HomeMy WebLinkAbout2020-02-25 Agenda with BackupCity Council
City of Denton
Meeting Agenda
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Work Session Room & Council Chambers12:00 PMTuesday, February 25, 2020
WORK SESSION BEGINS AT 12:00 P.M. IN THE WORK SESSION ROOM
CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR
INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE WORK
SESSION IN THE WORK SESSION ROOM
After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a
Work Session on Tuesday, February 25, 2020, at 12:00 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:
WORK SESSION
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 this agenda.
3. Work Session Reports
Receive a report, hold a discussion, and give staff direction regarding the Human Rights
Campaign (HRC) Municipal Equality Index (MEI), overview of federal and state civil
rights law, and research of comprehensive non-discrimination ordinances.
ID 20-291A.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Presentation
Exhibit 3 - MEI 2019 Denton Texas
Attachments:
Receive a report, hold a discussion, and give staff direction regarding the 2020 Mobility
Plan Update, with a focus on the eastern area of the city.
ID 19-2885B.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Presentation
Attachments:
Receive a report, hold a discussion, and give staff direction regarding the concrete lined
channel on North Pecan Creek through Quakertown Park.
ID 20-432C.
Exhibit 1 - Agenda Information Sheet Quakertown Park
Exhibit 2 - Presentation CivicCenter
Attachments:
Receive a report, hold a discussion, and give staff direction regarding an audit follow up of ID 20-471D.
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February 25, 2020City Council Meeting Agenda
the Procurement Process Audit.
Exhibit 1. Agenda Information Sheet
Exhibit 2 - Audit Response Cover Letter
Exhibit 3 - Follow Up Review Report of Procurement Audit
Exhibit 4 - Presentation
Attachments:
Receive a report, hold a discussion, and give staff direction regarding an investigation of
the Bonnie Brae Road and Scripture Street roundabout construction.
ID 20-472E.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Investigative Report of the Bonnie Brae and Scripture Roundabout Construction
Exhibit 3 - Presentation
Exhibit 4 - Department Response Presentation
Attachments:
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:
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, discuss, deliberate, and provide staff with direction
pertaining to the potential acquisition of real property interests located at 909 North Loop
288, in the City of Denton, Denton County, Texas, where the deliberation of same in an
open meeting would have a detrimental effect on the position of the governmental body in
negotiations with a third person. Consultation with the City ’s attorneys regarding legal
issues associated with the potential acquisition or condemnation of the real property
interests described above 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 negotiations or potential litigation.
ID 20-523A.
Consultation with Attorneys - Under Texas Governmental Code Section 551.071.
Consult with the City’s attorneys on the status, strategy, funding, prospects for appeal,
and potential resolution of litigation in Cause No. DC-17-08139, styled “Michael Grim
and Jim Maynard v. City of Denton, Texas,” pending in the 68th Judicial District Court,
Dallas County, Texas; where 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 Profession Conduct of the State Bar of Texas, or
otherwise compromise the City’s legal position in pending litigation or appeal.
ID 20-527B.
Deliberations regarding a Personnel Matter - Under Government Code, Section 551.074; ID 20-542C.
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February 25, 2020City Council Meeting Agenda
and Consultation with Attorneys - Under Texas Government Code, Section 551.071.
Deliberate and discuss the appointment, employment, evaluation, discipline, duties,
dismissal, complaints against, and contract of the Presiding Municipal Judge; consult with
the City’s attorneys regarding legal issues associated with the above, where a public
discussion of the same would conflict with the duty of the City’s attorneys to the City of
Denton and the 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 negotiations or
potential litigation.
Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting to
consider the following item(s):
NOTE: Any item for which a formal action at the Regular Meeting has been taken by Council may
be subject to a request for a motion for reconsideration at any time during the meeting, at the
Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings
Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting
will be placed on the agenda and considered at the next official meeting of the City Council.
1. CONSENT AGENDA
Each of these items is recommended by 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 – H). 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, the Consent
Agenda Items 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.
Consider approval of a resolution of the City Council of the City of Denton, approving the
2018/2019 Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) annual
report; and declaring an effective date. The TIRZ Number Two Board recommends
approval (13-0).
ID 19-2837A.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Resolution and 2018-2019 Annual Report
Exhibit 3 - Form 50-806
Attachments:
Consider adoption of an ordinance of the City of Denton authorizing a service agreement
between the City of Denton and Denton Music and Arts Collaborative; authorizing the
City Manager, or his designee, to execute said agreement; providing for the expenditure
of council contingency funds in an amount not to exceed five hundred dollars ($500); and
providing for an effective date.
ID 20-408B.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Ordinance and Agreement
Attachments:
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February 25, 2020City Council Meeting Agenda
Consider adoption of an ordinance of the City Of Denton, a Texas home -rule municipal
corporation, authorizing the City Manager, or his designee, to utilize a contract through the
City of Fort Worth, for the purchase of electrical supplies to be used throughout the City
by various departments, as awarded by the City of Fort Worth Bid #16-0160; providing
the expenditure of funds therefor; and providing an effective date (File 6981 - awarded to
Dealers Electrical Supply, in the two (2) year not-to-exceed amount of $200,000).
ID 20-428C.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Pricing Sheet
Exhibit 3 - Ordinance
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal
corporation, authorizing the City Manager, or his designee, to utilize a contract with US
Digital Designs, Inc., through the Public Procurement Authority (PPA), Contract
#VH1614, for the purchase of the Phoenix G2 Fire Station Alerting System for Fire
Station #3 located at 1401 Underwood and Fire Station #8 located at 3131 Colorado
Boulevard; providing the expenditure of funds therefor; and providing and effective date
(File 7282 - awarded to US Digital Designs, Inc., in the not-to-exceed amount of
$141,910.30).
ID 20-430D.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Quotes
Exhibit 3 - Ordinance
Attachments:
Consider approval of a resolution of the City of Denton providing for removal for cause of
Erin Clegg, member of the Historic Landmark Commission, in accordance with Article
XIV, Section 14.16 of the Denton City Charter; providing notice; and providing an
effective date.
ID 20-436E.
Exhibit 1 - AIS - Removal of HLC Member
Exhibit 2 - Resolution on Removal
Exhibit 3 - 01-21-2020 Erin Clegg - HLC Letter of Potential Removal
Attachments:
Consider adoption of an ordinance authorizing the City Manager to execute a
Reimbursement Agreement - Preliminary Engineering Services between the City of
Denton and Union Pacific Railroad Company ("UPRR'') for the reimbursement to UPRR
for surface/signal designs and construction costs estimates related to a new at -grade
public road crossing at railroad mile post 724.14 - Choctaw Subdivision; authorizing the
expenditure of funds in an estimated amount of $75,000.00 therefore; and providing an
effective date.
ID 20-439F.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Location Map
Exhibit 3 - Site Map
Exhibit 4 - UPRR Ordinance and Agreement
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal
corporation, authorizing the City Manager to execute a contract through the Department
ID 20-488G.
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February 25, 2020City Council Meeting Agenda
Of Information Resources (DIR) Cooperative Purchasing Network Contract Number
DIR-TSO-4025 with GTS Technology Solutions, for the purchase of Panasonic CF-33
(Toughbooks) for use in the Police Department (PD) vehicles; providing for the
expenditure of funds therefor; and providing an effective date (File 7307 - awarded to
GTS Technology Solutions, in the not-to-exceed amount of $491,400).
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Pricing Index
Exhibit 3 - Ordinance
Attachments:
Consider approval of the minutes of February 11, 2020.ID 20-506H.
Exhibit 1 - February 11, 2020 Minutes DraftAttachments:
2. ITEMS FOR INDIVIDUAL CONSIDERATION
Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal
corporation, authorizing the City Manager to execute a contract with Hangartner
Commercial, Inc., for the renovation of the Denton Tennis Center Building at 1117 Riney
Road and a contract with Mart, Inc., for the American Legion Hall Senior Center located
at 629 Lakey Street; providing for the expenditure of funds therefor; and providing an
effective date (RFP 7103 - awarded to the lowest responsive bidder for each line item,
Denton Tennis Center Building at 1117 Riney Road contract awarded to Hangartner
Commercial, Inc., in a not-to-exceed amount of $601,269 and American Legion Hall
Senior Center located at 629 Lakey Street contract awarded to Mart, Inc ., in a
not-to-exceed amount of $1,563,000).
ID 20-431A.
Exhibit 1a - Agenda Information Sheet - American Legion
Exhibit 1b - Agenda Information Sheet - Tennis
Exhibit 2 - Pricing Evaluations
Exhibit 3 - Ordinance and Contracts
Exhibit 4 - Presentation
Attachments:
Consider nominations/appointments to the City’s Boards, Commissions, and Committees:
Committee on Persons with Disabilities.
ID 20-525B.
Exhibit 1 - Agenda Information Sheet B&C - 02-25-2020
Exhibit 2 - Nominations 02-25-2020
Attachments:
3. CONCLUDING ITEMS
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February 25, 2020City Council Meeting Agenda
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.
B. Possible Continuation of Closed Meeting topics, above posted.
C E R T I F I C A T E
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 21st day of February, 2020 at 4:20 p.m.
__________________________________________
CITY SECRETARY
NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE
ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY
WILL PROVIDE ACCOMODATION, SUCH AS 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 940-349-8309 OR
USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX
SO THAT REASONABLE ACCOMODATION CAN BE ARRANGED.
Page 6 Printed on 2/25/2020
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-291,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction regarding the Human Rights Campaign (HRC)
Municipal Equality Index (MEI), overview of federal and state civil rights law, and research of comprehensive
non-discrimination ordinances.
City of Denton Printed on 2/21/2020Page 1 of 1
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Pg. 1
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Public Affairs/IGR
CM/ DCM/ ACM: Sara Hensley, Assistant City Manager
DATE: February 25, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding the Human Rights Campaign (HRC)
Municipal Equality Index (MEI), overview of federal and state civil rights law, and research of
comprehensive non-discrimination ordinances.
BACKGROUND
Municipal Equality Index Scorecard and Prior Work Session
The City of Denton is one of 506 cities nation-wide that are rated by the Human Rights Campaign (HRC),
a civil rights organization founded in 1980 representing the LGBTQ community, with over three million
members and supporters nation-wide. The HRC has developed a Municipal Equality Index (MEI) scorecard
to annually examine and rate how inclusive municipal laws, policies, and services are to the LGBTQ people
who live and work in the community. Cities are rated based on 5 sections: (1) non-discrimination laws, (2)
the municipality as an employer, (3) municipal services, (4) law enforcement, and (5) the city leadership’s
public position on equality.
At a City Council meeting on Aug. 14, 2018, City staff presented a work session to describe the HRC
scorecard in more detail and share Denton’s scorecard history. At the work session, staff received Council
direction to work on an anti-bullying policy for City facilities and programs that expressly prohibited
discrimination on the basis of sexual orientation and gender identity. Staff developed Policy 510.01
“Bullying Prevention in City Facilities and Programming”, which was approved by City Council and
effective on Dec. 4, 2018.
2019 HRC MEI
In 2019, the City of Denton scored a total of 57 out of 100 possible points in the index (Attachment 3),
receiving a few additional points for the anti-bullying policy. This is higher than Denton’s previous scores
(2016- 35, 2017- 44, and 2018- 52).
HRC-MEI Scorecard Possible Points
for 2019*
Denton
2019
I. Non-Discrimination Laws 30 (4) 0 (0)
II. Municipality as Employer 28 (1) 15 (0)
III. Municipal Services 12 (12) 10 (4)
IV. Law Enforcement 22 22
V. Leadership on LGBTQ Equality 8 (5) 6 (0)
Total** 100 (22) 57
*Possible points shown in parentheses represent eligible bonus points
**Some cities may score bonus points in sections, but the total score for a city cannot exceed 100
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Pg. 2
In the scorecard, the City of Denton does not receive points in Section 1 and only receives partial points for
Section 2.
• Section 1 Non-Discrimination Laws evaluates whether discrimination on the basis of sexual
orientation and gender identity is prohibited by the city, county, or state in areas of private
employment, housing, and public accommodations. There are a few municipalities in Texas that
have adopted comprehensive non-discrimination ordinances prohibiting discrimination in the areas
of private employment, housing, and public accommodations, including Dallas, Fort Worth, Austin,
and Plano. These will be discussed in the work session presentation on Feb. 25 and links to all of
the relevant codes are found below in the AIS.
• Section 2 Municipality as an Employer evaluates how municipalities commit themselves to treating
LGBTQ employees equally by offering equivalent benefits and protections to LGBTQ employees,
and by awarding contracts to fair-minded businesses.
o The City of Denton receives points in this category as the City prohibits discrimination in
city employment specifically on the basis of sexual orientation and gender identity.
o In this section, the City of Denton does not receive points for healthcare benefits or a city
contractor non-discrimination ordinance. While the City of Denton’s health plan covers
benefits for transgender health care needs, including mental health care and hormone
therapy, the plan excludes those areas related to surgical treatments, which are required to
be covered to score any points for the healthcare criteria.
Council Work Session Request
On Nov. 5, 2019, Council Member Davis presented a work session request to City Council to discuss a
comprehensive non-discrimination ordinance and the majority of Council agreed to have a work session.
DISCUSSION
Federal and State Law and Pending Cases
Before reviewing the research on surveyed cities that have a comprehensive non-discrimination ordinance,
the following provides some information on federal and state law in the areas of employment, housing, and
public accommodations.
o Employment – Title VII of the Civil Rights Act of 1964 prohibits discrimination on race, color,
religion, sex or national origin. Texas law prohibits discrimination in employment based on a
person’s race, religion, gender, national origin, age, or disability. Federal and state law do not
expressly include a prohibition against discrimination based upon a person’s sexual orientation or
gender identity.
However, the U.S. Equal Employment Opportunity Commission (EEOC) is interpreting and
enforcing Title VII’s prohibition of sex-based discrimination as forbidding any employment
discrimination based on gender identity or sexual orientation. The EEOC states that these
protections apply regardless of any contrary state or local laws.
Per the EEOC’s website, through investigation, conciliation, and litigation of charges by individuals
against private sector employers, as well as hearings and appeals for federal sector workers, the
EEOC has taken the position that existing sex discrimination provisions in Title VII protect lesbian,
gay, bisexual, and transgender (LGBT) applicants and employees against employment bias. The
EEOC has obtained approximately $6.4 million in monetary relief for individuals, as well as
numerous employer policy changes, in voluntary resolutions of LGBT discrimination charges under
Title VII since data collection began in 2013. The EEOC points towards a growing number of court
decisions that have endorsed the EEOC's interpretation of Title VII.
Pg. 3
However, there are currently cases before the Supreme Court, related to whether discrimination on
the basis of sexual orientation and gender identity is covered by the Title VII of the Civil Rights
Act. Oral arguments were heard on October 8, 2019. The case on gender identity is R.G. & G.R.
Harris Funeral Homes Inc. v. Equal Employment Opportunity Commission (EEOC), No. 18-107,
and the cases on sexual orientation are Bostock v Clayton County, GA, No. 17-1618, and Altitude
Express Inc. v. Zarda, No. 17-1623.
o Housing – The Texas Fair Housing Act and the U.S. Fair Housing Act prohibit discriminatory
housing practices in the sale, rental and financing of dwellings based on race, color, national origin,
religion, sex, physical or mental disability, or familial status (presence of a child under age 18 living
with parents or legal custodians, person securing custody of children under 18, or a pregnant
woman). However, this Act does not expressly include a prohibition against discriminatory housing
practices based upon a person’s sexual orientation or gender identity.
Although the U.S. Fair Housing Act does not expressly prohibit discrimination based on sexual
orientation or gender identity, individuals who identify as LGBTQ who have experienced (or about
to experience) discrimination may file a complaint with the U.S. Department of Housing and Urban
Development (HUD) as it may be a violation of sex based discrimination. HUD provides further
information here regarding Housing Discrimination and persons identifying as LGBTQ, including
some examples that may qualify as discrimination under the Fair Housing Act.
o Public Accommodations - Texas currently has no statewide law prohibiting discrimination against
the protected classes of race, color, religion, sex, national origin, sexual orientation, gender identity/
expression, age, or disability.
Federal law, specifically Title II of the Civil Rights Act of 1964, states that all persons shall be
entitled to the full and equal enjoyment of the goods, services, facilities, and privileges, advantages,
and accommodations of any place of public accommodation without discrimination or segregation
on the ground of race, color, religion, or national origin. However, the Civil Rights Act of 1964 has
not been amended to include sexual orientation or gender identity. In general, “public
accommodations” include businesses (but not all) or buildings that are open to (or offer services to)
the general public, such as hotels, restaurants, and places of entertainment.
The Department of Justice Civil Rights Division, Housing and Civil Enforcement Section, works to
protect rights of individuals including the right to patronize places of business that provide public
accommodations. The Department of Justice can bring a lawsuit under Title II of the Civil Rights
Act of 1964 when there is reason to believe that a person has engaged in a pattern or practice of
discrimination in violation of Title II. The Department can obtain injunctive, but not monetary, relief
in such cases. Individuals can also file suit to enforce their rights under Title II and other federal and
state statutes may also provide remedies for discrimination in places of public accommodation.
State Legislative Session
During the 2019 Texas Legislative Session, there were both bills introduced that would have pre-empted
cities’ ability to pass and maintain local non-discrimination ordinances, and bills introduced that would
have added gender identity and sexual orientation to the list of protected classes state-wide in access to
employment, housing, and public accommodations. However, these bills died in committee/on the floor.
One relevant bill that was passed into law was Senate Bill 1978, referred to as the “Chick-fil-A” bill, which
prohibits a governmental entity (including a city) from taking any “adverse action” against any individuals
or businesses based on membership, support or donations to a religious organization.
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Research of Local Non-Discrimination Ordinances in Texas
The attached presentation (Exhibit 2) attempts to provide a high-level summary and comparison of the
ordinances and programs of the cities of Plano, Dallas, Fort Worth, and Austin across key components.
The full text of the ordinances and other resources, such as websites, can be found in the links provided
here:
• City of Plano
o Chapter 2 Administration, Article I In General, Section 2-11 Equal Rights Policy
o City of Plano Equal Rights Ordinance website page
o City of Plano Equal Rights Ordinance FAQs
• City of Dallas
o Chapter 20A Fair Housing
o Chapter 46 Unlawful Discriminatory Practices Relating to Sexual Orientation and Gender
Identity and Expression
o City of Dallas Fair Housing and Human Rights Office website page
• City of Fort Worth
o Chapter 17 Human Relations, Article III Discrimination
o City of Fort Worth Diversity & Inclusion Department website page
• City of Austin
o Title 5 – Civil Rights Chapter 5-1 – Housing Discrimination
o Title 5 – Civil Rights Chapter 5-2 – Discrimination in Public Accommodations
o Title 5 – Civil Rights Chapter 5-3 – Discrimination in Employment Generally
o City of Austin Equal Employment and Fair Housing Office website page
State and Local Agencies with Authority to Administer Federal Laws
In the presentation, it is shared that the cities of Dallas, Fort Worth, and Austin are Fair Housing Assistance
Program (FHAP) agencies with HUD and the cities of Fort Worth and Austin have workshare agreements
with the EEOC as Federal Employment Protection Agencies (FEPA). The following is a brief explanation
of those programs with links to more information.
Fair Housing Assistance Program (FHAP) Agency
Through FHAP, HUD provides some funds to state and local agencies to administer fair housing laws that
HUD has determined to be substantially equivalent to the Fair Housing Act (referred to as “Substantially
Equivalent Agencies”). There are two phases in determining whether an agency is substantially equivalent.
In the first phase, the Assistant Secretary for Fair Housing and Equal Opportunity determines whether, "on
its face," the state or local law provides rights, procedures, remedies and judicial review provisions that are
substantially equivalent to the Fair Housing Act. If so, HUD offers the agency interim certification for up
to three years. During the three years of interim certification, the agency builds its capacity to operate as a
fully certified substantially equivalent agency. In the second phase, the Assistant Secretary for Fair Housing
and Equal Opportunity determines whether, "in operation," the state or local law provides rights,
procedures, remedies and the availability of judicial review that are substantially equivalent to the Fair
Housing Act. An affirmative conclusion that the state or local law is substantially equivalent both on its
face and in operation will result in HUD offering the agency certification. Certification is for a term of five
years. During the five years of certification, the agency's ability to maintain certification will be assessed.
The specific requirements to become a FHAP are enumerated in 24 C.F.R. part 115.
While HUD provides significant resources to Substantially Equivalent Agencies in the form of training,
technical assistance and funding, the agencies must demonstrate a commitment to thorough and professional
complaint processing. This includes all phases of complaint processing, from accurate identification of
issues at intake, through complete and sound investigations, to following through on administrative or
judicial enforcement to ensure that victims of unlawful housing discrimination obtain full remedies and the
Pg. 5
public interest is served. Local resources from the jurisdiction should include both funding and the legal
resources necessary to pursue administrative and/or judicial enforcement. In Texas, for state and local
agencies, the Texas Workforce Commission and the cities of Dallas, Fort Worth, Austin, Corpus Christi,
and Garland are listed as FHAPs on HUD’s website.
City of Denton staff reached out to HUD to ask for the number of fair housing complaints filed with HUD
that occur within the city of Denton’s limits. The HUD representative responded that they did not have the
data by jurisdiction to share.
Fair Employment Practice Agencies (FEPA)
The EEOC may contract with state or local agencies under a workshare agreement for the agencies to
process employment discrimination charges. In Texas, for state and local agencies, the Texas Workforce
Commission Civil Rights Division and cities of Fort Worth and Austin are listed as FEPAs on EEOC’s
website. The EEOC operates 3 field offices in Dallas, San Antonio, and El Paso.
Next Steps
This presentation is intended to be an informative presentation for Council to have a discussion and provide
direction to staff for any action or next steps.
If Council wishes for staff to draft an ordinance, staff will need direction on a model or the main components
of an ordinance as outlined in the presentation.
ATTACHMENTS
1. Agenda Information Sheet
2. Presentation
3. 2019 HRC MEI Scorecard for Denton
Respectfully submitted:
Sarah Kuechler
Director of Public Affairs
Rachel Balthrop Mendoza
Assistant to the City Manager
Comprehensive Non-Discrimination Ordinance ResearchCity Council MeetingFebruary 25, 2020
2Presentation OutlineID 20‐291Feb. 25, 2020• BackgroundoRequest for a Work Session oOverview of 2019 Human Rights Campaign (HRC) Municipal Equality Index (MEI) ScorecardoOverview of Federal and State LawoLocal Non-Discrimination Ordinances• Overview of comprehensive Non-Discrimination Ordinances of the 4 cities in Texas oPlano, Dallas, Fort Worth, and Austin• Direction
3Background: Work Session HistoryID 20‐291Feb. 25, 2020• The City of Denton is one of 506 cities nation-wide that are rated by the Human Rights Campaign (HRC)Municipal Equality Index (MEI) scorecardoTo annually examine and rate how inclusive municipal laws, policies, and services are to the LGBTQ people who live and work in the community• The City of Denton has scored the following:o2016 – 35o2017 – 44o2018 – 52 o2019 – 57•On Aug. 14, 2018, staff presented a work session to City Council to review the City’s score and receive any policy direction oReceived direction to develop an anti-bullying policy that was approved by City Council on Dec. 4, 2018; the City received points for this in its 2019 MEI score•On Nov. 5, 2019, Council Member Davis presented a one-minute work session requestto discuss a comprehensive non-discrimination ordinance for the city
4Background: 2019 HRC MEI ComparisonID 20‐291Feb. 25, 2020Denton 2019Arlington 2019Austin 2019Dallas 2019Fort Worth 2019Irving 2019McKinney 2019Plano 2019Possible Points for 2019*I. Non‐Discrimination LawsWhether city, county, or state prohibits in areas of employment, housing, & public accommodations0 0 30 24 30 0 0 2730 (4)II. Municipality as EmployerBy offering equivalent benefits and protections to LGBTQ employees15 22 28 28 20 16 14 2028(1)III. Municipal ServicesEfforts of the city to ensure LGBTQ constituents are included in city services and programs14 5 12 7 12 5 0 012(12)IV. Law EnforcementFair enforcement of law including reporting hate crimes and engaging with LGBTQ community22 17 22 22 22 10 12 1722V. Leadership on LGBTQ EqualityCity’s leadership commitment to fully include the LGBTQ community and advocate for full equality668875048 (5)Total** 57 58 100 100 100 36 26 69 100*Possible points shown in parentheses represent eligible bonus points**Some cities may score bonus points, but the total score for a city cannot exceed 100
5Background: Federal and State LawID 20‐291Feb. 25, 2020oEmploymentTexas law prohibits discrimination in employment based on a person’s race, religion, gender, national origin, age, or disabilityTitle VII of the Civil Rights Act of 1964 prohibits discrimination in employment on race, color, religion, sex or national originoGenerally, it applies to employers with 15 or more employeesoSome exemptions, including religious groups performing work connected to the group’s activities, including associated education institutionsU.S. Equal Employment Opportunity Commission (EEOC) is interpreting and enforcing Title VII’s prohibition of sex-based discrimination as forbidding any employment discrimination based on gender identity or sexual orientationHowever, there are 3 cases before the Supreme Court related to whether discrimination on the basis of gender identity or sexual orientation is covered by Title VIIoCase on gender identity is R.G. & G.R. Harris Funeral Homes Inc. v. Equal Employment Opportunity Commission (EEOC) oTwo cases on sexual orientation are Bostock v Clayton County, GAand Altitude Express Inc. v. Zarda
6Background: Federal and State LawID 20‐291Feb. 25, 2020oHousingThe Texas Fair Housing Act and U.S. Fair Housing Act prohibit discriminatory housing practices in the sale, rental and financing of dwellings based on race, color, national origin, religion, sex, physical or mental disability, or familial statusoDo not expressly include a prohibition against discriminatory housing practices based upon a person’s sexual orientation or gender identityU.S. Department of Housing and Urban Development (HUD)encourages individuals who identify as LGBTQ who experience discrimination to file a complaint with HUD as it could be a violation of sex-based discrimination
7Background: Federal and State LawID 20‐291Feb. 25, 2020oPublic AccommodationsNo respective state law in TexasTitle II of the Civil Rights Act of 1964 states that all persons shall be entitled to the full and equal enjoyment of the goods, services, facilities, and privileges, advantages, and accommodations of any place of public accommodation without discrimination or segregation on the ground of race, color, religion, or national originoIn general, public accommodations includes businesses (but not all) or buildings that are open to (or offer services to) the general public, such as hotels, restaurants, and places of entertainmentoThe Act has not been amended to include sexual orientation or gender identityThe Department of Justice can bring a lawsuit under Title II of the Act when there is reason to believe that a person engaged in a pattern or practice of discrimination in violation of Title II
8Background: Local Non-Discrimination OrdinancesID 20‐291Feb. 25, 2020oSome local governments have passed Non-Discrimination Ordinances (NDOs) to add protections for those classes not covered expressly under federal or state law, which may include sexual orientation or gender identity, in addition to other classesoAccording to the Movement Advancement Project (MAP) (1), as of Jan. 2020, there are 20 states and at least 295 municipalities that fully and explicitly prohibit discrimination against LGBTQ people in employment, housing, and accommodationsIn Texas, 4 cities have an ordinance prohibiting discrimination based on sexual orientation and gender identity in employment, housing, and public accommodationsThese ordinances are generally based on and mirror existing state and federal law for employment, housing, and public accommodations, but extend the classes expressly covered (1) ‐ https://www.lgbtmap.org/equality‐maps/non_discrimination_ordinances
9Non-Discrimination Ordinance Components01What classes are protected under the ordinance?0502How is employment, housing, and public accommodations defined? What is broadly exempt from the ordinance? What is exempted by each section?06ID 20‐291Feb. 25, 2020DEFINITIONSAND EXEMPTIONS BACKGROUND/PROTECTIONS03COMPLAINT PROCESSHow are complaints filed and reviewed?04INVESTIGATIONMEDIATIONENFORCEMENTWho handles review and investigation of complaints? How are complaints reviewed and investigated?How is conciliation or mediation handled?How are conciliatory agreements enforced? If cannot be resolved or settled, what is the penalty for violation of the ordinance?
10City of PlanoID 20‐291Feb. 25, 2020•Ordinance adopted in Dec. 2014; incorporated in Municipal Code in Ch. 2 Administration, Equal Rights Policy•Prohibits discrimination in employment, housing, and public accommodations and extends to cover U.S. military/veteran status, genetic information, sexual orientation, and gender identity•Broad exemptions in Ordinance for:oReligious, political, and non‐profit organizations, and educational institutionsoThe U.S. government and State of Texas, and departments and agenciesoPrivate clubs that are restricted to members of the club and guests and are not open to the general public•Public restrooms are exempt from the Ordinance•The City has received 9 official complaints under the Ordinance; the last complaint was received in 2016oOf those, zero complaints have reached the required level to warrant an investigation•Initial review by City Manager or designee (currently Human Resources Director)•City refers complaints to federal and state agencies if it within those agencies’ jurisdiction•For others, an investigation panel would consist of a 5‐person panel, with 3 director level staff appointed by City Manager and 2 rotating external business community reps. City Attorney or designee would serve as legal advisor•Initial review to determine if refer, deny, or accept the complaint•If accepted, the 5‐person panel would schedule meetings and review•If reasonable cause determined and a religious accommodation has not been granted, the matter will be referred to a neutral third party mediator paid for by the City•If an agreement cannot be reached, referred to City Attorney’s Office for review for possible criminal enforcement (citation issuance)odiscretion to decline criminal enforcement depending on the facts and evidence of each case and the legal burden required for criminal enforcement•Violations of the ordinance will be subject up to a $500 fine, per offenseOVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT
11City of DallasID 20‐291Feb. 25, 2020•In 2002, Dallas adopted Ch. 46 “Unlawful Discriminatory Practices Relating to Sexual Orientation” prohibiting discrimination in housing, employment, and public accommodationsoCh. 46 was amended in 2016 to add gender identity and expression•Dallas also has a Fair Housing Ordinance (Ch. 20A) and is a certified federal Fair Housing Assistance Program (FHAP) agency•Broad exemptions in Ch. 46 for:oA religious organizationoThe U.S. government or State of Texas, and departments and agenciesoSome specific exemptions underneath each sectionof housing, employment, and public accommodations•Since 2002, 91 complaints have been filed with the Cityo40‐ Employment, 38‐ Housing, 12 – Public Accommodations, and 1‐ Retaliation •City of Dallas is a certified federal Fair Housing Assistance Program (FHAP) agency•City of Dallas Office of Fair Housing and Human Rights; the office has 4 Fair Housing Investigatorson staff•Initial review to establish if it occurred in Dallas and an issue covered under the ordinance•Investigator conducts full review of evidence, including examining records and interviewing witnesses•If it appears an unlawful practice has occurred, during or after the investigation, staff attempt to conciliate the complaint and reach an agreement with both parties•Office of Fair Housing and Human Rights enforces conciliation agreements•If unable to conciliate, the case is referred to the City Attorney’s Officeto determine whether to proceed with prosecution of the complaint in municipal court•An offense is punishable by a fine of not less than $200 or more than $500OVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT
12City of Fort WorthID 20‐291Feb. 25, 2020•Fort Worth’s Ch. 17 Human Relations was adopted more than 50 years agooAmended in 2000 to prohibit discrimination based on sexual orientation and in 2009 based on gender identity•Fort Worth has been a federal Fair Housing Assistance Program (FHAP) agency and a federal Fair Employment Practice Agency (FEPA) for more than 40 years•No broad exemptions for entire Ch. 17•Some specific exemptions underneath each section (of housing, employment, public accommodations, and reasonable accommodation or modification for residential uses)oE.g. for religious organizations, private clubs•Public restrooms are exempt•In FY18, there were:•93 housing complaints filed•172 fair employment charges filed•7 public accommodations complaints filed•Fort Worth is a certified federal FHAPagency and FEPA agency•City of Fort Worth Diversity & Inclusion Department; 9 FTEs and 2 PT staff including investigators, coordinator, intake specialist, admin, and asst director•Staff supervised by an Administrator reporting to the Fort Worth Human Relations Commission (FWHRC), an appointed body•Initial review to meet the jurisdictional and prima facie elements as outlined by HUD, EEOC, and/or local ordinance•Once established, City begins an investigation, including interview, documentation, onsite investigations, and reports•Can close in 4 ways: Admin Closure, Conciliation/Settlement, No Reasonable Cause, or Reasonable Cause•If solved through conciliation agreement, Diversity & Inclusion Department monitors, tracks, and ensures compliance•An offense under the Ordinance is punishable by a fine of not more than $500OVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT
13City of AustinID 20‐291Feb. 25, 2020•Austin has Title 5 Civil Rights Chapterwith 6 individual sections•Austin is a federal Fair Housing Assistance Partner (FHAP) agency and has authority to enforce 6 federal statutes under agreement with EEOC•No broad exemptions for entire Title 5 Civil Rights Chapter•Some specific exemptions underneath each section (of housing, employment, public accommodations, fair chance hiring, HIVs/AIDS ordinance, and employment by City contractors)oE.g. for religious organizations, private clubs•Since 2005, 78 official complaints filed under local ordinanceoOf those, 53 have warranted a full investigation•Under agreements with HUD and EEOC, Austin investigates/conciliates approx. 160 cases per year•Austin is a certified federalFHAP agencyand has authority to enforce 6 federal statues under agreement with EEOC•City of Austin Equal Employment/Fair Housing Office (EEFHO); 7 FTEs, inclusive of investigators, mediators, administrator, etc.•Human Rights Commission, appointed body•Review and intake process•Investigation begins; settlement efforts can begin and continue during the investigation•If settled, closed without further investigation. If efforts fail, continue with thorough investigation (evidence, interviews, on‐site visits to determine if no cause or cause)•If settled through conciliation agreement, Legal Department handles enforcement of those agreements•If not settled, and a cause determination is issued, the case is forward to the city attorneyfor prosecution in municipal court or other civil prosecution as authorized by state lawOVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT
14Non-Discrimination Ordinance Components01What classes are protected under the ordinance?0502How is employment, housing, and public accommodations defined? What is broadly exempt from the ordinance? What is exempted by each section?06ID 20‐291Feb. 25, 2020DEFINITIONSAND EXEMPTIONS BACKGROUND/PROTECTIONS03COMPLAINT PROCESSHow are complaints filed and reviewed?04INVESTIGATIONMEDIATIONENFORCEMENTWho handles review and investigation of complaints? How are complaints reviewed and investigated?How is conciliation or mediation handled?How are conciliatory agreements enforced? If cannot be resolved or settled, what is the penalty for violation of the ordinance?Direction• Staff is seeking direction on any next steps• If Council would like staff to draft an ordinance, direction is needed on a model and key ordinance components• Depending on direction, resources may be required to staff and implement
hrc.org/mei
PTS FOR SEXUAL ORIENTATION PTS FOR GENDER IDENTITY
FOR MORE INFORMATION ABOUT CITY SELECTION, CRITERIA OR THE MEI SCORING SYSTEM, PLEASE VISIT HRC.ORG/MEI.
