HomeMy WebLinkAbout2021-04-27 Agenda and BackupCity Council
City of Denton
Meeting Agenda
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Council Work Session Room3:00 PMTuesday, April 27, 2021
WORK SESSION BEGINS AT 3:00 P.M. IN THE COUNCIL WORK SESSION ROOM
CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR
INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED
MEETING IN THE COUNCIL WORK SESSION ROOM
Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie
Baker, John Ryan, Deb Armintor and Paul Meltzer will be participating in the work session, closed meeting
and meeting via video/teleconference.
REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL
Due to COVID-19 precautions, members of the public will not be able to attend the April 27, 2021 City
Council meeting in-person. To accommodate and receive input on agenda items, citizens will be able to
participate in one of the following ways (NOTE: Other than public hearings, citizens are only able to
comment one time per agenda item; citizens cannot use both methods to comment on a single agenda item.
Public comments are not held for work session reports.):
• Virtual White Card – On April 23, the agenda was posted online at
www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an
online form, will be made available under the main heading on the webpage. Within this form, citizens may
indicate support or opposition and submit a brief comment about a specific agenda item. Comments may
be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed.
Similar to when a citizen submits a white card to indicate their position on the item, these comment forms
will be sent directly to City Council members and recorded by the City Secretary.
City Council Members review comments received in advance of the meeting and take that public input into
consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards
submitted in support or opposition to an item during the public comment period. Comments will not be
read during the meeting. The City Secretary will reflect the number of comments submitted in
favor/opposition to an item, the registrant’s name, address, and (summary of) comments within the Minutes
of the Meeting, as applicable.
OR
• By phone – Citizens wishing to speak over the phone during this Council meeting, may call (940)
349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until
the item is opened for discussion by the Council. When the call is initially received, a staff member will
receive the caller’s information and either: 1) offer to call the citizen back when it is time for them to speak,
or 2) record the caller’s information, support or opposition, and comment. If the caller chooses to record
their support or opposition, rather than speaking during the meeting, the Mayor will announce the number
of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the
voice of each caller will be broadcast into the meeting during the public commenting time of their desired
agenda item. Individuals will be able to comment once per agenda item, no matter the method.
Page 1 Printed on 4/29/2021
1
April 27, 2021City Council Meeting Agenda
• At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone).
Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a
public report, see the information below.
After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a
Work Session on Tuesday, April 27, 2021, at 3:00 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 any item listed on the Consent Agenda prior to its
consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person
who wishes to address the City Council regarding these items may do so by utilizing the "By Phone"
registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE
CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City
Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the
Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call.
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 Denton
Municipal Electric LED Streetlight Retrofit Program, Bird City Texas Program, and Lights
Out Texas Educational Campaign.
ID 21-772A.
Receive a report, hold a discussion, and give staff direction regarding the Hinkle
Roundabout.
ID 21-617B.
Receive a report, hold a discussion, and give staff direction regarding the FY 2020-21
Budget, Capital Improvement Program, Rates and Five-Year Financial Forecast for
Water, Wastewater (Drainage), and Solid Waste Funds.
ID 21-822C.
Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider
specific item(s) 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:
Consultation with Attorneys - Under Texas Government Code Section 551.071
Consult with the City’s attorneys on the handling and disclosure of confidential and
attorney/client privileged documents and information where a public discussion of these
legal matters would conflict with the duty of the City’s attorneys to the City of Denton and
Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the
State Bar of Texas.
ID 21-845A.
Page 2 Printed on 4/29/2021
2
April 27, 2021City Council Meeting Agenda
Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open
Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final
decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the
Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a
Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq.
(The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of
the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings
Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act.
NOTE: Any item for which a formal action at the Special 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.
Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting to
consider the following items:
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 – I). 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 the minutes of April 13, 2021.ID 21-754A.
Consider approval of a resolution of the City of Denton stating no objection to the JES
Dev Co, Inc. 4% housing tax credit application to Texas Department of Housing and
Community Affairs for proposed new construction of Pebblebrook Parkside Apartments
in Denton, Texas to provide affordable rental housing; and providing an effective date.
ID 21-501B.
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the approval of a second amendment to a Professional Services
Agreement between the City of Denton and James R. Kirkpatrick, Architect, Inc. dba
Kirkpatrick Architecture Studio, amending the contract approved by City Council on
October 6, 2020, in the not-to-exceed amount of $116,955.00; amended by Amendment
1 approved by Purchasing; said second amendment to provide additional engineering and
construction services for 909 North Loop 288 for Community Services; providing for the
expenditure of funds therefor; and providing an effective date (File 7453 - providing for
an additional second amendment expenditure amount not-to-exceed $404,150.00, with
the total contract amount not-to-exceed $526,920.00).
ID 21-746C.
Consider adoption of an ordinance of the City Of Denton, a Texas home-rule municipal ID 21-748D.
Page 3 Printed on 4/29/2021
3
April 27, 2021City Council Meeting Agenda
corporation, authorizing the City Manager, or their designee, to execute a contract with
Daikin Applied Americas, Inc dba Daikin Applied, through the Buy Board Cooperative
Purchasing Network Contract #631-20, for the repair, inspection, and maintenance of
Daikin heating, ventilation, and air conditioning systems for City buildings for the Facilities
Management Department; providing for the expenditure of funds therefor; and providing
an effective date (File 7550 - awarded to Daikin Applied Americas, Inc dba Daikin
Applied, for one (1) year, with the option for two (2) additional one (1) year extensions,
in the total three (3) year not-to-exceed amount of $200,000.00).
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager, or their designee, to execute a contract with
SEMA Construction, Inc., for the construction of the Mistywood, Craig, Freedom, and
Chebi Street Reconstruction Project for the City of Denton; providing for the expenditure
of funds therefor; and providing an effective date (CSP 7600 - awarded to SEMA
Construction, Inc., in the not-to-exceed amount of $1,886,473.58).
ID 21-749E.
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager, or their designee, to execute a contract with
SEMA Construction, Inc., for the construction of the Lido, Olympia, Fox Hollow, and
Timberidge Street Reconstruction Project for the City of Denton; providing for the
expenditure of funds therefor; and providing an effective date (CSP 7601 - awarded to
SEMA Construction, Inc., in the not-to-exceed amount of $1,625,659.61).
ID 21-751F.
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, rejecting any and all competitive proposals under RFP 7603 for
Photography Services for the Denton Parks & Recreation Department; and providing an
effective date (RFP 7603).
ID 21-752G.
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager, or their designee, to execute a contract with
Weatherproofing Services, LLC, for roofing, gutter, and downspout installation,
maintenance and repair services on all City buildings; providing for the expenditure of
funds therefor; and providing an effective date (RFP 7606 - awarded to Weatherproofing
Services, LLC, for three (3) years, with the option for two (2) additional one (1) year
extensions, in the total five (5) year not-to-exceed amount of $1,500,000.00).
ID 21-753H.
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager, or their designee, to execute a contract with
Whirlix Design, Inc., through the Buy Board Cooperative Purchasing Network Contract #
592-19, for the purchase and construction of Quakertown Park Playground Phase 2 for
the Parks and Recreation Department; providing for the expenditure of funds therefor;
and providing an effective date (File 7669 - awarded to Whirlix Design, Inc., in the
not-to-exceed amount of $98,814.00).
ID 21-819I.
2. ITEM(S) FOR INDIVIDUAL CONSIDERATION
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager, or their designee, to execute a contract with
ID 21-758A.
Page 4 Printed on 4/29/2021
4
April 27, 2021City Council Meeting Agenda
Curtco, Inc., for Crack Sealing Services for the Street Department; providing for the
expenditure of funds therefor; and providing an effective date (RFP 7572 - awarded to
Curtco, Inc., in the five (5) year not-to-exceed amount of $2,900,000.00).
3. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council
or the public with specific factual information or recitation of policy, or accept a proposal to place the
matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open
Meetings Act, provide reports about items of community interest regarding which no action will be taken,
to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules;
an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about
an upcoming event organized or sponsored by the governing body; information regarding a social,
ceremonial, or community event organized or sponsored by an entity other than the governing body that
was attended or is scheduled to be attended by a member of the governing body or an official or employee
of the municipality; or an announcement involving an imminent threat to the public health and safety of
people in the municipality that has arisen after the posting of the agenda.
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 official website
(https://www.cityofdenton.com/en-us/government/open/agendas-minutes) and bulletin board at City Hall, 215
E. McKinney Street, Denton, Texas, on April 23, 2021, in advance of the 72-hour posting deadline, as
applicable, and in accordance with Chapter 551 of the Texas Government Code.
__________________________________________
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 ACCOMMODATION, 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 ACCOMMODATION CAN BE ARRANGED.
Page 5 Printed on 4/29/2021
5
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-772,Version:1
AGENDA CAPTION
Receive a report, hold a discussion and give staff direction regarding the Denton Municipal Electric LED
Streetlight Retrofit Program, Bird City Texas Program, and Lights Out Texas Educational Campaign.
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™6
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Sustainability
CM/ DCM/ ACM: Antonio Puente, Jr. Executive Manager of Utilities
DATE: April 27, 2021
SUBJECT
Receive a report, hold a discussion and give staff direction regarding the Denton Municipal Electric LED
Streetlight Retrofit Program, Bird City Texas Program, and Lights Out Texas Educational Campaign.
BACKGROUND
In January 2021 concerns were expressed regarding the Denton Municipal Electric (DME) LED Street Light
Retrofit Program. Concerns were raised about color of light, brightness, bird migration impacts, and a
question was raised about Denton applying for Bird City Texas certification.
LED Lighting Retrofit Program
Staff studied the option of LED street lights for several years. As technology advanced and lighting became
more available and cost effective internal studies were conducted, followed by a citizen survey in late 2018.
Based on the survey responses and staff research a retrofit program was presented to City Council in
September 2019. The information presented in 2019 can be found in Attachment 2. Staff sought and
received approval to begin retrofitting streetlights with LED fixtures. The retrofits began in February 2020
and continued until January 2021 when the program was paused to give staff time to bring back information
regarding concerns that were expressed. For residential areas 3000K LED lights are replacing older fixtures.
These lights are dimmable and are currently dimmed to 60% as staff works through concerns.
Thoroughfares are being retrofitted with 4000K LED lights to ensure driver, pedestrian, and cyclist safety.
Roadway Lighting
The International Dark Sky Association issued a Model Lighting Ordinance in 2011. The model ordinance
has an exemption for lighting within public right-of-way or easement for principal purpose of illuminating
streets or roads.
TXDOT Roadway Lighting Specifications require – “LED optical assembly with nominal color temperature
of 4000K.” For verification testing, CCT within the range of 3710K–4260K is allowable.
Bird City Texas
Sustainability staff reviewed the program in the Fall of 2020 with the intent of bring forward an item for
approval to seek certification in 2021 when the application opened. Staff identified multiple existing
programs and other efforts that would qualify for credit under the previous certification application. Barring
any significant changes there would be minimal modification of education and programs to achieve basic
certification. There are additional credits that could be pursued in the future. A matrix is included as
Attachment 4 that identifies the credits that would be pursued for basic certification.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
7
Lights Out Texas
This initiative and pilot project started in Fall of 2020 and was led by the Cornell Lab of Ornithology,
Texas Conservation Alliance, Dallas Zoo, the Perot Museum of Nature and Science, Houston Audubon,
Texan by Nature, and many others. Mayor Johnson in Dallas issued a Proclamation last Fall declaring
“Lights Out Nights” in Dallas. Other cities have joined the effort this spring.
The education initiative encourages building owners, businesses, developers, and homeowners to help
protect migrating birds by turning off all non-essential nighttime lighting on buildings and other structures
from 11:00 p.m. to 6:00 a.m. each night during critical migration times in Spring and Fall.
Sustainability began promoting Lights out Texas education campaign April 14, 2021.
Staff Recommendation
1.Continue street lighting retrofit program with the following considerations:
a.Identify Dark Sky Compliant Pole top fixture for all new installations and specify in DDC
b.Address dimming and shielding as requested; or
c.Install and dim to 60% of max brightness in residential areas
RELATIONSHIP TO SUSTAINABILITY FRAMEWORK
Focus Area: Energy Conservation and Efficiency
Goal 3: Ensure efficient energy use in city government facilities through demand reduction in both
new construction and building retrofits.
Focus Area: Education, Communication and Community Involvement
Goal 3: Increase sustainability education, awareness, and personal responsibility
EXHIBITS
1.Agenda Information Sheet
2.Denton Municipal Electric Agenda Information3.International Dark Sky Association Model Lighting Ordinance4.Bird City Texas Certification Matrix5.Presentation
Presented by:
Katherine Barnett
Sustainability Manager
8
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: September 17, 2019
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 with Techline, Inc., for LED luminaires for street
lighting, providing for the expenditure of funds therefor; and providing an effective date (RFP 6991 –
awarded to Techline, Inc. in the five (5) year not-to-exceed amount of $4,000,000). The Public Utilities
Board recommends approval (7 - 0).
RFP INFORMATION/BACKGROUND
The technology surrounding Light Emitting Diode (LED) street lights has come to a level of substantiation
that their use is now a practical, and cost reducing, option for many cities to consider. A program to retrofit
every luminaire in Denton with LED is a large project. Proper research, preparation, and planning are
imperative prior to implementation to achieve needed results as efficiently and cost effectively, as possible.
On June 6, 2016 Denton Municipal Electric (DME) was given approval from the Committee on the
Environment for a 2 to 3-year study of LED lighting technologies in preparation for a city-wide retrofit
project to replace all the high-pressure-sodium (HPS) and mercury vapor (MV) street lights in the City of
Denton with LED technology. This study was to provide DME with performance evidence related to LED
technologies and available products.
During the initial lighting study, DME reviewed luminaire offerings from eight (8) manufacturers that
participated in the evaluation through the City of Denton Purchasing process. The evaluated luminaires
were based on the luminaire’s equivalency to the current lighting values now in use in Denton: 100-watts,
250-watts, and 400-watts. A total of thirty-six (36) luminaires, covering all three lighting equivalencies,
were provided to DME. The luminaires were installed in a controlled area and data was collected related to
each luminaire offering. Each luminaire’s performance was scored based on numerically based parameters
such as actual power used vs. specification power, efficacy, lumens calculated vs. lumens recorded,
warranty, expected life in hours, weight, availability of products to meet all three lighting equivalencies,
and other functionality such as the ability to be dimmed. From the controlled area study three (3)
manufacturers were selected as acceptable vendors to be included in RFP 6991.
A second study, the LED Pilot, was implemented to garner input from the citizens of Denton as to what
lighting levels the citizens deemed appropriate, plus gain input related to color rendition, color temperature
and effectiveness of the proposed lighting. The LED Pilot, which was in place from December 11, 2018 to
January 15, 2019, utilized three roadways, shown in Figure 1, which have street lighting close to the current
code light spacing. Due to concerns received from TWU students, Bell Avenue had two additional lights
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
9
installed. This action increased the lighting along Bell Avenue through the TWU campus. Each roadway
had low, medium, and high levels of lumens for each light equivalency installed.
The LED Pilot helped identify the lighting needs based on the current Denton street lighting standard of
one light at approximately 300-foot spacing. This one-size-fits-all, 300-foot spacing, may not supply
“acceptable” lighting for today’s needs of Denton’s citizens. This spacing was considered acceptable when
it was approved as part of the City Municipal Code; and in fact, the 300-foot spacing is still a standard in
several cities that have not updated older codes. The purpose of the LED retrofit program is to replace all
non-LED lights in Denton; however, changing and adjusting the current spacing of the luminaires is not
considered part of the LED retrofit project. Redo of the current streetlight pole spacing now, would be too
costly and would prevent the City of Denton from quickly taking advantage of LED streetlight in a timely
manner. DME Engineering is working with the City of Denton Engineering to establish new lighting levels
and street lighting design standards. These new standards will be brought to the Council at a future meeting
for consideration and approval.
The LED Pilot focused on a few more technical aspects of luminaire and lighting quality; therefore, a short
primer on lighting terms and concepts may be helpful.
Lumen vs. Lux:
When the light leaves the luminaire, it is known as lumen; when light hits the ground, it is known as lux.
Correlated Color Temperature (CCT):
The Illuminating Engineering Society of North America defines CCT as a specification of the color
appearance of the light emitted by a lamp, relating its color to the color of light from a reference source
when heated to a particular temperature, measured in degrees Kelvin (K). CCT ratings provide a “warmth”
or “coolness” measure of its appearance. CCT measurements are counter-intuitive to the temperature scale
in the sense that the lower the temperature (i.e. 3000 K), the “warmer” the light is considered; whereas, the
hotter in temperature (i.e. 5000 K) the “cooler” the color. CCT is a good indicator of a lamp’s general
appearance but does not give data on a lamps spectral power distribution. What this means is that even
though the light from two lamps may appear to be the same, their effects on color can be very different.
Figure 1
10
Color Rendering Index (CRI):
The color of the light, or CRI, that LEDs emit is much higher than provided by HPS; therefore, the eye’s
ability to render color is better. Blues appear to be blue, etc.
Lighting Patterns:
Manufacturers of luminaires produce products with several standard lighting patterns (Table 1). Each
lighting pattern has both its advantages and disadvantages. DME currently uses a type III lighting pattern.
Light Pattern Typical Use
Type I distribution is generally for lighting walkways, paths, and sidewalks. This
lighting should be placed near the center of the pathway.
Type II distribution is used for wide walkways, on-ramps, entrance roadways, as well
as other long narrow lighting. It is meant for lighting larger areas and is usually installed
near the roadside.
Type III distribution is meant for roadway lighting, general parking areas, and other
areas where larger lighting requirements exist. The lighting is placed on the side of the
area, allowing light to project outward and fill the area.
Type IV distribution produces a semicircular light meant for mounting on the sides of
buildings and walls.
Type V produces a circular distribution that has the same intensity at all angles.
Table 1
To provide for study standardization, all luminaires in the LED Pilot were from a single manufacturer, a
CCT of 4000 K, a CRI of 70, and a type III lighting pattern. Research has not identified any purely
quantifiable perfect combination of lumens, CCT, and CRI.
DME worked with Jessica Rogers to place a map on the city’s website with a link to a Survey Monkey
questionnaire. The map and link were available through the end of the survey period. DME reviewed the
survey responses and made appropriate design and RFP purchasing decisions for the lumen levels most
favored in the survey. Please see Exhibit 2 for a report of the Survey Monkey responses. Responses given
through input from the City of Denton Facebook page, and through articles published in the Denton Record
Chronicle were also considered.
Before and after pictures were taken along the LED Pilot roadways (Exhibit 3). The advantages related to
the retrofit of the current luminaires in Denton to LED is very identifiable.
Citizen input from three (3) feedback sources (Survey Monkey, Denton Record Chronicle, and Facebook)
provided DME Engineering solid direction on design and light level considerations.
1. Even though white light (4000 K) is preferred at a near 3:1 ratio in the Survey Monkey, there was
concern this brighter white, at some levels of equivalency, may be too much for some areas of Denton
– namely the residential areas.
2. Medium to high lumen values appears to be preferred. Review of the comments led DME to believe
400-watt equivalencies for Sherman Dr. were too much. A lesser equivalency, such as 250 would likely
be more appropriate for this area. ***A subsequent field check of Sherman Dr. identified some of the
11
poles with LED luminaires were leaning such that the homes across the street were getting light from
angles not intended to be pointed towards houses. DME maintenance personnel straighten poles and re-
leveled luminaires, so the proper angle associated with the light would be in place. A quick check with
this customer disclosed he was happy with the changes which were made.***
3. The Type III lighting pattern, which disperses light further forward and less horizontally, may trespass
into areas where some citizens do not want additional lighting.
4. There was an overall positive reaction that LED lighting will provide benefits and safer roadways.
LED Street Light Design Recommendations
1. The Type III illumination pattern, which is currently in use by DME, is a bit broader in relation to light
going to the front and back of the luminaire. This distribution is meant for roadway lighting, general
parking areas, and other areas where larger lighting requirements exist. The luminaire is placed on the
side of the area, allowing light to project outward and fill the area.
As a response to concerns conveyed in the comments regarding light trespass, DME recommends
moving to a Type II illumination pattern. Type II illumination is a bit more elongated to the sides of the
luminaire and is typically used for wide walkways, on ramps, entrance roadways, as well as other long
narrow lighting. This pattern lessens the light throw to the front of the luminaire thus minimizing light
trespass; but, also extends the horizontal light from the luminaire farther down the roadway to help fill
in additional dark areas on the street between existing luminaires.
2. As mentioned, there were three (3) different equivalencies studied including 100-watt, 250-watt, and
400-watt.
a. DME recommends 400-watt equivalents at 4000 K luminaires with a Type II illumination
pattern be utilized only on major thoroughfares such as IH-35, US380 (University), Loop 288.
Many of these roads are directly adjacent to areas where there is high pedestrian traffic as well
as people crossing these major thoroughfares. The width of these roads, and for the provision of
safety to traffic other than vehicular, requires the additional light provided by 4000 K luminaires.
Also defined for this class of thoroughfare is Ft. Worth Dr./Carroll Blvd., US 77 (Dallas Street
– IH-35 to railroad bridge, and north of Loop 288 to IH-35), and McKinney St.
b. DME recommends 250-watt equivalents at 4000 K luminaires with a Type II illumination
pattern for minor thoroughfares such as Dallas Dr., Sherman Dr., Bell Ave., Mingo Rd. and
Bonnie Brae.
c. DME recommends 100-watt equivalents at 3000 K luminaires with a Type II illumination
pattern in all residential areas. The warmer, 3000 K color temperature will provide a more
subdued light.
3. All new cobrahead luminaires will have an uplight rating of zero (0) which means light traveling upward
is clipped off (dark sky).
4. DME knows some luminaire poles will need to have additional work done on them to minimize issues
associated with light into areas it is not intended to be going. DME will include funding in the project
so maintenance crews will be able to replace and/or repair poles and arms such that the light installations
are level. This will assure light, intended for the streets, hits the streets and minimize light trespass into
yards.
Deployment
Denton Municipal Electric maintenance crews will be the primary implementers of the retrofit project. Use
of DME crews was deliberate in order to keep the overall project cost reasonable. Retrofitting over 7,800
street lights and 2,085 security lights (nearly 10,000 lights) is a large, multi-year project which must be
managed carefully to assure the work is completed timely and completely; while being fiscally responsible
of the millions of dollars in material and labor costs.
12
To facilitate the everyday process of maintaining street lights in Denton, a grid map was developed that
partitions DME’s service territory into segments. Maintenance crews have been assigned territories based
on these segments. If a street light needing maintenance falls within a grid segment, the assigned crew is
responsible for repair or replacement. During retrofit implementation, the use of the grid map will allow for
a manageable, well-planned, and logical execution of the retrofit project.
Retrofitting street lights will provide the most impact and benefit to the citizens of Denton; therefore, street
lights are the priority for the retrofit project. Deployment of the LED retrofit for street lighting is currently
being planned to start at the core of the City (the square area), then move – based on the segments – in a
circular fashion until all the street lights have been retrofitted with new LEDs. As mentioned at the Council
meeting on August 13, 2019, there are specifically identified corridors (IH-35 and Carroll) that will be
separated and completed as a coordinated “project” on their own. By completing the project by the
organized segments, good record keeping for DME’s GIS data, project deployment status, and asset
inventory can be maintained. Security lights are planned to be replaced. Security lights will initially be
replaced if they no longer function and routine maintenance action is required. New installations of security
lighting will be LED. Replacement of security lighting is scheduled to be done after the completion of the
street lights to maximize the highest number of LED lights deployed across Denton in the shortest
timeframe.
Parks Lighting
DME queried its GIS database to obtain a count of street lights and security lights maintained by DME and
within the polygons which identify the City of Denton Parks. The result of this query identified 27 lights as
street lights and 132 lights as security lights for a total of 159 lights. These 159 lights will be included in
the retrofit program and will be replaced based on their position within the lighting retrofit segments used
to manage the large project.
It is known, Parks has more lights than the 159 mentioned previously. However, these lights are not
maintained by DME, but are maintained by Parks Department staff or through their contracts. The contract
amount DME is requesting will provide funding for replacement of the 7800 plus LED street lights and
allows for purchase of luminaires for major planned street lighting installations such as University, Loop
288, and FM 2499 as examples. Security lighting is included in the LED luminaire contract request. DME
has no issue with Parks utilizing the contract for LED lights to perform any appropriate retrofit for the lights
under their control; however, there is a caution that should be brought forward. If Parks decides to utilize
this contract for their lighting replacement, thoughtfulness and coordination should be taken to not check
out all the warehouse LED light inventory levels, or over burden the contract value, such that the street light
retrofit project and major lighting projects are put in jeopardy from cost and/or timeline perspective.
Areas covered by Home Owners Association:
Denton has several neighborhoods under a Home Owners Association (HOA) with street lights. Even
though an HOA exists, many of the street lights are still maintained by DME. Therefore, the street lights in
HOA areas are included in the 7,800+ street light count and will be retrofitted by DME during the project.
Other areas, where the street lights are under private ownership, will not be changed out by DME.
Areas with street lights provided by other electric utility suppliers:
Denton has areas and developments which get their electric service from other providers such as Oncor or
CoServ Electric. One example is Robson Ranch which is served by CoServ Electric. Unless DME maintains
the street lights in these areas, the HOA will need to work with their electric provider to replace street lights
with LED technology. For consistency, DME will be happy to work with either Oncor or CoServ electric
by providing them with the LED luminaire technical standards for the LED lighting to be used within
Denton.
13
Security Lighting
Another query of the GIS database identified 2,085 security lights on the DME system. It is estimated that
a service call for the replacement of a security light cost approximately $375.00 per incident. If only 25%
of security light customers ask for early replacement of their light, this would add nearly $200,000 to the
cost. This does not include cost of lost time or additional inefficiency that may be a result of pulling a
maintenance crew off their schedule and expected productivity for the street light retrofit. Considering this,
DME recommends replacement of security lighting only be done on an as-needed basis or after the
completion of the retrofit of the street lights.
DME recognizes, and supports, the Council’s desire to replace all mercury vapor and high-pressure-sodium
lighting products with more efficient LED options. With close to 10,000 lights included in the project,
implementation needs to be managed carefully so that minimal issues are experienced. DME believes that
maintaining its current deployment plan will provide the best opportunity to achieve project success while
also providing fiscal responsibility from both asset and staff aspects.
ESTIMATED PAYBACK (LUMINAIRE RETROFIT ONLY)
Estimated Project Cost: $3,933,645
Annualized Savings1: $643,014 per year
1 Based on 10-year life-cycle cost including energy savings, materials, and labor of anticipated maintenance for HPS vs. LED
lighting.
Requests for Proposals was sent to 849 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 and six (6) proposals meeting specifications were
evaluated based on published criteria including delivery, compliance with specifications, probable
performance, and price. Based upon this evaluation, Techline, Inc. was ranked the highest and determined
to be the best value for the City.
$-
$2,000,000
$4,000,000
$6,000,000
$8,000,000
$10,000,000
$12,000,000
Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 Yr 8 Yr 9 Yr 10 Yr 11 Yr 12 Yr 13 Yr 14 Yr 15Cost
Year
HPS to LED Conversion
Est Project Cost Annualized Savings
14
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On September 9, 2019, the Public Utilities Board (PUB) recommended this item to the City Council for
consideration.
RECOMMENDATION
Award a contract with Techline, Inc., for the supply of LED Luminaires for street lighting, in a five (5) year
not-to-exceed amount of $4,000,000.
PRINCIPAL PLACE OF BUSINESS
Techline, Inc.
Fort Worth, TX
ESTIMATED SCHEDULE OF PROJECT
This is a five (5) year contract.
FISCAL INFORMATION
These items will be funded from DME Department account 645082645. These products and services will
be ordered on an as-needed basis. The budgeted amount for this item is $4,000,000.
The bid included four (4) different sections (A – D) for luminaire options: 1) CCT of 4000 with high lumen
output, 2) CCT of 4000 with medium lumen output, 3) CCT of 3000 with high lumen output, and 4) CCT
of 3000 with medium lumen output. Each section included lighting with type II and type III patterns, as
well as for gray and bronze/black luminaires. Quantities often included repeats of luminaires requirements
based on possible combinations of CCT, pattern, and color. These multiple combinations added provided
the value calculated as a total of sections A – D. DME limited its budget to the lighting required for the
retrofit; plus, additional luminaires which would be needed to provide future lighting projects such as
University/US 380, Loop 288, FM2499, and subdivisions or other developments that will require new
lighting during the five-year period of the contract. However, if needed, the additional bided products gives
DME the additional flexibility to purchase them if a need becomes evident.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Survey Monkey Results
Exhibit 3: Before and After Pictures
Exhibit 4: Pricing Evaluation
Exhibit 5: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Jerry Fielder, 940-349-7173.
Legal point of contact: Mack Reinwand at 940-349-8333.
15
Exhibit 2
Survey Monkey Results
Twenty (20) responses were received through Survey Monkey. However, comments were also found with
the Facebook post on the City of Denton, TX – City Hall as well as two (2) articles which appeared in the
Denton Record Chronicle. The questions in the Survey Monkey, along with the unedited written responses
per question, include:
Q1: Please indicate which segment of lighting you preferred along Stuart Road.
R1: Segment A [LOW], Segment B [HIGH], Segment C [MEDIUM]. Light blue is not applicable.
Q1 Responses:
No blue light!
I don’t drive Stuart so I cannot give you an honest answer.
I live a couple of house away from the light at Stuart and Manhattan. The new light seems brighter and
better than the old, but doesn’t unduly add light pollution.
I would not waste any money on these they all suck not enough light on the ground
Stuart looks mucho better now that DME installed these new LED luminaires. The white light makes it
much easier to see the road and everything on it at night.
It was difficult for me to follow the different segments while driving and so I cannot provide specific
feedback. What I would suggest is to go for the lowest wattage LED bulbs possible, something that
emulated the current street lighting. LED lights can be blinding and with evidence of that lights far on
the blue light spectrum causes vision problems, I urge the city to consider something soft, not harsh,
warm, not cool. There are street lights in Corinth, on Oakhollow Dr that are exactly the lights to avoid.
Segment B is best. I live in segment C area, at top of hill. C=Too bright. It’s like God’s flashlight
shining into our front windows and on our driveway from across the street. Also very bright when
driving in Segment C. Segment A – too dim. Much too dark at the end of street and it doesn’t seem any
brighter than usual. Can’t see people in road walking from their cars. Segment B = just right.
Noticeably brighter than A, could see road much better while driving.
Q2: Please indicate which segment of lighting you preferred along Bell Road.
R2: Segment A [MEDIUM], Segment B [HIGH], Segment C [LOW]. Light blue is not applicable.
2 6 3 9
0% 20% 40% 60% 80% 100%
Stuart Rd (100 W)
Seg A Seg B Seg C N/A
16
Exhibit 2
Survey Monkey Results
Q2 Comments:
No blue!
I use all bell segments on daily bases
Again, too difficult to follow, but thank you for asking. Please consider my comments to question 1.
Q3: Please indicate which segment of lighting you preferred along Sherman Drive.
R3: Segment A [HIGH], Segment B [LOW], Segment C [MEDIUM]. Light blue is not applicable.
Q3 Responses:
No blue light!
I live across the street from the new lights along Sherman in the A section of the Bell to Hercules zone.
The lights flood my yard like a football stadium. Not just excessively bright they also cast light at a
VERY wide angle far beyond the width of the street. The light comes through the blinds so strongly I
need to buy curtains if these lamps remain. The white light tricks me that the sun is up. The dim yellow
glow from the old lamps did not. I can send pictures. I consider these lights an infringement and will
strongly oppose them. Others feel the same: https://tinyurl.com/y7yytygg.
The visibility is amazing on Sherman with just the right amount of light. The white lights are not
blinding in any way and provide excellent visibility My son and I are both impressed!
This is so important that I will repeat myself: do whatever you can to emulate what is currently placed
in residential areas. Look to keep light pointed down (so as to not further light-pollute the skies) and
work with individual residents who have light poles outside of their residences to maximize their comfort
along with the collective need for street lighting. White
3 2 8 3
0% 20% 40% 60% 80% 100%
Sherman Dr (400 W)
Seg A Seg B Seg C N/A
17
Exhibit 2
Survey Monkey Results
Q4: The existing street lights in Denton provide a yellow light. The LED lights in the pilot program
provides a white light. For a residential street, do you prefer the yellow light or the white light?
R4: Yellow [GREEN], White [BLUE]. Orange is no preference.
Q5: Please select all that apply.
R5: I live on or nearby a roadway in the pilot program.
I work on or near a roadway in the pilot program.
I do not live or work on a roadway in the pilot program, but I use the road frequently.
Other (please specify)
Comments
Q5 Comments:
I live on the southside of town. It would have been easier for me to evaluate if lights were in my
neighborhood.
Q6: Please select all that apply.
R6: I am a Denton homeowner.
I am a Denton renter.
I am a Denton business owner.
Other (please specify)
Comment
18
Exhibit 2
Survey Monkey Results
Q7: Please provide any additional comments regarding the DME LED Lighting Pilot Program
R7: Comments
The lights starting in front of the Fire Station 4 are uncomfortably bright when driving north on
Sherman.
The Best Available LED Technology is Gallium Nitrate or GAN technology. It is the most efficient and
has the longest Warranties because they will Typically last 3 to 5 times Longer than typical LED’s. The
Warranty is key to lower cost!!!
White light provides a safer choice for driving & allows better visibility to see cyclists & pedestrians,
possibly saving lives!
I’m excited about led use city wide. Have previously converted my home to led. My ROI showed savings
even if a significant number if bulbs didn’t last the advertised life. Saw a reduction in my electric bill.
Sorry, don’t know the percentage.
I really appreciate the lineman at the city of denton I seen them hanging these leds late at night and
early in morning keeping traffic moving on the weekends please allow them to do this if denton replaces
all the lights thank you
DME has done a great job working on weekends. I’ve also seen them at night as well, that is very
courteous of them to do that so they wouldn’t be in the way of traffic.
I’m a UNT researcher focused on smart cities research. I tried to bring the city and DME attention to
similar pilots before with added research twists. This pilot can also benefit from including sensors. If
you are interested please contact me on [REDACTED]
I love the idea! Some information on the effect of light pollution would be nice. More or less?
The LED lights are so much better. Since I moved to Denton one of my pet peeves has been how dark
the city is at night. I think this will definitely help.
Thank you for adding better visibility to our roads!
I would like to thank everyone involved in the DME LED Lighting Pilot Program, especially those in
engineering that made this possible. I talked with a couple of them while they were out in the cold
taking pictures of the old yellow lights.
See above. Thank you for seeking citizen input. LED lights might save a bit of energy and money, but
they create a host of other problems that could be considered before installation.
Thanks for doing this!
19
JOINT IDA - IES
MODEL
LIGHTING
ORDINANCE
(MLO)
June 15, 2011
with USER’S GUIDE
Illuminating
ENGINEERING SOCIETY
20
USER’S GUIDE - Page 2 ORDINANCE TEXT 2 - Page
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
The User Notes
The User Notes are intended to clarify the sections of the MLO for
the various audiences who will use it: lighting designers, city officials,
engineers, citizen groups, and others. Every effort has been made to
keep the language technically accurate and clear, but since different
disciplines may use the same term in different ways, or have different
interpretations, some guidance may be helpful. While these Notes can
not be a full tutorial on modern lighting design, it is hoped that the
Notes will help facilitate the dialogue necessary to adopt the MLO.
Background
The problems of light pollution first became an issue in the 1970s when
astronomers identified the degradation of the night sky due to the
increase in lighting associated with development and growth. As more
impacts to the environment by lighting have been identified, an inter-
national “dark sky” movement is advocating for the precautionary
approach to outdoor lighting design.
Many communities have passed anti-light-pollution laws and ordinances.
However, there is little or no agreement among these laws, and they
vary considerably in language, technical quality, and stringency. This is
confusing for designers, engineers, and code officials. The lack of a
common basis prevents the development of standards, educational
programs, and other means of achieving the goal of effective lighting
control.
This MLO will allow communities to drastically reduce light pollution
and glare and lower excessive light levels. The recommended practices
of the IES can be met using readily available, reasonably priced lighting
equipment. However, many conventional lighting practices will no
longer be permitted, or will require special permits.
This Model Lighting Ordinance (MLO) is the result of extensive efforts
by the International Dark Sky Association (IDA) and the Illuminating
21
USER’S GUIDE - Page 3 ORDINANCE TEXT - Page 3
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
Engineering Society of North America (IES). Among its features is the
use of lighting zones (LZ0-4) which allow each governing body to vary
the stringency of lighting restrictions according to the sensitivity of
the area as well as accommodating community intent. In this way,
communities can fine-tune the impact of the MLO without having to
customize the MLO. The MLO also incorporates the Backlight-Uplight-
Glare (BUG) rating system for luminaires, which provides more
effective control of unwanted light.
Joint IDA-IESNA
Model Outdoor Lighting
Ordinance (MLO)
June 15, 2011
CONTENTS
I. Preamble...........................................................................5
II. Lighting Zones.................................................................5
III. General Requirements for All Outdoor Lighting.............8
IV. Requirements for Non-Residential Outdoor Lighting.....11
V. Requirements for Residential Outdoor Lighting.............19
VI. Lighting by Special Permit Only.....................................20
VII. Existing Lighting.............................................................21
VIII. Enforcement and Penalties (Reserved)............................22
IX. Tables...............................................................................23
X. Definitions.......................................................................32
XI. (Optional) Street Lighting Ordinance..............................38
22
USER’S GUIDE - Page 4 ORDINANCE TEXT - Page 4
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
General Notes in Adopting this Model Ordinance
Adoption of this ordinance should follow the established development,
review, and approval processes of the adopting authority. If no such
processes are in place, this ordinance may be adopted as a new
independent section of the Municipal Code.
The MLO is probably best adopted as an “overlay zoning” ordinance.
This means that it overlays, but is different from, land-use zoning. It
can be added to or integrated into existing ordinances or codes and
cross-referenced to other applicable codes and ordinances such as the
electrical code, the sign code, planning ordinances, etc.
The MLO may best be managed by assigning it to planning officials
and using existing administrative structures.
Because of the diverse community and lighting needs across large
areas, this MLO is not intended for adoption as a state, provincial
or national ordinance. Regional coordination is encouraged. Light
pollution knows no boundaries, and the effects of polluting light
persist as far as 200 kilometers (about 120 miles) from the source.
One large city could adopt the MLO and dramatically affect a region,
but adoption in suburbs and small towns must be part of a regional
effort to achieve significant improvements in the overall quality of
the night sky.
Adopting agencies should also consider that the MLO, like all other
modern codes, is designed to evolve over time. Lighting technology
will change, and MLO changes will be needed every few years.
On-going renewal cycles are strongly recommended as any part of
an adopting ordinance.
This Model Lighting Ordinance has been developed as a joint under-
taking by the Illuminating Engineering Society and the International
Dark-Sky Association.
The Joint Task Force responsible for developing the MLO include
IDA IES
Co-Chair: Jim Benya Naomi Miller
Co-Chair: Nancy Clanton Cheryl English
Leslie Lipstein Denis Lavoie
Leo Smith Eric Gibson
Michael Mutmansky
John Walter representing the electric utility industry also contributed
as a member of the Joint Task Force.
MLO Development and Task Force Members
23
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 5 ORDINANCE TEXT - Page 5
In general, the preamble is part of the ordinance but is typically not
part of the code. It establishes the reasons why the municipality is
undertaking these regulations.
Local governments may add other purposes to the Preamble including
established local government environmental or energy goals that
support the model lighting ordinance. The environmental impacts of
outdoor lighting fall into two categories: carbon footprint (energy
used in the life of a lighting product) and obtrusive light.
I. PREAMBLE - User’s Guide I. PREAMBLE - Ordinance Text
The purpose of this Ordinance is to provide regulations for outdoor
lighting that will:
a. Permit the use of outdoor lighting that does not exceed the minimum
levels specified in IES recommended practices for night-time
safety, utility, security, productivity, enjoyment, and commerce.
b. Minimize adverse offsite impacts of lighting such as light trespass,
and obtrusive light.
c. Curtail light pollution, reduce skyglow and improve the nighttime
environment for astronomy.
d. Help protect the natural environment from the adverse effects
of night lighting from gas or electric sources.
e. Conserve energy and resources to the greatest extent possible.
The Lighting Zone shall determine the limitations for lighting as specified
in this ordinance. The Lighting Zones shall be as follows:
LZ0: No ambient lighting
Areas where the natural environment will be seriously and
adversely affected by lighting. Impacts include disturbing the
biological cycles of flora and fauna and/or detracting from
human enjoyment and appreciation of the natural environ-
ment. Human activity is subordinate in importance to nature.
The vision of human residents and users is adapted to the
darkness, and they expect to see little or no lighting.
When not needed, lighting should be extinguished.
II. LIGHTING ZONES - Ordinance TextII. LIGHTING ZONES - User’s Guide
Lighting zones reflect the base (or ambient) light levels desired by a
community. The use of lighting zones (LZ) was originally developed by
the International Commission on Illumination (CIE) and appeared first
in the US in IES Recommended Practice for Exterior Environmental
Lighting, RP-33-99.
It is recommended that lower lighting zone(s) be given preference when
establishing zoning criteria.
Using lighting zones allows a great deal of flexibility and
customization without the burden of excessive regulation. For example,
a jurisdiction may choose to establish vertical lighting zones with the
lighting zone at street level at a higher zone than the residential
housing on upper levels.
Selection of lighting zone or zones should be
based not on existing conditions but rather on the type of lighting
environments the jurisdiction seeks to achieve. For instance, new
development on previously rural or undeveloped land may be zoned as
LZ-1.
CARBON FOOTPRINT OBTRUSIVE LIGHT
Cost & Impact of Mining the
Materials Used Impact on Humans
Energy Used in Production Impact on the Environment
Energy Used during Product Life
Disposal/Recylcing Costs
24
II. LIGHTING ZONES (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
LZ1: Low ambient lighting
Areas where lighting might adversely affect flora and fauna or
disturb the character of the area. The vision of human residents and
users is adapted to low light levels. Lighting may be used for safety
and convenience but it is not necessarily uniform or continuous.
After curfew, most lighting should be extinguished or reduced as
activity levels decline.
LZ2: Moderate ambient lighting
Areas of human activity where the vision of human residents and
users is adapted to moderate light levels. Lighting may typically be
used for safety and convenience but it is not necessarily uniform or
continuous. After curfew, lighting may be extinguished or reduced
as activity levels decline.
LZ3: Moderately high ambient lighting
Areas of human activity where the vision of human residents and
users is adapted to moderately high light levels. Lighting is generally
desired for safety, security and/or convenience and it is often uniform
and/or continuous. After curfew, lighting may be extinguished or
reduced in most areas as activity levels decline.
LZ4: High ambient lighting
Areas of human activity where the vision of human residents and
users is adapted to high light levels. Lighting is generally considered
necessary for safety, security and/or convenience and it is mostly
uniform and/or continuous. After curfew, lighting may be extinguished
or reduced in some areas as activity levels decline.
USER’S GUIDE - Page 6 ORDINANCE TEXT - Page 6
II. LIGHTING ZONES (cont.) - User’s Guide
Zone Recommended Uses or Areas Zoning Considerations
LZ-0
Lighting Zone 0 should be applied to areas in
which permanent lighting is not expected and
when used, is limited in the amount of lighting
and the period of operation. LZ-0 typically
includes undeveloped areas of open space,
wilderness parks and preserves, areas near
astronomical observatories, or any other area
where the protection of a dark environment is
critical. Special review should be required for
any permanent lighting in this zone. Some
rural communities may choose to adopt LZ-0
for residential areas.
Recommended default zone
for wilderness areas, parks
and preserves, and undevel-
oped rural areas.
Includes protected wildlife
areas and corridors.
LZ-1
Lighting Zone 1 pertains to areas that desire
low ambient lighting levels. These typically
include single and two family residential
communities, rural town centers, business
parks, and other commercial or industrial/
storage areas typically with limited nighttime
activity. May also include the developed
areas in parks and other natural settings.
Recommended default zone
for rural and low density
residential areas.
Includes residential single or
two family; agricultural zone
districts; rural residential
zone districts; business parks;
open space include preserves
in developed areas.
However, if an adjacent use could be adversely impacted by allowable
lighting, the adopting authority may require that a particular site meet
the requirements for a lower lighting zone. For example, the authority
could specify Lighting Zone 1 or 2 requirements if a commercial
development were adjacent to a residence, hospital or open space,
Lighting zones are best implemented as an overlay to the established
zoning especially in communities where a variety of zone districts
exists within a defined area or along an arterial street. Where zone
districts are cohesive, it may be possible to assign lighting zones to
established land use zoning. It is recommended that the lighting zone
includes churches, schools, parks, and other uses embedded within
residential communities.
or
to any land assigned to a lower zone.
25
USER’S GUIDE - Page 7 ORDINANCE TEXT - Page 7
II. LIGHTING ZONES (cont.) - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
Zone Recommended Uses or Areas Zoning Considerations
LZ-2
LZ-3
Lighting Zone 2 pertains to areas with moder-
ate ambient lighting levels. These typically
include multifamily residential uses, institu-
tional residential uses, schools, churches,
hospitals, hotels/motels, commercial and/or
businesses areas with evening activities
embedded in predominately residential areas,
neighborhood serving recreational and playing
fields and/or mixed use development with a
predominance of residential uses. Can be used
to accommodate a district of outdoor sales or
industry in an area otherwise zoned LZ-1.
Recommended default zone
for light commercial business
districts and high density or
mixed use residentialdistricts.
Includes neighborhood
business districts; churches,
schools and neighborhood
recreation facilities; and light
industrial zoning with
modest nighttime uses or
lighting requirements.
Lighting Zone 3 pertains to areas with moder-
ately high lighting levels. These typically in-
clude commercial corridors, high intensity
suburban commercial areas, town centers,
mixed use areas, industrial uses and shipping
and rail yards with high night time activity,
high use recreational and playing fields,
regional shopping malls, car dealerships, gas
stations, and other nighttime active exterior
retail areas.
Recommended default
zone for large cities'
business district.
Includes business zone
districts; commercial mixed
use; and heavy industrial
and/or manufacturing zone
districts.
LZ-4
Lighting zone 4 pertains to areas of very high
ambient lighting levels. LZ-4 should only be
used for special cases and is not appropriate
for most cities. LZ-4 may be used for
extremely unusual installations such as high
density entertainment districts, and
heavy industrial uses.
Not a default zone.
Includes high intensity
business or industrial
zone districts.
26
USER’S GUIDE - Page 8 ORDINANCE TEXT - Page 8
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
III. GENERAL REQUIREMENTS - User’s Guide
This Section sets out the requirements that apply to all lighting, both
residential and non-residential.
Each adopting jurisdiction should incorporate their existing standards
as to when compliance with new regulations is required, when
repair or remodeling triggers compliance and if the new ordinance
will be retroactive to existing development. The Applicability section
of this model ordinance should serve as a guide if the adopting juris-
diction does not have standards or policies in place. Likewise, the
adopting jurisdiction should use their existing policies and definitions
of what constitutes public monuments, and temporary and/or
emergency lighting. Community attitudes and precedents should be
taken into account in deciding to regulate seasonal holiday lighting.
This is standard language intended to prevent conflict of laws and to
give the community the ability to set specific lighting requirements in
special plans and under use permits. It can be amended to conform to
similar language in other ordinances. For example, while public mon-
uments, statuary, and flags should be lighted, the lighting also should
be limited to avoid excess.
Lighting for streets, roads, and highways is usually regulated by a street
lighting ordinance, and is not covered by this model ordinance. However,
since street lighting can affect nearby areas, some recognition of its
effect is appropriate. (See Section XI)
A sign lighting ordinance is strongly recommended if not already in place. It
should carefully limit lighting to prevent over-lighted signs from being used
to circumvent lighting ordinances.
III. GENERAL REQUIREMENTS - Ordinance Text
A. Conformance with All Applicable Codes
All outdoor lighting shall be installed in conformance with the provisions
of this Ordinance, applicable Electrical and Energy Codes, and applicable
sections of the Building Code.
B. Applicability
Except as described below, all outdoor lighting installed after the date of
effect of this Ordinance shall comply with these requirements. This
includes, but is not limited to, new lighting, replacement lighting, or any
other lighting whether attached to structures, poles, the earth, or any other
location, including lighting installed by any third party.
Exemptions from III.(B.) The following are not regulated by
this Ordinance
a. Lighting within public right-of-way or easement for the principal
purpose of illuminating streets or roads. No exemption shall apply
to any lighting within the public right of way or easement when
the purpose of the luminaire is to illuminate areas outside the
public right of way or
Note to adopting agency: if using the street lighting ordinance
(Section XI), this exemption should read as follows:
Lighting within the public right-of-way or easement for the principal
purpose of illuminating roads and highways. No exemption shall apply
to any street lighting and to any lighting within the public right of way or
easement when the purpose of the luminaire is to illuminate areas outside
of the public right of way or easement.
b. Lighting for public monuments and statuary.
c. Lighting solely for signs (lighting for signs is regulated by the
Sign Ordinance).
d. Repairs to existing luminaires not exceeding 25% of total installed
luminaires.
easement, unless regulated with a
streetlighting ordinance.
SIGN LIGHTING - User’s Guide
EXEMPTIONS - User’s Guide
27
III. GENERAL REQUIREMENTS (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
e. Temporary lighting for theatrical, television, performance areas
and construction sites;
f. Underwater lighting in swimming pools and other water features
g. Temporary lighting and seasonal lighting provided that individual
lamps are less than 10 watts and 70 lumens.
h. Lighting that is only used under emergency conditions.
i. In lighting zones 2, 3 and 4, low voltage landscape lighting
controlled by an automatic device that is set to turn the lights
off at one hour after the site is closed to the public or at a time
established by the authority.
Exceptions to III. (B.)
a. Lighting specified or identified in a specific use permit.
b. Lighting required by federal, state, territorial, commonwealth
or provincial laws or regulations.
All lighting shall follow provisions in this
ordinance; however, any special requirements for lighting listed
in a) and b) below shall take precedence.
C. Lighting Control Requirements
1. Automatic Switching Requirements
Controls shall be provided that automatically extinguish all
outdoor lighting when sufficient daylight is available using a
control device or system such as a photoelectric switch,
astronomic time switch or equivalent functions from a program-
mable lighting controller, building automation system or light-
ing energy management system
, all with battery or similar backup
power or device.
USER’S GUIDE - Page 9 ORDINANCE TEXT - Page 9
This section requires all outdoor lighting to have lighting controls that
prohibit operation when sufficient daylight is available, and to include
the capability, either through circuiting, dimming or alternating sources,
to be able to reduce lighting without necessarily turning all lighting off.
LIGHTING CONTROLS - User’s Guide
28
USER’S GUIDE - Page 10 ORDINANCE TEXT - Page 10
Exceptions to III.(C.) 1. Automatic lighting controls are not
required for the following:
a. Lighting under canopies.
b. Lighting for tunnels, parking garages, garage entrances,
and similar conditions.
2. Automatic Lighting Reduction Requirements
The Authority shall establish curfew time(s) after which total outdoor
lighting lumens shall be reduced by at least 30% or extinguished.
Exceptions to III.(C.) 2. Lighting reductions are not required
for any of the following:
a. With the exception of landscape lighting, lighting for
residential properties including multiple residential
properties not having common areas.
b.
c. Code required lighting for steps, stairs, walkways, and
building entrances.
d. When in the opinion of the Authority, lighting levels must
be maintained.
e. Motion activated lighting.
f. Lighting governed by special use permit in which times of
operation are specifically identified.
g. Businesses that operate on a 24 hour basis.
When the outdoor lighting consists of only one luminaire.
III. GENERAL REQUIREMENTS (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
CURFEW REQUIREMENTS - User’s Guide
The intent is to reduce or eliminate lighting after a given time. Benefits
include reduced environmental impact, longer hours of improved
astronomy, energy savings, and improved sleeping conditions for
residents. Additionally, some police departments have indicated that
post-curfew light reductions make drive-by patrolling easier because it
allows them to see further into and through a site.
The authority should determine the time of curfew and the amount of
lighting reduction based on the character, norms and values of the
community.
Typically, curfews go into effect one hour after the close of business.
Restaurants, bars and major entertainment facilities such as sports
stadiums, may require the curfew go into effect two hours after the
close of business. The authority may elect to have no curfew for facilities
with shift workers and 24 hour operations, or to extend the curfew time
to meet specific needs. The MLO can be modified to address those
concerns.
Areas without street lights or with very low ambient light levels should
consider turning off all non-emergency lighting at curfew while
commercial areas or urban areas may prefer a reduction in lighting
levels. A reduction of at least 30% is recommended for most uses.
29
USER’S GUIDE - Page 11 ORDINANCE TEXT - Page 11
IV. NON-RESIDENTIAL LIGHTING - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
IV. NON-RESIDENTIAL LIGHTING - User’s Guide
This section addresses non-residential lighting and multiple-family
residences having common spaces, such as lobbies, interior corridors
or parking. Its intent is to:
• Limit the amount of light that can be used
• Minimize glare by controlling the amount of light that tends to
create glare
• Minimize sky glow by controlling the amount of uplight
• Minimize the amount of off-site impacts or light trespass
This MLO provides two methods for determining compliance. The
prescriptive method contains precise and easily verifiable requirements
for luminaire light output and fixture design that limit glare, uplight,
light trespass and the amount of light that can be used. The performance
method allows greater flexibility and creativity in meeting the intent
of the ordinance. Note that both the prescriptive and the performance
method limit the amount of light that can be used, but do not control
how the lighting is to be used.
Most outdoor lighting projects that do not involve a lighting
professional will use the prescriptive method, because it is simple
and does not require engineering expertise.
For the prescriptive method, the initial luminaire lumen allowances
defined in Table A (Parking Space Method) or B (Hardscape Area Method)
will provide basic lighting (parking lot and lighting at doors and/or
sensitive security areas) that is consistent with the selected lighting zone.
The prescriptive method is intended to provide a safe lighting environment
while reducing sky glow and other adverse offsite impacts. The Per Parking
Space Method is applicable in small rural towns and is a simple method for
small retail “mom and pop” operations without drive lane access and where
the parking lot is immediately adjacent to the road. A jurisdiction may
For all non-residential properties, and for multiple residential properties
of seven domiciles or more and having common outdoor areas, all outdoor
lighting shall comply either with Part A or Part B of this section.
30
USER’S GUIDE - Page 12 ORDINANCE TEXT - Page 12
IV. NON-RESIDENTIAL LIGHTING (cont.) - Ordinance TextPRESCRIPTIVE METHOD - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
also allow a prescriptive method for classes of sites, such as car dealerships,
gas stations, or other common use areas.
Note that the values are for initial luminaire lumens, not footcandles on
the target (parking lot, sidewalk, etc). Variables such as the efficiency
of the luminaire, dispersion, and lamp wear can affect the actual
amount of light so the lumens per square foot allowance is not equal
to footcandles on the site. By specifying initial luminaire lumen values,
it is easier for officials to verify that the requirement is being met. Initial
luminaire lumens are available from photometric data. Each initial
luminaire lumens calculation should be supplied on the submittal form.
Listed below is an example
on a typical compliance worksheet for the Prescriptive Method.
Solid state luminaires, such as LEDs, do not have initial lamp lumens, only
initial luminaire lumens (absolute photometry). Other luminaires tested
with relative photometry will have initial luminaire lumens which can be
calculated by multiplying initial lamp lumens by the luminaire efficiency. In
this example, three types of luminaires are used to light a parking area and
building entry in a light commercial area. Two of these three luminaires use
metal halide lamps: 70 watt wall mounted area lights and 150 watt pole
mounted area lights. For these, the Initial Luminaire Lumens is equal to the
initial lamp lumens multiplied by the luminaire efficiency. These values are
entered into the compliance chart. The lumen value for the building
mounted LED luminaires is equal to the lumens exiting the luminaire.
Therefore, the value already represents the Initial Luminaire Lumens and
no luminaire efficiency is needed. The total Luminaire Lumens for the site
is equal to 247,840.
The allowable lumens are based on the lighting zone and the total hard-
scape area. Referencing Table B, the allowed lumens are 2.5/SF for LZ2.
Multiplying this by the total hardscape square footage gives a value of
250,000 lumens allowed. Because this value is greater than the value
calculated for the site, the project complies.
A. Prescriptive Method
An outdoor lighting installation complies with this section if it meets the
requirements of subsections 1 and 2, below.
1. Total Site Lumen Limit
The total installed initial luminaire lumens of all outdoor lighting
shall not exceed the total site lumen limit. The total site
lumen limit shall be determined using either the Parking Space
Method (Table A) or the Hardscape Area Method (Table B).
Only one method shall be used per permit application, and for
sites with existing lighting, existing lighting shall be included
in the calculation of total installed lumens.
The total installed initial luminaire lumens is calculated as the sum
of the initial luminaire lumens for all luminaires.