All cities rated were provided their scorecard in advance of publication and given the opportunity to submit revisions. For feedback regarding a particular
city’s scorecard, please email mei@hrc.org.
BONUS PTS for criteria not accessible to all cities at this time. +
DENTON, TEXAS 1/2
2019 MUNICIPAL EQUALITY INDEX SCORECARD
DENTON, TEXAS 2/2
2019 MUNICIPAL EQUALITY INDEX SCORECARD
V. Leadership on LGBTQ Equality
I. Non-Discrimination Laws
II. Municipality as Employer
This category evaluates whether
discrimination on the basis of sexual
orientation and gender identity is
prohibited by the city, county, or state in
areas of employment, housing, and
public accommodations.
By offering equivalent benefits and
protections to LGBTQ employees, awarding
contracts to fair-minded businesses,
and taking steps to ensure an inclusive
workplace, municipalities commit themselves
to treating LGBTQ employees equally.
STATE COUNTY MUNICIPAL AVAILABLE
Employment 0 0 0 0 0 0 5 5
Housing 0 0 0 0 0 0 5 5
Public Accommodations 0 0 0 0 0 0 5 5
SCORE 0 out of 30
BONUS Single-Occupancy All-Gender
Facilities +0 +0 +0 +2
BONUS Protects Youth from Conversion
Therapy +0 +0 +0 +2
MUNICIPAL AVAILABLE
Non-Discrimination in City Employment 7 7 7 7
Transgender-Inclusive Healthcare Benefits 0 6
City Contractor Non-Discrimination Ordinance 1 0 3 3
Inclusive Workplace 0 2
SCORE 15 out of 28
BONUS City Employee Domestic Partner
Benefits +0 +1
III. Municipal Services
This section assesses the efforts of the city
to ensure LGBTQ constituents are included
in city services and programs.
This category measures the city leadership’s
commitment to fully include the LGBTQ
community and to advocate for full equality.
COUNTY CITY AVAILABLE
Human Rights Commission 0 5 5
NDO Enforcement by Human Rights
Commission 0 0 2
LGBTQ Liaison in City Executive’s Office 5 5
SCORE 10 out of 12
BONUS Youth Bullying Prevention Policy for
City Services
BONUS City Provides Services to LGBTQ
Youth +2 +2
BONUS City Provides Services to LGBTQ
Homeless People +0 +2
BONUS City Provides Services to LGBTQ
Elders +0 +2
BONUS City Provides Services HIV/AIDS
Population +0 +2
BONUS City Provides Services to the
Transgender Community +0 +2
MUNICIPAL AVAILABLE
Leadership’s Public Position on LGBTQ Equality 4 5
Leadership’s Pro-Equality Legislative or Policy
Efforts 2 3
SCORE 6 out of 8
BONUS Openly LGBTQ Elected or Appointed
Municipal Leaders +0 +2
BONUS City Tests Limits of Restrictive State
Law +0 +3
IV. Law Enforcement
Fair enforcement of the law includes
responsible reporting of hate crimes and
engaging with the LGBTQ community in a
thoughtful and respectful way.
MUNICIPAL AVAILABLE
LGBTQ Police Liaison or Task Force 10 10
Reported 2017 Hate Crimes Statistics
to the FBI 12 12
SCORE 22 out of 22
TOTAL SCORE 53 + TOTAL BONUS 4 =Final Score 57
CANNOT EXCEED 100
+1 +1+1 +1
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2885,Version:1
AGENDA CAPTION
Receive a report,hold a discussion,and give staff direction regarding the 2020 Mobility Plan Update,with a
focus on the eastern area of the city.
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Capital Projects
CM/ DCM/ ACM: Mario Canizares
DATE: February 25, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding the 2020 Denton Mobility Plan
Update, with a focus on the eastern area of the city.
BACKGROUND
The City of Denton is developing a mobility plan that combines three plans into one: the Thoroughfare
Plan, the Bicycle Plan and the Pedestrian Plan. This combination allows for a single more cohesive and
comprehensive plan for the development of the City’s transportation infrastructure. The ‘complete
streets’ concept (where designers consider all modes of transportation in a corridor) is a goal of the
mobility plan in order to provide the required infrastructure to serve the many types of transportation
users. The following work sessions are planned to discuss the Mobility Plan based on areas of the City:
- January 14th : Downtown Area
- January 28th : Northern Area
- February 18th : Western Area
- February 25th : Eastern Area
- March 3rd : Southern Area
Figure 1 - Mobility Plan Work Session Focus Areas
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
RECOMMENDATION
Staff recommends consideration and ultimate adoption of the changes included in the 2020 Mobility Plan
Update relative to the Thoroughfare Plan, Bicycle Plan and Pedestrian Plan.
ESTIMATED SCHEDULE OF PROJECT
The project ‘kick-off’ occurred in May 2019 and is tentatively scheduled to be completed by April 2020.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
The Mobility Committee has received updates on the project at its meetings held in July - October 2019.
EXHIBITS
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Presentation
Respectfully submitted:
Pamela Alummoottil, P.E. Traffic Engineer
City Council Work Session
Mobility Plan: Eastern Area
February 25, 2020
ID: 19-2885
Overview
Draft Thoroughfare Plan
Proposed Plan Updates
Draft Bicycle Plan
Proposed Plan Updates
Draft Pedestrian Plan
Proposed Plan Updates
ID: 19-2885 DATE: 2.25.20
Mobility Plan Purpose
Conduct a 5 year update to the Thoroughfare Plan
Include a Bicycle Plan and Pedestrian Plan
Plan for the future by preserving right-of-way, guide development
plans, and prioritizing recommendations
Position for funding opportunities and develop a fiscal plan
Each plan has a focus on:
-Improving Safety (Vision Zero)
-Continuing neighborhood coordination
-Providing better connectivity
-Providing multi-modal options
ID: 19-2885 DATE: 2.25.20
Draft Thoroughfare Plan
Vicinity Map
ID: 19-2885 DATE: 2.25.20
DRAFT THOROUGHFARE PLAN
ID: 19-2885 DATE: 2.25.20
Draft Thoroughfare Plan
2015 Plan Map Draft 2020 Plan MapID: 19-2885 DATE: 2.25.20
Focus is on Regional
Connections
Freeways
Primary Arterials
Draft Thoroughfare Plan
Proposed Plan Updates
1.US 380
2.US 380/Loop 288 Bypass
3.Cooper Creek Road Extension
4.Post Oak Road Extension
ID: 19-2885 DATE: 2.25.20
2
1
3
4
Draft Thoroughfare Plan
1. US 380
2015 Plan Draft 2020 Plan
(Primary Arterial)(Freeway)
Existing Daily Volume = 45,000 vehs Estimated Daily Volume = 60-70,000 vehs
Matches TxDOT Plans to Widen and Preserve
ROW
ID: 19-2885 DATE: 2.25.20
Draft Thoroughfare Plan
2. US 380/Loop 288 Bypass
2015 Plan Draft 2020 Plan
(No Connection)(Freeway)
Existing Daily Volume = N/A Estimated Daily Volume = 20-30,000 vehs
Matches TxDOT Plans to Widen and Preserve
ROW
ID: 19-2885 DATE: 2.25.20
Draft Thoroughfare Plan
3. Cooper Creek Road Extension
2015 Plan Draft 2020 Plan
(Primary Arterial/Secondary Arterial)(Primary Arterial)
ID: 19-2885 DATE: 2.25.20
Existing Daily Volume
= N/A
Estimated Daily Volume
= 20-25,000 vehs
Maintain Roadway
Classification North of
US 380
Provide continuous
North-South connection
Draft Thoroughfare Plan
4. Post Oak Road Extension 2015 Plan Draft 2020 Plan
(Primary Arterial) (Primary Arterial)
Existing Daily Volume
= N/A
ID: 19-2885 DATE: 2.25.20
Estimated Daily Volume
= 20-30,000 vehs
Realign US 380
connection to Geesling
Road due to planned
development
DRAFT BICYCLE PLAN
ID: 19-2885 DATE: 2.25.20
2014 Plan Map Current Bike Infrastructure
Draft
Bicycle Plan
ID: 19-2885 DATE: 2.25.20
2014 Plan Map Draft 2020 Plan Map
Draft Bicycle
Plan
ID: 19-2885 DATE: 2.25.20
Draft 2020 Plan Map
Draft Bicycle
Plan with
Parks & Rec
Trails
ID: 19-2885 DATE: 2.25.20
The Numbers:
(2020 Draft over Existing
Infrastructure)
On-Street: +10.5 miles
Off-Street (Trails & Side-
Paths): +37 miles
DRAFT PEDESTRIAN PLAN
ID: 19-2885 DATE: 2.25.20
Draft
Pedestrian
Plan
Existing Sidewalks
ID: 19-2885 DATE: 2.25.20
Existing and
Upcoming Sidewalks
Draft
Pedestrian
Plan
ID: 19-2885 DATE: 2.25.20
Pedestrian Plan –
Low and High
Priority
Segments
Draft
Pedestrian
Plan
ID: 19-2885 DATE: 2.25.20
Existing, In-
Process and
Future Sidewalk
Segments
Draft
Pedestrian
Plan
ID: 19-2885 DATE: 2.25.20
Questions?
5/5 Work Session March 3rd
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-432,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction regarding the concrete lined channel on North
Pecan Creek through Quakertown Park.
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Capital Projects
CM/DCM/ACM: Mario Canizares
DATE: February 25, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding modification of the concrete lined
channel running through Quakertown Park.
BACKGROUND
Based on a Council Member request this report and discussion is to address the possibility of removing
concrete lined channel on North Pecan Creek running through Quakertown Park.
The channel was constructed in 1963 as a part of the Pecan Creek Channel Improvements Project. The
limits of the proect were from Bell Avenue to S. of Westway Street. The scope of the project was to concrete
line the existing channel and realign the channel in areas (mostly along Carroll Blvd).
The existing concrete lined channel has been maintained by the City’s Drainage Department for the over
50 years.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Presentation
Respectfully submitted:
Noreen Housewright, P.E.,
Senior Engineer-Floodplain Administrator
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Quakertown Park
Drainage Alternatives
1
Noreen Housewright
Senior Engineer-Floodplain Administrator
February 25, 2020
Purpose
Receive a report, hold a discussion, and give staff
direction regarding the concrete lined channel on
North Pecan Creek through Quakertown Park. This is
in response to a request from Council Member Keely
Briggs regarding removing the concrete lining.
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North Pecan Creek
and Pecan Creek
through
Quakertown Park
3
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Flooding Issue
4
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Option 1: Remove Existing Concrete Lining on North Pecan Creek
Pros:
•More Natural Appearance
•Water Quality Benefits
Cons:
•Still an undersized channel to handle 100 year event. No Hydraulic Improvement
•Existing concrete lined channel is 2:1 & 3:1 slopes
•Top of channel width would increase to achieve 4:1 slopes for mowing/maintenance
•Water Surface Elevation is raised (0.2’ rise in 100 yr, 0.4’ rise in 10 yr)
•Senior Center is near the existing 100 year BFE for N. Pecan Creek.
•Velocity (ultimate conditions) are over 6 fps
•Exceeds velocity for earthen channels per Stormwater Design Criteria Manual
•Regular maintenance required and increased maintenance cost
•Increased natural erosion and ponding of water
•Water will remain in channel longer keeping ground wet,
•Continuously saturated ground is difficult for vegetation to grow
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6
Senior Center is at
approx. 622’
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Option 2: Do Nothing /Leave As Is (until downstream section is improved)
Pros:
•No disturbance to park
•No funds spent
•Stormwater flows through leaving a dry
concrete bottom
•No rise in existing Water Surface
Elevation
•Prevents Erosion
•Increases capacity of channel’s
conveyance
•Protects channel side slopes
Cons:
•Still have an undersized channel to
handle 100 year event. No Hydraulic
Improvements.
Dry after
storm event
Retains water
after storm
event
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Option 3: Reinforced Concrete Boxes
Pros:
•Stormwater is underground with swale
on top, allowing for more park surface
area
•Low Maintenance
Cons:
•Expensive
•Some trees will need to be removed
•Possible 36” Sanitary Sewer relocation.
•Since, the downstream is not improved
•The outflow will need to be
restricted to ensure no downstream
flooding
•Or, may need to oversize RC Boxes
to detain stormwater to existing
conditions.
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Option 4: Gabion Baskets Pros:
•Natural look
•Water Quality Improvements
•Increase hydraulic capacity
•Reduces erosion more than
earthen channel
•Can obtain 2:1 slopes
Cons:
•Fencing may be required
•Possible 36” Sanitary Sewer
relocation
•Lose park surface area
•no side slopes for sitting or
crossing channel.
•Top width will need to increase to
get capacity
•Will have wet channel bottom
•Increased maintenance cost
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Option 5: Retention / Detention Pond with RC Boxes
Pros:
•Create an amenity
•Increase Park surface area
•Either match or reduce down stream volume
out of the park
Cons:
•Expensive
•Require aerator
•Possible 36” Sanitary Sewer relocation
•Increased Maintenance
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11
Example of a Retention / Detention Pond
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Comparison Table
12
Description Estimated Cost of Construction
Estimated 10 yr Maintenance
Cost
Option 1
Remove Existing Concrete (N.
Pecan segment only)$500,000 $170,000.00
Option 2 Leave As Is $0 $20,000.00
Option 3 Concrete Boxes $25,000,000 $12,000.00
Option 4 Gabion Baskets $4,600,000 $120,000.00
Option 5
Retention/Detention Pond
with RC Boxes $20,000,000 $276,000.00
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Direction
Receive a report, hold a discussion, and give staff direction regarding modification
of the concrete lined channel running through Quakertown Park.
•Option 1: Remove existing concrete and regrade channel
•Option 2: Leave as is until downstream section is improved.
•Option 3: Concrete Boxes
•Option 4: Gabion Baskets
•Option 5: Retention / Detention Pond with RC Boxes
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Questions?
Noreen Housewright
Senior Engineer-Floodplain Administrator
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15
Downstream Improvements
16
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-471,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction regarding an audit follow up of the Procurement
Process Audit.
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Internal Audit
CITY AUDITOR: Umesh Dalal
DATE: February 18, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding an audit follow up of the Procurement
Process Audit.
BACKGROUND
The procurement process is used to acquire goods and services to ensure continued City operations;
therefore, effectiveness of this process is critical. This process expends about $200 million of City resources
annually, which necessitates proper controls to ensure compliance and prevent abuses. Denton’s
procurement process must comply with State regulations, which prescribe significant penalties for non-
compliance. The Procurement Process Audit had identified significant non-compliance with the State
Regulations. This follow up report is intended to provide a progress update on recommendations from the
Procurement Process Audit which reviewed the City’s compliance with these procurement regulations.
RECOMMENDATION
Staff recommends approval of the Follow Up Report of the Procurement Process Audit.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On June 18, 2019 the Audit/Finance Committee received a report on the Procurement Process Audit and
recommended moving this item forward for the City Council’s consideration.
On August 13, 2019 the Procurement Process Audit was presented to the City Council.
On February 18, 2020 the Audit/Finance Committee received a Follow Up Report on the Procurement
Process Audit and recommended moving this item forward for the City Council’s consideration.
EXHIBITS
1. Agenda Information Sheet
2. Audit Response Cover Letter
3. Report on the Follow-up of the Procurement Program
4. Presentation
Respectfully submitted:
Umesh Dalal, 940-349-8158
City Auditor
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Audit Response Cover Letter
Procurement Process Audit Follow Up
OUR CORE VALUES
Integrity Fiscal Responsibility Transparency Outstanding Customer Service
ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989
February 18, 2020
City Auditor Acknowledgement
The City Auditor’s Office has completed an audit follow up of the Procurement Process Audit
issued in August 2019. We conducted this follow up review in accordance with generally
accepted government auditing standards. Those standards require that we plan and perform the
audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and
conclusions based on our audit objectives. We believe that the evidence obtained provides a
reasonable basis for our findings and conclusions based on our audit objectives.
City Attorney’s Office Acknowledgement
The City Attorney’s Office was not engaged in this audit as no legal opinions were requested.
Procurement Acknowledgement
Procurement and Compliance have reviewed and provided input to the audit follow up of the
Procurement Process Audit. The Procurement Department is committed to procuring the City’s
various goods and services while maintaining compliance with procurement policies, procedures,
and statutes.
City Manager’s Office/Review Team Acknowledgement
The City Manager’s Office and Review Team have had an opportunity to provide input and
respond to and review the Procurement Follow-Up Audit. The Procurement Department has made
significant improvements in processes previously identified and continues to address opportunities
for further enhancements.
AUDIT OF PROCUREMENT
PROCESS
Follow Up Report
ABSTRACT
Significant monitoring improvements have been
made to facilitate compliance with applicable
purchasing laws for about $203 million in annual
expenditures; however, some additional
improvements are still necessary especially when
sole sourcing goods or services.
City Auditor’s Office
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page2 Table of Contents
Executive Summary ............................................................................................................................. 3
Introduction ......................................................................................................................................... 4
Management Responsibility ..................................................................................................................... 4
Audit Objectives, Scope, and Methodology .............................................................................................. 4
Recommendation Status Update ......................................................................................................... 5
Procurements Exceeding $50,000 ............................................................................................................ 5
Electronic Bids ........................................................................................................................................... 6
Procurements Exceeding $3,000 But Less Than $50,000 ......................................................................... 7
Bid Evaluation ........................................................................................................................................... 8
Sole Source Purchases .............................................................................................................................. 9
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page3
Executive Summary
Honorable Mayor and City Council Members,
We have completed a six-month follow up review of the Procurement Process Audit issued in August 2019.
This review is intended to provide the status of the implementation of recommendations made in the
audit. The audit had identified non-compliance with the City and State procurement regulations which
impacts about $203 million in annual expenditures.
Overall, we found that significant improvements have been made to facilitate compliance with applicable
purchasing laws. The positive changes we noticed include implementation of an electronic bidding system
and additional compliance verifications for every purchase requisition. The purchasing data is better
analyzed to improve efficiencies in purchasing that can lead to savings. Still, some additional improvements
are necessary as described below:
• Texas law prohibits municipalities from using separate, sequential, or component purchases as a means
of avoiding bidding requirements. While a new monitoring process has improved compliance, it is not
sufficient. The currently implemented process can be further improved using commodity codes to
ensure that similar purchases are not made from multiple suppliers, thus risking exceeding statutory
limits and non-compliance with statutes. This type of monitoring would provide further assurance that
the City is complying with purchasing laws and could result in additional volume discounts.
• Texas law exempts certain purchase that can be made from only one source from its competitive
bidding requirements. These sole source purchases require special attention from the Purchasing
Division to ensure that the City complies with the law. Although Purchasing has improved
documentation of the departmental justification for sole source purchases, further improvements are
needed to ensure that proper diligence is exercised when recommending approval of these purchases
to the City Council. This type of documented due diligence is especially necessary when the
department’s justification indicates existence of an alternative source.
The original audit report made 14 recommendations, 12 of which are either implemented or in progress.
While additional follow up work is needed in the future, the Purchasing Division has made significant
improvements since the issuance of the audit. We appreciate staff’s cooperation and time during the audit.
Please contact the City Auditor if you have any questions.
Sincerely,
Umesh Dalal, City Auditor
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page4 Introduction
The City Internal Auditor is responsible for providing: (a) an independent 1 appraisal of City
operations to ensure policies and procedures are in place and complied with, inclusive of
purchasing and contracting; (b) information that is accurate and reliable; (c) assurance that assets
are properly recorded and safeguarded; (d) assurance that risks are identified and minimized; and
(e) assurance that resources are used economically and efficiently and that the City’s objectives
are being achieved.
The City Auditor’s Office has completed an audit follow up of the Procurement Process Audit issued
in August 2019. We conducted this follow up review in accordance with generally accepted
government auditing standards. Those standards require that we plan and perform the audit to
obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and
conclusions based on our audit objectives. We believe that the evidence obtained provides a
reasonable basis for our findings and conclusions based on our audit objectives.
Management Responsibility
City management is responsible for ensuring that resources are managed properly and used in
compliance with laws and regulations; programs are achieving their objectives; and services are
being provided efficiently, effectively, and economically.
Audit Objectives, Scope, and Methodology
This report is intended to provide a progress update on recommendations from the Procurement
Process Audit (August 2019), which reviewed the City’s compliance with procurement regulations.
Audit fieldwork was conducted during January 2020. The scope of review varied depending on the
procedure being performed. The following list summarizes the major procedures performed:
• Reviewed documentation from the issued audit to develop criteria including industry
standards, best practices, policies, and procedures;
• Examined a statistical sample2 of 91 purchase orders issued between June 20193 and
November 2019 to determine the implementation status of recommended documentation
and process improvements;
• Reviewed a judgement sample of 30 solicitations issued since July 20194 to determine if
recommended documentation and process improvements had been implemented;
• Reviewed the purchases of a judgement sample of 22 suppliers whose procurements
totaled just over $50,000 (i.e. between $50,000 and $70,000) between December 2018
and November 2019; and
• Interviewed Purchasing Management and reviewed provided documentation.
1 The City of Denton Internal Auditor’s Office is considered structurally independent as defined by generally accepted government auditing
standard 3.56.
2 This sample size provides with 95% confidence that the true population mean is within ±10% of the sample estimate.
3 The scope of this audit is based on the presentation of the report to the Audit/Finance Committee in June 2019.
4 Only solicitations issued in the City’s new electronic bidding system were considered for review.
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page5 Recommendation Status Update
This report summarizes the Audit of Procurement Process’s recommendations, management responses,
and City Auditor’s Office’s follow up findings, which described to what degree City Management has
implemented the City Auditor’s Office’s recommendations since publication of the original report (August
2019). Recommendations and their implementation results are grouped as they were in the original report.
Procurements Exceeding $50,000
1. Provide training to Procurement staff and departmental liaisons on purchasing regulations.
Management Response: Concur
Training is provided quarterly to department liaisons and as requested for department users,
Purchasing staff training is budgeted annually and attended as relevant training is available.
Audit Follow Up Finding: In Progress
The Purchasing Division has provided several trainings to department staff on newly implemented
procurement processes including the Requisition Information Form, the Sole Source Justification
Form, and applicable changes to the JD Edwards system; these trainings have included references to
legal purchasing requirements. In addition, reference materials for the City’s new electronic bidding
system have been made available to vendors.
In addition, Purchasing staff has received about three and a half hours of procurement training a
month since the issuance of the audit. While this is adequate, three staff members were hired at the
end of December 2019, and so have not received any procurement training. The training of these
staff members will be reviewed during the next follow up report.
2. Use at least five-digit commodity codes for purchases after training departmental and
purchasing personnel about their use.
Management Response: Partially Concur
Use of commodity codes will be researched further in partnership with Technology Services;
commodity codes are likely not a viable option due to system constraints.
Audit Follow Up Finding: Not Implemented
No purchase orders issued between June 2019 and November 2019 included commodity code
references in the JD Edwards system. Purchasing Management stated that they had been focused on
implementing other recommendations and so had not yet been able to make progress on this
recommendation. Without the widespread use of commodity codes in the City’s financial system, the
Purchasing Division’s ability to monitor purchases for compliance with the law is hindered.
3. Require Purchasing personnel to monitor purchases and seek sealed bidding for
expenditures exceeding $50,000 either as one purchase or cumulatively from several
purchases as agreed during this audit.
Management Response: Partially Concur
Monthly monitoring of expenditures is on-going; however, the reviews will be retrospective and will
not necessary prevent future purchases from taking place especially if solicitations and contracts
cannot be established in a timely manner.
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page6 Audit Follow Up Finding: Implemented
The Purchasing Division has implemented a Requisition Information Form, which requires
departments to indicate whether the goods or services being requested can be procured under a
contract. If a contract is not referenced on this form, Purchasing staff review the vendor’s spending
history for the past twelve months to ensure that consolidation opportunities are identified when
appropriate. We found evidence that the City has initiated negotiations with for at least five vendors
based on this process since the audit was issued.
In addition, Purchasing has developed an interactive database of all City contracts, which allows
departments to review active contracts and monitor the spending level of each. While not a direct
recommendation from the audit, this solution facilitates compliance monitoring for all purchases and
the Department should be commended.
4. Require the Purchasing Manager to conduct a periodic spend analysis to identify
opportunities for consolidation of purchases to obtain volume discounts.
Management Response: Concur
Beginning in December 2018, staff has been able to report on expenditures by vendor. Monthly
monitoring by expenditures is on-going and staff is working to identify contracting opportunities.
Audit Follow Up Finding: Implemented
Purchasing has conducted a three-year spend analysis for each City department and worked with
each department’s management to identify consolidation opportunities, which will be monitored by
a Contract Specialist. Purchasing plans on performing these spend analyses annually. We found
evidence that the City has initiated negotiations with at least five vendors based on this process since
the audit was issued.
Electronic Bids
5. Require Purchasing to implement an electronic solution to secure electronic bids prior to the
bid opening date.
Management Response: Concur
As of 6/12/19, the City has implemented an electronic bidding software.
Audit Follow Up Finding: Implemented
The City has begun using the Ion Wave electronic bidding software.
6. Ensure that the bids, once submitted, cannot be changed.
Management Response: Concur
As of 6/12/19, the City has implemented an electronic bidding software.
Audit Follow Up Finding: Implemented
The implemented electronic bidding software adequately ensure that bids cannot be changed once
submitted.
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page7 7. Require witnessing of the bid opening, which must be conducted at the designated place.
Management Response: Concur
Purchasing staff will require witnessing of the bid opening, as stated in the solicitation documents.
Audit Follow Up Finding: Implemented
Purchasing staff has created a standard Bid Opening Form to document public bid openings. We
found that ten of twenty-two solicitations reviewed had public bid openings. Of these, seven had
completed Bid Opening Forms. The three solicitations with missing Bid Opening Forms all occurred
prior to 10/1/2019, indicating that the process has now been fully implemented.
Procurements Exceeding $3,000 But Less Than $50,000
8. Require Purchasing staff to monitor purchases made to ensure that three quotes and the
quotes from HUB vendors are obtained for total purchases over $3,000 but less than
$50,000.
Management Response: Partially Concur
Monitoring of cumulative purchases will be challenging given that the current policy does not require
departments to obtain quotes or comply with HUB requirements for purchases less than $3,000.
Purchasing does not currently have a mechanism to inform departments of when non-contract
expenditures with a particular vendor reach a certain dollar amount (e.g. $3,000).
Audit Follow Up Finding: Implemented
Based on a statistical sample, about 20% of the City’s purchase orders totaled between $3,000 and
$50,000, do not fall under a contract, and were not procured using an exemption meaning that
informal quotes are required (see Figure 1).
Figure 1: Purchase Order Procurement Method Sample Results (June-November 2019)
Of the 18 purchases where quotes were required, we found the following:
• Three purchases were procured as if they were contracted; however, the items procured did
not appear to be included in the referenced contract. This resulted in these purchases not
having adequate quote documentation.
Based on these results, the Purchasing Division’s monitoring of compliance for purchases between
$3,000 and $50,000 appears to have significantly improved since the issuance of the audit. Staff
$2,769,887 ,
Contracted
$347,807 ,
Exempt
$162,457 ,
Quotes Required
$35,539 , Less
Than $3,000
Other
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page8 should continue to verify that all items procured under a contract are included in that contract in
order to avoid unintentional non-compliance with these regulations.
9. Documentation must be maintained on the record if HUB vendors providing desired
products or services are not available in Denton County.
Management Response: Partially Concur
Purchasing implemented a requisition information form that requires documentation of HUB
compliance. Certain purchases are exempt from HUB compliance, these purchases will not have
documentation of HUB compliance.
Audit Follow Up Finding: Implemented
The Requisition Information Form is adequately designed to facilitate the monitoring of HUB
compliance and appears to be effective when it is used.
Bid Evaluation
10. The Director of Purchasing and Compliance must ensure that criteria for best value are
included in the request for bids/proposals.
Management Response: Concur
Evaluation criteria are stated in solicitation documents when City issues a Request for Proposal (RFP).
Bids are required to meet specifications & minimum qualifications as stated in solicitation documents
when City issues Invitation to Bid (IFB) to be considered for award.
Audit Follow Up Finding: Implemented
All thirty non-exempt solicitations reviewed included defined evaluation criteria. In addition,
Purchasing appears to have informally adopted a standard set of RFP criteria defined as such:
• Delivery/Project Schedule – 10%
• Compliance with Specifications, Quality, Reliability, and Characteristics to Meet Stated or
Implied Needs – 20%
• Indicators of Probable Performance – 10%
• Price – 60%
It should be noted that this follow up report does not express an opinion on the appropriateness of
these criteria.
11. The City Council needs to adopt criteria for discussions with offerors submitting qualified
proposals in accordance with the Local Government Code 252.042 (b).
Management Response: Concur
Purchasing staff are currently updating the Purchasing Manual which will include evaluation criteria
in accordance with Local Government Code 252.042 (b). Council is scheduled to review and adopt
the Purchasing Manual updates in August 2019.
Audit Follow Up Finding: Not Implemented
The Materials Management and Payment Procedures Manual (i.e. the Purchasing Manual) has not
been updated since the Procurement Process Audit was issued in August 2019, though this update
is in process. The current Manual – updated May 2018 – does not include any standard criteria for
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page9 RFP solicitations, indicating that the City Council has yet to adopt criteria for discussions with offerors
submitting qualified proposals.
12. Require retention of all bid evaluation sheets along with detailed explanation of the scores
assigned to each bid.
Management Response: Partially Concur
Purchasing will maintain bid evaluations with explanations of the scores for the evaluation team,
individual notes from each evaluation team member will not be maintained.
Audit Follow Up Finding: In Progress
Of the thirty non-exempt solicitations reviewed, fifteen had proceeded to the bid evaluation stage.
Thirteen of these solicitations had adequate bid evaluation documentation. The details of this finding
are further illustrated in Table 1.
Table 1: Bid Evaluation Documentation Summary
Solicitation Type # Reviewed Adequate
Bid Tabulation
Adequate Evaluation
Explanation
Invitation for Bid 7 100% Not Necessary
Request for Proposal 6 100% 67%
Request for Qualifications 2 100% 100%
All: 15 100% 87%
According to Purchasing Management, all evaluations are being performed in the Ion Wave system
as of January 2020. The implementation of this process should increase assurance that adequate
evaluation score explanations are documented in the future.
Sole Source Purchases
13. Require the Department Directors to ensure that the products or services requested for
sole-source procurement are not available from any other source.
Management Response: Concur
Purchasing has implemented a sole source justification form requiring Department Directors
signature when requesting a sole source purchase.
Audit Follow Up Finding: In Progress
The Procurement Division has implemented a Sole Source Justification Form, which requires
department directors to certify that a purchase qualifies for the Local Government Code Chapter 252
sole source exemption. We found that all Sole Source Justification Forms reviewed were signed by a
department director; however, three of the seven Sole Source Justification Forms reviewed had
statements indicating that there were other vendors of a potential commodity and so may not qualify
for the sole source exemption. Purchasing Management stated that these exemptions were allowed
because the department was able to justify why the specifications of a particular product were
considered necessary.
These statements are shown below:
• “Several software vendors were available at the Fall National Community Development
Association Conference in January 2019.”
The City of Denton Internal Audit Report February 2020
Audit Follow Up of Procurement Process Audit (August 2019)
Page10
• “Currently only two companies have the equipment that will work and survive in this harsh
environment and have a reputation for quality and a track record of meeting the goals of the
customer.”
• “The only other vendor with a comparable hosted and fully supported ILS software for public
libraries is SIRSI/Dynix’s BLUEcloud.”
We found that this type of justification practice was taught as part of the Purchasing Division’s
department sole source justification trainings; however, the availability of other vendors for a
commodity indicates that a purchase is not sole source.
14. Require the Purchasing Division to conduct due diligence to research and obtain all pertinent
information related to the sole source purchase request for analysis and determine if the
request complies with the state regulations. The following procedures may also be used to
determine if the request for the sole source is valid:
i. Advertise in the newspaper the City’s intention to procure a product or service as
sole source and invite proposals/information from potential vendors related to the
procurement.
ii. Consult the City Attorney’s Office to verify if any additional inquiries or information
is necessary to justify the sole source procurement.
Management Response: Partially Concur
Purchasing staff check cooperative purchase agreements, other municipalities, and consult with the
City Attorney’s Office when verifying sole source claims. Not all research is documented in a central
location.