31
USER’S GUIDE - Page 13 ORDINANCE TEXT - Page 13
IV. NON-RESIDENTIAL LIGHTING (cont.) - Ordinance TextIV. NON-RESIDENTIAL LIGHTING (cont.) - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
In this example, three types of luminaires are used to light a parking area
and building entry in a light commercial area. Two of these three luminaires
use metal halide lamps: 70 watt wall mounted area lights and 150 watt
pole mounted area lights. For these, the Initial Luminaire Lumens is equal
to the initial lamp lumens multiplied by the luminaire efficiency. These
values are entered into the compliance chart. The lumen value for the
building mounted LED luminaires is equal to the lumens exiting the
luminaire. Therefore, the value already represents the Initial Luminaire
Lumens and no luminaire efficiency is needed. The total Luminaire Lumens
for the site is equal to 247,840. The allowable lumens are based on the
lighting zone and the total hardscape area. Referencing Table B, the
allowed lumens are 2.5/SF for LZ2. Multiplying this by the total hardscape
square footage gives a value of 250,000 lumens allowed. Because this
value is greater than the value calculated for the site, the project complies.
PRESCRIPTIVE METHOD EXAMPLE - COMPLIANCE CHART
Lamp
Descriptions Initial
Luminaire Lumens Total
70 W Metal Halide 8 3,920 31,360
150 W Metal Halide 20 9,600 192,000
18 W LED 24 1,020 24,480
TOTAL INITIAL LUMINAIRE LUMENS 247,840
SITE ALLOWED TOTAL INITIAL LUMENS* 250,000
PROJECT IS COMPLIANT? YES
Site Allowed Total Initial Lumens
(lumens per SF X hardscape area)
2.5
250,000
Site Description Light Commercial
Hardscape Area (SF)100,000
Lighting Zone LZ-2
Allowed Lumens per SF
of Hardscape (Table B)
SITE ALLOWED TOTAL INITIAL LUMENS
* Listed below is the method of determining the allowed total initial lumen for
non-residential outdoor lighting using the hardscape areamethod. (Table B).
QTY
32
IV. NON-RESIDENTIAL LIGHTING (cont.) - Ordinance TextPRESCRIPTIVE METHOD (cont.) - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 14 ORDINANCE TEXT - Page 14
The prescriptive method of the MLO restricts uplighting, including
upward light emitted by decorative luminaires. A jurisdiction may
choose to preserve some types of lighting, including lighting of
monuments or historic structures. In this case, the adopting jurisdiction
should exempt or otherwise regulate these types of lighting carefully so
that it does not inadvertently allow glaring or offensive lighting systems.
Offsite effects of light pollution include glare, light trespass, sky glow,
and impacts on the nocturnal environment . All of these are functions
of the fixture or luminaire design and installation. This document replaces
the previous luminaire classification terminology of full cut-off, semi
cut-off, and cut-off because those classifications were not as effective
in controlling offsite impacts as with the new IESNA luminaire
classification system as described in TM-15-07.
2. Limits to Off Site Impacts
All luminaires shall be rated and installed according to Table C.
3. Light Shielding for Parking Lot Illumination
All parking lot lighting shall have no light emitted above 90 degrees.
Exception:
a) Ornamental parking lighting shall be permitted by special permit only,
and shall meet the requirements of Table C-1 for Backlight, Table C-2
for Uplight, and Table C-3 for Glare, without the need for external
field-added modifications.
A traditional method of defining light trespass is to identify a maximum
light level at or near the property line. However, this method does not
address offensive light that is not directed toward the ground, or the
intensity of glaring light shining into adjacent windows. The require-
ments defined in Table C limit the amount of light in all quadrants that
is directed toward or above the property line. The Backlight/Uplight/
Glare (BUG) rating will help limit both light trespass and glare.
(A detailed explanation of the BUG system is provided in the section
on Table C.)
The limits for light distribution established in Table C (for the BUG
rating system) prevent or severely limit all direct upward light. A
small amount of uplight reflected by snow, light-colored pavement
or a luminaire's supporting arms is inevitable and is not limited
by the prescriptive method of this ordinance.
LIMITS TO OFFSITE IMPACTS PRESCRIPTIVE METHOD
33
PRESCRIPTIVE METHOD (cont.) - User’s Guide IV. NON-RESIDENTIAL LIGHTING (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 15 ORDINANCE TEXT - Page 15
IV. NON-RESIDENTIAL LIGHTING (cont.) - Ordinance Text
A seemingly non-compliant fixture, such as a post-top translucent
acorn luminaire, may in certain cases meet the BUG ratings, as long
as it has proper interior baffling within the acorn globe. However,
the BUG ratings in Table C will limit the use of the following types
of luminaires in all lighting zones:
LIMITS TO OFFSITE IMPACTS
Barn Lights Non-Shielded Floodlights or
Wall Packs lights not aimed
downward
34
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 16 ORDINANCE TEXT - Page 16
PERFORMANCE METHOD - User’s Guide
B. Performance Method
1. Total Site Lumen Limit
The total installed initial luminaire lumens of all lighting systems on
the site shall not exceed the allowed total initial site lumens. The
allowed total initial site lumens shall be determined using Tables D
and E. For sites with existing lighting, existing lighting shall be
included in the calculation of total installed lumens.
The total installed initial luminaire lumens of all is calculated as the sum of the
initial luminaire lumens for all luminaires.
IV. NON-RESIDENTIAL LIGHTING (cont.) - Ordinance Text
The performance method is best for projects with complex lighting
requirements or when the applicant wants or needs more flexibility in
lighting design. The performance method is also used when any lighting
designer plans to aim or direct any light fixture upward (above 90 degrees).
An engineer or lighting professional generally will be required to design
within the performance method. An adopting jurisdiction may also wish
to hire an engineer or lighting professional to review and approve projects
using this method and/or incorporate review of the performance method
into special review procedures.
The Performance Method is also best for projects where higher lighting
levels are required compared to typical area lighting. An example might be
a car sales lot where more light might be required on the new cars than
would be needed for a standard parking lot. Another example is a gas station
canopy requiring more light than a building entrance canopy.
The first step in the Performance Method regulates overlighting by
establishing the Total Initial Site Lumens (Table D) that are allowed.
Allowances include the summation of the following (Table D):
1) Initial lumen allowance per site
2)Per area (SF) of hardscape
Table E allows additional lumens for unique site conditions.
Examples of allowances include:
1)Per building entrance/exit
2)Per length (linear feet) of Outdoor Sales Frontage Perimeter
3)Per area (SF) of Vehicle Service Station Canopy
4)Plus more …
The Site Total Initial Site Lumens allowed are a combination of
allowances from Table D and Table E.
35
USER’S GUIDE - Page17 ORDINANCE TEXT - Page 17
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
LIMITS TO OFFSITE IMPACTS (cont.)
IV. NON-RESIDENTIAL LIGHTING (cont.) - User’s Guide
2. Limits to Off Site Impacts
All luminaires shall be rated and installed using either Option A or
Option B. Only one option may be used per permit application.
Option A: All luminaires shall be rated and installed according to
Table C.
Option B: The entire outdoor lighting design shall be analyzed using
industry standard lighting software including inter-
reflections in the following manner:
1) Input data shall describe the lighting system including
luminaire locations, mounting heights, aiming directions,
and employing photometric data tested in accordance with
IES guidelines. Buildings or other physical objects on the
site within three object heights of the property line must be
included in the calculations.
2) Analysis shall utilize an enclosure comprised of calculation
planes with zero reflectance values around the perimeter of
the site. The top of the enclosure shall be no less than 33
feet (10 meters) above the tallest luminaire. Calculations shall
include total lumens upon the inside surfaces of the box top
and vertical sides and maximum vertical illuminance
(footcandles and/or lux) on the sides of the enclosure.
The design complies if:
a) The total lumens on the inside surfaces of the virtual enclosure are less
than 15% of the total site lumen limit; and
b) The maximum vertical illuminance on any vertical surface is
less than the allowed maximum illuminance per Table F.
IV. NON-RESIDENTIAL LIGHTING (cont.) - Ordinance TextIV. NON-RESIDENTIAL LIGHTING (cont.) - Ordinance Text
PERFORMANCE METHOD
The second step in the Performance Method is to determine if the pro-
posed luminaires are producing off site impacts such as glare, sky glow
and light trespass. One may either use Option A which are the Maximum
Allowable BUG Ratings in Table C, or Option B through computer lighting
calculations show compliance with Maximum Vertical Illuminance
at any point in the plane of the property line in Table F. Option B will be
required for all non-residential luminaires that
A) do not have BUG ratings, or
B) exceed the BUG ratings,
C) are not fully shielded, or
D) have adjustable mountings.
For the performance method, Option B (2) requires photometric calcu-
lations for the site perimeter, to a height of no less than 33 feet (10
meters) above the tallest luminaire. Vertical illuminances at eye
height (5 feet above grade) will give values that can be used to verify
compliance by comparing actual site conditions to the photometric plan
submitted during review.
Note that the MLO specifies 'total initial luminaire lumens' as a measurement
in addition to footcandles/lux. The footcandle (lux) is equal to one lumen
per square meter. Lux is the metric unit and is equal to one lumen per square
meter.
36
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page18 ORDINANCE TEXT - Page 18
The application form will require information about the number of
luminaires, the number of lamps in each luminaire, the initial luminaire
lumens for each luminaire and
Field verification can be achieved by asking the applicant and/or
owner to verify that the luminaire type, lamp type and wattages
specified have been used. Also ask the applicant for photometric data
for each luminaire, since the initial luminaire lumens and B-U-G ratings
are stated on the photometric report.
However, if a jurisdiction requires additional on-site verification, it
may also request a point-by-point photometric plan. While this will
not be a true measure of compliance with the criteria of this
Ordinance, comparing the actual measured levels on site to the
photometric plan can be an indication whether or not the installed
lighting varies from the approved design.
the initial lumen output for each lamp
(based on the wattage and type of lamp selected) as well as plans
showing the site area measurements. This will allow the reviewer to
verify that the lumen output of all the luminaires does not exceed the
allowance.
DESIGN COMPLIANCE - User’s Guide
37
V. RESIDENTIAL LIGHTING - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
This section applies to single family home, duplexes, row houses, and
low rise multi-family buildings of 6 dwelling units or less.
V. RESIDENTIAL LIGHTING - User’s Guide
A. General Requirements
For residential properties including multiple residential properties
not having common areas, all outdoor luminaires shall be fully
shielded and shall not exceed the allowed lumen output in Table G,
row 2.
Exceptions
1. One partly shielded or unshielded luminaire at the main
entry, not exceeding the allowed lumen output in Table G row
1.
2. Any other partly shielded or unshielded luminaires not
exceeding the allowed lumen output in Table G row 3.
3. Low voltage landscape lighting aimed away from adjacent
properties and not exceeding the allowed lumen output in Table
G row 4.
4. Shielded directional flood lighting aimed so that direct glare is
not visible from adjacent properties and not exceeding the
allowed lumen output in Table G row 5.
5. Open flame gas lamps.
6. Lighting installed with a vacancy sensor, where the sensor
extinguishes the lights no more than 15 minutes after the
area is vacated.
7. Lighting exempt per Section III (B.).
B. Requirements for Residential Landscape Lighting
1.Shall comply with Table G.
2.Shall not be aimed onto adjacent properties.
USER’S GUIDE - Page 19 ORDINANCE TEXT - Page 19
The exceptions allow for typical lighting that might exceed the specified
limits.
Landscape Lighting - While not common in residential areas, it can
cause light pollution and light trespass if it is not controlled.
Lighting controlled by Vacancy (Motion) Sensor - Reduces light pollution
and light trespass and should be encouraged.
RESIDENTIAL LIGHTING EXCEPTIONS
Comparison of efficacy by power
(120 Volt Incandescent lamps)
500
850 60 13 - 18 12 - 15
1,200 75 18 - 22 15
40 8 - 10 9
Output (Watt)
(Lumens)
Power
1,700 100 23 - 28 18
Incan CFL LED
RESIDENTIAL LIGHTING EXAMPLE
In this example on the following page, five different luminaires are used on
a residential property. Each luminaire must comply to meet the requirements.
The site plan following shows luminaire types followed by a tabulation of each
uminaire, whether or not it is fully shielded, lamp type, and initial luminaire
lumens. If the luminaire lumens are not known, multiply the initial lamp
lumens by the luminaire efficiency. If the efficiency is not known, multiply the
initial lamp lumens by 0.7 as a reasonable assumption. The maximum
allowable lumen values come from Table G, based on the shielding
classification and location on the site. In this case, each luminaire complies
with the requirements of Table G.
38
Luminaire
Type Location
Luminaire
Description
Fully
Shielded
Lamp
Type
Initial
Luminiare
Lumens*
Maximum
Allowed Initial
Luminaire Lumens
(Table G)Controls Compliant
A Front Entry
Decorative wall
sconce No 9W CFL 420 420 None Yes
B Garage Door
Fully shielded
wall pack Yes 23W CFL 1050 1260
Occupancy
Sensor Yes
C Back Entry
Decorative wall
sconce No 7W CFL 280 315
Occupancy
Sensor Yes
D Shed Entry
Fully shielded
wall pack Yes 40W INC 343 1260
Occupancy
Sensor Yes
E Driveway
Fully shielded
post top Yes 13W CFL 1260 1260 None Yes
Property Type: Residential
Lighting Zone 1
*Initial Luminaire Lumens are calculated by multiplying the total initial lamp lumens by the luminaire efficiency.
If the luminaire efficiency is not known, assume an efficiency of 70% and multiply the lamp lumen value by 0.7.
USER’S GUIDE - Page 20 ORDINANCE TEXT - Page 20
V. RESIDENTIAL LIGHTING - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
39
USER’S GUIDE - Page 21 ORDINANCE TEXT - Page 21
VI. LIGHTING BY SPECIAL PERMIT ONLY - Ordinance Text VI. LIGHTING BY SPECIAL PERMIT ONLY - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
A. High Intensity and Special Purpose Lighting
The following lighting systems are prohibited from being installed or
used except by special use permit:
1. Temporary lighting in which any single luminaire exceeds 20,000
initial luminaire lumens or the total lighting load exceeds 160,000
lumens.
2. Aerial Lasers.
3. Searchlights.
4. BOther very intense lighting defined as having a light source
exceeding 200,000 initial luminaire lumens or an intensity in any
direction of more than 2,000,000 candelas.
B. Complex and Non-Conforming Uses
Upon special permit issued by the Authority, lighting not complying with
the technical requirements of this ordinance but consistent with its intent
may be installed for complex sites or uses or special uses including, but
not limited to, the following applications:
1. Sports facilities, including but not limited to unconditioned rinks,
open courts, fields, and stadiums.
2. Construction lighting.
3. Lighting for industrial sites having special requirements, such as
petrochemical manufacturing or storage, shipping piers, etc.
4. Parking structures.
5. Urban parks
6. Ornamental and architectural lighting of bridges, public monuments,
statuary and public buildings.
7. Theme and amusement parks.
8. Correctional facilities.
To obtain such a permit, applicants shall demonstrate that the proposed
lighting installation:
a. Has sustained every reasonable effort to mitigate the effects of
light on the environment and surrounding properties, supported
by a signed statement describing the mitigation measures. Such
statement shall be accompanied by the calculations required for
the Performance Method.
This section addresses types of lighting that are intrusive or complex in
their impacts and need a higher level of scrutiny and/or site sensitivity.
It should be noted that safety could be compromised if lighting
conforming to this ordinance is located adjacent to excessively
bright and/or glaring lighting.
It is important that the authority set clear and reasonable guidelines
for applying for a special lighting use permit, and establish rules and
procedures for granting or refusing them. They may differ from
existing special use policies, in which case one or the other may be
changed to achieve the overall goal of effective lighting without glare,
sky glow, or light trespass.
For athletic and sports fields, the appropriate level of lighting will depend
on the Class of Play and Facilities. Class of Play is divided into 4 categories,
depending on the number of fixed spectator seats. (Competition play
intended for nighttime TV broadcast may require higher lighting levels).
CLASS I: Competition play at facilities with 5,000 or more fixed spectator seats.
(Professional, Colleges & Universities, some Semi-Professional & Large
Sports Cubs)
CLASS II: Games at facilities with over 1,500 fixed spectator seats. (Smaller
Universities and Colleges, some Semi-pro, large amateur leagues
and high schools with large spectator facilities)
CLASS III: Games at facilities with over 500 fixed spectator seats. (Sports
Clubs and amateur leagues, some high schools and large training
professional training facilities with spectator sections)
CLASS IV: at facilities fixed
spectator seats
(Smaller amateur leagues, park and recreation
department facilities, most Little Leagues smaller high schools,
elementary and middle schools, and social events)
Competition or recreational play with 500
or less. Class IV Class of Play applies to games at
which family and close friends of the players and staff are usually
the majority of spectators.
SPORTS FIELD LIGHTING
40
VI. LIGHTING BY SPECIAL PERMIT ONLY (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
b. Employs lighting controls to reduce lighting at a Project Specific
Curfew (“Curfew”) time to be established in the Permit.
c. Complies with the Performance Method after Curfew.
The Authority shall review each such application. A permit may be
granted if, upon review, the Authority believes that the proposed lighting
will not create unwarranted glare, sky glow, or light trespass.
VII. EXISTING LIGHTING - Ordinance Text VII. EXISTING LIGHTING - User’s Guide
Adoption of this section on existing lighting is strongly encouraged.
If the adopting jurisdiction has criteria in place that require a property
to come into compliance with the current zoning ordinance, it is
recommended that the criteria also be applied to bringing existing
lighting into compliance. If there are no established criteria, this
section of the MLO is recommended.
Amortization allows existing lighting to gradually and gracefully come
into compliance. Substantial changes or additions to existing properties
are considered the same as new construction, and must comply.
Most outdoor lighting can be fully depreciated once it is fully
amortized, usually no longer than 10 years, if not sooner, from the
date of initial installation. Some jurisdictions may prefer to require
phase-out in a substantially shorter period. The Authority may also
wish to require compliance much sooner for “easy fixes” such as
re-aiming or lowering lumen output of lamps. Where lighting is judged
to be a safety hazard, immediate compliance can be required.
Lighting installed prior to the effective date of this ordinance shall comply
with the following.
A. Amortization
On or before [amortization date], all outdoor lighting shall comply
with this Code.
B. New Uses or Structures, or Change of Use
Whenever there is a new use of a property (zoning or variance
change) or the use on the property is changed, all outdoor lighting
on the property shall be brought into compliance with this Ordinance
before the new or changed use commences.
C. Additions or Alterations
1. Major Additions.
If a major addition occurs on a property, lighting for the entire
property shall comply with the requirements of this Code. For
purposes of this section, the following are considered to be major
additions:
USER’S GUIDE - Page 22 ORDINANCE TEXT - Page 22
When Class of Play is above Class IV, a dual control should be installed
to limit illumination to Class IV levels during practices where spectators
are fewer than 500.
(See IES Recommended Practice for Sports and Recreational Area
Lighting RP-6)
SPORTS FIELD LIGHTING
41
USER’S GUIDE - Page 23 ORDINANCE TEXT - Page 23
VII. EXISTING LIGHTING (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
Additions of 25 percent or more in terms of additional dwelling
units, gross floor area, seating capacity, or parking spaces, either
with a single addition or with cumulative additions after the
effective date of this Ordinance.
Single or cumulative additions, modification or replacement of
25 percent or more of installed outdoor lighting luminaires
existing as of the effective date of this Ordinance.
2. Minor Modifications, Additions, or New Lighting Fixtures
for Non-residential and Multiple Dwellings
For non-residential and multiple dwellings, all additions, modifi-
cations, or replacement of more than 25 percent of outdoor lighting
fixtures existing as of the effective date of this Ordinance shall
require the submission of a complete inventory and site plan
detailing all existing and any proposed new outdoor lighting.
Any new lighting shall meet the requirements of this Ordinance.
3. Resumption of Use after Abandonment
If a property with non-conforming lighting is abandoned for a
period of six months or more, then all outdoor lighting shall be
brought into compliance with this Ordinance before any further
use of the property occurs.
VIII. ENFORCEMENT & PENALTIES - Ordinance Text
(Reserved)
VIII. ENFORCEMENT AND PENALTIES - User’s Guide
Enforcement and penalties will vary by jurisdiction. There are, however,
certain practices that will promote compliance with lighting regulations.
Education is a key tool in promoting compliance. Proactive enforcement
procedures can include providing a copy of the lighting regulations to
every contractor at the time they visit to obtain a building permit.
Another effective tool is a requirement that the builder or developer
acknowledge in writing that the he or she is familiar with the lighting
requirements and will submit a lighting plan for approval.
42
IX. TABLES - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
IX. TABLES - User’s Guide
The tables are to be reviewed periodically by a joint committee of the
IES and IDA, and adjusted as standards and technology permit. If more
research on the impacts of outdoor lighting shows the effects of light
pollution to be a significant concern, then the values in the tables may
be modified. Such changes will have no significant impact to the balance
of the language of the Ordinance or Code.
Table A - Allowed Total Initial Luminaire Lumens per Site for
Non-residential Outdoor Lighting, Per Parking Space Method
May only be applied to properties up to 10 parking spaces (including
handicapped accessible spaces).
LZ-0
350
lms/space
LZ-1
490
lms/space
LZ-2
630
lms/space
LZ-3
840
lms/space
LZ-4
1,050
lms/space
USER’S GUIDE - Page 24 ORDINANCE TEXT - Page 24
VIII. ENFORCEMENT AND PENALTIES - User’s Guide (cont.)
Submission of the Lighting Plan should be required as a precondition
to any approvals. The Lighting Plan should include the location and
BUG rating for each luminaire, specify whether compliance is by the
performance or prescriptive method, and a worksheet to show that
the luminaires and their BUG ratings are compliant.
VIII. ENFORCEMENT & PENALTIES - Ordinance Text
Table B - Allowed Total Initial Lumens per Site for Non-
residential Outdoor Lighting, Hardscape Area Method
May be used for any project. When lighting intersections of site drives
and public streets or road, a total of 600 square feet for each intersection
may be added to the actual site hardscape area to provide for intersection
lighting.
LZ-0
0.5 lumens
per SF of
Hardscape
LZ-1 LZ-2 LZ-3 LZ-4
Base Allowance
1.25 lumens
per SF of
Hardscape
2.5 lumens
per SF of
Hardscape
5.0 lumens
per SF of
Hardscape
7.5 lumens
per SF of
Hardscape
43
Table B - Lumen Allowances, in Addition to Base Allowance
Outdoor Sales Lots. This allow-
ance is lumens per square foot of un-
covered sales lots used exclusively
for the display of vehicles or other
merchandise for sale, and may not
include driveways, parking or other
non sales areas. To use this allow-
ance, luminaires must be within 2
mounting heights of sales lot area.
4
lumens
per
square
foot
8
lumens
per
square
foot
16
lumens
per
square
foot
16
lumens
per
square
foot
Outdoor Sales Frontage. This
allowance is for lineal feet of sales
frontage immediately adjacent to the
principal viewing location(s) and
unobstructed for its viewing length.
A corner sales lot may include two
adjacent sides provided that a differ-
ent principal viewing location exists
for each side. In order to use this al-
lowance, luminaires must be located
between the principal viewing loca-
tion and the frontage outdoor sales
area
1,000
per
LF
1,500
per
LF
2,000
per
LF
Drive Up Windows. In order to
use this allowance, luminaires
must be within 20 feet horizontal
distance of the center of the
window.
0 0
0
Vehicle Service Station. This
allowance is lumens per installed
fuel pump.
0
4,000
lumens
per
pump
(based
on 5 fc
horiz)
8,000
lumens
per
pump
(based
on 10 fc
horiz)
16,000
lumens
per
pump
(based
on 20 fc
horiz)
24,000
lumens
per
pump
(based
on 20 fc
horiz)
IX. TABLES - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 25 ORDINANCE TEXT - Page 25
2,000
lumens
per
drive-up
window
0
8,000
lumens
per
drive-up
window
4,000
lumens
per
drive-up
window
8,000
lumens
per
drive-up
window
LZ 0 LZ 1 LZ 2 LZ 3 LZ 4
Additional allowances for sales and service facilities.
No more than two additional allowances per site, Use it or Lose it.
44
USER’S GUIDE - Page 26 ORDINANCE TEXT - Page 26
IX. TABLES (cont.) - Ordinance Text IX. TABLES - TABLE C BUG RATING - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
Table C - Maximum Allowable Backlight, Uplight and Glare
(BUG) Ratings
May be used for any project. A luminaire may be used if it is rated for
the lighting zone of the site or lower in number for all ratings B, U and G.
Luminaires equipped with adjustable mounting devices permitting
alteration of luminaire aiming in the field shall not be permitted.
Lighting
Zone
4
Lighting
Zone
3
Lighting
Zone
2
Lighting
Zone
1
Lighting
Zone
0
Allowed Backlight Rating*
B5B5B4B3B1Greater than 2 mounting
heights from property line
1 to less than 2 mounting
heights from property line
and ideally oriented**B4B4B3B2B1
0.5 to 1 mounting heights
from property line and
ideally oriented**
B3B3B2B1B0
Less than 0.5 mounting
height to property line
and properly oriented** B2B1B0B0B0
Work on the BUG system started in 2005 when the IES upgraded the
roadway cutoff classification system. The original system, which
included the ratings full cutoff, cutoff, semi-cutoff and non cutoff, had
been designed as a rating system focused on brightness and glare control.
However, with increasing demand for control of uplight and light trespass in
addition to glare, IES realized that a more comprehensive system was
needed. IES developed TM-15 Luminaire Classification System for
Outdoor Luminaires.
As this is a relatively new rating system, and many people may not be
familiar with it, more explanation of how the rating system works is
provided here. For example, some people are familiar with terms such
as “full cutoff” and they may expect the MLO to include those terms.
It will be very important that all groups recognize that older terms and
concepts are inadequate for the complex tasks of controlling light
pollution. It is recommended that the new rating system adopted in
TM-15, as followed herein by the MLO, be used intact and exclusively.
BUG requires downlight only with low glare (better than full cut off)
in lighting zones 0, 1 and 2, but allows a minor amount of uplight in
lighting zones 3 and 4. In lighting zones 3 and 4, the amount of allowed
uplight is enough to permit the use of very well shielded luminaires
that have a decorative drop lens or chimney so that dark sky friendly
lighting can be installed in places that traditional-appearing luminaires
are required. BUG typically cannot be used for residential luminaires
unless they have been photometrically tested. For non-photometrically
tested residential luminaires, shielding description is used instead.
The lumen limits established for each lighting zone apply to all types
of lighting within that zone. This includes, but is not limited to, specialty
lighting, façade lighting, security lighting and the front row lighting for
auto dealerships. BUG rating limits are defined for each luminaire and
TABLE C-1
*For property lines that abut public walkways, bikeways, plazas, and
parking lots, the property line may be considered to be 5 feet beyond
the actual property line for purpose of determining compliance with
this section. For property lines that abut public roadways and public
transit corridors, the property line may be considered to be the center-
line of the public roadway or public transit corridor for the purpose of
determining compliance with this section. NOTE: This adjustment is
relative to Table C-1 and C-3 only and shall not be used to increase
the lighting area of the site.
** To be considered 'ideally oriented', the luminaire must be mounted
with the backlight portion of the light output oriented perpendicular
and towards the property line of concern.
45
IX. TABLES (cont.) - Ordinance Text
USER’S GUIDE - Page 27 ORDINANCE TEXT - Page 27
The three components of BUG ratings are
based on IES TM-15-07 (revised):
which creates light
trespass onto adjacent sites. The
B rating takes into account the
amount of light in the BL, BM,
BH and BVH zones, which are
in the direction of the
luminaire OPPOSITE from
the area intended to be
lighted.
which causes
artificial sky glow. Lower uplight
(zone UL) causes the most sky
glow and negatively affects
professional and academic astronomy. Upper uplight (UH) not reflected
off a surface is mostly energy waste. The U rating defines the amount
of light into the upper hemisphere with greater concern for the light
at or near the horizontal angles (UL).
which can be annoying or visually disabling. The G rating takes
into account the amount of frontlight in the FH and FVH zones as well
as BH and BVH zones.
BUG ratings apply to the Lighting Zone of the property under consideration.
Backlight,
Uplight,
Glare,
IX. TABLES - TABLE C BUG RATING (cont.) - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
are based on the internal and external design of the luminaire, its aiming,
and the initial luminaire lumens of the specified luminaires. The BUG rating
limits also take into consideration the distance the luminaire is installed
from the property line in multiples of the mounting height (See Table C).
46
Lighting
Zone
4
Lighting
Zone
3
Lighting
Zone
2
Lighting
Zone
1
Lighting
Zone
0
Any luminaire not ideally
oriented*** with 1 to less than 2
mounting heights to any
property line of concern
Lighting
Zone
4
Lighting
Zone
3
Lighting
Zone
2
Lighting
Zone
1
Lighting
Zone
0
Allowed % light emission
above 90º for street or Area
lighting
(Key: UH=Uplight High, UL=Uplight Low, BVH=Backlight Very High,
BH=Backlight High, BM=Backlight Medium, BL=Backlight Low,
FVH=Forward Light Very High, FH=Forward Light High,
FM=Forward Light Medium, FL=Forward Light Low.)
In general, a higher BUG rating means more light is allowed in solid
angles, and the rating increases with the lighting zone. However, a
higher B (backlight) rating simply indicates that the luminaire directs a
significant portion of light behind the pole, so B ratings are designated
based on the location of the luminaire with respect to the property line.
A high B rating luminaire maximizes the spread of light, and is effective
and efficient when used far from the property line. When luminaires are
located near the property line, a lower B rating will prevent unwanted
light from interfering with neighboring properties.
At the 90-180 degree ranges:
• Zone 0 allows no light above 90 degrees.
• Zone 1 allows only 10 lumens in the UH and UL zones, 20 lumens
total in the complete upper hemisphere. (This is roughly equivalent
to a 5 W incandescent lamp).
• Zone 2 allows only 50 lumens in the UH and UL zones, 100 lumens
total (less than a 25W incandescent lamp).
• Zone 3 allows only 500 lumens in the UH and UL zones, 1000 lumens
total (about the output of a 75W incandescent bulb).
· Zone 4 allows only 1,000 lumens in the UH and UL zones, 2000 lumens
total (about the output of a 100W incandescent bulb).
USER’S GUIDE - Page 28 ORDINANCE TEXT - Page 28
IX. TABLES - TABLE C BUG RATING (cont.) - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
IX. TABLES (cont.) - Ordinance Text
Table C - 2 Maximum Allowable Uplight
(BUG) Ratings - Continued
Allowed Uplight Rating U4U3U2U1U0
0%0%0%0%0%
Table C - 3 Maximum Allowable Glare
(BUG) Ratings - Continued
Allowed Glare Rating G4G3G2G1G0
G2G1G1G0G0
Any luminaire not ideally
oriented*** with 0.5 to 1
mounting heights to any
property line of concern
G1G1G0G0G0
Any luminaire not ideally
oriented*** with less than 0.5
mounting heights to any
property line of concern
G1G0G0G0G0
*** Any luminaire that cannot be mounted with its backlight perpendicular
to any property line within 2X the mounting heights of the luminaire
location shall meet the reduced Allowed Glare Rating in Table C-3.
TABLE C-3
TABLE C-2
47
USER’S GUIDE - Page 29 ORDINANCE TEXT - Page 29
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
Table D Performance Method Allowed Total Initial Site
Lumens
May be used on any project.
IX. TABLES (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
TABLE D EXAMPLE - PERFORMANCE METHOD - User’s Guide
The first step in the Performance Method is to establish the Site Total
Initial Site Lumens which regulates overlighting. The performance method
allows layers of light depending on the complexity of the site.
Table D establishes the basic total initial site lumens allowed. These
lumen allowances are added together for a total initial site lumen
allowance. Allowances include:
1) Initial lumen allowance per site
2) Per area (SF) of hardscape
LZ 0 LZ 1 LZ 2 LZ 3 LZ 4
21,000
7.5
14,000
5.0
7,000
2.5
0
0.5
3,500
1.25
Lighting Zone
Allowed Base Lumens Per Site
Allowed Lumens Per SF
Table E Performance Method Additional Initial Luminaire Lumen
Allowances. All of the following are “use it or lose it” allowances.
All area and distance measurements in plan view unless otherwise noted.
LZ 0 LZ 1 LZ 2 LZ 3 LZ 4
400
1,000
2,000 4,000 6,000
Building Entrances or Exits. This
allowance is per door. In order to
use this allowance, luminaires must
be within 20 feet of the door.
Lighting Application
8/SF
Building Facades. This allowance
is lumens per unit area of building
façade that are illuminated. To use
this allowance, luminaires must be
aimed at the façade and capable of
illuminating it without obstruction.
16/SF 24/SF 0 0
Additional Lumens Allowances for All Buildings except service stations and
outdoor sales facilities. A MAXIMUM OF THREE (3) ALLOWANCES ARE
PERMITTED. THESE ALLOWANCES ARE “USE IT OR LOSE IT”.
48
USER’S GUIDE - Page 30 ORDINANCE TEXT - Page 30
Table E - Performance Method Additional Initial Lumen
Allowances (cont.)
IX. TABLES (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
The allowable light levels for these uses defined in Table E may be used
to set a prescriptive lighting allowance for these uses in each lighting
zone. It should be noted that the lighting allowance defined in Table E
is only applicable for the area defined for that use and cannot be
transferred to another area of the site. For some uses, such as outdoor
sales, the jurisdiction is encourages to define a percentage of the total
hardscape area that is eligible for the additional lighting allowance. For
example, a set percentage of a car dealership's lot may be considered a
display area and receive the additional lighting allowance where the
remainder of the lot would be considered storage, visitor parking, etc.
and cannot exceed the base light levels defined in Table A.
TABLE E PERFORMANCE METHOD - User’s Guide
TABLE E EXAMPLE - PERFORMANCE METHOD - User’s Guide
LZ 0 LZ 1 LZ 2 LZ 3 LZ 4
Drive Up Windows. This allowance
is lumens per window. In order to
use this allowance, luminaires must
be within 20 feet of the center of the
window.
2,000
lumens
per
drive-up
window
Lighting Application
Sales or Non-sales Canopies. This
allowance is lumens per unit area for
the total area within the drip line of
the canopy. In order to qualify for
this allowance, luminaires must be
located under the canopy.
0 3/SF 6/SF 12/SF 18/SF
0 12/SF 24/SF 36/SF
Guard Stations. This allowance is
lumens per unit area of guardhouse
plus 2000 sf per vehicle lane. In order
to use this allowance, luminaires
must be within 2 mounting heights of
a vehicle lane or the guardhouse.
6/SF
Outdoor Dining. This allowance is
lumens per unit area for the total il-
luminated hardscape of outdoor
dining. In order to use this allowance,
luminaires must be within 2 mounting
heights of the hardscape area of
outdoor dining
0 5/SF 10/SF 15/SF 1/SF
0
8,000
lumens
per
drive-up
window
4,000
lumens
per
drive-up
window
8,000
lumens
per
drive-up
window
Vehicle Service Station Hardscape.
This allowance is lumens per unit area
for the total illuminated hardscape
area less area of buildings, area under
canopies, area off property, or areas
obstructed by signs or structures. In
order to use this allowance, luminaires
must be illuminating the hardscape
area and must not be within a building,
below a canopy, beyond property
lines, or obstructed by a sign or other
structure.
0 8/SF 16/SF 24/SF 4/SF
Additional Lumens Allowances for Service Stations only.
Service stations may not use any other additional allowances.
49
USER’S GUIDE - Page 31 ORDINANCE TEXT - Page 31
Table E - Performance Method Additional Initial Lumen
Allowances (cont.)
IX. TABLES (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
LZ 0 LZ 1 LZ 2 LZ 3 LZ 4Lighting Application
8/SF 16/SF 32/SF 32/SF
Vehicle Service Station Canopies.
This allowance is lumens per unit
area for the total area within the drip
line of the canopy. In order to use
this allowance, luminaires must be
located under the canopy.
0
Additional Lumens Allowances for Outdoor Sales facilities only.
Outdoor Sales facilities may not use any other additional allowances.
NOTICE: lighting permitted by these allowances shall employ controls ex-
tinguishing this lighting after a curfew time to be determined by the Authority.
Outdoor Sales Lots. This allowance
is lumens per square foot of uncov-
ered sales lots used exclusively for
the display of vehicles or other mer-
chandise for sale, and may not in-
clude driveways, parking or other
non sales areas and shall not exceed
25% of the total hardscape area.
To use this allowance, Luminaires
must be within 2 mounting heights
of the sales lot area.
4/SF 8/SF 12/SF 18/SF0
Outdoor Sales Frontage. This al-
lowance is for lineal feet of sales
frontage immediately adjacent to the
principal viewing location(s) and un-
obstructed for its viewing length. A
corner sales lot may include two ad-
jacent sides provided that a different
principal viewing location exists for
each side. In order to use this allow-
ance, luminaires must be located
between the principal viewing
location and the frontage outdoor
sales area.
0 0 1,000/
LF
1,500/
LF
2,000/
LF
50
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 32 ORDINANCE TEXT - Page 32
IX. TABLES (cont.) - Ordinance Text
Table F Maximum Vertical Illuminance at any point in
the plane of the property line
Lighting
Zone 0
Lighting
Zone 1
Lighting
Zone 2
Lighting
Zone 3
Lighting
Zone 4
0.05 FC or
0.5 LUX
0.3 FC or
3.0 LUX
0.1 FC or
1.0 LUX
0.8 FC or
8.0 LUX
1.5 FC or
15.0 LUX
51
USER’S GUIDE - Page 33 ORDINANCE TEXT - Page 33
IX. TABLES (cont.) - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
TABLE G RESIDENTIAL LIGHTING - User’s Guide
Residential Light Levels
Most residential lighting has traditionally used incandescent lamps
which are identified by their wattage. However, since new technologies
provide more light for fewer watts, it is no longer possible to regulate
residential lighting solely by providing a maximum wattage. Table G,
therefore, lists maximum initial luminaire lumens only.
Table G - Residential Lighting Limits
Lighting Application LZ 0
Not
allowed
LZ 1
420
lumens
1,260
lumens
630
lumens
1,260
lumens
LZ 2
630
lumens
1,260
lumens
LZ 3
630
lumens
1,260
lumens
LZ 4
630
lumens
315
lumens
315
lumens
315
lumens
315
lumens
Not
allowed
Row 1 Maximum Allowed
Luminaire Lumens* for Unshield-
ed Luminaires at one entry only
Row 2 Maximum Allowed
Luminaire Lumens* for each
Fully Shielded Luminaire
Row 3 Maximum Allowed
Luminaire Lumens* for each
Unshielded Luminaire
excluding main entry
Row 4 Maximum Allowed
Luminaire Lumens* for each
Landscape Lighting
1,050
lumens
2,100
lumens
2,100
lumens
Not
allowed
Not
allowed
Row 5 Maximum Allowed
Luminaire Lumens* for each
Shielded Directional Flood
Lighting
1,260
lumens
2,100
lumens
2,100
lumens
Not
allowed
Not
allowed
* Luminaire lumens equals Initial Lamp Lumens for a lamp,
multiplied by the number of lamps in the luminaire
Row 6 Maximum Allowed
Luminaire Lumens* for each
Low Voltage Landscape
Lighting
525
lumens
525
lumens
525
lumens
Not
allowed
Not
allowed
52
X. DEFINITIONS - Ordinance Text X. DEFINITIONS - User’s Guide
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 34 ORDINANCE TEXT - Page 34
Lighting designed to reveal architectural
beauty, shape and/or form and for which
lighting for any other purpose is incidental.
Architectural Lighting
The adopting municipality, agency or other
governing body.Authority
An automatic lighting control device that
switches outdoor lighting relative to time of
solar day with time of year correction.
Astronomic
Time Switch
For an exterior luminaire, lumens emitted in
the quarter sphere below horizontal and in the
opposite direction of the intended orientation
of the luminaire. For luminaires with
symmetric distribution, backlight will be the
same as front light.
Backlight
A luminaire classification system that clas-
sifies backlight (B), uplight (U) and glare (G).BUG
Definitions are typically generally added to any code when new code
sections are added. The definitions are legally required and play a
significant role in the interpretation of the ordinance and code.
Most city attorneys will not accept references to outside sources
regardless of credibility, such as the IES Handbook. Thus as a general
rule, a definition for an unfamiliar term (e.g. lumens) must be added
by the adopting ordinance.
When adopting or integrating the MLO definitions, be sure to retire
conflicting technical terminology. In particular, the latest IES Luminaire
Classification System as defined in IES TM-15-07 is likely to need
attention.
A covered, unconditioned structure with at
least one side open for pedestrian and/or
vehicular access. (An unconditioned structure
is one that may be open to the elements and
has no heat or air conditioning.)
Canopy
One or more of the following: a parking lot;
a parking
; a common entrance or public space
structure or covered vehicular
entrance
shared by all occupants of the domiciles.
Common
Outdoor
Areas
A time defined by the authority when outdoor
lighting is reduced or extinguished.Curfew
Absolute
Photometry
Photometric measurements (usually of a
solid-state luminaire) that directly measures
the footprint of the luminaire. Reference
Standard IES LM-79
53
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 35 ORDINANCE TEXT - Page 35
Generally, lighting that is only energized dur-
ing an emergency
power source; or
the path of egress solely during a fire or other
emergency situation; or, lighting for security
purposes used solely during an alarm.
; lighting fed from a backup
lighting for illuminating
X. DEFINITIONS - Ordinance Text
Emergency
conditions
A luminaire constructed and installed in such
a manner that all light emitted by the lumin-
aire, either directly from the lamp or a diffus-
ing element, or indirectly by reflection or re-
fraction from any part of the luminaire, is pro-
jected below the horizontal plane through the
luminaire's lowest light-emitting part.
Fully Shielded
Luminaire
For an exterior luminaire, lumens emitted in
the quarter sphere below horizontal and in the
direction of the intended orientation of the
luminaire.
Forward Light
The unit of measure expressing the quantity
oflight received on a surface. One footcandle
is the illuminance produced by a candle on a
surface one foot square from a distance of
one foot.
Footcandle
Lighting entering the eye directly from lumin-
aires or indirectly from reflective surfaces that
causes visual discomfort or reduced visibility.
Glare
Permanent hardscape improvements to the
site including parking lots, drives, entrances,
curbs, ramps, stairs, steps, medians, walkways
and non-vegetated landscaping that is 10 feet
or less in width. Materials may include
concrete, asphalt, stone, gravel, etc.
Hardscape
Hardscape Area
Examples of Fully Shielded Luminaires
The area measured in square feet of all hard-
scape. It is used to calculate the Total Site
Lumen Limit in both the Prescriptive Method
and Performance Methods. Refer to
Hardscape definition.
54
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 36 ORDINANCE TEXT - Page 36
X. DEFINITIONS - Ordinance Text
Lighting software that calculates point-by-
point illuminance that includes reflected light
using either ray-tracing or radiosity methods.
Industry Standard
Lighting Software
IDA International Dark-Sky Association.
Illuminating Engineering Society
of North America.IESNA
Hardscape
Perimeter
The perimeter measured in linear feet is
used to calculate the Total Site Lumen Limit
in the Performance Method. Refer to
Hardscape definition.
Impervious
Material
Sealed to severely restrict water entry and
movement
A generic term for a source of optical radia-
tion (i.e. “light”), often called a “bulb” or
“tube”. Examples include incandescent, fluor-
escent, high-intensity discharge (HID) lamps,
and low pressure sodium (LPS) lamps, as well
as light-emitting diode (LED) modules and
arrays.
Lamp
Lighting of trees, shrubs, or other plant
material as well as ponds and other landscape
features.
Landscape Lighting
LED Light Emitting Diode.
Any adverse effect of artificial light including,
but not limited to, glare, light trespass, sky-
glow, energy waste, compromised safety and
security, and impacts on the nocturnal
environment.
Light
Pollution
55
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 37 ORDINANCE TEXT - Page 37
X. DEFINITIONS - Ordinance Text
Lighting Zone
An overlay zoning system establishing legal
limits for lighting for particular parcels, areas,
or districts in a community.
“Electric” or “man-made” or “artificial”
lighting. See “lighting equipment”.Lighting
Light
Trespass
Light that falls beyond the property it is
intended to illuminate.
Lighting
Equipment
Equipment specifically intended to provide
gas or electric illumination, including but not
limited to, lamp(s), luminaire(s), ballast(s),
poles, posts, lens(s), and related structures,
electrical wiring, and other necessary or
auxiliary components.
Lighting Equipment
Equipment specifically intended to provide
gas or electric illumination, including but not
limited to, lamp(s), luminaire(s), ballast(s),
poles, posts, lens(s), and related structures,
electrical wiring, and other necessary or
auxiliary components.
Low Voltage
Landscape
Lighting
Landscape lighting powered at less than 15
volts and limited to luminaires having a rated
initial luminaire lumen output of 525 lumens
or less.
The unit of measure used to quantify the
amount of light produced by a lamp or
emitted from a luminaire (as distinct from
“watt,” a measure of power consumption).
Lumen
The complete lighting unit (fixture), consisting
of a lamp, or lamps and ballast(s) (when ap-
plicable), together with the parts designed to
distribute the light (reflector, lens, diffuser), to
position and protect the lamps, and to connect
the lamps to the power supply.
Luminaire
56
USER’S GUIDE - Page 38 ORDINANCE TEXT - Page 38
X. DEFINITIONS - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
The height of the photometric center of a
luminaire above grade level. Mounting height
Lighting for areas not previously illuminated;
newly installed lighting of any type except for
replacement lighting or lighting repairs.
New lighting
Lighting that does not impact the function and
safety of an area but is purely decorative, or
used to illuminate architecture and/or land-
scaping, and installed for aesthetic effect.
Ornamental lighting
Mounting Height: The horizontal spacing of poles is often measured
in units of “mounting height”. Example: “The luminaires can be
spaced up to 4 mounting heights apart.”
Lux The SI unit of illuminance. One lux is one
lumen per square meter. 1 Lux is a unit of
incident illuminance approximately equal
to 1/10 footcandle.
Object
A permanent structure located on a site.
Objects may include statues or artwork,
garages or canopies, outbuildings, etc.
Object Height The highest point of an entity, but shall not
include antennas or similar structures.
Luminaire Lumens
For luminaires with relative photometry per
IES, it is calculated as the sum of the initial
lamp lumens for all lamps within an
individual luminaire, multiplied by the
luminaire efficiency. If the efficiency is not
known for a residential luminaire, assume
70%. For luminaires with absolute
photometry per IES LM-79, it is the total
luminaire lumens. The lumen rating of a
luminaire assumes the lamp or luminaire is
new and has not depreciated in light output.
57
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 39 ORDINANCE TEXT - Page 39
X. DEFINITIONS - Ordinance Text
A luminaire intended for illuminating streets
that serves a decorative function in addition to
providing optics that effectively deliver street
lighting. It has a historical period appearance
or decorative appearance, and has the follow-
ing design characteristics:
Ornamental Street
Lighting
A luminaire with opaque top and translucent
or perforated sides, designed to emit most
light downward.
Partly shielded
luminaire
A control device employing a photocell or
photodiode to detect daylight and automatical-
ly switch lights off when sufficient daylight is
available.
Photoelectric Switch
The edges of the legally-defined extent of
privately owned property.Property line
Outdoor Lighting Lighting equipment installed within the prop-
erty line and outside the building envelopes,
whether attached to poles, building structures,
the earth, or any other location; and any
associated lighting control equipment.
· designed to mount on a pole using an
arm, pendant, or vertical tenon;
· opaque or translucent top and/or sides;
· an optical aperture that is either open
or enclosed with a flat, sag or drop lens;
· mounted in a fixed position; and
· with its photometric output measured
using Type C photometry per
IESNA LM-75-01.
Pedestrian
Hardscape
Stone, brick, concrete, asphalt or other similar
finished surfaces intended primarily for
walking, such as sidewalks and pathways.
58
Lighting installed specifically to replace exist-
ing lighting that is sufficiently broken to be
beyond repair.
Replacement
Lighting
The reconstruction or renewal of any part of
an existing luminaire for the purpose of its on-
going operation, other than relamping or
replacement of components including capaci-
tor, ballast or photocell. Note that retrofitting
a luminaire with new lamp and/or ballast tech-
nology is not considered a repair and for the
purposes of this ordinance the luminaire shall
be treated as if new. “Repair” does not
include normal relamping or replacement of
components including capacitor, ballast or
photocell.
Repair(s)
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 40 ORDINANCE TEXT - Page 40
X. DEFINITIONS - Ordinance Text
A luminaire that includes an adjustable mount-
ing device allowing aiming in any direction
and contains a shield, louver, or baffle to
reduce direct view of the lamp.
Shielded Directional
Luminaire
Advertising, directional or other outdoor
promotional display of art, words and/or
pictures.
Sign
Sales area
Temporary lighting installed and operated in
connection with holidays or traditions.Seasonal lighting
Uncovered area used for sales of retail goods
and materials, including but not limited to
automobiles, boats, tractors and other farm
equipment, building supplies, and gardening
and nursery products.
Photometric measurements made of the lamp
plus luminaire, and adjusted to allow for light
loss due to reflection or absorption within the
luminaire. Reference standard: IES LM-63.
Relative photometry
59
USER’S GUIDE - Page 41 ORDINANCE TEXT - Page 41
X. DEFINITIONS - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
A party contracted to provide lighting,
such as a utility company.Third Party
An automatic lighting control device that
switches lights according to time of day.Time Switch
Allowing light to pass through,
(not transparent or clear).
diffusing it so
that objects beyond cannot be seen clearly Translucent
For an exterior luminaire, flux radiated in the
hemisphere at or above the horizontal plane.Uplight
A luminaire capable of emitting light in any
direction including downwards.
Unshielded
Luminaire
Lighting installed and operated for periods not
to exceed 60 days, completely removed and
not operated again for at least 30 days.
Temporary lighting
Sky Glow
The brightening of the nighttime sky that
results from scattering and reflection of artifi-
cial light by moisture and dust particles in the
atmosphere. Skyglow is caused by light
directed or reflected upwards or sideways
and reduces one's ability to view the night sky.
Illuminance measured or calculated in a plane
perpendicular to the site boundary or property
line.
Vertical
Illuminance
60
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 42 ORDINANCE TEXT - Page 42
XI. OPTIONAL STREETLIGHT ORDINANCE - User’s Guide
Note to the adopting authority: the intent of this section is that it only
applies to streets and not to roadways or highways.
A. Preamble
The purpose of this Ordinance is to control the light pollution of street
lighting, including all collectors, local streets, alleys, sidewalks and bike-
ways, as defined by ANSI/IES RP-8 Standard Practice for Roadway and
Street Lighting and in a manner consistent with the Model Lighting
Ordinance.
B. Definitions
Roadway or Highway lighting is defined as lighting provided for freeways,
expressways, limited access roadways, and roads on which pedestrians,
cyclists, and parked vehicles are generally not present. The primary purpose
of roadway or highway lighting is to help the motorist remain on the roadway
and help with the detection of obstacles within and beyond the range of the
vehicle's headlights.
Street lighting is defined as lighting provided for major, collector, and local
roads where pedestrians and cyclists are generally present. The primary
purpose of street lighting is to help the motorist identify obstacles, provide
adequate visibility of pedestrians and cyclists, and assist in visual search
tasks, both on and adjacent to the roadway.
Ornamental Street Lighting is defined as a luminaire intended for illuminat-
ing streets that serves a decorative function in addition to providing optics
that effectively deliver street lighting. It has a historical period appearance
or decorative appearance, and has the following design characteristics:
· designed to mount on a pole using an arm, pendant, or vertical tenon;
· opaque or translucent top and/or sides;
· an optical aperture that is either open or enclosed with a flat, sag or
drop lens;
· mounted in a fixed position; and
· with its photometric output measured using Type C photometry per
IESNA LM-75-01.
This section was added since the first public review. It is designed to
work closely with the proposed revision to ANSI/IES RP-8 Standard
Practice for Roadway and Street Lighting.
Street and roadway lighting is one of the world's largest causes of
artificial skyglow. Many adopting agencies will recognize that the
MLO will make privately owned lighting more efficient and
environmentally responsible than their street lighting systems. But
because the process of designing street lighting often requires more
precise lighting calculations, applying the MLO directly to street
lighting is not advised. Using existing standards of street lighting is
recommended, particularly IES RP-8 and AASHTO standards.
Until a new recommended practice for street lighting can be
developed, this section can serve to prevent most of the uplight of
street lighting systems without setting specific requirements for the
amount of light, uniformity of light, or other performance factors.
Adopting agencies should include these basic improvements to
street lighting along with regulations to private lighting.
Few street lighting warranting processes exist. The adopting agency
needs to gauge whether a complex warranting systems is required,
or if a simple one using posted speeds, presence of pedestrians, or
other practical considerations is sufficient.
Examples of a current street lighting warranting system are included
in the Transportation Association of Canada's Guide for the Design
of Roadway Lighting 2006.
Lighting streets with “period” ornamental luminaires that evoke the
look of a time when the light source was a gas flame can cause glare
if high-lumen lamps are used. Such ornamental street lights should
not exceed a BUG rating of G1. If additional illuminance and/or
uniformity is desired, the ornamental fixtures should be supple-
mented by higher mounted fully shielded luminaires, as illustrated
in RP-33-99.
XI. OPTIONAL STREETLIGHT ORDINANCE - Ordinance Text
61
USER’S GUIDE - Page 43 ORDINANCE TEXT - Page 43
C. Scope
All street lighting not governed by regulations of federal, state or
other superceding jurisdiction.
EXCEPTION: lighting systems mounted less than 10.5 feet above street
level and having less than 1000 initial lumens each.
D. Master Lighting Plan
The Authority shall develop a Master Lighting Plan based on the
American Association of State Highway and Transportation Officials
(AASHTO) Roadway Lighting Design Guide GL-6, October 2005,
Chapter 2. Such plan shall include, but not be limited to, the Adoption
of Lighting Zones and:
1. Goals of street lighting in the jurisdiction by Lighting Zone
2. Assessment of the safety and security issues in the jurisdiction
by Lighting Zone
3. Environmentally judicious use of resources by Lighting Zone
4. Energy use and efficiency by Lighting Zone
5. Curfews to reduce or extinguish lighting when no longer
needed by Lighting Zone
E. Warranting
The Authority shall establish a warranting process to determine whether
lighting is required. Such warranting process shall not assume the need
for any lighting nor for continuous lighting unless conditions warrant
the need. Lighting shall only be installed where warranted.
XI. OPTIONAL STREETLIGHT ORDINANCE - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
62
XI. OPTIONAL STREETLIGHT ORDINANCE - Ordinance Text
MODEL LIGHTING ORDINANCE - USER’S GUIDE TEXTMODEL LIGHTING ORDINANCE -
USER’S GUIDE - Page 44 ORDINANCE TEXT - Page 44
F. Light Shielding and Distribution
All street lighting shall have no light emitted above 90 degrees.
Exception: Ornamental street lighting for specific districts or projects
shall be permitted by special permit only, and shall meet
the requirements of Table H below without the need for
external field-added modifications.
Maximum Uplight Rating
LZ-0 U-0
LZ-1 U-1
LZ-2 U-2
LZ-3 U-3
LZ-4 U-4
Lighting Zone
Table H - Uplight Control Requirements
for Ornamental Street Lights -
by Special Permit Only
63
Bird City Texas
Required
Your community must complete all of the following requirements: Complete/ In
progress
Action
R1. Community forms/maintains a collaborative body that supports the application development and
management of their Bird City enrollment†
In progress This could be Council or the Sustainability
Advisory Committee
R2. Community creates one resolution (proclamations are not accepted) that recognizes World
Migratory Bird Day (WMBD) on a reoccurring basis. Community holds an event each year to celebrate
WMBD†
In progress Resolution is drafted.
R3. Create and maintain a demonstration bird-friendly native landscape on at least one highly visible
community property**†
Complete Clear Creek Natural Heritage Center
R4. Include noticeable information on municipal tourism and/or Chamber of Commerce website
about local birding sites, lists of native birds, tips for landscaping for birds, local educational
resources, birding events, bird-related citizen science projects, and bird clubs
In progress Information available on
SustainableDenton.com page, but will
more information once the
program/Resolution is approved by
Council.
R5. Promote the American Bird Conservancy’s Cats Indoors program through education/ outreach to
residents
In progress Available on the sustainabledenton.com
page under wildlife and “Additional
Threats to Birds” link
R6. Provide businesses and residents with education/outreach and/or a communications campaign
about dark sky lighting solutions
In progress Available on the sustainabledenton.com
page under wildlife and “Additional
Threats to Birds” link
R7. Provide businesses and residents with education/outreach and/or a communications campaign
about reducing bird collisions with buildings
In progress Available on the sustainabledenton.com
page under wildlife and “Additional
Threats to Birds” link
R8. Promote the use of native plants in landscaping through community website, newsletters, public
events, and through use of the National Audubon Society’s Plants for Birds program**
Complete Available on the sustainabledenton.com
page under wildlife and “Plants for Birds”
link
R9. Provide and promote information on the importance of controlling invasive species (both plant
and animal)
Complete Available on the Integrated Pest
Management Page
64
Bird City Texas Basic Certification Options:
Category 1: Community Engagement Options with Gray boxes are not being considered at this time.