Audit Follow Up Finding: In Progress
The Sole Source Justification Form implemented by Procurement staff generally requires the
department to provide appropriate information; however, it does not require Purchasing to
document due diligence performed. Of the seven Sole Source Justification Forms reviewed, we found
evidence of due diligence for only one purchase and we found evidence that at least four of the
reviewed purchases may not meet the legal requirements for a sole source exemption. In addition,
only four of the seven reviewed forms were certified by the Purchasing Manager.
This being said, a revised Sole Source Justification Form was introduced as of November 2019, which
may improve the documentation of Purchasing’s due diligence. Similarly, Purchasing has issued two
“Notice of Intent to Award Sole Source” (SSA) via the new electronic bidding software. Issuance of
an SSA provides evidence of Purchasing’s sole source due diligence.
According to Purchasing Management, the decision to issue an SSA is based on Purchasing’s
discussion with the department during a Solicitation Review Committee (SRC) meeting, which
reviews all sole source procurements over $50,000. Increasing documentation of the discussion and
direction given at these meetings may further demonstrate Purchasing’s sole source due diligence.
Follow Up Report of
Procurement Process
Audit (August 2019)
City Auditor’s Office
February 25, 2020
Purpose of Procurement Audit Follow Up
•Provides a progress update
on audit recommendations
•Audit addressed the City’s
compliance with procurement
regulations
•Review found Significant
Improvement
Legistar ID: 20-471 2 of 7February 25th, 2020
Addt'l Requisition Info Facilitates Monitoring
•Requisition Info Form:
•Identifies Contract Number if Applicable
•Tracks HUB Contacts and Quotes
•Dept. Spend Analyses Identified Opportunities
Legistar ID: 20-471 3 of 7February 25th, 2020
Bid Security Has Significantly Improved
•Electronic Bidding System
•Ensures Bid Security
•Should Improve Evaluation
Documentation
•Informally adopted standard
criteria for RFPs
Informal Standard RFP Criteria
Criteria Standard Weight
Delivery/Project Schedule 10%
Compliance with Specs, Quality,
Reliability, and Characteristics to
Meet Needs
20%
Indicators of Probable
Performance 10%
Price 60%
Legistar ID: 20-471 4 of 7February 25th, 2020
Sole Source Exemption Not Always Evident
•Department Justification Requirements Improved
•No Documentation of Purchasing Due Diligence
•Up Coming Improvements:
•Revised Justification Form
•Begun issuing “Notice of Intent to Sole Source”
Ambiguous Sole Source
Justification Examples
“Currently only twocompanieshave the equipment that will work and survive in this hard environment…”
“The only other vendor with a comparable hosted and fully supported [software]…”
Legistar ID: 20-471 5 of 7February 25th, 2020
Progress Report Summary:
Significant Monitoring Improvements Made
Audit Area Recommendations Implemented In Progress Not Implemented
Procurements > $50,000 4 50%25%25%
Electronic Bids 3 100%0%0%
Procurements Btw $3,000 & $50,000 2 100%0%0%
Bid Evaluation 3 33%33%33%
Sole Source Purchases 2 0%100%0%
All:14 57%29%14%
Recommendations Not Implemented:
1.Use of Commodity Codes
2.Formally Adopted Evaluation Criteria
Legistar ID: 20-471 6 of 7February 25th, 2020
Questions?
City Auditor’s Office
Umesh Dalal, City Auditor
Madison Rorschach, Staff Auditor
Legistar ID: 20-471 7 of 7February 25th, 2020
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-472,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction regarding an investigation of the Bonnie Brae Road
and Scripture Street roundabout construction.
City of Denton Printed on 2/21/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Internal Audit
CITY AUDITOR: Umesh Dalal
DATE: February 25, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding an investigation of the Bonnie Brae
Road and Scripture Street roundabout construction, and staff response.
BACKGROUND
The City Auditor’s Office received a complaint on July 18th, 2019 via the City’s fraud, waste, and abuse hotline –
Lighthouse Services. This complaint claimed that there was mismanagement, lack of proper planning, and waste of
resources during the construction of the Bonnie Brae Road and Scripture Street roundabout. This complaint was
investigated by City Auditor’s Office during their work on the Capital Projects Administration audit.
RECOMMENDATION
Staff recommends approval of the Investigative Report of the Bonnie Brae and Scripture Roundabout Construction.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On February 18, 2020 the Audit/Finance Committee received a Report of the Bonnie Brae and Scripture Roundabout
Construction and recommended moving this item forward for the City Council’s consideration.
EXHIBITS
1. Agenda Information Sheet
2. Investigative Report of the Bonnie Brae and Scripture Roundabout Construction
3. Internal Audit Presentation
4. Department Response Presentation
Respectfully submitted:
Umesh Dalal, 940-349-8158
City Auditor
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
The Honorable Mayor and the City Council Members,
Internal Audit received a complaint on July 18th, 2019 claiming mismanagement, lack of proper planning,
and waste of resources during the Bonnie Brae and Scripture Roundabout construction. The complaint was
investigated by Internal Audit staff during their work on the Capital Projects Administration audit. Necessary
records were reviewed, and staff was interviewed. The following findings indicate that planning was
inadequate and significant expenditures were approved after the fact. The summary of what we found
consists of:
1. The previous administration failed to conduct a traffic analysis during the design of Bonnie Brae
Street from I-35E to Scripture. This discrepancy was not identified by the current administration
prior to presenting the project to the City Council for right of way acquisition direction. The Director
of Engineering Services stated that a traffic study is required for any roadway construction and/or
expansion project; however, they missed this discrepancy due to the large volume of projects
inherited from the previous administration. These projects had several different types of
discrepancies.
2. The Invitation for Bid for the construction project had four addenda prior to issuing it, ultimately
resulting in the extension of the bid opening by one week. While it is typical to issue some addenda
during the solicitation of construction projects, communication surrounding Addendum 4,
indicates that this delay appears to have been caused, at least in part, by unclear plans and
specifications.
3. During the City Council meeting dated May 21, 2019 where the construction contract was awarded,
Engineering Services management stated that a change order to this contract would be presented
at a later date to authorize expenditures for the relocation and increase of certain water lines in
the area that were included in Amendment 2 of the design agreement. Change orders are typically
issued for items not known when awarding the contract.
Based on discussions with Engineering Services Management, this change order appears to have
been caused due to a breakdown in communication within the Engineering Services Department.
The water lines had originally been included in the project but were removed by the project
manager without input from Engineering Services Management. After the Bonnie Brae IVA
construction solicitation had been issued, Engineering Services Management learned of this project
scope change and decided that it was necessary to include the water lines in the Bonnie Brae IVA
project. This decision resulted in the need for a change order before the contract was awarded.
4. A revised set of construction plans bearing a seal dated in June 2019, appears to be associated with
Amendment 2 to the design agreement, which generally revised the agreement to include the
following for $45,000:
a. Revised paving designs to reflect the City’s inability to acquire two right of way parcels
needed for construction; and
b. Additional design revisions to include water line construction in the project area.
Amendment 2 was approved by the City Manager in July 2019 – almost a full month after the design
work was complete. This indicates that the work was not authorized when it began. Engineering
Services Management stated that this delay was cause d by the design contractor’s lack of
responsiveness when providing pricing for the amendment. Based on our review, we found that
the design contractor submitted pricing to the City on July 19th, and the Amendment was approved
Page2 by the City Manager on July 25th. Allowing the contractor to work on the amendment work without
having agreed on a price may not be a prudent action as the City risks being over-charged.
5. These design changes were then reflected in the construction contract through Change Order 1,
which was approved by City Council in September 2019 – several months after the associated
construction had begun in July 2019. This circumstance obligated the City for $864,130.05 of
unauthorized work, which was paid shortly after Change Order 1 was approved.
It should be noted that the change order was primarily for water line construction, which had to
be completed before authorized roadway construction began. Pricing for this change order was
submitted by the contractor on August 26th and approved by the City Council on September 10th.
While it is conceivable that it took two weeks to obtain Council approval, it is unclear why it took
more than a month for the contractor to prepare the change order. Allowing the contractor to
perform change order work without having agreed on a price may not be a prudent action as the
City risks being over-charged.
6. Construction then began on the Scripture Roundabout (Bonnie Brae IVA) around June 17, 2019.
However, the contractor sent the City a Notice of Delay indicating that work had to be halted as of
June 27, 2019. The contractor claimed that many of the utility connections had not yet been
relocated and the contractor had received an “abundance” of plan revisions. In addition, the plan
revisions appear to have set construction back by about one week and cost the City about $13,000
for the contractor’s standby time. Our Office found some evidence that the project’s construction
start date was communicated to external utilities, however, utilities were not completely relocated
until September 3rd, 2019.
7. At the end of August 2019, about $40,000 was spent constructing a temporary asphalt roadway
running through the Bonnie Brae-Scripture Roundabout construction site. This temporary roadway
was not part of the construction plans and was not built by the construction contractor. It may
have been constructed in response to construction delays. An additional $14,079.50 was
authorized to purchase services to remove this temporary roadway.
Table 1 summarizes the changes in cost associated with these design agreement amendments and the
relevant construction contract change order.
Table 1: Summary of Bonnie Brae IV Project Costs to Date
Original Contracts Value Changes Total Contract Value Percent Increase
Design Costs1 $900,256.25 $377,150.00 $1,277,406.25 41.9%
Construction Costs $2,905,536.70 $585,310.35 $3,490,847.05 20.1%
All Costs: $3,805,792.95 $962,460.35 $4,768,253.30 25.3%
Conclusion:
The previous information clearly demonstrates that there were multiple project delays in part due
communication issues and that work began prior to receiving authorization from the City Council
and City Manager. Although, there was some unplanned spending, it is difficult to determine if
there were wasted resources. This is because information is not available to perform a cost benefit
analysis with the project as originally planned. Similarly, Change Order 1 and Amendment 2
resulted in about 0.81 lane miles not being fully improved and realigned as originally planned as
part of Bonnie Brae IVA.
1 It should be noted that these costs include the design of all of Bonnie Brae Phase IV not just the Scripture Roundabout.
Page3 Attachment A: Additional Investigation Details
The Bonnie Brae Phase IV project’s original design agreement for this contract was executed in August
2013. This expenditure funded completion of 30% design work, which provided stakeholders including the
current Administration an opportunity to verify the completeness of design and identify other pertinent
issues related to this project that were not originally addressed by the design work.
In January 2017, the City executed a second design agreement for this project with the same design
consultant to complete 60% and 90% design work. At this time, the 30% plans should have been reviewed
and any relevant issues identified and mitigated prior to presenting the project to the City Council for
direction. However, the fact that a traffic study was never completed was not identified until after the
project was presented to City Council for direction in November 2017.2 According to Engineering Services
Management, this was not identified due to the volume and disorganization of inherited projects.
According to the Institute of Transportation Engineers, a traffic study is used to quantify the extent of a
transportation problem and should be conducted when a major roadway improvement or reconstruction
project is proposed. According to the Deputy City Engineer, the improvements proposed for Bonnie Brae
IV had originally been based on the City’s Mobility Plan and the need for such road widening were not
verified by the previous administration prior to beginning design. The new traffic analysis and City Council
concerns precipitated a redesign of the roadway causing the City to execute Amendment 1 to the current
design contract as shown in Table 2.
Table 2: Amendment 1 to Design Agreement Costs
Amendment Reason Cost
Scope Change – Addt’l Drainage $86,875.00
Right of Way Support3 $91,510.00
Traffic Analysis $16,200.25
Redesign based on Traffic Analysis $109,375.00
Total: $303,960.25
The 90% design plans were submitted in December 2018 for the full Bonnie Brae Phase IV project – about
a six-month delay in the project; however, around this time, staff decided to split the project into Parts A
(the Scripture Roundabout) and B (the rest of the road). The project appears to have been split to alleviate
increasing congestion issues with limited funding. Incomplete plans and specifications were then used to
issue the invitation for bid (IFB) during March and April of 2019.
Four separate addendums were issued to this IFB during the bid period. Of these four addendums,
Addendum 1 to the Construction Contract generally reduced the construction contract price by removing
quantities from the bid due to paving changes. Addendum 3 and 4 increased the construction price by at
least $220,000 for miscellaneous electric work, message signs, irrigation, and asbestos removal. These
addenda were seemingly needed due to unclear specifications and required the bid period to be extended
by one week.
2 At this meeting, the City Council also voiced concerns about taking properties for the right of way and increasing safety at the Scripture-
Bonnie Brae intersection.
3 For right of way engineering support (i.e. due diligence) – does not include acquisition or actual appraisal.
Page4 This IFB resulted in a construction contract for $2,905,536.70 being awarded in May 2019 with construction
to begin in June. Engineering Services management informed the City Council that a change order to this
contract would be presented at a later date to authorize expenditures for the relocation and increase of
certain water lines in the area.
This change order was caused by a break down in department communication. The project manager at the
time decided to remove the water lines – originally planned to be included in the Bonnie Brae IVA project
– to be part of an active water line construction project about one mile south. Engineering Services
Management did not learn of this decision until the Bonnie Brae IVA construction solicitation was open. At
this time Engineering Services Management decided that they needed to add the construction of the se
water lines back into the Bonnie Brae IVA project – resulting in the need for a change order before
construction was awarded.
After the construction began, the Contractor issued a Notice of Delay as several utility lines were not
relocated, and numerous plan revisions had been received. Despite evidence that the City had
communicated the construction start date to external utilities, utility relocations were not complete until
September 3rd, 2019. These plan revisions appear to be associated with Amendment 2 to the design
agreement, which was approved by the City Manager in July 2019 – almost a full month after design work
was complete. These costs are summarized in Table 3 and seemingly resulted in a time delay of about six
days.
Table 3: Amendment 2 Costs
Amendment Reason Cost
Revise due to ROW $41,481.29
Revise due to Utilities $8,418.71
Right of Way Support4 $23,289.75
Total: $73,189.75
These design changes were then reflected in the construction contract through Change Order 1, which was
approved by City Council in September 2019 – several months after the associated construction had begun
in July 2019. This change order also increased construction time by 60 days. Table 4 summarizes the
construction costs associated with Change Order 1:
Table 4: Change Order 1 Costs
Change Order Reason Cost
Scope Changes - Addt’l Water $385,472.00
Construction Extra Work $953,883.04
Standby Time $12,929.91
Reduction in Lane Miles -$490,248.60
Removal of ROW Restoration -$276,726.00
Total: $585,310.35
4 For asbestos project management during removal of homes.
Investigative Report of the
Bonnie Brae & Scripture
Roundabout Construction
City Auditor’s Office
February 25, 2020
Purpose of the Investigative Report
•Received a complaint on July 18th via the City’s Fraud, Waste,
and Abuse Hotline:
•Claimed City funds were wasted due to improper planning and design
during the construction of the Bonnie Brae & Scripture Roundabout
Legistar ID: 20-472 2 of 9February 25th, 2020
Work Conducted Before Price Agreed
•Plan Revisions related to Amendment #2 of the Design Agreement
were complete in June; pricing not agreed until 7/19
•Construction work related to Change Order #1 of the Construction
Contract was begun in July; pricing not agreed until 8/26
Legistar ID: 20-472 3 of 9February 25th, 2020
Work Conducted Before Authorization
•Plan Revisions related to Amendment #2 of the Design Agreement
were complete in June; CMO authorization received on 7/25
•Construction work related to Change Order #1 of the Construction
Contract was begun in July; Council Authorization received on 9/10.
•About $864,000 was invoiced for Change Order #1 work on 9/11
Legistar ID: 20-472 4 of 9February 25th, 2020
Unplanned Costs: Unexpected Redesign
•About $45,000 redesign costs were caused by:
1.Department communication breakdown resulting in water lines from the
project’s original scope having to be reincluded in the project
2.Failure to acquire two parcels of land originally needed for construction
Legistar ID: 20-472 5 of 9February 25th, 2020
Unplanned Costs: Notice of Delay
•About $13,000 in standby costs were incurred after the construction
contractor issued a Notice of Delay due to:
1.Incomplete Utility Relocations
2.An “abundance” of plan revisions
Legistar ID: 20-472 6 of 9February 25th, 2020
Unplanned Costs: Temporary Roadway
•About $55,000 was spent constructing a temporary roadway in order
to alleviate traffic issues due to delays in the construction schedule
•Delays were primarily due to utility relocations which were not complete until
September
Legistar ID: 20-472 7 of 9February 25th, 2020
Conclusion
•Procurement Process Issues
•Unplanned Costs due to:
•Internal and External Communication Breakdowns; and
•Construction Delays
Legistar ID: 20-472 8 of 9February 25th, 2020
Questions?
City Auditor’s Office
Umesh Dalal, City Auditor
Madison Rorschach, Staff Auditor
Legistar ID: 20-472 9 of 9February 25th, 2020
1Work Conducted Before Price Agreed•Staff informed City Council on May 21, 2019 that a change order was forthcoming to accommodate the waterline to minimize disruption to both the Hospital and UNT.•Franchise utilities were still in place on mobilization began.•Utilities had been forewarned of the City’s intent well in advance of the construction start date.•Unknow site conditions were discovered. (Utilities were not in their “as‐built” location)•Staff asked repeatedly for the design consultant’s estimate prior to the consultant’s submittal on July 19, 2019 to incorporate the water line back into the project. •Staff fully executed the amendment in 6‐days.•The consultant continued to do the work at‐risk.•The contractor began at‐risk construction activities•Effort on the contractor’s part to maintain the original timeline despite delays.•The contractor understood that work could not be paid for unless and until the City Council approved the change order. •Plans were complete by the end of June•Pricing was not received by the City until mid to late August and was within acceptable past pricing.•The project team pushed the project forward in an effort to minimized road user costs and prevent demobilization/remobilization costs.
2Unexpected Redesign•The departmental communication breakdown that resulted in the water line’s exclusion has been rectified by instilling check points with departmental and City leadership at the 30%‐60%‐90% design completion.•Current Cost to complete the project•Risks being worked by the project team•Opportunities present•Schedule Impacts•Any scope impacts•The redesign costs of $45,000 that is stated to be reincluded is incorrect as the design costs would have been incurred anyway.•The two parcels were not needed for this phase of the project, and did not impede or harm the project scope at all.
3Notice of Delay•Three franchise utilities failed to relocate their assets which caused delays for the City’s contractor.•Staff tries to mitigate franchise utilities holding up projects by including them on the front end, however this is not always avoidable and a prime reason contingencies are needed for projects with tight timeframes.•Plan revisions related to the water line decision did cause delays. Staff is continuing to work on interdepartmental planning through peer review meetings to mitigate these types of delays before bidding commences.•Staff tried to minimize the total down time for the contractor in an effort to minimize the nuisance factor to commuting public, hospital and UNT.
4Temporary Roadway•Staff decided to install the temporary roadway so that the contractor could continue work in a phased methodology and so the public could also utilize the road during construction.•The temporary roadway also allowed the contractor to continue to work while opening Bonnie Brae to traffic after the school year started•When the contractor finally had all franchise utilities relocated and out of the way (10‐weeks), the contractor achieved substantial completion of the intersection in 12 weeks as planned and communicated in July 2019 to the City Council.
5Departmental Improvements – Lessons Learned•Staff has reviewed the documentation associated with this project and is developing improved documentation required for all projects.•Implemented more coordinated communication by including Peer Review at the 30‐60‐90 percent design process.•Turnover of project management staff in the department has stabilized thereby providing consistency in the project delivery process.•Considering a monthly update on project status to City Council to ensure all stakeholders are fully aware of changes in project performance and/or execution requiring a change order over $50,000.•The strategy with the roads in the 2019 Bond package will be to design a year or two in advance and should have a major impact on minimizing change orders, although this can never be completely eliminated.
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-523,Version:1
AGENDA CAPTION
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, discuss, deliberate, and provide staff with direction pertaining to the potential
acquisition of real property interests located at 909 North Loop 288, in the City of Denton, Denton County,
Texas, where the deliberation of same in an open meeting would have a detrimental effect on the position of the
governmental body in negotiations with a third person. Consultation with the City’s attorneys regarding legal
issues associated with the potential acquisition or condemnation of the real property interests described above
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 negotiations or potential litigation.
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-527,Version:1
AGENDA CAPTION
Consultation with Attorneys - Under Texas Governmental Code Section 551.071.
Consult with the City’s attorneys on the status,strategy,funding,prospects for appeal,and potential resolution
of litigation in Cause No.DC-17-08139,styled “Michael Grim and Jim Maynard v.City of Denton,Texas,”
pending in the 68th Judicial District Court,Dallas County,Texas;where 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 Profession Conduct of the State Bar of Texas,or otherwise compromise the
City’s legal position in pending litigation or appeal.
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-542,Version:1
AGENDA CAPTION
Deliberations regarding a Personnel Matter -Under Government Code,Section 551.074;and Consultation with
Attorneys - Under Texas Government Code, Section 551.071.
Deliberate and discuss the appointment,employment,evaluation,discipline,duties,dismissal,complaints
against,and contract of the Presiding Municipal Judge;consult with the City’s attorneys regarding legal issues
associated with the above,where a public discussion of the same would conflict with the duty of the City’s
attorneys to the City of Denton and the 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 negotiations or potential
litigation.
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2837,Version:1
AGENDA CAPTION
Consider approval of a resolution of the City Council of the City of Denton,approving the 2018/2019 Tax
Increment Reinvestment Zone Number Two (Westpark TIRZ)annual report;and declaring an effective date.
The TIRZ Number Two Board recommends approval (13-0).
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Economic Development
CFO: Antonio Puente, Jr.
DATE: February 25, 2020
SUBJECT
Consider approval of a resolution of the City Council of the City of Denton, approving the 2018/2019 Tax
Increment Reinvestment Zone Number Two (Westpark TIRZ) annual report; and declaring an effective
date. The TIRZ Number Two Board recommends approval (13-0).
BACKGROUND
On December 17, 2012, the City Council adopted an Ordinance No. 2012-366 designating and describing
the boundaries of Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) to provide the public
infrastructure necessary to encourage development in the largest industrially zoned area in the City.
An annual report is required to be submitted to the State Comptroller of Public Accounts, detailing the
previous year’s TIRZ activities. According to 311.016 of the Texas Tax Code, the report is required to
include: the base and appraised value; revenue in the Tax Increment Fund from all participating taxing
entities; purpose of expenditures; and any outstanding bonded indebtedness interest du e. Staff has drafted
the attached report for consideration by City Council.
FISCAL INFORMATION
This is the sixth year of the Westpark TIRZ. This report period includes October 1, 2018 through September
30, 2019. According to Denton Central Appraisal District (DCAD) supplemental valuation figures, the
2018/2019 total appraised valuation of taxable real property in TIRZ Number Two was $72,165,650. This
is a $72,046,192 increase from the 2012 base value of $119,458. The valuation and contribution into the
TIRZ fund is illustrated in the tables below.
Table 1: City Certified and Supplemental TIRZ Two Valuation Summary
Tax Year
Certified
TIRZ Tax
Value
Supplemental
TIRZ Tax
Value*
Incremental
Increase
(Decrease)
Contribution
Adjusted
Incremental
Value
Annual
TIRZ Ad
Valorem
Revenue
2013 119,458 119,458 N/A N/A N/A N/A
2014 566,436 555,807 436,349 40% 174,540 1,204
2015 120,538 120,538 1,080 40% 432 3
2016 2,401,349 2,401,349 2,281,891 40% 912,756 6,237
2017 63,108,366 63,108,366 62,988,908 40% 25,195,563 160,711
2018 68,549,662 72,165,650 72,046,192 40% 28,818,477 178,812
Totals $346,967
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Table 2: County Certified and Supplemental TIRZ Two Valuation Summary
Tax Year Certified Tax
Value
Supplemental
Tax Value*
Incremental
Increase
(Decrease)
Contribution
Adjusted
Incremental
Value
Annual
TIRZ Ad
Valorem
Revenue
2013 119,458 119,458 N/A N/A N/A N/A
2014 566,436 241,101 121,643 40% 48,657 132
2015 120,538 120,538 1,080 40% 432 1
2016 2,401,349 2,401,349 2,281,891 40% 912,756 2,267
2017 63,108,366 63,108,366 62,988,908 40% 25,195,563 59,918
2018 68,549,662 72,165,650 72,046,192 40% 28,818,477 65,007
Totals $127,325
Table 3: TIRZ Two Total Certified and Supplement Summary
Tax
Year
Certified
Tax Value
Supplemental
Tax Value
Incremental
Increase
(Decrease)
Contribution
Adjusted
Incremental
Value
Annual
TIRZ
Ad
Valorem
Revenue
Interest
Income**
Total
Revenue
2013 119,458 119,458 N/A N/A N/A N/A N/A N/A
2014 566,436 555,807 436,349 40% 174,540 1,336 7 1,343
2015 120,538 120,538 1,080 40% 432 4 10 14
2016 2,401,349 2,401,349 2,281,891 40% 912,756 8,505 81 8,586
2017 63,108,366 63,108,366 62,988,908 40% 25,195,563 220,629 2,534 223,163
2018 68,549,662 72,165,650 72,046,192 40% 28,818,477 243,819 8,885 252,704
Total City and County Contributions 474,293 11,517 485,810
* Tax Year 2014 - City uses Supplement #18 dated 12/23/14 and County uses Supplement #20 dated 1/30/2015.
** Tax Year 2016 includes interest earned through 12/31.
Total Fund Balance at 9/30/19 is $286,819
PRIOR ACTION REVIEW
On February 1, 2020, the TIRZ Number Two Board voted to recommend that City Council approve the
2018/2019 Annual Report for Tax Increment Reinvestment Zone Number Two (13-0).
EXHIBIT
1. Agenda Information Sheet
2. Resolution and 2018-2019 Annual Report
3. Form 50-806
Respectfully submitted:
Jessica Rogers
Director of Economic Development
Prepared by:
Erica Sullivan, Economic Development Analyst
Economic Development Department
S : \Legal lOur Docwnents\Resolutions\19\20 18-19 Annual Report Resolution. doc
RESOLUTION NO . ----
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, APPROVING THE
2018/2019 TAX INCREMENT REINVESTMENT ZONE NUMBER TWO (WESTPARK
TIRZ) ANNUAL REPORT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the City of Denton recognizes the importance of its role in local economic
development initiatives and programs; and
WHEREAS, the City has established Tax Increment Reinvestment Zone Number Two
(Westpark TIRZ) and established a Board of Directors for the District to promote development
or redevelopment in the industrial area pursuant to Ordinance No. 2012-366, authorized by the
City Council on December 18, 2012, as provided by the Tax Increment Financing Act , Chapter
311 of the Texas Tax Code, as amended; and
WHEREAS, on February 5, 2013, the City Council adopted Ordinance 2013-033
accepting an Agreement with Denton County to participate in TIRZ Number Two; and
WHEREAS, the Tax Increment Financing Act specifies that the governing body of a city
shall submit an annual report on the financial status of the district to the Chief Executive Officer
of each taxing unit that levies taxes on real property in a reinvestment zone, and a copy of the
report shall be forwarded to the State Comptroller; and
WHEREAS, the Westpark TIRZ District Board reviewed and recommended approval of
the 2018/2019 Annual Report for Tax Increment Financing Reinvestment Zone Number Two to
the City Council; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES :
SECTION 1. That the 2018/2019 Annual Report for Tax Increment Reinvestment Zone
Number Two (Westpark TIRZ), City ofDenton, a copy of which is attached here to as Exhibit A,
is hereby accepted.
SECTION 2. That the City Manager, or his designee, is hereby authorized to submit the
2018/2019 Annual Report for Tax Increment Financing Reinvestment Zone Number Two to the
Chief Executive Officer of each taxing jurisdiction that levies tax on real property in the District;
and to the State Comptroller, as required by state law.
SECTION 3. This resolution shall take effect immediately from and after its passage in
accordance with the provisions of the Charter of the City of Denton, and it is accordingly so
resolved .
S:\Legal\Our Documents\Resolutions\19\20 18-19 Annual Report Resolution. doc
The motion to approve this resolution was made by and
seconded by the resolution was passed and approved by
the following vote L-_j:
Aye Nay Abstain Absent
Mayor Chris Watts:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2 :
Jesse Davis , District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ____ day of _______ _J 2020.
ATTEST:
ROSARIOS, CITY SECRETARY
BY: -----------------------------
APPROVED AS TO LEGAL FORM:
AARON LEJLJCI7 Y AT':ORNEY
BY: ~~ ~t /(W~
CHRIS WATTS, MAYOR
S:\Legal\Our Documents\Resolutions\19\2018-19 Annual Report Resolution .doc
EXHffiiTA
2018/2019 Annual Report for
Tax Increment Reinvestment Zone Number Two (Westpark TIRZ)
City ofDenton, Texas
Tax Increment Reinvestment Zone Number Two
(Westpark TIRZ)
2018/2019 Annual Report
City of Denton
Economic Development Department
215 E. McKinney Street
Denton, Texas 76201
940-349-7776
www.dentonedp.com
October 1, 2018 to September 30, 2019
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page ii
Table of Contents
Map............................................................................................................................................1
Mission Statement ....................................................................................................................2
Background and Purpose ........................................................................................................2
Participating Jurisdictions ..........................................................................................................3
District History and Accomplishments ..................................................................................3
Summary of TIRZ Board Meetings .......................................................................................4
Budget and Project Status .......................................................................................................6
Project Definitions .....................................................................................................................6
Revenues ....................................................................................................................................7
Expenditures ..............................................................................................................................8
2017/2018 Work Program .......................................................................................................9
Appendices ..............................................................................................................................12
Appendix A: TIRZ Two Balance Sheet ...................................................................................13
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 1
Tax Increment Reinvestment Zone Number Two
Legend
'-----'------"L----...1..-'.~..&---L.------10 TlRZ Boundary
Thts map 1s a graphrc representauon prepa red by the Ctly of
Denton end rs tnlended ror use only as a re rerence Oala Property Descri ption
depicted is not guaranteed ror accuracy and may be subje<:t
10 reviSIOn at any time without notlfrcauon A Registered Go.~ernmenl
SUNeyor for the State or Tel<as was not consulted For
SUNey level accuracy, supervrs10n and certlfrca tlon of itle
produced data by a Registered Proressronal Land Svrveyor
ror the state or Texas would need to be performed.
0 412 _5825 1,650 2,475 3,300
w w Foet
Real Acreage Ranl)eland
CommerCUtl vacant l.,ol
Real F armfloose
N +
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 2
Mission Statement
The mission of the Tax Increment Reinvestment Zone (TIRZ) Number Two is to provide a
source of funding for public infrastructure improvements to encourage and accelerate necessary
development within the largest industrially zoned area within the City.
Background and Purpose
Tax increment financing originated as a tool for governments to publicly finance needed
improvements and enhance infrastructure within a defined area in order to stimulate private
development and redevelopment. A TIRZ is a defined area where public infrastructure
improvements are deemed necessary to promote development. The costs of the improvements to
the area are repaid by the contribution of future tax revenues. Specifically, each taxing entity
may choose to dedicate all, a portion, or none of the tax revenue that is attributable to the
increase in property values. The additional tax revenue that is received from the affected
properties is referred to as the tax increment. An ad valorem valuation base is established the
first year, and the revenue from the increased valuation from subsequent years is allocated into a
TIRZ fund to support development projects.
On December 17, 2012, the City Council adopted Ordinance No. 2012-366 designating and
describing the boundaries of Tax Increment Reinvestment Zone Number Two for an industrial
district of Denton, Texas; establishing the duration of the Zone; establishing a Tax Increment
Fund; and establishing a Board of Directors for the Tax Increment Reinvestment Zone. The
City’s second TIRZ consists of approximately 800 acres and is located north of Airport Road.
This industrial area (Westpark) lacks the public infrastructure necessary to encourage
development.
The Westpark TIRZ took effect on January 1, 2013, and will terminate on December 31, 2036, or
the date when all project costs are paid and any debt is retired, whichever comes first. It is
estimated that the TIRZ would generate approximately $14.3 million over a 25 year period for
infrastructure improvements. The City and Denton County will contribute $10 million and $4.2
million into the TIRZ fund, respectively. According to the Finance Plan, the City would retain
$43.9 million and the County would retain $18.8 million of real and business personal property
revenue over the life of the TIRZ.
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 3
Participating Jurisdictions
Table 1: TIRZ Two Participating Jurisdictions
Jurisdiction Years
2018/19 Tax Rate
$/$100 Value
Percent of Tax
Rate
City of Denton 1-10 0.620477* 40
11-25 0.71975** 40
Denton County 1-10 0.225574 40
11-25 0.312867** 40
*Inception rate was 0.68975 for the City and .282867 for the County
**Denotes estimate
The TIRZ board is comprised of fourteen members. The City Council is responsible for
appointing twelve members and designating the board Chair. The governing body of Denton
County, which levies taxes on real property in TIRZ Number Two, has appointed one board
member. Westray Group L.P, the developer, has also appointed a single board representative.
District History and Accomplishments
This is the seventh year of the Westpark TIRZ. The report period includes October 1, 2018
through September 30, 2019. During Fiscal Year 2018/2019, $178,812 was collected for the
City’s portion based on the last supplemental valuation of the calendar year from the Denton
Central Appraisal District (DCAD). The City’s and County’s contribution in the TIRZ fund for
2018/2019 was $178,812 and $65,007, respectively. An additional $8,885 in interest was earned
for the period, bringing the total 2018/2019 contribution to $252,704.
The Denton City Council adopted an Ordinance accepting an Agreement with Denton County to
participate in Tax Increment Reinvestment Zone Number Two; authorizing the City Manager to
execute the Agreement on February 5, 2013. On February 12, 2013, the board for TIRZ Two was
appointed by City Council. Economic Development staff coordinated with multiple City
departments, the developer, and legal counsel to develop a Reimbursement/Developer
Agreement with the developer. The Agreement was approved by the Denton City Council on
May 13, 2014, through Ordinance No. 2014-142.