Your community must meet at least 5 criteria from this category:
1a. Initiate community participation in at least one community science program annually:
Audubon Climate Watch, Christmas Bird Count, D-Bird, Globe at Night, Great Backyard Bird
Count, Hummingbirds at Home, Invaders of Texas, Swifts Night Out, Texas Nature Trackers
In progress Promoted on Social Media. They Great
Backyard Bird Count was Feb. 12-15
https://www.birdcount.org/
1b. Engage community and partners in long-term (greater than 5 years) local bird monitoring
programs that incorporate eBird and/or iNaturalist
Complete Master Naturalists collect this data, the
last five years are available on the Clear
Creek website page. There is also data
available on eBird and iNaturalist.
1c. Implement an annual communications campaign about issues and actions related to Bird
City Texas, creating Bird Friendly Communities, and the criteria that the community adopts
Upcoming Will further develop if approval to pursue
certification is achieved.
1d. Create and install demonstration displays in public areas that educate the public about
the benefits of dark sky compliant lighting, window modifications that improve glass visibility
and reduce glass reflectivity†
1e. Install bird watching amenities in public parks, such as bird blinds, observation decks,
interpretive signs, binocular loan out programs, and birding/trail guides†
Opportunity Clear Creek birding and trail guides. With
full staffing could explore binocular loan
out program.
1f. Host at least one native plant sale with high emphasis on native plants (at least 75%
native plants available)
??Identify if plant sales at Redbud could
qualify.
1g. Host 3 community volunteer planting events per year featuring native plants on public
properties, community centers, libraries, or other sites where the plantings would be labeled
and visible to the public
Complete The Wildflower program and Clear
Creek workdays should be enough to
qualify.
1h. Engage the public park system and/or local museums to offer environmental education
opportunities for the public that support the objectives of the Bird City program
65
1i. Public park system has interpretive/educational signage in natural areas that are open to
the public that prioritizes bird identification and native bird ecology in their message
1j. Include a recurring (at minimum quarterly) native bird education themed section in a
community newsletter, social media platform (i.e., Facebook, NextDoor, etc.)
Complete Sustainable Denton page on facebook
should be enough to help us qualify.
1k. Conduct a speaker or workshop series (minimum 3 events per year) with topics focusing
on issues relating to birds, wildlife, habitat, environmental stewardship, etc.
Complete Work with MN to host at least one birding
class (ideally at the beginning of May for
Migratory Bird Day). Continue work with
Master Gardeners, Native Plant Society,
Master Naturalist, and RootedIn to host
additional gardening for wildlife classes.
1l. Sponsor an annual bird festival that promotes community stewardship and appreciation
of native birds and their habitats
1m.Work with traditionally underserved communities to increase engagement with parks,
ecological education, and birding resources
Opportunity Expand on Summer Camp Opportunities
and school programs.
1n. Educate the public about the responsibilities and best practices of providing food and
water for birds and discern the benefits of natural food sources from supplemental feeding
Opportunity Host Wildlife Friendly Landscape class
66
Category 2: Habitat Enhancement and Protection
Your community must meet at least 8 criteria from this category:
2a. Develop and implement a bird-centric wildlife or habitat management plan for all lands
owned or managed by the community**
2b. Acquire and conserve (through purchase or easement) habitat for birds, wildlife, and
native plant communities representative of the local ecosystem (wildscapes and
demonstration gardens will not qualify)
Complete
Parks should have land that will qualify
2c. On existing protected properties, modify and improve existing habitat for birds, wildlife,
and native plant communities representative of the local ecosystem
Complete Wildflower Program
2d. Create and conserve corridors and connectivity between habitat areas to promote
movement and migration of birds, wildlife, and native plant communities†
Complete Clear Creek and North Lakes Park
2e. Incentivize residents, businesses, and community group participation in local habitat
enhancement/restoration programs
In progress This is in the works for the Wildflower
Program, but you can also point to the
Green Business Program and the KDB Yard
of the Month program.
2f. Implement wetland habitat restorations or installations to mitigate flooding rather than
stream channelization
Complete Clear Creek/Greenbelt
2g. Where public safety allows, implement a policy and training that ensures dead trees are
left standing in parks/natural areas to provide foraging and nesting habitat
2h. Develop and adopt a community approved list of only native tree and shrub species
recommended for use by all new developments (business and sub-division developers)
In progress Landscaping Ordinance
2i. Reduce municipal water use for landscaping by implementing permanent once/week
landscape watering with irrigation system/sprinkler schedules citywide and/or native
landscape incentive programs
Explore
opportunity
Native Landscaping is being implemented,
could set annual target
2j. Implement an active invasive plant species removal program on public lands Explore
opportunity
Clear Creek and other invasive removal,
could set annual target
2k. Under the guidance of a Wildlife Management Plan, community actively uses prescribed
fire that benefits birds and native ecosystems
2l. Create overlays and other zoning and land use restrictions so that nature preserves are
buffered against negative impacts of development
Complete ESA designations
67
2m. Enact and enforce more stringent city ordinances protecting existing bird habitat
2n. Implement seasonal management practices (such as mowing, pruning) that protect
nesting birds
Complete Parks Maintenance Practices
2o. Manage natural areas in public parks to encourage the growth of native plants that
provide important wildlife habitat including managed “No Mow” areas for native grasses and
plants
In progress Wildflower Program
2p. Sponsor at least 5 habitat restoration projects of at least 1 acre in size in the community
to improve bird habitat over the 3 year period
Further
explore
Wildflower Program?
2q. Manage a municipal or public golf course for the benefit of native birds
2r. Community conducts an inventory of city lands (using iNaturalist or comparable platform)
to document plant and animal species present and assesses habitat quality
2s. Review all properties slated for municipal development to avoid impacting quality bird
habitat where possible, including adjusting siting of buildings to avoid habitat
68
Category 3: Creating Safer Spaces for Birds
Your community must meet at least 4 criteria from this category:
3a. Educate building owners/architecture community about Bird-Friendly Buildings best
design practices and the conservation value of reducing collisions
3b. Provide best design guidelines about reducing bird collisions and impacts to businesses
applying for new building permits
3c. Participate in National Lights Out Program during spring and fall migration periods Proposed Lights Out Texas
3d. Conduct a sustained educational campaign focused on the impacts of pesticides and
herbicides on bird populations and include practical information on proven Integrated Pest
Management options
Complete Great information to offer residents from
our IPM on the website. Work with parks
to see if we could include something
about birds on this page:
https://www.cityofdenton.com/en-us/all-
departments/quality-of-life/parks-
recreation-(1)/initiatives
3e. Implement Integrated Pest Management strategies to minimize use of pesticides and
herbicides on city-managed property
Complete Updated IPM info:
https://www.cityofdenton.com/en-us/all-
departments/quality-of-life/parks-
recreation-(1)/initiatives
3f. At least one municipal or major public building receives LEED certification that includes
the Credit for Bird Collision Deterrence (during review period)
3g. Provide alternative transportation throughout the community (e.g. hike and bike trails,
rideshare programs, bike lanes)
Complete Mobility Plan/ Alternative Transportation
Info
3h. Reduce light pollution by using dark-skies compliant shielded lighting throughout
community and does not install or use blue wavelength lights (4000 Kelvin) in all outdoor
publicly owned fixtures with a target of approximately 2700 Kelvin†
Further
Explore
3i. Prohibit feeding of ducks on community-managed properties to decrease domestic
disease transfer to migrating waterfowl
Further
Explore
69
3j. Community stormwater management plan implements actions from the National Menus
of Best Management Practices for Stormwater
Complete The City of Denton Stormwater program
incorporates several BMPs. Watershed
page contains additional links to
management plans, permits and reports:
https://www.cityofdenton.com/en-us/all-
departments/quality-of-life/sustainability-
(1)/watershed-protection
3k. Active program to remove invasive or harmful animal species, including harmful or
invasive bird species, deer, and/or wild pigs
3l. Actively prohibits the formation, maintenance, or support of outdoor cat colonies inside
or adjacent to parks/natural areas. Removal of cat colonies within or adjacent to
parks/natural areas will also suffice
3m.Monitor and limit the release of native wildlife and prohibit the release of domestic
animals within parks/natural areas to prevent unhealthy over-concentration of native
species or introduction of non-native species that would be destructive to birds
70
Street Lighting
Retrofit Program April 27, 2021
ID21-772 4.27.21 1 71
Street Lighting Retrofit Program
•Overview of Retrofit Program History
•Community Concerns
•International Dark Sky Association
•Bird City Texas requirements
•Lights Out For Birds/Lights Out Texas
ID21-772 4.27.21 2 72
City of Denton Street Lighting Retrofit
2018 Community
Survey (20
respondents)
(Safety Concerns
primarily
thoroughfares)
2019 LED Retrofit
Program
Approved by City
Council
2020
LED Retrofit
installations
begin
2021 Concerns
about LED lights,
Dark Sky, Bird
Migration
2021 LED Retrofit
Program Paused
to prepare
update for City
Council
ID21-772 4.27.21 3 73
City of Denton Street Lighting Retrofit
Community Concerns
Residential Lighting
(3000K)
•Cobra head (U0 -no
uplight, dark sky
compliant)
•1,600* installed
•Decorative Post top
(not dark sky
compliant)
•460* installed
•Currently dimmed to
60%
Thoroughfare Lighting
(4000K)
•Increased safety
•TXDOT
recommended
lighting level
•1,250* installed
International Dark Sky
Association
•Exempts lighting
within public right-
of-way or easement
for principal purpose
of illuminating
streets or roads.
Bird City Texas
(Optional credit)
•Reduce light
pollution by using
dark-skies compliant
shielded lighting
throughout
community, do not
install or use blue
wavelength lights
(4000 Kelvin) in all
outdoor publicly
owned fixtures with
a target of approx.
2700 Kelvin
ID21-772 4.27.21 4 74
Lights Out for Birds/Lights Out Texas -Education
Campaign
Promote Lights Out
Education Campaign to
protect birds during peak
migration
(started 4/14/2021)
Encourage Texans to turn
off lights in buildings and
other outdoor lighting
from 11:00 p.m. to 6:00
a.m. each night from April
19th through May 7th and
September 5th through
October 29th.
Lights Out Texas
https://birdcast.info/science-
to-action/lights-out/lights-out-
texas/
Birdcast generates migration
forecasts from March 1st to
June 15th and August 1st to
November 30th during
respective Spring and Fall
migration seasons.
ID21-772 4.27.21 5 75
Next Steps/Staff Recommendations
Next Steps:
1.DME has contracted with an engineering firm to perform a third-party lighting assessment for
residential areas
a)Determine if current lighting levels are adequate
b)Assess need for additional lights in unlit or underlit residential areas
c)Develop lighting standard for the City of Denton
2.Sustainability began promoting the Lights Out for Birds/Lights Out Texas education campaign
a)Encourages businesses and residences to turn off unnecessary lighting during peak
migration and links to additional information
Staff Recommendation:
1.Continue street lighting retrofit program with the following considerations:
a)Identify Dark Sky Compliant Pole top fixture for all new installations and specify in DDC
b)Address dimming and shielding as requested; or
c)Install and dim to 60% of max brightness in residential areas
ID21-772 4.27.21 6 76
Questions?
ID21-772 4.27.21 7 77
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-617,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction regarding the Hinkle Roundabout.
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™78
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Public Works
DCM David Gaines, Interim Deputy City Manager
DATE: April 27, 2021
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding the Hinkle Roundabout.
BACKGROUND
The current Hinkle roundabout, located at the intersection of Hinkle Drive and Mimosa Drive, was added as a scope change to the Magnolia Drainage Phase II Project. The original scope of the Magnolia Drainage Phase II Project was to construct drainage and roadway improvements on Hinkle between University Drive
and Windsor, and along Windsor between Hinkle and Elm. The roundabout was added to the project via
change order to serve as a traffic calming measure on Hinkle. The Magnolia Drainage Phase II Project has been in closeout since October 2020, with the remaining concrete work slated for completion in April 2021. On November 18, 2020 Council Member Armintor inquired about potential lighting enhancements at the Hinkle roundabout to make it more visible to nighttime drivers. Following that request, a cross-departmental
team met on December 9, 2020 to discuss lighting needs and other safety concerns at the roundabout. As a result of the cross-departmental conversation, Denton Municipal Electric (DME) replaced all existing High-Pressure Sodium (HPS) streetlights with Light Emitting Diode (LED) streetlights along Hinkle from US 380 to Windsor. The new LED streetlights are much brighter and have improved visibility along Hinkle from the previous HPS lighting. Traffic Engineering also engaged a lighting consultant from Kimley-Horn
and Associates to conduct a photometric study to determine if additional roundabout illumination is necessary. Results from the photometric study were received on March 24, 2021 and included recommendations to upgrade two existing LED fixtures at the roundabout and to install two new fixtures, one on Hinkle and the other on Mimosa (see Exhibit 3 for full study results). The photometric study also recommended the addition of reflective pavement markings on the medians and modifying the curb and
median layout to improve visibility and make the intersection easier to navigate. Now that the lighting assessment has completed, Traffic Engineering staff will work with DME and the Finance team to review the study and identify locations and funding for additional streetlights. As any new illumination is considered, staff will also factor in the City Council’s direction provided from the April 27
LED Lighting Work Session and attempt to mitigate any impacts the additional lighting may have on migratory birds and other wildlife. Staff has been asked to consider the potential removal of the roundabout. To-date, two Engage Denton requests have been received directly from residents and two members of the City Council have forwarded
City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com
79
requests from residents. Denton Police has also received two calls regarding the safety of the roundabout. Despite the concerns received, staff recommends maintaining the existing roundabout as a traffic calming and traffic safety measure. Public Works staff will continue to work with DME and Finance to address
visibility concerns and will work with Public Affairs for community education and outreach on how to safely navigate roundabouts.
RECOMMENDATION
Staff recommends maintaining the existing roundabout and adding reflective pavement markings on the medians and modifying the curb and median layout to improve visibility and make the intersection easier to navigate. Staff will update lighting plans based on City Council feedback provided during the April 27 LED Lighting Work Session.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Traffic Safety Commission April 19, 2021
Mobility Committee April 21, 2021
EXHIBITS
Exhibit 1 - Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – Kimley-Horn Photometric Study
Respectfully submitted: Daniel Kremer Deputy Director of Operations Public Works
80
Hinkle/Mimosa Roundabout
April 27, 2021 21-767 81
Roundabout Purpose and Project
Background
▪Slows down the vehicular movement as a traffic calming device
▪Accident severity is reduced compared to typical four-way stop intersections
▪Maintenance costs are reduced as compared to signalized intersections
▪Vehicle delays at the intersection are reduced since none of the approaches are
required to come to a full stop
▪Hinkle Roundabout was added by change order to the Magnolia Drainage Phase II
Project in early 2019
➢Project has been substantially complete since October 2020, with remaining sitework to be
completed by May 2021
21-767 82
Existing Hinkle Roundabout Concerns
▪Yielding at roundabout can be confusing for motorists that are unfamiliar with navigation
▪Emergency vehicles cannot traverse and are required to drive over the center of the roundabout, per
design
▪Citizen complaints received and accidents to-date:
➢2 Engage Denton requests
➢Resident requests forwarded from 2 Council Members
➢2 calls to Denton Police about the roundabout
➢0 reported claims
21-767 83
Recommended Roundabout Safety
Enhancements
▪Photometric Study completed with recommendations
➢Results received March 24, 2021
▪Hinkle Drive Recommendations
➢Add reflective pavement markings on the median nose
➢Add LED solar raised pavement markers
➢Add light poles and upgrade current lighting
▪Mimosa Drive Recommendations
➢Modify the curb and median geometry
o Increase the distance of the outside curb, narrowing further east
Additional reflective pavement markings on the median nose
LED solar raised pavement markers 3,000$
Additional light poles and upgrade current light fixtures 10,000$
Modify the curb and median geometry 9,000$
22,000$
21-767 84
21-767
Extend the outside curb narrowing on
Mimosa to the east to keep parked
vehicles away from the entrance of the
roundabout
Median nose pavement marking
examples
85
Roundabout Removal
Potential Removal Concerns
▪Vehicles required to come to a complete stop if returned to 4-way intersection
▪Stop signs are not observed by motorists at all times
▪Confusion on the right to proceed protocol
▪Costs incurred to install roundabout (approximately $137,000)
Potential Removal Benefits
▪Installation of typical 4-way intersection with stop signs, which are familiar to motorists
▪Reduced maintenance cost of striping and signage
Removal of existing roundabout and installation of new
pavement and stop signs/markings 140,000$
21-767 86
Staff Recommendation
Staff recommends maintaining the existing roundabout and making upgrades recommended
from the photometric study to improve visibility of the intersection.
Public Works staff will continue to work with DME as they implement the streetlight plan to
address safety and mitigate for potential impacts that additional lighting may have on migratory
birds and other wildlife.
Public Works will also work with Public Affairs to enhance public outreach and public education
on ways to safely navigate roundabouts.
21-767 87
0.30.30.40.40.40.40.40.30.40.40.50.50.40.40.40.50.50.50.50.50.50.50.60.70.70.60.60.50.70.80.80.80.70.60.60.91.01.00.90.80.70.61.21.31.21.10.90.80.71.51.61.51.31.10.90.71.92.01.81.51.21.00.82.32.32.11.71.31.10.82.62.62.21.81.41.10.92.72.72.31.81.41.10.92.62.62.21.81.41.10.92.22.32.01.71.41.10.91.81.91.81.51.31.00.81.51.61.51.31.10.90.81.21.31.21.11.00.90.80.91.01.01.00.90.80.70.70.80.90.90.80.80.70.60.70.70.80.70.70.70.50.60.60.70.70.70.60.40.50.60.60.60.60.60.40.50.50.60.60.60.60.40.40.50.50.60.60.60.40.40.50.50.50.60.60.40.40.50.50.50.60.60.40.50.50.50.60.60.60.40.50.60.60.60.60.60.50.60.60.70.70.70.60.60.70.70.70.70.70.70.70.80.90.90.80.80.70.91.01.11.00.90.80.81.11.31.31.21.00.90.81.41.61.51.41.21.00.81.82.01.91.61.31.10.92.22.42.11.81.51.20.92.72.42.01.61.22.92.52.11.61.32.92.52.01.61.32.62.42.01.51.22.32.11.81.41.21.81.91.81.61.31.11.51.61.61.41.21.00.81.21.31.41.41.21.10.90.80.61.11.11.21.21.21.11.00.90.70.61.11.11.01.11.11.21.11.00.80.70.60.50.41.31.21.11.01.10.70.60.50.40.40.30.20.60.81.01.11.31.51.71.81.81.81.71.61.61.51.41.31.11.00.80.90.90.91.01.11.31.31.31.21.00.90.70.50.81.01.31.51.82.02.12.22.12.01.81.71.61.51.41.21.11.01.21.31.51.72.02.22.42.42.21.81.51.20.40.70.91.21.51.92.22.42.52.32.11.81.61.51.51.41.21.21.21.31.41.61.82.02.12.22.22.11.81.51.30.30.50.60.81.01.21.41.61.61.51.41.21.21.21.31.31.31.31.31.41.41.51.61.71.81.91.81.71.61.41.20.81.01.31.41.51.61.31.41.41.41.41.41.01.31.61.81.91.91.41.41.41.41.31.82.12.32.22.11.91.71.61.51.51.42.42.62.62.32.11.81.71.61.52.82.82.52.22.01.81.62.82.62.32.01.81.62.72.52.22.01.72.32.22.01.81.61.81.91.81.61.51.31.51.51.41.31.01.21.31.31.20.70.91.01.11.10.60.70.91.01.01.00.50.70.80.90.90.90.50.60.70.80.80.80.50.60.70.80.80.80.80.60.70.80.80.80.80.80.70.90.90.90.90.80.80.91.11.11.11.00.90.81.21.31.41.31.11.00.91.51.71.71.51.31.10.91.82.12.01.71.41.20.92.22.52.31.91.51.21.02.42.72.52.01.61.31.02.82.52.11.61.31.02.62.32.01.61.21.02.22.11.81.41.10.91.81.71.51.31.00.81.41.41.31.10.90.81.11.11.10.90.80.70.90.90.90.80.70.60.70.70.70.70.60.6HINKLE DRIVE AT MIMOSA DRIVE - PHOTOMETRIC ANALYSIS EXHIBIT
CITY OF DENTON
MIMOSADRIVEMIMOSADRIVEHINKLE DRIVEHINKLE DRIVE NORTHFIXTURE SPECIFICATION:
88
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-822,Version:1
AGENDA CAPTION
Receive a report,hold a discussion,and give staff direction regarding the FY 2020-21 Budget,Capital
Improvement Program,Rates and Five-Year Financial Forecast for Water,Wastewater (Drainage),and Solid
Waste Funds.
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™89
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Finance
ACM/CFO: David Gaines
DATE: April 27, 2021
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding the FY 2020-21 Budget, Capital
Improvement Program, Rates and Five-Year Financial Forecast for Water, Wastewater (Drainage) and
Solid Waste Funds.
BACKGROUND
The purpose of this work session is to provide detail to the City Council regarding the Water, Wastewater
(Drainage) and Solid Waste Fund FY 2019-20 budget actuals, adopted FY 2020-21 budget, Capital
Improvement Program (CIP), fund balance and rates. The presentations include a detailed discussion
regarding revenues, expenses, financial forecasts and the CIP. In addition, each presentation will discuss
current fund balance policies and staff’s recommendations.
Below is a summary of the adopted FY 2021-22 budget and rate changes for each utility. It is important to
note that each utility budget was discussed in detail with the PUB during the budget process.
Water
• The adopted FY 2020-21 budget includes a 2% or $1.08/month rate decrease for the average City
of Denton residential customer. The presentation will discuss FY 2019-20 actual revenues,
expenses, and the fund balance policy for the water fund.
Wastewater
• The adopted FY 2020-21 budget includes no rate changes for wastewater customers. The fund
maintains of a debt coverage ratio of 1.25 and an operating reserve above the minimum reserve
target. The presentation will discuss FY 2019-20 actual revenues, expenses, and the fund balance
policy for the wastewater fund.
Solid Waste
• The adopted FY 2020-21 budget includes a 5% or $1.00/month rate decrease for a residential
customer with a standard refuse cart. The fund maintains of 1.25 debt coverage ratio and an
operating reserve above the minimum reserve target. Like water and wastewater, staff plans to
discuss FY 2019-20 actual revenues, expenses, and the fund balance policy.
The adopted FY 2020-21 adopted budget can be found here.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On April 12, 2021, staff presented the FY 2020-21 Budget, Capital Improvement Program, Rates and Five-
Year Financial Forecast for each utility to the Public Utilities Board (PUB).
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
90
Staff presented the Electric Fund to City Council on April 20, 2021.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Water Presentation
Exhibit 3 – Wastewater Presentation
Exhibit 4 – Solid Waste Presentation
Respectfully submitted:
Cassandra Ogden
940-349-7195
Director of Finance
Prepared By:
Nick Vincent
940-349-8063
Assistant Director of Finance
91
1
WATER BUDGET AND RATE DISCUSSION
April 27, 2021, ID 21-822 92
2
PRESENTATION OVERVIEW
•FY 2019-20 End of Year Actuals
•10-Year Financial Forecast
•Capital Improvement Plan (CIP)
•Cost of Service Overview
•Rate Discussion
•Next Steps
April 27, 2021, ID 21-822 93
33
FY 2019-20 ACTUAL WATER REVENUE DETAIL
2018-19 2019-20 2019-20 2020-21
RESOURCES ACTUAL BUDGET ACTUAL ADOPTED
Interest Operating 427,212$ 294,000$ 302,800$ 294,000$
Water Sales Residential 18,035,192 20,508,495 20,375,256 20,563,184
Water Sales Commercial 16,203,789 17,661,792 17,090,211 17,655,278
Water for Resale 1,113,851 1,184,134 1,612,230 1,360,648
Other Water 1,387,309 1,118,573 1,208,421 865,090
Transfers In 1,490,053 696,405 1,149,991 1,676,882
Impact Fee Revenues 5,700,000 6,605,000 6,605,656 6,605,000
TOTAL REVENUES 44,357,406$ 48,068,399$ 48,344,565$ 49,020,082$
Use of Reserves 3,618,404 2,993,364 1,191,609 3,924,125
TOTAL RESOURCES 47,975,810$ 51,061,763$ 49,536,174$ 52,944,207$
April 27, 2021, ID 21-822 94
44
FY 2019-20 ACTUAL WATER EXPENSES BY DIVISION
* The budget was divided between Public Outreach and Water Admin.
2018-19 2019-20 2019-20 2020-21
EXPENDITURES BY DIVISION ACTUAL BUDGET ACTUAL ADOPTED
Admin 1,724,450$ 2,031,718$ 2,166,108$ 3,072,695$
Utility Admin*1,281,984 1,591,070 1,059,148 -
Public Outreach - - - 883,592
Production 15,497,549 12,097,412 11,982,259 12,616,442
Distribution 7,444,534 7,200,148 6,835,289 11,186,324
Metering 2,226,420 2,635,834 2,407,953 3,293,464
Lab 833,349 613,747 531,164 619,962
Miscellaneous 18,967,524 24,891,834 24,554,253 21,271,728
TOTAL EXPENDITURES 47,975,810$ 51,061,763$ 49,536,174$ 52,944,207$
The FY 2019-20 actual expenses reflect savings from COVID expense reductions.
April 27, 2021, ID 21-822 95
5
10 YEAR PROFORMA •Includes 2% Rate Decrease in FY 2020-21
Actual Adopted Actual Adopted Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
FY 2019 FY 2020 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030
Revenues (x 1,000)
Rate Revenue 34,239$ 39,355$ 39,078$ 39,579$ 42,014$ 43,432$ 44,995$ 46,347$ 47,845$ 49,370$ 51,059$ 52,505$ 54,115$
Non Rate Revenue 4,367 2,108 2,661 2,836 2,976 2,967 3,010 3,053 3,098 3,143 3,189 3,237 3,285
Impact Fee Revenue - Revenue Funding - 3,839 3,840 2,725 1,154 1,200 45 1,900 1,810 1,472 1,264 1,282 1,296
Impact Fee Revenue - Debt Service 5,752 2,766 2,766 3,880 5,451 5,405 6,560 4,705 4,795 5,133 5,341 5,323 5,309
COVID-19 Revenue Impact - - - - - - - - - - - - -
Subtotal 44,357$ 48,068$ 48,345$ 49,020$ 51,595$ 53,004$ 54,610$ 56,005$ 57,548$ 59,118$ 60,853$ 62,347$ 64,005$
Planned Use of Reserves 3,618 2,993 1,191 3,924 - - - - - - 1,519 2,071 3,486
TOTAL REVENUE 47,976$ 51,061$ 49,536$ 52,944$ 51,595$ 53,004$ 54,610$ 56,005$ 57,548$ 59,118$ 62,372$ 64,418$ 67,491$
Expenditures (x 1,000)
O&M 13,555$ 16,392$ 14,749$ 16,568$ 17,065$ 17,577$ 18,318$ 19,076$ 19,903$ 20,872$ 21,840$ 22,898$ 24,005$
Revenue Funded Capital 14,985 9,373 9,874 13,960 10,493 9,833 11,802 8,953 12,960 14,159 10,362 10,570 10,781
Revenue Funded Impact Fee Projects - 3,839 3,835 2,725 1,154 1,200 45 1,900 1,810 1,472 1,264 1,282 1,296
Transfers (Internal and External)3,686 5,182 4,897 5,263 5,421 5,583 5,751 5,923 6,101 6,284 6,473 6,667 6,867
ROI/Franchise Fee 3,049 3,396 3,302 3,364 3,571 3,692 3,825 3,939 4,067 4,196 4,340 4,463 4,600
Debt Service 12,700 12,879 12,879 11,064 13,338 12,719 12,802 12,904 11,043 11,603 18,093 18,538 19,942
TOTAL EXPENSE 47,976$ 51,061$ 49,536$ 52,944$ 51,042$ 50,604$ 52,543$ 52,696$ 55,884$ 58,587$ 62,372$ 64,418$ 67,491$
Net Income -$ -$ -$ -$ 553$ 2,400$ 2,067$ 3,309$ 1,664$ 532$ -$ -$ -$
Rate Increases 0.0%0.0%0.0%-2.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%
RESERVE BALANCES FY 2019 FY 2020 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030
Working Capital 3,838$ 4,085$ 3,963$ 4,236$ 4,083$ 4,048$ 4,203$ 4,216$ 4,471$ 4,687$ 4,990$ 5,153$ 5,399$
Operating Reserve 20,869 17,380 19,303 15,106 15,812 18,247 20,159 23,456 24,864 25,180 23,358 21,123 17,391
Wrking Cptl + Op Reserve 24,707$ 21,464$ 23,266$ 19,342$ 19,895$ 22,295$ 24,362$ 27,671$ 29,335$ 29,866$ 28,348$ 26,277$ 22,790$
Impact Fee Capital Reserve -$ 9,000$ 9,000$ 9,000$ 9,000$ 9,000$ 9,000$ -$ -$ -$ -$ -$ -$
Number of Working Days 188 153 171 133 142 161 169 192 192 186 166 149 123
Development Plan Lines 750$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$
Impact Fee Reserve 13,076$ 4,076$ 4,076$ 4,076$ 4,076$ 4,076$ 4,076$ 4,076$ 4,076$ 4,076$ 4,076$ 4,076$ 4,076$
Debt Coverage Ratio - 1.25 2.43 2.16 2.31 2.69 2.50 2.69 2.83 2.71 3.24 3.17 2.09 2.06 1.94
Wrking Cptl/ Op Reserve Target - 120 Days (33%)15,832$ 16,850$ 16,347$ 17,472$ 16,844$ 16,699$ 17,339$ 17,390$ 18,442$ 19,334$ 20,583$ 21,258$ 22,272$
Wrking Cptl/ Op Reserve Target - 180 Days (50%)23,988$ 25,531$ 24,768$ 26,472$ 25,521$ 25,302$ 26,271$ 26,348$ 27,942$ 29,293$ 31,186$ 32,209$ 33,746$
WATER FINANCIAL FORECAST
96
6
WATER 5 YEAR CAPITAL PLAN
•The PUB and City Council recently approved a reimbursement ordinance for $23.7 million of the $35.5
million approved.
April 27, 2021, ID 21-822 97
77
FUND BALANCE ANALYSIS –WATER
•Recently, the Finance Department completed an in-depth fund balance analysis.
•The analysis looked at the policy of several municipal owned water and wastewater utilities.
•Staff believes our current levels of reserves are sufficient given the size of the utility, the age of
infrastructure and the uncertain conditions created by COVID-19 and continued growth in the City.
•Current reserve is $23.3M or 46%.
•Staff recommends not change to the fund balance policy.
*does not own water treatment plant, includes capital reserve, excludes impact fee reserve
Water/Wastewater Utility Reserves
FY 19-20 Operating
Budget
Minimum Targets (in % of operating
expenses)Minimum Reserve
Denton (Water)$ 51,061,763 33%$16,850,382
Denton (WW)$ 38,824,875 28%$10,870,965
Lewisville $ 33,812,017 20% $6,762,403
McKinney*$101,238,041 25%$25,209,510
Garland $ 71,018,399 12% $8,522,208
Frisco*$102,695,926 58%$59,563,637
Mesquite*$ 68,775,910 16%$11,004,146
Grand Prairie $ 83,806,172 22%$18,437,358
April 27, 2021, ID 21-822 98
88
FUND BALANCE ANALYSIS –CONTINUED
•The Water and Wastewater reserve targets are above the minimum thresholds recommended by the
International City Management Association (ICMA), American Water Works Association (AWWA), the
Water Environment Federation (WEF) and the Government Finance Officers Association (GFOA).
•Staff believes our current levels of reserves are sufficient given the size of the utility, the age of
infrastructure and the uncertain conditions created by COVID-19 and continued growth in the City.
•Based on staff’s findings, we are not recommending a change to the reserve targets.
Organization Minimum Recommendation
AWWA 60-90 days of operating expenses (16-25%)
ICMA 1-2 months of operating expenses (8-16%)
GFOA No less than 45 days of operating expenses (12%)
Water Environment Federation 1-3 months of operating expenses (8-25%)
April 27, 2021, ID 21-822 99
9
RATE DISCUSSION OVERVIEW
•Water Terms (Water Rate 101)
•Cost of Service Overview
•Current Residential and Commercial Rates
•Rate Comparisons
•Next Steps
April 27, 2021, ID 21-822 100
1010
WATER RATE TERMS
Facility Charge Fixed fee charged to customers to monthly based on meter size
Volume Charge Volume charge charged to customers monthly based on water usage
WR Residential Water Service
WC Commercial/Industrial Water Service
WFH Metered Water From Fire Hydrant
WW Wholesale Treated Water Service to Upper Trinity Regional Water District
WRW Wholesale Raw Water Service to Upper Trinity Regional Water District
WCL Wholesale Raw Water Pass-Through to Upper Trinity Regional Water District from
Lake Chapman into Lake Lewisville
April 27, 2021, ID 21-822 101
1111
History
•Last study completed in 2014
•City contracted with Raftelis to update the City’s Cost of Service
Study. (Study period FY 2021-2025)
•Studies are updated approximately every 5-years
•Equitably allocates expenses between the various customer
classes of service
Goal
•Establish cost of service-based rates
•Ensure revenue stability
•Establish fair and equitable rates
Cost of Service (COS) and Rate Design
Revenue
Requirements
Water
Water
COS by
Class
Sewer
Sewer
COS by
Class
April 27, 2021, ID 21-822 102
12
WATER COST OF SERVICE RESULTS
Class COS Current Revenue Difference % Difference
Retail
Residential 22,748,248$ 21,248,894$ (1,499,353)$ -6.6%
Commercial 10,073,359$ 12,709,815$ 2,636,457$ 26.2%
Irrigation 4,623,122$ 3,538,544$ (1,084,578)$ -23.5%
Fire Hydrant 513,312$ 481,774$ (31,538)$ -6.1%
Total Retail 37,958,040$ 37,979,027$ 20,987$ 0%
Wholesale 543,750$ 522,763$ (20,987)$ -3.9%
April 27, 2021, ID 21-822 103
13
RESIDENTIAL DISTRIBUTIONS
13 -
10,000
20,000
30,000
40,000
50,000
60,000
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51Number of Bills1,000 Gallons
Bills
Meter Size Number of Meters
3/4"31,831
1"677
1.5"217
2"81
Total 32,806
Tiers (Gallons)Bill Distribution Consumption Tiers (Gallons)Bill Distribution Consumption
0-15,000 89%85%0-5,000 55%55%
15,000-30,000 8%11%5,000-15,000 34%30%
30,000-50,000 2%3%15,000-30,000 8%11%
50,000+1%1%30,000-50,000 2%3%
100%100%50,000+1%1%
100%100%
Current Proposed
April 27, 2021, ID 21-822
104
14
COMMERCIAL DISTRIBUTIONS
14
-
1,000.00
2,000.00
3,000.00
4,000.00
5,000.00
6,000.00
7,000.00
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51Number of Bills10,000 Gallons
Bills
Meter Size Number of Meters
3/4"1,826
1"576
1.5"576
2"1,010
3”143
4”63
6”20
8”33
10”2
Total 4,248
105
15
RESIDENTIAL RATE
Current Water Rates
Winter Summer
Facility Charge $15.84 $15.84
Volume Charge
(x1,000)
0-5,000
$4.05 $4.055,001-15,000
15,001-30,000 $4.05 $5.76
30,001-50,000 $4.05 $7.95
50,000+$4.05 $10.64
Facility Charge –Fixed charge based on meter size
Volumetric Rates
•Winter –Rate charged per 1,000 gallons during November-April. Billing cycle starts November 1st.
•Summer –Rate charged per 1,000 gallons during May-October. Billing cycle starts May 1st.
Current Irrigation Rates
Winter Summer
Facility Charge $15.84 $15.84
Volume Charge (x1,000)
0-5,000
$4.05 $5.765,001-15,000
15,001-30,000 $4.05 $7.95
30,000+$4.05 $10.64
April 27, 2021, ID 21-822 106
16
COMMERCIAL RATES
Current Water Rates
Facility Charge $50.99
Volume Charge (x1,000)$4.34
** Based on 45,000 gallons
Average commercial consumption volume reduced from 50,000 gallons to 45,000 gallons.
Current Irrigation
Rates
Winter Summer
Facility Charge*$50.99 $50.99
Volume Charge
(x1,000)
$4.34 $6.00
Facility Charge –Fixed charge based on meter size
Volumetric Rates
•Winter –Rate charged per 1,000 gallons during November-April. Billing cycle starts November 1st.
•Summer –Rate charged per 1,000 gallons during May-October. Billing cycle starts May 1st.
April 27, 2021, ID 21-822 107
17
AVERAGE RESIDENTIAL BILL
•Based on 7,600 Gallons Water
$105.95 $104.61 $102.40 $97.69 $97.62
$85.35
$78.14 $76.04 $75.83 $71.31
$56.79 $54.69
$-
$20.00
$40.00
$60.00
$80.00
$100.00
$120.00
Garland Mesquite Arlington Waco McKinney Frisco City of
Denton
Grand
Praire
Wichita
Falls
Beaumont Lewisville Irving
Water Wastewater
April 27, 2021, ID 21-822 108
18
AVERAGE COMMERCIAL BILL
•Based on 45,000 Gallons Water
$622.19
$535.50 $501.62 $482.86 $466.46 $451.51 $433.30 $425.37 $399.85 $394.64 $360.06
$322.89
$-
$100.00
$200.00
$300.00
$400.00
$500.00
$600.00
$700.00
Mesquite Garland Grand
Praire
McKinney Frisco City of
Denton
Waco Irving Beaumont Arlington Wichita
Falls
Lewisville
Water Wastewater
April 27, 2021, ID 21-822 109
1919
UTILITY RATE CHANGES
Since FY 2018, the City’s continued emphasis on financial transparency and cost containment has resulted in
no rate increases for City of Denton Utilities.
Rate Increases/(Decreases)
Utility FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021
Electric 4.7%4.5%4.5%(1.2%)(3.5%)0 0
Water 3.0%6.3%4.3%0 0 0 (2.0%)
Wastewater 6.0%2.7%1.8%0 (5.0%)0 0
Solid Waste 2.9%2.4%4.0%0 (12.0%)(12.0%)(5.0%)
April 27, 2021, ID 21-822 110
2020
NEXT STEPS
•April 26, 2021 –FY 2021-22 Budget priorities presentation
•May –September 2021 –Begin the FY 2021-22 Operating and Capital Budget
April 27, 2021, ID 21-822 111
21
QUESTIONS?
112
1
WASTEWATER BUDGET AND RATE DISCUSSION
April 27, 2021, ID 21-822 113
2
PRESENTATION OVERVIEW
•FY 2019-20 End of Year Actuals
•10-Year Financial Forecast
•Capital Improvement Plan (CIP)
•Cost of Service Overview
•Rate Discussion
•Next Steps
April 27, 2021, ID 21-822 114
33
FY 2020-21 ACTUAL WASTEWATER REVENUE DETAIL
2018-19 2019-20 2019-20 2020-21
RESOURCES ACTUAL BUDGET ACTUAL ADOPTED
Interest Operating 297,875$ 234,857$ 218,830$ 223,207$
Wastewater Residential 11,536,543 11,545,026 11,422,482 11,583,683
Wastewater Commercial 11,807,867 12,734,519 11,730,566 13,130,746
Wastewater Effluent Irrigation 78,904 60,424 97,864 60,424
Wastewater Wholesale 733,997 693,802 780,181 695,320
Other Wastewater 1,513,552 1,647,878 1,916,430 1,954,759
Drainage Fees 4,880,196 4,942,200 5,089,545 5,079,576
Transfers In 651,795 587,896 587,895 599,653
Impact Fee Revenues 2,000,000 4,270,000 4,270,000 4,270,000
TOTAL REVENUES 33,500,729$ 36,716,602$ 36,113,793$ 37,597,368$
Use of Reserves 3,561,908 1,608,273 783,638 -
TOTAL RESOURCES 37,062,637$ 38,324,875$ 36,897,431$ 37,597,368$
April 27, 2021, ID 21-822 115
44
FY 2020-21 ACTUAL WASTEWATER EXPENSES BY DIVISION
* The budget was divided between Public Outreach and Water Admin.
2018-19 2019-20 2019-20 2020-21
EXPENDITURES BY DIVISION ACTUAL BUDGET ACTUAL ADOPTED
Administration*947,792$ 1,002,132$ 954,055$ -$
Reclamation 9,588,347 6,979,010 6,156,380 6,120,563
Collection 7,377,372 7,558,988 7,095,756 7,074,984
Field Services 475,189 929,151 1,009,535 1,563,991
Beneficial Reuse 1,356,287 1,388,187 1,266,682 1,428,864
Laboratory 490,603 675,237 520,514 561,709
Industrial Pretreatment 743,073 826,932 743,932 823,762
Drainage 3,516,913 3,191,747 3,787,195 4,073,671
Watershed Protection 906,340 1,034,605 961,154 1,099,208
Miscellaneous 10,886,983 14,000,925 13,525,795 13,399,877
Drainage Miscellaneous 773,738 737,961 876,433 720,556
TOTAL EXPENDITURES 37,062,637$ 38,324,875$ 36,897,431$ 36,867,185$
The FY 2019-20 actual expenses reflect savings from COVID expense reductions.
April 27, 2021, ID 21-822 116
5
10 YEAR PROFORMA (INCLUDES DRAINAGE)
ACTUAL ADOPTED ACTUAL ADOPTED FORECAST FORECAST FORECAST FORECAST
FY 2019 FY 2020 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030
Revenues (x 1,000)
Rate Revenue 29,003$ 29,976$ 29,121$ 30,550$ 30,990$ 32,352$ 33,756$ 35,202$ 36,691$ 38,223$ 39,799$ 41,421$ 43,089$
Non Rate Revenue 2,498 2,471 2,723 2,340 2,387 2,435 2,483 2,533 2,349 2,396 2,443 2,492 2,542
Impact Fee Revenue - Revenue Funded 500 500 500 151 14 146 147 149 150 152 153 155
Impact Fee Revenue - Debt Service 2,000 3,770 3,770 3,770 4,119 4,256 4,124 4,123 4,121 4,120 4,118 4,117 4,115
COVID-19 Revenue Impact - - - - - - - - - - - -
Subtotal 33,501$ 36,717$ 36,114$ 37,160$ 37,646$ 39,057$ 40,510$ 42,005$ 43,309$ 44,888$ 46,513$ 48,183$ 49,901$
Planned Use of Reserves 3,562 1,609 784 7 1,148 528 0 0 667 641 472 832 698
TOTAL REVENUES 37,063$ 38,326$ 36,898$ 37,167$ 38,794$ 39,585$ 40,510$ 42,005$ 43,976$ 45,529$ 46,984$ 49,016$ 50,600$
Expenditures (x 1,000)
O&M 13,620$ 16,693$ 14,537$ 15,097$ 15,393$ 15,701$ 16,206$ 16,469$ 17,030$ 17,709$ 18,379$ 19,120$ 19,895$
Revenue Funded Capital 10,773 5,749 7,397 5,986 6,102 5,621 5,610 5,700 5,804 5,920 6,038 6,159 6,282
Transfers (Internal and External)3,695 5,373 4,873 5,644 5,813 5,988 6,167 6,352 6,543 6,739 6,941 7,150 7,364
Impact Fee Project Revenue Funding - 500 500 500 151 14 146 147 149 150 152 153 155
ROI/Franchise Fee 2,117 2,531 2,112 2,597 2,634 2,750 2,869 2,992 3,119 3,249 3,383 3,521 3,663
Debt Service 6,858 7,479 $7,479 7,043 8,701 9,512 9,427 10,235 11,332 11,762 12,090 12,913 13,241
Economic Development 300
TOTAL EXPENSES 37,063$ 38,326$ 36,898$ 37,167$ 38,794$ 39,585$ 40,425$ 41,897$ 43,976$ 45,529$ 46,984$ 49,016$ 50,600$
Net Income -$ -$ -$ -$ -$ -$ 85$ 108$ -$ -$ -$ -$ -$
Rate Increases -5.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%
ACTUAL ADOPTED ACTUAL
RESERVE BALANCES FY 2019 FY 2020 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030
Working Capital 2,965$ 3,066$ 2,952$ 2,973$ 3,104$ 3,167$ 3,234$ 3,352$ 3,518$ 3,642$ 3,759$ 3,921$ 4,048$
Operating Reserve 12,426 10,516 11,456 11,227 9,884 9,292 9,310 9,300 8,467 7,702 7,114 6,119 5,294
Wrkng Cptl + Op Reserve 15,391$ 13,583$ 14,407$ 14,200$ 12,987$ 12,459$ 12,544$ 12,652$ 11,986$ 11,345$ 10,873$ 10,041$ 9,342$
Number of Working Days 152 129 143 139 122 115 113 110 99 91 84 75 67
Development Plan Lines 535$ 735$ 735$ 935$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$
Drainage Reserve 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000
Impact Fee Reserve 6,767$ 6,767$ 6,767$ 6,767$ 6,767$ 6,767$ 6,767$ 6,767$ 6,767$ 6,767$ 6,767$ 6,767$ 6,767$
Debt Coverage Ratio - 1.25 2.36 1.96 2.23 2.33 1.89 1.83 1.92 1.87 1.74 1.74 1.75 1.70 1.71
Wrkng Cptl / Op Reserve Target - 100 Days (28%)10,378$ 10,731$ 10,331$ 10,407$ 10,862$ 11,084$ 11,319$ 11,731$ 12,313$ 12,748$ 13,156$ 13,724$ 14,168$
Wrkng Cptl / Op Reserve Target - 140 Days (39%)14,454$ 14,947$ 14,390$ 14,495$ 15,130$ 15,438$ 15,766$ 16,340$ 17,151$ 17,756$ 18,324$ 19,116$ 19,734$
April 27, 2021, ID 21-822 117
6
DRAINAGE PROFORMA
Revenues (x 1,000)2018-19 2019-20 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
RESOURCES ACTUAL BUDGET ACTUAL ADOPTED PROJECTED PROJECTED PROJECTED PROJECTED
Transfers In 317$ 353$ 353$ 360$ 367$ 374$ 382$ 390$
Drainage Fees - Residential 1,883 1,897 1,950 1,954 1,974 1,993 2,013 2,034
Drainage Fees - Nonresidential 2,982 3,045 3,128 3,125 3,157 3,188 3,220 3,252
Watershed Inspection Fee 15 17 12 18 19 19 19 20
TOTAL RESOURCES 5,197$ 5,312$ 5,442$ 5,458$ 5,516$ 5,575$ 5,635$ 5,695$
Expenditures (x 1,000)2018-19 2019-20 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
EXPENDITURE SUMMARY ACTUAL BUDGET ACTUAL ADOPTED PROJECTED PROJECTED PROJECTED PROJECTED
Personal Services 1,696$ 2,305$ 2,037$ 1,943$ 1,981$ 2,021$ 2,062$ 2,103$
Materials & Supplies 57 80 53 81 83 85 86 88
Maintenance & Repair 129 128 113 131 133 136 139 142
Insurance 36 41 41 41 42 43 44 45
Miscellaneous 14 17 6 17 17 18 18 18
Operations 448 677 468 527 538 548 559 571
Capital Outlay 1,875 1,102 1,808 1,757 1,885 1,999 1,979 1,959
General Obligation Debt Service 477 478 473 276 132 - - -
Other Transfers 466 477 625 684 705 726 748 770
Fixed Assets - 8 - - - - - -
TOTAL EXPENDITURES 5,197$ 5,312$ 5,625$ 5,458$ 5,516$ 5,575$ 5,635$ 5,695$
Net Income 0 0 -182 0 0 0 0 0
Drainage Reserve 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$
Drainage Proforma
April 27, 2021, ID
21-822
118
7
WASTEWATER -5 YEAR CAPITAL PLAN
•The PUB and City Council recently approved a reimbursement ordinance for $26.1 million of the $32.9
million approved.
April 27, 2021, ID 21-822 119
88
FUND BALANCE ANALYSIS –WASTEWATER
•Recently, the Finance Department completed an in-depth fund balance analysis.
•The analysis looked at the policy of several municipal owned water and wastewater utilities.
•Staff believes our current levels of reserves are sufficient given the size of the utility, the age of
infrastructure and the uncertain conditions created by COVID-19 and continued growth in the City.
•The Wastewater fund currently has a minimum reserve target of 28%with a max of 39%.
•Current reserve is $16.3M, which is 42%.
Water/Wastewater Utility Reserves
FY 19-20 Operating
Budget
Minimum Targets (in % of operating
expenses)Minimum Reserve
Denton (Water)$ 51,061,763 33%$16,850,382
Denton (WW)$ 38,824,875 28%$10,870,965
Lewisville $ 33,812,017 20% $6,762,403
McKinney*$101,238,041 25%$25,209,510
Garland $ 71,018,399 12% $8,522,208
Frisco*$102,695,926 58%$59,563,637
Mesquite*$ 68,775,910 16%$11,004,146
Grand Prairie $ 83,806,172 22%$18,437,358
*No water treatment plantApril 27, 2021, ID 21-822
120
99
FUND BALANCE ANALYSIS –CONTINUED
•The Water and Wastewater reserve targets are above the minimum thresholds recommended by the
International City Management Association (ICMA), American Water Works Association (AWWA), the
Water Environment Federation (WEF) and the Government Finance Officers Association (GFOA).
•Based on staff’s findings, we are recommending no change to the reserve targets.
Organization Minimum Recommendation
AWWA 60-90 days of operating expenses (16-25%)
ICMA 1-2 months of expenses (8-16%)
GFOA No less than 45 days of operating expenses (12%)
Water Environment Federation 1-3 months of operating expenses (8-25%)
April 27, 2021, ID 21-822 121
10
RATE DISCUSSION OVERVIEW
•Wastewater Terms
•Cost of Service Results
•Current Residential and Commercial Rates
•Rate Comparisons
•Next Steps
April 27, 2021, ID 21-822 122
1111
WASTEWATER RATE TERMS
Facility Charge Fixed fee charged to customers to monthly based on meter size
Volume Charge Volume charge charged to customers monthly based on water usage
SR Residential Wastewater Service
SC Commercial and Industrial Water Service
SM Metered Wastewater Inside and Outside Corporate Limits
WW Sale of Treated Wastewater Effluent (i.e.irrigation)
April 27, 2021, ID 21-822 123
12
WASTEWATER COST OF SERVICE RESULTS
Class COS Current Revenue Difference % Difference
RETAIL
Residential 12,054,484$ 11,989,926$ (64,557)$ -0.5%
Commercial 10,854,601$ 10,729,882$ (124,719)$ -1.1%
Equipment Services and Eating Establishments 1,277,003$ 1,515,737$ 238,735$ 18.7%
Metered Wastewater OCL 200,210$ 220,758$ 20,548$ 10.3%
Total Retail 24,386,297$ 24,456,304$ 70,007$ 0.3%
Wholesale 796,803$ 726,796$ (70,007)$ -8.8%
April 27, 2021, ID 21-822 124
13
CURRENT RESIDENTIAL AND COMMERCIAL RATES
*Based on 5,400 gallons
**Based on 42,750 gallons
Current-Residential*Current-Commercial**
Facility Charge $11.00 $26.50
Volume Charge (x1,000)$3.80 $4.85
Average Customer’s Bill $31.52 $233.84
Facility Charge –Fixed charge based on meter size
Volumetric Rates -Rate charged per 1,000 gallons
April 27, 2021, ID 21-822 125
14
RESIDENTIAL RATE COMPARISON
*Based on 5,400 gallons
$50.29 $49.82
$44.73 $44.55
$40.64 $39.11
$33.70 $31.52
$27.06
$22.70 $21.31 $20.16
$-
$10.00
$20.00
$30.00
$40.00
$50.00
$60.00
Waco McKinney Mesquite Frisco Arlington Grand
Praire
Garland City of
Denton
Beaumont Lewisville Irving Wichita
Falls
Wastewater
April 27, 2021, ID 21-822 126
15
COMMERCIAL RATE COMPARISON
*Based on 42,750 gallons
$285.26
$268.80 $263.99 $257.11 $252.73
$233.84 $232.25
$217.60
$182.44 $180.26 $166.88
$107.54
$-
$50.00
$100.00
$150.00
$200.00
$250.00
$300.00
Mesquite Frisco Grand
Praire
McKinney Waco City of
Denton
Arlington Garland Beaumont Irving Lewisville Wichita
Falls
Wastewater
April 27, 2021, ID 21-822 127
1616
NEXT STEPS
•April 26, 2021 –FY 2021-22 PUB budget priorities presentation
•May –September 2021 –Begin the FY 2021-22 Operating and Capital Budget
April 27, 2021, ID 21-822 128
17
QUESTIONS?
129
1
SOLID WASTE AND RECYCLING DEPARTMENT
April 27, 2021, ID 21-822 130
2
PRESENTATION OVERVIEW
•FY 2019-20 Actuals
•5-Year Financial Forecast
•Capital Improvement Plan (CIP)
•Fund Balance Discussion
•Next Steps
April 27, 2021, ID 21-822 131
33
ACTUALS -REVENUES
April 27, 2021, ID 21-822 132
44
ACTUALS -EXPENSES BY DIVISION
The FY 2019-20 actual expenses reflect savings from COVID expense reductions.
April 27, 2021, ID 21-822 133
55
ACTUALS -EXPENSE BY DETAIL
The FY 2019-20 actual expenses reflect savings from COVID expense reductions.
April 27, 2021, ID 21-822 134
6
5 YEAR PROFORMA RATE DECREASE IN FY 2020-21
April 27, 2021, ID 21-822 135
7
SOLID WASTE 20-21 PROJECTS
Description FY 20-21 Amount Funding Type
Landfill Cell 4 Construction $4,500,000 Revenue
Landfill Cell 4 QA/QC $450,000 Revenue
Landfill Equipment $1,300,000 Revenue
Fleet Building Construction $3,000,000 Debt
Commercial Equipment $1,030,000 Vehicle Replacement Fund
HCC Equipment $60,000 Vehicle Replacement Fund
Residential Equipment $2,052,000 Vehicle Replacement Fund
Landfill Equipment $215,000 Vehicle Replacement Fund
Total $12,607,000
•The PUB and City Council recently approved a $3 million reimbursement ordinance for the Fleet Building
Construction.
April 27, 2021, ID 21-822 136
88
FUND BALANCE ANALYSIS
Solid Waste Utility Reserves
FY 19-20 Operating Budget
Minimum Targets (in % of
operating expenses)
Minimum
Reserve
Denton $38,450,401 14%$6,152,064
Arlington $6,411,000 25%$1,580,795
Dallas $122,129,201 22%$26,868,424
Fort Worth $69,412,429 25%$17,535,107
Garland $21,986,280 8%$1,758,902
Plano $8,444,388 25%$2,082,178
Overview
•Recently, the Finance Department completed an in-depth fund balance analysis.
•The analysis looked at the policy of several municipal owned solid waste management utilities.
•The solid waste fund currently has a minimum reserve target of 14% with a max of 18%.
•The current Solid Waste fund balance is $11M, or 29%.
•Based on staff’s findings, we are not recommending a change to the reserve targets.
April 27, 2021, ID 21-822 137
99
NEXT STEPS
•April 26, 2021 –FY 2021-22 Budget priorities presentation
•May –September 2021 –Begin the FY 2021-22 Operating and Capital Budget
April 27, 2021, ID 21-822 138
10
QUESTIONS?
139
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-845,Version:1
AGENDA CAPTION
Consultation with Attorneys - Under Texas Government Code Section 551.071
Consult with the City’s attorneys on the handling and disclosure of confidential and attorney/client privileged
documents and information where a public discussion of these legal matters would conflict with the duty of the
City’s attorneys to the City of Denton and Denton City Council under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas.
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™140
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-754,Version:1
AGENDA CAPTION
Consider approval of the minutes of April 13, 2021.
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™141
CITY OF DENTON CITY COUNCIL MINUTES April 13, 2021
After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, April 13, 2021, at 3:01 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia
Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None
Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal.
Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer participated in the work session, closed meeting, and meeting via video/teleconference under the provisions
allowed by the Texas Government Code Section 551.127
The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process was not read, each member of the City Council received each registration as it was submitted.
WORK SESSION
1. Citizen Comments on Consent Agenda Items
None
2. Requests for clarification of agenda items listed on this agenda.
• Clarification was requested on the following items:
o Mayor Pro Tem Davis: Item 21-637
• The following item(s) were/was pulled for Individual Consideration: o None
3. Work Session Reports
A. ID 20-2553 Receive a report, hold a discussion, and give staff direction regarding Audit Project 019 - Municipal Court Payments.
The item was presented and discussion followed.
142
City of Denton City Council Minutes April 13, 2021 Page 2
Following discussion, there was no direction provided as the item was for presentation/discussion purposes.
B. ID 21-384 Receive a report, hold a discussion and give staff direction regarding a mid-year
update for the Denton Economic Development Partnership.
The item was presented and discussion followed.
Following discussion, there was no direction provided as the item was for presentation/discussion purposes.
C. ID 21-499 Receive a report, hold a discussion, and give staff direction regarding a request for a resolution of the City of Denton stating no objection to the JES Dev Co, Inc. 4% housing tax credit application to Texas Department of Housing and Community Affairs for proposed
new construction of Pebblebrook Parkside Apartments in Denton, Texas to provide
affordable rental housing.
The item was presented and discussion followed. Following discussion, City Council consensus was to have the item presented for consideration on April 27.
D. ID 21-662 Receive a report, hold a discussion, and give staff direction regarding the rehabilitation and future use of City Hall West.
The item was presented and discussion followed.
Following discussion, City Council consensus was to proceed with staff recommendation to issue an RFI and subsequent RFQ and concurrently solicit architectural/construction firms for interior demolition.
E. ID 21-190 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1) Put forward for council consideration of an ordinance that no one on a ballot is eligible to
be added to a board or commission. NOT PRESENTED
2) A work session to discuss directing to the Public Art Committee to establish a city-led public-private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park. PRESENTED
The item was presented and discussion followed.
143
City of Denton City Council Minutes April 13, 2021 Page 3
• Item 21-190 (1) Put forward for council consideration of an ordinance that no one on a
ballot is eligible to be added to a board or commission.
o NOT PRESENTED; PULLED FROM PRESENTATION BY COUNCIL MEMBER RYAN
• Item 21-190 (2) A work session to discuss directing to the Public Art Committee to
establish a city-led public-private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park. o Consensus for a future work session. The Work Session ended at 4:46 p.m.
CLOSED MEETING 1. The City Council convened into a Closed Meeting at 4:46 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows.
A. ID 21-723 Consultation with Attorneys - Under Texas Government Code Section 551.071
Consult with the City’s attorneys and provide direction pertaining to the legal status, legal analysis, legal strategy, and potential resolution of litigation in Cause No. D-1-GN-21-001227, styled "City of Denton, Texas v. Electric Reliability Council of Texas (ERCOT)," pending in the 353rd Judicial District Court, Travis County, Texas; where discussion of these legal matters in an open meeting 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 otherwise compromise the City’s legal position in pending litigation.
DELIBERATED The closed meeting started at 5:23 p.m. and ended at 6:04 p.m. No votes or actions were taken during the closed meeting. 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, April 13, 2021, at 6:16 p.m. in the Council
Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer
ABSENT: None Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal.
144
City of Denton City Council Minutes April 13, 2021 Page 4
Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer participated in the work session, closed meeting and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127 The posted agenda noted the registration process for public participation at this virtual
meeting. While citizen commentary received via the online registration process is not read, each member of the City Council received each registration as it was submitted.
1. CONSENT AGENDA
The Consent Agenda consisted of Items 1.A-E. No items were pulled for Individual Consideration. Council Member Meltzer moved to approve the Consent Agenda as presented. Motion seconded
by Council Member Ryan. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer
NAYS (0): None
A. ID 21-650 Consider approval of the minutes of April 5, 2021 (Joint Meeting with Public Utilities Board) and the April 5, 2021.
APPROVED
B. ID 21-644 Consider adoption of an ordinance of the City of Denton, a Texas home-rule
municipal corporation ("City"), approving the purchase and exchange of (1) a 2.960 acre fee simple tract; (2) a 1.550 acre fee simple tract; and (3) a drainage easement encumbering 0.029 acres, each located in the David Hough Survey, Abstract No. 646, Denton, Denton County, Texas and owned by Kevin Nelms and Richard Greb and wife, Nancy Greb ("Nelms-
Greb"), for a 3.457 acre tract, also located in the David Hough Survey and owned by the
City, plus the payment by City of $248,793.00 (the "Purchase and Exchange"); authorizing the City Manager in accordance with Texas Local Government Code §272.001(b)(3) to execute a real estate Purchase and Exchange Agreement with Nelms-Greb, together with any other documents necessary to close the Purchase and Exchange; authorizing the expenditure
of funds therefor; and providing an effective date.
ASSIGNED ORDINANCE NO. 21-644
C. ID 21-637 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract
with CivicPlus, LLC, for website design, hosting, and maintenance for the
www.cityofdenton.com website for the Public Affairs and Customer Service Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7456 - awarded to CivicPlus, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $150,000.00).
ASSIGNED ORDINANCE NO. 21-637
145
City of Denton City Council Minutes April 13, 2021 Page 5
All members of the City Council received the comments as submitted and had the opportunity to review all submissions prior to the start of the meeting and consider such
comments when voting on the item. The summary of public commentary/registrations are noted in Exhibit A.
D. ID 21-638 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Universe Technical Translation, Inc., through the Buy Board Cooperative Purchasing Network Contract # 614-20, for the purchase of telephone interpreter services for Customer
Service; providing for the expenditure of funds therefor; and providing an effective date (File
7524 - awarded to Universe Technical Translation, Inc., for one (1) year, with the option for two (2) additional one (1) year renewals, in the total three (3) year not-to-exceed amount of $300,000.00).
ASSIGNED ORDINANCE NO. 21-638
E. ID 21-599 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with DBT Transportation Services LLC, for Airport tower equipment upgrades; providing for the expenditure of funds therefor; and providing an effective date (RFP 7627 - awarded
to DBT Transportation Services LLC, in the not-to-exceed amount of $188,205.00).
ASSIGNED ORDINANCE NO. 21-599
All members of the City Council received the comments as submitted and had the opportunity to review all submissions prior to the start of the meeting and consider such comments when voting on the item. The summary of public commentary/registrations are noted in Exhibit A.
2. ITEMS FOR INDIVIDUAL CONSIDERATION
A. ID 21-724 Consider approval of a resolution of the City of Denton opposing the application for an air quality standard permit, Registration 163864, which would authorize the construction of concrete batch plant by Platas Concrete, Inc. approximately 0.37 miles west of the intersection of Farm-to-Market 428 and Wildcat Road, Aubrey, Denton County,
Texas, directing said opposition be delivered to the Texas Commission on Environmental
Quality (TCEQ), and requesting denial of the application; and providing an effective date.
ASSIGNED RESOLUTION NO. 21-724
All members of the City Council received the comments as submitted and had the opportunity to review all submissions prior to the start of the meeting and consider such comments when voting on the item. The summary of public commentary/registrations are noted in Exhibit A.
The item was presented and discussion followed.
146
City of Denton City Council Minutes April 13, 2021 Page 6
Following discussion, Council Member Meltzer moved to adopt the item as presented. Motion seconded by Council Member Armintor. Motion carried.
AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None
3. CONCLUDING ITEMS
Council Members expressed items of interest. With no further business, the meeting was adjourned at 6:25 p.m.
____________________________________ ____________________________________ GERARD HUDSPETH ZOLAINA PARKER
MAYOR DEPUTY CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS
MINUTES APPROVED ON: ____________________________________
147
Name Last Address City Agenda Item Position Method CommentsSherry Darby 425 Magnolia Street Denton 21-599 Opposed Online Sorry is this the agenda item for more apartments. Can’t tell. Virtually means you don’t care since Iwould drive down to city hall look at planning department documents and make educated judgement. Nomore apartments according to your construction update multifamily permits exceeded single familypermits. Virtually means you must really like out of town/state developers since they are all watching youperform on cameras. Sherry Darby 425 Magnolia Street Denton 21-637 Opposed Online Maintained rec pass and unable to use this software since denied access to senior citizens center. Cansomeone just collect a dollar every time someone walks in the door? Waiting for senior citizensnewsletter to arrive in the mail. All this ‘product development’ is stupid. Keep it no tech please. FlowerMound library staff print off monthly calendar and give to patrons. How much does a ream of papercost? You don’t care.Ralph DePalma 6140 Wildcat Road Aubrey 21-724 Support Online New Platus concrete batch plant threatens the Treasured Greenbelt recreation area,Lake Dallasrecreation area and North Texas drinking water. I vehemently oppose the construction of this plant.Those in opposition to this plant are: The Greenbelt Alliance, Aubrey CityCouncil and Mayor, AubreyCity Manger, Rep. Jared Patterson, Rep. Dr. Lynn Stucky, Texas Parks & Wildlife, Army Core ofEngineers, LORTTA-Equestrian Trails, and 1000’s of local residents.CarolNichols 12070 Bell Road Pilot Point 21-724 Support Online I agree with this proposal - I OPPOSE the concrete batch plant. It will damage the beautiful recreationarea of the Greenbelt. I am a property owner at 12070 Bell Road in Pilot Point and on the boards of theGreenbelt Alliance of Denton Co and the Lake Ray Roberts Equestrian Trails Association. Ourvolunteers and the Park Rangers have invested time and money to provide a unique recreationalexperience along the Greenbelt for hikers, bikers and equestrians. No to the plant. April 13, 2021 City Council Regular Meeting - EXHIBIT ASpeaker Commentaries/RegistrationsOnline, Email, PhoneNOTE: Comments for those citizens addressing the City Council are an abbreviated summary. Information contained within this exhibit includes only commentary for Open Microphone, Consent, Individual Consideration and Public Hearing Items.148
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-501,Version:1
Consider approval of a resolution of the City of Denton stating no objection to the JES Dev Co,Inc.4%
housing tax credit application to Texas Department of Housing and Community Affairs for proposed new
construction of Pebblebrook Parkside Apartments in Denton,Texas to provide affordable rental housing;and
providing an effective date.
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™149
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Community Services
CM/ DCM/ ACM: Sara Hensley, Interim City Manager
DATE: April 27, 2021
SUBJECT
Consider approval of a resolution of the City of Denton stating no objection to the JES Dev Co, Inc. 4%
housing tax credit application to Texas Department of Housing and Community Affairs for proposed new
construction of Pebblebrook Parkside Apartments in Denton, Texas to provide affordable rental housing;
and providing an effective date.
BACKGROUND
The Texas Department of Housing and Community Affairs (TDHCA) offers a Housing Tax Credit program
as one of the primary means of directing private capital toward the development and preservation of
affordable rental housing for low-income households. Typical projects include apartment complexes, rental
townhomes, mixed-income and mixed-use properties, supportive housing for those with special needs, and
independent living facilities for seniors.
There are two types of Housing Tax Credit (HTC) programs available: a 4% (non-competitive) and a 9%
(competitive) program. Both programs have unique features and rules; however, in general, current policy
from the TDHCA for 9% includes a scoring item that developers receive resolutions of support or no
objection from the municipality in which the project is located. For the 4% program, there are threshold
documents requiring that developers receive resolutions of no objection from the municipality in which the
project is located.
The tax credits are awarded to eligible participants and provide a source of equity financing for the
development of affordable housing. Investors in qualified affordable multifamily residential developments
can use the HTCs as a dollar-for-dollar reduction of federal income tax liability. The value associated with
the HTCs allows housing to be leased to qualified families at below market rate rents. The Non-Competitive
(4%) Housing Tax Credit program is coupled with the Multifamily Bond Program when the bonds finance
at least 50% of the cost of the land and buildings in the Development.
To meet the City of Denton housing and development objectives, it is the City’s policy to analyze projects
requesting support for proposed Housing Tax Credits (HTC). Such analysis will determine if the project(s)
comply with the principles and policies found in the City’s Denton 2030 Plan, the 5-Year Consolidated Plan
for Housing and Community Development, as well as various other master, strategic, and redevelopment
or neighborhood plans, adopted by the City of Denton. The goal of this analysis is to (a) establish if HTC
projects merit local support, and (b) prioritize HTC submissions if more than a single proposal is received
during an evaluation period. The Community Development Division serves as the City’s primary staff and
point of contact for all HTC programs. Developers seeking consideration by the City of Denton for either a
Resolution of Support or a Resolution of No Objection, for an HTC from TDHCA may review the HTC
Policy and must submit a request for support using the City Council approved HTC Application.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
150
DISCUSSION
The City has received an application submitted to Community Services seeking a Resolution of No
Objection for a 4% Housing Tax Credit application to TDHCA for new construction (Exhibit 2). Staff
presented an overview of the application and the proposed project with the developer to City Council at the
April 13, 2021 meeting. Consideration of a resolution of no objection for the HTC is on the April 27, 2021
meeting agenda for City Council.
Consideration for the provision of the Resolution of No Objection affirms that City Council has no objection
for this proposed Project’s application to TDHCA to facilitate the possible award of Housing Tax Credits
to fund the Affordable Housing Project. All development specific requirements for each step of a proposed
development project will be required through the Development Review Process.
PROJECT - Pebblebrook Parkside Figure 1
• Project Type: General, New Construction
• Location: 201 S Loop 288, Denton, TX
• City Council District: 1
151
• Developers: JES Dev Co, Inc.
• Current Zoning: The current zoning is SC - Suburban Corridor. A Specific Use Permit (SUP) will
be required. The SUP procedure provides a mechanism for the city to evaluate proposed
development and land uses that have unique or widely varying operating characteristics or unusual
features. This procedure is intended to ensure compatibility with surrounding areas and that
adequate mitigation is provided for anticipated impacts
• Tenant access to services: Planned partnership with Serve Denton and Grace Like Rain through a
Memorandum of Understanding to provide the following types of services at no charge to the
residents:
▪ Annual tax preparation by partnering with the United Way and VITA
▪ Monthly food pantry by partnering with the Hunger Coalition
▪ Annual health fair by partnering with the local health department and hospitals
▪ Weekly exercise classes in the fully furnished fitness center
▪ Quarterly resident activities with local law enforcement agencies
▪ Notary services
▪ Twice monthly recreation activities
▪ Twice monthly social events
▪ Proximity to community resources for the residents as outlined in the chart below:
• Project Amenities: Pebblebrook Parkside proposes to have amenities for its residents that plans to
include:
▪ Proposed unit amenities include:
▪ Covered Entries
152
▪ 9’ Ceilings
▪ Energy rated windows with Blinds or window coverings, and Screens
▪ 15 SEER HVAC
▪ Hard surface floors in the Kitchen, Living Room, and Bathrooms
▪ Microwaves
▪ Self-cleaning Oven with range
▪ Disposal and Energy-Star dishwasher
▪ Energy-Star refrigerator with ice maker
▪ Energy-Star laundry equipment in each unit
▪ Wired for current cabling technology for data and phones
▪ Exhaust/vent fans vented outside in the bathrooms
▪ LED Lighting in Kitchen and Living Room
▪ Energy-Star ceiling fans in the Living Room and Bedrooms
▪ Proposed community amenities include:
▪ Gated Swimming Pool
▪ Fitness Center
▪ Business Center with Wi-Fi, computers and printing station
▪ Security cameras
▪ Children’s Playscape with an adjacent gazebo
▪ Community building including kitchen, Wi-Fi throughout, and furnished to host
▪ community events
▪ Covered community porch
▪ BBQ grills and picnic tables
▪ Library
▪ Bicycle Parking
▪ Community Garden
▪ All-purpose Activity
• Taxable Status of the Development: The development will be subject to property taxes and stay
fully on the tax rolls. JES is not seeking any form of tax abatement and the property will
contribute to the overall tax base into the future.
• Proposed Unit Breakdown: This development proposal features the construction of 216 general
occupancy apartment units. The income restrictions for these units will range from 50% of Area
Median Income (AMI) – 70% of AMI.
• Proposed Unit Sizes: 746 - 1,188 sq. ft.
• Projected Rents: Average rents will be $753-$1,139 for a 1 bedroom, $900-$1,422 for a 2 bedroom,
and $1,032-$1,793 for a 3 bedroom.
• Length of Affordability: 30 Years
• Experience: The developer, JES Dev Co, Inc., has developed 120 apartment communities with over
5,000 residential units and maintains an average occupancy of over 95%. The construction firm,
Fairway Construction Co, Inc., has over 200 apartment communities across a ten-state portfolio with
over 5,000 units. The property management company, Alpha Barnes Real Estate Services, Inc., a
full-service management firm managing approximately 30,000 multifamily units with over 20,000
units in Texas.
153
Figure 2
OPTIONS
1. Approve a Resolution
2. Do Not Approve the Resolution
EXHIBITS
1. Agenda Information Sheet
2. Application for a Resolution of No Objection
Respectfully submitted:
Dani Shaw
Community Services Manager
154
RESOLUTION NO.
A RESOLUTION OF THE CITY OF DENTON STATING NO OBJECTION TO THE JES DEV
CO, INC. 4% HOUSING TAX CREDIT APPLICATION TO TEXAS DEPARTMENT OF
HOUSING AND COMMUNITY AFFAIRS FOR PROPOSED NEW CONSTRUCTION OF
PEBBLEBOOK PARKSIDE APARTMENTS IN DENTON, TEXAS TO PROVIDE
AFFORDABLE RENTAL HOUSING; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, JES Dev Co, Inc., ("Applicant") is proposing the new construction of a multi-
family affordable rental housing development to be located at approximately 201 S. Loop 288,
Denton, Texas 76205, in Denton, Denton County, Texas to be named Pebblebrook Parkside
Apartments (the "Project"); and
WHEREAS, the Applicant has advised the City of Denton (the “City”) that it intends to
submit an application to the Texas Department of Housing and Community Affairs ("TDHCA")
for 2021 Non-Competitive 4% Housing Tax Credit funds to provide equity financing for the
Project (the “Application”); and
WHEREAS, Applicant has requested a resolution stating no objection from the City; and
WHEREAS, the City Council of the City of Denton wishes to state it has no objection to
this proposed Project’s application to TDHCA to facilitate the possible award of Housing Tax
Credits to the Project; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. The recitals contained in the preamble of this Resolution are incorporated
by reference into the body of this Resolution as if fully set forth herein.
SECTION 2. In accordance with the requirements of Texas Government Code
§2306.67071 (2013) and Texas Administrative Code Rule §11.204(4) (2020), it is hereby found
that:
1. Notice has been provided to the City in accordance with Texas Government Code
§2306.67071(a) (2013); and
2. The City has had sufficient opportunity to obtain a response from the Applicant
regarding any questions or concerns about the proposed Application; and
3. The City has held a hearing at which public comment may be made on the proposed
Application in accordance with Texas Government Code §2306.67071(b) (2013); and
4. After due consideration of the information provided by the Applicant and public
comment, the City does not object to the proposed Application; and
SECTION 3. The City Manager is hereby authorized, empowered, and directed to certify
this Resolution to the TDHCA.
155
SECTION 4. The City Council hereby approves and authorizes the execution on behalf
of the City of all other documents and writings whatsoever that may be necessary or convenient,
in the reasonable opinion of either the City Manager or the City Attorney, for carrying out this
Resolution.
SECTION 5. This Resolution shall be effective as of its date of approval and passage by
City Council.
The motion to approve this Resolution was made by __________________________ and
seconded by _________________________________. The Resolution was passed and approved
by the following vote [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Birdia Johnson, District 1:
Connie Baker, 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 ___________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: __________________________________ Kendra Kennedy
156
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-746,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing
the approval of a second amendment to a Professional Services Agreement between the City of Denton and
James R.Kirkpatrick,Architect,Inc.dba Kirkpatrick Architecture Studio,amending the contract approved by
City Council on October 6,2020,in the not-to-exceed amount of $116,955.00;amended by Amendment 1
approved by Purchasing;said second amendment to provide additional engineering and construction services
for 909 North Loop 288 for Community Services;providing for the expenditure of funds therefor;and
providing an effective date (File 7453 -providing for an additional second amendment expenditure amount not-
to-exceed $404,150.00, with the total contract amount not-to-exceed $526,920.00).
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™157
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: April 27, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the approval of a second amendment to a Professional Services Agreement between the City of
Denton and James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio, amending the
contract approved by City Council on October 6, 2020, in the not-to-exceed amount of $116,955.00;
amended by Amendment 1 approved by Purchasing; said second amendment to provide additional
engineering and construction services for 909 North Loop 288 for Community Services; providing for the
expenditure of funds therefor; and providing an effective date (File 7453 – providing for an additional
second amendment expenditure amount not-to-exceed $404,150.00, with the total contract amount not-to-
exceed $526,920.00).
INFORMATION/BACKGROUND
In support of initiatives relating to the housing crisis response system and to provide public assistance to
individuals experiencing and at-risk of homelessness, staff was directed to pursue the acquisition of the
property at 909 North Loop 288.
Property
The tract is located at 909 North Loop 288, on the west side of Loop 288 between US 377/380 (University
Drive) and FM 426 (McKinney Street).
The property was originally designed as a nursing facility in 1975 and underwent improvements from 2004-
2005, transforming the facility into its current use. The building is approximately 34,284 square feet on +/-
5.1 acres. The building is a one-story H-frame garden office building on a concrete slab foundation with
two spacious courtyards and +/- 2.0 acres of land for future development opportunities. Staff entered into
negotiations and a contract for purchase between the City and City Council approved a Contract for Sale
for the purchase (Ordinance No. 20-837) on April 21, 2020. Following the completion of the owner repairs
required on June 30, 2020 (Ordinance No. 20-1235), the purchase was completed, and ownership
transferred to the City on August 28, 2020.
Building Potential
The H-frame building is divided into four main wings with a common area center core (Area A wing =
6,720 SF, Area B wing = 7,252 SF, Area C wing = 8,474 SF, Area D wing = 8,422 SF, and Common Area
Center Core = 3,416 SF). The layout of this building could be advantageous for the division of services for
a multi-functioning building combining a food kitchen, day center, shelter, and other supportive services.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
158
Expansion Potential on Undeveloped Land
Directly behind the building and parking lot is +/- 2.0 acres of vacant land marketed as a future development
pad site, in compliance with current zoning of Public Facility (PF) designation. However, there are City
electric and drainage easements on this vacant land that may impact the development of the land.
To the west and north of the Property, the City of Denton owns approximately 26 acres of land (located at
1101 North Loop 288 and 1105 South Loop 288) with a Public Facilities (PF) zoning designation. The City-
owned land to the west of the Property contains electric transmission lines and some utility easements. The
City-owned land to the north of the Property was used for a staging area by DME for capital improvement
projects.
To the south of the Property, there is currently undeveloped land at 801 North Loop 288 owned by the
Singing Oaks Church of Christ of Denton with Residential 7 (R7) zoning.
Location and Access
The Property is located on the west side of Loop 288 and with the recent lane expansion of Loop 288 to a
six-lane loop, this gives easy access to Denton’s main roads: approximately a half a mile south of US
380/US 377 (University Drive) and approximately four miles east of Interstate 35E/35W. There are several
major transportation expansion projects on or near Loop 288 within five miles of the Property underway.
The Property is located within a half-mile of Serve Denton, a 32,500-square foot building serving as the
landlord to multiple non-profit agencies and services.
There is DCTA Route 4 with a stop marker directly in front of the Property.
Parking
The Property includes 84 existing parking spaces, ten of which in each of the east, west, and north areas are
handicap spaces. (Handicap parking areas, such as on the north side, can be restriped to increase surface
parking to provide an additional five to six spaces).
Capital Improvements
Capital improvements must be made to the building to accommodate for the proposed use and day-to-day
operations. On October 6, 2020, City Council approved a contract with Kirkpatrick Architecture Studio for
the design services for the property. These services have been completed providing for the Cost and
Schedule of the Project ready for the General Contractor Bid. Phase three for these professional services
will include 100% Construction Documents, Bidding and Negotiation, and Construction Administration of
the project through completion.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On April 21, 2020, City Council approved the Contract for Sale for the purchase of 909 North Loop 288 of
(Ordinance 20-837).
On June 16, 2020, the City Manager signed the Second Amendment to the Contract for Sale, extending
both the Absolute Review Period and the Closing Date.
On June 23, 2020, the City Manager signed the Third Amendment to the Contract for Sale, again extending
the Absolute Review Period and the Closing Date.
On June 30, 2020, the City Manager signed the Fourth Amendment to the Contract for Sale to allow the
current owner to address the City's concerns and for the owner to compete for remediation of issues
159
including all leases shall have been terminated and tenants shall have vacated the property; all roof repairs
needed on the Property shall be completed, and asbestos remediation of the Property shall be completed.
inspected and reported (Ordinance No. 20-1235).
On October 6, 2020, City Council approved a contract with James R. Kirkpatrick, Architect, Inc. dba
Kirkpatrick Architecture Studio in the not-to-exceed amount of $116,955 (Ordinance 20-1951).
On February 1, 2021, Purchasing approved a first amendment with James R. Kirkpatrick, Architect, Inc.
dba Kirkpatrick Architecture Studio in the not-to-exceed amount of $122,770.
On February 23, 2021, staff presented an update on the project including the Management Services
Agreement draft for the operation of services and management of the Facility, the progress on the Design
Development, and the anticipated timeline for the completion of facility construction.
RECOMMENDATION
Award Amendment 2 with James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio,
additional engineering and construction services for 909 North Loop 288 for Community Services, in the
not-to-exceed amount of $404,150, for a total amended contract amount of $526,920.
PRINCIPAL PLACE OF BUSINESS
James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date by December 2022.
FISCAL INFORMATION
These services will be funded from General Government Project Funds.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Original Ordinance and Contract
Exhibit 3: Amendment 1
Exhibit 4: Ordinance and Amendment 2
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Dani Shaw, 940-349-7237.
Legal point of contact: Marcella Lunn at 940-349-8333.
160
ORDINANCE NO.20-1951
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH JAMES R. KIRKPATRICK, ARCHITECT, INC. DBA
K[RKPATRICK ARCHITECTURE STUDIO, FOR THE DESIGN SERVICES OF 909 NORTH
LOOP 288 FOR COMMUNITY SERVICES AS SET FORTH N THE CONTRACT; PROvmiNG
FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROV[DING AN EFFECTIVE DATE
(RFQ 7453 – PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES
AWARDED TO JAMES R. KIRKPATRICK, ARCHITECT. NC. DBA KTRKPATRICK
ARCHITECTURE STUDIO, IN THE NOT-TO-EXCEED AMOUNT OF $116,955).
WHEREAS, James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio, the
professional services provider (the “Provider”) set forth in this ordinance is being selected as the
most highly qualified on the basis of its demonstrated competence and qualifications to perform the
proposed professional services; and
WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider’s profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is authorized to enter into a professional service contract
with James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio, for the design services
of 909 North Loop 288 for Community Services, a copy of which is attached hereto and incorporated
by reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The City Council of the City of Denton 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 for the design services of 909 North Loop 288 for Community Services, to the City
Manager of the City of Denton or his designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference
161
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by BoY\A V\\lcxr) and seconded by
FLU \ PIe, \ nec , the ordinance was passed and approved by the following
vote [5' - A:
Aye Nay Abstain Absent
aMayor 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:
q/
jd
-/
Id
/
-L
PASSED AND APPROVED thi, th, bfb day of Odobe(, 2020.
in(Am
Gerard Hudspeth, Mayor Pro Tem
162
ATTEST:
ROSA RIOS, CITY SECRETARY
_ /g&?b .
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
re,k~/’M.Lk
163
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
$'%%#" #!
$&"$(!&
'$ !&
164
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 1 of 17
STANDARD AGREEMENT FOR ARCHITECTURAL RELATED
PROFESSIONAL SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio, with
its corporate office at 100 W Mulberry St, Denton, Texas 76201 and authorized to do
business in Texas, ("ARCHITECT"), for a PROJECT generally described as: Design
Services for 909 N Loop 288 (the "PROJECT").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the ARCHITECT, and the ARCHITECT hereby
agrees to perform, professional architectural services set forth in RFQ 7453 – Design
Services for 909 N Loop 288, which is on file at the purchasing office, and the Scope
of Services attached hereto as Attachment A. These services shall be performed in
connection with the PROJECT.
B. Additional services, if any, will be requested in writing by the CITY. CITY shall not
pay for any work performed by ARCHITECT or its consultants, subcontractors and/or
suppliers that has not been ordered in advance and in writing. It is specifically
agreed that ARCHITECT shall not be compensated for any additional work resulting
from oral orders of any person.
SECTION 2
Compensation and Term of Agreement
A. The ARCHITECT shall be compensated for all services provided pursuant to this
AGREEMENT in an amount not to exceed $116,955 in the manner and in accordance
with the fee schedule as set forth in Attachment A. Payment shall be considered full
compensation for all labor, materials, supplies, and equipment necessary to
complete the services described in Attachment A.
B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall
be for a term beginning upon the effective date, as described below, and shall continue
for a period which may reasonably be required for the completion of the PROJECT,
until the expiration of the funds, or completion of the PROJECT and acceptance by the
CITY, whichever occurs first. ARCHITECT shall proceed diligently with the PROJECT
to completion as described in the PROJECT schedule as set forth in Attachment B.
SECTION 3
Terms of Payment
Payments to the ARCHITECT will be made as follows:
165
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 2 of 17
A. Invoice and Payment
(1) The Architect shall provide the City sufficient documentation, including but not
limited to meeting the requirements set forth in the PROJECT schedule as set
forth in Attachment B to reasonably substantiate the invoices.
(2) The ARCHITECT will issue monthly invoices for all work performed under this
AGREEMENT. Invoices for the uncontested performance of the particular
services are due and payable within 30 days of receipt by City.
(3) Upon completion of services enumerated in Section 1, the final payment of any
balance for the uncontested performance of the services will be due within 30
days of receipt of the final invoice.
(4) In the event of a disputed or contested billing, only that portion so contested will
be withheld from payment, and the undisputed portion will be paid. The CITY
will exercise reasonableness in contesting any bill or portion thereof. No
interest will accrue on any contested portion of the billing until mutually resolved.
(5) If the CITY fails to make payment in full to ARCHITECT for billings contested in
good faith within 60 days of the amount due, the ARCHITECT may, after giving
7 days' written notice to CITY, suspend services under this AGREEMENT until
paid in full. In the event of suspension of services, the ARCHITECT shall have
no liability to CITY for delays or damages caused the CITY because of such
suspension of services.
SECTION 4
Obligations of the ARCHITECT
A. General
The ARCHITECT will serve as the CITY's professional architect representative under this
AGREEMENT, providing professional architectural consultation and advice and furnishing
customary services incidental thereto.
B. Standard of Care
The ARCHITECT shall perform its services:
(1) with the professional skill and care ordinarily provided by competent architects
practicing in the same or similar locality and under the same or similar
circumstances and professional license; and
(2) as expeditiously as is prudent considering the ordinary professional skill and
care of a competent architect.
166
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 3 of 17
C. Subsurface Investigations
(1) The ARCHITECT shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and architectural work to be
performed hereunder. The ARCHITECT shall also advise the CITY concerning
the results of same. Such surveys, tests, and investigations shall be furnished
by the CITY, unless otherwise specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations, the
actual characteristics may vary significantly between successive test points and
sample intervals and at locations other than where observations, exploration,
and investigations have been made. Because of the inherent uncertainties in
subsurface evaluations, changed or unanticipated underground conditions may
occur that could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of the
ARCHITECT.
D. Preparation of Architectural Drawings
The ARCHITECT will provide to the CITY the original drawings of all plans in ink on
reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by
CITY, which shall become the property of the CITY. CITY may use such drawings in any
manner it desires; provided, however, that the ARCHITECT shall not be liable for the use
of such drawings for any project other than the PROJECT described herein.
E. Architect's Personnel at Construction Site
(1) The presence or duties of the ARCHITECT 's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ARCHITECT
or its personnel in any way responsible for those duties that belong to the CITY
and/or the CITY's construction contractors or other entities, and do not relieve
the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and
completing all portions of the construction work in accordance with the
AGREEMENT Documents and any health or safety precautions required by
such construction work. The ARCHITECT and its personnel have no authority
to exercise any control over any construction contractor or other entity or their
employees in connection with their work or any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Attachment A, the ARCHITECT or its personnel shall have no obligation or
responsibility to visit the construction site to become familiar with the progress
or quality of the completed work on the PROJECT or to determine, in general, if
167
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 4 of 17
the work on the PROJECT is being performed in a manner indicating that the
PROJECT, when completed, will be in accordance with the AGREEMENT
Documents, nor shall anything in the AGREEMENT Documents or this
AGREEMENT between CITY and ARCHITECT be construed as requiring
ARCHITECT to make exhaustive or continuous on-site inspections to discover
latent defects in the work or otherwise check the quality or quantity of the work
on the PROJECT. If the ARCHITECT makes on-site observation(s) of a
deviation from the AGREEMENT Documents, the ARCHITECT shall inform the
CITY.
(3) When professional certification of performance or characteristics of materials,
systems or equipment is reasonably required to perform the services set forth in
the Scope of Services, the ARCHITECT shall be entitled to rely upon such
certification to establish materials, systems or equipment and performance
criteria to be required in the AGREEMENT Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ARCHITECT shall provide opinions of probable costs based on the current
available information at the time of preparation, in accordance with
Attachment A.
(2) In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, the ARCHITECT has no control over cost or
price of labor and materials; unknown or latent conditions of existing equipment
or structures that may affect operation or maintenance costs; competitive
bidding procedures and market conditions; time or quality of performance by
third parties; quality, type, management, or direction of operating personnel; and
other economic and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ARCHITECT makes no warranty
that the CITY's actual PROJECT costs, financial aspects, economic feasibility,
or schedules will not vary from the ARCHITECT 's opinions, analyses,
projections, or estimates.
G. Construction Progress Payments
Recommendations by the ARCHITECT to the CITY for periodic construction progress
payments to the construction contractor will be based on the ARCHITECT 's knowledge,
information, and belief from selective sampling and observation that the work has
progressed to the point indicated. Such recommendations do not represent that
continuous or detailed examinations have been made by the ARCHITECT to ascertain
that the construction contractor has completed the work in exact accordance with the
AGREEMENT Documents; that the final work will be acceptable in all respects; that the
ARCHITECT has made an examination to ascertain how or for what purpose the
construction contractor has used the moneys paid; that title to any of the work, materials,
168
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 5 of 17
or equipment has passed to the CITY free and clear of liens, claims, security interests, or
encumbrances; or that there are not other matters at issue between the CITY and the
construction contractor that affect the amount that should be paid.
H. Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of information compiled
and furnished by others, and may not always represent the exact location, type of various
components, or exact manner in which the PROJECT was finally constructed. The
ARCHITECT is not responsible for any errors or omissions in the information from others
that is incorporated into the record drawings.
I. Right to Audit
(1) ARCHITECT agrees that the CITY shall, until the expiration of five (5) years
after final payment under this AGREEMENT, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers and
records of the ARCHITECT involving transactions relating to this AGREEMENT.
ARCHITECT agrees that the CITY shall have access during normal working
hours to all necessary ARCHITECT facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The CITY shall give ARCHITECT reasonable
advance notice of intended audits.
(2) ARCHITECT further agrees to include in all its subconsultant agreements
hereunder a provision to the effect that the subconsultant agrees that the CITY
shall, until the expiration of five (5) years after final payment under the
subcontract, have access to and the right to examine and photocopy any
directly pertinent books, documents, papers and records of such subconsultant,
involving transactions to the subcontract, and further, that the CITY shall have
access during normal working hours to all subconsultant facilities, and shall be
provided adequate and appropriate work space, in order to conduct audits in
compliance with the provisions of this section together with subsection (3)
hereof. CITY shall give subconsultant reasonable advance notice of intended
audits.
(3) ARCHITECT and subconsultant agree to photocopy such documents as may
be requested by the CITY. The CITY agrees to reimburse ARCHITECT for the
cost of copies at the rate published in the Texas Administrative Code in effect as
of the time copying is performed.
169
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 6 of 17
J. INSURANCE
(1) ARCHITECT’S INSURANCE
a. Commercial General Liability – the ARCHITECT shall maintain
commercial general liability (CGL) and, if necessary, commercial
umbrella insurance with a limit of not less than $1,000,000.00 per each
occurrence with a $2,000,000.00 aggregate. If such Commercial General
Liability insurance contains a general aggregate limit, it shall apply
separately to this PROJECT or location.
i. The CITY shall be included as an additional insured with all rights
of defense under the CGL, using ISO additional insured
endorsement or a substitute providing equivalent coverage, and
under the commercial umbrella, if any. This insurance shall apply
as primary insurance with respect to any other insurance or self-
insurance programs afforded to the CITY. The Commercial
General Liability insurance policy shall have no exclusions or
endorsements that would alter or nullify: premises/operations,
products/completed operations, contractual, personal injury, or
advertising injury, which are normally contained within the policy,
unless the CITY specifically approves such exclusions in writing.
ii. ARCHITECT waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained in
accordance with this AGREEMENT.
b. Business Auto – the ARCHITECT shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 each accident. Such insurance shall cover
liability arising out of “any auto”, including owned, hired, and non-owned
autos, when said vehicle is used in the course of the PROJECT. If the
architect owns no vehicles, coverage for hired or non-owned is
acceptable.
i. ARCHITECT waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the business auto liability or
commercial umbrella liability insurance obtained by ARCHITECT
pursuant to this AGREEMENT or under any applicable auto
physical damage coverage.
170
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 7 of 17
c. Workers’ Compensation – ARCHITECT shall maintain workers
compensation and employer’s liability insurance and, if necessary,
commercial umbrella liability insurance with a limit of not less than
$100,000.00 each accident for bodily injury by accident or $100,000.00
each employee for bodily injury by disease, with $500,000.00 policy limit.
i. ARCHITECT waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by workers compensation and
employer’s liability or commercial umbrella insurance obtained by
ARCHITECT pursuant to this AGREEMENT.
d. Professional Liability – ARCHITECT shall maintain professional liability, a
claims-made policy, with a minimum of $1,000,000.00 per claim and
aggregate. The policy shall contain a retroactive date prior to the date of
the AGREEMENT or the first date of services to be performed,
whichever is earlier. Coverage shall be maintained for a period of 5 years
following the completion of the AGREEMENT. An annual certificate of
insurance specifically referencing this PROJECT shall be submitted to
the CITY for each year following completion of the AGREEMENT.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that the ARCHITECT has obtained
all required insurance shall be attached to this AGREEMENT prior to its
execution.
b. Applicable policies shall be endorsed to name the CITY an Additional
Insured thereon, subject to any defense provided by the policy, as its
interests may appear. The term CITY shall include its employees,
officers, officials, agents, and volunteers as respects the contracted
services.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this AGREEMENT are provided under applicable policies
documented thereon.
d. Any failure on part of the CITY to attach the required insurance
documentation hereto shall not constitute a waiver of the insurance
requirements.
e. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the CITY. A ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent
to the respective Department Director (by name), City of Denton, 901
171
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 8 of 17
Texas Street, Denton, Texas 76209.
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self-insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ARCHITECT 's insurance policies including
endorsements thereto and, at the CITY's discretion; the ARCHITECT
may be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or
prior to the date of the AGREEMENT. The certificate of insurance shall
state both the retroactive date and that the coverage is claims-made.
k. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption nor restrictive modification or
changes from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
l. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this AGREEMENT.
m. Sub consultants and subcontractors to/of the ARCHITECT shall be
required by the ARCHITECT to maintain the same or reasonably
equivalent insurance coverage as required for the ARCHITECT. When
sub consultants/subcontractors maintain insurance coverage,
ARCHITECT shall provide CITY with documentation thereof on a
certificate of insurance.
172
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 9 of 17
K. Independent Consultant
The ARCHITECT agrees to perform all services as an independent consultant and not as
a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior
shall not apply.
L. Disclosure
The ARCHITECT acknowledges to the CITY that it has made full disclosure in writing of
any existing conflicts of interest or potential conflicts of interest, including personal financial
interest, direct or indirect, in property abutting the proposed PROJECT and business
relationships with abutting property cities. The ARCHITECT further acknowledges that it
will make disclosure in writing of any conflicts of interest that develop subsequent to the
signing of this AGREEMENT and prior to final payment under the AGREEMENT.
M. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or suspected,
the ARCHITECT will stop its own work in the affected portions of the PROJECT
to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY may
request the ARCHITECT to assist in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
N. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published design
criteria and/or current architectural practice standards which the ARCHITECT should have
been aware of at the time this AGREEMENT was executed, the ARCHITECT shall revise
plans and specifications, as required, at its own cost and expense. However, if design
changes are required due to the changes in the permitting authorities' published design
criteria and/or practice standards criteria which are published after the date of this
AGREEMENT which the ARCHITECT could not have been reasonably aware of, the
ARCHITECT shall notify the CITY of such changes and an adjustment in compensation
will be made through an amendment to this AGREEMENT.
O. Schedule
ARCHITECT shall manage the PROJECT in accordance with the schedule developed per
Attachment B to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: ARCHITECT and ARCHITECT’s agents
173
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 10 of 17
shall engage in any discriminatory employment practice. No person shall, on
the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic
testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this AGREEMENT.
(2) Americans with Disabilities Act (ADA) Compliance: ARCHITECT and
ARCHITECT’s agents shall not engage in any discriminatory employment
practice against individuals with disabilities as defined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
ARCHITECT may rely upon the accuracy, timeliness, and completeness of the information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ARCHITECT as required for the
ARCHITECT 's performance of its services. The CITY will perform, at no cost to the
ARCHITECT, such tests of equipment, machinery, pipelines, and other components of the
CITY's facilities as may be required in connection with the ARCHITECT 's services. The
CITY will be responsible for all acts of the CITY's personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and
pay for all advertisements for bids; permits and licenses required by local, state, or federal
authorities; and land, easements, rights-of-way, and access necessary for the
ARCHITECT 's services or PROJECT construction.
D. Timely Review
The CITY will examine the ARCHITECT 's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as the
CITY deems appropriate; and render in writing decisions required by the CITY in a timely
manner in accordance with the PROJECT schedule prepared in accordance with
Attachment B.
E. Prompt Notice
The CITY will give prompt written notice to the ARCHITECT whenever CITY observes or
becomes aware of any development that affects the scope or timing of the ARCHITECT 's
174
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 11 of 17
services or of any defect in the work of the ARCHITECT or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ARCHITECT will perform part of the work at CITY's
facilities that may contain hazardous materials, including asbestos containing
materials, or conditions, and that ARCHITECT had no prior role in the
generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ARCHITECT from any
damage or liability related to the presence of such materials.
(2) The release required above shall not apply in the event the discharge, release
or escape of hazardous substances, contaminants, or asbestos is a result of
ARCHITECT’s negligence or if ARCHITECT brings such hazardous substance,
contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of Article IV.E.
regarding the ARCHITECT 's Personnel at Construction Site, and provisions providing for
contractor indemnification of the CITY and the ARCHITECT for contractor's negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain no
direct action against the ARCHITECT, its officers, employees, and
subcontractors, for any claim arising out of, in connection with, or
resulting from the architectural services performed. Only the CITY
will be the beneficiary of any undertaking by the ARCHITECT."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the ARCHITECT and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any right
the CITY has to bring a claim against ARCHITECT.
175
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 12 of 17
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost value of the PROJECT. The CITY may provide ARCHITECT a copy of the
policy or documentation of such on a certificate of insurance.
J. Litigation Assistance
The Scope of Services does not include costs of the ARCHITECT for required or
requested assistance to support, prepare, document, bring, defend, or assist in litigation
undertaken or defended by the CITY. In the event CITY requests such services of the
ARCHITECT, this AGREEMENT shall be amended, or a separate agreement will be
negotiated between the parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect the ARCHITECT 's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
ARCHITECT shall be authorized to proceed with this AGREEMENT upon receipt of a
written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the
ARCHITECT, whether in hard copy or in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by
the CITY or by others acting through or on behalf of the CITY of any such instruments of
service without the written permission of the ARCHITECT will be at the CITY's sole risk.
The CITY shall own the final designs, drawings, specifications and documents.
176
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 13 of 17
C. Force Majeure
The ARCHITECT is not responsible for damages or delay in performance caused by acts
of God, strikes, lockouts, accidents, or other events beyond the control of the ARCHITECT
that prevent ARCHITECT’s performance of its obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated:
a. by the City for its convenience upon 30 days' written notice to
ARCHITECT.
b. by either the CITY or the ARCHITECT for cause if either party fails
substantially to perform through no fault of the other and the
nonperforming party does not commence correction of such
nonperformance within 5 days’ written notice or thereafter fails to
diligently complete the correction.
(2) If this AGREEMENT is terminated for the convenience of the City, the
ARCHITECT will be paid for termination expenses as follows:
a. Cost of reproduction of partial or complete studies, plans, specifications
or other forms of ARCHITECT 'S work product;
b. Out-of-pocket expenses for purchasing electronic data files and other
data storage supplies or services;
c. The time requirements for the ARCHITECT 'S personnel to document
the work underway at the time of the CITY'S termination for convenience
so that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the ARCHITECT will submit to the
CITY an itemized statement of all termination expenses. The CITY'S approval
will be obtained in writing prior to proceeding with termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ARCHITECT for the
convenience of the CITY. In the event of such suspension, delay, or interruption, an
equitable adjustment in the PROJECT's schedule, commitment and cost of the
ARCHITECT s personnel and subcontractors, and ARCHITECT 's compensation will be
made.
177
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 14 of 17
F. Indemnification
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ARCHITECT SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
LIABILITY FOR ANY DAMAGE COMMITTED BY THE ARCHITECT OR ARCHITECT’S
AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH
THE ARCHITECT EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS
CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL
TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS
REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ARCHITECT’S
LIABILITY.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior written
consent of the other party.
H. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue for any
litigation related to this AGREEMENT shall be Denton County, Texas.
I. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
will not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,
6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause.
J. Observe and Comply
ARCHITECT shall at all times observe and comply with all federal and State laws and
regulations and with all City ordinances and regulations which in any way affect this
AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws
ordinances and regulations which may exist or may be enacted later by governing bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. ARCHITECT AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF
THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,
WHETHER IT BE BY ITSELF OR ITS EMPLOYEES.
178
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 15 of 17
K. Immigration Nationality Act
ARCHITECT shall verify the identity and employment eligibility of its employees who
perform work under this AGREEMENT, including completing the Employment Eligibility
Verification Form (I-9). Upon request by CITY, ARCHITECT shall provide CITY with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this AGREEMENT. ARCHITECT shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services
will be performed by any ARCHITECT employee who is not legally eligible to perform
such services. ARCHITECT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY ARCHITECT, ARCHITECT’S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. CITY, upon written notice to ARCHITECT, shall have the
right to immediately terminate this AGREEMENT for violations of this provision by
ARCHITECT.
L. Prohibition on Contracts with Companies Boycotting Israel
ARCHITECT 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, ARCHITECT certifies that ARCHITECT’S signature provides written
verification to the CITY that ARCHITECT: (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.
M. 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, ARCHITECT certifies that ARCHITECT’S signature
provides written verification to the CITY that ARCHITECT, 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.
N. 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
179
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 16 of 17
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.
O. Agreement Documents
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, which supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. This AGREEMENT may be
executed in one or more counterparts and each counterpart shall, for all purposes, be
deemed an original, but all such counterparts shall together constitute but one and the
same instrument. The following attachments and schedules are hereby made a part of
this AGREEMENT:
RFQ 7453 – Design Services for 909 N Loop 288
Attachment A - Scope of Services and Compensation
Attachment B - Project Schedule
These documents make up the AGREEMENT 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 AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
180
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 17 of 17
Duly executed by each party’s designated representative to be effective on the date
subscribed by the City Manager.
BY:
CITY OF DENTON, TEXAS
BY:
ARCHITECT
__________________________
Todd Hileman
City Manager
Date: ______________________
James R. Kirkpatrick, Architect, Inc.
dba Kirkpatrick Architecture Studio
________________________________
David M. Robinson
Managing Director, Studio and Lead
Architect
Date: ____________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_________________________
Signature
_________________________
Title
_________________________
Department
Date Signed: ______________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By:
ATTEST:
ROSA RIOS
CITY SECRETARY
By: ______________________________
________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
181
K AS
100 West Mulberry 940/387 .8182tel
Denton,Texas 940/383.0262fax
7 6 2 0 1 www.k-a-studio.com
08 September 2020
Ms. Cori Power
Buyer
Purchasing
City of Denton
901B Texas Street
Denton, Texas 76209
Re: RFQ 7453 – Design Services for 909 N Loop 288.
Dear Ms. Power:
It is a pleasure to again offer services to the City of Denton.
Project Understanding
We understand the project to be a remodeling of an existing 34,284 square foot nursing facility
located at 909 N Loop 288 into a center to provide services to those experiencing, and at risk of,
homelessness. The City of Denton will own the building and will lease space to nonprofit groups
providing services to this population. These services are expected to include, emergency shelter
and food, assistance with paying rent/utilities, assistance with employment placement, and other
supportive services.
Scope of Basic Services
The RFQ divides the scope of work into two phases. Phase 1 includes “planning, programming,
and design analysis of facility necessary to provide the City with critical planning tools such
as the identification and analysis of any major project challenges, project timelines,
development cost estimates, and design development.” Phase 2 includes services for
construction documents, assistance with bidding and negotiation, and construction
administration. KAS’s services are only for Phase 1 We envision the process as collaborative and
as such, the scope may change slightly as the design is developed.
The anticipated construction budget, the number and names of the non-profit agencies, and the
extent of the remodel are unknown. It is also unknown if the facility has a commercial kitchen
and if the new program requires one. While a tour of the building was not possible, an exterior
viewing found the following:
1. Many of the building’s windows have been sealed with spray foam insulation. This
suggests either building movement or aging windows.
2. HVAC is provided by a combination of roof-top and ground mounted units.
3. The masonry veneer lacks expansion joints and weeps.
4. The masonry veneer shows evidence of cracking and repairs.
5. There is evidence of poor drainage in interior courtyards.
6. There is evidence of poor roof drainage .
Attachment A
182
z Page 2 08 September 2020
K AS
7. At least in the area visible from the entry, interior demolition has removed ceilings,
flooring, and wall sheathing.
The following services are included in Basic Services
1. Architectural design
a. Includes the coordination with owner’s access control and building management
system vendors
b. Includes presentation to City Council and required exhibits
2. Structural engineering
a. Includes review of existing structure system
3. Civil engineering
a. Includes review of existing site drainage
i. Extent is dependent on if topographical survey is provided
4. Mechanical engineering
a. Mechanical work will include heating, ventilation and air conditioning (HVAC)
systems.
b. Engineer will work with Owner’s vendor to include specification for building
management system.
5. Electrical Engineering
a. Includes normal and emergency power distribution, lighting, exterior lighting for
building elements, lightning protection system if required, fire detection and
alarm system.
b. Includes coordination with City of Denton Technology Services to provide
required infrastructure
c. Engineer will work with Owner’s access control vendor to accommodate
electrical requirements for access-controlled openings.
6. Plumbing Engineering
a. Plumbing system descriptions including major equipment quantities such as
water heaters, pumps, backflow preventers, etc.
7. Third-party cost estimation
Phase One A – Information Gathering and Schematic Design
Building Documentation – The building will be surveyed and documented, using plan
provided by Owner as base.
Building Analysis – The building’s major systems will be analyzed from observation. This
does not include a forensic study requiring the removal of system or building components .
These systems include.
x HVAC • Electrical
x Plumbing • Structural
x Roofing • Fenestration
x Drainage (limited)
Programming – KAS will participate in, or lead, up to three program meetings to determine
the scope of the program, agencies being accommodated and their space needs. KAS will
publish the program for review by the Owner.
Design Meeting – KAS will conduct a design meeting with the owner. After reviewing the
Owner’s project goals and requirements, the program will be refined and a preliminary
floor plan will be produced.
183
z Page 3 08 September 2020
K AS
Schematic Design – KAS will refine the building’s plan and elevations to meet the Owner’s
requirements. Plans and perspectives will be provided for the Owner’s review and
approval. After approval from the Owner, Design Development Phase will commence.
Services in this phase are defined in AIA Document B101, 3.2.
Opinion of Probable Cost of the Work – KAS will send the Schematic Design Development
Package to a third-party cost estimator for a construction cost estimate.
Owner Reviews – We endeavor to bring the Owner along with the design process to allow
them to provide input throughout. The Owner will also have a chance for formal reviews
after the Design Meeting and after the production of the Schematic Design Package.
Meetings – There is not a limit of meetings with KAS in this phase, but the meetings with
consultants are limited as follows:
x Civil Engineer – 1 • MEP Engineer – 1
x Structural Engineer – 1 • MEP Engineer – 1
Deliverables
D1. Schematic Design Package
a. Program
b. Floor Plan
D2. Opinion of Probable Cost of the Work
Phase One B – Design Development
Design Development – During this phase the documents produced in the Schematic Design
Phase are further developed. In this phase, the mechanical, electrical, plumbing, and
structural systems are refined. Additionally, architectural details for items such as doors
and windows are produced. After approval from the Owner, Construction Documents
Phase will commence. Services in this phase are defined in AIA Document B101, 3.3.1 and
3.3.3.
Development Review Committee Submission – KAS will submit to the City a site plan, floor
plan, and questions to the City. These plans and questions will be reviewed by the City in
advance of the Pre-Development Meeting. In addition to building code, drainage and other
engineering requirements are reviewed.
Opinion of Probable Cost of the Work – KAS will send the Design Development Package to a
third-party cost estimator for a construction cost estimate.
Meetings – There is not a limit of weekly meetings with KAS in this phase, but the meetings
with consultants are limited as follows:
x Civil Engineer – 1 • MEP Engineer – 1
x Structural Engineer – 1
Deliverables
D3. Design Development Set
a. Outline Specification
D4. Opinion of Probable Cost of the Work
Scope of Work Provided by the Client
1. Topographical and Boundary surveys
2. Geotechnical Investigation and Report
3. Asbestos survey
184
z Page 4 08 September 2020
K AS
Items Outside of Scope of Work or Requiring Additional Services
1. Pursuing LEED certification
2. Commercial kitchen design
3. Redesigns, new designs, meetings and other costs related to significant changes in
scope of work or significant changes to approved designs. This includes work and
meetings required to incorporate value engineering items.
4. Easements by separate instrument.
5. Drainage area map
6. SWPPP
7. Storm drainage system other than connecting area drain to adjacent storm water
inlet
8. Site plan required for regulatory submission showing
9. Non-gravity storm sewer or sanitary sewer systems (systems requiring pump
design, i.e. lift stations)
10. Public water or sewer system improvements beyond service connections and any
off-site work
11. Acoustical engineering
12. Site features and amenities outside of building footprint and not directly attached to
the building that are not required by zoning or code or related to the building’s
mechanical, electrical, or plumbing systems.
13.The design of currently unidentified specialty electrical, lighting or communication
systems, including voice/data, audio/visual, security, or other low voltage
electronic systems. Junction boxes and conduit for the systems will be shown in
the construction documents. Fire alarm and related devices are included.
14. Design of franchise utilities (gas, electric, telephone, and cable television)
Compensation
Compensation to KAS for Basic Services, Additional Services, and Reimbursable Expenses shall be as
shown below. If we have misunderstood the scope of work, required services, or construction
budget, or if the proposal needs to be reshaped, we would be happy to discuss it.
Phase 1A For Basic Services the total compensation
shall be $56,720
Phase 1B For Basic Services the total compensation
shall be $57,235
Reimbursable
Expenses Shall not exceed $3,000
Total $116,955
Non-reimbursable Expenses
KAS includes the following in our scope.
1. In-house printing
2. Phone calls
3. Travel within North Texas
Reimbursable Expenses
185
z Page 5 08 September 2020
K AS
The following are not included in Basic Services and shall be billed as reimbursable expense
and shall be provided to the Owner at the cost invoiced to KAS plus fifteen percent (15%).
The total cost shall for printing shall not exceed $3,000 without the written permission of the
owner.
1. Printing for presentations, Owner, meetings, and regulatory review.
2. Printing by others
3. Texas Accessibility Standard Plan Review and Post-Construction Inspection
4. Travel outside of North Texas
Additional Services
Services required and authorized beyond the scope of Basic Services will be invoiced on the
basis of personnel time and expenses.
James R. Kirkpatrick $225/hour
David M. Robinson $175/hour
Project Manager $155/hour
Technical Staff II $120/hour
Technical Staff I $105/hour
Consultants 1.10 times the cost
Expenses 1.15 times the cost
Consultants
Civil Engineering MJ Thomas Engineering, LLC
Structural Engineering L.A. Fuess Partners, Inc.
MEP Engineering MD Engineering, LLP
Cost Estimation Computerized Estimating Services
Should you have any questions or require additional information, please contact me at your
convenience.