On August 23, 2016, the Denton City Council approved the addition of a seat to the Economic
Development Partnership (EDP) board for the Texas Woman’s University President and
Chancellor. The adoption of Ordinance No. 2016-249 brought the EDP board membership to
twelve total.
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 4
On November 8, 2016, the following changes were made to the TIRZ Number Two board
Ordinance Nos. 2012-366, 2014-039 and 2015-370, through Ordinance 2016-354, to establish a
TIRZ Number Two board composition that incorporates the current EDP Board:
The Board of Directors shall consist of fourteen (14) members, twelve (12) of whom shall be
appointed by the City Council of the City. All members appointed to the board shall meet the
eligibility requirements set forth in the Act. Board membership shall consist of the following:
The twelve members of the Economic Development Partnership Board;
One member shall be appointed by the governing body of Denton County; and
One member shall be appointed by the “Developer,” Rayzor Investments,
LLP.
The terms of the board members shall be two-year terms; the twelve (12) members appointed by
City Council will serve terms concurrent with their EDP terms. A board member may serve no
more than three consecutive terms.
On April 16, 2019, Denton City Council adopted Ordinance 19-635 revising the Bylaws of Tax
Increment Reinvestment Zone Number Two to ensure that the Bylaws were in accordance with
the adopted TIRZ and EDP ordinances and to clarifiy the amendment to the Bylaws process.
Summary of TIRZ Two Board Meetings
The Westpark TIRZ Board recommended approval of the 2017/2018 Annual Report on February
13, 2019. The board also recommended changes to the TIRZ Bylaws to ensure that the Bylaws
were in accordance with the adopted TIRZ and EDP ordinances and clarified the amendment to
the Bylaws process. The board received reports on the industrial development in the zone and a
Second Amendment to the Reimbursement Agreement between the City of Denton, the Board of
Directors of TIRZ Number Two and Westray Group, LP. An interdepartmental team has had
input on the draft and addressed roadway impact fees, oversize utility cost participation
agreements, easements, traffic impact studies, rail improvements, drainage issues, and the
proportionality of the multi-family development in the zone.
The culmination of developer and interdepartmental meetings and edits has led to a draft
amendment would modify the phases for public improvements, provide the most current
probable construction costs, address rail improvements, and adds additional phases, which more
closely align with how the zone has developed.
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 5
The Board member attendance is presented below.
Table 2: Board Member Attendance
Member Company/Affiliation Present 2/13/19
Alex Payne Denton County X
Tony Clark Independent Bank
Keely Briggs City of Denton Council Member X
Bob Eames Eames Law Group X
Jimmy Mejia La Azteca X
Jesse Davis currently) City of Denton Council Member
Chris Davis Peterbilt X
John Baines John E. Baines PC CPAs
Steve Edgar Medical City Denton X
Jill Jester Minor and Jeter, P.C. X
Marty Rivers First State Bank X
Carine Feyten/Jason Tomlinson* Texas Woman’s University
Neal Smatresk/Pamela Padilla * University of North Texas
Selwyn Rayzor Rayzor Investments X
Ex-Officio Member Company/Affiliation Present 2/13/19
Todd Hileman City Manager of Denton
Vacant at time (Erica Pangburn) Denton Chamber of Commerce X
Jamie Wilson Denton Independent School District
*Indicates Proxy
The following members were added to the TIRZ board on August 21, 2018: Chris Davis, Plant
Manager at Peterbilt, replaced Jim Fykes, who has retired from Peterbilt. Tony Clark, Regional
CEO at Independent Bank Group, replaced Carrell Ann Simmons, who has reached her term
limit.
During 2018/2019, the TIRZ Board received reports and took action on the following items:
1. Recommended approval of the 2017/2018 Annual Report for Tax Increment
Reinvestment Zone Number Two to City Council
2. Recommend approval regarding changes to the Bylaws of Tax Increment Reinvestment
Zone Number Two (Westpark TIRZ).
3. Received reports on the following:
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 6
a. A proposed Second Amendment to the Reimbursement Agreement between the
City of Denton, the Board of Directors of the TIRZ Number Two, the City of
Denton, Texas, and Westray Group, LP.
Industrial development in the zone update
b. Approved the minutes of the February 14, 2018 meeting.
Budget and Project Status
The Westpark TIRZ district has established in its Project and Finance Plans a budget for public
improvement expenditures necessary to support public infrastructure and private investment in
the district. Table 3, which follows, provides the TIRZ projects and estimated costs.
Table 3: TIRZ Projects Costs
PROJECT ESTIMATED COST, $M
Street Improvements $8,000,000
Utilities and Drainage $5,000,000
Industrial Projects $1,275,430
TOTAL $14,275,430
Project Definitions
Street Improvements: includes the construction and reconstruction of paving improvements
capable of handling heavy truck traffic and that provide common turning radius for semi trailers
and may consist of, but are not limited to, primary and secondary major arterial thoroughfares
and collector streets that will provide improved access within the industrial park, to State
highways, and Interstate 35.
Utilities and Drainage: includes the extension of water and wastewater lines along the right-of-
way of the streets within the District. Water and wastewater lines will be built to adequately
accommodate the District at build-out and its anticipated industrial users.
A number of properties in the district are situated in the floodplain. Adequate stormwater
drainage will be built to accommodate the maximum use of the land and comply with the
drainage standards in the Denton Development Code.
Industrial Projects: may include grants, loans and services for public and private development.
Eligible TIRZ project costs are not limited to public uses and may also include projects that
stimulate economic development. Chapter 380 of the Local Government Code grants
municipalities in Texas the authority to offer grants and loans of public funds to stimulate
economic development.
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 7
Revenues
According to Denton Central Appraisal District (DCAD) supplemental valuation figures, the
2018/2019 total appraised valuation of taxable real property in TIRZ Number Two was
$72,165,650. This is a $72,046,192 increase from the 2012 base value of $119,458. The
valuation and contribution into the TIRZ fund is illustrated in the tables below.
Table 4: City Certified and Supplemental TIRZ Two Valuation Summary
Tax Year
Certified
TIRZ Tax
Value
Supplemental
TIRZ Tax
Value*
Incremental
Increase
(Decrease)
Contribution
Adjusted
Incremental
Value
Annual
TIRZ Ad
Valorem
Revenue
2013 119,458 119,458 N/A N/A N/A N/A
2014 566,436 555,807 436,349 40% 174,540 1,204
2015 120,538 120,538 1,080 40% 432 3
2016 2,401,349 2,401,349 2,281,891 40% 912,756 6,237
2017 63,108,366 63,108,366 62,988,908 40% 25,195,563 160,711
2018 68,549,662 72,165,650 72,046,192 40% 28,818,477 178,812
Totals $346,967
Table 5: County Certified and Supplemental TIRZ Two Valuation Summary
Tax Year Certified
Tax Value
Supplemental
Tax Value*
Incremental
Increase
(Decrease)
Contribution
Adjusted
Incremental
Value
Annual
TIRZ Ad
Valorem
Revenue
2013 119,458 119,458 N/A N/A N/A N/A
2014 566,436 241,101 121,643 40% 48,657 132
2015 120,538 120,538 1,080 40% 432 1
2016 2,401,349 2,401,349 2,281,891 40% 912,756 2,267
2017 63,108,366 63,108,366 62,988,908 40% 25,195,563 59,918
2018 68,549,662 72,165,650 72,046,192 40% 28,818,477 65,007
Totals $127,325
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 8
Table 6: TIRZ Two Total Certified and Supplement Summary
Tax
Year
Certified
Tax Value
Supplemental
Tax Value
Incremental
Increase
(Decrease)
Contribution
Adjusted
Incremental
Value
Annual
TIRZ
Ad
Valorem
Revenue
Interest
Income**
Total
Revenue
2013 119,458 119,458 N/A N/A N/A N/A N/A N/A
2014 566,436 555,807 436,349 40% 174,540 1,336 7 1,343
2015 120,538 120,538 1,080 40% 432 4 10 14
2016 2,401,349 2,401,349 2,281,891 40% 912,756 8,505 81 8,586
2017 63,108,366 63,108,366 62,988,908 40% 25,195,563 220,629 2,534 223,163
2018 68,549,662 72,165,650 72,046,192 40% 28,818,477 243,819 8,885 252,704
Total City and County Contributions 474,293 11,517 485,810
* Tax Year 2014 - City uses Supplement #18 dated 12/23/14 and County uses Supplement #20 dated 1/30/2015.
** Tax Year 2016 includes interest earned through 12/31.
Total Fund Balance at 9/30/18 is $286,819
The 800-acre Westpark TIRZ is adjacent to the Denton Airport Business Park. Currently, a
significant portion of the land within the TIRZ boundary has an agricultural exemption. While
the net taxable value, after the agricultural exemption, is $68,549,662 the market value of the
district is $88,298,796. Once the property is sold and developed, the exemption will be removed
and the valuation will more accurately reflect the market value of the land.
Expenditures
TIRZ expenditures in 2018/2019 amounted to $198,991. This is the first year of the agreement for
WinCo Foods. Under the Chapter 380 Agreement, WinCo Foods will pay 100% of the property taxes
owed to the City and County and will receive a grant equal to 40% of the contribution of the City and
County into the Tax Increment Fund (land and improvements) from the distribution center. Both
entities participate in TIRZ No. Two at a rate of 40%. Business personal property (equipment) is not
included in the TIRZ contribution.
WinCo will receive 40% of the ad valorem tax contribution (land and improvements) into the
Tax Increment Fund from the City and Denton County, 60% of the City’s portion of the ad
valorem by the project (excluding land, inventory, vehicles and supplies) until the construction
costs for Phase I public improvements have been reimbursed.
The Agreement thresholds require a minimum valuation of $50 million in real property
improvements and business personal property value. Since WinCo Foods met their threshold
requirements, they received ad valorem grant payments equal to:
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 9
40% of the ad valorem tax contribution (land and improvements) into the Tax Increment
Fund from the City and Denton County in the amount of $198,991, and
60% of the eligible amount of the real and personal property ad valorem taxes paid to the
City (excluding land, inventory, vehicles and supplies) in the amount of $288,477.
2018/2019 Work Program
The First Amendment to the Reimbursement Agreement was made in order to accommodate
WinCo Foods, a company that acquired approximately 77 acres in the Westpark Tax Increment
Reinvestment Zone Number Two.
WinCo Foods agreed to execute Phase I of the Reimbursement Agreement and was awarded an
economic incentive to reimburse the improvements. The 800,000 square foot distribution facility
is located on the west side of Western Boulevard, north of Airport Road. WinCo Foods is a
regional retailer with multiple distribution facilities across the United States. The project
received a Certificate of Occupancy in January 2017 and will eventually create 165 jobs with an
annual payroll of around $7.2 million.
The terms of the grant agreement end when full reimbursement has occurred, and include the
following forms of reimbursement: up to $1 million for water lines, utilizing the City’s Water
Development Plan Line Fund; up to $865,000 in reimbursement for the sewer lines, utilizing the
City’s Wastewater Development Plan Line Fund; 100% of the Sales and Use Tax for
construction materials, furniture, fixtures, and equipment for the construction of the project;
100% of the tax increment collected in the TIRZ Number Two fund associated directly with the
project, until full reimbursement occurs. The contribution includes the City’s 40% contribution
to the TIRZ fund annually. The City’s remaining 60% of ad valorem revenue will also be utilized
until full reimbursement occurs. It is anticipated that full reimbursement will occur in
approximately eight to ten years. The first year after full reimbursement, the second term of the
grant agreement shall commence, and will include the following: a 60% rebate of the City’s ad
valorem revenue for a period of four years.
Reimbursements for the utility Development Plan Line Fund and sales and use tax grant for
construction have been processed. WinCo foods received a Certificate of Occupancy (CO) on
January 18, 2017. According to the incentive Agreement, the ad valorem and TIRZ grants will
commence the first year following receipt by grantee of a CO for the facility, so the TIRZ Two
grant initiated in 2018.
The board also received a report on a Second Amendment to the Reimbursement Agreement
between the City of Denton, the Board of Directors of the Tax Increment Reinvestment Zone
Number Two and Westray Group, LP. The proposed amendment would provide the most current
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 10
probable construction costs; address rail improvements; and modify and add additional phases,
which more closely align with how the zone has developed.
The draft amendment required a coordinated interdepartmental response involving Engineering,
Development Services, Building Inspections, Right of Way, Legal, and multiple utility
departments. Numerous meetings were held with various departments throughout the year to
address new roadway impact fees, oversize utility cost participation agreements, easements,
traffic impact studies, rail improvements, drainage issues, and the proportionality of the multi-
family development, which is not an eligible cost under the Project Plan, for the zone.
On February 2, 2018, United States Cold Storage (USCS) closed on a 40-acre site on Jim
Christal Road east of Western Boulevard in the Westpark Tax Increment Reinvestment Zone
(TIRZ). USCS plans to offer storage, re-pack, and case pick, distribution and transportation
solutions for production facilities in the United States and Mexico. Preliminary plans provide for
rail service, export services to Mexico, cooler and freezer storage, and on-site customer offices.
USCS estimates that it will invest $34 million in the project, which will create approximately
$28 million in new ad valorem value in Denton. The estimated electric demand is 1.5 megawatts
annually, which will make USCS a Top 25 customer for DME. The company plans to create 67
new jobs by Year 3 of operations with an average salary of $36,074.
USCS received a grant of a 50% cost share of the sales and use taxes (up to $70,000) for the
construction of their new distribution facility on a 40 acre site in the Westpark TIRZ.
The location of this project will necessitate Phase II of the Westpark TIRZ improvements, which
generally consist of water and wastewater line extension and improvements, drainage
improvements, and road reconstruction, all along Jim Christal Road and West Oak Street.
In 2019, Tyson Sales and Distribution received an abatement of 25% of their business personal
property only (which does not go into the TIRZ) for 6 years. The Company provides
refrigerated warehousing and distribution services to the Tyson Foods, Inc. companies. Tyson
had $38 billion in sales in FY 2017 and employs 122,000. The company will construct 350,000+
square foot highly automated refrigerated distribution center next to USCS. The facility will
contain automated storage and retrieval systems, including stacker cranes, gantry robots for
layer picking, pallet conveyors and transfer cars, and a monorail. It is expected to ship 700
million pounds of product annually from the facility. The facility will have about a 2 megawatt
annual electric demand which will add another Top 25 customers for DME. It will employ 100
on a full-time basis with hourly wages ranging from $20 to $45. The grantee is required to
create 95 jobs with an average hourly wage of $23.58. A $25.5 million business personal
property valuation threshold is required in year one. The business personal property valuation
thresholds are tiered based on the Denton Central Appraisal District’s depreciation schedule.
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 11
Three projects, which will total three million square feet, are currently in the land acquisition
phase in the zone. The first phase of the Retreat at Denton II, a multi-family development, has
been constructed. The project includes 193 units on 21.9 acres in the southern section of the
zone. This project has accelerated a portion of the Phase III improvements along Precision Drive.
Tax Increment Reinvestment Zone Number Two 2018/2019 Annual Report Page 12
Appendix A:
TIRZ Two (Westpark)
Balance Sheet
CITY OF DENTON
TAX INCREMENT FINANCING REINVESTMENT ZONE (TIRZ) NUMBER TWO WESTPARK
ACTUAL REVENUE
City of Denton
Tax Year
Certified Tax
Value
Incremental
Increase
(Decrease)Contribution
Adjusted
Incremental
Value Tax Rate
Annual TIRZ
Ad Valorem
Revenue
Fiscal Year as
of 9/30
Supplementa
l Tax Value*
Incremental
Increase
(Decrease)Contribution
Adjusted
Incremental
Value Tax Rate
Annual
TIRZ Ad
Valorem
Revenue
2013 119,458$ N/A N/A N/A N/A 2013-2014 119,458$ N/A N/A N/A N/A
2014 566,436 446,978 40%178,791 0.68975%2,500 2014-2015 555,807 436,349 40%174,540 0.68975%1,204
2015 120,538 1,080 40%432 0.68975%3 2015-2016 120,538 1,080 40%432 0.68975%3
2016 2,401,349 2,281,891 40%912,756 0.68334%6,237 2016-2017 2,401,349 2,281,891 40%912,756 0.68334%6,237
2017 63,108,366 62,988,908 40%25,195,563 0.637856%160,711 2017-2018 63,108,366 62,988,908 40%25,195,563 0.637856%160,711
2018 68,549,662 68,430,204 40%27,372,082 0.620477%169,837 2018-2019 72,165,650 72,046,192 40%28,818,477 0.620477%178,812
Totals 339,288$ 346,967$
Denton County
Tax Year
Certified Tax
Value
Incremental
Increase
(Decrease)Contribution
Adjusted
Incremental
Value Tax Rate
Annual TIRZ
Ad Valorem
Revenue
Fiscal Year as
of 9/30
Supplementa
l Tax Value*
Incremental
Increase
(Decrease)Contribution
Adjusted
Incremental
Value Tax Rate
Annual
TIRZ Ad
Valorem
Revenue
2013 119,458$ N/A N/A N/A N/A 2013-2014 119,458$ N/A N/A N/A N/A
2014 566,436 446,978 40%178,791 0.27220%583 2014-2015 241,101 121,643 40%48,657 0.27220%132
2015 120,538 1,080 40%432 0.26200%1 2015-2016 120,538 1,080 40%432 0.26200%1
2016 2,401,349 2,281,891 40%912,756 0.24841%2,267 2016-2017 2,401,349 2,281,891 40%912,756 0.24841%2,267
2017 63,108,366 62,988,908 40%25,195,563 0.23781%59,918 2017-2018 63,108,366 62,988,908 40%25,195,563 0.23781%59,918
2018 68,549,662 68,430,204 40%27,372,082 0.22557%61,744 2018-2019 72,165,650 72,046,192 40%28,818,477 0.22557%65,007
Totals 124,513$ 127,325$
Total
Tax Year
Certified Tax
Value
Incremental
Increase
(Decrease)Contribution
Adjusted
Incremental
Value
Combined
Tax Rate
Annual TIRZ
Ad Valorem
Revenue
Fiscal Year as
of 9/30
Supplementa
l Tax Value
Incremental
Increase
(Decrease)Contribution
Adjusted
Incremental
Value
Combined
Tax Rate
Annual
TIRZ Ad
Valorem
Revenue
Interest
Income
Total
Revenue
Total
Expenditures
Fund
Balance**
2013 119,458$ N/A N/A N/A N/A 2013-2014 119,458$ N/A N/A N/A N/A N/A N/A N/A N/A
2014 566,436 446,978 40%178,791 0.961950%3,083 2014-2015 555,807 436,349 40%174,540 0.961950%1,336 7 1,343 - 1,343
2015 120,538 1,080 40%432 0.951750%4 2015-2016 120,538 1,080 40%432 0.951750%4 10 14 - 14
2016 2,401,349 2,281,891 40%912,756 0.931749%8,504 2016-2017 2,401,349 2,281,891 40%912,756 0.931749%8,505 81 8,586 - 8,586
2017 63,108,366 62,988,908 40%25,195,563 0.875668%220,629 2017-2018 63,108,366 62,988,908 40%25,195,563 0.875668%220,629 2,534 223,163 - 223,163
2018 68,549,662 68,430,204 40%27,372,082 0.846051%231,582 2018-2019 72,165,650 72,046,192 40%28,818,477 0.846051%243,819 8,885 252,704 198,991 53,713
Totals 463,802$ 474,293$ 11,517$ 485,810$ 198,991$ 286,819$
* Tax Year 2014 - City uses Supplement #18 dated 12/23/14 and County uses Supplement #20 dated 1/30/2015.
**Fund Balance as of 9/30/2019 is $286,819
Texas Comptroller of Public Accounts Data Analysis and
Transparency
Form 50-806
The Data Analysis and Transparency Division at the Texas Comptroller of Public Accounts
provides information and resources for taxpayers and local taxing entities.
For more information, visit our website:
comptroller.texas.gov/economy/local/ch311
50-806 • 6-18/6
______________________________________________________________________________________________________________
_______________________________________________________ ____________________________________________________
______________________________________________________________________________________________________________
_________________________________________ ________________________________________ _______________________
____________________________________ ____________________________________ __________________________________
Tax Increment Finance (TIF) Registry
Annual Report by Municipality or County
PLEASE PRINT OR TYPE, DO NOT WRITE IN SHADED AREAS.
Please fill out the complete form and attach other documentation (See Instructions on page 2.)
STEP 1: Contact Information
Designating City or County
Contact Person Title
Current Mailing Address (number and street)
City County ZIP Code
Phone (area code and number) Fax Number Email Address
STEP 2: Tax Increment Reinvestment Zone Information
1. TIF Reinvestment zone name: _______________________________________________________________________________________
DO NOT USE ORDINANCE OR RESOLUTION NUMBERS FOR ZONE NAME
2. Report for fiscal year beginning _______________ and ending _______________ .
3. Has the termination date of the TIRZ been modified? (If “No” skip to question 4. If “Yes”, please provide ordinancy.) Yes No
a. Original Termination Date: _______________ b. Modified Termination Date: _______________ .
4. Size of the TIF reinvestment zone in acres: ........................................................................... __________________________
5. Has the size of the zone increased or decreased since creation?: Yes No
6. If you answered “Yes” in question #4, please indicate which? Increased Decreased
7. Property types (select one only): Residential Commercial/Industrial Both
8. Types of improvement projects (check all that are in progress or have been completed):
Public Projects
Public Buildings and Facilities Roadwork
Water/Sewer and Drainage Parks Other Infrastructure: __________________________________________
Other Projects
Facade Renovation Parking Historical Preservation
Transit Affordable Housing Economic Development Other: __________________________
9. TIF fund balance (end of year): ...................................................................................... $ __________________________
10. List of fund revenues:
Total tax increments received ...................................................................................... $ __________________________
Sales tax increments ............................................................................................... $ __________________________
Loans ............................................................................................................. $ __________________________
Sale of bonds ...................................................................................................... $ __________________________
Sale of property ................................................................................................... $ __________________________
Other ............................................................................................................. $ __________________________
TOTAL ANNUAL REVENUES $ __________________________
50-806 • 5-19/8
Texas Comptroller of Public Accounts Data Analysis and
Transparency
Form 50-806
For more information, visit our website: comptroller.texas.gov/economy/local/ch311/Page 2
50-806 • 6-18/6
__________________________
__________________________
__________________________
11. List of fund expenditures:
Administrative .....................................................................................................
Property purchased ...............................................................................................
Public improvements ..............................................................................................
Facade renovations ................................................................................................
Parking ............................................................................................................
Historic preservation ..............................................................................................
Transit ............................................................................................................
Affordable housing ................................................................................................
Economic development programs .................................................................................
Other .............................................................................................................
TOTAL ANNUAL EXPENDITURES
12. Bonded indebtedness:
Principal due ......................................................................................................
Interest due .......................................................................................................
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
Fill out the three lines below if the TIRZ IS NOT divided into multiple subdivisions in the “lead taxing unit.” If the zone has increased in size since it’s creation and is
divided into multiple subdivisions: (a) identify the name of each subdivision/section and (b) identify the TIRZ values, tax increment base and captured appraised value
within that zone’s subdivision.DO NOT INCLUDE numbers from “participating taxing units.”
13. Reinvestment zone values:
Tax increment base ................................................................................................
Current captured appraised value ..................................................................................
Tax increment reinvestment zone total (add above 2 lines together) ................................................
Name of the subdivision 1 (if applicable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Fill out section below only if TIRZ is divided into multiple subdivisions)
Tax increment base ................................................................................................
Current captured appraised value ..................................................................................
Tax increment reinvestment zone total (add above 2 lines together) ................................................
Name of the subdivision 2 (if applicable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax increment base ................................................................................................
Current captured appraised value ..................................................................................
Tax increment reinvestment zone total (add above 2 lines together) ................................................
Name of the subdivision 3 (if applicable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
50-806 • 5-19/8
Texas Comptroller of Public Accounts Data Analysis and
Transparency
Form 50-806
For more information, visit our website: comptroller.texas.gov/economy/local/ch311/Page 3
50-806 • 6-18/6
__________________________
__________________________________________________ ____________________________________ ____________________
Tax increment base ................................................................................................
Current captured appraised value ..................................................................................
Tax increment reinvestment zone total (add above 2 lines together) ................................................
Name of the subdivision 4 (if applicable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total tax increment base of all subdivisions combined ..............................................................
Total current captured appraised value of all subdivisions combined ................................................
TOTAL TIRZ values of all subdivisions combined .....................................................................
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
$ __________________________
STEP 3: Signature of Person Completing Form
Authorized Signature Title Date
Instructions
State Law (Section Sec. 311.016, Tax Code) requires the governing body of a
municipality or county, on or before the 150th day following the end of its fis-
cal year, to submit a report on the status of a reinvestment zone created by the
municipality or county to the chief executive officer of each taxing unit that
levies property taxes on real property in the zone. A copy of this annual report
along with this form must be submitted to the Texas Comptroller of Public
Accounts at the address below:
Comptroller of Public Accounts
Data Analysis and Transparency Division
Post Office Box 13528
Austin, Texas 78711-3528
For assistance or to request additional forms, call toll free, 1-800-531-5441 ext.
3-4679. You may also obtain additional forms at comptroller.texas.gov/econo-
my/local/ch311/reporting.php. From a Telecommunication Device for the Deaf
(TDD), call 1-800-248-4099 or 512-463-4621.
Step 1: Contact information
This information provides the Comptroller information on the entity initiat-
ing the tax increment reinvestment zone and a contact person for the annual
report.
Step 2: Tax Increment Reinvestment Zone Information
Please include the reinvestment zone name listed in the ordinance or resolu-
tion creating the zone, the size of the zone in acres, and the types of property
in the zone. Indicate all improvement projects in progress or completed within
the zone. List the TIF fund balance at the end of the fiscal year, all revenues
received by the fund during the fiscal year, and all expenditures made by the
fund during the fiscal year. List principal and interest due on bonded indebt-
edness, the tax increment base at the creation of the zone and the current
captured appraised value (the increase in property value over the tax incre-
ment base.)
Step 3: Signature of Person Completing Form
The person signing the report should be the same person listed in Step 1 as
the contact person.
50-806 • 5-19/8
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-408,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of
Denton and Denton Music and Arts Collaborative;authorizing the City Manager,or his designee,to execute
said agreement;providing for the expenditure of council contingency funds in an amount not to exceed five
hundred dollars ($500); and providing for an effective date.
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM/ DCM/ ACM: Sara Hensley
DATE: February 25, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City
of Denton and Denton Music and Arts Collaborative ; authorizing the City Manager, or his designee, to
execute said agreement; providing for the expenditure of council contingency funds in an amount not to
exceed five hundred dollars ($500); and providing for an effective date.
BACKGROUND
This Agreement allows for the total expenditure of $500 from Council Contingency Funds. (Council
Member Briggs, $500).
Key provisions of the Agreement include:
▪ Funds shall be used by Denton Music and Arts Collaborative (DMAC) to help cover costs of
insurance premiums for DMAC member beneficiaries.
▪ In addition to other reporting requirements, documentation in the form of cancelled checks and/or
corresponding receipts specifically detailing expenditure of funds for the purpose provided is
required upon request.
FISCAL INFORMATION
Funding for the Agreement will come from Council Contingency Funds.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance and Agreement
Respectfully submitted:
Rachel Balthrop Mendoza
Assistant to the City Manager
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
ORDINANCE NO. ______________
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND DENTON MUSIC AND ARTS
COLLABORATIVE; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE SAID AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL
CONTINGENCY FUNDS IN AN AMOUNT NOT TO EXCEED FIVE HUNDRED DOLLARS
($500); AND PROVIDING FOR AN EFFECTIVE DATE .
WHEREAS, the purpose of the Denton Music and Arts Collaborative is to achieve the
preservation, promotion, and continuation of the unique and culturally significant musical and
artistic heritage of Denton through programs aimed at improving the lives and livelihoods of local
musicians and artists and encouraging new musicians and artists to thrive and put down roots in
Denton; and
WHEREAS, the Denton Music and Arts Collaborative’s main goal is to preserve the
cultural integrity of Denton by enabling musicians and artists to continue to thrive in the City,
namely by subsidizing healthcare coverage ; and
WHEREAS, Council Member Briggs contributed a total of $500 of available council
contingency funds towards Denton Music and Arts Collaborative; and
WHEREAS, the City of Denton supports non-profit organizations that strive to support the
Denton Arts and Music community; and
WHEREAS, the City Council of the City of Denton hereby finds that the service agreement
between the City and Denton Music and Arts Collaborative, attached hereto and made a part hereof
by reference (the “Agreement”), serves a municipal and public purpose and is in the public interest;
NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by
reference into the body of this Ordinance as if fully set forth he rein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement attached hereto, and to carry out the duties and responsibilities of the City under the
Agreement, including the expenditure of funds in an amount not to exceed $500 in accordance
with the terms of the Agreement .
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by _________ _
and seconded by . This ordinance was passed and
approved by the following vote L-___]:
Aye Nay Abstain Absent
Chris Watts, Mayor:
Gerard Hudspeth, District 1 :
Keely Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6 :
PASSED AND APPROVED this the ____ day of _______ _, 2020.
CHRIS WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: ---------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY TORNEY
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND
DENTON MUSIC AND ARTS COLLABORATIVE
This Agreement is hereby entered into by and between the City of Denton, a Texas home
rule municipal corporation, hereinafter referred to as "City", and Denton Music and Arts
Collaborative, a Texas non-profit corporation, hereinafter referred to as "DMAC".
WHEREAS, City has determined that the proposal for serv ices merits assistance and can
provide needed services to citizens of City and has provided funds in its budget for DMAC's
medical insurance subsidies to its benefic iar y members supporting local artists and musicians, and
WHEREAS , this Agreement serves a valid municipal and public purpose and is in the
public interest;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
DMAC shall, in a satisfactory and proper manner, perform the following tasks , for which
the monies provided by City may be used:
The funds being provided will be for the purpose of paying expenses for medical insurance
subsidies for DMAC members.
II. OBLIGATIONS OF DMAC
In consideration of the receipt of funds from City, DMAC agrees to the following terms
and conditions:
A. Five Hundred Dollars and no/100 ($500.00) shall be paid to DMAC by City to be
utilized for the purposes set forth in Article I.
B. DMAC will maintain adequate records to establish that the City funds are used for
the purposes authorized by this Agreement.
C. DMAC will permit authorize d officials of City to review its books at any time.
D. Upon request, DMAC will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. DMAC will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
F. DMAC will appoint a representative who w ill be available to meet with City
officials when requested .
Page 1 of7
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by DMAC within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate
September 30, 2020, unless the contract is sooner terminated under Section VII "Suspension or
Termination".
The "effective date" of this Agreement shall be the date the last signature is affixed to this
Agreement.
IV. PAYMENTS
A. PAYMENTS TO DMAC . City shall pay to DMAC the sum specified in Article II after
the effective date ofthis Agreement.
B. EXCESS PAYMENT. DMAC shall refund to City within ten (1 0) working days of
City 's request, any sum of money which has been paid by City and which City at any time
thereafter determines:
1) has resulted in overpayment to DMAC; or
2) has not been spent strictly in accordance with the terms of this Agreement;
or
3) is not supported by adequate documentation to fully justify the expenditure.
V. EVALUATION
DMAC agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. DMAC agrees to make available its bank statements for
review by City at City's discretion. In addition, upon request, DMAC agrees to provide City the
following data and reports, or copies thereof:
A. All external or internal audits. DMAC shall submit a copy of the annual
independent audit to City within ten (10) days of receipt.
B. All external or internal evaluation reports.
C. An explanation of any major changes in program services.
D. To comply with this section, DMAC agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
Page 2 of7
performed under this Agreement. DMAC's record system shall contain sufficient documentation
to provide in detail full support and justification for each expenditure. DMAC agrees to retain all
books, records, documents, reports, and written accounting procedures pertaining to the services
provided and expenditure of funds under this Agreement for five years.
E. Nothing in the above subsections shall be construed to relieve DMAC of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. MEETINGS
Upon request , minutes of all meetings of DMAC 's governing body shall be available to
City within ten (1 0) working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if DMAC violates any covenants,
agreements, or guarantees of this Agreement, DMAC 's insolvency or fil ing of bankruptcy,
dissolution, or receivership, or DMAC 's violation of any law or regulation to which it is bound
under the terms of this Agreement. The City may terminate this Agreement for other reasons not
specifically enumerated in this paragraph.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. DMAC shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. DMAC will furnish all information and reports requested by City, and will permit
access to its books, records, and accounts for purposes of investigation to ascertain compliance
with local , State and Federal rules and regulations.
C. In the event ofDMAC ' s non-compliance with the non-discrimination requirements,
the Agreement may be canceled, terminated, or suspended in whole or in part, and DMAC may be
barred from further contracts with City.
IX. WARRANTIES
DMAC represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by City and
furnished to City, are complete and accurate as of the date shown on the information , data, or
report, and, since that date , ha ve not undergone any significant change without written notice to
City.
B. Any supporting bank statements heretofore req uested by City and furnished to City,
are complete , accurate and fairly reflect the financial cond it ions of DMAC on the date shown on
Page 3 of7
said report, and the results of the operation for the period covered by the report, and that since said
data, there has been no material change, adverse or otherwise, in the financial condition ofDMAC.
c. No litigation or legal proceedings are presently pending or threatened against
DMAC.
D. None of the provisions herein contravenes or is in conflict with the authority under
which DMAC is doing business or with the provisions of any existing indenture or agreement of
DMAC .