Best Regards,
David M. Robinson, AIA
186
SCHEDULE
'DYLG&KXFNDQGWKH.$6VWDIIDUHDYDLODEOHWRVWDUWLPPHGLDWHO\7KHLUFXUUHQWVFKHGXOHDOORZVWKHPWREHFRPPLWWHGWRWKLV
SURMHFW
7KHVFKHGXOHLVEDVHGRQWKHDVVXPSWLRQWKDWWKHVFRSHRIVHUYLFHVLQFOXGHVGHVLJQVHUYLFHVIRULQGLYLGXDOWHQHWV,IWKHVFRSH
RIVHUYLFHVLVRQO\IRUFRPPRQDQGŏVKHOOŐVSDFHVWKHQWKHGXUDWLRQVLQWKHVFKHGXOHPD\EHVKRUWHQHG
Schedule
Phases and
Services
Months
123456789101112
Phase 1
A. Planning and
Programming
B. Schematic
Design
6'3ULFLQJ
2ZQHU5HYLHZ
C. Design
Development
2ZQHU5HYLHZ
Phase 2
D. Construction
Documents
,VVXH
2ZQHU5HYLHZ
Construction
Issue
3HUPLWWLQJ
E. Bidding
Phase
Award
F. Construction
Phase
SCHEDULE PAGE 1 OF 1KIRKPATRICK ARCHITECTURE STUDIO: STATEMENT OF QUALIFICATIONS
7453 DESIGN SERVICES, FOR 909 LOOP 288
Attachment B
187
EEEEEEEEE
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
EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEBEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE EEEEEEEEBE EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE EEEEEEEEEE EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE
4
I have no Conflict of Interest to disclose. E
5 E EE
E E EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE EEEEE
" ' & %(& & ( (#
& %(& & ( ()& () $
! +
& '
'
& ' '' '( & #!*($" ' & %(& ') ( &
'
& ' '"&& ($& & %(& ') ( &' )'#'
&$( &
188
Certificate Of Completion
Envelope Id: CC956A391241450EAF7203618EB67760 Status: Completed
Subject: Please DocuSign: City Council Contract 7453 Design Services for 909 N Loop 288
Source Envelope:
Document Pages: 25 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
9/9/2020 12:12:47 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/9/2020 12:45:23 PM
Viewed: 9/9/2020 12:45:31 PM
Signed: 9/9/2020 12:52:04 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: 9/9/2020 12:52:07 PM
Viewed: 9/9/2020 1:03:39 PM
Signed: 9/9/2020 1:04:10 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: 198.49.140.104
Sent: 9/9/2020 1:04:13 PM
Viewed: 9/14/2020 9:46:48 AM
Signed: 9/14/2020 9:53:39 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Robinson
David.Robinson@k-a-studio.com
Kirkpatrick Architecture Studio
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 24.27.86.146
Sent: 9/14/2020 9:53:42 AM
Resent: 9/17/2020 8:58:13 AM
Viewed: 9/14/2020 9:57:29 AM
Signed: 9/18/2020 12:14:08 AM
Electronic Record and Signature Disclosure:
Accepted: 9/14/2020 9:57:29 AM
ID: 13c9c48d-4ac6-4983-91ac-3c77df5e149e
189
Signer Events Signature Timestamp
Scott Gray
Scott.Gray@cityofdenton.com
Director - Airport, Capital Planning, Facilities
x
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 9/18/2020 12:14:12 AM
Viewed: 9/18/2020 8:55:03 AM
Signed: 9/18/2020 8:55:34 AM
Electronic Record and Signature Disclosure:
Accepted: 9/18/2020 8:55:03 AM
ID: 9977fb12-2455-40ad-9f0e-566318a00e19
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/18/2020 8:55:38 AM
Viewed: 10/7/2020 8:59:49 AM
Signed: 10/7/2020 9:00:20 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.184.93.41
Sent: 10/7/2020 9:00:23 AM
Viewed: 10/7/2020 9:07:08 AM
Signed: 10/7/2020 9:07:13 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/7/2020 9:07:17 AM
Viewed: 10/7/2020 11:59:47 AM
Signed: 10/7/2020 12:00:22 PM
Electronic Record and Signature Disclosure:
Accepted: 10/7/2020 11:59:47 AM
ID: 0a5e0458-c429-4bf5-bf78-571b6ff0b748
In Ierson Signer Events Signature Timestamp
Editor DeliverI Events Status Timestamp
Igent DeliverI Events Status Timestamp
IntermediarI DeliverI Events Status Timestamp
Certified DeliverI Events Status Timestamp
CarIon CopI Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/9/2020 12:52:07 PM
Electronic Record and Signature Disclosure:
190
CarIon CopI Events Status Timestamp
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2020 8:55:39 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/7/2020 12:00:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Danielle Shaw
Danielle.Shaw@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 10/7/2020 12:00:27 PM
Viewed: 10/7/2020 12:06:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/7/2020 12:00:28 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Iitness Events Signature Timestamp
IotarI Events Signature Timestamp
Envelope SummarI Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/7/2020 12:00:28 PM
Certified Delivered Security Checked 10/7/2020 12:00:28 PM
Signing Complete Security Checked 10/7/2020 12:00:28 PM
Completed Security Checked 10/7/2020 12:00:28 PM
IaIment Events Status Timestamps
Electronic Record and Signature Disclosure
191
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
" "# ! !# "
"! " $ ! "" % ! !
192
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
193
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
194
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
Cori Power
N/A
7453 - DESIGN SERVICES FOR 909 N LOOP 288
195
7453 PSA – Amendment #1 Page 1 of 2
FIRST AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND JAMES R. KIRKPATRICK, ARCHITECT, INC. DBA
KIRKPATRICK ARCHITECTURE STUDIO
PSA 7453
THE STATE OF TEXAS §
COUNTY OF DENTON §
THIS FIRST AMENDMENT TO CONTRACT 7453 (“Amendment”) by and
between the City of Denton, Texas (“City”) and James R. Kirkpatrick, Architect, Inc. dba
Kirkpatrick Architecture Studio. (“Consultant”); to that certain contract executed on
October 6, 2020, in the original not-to-exceed amount of $116,955 (the “Agreement”); for
services related to the design services for 909 N Loop 288.
WHEREAS, the City deems it necessary to further expand the services provided by
Consultant to the City pursuant to the terms of the Agreement, and to provide an additional
not-to-exceed amount $5,815 with this Amendment for an aggregate not-to-exceed amount
of $122,770; and
FURTHERMORE, the City deems it necessary to further expand the goods/services
provided by Consultant to the City;
NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the
“Parties”), in consideration of their mutual promises and covenants, as well as for other
good and valuable considerations, do hereby AGREE to the following Amendment, which
amends the following terms and conditions of the said Agreement, to wit:
1. The additional services described in Exhibit “A” of this Amendment, attached
hereto and incorporated herein for all purposes, for professional services related to
the design services for 909 N Loop 288, are hereby authorized to be performed by
Consultant. For and in consideration of the additional services to be performed by
Consultant, the City agrees to pay, based on the cost estimate detail attached as
Exhibit “A”, a total fee, including reimbursement for non-labor expenses an amount
not to exceed $5,815.
2. This Amendment modifies the Agreement amount to provide an additional $5,815
for the additional services with a revised aggregate not to exceed total of $122,770.
The Parties hereto agree, that except as specifically provided for by this Amendment, that
all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations
of the Parties, set forth in the Agreement remain in full force and effect.
DocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
196
7453 PSA – Amendment #1 Page 2 of 2
IN WITNESS WHEREOF, the City and the Consultant, have each executed this
Amendment electronically, by and through their respective duly authorized representatives
and officers on this date _________________________.
“BUYER”
CITY OF DENTON
By:
_________________________________
AUTHORIZED SIGNATURE, TITLE
“CONSULTANT”
JAMES R. KIRKPATRICK,
ARCHITECT, INC. DBA
KIRKPATRICK ARCHITECTURE
STUDIO
By:
_________________________________
AUTHORIZED SIGNATURE, TITLE
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: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
Managing Director, Studio
Facilities
Director - Airport, Facilities, Real Estate
Scott Gray
2/11/2021
Senior Buyer
197
K A S
100 West Mulberry 940/387 .8182tel
Denton,Texas 940/383.0262fax
76201 www.k-a-studio.com
27 January 2021
Ms. Danielle Shaw
Community Services Manager
Community Services
City of Denton
401 N. Elm Street
Denton, Texas 76201
Re: Contract Amendment to add Kitchen Consultant and Slab Coring
Dear Ms. Shaw:
It is a pleasure to again offer services to the City of Denton. To better serve the City, we are offering to
include kitchen design and existing slab investigation. Of the three kitchen consultant proposals
solicited, DM Food Services was found to be best-suited for this project. Because of their long record
with the City, D&S Engineering was selected to core the existing slab to determine its profile.
Project Understanding
The services are for City of Denton – The Junction, which is currently in Design Development.
Scope of Basic Services
The Scope of Services are outlined in the attached proposals.
Compensation
Compensation to KAS for Basic Services, Additional Services, and Reimbursable Expenses shall be as
shown below.
DM Food Services $5,000.00 X 0% = $5,000.00
D&S Engineering $815.00 X 0% = $815.00
Total $5,815.00 Non-reimbursable Expenses - KAS includes the following in our scope
1. In - house printing
2. Phone calls
3. Travel within north Texas
Reimbursable Expenses – Will be billed per the contract.
Additional Services – Services required and authorized beyond the scope of Basic Services
will be invoiced per contract.
Should you have any questions or require additional information, please contact me at your
convenience.
Exhibit ADocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
198
Page 2 27 January 2021
K A S
Best Regards,
David M. Robinson, AIA
DocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
199
Phone: 972.978.0229 Fax: 682.224.5035
darren@dmfsd.com
1169 N. Burleson Blvd. Suite 107 #229
Burleson, Texas 76028
PROPOSAL FOR
FOODSERVICE DESIGN & CONSULTING SERVICES
January 22th, 2021
PROJECT: The Junction (Renovations)
TO: Mr. David Robinson, AIA
Kirkpatrick Architecture Studio
100 West Mulberry Street
Denton, Texas 76201
FROM: Mr. Darren Martinez
DM Food Service Design Consulting
1169 N. Burleson BLVD., Suite 107#229
Burleson, Texas 76028
This Proposal made between Kirkpatrick Architecture Studio of Denton, Texas, hereinafter
called the Architect, and DM Food Service Design Consulting of Burleson, Texas,
hereinafter called the Consultant, is to form the basis for the Architect's cost for the design of
the foodservice facilities for The Junction, City of Denton, which is to include
renovations, located in Denton, Texas, hereinafter called the Project.
Scope of Work/Project:
Food facility design services; Article I: schematic design (SD) and design development
design (DD) documents with commitment to continue Article III: construction document (CD)
thru project completion, to include new kitchen and storage addition, serving approx. 200
residents, new equipment throughout including; serving line, ware wash, large walk in
cooler/freezer, large dry storage, office, utility room, cooking equipment and preparation
areas as required. Kitchen plan expected to be approx. (3,500 sf) with storage of (4,000 sf)
for an overall size of approximately 7,500 square feet.
I. The Consultant will furnish professional services as follows:
A. Schematic Design Phase:
1. Meet with Architect, foodservice operators and Owner to determine the
foodservice criteria to be used, space allocation, related services or functions,
equipment needs and the overall scope of the Project.
2. Prepare Schematic design plans of the proposed foodservice areas at 1/8" scale.
3. Review Schematic submission with the Architect, foodservice operators and
Owner.
B. Design Development Phase:
1. Review 1/8" scale plan of schematic layout and determine required revisions.
2. Meet with Architect, foodservice operators and Owner to determine specific
equipment needs.
3. Prepare 1/4" scale layout of foodservice arrangement.
4. Review Design Development submission with Architect, foodservice operators
and Owner.
DocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
200
II. Payment (Article I) of fees:
A. In consideration of the above, the Architect agrees to pay the Consultant a professional
fee (Article I: SD & DD) equal to;
City of Denton, (The Junction) Food Service Design, Renovations: Five Thousand
Dollars and no cents ($5,000.00) fixed fee.
B. The Architect agrees to pay the Consultant one hundred percent (100%) of total fee when
services listed through Article I.B. have been completed.
C. The Architect agrees to make all payments within fifteen (15) days of receipt of payment
from the Owner for this part of the work.
D. No taxes of any kind have been anticipated or included in the above percentage and if
required during the duration of this contract, they are to be added to the fee due the
Consultant.
III. The Consultant will furnish (CD, project completion) professional services as follows:
A. Construction Document Phase:
1. Prepare final 1/4" Foodservice contract arrangement plan.
2. Prepare detail sheets that adequately convey requirements of construction,
including elevations and sections.
3. Prepare utility requirements sheets that detail and describe all utility
requirements for the foodservice equipment including ventilation duct
connections and air volume requirements.
4. Prepare detailed bidding style specifications.
B. Bidding:
1. Assist Architect in responding to pre-bid questions.
2. Assist Owner and Architect in reviewing and evaluating bids received.
C. Construction Phase:
1. Review all Foodservice submittals for completeness and compliance with the
Contract Documents.
2. Assist Architect in responding to Contractor's inquiries, preparing any foodservice
change orders, etc.
3. Provide substantial completion inspections and document observations and
findings.
4. The Consultant will endeavor to protect the Owner against defects and
deficiencies in the foodservice equipment; however, the Consultant will not be
required to supervise the actual installation of the equipment or guarantee the
performance and/or equipment of any Contractor.
DocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
201
IV. Payment of (Article III) fees:
A. In consideration of the above, the Architect agrees to pay the Consultant a professional
fee (Article III: CD thru completion) equal to;
City of Denton, (The Junction) Food Service Design, Renovations: (TBD) fixed fee.
V. Reimbursements:
A. The cost for transportation out of the Dallas-Fort Worth metropolitan area and actual
reasonable living expenses connected with this Project are to be included in the Basic
Fees.
B. Any fees paid for securing the approval of authorities having jurisdiction over the Project
to be paid by Architect. Long distance telephone calls are to be made at the caller's
expense.
C. Cost of reproduction of all drawings and specifications (except for coordinating black-line
working prints) to be paid by Architect.
D. Expense of special mailings such as Federal Express, Express Mail, Purolator, Bus
Express, etc., and any messenger services used to be included in the Basic Fees.
E. The Architect agrees to reimburse the Consultant for extra CAD design/drafting and/or
specification work due to change orders issued by the Architect and/or Owner after the
Architect and/or Owner has approved a phase of the Consultant's work as outlined in
Article I. The cost is to be computed at the hourly rate of Seventy Five Dollars ($75.00)
for staff, Ninety Five Dollars ($95.00) for the associates and One Hundred, Seventy Five
Dollars ($175.00) for the principals. It is understood that no reimbursements for extra
work will be paid except when the extra work is authorized by the Owner in writing.
ARCHITECT: CONSULTANT:
Kirkpatrick Architecture Studio DM Food Service Design Consulting Denton, Texas Burleson, Texas
DocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
202
D&S Engineering Labs
1101 Shady Oaks Drive
Denton, Texas 76205-7938
Phone: 940.735.3733
Quantity Unit Unit Rate Total
Core Drilling Machine Fee 1 trip $350.00 $350.00
4-inch Diameter Concrete Cores to 6" depth 2 each $65.00 $130.00
Core Length Only (ASTM C-174)2 each $20.00 $40.00
Core Hole Patching 2 each $15.00 $30.00
Project Manager 1 hour $100.00 $100.00
Project Administration n/a %10 $65.00
$715.00
Project Setup Fee 1 each $100.00 $100.00
$100.00
$815.00
NOT INCLUDED IN REQUIREMENTS OR THE BUDGET
Tests in excess of above stated quantities or additional tests not listed
Retesting of any failed tests / observation
Temporary site curing facility
Project compliance letter
The fees listed above for field and laboratory tests, include the equipment necessary to accomplish the task. Fees
not listed above are available upon request. Overtime at 1.5 times the normal rate will be billed for time in excess of
8 hours per day and Saturdays, and for time worked before 7 a.m and after 6 p.m. Overtime at 2.0 times the normal rate
will be billed for Sundays and holidays.
Concrete Observation & Testing - Paving
Estimated Total for Concrete Services for Paving:
Estimated Total for Professional Services:
Estimated Total for Above Services:
Budget Estimate for Construction Materials
Testing & Observation Services
The Junction Coring
Denton, Texas
D&S 21-0014
Item
DocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
203
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
DocuSign Envelope ID: DA00ED99-03D7-4B0C-BC1D-40BB29993E3D
James R. Kirkpatrick, Architect, Inc. dba
Kirkpatrick Architecture Studio
Exhibit CIQ
X
2/11/2021
204
Certificate Of Completion
Envelope Id: DA00ED9903D74B0CBC1D40BB29993E3D Status: Completed
Subject: ***Purchasing Approval*** 7453 - Design Services for 909 N Loop 288
Source Envelope:
Document Pages: 10 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
2/4/2021 10:08:45 AM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 2/4/2021 10:17:48 AM
Viewed: 2/4/2021 10:17:56 AM
Signed: 2/4/2021 10:22:21 AM
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: 2/4/2021 10:22:22 AM
Viewed: 2/4/2021 2:23:55 PM
Signed: 2/4/2021 2:24:08 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Robinson
David.Robinson@k-a-studio.com
Managing Director, Studio
Kirkpatrick Architecture Studio
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 97.94.216.142
Sent: 2/4/2021 2:24:10 PM
Resent: 2/11/2021 9:27:23 AM
Viewed: 2/11/2021 11:19:19 AM
Signed: 2/11/2021 11:21:43 AM
Electronic Record and Signature Disclosure:
Accepted: 2/11/2021 11:19:19 AM
ID: 54c9bad1-a47b-4a26-86c0-bed7605520f7
Scott Gray
Scott.Gray@cityofdenton.com
Director - Airport, Facilities, Real Estate
x
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.169.208.246
Sent: 2/11/2021 11:21:46 AM
Viewed: 2/11/2021 11:23:19 AM
Signed: 2/11/2021 11:23:35 AM
Electronic Record and Signature Disclosure:
Accepted: 2/11/2021 11:23:19 AM
ID: 26bde6e7-1abc-4536-a543-c725bbb4d7a5
205
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 2/11/2021 11:23:37 AM
Viewed: 2/11/2021 12:18:42 PM
Signed: 2/11/2021 12:18:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/11/2021 12:18:54 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Danielle Shaw
Danielle.Shaw@cityofdenton.com
Community Services Manager
Security Level: Email, Account Authentication
(None)
Sent: 2/11/2021 12:18:54 PM
Viewed: 2/11/2021 12:21:10 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/4/2021 10:17:48 AM
Certified Delivered Security Checked 2/11/2021 12:18:42 PM
Signing Complete Security Checked 2/11/2021 12:18:51 PM
Completed Security Checked 2/11/2021 12:18:54 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
206
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: David Robinson, Scott Gray
207
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
208
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
209
ORDINANCE NO. __________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE APPROVAL OF A SECOND AMENDMENT TO A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND JAMES
R. KIRKPATRICK, ARCHITECT, INC. DBA KIRKPATRICK ARCHITECTURE STUDIO,
AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON OCTOBER 6, 2020, IN
THE NOT-TO-EXCEED AMOUNT OF $116,955.00; AMENDED BY AMENDMENT 1
APPROVED BY PURCHASING; SAID SECOND AMENDMENT TO PROVIDE ADDITIONAL
ENGINEERING AND CONSTRUCTION SERVICES FOR 909 NORTH LOOP 288 FOR
COMMUNITY SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE (FILE 7453 PROVIDING FOR AN ADDITIONAL
SECOND AMENDMENT EXPENDITURE AMOUNT NOT-TO-EXCEED $404,150.00, WITH
THE TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $526,920.00).
WHEREAS, on October 6, 2020, by Ordinance No. 20-1951, the City awarded a contract to
James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio in the amount of
$116,955.00 for the design services of 909 North Loop 288 for Community Services; and
WHEREAS, on February 11, 2021, the City awarded a First Amendment to James R.
Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio in the amount of $5,815.00 for
additional design services for 909 North Loop 288, and
WHEREAS, the additional fees under the proposed Fourth Amendment are fair and
reasonable and are consistent with, and not higher than, the recommended practices and fees
applicable to th , and such fees do not exceed the maximum provided by law;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Second Amendment, increasing the amount of the contract between the
City and James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio, which is on file
in the office of the Purchasing Agent, in the amount of Four Hundred Four Thousand One Hundred
Fifty and 00/100 ($404,150.00) Dollars, is hereby approved and the expenditure of funds therefor is
hereby authorized in accordance with said amendment which shall be attached hereto. The total
contract amount increases to $526,920.00.
SECTION 2. 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 [___ - ___]:
210
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Birdia Johnson, District 1: ______ ______ ______ ______
Connie Baker, 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 ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
211
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
Not Applicable
RFQ 7453
Design Services for 909 N Loop 288 Amendment #2
Ginny Brummett
212
7453 PSA – Amendment #2 Page 1 of 2
SECOND AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND JAMES R. KIRKPATRICK, ARCHITECT, INC. DBA
KIRKPATRICK ARCHITECTURE STUDIO
PSA 7453
THE STATE OF TEXAS §
COUNTY OF DENTON §
THIS SECOND AMENDMENT TO CONTRACT 7453 (“Amendment”) by and
between the City of Denton, Texas (“City”) and James R. Kirkpatrick, Architect, Inc. DBA
Kirkpatrick Architecture Studio (“Consultant”); to that certain contract executed on
October 6, 2020, in the original not-to-exceed amount of $116,955 (the “Original
Agreement”); amended on February 11, 2021 in the additional amount of $5,815
aggregating a not-to-exceed amount of $122,770 (the “First Amendment”); (collectively,
the Original Agreement and the First Amendment are the “Agreement”) for services related
to the design services for 909 N Loop 288.
WHEREAS, the City deems it necessary to further expand the services provided by
Consultant to the City pursuant to the terms of the Agreement, and to provide an additional
not-to-exceed amount $404,150.00 with this Amendment for an aggregate not-to-exceed
amount of $526,920.00; and
FURTHERMORE, the City deems it necessary to further expand the goods/services
provided by Consultant to the City;
NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the
“Parties”), in consideration of their mutual promises and covenants, as well as for other
good and valuable considerations, do hereby AGREE to the following Amendment, which
amends the following terms and conditions of the said Agreement, to wit:
1. The additional services described in Exhibit “A” of this Amendment, attached
hereto and incorporated herein for all purposes, for professional services related to
the design service for 909 N Loop 288, are hereby authorized to be performed by
Consultant. For and in consideration of the additional services to be performed by
Consultant, the City agrees to pay, based on the cost estimate detail attached as
Exhibit “A”, a total fee, including reimbursement for non-labor expenses an amount
not to exceed $404,150.00.
2. This Amendment modifies the Agreement amount to provide an additional
$404,150.00 for the additional services with a revised aggregate not to exceed total
of $526,920.00.
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
213
7453 PSA – Amendment #2 Page 2 of 2
The Parties hereto agree, that except as specifically provided for by this Amendment, that
all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations
of the Parties, set forth in the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the City and the Consultant, have each executed this
Amendment electronically, by and through their respective duly authorized representatives
and officers on this date _________________________.
“Consultant”
JAMES R. KIRKPATRICK,
ARCHITECT, INC. DBA
KIRKPATRICK ARCHITECTURE
STUDIO
By:
_________________________________
AUTHORIZED SIGNATURE, TITLE
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By:
_________________________________
“CITY”
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
_______________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
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: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
Facilities
Scott Gray
Director - Airport, Facilities, Real Estate
214
K A S
100 West Mulberry 940/387 .8182tel Denton,Texas 940/383.0262fax 762 01 www.k-a-studio.com
25 March 2021
Ms. Cori Power
Buyer
Purchasing
City of Denton
901B Texas Street
Denton, Texas 76209
Re: RFQ 7453 – Design Services for 909 N Loop 288: Phase 2.
Dear Ms. Power:
It is a pleasure to again offer services to the City of Denton.
Project Understanding
We understand the project to be Phase 2 services for the remodeling of an existing 34,284 square
foot nursing facility located at 909 N Loop 288 into a center to provide services to those
experiencing, and at risk of, homelessness. The City of Denton owns the building and will lease
space to The Junction whose services are expected to include, meal preparation and serving,
emergency shelter, enhanced shelter, assistance with paying rent/utilities, assistance with
employment placement, and other supportive services.
Under separate contract, KAS worked with the City to develop a Design Development set. It is our
understanding that this set, with possible minor modifications, will be used as the basis for
Construction Documents. A list of alternates was included in the pricing of the Design
Development set. We understand that the Construction Set is to include a reasonable number of
these alternates as discussed with the Owner.
Scope of Basic Services
The RFQ divides the scope of work into two phases. Phase 1 includes “planning, programming,
and design analysis of facility necessary to provide the City with critical planning tools such
as the identification and analysis of any major project challenges, project timelines,
development cost estimates, and design development.” Phase 2 includes services for
construction documents, assistance with bidding and negotiation, and construction
administration. KAS’s services for Phase 1 were provided under a previous contract. We
envision the process as collaborative and as such, the scope may change slightly as the design is
developed. To avoid confusion with phases associated with construction, “Phases” for design
services have been revised to “Tasks.”
The following services are included in Basic Services
1. Architectural design
a. Includes the coordination with owner’s access control and building management
system vendors
b. Includes presentation to City Council and required exhibits
Exhibit A
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
215
Page 2 25 March 2021
K A S
2. Structural engineering
a. Includes review of existing structure system
3. Civil engineering
a. Drainage of the interior courtyards through subsurface drainage.
b. Pavement design and grading at new doors and loading area.
4. Mechanical engineering
a. Mechanical work will include heating, ventilation and air conditioning (HVAC)
systems.
b. Engineer will work with Owner’s vendor to include specification for building
management system.
5. Electrical Engineering
a. Includes normal and emergency power distribution, lighting, exterior lighting for
building elements, lightning protection system if required, fire detection and
alarm system.
b. Includes coordination with City of Denton Technology Services to provide
required infrastructure
c. Engineer will work with Owner’s access control vendor to accommodate
electrical requirements for access-controlled openings.
6. Plumbing Engineering
a. Plumbing system descriptions including major equipment quantities such as
water heaters, pumps, backflow preventers, etc.
7. Commercial Kitchen Design
a. Includes the design of the kitchen layout and equipment specification.
8. Third-party cost estimation
9. Topographical Survey
Task Two A– Construction Documents
Contract Documents – In this phase, construction documents and specifications are
produced. This will include a final tabulation of areas
Opinion of Probable Cost of the Work – KAS will send the Construction Set to a third-party
cost estimator for a construction cost estimate.
Owner Reviews – We endeavor to bring the Owner along with the design process to allow
them to provide input throughout.
Meetings – There is not a limit of meetings with KAS in this phase, but the meetings with
consultants are limited as follows:
• Civil Engineer – 2 • MEP Engineer – 2
• Structural Engineer – 2 • Kitchen Consultant – 3
Submissions – KAS will submit the construction set for the following:
• City of Denton Building Permit • Texas Department of Transportation Permit
• TDLR Accessibility Review
Deliverables
D1. Topographical Survey
D2. Construction Set
D3. Opinion of Probable Cost of the Work of Construction Set
Task Two B – Bidding and Negotiation
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
216
Page 3 25 March 2021
K A S
Pre-Proposal Conference and Tour – KAS will attend a conference and tour of the site for
prospective bidders.
Addenda – KAS will respond to questions to potential bidders and provide clarification, if
necessary, in the form of Addenda.
Proposal Review – KAS will aid in the evaluation of proposals as requested by the Owner.
Task Two C – Construction Administration
Construction Administration – Services in this phase are defined in AIA Document B101, 3.6
and in AIA Document A201-2017. These services include, but are not limited to:
• Review submittals • Respond to Request for Information’s
• Process Applications for Payments • Attend weekly meetings during construction
• Produce Field Observation reports • Aid in creation and review of Change Orders
Project Completion – Upon review of completeness of work, Architect and the City of Denton
Facilities Management Representative will determine the date of and issue the Certificates
of Substantial and Final Completion.
Scope of Work Provided by the Client
1. Geotechnical Investigation and Report
2. Asbestos survey
Items Outside of Scope of Work or Requiring Additional Services
1. Platting with Boundary Survey
2. Redesigns, new designs, meetings and other costs related to significant changes in
scope of work or significant changes to approved designs. This includes work and
meetings required to incorporate value engineering items.
3. Easements by separate instrument.
4. SWPPP
5. Storm drainage system other than for interior courtyards
6. Site plan required for regulatory submission showing
7. Non-gravity storm sewer or sanitary sewer systems (systems requiring pump
design, i.e., lift stations)
8. Public water or sewer system improvements beyond service connections and any
off-site work
9. Acoustical engineering
10. Site features and amenities outside of building footprint and not directly attached to
the building that are not required by zoning or code or related to the building’s
mechanical, electrical, or plumbing systems.
11. The design of currently unidentified specialty electrical, lighting or communication
systems, including voice/data, audio/visual, security, or other low voltage
electronic systems. Junction boxes and conduit for the systems will be shown in
the construction documents. Fire alarm and related devices are included.
12. Design of franchise utilities (gas, electric, telephone, and cable television)
Compensation
Compensation to KAS for Basic Services, Additional Services, and Reimbursable Expenses shall be as
shown below. If we have misunderstood the scope of work, required services, or construction
budget, or if the proposal needs to be reshaped, we would be happy to discuss it.
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
217
Page 4 25 March 2021
K A S
KAS understands the constraints the project is under. To this end, the consultant proposals have not
been marked up and the KAS workplan was completed with reduced hourly rates.
Per conversations with the Owner, KAS understand that the project may be constructed in phases.
The attached tables show our fee for the project being constructed at one and in phases. The fees
are based upon submitting for permit for Phase 1 and being allowed an extension for Phase 2, and
submitting again for Phase 3. It also is based upon Phase 3 being started with thirty-six months.
Non-reimbursable Expenses
KAS includes the following in our scope.
1. In-house printing
2. Phone calls
3. Travel within North Texas
Reimbursable Expenses
The following are not included in Basic Services and shall be billed as reimbursable expense
and shall be provided to the Owner at the cost invoiced to KAS plus fifteen percent (15%).
The total cost shall for reimbursable expenses shall not exceed $5,000 without the written
permission of the owner.
1. Printing for presentations, Owner, meetings, and regulatory review.
2. Printing by others
3. Texas Accessibility Standard Plan Review and Post-Construction Inspection
4. Travel outside of North Texas
Additional Services
All Phases Designed and Constructed at Once
Task Two A
Construction Documents
For Basic Services the total compensation
shall be
$150,100
Task Two B
Bidding and Negotiation $9,230
Task Two C
Construction Administration $89,450
Reimbursable Expenses Shall not exceed $5,000
Total $253,780
All Phases Designed at Once and Constructed in Phases
Task Two A
Construction Documents
For Basic Services the total compensation
shall be
$20,100
Task Two B
Bidding and Negotiation $12,420
Task Two C
Construction Administration $104,350
Total $136,870
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
218
Page 5 25 March 2021
K A S
Platting $9,500
SWPPP $2,500
Services required and authorized beyond the scope of Basic Services will be invoiced on the
basis of personnel time and expenses.
James R. Kirkpatrick $225/hour
David M. Robinson $175/hour
Project Manager $155/hour
Technical Staff II $120/hour
Technical Staff I $105/hour
Consultants 1.10 times the cost
Expenses 1.15 times the cost
Consultants
Civil Engineering MJ Thomas Engineering, LLC
Structural Engineering L.A. Fuess Partners, Inc.
MEP Engineering MD Engineering, LLP
Cost Estimation Pre-Construction Services, Inc
Land Surveyor Herb Beasley Land Surveyors, L.P.
Should you have any questions or require additional information, please contact me at your
convenience.
Schedule
KAS understands that the Owner is anxious to get the building open to start serving the community.
We also understand that there are ongoing discussions about funding the construction of the project
in part or phases.
KAS proposes that the design for the entire project be designed at once and constructed in phases if
needed. Please see the attached Schedule.
With the current workload under contract KAS is able to start the project on 01 June 2021.
The City of Denton is our longest standing client and we not only value that relationship but believe in
the goals of this project. We want to be good partners in this process. Please let us know of your
project milestones and schedules and we’ll do everything in our power to accomplish them.
Best Regards,
David M. Robinson, AIA
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
219
1.
Approval of Plan & Scope
Exhibit A - Schedule (Not Phased)14 March 2021
Task 10 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18Weeks
Weeks
19 20 21 22 23 24 25 26 27 28 29 30 31
Construction Documents
Pricing and Reconcilation
City Permitting1
Bidding and Negotiation
Start Construction
1. Additional time for permitting may be required if TXDoT perimit is required.
Approval of Plan & Scope
Exhibit A - Schedule (Phased)
Task 10 2 3 4 5 6 7 8 9 10 14111213 15 1617 1819 20 2221 23 24 1 2 3 4 5 6 7 8 9 10 14111213 1 2 3 4 5 6 7 8 9 10 14111213 15 16 17 1819 20 22 2321 24 26 2725
Construction Documents
(Phase 1)
Construction Documents
(Phase 3)
Construction Documents
(Phase 2)
Pricing and Reconcilation
City Permitting1
Bidding and Negotiation
Start Construction
Pricing and Reconcilation
City Permitting
Bidding and Negotiation
Start Construction
Pricing and Reconcilation
City Permitting
Bidding and Negotiation
Start Construction
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
220
Page 1
Exhibit B
Scope of Architect's Basic Services for Low Voltage Systems
I. Audio-visual (AV) Systems
A. Locate and size all wall & ceiling mounted flat screen HDTVs & audio system speakers on plans & elevations.
B. Specify the backboxes for the data, coax, and electrical power required for these AV devices, as well as the conduit (with pull tape) required for them.
C. Provide wall blocking and/or structural support as required at all AV device locations.
D. Provide an adequately sized AV room, with the necessary convenience power and HVAC
systems to accommodate the required AV racks (provided and specified by others).
II. Security Systems
A. Locate and specify all door hardware and the correct hollow metal frames required for all
security system devices.
B. Locate all CCTV security cameras as directed by Owner; and provide wall blocking and/or
structural support as required at these device locations. Cameras to be selected by Owner.
C. Specify the backboxes for the data and electrical power required for these security devices, as
well as the conduit (with pull tape) required for them where the wiring pathway is restricted in walls and ceilings.
D. Provide adequately sized support spaces, with the necessary convenience power and
HVAC systems to accommodate the security system equipment (provided and specified
by others).
Ill. Teledata Systems
A. Locate all data outlets as required through coordination with the Owner.
B. Provide wall blocking and/or structural support as required at device locations.
C. Specify the backboxes for the data and electrical power required for these data outlets, as well as the conduit (with pull tape) required for them where the wiring pathway is restricted in
walls and ceilings.
D. Confirm the number and size(s) of the server racks needed by the Owner, and provide
adequately sized support spaces, with the necessary power and HVAC systems to
accommodate the teledata system equipment (provided and specified by others).
E. All data devices, racks, and cabling are by provided by and installed by the Owner.
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
221
Exhibit
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
DocuSign Envelope ID: DE7882BE-A1FB-4C14-AF9A-11292DBA01BC
JAMES R. KIRKPATRICK, ARCHITECT, INC.
DBA KIRKPATRICK ARCHITECTURE STUDIO
CIQ
4/8/2021
X
222
Certificate Of Completion
Envelope Id: DE7882BEA1FB4C14AF9A11292DBA01BC Status: Sent
Subject: Please DocuSign: City Council Contract 7453 Second Amendment
Source Envelope:
Document Pages: 11 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
3/29/2021 9:47:38 AM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 3/29/2021 11:16:45 AM
Viewed: 3/29/2021 11:17:07 AM
Signed: 3/29/2021 11:25:00 AM
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: 3/29/2021 11:25:04 AM
Viewed: 3/29/2021 8:06:57 PM
Signed: 3/29/2021 8:08:17 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.185.202.16
Sent: 3/29/2021 8:08:19 PM
Viewed: 3/30/2021 9:46:52 AM
Signed: 3/30/2021 9:47:54 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David.Robinson@k-a-studio.com
David.Robinson@k-a-studio.com
Managing Director, Studio
Kirkpatrick Architecture Studio
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 97.94.216.142
Sent: 3/30/2021 9:47:57 AM
Resent: 4/6/2021 9:47:39 AM
Viewed: 4/6/2021 10:46:58 AM
Signed: 4/8/2021 1:52:13 PM
Electronic Record and Signature Disclosure:
Accepted: 4/6/2021 10:46:58 AM
ID: ff504dc3-842e-4a0f-acee-42e91621e095
223
Signer Events Signature Timestamp
Scott Gray
scott.gray@cityofdenton.com
Director - Airport, Facilities, Real Estate
x
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.169.208.246
Signed using mobile
Sent: 4/8/2021 1:52:16 PM
Viewed: 4/8/2021 1:52:55 PM
Signed: 4/8/2021 1:53:23 PM
Electronic Record and Signature Disclosure:
Accepted: 4/8/2021 1:52:55 PM
ID: 719a8324-7597-40bc-8d87-2c86b390b4d0
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/8/2021 1:53:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/7/2021 10:55:37 AM
ID: 2b02d36b-e33b-4583-9d6d-9a255572abb9
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/29/2021 11:25:04 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/8/2021 1:53:26 PM
224
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/8/2021 1:53:26 PM
Viewed: 4/8/2021 3:05:52 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Danielle Shaw
Danielle.Shaw@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/29/2021 11:16:45 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
225
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: David.Robinson@k-a-studio.com, Scott Gray, Rosa Rios
226
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
227
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
228
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-748,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 their designee,to execute a contract with Daikin Applied Americas,Inc dba
Daikin Applied,through the Buy Board Cooperative Purchasing Network Contract #631-20,for the repair,
inspection,and maintenance of Daikin heating,ventilation,and air conditioning systems for City buildings for
the Facilities Management Department;providing for the expenditure of funds therefor;and providing an
effective date (File 7550 -awarded to Daikin Applied Americas,Inc dba Daikin Applied,for one (1)year,with
the option for two (2)additional one (1)year extensions,in the total three (3)year not-to-exceed amount of
$200,000.00).
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™229
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: April 27, 2021
SUBJECT
Consider adoption of an ordinance of the City Of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or their designee, to execute a contract with Daikin Applied Americas, Inc
dba Daikin Applied, through the Buy Board Cooperative Purchasing Network Contract #631-20, for the
repair, inspection, and maintenance of Daikin heating, ventilation, and air conditioning systems for City
buildings for the Facilities Management Department; providing for the expenditure of funds therefor; and
providing an effective date (File 7550 – awarded to Daikin Applied Americas, Inc dba Daikin Applied, for
one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-
to-exceed amount of $200,000.00).
INFORMATION/BACKGROUND
The proposed contract is for the repair, inspection, and maintenance of Daikin heating, ventilation, and air
conditioning systems currently located at City Hall, Fire Stations, Service Center, Power Plant, and Central
Plant.
Maintenance, repairs, and inspections for heating, ventilation, and air conditioning systems at other
locations are completed by licensed staff, or through a supplemental contract 24465 for HVAC Services
with CMS Mechanical Services. Based on a historical spend and future projections the recommended NTE
of this contract is $200,000 for the potential three (3) year contract.
Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and
meets the statutory requirements of Texas Local Government Code 271.102.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On February 1, 2005, Council approved the interlocal agreement with the Buy Board Cooperative
Purchasing Network (Ordinance 2005-034).
RECOMMENDATION
Award a contract with Daikin Applied Americas, Inc dba Daikin Applied, for the repair, inspection, and
maintenance of Daikin heating, ventilation, and air conditioning systems for City buildings for the Facilities
Management Department, in a one (1) year, with the option for two (2) additional one (1) year extensions,
in the total three (3) year not-to-exceed amount of $200,000.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
230
PRINCIPAL PLACE OF BUSINESS
Daikin Applied
Irving, TX
ESTIMATED SCHEDULE OF PROJECT
This is an initial one (1) year contract with option to extend the contract for two (2) additional one (1) year
periods, with all terms and conditions remaining the same.
FISCAL INFORMATION
These services will be funded through the using department’s operating budget on an as-needed basis. The
City will only pay for services rendered and is not obligated to pay the full contract amount unless needed.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Scott Gray, 940-349-7744.
Legal point of contact: Marcella Lunn at 940-349-8333.
231
ORDINANCE NO. ___________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
EXECUTE A CONTRACT WITH DAIKIN APPLIED AMERICAS, INC DBA DAIKIN
APPLIED, THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK
CONTRACT #631-20, FOR THE REPAIR, INSPECTION, AND MAINTENANCE OF
DAIKIN HEATING, VENTILATION, AND AIR CONDITIONING SYSTEMS FOR CITY
BUILDINGS FOR THE FACILITIES MANAGEMENT DEPARTMENT; PROVIDING FOR
THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE
(FILE 7550 AWARDED TO DAIKIN APPLIED AMERICAS, INC DBA DAIKIN APPLIED,
FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR
EXTENSIONS, IN THE TOTAL THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF
$200,000.00).
WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing
Network 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 Buy Board Cooperative Purchasing Network programs 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
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
NUMBER VENDOR AMOUNT
7550 Daikin Applied Americas, Inc Dba Daikin Applied $200,000.00
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 Buy Board
Cooperative Purchasing Network 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
232
documents filed with the Buy Board Cooperative Purchasing Network 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
operative Purchasing Network, the City
Manager, or their 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 Buy Board
Cooperative Purchasing Network, 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 their 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 [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Birdia Johnson, District 1: ______ ______ ______ ______
Connie Baker, 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 ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
233
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
234
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
COOP
Daikin HVAC
Not Applicable
Christa Christian
7550
235
File 7550
CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DAIKIN APPLIED AMERICAS, INC DBA DAIKIN APPLIED (File # 7550) THIS CONTRACT is made and entered into this date _______________________, by and between DAIKIN APPLIED AMERICAS, INC DBA DAIKIN APPLIED a Delaware Corporation, whose address is 3243 STORY RD. WEST, IRVING, TEXAS 75038 hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES
Contractor shall provide products in accordance with the Contractor’s quote, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “F”. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by
reference: (a) Special Terms and Conditions (Exhibit “A”);
(b) Buyboard Cooperative Purchasing Contract #631-20 with Daikin Applied Americas, Inc., (Exhibit “B” on file at the office of the Purchasing Agent); (c) Exhibit C has been intentionally deleted. (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Insurance Requirements (Exhibit “E”); (f) Daikin Applied Americas, Inc quote (Exhibit “F”); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.”
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.
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
236
File 7550
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written.
CONTRACTOR: DAIKIN APPLIED BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER
_________________________________ EMAIL ADDRESS
___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY DEPUTY CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________
APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________
BOTH REVIEWED AND APPROVED as to financial and operational obligations
and business terms. _______________ Scott Gray______ SIGNATURE PRINTED NAME
Director of Facilities and CIP TITLE Facilities Administration__
DEPARTMENT
THIS AGREEMENT HAS BEEN
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
gregory.jones@daikinapplied.com
Gregory.Jones@daikinapplied.com
Gregory Jones
District Manager
214-208-8385
237
File 7550
Exhibit A Special Terms and Conditions 1. Contract Term The contract term will be one (1) year, effective from date of award. The City and the Contractor shall have the option to renew this contract for two additional (1) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 2. Total Contract Amount The contract total shall not exceed $200,000.00. Pricing shall be per Exhibit C attached.
3. Travel Expenses
All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are
incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 4. Limitations The City is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement, which may include those terms and conditions relating to: liens on City property; disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney’s fees; dispute resolution; and indemnities. Terms and conditions relating to these limitations will not be binding on the City, except to the extent not prohibited by the Constitution and the laws of the State of Texas.
5. Place and Condition of Work The City shall provide the Contractor access to the sites where the Contractor is to perform the services as
required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and
specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities.
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
238
File 7550
6. Workforce
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property: i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor
or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 7. Compliance with Health, Safety, and Environmental Regulations The Contractor, its Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. 8. Right to Audit A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit
findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the
audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and
electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document.
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
239
File 7550
9. Stop Work Notice
The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 10. Fraud Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 11. Delays
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the
Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in
paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 12. Claims If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar
days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be
delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 13. Confidentiality In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and
agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
240
File 7550
and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement,
unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 14. Gratuities The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any
determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 15. Prohibition against Personal Interest in Contracts
No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 16. Independent Contractor The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not
have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this
agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 17. Modifications The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract.
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
241
File 7550
18. Holidays
The following holidays are observed by the City: New Year’s Day (observed) MLK Day
Memorial Day 4th of July Labor Day
Thanksgiving Day Day After Thanksgiving Christmas Eve (observed)
Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls
on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City
Manager of Denton, Texas or his authorized designee. 19. Survival All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or
termination of the Contract. 20. Non-Suspension or Debarment Certification The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 21. Compliance with All State, Federal, and Local Laws
The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal
Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract.
Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
242
File 7550
State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 22. Drug Free Work Place The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 23. Respondent Liability for Damage to Government Property The Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within
one (1) calendar day. 24. No Waiver of Sovereign Immunity The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 25. Records Retention The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract.
27. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
243
File 7550
without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of
any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City.
27. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non-conforming deliverables,
the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 28. EQUAL OPPORTUNITY Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA.
29. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the
manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or
manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
244
File 7550
use. v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 30. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent.
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
245
File 7550
Exhibit B
Buyboard Cooperative Purchasing Contract #631-20 with Daikin Applied Americas, Inc.
On File at the Office of the Purchasing Agent
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
246
File 7550
Exhibit C
Intentionally Deleted
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
247
File 7550
Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish 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: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
248
File 7550
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.
▪ 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
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
249
File 7550
contract term which give rise to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in
the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated
coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with
the following marked specifications, and shall be maintained in compliance with these additional
specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall
be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [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
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
250
File 7550
with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non-owned autos. [X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000
policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building
or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required.
[ ] Professional Liability Insurance Professional liability insurance with limits not 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.
[ ] 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
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
251
File 7550
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract.
[ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications.
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
252
File 7550
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on
the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators,
employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been
extended. E. The contractor shall obtain from each person providing services on a project, and provide to
the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage
showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
253
File 7550
and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas
Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project;
2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project;
3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one
year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10
days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 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-
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
254
File 7550
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.
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
255
File 7550
Exhibit F Daikin Applied Americas, Inc Quote
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
256
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
257
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
258
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
259
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
260
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
261
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
262
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
263
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
264
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
265
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
266
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
267
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
268
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
269
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
270
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
271
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
272
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
273
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
274
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
275
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
276
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
277
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
278
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
279
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
280
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
281
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
282
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
283
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
284
File 7550
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. Daikin Applied Americas, Inc
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.
Exhibit G
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
285
File 7550
4 I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: CA5B1F2E-6C09-43FF-AA61-84C97989E2FC
286
Certificate Of Completion
Envelope Id: CA5B1F2E6C0943FFAA6184C97989E2FC Status: Sent
Subject: Please DocuSign: City Council Contract 7550 Daikin Applies
Source Envelope:
Document Pages: 52 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
4/5/2021 2:15:28 PM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christa Christian
christa.christian@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 4/5/2021 2:21:56 PM
Viewed: 4/5/2021 2:22:08 PM
Signed: 4/5/2021 2:26:55 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: 4/5/2021 2:26:57 PM
Viewed: 4/5/2021 4:03:12 PM
Signed: 4/5/2021 4:04:53 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/5/2021 4:04:54 PM
Viewed: 4/5/2021 4:16:02 PM
Signed: 4/5/2021 4:19:16 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gregory Jones
Gregory.Jones@daikinapplied.com
District Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address: 207.250.114.249
Sent: 4/5/2021 4:19:17 PM
Viewed: 4/5/2021 4:24:33 PM
Signed: 4/5/2021 4:25:48 PM
Electronic Record and Signature Disclosure:
Accepted: 4/5/2021 4:24:33 PM
ID: ba65c9eb-562b-4177-9208-a12a79aad7bf
287
Signer Events Signature Timestamp
Scott Gray
scott.gray@cityofdenton.com
Director - Airport, Facilities, Real Estate
x
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.169.208.246
Sent: 4/5/2021 4:25:50 PM
Viewed: 4/5/2021 4:26:19 PM
Signed: 4/5/2021 4:26:39 PM
Electronic Record and Signature Disclosure:
Accepted: 4/5/2021 4:26:19 PM
ID: fe30db06-dfab-4145-a868-a433750ec76e
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/5/2021 4:26:42 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/7/2021 10:55:37 AM
ID: 2b02d36b-e33b-4583-9d6d-9a255572abb9
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/5/2021 2:26:57 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/5/2021 4:26:42 PM
288
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/5/2021 4:26:42 PM
Viewed: 4/8/2021 8:46:01 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marissa Barrett
marissa.barrett@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/5/2021 2:21:56 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
289
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Gregory Jones, Scott Gray, Rosa Rios
290
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
291
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
292
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-749,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 their designee,to execute a contract with SEMA Construction,Inc.,for the construction of
the Mistywood,Craig,Freedom,and Chebi Street Reconstruction Project for the City of Denton;providing for
the expenditure of funds therefor;and providing an effective date (CSP 7600 -awarded to SEMA Construction,
Inc., in the not-to-exceed amount of $1,886,473.58).
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™293
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: April 27, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or their designee, to execute a contract with SEMA Construction, Inc., for
the construction of the Mistywood, Craig, Freedom, and Chebi Street Reconstruction Project for the City
of Denton; providing for the expenditure of funds therefor; and providing an effective date (CSP 7600 –
awarded to SEMA Construction, Inc., in the not-to-exceed amount of $1,886,473.58).
INFORMATION/BACKGROUND
The Mistywood, Craig, Freedom, and Chebi Street Reconstruction Project are part of the Street
Reconstruction Program intended to improve the Overall Condition Index of residential streets throughout
Denton. This program is funded by the 2019 Bond Program, which was approved by Denton residents via
referendum on November 5, 2019.
Staff is committed to initiating construction on the Street Reconstruction Program as quickly as possible
and partnered with Freese and Nichols, Inc. to develop a program to implement a neighborhood-based
approach to completing street segments in the 2019 Bond Program. These street segments were selected as
part of the “early start” program because they did not include utility or other, more comprehensive upgrades
being designed as part of the neighborhood approach of the 2019 Bond Program.
The total project cost of $1,886,473.58 for the Mistywood, Craig, Freedom, and Chebi Street
Reconstruction Project consist of a $1,796,641.50 base bid and an $89,832.08 contingency. A five (5)
percent contingency allowance, if any, is for the sole use of the City and will be subject to written
authorization by the City’s Project Manager. The engineer’s estimate for comparison (without contingency)
for the proposal was $1,883,000.
Rather than going with the traditional Invitation for Bid for this construction project, staff opted to issue a
Competitive Sealed Proposal, to ensure that staff was able to select the firm with the highest quality
specifications and probable performance was selected rather than having to select the firm submitting the
lowest price.
Competitive Sealed Proposals were sent to 446 prospective contractors, including 35 Denton firms, for this
project. In addition, specifications were placed on the Materials Management website for prospective
suppliers to download and advertised in the local newspaper. Seven proposals, with four being responsive,
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
294
were received, references were checked, and were evaluated based upon published criteria including key
personnel, quality of work, schedule, safety, and price. Based upon this evaluation, SEMA Construction,
Inc. was ranked the highest and determined to be the best value for the City.
NIGP Code Used for Solicitation: 913 - (Service Only) - Construction
Services, Heavy (Incl. Maintenance and
Repair Services)
Notifications sent for Solicitation sent in IonWave: 446
Number of Suppliers that viewed Solicitation in IonWave: 35
HUB-Historically Underutilized Business Invitations sent out: 30
SBE-Small Business Enterprise Invitations sent out: 163
Responses from Solicitation: 7
Responses Meeting Specifications: 4
RECOMMENDATION
Award a contract with SEMA Construction, Inc., for the construction of Mistywood, Craig, Freedom, and
Chebi Street Reconstruction Project, in a not-to-exceed amount of $1,886,473.58.
PRINCIPAL PLACE OF BUSINESS
SEMA Construction, Inc.
Grapevine, TX
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within 180 calendar days.
FISCAL INFORMATION
This project will be funded from General Obligation Bonds.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Pricing Evaluation
Exhibit 3: Street Segments
Exhibit 4: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Trevor Crain at 940-349-7426.
Legal point of contact: Marcella Lunn at 940-349-8333.
295
SEMA Construction, Inc.Pavecon Public Works, LP Sunmount Paving (Eurovia Atlantic
Coast LLC dba Sunmount Paving)
Reliable Commercial
Construction
Grapevine, TX Grand Prairie, TX Justin, TX Arlington, TX
Line #Description Unit Unit Unit Unit
1
2 Base Bid Amount $1,796,641.50 $1,264,259.75 $1,758,620.05 $1,712,479.00
$89,832.08
$1,886,473.58
Item #Description SEMA Construction, Inc.Pavecon Public Works, LP Sunmount Paving (Eurovia Atlantic
Coast LLC dba Sunmount Paving)
Reliable Commercial
Construction
1 Offeror’s Key Personnel - 10%9 4.25 5.75 1.75
2 Quality, Reputation, and Ability to Complete Similar Projects on Schedule and Within Budget - 35%28 17.5 21 15.75
3 Detailed Schedule and Written Plan - 10% 9.5 6 6.5 4
4 Offeror’s Safety Record - 5%3.25 2.75 2.75 1.25
5 Price, Total Cost of Ownership - 40%28.15 40 28.76 29.53
77.90 70.50 64.76 52.28
Contract Total:
Evaluation
Total Score:
Exhibit 2
CSP 7600 - Pricing Evaluation for Street Reconstruction Bond Residential Streets Phase 1
Respondent's Business Name:
Principal Place of Business (City and State):
TOTAL PROPOSAL AMOUNT
5% Contingency:
296
Street Segments
Street Name Type To From Subdivision Package
Chebi Ln Freedom Ln Old North Rd Northwood Estates 7600
Craig Ln Emerson Ln Mistywood Ln Northwood Estates 7600
Freedom Ln Emerson Ln Chebi Ln Northwood Estates 7600
Mistywood Ln Craig Ln East Northwood Estates 7600
Mistywood Ln Liberty Ln Craig Ln Northwood Estates 7600
Mistywood Ln Freedom Ln Liberty Ln Northwood Estates 7600
Mistywood Ln Old North Rd Freedom Ln Northwood Estates 7600
297
ORDINANCE NO. _________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
EXECUTE A CONTRACT WITH SEMA CONSTRUCTION, INC., FOR THE CONSTRUCTION
OF THE MISTYWOOD, CRAIG, FREEDOM, AND CHEBI STREET RECONSTRUCTION
PROJECT FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (CSP 7600 - AWARDED TO SEMA
CONSTRUCTION, INC., IN THE NOT-TO-EXCEED AMOUNT OF $1,886,473.58).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
Street Reconstruction Bond Residential Streets Phase 1; and
WHEREAS, the City Manager, or a designated employee, has received, 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 completive sealed
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 competitive sealed proposal for materials,
equipment, supplies, or services shown in the “Competitive Sealed 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
competitive sealed proposal.
RFP
NUMBER CONTRACTOR AMOUNT
7600 SEMA Construction, Inc. $1,886,473.58
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 wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
298
written contract which shall be attached hereto; 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 of Denton
under this ordinance to the City Manager of the City of Denton, or their 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 vote [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Birdia Johnson, District 1: ______ ______ ______ ______
Connie Baker, 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 ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
299
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
300
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
MCFC Residential Street Reconstruction
CSP 7600
Cori Power
Not Applicable
301
00 52 44 AGREEMENT - CSP Page 1 of 7
CITY OF DENTON CSP# 7600 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
SECTION 00 52 44 1
AGREEMENT - CSP 2
THIS AGREEMENT, authorized on _________________is made by and between the City of 3 Denton, a Texas home rule municipal corporation, acting by and through its duly authorized City 4 Manager, (“City”), and SEMA Construction, Inc., authorized to do business in Texas, acting by 5 and through its duly authorized representative, (“Contractor”). 6
City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 7
Article 1. WORK 8
Contractor shall complete all Work as specified or indicated in the Contract Documents for the 9 Project identified herein. 10
Article 2. PROJECT 11
The project for which the Work under the Contract Documents may be the whole or only a part is 12 generally described as follows: 13
MCFC Residential Street Reconstruction (also known as 2019 Street Reconstruction Bond 14
Residential Streets Phase 1) 15
Contract No: 7600 16
Article 3. CONTRACT PRICE 17 City agrees to pay Contractor for performance of the Work in accordance with the Contract 18 Documents an amount, in current funds, of One million, seven hundred ninety-six thousand, six 19 hundred forty-one dollars and fifty cents ($1,796,641.50). At the sole option of the City, five (5) 20 percent contingency in the amount of Eighty-nine thousand eight hundred and thirty-two Dollars 21
and 08/100 cents ($89,832.08) may be used for a total not-to-exceed amount of One million eight 22 hundred eighty-six thousand four hundred and seventy-three Dollars and 58/100 cents 23 ($1,886,473.58). 24
25
Article 4. CONTRACT TIME 26
4.1 Time is of the essence. 27
All time limits for Milestones, if any, Substantial Completion and Final Acceptance as 28 stated in the Contract Documents are of the essence to this Contract. 29
4.2 Substantial Completion. 30
The Work will be Substantially Complete, as defined in the Supplementary Conditions, 31 within 180 Days after the date when the Contract Time commences to run, which is the 32 day indicated in the Notice to Proceed, plus any extension thereof allowed in accordance 33
with Article 11 of the General Conditions. 34
4.3 Final Acceptance. 35
The Work will be complete for Final Acceptance within 30 Days from Substantial 36 Completion, plus any extension thereof allowed in accordance with Article 11 of the 37 General Conditions. 38
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
302
00 52 44 AGREEMENT - CSP Page 2 of 7
CITY OF DENTON CSP# 7600 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
4.5 Liquidated Damages: 1
A. Contractor recognizes that time is of the essence to achieve Milestones, Substantial 2 Completion, and Final Acceptance of the Work, and City will suffer financial and other 3 losses if the Work is not completed within the times specified in the Contract 4 Documents. The Contractor also recognizes the delays, expense and difficulties 5 involved in proving, in a legal or arbitration proceeding, the actual loss suffered by the 6 City if the Work related to the Milestones, Substantial Completion, or Final Acceptance 7
is not completed on time. Accordingly, instead of requiring any such proof, Contractor 8 agrees that liquidated damages for delay (but not as a penalty): 9
1. Substantial Completion: If the Contractor neglects, refuses, or fails to achieve 10
Substantial Completion, as defined in the Supplementary Conditions, within the 11 time (as duly adjusted pursuant to the Contract) specified in Paragraph 4.2, 12 Contractor shall pay City One Thousand Dollars ($1,000.00) for each day that 13
expires after such time, until Substantial Completion is achieved. 14
2. Final Acceptance: If Contractor neglects, refuse, or fails to complete the Work 15 within the time (as duly adjusted pursuant to the Contract) specified in Paragraph 16
4.3, for completion and readiness for Final Payment, Contractor shall pay City One 17
Thousand Dollars ($1,000.00) for each day that expires after such time, until the 18 date determined by City as stated in the City-issued Letter of Final Acceptance. 19
Article 5. CONTRACT DOCUMENTS 20
5.1 CONTENTS: 21
A. The Contract comprises the entire agreement between City and Contractor concerning the 22 Work and consists of this Agreement and the items set forth below. The Contract 23 Documents consist of all items below other than this Agreement: 24
1. Attachments to this Agreement: 25 a. Proposal Form 26 1) Proposal Form 27
2) Unit Price Proposal Form 28 3) Vendor Compliance to State Law Non-Resident Offeror 29 4) State and Federal documents (project specific) 30
b. Current Prevailing Wage Rate Table 31 c. Worker’s Compensation Affidavit 32 d. General Conditions. 33
e. Supplementary Conditions. 34
2. The following located in File No. 7600 at: 35 https://lfpubweb.cityofdenton.com/MaterialsManagement/Browse.aspx?startid=36 19&row=1&dbid=0: 37 a. Specifications described in the Table of Contents (Section 00 00 00) of the 38 Project’s Contract Documents. 39 b. Drawings. 40 c. Addenda. 41 d. Documentation submitted by Contractor prior to Notice of Award. 42
3. The following which shall be issued after the Effective Date of this Agreement and 43 delivered to the City within ten (10) days of the Effective Date and before beginning 44
Work: 45 a. Payment Bond 46 b. Performance Bond 47
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
303
00 52 44 AGREEMENT - CSP Page 3 of 7
CITY OF DENTON CSP# 7600 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
c. Maintenance Bond 1 d. Power of Attorney for the Bonds 2 e. Form 1295 – Certificate of Interested Parties (email to City’s Materials 3 Management department) 4 f. Insurance Certificate 5
4. Specifications specifically made a part of the Contract Documents by attachment or, 6 if not attached, as incorporated by reference and described in the Table of Contents 7
of the Project’s Contract Documents. 8
5. The following which may be delivered or issued after the Effective Date of the 9 Agreement and, if issued, become an incorporated part of the Contract Documents: 10
a. Notice to Proceed. 11 b. Field Orders. 12 c. Change Orders. 13
d. Letter of Final Acceptance. 14
15
16
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
304
00 52 44 AGREEMENT - CSP Page 4 of 7
CITY OF DENTON CSP# 7600 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
Article 6. INDEMNIFICATION 1
6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 2
EXPENSE, THE CITY, ITS OFFICERS, ELECTED AND APPOINTED OFFICIALS, 3
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS FOR 4
PERSONAL INJURY OR DEATH, ARISING OUT OF, OR ALLEGED TO ARISE 5
OUT OF, RELATED TO OR IN CONNECTION WITH THE WORK AND 6
SERVICES TO BE PERFORMED BY THE CONTRACTOR, ITS OFFICERS, 7
AGENTS, EMPLOYEES, SUBCONTRACTORS, LICENSEES OR INVITEES 8
UNDER THIS CONTRACT. THIS INDEMNIFICATION PROVISION IS 9
SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS 10
ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING 11
SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION 12
OR NEGLIGENCE OF THE CITY. THIS INDEMNITY PROVISION IS INTENDED 13
TO INCLUDE, WITHOUT LIMITATION, INDEMNITY FOR ANY AND ALL 14
COSTS, EXPENSES AND LEGAL FEES INCURRED BY THE CITY IN 15
DEFENDING AGAINST SUCH CLAIMS AND CAUSES OF ACTIONS. 16
17
6.2 CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD 18
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, THE CITY, ITS OFFICERS, 19
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS 20
FOR, LOSS OF, DAMAGE TO, OR DESTRUCTION OF, PROPERTY OF THE CITY 21
OR OF A THIRD PARTY, ARISING OUT OF, OR ALLEGED TO ARISE OUT OF, 22
RELATED TO OR IN CONNECTION WITH THE WORK AND SERVICES TO BE 23
PERFORMED BY THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, 24
SUBCONTRACTORS, LICENSEES OR INVITEES UNDER THIS CONTRACT. 25
THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO 26
OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT 27
ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN 28
WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE 29
CITY. THIS INDEMNITY PROVISION IS INTENDED TO INCLUDE, WITHOUT 30
LIMITATION, INDEMNITY FOR ANY AND ALL COSTS, EXPENSES AND 31
LEGAL FEES INCURRED BY THE CITY IN DEFENDING AGAINST SUCH 32
CLAIMS AND CAUSES OF ACTIONS. 33
34
Article 7. MISCELLANEOUS 35
7.1 Capitalized Terms. 36
Unless otherwise stated herein, capitalized terms used in this Agreement which are defined 37 in Article 1 of the General Conditions will have the meanings indicated in the General 38 Conditions. 39
7.2 Assignment of Contract. 40
This Agreement, including all of the Contract Documents may not be assigned by the 41 Contractor without the advance express written consent of the City. 42
7.3 Successors and Assigns. 43
City and Contractor each binds itself, its partners, successors, assigns and legal 44
representatives to the other party hereto, in respect to all covenants, agreements and 45 obligations contained in the Contract Documents. 46
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
305
00 52 44 AGREEMENT - CSP Page 5 of 7
CITY OF DENTON CSP# 7600 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
7.4 Severability. 1
Any provision or part of the Contract Documents held to be unconstitutional, void or 2 unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 3 remaining provisions shall continue to be valid and binding upon City and Contractor. 4
7.5 Venue and Waiver of Sovereign Immunity. 5
This Agreement, including all of the Contract Documents is performable in the State of 6 Texas. Venue shall be in the state district courts of Denton County, Texas. The City’s 7
sovereign immunity is waived only to the extent set forth and in accordance with the 8 provisions of Subchapter I, Chapter 271 of the Texas Local Government Code or as otherwise 9 specifically waived by law. The City does not waive its sovereign immunity to suit in federal 10
court. 11
7.6 Authority to Sign. 12
Contractor hereby certifies that the person signing the Agreement on its behalf is the duly 13
authorized signatory of the Contractor. 14
15 7.7 Prohibition On Contracts With Companies Boycotting Israel. 16
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 17
Code, the City is prohibited from entering into a contract with a company for goods or 18
services unless the contract contains a written verification from the company that it: (1) 19
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 20
The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms 21
in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 22
certifies that Contractor’s signature provides written verification to the City that 23
Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of 24
the contract. 25
26
7.8 Immigration Nationality Act. 27
Contractor shall verify the identity and employment eligibility of its employees who perform 28 work under this Agreement, including completing the Employment Eligibility Verification 29 Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 30
and supporting eligibility documentation for each employee who performs work under this 31 Agreement. Contractor shall adhere to all Federal and State laws as well as establish 32 appropriate procedures and controls so that no services will be performed by any Contractor 33
employee who is not legally eligible to perform such services. CONTRACTOR SHALL 34
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 35
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 36
CONTRACTOR, CONTRACTOR’S EMPLOYEES, SUBCONTRACTORS, 37
AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 38 to immediately terminate this Agreement for violations of this provision by Contractor. 39
40
7.9 No Third-Party Beneficiaries. 41
This Agreement gives no rights or benefits to anyone other than the City and the Contractor 42 and there are no third-party beneficiaries. 43
44
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
306
00 52 44 AGREEMENT - CSP Page 6 of 7
CITY OF DENTON CSP# 7600 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
7.10 No Cause of Action Against Engineer. 1
Contractor, its subcontractors and equipment and materials suppliers on the Project or their 2 sureties, shall maintain no direct action against the Engineer, its officers, employees, and 3 subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 4 services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 5 The presence or duties of the Engineer's personnel at a construction site, whether as on-site 6 representatives or otherwise, do not make the Engineer or its personnel in any way 7
responsible to Contractor or any other entity for those duties that belong to the City, and do 8 not relieve Contractor or any other entity of its obligations, duties, and responsibilities, 9 including, but not limited to, all construction methods, means, techniques, sequences, and 10
procedures necessary for performing, coordinating and completing all portions of the Work 11 in accordance with the Contract Documents and any health or safety precautions required by 12 such Work. The Engineer and its personnel have no authority to exercise any control over 13
any construction contractor or other entity or their employees in connection with their work 14 or any health or safety precautions. 15
16
SIGNATURE PAGE TO FOLLOW 17 18
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
307
00 52 44 AGREEMENT - CSP Page 7 of 7
CITY OF DENTON CSP# 7600 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 1 as of the date subscribed by the City’s City Manager or his designee (“Effective Date”). 2
3 4
5 6 7 8 9 10
11 12 13 14 15 16
17 18 19 20 21 22
23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 ATTEST: 39 ROSA RIOS, CITY SECRETARY 40 41 42 _______________________________________ 43 44 45 APPROVED AS TO LEGAL FORM: 46 AARON LEAL, CITY ATTORNEY 47 48 49 _______________________________________ 50
CITY OF DENTON
BY: ___________________________________ TITLE: ________________________________
DATE:_________________________________ CONTRACTOR SEMA CONSTRUCTION, INC.
BY: ___________________________________ AUTHORIZED AGENT
_______________________________________ NAME _______________________________________ TITLE _______________________________________ PHONE NUMBER _______________________________________ EMAIL ADDRESS
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: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
Steven C. Mills
Corporate V.P., Contracts
smills@sema.inc
Office-407-563-7900 / Cell: 303-681-1072
Director of Capital Projects/City Engineer
Rebecca Diviney
Capital Projects- Engineering
308
00 41 01
PROPOSAL FORM - CSP
Page 1 of 3
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
SECTION 00 41 01 1
PROPOSAL FORM - CSP 2
TO: Cori Power 3
c/o: Purchasing Division 4
901-B Texas Street 5
Denton, Texas 76209 6
7
FOR: 2019 Street Reconstruction Bond Residential Streets Phase 1 8
9
1 Enter into Agreement 10
11
The undersigned Offeror proposes and agrees, if this Proposal is accepted, to enter into an 12
Agreement with City in the form included in the Proposal Documents to perform and furnish all 13
Work as specified or indicated in the Contract Documents for the Unit Price Proposal and within 14
the Contract Time indicated in this Proposal and in accordance with the other terms and 15
conditions of the Contract Documents. 16
17
2 OFFEROR Acknowledgements and Certification 18
19
2.1 In submitting this Proposal, Offeror accepts all of the terms and conditions of the 20
INVITATION TO OFFORERS and INSTRUCTIONS TO OFFORERS, including without 21
limitation those dealing with the disposition of Offeror’s Bond. 22
2.2 Offeror is aware of all costs to provide the required insurance, will do so pending contract 23
award, and will provide a valid insurance certificate meeting all requirements within 14 24
days of notification of award. 25
2.3 Offeror certifies that this Proposal is genuine and not made in the interest of or on behalf of 26
any undisclosed individual or entity and is not submitted in conformity with any collusive 27
agreement or rules of any group, association, organization, or corporation. 28
2.4 Offeror has not directly or indirectly induced or solicited any other Offeror to submit a 29
false or sham Proposal. 30
2.5 Offeror has not solicited or induced any individual or entity to refrain from proposing. 31
2.6 Offeror has not engaged in corrupt, fraudulent, collusive, or coercive practices in 32
competing for the Contract. For the purposes of this Paragraph: 33
34
a. "corrupt practice" means the offering, giving, receiving, or soliciting of anything 35
of value likely to influence the action of a public official in the proposal process. 36
37
b. "fraudulent practice" means an intentional misrepresentation of facts made (a) to 38
influence the proposal process to the detriment of City (b) to establish proposal 39
prices at artificial non-competitive levels, or (c) to deprive City of the benefits of 40
free and open competition. 41
42
c. "collusive practice" means a scheme or arrangement between two or more 43
Offerors, with or without the knowledge of City, a purpose of which is to 44
establish proposal prices at artificial, non-competitive levels. 45
46
d. "coercive practice" means harming or threatening to harm, directly or indirectly, 47
persons or their property to influence their participation in the proposal process 48
or affect the execution of the Contract. 49
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
309
00 41 01
PROPOSAL FORM - CSP
Page 2 of 3
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
2.7 The Offeror acknowledges and agrees to comply with the requirements of City Ethics 1
Ordinance No. 18-757. 2
3
3 Time of Completion 4
5
3.1 The Work will be Substantially Complete as defined in the Supplementary Conditions 6
within 180 Days after the date when the Contract Time commences to run, which is the day 7
indicated in the Notice to Proceed, plus any extension thereof allowed in accordance with 8
Article 11 of the General Conditions. 9
3.2 The Work will be complete for Final Acceptance within 30 Days after the date when the 10
Contract Time commences to run, which is the day indicated in the Notice to Proceed, plus 11
any extension thereof allowed in accordance with Article 11 of the General Conditions. 12
3.3 Offeror accepts the provisions of the Agreement as to Liquidated Damages in the event of 13
failure to obtain Milestones (if applicable), Substantial Completion, and Final Acceptance 14
within the times specified in the Agreement. 15
16
4 Attached to this Proposal 17
18
4.1 The following documents are attached to and made a part of this Proposal: 19
a. Section 00 35 14 – Conflict of Interest Affidavit – CSP 20
b. Section 00 41 01 – This Proposal Form – CSP 21
c. Section 00 42 44 – Unit Price Proposal Form – CSP – Electronic Excel Copy 22
d. Section 00 43 14 – Required Offeror’s Bond – CSP, issued by a surety meeting the 23
requirements of Paragraph 6.01 of the General Conditions. 24
e. Section 00 43 38 – Proposed Subcontractors Form – CSP 25
f. Section 00 43 39 – Vendor Compliance to State Law Non-Resident Offeror – CSP 26
g. Section 00 45 14 – Safety Record Questionnaire – CSP 27
h. Section 00 45 27 – Contractor’s Compliance with Workers Compensation Law – 28
CSP 29
i. Section 00 45 44 – Corporate Resolution of Authorized Signatories – CSP 30
j. Any additional documents required by Paragraph 12 of Section 00 21 16 – 31
Instructions to Offerors 32
33
5 Total Proposal Amount 34
35
5.1 Offeror will complete the Work in accordance with the Contract Documents for the 36
following proposal amount. In the space provided below, please enter the total proposed 37
amount for this project. This figure will be read publicly by the City at the proposal 38
opening. 39
5.2 It is understood and agreed by the Offeror in signing this proposal that the total proposed 40
amount entered below is subject to verification and/or modification by multiplying the unit 41
prices for each pay item by the respective estimated quantities shown in this proposal and 42
then totaling all of the extended amounts. 43
44
45
Total Proposal Amount: $____________________________ 46
47
6 Proposal Submittal 48
49
1,981,127.50
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
310
00 41 01
PROPOSAL FORM - CSP
Page 3 of 3
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
6.1 It is understood by Offeror that submission of the total proposal amount is only one of the 1
factors for the City’s evaluation process, and that any award of contract will be based on 2
the complete evaluation of the Proposal and Offeror by City under the terms provided in 3
the Instructions to Offerors or any validly issued amendments or addenda. 4
5
6.2 This Proposal is submitted on _____________________________, 20___ by the entity 6
named below. 7
8
9
Respectfully submitted, 10
11
By: ______________________________ 12
(Signature) 13
14
_________________________________ 15
(Printed Name) 16
17
Title: _____________________________ 18
19
Company: _________________________ 20
21
Address: __________________________ 22
___________________________ 23
State of Incorporation: _______________ 24
Email: ____________________________ 25
Phone: ____________________________ 26
END OF SECTION 27
February 9 21
T. Brett Ames
Vice President
SEMA Construction, Inc.
2331 Mustang Drive, Ste. 300
Grapevine, TX 76051
Colorado
estimating.tx@semaconstruction.com
(817) 251-5001
Best and Final Offer(BAFO) pricing was
submitted on March 16, 2021
BAFO Proposal Amount: $1,796,641.50
the attached Unit Price proposal is per
the BAFO Pricing.
Approved By: ___________________
Printed Name: T. Brett Ames
SEMA Construction, Inc. acknowledges receipt of Addendum No. 1
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
311
To:From:
PROJ.:
RFP:CSP #7600
ENG
PMO:
Item
No.
NCTCOG
Spec. No.Description UOM BID QTY Unit Price Extended Price
1 MOBILIZATION (MAX 5% OF CONTRACT)LS 1 89,800.00$ $ 89,800.00
2 801 TEMPORARY TRAFFIC CONTROL PLAN, BARRICADES & SIGNS LS 1 77,000.00$ $ 77,000.00
3 201 EROSION CONTROL PLAN (SWPPP) & IMPLEMENTATION LS 1 25,000.00$ $ 25,000.00
4 203 GENERAL SITE PREPARATION STA 42 3,412.00$ $ 143,304.00
5 PRECONSTRUCTION SURVEY LS 1 50,000.00$ $ 50,000.00
6 TEMPORARY PROJECT SIGNS EA 3 650.00$ $ 1,950.00
7 203 REMOVE ASPHALT PAVEMENT SY 13250 5.00$ $ 66,250.00
8 203 REMOVE CONCRETE PAVEMENT SY 2150 10.00$ $ 21,500.00
9 203 REMOVE CONCRETE SIDEWALK SY 25 15.00$ $ 375.00
10 203 REMOVE CONCRETE CURB & GUTTER LF 5735 4.00$ $ 22,940.00
11 301 12" LIME AND CEMENT SUBGRADE TREATMENT SY 16275 7.50$ $ 122,062.50
12 301.2 LIME (66 LBS/SY)TON 375 150.00$ $ 56,250.00
13 301.3 CEMENT (66LBS/SY)TON 160 150.00$ $ 24,000.00
14 305 8" CONCRETE PAVEMENT - INTERSECTION APPROACH SY 885 80.00$ $ 70,800.00
15 305 STANDARD CONCRETE CURB & GUTTER LF 5735 27.00$ $ 154,845.00
16 305 6" CONCRETE PAVEMENT - DRIVEWAY APPROACH SY 1910 84.00$ $ 160,440.00
17 305 4" CONCRETE SIDEWALK SY 25 122.00$ $ 3,050.00
18 305 6" CONCRETE FLUME SY 10 160.00$ $ 1,600.00
19 305 BARRIER FREE RAMPS EA 4 2,000.00$ $ 8,000.00
20 302 ASPHALT PAVEMENT SURFACE COURSE (2" HMAC) (TY D) SY 12990 11.00$ $ 142,890.00
21 302 ASPHALT PAVEMENT BASE COURSE (4" HMAC) (TY B) SY 12960 20.00$ $ 259,200.00
22 302 ASPHALT PAVEMENT CURB UNDERLAYMENT COURSE (2" HMAC) (TY B) SY 15805 12.00$ $ 189,660.00
23 ROADSIDE SIGN ASSEMBLY (REMOVE & RELOCATE)EA 5 700.00$ $ 3,500.00
24 MASONRY MAILBOX (REMOVE & REPLACE)EA 9 1,000.00$ $ 9,000.00
25 STANDARD MAILBOX (REMOVE & REPLACE)EA 18 875.00$ $ 15,750.00
26 STANDARD MAILBOX (REMOVE & REINSTALL)EA 72 700.00$ $ 50,400.00
27 202 BLOCK SODDING SY 5415 5.00$ $ 27,075.00
1,796,641.50$
1,796,641.50$ TOTAL PROPOSAL:
901-B Texas Street
Denton, TX 76209
OFFEROR'S APPLICATION - UNIT PRICE PROPOSAL
2331 Mustang Drive
Suite 300
Grapevine, TX 76051
Mike Moore
TOTAL PROPOSAL:
2019 Street Reconstruction Bond Residential Streets Phase 1
(214) 232-1772
mmoore@semaconstruction.com
SECTION 00 42 44 - UNIT PRICE PROPOSAL FORM - CSP
Cory Power/Purchasing Dept.
2019 Street Reconstruction Bond Residential Streets Phase 1
City of Denton - Capital Projects
SEMA Construction, Inc.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
312
00 43 39
VENDOR COMPLIANCE TO STATE LAW NON-RESIDENT OFFEROR - CSP
Page 1 of 2
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
SECTION 00 43 39 1
VENDOR COMPLIANCE TO STATE LAW NON-RESIDENT OFFEROR - CSP 2
3
Texas Government Code Chapter 2252 was adopted for the award of contracts to nonresident 4
offerors. This law provides that, in order to be awarded a best value contract where the offeror 5
also offered the lowest proposal price, nonresident offerors (out-of-state contractors whose 6
corporate offices or principal place of business are outside the State of Texas) propose on 7
projects for construction, improvements, supplies or services in Texas at an amount lower than 8
the lowest Texas resident offeror by the same amount that a Texas resident offeror would be 9
required to underbid a nonresident offeror in order to obtain a comparable contract in the State 10
which the nonresident’s principal place of business is located. 11
The appropriate blanks in Section A must be filled out by all nonresident offerors in order for 12
your proposal to meet specifications. The failure of nonresident offerors to do so will 13
automatically disqualify that offeror. Resident offerors must check the box in Section B. 14
A. Nonresident offerors in the State of ______________________, our principal place of 15
business, are required to be ________________ percent lower than resident offerors by 16
State Law. A copy of the statute is attached. 17
Nonresident offerors in the State of _____________________, our principal place of 18
business, are not required to underbid resident Offerors. 19
B. The principal place of business of our company or our parent company or majority owner is 20
in the State of Texas. 21
22
OFFEROR: 23
24
_____________________________________ By: ___________________________________ 25
Company (Please Print) 26
27
_____________________________________ Signature: ______________________________ 28
Address 29
30
_____________________________________ Title: __________________________________ 31
City/State/Zip (Please Print) 32
33
Colorado
SEMA Construction, Inc.
2331 Mustang Drive, Ste. 300
Grapevine, TX 76051 Vice President
T. Brett Ames
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
313
00 43 39
VENDOR COMPLIANCE TO STATE LAW NON-RESIDENT OFFEROR - CSP
Page 2 of 2
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
Date: __________________________________ 1
2
END OF SECTION 3
2/9/21
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
314
"General Decision Number: TX20210025 01/01/2021
Superseded General Decision Number: TX20200025
State: Texas
Construction Type: Highway
Counties: Archer, Callahan, Clay, Collin, Dallas, Delta,
Denton, Ellis, Grayson, Hunt, Johnson, Jones, Kaufman, Parker,
Rockwall, Tarrant and Wise Counties in Texas.
HIGHWAY CONSTRUCTION PROJECTS (excluding tunnels, building
structures in rest area projects & railroad construction;
bascule, suspension & spandrel arch bridges designed for
commercial navigation, bridges involving marine construction;
and other major bridges).
Note: Under Executive Order (EO) 13658, an hourly minimum wage
of $10.95 for calendar year 2021 applies to all contracts
subject to the Davis-Bacon Act for which the contract is awarded
(and any solicitation was issued) on or after January 1, 2015.
If this contract is covered by the EO, the contractor must pay
all workers in any classification listed on this wage
determination at least $10.95 per hour (or the applicable
wage rate listed on this wage determination, if it is higher)
for all hours spent performing on the contract in calendar
year 2021. If this contract is covered by the EO and a
classification considered necessary for performance of work on
the contract does not appear on this wage determination, the
contractor must pay workers in that classification at least
the wage rate determined through the conformance process set
forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate,
if it is higher than the conformed wage rate). The EO minimum
wage rate will be adjusted annually. Please note that
this EO applies to the above-mentioned types of contracts
entered into by the federal government that are subject
to the Davis-Bacon Act itself, but it does not apply
to contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(2)-(60). Additional
information on contractor requirements and worker protections
under the EO is available at www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/01/2021
* SUTX2011-007 08/03/2011
Rates Fringes
CONCRETE FINISHER (Paving and
Structures)......................$ 14.12
ELECTRICIAN......................$ 19.80
Page 1 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
315
FORM BUILDER/FORM SETTER
Paving & Curb...............$ 13.16
Structures..................$ 13.84
LABORER
Asphalt Raker...............$ 12.69
Flagger.....................$ 10.06
Laborer, Common.............$ 10.72
Laborer, Utility............$ 12.32
Pipelayer...................$ 13.24
Work Zone Barricade
Servicer....................$ 11.68
POWER EQUIPMENT OPERATOR:
Asphalt Distributor.........$ 15.32
Asphalt Paving Machine......$ 13.99
Broom or Sweeper............$ 11.74
Concrete Pavement
Finishing Machine...........$ 16.05
Concrete Saw................$ 14.48
Crane Operator, Lattice
Boom 80 Tons or Less........$ 17.27
Crane Operator, Lattice
Boom over 80 Tons...........$ 20.52
Crane, Hydraulic 80 Tons
or Less.....................$ 18.12
Crawler Tractor.............$ 14.07
Excavator, 50,000 pounds
or less.....................$ 17.19
Excavator, over 50,000
pounds......................$ 16.99
Foundation Drill , Truck
Mounted.....................$ 21.07
Foundation Drill, Crawler
Mounted.....................$ 17.99
Front End Loader 3 CY or
Less........................$ 13.69
Front End Loader, over 3 CY.$ 14.72
Loader/Backhoe..............$ 15.18
Mechanic....................$ 17.68
Milling Machine.............$ 14.32
Motor Grader, Fine Grade....$ 17.19
Motor Grader, Rough.........$ 16.02
Pavement Marking Machine....$ 13.63
Reclaimer/Pulverizer........$ 11.01
Roller, Asphalt.............$ 13.08
Roller, Other...............$ 11.51
Scraper.....................$ 12.96
Small Slipform Machine......$ 15.96
Spreader Box................$ 14.73
Servicer.........................$ 14.58
Steel Worker (Reinforcing).......$ 16.18
TRUCK DRIVER
Lowboy-Float................$ 16.24
Off Road Hauler.............$ 12.25
Single Axle.................$ 12.31
Single or Tandem Axle Dump
Truck.......................$ 12.62
Tandem Axle Tractor with
Semi Trailer................$ 12.86
Page 2 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
316
Transit-Mix.................$ 14.14
WELDER...........................$ 14.84
----------------------------------------------------------------
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
================================================================
Note: Executive Order (EO) 13706, Establishing Paid Sick Leave
for Federal Contractors applies to all contracts subject to the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for their
own illness, injury or other health-related needs, including
preventive care; to assist a family member (or person who is
like family to the employee) who is ill, injured, or has other
health-related needs, including preventive care; or for reasons
resulting from, or to assist a family member (or person who is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional information
on contractor requirements and worker protections under the EO
is available at www.dol.gov/whd/govcontracts.
Unlisted classifications needed for work not included within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract clauses
(29CFR 5.5 (a) (1) (ii)).
----------------------------------------------------------------
The body of each wage determination lists the classification
and wage rates that have been found to be prevailing for the
cited type(s) of construction in the area covered by the wage
determination. The classifications are listed in alphabetical
order of ""identifiers"" that indicate whether the particular
rate is a union rate (current union negotiated rate for local),
a survey rate (weighted average rate) or a union average rate
(weighted union average rate).
Union Rate Identifiers
A four letter classification abbreviation identifier enclosed
in dotted lines beginning with characters other than ""SU"" or
""UAVG"" denotes that the union classification and rate were
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of
the union which prevailed in the survey for this
classification, which in this example would be Plumbers. 0198
indicates the local union number or district council number
where applicable, i.e., Plumbers Local 0198. The next number,
005 in the example, is an internal number used in processing
the wage determination. 07/01/2014 is the effective date of the
most current negotiated rate, which in this example is July 1,
2014.
Union prevailing wage rates are updated to reflect all rate
changes in the collective bargaining agreement (CBA) governing
Page 3 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
317
this classification and rate.
Survey Rate Identifiers
Classifications listed under the ""SU"" identifier indicate that
no one rate prevailed for this classification in the survey and
the published rate is derived by computing a weighted average
rate based on all the rates reported in the survey for that
classification. As this weighted average rate includes all
rates reported in the survey, it may include both union and
non-union rates. Example: SULA2012-007 5/13/2014. SU indicates
the rates are survey rates based on a weighted average
calculation of rates and are not majority rates. LA indicates
the State of Louisiana. 2012 is the year of survey on which
these classifications and rates are based. The next number, 007
in the example, is an internal number used in producing the
wage determination. 5/13/2014 indicates the survey completion
date for the classifications and rates under that identifier.
Survey wage rates are not updated and remain in effect until a
new survey is conducted.
Union Average Rate Identifiers
Classification(s) listed under the UAVG identifier indicate
that no single majority rate prevailed for those
classifications; however, 100% of the data reported for the
classifications was union data. EXAMPLE: UAVG-OH-0010
08/29/2014. UAVG indicates that the rate is a weighted union
average rate. OH indicates the state. The next number, 0010 in
the example, is an internal number used in producing the wage
determination. 08/29/2014 indicates the survey completion date
for the classifications and rates under that identifier.
A UAVG rate will be updated once a year, usually in January of
each year, to reflect a weighted average of the current
negotiated/CBA rate of the union locals from which the rate is
based.
----------------------------------------------------------------
WAGE DETERMINATION APPEALS PROCESS
1.) Has there been an initial decision in the matter? This can
be:
* an existing published wage determination
* a survey underlying a wage determination
* a Wage and Hour Division letter setting forth a position on
a wage determination matter
* a conformance (additional classification and rate) ruling
On survey related matters, initial contact, including requests
for summaries of surveys, should be with the Wage and Hour
Regional Office for the area in which the survey was conducted
because those Regional Offices have responsibility for the
Davis-Bacon survey program. If the response from this initial
contact is not satisfactory, then the process described in 2.)
and 3.) should be followed.
With regard to any other matter not yet ripe for the formal
process described here, initial contact should be with the
Page 4 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
318
Branch of Construction Wage Determinations. Write to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2.) If the answer to the question in 1.) is yes, then an
interested party (those affected by the action) can request
review and reconsideration from the Wage and Hour Administrator
(See 29 CFR Part 1.8 and 29 CFR Part 7). Write to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of the
interested party's position and by any information (wage
payment data, project description, area practice material,
etc.) that the requestor considers relevant to the issue.
3.) If the decision of the Administrator is not favorable, an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
4.) All decisions by the Administrative Review Board are final.
================================================================
END OF GENERAL DECISION
"
Page 5 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
319
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
320
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
321
00 72 00 GENERAL CONDITIONS Page i of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
STANDARD GENERAL CONDITIONS OF THE
CONSTRUCTION CONTRACT
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
322
00 72 00 GENERAL CONDITIONS Page ii of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
STANDARD GENERAL CONDITIONS
OF THE CONSTRUCTION CONTRACT
TABLE OF CONTENTS
Page
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY ........................................................................... 1
1.01 Defined Terms ......................................................................................................................... 1
1.02 Terminology ............................................................................................................................ 6
ARTICLE 2 – PRELIMINARY MATTERS ............................................................................................ 7
2.01 Delivery of Performance and Payment Bonds; Evidence of Insurance ....................................... 7
2.02 Copies of Documents ............................................................................................................... 7
2.03 Before Starting Construction .................................................................................................... 7
2.04 Preconstruction ConferenceMeeting ......................................................................................... 8
2.05 Public Meeting ......................................................................................................................... 8
2.06 Initial Acceptance of Schedules ................................................................................................ 8
2.07 Electronic Submittals and Transmittals ..................................................................................... 8
ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE .............................. 8
3.01 Intent ....................................................................................................................................... 8
3.02 Reference Standards ................................................................................................................. 9
3.03 Reporting and Resolving Discrepancies .................................................................................... 9
3.04 Requirements of the Contract Documents ............................................................................... 10
3.05 Reuse of Documents .............................................................................................................. 10
ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK.............................................. 11
4.01 Commencement of Contract Time; Notice to Proceed ............................................................. 11
4.02 Starting the Work ................................................................................................................... 11
4.03 Delays in Contractor’s Progress.............................................................................................. 11
ARTICLE 5 – SITE; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS .................................................................................................... 12
5.01 Availability of Lands .............................................................................................................. 12
5.02 Use of Site and Other Areas ................................................................................................... 13
5.03 Subsurface and Physical Conditions ....................................................................................... 14
5.04 Differing Subsurface or Physical Conditions .......................................................................... 15
5.05 Underground Facilities ........................................................................................................... 16
5.06 Hazardous Environmental Conditions at Site .......................................................................... 17
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
323
00 72 00 GENERAL CONDITIONS Page iii of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 6 – BONDS AND INSURANCE .......................................................................................... 18
6.01 Licensed Sureties and Insurers................................................................................................ 18
6.02 Performance, Payment, and Maintenance Bonds ..................................................................... 18
6.03 Certificates of Insurance ......................................................................................................... 19
6.04 Contractor’s Insurance ........................................................................................................... 21
6.05 Acceptance of Bonds and Insurance; Option to Replace.......................................................... 22
ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES ....................................................................... 22
7.01 Contractor’s Means and Methods of Construction .................................................................. 22
7.02 Supervision and Superintendence ........................................................................................... 22
7.03 Labor; Working Hours ........................................................................................................... 23
7.04 Services, Materials, and Equipment ........................................................................................ 23
7.05 Project Schedule..................................................................................................................... 24
7.06 “Or Equals”............................................................................................................................ 24
7.07 Substitutions .......................................................................................................................... 25
7.08 Concerning Subcontractors and Suppliers ............................................................................... 27
7.09 Wage Rates ............................................................................................................................ 28
7.10 Patent Fees and Royalties ....................................................................................................... 29
7.11 Permits and Utilities ............................................................................................................... 29
7.12 Taxes ..................................................................................................................................... 30
7.13 Laws and Regulations ............................................................................................................ 30
7.14 Record Documents ................................................................................................................. 31
7.15 Safety and Protection ............................................................................................................. 31
7.16 Hazard Communication Programs .......................................................................................... 32
7.17 Emergencies and/or Rectification ........................................................................................... 32
7.18 Submittals .............................................................................................................................. 33
7.19 Continuing the Work .............................................................................................................. 34
7.20 Contractor’s General Warranty and Guarantee ........................................................................ 34
7.21 Indemnification ...................................................................................................................... 35
7.22 Delegation of Professional Design Services ............................................................................ 36
7.23 Right to Audit ........................................................................................................................ 36
7.24 Nondiscrimination .................................................................................................................. 37
ARTICLE 8 – OTHER WORK AT THE SITE ...................................................................................... 37
8.01 Other Work ............................................................................................................................ 37
8.02 Coordination .......................................................................................................................... 38
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
324
00 72 00 GENERAL CONDITIONS Page iv of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
8.03 Legal Relationships ................................................................................................................ 38
ARTICLE 9 – CITY’S RESPONSIBILITIES ........................................................................................ 39
9.01 Communications to Contractor ............................................................................................... 39
9.02 Furnish Data .......................................................................................................................... 39
9.03 Pay When Due ....................................................................................................................... 39
9.04 Lands and Easements; Reports, Tests, and Drawings .............................................................. 39
9.05 Change Orders ....................................................................................................................... 39
9.06 Inspections, Tests, and Approvals ........................................................................................... 39
9.07 Limitations on City’s Responsibilities .................................................................................... 39
9.08 Undisclosed Hazardous Environmental Condition .................................................................. 39
9.09 Compliance with Safety Program ........................................................................................... 39
ARTICLE 10 – CITY’S OBSERVATION DURING CONSTRUCTION .............................................. 40
10.01 City’s Project Manager or Duly Authorized Representative ................................................ 40
10.02 Visits to Site ....................................................................................................................... 40
10.03 Determinations for Work Performed ................................................................................... 40
10.04 Decisions on Requirements of Contract Documents and Acceptability of Work .................. 40
ARTICLE 11 – CHANGES IN THE WORK; CLAIMS; EXTRA WORK ............................................. 41
11.01 Amending and Supplementing the Contract ........................................................................ 41
11.02 Execution of Change Orders ............................................................................................... 41
11.03 Field Orders ....................................................................................................................... 41
11.04 Authorized Changes in the Work – Extra Work .................................................................. 41
11.05 Unauthorized Changes in the Work .................................................................................... 41
11.06 Dispute of Extra Work........................................................................................................ 42
11.07 Contract Claims Process ..................................................................................................... 42
11.08 Change of Contract Price .................................................................................................... 43
11.09 Change of Contract Time.................................................................................................... 44
11.10 Notification to Surety ......................................................................................................... 44
ARTICLE 12 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT ................................................................................................................................ 45
12.01 Cost of the Work ................................................................................................................ 45
12.02 Allowances ........................................................................................................................ 48
12.03 Unit Price Work ................................................................................................................. 48
12.04 Plans Quantity Measurement for Unclassified Excavation or Embankment ......................... 49
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
325
00 72 00 GENERAL CONDITIONS Page v of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ............................................................................................................................ 50
13.01 Access to Work .................................................................................................................. 50
13.02 Tests, Inspections ............................................................................................................... 50
13.03 Defective Work .................................................................................................................. 51
13.04 Rejecting Defective Work .................................................................................................. 51
13.05 Acceptance of Defective Work ........................................................................................... 52
13.06 Uncovering Work ............................................................................................................... 52
13.07 City May Stop the Work ..................................................................................................... 52
13.08 City May Correct Defective Work ...................................................................................... 53
ARTICLE 14 – PAYMENTS TO CONTRACTOR; COMPLETION; CORRECTION PERIOD............ 53
14.01 Progress Payments ............................................................................................................. 53
14.02 Contractor’s Warranty of Title ............................................................................................ 56
14.03 Partial Utilization ............................................................................................................... 56
14.04 Final Inspection .................................................................................................................. 57
14.05 Final Acceptance ................................................................................................................ 57
14.06 Final Payment .................................................................................................................... 57
14.07 Final Completion Delayed and Partial Retainage Release.................................................... 58
14.08 Waiver of Claims ............................................................................................................... 58
14.09 Correction Period ............................................................................................................... 58
ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION....................................................... 59
15.01 City May Suspend Work .................................................................................................... 59
15.02 City May Terminate for Cause ............................................................................................ 60
15.03 City May Terminate for Convenience ................................................................................. 61
ARTICLE 16 – FINAL RESOLUTION OF DISPUTES ........................................................................ 63
16.01 Methods and Procedures ..................................................................................................... 63
ARTICLE 17 – MISCELLANEOUS ..................................................................................................... 64
17.01 Giving Notice ..................................................................................................................... 64
17.02 Computation of Times ........................................................................................................ 64
17.03 Cumulative Remedies ......................................................................................................... 64
17.04 Limitation of Damages ....................................................................................................... 64
17.05 No Waiver .......................................................................................................................... 65
17.06 Survival of Obligations ....................................................................................................... 65
17.07 Assignment of Contract ...................................................................................................... 65
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
326
00 72 00 GENERAL CONDITIONS Page vi of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
17.08 Successors and Assigns ...................................................................................................... 65
17.09 Headings ............................................................................................................................ 65
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
327
00 72 00 GENERAL CONDITIONS Page 1 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY
1.01 Defined Terms
A. Wherever used in the Contract or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof, and words denoting gender shall include the masculine, feminine and neuter. When used in a context consistent with the definition of a listed-defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. In addition to terms specifically defined,
terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.
1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract
Documents.
2. Agreement—The written instrument titled “Agreement”, “Agreement – CSP”, or “Agreement – Unit Price Bid” executed by the City and Contractor for the Work, setting
forth the name of the Project, Contract Price, Contract Time and the items included in the Contract.
3. Application for Payment—The form acceptable to City which is to be used by Contractor
during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract.
4. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United
States Occupational Safety and Health Administration.
5. Award—Authorization by the City Council for the City to enter into an Agreement.
6. Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. The term “Bid” shall be defined to include the term “Proposal” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid.
7. Bidder—The individual or entity that submits a Bid directly to City. The term “Bidder” shall be defined to include the terms “Proposer” or “Offeror” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid.
8. Bidding Documents—The Bidding Requirements and the proposed Contract Documents (including all Addenda). The term “Bidding Documents” shall be defined to include the
terms “Proposal Documents” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid.
9. Bidding Requirements—The Advertisement or Invitation to Bid, Instructions to Bidders, Bid Bond or other Bid security, if any, the Bid Form, and the Bid with any attachments. The term “Bidding Requirements” shall be defined to include the terms “Proposal Requirements” in those instances where the City utilizes a Request for Proposal rather
than an Invitation for Bid and will include the Request for Proposal or Invitation to Offerors, Instructions to Offerors, Offerors Bond or other Proposal security, if any, the Proposal Form, and the Proposal with any attachments.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
328
00 72 00 GENERAL CONDITIONS Page 2 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
10. Business Day—A day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City.
11. Calendar Day—A day consisting of 24 hours measured from midnight to the next midnight.
12. Change Order—A document which is prepared by the Contractor or City, approved by the City, and signed by Contractor and City, authorizing an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or
after the Effective Date of the Agreement.
13. City—The City of Denton is, a Texas home-rule municipal corporation acting by its City Council through its City Manager or his or her designee.
14. City Attorney—The officially appointed City Attorney of the City of Denton or his or her
designee.
15. City Council—The duly elected and qualified governing body of the City of Denton.
16. City Manager—The officially appointed authorized City Manager of the City of Denton.
17. Contract—The entire and integrated set of written instruments between the City and Contractor concerning the Work comprised of the Agreement and all Contract Documents, which written instruments supersede all prior negotiations, representations, or agreements, whether written or oral, concerning the Work.
18. Contract Claim—A demand or assertion by City or Contractor seeking an adjustment
of Contract Price or Contract Time, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Contract Claim.
19. Contract Documents—Those items so designated as “Contract Documents.” in the Agreement at Paragraph 5.1.A. Approved Submittals, other Contractor submittals, and
the reports and drawings of subsurface and physical conditions are not Contract Documents.
20. Contract Price—The moneys payable by City to Contractor for completion of the Work
in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 12.03 in the case of Unit Price Work). The Contract Price does not include any “Incentive”, if applicable.
21. Contract Time—The number of days or the dates stated in the Agreement to: (a) achieve
Milestones, if any and (bb) complete the Work so that it is ready for Final Acceptance.
22. Contractor—The individual or entity with whom City has entered into the Agreement.
23. Cost of the Work—See Paragraph 12.01 of these General Conditions for definition.
24. Damage Claims—A demand for money or services arising from the Project or Site from a third party, City or Contractor exclusive of a Contract Claim.
25. Day or day—A day, unless otherwise defined, shall mean a Calendar Day.
26. Drawings—The part of the Contract Documents prepared or approved by an Engineer that graphically shows the scope, extent, and character of the Work to be performed by Contractor. Submittals, as defined, are not considered Drawings as so defined here.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
329
00 72 00 GENERAL CONDITIONS Page 3 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
27. Effective Date of the Agreement—The date, indicated in the Agreement, on which it becomes effective,, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the City.
28. Electronic Document—Any Project-related correspondence, attachments to
correspondence, text, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals, that are in an electronic or digital format.
29. Electronic Means—Electronic mail (email), upload/download from a secure Project website, or other communications methods that allow: (a) the transmission or communication of Electronic Documents; (b) the documentation of transmissions,
including sending and receipt; (c) printing of the transmitted Electronic Document by the recipient; (d) the storage and archiving of the Electronic Document by sender and recipient; and (e) the use by recipient of the Electronic Document for purposes permitted
by the Contract. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents.
30. Engineer—The licensed professional engineer or engineering firm registered in the State of Texas performing professional services for the City.
31. Extra Work—Additional work made necessary by City-approved changes or alterations to the Contract Documents. Extra Work shall be part of the Work.
32. Field Order—A written directive issued by City that requires changes in the Work but does not involve a change to the Contract Price, Contract Time, or Drawings, Plan, or Shop Drawings.
33. Final Acceptance—The written notice given by the City to the Contractor that the Work
specified in the Contract Documents has been completed to the satisfaction of the City.
34. Final Inspection—The inspection performed by the City to determine whether the Contractor has completed each and every part or appurtenance of the Work fully, entirely,
and in conformance with the Contract Documents.
35. General Requirements—Sections of The information set forth in “Division 101 – General Requirements” of the Standard Construction Specification Documents.
36. Hazardous Environmental Condition—The presence at the Site of Asbestos, P C B s , Petroleum, Hazardous Waste, Radioactive Material, or any other substance, product, waste or materials, in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto.
37. Hazardous Waste—Any solid waste listed as hazardous or which possesses one or more
hazardous characteristics as defined in applicable Laws and Regulations.
38. Incidental or incidental—Work items that the Contractor is not paid for directly, but costs for which are included under the various bid items of the Project.
39. Laws and Regulations—Any and all applicable laws, statutes, rules, regulations,
ordinances, codes, and binding decrees, resolutions, and orders of any and all
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
330
00 72 00 GENERAL CONDITIONS Page 4 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
governmental bodies, agencies, authorities, and courts having jurisdiction over the Site or any portion or part of the Work to be performed.
40. Liens—Charges, security interests, or encumbrances upon Project funds, real property,
or personal property.
41. Major Item—An item of work included in the Contract Documents that has a total cost equal to or greater than 5% of the original Contract Price.
42. Milestone—A principal event specified in the Contract Documents relating to the
performance of an identified portion of the Work by an intermediate Contract Time prior to Final Acceptance of the Work.
43. Notice of Award—The written notice by City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed in such
notice, City will sign and deliver the Agreement.
44. Notice to Proceed—A written notice given by City to Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform
the Work specified in Contract Documents.
45. PCBs—Polychlorinated biphenyls.
46. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds
per square inch absolute), and including but not limited to oil, fuel oil, oil sludge, oil refuse, gasoline, diesel fuel, kerosene, and oil mixed with other non-Hazardous Waste and crude oils.
47. Plans—This term will have the same definition of as “Drawings”.
48. Project —The Work to be performed under the Contract.
49. Project Manager—The authorized representative of the City who will be assigned to the Project.
50. Project Manual—The documentary information prepared for bidding or proposing and
furnishing the Work.
51. Project Schedule—A schedule, prepared and maintained by Contractor, in accordance with the General Requirements, describing the sequence and duration of the activities comprising Contractor’s plan to achieve each Milestone and accomplish the Work within
the Contract Time.
52. Public Meeting—An announced meeting conducted by the City to facilitate public participation and to assist the public in gaining an informed view of the Project.
53. Samples—Physical examples of materials, equipment, or workmanship that are
representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged.
54. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required
submittals and the time requirements toto support scheduled performance of related construction activities.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
331
00 72 00 GENERAL CONDITIONS Page 5 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
55. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor’s Applications for Payment.
56. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or
information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents.
57. Site—Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights-of-way, permits, and easements for access thereto, and such other lands furnished by City which are designated for the
use of Contractor.
58. Specifications or Technical Specifications —The part of the Contract that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. Specifications may be specifically made a part of the Contract Documents by attachment or, if not attached, may be incorporated by reference as indicated in the Table of Contents (Section 00 00 00) of the Project.
59. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site.
60. Submittal—All drawings, diagrams, illustrations, schedules and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to the City to illustrate some portion of the Work.
61. Subsidiary or subsidiary—These terms will have the same definition as “Incidental. or incidental”.
62. Successful Bidder—The Bidder to whom City issues a Notice of Award. The term “Bidder” shall be defined to include the terms “Proposer” or “Offeror” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid and is the
Proposer or Offeror submitting the proposal or offer that provides the best value to the City and to whom the City issues a Notice of Award.
63. Superintendent—The representative of the Contractor who is available at all times and able to receive instructions from the City and to act for the Contractor.
64. Supplementary Conditions—The part of the Contract set forth at Division 00 73 00 that amends or supplements these General Conditions.
65. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials
or equipment to be incorporated in the Work by Contractor or a Subcontractor.
66. Underground Facilities—All underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the
Site, including but not limited to those facilities or systems that produce, transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
332
00 72 00 GENERAL CONDITIONS Page 6 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.
67. Unit Price Work—Work for which the Contract Price is determined by multiplying the
unit price for the item by the estimated quantity of the item.
68. Weekend Working Hours—Those hours between 8:00 a.m. and 8:30 p.m. on Saturday, and between 1:00 p.m. and 8:30 p.m. on Sunday or on a federal or state holiday observed by the City, as approved in advance by the City for performing Work.
69. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce
such construction including any Change Order or Field Order,, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents.
70. Working Day—Defined as a Business Day but excluding any days that weather or other conditions beyond the reasonable control of the Contractor prevents the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7:00 a.m. and 8:00 p.m.
1.02 Terminology
A. The words and terms discussed in Paragraphs 1.02.B, C, D, and E are not defined terms that require initial capital letters, but, when used in the Bidding Requirements or Contract, have the indicated meaning.
B. Intent of Certain Terms or Adjectives: The Contract includes the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of judgment by CityCity. In addition, the adjectives “reasonable,” “suitable,” “acceptable,”
“proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of City as to the Work. It is intended that such exercise of judgment, action, or determination will be to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise).
C. Defective: The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it:
1. does not conform to the Contract Documents; or
2. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or
3. has been damaged prior to City’s written notice of Final Acceptance.
D. Furnish, Install, Perform, Provide
1. The word “furnish,” when used in connection with services, materials, or equipment, means to supply and deliver said services, materials, or equipment to the Site (or some
other specified location) ready for use or installation and in usable or operable condition.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
333
00 72 00 GENERAL CONDITIONS Page 7 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
2. The word “install,” when used in connection with services, materials, or equipment, means to put into use or place in final position said services, materials, or equipment complete and ready for intended use.
3. The words “perform” or “provide,” when used in connection with services, materials, or
equipment, means to execute, carry out, furnish and install said services, materials, or equipment complete and ready for intended use.
4. If the Contract Documents establish an obligation of Contractor with respect to specific
services, materials, or equipment, but do not expressly use any of the four words “furnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use.
E. Unless stated otherwise in the Contract, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract in accordance with such recognized meaning.
ARTICLE 2 – PRELIMINARY MATTERS
2.01 Delivery of Performance and Payment Bonds; Evidence of Insurance
A. Performance and Payment Bonds: When Contractor delivers the signed counterparts of the Agreement to City, Contractor shall also deliver to City the performance bond , payment bond and maintenance bond that comply with the provisions of Chapter 2253 of the Texas
Government Code. Work will not be allowed to begin until the performance and payment bonds have been provided by the Contractor to the City.
B. Evidence of Contractor’s Insurance: When Contractor delivers the signed counterparts of the Agreement to City, Contractor shall also deliver to City, with copies to each additional insured (as identified in the Contract), the certificates, endorsements, and other evidence of insurance required to be provided by Contractor in accordance with Article 6. Work will not be allowed to begin until the evidence of insurance has been provided by the Contractor to the City.
2.02 Copies of Documents
A. City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the Contract, and three (3) additional copies of the Drawings. Additional printed copies will be furnished upon request at the cost of reproduction.
2.03 Before Starting Construction
Baseline starting Work, Contractor shall submit for review by City the following in accordance with the Contract Documents:
A. Baseline Schedules in accordance with General Requirements, Section 01 32 16.
B. Preliminary Schedule of Submittals.
C. Preliminary Schedule of Values: For lump sum contracts, a Schedule of Values for all of the Work that includes quantities and prices of items that when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
334
00 72 00 GENERAL CONDITIONS Page 8 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
2.04 Preconstruction Meeting
A. Before any Work at the Site is started, the Contractor shall attend a Preconstruction Meeting as specified in Section 01 31 19.
2.05 Public Meeting
A. Contractor may not mobilize any equipment, materials, or resources to the Site prior to
Contractor attending the Public Meeting as scheduled by the City.
2.06 Initial Acceptance of Schedules
A. No progress payment shall be made to Contractor until acceptable Project Schedules are submitted to City in accordance with the Contract Documents.
2.07 Electronic Submittals and Transmittals
A. Except as otherwise stated elsewhere in the Contract, the City and Contractor may send, and shall accept, Electronic Documents transmitted by Electronic Means.
B. If the Contract does not establish protocols for Electronic Means, then City and Contractor shall jointly develop such protocols.
C. Subject to any governing protocols for Electronic Means, when transmitting Electronic Documents by Electronic Means, the transmitting party makes no representations as to long-term compatibility, usability, or readability of the Electronic Documents resulting from the
recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the Electronic Documents.
ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE
3.01 Intent
A. The Contract Documents are complementary; what is required by one Contract Document is
as binding as if required by all.
B. It is the intent of the Contract to describe a functionally complete Project to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or
equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to City.
C. City will issue clarifications and interpretations of the Contract Documents as provided herein.
D. The Specifications may vary in form, forma and style. Some Specification sections may be written in varying degrees of streamlined or declarative style, and some sections may be relatively narrative by comparison. Omission of such words and phrases as “the Contractor
shall,” “in conformity with,” “as shown,” or “as specified” are intentional in streamlined sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The Contractor shall not take advantage of any variation of form, format or style in making Contract Claims or Damage Claims.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
335
00 72 00 GENERAL CONDITIONS Page 9 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. The cross-referencing of Specification sections under the subparagraph heading “Related Sections include but are not necessarily limited to:” and elsewhere within each Specification section is provided as an aid and convenience to the Contractor. The Contractor shall not rely
on the cross-referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not cross-referencing is provided in each section or whether the cross-referencing is complete or accurate.
3.02 Reference Standards
A. Standards Specifications, Codes, Laws and Regulations
1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, means the standard specification, manual, reference standard, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents.
2. No provision of any such standard specification, manual, reference standard, or code, and no instruction of a Supplier, will be effective to change the duties or responsibilities of CityCity, Contractor, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to City or any of its officers, elected or appointed officials, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents.
3.03 Reporting and Resolving Discrepancies
A. Reporting Discrepancies
1. Contractor’s Verification of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to
applicable field measurements, and conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from
City before proceeding with any Work affected thereby.
2. Contractor’s Review of Contract Documents: If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or
Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly report it to City in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 7.1717) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by City, or by
an amendment or supplement to the Contract issued pursuant to Paragraph 11.01.
3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
336
00 72 00 GENERAL CONDITIONS Page 10 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
B. Resolving Discrepancies
1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and:
a. the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier; or
b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).
2. In case of discrepancies, figured dimensions shall govern over scaled dimensions, Drawings shall govern over Specifications, and Supplementary Conditions shall govern
over General Conditions and Specifications.
3.04 Requirements of the Contract Documents
A. During the performance of the Work and until final payment, Contractor shall submit to the City in writing all matters in question concerning the requirements of the Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Contract Documents, as soon as possible after such matters arise. City will be the interpreter of the requirements of the Contract Documents, and judge of
the acceptability of the Work.
B. City will, with reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Contract Documents. City’s written clarification, interpretation, or decision will be final and binding on Contractor,
unless Contractor appeals by filing a Contract Claim.
3.05 Reuse of Documents
A. Contractor and its Subcontractors and Suppliers shall not:
1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or
other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or its consultants, including electronic media versions, or reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any
other project without written consent of CityCity and specific written verification or adaptation by Engineer; or
2. have or acquire any title or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without City’s express written consent, or
violate any copyrights pertaining to such Contract Documents.
B. The prohibitions of this Paragraph 3.05 05 will survive final payment, or termination of the Contract. Nothing herein precludes Contractor from retaining copies of the Contract
Documents for record purposes.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
337
00 72 00 GENERAL CONDITIONS Page 11 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK
4.01 Commencement of Contract Time; Notice to Proceed
A. The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Contract.
4.02 Starting the Work
A. Contractor shall start to perform the Work on the date when the Contract Time commences to run. No Work may be done at the Site prior to the date on which the Contract Time commences
to run.
4.03 Delays in Contractor’s Progress
A. If Contractor is delayed, City shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. The City shall be liable only to the extent allowed by the provisions of the Contract and as allowed by Subchapter I, Chapter 271 of the Texas Local Government Code.
B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Time for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption, and interference attributable to and within the control of a Subcontractor or Supplier shall be
deemed to be within the control of Contractor.
C. The Contractor shall receive no compensation for delays or hindrances to the Work, except when direct and unavoidable extra cost to the Contractor is caused by the failure of the City
to provide information or material, if any, that the Contract specifies is to be furnished by the City.