E. DMAC has the power to enter into this Agreement and accept payments hereunder,
and has taken all necessary action to authorize such acceptance under the terms and conditions of
this Agreement.
F. None of the assets of DMAC are subject to any lien or encumbrance of any
character, except for current taxes not delinquent, except as shown in the bank statements furnished
by DMAC to City.
Each of these representations and warranties shall be continuing and shall be deemed to
have been repeated by the submission of each request for payment.
X. CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties, except when the terms ofthis Agreement expressly
provide that another method shall be used.
B. It is understood and agreed by the parties hereto that changes in the State, Federal
or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any
such modifications are to be automatically incorporated into this Agreement without written
amendment hereto, and shall become a part of the Agreement on the effective date specified by
the law or regulation.
C. DMAC shall notify City of any changes m personnel or governmg board
composition.
XI. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, DMAC AGREES TO INDEMNIFY,
HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
INJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER KIND OR CHARACTER,
ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY DMAC OR
THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH
CLAIMS OR CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR
STATUTORY LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF
Page 4 of7
NEGLIGENT OR INTENTIONAL ACTS OF DMAC, ITS OFFICERS, EMPLOYEES,
AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES.
XII. CONFLICT OF INTEREST
A. DMAC covenants that neither it nor any member of its governing body presently
has any interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this Agreement. DMAC further covenants
that in the performance of this Agreement, no person having such interest shall be employed or
appointed as a member of its governing body.
B. DMAC further covenants that no member of its governing body or its staff,
subcontractors or employees shall possess any interest in or use his/her position for a purpose that
is or gives the appearance of being motivated by desire for private gain for himself/herself, or
others; particularly those with which he/she has family, business, or other ties.
C. No officer, member, or employee of City and no member of its governing body
who exercises any function or responsibilities in the review or approval of the undertaking or
carrying out of this Agreement shall participate in any decision relating to the Agreement which
affects his personal interest or the interest in any corporation, partnership, or DMAC in which he
has direct or indirect interest.
XIII. NOTICE
Any notice or other written instrument required or permitted to be delivered under the terms
of this Agreement shall be deemed to have been delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certified, return receipt
requested, or via hand-delivery or facsimile, addressed to DMAC or City, as the case may be, at
the following addresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
DENTON MUSIC AND ARTS
COLLABORATIVE
Bruce Burns
Vice President
1812 Linden Drive
Denton, TX 76201
Either party may change its mailing address by sending notice of change of address to the
other at the above address by certified mail , return receipt requested.
XIV. MISCELLANEOUS
A. DMAC shall not transfer, pledge or otherwise assign this Agreement or any interest
therein, or any claim arising thereunder to any party or parties, bank, trust company or other
financial institution without the prior written approval of City.
Page 5 of7
B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable,
the remaining provisions shall remain in full force and effect and continue to conform to the
original intent of both parties hereto.
C. In no event shall any payment to DMAC hereunder, or any other act or failure of
City to insist in any one or more instances upon the terms and conditions of this Agreement consti-
tute or be construed in any way to be a waiver by City of any breach of covenant or default which
may then or subsequently be committed by DMAC. Neither shall such payment, act, or omission
in any manner impair or prejudice any right, power, privilege, or remedy available to City to
enforce its rights hereunder, which rights , powers, privileges , or remedies are always specifically
preserved. No representative or agent of City may waive the effect ofthis provision.
D. This Agreement , together with referenced exhibits and attachments, constitutes the
entire agreement between the parties hereto, and any prior agreement, assertion, statement,
understanding, or other commitment occurring during the term of this Agreement or subsequent
thereto , have any legal force or effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment ofthis Agreement.
E. This Agreement shall be interpreted in accordance with the laws of the State of
Texas and venue of any litigat ion concerning this Agreement shall be in a court of competent
jurisdiction sitting in Denton County, Texas.
IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the day of , 2020.
CITY OF DENTON
TODD HILEMAN , CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________ _
APPROVED AS TO LEGAL FORM:
AARON LEAL , CITY ATTORNEY
Page 6 of7
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DENTON MUSIC AND ARTS
COLLABORATJ BY:~----
VI CE PR:ES I BDff
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TITLE
DEPARTMENT
Page 7 of7
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-428,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City Of Denton,a Texas home-rule municipal corporation,
authorizing the City Manager,or his designee,to utilize a contract through the City of Fort Worth,for the
purchase of electrical supplies to be used throughout the City by various departments,as awarded by the City of
Fort Worth Bid #16-0160;providing the expenditure of funds therefor;and providing an effective date (File
6981 - awarded to Dealers Electrical Supply, in the two (2) year not-to-exceed amount of $200,000).
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: February 25, 2020
SUBJECT
Consider adoption of an ordinance of the City Of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or his designee, to utilize a contract through the City of Fort Worth, for the
purchase of electrical supplies to be used throughout the City by various departments, as awarded by the
City of Fort Worth Bid #16-0160; providing the expenditure of funds therefor; and providing an effective
date (File 6981 – awarded to Dealers Electrical Supply, in the two (2) year not-to-exceed amount of
$200,000).
INFORMATION /BACKGROUND
This item is to provide a source for the City of Denton’s multiple departments to purchase electrical supplies
on an as-needed basis. The Water and Wastewater Utilities have the need to purchase various common tools
and appurtenances for electrical work including but not limited to: conduit and conduit outlet bodies, device
boxes, enclosures, low-voltage electrical distribution materials, lighting materials, electrical and motor
control devices, small parts and tools. Denton Municipal Electric purchases needed equipment including
volt meter leads, breakers for TXDOT highway light panels, and other specialty items not stocked in the
warehouse.
Pricing obtained through the City of Fort Worth has been competitively bid and meets the statutory
requirements of Texas Local Government Code 271.102.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On September 12, 2006, Council approved the interlocal agreement with the City of Fort Worth (Ordinance
2006-240).
RECOMMENDATION
Award a contract with Dealers Electrical Supply, for the purchase of electrical supplies to be used
throughout the City by various departments, in a two (2) year not-to-exceed amount of $200,000.
PRINCIPAL PLACE OF BUSINESS
Dealers Electrical Supply
Fort Worth, TX
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
ESTIMATED SCHEDULE OF PROJECT
This is a two (2) year contract.
FISCAL INFORMATION
These products and services will be funded through the using department’s budget on an as needed basis.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Pricing Sheet
Exhibit 3: Ordinance
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Cassey Ogden, 940-349-7195.
Legal point of contact: Mack Reinwand at 940-349-8333.
Exhibit 2
ORDINANCE NO. ___ _
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
UTILIZE A CONTRACT THROUGH THE CITY OF FORT WORTH, FOR THE PURCHASE
OF ELECTRICAL SUPPLIES TO BE USED THROUGHOUT THE CITY BY VARIOUS
DEPARTMENTS, AS AWARDED BY THE CITY OF FORT WORTH BID #16-0160;
PROVIDING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (FILE 6981-AWARDED TO DEALERS ELECTRICAL SUPPLY, IN
THE TWO (2) YEAR NOT-TO-EXCEED AMOUNT OF $200 ,000).
WHEREAS, pursuant to Ordinance 2006-240, the City of Fort Worth has solicited,
received, and tabulated competitive bids for the purchase of necessary materials, equipment,
supplies, or services in accordance with the procedures of state law on behalf of the City of
Denton; and
WHEREAS, the City Manager, or a designated employee, has reviewed and
recommended that the herein described materials, equipment , supplies, or services can be
purchased by the City through the City of Fort Worth Bid #16-0160 at less cost than the City
would expend if bidding these items individually; 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 shown in the "File Number" referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items :
FILE
NUMBER
6981
VENDOR AMOUNT
Dealers Electrical Supply $200,000
SECTION 2. By the acceptance and approval of the items set forth in the referenced file
number, the City accepts the offer of the persons submitting the bids to the City of Fort Worth
Bid #16-0160 for such items and agrees to purchase the materials, equipment, supplies, or
services in accordance with the terms, conditions, specifications, standards, quantities and for the
specified sums contained in the bid documents and related documents filed with the City ofFort
Worth Bid #16-0160 and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in the referenced file number wish to enter into a formal written agreement as a result of the
City's ratification of bids awarded by the City ofFort Worth, the City Manager, or his designated
representative, is hereby authorized to execute the written contract which shall be attached
hereto; provided that the written contract is in accordance with the terms, conditions,
specifications and standards contained in the Proposal submitted to the City of Fort Worth, and
related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City ofDenton, or his designee.
SECTION 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written contract made pursuant
thereto as authorized herein.
SECTION 6 . This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and
seconded by the ordinance was passed and approved by
the following vote L-_j:
Aye Nay Abstain Absent
Mayor Chris Watts:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4 :
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ___ day of __________ ,, 2020.
CHRIS WATTS, MAYOR
ATTEST :
ROSA RIOS, CITY SECRETARY
BY: ---------------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY 4-A H /A ~JJ
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-430,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing
the City Manager,or his designee,to utilize a contract with US Digital Designs,Inc.,through the Public
Procurement Authority (PPA),Contract #VH1614,for the purchase of the Phoenix G2 Fire Station Alerting
System for Fire Station #3 located at 1401 Underwood and Fire Station #8 located at 3131 Colorado Boulevard;
providing the expenditure of funds therefor;and providing and effective date (File 7282 -awarded to US
Digital Designs, Inc., in the not-to-exceed amount of $141,910.30).
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: February 25, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or his designee, to utilize a contract with US Digital Designs, Inc., through
the Public Procurement Authority (PPA), Contract #VH1614, for the purchase of the Phoenix G2 Fire
Station Alerting System for Fire Station #3 located at 1401 Underwood and Fire Station #8 located at 3131
Colorado Boulevard; providing the expenditure of funds therefor; and providing and effective date (File
7282 – awarded to US Digital Designs, Inc., in the not-to-exceed amount of $141,910.30).
INFORMATION/BACKGROUND
The Fire Department is recommending the purchase of the Phoenix G2 Automated Fire Station Alerting
System for Fire Station #3 and Fire Station #8. An automated fire alerting system receives requests from
the computer aided dispatch system, reformats the message, then transmits to remote controllers located at
fire stations using existing data networks. The proposed system incorporates a computerized voice
notification, along with visual display boards which increases clarification to the station. To reduce response
time, the proposed system has the capability to notify all fire stations simultaneously while allowing a
dispatcher to complete the intake of the emergency call. Alarm handling time would decrease with
implementation of the system by removing manual processes and replacing with automation.
The Phoenix G2 Fire Station Alerting System increases situational awareness and mental preparedness by
using clear, consistent station alerting vocals. The system reduces cardiac stress, anxiety, optical shock, and
sleep deprivation. The ramped tones and zoned notify required units to respond.
Fire departments for the following Texas cities currently operate the Phoenix G2 Alerting System: Addison,
Allen, Carrollton, Coppell, Farmers Branch, Prosper, and San Antonio.
Pricing obtained through the Public Procurement Authority (PPA) has been competitively bid and meets
the statutory requirements of Texas Local Government Code 271.102.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On December 4, 2018, Council approved the interlocal agreement with the Public Procurement Authority
(Ordinance 18-2049).
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
RECOMMENDATION
Award a contract with US Digital Designs, Inc., for the purchase of the Phoenix G2 Fire Station Alerting
System FOR Fire Station #3 located at 1401 Underwood and Fire Station #8 located at 3131 Colorado
Boulevard, in a not-to-exceed amount of $141,910.30.
PRINCIPAL PLACE OF BUSINESS
US Digital Designs, Inc.
Tempe, AZ
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date by the end of the fiscal year.
FISCAL INFORMATION
These items will be funded from Fire Department Capital Improvement Project account
100194409.1365.30100. Requisition #145485 has been entered into the Purchasing software system in th e
amount of $94,640.52. The budgeted amount for this item is $141,910.30.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Quotes
Exhibit 3: Ordinance
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact Dinora Velasquez, 940-349-8843.
Legal point of contact: Mack Reinwand at 940-349-8333.
us digital designs
Tempe, Arizona USA
Phoenix G2 - Automated Fire Station Alerting
Quotation to:
Denton, Texas
Denton Fire Department
Project:
G2 Fire Station Alerting System
One (1) Station System
Proposal number:
DTX017
Revision #
3
Quote Date:
30-Dec-2019
Quote Expires:
29-Mar-2020
INSTALLATION BY:
TBD- By Others
Installation not assumed or included by USDD
By:
Luke Eddington
Project Manager
US Digital Designs, Inc.
1835 E Sixth St #27
Tempe, AZ 85281
602-687-1739 direct
480-290-7892 fax
leddington@usdd.com
[This Proposal is subject to corrections due to Errors or Omissions]
[Pricing Protected per Public Procurement Authority (PPA), Master Price Agreement (MPA) available to
members of National Purchase Partners, LLC dba FireRescueGPO, dba Public Safety GPO, dba Law
Enforcement GPO and dba NPPGov - Contract #VH 1164 - more information available at
https://nppgov.com/contract/us-digital-designs] Denton Fire Department is a member. # M-
5724921
PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 8
US DIGITAL DESIGNS QUOTE
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE:12/30/19
Expires:3/29/20
Quote SUBMITTED TO:
Denton, Texas
Denton Fire Department
REF PROPOSAL
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ 927.00
SL2 Ea/Yr USDD 24
G2 MOBILE FSAS APP - Single Device License. Up
to 24 Licenses-Per-ATX are offered at $0.00 cost each
as long as system is currently under warranty or elected
recurring annual support coverage. See 'Mobile' Section
for more detail.
G2-APP-DLI $ 108.00 $ 97.20 N/A - Included
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SC1 Kit USDD 1
G2 ATX STATION CONTROLLER -
Power/Signal/Control up to 8 peripheral Remote
Options. 4 Unique Amps/Zones available.
ATX $ 21,750.00 $ 19,575.00 $ 19,575.00
SC2 Kit USDD 1
G2 EXPANSION KIT - Allows ability to
Power/Signal/Control up to 12 more peripheral
Remote options per EXP.
EXP $ 7,325.00 $ 6,592.50 $ 6,592.50
SC3 Kit USDD 0 Rack Mount Ears for ATX or EXP ATX-E $ 54.00 $ 48.60 $ -
SC4 Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 54.00 $ 48.60 $ -
SC5 Ea TBD 2 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 1,661.40
SC6 Ea TBD 2 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 102.60
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SP1a Ea Atlas 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30
SP1b Ea Atlas 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40
SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to
8 unique colors CIR $ 725.00 $ 652.50 $ -
SP3a Ea USDD 1 G2 HDTV REMOTE Module (TV & Electrical Outlet
by Others; C.E.C. control subject to TV ability)TVR $ 975.00 $ 877.50 $ 877.50
SP3b Ea USDD 0
Flat Panel Monitor / Smart HDTV 40-43" (Electrical
Outlet/Provision By Others; C.E.C. control subject
to TV ability)
FP-43 $ 1,377.57 $ 1,239.81 $ -
SP3c Ea USDD 0 Flat Panel / TV Mount- Universal 23"-46" Tilt FPM-U $ 107.86 $ 97.07 $ -
SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,275.00 $ 1,147.50 $ -
SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 110.00 $ 99.00 $ 99.00
SP6 Ea USDD 2 Push Button, Emergency (Red)PB-R $ 110.00 $ 99.00 $ 198.00
SP7 Ea USDD 1 G2 MESSAGE REMOTE 2 Module (2017 Version
2)MR2 $ 1,275.00 $ 1,147.50 $ 1,147.50
SP9a Ea USDD 0
G2 MESSAGE SIGN (Digital LED) MINI
GammaSign / 12" Active Screen Width / Turn Out
Timing ONLY
MS-G-M $ 915.00 $ 823.50 $ -
SP9b Ea USDD 20 G2 MESSAGE SIGN (Digital LED) STANDARD
GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 18,900.00
DTX017 v3 STATION-LEVEL
STATION 03
Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.DTX.FS3.FSA.2019.07.02
STATION SYSTEM LICENSES
STATION SYSTEM CONTROLLER
STATION SYSTEM PERIPHERAL COMPONENTS
PROPRIETARY and CONFIDENTIAL STATION 03 SYSTEM Page 2 of 8
SP9c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED
GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 $ 1,417.50 $ -
SP9d Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G-
S (or-E) to any standard mount with VESA 100 hole patterns
(mount not included)
MS-AP-S $ 38.00 $ 34.20 $ -
SP9e Ea USDD 4 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS-
G -S(or-E) to any standard mount with VESA 100 hole patterns
(mount not included)
MS-AP-D $ 49.00 $ 44.10 $ 176.40
SP9f Ea USDD 0
MS-G Hanger Kit. Hangs single or double (back-to-back)
Message Signs (Gamma Version) from Ceiling. Includes both
suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange
Mounts.
MS-HK $ 73.00 $ 65.70 $ -
SP11 Ea USDD 4 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 $ 258.30 $ 1,033.20
SP12a Ea USDD 11 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 2,025.00 $ 1,822.50 $ 20,047.50
SP12c Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 46.00 $ 41.40 $ -
SP12d Ea USDD 3
RR2 Surface Mount Box, for SURFACE MOUNT
(hard wall) installation. Three (3) 3/4" conduit
knock-outs.
RR2-SMB $ 175.00 $ 157.50 $ 472.50
SP15 Ea USDD 12 G2 SPEAKER - LED Illuminated - FLUSH Mount,
70v SPK-LED-FM $ 325.00 $ 292.50 $ 3,510.00
SP16 Ea USDD 1 G2 SPEAKER - LED Illuminated - SURFACE
Mount (Metal Box), 70v SPK-LED-SM $ 325.00 $ 292.50 $ 292.50
SP17a Ea USDD 1
G2 SPEAKER - OmniAlertStrobe -
Omnidirectional Alerting Speaker, optimized for
high Vocal Intelligibility in large open indoor areas
and with High-Intensity LED Strobe Light Arrays -
includes Cable Hanging Kit (typically requires MR2
for power/signal/control)
SPK-OAS $ 815.00 $ 733.50 $ 733.50
SP17b Ea USDD 0
SPK-OAS/OmniStrobe Mounting Bracket / BEAM
FLANGE CLIP- for mounting directly onto an
exposed (1/8-14") I-Beam
SPK-OAS-BFC $ 13.00 $ 11.70 $ -
SP17c Ea USDD 0
SPK-OAS/OmniStrobe Mounting Bracket /DROP
CEILING BRACKET- for mounting directly to T-Bar
in Suspended Ceiling
SPK-OAS-DCB $ 48.00 $ 43.20 $ -
SP17d Ea USDD 0
SPK-OAS/OmniStrobe Mounting Bracket /
SURFACE MOUNT - for mounting directly to hard
ceiling
SPK-OAS-SMB $ 42.00 $ 37.80 $ -
SP18a Ea Bogn 23 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 85.00 $ 76.50 $ 1,759.50
SP18b Ea Bogn 2 SPEAKER - STANDARD, SURFACE Mount (Metal
Box), 70v SPK-STD-SM $ 85.00 $ 76.50 $ 153.00
SP19 Ea Bogn 7 SPEAKER - APP BAY/OUTDOOR - Weatherized,
Surface Mount, 70v SPK-W-SM $ 310.00 $ 279.00 $ 1,953.00
SP20 Ea TIC 3 Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ 143.10
SP21 Ea USDD 2 G2 Strobe Light / Red LED STR $ 550.00 $ 495.00 $ 990.00
SP22 Ea USDD 0 Miscellaneous MISC $ - $ - $ -
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SS1 Ea USDD 0 Station Installation (Installation is not assumed or
inlcuded by USDD)ST-INST $ -
SS2 Ea USDD 0
Station Remediation (Removal and Disposal of
Legacy Equipment Not currently Assumed or
Included, nor is any related Remediation to Paint,
Drywall, etc.)
ST-INST $ - $ - $ -
SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,203.58 $ 1,983.22 $ 1,983.22
SS4 Ea USDD 1 Station Project Management ST-PM $ 939.37 $ 845.43 $ 845.43
SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 564.20 $ 507.78 $ 507.78
SS6 Ea USDD 1 Station Documentation ST-DM $ 56.39 $ 50.75 $ 50.75
SS7a Ea USDD 0
Station Training - Configuration and Equipment.
On-Site @ Station. 4 Hours, 1 Visit. (for Technical
Services Staff)
TRA-UT-O $ 4,025.00 $ 3,622.50 $ -
STATION SYSTEM SERVICES
PROPRIETARY and CONFIDENTIAL STATION 03 SYSTEM Page 3 of 8
SS7b Ea USDD 0 Station Training - User/Technician / Remote
Refresh (2 Hours)TRA-UT-R $ 600.00 $ 540.00 $ -
SS8a Ea USDD 1
Training - Installation Contractor - On-Site /
USDD G2 Certification / 8 Hours (TBD - only
needed if requied to use non-certified contractor)
TRA-IC-O $ 5,325.00 $ 4,792.50 $ 4,792.50
SS8b Ea USDD 0
Training - Installation Contractor - At Arizona
Training Center / USDD G2 Certification / 4 Hours
(TBD - only needed if required to use non-certified
contractor)
TRA-IC-AZ $ 2,725.00 $ 2,452.50 $ -
SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ -
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SW1 YR USDD 1.0
[STANDARD] 1st YEAR WARRANTY &
SUPPORT FOR THIS STATION SYSTEM (or
component): Telephone / Remote Access Support
(8:00 AM - 5:00 PM MST) PLEASE NOTE: An
additional 6 months (for total of 18 months/1.5
years) of initial warranty has been offered by USDD
for no additional cost so all stations can be installed
and enjoy same warranty/support start/stop dates)
RS-1YR-STD $ 8,229.24 $ 7,406.32
7406.316 but No
Charge For Initial
Warranty Period /
Not Included in
Subtotals
SW2 YR USDD 0.0
[STANDARD] EACH ADDITIONAL YEAR (12-
Months) WARRANTY & SUPPORT FOR THIS
STATION SYSTEM (or Component): Telephone /
Remote Access Support (8:00 AM - 5:00 PM MST)
IF QUANTITY '0' THEN NO ADDITIONAL
SUPPORT IS ASSUMED OR AUTHORIZED
BEYOND INITIAL WARRANTY PERIOD
RS-AYR-STD $ 8,229.24 $ 7,406.32 $ -
90,472.08$
2,359.00$
-$
1,809.44$
94,640.52$
Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support.
Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support
Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement.
USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD
Cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2
Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant
or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability
expectations.
For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service
and suport includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information
concerning the service and support provided by USDD. USDD Cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD
cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any
3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and
approve system integrity, performance and reliability expectations.
STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT
STATION 03 System:
Shipping:
Warranty & Support:
STATION SUBTOTAL:
Warranty & Support Notes:
Texas Cost-Recovery Fee
Station System Installation Notes:
01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided.
02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors.
See Section Totals Page for Explanaition of the Texas Cost-Recovery Fee
This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use
tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use
taxes owed from any purchase from USDD.
PROPRIETARY and CONFIDENTIAL STATION 03 SYSTEM Page 4 of 8
11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation.
03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed.
04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD.
05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours.
06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included.
07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included.
08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal.
09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival.
10 - Structural backing for system devices and other millwork (not specifically detailed) by others.
12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others.
13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal.
14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor
support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments.
15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage,
transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect
PROPRIETARY and CONFIDENTIAL STATION 03 SYSTEM Page 5 of 8
US DIGITAL DESIGNS QUOTE
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE:12/30/19
Expires:3/29/20
Quote SUBMITTED TO:
Denton, Texas
Denton Fire Department
REF PROPOSAL
94,640.52$
92,831.08$
-$
1,809.44$
Notes:
US Digital Designs System Total 94,640.52$
Includes:STATION 03 SYSTEM:
STATION 03 WARRANTY & SUPPORT:
Section Totals
STATION-LEVEL SUBTOTAL
DTX017 v3
SECTION TOTALS
[UNLESS OTHERWISE NOTED, ALL PRICES ARE $US]
STATION 03 MISC.:
The Texas Cost-Recovery Fee is a fee charged by USDD to offset amounts incurred by USDD to calculate, file and
pay franchise taxes charged by the State of Texas for doing business within the state. The recovery fee is NOT a tax
that is required to be paid by the customer and collected by USDD. More information from the Texas State
Comptrollers Office on this here https://star.comptroller.texas.gov/view/201008851l
This quote does not include or assume any amounts for sales or use tax. Customer needs
to contact its procurement department to determine if sales or use tax is payable, and if so, to
make the determination of the amount to be paid. Per our contracts, Customer is responsible
for the payment of any sales or use taxes owed from any purchase from USDD.
(TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or
USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping
Services only available to customer while under warranty or elected recurring annual support. Support Agreements
subject to change if system design is modified. For additional details, please review current USDD Warranty
Statement and Service Agreement
One (1) Station System currently included in this proposal, with installation not
assumed or included in this proposal.
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 6 of 8
STANDARD TERMS AND CONDITIONS OF SALE
(Contract Sales)
1.REMITTANCES All invoices shall be due and payable upon receipt in United States currency,free of exchange,or any other charges,or as
otherwise agreed in writing by US Digital Designs, Inc. (hereinafter called “USDD”).
2.PROPOSALS This proposal expires 30 days after its date. Prices are subject to correction for error.
3.PROGRESS PAYMENTS USDD reserves the right to invoice Customer monthly for all materials delivered.Invoices are due NET 30 upon
receipt by Customer.If the Customer becomes overdue in any progress payment,USDD shall be entitled to suspend further shipments,shall
be entitled to interest at the annual rate of 18%,and also to avail itself of any other legal remedies.Customer agrees that it will pay and/or
reimburse USDD for any and all reasonable attorneys’fees and costs which are incurred by USDD in the collection of amounts due and
payable hereunder.
4.CANCELLATION AND SUSPENSION Any order resulting from this proposal is subject to cancellation or instructions to suspend work by the
Customer only upon agreement to pay USDD for all work in progress and all inventoried or ordered project parts and materials,and all other
costs incurred by USDD related to the contract.
5.TAXES All taxes of any kind levied by any federal,state,municipal or other governmental authority,which tax USDD is required to collect or
pay with respect to the production,sale,or delivery of products sold to Customer shall be the responsibility of Customer.Customer agrees to
pay all such taxes and further agrees to reimburse USDD for any such payments made by USDD.
6.LOSS,DAMAGE OR DELAY USDD shall not be liable for any loss,damage,or delay occasioned by any causes beyond USDD’s control,
including,but not limited to,governmental actions or orders,embargoes,strikes,differences with workmen,fires,floods,accidents,or
transportation delays. IN NO EVENT SHALL USDD BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES.
7.
7.1 PRODUCT DEFECTS.If a product is defective and a valid claim is made within the Warranty Period,at its option,USDD will either (1)
repair the defective product at no charge,using new parts or parts equivalent to new in performance and reliability or (2)exchange the product
with a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original product.Any
replacement product or part,including a user-installable part that has been installed in accordance with instructions provided by USDD,shall
remain under warranty during the Warranty Period or for 90 days from the date of repair,whichever is later.When a product or part is
exchanged,any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD.Customer shall be
responsible for and bear all risks and costs of shipping any products to USDD for repair.USDD shall be responsible for and bear all risks and
costs of returning any product to Customer after repair or replacement.Replacement products will be returned to Customer configured as it
was when the product was originally purchased, subject to applicable updates.
7.2 CLAIMS.Prior to making a Warranty claim,Customer is encouraged to review USDD’s online help resources.Thereafter,to make a valid
claim hereunder,Customer must contact USDD technical support and describe the problem or defect with specificity.The first such contact
must occur during the Warranty Period.USDD’s technical support contact information can be found on USDD’s web site at
http://stationalerting.com/home/about-usdd/contact-usdd/.Customer must use its best efforts to assist in diagnosing defects,follow USDD’s
technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder.
7.3 EXCLUSIONS AND LIMITATIONS.USDD does not warrant that the operation of is product or any related peripherals will be uninterrupted
or error-free.USDD is not responsible for damage arising from Customer’s failure to follow instructions relating to the product’s use.This
Warranty does not apply to any Hardware or Software (as defined below)not used for its intended purpose.This Warranty does not apply to
monitors or televisions manufactured by third parties.Repair or replacement of such components shall be subject exclusively to the
manufacturer’s warranty,if any.Recovery and reinstallation of Hardware and user data (including passwords)are not covered under this
Warranty.This Warranty does not apply:(a)to consumable parts,such as batteries,unless damage has occurred due to a defect in materials
or workmanship;(b)to cosmetic damage,including but not limited to scratches,dents and broken plastic on ports;(c)to damage caused by
use with non-USDD products;(d)to damage caused by accident,abuse,misuse,flood,lightning,fire,earthquake or other external causes;(e)
to damage caused by operating the product outside the permitted or intended uses described by USDD;(f)to damage or failure caused by
installation or service (including upgrades and expansions)performed by anyone who is not a representative of USDD or a USDD authorized
installer or service provider;(g)to a product or part that has been modified to alter functionality or capability without the written permission of
USDD; or (h) if any serial number has been removed or defaced.
WARRANTY:USDD warrants and guarantees its products for 12 months from the day of shipment to Customer (the “Warranty Period”),
subject to the terms and limitations set forth herein.The Customer’s rights and remedies with respect to a product found to be defective in
material or workmanship shall be limited exclusively to the rights and remedies set forth herein.Any misuse,unauthorized modification,
improper installation,excessive shock,attempted repair,accident,or improper or negligent use,storage,transportation,or handling by any
party other than USDD shall render this warranty null,void and of no further effect.USDD cannot warrant nor support any system or
component it has not proofed engineering for and has not specifically authorized for use within public safety environments.
PROPRIETARY and CONFIDENTIAL STANDARD T&C Page 7 of 8
TO THE EXTENT PERMITTED BY LAW,THIS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES,REMEDIES AND CONDITIONS,WHETHER ORAL OR WRITTEN,STATUTORY,EXPRESS OR IMPLIED.AS
PERMITTED BY APPLICABLE LAW,USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES,
INCLUDING,WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND
WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS.If USDD cannot lawfully disclaim statutory or implied warranties then to the extent
permitted by law,all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service
as determined by USDD in its sole discretion.No reseller,agent,or employee is authorized to make any modification,extension,or addition to
this Warranty.If any term is held to be illegal or unenforceable,the legality or enforceability of the remaining terms shall not be affected or
impaired.
EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW,USDD IS NOT RESPONSIBLE FOR DIRECT,
SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION,OR
UNDER ANY OTHER LEGAL THEORY,INCLUDING BUT NOT LIMITED TO LOSS OF USE;LOSS OF REVENUE;LOSS OF THE USE OF
MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL;LOSS OF REPUTATION;and LOSS OF,DAMAGE TO OR
CORRUPTION OF DATA.USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING
THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY
PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA
STORED ON THE PRODUCT.USDD disclaims any representation that it will be able to repair any product under this Warranty or make a
product exchange without risk to or loss of the programs or data stored thereon.
8.SERVICE AGREEMENT.The Product being purchased hereunder is not subject to any post warranty service agreement or maintanence
program unless specifically contracted for between USDD and Customer.USDD offers a comprehensive post warranty Service Agreement at
additional cost. Customer should contact USDD regarding its Service Agreement and costs associated therewith.
9.INTELLECTUAL PROPERTY:Customer hereby agrees and acknowledges that USDD owns all rights,title,and interest in and to the
Intellectual Property (as defined below).Customer agrees to not remove,obscure,or alter USDD’s or any third party's copyright notice,
trademarks,or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s Product (as
defined below).Nothing herein shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the
License, as set forth below.
9.1 LICENSE:At all times that Customer is in compliance with the terms of this Agreement and all other agreements between the parties,
Customer shall have a non-exclusive,non-transferable,fully paid license to use the Software,but only in conjunction with the Hardware
provided by USDD and only in conjunction with Customer’s fire station alerting system pursuant to the terms of this Agreement.
9.2 DEFINITIONS: For purposes of this Section the following terms shall have the following definitions:
9.2.1 “Intellectual Property "means any and all rights of USDD related to USDD’s Product existing from time to time under patent law,
copyright law,trade secret law,trademark law,unfair competition law,and any and all other proprietary rights,and any and all derivative works,
work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide;
9.2.2 “USDD’s Product”means any and all Hardware and Software provided to Customer by USDD under this Agreement or any other
contract, purchase order, or arrangement;
9.2.3 “Hardware”means a physically tangible electro-mechanical system or sub-system and associated documentation but specifically
excludes any televisions or monitors manufactured by a third party; and
9.2.4 “Software”means software programs,including embedded software,firmware,executable code,linkable object code,and source
code, including any updates, modifications, revisions, copies, documentation and design data that are licensed under this Agreement.
10.GOVERNING LAW Any contract resulting from this proposal shall be governed by,construed,and enforced in accordance with the laws of the
State of Arizona.
11.ACCEPTANCE OF TERMS This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the
Customer.Without limiting the foregoing,issuance by Customer of a purchase order to USDD for any of the goods or services herein
described shall constitute acceptance.Any such acceptance shall be with the mutual understanding that the terms and conditions of this
proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent
provision of said order.No waiver,alteration,or modification of these terms and conditions shall be binding unless in writing and signed by an
authorized representative of USDD.
12.SHIPPING/DELIVERY:Unless specifically detailed as otherwise in this proposal,all shipping and delivery costs (even thouse detailed per-
system) relate to single combined shipment to a single point of delivery. If requested otherwise then costs and terms subject to change.
13.CREDIT CARDS:All USDD quotes are developed for the customer with the understanding the eventual purchase would be facilitated using
standard Purchase Order and Invoice process.If customer would rather use a Credit Card for purchase then said order would be subject to a
4% credit card processing charge.