D. If Contractor’s performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of City, Contractor, and those for whom they are responsible, then Contractor shall be entitled to an equitable adjustment in Contract Time. Such an adjustment will be Contractor’s sole and exclusive remedy for the delays, disruption, and interference described in this Paragraph 4.03. D. The Contractor is responsible for the prompt submission of a request for an adjustment to the Contract Time under this Paragraph to the City. Causes of delay, disruption, or interference that may give rise to an adjustment in Contract Time under this Paragraph include but are not limited to the following:
1. Severe and unavoidable natural catastrophes such as fires, floods, epidemics, and earthquakes;
2. Abnormal weather conditions;
3. Acts or failures to act of third-party utility owners or other third-party entities (other than those third-party utility owners or other third-party entities performing other work at or adjacent to the Site as arranged by or under contract with City, as contemplated in
Article 8); and
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
338
00 72 00 GENERAL CONDITIONS Page 12 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
4. Acts of war or terrorism.
E. Contractor’s entitlement to an adjustment of Contract Time or Contract Price is limited as follows:
1. Contractor’s entitlement to an adjustment of the Contract Time is conditioned on the delay, disruption, or interference adversely affecting an activity on the critical path to completion of the Work, as of the time of the delay, disruption, or interference.
2. Contractor shall not be entitled to an adjustment in Contract Price for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor. Such a concurrent delay by Contractor shall not preclude an adjustment of Contract Time to which Contractor is otherwise entitled.
3. Adjustments of Contract Time or Contract Price are subject to the provisions of Article 11.
F. Each Contractor request or Change Order seeking an increase in Contract Time or Contract Price must be supplemented by supporting data that sets forth in detail the following:
1. The circumstances that form the basis for the requested adjustment;
2. The date upon which each cause of delay, disruption, or interference began to affect the progress of the Work;
3. The date upon which each cause of delay, disruption, or interference ceased to affect the
progress of the Work;
4. The number of days’ increase in Contract Time claimed as a consequence of each such cause of delay, disruption, or interference; and
5. The impact on Contract Price, in accordance with the provisions of Paragraph 11.08.
6. Contractor shall also furnish such additional supporting documentation as City may
require including, where appropriate, a revised Project Schedule indicating all the activities affected by the delay, disruption, or interference, and an explanation of the effect of the delay, disruption, or interference on the critical path to completion of the
Work.
G. Delays, disruption, and interference to the performance or progress of the Work resulting from the existence of a differing subsurface or physical condition, an Underground Facility that was not shown or indicated by the Contract Documents, or not shown or indicated with reasonable accuracy, and those resulting from undisclosed Hazardous Environmental Conditions, are governed by Article 5, together with the provisions of Paragraphs 4.03.F and 4.03.G.
ARTICLE 5 – SITE; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS
ENVIRONMENTAL CONDITIONS
5.01 Availability of Lands
A. City shall furnish the Site. City shall notify Contractor in writing of any encumbrances or restrictions not of general application but specifically related to use of the Site with which
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
339
00 72 00 GENERAL CONDITIONS Page 13 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Contractor must comply in performing the Work. City will be responsible for obtaining any necessary easements for permanent structures or permanent changes in existing facilities.
1. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or
easements. Any outstanding right-of-way and/or easements are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must
consider any outstanding right-of-way, and/or easements.
2. Unless otherwise specified in the Contract Documents, the City has or anticipates moving and/or relocating utilities, and obstructions to the Site. Any outstanding movement or
relocation of utilities or obstructions is anticipated in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding utilities or obstructions to be moved and/or relocated by others.
B. Upon reasonable written request of Contractor, City shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed.
C. Contractor shall provide for any additional lands and access thereto not included in the Site that may be required for construction facilities or storage of materials and equipment. The cost of such shall be part of the Contract Price.
5.02 Use of Site and Other Areas
A. Limitation on Use of Site and Other Areas
1. Contractor shall confine construction equipment, temporary construction facilities, the storage of materials and equipment, worker car parking and the operations of workers to the Site, to adjacent areas that Contractor has arranged to use through construction
easements or otherwise, and to other adjacent areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and such other adjacent areas with worker car parking, construction equipment or other materials or equipment. Contractor shall assume full responsibility for (a) damage to the Site; (b) damage to any such other adjacent areas used for Contractor’s operations; (c) damage to any other adjacent land or areas, or to improvements, structures, utilities, or similar facilities located at such adjacent lands or areas; and (d) for injuries, including death, and damage to or losses of property sustained by the owners or occupants of any such land or areas; provided that such damage, losses, injuries or deaths arose out of or result from the performance of the Work or arose out of or resulted from any other actions or conduct of the Contractor or those for whom Contractor is responsible.
2. At any time when, in the judgment of the City, the Contractor has obstructed, closed, or
is carrying on operations in a portion of a street, right-of-way, or easement greater than is necessary for proper execution of the Work, the City may require the Contractor to reduce the area impacted to only that necessary for proper execution of the Work and/or to finish the section on which operations are in progress before work is commenced on any additional area of the Site.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
340
00 72 00 GENERAL CONDITIONS Page 14 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
3. Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment and supply storage buildings, or any other item that may be transported by flood flows, shall not be stored within existing federal floodways during the course of the Work.
4. Should any Damage Claim be made by any such owner or occupant adversely impacted
because of the performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim.
5. PURSUANT TO PARAGRAPH 7.21, CONTRACTOR SHALL INDEMNIFY AND
HOLD HARMLESS CITY AND ITS OFFICERS, ELECTED AND APPOINTED
OFFICIALS, AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, COSTS,
LOSSES, AND DAMAGES ARISING OUT OF OR RELATING TO ANY CLAIM OR
ACTION, LEGAL OR EQUITABLE, BROUGHT BY ANY SUCH ADVERSELY
IMPACTED OWNER OR OCCUPANT AGAINST CITY.
B. Removal of Debris During Performance of the Work: During the progress of the Work the Contractor shall keep the Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris will conform to applicable Laws and Regulations.
C. Site Maintenance Cleaning: If 24 hours after written notice is given to the Contractor that the clean-up at the Site is insufficient or occurring in a manner unsatisfactory to the City, the Contractor fails to correct the unsatisfactory condition and/or procedures, the City may take such direct action as the City deems appropriate to correct the clean-up deficiencies cited to the Contractor in the written notice, and the costs of such direct corrective action, plus 25 % of such costs, shall be deducted from the monies due or to become due to the Contractor under the Contract.
D. Final Site Cleaning: Prior to Final Acceptance of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by City and any adjacent property owners, if applicable. At the completion of the Work, Contractor shall remove from the Site and adjacent
areas all tools, appliances, construction equipment and machinery, surplus materials, waste materials, rubbish and other debris and shall restore to original condition or better all areas impacted or disturbed by the Work.
E. Loading of Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent structures or land to stresses or pressures that will endanger them.
5.03 Subsurface and Physical Conditions
A. Reports and Drawings: The Supplementary Conditions identify:
1. Those reports known to City of explorations and tests of subsurface conditions at or contiguous to the Site; and
2. Those drawings known to City of existing physical conditions at or contiguous to the Site, including those drawings known to City depicting existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities.).
B. Underground Facilities: Underground Facilities are shown or indicated on the Drawings, pursuant to Paragraph 5.05, and not in the drawings referred to in Paragraph 5.03.A.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
341
00 72 00 GENERAL CONDITIONS Page 15 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Information and data regarding the presence or location of Underground Facilities are not intended to be categorized, identified, or defined as technical data.
C. Reliance by Contractor on Technical Data: Contractor is provided certain technical data
identified in the Supplementary Conditions with respect to such reports and drawings for its use, but the City does not warrant or guarantee the accuracy of the information, and such information including reports and drawings are not Contract Documents. Contractor may not
make any Contract Claim against City, or any of theirits officers, elected or appointed officials, directors, members, partners, employees, agents, consultants, or subcontractors with respect to:
1. the completeness or accuracy of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or
2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or
3. the contents of other Site-related documents made available to Contractor, such as record drawings from other projects at or adjacent to the Site, or City’s archival documents concerning the Site; or
4. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information.
5.04 Differing Subsurface or Physical Conditions
A. Notice by Contractor: If Contractor believes that any subsurface or physical condition that is uncovered or revealed at the Site either:
1. is of such a nature as to establish that any “technical data” is materially inaccurate; or
2. is of such a nature as to require a change in the Contract Documents; or
3. differs materially from that shown or indicated in the Contract Documents; or
4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents;
then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.17), notify City in writing about such
condition.
B. Possible Price and Time Adjustments
1. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if:
a. Contractor knew of the existence of such condition at the time Contractor made a final commitment to City with respect to Contract Price and Contract Time by the submission of a Bid or becoming bound under the Contract; or
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
342
00 72 00 GENERAL CONDITIONS Page 16 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
b. The existence of such condition reasonably could have been discovered or revealed as a result of the examination of the Contract Documents or the Site; or
c. Contractor failed to give the written notice required by Paragraph 5.04.A.
C. Underground Facilities; Hazardous Environmental Conditions: Paragraph 5.05 governs rights and responsibilities regarding the presence or location of Underground Facilities. Paragraph 5.06 governs rights and responsibilities regarding Hazardous Environmental Conditions. The provisions of Paragraphs 5.03 and 5.04 are not applicable to the presence or
location of Underground Facilities, or to Hazardous Environmental Conditions.
5.05 Underground Facilities
A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to Underground Facilities at or contiguous to the Site is based on information and
data furnished to City or Engineer by the owners of such Underground Facilities, including City, or by others, unless it is otherwise expressly provided in the Supplementary Conditions::
1. City and Engineer shall not be responsible for the accuracy or completeness of any such information or data provided by others; and
2. the cost of all of the following are included in the Contract Price, and Contractor shall have full responsibility for:
a. reviewing and checking all information and data;
b. verifying the actual location of those Underground Facilities shown or indicated in
the Contract Documents as being within the area affected by the Work, by exposing such Underground Facilities during the course of construction;
c. coordination and adjustment of the Work with the owners (including City) of such Underground Facilities, during construction; and
d. the safety and protection of all existing Underground Facilities at the Site, and
repairing any damage thereto resulting from the Work.
B. Not Shown or Indicated:
1. If an Underground Facility that is uncovered or revealed at the Site was not shown or
indicated on the Drawings or otherwise indicated in the Contract Documents, or was not shown or indicated on the Drawings or in the Contract Documents with reasonable accuracy, then Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.17), identify the owner of such Underground Facility and give notice to that owner and to City. Contractor shall be responsible for the safety and protection of such discovered Underground Facility.
2. If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences, subject to the provisions of Article 11.
3. Verification of existing utilities, structures, and service lines shall include notification of all utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
343
00 72 00 GENERAL CONDITIONS Page 17 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
5.06 Hazardous Environmental Conditions at Site
A. Reports and Drawings: The Supplementary Conditions identify:
1. those reports known to City relating to Hazardous Environmental Conditions that have been identified at the Site; or
2. drawings known to City relating to Hazardous Environmental Conditions that have been identified at the Site.
B. Reliance by Contractor on Technical Data: Contractor is provided certain technical data
identified in the Supplementary Conditions with respect to such reports and drawings for its use, but the City does not warrant or guarantee the accuracy of the information, and such information including reports and drawings are not Contract Documents. Contractor may not
make any Contract Claim against City, or any of its officers, elected or appointed officials, directors, members, partners, employees, agents, consultants, or subcontractors with respect to:
1. the completeness or accuracy of such reports and drawings for Contractor’s purposes,
including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and
programs incident thereto; or
2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or
3. the contents of other Site-related documents made available to Contractor, such as record drawings from other projects at or adjacent to the Site, or City’s archival documents
concerning the Site; or
4. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information.
C. Contractor shall not be responsible for a Hazardous Environmental Condition uncovered or revealed at the Site if such Hazardous Environmental Condition was not shown or indicated in Drawings or Specifications or identified if the removal or remediation of such Hazardous Environmental Condition was not identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created by the actions of or with any materials brought to the Site by Contractor, Subcontractors, Suppliers or anyone else for whom Contractor is responsible and the costs associated with the same.
D. If Contractor encounters, uncovers, or reveals a Hazardous Environmental Condition whose removal or remediation is not expressly identified in the Contract Documents as being within
the scope of the Work, or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, then Contractor shall immediately: (1) secure or otherwise isolate such condition; (2) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 7.17); and (3) notify City (and promptly thereafter confirm such notice in writing). City may consider the necessity to retain a qualified expert to evaluate such condition or take corrective action, if
any.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
344
00 72 00 GENERAL CONDITIONS Page 18 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. Contractor shall not be required to resume Work in connection with a Hazardous Environmental Condition identified pursuant to Paragraph 5.06.D or in any affected area until after City has obtained any required permits related thereto, and delivered written notice to
Contractor either (1) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (2) specifying any special conditions under which such Work may be resumed.
F. If, after receipt of such written notice, Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then City may order the portion of the Work that is in the area affected by such
condition to be deleted from the Work and the Contract Price. City may have such deleted portion of the Work performed by City’s own forces or others.
G. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS,
CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS CITY, AND ITS
OFFICERS, ELECTED AND APPOINTED OFFICIALS, DIRECTORS, MEMBERS,
PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS, AND SUBCONTRACTORS OF
EACH AND ANY OF THEM, FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES,
AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES
OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND
ALL COURT ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS) FOR
PERSONAL INJURY, DEATH OR PROPERTY DAMAGE ARISING OUT OF OR
RELATING TO A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY
CONTRACTOR OR BY ANYONE FOR WHOM CONTRACTOR IS RESPONSIBLE.
NOTHING IN THIS PARAGRAPH 5.06.CityG OBLIGATES CONTRACTOR TO
INDEMNIFY ANY INDIVIDUAL OR ENTITY FROM AND AGAINST THE
CONSEQUENCES OF THAT INDIVIDUAL’S OR ENTITY’S OWN NEGLIGENCE.
H. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of a Hazardous Environmental Condition uncovered or revealed at the Site.
ARTICLE 6 – BONDS AND INSURANCE
6.01 Licensed Sureties and Insurers
A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages required. Such surety and insurance companies shall also meet such additional
requirements and qualifications as may be provided in the Supplementary Conditions.
6.02 Performance, Payment, and Maintenance Bonds
A. Contractor shall furnish a performance bond and a payment bond, in accordance with the provisions of the Texas Government Code Chapter 2253 or successor statute and as required by the City, each in an amount at least equal to the Contract Price, as security for the faithful performance and payment of all of Contractor’s obligations under the Contract. The
performance and payment bonds must be provided by the Contractor to the City prior to the Contractor beginning any Work.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
345
00 72 00 GENERAL CONDITIONS Page 19 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
B. Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as security to protect the City against any defects in any portion of the Work described in the Contract Documents. Maintenance bonds shall remain in effect for two (2) years after the date
of Final Acceptance by the City. The maintenance bond(s) shall be provided as directed by the City as part of the close-out of the Contract and shall be provided prior to the final payment being made.
C. All bonds shall be in the form prescribed by the Contract Documents, except as provided otherwise by Laws and Regulations, and must be issued and signed by a surety named in “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and
as Acceptable Reinsuring Companies” as published in Department Circular 570 (as amended and supplemented) by the Bureau of the Fiscal Service, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority must show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond.
D. If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent, or
the surety ceases to meet the requirements above, or its right to do business is terminated in the State of Texas, then Contractor shall promptly notify City in writing and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both of which must comply with the bond and surety requirements above.
E. If Contractor has failed to obtain a required bond, City may refuse to allow the Contractor to begin Work, exclude the Contractor from the Site and exercise City’s termination rights under
Article 15.
F. Upon request to Contractor from any Subcontractor, Supplier, or other person or entity claiming to have furnished labor, services, materials, or equipment used in the performance of the Work, Contractor shall provide a copy of the payment bond to such person or entity.
6.03 Certificates of Insurance
A. Contractor shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance and endorsements (and other evidence of insurance requested by City or any other additional insured) establishing that Contractor has obtained and is maintaining the policies and coverages required by these General Conditions and the Supplementary Conditions prior to beginning any Work.
1. The certificate of insurance shall document the City, and all identified entities named in
the Supplementary Conditions as “additional insureds” on all liability policies.
2. The Contractor’s general liability insurance shall include a “per project” or “per location” endorsement, that shall be identified in the certificate of insurance provided to the City.
3. The certificate shall be signed by an agent authorized to bind coverage on behalf of the
insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide.
4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers’ compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
346
00 72 00 GENERAL CONDITIONS Page 20 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
financial strength and solvency to the satisfaction City. If the rating is below that required, written approval of City is required.
5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in
favor of the City. In addition, the Contractor agrees to waive all rights of subrogation against the Engineer (if applicable), and each additional insured identified in the Supplementary Conditions
6. Failure of the City to demand such certificates or other evidence of full compliance with the insurance requirements or failure of the City to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor’s obligation to maintain
such lines of insurance coverage or to provide such certificates or other evidence of full compliance with the insurance requirements.
7. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of
the primary coverage.
8. Unless otherwise stated, all required insurance shall be written on the “occurrence basis”. If If City agrees in writing that coverage is underwrittenmay be written on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the effective date of the Agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the
duration of the Contract and for three (3) years following Final Acceptance or for the warranty period provided for under the Contract Documents or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall
evidence such insurance coverage.
9. Policies shall have no exclusions by endorsements that either nullify or amend the required lines of coverage, nor or decrease the limits of said coverage unless such endorsements are approved in writing by the City. In the event a Notice of an Award has
been issued or the Agreement executed, and the policy exclusions are determined to be unacceptable or the City desires that the Contractor obtain additional insurance coverage
the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%.
10. For any proposed self-insured retention (SIR),) in excess of $25,000.00, affecting insurance coverage, Contractor must obtain the written approval of the City in regard to
asset value and stockholders' equity. In lieu of traditional insurance, proposed alternative coverage maintained through insurance pools or, risk retention groups, or self-funding will also require the written approval of the City.
11. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on
a first-dollar basis must be acceptable to and approved in writing by the City.
12. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and limits when deemed necessary and prudent by the City based upon the scope of the Work, changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City. The City will provide prior notice of 90 days and the insurance adjustments shall
be incorporated into the Work by Change Order.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
347
00 72 00 GENERAL CONDITIONS Page 21 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
13. City shall be entitled, upon written request to Contractor and without expense to City, to receive copies of policies and endorsements thereto and. City may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions,
limitations, or exclusions necessary to conform the policy and endorsements to the requirements of the Contract. Deletions, revisions, or modifications shall not be required where policy provisions are established by law or regulations binding upon either party
or the underwriter on any such policies.
14. City shall not be responsible for the direct payment of insurance premium costs for Contractor’s insurance.
6.04 Contractor’s Insurance
A. Workers Compensation and Employers’ Liability: Contractor shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers’ Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Contractor’s performance of the Work and Contractor’s other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable:
1. claims under workers’ compensation, disability benefits, and other similar employee
benefit acts;
2. claims for damages because of bodily injury, occupational sickness or disease, or death of employees.
B. Commercial General Liability. Coverage shall include but not be limited to covering liability
(bodily injury, including death, or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury including death, liability under an insured contract, and explosion/collapse/underground (where those exposures exist). Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The Commercial General Liability policy shall have no exclusions by endorsements that would alter or nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, that are normally contained with the policy, unless the
City approves such exclusions in writing.
For construction projects that present a substantial completed operation exposure, the City may require the Contractor to maintain completed operations coverage for a minimum of no less than three (3) years following the completion of the project (if identified in the Supplementary Conditions)).
C. Automobile Liability. A commercial business auto policy shall provide coverage on “any auto”, defined as autos owned, hired and non-owned and provide indemnity for claims for damages because of bodily injury or death of any person and/or property damage arising out of or related to the work, maintenance or use of any motor vehicle by the Contractor, any
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
348
00 72 00 GENERAL CONDITIONS Page 22 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable.
D. Railroad Protective Liability. If any of the Work or any warranty work is within the limits of
railroad right-of-way, the Contractor shall comply with the requirements identified in the Supplementary Conditions.
E. Notification of Policy Cancellation: Contractor shall immediately notify City upon cancellation or other loss of insurance coverage. Contractor shall stop Work until replacement insurance has been procured. There shall be no time credit for delays or days not worked pursuant to this section.
6.05 Acceptance of Bonds and Insurance; Option to Replace
A. If City has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 6 or the Supplementary Conditions on the basis of non-conformance with the Contract Documents, the City shall so notify the Contractor in writing within 10 Business Days after receipt of the certificates (or other evidence requested). Contractor shall provide to the City such additional information in respect of insurance provided as the City may reasonably request. If Contractor does not purchase or maintain all of the bonds and insurance required by the Contract Documents, the City shall notify the Contractor in writing of such failure prior to the start of the Work, or of such failure to maintain prior to any change in the required
coverage. Such failure to provide bonds or insurance as required by the Contract Documents is a breach of the terms of the Contract and the City may terminate the Contractor in accordance with the provisions of the Contract Documents.
ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES
7.01 Contractor’s Means and Methods of Construction
A. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction.
B. If the Contract Documents note, or Contractor determines, that professional engineering or
other design services are needed to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences, and procedures, or for Site safety, then Contractor shall cause such services to be provided by a properly licensed design professional, at
Contractor’s expense. Such services are not City-delegated professional design services under this Contract, and neither City nor Engineer has any responsibility with respect to (1) Contractor’s determination of the need for such services, (2) the qualifications or licensing of
the design professionals retained or employed by Contractor, (3) the performance of such services, or (4) any errors, omissions, or defects in such services.
7.02 Supervision and Superintendence
A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting
such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents.
B. At all times during the progress of the Work, Contractor shall identify and assign a competent superintendent, who is proficient in English, and who shall not be replaced without written
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
349
00 72 00 GENERAL CONDITIONS Page 23 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
notice to City of the name of the replacement superintendent. If at any time the superintendent is not satisfactory to the City, Contractor shall, if requested by City, replace the superintendent with another satisfactory to City.
C. Contractor shall notify the City 24 hours prior to moving areas during the sequence of construction.
7.03 Labor; Working Hours
A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the
Work and perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site.
B. Contractor shall be fully responsible to City for all acts and omissions of Contractor’s employees; of Suppliers and Subcontractors, and their employees; and of any other individuals or entities performing or furnishing any of the Work, just as Contractor is responsible for Contractor’s own acts and omissions.
C. Except as otherwise required for the safety or protection of persons or the Work or property
at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours on Business Days. Contractor will not permit the performance of Work outside of regular working hours on Business Days without City’s prior written consent (which will not be unreasonably withheld)). Contractor’s written request (by letter or electronic communication) for City’s written consent must be made as follows:
1. for Work beyond regular working hours on Business Days, request must be made by noon at least two (2) Business Days prior;
2. for Work during Weekend Working Hours, request must be made by noon of the preceding Wednesday; and
3. for Work on state or federal holidays observed by the City, request must be made
sufficiently in advance of the holiday, to satisfy requirements for City Council approval.
7.04 Services, Materials, and Equipment
A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, Contractor required testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents.
B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of sufficient quality to complete the Work, and must be new and of good
quality, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. If required by City, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment.
C. All materials and equipment to be incorporated into the Work shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
350
00 72 00 GENERAL CONDITIONS Page 24 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents.
D. All items of standard equipment to be incorporated into the Work shall be the latest model at
the time of bid, unless otherwise specified.
7.05 Project Schedule
A. Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.06 and the General Requirements as it may be adjusted from time to time as provided below.
1. Contractor shall submit to the City for acceptance (to the extent indicated in Paragraph 2.06 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments must comply with any provisions of the General Requirements applicable thereto.
2. Contractor shall submit to City a monthly Project Schedule with a monthly progress payment request for the duration of the Contract in accordance with the Construction Progress Schedule, General Requirements 01 32 16.
3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be
submitted in accordance with the requirements of Article 11. Adjustments in Contract Time may only be made by a Change Order.
7.06 “Or Equals”
A. Contractor’s Request; Governing Criteria: Whenever an item of equipment or material is specified or described in the Contract Documents by using the names of one or more proprietary items or specific Suppliers, the Contract Price has been based upon Contractor furnishing such item as specified. The specification or description of such an item is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or “or equal” item is permitted, Contractor may request that City permit the use of other items of equipment
or material, or items from other proposed Suppliers, under the circumstances described below.
1. If City in its sole discretion determines that an item of equipment or material proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by City as an “or equal” item. For the purposes of this Paragraph, a proposed item of equipment or material will be considered functionally equal to an item so named if:
a. the City determines that:
1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics;
2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole;
3) it has a proven record of performance and availability of responsive service; and
4) it is not objectionable to City.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
351
00 72 00 GENERAL CONDITIONS Page 25 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
b. Contractor certifies that, if the proposed item is approved and incorporated into the Work:
1) there will be no increase in cost to the City or increase in Contract Time; and
2) the item will conform substantially to the detailed requirements of the item named in the Contract Documents.
B. Contractor’s Expense: Contractor shall provide all data in support of any proposed “or equal” item at Contractor’s expense.
C. City’s Evaluation and Determination: City will be allowed a reasonable time to evaluate each
“or-equal” request. City may require Contractor to furnish additional data about the proposed “or-equal” item. City will be the sole judge of acceptability. No “or-equal” item will be ordered, furnished, installed, or utilized until City’s review is complete and City determines
that the proposed item is an “or-equal.” City.” City will advise Contractor in writing of its determination.
D. Effect of City’s Determination: Neither approval nor denial of an “or-equal” request will result in any change in Contract Price. The City’s denial of an “or-equal” request will be final and
binding, and may not be reversed through an appeal under any provision of the Contract.
E. Treatment as a Substitution Request: If City determines that an item of equipment or material proposed by Contractor does not qualify as an “or-equal” item, Contractor may request that
City consider the item a proposed substitution pursuant to Paragraph 7.07.
7.07 Substitutions
A. Contractor’s Request; Governing Criteria: Unless the specification or description of an item of equipment or material required to be furnished under the Contract Documents contains or
is followed by words reading that no substitution is permitted, Contractor may request that City permit the use of other items of equipment or material under the circumstances described below. To the extent possible such requests must be made before commencement of related
Work at the Site.
1. Contractor shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is functionally equivalent to that named and an acceptable substitution therefor. City will not accept requests for review of proposed substitute items of equipment or material from anyone other than Contractor.
2. The requirements for review by City will be as set forth in Paragraph 7.07.B, as supplemented by the Specifications, and as City may decide is appropriate under the
circumstances.
3. Contractor shall make written application to City for review of a proposed substitute item of equipment or material that Contractor seeks to furnish or use. The application shall comply with Section 01 25 00 and:
a. will certify that the proposed substitute item will:
1) perform adequately the functions and achieve the results called for by the general design;
2) be substantially similar in substance to the item specified; and
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
352
00 72 00 GENERAL CONDITIONS Page 26 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
3) be well-suited to the same use as the item specified.
b. will state:
1) the extent, if any, to which the use of the proposed substitute item will adversely impact Contractor’s achievement of Final Acceptance on or before the Contract Time;
2) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with City for other work on the Project) to adapt the design to the proposed substitute item; and
3) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty.
c. will identify:
1) all variations of the proposed substitute item from the item specified; and
2) available engineering, sales, maintenance, repair, and replacement services.
d. will contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including but not limited to changes in
Contract Price, shared savings, costs of redesign, and Damage Claims of other contractors affected by any resulting change.
B. City’s Evaluation and Determination: City will be allowed a reasonable time to evaluate each substitution request. City may require Contractor to furnish additional data about the proposed
substitute item. City will be the sole judge of acceptability. No substitute will be ordered, furnished, installed, or utilized until City’s review is complete and City determines that the proposed item is an acceptable substitution. City’s approval determination will be evidenced
by a Change Order accounting for the substitution itself and all related impacts, including changes in Contract Price or Contract Time. City will advise Contractor in writing of any denial determination.
C. Special Guarantee: City may require Contractor to furnish at Contractor’s expense a special performance guarantee or other surety with respect to any substitution. Contractor shall
indemnify and hold harmless City and its officers, elected and appointed officials,
employees, agents, consultants and subcontractors and anyone directly or indirectly
employed by them from and against any and all claims, damages, losses and expenses
(including attorney’s fees) arising out of or relateds to the use of substituted materials or
equipment.
D. Reimbursement of City’s Cost: City will record City’s costs in evaluating a substitution proposed or submitted by Contractor. Whether or not City approves a substitute so proposed or submitted by Contractor, Contractor shall reimburse City for evaluating each such proposed substitute. Contractor shall also reimburse City for the charges for making changes in the Contract Documents (or in the provisions of any other direct contract with City) resulting from
the acceptance of each proposed substitute.
E. Contractor’s Expense: Contractor shall provide all data in support of any proposed substitute at Contractor’s expense.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
353
00 72 00 GENERAL CONDITIONS Page 27 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
F. City Substitution Reimbursement: Cost savings attributable to acceptance of a substitution shall be paid to City by Contractor by an appropriate Change Order decreasing the Contract Price.
G. Effect of City’s Determination: If City approves the substitution request, Contractor shall
execute the proposed Change Order and proceed with the substitution. The City’s denial of a substitution request will be final and binding, and may not be reversed through an appeal under any provision of the Contract. Contractor may challenge the scope of reimbursement costs imposed under Paragraph 7.07.D, by timely submittal of a Change Order.
7.08 Concerning Subcontractors and Suppliers
A. Contractor shall perform with its own organization, and with the assistance of workmen under its immediate superintendence, work of a value not less than 35% of the Contract Price, unless
otherwise approved by the City.
B. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether
initially or as a replacement, against whom City may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection, except as provided in Paragraph 7.08.C. The Contractor’s retention of a Subcontractor or Supplier for the performance of parts of the Work will not relieve Contractor’s obligation to City to perform and complete the Work in accordance with the Contract.
C. The City may require the use of specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work , and will provide such requirements in the Supplementary Conditions.
D. Contractor shall provide to City as part of the Bid, the identity of all proposed Subcontractors
and Suppliers. Such proposed Subcontractor or Supplier shall be deemed acceptable to City unless City raises a substantive, reasonable objection prior to execution of the Agreement.
E. Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors,
Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor just as Contractor is responsible for Contractor’s own acts and omissions. Nothing in the Contract:
1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or
entity any contractual relationship between City and any such Subcontractor, Supplier or other individual or entity; nor
2. shall create any obligation on the part of City to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations.
F. No acceptance by City of any such Subcontractor or Supplier, whether initially or as a replacement, will constitute a waiver of the right of City to the completion of the Work in accordance with the Contract Documents, Contract Price and Contract Time.
G. Contractor shall be solely responsible for scheduling and coordinating the tasks of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of
the Work under a direct or indirect contract with Contractor.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
354
00 72 00 GENERAL CONDITIONS Page 28 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
H. All Work performed for Contractor by a Subcontractor or Supplier must be pursuant to an appropriate contractual agreement that specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract for the benefit of City. Contractor must comply
with all applicable federal, state, and local laws, statutes, ordinances or regulations, including but not limited to immigration laws, workers compensation laws and wage laws, in the hiring of any Subcontractor or Supplier and shall ensure that each Subcontractor or Supplier has the
same obligations.
I. Contractor shall restrict all Subcontractors and Suppliers from communicating with City, except through Contractor or in case of an emergency, or as otherwise expressly allowed in
this Contract.
7.09 Wage Rates
A. Duty to pay Prevailing Wage Rates: The Contractor shall comply with all requirements of Chapter 2258, Texas Government Code (as amended), including the payment of not less than the rates determined by the City Council of the City of Denton to be the prevailing wage rates in accordance with Chapter 2258. The then current prevailing wage rates at the time of execution of the Agreement are included in these Contract Documents.
B. Penalty for Violation: A Contractor or any Subcontractor who does not pay the prevailing wage shall, upon demand made by the City, pay to the City $60 for each worker employed for each calendar day or part of the day that the worker is paid less than the prevailing wage rates stipulated in these contract documents. This penalty shall be retained by the City to offset its
administrative costs, pursuant to Texas Government Code Section 2258.023.
C. Complaints of Violations and City Determination of Good Cause: On receipt of information, including a complaint by a worker, concerning an alleged violation of Section 2258.023, Texas Government Code, by a Contractor or Subcontractor, the City shall make an initial determination, before the 31st day after the date the City receives the information, as to whether good cause exists to believe that the violation occurred. The City shall notify in
writing the Contractor or Subcontractor and any affected worker of its initial determination. Upon the City’s determination that there is good cause to believe the Contractor or Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by the
claimant or claimants as the difference between wages paid and wages due under the prevailing wage rates, such amounts being retained from successive progress payments pending a final determination of the violation.
D. Arbitration Required if Violation Not Resolved: An issue relating to an alleged violation of Section 2258.023, Texas Government Code, including a penalty owed to the City or an affected worker, shall be submitted to binding arbitration in accordance with the Texas General Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or Subcontractor and any affected worker does not resolve the issue by agreement before the 15th day after the date the City makes its initial determination pursuant to Paragraph 7.09.C. If the
persons required to arbitrate under this section do not agree on an arbitrator before the 11th day after the date that arbitration is required, a district court shall appoint an arbitrator on the petition of any of the persons. The City is not a party in the arbitration. The decision and
award of the arbitrator is final and binding on all parties and may be enforced in any court of competent jurisdiction.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
355
00 72 00 GENERAL CONDITIONS Page 29 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. Records to be Maintained: The Contractor and each Subcontractor shall, for a period of three (3) years following the date of Final Acceptance, maintain records that show (i) the name and occupation of each worker employed by the Contractor in the construction of the Work
provided for in this Contract; and (ii) the actual per diem wages paid to each worker. The records shall be available in Denton County, Texas at all reasonable hours for inspection by the City. The provisions of Paragraph 7.23, Right to Audit, shall pertain to this inspection.
F. Progress Payments: With each progress payment request or payroll period, whichever is less, the Contractor shall submit an affidavit stating that the Contractor has complied with the requirements of Chapter 2258, Texas Government Code.
G. Posting of Wage Rates: The Contractor shall post prevailing wage rates in a conspicuous place
at the Site at all times.
H. Subcontractor Compliance: The Contractor shall include in its subcontracts and/or shall otherwise require all of its Subcontractors to comply with Paragraphs 7.09.A through 7.09.G.
7.10 Patent Fees and Royalties
A. Contractor shall pay all patent or license fees and royalties and pay all costs incident to the use
in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others.
If an invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any patent or license fee or royalty to others, the existence of such rights will be disclosed in the Contract Documents. Failure of the City to disclose such information does not relieve the Contractor from its obligations to pay said fees or, royalties or costs to others.
B. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS,
CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS CITY, AND ITS
OFFICERS, ELECTED AND APPOINTED OFFICIALS, DIRECTORS, MEMBERS,
PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUBCONTRACTORS OF
EACH AND ANY OF THEM, FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES,
AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES
OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND
ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS)
ARISING OUT OF OR RELATING TO ANY INFRINGEMENT OF PATENT RIGHTS
OR COPYRIGHTS INCIDENT TO THE USE IN THE PERFORMANCE OF THE WORK
OR RESULTING FROM THE INCORPORATION IN THE WORK OF ANY
INVENTION, DESIGN, PROCESS, PRODUCT, OR DEVICE.
7.11 Permits and Utilities
A. Contractor obtained permits and licenses. Unless otherwise expressly provided in the Contract Documents, Contractor shall obtain and pay for all construction permits and licenses. City shall provide reasonable assistance to Contractor, if necessary, in obtaining such permits and
licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work applicable at the time the Notice of Award is issued, except for permits provided by the City as specified in Paragraph 7.11.B. City shall pay the charges of utility service providers for connections for providing permanent service to the Work.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
356
00 72 00 GENERAL CONDITIONS Page 30 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
B. City obtained permits and licenses. City will obtain and pay for those permits and licenses identified as City’s responsibility in the Supplementary Conditions or Contract Documents. It will be the Contractor’s responsibility to comply with and carry out the provisions of the
permit. If the Contractor initiates changes to the Contract and the City approves the changes, the Contractor is responsible for obtaining clearances and coordinating with the appropriate regulatory agency. relating to the changes. The City will not reimburse the Contractor for any
cost associated with the requirements of any City acquired permit. The following are permits the City will obtain if required:
1. Texas Department of Transportation Permits
2. U.S. Army Corps of Engineers Permits
3. Texas Commission on Environmental Quality Permits
4. Railroad Company Permits
5. Texas Department of Licensing and Regulation (TDLR) Permits
C. Outstanding permits and licenses. Any outstanding permits and licenses are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding permits and licenses.
7.12 Taxes
A. On issuance of a Notice of Award by the City, an organization which qualifying for exemption
pursuant to Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rent or lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to hisits Supplier an exemption certificate in lieu of the tax, said exemption
certificate to comply with State Comptroller’s Rulings applicable to Texas Tax Code, Subchapter H. Any such exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall comply with all applicable rulings pertaining to the Texas Tax Code,
Subchapter H.
B. Texas tax permits and information may be obtained from:
1. Comptroller of Public Accounts Sales Tax Division
Capitol Station Austin, TX 78711; or
2. http://www.window.state.tx.us/taxinfo/taxforms/93-forms.html
7.13 Laws and Regulations
A. Contractor shall give all notices required by and shall comply with all Laws and Regulations
applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, City shall not be responsible for monitoring Contractor’s compliance with any Laws and Regulations.
B. If Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws and Regulations, Contractor shall be liable for all resulting claims, costs losses, and damages, and shall indemnify and hold harmless City, and its officers, elected
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
357
00 72 00 GENERAL CONDITIONS Page 31 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
and appointed officials, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work or other action.
C. Changes in Laws and Regulations not known at the time of the City’s issuance of a Notice of
Award having an effect on the cost or time of performance of the Work may be the subject of an adjustment in Contract Price or Contract Time.
7.14 Record Documents
A. Contractor shall maintain in a safe place at the Site one printed record copy of all Drawings,
Specifications, Addenda, Change Orders, Field Orders, written interpretations and clarifications, and approved Shop Drawings. Contractor shall keep such record documents in good order and annotate them to show changes made during construction. Contractor shall
include accurate locations for buried and imbedded items. These record documents, together with all approved Samples, will be available to City for reference. Upon completion of the Work, Contractor shall deliver these record documents to City prior to Final Inspection.
7.15 Safety and Protection
A. As between City and Contractor, Contractor shall be responsible for the safety of persons and property in the performance of the Work, for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work and for compliance with applicable
safety Laws and Regulations.
B. Contractor shall designate a qualified and experienced safety representative whose duties and responsibilities are the prevention of Work-related accidents and the maintenance and supervision of safety precautions and programs. Contractor shall inform the City in writing of Contractor’s designated safety representative at the Site.
C. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:
1. all persons on the Site or who may be affected by the Work;
2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and
3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction.
D. All damage, injury, or loss to any property referred to in Paragraph 7.1515.C.2 or 7.1515.C.3
caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be the responsibility of and remedied by Contractor at its expense.
E. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss;
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
358
00 72 00 GENERAL CONDITIONS Page 32 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
and shall implement, erect and maintain all necessary safeguards for such safety and protection.
F. Contractor shall notify City; the owners of adjacent property; the owners of Underground
Facilities and other utilities (if the identity of such owners is known to Contractor); and other contractors and utility owners performing work at or adjacent to the Site, in writing, when Contractor knows that prosecution of the Work may affect them, and shall cooperate with
them in the protection, removal, relocation, and replacement of their property or work in progress.
G. Contractor shall comply with the applicable requirements of City’s safety programs, if any.
H. Contractor shall inform City in advance in writing of the specific requirements of Contractor’s
safety program with which City’s and Engineer’s employees and representatives must comply while at the Site.
I. Contractor’s duties and responsibilities for safety and protection will continue until all the Work is completed and City has issued a Letter of Final Acceptance.
J. Contractor’s duties and responsibilities for safety and protection will resume whenever Contractor or any Subcontractor or Supplier returns to the Site to fulfill warranty or correction obligations, or to conduct other tasks arising from the Contract Documents.
7.16 Hazard Communication Programs
A. Contractor shall be responsible for coordinating any exchange of safety data sheets (formerly known as material safety data sheets) or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with
Laws and Regulations.
7.17 Emergencies and/or Rectification
A. In the event of threatened or actual emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to immediately act to prevent damage, injury, or loss. Contractor shall give City prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused by an emergency or are required as a result of Contractor’s response to an emergency. If City determines that a change in the Contract Documents is required because of an emergency or Contractor’s response, a Change Order may be issued.
B. Should the Contractor fail to respond to a request from the City to rectify any discrepancies, omissions, or correction necessary to conform with the requirements of the Contract Documents, the City shall give the Contractor written notice that such work or changes are to be performed. The written notice shall direct attention to the discrepant condition and request the Contractor to take remedial action to correct the condition. In the event the Contractor does not take proper action within 24 hours to fulfill this written request or fails
to show just cause for not taking the proper action, within 24 hours, the City may take such remedial action with City resources or by contract. The City shall deduct an amount equal to the entire cost for such remedial action, plus 25% from any funds due or to become due the
Contractor on the Project.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
359
00 72 00 GENERAL CONDITIONS Page 33 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
7.18 Submittals
A. Submittal Procedures for Shop Drawings and Samples: Contractor shall submit required Submittals to City for review and acceptance in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.03).
1. Contractor shall submit the Submittals in accordance with Section 01 33 00 of the General Requirements.
2. Data shown on the Submittals must be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to demonstrate to City the services, materials, and equipment Contractor proposes to provide, and to enable City to review the information for the limited purposes required by Paragraph 7.18.C.
3. Submittals reviewed and accepted by City for conformance with the design concept shall
be executed in conformity with the Contract Documents unless otherwise required by City.
4. When Submittals are submitted for the purpose of showing the installation in greater detail, their review shall not excuse Contractor from requirements shown on the Drawings
and Specifications.
5. For-Information-Only submittals upon which the City is not expected to conduct a review or take responsive action may be so identified in the Contract Documents.
6. Contractor shall submit the required number of Samples specified in the Specifications.
7. Contractor shall clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which it is intended and other data as City may require to enable City to review the Submittal for the limited purposes set forth in Paragraph 7.18.C.
B. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any
related Work performed prior to City’s review and acceptance of the pertinent submittal will be at the sole risk, expense and responsibility of Contractor.
C. City’s Review
1. City will provide timely review of Submittals in accordance with the accepted Schedule of Submittals. City’s review and acceptance will be to determine if the items covered by the Submittals will, after installation or incorporation in the Work, comply with the requirements of the Contract Documents, and be compatible with the design concept of
the completed Project as a functioning whole as indicated by the Contract Documents.
2. City’s review and acceptance will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence or procedure of construction is specifically and expressly called for by the Contract Documents), or to safety precautions or programs incident thereto.
3. City’s review and acceptance of a separate item as such will not indicate approval of the assembly in which the item functions.
4. City’s review and acceptance of a Submittal will not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Section 01 33 00 of the General
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
360
00 72 00 GENERAL CONDITIONS Page 34 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Requirements, and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal.
5. City’s review and acceptance of a Submittal will not relieve Contractor from
responsibility for complying with the requirements of the Contract Documents.
6. City’s review and acceptance of a Submittal, or of a variation from the requirements of the Contract Documents, will not, under any circumstances, change the Contract Time or Contract Price, unless such changes are included in a Change Order.
7. Neither City’s receipt, review, or acceptance of a Submittal will result in such item becoming a Contract Document.
8. Contractor shall perform the Work in compliance with the requirements and commitments set forth in accepted Submittals, subject to the provisions of Section 01 33
00 of the General Requirements.
7.19 Continuing the Work
A. Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with City. No Work shall be delayed or
postponed pending resolution of any disputes or disagreements, except as City and Contractor may otherwise agree in writing.
7.20 Contractor’s General Warranty and Guarantee
A. Contractor warrants and guarantees to City that all Work will be in accordance with the Contract Documents and will not be defective. City and its officers, elected and appointed officials, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on Contractor’s warranty and guarantee.
B. Contractor’s warranty and guarantee hereunder excludes defects or damage caused by:
1. abuse, or improper modification, maintenance, or operation, by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or
2. normal wear and tear under normal usage.
C. Contractor’s obligation to perform and complete the Work in accordance with the Contract Documents is absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents, a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents, or a release of Contractor’s warranty and guarantee under this Paragraph 7.20:
1. Observations by Engineer or City;
2. Recommendation by Engineer or payment by City of any progress or final payment;
3. The issuance of a letter or certificate of Final Acceptance by City or any payment related thereto by City;
4. Use or occupancy of the Work or any part thereof by City;
5. Any review and acceptance of a Submittal by City;
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
361
00 72 00 GENERAL CONDITIONS Page 35 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
6. Any inspection, test, or acceptance by others; or
7. Any correction of defective Work by City.
D. The Contractor shall remedy any defects or damages in the Work and pay for any damage to other work or property resulting therefrom which shall appear within a period of two (2) years from the date of Final Acceptance of the Work unless a longer period is specified. Contractor shall furnish a good and sufficient maintenance bond, complying with the requirements of Paragraph 6.02.B. The City will give notice of observed defects with reasonable promptness.
7.21 Indemnification
A. CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, THE CITY, ITS OFFICERS,
ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AGENTS,
CONSULTANTS AND SUBCONTRACTORS AND ANYONE DIRECTLY OR
INDIRECTLY EMPLOYED BY THEM , FROM AND AGAINST ANY AND ALL
CLAIMS FOR PERSONAL OR BODILY INJURY OR DEATH, ARISING OUT OF
OR RELATED TO, OR ALLEGED TO ARISE OUT OF OR BE RELATED TO, THE
WORK AND SERVICES TO BE PERFORMED BY THE CONTRACTOR, ITS
OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, LICENSEES OR
INVITEES UNDER THESE CONTRACT DOCUMENTS. THIS INDEMNIFICATION
PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE
EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES
BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT,
OMISSION OR NEGLIGENCE OF THE CITY. OR ITS OFFICERS, ELECTED OR
APPOINTED OFFICIALS, EMPLOYEES, AGENTS, CONSULTANTS OR
SUBCONTRACTORS OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY
THEM. THIS INDEMNITY PROVISION IS INTENDED TO INCLUDE, WITHOUT
LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES
INCURRED IN DEFENDING AGAINST SUCH CLAIMS AND CAUSES OF
ACTIONS.
B. CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY AND HOLD
HARMLESS, AT ITS OWN EXPENSE, THE CITY, ITS OFFICERS, ELECTED AND
APPOINTED OFFICIALS, EMPLOYEES, AGENTS, CONSULTANTS AND
SUBCONTRACTORS AND ANYONE DIRECTLY OR INDIRECTLY EMPLOYED
BY THEM FROM AND AGAINST ANY AND ALL LOSS, DAMAGE OR
DESTRUCTION OF PROPERTY OF THE CITY, ARISING OUT OF OR RELATED
TO, OR ALLEGED TO ARISE OUT OF OR BE RELATED TO, THE WORK AND
SERVICES TO BE PERFORMED BY THE CONTRACTOR, ITS OFFICERS,
AGENTS, EMPLOYEES, SUBCONTRACTORS, LICENSEES OR INVITEES
UNDER THIS CONTRACT. THIS INDEMNIFICATION PROVISION IS
SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS
ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING
SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR
NEGLIGENCE OF THE CITY OR ITS OFFICERS, ELECTED OR APPOINTED
OFFICIALS, EMPLOYEES, AGENTS, CONSULTANTS OR SUBCONTRACTORS
OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
362
00 72 00 GENERAL CONDITIONS Page 36 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
7.22 Delegation of Professional Design Services
A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor’s responsibilities for construction means,
methods, techniques, sequences and procedures.
B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents,
City will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided pursuant to the professional standard of care by a properly licensed design professional, whose signature and seal must appear on
all drawings, calculations, specifications, certifications, and Submittals prepared by such design professional. Such design professional must issue all certifications of design required by Laws and Regulations.
C. If a Submittal related to the requirements indicated in Paragraph 7.22.B is prepared by Contractor, a Subcontractor, or others for submittal to City, then such Submittal must bear the written approval of Contractor’s design professional when submitted by Contractor to City.
D. City shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, and approvals performed or provided by the design professionals retained or employed by Contractor under the conditions indicated in Paragraph 7.22.B, subject to the professional standard of care and the performance and design criteria stated in the Contract
Documents.
E. Pursuant to this Paragraph 7.22, City’s review, acceptance, and other determinations regarding design drawings, calculations, specifications, certifications, and other Submittals furnished by Contractor pursuant to the conditions indicated in Paragraph 7.22.B, will be only for the following limited purposes:
1. Checking for conformance with the requirements of this Paragraph 7.22;
2. Confirming that Contractor (through its design professionals) has used the performance
and design criteria specified in the Contract Documents; and
3. Establishing that the design furnished by Contractor is consistent with the design concept expressed in the Contract Documents.
7.23 Right to Audit
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract during the term of the Contract and for five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be made available, in Denton County, Texas within ten (10) Business Days of City’s written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within Denton County, Texas. Except as otherwise provided herein, the cost of the audit will be borne by the City
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
363
00 72 00 GENERAL CONDITIONS Page 37 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
unless the audit reveals an overpayment of 1% or greater. If the City is undertaking an audit or inspection pursuant to Paragraph 7.09 or if an overpayment of 1% or greater occurs, the City’s reasonable cost of the audit, including any travel costs, must be paid by the Contractor within five (5) Business Days of receipt of City’s invoice for such costs.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document.
7.24 Nondiscrimination
A. The City is responsible for operating Public Transportation Programs and implementing transit-related projects, funded in part with Federal financial assistance awarded by the U.S. Department of Transportation and the Federal Transit Administration (FTA), without
discriminating against any person in the United States on the basis of race, color, or national origin.
B. Contractor shall comply with the requirements of Title VI, Civil Rights Act of 1964 as amended and the regulations promulgated thereunder, as may be further defined in the Supplementary Conditions, for any project receiving Federal assistance.
ARTICLE 8 – OTHER WORK AT THE SITE
8.01 Other Work
A. In addition to and apart from the Work under the Contract Documents, the City may perform
other work at or adjacent to the Site. Such other work may be performed by City’s employees, or through contracts between the City and third parties. City may also arrange to have third-party utility owners perform work on their utilities and facilities at or adjacent to the Site.
B. If City performs other work at or adjacent to the Site with City’s employees, or through contracts for such other work, then City shall give Contractor written notice thereof prior to starting any such other work, if such other work is not noted in the Contract Documents.
C. Contractor shall afford proper and safe access to the Site to each contractor that performs such other work, each utility owner performing other work, and City, if City is performing other work with City’s employees, and provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work.
D. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of City and the others whose work will be affected.
E. If the proper execution or results of any part of Contractor’s Work depends upon work performed by others, Contractor shall inspect such other work and promptly report to City in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as fit and proper for integration with
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
364
00 72 00 GENERAL CONDITIONS Page 38 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Contractor’s Work except for latent defects and deficiencies in such other work that could not have been discovered through a proper inspection.
F. The provisions of this Article 8 are not applicable to work that is performed by third-party
utilities or other third-party entities without a contract with City, or that is performed without having been arranged by City. If such work occurs, then any related delay, disruption, or interference incurred by Contractor is governed by the provisions of Paragraph 4.03.D.3.
8.02 Coordination
A. If City intends to contract with others for the performance of other work at or adjacent to the Site, to perform other work at or adjacent to the Site with City’s employees, or to arrange to have utility owners perform work at or adjacent to the Site, the following will be set forth in
the Supplementary Conditions or provided to Contractor prior to the start of any such other work:
1. The identity of the individual or entity that will have authority and responsibility for coordination of the activities among the various contractors;
2. An itemization of the specific matters to be covered by such authority and responsibility; and
3. The extent of such authority and responsibilities.
B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for such
coordination.
8.03 Legal Relationships
A. Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with the work of City, any other contractor, or any utility owner
performing other work at or adjacent to the Site.
1. When City is performing other work at or adjacent to the Site with City’s employees, Contractor shall be liable to City for damage to such other work, and for the reasonable direct delay, disruption, and interference costs incurred by City as a result of Contractor’s failure to take reasonable and customary measures with respect to City’s other work.
B. If Contractor damages, delays, disrupts, or interferes with the work of any other contractor, or any utility owner performing other work at or adjacent to the Site, through Contractor’s failure
to take reasonable and customary measures to avoid such impacts, or if any Damage Claim arising out of Contractor’s actions, inactions, or negligence in performance of the Work at or adjacent to the Site is made by any such other contractor or utility owner against Contractor,
City, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties through negotiations with such other contractor or utility owner, or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law, and (2) indemnify, defend and
hold harmless City and Engineer, and the officers, elected and appointed officials, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claims, and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such damage, delay, disruption, or interference.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
365
00 72 00 GENERAL CONDITIONS Page 39 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 9 – CITY’S RESPONSIBILITIES
9.01 Communications to Contractor
A. Except as otherwise provided in the Supplementary Conditions, City shall issue all communications to Contractor.
9.02 Furnish Data
A. City shall promptly furnish the data required of City under the Contract Documents.
9.03 Pay When Due
A. City shall make payments to Contractor when they are due in accordance with and subject to the provisions of Article 14.
9.04 Lands and Easements; Reports, Tests, and Drawings
A. City’s duties with respect to providing lands and easements are set forth in Paragraph 5.01.
B. Article 5 refers to City’s identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions at the Site, and drawings of physical conditions relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by City in preparing the Contract Documents.
9.05 Change Orders
A. City’s responsibilities with respect to Change Orders are set forth in Article 11.
9.06 Inspections, Tests, and Approvals
A. City’s responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.02.DD.
9.07 Limitations on City’s Responsibilities
A. The City shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. City will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract
Documents.
9.08 Undisclosed Hazardous Environmental Condition
A. City’s responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 5.06.
9.09 Compliance with Safety Program
A. While at the Site, City’s employees and representatives shall comply with the specific
applicable requirements of Contractor’s safety programs of which City has been informed in advance in writing pursuant to Paragraph 7.15.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
366
00 72 00 GENERAL CONDITIONS Page 40 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 10 – CITY’S OBSERVATION DURING CONSTRUCTION
10.01 City’s Project Manager or Duly Authorized Representative
A. City will provide a Project Manager or duly authorized representative during the construction period. The duties and responsibilities and the limitations of authority of City’s Project Manager or duly appointed representative during construction are set forth in the Contract Documents.
B. City’s Project Manager for these Contract Documents is as set forth in the Supplementary Conditions. City will establish a duly authorized representative at the Preconstruction Meeting in accordance with Section 01 31 19 of the General Requirements.
10.02 Visits to Site
A. City will make visits to the Site at intervals appropriate to the various stages of construction as City deems necessary in order to observe the progress that has been made and the quality
of the various aspects of Contractor’s executed Work. Based on information obtained during such visits and observations, City will determine, in general, if the Work is proceeding in accordance with the Contract Documents. City will not be required to make exhaustive or
continuous inspections on the Site to check the quality or quantity of the Work. City’s efforts will be directed toward providing City a greater degree of confidence that the completed Work
will conform generally to the Contract Documents.
B. City’s visits and observations are subject to all the limitations on City’s responsibility set forth in Paragraph 99.07. Particularly, but without limitation, during or as a result of City’s visits or observations of Contractor’s Work, City will not supervise, direct, control, or have authority
over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work.
10.03 Determinations for Work Performed
A. As applicable, Contractor will determine the actual quantities and classifications of Work performed.. City’s Project Manager or duly authorized representative will review with Contractor the preliminary determinations on such matters before rendering a written recommendation. City’s written decision will be final (except as modified to reflect changed factual conditions or more accurate data).
10.04 Decisions on Requirements of Contract Documents and Acceptability of Work
A. City will be the interpreter of the requirements of the Contract Documents and judge the
acceptability of the Work thereunder.
B. City will render a written decision on any issue referred.
C. City’s written decision on the issue referred will be final and binding on the Contractor, subject to the provisions of Paragraph 11.07.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
367
00 72 00 GENERAL CONDITIONS Page 41 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 11 – CHANGES ININ THE WORK; CLAIMS; EXTRA WORK
11.01 Amending and Supplementing the Contract
A. The Contract may be amended toto provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof, including in the Contract Price or Contract Time, but such amendment will be made by Change Order only.
B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work not involving a change in Contract Price or Contract Time, may be authorized, by one of the following ways:
1. A Field Order; or
2. City’s review of a Submittal (subject to the provisions of Paragraph 7.18.C); or
3. City’s written interpretation or clarification.
11.02 Execution of Change Orders
A. City and Contractor shall execute appropriate Change Orders covering:
1. Changes in the Contract Price or Contract Time which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed..
2. Changes in the Work which are: (a) ordered by City pursuant to Paragraph 11.04, (b) required because of City’s acceptance of defective Work under Paragraph 13.05 or City’s correction of defective Work under Paragraph 13.08, or (c) as otherwise agreed to by the parties.
11.03 Field Orders
A. City may authorize minor variations and deviations in changes in the Work if the changes do not involve an adjustment in the Contract Price or the Contract Time and are compatible with
the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such changes will be accomplished by a Field Order and will be binding on both the City and Contractor, which shall perform the Work involved promptly.
11.04 Authorized Changes in the Work – Extra Work
A. Without invalidating the Contract and without notice to any surety, City may, at any time or from time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall proceed with the Work involved only upon receiving written notice from City. Extra Work will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memorialized by a Change Order which may or may not precede an order of Extra Work.