14.USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file
number.USDD Cannot warrant nor support any system not using USDD-approved UPS Battery Backup.USDD cannnot warrant nor support
any system not installed by G2 Trained &Certified Installation technician (installer).If customer intends to tie this system into any 3rd-party
system or devices,USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering
assumptions and approve system integrity, performance and reliability expectations.
15.THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS.
PROPRIETARY and CONFIDENTIAL STANDARD T&C Page 8 of 8
us digital designs
Tempe, Arizona USA
Phoenix G2 - Automated Fire Station Alerting
Quotation to:
City of Denton, Texas
Denton Fire Department
Project:
G2 Fire Station Alerting System
1 Station System
Proposal number:
DTX018
Revision #
2
Quote Date:
23-Jan-2020
Quote Expires:
22-Apr-2020
INSTALLATION BY:
Installation is not assumed or included by USDD
Customer to go direct with G2 Trained and Certified installer
By:
Luke Eddington
Project Manager
US Digital Designs, Inc.
1835 E Sixth St #27
Tempe, AZ 85281
602-687-1730 direct
480-290-7892 fax
leddington@usdd.com
[This Proposal is subject to corrections due to Errors or Omissions]
[Pricing Protected per Public Procurement Authority (PPA), Master Price Agreement (MPA) available to
members of National Purchase Partners, LLC dba FireRescueGPO, dba Public Safety GPO, dba Law
Enforcement GPO and dba NPPGov - Contract #VH 1164 - more information available at
https://nppgov.com/contract/us-digital-designs]
Denton Fire Department is Already Member # M-5724921
PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 8
US DIGITAL DESIGNS QUOTE
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE:1/23/20
Expires:4/22/20
Quote SUBMITTED TO:
City of Denton, Texas
Denton Fire Department
REF PROPOSAL
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SL1 Ea USDD 0 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ -
SL2 Ea/Yr USDD 0
G2 MOBILE FSAS APP - Single Device License. Up
to 24 Licenses-Per-ATX are offered at $0.00 cost each
as long as system is currently under warranty or elected
recurring annual support coverage. See 'Mobile' Section
for more detail.
G2-APP-DLI $ 108.00 $ 97.20 N/A - Included
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SC1 Kit USDD 0
G2 ATX STATION CONTROLLER -
Power/Signal/Control up to 8 peripheral Remote
Options. 4 Unique Amps/Zones available.
ATX $ 21,750.00 $ 19,575.00 $ -
SC2 Kit USDD 1
G2 EXPANSION KIT - Allows ability to
Power/Signal/Control up to 12 more peripheral
Remote options per EXP.
EXP $ 7,325.00 $ 6,592.50 $ 6,592.50
SC3 Kit USDD 0 Rack Mount Ears for ATX or EXP ATX-E $ 54.00 $ 48.60 $ -
SC4 Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 54.00 $ 48.60 $ -
SC5 Ea TBD 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70
SC6 Ea TBD 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SP1a Ea TBD 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30
SP1b Ea TBD 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40
SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to
8 unique colors CIR $ 725.00 $ 652.50 $ -
SP3a Ea USDD 5 G2 HDTV REMOTE Module (TV & Electrical Outlet
by Others; C.E.C. control subject to TV ability)TVR $ 975.00 $ 877.50 $ 4,387.50
SP3b Ea TBD 0
Flat Panel Monitor / Smart HDTV 40-43" (Electrical
Outlet/Provision By Others; C.E.C. control subject
to TV ability)
FP-43 $ 1,377.57 $ 1,239.81 $ -
SP3c Ea TBD 0 Flat Panel / TV Mount- Universal 23"-46" Tilt FPM-U $ 107.86 $ 97.07 $ -
SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,275.00 $ 1,147.50 $ -
SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 110.00 $ 99.00 $ 99.00
SP6 Ea USDD 2 Push Button, Emergency (Red)PB-R $ 110.00 $ 99.00 $ 198.00
SP7 Ea USDD 1 G2 MESSAGE REMOTE 2 Module (2017 Version
2)MR2 $ 1,275.00 $ 1,147.50 $ 1,147.50
SP9a Ea USDD 0
G2 MESSAGE SIGN (Digital LED) MINI
GammaSign / 12" Active Screen Width / Turn Out
Timing ONLY
MS-G-M $ 915.00 $ 823.50 $ -
SP9b Ea USDD 9 G2 MESSAGE SIGN (Digital LED) STANDARD
GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 8,505.00
DTX018 v2 STATION-LEVEL
STATION 08
Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.DTX.FS8.FSA.2019.07.19
STATION SYSTEM LICENSES
STATION SYSTEM CONTROLLER
STATION SYSTEM PERIPHERAL COMPONENTS
PROPRIETARY and CONFIDENTIAL STATION 8 SYSTEM Page 2 of 8
SP9c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED
GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 $ 1,417.50 $ -
SP9d Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G-
S (or-E) to any standard mount with VESA 100 hole patterns
(mount not included)
MS-AP-S $ 38.00 $ 34.20 $ -
SP9e Ea USDD 2 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS-
G -S(or-E) to any standard mount with VESA 100 hole patterns
(mount not included)
MS-AP-D $ 49.00 $ 44.10 $ 88.20
SP9f Ea USDD 0
MS-G Hanger Kit. Hangs single or double (back-to-back)
Message Signs (Gamma Version) from Ceiling. Includes both
suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange
Mounts.
MS-HK $ 73.00 $ 65.70 $ -
SP11 Ea TBD 2 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 $ 258.30 $ 516.60
SP12a Ea USDD 7 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 2,025.00 $ 1,822.50 $ 12,757.50
SP12c Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 46.00 $ 41.40 $ -
SP12d Ea USDD 0
RR2 Surface Mount Box, for SURFACE MOUNT
(hard wall) installation. Three (3) 3/4" conduit
knock-outs.
RR2-SMB $ 175.00 $ 157.50 $ -
SP15 Ea USDD 4 G2 SPEAKER - LED Illuminated - FLUSH Mount,
70v SPK-LED-FM $ 325.00 $ 292.50 $ 1,170.00
SP16 Ea USDD 0 G2 SPEAKER - LED Illuminated - SURFACE
Mount (Metal Box), 70v SPK-LED-SM $ 325.00 $ 292.50 $ -
SP17a Ea USDD 1
G2 SPEAKER - OmniAlertStrobe -
Omnidirectional Alerting Speaker, optimized for
high Vocal Intelligibility in large open indoor areas
and with High-Intensity LED Strobe Light Arrays -
includes Cable Hanging Kit (typically requires MR2
for power/signal/control)
SPK-OAS $ 815.00 $ 733.50 $ 733.50
SP17b Ea USDD 0
SPK-OAS/OmniStrobe Mounting Bracket / BEAM
FLANGE CLIP- for mounting directly onto an
exposed (1/8-14") I-Beam
SPK-OAS-BFC $ 13.00 $ 11.70 $ -
SP17c Ea USDD 0
SPK-OAS/OmniStrobe Mounting Bracket /DROP
CEILING BRACKET- for mounting directly to T-Bar
in Suspended Ceiling
SPK-OAS-DCB $ 48.00 $ 43.20 $ -
SP17d Ea USDD 0
SPK-OAS/OmniStrobe Mounting Bracket /
SURFACE MOUNT - for mounting directly to hard
ceiling
SPK-OAS-SMB $ 42.00 $ 37.80 $ -
SP18a Ea TBD 18 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 85.00 $ 76.50 $ 1,377.00
SP18b Ea TBD 0 SPEAKER - STANDARD, SURFACE Mount (Metal
Box), 70v SPK-STD-SM $ 85.00 $ 76.50 $ -
SP19 Ea TBD 4 SPEAKER - APP BAY/OUTDOOR - Weatherized,
Surface Mount, 70v SPK-W-SM $ 310.00 $ 279.00 $ 1,116.00
SP20 Ea TBD 1 Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ 47.70
SP21 Ea USDD 2 G2 Strobe Light / Red LED STR $ 550.00 $ 495.00 $ 990.00
SP22 Ea USDD 0 Miscellaneous MISC $ - $ - $ -
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SS1 Ea USDD 0 Station Installation installation not assumed or
included by USDD ST-INST $ -
SS2 Ea USDD 0
Station Remediation (Removal and Disposal of
Legacy Equipment Not currently Assumed or
Included, nor is any related Remediation to Paint,
Drywall, etc.)
ST-INST $ - $ - $ -
SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,308.65 $ 2,077.79 $ 2,077.79
SS4 Ea USDD 1 Station Project Management ST-PM $ 923.46 $ 831.11 $ 831.11
SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 600.24 $ 540.22 $ 540.22
SS6 Ea USDD 1 Station Documentation ST-DM $ 55.41 $ 49.87 $ 49.87
SS7a Ea USDD 0
Station Training - Configuration and Equipment.
On-Site @ Station. 4 Hours, 1 Visit. (for Technical
Services Staff)
TRA-UT-O $ 4,025.00 $ 3,622.50 $ -
STATION SYSTEM SERVICES
PROPRIETARY and CONFIDENTIAL STATION 8 SYSTEM Page 3 of 8
SS7b Ea USDD 0 Station Training - User/Technician / Remote
Refresh (2 Hours)TRA-UT-R $ 600.00 $ 540.00 $ -
SS8a Ea USDD 0
Training - Installation Contractor - On-Site /
USDD G2 Certification / 8 Hours (TBD - only
needed if requied to use non-certified contractor)
TRA-IC-O $ 5,325.00 $ 4,792.50 $ -
SS8b Ea USDD 0
Training - Installation Contractor - At Arizona
Training Center / USDD G2 Certification / 4 Hours
(TBD - only needed if required to use non-certified
contractor)
TRA-IC-AZ $ 2,725.00 $ 2,452.50 $ -
SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ -
Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT
SW1 YR USDD 1.0
[STANDARD] 1st YEAR WARRANTY &
SUPPORT FOR THIS STATION SYSTEM (or
component): Telephone / Remote Access Support
(8:00 AM - 5:00 PM MST)
RS-1YR-STD $ 4,155.57 $ 3,740.01
3740.013 but No
Charge For Initial
Warranty Period /
Not Included in
Subtotals
SW2 YR USDD 0.0
[STANDARD] EACH ADDITIONAL YEAR (12-
Months) WARRANTY & SUPPORT FOR THIS
STATION SYSTEM (or Component): Telephone /
Remote Access Support (8:00 AM - 5:00 PM MST)
IF QUANTITY '0' THEN NO ADDITIONAL
SUPPORT IS ASSUMED OR AUTHORIZED
BEYOND INITIAL WARRANTY PERIOD
RS-AYR-STD $ 4,155.57 $ 3,740.01 $ -
45,054.69$
1,314.00$
-$
901.09$
47,269.78$ STATION SUBTOTAL:
STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT
Warranty & Support:
Texas Cost Recovery Fee:
Shipping:
STATION 08 System:
This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use
tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use
taxes owed from any purchase from USDD.
See Section Totals Page for Explanation of the Texas Cost-Recovery Fee
Warranty & Support Notes:
Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support.
Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support
Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement.
USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD
cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2
Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant
or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability
expectations.
For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service
and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information
concerning the service and support provided by USDD. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD
cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any
3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and
approve system integrity, performance and reliability expectations.
PROPRIETARY and CONFIDENTIAL STATION 8 SYSTEM Page 4 of 8
10 - Structural backing for system devices and other millwork (not specifically detailed) by others.
Station System Installation Notes:
13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal.
15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage,
transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect
14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor
support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments.
01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided.
03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed.
02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors.
04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD.
12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others.
11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation.
05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours.
09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival.
06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included.
07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included.
08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal.
PROPRIETARY and CONFIDENTIAL STATION 8 SYSTEM Page 5 of 8
US DIGITAL DESIGNS QUOTE
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE:1/23/20
Expires:4/22/20
Quote SUBMITTED TO:
City of Denton, Texas
Denton Fire Department
REF PROPOSAL
47,269.78$
46,368.69$
-$
901.09$
Notes:
US Digital Designs System Total 47,269.78$
The Texas Cost-Recovery Fee is a fee charged by USDD to offset amounts incurred by USDD to calculate, file and
pay franchise taxes charged by the State of Texas for doing business within the state. The recovery fee is NOT a tax
that is required to be paid by the customer and collected by USDD. More information from the Texas State
Comptrollers Office on this here https://star.comptroller.texas.gov/view/201008851l
This quote does not include or assume any amounts for sales or use tax. Customer needs
to contact its procurement department to determine if sales or use tax is payable, and if so, to
make the determination of the amount to be paid. Per our contracts, Customer is responsible
for the payment of any sales or use taxes owed from any purchase from USDD.
One (1) Station system is included in this quote. Installation is not assumed
or included by USDD. Customer to go direct with a G2 Trained and certified
installation contractor.
Section Totals
STATION-LEVEL SUBTOTAL
DTX018 v2
SECTION TOTALS
[UNLESS OTHERWISE NOTED, ALL PRICES ARE $US]
STATION 08 MISC.:
STATION 08 SYSTEM:Includes:
STATION 08 WARRANTY & SUPPORT:
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 6 of 8
STANDARD TERMS AND CONDITIONS OF SALE
(Contract Sales)
1.REMITTANCES All invoices shall be due and payable upon receipt in United States currency,free of exchange,or any other charges,or as
otherwise agreed in writing by US Digital Designs, Inc. (hereinafter called “USDD”).
2.PROPOSALS This proposal expires 30 days after its date. Prices are subject to correction for error.
3.PROGRESS PAYMENTS USDD reserves the right to invoice Customer monthly for all materials delivered.Invoices are due NET 30 upon
receipt by Customer.If the Customer becomes overdue in any progress payment,USDD shall be entitled to suspend further shipments,shall
be entitled to interest at the annual rate of 18%,and also to avail itself of any other legal remedies.Customer agrees that it will pay and/or
reimburse USDD for any and all reasonable attorneys’fees and costs which are incurred by USDD in the collection of amounts due and
payable hereunder.
4.CANCELLATION AND SUSPENSION Any order resulting from this proposal is subject to cancellation or instructions to suspend work by the
Customer only upon agreement to pay USDD for all work in progress and all inventoried or ordered project parts and materials,and all other
costs incurred by USDD related to the contract.
5.TAXES All taxes of any kind levied by any federal,state,municipal or other governmental authority,which tax USDD is required to collect or
pay with respect to the production,sale,or delivery of products sold to Customer shall be the responsibility of Customer.Customer agrees to
pay all such taxes and further agrees to reimburse USDD for any such payments made by USDD.
6.LOSS,DAMAGE OR DELAY USDD shall not be liable for any loss,damage,or delay occasioned by any causes beyond USDD’s control,
including,but not limited to,governmental actions or orders,embargoes,strikes,differences with workmen,fires,floods,accidents,or
transportation delays. IN NO EVENT SHALL USDD BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES.
7.
7.1 PRODUCT DEFECTS.If a product is defective and a valid claim is made within the Warranty Period,at its option,USDD will either (1)
repair the defective product at no charge,using new parts or parts equivalent to new in performance and reliability or (2)exchange the product
with a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original product.Any
replacement product or part,including a user-installable part that has been installed in accordance with instructions provided by USDD,shall
remain under warranty during the Warranty Period or for 90 days from the date of repair,whichever is later.When a product or part is
exchanged,any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD.Customer shall be
responsible for and bear all risks and costs of shipping any products to USDD for repair.USDD shall be responsible for and bear all risks and
costs of returning any product to Customer after repair or replacement.Replacement products will be returned to Customer configured as it
was when the product was originally purchased, subject to applicable updates.
7.2 CLAIMS.Prior to making a Warranty claim,Customer is encouraged to review USDD’s online help resources.Thereafter,to make a valid
claim hereunder,Customer must contact USDD technical support and describe the problem or defect with specificity.The first such contact
must occur during the Warranty Period.USDD’s technical support contact information can be found on USDD’s web site at
http://stationalerting.com/home/about-usdd/contact-usdd/.Customer must use its best efforts to assist in diagnosing defects,follow USDD’s
technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder.
7.3 EXCLUSIONS AND LIMITATIONS.USDD does not warrant that the operation of is product or any related peripherals will be uninterrupted
or error-free.USDD is not responsible for damage arising from Customer’s failure to follow instructions relating to the product’s use.This
Warranty does not apply to any Hardware or Software (as defined below)not used for its intended purpose.This Warranty does not apply to
monitors or televisions manufactured by third parties.Repair or replacement of such components shall be subject exclusively to the
manufacturer’s warranty,if any.Recovery and reinstallation of Hardware and user data (including passwords)are not covered under this
Warranty.This Warranty does not apply:(a)to consumable parts,such as batteries,unless damage has occurred due to a defect in materials
or workmanship;(b)to cosmetic damage,including but not limited to scratches,dents and broken plastic on ports;(c)to damage caused by
use with non-USDD products;(d)to damage caused by accident,abuse,misuse,flood,lightning,fire,earthquake or other external causes;(e)
to damage caused by operating the product outside the permitted or intended uses described by USDD;(f)to damage or failure caused by
installation or service (including upgrades and expansions)performed by anyone who is not a representative of USDD or a USDD authorized
installer or service provider;(g)to a product or part that has been modified to alter functionality or capability without the written permission of
USDD; or (h) if any serial number has been removed or defaced.
WARRANTY:USDD warrants and guarantees its products for 12 months from the day of shipment to Customer (the “Warranty Period”),
subject to the terms and limitations set forth herein.The Customer’s rights and remedies with respect to a product found to be defective in
material or workmanship shall be limited exclusively to the rights and remedies set forth herein.Any misuse,unauthorized modification,
improper installation,excessive shock,attempted repair,accident,or improper or negligent use,storage,transportation,or handling by any
party other than USDD shall render this warranty null,void and of no further effect.USDD cannot warrant nor support any system or
component it has not proofed engineering for and has not specifically authorized for use within public safety environments.
PROPRIETARY and CONFIDENTIAL STANDARD T&C Page 7 of 8
TO THE EXTENT PERMITTED BY LAW,THIS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES,REMEDIES AND CONDITIONS,WHETHER ORAL OR WRITTEN,STATUTORY,EXPRESS OR IMPLIED.AS
PERMITTED BY APPLICABLE LAW,USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES,
INCLUDING,WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND
WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS.If USDD cannot lawfully disclaim statutory or implied warranties then to the extent
permitted by law,all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service
as determined by USDD in its sole discretion.No reseller,agent,or employee is authorized to make any modification,extension,or addition to
this Warranty.If any term is held to be illegal or unenforceable,the legality or enforceability of the remaining terms shall not be affected or
impaired.
EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW,USDD IS NOT RESPONSIBLE FOR DIRECT,
SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION,OR
UNDER ANY OTHER LEGAL THEORY,INCLUDING BUT NOT LIMITED TO LOSS OF USE;LOSS OF REVENUE;LOSS OF THE USE OF
MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL;LOSS OF REPUTATION;and LOSS OF,DAMAGE TO OR
CORRUPTION OF DATA.USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING
THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY
PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA
STORED ON THE PRODUCT.USDD disclaims any representation that it will be able to repair any product under this Warranty or make a
product exchange without risk to or loss of the programs or data stored thereon.
8.SERVICE AGREEMENT.The Product being purchased hereunder is not subject to any post warranty service agreement or maintanence
program unless specifically contracted for between USDD and Customer.USDD offers a comprehensive post warranty Service Agreement at
additional cost. Customer should contact USDD regarding its Service Agreement and costs associated therewith.
9.INTELLECTUAL PROPERTY:Customer hereby agrees and acknowledges that USDD owns all rights,title,and interest in and to the
Intellectual Property (as defined below).Customer agrees to not remove,obscure,or alter USDD’s or any third party's copyright notice,
trademarks,or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s Product (as
defined below).Nothing herein shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the
License, as set forth below.
9.1 LICENSE:At all times that Customer is in compliance with the terms of this Agreement and all other agreements between the parties,
Customer shall have a non-exclusive,non-transferable,fully paid license to use the Software,but only in conjunction with the Hardware
provided by USDD and only in conjunction with Customer’s fire station alerting system pursuant to the terms of this Agreement.
9.2 DEFINITIONS: For purposes of this Section the following terms shall have the following definitions:
9.2.1 “Intellectual Property "means any and all rights of USDD related to USDD’s Product existing from time to time under patent law,
copyright law,trade secret law,trademark law,unfair competition law,and any and all other proprietary rights,and any and all derivative works,
work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide;
9.2.2 “USDD’s Product”means any and all Hardware and Software provided to Customer by USDD under this Agreement or any other
contract, purchase order, or arrangement;
9.2.3 “Hardware”means a physically tangible electro-mechanical system or sub-system and associated documentation but specifically
excludes any televisions or monitors manufactured by a third party; and
9.2.4 “Software”means software programs,including embedded software,firmware,executable code,linkable object code,and source
code, including any updates, modifications, revisions, copies, documentation and design data that are licensed under this Agreement.
10.GOVERNING LAW Any contract resulting from this proposal shall be governed by,construed,and enforced in accordance with the laws of the
State of Arizona.
11.ACCEPTANCE OF TERMS This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the
Customer.Without limiting the foregoing,issuance by Customer of a purchase order to USDD for any of the goods or services herein
described shall constitute acceptance.Any such acceptance shall be with the mutual understanding that the terms and conditions of this
proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent
provision of said order.No waiver,alteration,or modification of these terms and conditions shall be binding unless in writing and signed by an
authorized representative of USDD.
12.SHIPPING/DELIVERY:Unless specifically detailed as otherwise in this proposal,all shipping and delivery costs (even thouse detailed per-
system) relate to single combined shipment to a single point of delivery. If requested otherwise then costs and terms subject to change.
13.CREDIT CARDS:All USDD quotes are developed for the customer with the understanding the eventual purchase would be facilitated using
standard Purchase Order and Invoice process.If customer would rather use a Credit Card for purchase then said order would be subject to a
4% credit card processing charge.
14.USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file
number.USDD Cannot warrant nor support any system not using USDD-approved UPS Battery Backup.USDD cannnot warrant nor support
any system not installed by G2 Trained &Certified Installation technician (installer).If customer intends to tie this system into any 3rd-party
system or devices,USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering
assumptions and approve system integrity, performance and reliability expectations.
15.THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS.
PROPRIETARY and CONFIDENTIAL STANDARD T&C Page 8 of 8
ORDINANCE NO. -----
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR IDS DESIGNEE, TO
UTILIZE A CONTRACT WITH US DIGITAL DESIGNS, INC., THROUGH THE PUBLIC
PROCUREMENT AUTHORITY (PPA), CONTRACT #VH1614, FOR THE PURCHASE OF
THE PHOENIX G2 FIRE STATION ALERTING SYSTEM FOR FIRE STATION # 3
LOCATED AT 1401 UNDERWOOD AND FIRE STATION #8 LOCATED AT 3131
COLORADO BOULEVARD; PROVIDING THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AND EFFECTIVE DATE (FILE 7282-AWARDED TO US DIGITAL
DESIGNS, INC ., IN THE NOT-TO-EXCEED AMOUNT OF $141,910.30).
WHEREAS, pursuant to Ordinance 18 -2049 , the Public Procurement Authority (PPA)
has solicited, received, and tabulated competitive bids for the purchase of necessary materials,
equipment, supplies, or services in accordance with the procedures of state law on behalf of the
City ofDenton; and
WHEREAS, the City Manager, or a designated employee, has reviewed and
recommended that the herein described materials, equipment, supplies, or services can be
purchased by the City through the Public Procurement Authority (PP A) contract at less cost than
the City would expend if bidding these ite ms individually; 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 shown in the "File Number" referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
NUMBER
7282
VENDOR
US Digital Designs, Inc .
AMOUNT
$141,910.30
SECTION 2. By the acceptance and approval of the items set forth in the referenced file
number, the City accepts the offer of the persons submitting the bids to the Public Procurement
Authority (PP A) for such items and agrees to purchase the materials, equipment, supplies, or
services in accordance with the terms, conditions, specifications, standards, quantities and for the
specified sums contained in the bid documents and related documents filed with the Public
Procurement Authority (PP A) and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in the referenced file number wish to enter into a formal written agreement as a result of the
City's ratification of bids awarded by the Public Procurement Authority (PPA), the City
Manager, or his designated representative, is hereby authorized to execute the written contract
which shall be attached hereto; provided that the written contract is in accordance with the terms,
conditions, specifications and standards contained in the Proposal submitted to the Public
Procurement Authority (PP A), and related documents herein approved and accepted .
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or his designee.
SECTION 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written contract made pursuant
thereto as authorized herein .
SECTION 6 . This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and
seconded by the ordinance was passed and approved by
the following vote L_-__j:
Aye Nay Abstain Absent
Mayor Chris Watts:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4 :
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ___ day of __________ :, 2020.
CHRIS WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: -------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-436,Version:1
AGENDA CAPTION
Consider approval of a resolution of the City of Denton providing for removal for cause of Erin Clegg,member
of the Historic Landmark Commission,in accordance with Article XIV,Section 14.16 of the Denton City
Charter; providing notice; and providing an effective date.
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
ACM: Sara Hensley
DATE: Februa ry 25, 2020
SUBJECT
Consider approval of a resolution of the City of Denton providing for removal for cause of Erin Clegg,
member of the Historic Landmark Commission, in accordance with Article XIV, Section 14.16 of the
Denton City Charter; providing notice; and providing an effective date.
BACKGROUND
Ms. Erin Clegg was appointed to the Historic Landmark Commission (HLC) in August 2018 for the 2018-
2020 term and meets the “County Bar Association” special qualification. She fills the position on Place 2
and was nominated for appointment by Council Member Keely Briggs.
Attendance records show Ms. Clegg has failed to attend HLC meetings held on April 28, 2019, May 13,
2019, July 15, 2019, August 19, 2019, September 15, 2019, October 14, 2019, November 11, 2019,
December 9, 2019, January 13, 2020, and most recently the February 10, 2020. Council Member Briggs,
the city secretary, and staff attempted several times to contact Ms. Clegg regarding board
meetings/attendance, but contact efforts were unsuccessful.
Staff consulted with the City Attorney’s Office to seek clarification on the method of notification required
as stipulated in the City Charter, Article XIV, Section 14.16, which states, “Members of boards and
commissions of the City of Denton shall serve at the pleasure of the council. Members of such boards
and commissions may be removed by the council only for cause and only after being given notice by the
council [highlight added for emphasis].” to the provision in the Denton Boards & Commissions Handbook
(Handbook) which requires “the city secretary contact the member in writing [highlight added for
emphasis] and ask the board member to make a decision about whether their current schedule will allow
continued service. The letter will encourage the member to submit a letter of resignation to the City
Secretary if the board or commission member feels their schedule will not allow continued service.”
On January 21, 2020, the city secretary sent written notification as required in the Handbook to Ms. Clegg
as required under the Denton Boards & Commissions handbook (Exhibit 2). No response was received
from Ms. Clegg. As a result, the resolution providing for Ms. Clegg’s removal will become effective 14
days following its passage and further directs the city secretary send a copy of the resolution as notice via
certified and regular mail to the member within five days as of its passage. That notification meets the
“notice by the council” provision outlined in the City Charter, Article XIV, Section 14.16.
EXHIBITS
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Notification Letter to Erin Clegg
Exhibit 3 – Resolution
Respectfully submitted:
Rosa Rios
City Secretary
City Secretary's Office DENTON 215 E. McKinney St., Denton, TX 76201 • (940) 349-8309 January 21, 2020 VIA Regular Mail and Email: erin.clegg@yahoo.com Ms. Erin Clegg 913 Westway Street Denton, TX 75201 Dear Ms. Clegg, You currently serve as a member of the Historic Landmark Commission. Article III of the Denton Code of Ordinances governs boards and commissions. Section 2.83(c) addresses attendance requirements at meetings: "Absences. Every board, commzsszon, and committee member shall attend all regularly called and scheduled meetings of the board, commission, or committee of which he or she is a member... Members who cannot attend the meeting should contact the chairperson or an appropriate staff liaison concerning his or her absence prior to the meeting. The unexcused absence of any board, commission, or committee member from more than three (3) regularly called and scheduled meetings of the board, commission, or committee of which he or she is a member in any one (1) year or lack of attendance at.fifty (50) percent of the number of regular meetings in a year, unless such absence is excused, shall be considered "cause," as that term is used in section 14.16 of the Charter,for removal of the member by the city council.from such board, commission, or committee .... " Article XIV, Section 14.15 of the Charter states, "Members of boards and commissions of the City of Denton shall serve at the pleasure of the council. Members of such boards and commissions may be removed by the council only for cause and only after being given notice by the council." Our records reflect you have unexcused absences for the meetings held April 28, 2019, May 13, 2019, July 15, 2019, August 19, 2019, September 15, 2019, October 14, 2019, November 11, 2019, and December 9 2019, and January 13, 2020. As a result, you have failed to meet the attendance requirements and triggered the City Charter provision referenced above. OUR CORE VALUES Integrity • Fiscal Responsibility • Transparency • Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989
Ms. Erin Clegg January 21, 2020 Page2 The Denton Boards & Commissions Handbook requires I send you written notification that you have violated the above-noted attendance policy and ask you make a decision about whether your current schedule will allow continued service on the Historic Landmark Commission. Based on you having triggered Section 14.16 of the City Charter, also referenced above, you are encouraged to send a letter of resignation to the City Secretary if you do not feel you can continue to serve. Please submit such resignation to my attention. Additionally, because the attendance requirements have not been met, I am required to formally inform the City Council of the attendance policy violation and seek their direction to formally notify you on their behalf in order to commence consideration on whether or not to remove you from the Historic Landmark Commission. Doing so would require I place an item on the agenda to specifically seek that direction. At the time the item is presented, I would be required to publicly disclose your name; and I would hope to not have to do that. If I do not hear back from you by January 31, 2020, I will be left with no recourse but to schedule an item for City Council direction. Unfortunately, our attempts to reach out to you verbally have been met with no success. I can be reached via email at rosa.rios@cityofdenton.com or phone, (940)349-8309. Sincerely, ~A City Secretary City Manager's Office C: Council Member Keely Briggs 2
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-439,Version:1
AGENDA CAPTION
Consider adoption of an ordinance authorizing the City Manager to execute a Reimbursement Agreement -
Preliminary Engineering Services between the City of Denton and Union Pacific Railroad Company ("UPRR'')
for the reimbursement to UPRR for surface/signal designs and construction costs estimates related to a new at-
grade public road crossing at railroad mile post 724.14 - Choctaw Subdivision;authorizing the expenditure of
funds in an estimated amount of $75,000.00 therefore;and providing an effective date.
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Capital Projects
CM/ DCM/ ACM: Mario Canizares
DATE: February 25, 2020
SUBJECT
Consider adoption of an ordinance authorizing the City Manager to execute a reimbursement agreement -
preliminary engineering services between the City of Denton and Union Pacific Railroad Company
("UPPR'') for the reimbursement to UPPR for surf ace/signal designs and construction costs estimates
related to a new at-grade public road crossing at railroad mile post 724.14 - Choctaw subdivision;
authorizing the expenditure of funds in an estimated amount of $75,000.00 therefore; and providing an
effective date.
BACKGROUND
The existing at-grade UPRR crossings at Bonnie Brae Street (signalized) and at Johnson Lane
(unsignalized) are planned to be replaced with one new signalized at-grade crossing. Both existing
crossings involve two-lane undivided streets crossing the UPRR just west of Fort Worth Drive (State
Highway 377). The proposed project would be associated with the proposed southern realignment of
Allred Road, with the new railroad crossing being located across SH 377 from the existing Brush Creek
Road/ SH 377 intersection.
The work to be done by UPRR under this agreement will mainly consist of designing, and preparing a
cost estimate for, the signalized at-grade crossing.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
None related to the subject Reimbursement Agreement.
RECOMMENDATION
Staff recommends approval of the Ordinance.
PRINCIPAL PLACE OF BUSINESS
Union Pacific Railroad
Omaha, NE
ESTIMATED SCHEDULE OF PROJECT
At this point it is estimated that construction on this project will start in Summer 2020.
FISCAL INFORMATION
The subject grade crossing improvements project will be funded through the Hickory Creek Road
Realignment Project. Specifically, funding for the project will be drawn on Capital Project Account
#250081402.1365.21100.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Location Map
Exhibit 3: Site Map
Exhibit 4: Ordinance and Agreement
Respectfully submitted:
Pritam Deshmukh, P.E.
Deputy City Engineer
Prepared by:
Jim Jenks, P.E.
Senior Engineer
Capital Projects
S:\Legal\Our Documents\Ordinances\20\UPRR Ordinance - clean.docx
ORDINANCE NO.___________
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A
REIMBURSEMENT AGREEMENT – PRELIMINARY ENGINEERING SERVICES BETWEEN
THE CITY OF DENTON AND UNION PACIFIC RAILROAD COMPANY (“UPRR”) FOR THE
REIMBURSEMENT TO UPRR FOR SURFACE/SIGNAL DESIGNS AND CONSTRUCTION
COSTS ESTIMATES RELATED TO A NEW AT -GRADE PUBLIC ROAD CROSSING AT
RAILROAD MILE POST 724.14 – CHOCTAW SUBDIVISION; AUTHORIZING THE
EXPENDITURE OF FUNDS IN AN ESTIMATED AMOUNT OF $75,000.00 THEREFORE; AND
PROVIDING AN EFFECTIVE DATE.
WHERAS, the City of Denton (“City”) is in the process of improving and widening Bonnie
Brae Street; and
WHEREAS, the existing at -grade, signalized crossing of Union Pacific Railroad
Company’s (“UPRR”) right -of-way is proposed to be replaced with a new crossing in alignment
with the existing Brush Creek Road/State Highway 377 intersection; and
WHEREAS, UPRR requires that crossing engineering, including design and construction
cost estimates, (the “Preliminary Work”) be completed by UPRR and reimbursed by the City; and
WHEREAS, UPRR has presented the City with the attached Reimbursement Agreement –
Preliminary Engineering Services (the “Agreement”) covering the Preliminary Work; and
WHEREAS, the City Council hereby finds that the Agreeme nt is in the public interest;
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
true and correct and are incorporated herein by reference.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement on behalf of the City, and to exercise the rights and duties of the City under the
Agreement, including but not limited to, the expenditure of funds, currently estimated to be
Seventy-Five Thousand Dollars ($75,000.00).
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by __________________________ and
seconded by _________________________________; the Ordinance was passed and approved by
the following vote [___ - ___]:
Aye Nay Abstain Absent
Chris Watts, Mayor: ______ ______ ______ ______
Gerard Hudspeth, District 1: ______ ______ ______ ______
Keely G. Briggs, District 2: ______ ______ ______ ______
S:\Legal\Our Docurnents\Ordinances\20\UPRR Ordinance -clean.docx
Jesse Davis, District 3:
John Ryan, District 4 :
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ____ day of _______ .J 2020.
CHRIS WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: ---------------------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
REIMBURSEMENT AGREEMENT
PREUIIINARY ENGINEERING SERVICES
UPRRREMS
Project 767251
THIS REIMBURSEMENT AGREEMENT (Agreement) is made and entered into as of this
_day of , (Effective Date), by and between UNION
PACIFIC RAILROAD COMPANY, a Delaware corporation (Railroad), and CITY OF DENTON, of
the State of Texas (Agency).
RECITALS
A. Agency desires to initiate the project more particularly described on Exhibit A
attached hereto (the "Project").
B. The Project will affect Railroad's trac:k and right of way at or near the Project area
more particularly described on Exhibit A.
C. Railroad agrees to collaborate with Agency on the conceptualization and
development of the Project in accordance with the terms and conditions of this Agreement.
AGREEMENT
1. NOW THEREFORE, the parties hereto agree as follows:
2. Railroad, and/or its representatives, at Agency's sole cost and expense, agrees to
perform (or shall cause a third-party consultant to perform on Railroad's behalf) the preliminary
engineering services work desaibed on Exhibit B attached hereto (PE Work). Agency
acknowledges and agrees that: (a) Railroad's review of any Project designs, plans and/or
specifications, as part of the PE Work, Is limited exduslvely to potential impacts on existing and
future Railroad facilities and operations; (b) Railroad makes no representations or warranties as
to the validity, accuracy, legal compliance or completeness of the PE Work; and (c) Agency's
reliance on the PE Work is at Agency's own risk.
3. RaUroad's estimated cost for the PE Work is SEVENTY-FIVE THOUSAND and
00/100 Dollars ($75,000.00) (Estimate). Notwithstanding the Estimate, Agency agrees to
reimburse Railroad and/or Railroad's third-party consultant, as applicable, for one hundred
percent (100%) of all actual costs and expenses incurred for the PE Work. During the
performance of the PE Work, Railroad will provide (and/or will cause its third-party consultant to
provide) progressive billing to Agency based on actual costs in connection with the PE Work.
Within sixty (60) days after completion of the PE Work, Railroad will submit (and/or will cause its
third-party consultant to submit) a final billing to Agency for any balance owed for the PE Work.
Agency shall pay Railroad (and/or its third-party consultant, as applicable) within thirty (30) days
after Agency's receipt of any progressive and final bills submitted for the PE Work. Bills will be
submitted to the Public Authority using the contact Information provided on Exhibit C. Agency's
obligation hereunder to reimburse Railroad (and/or its third-party consultant, as applicable) for the
PE W011c shall apply regardless if Agency declines to proceed with the Project or Railroad elects
not to approve the Project.
1
4. Agency acknowledges and agrees that Railroad may withhold its approval for the
Project for any reason in its sole discretion, including without limitation, Impacts to Railroad's
safety, facilities or operations. If Railroad approves the Project, Railroad will continue to work with
Agency to develop final plans and specifications and prepare material and force cost estimates
for any Project related work performed by Railroad.
5. If the Project is approved by Railroad, Railroad shall prepare and forward to
Agency a Construction and Maintenance Agreement (C&M Agreement) which shall provide the
terms and conditions for the construction and ongoing maintenance of the Project. Unless
otherwise expressly set forth in the C&M Agreement, the construction and maintenance of the
Project shall be at no cost to Railroad. No construction work on the Project affecting Railroad's
property or operations shall commence until the C&M Agreement is fmalized and executed by
Agency and Railroad.
6. Neither party shall assign this Agreement without the prior written consent of the
other party, which consent shall not be unreasonably withheld, conditioned or delayed .
7. No amendment or variation of the terms of this Agreement shall be valid unless
made in writing and signed by the parties.
8. This Agreement sets forth the entire agreement between the parties regarding the
Project and PE Work. To the extent that any terms or provisions of this Agreement regarding the
PE Work are inconsistent with the terms or provisions set forth in any existing agreement related
to the Project, such terms and provisions shall be deemed superseded by this Agreement to the
extent of such inconsistency.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
Effective Date.
CITY OF DENTON, A TEXAS
HOME-RULE MUNICIPAL CORPORATION
UNION PACIFIC RAILROAD COM PANY,
a Delaware Corporation
Signature
Todd Hileman
Printed Name
City Manager
Tille
A1T.EST:
CITY SECRETARY
CITY OF DENTON, TEXAS BY: _______ _
' '"''"'"'" --• S TO FOSi 1.
C. Y ATTORNEY
CITYOFO e:~ EYX;~?tl/l
Slgnatl.lfe
Douglas G. Woods
Printed Name
Engineering-Manager I
Title
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligation~ -"'d b~lness tenna.
Utt~·g_
2
Exhibit A
Project Description and Location
Project Description
Preliminary engineering services for surface/signal designs and estimates.
Location
Choctaw Subdivision
Crossing
DOT Type Milepost Street Name
795328A Pubfic 724.14 Bonnie Brae Street
Exhibit B
Scope of Project Services
Scope of work includes, but is not limited to the following
• Field diagnostic(s) and inspections
• P1an, specification and construction review
• Project design
• Preparation of Project estimate for force account or other work performed by the
Railroad
• Meetings and travel
Exhibit C
Billing Contact Information
Name Jim Jenks
Title Senior Engineer, capital Projects
Address 901-A Texas Sl, Denton, TX 76209
Work Phone 940-349-7112
Cell Phone
Email Jim.Jenks@cityofdenton.com
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-488,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing
the City Manager to execute a contract through the Department Of Information Resources (DIR)Cooperative
Purchasing Network Contract Number DIR-TSO-4025 with GTS Technology Solutions,for the purchase of
Panasonic CF-33 (Toughbooks)for use in the Police Department (PD)vehicles;providing for the expenditure
of funds therefor;and providing an effective date (File 7307 -awarded to GTS Technology Solutions,in the not
-to-exceed amount of $491,400).
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: February 25, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager to execute a contract through the Department of Information Resources (DIR)
Cooperative Purchasing Network Contract Number DIR -TSO-4025 with GTS Technology Solutions, for
the purchase of Panasonic CF-33 (Toughbooks) for use in the Police Department (PD) vehicles; providing
for the expenditure of funds therefor; and providing an effective date (File 7307 – awarded to GTS
Technology Solutions, in the not-to-exceed amount of $491,400).
INFORMATION /BACKGROUND
Panasonic CF-31 Toughbook are the mobile digital computers (MDC) used in our Public Safety vehicles.
These MDCs are built to handle the 24/7 challenges faced by public safety. They provide the trusted
platform to connect to mission critical infrastructure allowing Police Officers to access up-to-date
information needed while in the field.
The Denton police department has undergone a product review to determine which Mobile Digital
Computer (MDC) should be purchased. Ruggedized devices from Dell and Panasonic were evaluated in a
3-month process. The police department elected to continue using the Panasonic devices. The MDCs
requested in this document will replace devices that have reached or exceeded the End -of-Life
recommendations of the manufacturer. The City of Denton embraces an industry standard best practice of
replacing computers after 5 (five) years to ensure computer equipment operates effectively with the latest
software applications. Doing so helps mitigate the risk of equipment failures and incompatible application
issues, assuring that staff remains productive.
Technology Services obtained pricing from four different vendors on the Texas Departments of Information
Resources (DIR) Go DIRect Program. GTS Technology Solutions provided the best available pricing.
Therefore, procuring the MDC’s from the above vendor is the best value for the City of Denton.
GTS Technology Solutions, formerly Austin Ribbon & Computer Government Solutions (ARC), provides
a full range of technology solutions to support Public Safety’s needs. Since 1984, GTS Technology
Solutions has been the technology partner of choice to government, education and private entities.
Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network
has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On January 28, 2020, Council approved the interlocal agreement with the Department of Information
Resources Purchasing Network (Ordinance 20-196).
RECOMMENDATION
GTS Technology Solutions was selected based on the best available pricing. Award a contract with GTS
Technology Solutions, Inc. for the purchase of new MDCs.
Item Cost per Unit Notes
CF-33LE-34VM $4,428.00 Tablet portion of the MDC (16 Gig RAM, 512
Gig HD)
CF-VEK331LMP $551.00 Keyboard portion of the MDC
CF-SVCPSY5 $560.00 4th & 5th Year extended warrantee
CF-SVCBATSW5Y $169.00 Smart Battery warrantee
Total: $5,708.00
The Police Department would like to purchase a total of 31 MDCs (which include the items listed above
per unit) for a total cost of $177,000.00 that was budgeted in 2019-2020. An additional 12 MDCs will also
have to be replaced because they cannot be upgraded due to hardware constraints. These additional units
will cost $68,500.00.
Further, additional MDCs will be purchased to replace/update our current inventory in the coming years as
field units reach End-of-Life. The remaining MDCs (that are upgradable) will have to be replaced in the
coming years at an average rate of 20 per year.
In summary, a total of 83 MDCs will have to be replaced over the next 3 years as follows;
Total MDCs to purchase Base Purchase Cost/MDC Total Cost for Purchase Fiscal Year
31 $5,708.00/each $177,000.00 2019-2020
6 + (6 spare**) = 12 $5,708.00/each $68,500.00 2019-2020
19 + (1 spare) = 20 $5,993.40/each* $120,000.00 2020-2021
19 + (1 spare) = 20 $6,293.07/each* $125,900.00 2021-2022
Total Units (83) $491,400.00
* An increase of 5% has been added to the base cost to reflect future market value of these products
** Spare units are used to replace CF-31 field units when they fail, CF-31 will be out of warrantee by
the end of next month
These calculations do not take into consideration any new vehicles that may be added to the standard PD
fleet in the coming years. The MDCs in these vehicles will be included in the purchase price of the new
vehicles.
Award a contract with GTS Technology Solutions, for the purchase of Panasonic CF-33 (Toughbooks) for
use in the Police Department (PD) vehicles, in a not-to-exceed amount of $491,400.
PRINCIPAL PLACE OF BUSINESS
GTS Technology Solutions
Austin, TX
ESTIMATED SCHEDULE OF PROJECT
The Department of Information Resource’s contract expires November 10, 2022.
FISCAL INFORMATION
These items will be funded from the Police Department Technology accounts 830700.8545 for 22 units
(2019-2020) and 840106744.1355 for remaining 21 units. Requisition #145816 has been entered into the
Purchasing software system. The budgeted amount for this item is $491,400.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Pricing Index
Exhibit 3: Ordinance
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Melissa Kraft, 940-349-7823
Legal point of contact: Mack Reinwand at 940-349-8333.
Software DIR Customer Discount % off
MSRP *
Toughbook Supplementary Software 12.00%
Tablet Supplementary Software 12.00%
Handheld Mobile Supplementary Software 12.00%
Arbitrator / Body Worn Camera Supplementary
Software 5.00%
Security Camera Supplementary Software 5.00%
Hardware DIR Customer Discount % off
MSRP *
Fully Rugged Toughbook 16.00%
Semi Rugged Toughbook 15.00%
Toughbook Tablet 13.00%
Handheld Mobile Device 9.00%
Arbitrator / Body Worn Camera 11.00%
Security Camera 38.00%
Scanner 20.00%
Display 22.00%
Projector 38.00%
Professional Audio Visual 3.00%
Unified Communications 5.00%
Intelligent Archive- Storage 25.00%
Accessories DIR Customer Discount % off
MSRP *
Toughbook Accessories 11.00%
Tablet Accessories 11.00%
Handheld Mobile Device Accessories 11.00%
Arbitrator / Body Worn Camera Accessories 11.00%
Security Camera Accessories 35.00%
Scanner Accessories 30.00%
Display Accessories 10.00%
Projector Accessories 5.00%
Professional Audio Visual Accessories 4.00%
Unified Communications Accessories 5.00%
Intelligent Archive- Storage Accessories 25.00%
PANASONIC BRANDED PRODUCTS AND RELATED SERVICES
Appendix C Pricing Index
DIR-TSO-4025
Panasonic System Communications Company of North America
Related Services DIR Customer Discount % off
MSRP *
Toughbook Services 2.00%
Tablet Services 2.00%
Handheld Mobile Device Services 2.00%
Arbitrator / Body Worn Camera Services 2.00%
Security Camera Services 2.00%
Scanner Services 2.00%
Display Services 2.00%
Projector Services 0.00%
Professional Audio Visual Services 0.00%
Unified Communications Services 0.00%
Intelligent Archive- Storage Services 0.00%
Brand Product Description
DIR Customer
Discount %
off MSRP *
Havis
Mobile Mounting Solutions for
Panasonic Toughbook Laptops,
Tablets, Handhelds, Arbitrator
and Body Worn Cameras
12.00%
Gamber Johnson
Mobile Mounting Solutions for
Panasonic Toughbook Laptops,
Tablets, Handhelds, Arbitrator
and Body Worn Cameras
12.00%
Lind
Rugged Mobile Power Solutions
for Panasonic Toughbook
Laptops, Tablets and Handhelds
12.00%
CradlePoint
Wireless connectivity for
increased bandwidth optimization
for Panasonic Toughbook
Laptops, Tablets, Handhelds,
Arbitrator and Body Worn
Cameras to enhance customer
experiences by delivering
Broadband and LTE WAN
networking solutions for the
mobile worker
12.00%
THIRD PARTY PRODUCS
Brother Mobile Printer
Rugged Mobile Printer for
Panasonic Toughbook Laptops,
Tablets and Handhelds
12.00%
InfoCase -Toughmate
Cases, Harnesses and protection
solutions for Panasonic
Toughbook Laptops, Tablets and
Handhelds
12.00%
Antenna Plus
Antenna solutions for increased
bandwidth optimization for
Panasonic Toughbook Laptops,
Tablets, Handhelds, Arbitrator
and Body Worn Cameras
12.00%
I-Key Mobile Detachable Keyboard 12.00%
Type of Volume Product Category
DIR Customer
Discount %
off MSRP *
Per Transaction (e.g. Purchase Order)
1-49 Units** Fully Rugged Toughbook 16.00%
50-100 Units** Fully Rugged Toughbook 18.00%
100+ Units** Fully Rugged Toughbook 20.00%
50+ Units** Scanner 5.00%
50+ Units** Security- iPro Main Hardware 3.00%
1-100 Units** Arbitrator & Body Worn Main
Units 11.00%
100-300 Units* Arbitrator & Body Worn Main
Units 11.50%
300 or more Units** Arbitrator & Body Worn Main
Units 12.00%
**This discount will be based on the per transaction volume by each specific end user customer. The discount
is not calculated based on the volume for the entire State; nor based on the volume for the entire Texas DIR
contract; this discount will be based on each end user customer on a per transaction basis.
*Important Note: Vendors quote to DIR customers shall include the DIR administrative fee. The fee will
be added after discount off MSRP is applied.
VOLUME DISCOUNTS
ORDINANCE NO. __ _
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
THROUGH THE DEPARTMENT OF INFORMATION RESOURCES (DIR) COOPERATIVE
PURCHASING NETWORK CONTRACT NUMBER DIR-TS0-4025 WITH GTS
TECHNOLOGY SOLUTIONS, FOR THE PURCHASE OF P ANASONIC CF-33
(TOUGHBOOKS) FOR USE IN THE POLICE DEPARTMENT (PD) VEHICLES; PROVIDING
FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE
DATE (FILE 7307 -AWARDED TO GTS TECHNOLOGY SOLUTIONS, IN THE NOT-TO-
EXCEED AMOUNT OF $491,400).
WHEREAS, pursuant to Ordinance 20-196, the Department of Information Resources has
solicited, received, and tabulated competitive bids for the purchase of necessary materials,
equipment, supplies or services in accordance with the procedures of state law on behalf of the City
ofDenton; and
WHEREAS, the City Manager, or a designated employee, has reviewed and recommended
that the herein described materials, equipment, supplies or services can be purchased by the City
through the State of Texas Department of Information Services Go Direct Program at less cost than
the City would expend if bidding these items individually; 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 numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office
of the Purchasing Agent, are hereby approved:
FILE
NUMBER
7307
VENDOR
GTS Technology Solutions
AMOUNT
$491,400
SECTION 2 . By the acceptance and approval of the above numbered items set forth in the attached
purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas
Department of Information Services Go Direct Program for such items and agrees to purchase the
materials, equipment, supplies or services in accordance with the terms, conditions, specifications,
standards, quantities and for the specified sums contained in the bid documents, and related
documents filed with the State of Texas Department oflnformation Services Go Direct Program,
and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in this ordinance wish to enter into a formal written agreement as a result of the City's ratification of
bids awarded by the State of Texas Department of Information Services Go Direct Program, the
City Manager or his designated representative is hereby authorized to execute the written contract
which shall be attached hereto, provided that the written contract is in accordance with the terms,
conditions, specifications and standards contained in the Proposal submitted to the State of Texas
Department oflnformation Services Go Direct Program, quantities and specified sums contained in
the City's purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval ofthe above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by ___________ and seconded
by the resolution was passed and approved by the
following vote L_-__j:
Aye Nay Abstain Absent
Mayor, Chris Watts:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2 :
Jesse Davis, District 3:
John Ryan, District 4 :
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6 :
PASSED AND APPROVED this the ___ day of ___________ 2020 .
CHRIS WATTS, MAYOR
ATTEST:
ROSARIOS, CITY SECRETARY
BY: ----------------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-506,Version:1
AGENDA CAPTION
Consider approval of the minutes of February 11, 2020.
City of Denton Printed on 2/21/2020Page 1 of 1
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CITY OF DENTON CITY COUNCIL MINUTES
February 11, 2020
After determining that a quorum was present, the City Council of the City of Denton, Texas
convened in a Work Session on Tuesday, February 11, 2020, at 1:05 p.m. in the Council Work
Session Room at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely
Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer
ABSENT: None
Also present were City Manager Todd Hileman and First Assistant City Attorney Larry Collister
WORK SESSION
1. Citizen Comments on Consent Agenda Items
None.
2. Requests for clarification of agenda items listed on this agenda.
• Individual Consideration 2.B (ID S19-0012e) - Pulled from consideration at the
applicant’s request; item to be considered at the February 18th meeting. (Watts)
• Consent 1.G (ID 20-372) - Pulled from consideration. (Watts)
• Consent 1.B (ID 20-308) - As requested, staff provided clarification as to what was
included in the affordable housing assessment. (Armintor)
• Consent 1.C (ID 20-309) - As requested, staff provided clarification as to cost study.
(CM Armintor)
3. Work Session Reports
A. ID 19-2338 Receive a report, hold a discussion, and give staff direction regarding an
overview of the Denton County Behavioral Health Leadership Team and its initiatives for
comprehensive behavioral health in Denton County.
The item was presented and discussion followed
Following discussion, there was no direction provided as the item was for informational
purposes only.
City of Denton City Council Minutes
February 11, 2020
Page 2
B. ID 20-273 Receive a report, hold a discussion and provide staff direction regarding the
alignment of an east-west Primary Arterial in the southern area of the City.
The item was presented and discussion followed.
The meeting was recessed for a short break at 2:38 p.m. and reconvened at 2:53 p.m.
Following discussion, staff was directed to proceed with the recommended proposal of
incorporating into the Mobility Plan Alternative A (Widen Brush Creek Road) as a primary
arterial, and Alternative D (Ryan Road to Vintage Blvd.) as a secondary arterial.
C. ID 20-330 Receive a presentation and hold a discussion regarding the Water and Wastewater
Cost of Service and Rate Design Study.
The item was presented and discussion followed.
Following discussion, staff was directed to proceed with the next steps to complete the Cost
of Service and Rate Design Study with a final report to be presented to the Public Utilities
Board and City Council in June and rate adoption in September.
The meeting was recessed for a short break at 3:23 p.m. and reconvened at 3:26 p.m.
D. ID 20-005 Receive a report, hold a discussion, and give staff direction on pending City
Council requests for:
(1) Appropriate zoning/land use incentives for developing areas near capped gas wells; and
(2) Producing an RFQ for a study on the public health impacts of gas wells.
The item was presented and discussion followed.
Following discussion, results were as follows:
• Item 20-005-1 - Appropriate zoning/land use incentives for developing areas near
capped gas wells (Davis)
o Consensus to discuss at a future work session
• Item 20-005-2 - Producing an RFQ for a study on the public health impacts of gas
wells (Briggs)
o No consensus to discuss at a future work session
The Work Session ended at 3:42 p.m.
CLOSED MEETING
Mayor Watts announced the Closed Meeting would be held after the Special Called Meeting.
City of Denton City Council Minutes
February 11, 2020
Page 3
SPECIAL CALLED MEETING
After determining that a quorum was present, the City Council of the City of Denton, Texas
convened in a Special Called Meeting on Tuesday, February 11, 2020, at 3:42 p.m. in the Work
Session Room at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely
Briggs, Jesse Davis, John Ryan, and Paul Meltzer
ABSENT: Council Member Deb Armintor
Also present were City Manager Todd Hileman and First Assistant City Attorney Larry Collister
1. CONSENT AGENDA
The consent agenda consisted of Items 1.A-G. During the Work Session held earlier in the day,
Item 1 .G (ID 20-372) was pulled from consideration by Mayor Watts.
Council Member Briggs moved to adopt the Consent Agenda, now consisting of items 1.A-F.
Motion seconded by Council Member Meltzer. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan,
and Meltzer
NAYS (0): None
ABSENT (1): Council Member Armintor
A. ID 20-120 Consider adoption of an ordinance of the City of Denton authorizing a service
agreement between the City of Denton and Friends with Benefits; authorizing the City
Manager, or his designee, to execute said agreement; providing for the expenditure of council
contingency funds in an amount not to exceed two hundred dollars ($200); and providing for
an effective date.
ASSIGNED ORDINANCE NO. 20-120
B. ID 20-308 Consider adoption of an ordinance of the City of Denton, a Texas home-rule
municipal corporation, authorizing the City Manager to execute a contract with Reinvestment
Fund, Inc., for an affordable housing assessment for the City of Denton; providing for the
expenditure of funds therefor; and providing an effective date (RFP 7155 - awarded to
Reinvestment Fund, Inc., in the not -to-exceed amount of $99,959).
ASSIGNED ORDINANCE NO. 20-308
C. ID 20-309 Consider adoption of an ordinance of the City of Denton, a Texas home-rule
municipal corporation, authorizing the City Manager to execute an agreement with Stryker
Sales Corporation through the National Association of State Procurement Officials (NASPO)
Number # OK-SW-300, for the purchase of Mechanical Chest Compression Devices and
City of Denton City Council Minutes
February 11, 2020
Page 4
LifePak Items for the City of Denton Fire Department; authorizing the expenditure of funds
therefor; and declaring an effective date (File 7171 - award an agreement with Stryker Sales
Corporation, in the not -to-exceed amount of $200,000).
ASSIGNED ORDINANCE NO. 20-309
D. ID 20-311 Consider adoption of an ordinance of the City of Denton, a Texas home-rule
municipal corporation, authorizing the City Manager, or his designee, to utilize a contract
through the City of Grand Prairie Contract Number 6471 R1, for pavement marking services;
providing the expenditure of funds therefor; and providing an effective date (File 7283 -
awarded to Stripe-A-Zone, Inc., in the not -to-exceed amount of $500,000).
ASSIGNED ORDINANCE NO. 20-311
E. ID 20-354 Consider approval of a resolution revising the City of Denton Employee Ethics
Policy, reference number 10.00, within the City of Denton Personnel Policies and
Procedures; and providing an effective date.
ASSIGNED ORDINANCE NO. 20-354
F. ID 20-353 Consider adoption of an ordinance of the City of Denton authorizing the City
Manager, or his designee, to execute and deliver an Advance Funding Agreement for
Congestion Mitigation a nd Air Quality (CMAQ) Improvement Program Project and a
Surface Transportation Block Grant (STBG) Program Project, between the City of Denton
and the Texas Department of Transportation, for the Bonnie Brae Widening and
Improvements Phase 6 Project as specified in the agreement; authorizing the expenditure of
funds thereof; and providing an effective date.
ASSIGNED ORDINANCE NO. 20-353
ITEM PULLED FROM CONSIDERATION
G. ID 20-372 Consider adoption of an ordinance of the City of Denton, Texas granting Northstar
Builders Group a noise exception to perform construction work on the Denton High School
outside of the authorized work hours, set forth in Section 17-20 of the Code of Ordinances,
one time during each of the following weeks: February 17, March 24, April 13, and May 4,
2020 (weather permitting) from 4:00 a.m. to 8:30 p.m., on property located at 3001 Bronco
Way; and providing an effective date.
NOT CONSIDERED
As announced earlier during the Work Session, the item was pulled from consideration by
Mayor Watts.
City of Denton City Council Minutes
February 11, 2020
Page 5
2. ITEMS FOR INDIVIDUAL CONSIDERATION
A. ID 20-347 Consider adoption of an ordinance of the City of Denton prohibiting on-street
parking on the south side of East Windsor Drive from Glenwood Lane to Hanover Drive
between 7 AM and 4 PM; 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. Traffic Safety Commission recommends 5-0.
ASSIGNED ORDINANCE NO. 20-347
Council Member Davis had a conflict of interest on the item and left Work Session Room.
The presentation was made and discussion followed.
Council Member Briggs moved to approve the item as presented. Motion seconded by
Council Member Meltzer. Motion carried.
AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Ryan,
and Meltzer
NAYS (0): None
ABSTAIN (1): Council Member Davis
ABSENT (1): Council Member Armintor
B. S19-0012e Consider adoption of an ordinance of the City of Denton, Texas, approving a
Specific Use Permit to allow for a multi-family dwelling use on an approximately 15.34 acres
of land, generally located on the northwest corner of Duchess Drive and Loop 288, in the
City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of
$2,000.00 for violations thereof; providing for severability; and establishing an effective
date. The Planning and Zoning Commission recommended denial (4-3). THIS ITEM WAS
POSTPONED AT THE FEBRUARY 4, 2020 CITY COUNCIL MEETING. (S19-0012d,
Denton Grove Apartments, Julie Wyatt)
NOT CONSIDERED ; POSTPONED
The item was not presented or discussed.
Council Member Meltzer moved to postpone the item to the February 18th meeting as
requested by the applicant. Motion seconded by Council Member Ryan. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, and Meltzer
NAYS (0): None
ABSENT (1): Council Member Armintor
City of Denton City Council Minutes
February 11, 2020
Page 6
C. ID 20-169 Consider approval of a resolution of the City of Denton amending the acceptance
of Sponsorships and Donations Policy; providing a repealer; and declaring an effective date.
ASSIGNED RESOLUTION NO. 20-169
The presentation was made and discussion followed.
Mayor Pro Tem Hudspeth moved to approve the item as presented. Motion seconded by
Council Member Davis. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, and Meltzer
NAYS (0): None
ABSENT (1): Council Member Armintor
D. ID 20-240 Consider adoption of an ordinance of the City of Denton amending Chapter 3,
titled "Airports," of the code of ordinances of the City of Denton regarding Airport
Governance; adopting Airport Rules and Regulations and Airport Minimum Operating
Standards as Guiding Documents; providing a repealer clause; providing for penalties;
providing for codification; providing a severability clause; and providing an effective date.
Council Airport Committee recommends approval (2-0).
ASSIGNED ORDINANCE NO. 20-240
The presentation was made and discussion followed.
Council Member Ryan moved to approve the item as presented. Motion seconded by
Council Member Davis. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, and Meltzer
NAYS (0): None
ABSENT (1): Council Member Armintor
E. ID 20-390 Consider adoption of an ordinance of the City of Denton, a Texas home-rule
municipal corporation, authorizing the approval of Change Order No. 1 to the contract
between the City of Denton and Quality Excavation, LLC, for the Hinkle and Windsor
Paving and Drainage Project (Magnolia PH II); providing for the expenditure of funds
therefor; and providing an effective date (IFB 6902 - Change Order No. 1 in the not-to-
exceed amount of $518,744.21 for a total contract award aggregated to $6,746,003.21). The
Public Utilities Board recommends approval (7 - 0).
ASSIGNED ORDINANCE NO. 20-390
The presentation was made and discussion followed.
City of Denton City Council Minutes
February 11, 2020
Page 7
Council Member Meltzer moved to approve the item as presented. Motion seconded by
Mayor Pro Tem Hudspeth. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, and Meltzer
NAYS (0): None
ABSENT (1): Council Member Armintor
F. ID 20-256 Consider nominations/appointments to the City’s Boards, Commissions, and
Committees:
The item was not presented or discussed.
Council Member Ryan moved to appoint the following as noted below:
Motion seconded by Council Member Meltzer. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, and Meltzer
NAYS (0): None
ABSENT (1): Council Member Armintor
3. CONCLUDING ITEMS
Council Members expressed items of interest.
The Special Called Meeting ended at 4:47 p.m.
CLOSED MEETING
1. The City Council convened into a Closed Meeting at 4:47 p.m. consistent with Chapter 551
of the Texas Government Code, as amended, or as otherwise allowed by law, as follows.
A. ID 20-409 Deliberations regarding Personnel Matters - Under Texas Government Code
Section 551.074. Deliberate and discuss the evaluation, duties, discipline, procedures, and
contracts of the City Auditor.
DELIBERATED
City of Denton City Council Minutes
February 11, 2020
Page 8
The Closed Meeting started at 4:47 p.m. and ended at 6:00 p.m. No votes or actions were
taken during the Closed Meeting.
With no further business, the meeting was adjourned at 6:01 p.m.
MINUTES APPROVED ON: _____________________________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
ZOLAINA R. PARKER
DEPUTY CITY SECRETARY
CITY OF DENTON, TEXAS
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-431,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing
the City Manager to execute a contract with Hangartner Commercial,Inc.,for the renovation of the Denton
Tennis Center Building at 1117 Riney Road and a contract with Mart,Inc.,for the American Legion Hall Senior
Center located at 629 Lakey Street;providing for the expenditure of funds therefor;and providing an effective
date (RFP 7103 -awarded to the lowest responsive bidder for each line item,Denton Tennis Center Building at
1117 Riney Road contract awarded to Hangartner Commercial,Inc.,in a not-to-exceed amount of $601,269
and American Legion Hall Senior Center located at 629 Lakey Street contract awarded to Mart,Inc.,in a not-to
-exceed amount of $1,563,000).
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: February 25, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation,
authorizing the City Manager to execute a contract with Hangartner Commercial, Inc. and Mart, Inc., for
the renovation of the Denton Tennis Center Building at 1117 Riney Road and the American Legion Hall
Senior Center located at 629 Lakey Street; providing for the expenditure of funds therefor; and providing
an effective date (RFP 7103 – awarded to the lowest responsive bidder for each line item, Denton Tennis
Center Building at 1117 Riney Road contract awarded to Mart, Inc., in a not-to-exceed amount of
$1,563,000 and American Legion Hall Senior Center located at 629 Lakey Street contract awarded to
Hangartner Commercial, Inc., in a not-to-exceed amount of $601,269).
RFP INFORMATION/BACKGROUND
The American Legion Hall Senior Center, located at 629 Lakey Street, is a busy recreational facility used
for active senior adult programing such as sewing, educational seminars, exercise, table games, fellowship,
and monthly socials. The facility has two structures, the south side built in 1957 (2,500 square feet) and the
north side (2,600 square feet) built in 2003, which is connected by a covered walkway. The buildings serve
as a social and recreational gathering place for adults age 50 and older.
In the Summer of 2017, the Parks and Recreation Department provided a tour of this facility to the City
Manager. During the tour, it was noticed that several areas of the south structure built in the late 1950s had
cracks in the wall and showed signs of foundation settling. The north structure had no structural issues. As
a result, an engineering study was commissioned by Eikon Consulting to determine the stability of the
structure, provide a repair estimate, or a replacement estimate if the repairs were too costly.
Based on the age of the building, Eikon recommended that the cost to repair was not worth the effort and a
full replacement of the south structure was recommended. Eikon was contracted to complete the design and
provide construction documents of the new building and remodel of the existing north building.
Originally, this building was bundled with the tennis center pro shop in North Lakes Park in anticipation of
achieving savings by grouping the facilities into one project. Unfortunately, it was determined after
evaluating the bids that it was more affordable to move forward with separate construction contracts from
two different construction firms.
Requests for Proposals were sent to 555 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. Ten (10) proposals were received. Eight (8) bids met specifications and were evaluated
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
based upon published criteria including past performance, experience and qualification, probable
performance, and price. Based upon this evaluation, Mart, Inc. was ranked the highest and determined to
be the best value for the City.
NIGP Code Used for Solicitation: 909, 910, 912, 913, 914
Notifications sent for Solicitation sent in IonWave: 555
Number of Suppliers that viewed Solicitation in IonWave: 30
HUB-Historically Underutilized Business Invitations sent out: 40
SBE-Small Business Enterprise Invitations sent out: 190
Responses from Solicitation: 10
Responses Meeting Specifications 8
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On June 5, 2018, Council provided direction on the design and construction of the American Legion Hall
Senior Center
On June 5, 2019, Planning and Zoning Commission approved an Alternate Development Plan for the
building expansion.
RECOMMENDATION
Award a contract with Mart, Inc., for the construction and renovation of American Legion Hall Senior
Center located at 629 Lakey Street, in a not-to-exceed amount of $1,563,000.
PRINCIPAL PLACE OF BUSINESS
Mart, Inc.
Irving, TX
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within 270 days.
FISCAL INFORMATION
These services will be funded from Parks Capital Project account 100233470.1365.40100. Requisition
#145522 has been entered into the Purchasing software system in the amount of $1,563,000. The budgeted
amount for this item is $1,563,000.
EXHIBITS
Exhibit 1a: Agenda Information Sheet – American Legion
Exhibit 1b: Agenda Information Sheet – Tennis
Exhibit 2: Pricing Evaluations
Exhibit 3: Ordinance and Contracts
Exhibit 4: Presentation
Respectfully submitted:
Lori Hewell, 940-349-7148
Purchasing Manager
For information concerning this acquisition, contact: Jody Strickland, 940-349-7255.
Legal point of contact: Mack Reinwand at 940-349-8333.
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: February 25, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation,
authorizing the City Manager to execute a contract with Hangartner Commercial, Inc. and Mart, Inc., for
the renovation of the Denton Tennis Center Building at 1117 Riney Road and the American Legion Hall
Senior Center located at 629 Lakey Street; providing for the expenditure of funds therefor; and providing
an effective date (RFP 7103 – awarded to the lowest responsive bidder for each line item, Denton Tennis
Center Building at 1117 Riney Road contract awarded to Mart, Inc., in a not-to-exceed amount of
$1,563,000 and American Legion Hall Senior Center located at 629 Lakey Street contract awarded to
Hangartner Commercial, Inc., in a not-to-exceed amount of $601,269).
RFP INFORMATION/BACKGROUND
The Goldfield Tennis Center, located at 2005 W. Windsor Drive, has served as the City’s tennis center for
over 30 years. The current facility has 9 tennis courts, and a small pro shop. The pro shop offers a small
lounge area, restrooms, and an office for staff.
In 2013 the courts were evaluated by a firm and deemed irreparable. The recommendation at th e time was
to either rip out the current courts and pour new concrete or to pour 6-8 inches of new concrete on top of
the existing courts.
When the bond election committee was formed for the 2014 Bond, they toured the site to see firsthand the
conditions of the current tennis center. It was recommended at this time that the City add a new tennis center
to the 2014 Bond package. The package included building 12 new tennis courts and remodeling the North
Lakes Annex building (former YMCA) located at 1117 Riney Road to serve as the new tennis pro shop.
This proposed contract is specifically for the renovation of the North Lakes Annex. This structure will
serve as the new pro shop to the tennis center. Originally, this building was bundled with the American
Legion Hall in anticipation of achieving savings by grouping the facilities into one project. Unfortunately,
it was determined after evaluating the bids that it was more affordable to move forward with separate
construction contracts from two different construction firms. Construction of the tennis courts and grounds
is being bundled with the proposed tennis courts at South Lakes Park in anticipation of achieving better
pricing. The United States Tennis Association is completing final review of the court design. Once
completed, that phase of the project will be sent to bid.
Requests for Proposals were sent to 555 prospective suppliers of this item. In addition, specifications were
placed on the Materials Management website for prospective suppliers to download and advertised in the
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
local newspaper. Ten (10) proposals were received. Eight (8) bids met specifications and were evaluated
based upon published criteria including past performance, experience and qualification, probable
performance, and price. Based upon this evaluation, Hangartner Commercial, Inc. was ranked the highest
and determined to be the best value for the City.
NIGP Code Used for Solicitation: 909, 910, 912, 913, 914
Notifications sent for Solicitation sent in IonWave: 555
Number of Suppliers that viewed Solicitation in IonWave: 30
HUB-Historically Underutilized Business Invitations sent out: 40
SBE-Small Business Enterprise Invitations sent out: 190
Responses from Solicitation: 10
Responses Meeting Specifications 8
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Kick-off Planning meetings with Parks and Recreation staff – May 31 and June 22, 2018
Park Maintenance Staff – July 9, 2018
Denton Tennis Association – July 10, 2018
Leisure Service Staff – July 12, 2018
City Council – August 2, 2018
Parks, Recreation and Beautification Board – August 6, 2018
Public Input – August 9, 2018
USTA Representative/Denton ISD Coaches – August 3, 2018
Tennis Center Tour – August 30, 2018 (Plano, Coppell, and Southlake tennis centers)
Parks, Recreation and Beautification Board Update – February 4, 2019
RECOMMENDATION
Award a contract with Hangartner Commercial, Inc, for the renovation of the Denton Tennis Center
Building at 1117 Riney Road, in a not-to-exceed amount of $601,269.
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within 210 days.
FISCAL INFORMATION
These services will be funded from Parks Capital Project account 400247470.1365.40100. Requisition
#145525 has been entered into the Purchasing software system in the amount of $601,269. The budgeted
amount for this item is $601,269
EXHIBITS
Exhibit 1a: Agenda Information Sheet – American Legion
Exhibit 1b: Agenda Information Sheet – Tennis
Exhibit 2: Pricing Evaluation
Exhibit 3: Ordinance and Contracts
Exhibit 4: Presentation
Respectfully submitted:
Lori Hewell, 940-349-7148
Purchasing Manager
For information concerning this acquisition, contact: Jody Strickland, 940-349-7255.
Legal point of contact: Mack Reinwand at 940-349-8333.
Mart, Inc Links Construction, LLC AUI Partners, LLC.Cooper General
Contractors Hangartner Commercial, Inc MDI Inc. General
Contractors
Patriot Development
Group, LLC Schmoldt Construction, Inc.
Irving, TX Denton, TX Fort Worth, TX Plano, TX Celina, TX Coppell, TX Denton, TX Celina, TX
Line Description
3 AMERICAN LEGION TOTAL LUMP SUM BASE BID:$1,563,000.00 $1,863,000.00 $1,781,148.00 $2,130,406.00 $1,911,315.00 $2,038,000.00 $1,685,355.00 $1,800,000.00
Contract Total:$1,563,000.00
Mart, Inc Links Construction, LLC AUI Partners, LLC.Cooper General
Contractors Hangartner Commercial, Inc MDI Inc. General
Contractors
Patriot Development
Group, LLC Schmoldt Construction, Inc.
1 Past Performance and Experience on projects this magnitude and complexity 20%18.67 19.33 16.67 17.33 16.67 12.00 6.67 19.33
2 Experience and qualifications of the Respondent and key personnel available for this project 25%22.50 20.83 20.83 20.00 16.67 13.33 6.67 20.83
3 Indicators of Probable Performance under contract 25%22.50 22.50 19.17 19.17 17.50 12.67 11.67 22.50
4 Price, Total Cost of Ownership 30%30.00 25.17 26.33 22.01 24.53 23.01 27.82 25.17
93.67 87.84 82.99 78.51 75.37 61.01 52.82 52.38
Exhibit 2
RFP 7103 - Pricing Evaluation for American Legion Senior Center Renovation
Respondents Business Name:
Principal Place of Business (City and State):
Total:
Evaluation
Hangartner Commercial, Inc Links Construction, LLC Cooper General
Contractors Mart, Inc.Patriot Development
Group, LLC
MDI Inc. General
Contractors
Schmoldt
Construction, Inc.
Celina, TX Denton, TX Plano, TX Irving, TX Denton, TX Coppell, TX Celina, TX
Line #Description
6 NORTH LAKES TOTAL LUMP SUM BASE BID:$571,619 $650,000 $840,820 $571,619 $602,435 $830,000 $700,000
7
ALTERNATE ITEM 1. Per notes on Elevations 2 and 3 on Sheet A4, existing protruding exterior
masonry pilasters on either side of existing window openings will receive stone veneer applied to
existing surfaces
$29,650 $23,000 $80,000 $29,650 $29,900 $76,300 $11,700
$601,269
Hangartner Commercial, Inc Links Construction, LLC Cooper General
Contractors Mart, Inc.Patriot Development
Group, LLC
MDI Inc. General
Contractors
Schmoldt
Construction, Inc.
1 Past Performance and Experience on projects this magnitude and complexity 20%18.00 17.83 17.33 11.33 6.67 12.67 8.00
2 Experience and qualifications of the Respondent and key personnel available for this project 25%19.17 19.17 18.33 13.33 10.00 12.50 11.67
3 Indicators of Probable Performance under contract 25%19.17 20.83 18.33 15.00 13.33 11.83 10.00
4 Price, Total Cost of Ownership 30%30.00 26.80 19.59 24.89 28.53 19.90 25.35
86.33 84.64 73.59 64.56 58.53 56.90 55.01
Evaluation
Total:
Contract Total:
Exhibit 2
RFP 7103 - Pricing Evaluation for North Lakes Tennis Center Building Renovation
Respondents Business Name:
Principal Place of Business (City and State):
ORDINANCE NO. ______ _
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
HANGARTNER COMMERCIAL, INC ., FOR THE RENOVATION OF THE DENTON TENNIS
CENTER BUILDING AT 1117 RINEY ROAD AND A CONTRACT WITH MART, INC ., FOR
THE AMERICAN LEGION HALL SENIOR CENTER LOCATED AT 629 LAKEY STREET;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (RFP 7103 -AWARDED TO THE LOWEST RESPONSIVE BIDDER FOR
EACH LINE ITEM, DENTON TENNIS CENTER BUILDING AT 1117 RINEY ROAD
CONTRACT AWARDED TO HANGARTNER COMMERCIAL, INC., IN A NOT-TO-EXCEED
AMOUNT OF $601,269 AND AMERICAN LEGION HALL SENIOR CENTER LOCATED AT
629 LAKEY STREET CONTRACT AWARDED TO MART, INC ., IN A NOT-TO-EXCEED
AMOUNT OF $1,563,000).
WHEREAS , the City has solicited , received, and evaluated competitive proposals the
renovation of the Denton Tennis Center Building at 1117 Riney Road and the American Legion Hall
Senior Center located at 629 Lakey Street; 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 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
7103
7103
CONTRACTOR
Mart, Inc.
Hangartner Commercial, Inc .
AMOUNT
$1,563,000
$601,269
SECTION 2 . That 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 . That 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.
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City ofDenton
under this ordinance to the City Manager of the City of Denton, 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 bids .
SECTION 6 . This ordinance shall become effective immediately upon its passage and
approval .
The motion to approve this ordinance was made by and seconded
by the ordinance was passed and approved by the following
voteL_-__]:
Aye Nay Abstain Absent
Mayor Chris Watts:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2:
Jesse Davis, District 3 :
John Ryan, District 4 :
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6 :
PASSED AND APPROVED this the ___ day of _________ ___.J 2020 .
CHRIS WATTS, MAYOR
ATTEST:
ROSARIOS, CITY SECRETARY
BY: -------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY J!~f e~~W~ fJ
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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RFP
Not Applicable
7103
Jody Word
N. Lakes Tennis Center Bldg Renovation
Contract 7103 – North Lakes Tennis Center Building Renovations
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND HANGARTNER COMMERCIAL, INC.
(RFP 7103)
THIS CONTRACT is made and entered into this date , by
and between Hangartner Commercial, Inc. a Texas State corporation, whose address is 1301
Hunter Ln., Celina, TX 75009, 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 #7103 –
North Lakes Tennis Center Building Renovations, 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 # 7103 (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 "H")
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.”
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Is rael
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier
certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
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Contract 7103 – North Lakes Tennis Center Building Renovations
maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies
that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter
2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments
under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to
meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain
terms be in writing will be satisfied using electronic documents and signing. Electronic signing of
this document will be deemed an original for all legal purposes.
SIGNATURE PAGE TO FOLLOW
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Contract 7103 – North Lakes Tennis Center Building Renovations
IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year
and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Date: _______________________________
Printed Name: ________________________
Title: _______________________________
_______________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: _________________________
TODD HILEMAN
CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
By: _________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By: _________________________________
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED as to financial
and operational obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: 64A09402-7476-4726-B628-235E94C04031
972.382.8525
ben@hangartnerco.com
Ben Hangartner
2/6/2020
President
Parks and Recreation
Gary Packan
Director of Parks and Recreation
Contract 7103 – North Lakes Tennis Center Building Renovations
EXHIBIT A
SPECIAL TERMS AND CONDITIONS
Total Contract Amount
The Contract for North Lake Tennis Center lines 6 for the base bid and Alternate Item 1 for services
shall not exceed $601,269. Pricing shall be per Exhibit 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
substantially complete within two-hundred and ten (270) consecutive calendar days from date of
Official Notice to Proceed. Project shall be complete within thirty (30) consecutive calendar days
from the date of Substantial Completion. Delays are further discussed in the Standard Terms and
Conditions Exhibit C, Section 8.3.
Liquidated Damages:
The time of the completion of construction of the project is of the essence of the contract. Should
the Contractor neglect, refuse or fail to complete the construction within the time agreed upon,
after giving effect to extensions of time, if any, herein provided, then, in that event and in view of
the difficulty of estimating with exactness damages caused by such delay, the City shall have the
right to deduct from and retain out of such money which may be then due or which may become
due and payable to the Contractor the sum of FIVE HUNDRED DOLLARS ($500.00 per day for
each and every day, including weekends, that such construction is delayed on its completion
beyond the specified time, as liquidated damages and not as a p enalty; if the amount due and to
become due from the City to the Contractor is insufficient to pay in full any such liquidated
damages, the Contractor shall pay to the City the amount necessary to effect such payment in
full: Provided, however, that the City shall promptly notify the Contractor in writing of the manner
in which the amount retained, deducted or claimed as liquidated damages was computed.
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Contract 7103 – North Lakes Tennis Center Building Renovations
EXHIBIT C
CITY OF DENTON STANDARD PURCHASE TERMS AND CONDITIONS
FOR FACILITY CONSTRUCTION SERVICES
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 Construction 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 Construction 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
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Contract 7103 – North Lakes Tennis Center Building Renovations
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 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
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.
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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 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;
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Contract 7103 – North Lakes Tennis Center Building Renovations
(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, r eady 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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
(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.
(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) 0the Specifications and Drawings.
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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.
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
1.1(j), 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 th e 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.
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(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 furnished 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.
(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 r efuses 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.
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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.
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
Construction 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,
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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.
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
(a) The Prime Contractor shall supervise and direct the Work, using 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.
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(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.
(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;
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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
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 t axes 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 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.
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(b) The Prime 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.
(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, rules 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.
(d) If the Prime Contractor performs Work knowing it to be contrary to laws, ordinances,
construction 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.
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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.
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 construction 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 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 Prime Contractor; and
(ii) the latest date for approval by the Architect/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 construct ion
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.
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(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 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. 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 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 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.
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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.
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
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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,
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
(a) The Prime Contractor shall be responsible for cutting, fitting or patching required to
complete the Work or to make its parts fit together properly.
(b) The Prime Contractor shall not damage or endanger a portion of the Work or any fully
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.
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(c) 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.
(b) If the Prime Contractor fails to clean up as provided in the Contract Documents, the
Owner may, at Owner’s option, clean up the Project site, and the Owner’s cost of cleaning
up 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 construction.
3.17 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 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 under 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).
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(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.
(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), PR OPERTY
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
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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.
(b) In claims against any person or entity indemnified under 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 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 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 under 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 lawfully practicing architecture/engineerin g
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.
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(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
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
Project.
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(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.
(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
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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.
(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 instruct ions,
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.
(l) 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
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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
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 s hall 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:
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(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.
(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 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
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.
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(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:
(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.
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(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:
(1) If the Prime 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 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 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; 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).
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(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.
(l) 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.
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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 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
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.
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(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:
(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 (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 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 further 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.
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5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
In the event of a termination of this Contract by the Owner under 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 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 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
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 Prime Contractor, who shall cooperate
with them. The Prime Contractor shall participate with other separate contractors and the
Owner in reviewing their construction schedules when directed to do so. The Prime
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 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.
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(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.
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(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
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
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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 forceaccount 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;
(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;
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(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 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 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 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.
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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.
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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 furnished 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 t he
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.
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(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.
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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
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 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 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.
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(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.
(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 cl assified 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 furnished 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
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foregoing representations are subject to an evaluation of the Work for conform ance 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:
(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.
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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
representations to the Owner. The Architect/Engineer or the Owner may als o 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 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.
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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 paym ent
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 refuse to make payment on any Certificate for Paym ent
(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 def ault 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, furnish 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 obligatio n 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.
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(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
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
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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.
(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 fulfilled. 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;
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(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
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 F INAL 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 fully 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
Project.
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.
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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
(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
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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 furnish 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
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.l9. 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.
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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 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 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
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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.
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;
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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.
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 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 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
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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.
(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, rules, 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, rules, 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 structures 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
rules 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.
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(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, rules, 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.
(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
construction 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, rules, 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 construction 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 g eneral
storm water permit for construction 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.
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(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, 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 Prime Contractor and approved by the Owner;
(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.
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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
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 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 $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
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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 furnish 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.
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 bein g 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,
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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.
(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 t he
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.
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(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
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 construction
of the Owner or separate contractors, whether the construction 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.
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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.
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 refusal 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 construction 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.
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(7) Failure or refusal 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 construction 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:
(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 C lause (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.
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(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.
(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 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 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
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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.
(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.
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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, rules
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.
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 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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
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 as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter
2 article XI(Ethics). Any violation of this article shall constitute malfeasance in office, and
any officer or employee of Owner guilty thereof shall there by 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.
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
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,
sexual orientation, 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
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Contract 7103 – North Lakes Tennis Center Building Renovations
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 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.
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 pe rformance
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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
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. Contractor terms and conditions
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Contract 7103 – North Lakes Tennis Center Building Renovations
EXHIBIT D
PAYMENT AND PERFORMANCE BOND REQUIREMENTS
Contractor will be required to furnish 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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
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.
▪ 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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
▪ 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.
• 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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
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 $500,000 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 constructio n 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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
[ ] 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 em ployees,
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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
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 in cludes,
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 tha t
coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
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Contract 7103 – North Lakes Tennis Center Building Renovations
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
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;
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Contract 7103 – North Lakes Tennis Center Building Renovations
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.
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.
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Contract 7103 – North Lakes Tennis Center Building Renovations
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 a 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 :
https://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. Complete and sign the Form 1295
6. Email the form to purchasing@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.
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EXHIBIT G
NORTH LAKES TENNIS BLDG RENOVATION:
Supplier UOM Price
Hangartner Commercial, Inc Base Bid $571,619.00
Supplier Price
Hangartner Commercial, Inc Alternate Item 1 $29,650.00
Dollar Amount of Lump Sum Base Bid and Alternate
Item 1 Grand Total 601,269.00
Alternate Item 1: Per notes on Elevations 2 and 3 on Sheet A4, existing protruding exterior
masonry pilasters on either side of existing window openings will receive stone veneer applied to
existing surfaces
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CONFLICT OF INTEREST QUESTIONNAIRE
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.
1 Name of vendor who has a business relationship with local governmental entity.
2 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 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?
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 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 one percent or more?
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.
5
Signature of vendor doing business with the governmental entity Date
x
x
x
Hangartner Commercial, Inc.
October 24, 2019
Exhibit H
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Certificate Of Completion
Envelope Id: 64A0940274764726B628235E94C04031 Status: Sent
Subject: Please DocuSign: CITY COUNCIL CONTRACT for N Lakes Tennis Bldg. Renovation - 7103
Source Envelope:
Document Pages: 81 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 1 Jody Word
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
jody.word@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
1/23/2020 2:04:51 PM
Holder: Jody Word
jody.word@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Jody Word
jody.word@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 1/23/2020 2:14:44 PM
Viewed: 1/23/2020 2:14:51 PM
Signed: 1/23/2020 2:15:19 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 1/23/2020 2:15:21 PM
Viewed: 1/23/2020 6:16:11 PM
Signed: 1/23/2020 6:21:24 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 1/23/2020 6:21:26 PM
Resent: 1/28/2020 8:20:07 AM
Viewed: 2/3/2020 5:32:16 PM
Signed: 2/3/2020 5:33:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ben Hangartner
ben@hangartnerco.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
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Gary Packan
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City of Denton
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Sherri Thurman
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City of Denton
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Jane Richardson
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Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Ben Hangartner, Gary Packan, Todd Hileman
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Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
American Legion Senior Center Renovation
Jody Word
7103RFP
Not Applicable
Contract 7103 – American Legion Senior Center Renovations
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND MART, INC.
(RFP 7103)
THIS CONTRACT is made and entered into this date , by
and between Mart, Inc. a Texas State corporation, whose address is 1503 Perry St., Irving, TX
75060, 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 #7103 –
American Legion Senior Center Renovations, 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 RFP # 7103 (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 "H")
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.”
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier
certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Contract 7103 – American Legion Senior Center Renovations
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies
that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter
2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments
under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to
meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain
terms be in writing will be satisfied using electronic documents and signing. Electronic signing of
this document will be deemed an original for all legal purposes.
SIGNATURE PAGE TO FOLLOW
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Contract 7103 – American Legion Senior Center Renovations
IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year
and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Date: _______________________________
Printed Name: ________________________
Title: _______________________________
_______________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
2020-580233
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: _________________________
TODD HILEMAN
CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
By: _________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By: _________________________________
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED as to financial
and operational obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
972-880-0941
VP-Operations
2/5/2020
Tproctor@martgc.com
Tim Proctor
Director of Parks and Recreation
Parks and Recreation
Gary Packan
Contract 7103 – American Legion Senior Center Renovations
EXHIBIT A
SPECIAL TERMS AND CONDITIONS
Total Contract Amount
The Contract total for services shall not exceed $1,563,000. 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
substantially complete within two-hundred and seventy (270) consecutive calendar days from date
of Official Notice to Proceed. Project shall be complete within thirty (30) consecutive calendar
days from the date of Substantial Completion. Delays are further discussed in the Standard Terms
and Conditions Exhibit C, Section 8.3.
Liquidated Damages:
The time of the completion of construction of the project is of the essence of the
contract. Should the Contractor neglect, refuse or fail to complete the construction within the
time agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that
event and in view of the difficulty of estimating with exactness damages caused by such delay,
the City shall have the right to deduct from and retain out of such money which may be then
due or which may become due and payable to the Contractor the sum of FIVE HUNDRED
DOLLARS ($500.00) per day for each and every day, including weekends, that such construction
is delayed on its completion beyond the specified time, as liquidated damages and not as a
penalty; if the amount due and to become due from the City to the Contractor is insufficient to
pay in full any such liquidated damages, the Contractor shall pay to the City the amount
necessary to effect such payment in full: Provided, however, that the City shall promptly notify
the Contractor in writing of the manner in which the amount retained, deducted or claimed as
liquidated damages was computed.
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Contract 7103 – American Legion Senior Center Renovations
EXHIBIT C
CITY OF DENTON STANDARD PURCHASE TERMS AND CONDITIONS
FOR FACILITY CONSTRUCTION SERVICES
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 Construction 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 Construction 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
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Contract 7103 – American Legion Senior Center Renovations
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 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
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.
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Contract 7103 – American Legion Senior Center Renovations
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 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;
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Contract 7103 – American Legion Senior Center Renovations
(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
(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.
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Contract 7103 – American Legion Senior Center Renovations
(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.
(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) 0the Specifications and Drawings.
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Contract 7103 – American Legion Senior Center Renovations
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.
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
1.1(j), 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.
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(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 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.
(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
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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.
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
Construction 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
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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.
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
(a) The Prime Contractor shall supervise and direct the Work, using 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
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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.
(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
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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
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 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 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 lawful orders of governmental entities or agencies applying to
performance of the Work.
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(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, rules 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.
(d) If the Prime Contractor performs Work knowing it to be contrary to laws, ordinances,
construction 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.
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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.
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 construction 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 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 Prime Contractor; and
(ii) the latest date for approval by the Architect/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.
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(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 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. 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 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 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 RESU LT 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)
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(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.
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.
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(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,
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.
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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 fully
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.
(b) If the Prime Contractor fails to clean up as provided in the Contract Documents, the
Owner may, at Owner’s option, clean up the Project site, and the Owner’s cost of cleaning
up 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 construction.
3.17 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 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.
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(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 under 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.
(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.
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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.
(b) In claims against any person or entity indemnified under 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 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 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 under the above-mentioned laws and regulations are secondary to those
of the Prime Contractor.
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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 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
“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
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.
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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
Project.
(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.
(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.
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(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.
(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.
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(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.
(l) 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
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.
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(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.
(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 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
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:
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(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:
(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.
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(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:
(1) If the Prime 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 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.
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(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 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; 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;
(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.
(l) 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.
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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
Construction 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
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.
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(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:
(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 (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 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 further 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.
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(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.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
In the event of a termination of this Contract by the Owner under 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 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 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.
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(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 Prime Contractor, who shall cooperate
with them. The Prime Contractor shall participate with other separate contractors and the
Owner in reviewing their construction schedules when directed to do so. The Prime
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 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.
(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
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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 complete 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.
(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 revisi ons, 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
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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 PARTICULA R
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
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 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
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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;
(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 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 Spe cifications 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 rules of
Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental
Agreements.
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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
affected 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 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.
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(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.
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 furnished 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 ma y 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
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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.
(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.
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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 Archi tect/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
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 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 in storage of materials or equipment away from the
Project site will NOT be made by Owner unless:
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(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.
(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 furnished 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:
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(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 result s 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:
(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.
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(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 Archit ect/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
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.
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(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 refuse to make payment on any Certificate for 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 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, furnish 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.
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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
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
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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.
(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 fulfilled. 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 Compl etion 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;
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(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
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 fully 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
Project.
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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
(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,
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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 furnish 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
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.l9. 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.
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(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 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 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.
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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.
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 an d 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.
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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.
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 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 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
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Contract 7103 – American Legion Senior Center Renovations
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.
(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, rules, 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, rules, 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 structures 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
rules shall apply with respect to spills caused by the Prime Contractor or a
Subcontractor:
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(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, rules, 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.
(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
construction 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, rules, 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.
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(g) The Prime Contractor is responsible for obtaining all TXPDES Storm Water Permits
from TCEQ for construction 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 construction 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, 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 Prime Contractor and approved by the Owner;
(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
back charge 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.
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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
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 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.
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(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 furnish 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.
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.
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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 thereb y.
(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.
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(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
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 construction
of the Owner or separate contractors, whether the construction 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.
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(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.
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 refusal 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 construction forces to properly execute the Work in a timely manner.
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(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 refusal 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 construction 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:
(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.
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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.
(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.
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(e) The unconditional right to terminate this Contract for the convenience of the Owner
(including but not limited to non-appropriation 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 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.
(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
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(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, rules
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.
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
affected 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.
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(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 as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter
2 article XI(Ethics). Any violation of this article shall constitute malfeasance in office, and
any officer or employee of Owner guilty thereof shall there by 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.
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
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.
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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,
sexual orientation, 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 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 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.
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.
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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 th e
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. Contractor terms and conditions
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EXHIBIT D
PAYMENT AND PERFORMANCE BOND REQUIREMENTS
Contractor will be required to furnish 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.
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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 the se
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.
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• 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 under a claim 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:
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• 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 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.
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[] 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 em ployees,
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.
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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:
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
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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
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;
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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.
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.
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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 a 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 :
https://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. Complete and sign the Form 1295
6. Email the form to purchasing@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.
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
EXHIBIT G
Supplier UOM Price
Mart, Inc Base Bid $1,563,000.00
AMERICAN LEGION TOTAL LUMP SUM BASE BID:
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Exhibit H
DocuSign Envelope ID: 8387399D-39B2-4076-8362-57E27E7C2C88
Certificate Of Completion
Envelope Id: 8387399D39B24076836257E27E7C2C88 Status: Sent
Subject: Please DocuSign:7103-Contract for American Legion
Source Envelope:
Document Pages: 81 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 1 Jody Word
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
jody.word@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
1/23/2020 1:30:43 PM
Holder: Jody Word
jody.word@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Jody Word
jody.word@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 1/23/2020 1:33:53 PM
Viewed: 1/23/2020 1:34:01 PM
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Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
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Sent: 1/23/2020 1:34:34 PM
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Mack Reinwand
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City of Denton
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Tim Proctor
Tproctor@martgc.com
VP-Operations
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Gary Packan
Gary.packan@cityofdenton.com
Director of Parks and Recreation
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
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Sent: 2/5/2020 3:19:23 PM
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Todd Hileman
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Rosa Rios
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
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Sent: 1/23/2020 1:34:34 PM
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Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
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Jane Richardson
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Zolina Parker
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Larry Chan
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Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Tim Proctor, Gary Packan, Todd Hileman
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Tennis Center
Building
&
American Legion
Hall
Construction
Projects
2/25/2020 ID 20-431
Tennis Center
Building
2/25/2020 ID 20-431
Tennis Center Building
•1117 Riney Rd
•North Lakes Annex
•3,728 Sq Ft
•Space currently used for childcare
programs
•Designed to serve tennis programming and
tournaments
2/25/2020 ID 20-431
2/25/2020 ID 20-431
Elevation Drawing
2/25/2020 ID 20-431
Floor Plan
•Office space
•Restrooms and
shower amenities
•Meeting rooms
•Retail
•Storage
2/25/2020 ID 20-431
Project Funding / Estimated Timeline
•$3,695,000 2014 Bond Funding
•$601,269 Tennis Center Building
•$ 14,197 Reallocated funding for design
•$3,709,197 Total
•Estimated completion in 210 days from notice to proceed.
2/25/2020 ID 20-431
American Legion Hall Senior Center
2/25/2020 ID 20-431
American Legion Hall
(ALH) Property History
•629 Lakey Street
•South-1957 (2,500 Sq Ft)
•North-2003 (2,600 Sq Ft)
•Connected by breezeway
•Open space structures
•South -kitchenette
*Does not include 700 sq ft of park restroom
** Square footage includes conditioned space only
2/25/2020 ID 20-431
American Legion Hall
Senior Center Programs
South Building
•Drop-in passive
activities
•Cards and
dominoes
•Computer lab
•Meeting and event
space
•Serves daily lunches
•SPAN
2/25/2020 ID 20-431
2/25/2020 ID 20-431
American Legion Hall
Senior Center Programs
North Building
•Fitness program
•Meeting and event
space
•Pool Table
•Attached exterior
access restroom
facility (700 sq. ft.)
2/25/2020 ID 20-431
2/25/2020 ID 20-431
Remodel / Reconstruction Recommendations
•Facility tour in Spring 2017 with City Manager
•May 2017 Building and Site Assessment Report
•Multiple issues identified
•Recommended reconstruction over renovation
•Architect met with staff and users to discuss programming and building
function
•Community meetings at the MLK Jr. Recreation Center provided input from
30+ individuals
•Surveys used to determine facility utilization and future programming
2/25/2020 ID 20-431
Elevation Drawing
2/25/2020 ID 20-431
Floor Plan
•Open space
•Functionality
•Computer lab
•Fitness room
•Classroom
•Office
•Storage
•Terrace
2/25/2020 ID 20-431
Project Funding / Estimated Timeline
•$ 829,125 Original Funding
•$1,003,117 Additional Funding
•$141,000 Parks Gas Well Revenue
•$800,000 CO’s
•$ 62,117 Parks Unallocated Project Funding
•$1,832,242 Total
•Estimated completion in 270 days from notice to proceed.
2/25/2020 ID 20-431
Bid Process
•North Lakes Tennis Center Building and ALH Senior Center bid together
•Request for Proposal sent to 500 contractors
•Nine proposals were received
•After evaluating proposals, lower pricing was achieved by splitting the
projects and awarding them separately
•American Legion Hall Senior Center recommended award to Mart, Inc. in a
not-to-exceed amount of $1,523,000
•Tennis Center Pro Shop recommended award to Hangartner Commercial,
Inc. in a not-to-exceed amount of $601,269
2/25/2020 ID 20-431
Jason Barrow
Athletics Manager
Parks and Recreation
Laura Behrens
Assistant Director
Parks and Recreation
2/25/2020 ID 20-431
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-525,Version:1
AGENDA CAPTION
Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Committee on
Persons with Disabilities.
City of Denton Printed on 2/21/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
ACM: Sara Hensley
DATE: February 25, 2020
SUBJECT
Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Committee on
Persons with Disabilities.
BACKGROUND
On June 16, 2019, the 2019 Boards & Commissions Screening & Appointment Process was presented and
discussed with the City Council. This item is the first step in appointing members for 2019 under the new
process.
Exhibit 2 includes those seats for the above-noted Boards, Commissions, and Committees for whom
nominations have been received, nominees fully vetted and found to meet all necessary qualifications to
serve on t he respective board/commission/committee. As previously discussed, only those nominees who
have been fully vetted and qualified will be presented for appointment.
This is not a complete listing of nominees received to date as the vetting is still in progress for some or
(re)nominations have not been received.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Nominations Sheet
Respectfully submitted:
Rosa Rios
City Secretary
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
BOARD/COMMITTEE/COMMISSION COUNCIL
PLACE
NOMINATING
CCM
MEMBER
FIRST NAME
MEMBER
LAST NAME PRESENT TERM NEW TERM
STATUS &
QUALIFICATION OR
PREFERENCE, IF ANY
Committee on Persons with Disabilities 1 Briggs John Wier N/A
UNEXPIRED
September 1, 2019
through
August 31, 2020
New
BOARDS & COMMISSIONS - NOMINATIONS LIST
FEBRUARY 25, 2020