B. For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field Order may be issued by City.
11.05 Unauthorized Changes in the Work
A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the
Contract Time with respect to any work performed that is not required by the Contract
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
368
00 72 00 GENERAL CONDITIONS Page 42 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Documents, as amended, modified, or supplemented as allowed herein, except in certain cases of an emergency as provided in Paragraph 7.17.A.
11.06 Dispute of Extra Work
A. Should a difference arise as to what does or does not constitute Extra Work, or as to the
payment for such Extra Work, and the City requires its performance, the Contractor shall proceed with the Extra Work after making written request for a Change Order and shall keep accurate account of the actual reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to Paragraph 11.07.
B. The Contractor shall furnish the City such records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a corrected
set of plans showing the actual work performed.
C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be the full, complete and final payment for all charges, fees and costs Contractor incurs as a result of or relating to the Extra Work, whether said charges, fees or costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any charges, fees or costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the Extra Work.
11.07 Contract Claims Process
A. City’s Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.08, shall be referred to the City for decision. A decision by City shall be required as a condition precedent to any exercise by Contractor of any rights or remedies he may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Contract Claims.
B. Notice:
1. Written notice stating the general nature of each Contract Claim shall be delivered by the Contractor to City no later than 15 days after the start of the event giving rise thereto. The responsibility to substantiate a Contract Claim shall rest with the party making the
Contract Claim.
2. Notice of the amount or extent of the Contract Claim, with supporting data shall be delivered to the City no later than 45 days after the start of the event giving rise thereto (unless the City notifies Contractor in writing that City will allow additional time for
Contractor to submit additional or more accurate data in support of such Contract Claim).
3. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 11.08.
4. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance
with the provisions of Paragraph 11.09.
5. Each Contract Claim shall be accompanied by Contractor’s written statement that the adjustment claimed is the entire adjustment to which the Contractor believes it is entitled
as a result of said event.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
369
00 72 00 GENERAL CONDITIONS Page 43 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
6. The City shall submit any response to the Contractor within 30 days after receipt of the Contractor’s last submittal (unless in connection with the Contract Claim (unless Contractor allows the City additional time to submit a response).
C. City’s Action: City will review each Contract Claim and, within 30 days after receipt of the
last submittal of the Contractor unless action by City’s Council is required, take one of the following actions in writing:
1. deny the Contract Claim in whole or in part;
2. approve the Contract Claim; or
3. notify the Contractor that the City is unable to resolve the Contract Claim if, in the City’s sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Contract Claim, such notice shall be deemed a denial.
D. City’s written action under this Paragraph 11.07 will be final and binding, unless City or
Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial.
E. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not submitted in accordance with this Paragraph 11.07.
F. If the City fails to take any action pursuant to this Paragraph 11.07, the Contract Claim is considered to have been denied by the City.
11.08 Change of Contract Price
A. The Contract Price may only be changed by a Change Order.
B. TheThe value of any Work covered by a Change Order will be determined as follows:
1. Where the Work involved is covered by unit prices contained in the Contract Documents, then by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 12.03);
2. Where the Work involved is not covered by unit prices contained in the Contract Documents, then by a mutually agreed lump sum or unit price (which may include an allowance for overhead and profit not necessarily in accordance with
Paragraph 11.08.C.2), and shall include the cost of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work; or
3. Where the Work involved is not covered by unit prices contained in the Contract Documents and the parties do not reach mutual agreement to a lump sum or unit price,
then on the basis of the Cost of the Work (determined as provided in Paragraph 12.01) plus a Contractor’s fee for overhead and profit (determined as provided in Paragraph 11.08.C).
C. Contractor’s Fee: The Contractor’s fee for overhead and profit will be determined as follows:
1. A mutually acceptable fixed fee; or
2. If a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work:
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
370
00 72 00 GENERAL CONDITIONS Page 44 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
a. For costs incurred under Paragraphs 12.01.B.1, 12.01.B.2, and 12.01.B.3, the Contractor’s fee will be 15 percent except for:
1) rental fees for Contractor’s own equipment; and
2) bonds and insurance;
b. For costs incurred under Paragraph 12.01.B.4, the Contractor’s fee will be 5 percent;
1) Where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 11.08.C.2.a and 11.08.C.2.b is that the Contractor’s fee will be based on: (1) a fee of 15
percent of the costs incurred under Paragraphs 12.01.B.1, 12.01.B.2, and 12.01.B.3 by the Subcontractor that actually performs the Work, at whatever tier, and (2) with respect to Contractor itself and to any Subcontractors of a tier
higher than that of the Subcontractor that actually performs the Work, a fee of 5 percent of the amount (fee plus underlying costs incurred) attributable to the next lower tier Subcontractor; provided, however, in no case shall the
cumulative total of fees paid be in excess of 25% of the Cost of the Work;
c. No fee will be payable on the basis of costs itemized under Paragraphs 12.01.B.5, 12.01.B.6, and 12.01.C;
d. The amount of credit to be allowed by Contractor to City for any change which
results in a net decrease in Cost of the Work will be the amount of the actual net decrease in Cost of the Work and a deduction of an additional amount equal to 5 percent of such actual net decrease in Cost of the Work; and
11.09 Change of Contract Time
A. The Contract Time may only be changed by a Change Order.
B. No extension of the Contract Time will be allowed under a Change Order for Extra Work or for claimed delay unless the Extra Work contemplated or claimed delay is shown to be on the critical path of the Project Schedule or Contractor can show by critical path method analysis how the Extra Work or claimed delay adversely affects the critical path.
C. Delay, disruption, and interference in the Work, and any related changes in Contract Time, are addressed in and governed by Paragraph 4.03.
11.10 Notification to Surety
A. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect the effect of any such change.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
371
00 72 00 GENERAL CONDITIONS Page 45 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 12 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY
MEASUREMENT
12.01 Cost of the Work
A. Purposes for Determination of Cost of the Work: The term “Cost of the Work” means the sum of all costs necessary for the proper performance of the Work at issue, as further defined below. The provisions of this Paragraph 12.01 are used for two distinct purposes:
1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price, under cost-plus-fee, time-and-materials, or other cost-based terms; or
2. When needed to determine the value of a Change Order. When the value of any such adjustment is determined on the basis of Cost of the Work, Contractor is entitled only to those additional or incremental costs required because of the change in the Work or
because of the event giving rise to the adjustment.
B. Costs Included: The term, “Cost of the Work” means the sum of all costs, except those excluded in Paragraph 12.01.C, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work is covered by a Change Order, the
costs reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work. Such costs shall be in amounts no higher than those
calculated based on the prevailing wage rates contained in the Contract Documents, shall not include any of the costs itemized in Paragraph 12.01.C, and may include as applicable, but not be limited to the following items:
1. Payroll costs for employees in the direct employ of Contractor in the performance of the
Work under schedules of job classifications agreed upon by City and Contractor. Such employees shall include, without limitation, superintendents, foremen, safety managers, safety representatives, and other personnel employed full time on the Work. Payroll costs
for employees not employed full time on the Work will be apportioned on the basis of their time spent on the Work. Payroll costs shall include, salaries and wages plus the cost of fringe benefits, which include social security contributions, unemployment, excise, and payroll taxes, workers’ compensation, health and retirement benefits, sick leave, and vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours on Business Days, during Weekend Working Hours, or on a state or federal holiday observed by the City, shall be included in the above to the extent authorized by City.
2. Cost of all materials and equipment furnished and incorporated in the Work, including
costs of transportation and storage thereof, and Suppliers’ field services required in connection therewith.
3. Rentals of all construction equipment and machinery and the parts thereof, whether rented from Contractor or others, in accordance with rental agreements approved in writing by City, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental
agreements. and the Contract Documents. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
372
00 72 00 GENERAL CONDITIONS Page 46 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
4. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by City, Contractor shall obtain competitive bids from subcontractors acceptable to City . Contractor shall deliver such bids to City, which will then determine,
which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of the Work and fee will be determined in the same manner as Contractor’s Cost of the Work
and fee as provided in this Paragraph 12.01 and Paragraph 11.08.C.
5. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed or retained for services
specifically related to the Work and specifically included in the agreed upon schedule of job classifications referred to in Paragraph 12.01.B.1 or otherwise specifically included in the Contract.
6. Supplemental costs consisting of the following:
a. The proportion of necessary transportation, travel, and subsistence expenses of
Contractor’s employees incurred in discharge of duties connected with the Work.
b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, and temporary office or facilities at the Site, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor.
c. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, as imposed by Laws and Regulations, excluding those taxes for which an exemption is available as described in Paragraph 7.12.
d. Deposits lost for causes other than the negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of
them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses.
e. Losses and damages (and related expenses) caused by damage to the Work, not
compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work, provided such losses and damages have resulted from causes other than the negligence or willful misconduct of Contractor, any
Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses include settlements made with the written consent and approval of CityCity. No such losses, damages, and expenses
will be included in the Cost of the Work for the purpose of determining Contractor’s fee.
f. The cost of utilities, fuel, and sanitary facilities at the Site.
g. Minor expenses such as communication service at the Site, express and courier
services, and similar petty cash items in connection with the Work.
h. The costs of premiums for all bonds and insurance that Contractor is required by the Contract Documents to purchase and maintain.
C. Costs Excluded: The term Cost of the Work does not include any of the following items:
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
373
00 72 00 GENERAL CONDITIONS Page 47 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
1. Payroll costs and other compensation of Contractor’s officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel
employed by Contractor, whether at the Site or in Contractor’s principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 12.01.B.1 or otherwise
specifically covered in the Contract. The payroll costs and other compensation excluded here are to be considered administrative costs covered by the Contractor’s fee.
2. Expenses of Contractor’s principal and branch offices other than Contractor’s office at
the Site.
3. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Work and charges against Contractor for delinquent payments.
4. Costs due to the acts, omissions, negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.
5. Other overhead or general expense costs of any kind.
D. Contractor’s Fee
1. When the Work as a whole is performed on the basis of cost-plus-a-fee, then:
a. Contractor’s fee for the Work set forth in the Contract Documents as of the Effective Date of the Agreement will be determined as set forth in the Contract.
b. for any Work covered by a Change Order for an adjustment in Contract Price on the basis of Cost of the Work, Contractor’s fee will be determined as set forth in Paragraph 11.08.C.
2. When the Work as a whole is performed on the basis of a stipulated sum, or any other basis other than cost-plus-a-fee, then Contractor’s fee for any Work covered by a Change Order forfor an adjustment in Contract Price on the basis of Cost of the Work will be determined in accordance with Paragraph 11.08.C.2.
E. Documentation and Audit: Whenever the Cost of the Work for any purpose is to be determined pursuant to this Article 12, Contractor and pertinent Subcontractors will establish and maintain records of the costs in accordance with generally accepted accounting practices, and submit in
a form acceptable to City an itemized cost breakdown together with supporting data. Subject to prior written notice, City will be afforded reasonable access, during normal business hours, to all Contractor’s accounts, records, books, correspondence, instructions, drawings, receipts,
vouchers, memoranda, and similar data relating to the Cost of the Work and Contractor’s fee. Contractor shall preserve all such documents for a period of three years after the final payment by City. Contractor will be responsible for ensuring that pertinent Subcontractors will afford such access to City, and preserve such documents, to the same extent as is required of Contractor.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
374
00 72 00 GENERAL CONDITIONS Page 48 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
12.02 Allowances
A. Specified Allowance: It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to City.
B. Cash Allowances: Contractor agrees that:
1. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and
2. Contractor’s costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances, have been included in the Contract Price and not in the allowances, and no demand for additional payment for
any of the foregoing will be valid.
C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of City.
D. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due Contractor for Work covered by allowances, and the Contract Price will be correspondingly adjusted.
12.03 Unit Price Work
A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work,
initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work multiplied by the estimated quantity of each item as indicated in the Agreement.
B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the
purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by City subject to the provisions of Paragraph 10.03.
C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor’s overhead and profit for each separately identified item. Work described in the Contract Documents, or reasonably inferred as required for a functionally complete
installation, but not identified in the listing of unit price items shall be considered incidental to Unit Price Work listed and the cost of incidental work included as part of the unit price.
D. Adjustments in Contract Price
1. City may make an adjustment in the Contract Price in accordance with Paragraph 11.08 if:
a. the quantity of the item of Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and
b. there is no corresponding adjustment with respect to any other item of Work.
2. Adjusted unit prices will apply to all units of that item.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
375
00 72 00 GENERAL CONDITIONS Page 49 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. Increased or Decreased Quantities: The City reserves the right to order Extra Work in accordance with Paragraph 11.04.
1. If the changes in quantities or the alterations do not significantly change the character of the Work under the Contract Documents, the altered Work will be paid for at the Contract
unit price.
2. If the changes in quantities or alterations materially and significantly change the character of the Work, the Contract will be amended by a Change Order.
3. If no unit prices exist, thisany increase or decrease in quantities will be considered Extra Work and the Contract will be amended by a Change Order in accordance with Article 11.
4. A significant change in the character of Work occurs when:
a. the character of work for any Item as altered differs materially or significantly in kind
or nature from that in the Contract; or
b. a Major Item of work varies by more than 25% from the original Contract quantity.
5. When the quantity of work to be done under any Major Item of the Contract is more than 125% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price on the portion of the work that is above 125%.
6. When the quantity of work to be done under any Major Item of the Contract is less than 75% of the original quantity stated in the Contract, then either party to the Contract may
request an adjustment to the unit price.
12.04 Plans Quantity Measurement for Unclassified Excavation or Embankment
A. Plans quantities may or may not represent the exact quantity of Work performed or material moved, handled, or placed during the term of the Contract. The estimated bid quantities are designated as final payment quantities, unless revised in accordance with the Contract.
B. If the total actual quantity measured for an individual item varies by more than 25% (or as stipulated under “Price and Payment Procedures” for specific Items) from the total estimated quantity for an individual Item originally shown in the Contract Documents, an adjustment may be made to the quantity of authorized Work done for payment purposes. The party to the Contract requesting the adjustment will provide field measurements and calculations showing the final quantity for which payment will be made. Payment for revised quantity will be made
at the unit price bid for that Item, except as provided for in Article 11.
C. When quantities are revised by a change in design approved by the City, by Change Order, or to correct an error, or to correct an error on the plans, the plans quantity will be increased or decreased by the amount identified in the approved change, and the 25% variance provisions of Paragraph 12.04.B will apply to the new plans quantity.
D. If the total Contract quantity multiplied by the unit price bid for an individual Item is less than $250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans quantity Item if the City and Contractor agree in writing to fix the final quantity as a plans quantity.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
376
00 72 00 GENERAL CONDITIONS Page 50 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. For callout work or non-site specific Contracts, the plans quantity measurement requirements are not applicable.
ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF
DEFECTIVE WORK
13.01 Access to Work
A. City and its Engineer, consultants, representatives, employees, and independent testing laboratories, and authorities having jurisdiction shall have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s safety procedures and programs so that they may comply with such procedures and programs as applicable.
13.02 Tests and Inspections
A. Contractor shall give City timely notice of readiness of the Work (or specific parts thereof) for
all required inspections and tests and shall cooperate with inspection and testing personnel to facilitate required inspections and tests.
B. If the Contract Documents or any Laws and Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish City the required certificates of
inspection, testing or approval, except that those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall will be paid as described in the Supplementary Conditions.
C. Contractor shall be responsible for arranging, obtaining, and paying for all inspections, tests,
re-tests, and approvals required:
1. by the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to City;
2. to attain City’s acceptance of materials or equipment to be incorporated in the Work;
3. by manufacturers of equipment furnished under the Contract Documents;
4. for testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; and
5. for acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor’s purchase thereof for incorporation in the Work.
Such inspections and tests will be performed by independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to City.
D. City may arrange for the services of an independent testing laboratory (“Testing Lab”) to
perform any inspections or tests (“Testing”) for any part of the Work, as determined solely by City.
1. City will coordinate such Testing to the extent possible, with Contractor;
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
377
00 72 00 GENERAL CONDITIONS Page 51 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
2. Should any Testing under this Section 13.03.D result in a “fail”, “did not pass” or other similar negative result, the Contractor shall be responsible for paying for any and all retests. Contractor’s cancellation without cause of City initiated Testing shall be deemed
a negative result and require a retest.
3. Any amounts owed for any retest under this Section 13.02.D shall be paid directly to the Testing Lab by Contractor. City will forward all invoices for retests to Contractor.
4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the
Testing Lab is paid.
E. If the Contract Documents require the Work (or part thereof) to be approved by City or another designated individual or entity, then Contractor shall assume full responsibility for seeking and obtaining such approvals.
F. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without the written approval of City, Contractor shall, if requested by City, uncover such Work for observation. Such uncovering and the recovering of such Work will be at
Contractor’s expense.
13.03 Defective Work
A. Contractor’s Obligation: It is Contractor’s obligation to assure that the Work is not defective.
B. City’s Authority: City has the authority to determine whether Work is defective, and to reject defective Work.
C. Notice of Defects: Written notice of all defective Work of which City has actual knowledge will be given to Contractor.
D. Correction, or Removal and Replacement: Promptly after receipt of written notice of defective Work, Contractor shall correct all such defective Work, whether or not fabricated, installed,
or completed, or, if City has rejected the defective Work, shall remove the defective Work from the Project and replace it with Work that is not defective. Failure to require the removal of any defective Work shall not constitute acceptance of such Work.
E. Preservation of Warranties: When correcting defective Work, Contractor shall take no action that would void or otherwise impair City’s warranty and guarantee, if any, on said Work.
F. Costs and Damages: In addition to its correction, removal, and replacement obligations with respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising out of or relating to defective Work, including but not limited to the cost of the inspection, testing, correction, removal, replacement, or reconstruction of such defective Work, fines levied against Contractor or City by governmental authorities because the Work is defective, and the costs of repair, replacement or reconstruction of work of others resulting from defective Work.
13.04 Rejecting Defective Work
A. City will have authority to reject Work which City believes to be defective or will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
378
00 72 00 GENERAL CONDITIONS Page 52 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
of the Work as provided in this Article 13, whether or not the Work is fabricated, installed, or completed.
13.05 Acceptance of Defective Work
A. If, instead of requiring correction or removal and replacement of defective Work, City prefers
to accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to City’s evaluation of and determination to accept such defective Work, and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior
to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of the Work so accepted.
13.06 Uncovering Work
A. City has the authority to require additional inspection or testing of the Work, whether or not
the Work is fabricated, installed, or completed.
B. If any Work is covered contrary to the Contract Documents or specific instructions of City and if requested by City, Contractor shall uncover such Work for City’s observation,
inspection or testing and then replace the covering, all at Contractor’s expense.
C. If City considers it necessary or advisable that covered Work be observed by City or inspected or tested by others, then Contractor, at City’s request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as City may require, that portion of the Work in question, and provide all necessary labor, material, and equipment.
1. If it is found that the uncovered Work is defective, Contractor shall be responsible for all claims, costs, losses, and damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals and all court or dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others). City shall be entitled to accept defective Work in accordance with Paragraph 13.05 and in such case Contractor shall still be responsible for all costs associated with exposing, observing, and testing defective Work.
2. If the uncovered Work is not found to be defective, Contractor shall be allowed an extension of the Contract Time to the extent directly attributable to such uncovering,
exposure, observation, inspection, testing, replacement, and reconstruction.
13.07 City May Stop the Work
A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or Contractor fails to perform the Work in such a way that the
completed Work will conform to the Contract Documents, then City may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been corrected or eliminated; however, this right of City to stop the Work will not give rise to any duty on the
part of City to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or any employee or agent of, any of them.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
379
00 72 00 GENERAL CONDITIONS Page 53 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
13.08 City May Correct Defective Work
A. If Contractor fails within a reasonable time after written notice from City to correct defective Work, or to remove and replace defective Work as required by City, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply
with any other provision of the Contract Documents, then City may, after providing 7 days’ advance written notice to Contractor, correct or remedy any such deficiency.
B. In connection with such corrective or remedial action, City may exclude Contractor from all
or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, and incorporate in the Work all materials and equipment stored at the Site or for which City has paid Contractor but which are stored elsewhere. Contractor shall allow
CityCity, City’s representatives, agents and employees, and City’s other contractors access to the Site to enable City to exercise the rights and remedies under this Paragraph 13.08.
C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court, or arbitration or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.08 will be the responsibility of and will be charged against Contractor. A Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price. Such claims, costs, losses and damages will include, but not be limited to,
all costs of repair or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor’s defective Work.
D. Contractor shall not be allowed an extension of the Contract Time because of any delay in the performance of the Work attributable to the exercise by City of City’s rights and remedies
under this Paragraph 13.08.
ARTICLE 14 – PAYMENTS TO CONTRACTOR; COMPLETION; CORRECTION PERIOD
14.01 Progress Payments
A. Basis for Progress Payments: The Schedule of Values established as provided in Paragraph
2.03 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to City. Progress payments for Unit Price Work will be based on the number of units completed during the pay period, as determined under the
provisions of Paragraph 12.03. Progress payments for cost-based Work will be based on Cost of the Work completed by Contractor during the pay period.
B. Applications for Payments
1. Contractor is responsible for providing all information as required to become a vendor of the City.
2. At least 20 days before the date established in the General Requirements for each progress payment (but not more often than once a month), Contractor shall submit to City for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
380
00 72 00 GENERAL CONDITIONS Page 54 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
3. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment must also be accompanied by: (a) bill of sale,
invoice, or purchase order payments, copies of cancelled checks or other documentation establishing full payment by Contractor for the materials and equipment; (b) at City’s request, documentation warranting that City has received the materials and equipment
free and clear of all Liens; and (c) evidence that the materials and equipment are covered by appropriate property insurance, or other arrangements to protect City’s interest therein, all of which must be satisfactory to City.
4. Beginning with the second Application for Payment, each Application must include an affidavit of Contractor stating that all previous progress payments received on account of the Work by Contractor have been applied to discharge Contractor’s legitimate obligations associated with prior Applications for Payment.
5. The amount of retainage with respect to progress payments will be as stipulated in the Contract Documents.
C. Review of Applications
1. City will, after receipt of each Application for Payment, either indicate in writing it will proceed to process the Application for Payment or return the Application to Contractor indicating reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application.
2. City’s processing of any payment requested in an Application for Payment will be based on City’s observations of the executed Work, and on City’s review of the Application for Payment and the accompanying data and schedules, that based City’s actual knowledge:
a. the Work has progressed to the point indicated; and
b. the quality and/or quantity of the Work is generally in accordance with the Contract Documents (subject to any subsequent evaluations of the Work, an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, the results of any
subsequent tests or inspections called for in the Contract Documents, a final determination of quantities and classifications for Unit Price Work under Paragraphs 10.05 and 12.03, and any other qualifications stated).
3. Processing any such payment will not thereby be deemed to have represented that:
a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work; or
b. there are no other matters or issues between the parties that might entitle Contractor
to be paid additionally by City or entitle City to withhold payment to Contractor; or
c. Contractor hashas complied with Laws and Regulations applicable to Contractor’s performance of the Work.
4. City may refuse to process or pay the whole or any part of any payment because of
subsequently discovered evidence or the results of subsequent inspections or tests, and
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
381
00 72 00 GENERAL CONDITIONS Page 55 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
may revise or revoke any such payment previously made, to such extent as may be necessary to protect City from loss because:
a. the Work is defective, or the completed Work has been damaged by the Contractor
or his subcontractors, requiring correction or replacement;
b. there are discrepancies in quantities contained in previous applications for payment;
c. the Contract Price has been reduced by Change Orders;
d. City has been required to correct defective Work in accordance with Paragraph 1313.08, or has accepted defective Work pursuant to Paragraph 13.05;
e. City has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; or
f. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A that would constitute a default by Contractor and therefore justify
termination for cause under the Contract Documents.
D. Retainage:
1. For all contracts, retainage shall be five percent (5%).
E. Liquidated Damages: For each calendar day that any work shall remain uncompleted after the
time specified in the Contract Documents, the sum per day specified in the Agreement will be paid by the Contractor to the City, not as a penalty, but as liquidated damages suffered by the City. If feasible, the parties may agree to have the liquidated damages deducted from any
amounts owned to Contractor by City instead of being paid directly to City by Contractor.
F. Payment: Contractor will be paid pursuant to the requirements of this Article 14 and payment will become due in accordance with the Contract Documents.
G. Reduction in Payment
1. City may refuse to make payment of the of the amount requested because:
a. Claims have been made against City based on Contractor’s performance or furnishing of the Work, or City has incurred costs, losses, or damages resulting from Contractor’s performance or furnishing of the Work, including but not limited to
claims, costs, losses, or damages from workplace injuries, adjacent property damage, non-compliance with Laws and Regulations, or patent infringement;
b. Contractor has failed to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site;
c. Contractor has failed to provide and maintain required bonds or insurance;
d. City has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible;
e. City has incurred extra charges or engineering costs related to submittal reviews,
evaluations of proposed substitutes, tests and inspections, or return visits to manufacturing or assembly facilities;
f. The Work is defective, requiring correction or replacement;
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
382
00 72 00 GENERAL CONDITIONS Page 56 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
g. City has been required to correct defective Work in accordance with Paragraph 13.08, or has accepted defective Work pursuant to Paragraph 13.05;
h. The Contract Price has been reduced by Change Orders;
i. An event has occurred that would constitute a default by Contractor and therefore justify a termination for cause;
j. Liquidated or other damages have accrued as a result of Contractor’s failure to achieve Milestones or Final Acceptance of the Work;
k. Liens have been filed in connection with the Work, except where Contractor has
delivered a specific bond satisfactory to City to secure the satisfaction and discharge of such Liens;
l. Other items entitle City to a set-off against the payment amount requested; or
m. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.
2. If City refuses to make payment of the amount requested, City will give Contractor written notice stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so withheld. City shall pay Contractor the amount so withheld, or any adjustment thereto agreed to by City and Contractor, within a reasonable time after Contractor remedies the reasons for such action to the satisfaction of City and City has confirmed such action.
14.02 Contractor’s Warranty of Title
A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to City no later than the time of payment free and clear of all Liens.
14.03 Partial Utilization
A. Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which City determines constitutes a separately functioning and usable part of the Work that can be used by City for its intended purpose without significant interference with Contractor’s performance of the remainder of the Work. City at any time may notify Contractor in writing to of any such part of the Work which City determines to be ready for its intended use. In addition, City may request in writing that Contractor permit City to use or occupy any such part of the Work that City believes to be substantially complete, subject to the following conditions:
1. At any time, Contractor may notify City that Contractor considers any such part of the Work ready for its intended use.
2. Within a reasonable time after notification as enumerated in Paragraph 14.03, City and Contractor shall make an inspection of that part of the Work to determine its status of completion. If City does not consider that part of the Work to be substantially complete, City will notify Contractor in writing giving the reasons therefor.
3. Partial Utilization by City will not constitute Final Acceptance by City.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
383
00 72 00 GENERAL CONDITIONS Page 57 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
14.04 Final Inspection
A. Upon written notice from Contractor that the entire Work is complete in accordance with the Contract Documents:
1. City will promptly schedule a Final Inspection with Contractor.
2. City will notify Contractor in writing of all particulars in which this inspection reveals
that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies.
B. City reserves the right to deny request for Final Inspection if City determines that the entire
Work is not sufficiently complete to warrant a Final Inspection.
14.05 Final Acceptance
A. Upon completion by Contractor to City’s satisfaction, of any and all Work in accordance with the Contract Documents, including any corrections or additional Work identified in the Final Inspection and delivery of all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurances, certificates of inspection, annotated record documents and other required documents in accordance with the Contract Documents, City will issue to Contractor a letter of Final Acceptance.
14.06 Final Payment
A. Application for Payment
1. Upon receipt of a letter of Final Acceptance from City, Contractor may make application for Final Payment following the procedures for requesting payments in accordance with
the Contract Documents.
2. The final Application for Payment must be accompanied (except as previously delivered) by:
a. all documentation called for in the Contract Documents, including but not limited to
the evidence of insurance required by Paragraph 6.03;
b. consent of the surety, if any, to final payment;
c. satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to City free and clear of any Liens or
other title defects or will so pass upon final payment.
d. a list of all Contract Claims or Damage Claims against City that Contractor believes are unsettled; and
e. affidavits of payments and complete and legally effective releases or waivers
(satisfactory to City) of all Lien rights arising out of the Work, and of Liens filed in connection with the Work.
B. Payment Becomes Due: The final payment requested by Contractor, less previous payments
made and less any sum to which City is entitled, including but not limited to liquidated damages, will become due and payable:
1. After City’s acceptance of the Application for Payment and accompanying documentation; and
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
384
00 72 00 GENERAL CONDITIONS Page 58 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
2. After all Damage Claims have been resolved:
a. directly by the Contractor; or
b. Contractor provides evidence that the Damage Claim has been reported to Contractor’s insurance provider for resolution.
The making of the final payment by the City shall not relieve the Contractor of any guarantees or other requirements of the Contract that continue thereafter.
14.07 Final Completion Delayed and Partial Retainage Release
A. If final completion of the Work is significantly delayed, and if City so confirms, City may,
upon receipt of Contractor’s final Application for Payment, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by City for Work not fully completed or corrected
is less than the retainage stipulated in Paragraph 14.01.D, and if bonds have been furnished as required in Paragraph 6.02, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to
City with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Contract Claims.
B. Partial Retainage Release. If the Contract provides for separate establishment and maintenance periods and/or test and performance periods following the completion of all other construction in the Contract Documents for all Work locations, the City may release a portion of the amount retained provided that all other work is completed as determined by the City. Before the release, all submittals and final quantities must be completed and accepted for all other work. An amount sufficient to ensure Contract compliance will be retained.
14.08 Waiver of Claims
A. The acceptance of final payment will constitute a waiver and release by Contractor of all claims, rights, causes of action, or liabilities, including Contract Claims, against City arising out of, related to or under the Contract or for any act, omission or neglect of City.
14.09 Correction Period
A. If within two (2) years after the date of Final Acceptance (or such longer period of time as may be prescribed by the Contract Documents) any Work has been found to be defective, or Contractor’s repair of any damages to the Site, adjacent areas, or areas made available for Contractor’s use by City has been found to be defective, then after receipt of City’s written notice of defect, Contractor shall promptly, without cost to City and in accordance with City’s written instructions:
1. correct the defective repairs to the Site or such adjacent areas, or areas made available for
Contractor’s use by City;
2. correct such defective Work;
3. remove the defective Work from the Project and replace it with Work that is not defective, if the defective Work has been rejected by City, and
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
385
00 72 00 GENERAL CONDITIONS Page 59 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others, or to other land or areas resulting from the corrective measures.
B. If Contractor does not promptly comply with the terms of City’s written instructions, or in an emergency where delay would cause serious risk of loss or damage, City may have the
defective Work corrected or repaired or may have the rejected Work removed and replaced. Contractor shall pay all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of
work of others).
C. In special circumstances where a particular item of equipment is placed in continuous service before Final Acceptance of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications.
D. Where defective Work (and damage to other Work resulting therefrom) has been corrected, repaired or removed and replaced under this Paragraph 14.09, the correction period hereunder with respect to such Work may be extended for an additional period of one year after the end of the initial correction period.
E. Contractor’s obligations under this paragraph are in addition to all other obligations and warranties. The provisions of this Paragraph 14.09 are not to be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose.
ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION
15.01 City May Suspend Work
A. At any time and without cause, City may suspend the Work or any portion thereof by written notice to Contractor. City may fix the date on which Work will be resumed in such notice, and Contractor shall resume the Work on the date so fixed. During a temporary suspension of the Work covered by these Contract Documents, for any reason, the City will make no extra payment for stand-by time of construction equipment and/or construction crews.
B. Should the Contractor not be able to complete a portion of the Project due to causes beyond the control of and without the fault or negligence of the Contractor, and should it be determined by mutual consent of the Contractor and City that a solution to allow construction to proceed is not available within a reasonable period of time, Contractor may request an extension in
Contract Time, directly attributable to any such suspension.
C. If it should become necessary to suspend the Work for an indefinite period, the Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily nor become damaged in any way; Contractor shall take every precaution to prevent damage or deterioration of the work performed; and Contractor shall provide suitable drainage about the work, and erect temporary structures where necessary.
D. Contractor may be reimbursed for the cost of moving its equipment off the job and returning the necessary equipment to the job when it is determined by the City that construction may be resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
386
00 72 00 GENERAL CONDITIONS Page 60 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
equipment and no profit or overhead will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City.
15.02 City May Terminate for Cause
A. The occurrence of any one or more of the following events by way of example, but not of
limitation, may justify termination for cause:
1. Contractor’s persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or
suitable materials or equipment, or failure to adhere to the Project Schedule established under Paragraph 2.06 as adjusted from time to time pursuant to Paragraph 7.05);
2. Failure of Contractor to perform or otherwise to comply with a material term of the Contract; or
3. Contractor’s disregard of Laws and Regulations of any public body having jurisdiction; or
4. Contractor’s repeated disregard of the authority of City; or
5. Contractor’s failure to promptly make good any defect in materials or workmanship, or defects of any nature, the correction of which has been directed in writing by the City; or
6. Substantial indication that the Contractor has made an unauthorized assignment of the Contract or any funds due therefrom for the benefit of any creditor or for any other purpose; or
7. Substantial indication that the Contractor has become insolvent or bankrupt, or otherwise financially unable to perform the Work satisfactorily; or
8. Contractor commences legal action in a court of competent jurisdiction against the City.
B. If one or more of the events identified in Paragraph 15.02.A occurs, City will provide written notice to Contractor and Surety to arrange a conference with Contractor and Surety to address Contractor’s failure to perform the Work. The conference shall be held not later than 15 days after receipt of notice. by both Contractor and surety.
1. If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed to perform the Contract, the City may, to the extent permitted by Laws and Regulations, declare a Contractor default and formally terminate the Contractor's right to complete the Contract. Contractor default shall not be declared earlier than 20 days after the Contractor and Surety have received notice of the conference to address Contractor's failure to perform the Work.
2. If Contractor's services are terminated, Surety shall be obligated to take over and perform the Work. If Surety does not commence performance thereof within 15 consecutive calendar days after date of an additional written notice demanding Surety’s performance of its obligations, then City, without process or action at law, may take over any portion
of the Work and complete it as described below.
a. If City completes the Work, City may exclude Contractor and Surety from the Site and take possession of the Work, and all materials and equipment stored at the Site
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
387
00 72 00 GENERAL CONDITIONS Page 61 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
or for which City has paid Contractor, but which are stored elsewhere, and the Work as City may deem expedient.
3. Whether City or Surety completes the Work, Contractor shall not be entitled to receive
any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds the cost to complete the Work, including all related claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects,
attorneys, and other professionals) sustained by City, such excess will be paid to Contractor. If the cost to complete the Work including such related claims, costs, losses, and damages exceeds such unpaid balance, Contractor shall pay the difference to City. Such claims, costs, losses, and damages incurred by City will be incorporated in a Change Order, provided that when exercising any rights or remedies under this Paragraph 15.02, City shall not be required to obtain the lowest price for the Work performed.
4. Neither City, nor any of its respective consultants, agents, officers, elected or appointed officials, directors or employees shall be in any way liable or accountable to Contractor or Surety for the method by which the completion of the said Work, or any portion thereof, may be accomplished or for the price paid therefor.
5. City, notwithstanding the method used in completing the Contract, shall not forfeit the right to recover damages from Contractor or Surety for Contractor's failure to timely complete the entire Contract. Contractor shall not be entitled to any claim, counterclaim or offset on account of the method used by City in completing the Contract.
6. Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities as provided for in the bond requirements of the Contract Documents or any special
guarantees provided for under the Contract Documents or any other obligations otherwise under the Contract or prescribed by law.
C. Notwithstanding Paragraph 15.02.B, Contractor’s services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to
perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice.
D. Where Contractor’s services have been so terminated by City, the termination will not affect
any rights or remedies of City against Contractor then existing or which may thereafter accrue, or any rights or remedies of City against Contractor or Surety. Any retention or payment of money due Contractor by City will not release Contractor from liability.
E. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 6.02, the termination procedures of that bond shall not supersede the provisions of this Article 15.
15.03 City May Terminate for Convenience
A. City may, without cause and without prejudice to any other right or remedy of City, terminate the Contract, in whole or in part. Any termination shall be affected by giving notice of the termination to the Contractor specifying the extent to which performance of Work under the
contract is terminated, and the date upon which such termination becomes effective. Notice shall be deemed validly given if given in accordance with Paragraph 17.01.A.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
388
00 72 00 GENERAL CONDITIONS Page 62 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
B. After a notice of termination, has been given, and except as otherwise directed by the City, the Contractor shall:
1. stop work under the Contract on the date and to the extent specified in the notice of termination;
2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work under the Contract as is not terminated;
3. terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination;
4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City:
a. the fabricated or unfabricated parts, Work in progress, completed Work, supplies
and other material produced as a part of, or acquired in connection with the performance of, the Work terminated by the notice of the termination; and
b. the completed, or partially completed plans, drawings, information and other property which, if the Contract had been completed, would have been required to be furnished to the City.
5. complete performance of such Work as shall not have been terminated by the notice of termination; and
6. take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to the Contract that is in the possession of the Contractor and in which the City has or may acquire the rest.
C. At a time not later than 30 days after the termination date specified in the notice of termination,
the Contractor may submit to the City a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of in accordance with the Contract, exclusive of items the disposition of which has been directed or authorized by City.
D. Not later than 15 days after Contractor’s submission of the certified list to City pursuant to Paragraph 15.03.C, the City shall accept title to such items, subject to verification of the list by the City upon removal of the items or,. If the items are stored, then City shall have 45 days
after submission of the list, to verify the list submitted and accept title to such items. Any necessary adjustments to correct the list as submitted, shall be made prior to final settlement.
E. Not later than 60 days after the notice of termination has been given, the Contractor shall submit hisits termination claim to the City in the form and with the certification prescribed by the City. Unless an extension request is made in writing within such 60-day period by the Contractor, and granted by the City, any and all such claims of Contractor that are not submitted to City within such 60-day period shall be conclusively deemed waived.
F. Should a termination claim be timely submitted to the City, Contractor shall be paid for (without duplication of any items):
1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
389
00 72 00 GENERAL CONDITIONS Page 63 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
and profit on such Work calculated and determined in accordance with the Contract Documents;
2. expenses sustained prior to the effective date of termination in performing services and
furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses calculated and determined in accordance with the Contract
Documents; and
3. reasonable expenses directly attributable to reasonable and necessary wind-down and termination activities, without any overhead or profit.
G. In the event of the failure of the Contractor and City to agree upon the whole amount to be
paid to the Contractor by reason of the termination of the Work, the City shall determine, on the basis of information submitted and available to it, the amount, if any, due to the Contractor by reason of the termination and City shall pay to the Contractor the amounts so determined.
Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of, related to or resulting from such termination.
ARTICLE 16 – RESOLUTION OF DISPUTES
16.01 Methods and Procedures
A. Either City or Contractor may request mediation of any Contract Claim submitted for a decision under Paragraph 11.07 before such decision becomes final and binding. The request for mediation shall be submitted to the other party to the Contract. Timely submission of the request shall stay the effect of Paragraph 11.07.E.
B. City and Contractor shall participate in the mediation process in good faith. The process shall be commenced within 60 calendar days of filing of the request.
C. The parties shall agree on a mediator; however, if they cannot agree within 14 calendar days then the Denton County Alternative Dispute Resolution Program (“DCAP”) shall appoint a mediator. The mediation session shall be held within 45 days of the retention of the mediator, and last for at least one full mediation day, before any party has the option to withdraw from
the process. The parties may agree to continue the mediation process beyond one day, until there is a settlement agreement, or one party, or the mediator, states that there is no reason to continue because of an impasse that cannot be overcome and sends a “notice of termination of
mediation.” All reasonable efforts will be made to complete the mediation within 30 days of the first mediation session. All costs of mediation shall be borne equally by the parties.
D. All communications, both written and oral, during Phases A and B are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however,
documents generated in the ordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process.
E. The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
390
00 72 00 GENERAL CONDITIONS Page 64 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
F. If the Contract Claim is not resolved by mediation, City’s action under Paragraph 11.07.C or a denial pursuant to Paragraphs 11.07.C.3 or 11.07.D shall become final and binding 30 days after termination of the mediation unless, within that time period, City or Contractor:
1. elects in writing to invoke any other dispute resolution process provided for in the
Supplementary Conditions; or
2. agrees with the other party to submit the Contract Claim to another dispute resolution process; or
3. gives written notice to the other party of the intent to submit the Contract Claim to a court of competent jurisdiction as set forth within the Contract Documents.
ARTICLE 17 – MISCELLANEOUS
17.01 Giving Notice
A. Whenever any provision of the Contract requires the giving of written notice, it will be deemed to have been validly given if delivered:
1. in person, by a commercial courier service or otherwise, if to City, to the duly authorized representative of City identified in the Contract Documents or to City’s Project Manager or, if to Contractor, to a member of the firm or to an officer of the corporation for whom it is intended; or
2. by registered or certified mail, postage prepaid, to the recipient’s place of business; or
3. by e-mail to the recipient.
17.02 Computation of Time
A. When any period of time is referred to in the Contract by days, it will be computed to exclude
the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day that is a state or federal holiday observed by the City, the next Business Day shall become the last day of the period.
17.03 Cumulative Remedies
A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are
otherwise imposed or available by Laws and Regulations, in equity, by special warranty or guarantee, or by other provisions of the Contract. The provisions of this Paragraph 17.03 will be as effective as if repeated specifically in the Contract Documents in connection with each
particular duty, obligation, right, and remedy to which they apply.
17.04 Limitation of Damages
A. With respect to any and all claims, disputes subject to final resolution, and other matters at issue, neither City, nor any of its officers, directors, elected or appointed officials, members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project. Further, the Contractor may only claim and the City may only be liable for those damages that are set forth in Subchapter I, Chapter 271 of the Texas
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
391
00 72 00 GENERAL CONDITIONS Page 65 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Local Government Code and the City shall not be liable for any consequential damages, exemplary damages or damages for unabsorbed home office overhead.
17.05 No Waiver
A. A party’s non-enforcement of any provision will not constitute a waiver of that provision, nor
will it affect the enforceability of that provision or of the remainder of this Contract.
B. The City has not waived its sovereign immunity except as expressly set forth in Subchapter I, Chapter 271 of the Texas Local Government Code or as expressly waived by other statute.
17.06 Survival of Obligations
All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion, and Final Acceptance of the Work or
termination of the Contract or of the services of Contractor.
17.07 Assignment of Contract
A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party to this Contract of any rights under or interests in the Contract will be binding on the other party without the
written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except
to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract.
17.08 Successors and Assigns
A. City and Contractor each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.
17.09 Governing Law
A. The Contract shall be construed in accordance with the laws of the State of Texas without regard to conflicts of law principles.
17.10 Headings
A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions.
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
392
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 1 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
SECTION 00 73 01 1
SUPPLEMENTARY CONDITIONS - CSP 2
TO 3
GENERAL CONDITIONS 4
5
Supplementary Conditions 6
7
These Supplementary Conditions modify and supplement Section 00 72 00 - General Conditions, and other 8
provisions of the Contract Documents as indicated below. All provisions of the General Conditions that are 9
modified or supplemented remain in full force and effect as so modified or supplemented. All provisions 10
of the General Conditions which are not so modified or supplemented remain in full force and effect. 11
12
Defined Terms 13
14
The terms used in these Supplementary Conditions which are defined in the General Conditions have the 15
meaning assigned to them in the General Conditions, unless specifically noted herein. 16
17
Modifications and Supplements 18
19
The following are instructions that modify or supplement specific paragraphs in the General Conditions and 20
other Contract Documents. 21
22
SC-1.01 “Defined Terms” 23
24
The following Terms listed in the General Conditions are modified as follows: 25
26
Bid – See Proposal. 27
28
Bidder – See Offeror. 29
30
Bidding Documents – See Proposal Documents. 31
32
Bidding Requirements – See Proposal Requirements. 33
34
The following Terms are added to the General Conditions as follows: 35
36
Competitive Sealed Proposals – A procurement method by which a governmental entity requests 37
proposals, evaluates and ranks the Offerors, and negotiates a contract with a general contractor for 38
the construction, rehabilitation, alteration, or repair of a facility. 39
40
Daily Value – The City-determined value in dollars as indicated in the Proposal Form as the value 41
of one Day for the purposes of determining the Incentive (if applicable) for Substantial 42
Completion relative to the Contract Time and achievement of Substantial Completion. 43
44
45
Offeror – The individual or entity that submits a Proposal directly to City. 46
47
Proposal – The offer or proposal of an Offeror submitted in accordance with the requirements set 48
forth in the Instructions to Offerors. 49
50
Proposal Documents – The Proposal Requirements and the Proposed Contract Documents. 51
52
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
393
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 2 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
Proposal Requirements – The Advertisement or Invitation to Offerors, Instructions to Offerors, 1
Offeror’s Bond or other Proposal security, if any, the Proposal Form, and the Proposal with any 2
attachments. 3
4
Substantial Completion – The completion of the Work necessary for the project to function as it 5
was intended pursuant to the Contract Documents and as specified below, to the reasonable 6
satisfaction of the City. The date of Substantial Completion shall be memorialized by written 7
notice given by the City to the Contractor. 8
9
SC-3.03 B.2, “Resolving Discrepancies” 10
11
Plans govern over Specifications and Specifications shall govern over City standard details. 12
13
SC-5.01A 14
15
Easement limits shown on the Drawing are approximate and were provided to establish a basis for 16
proposals. Upon receiving the final easements descriptions, Contractor shall compare them to the lines 17
shown on the Contract Drawings. 18
19
SC-5.01A.1., “Availability of Lands” 20
21
The following is a list of known outstanding right-of-way, and/or easements to be acquired, if any as of 22
December 22, 2020. 23
Outstanding Right-Of-Way, and/or Easements to Be Acquired 24
PARCEL
NUMBER
OWNER TARGET DATE
OF POSSESSION
None
The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, and 25
do not bind the City. 26
27
If Contractor considers the final easements provided to differ materially from the representations on the 28
Contract Drawings, Contractor shall within five (5) Business Days and before proceeding with the Work, 29
notify City in writing associated with the differing easement line locations. 30
31
SC-5.01A.2, “Availability of Lands” 32
33
Utilities or obstructions to be removed, adjusted, and/or relocated 34
35
The following is list of utilities and/or obstructions that have not been removed, adjusted, and/or relocated 36
as of December 22, 2020. 37
38
EXPECTED
OWNER
UTILITY AND LOCATION TARGET DATE OF
ADJUSTMENT
None
The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, 39
and do not bind the City. 40
41
SC-5.03A., “Subsurface and Physical Conditions” 42
43
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
394
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 3 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
The following are reports of explorations and tests of subsurface conditions at the site of the Work: 1
2
It is anticipated that a Pavement Coring Report will be issued via addendum during the advertisement 3
period. 4
5
The following are drawings of physical conditions in or relating to existing surface and subsurface 6
structures (except Underground Facilities) which are at or contiguous to the site of the Work: 7
None 8
9
SC-5.05 A., “Underground Facilities 10
11
The following are additional resources for identification of Underground Facilities which are at or 12
contiguous to the site of the Work, and which are not necessarily shown in the Drawings: 13
None 14
15
SC-5.06A., “Hazardous Environmental Conditions at Site” 16
17
The following are reports and drawings of existing hazardous environmental conditions known to the City: 18
None 19
20
SC-6.02, “Performance, Payment, and Maintenance Bonds” 21
22
The “Contract Price” for Performance, Payment, and Maintenance Bonds will be the same as 23
indicated in Article 3 as listed in the Agreement. 24
25
SC-6.03A., “Certificates of Insurance” 26
27
The entities listed below are "additional insureds as their interest may appear" including their respective 28
officers, directors, agents and employees. 29
30
(1) City 31
(2) Consultant: Freese and Nichols, Inc. 32
(3) Other: None 33
34
SC-6.04A., “Contractor’s Insurance” 35
36
The limits of liability for the insurance required by Paragraph GC-6.04 shall provide the following 37
coverages for not less than the following amounts or greater where required by laws and regulations: 38
39
6.04A. Workers' Compensation, under Paragraph GC-6.04A. 40
41
Statutory limits 42
Employer's liability 43
$100,000 each accident/occurrence 44
$100,000 Disease - each employee 45
$500,000 Disease - policy limit 46
47
SC-6.04B., “Contractor’s Insurance” 48
49
6.04B. Commercial General Liability, under Paragraph GC-6.04B. Contractor's Liability Insurance 50
under Paragraph GC-6.04B., which shall be on a per project basis covering the Contractor with 51
minimum limits of: 52
53
$1,000,000 each occurrence 54
$2,000,000 aggregate limit 55
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
395
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 4 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
1
The policy must have an endorsement (Amendment – Aggregate Limits of Insurance) making the 2
General Aggregate Limits apply separately to each job site. 3
4
The Commercial General Liability Insurance policies shall provide “X”, “C”, and “U” coverage’s. 5
Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. 6
7
SC 6.04C., “Contractor’s Insurance” 8
6.04C. Automobile Liability, under Paragraph GC-6.04C. Contractor’s Liability Insurance under 9
Paragraph GC-6.04C., which shall be in an amount not less than the following amounts: 10
11
(1) Automobile Liability - a commercial business policy shall provide coverage on "Any Auto", 12
defined as autos owned, hired and non-owned. 13
14
$1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at 15
least: 16
17
$250,000 Bodily Injury per person / 18
$500,000 Bodily Injury per accident / 19
$100,000 Property Damage 20
21
SC-6.04D., “Contractor’s Insurance” 22
23
The Contractor’s construction activities will require its employees, agents, subcontractors, equipment, and 24
material deliveries to cross railroad properties and tracks, or perform work within 25 feet of the center line 25
of tracks. None 26
27
The Contractor shall conduct its operations on railroad properties in such a manner as not to interfere with, 28
hinder, or obstruct the railroad company in any manner whatsoever in the use or operation of its/their trains 29
or other property. Such operations on railroad properties may require that Contractor to execute a “Right of 30
Entry Agreement” with the particular railroad company or companies involved, and to this end the 31
Contractor should satisfy itself as to the requirements of each railroad company and be prepared to execute 32
the right-of-entry (if any) required by a railroad company. The requirements specified herein likewise relate 33
to the Contractor’s use of private and/or construction access roads crossing said railroad company’s 34
properties. 35
36
The Contractual Liability coverage required by Paragraph 5.04D of the General Conditions shall provide 37
coverage for not less than the following amounts, issued by companies satisfactory to the City and to the 38
Railroad Company for a term that continues for so long as the Contractor’s operations and work cross, 39
occupy, or touch railroad property: 40
41
(1) General Aggregate: $ 42
43
(2) Each Occurrence: $ 44
45
Required for this Contract X Not required for this Contract 46
47
48
With respect to the above outlined insurance requirements, the following shall govern: 49
50
1. Where a single railroad company is involved, the Contractor shall provide one insurance policy in 51
the name of the railroad company. However, if more than one grade separation or at-grade crossing 52
is affected by the Project at entirely separate locations on the line or lines of the same railroad 53
company, separate coverage may be required, each in the amount stated above. 54
55
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
396
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 5 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
2. Where more than one railroad company is operating on the same right-of-way or where several 1
railroad companies are involved and operated on their own separate rights-of-way, the Contractor 2
may be required to provide separate insurance policies in the name of each railroad company. 3
4
3. If, in addition to a grade separation or an at-grade crossing, other work or activity is proposed on a 5
railroad company’s right-of-way at a location entirely separate from the grade separation or at-grade 6
crossing, insurance coverage for this work must be included in the policy covering the grade 7
separation. 8
9
4. If no grade separation is involved but other work is proposed on a railroad company’s right-of-way, 10
all such other work may be covered in a single policy for that railroad, even though the work may 11
be at two or more separate locations. 12
13
No work or activities on a railroad company’s property to be performed by the Contractor shall be 14
commenced until the Contractor has furnished the City with an original policy or policies of the insurance 15
for each railroad company named, as required above. All such insurance must be approved by the City and 16
each affected Railroad Company prior to the Contractor’s beginning work. 17
18
The insurance specified above must be carried until all Work to be performed on the railroad right-of-way 19
has been completed and the grade crossing, if any, is no longer used by the Contractor. In addition, 20
insurance must be carried during all maintenance and/or repair work performed in the railroad right-of-way. 21
Such insurance must name the railroad company as the insured, together with any tenant or lessee of the 22
railroad company operating over tracks involved in the Project. 23
24
SC-7.08C., “Concerning Subcontractors and Suppliers” 25
26
The following subcontractors shall be required to be utilized by the Contractor for specific portions of the 27
Work as indicated below: 28
29
Required Subcontractors 30
SUBCONTRACTOR COMPANY NAME DESCRIPTION OF WORK TO BE PERFORMED
None
31
SC-7.11., “Permits and Utilities” 32
33
SC-7.11A., “Contractor obtained permits and licenses” 34
The following are known permits and/or licenses required by the Contract to be acquired by the Contractor: 35
None. 36
37
SC-7.11B. “City obtained permits and licenses” 38
The following are known permits and/or licenses required by the Contract to be acquired by the City: None. 39
40
41
SC-7.11C. “Outstanding permits and licenses” 42
43
The following is a list of known outstanding permits and/or licenses to be acquired, if any as of December 44
22, 2020 45
46
Outstanding Permits and/or Licenses to Be Acquired 47
OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE
OF POSSESSION
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
397
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 6 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE
OF POSSESSION
None
1
SC-8.02., “Coordination” 2
3
The individuals or entities listed below have contracts with the City for the performance of other work at 4
the Site: 5
6
Vendor Scope of Work Coordination Authority
None
7
SC-9.01, “Communications to Contractor” 8
9
Contractor shall coordinate “2-Week Look Ahead” meetings with the city and communicate anticipated 3rd 10
Party coordination, materials procurement, and construction activity for the upcoming 14-day period. 11
12
SC-10.01B., “City’s Project Manager” 13
14
The City’s Project Manager for this Contract is Trevor Crain, or his/her successor pursuant to written 15
notification from the City Engineer. 16
17
SC-13.02B., “Tests and Inspections” 18
19
None 20
21
22
SC-14.01G, “Reduction in Payment” 23
24
Add Paragraph 14.01G.3: 25
26
3. City may reduce payments to the Contractor, if the number of Days that have passed after the date 27
listed on the Notice to Proceed exceeds the Contract Time for Substantial Completion. 28
29
SC-16.01C.1, “Methods and Procedures” 30
31
None 32
33
END OF SECTION
Revision Log
DATE NAME SUMMARY OF CHANGE
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
398
00 73 74
FORM 1295 - CERTIFICATE OF INTERESTED PARTIES - CSP
Page 1 of 1
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
SECTION 00 73 74 1
FORM 1295 - CERTIFICATE OF INTERESTED PARTIES - CSP 2
3
4
5
[Contractor: Replace this page with Form 1295 for this Contract, which can be obtained at 6
www.ethics.state.tx.us] 7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
END OF SECTION 24
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
399
Exhibit
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
DocuSign Envelope ID: 99865BAD-B4E3-4CA5-9144-C51C6CD6DCF6
CIQ
SEMA Construction, Inc.
X
4/3/2021
400
Certificate Of Completion
Envelope Id: 99865BADB4E34CA59144C51C6CD6DCF6 Status: Sent
Subject: Please DocuSign: City Council Contract 7600 - Residential Street Reconstruction
Source Envelope:
Document Pages: 100 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
3/29/2021 2:40:29 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 3/29/2021 6:03:12 PM
Viewed: 3/29/2021 6:03:22 PM
Signed: 3/29/2021 6:12:10 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: 3/29/2021 6:12:12 PM
Viewed: 3/29/2021 8:04:16 PM
Signed: 3/29/2021 8:05:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.185.202.16
Sent: 3/29/2021 8:05:34 PM
Viewed: 3/30/2021 9:52:10 AM
Signed: 3/30/2021 9:53:59 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Steven C. Mills
smills@sema.inc
Corporate V.P., Contracts
SEMA Construction, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 75.112.6.82
Sent: 3/31/2021 2:09:06 PM
Viewed: 4/3/2021 3:50:36 PM
Signed: 4/3/2021 4:24:34 PM
Electronic Record and Signature Disclosure:
Accepted: 4/2/2021 11:29:37 AM
ID: 39b0f6b0-a83d-48a1-8553-fa8a2f2e07b7
401
Signer Events Signature Timestamp
Rebecca Diviney
Rebecca.Diviney@cityofdenton.com
Director of Capital Projects/City Engineer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.246.132.46
Sent: 4/3/2021 4:24:37 PM
Viewed: 4/4/2021 9:19:49 PM
Signed: 4/4/2021 9:20:17 PM
Electronic Record and Signature Disclosure:
Accepted: 4/4/2021 9:19:49 PM
ID: 785c0756-c046-44af-bf34-fc8935ebafbc
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/4/2021 9:20:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/1/2021 4:33:19 PM
ID: 76b478f1-b111-4b6f-afd4-d9fd5e12b041
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/29/2021 6:12:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
T. Brett Ames
estimating.tx@semaconstruction.com
Security Level: Email, Account Authentication
(None)
Sent: 3/31/2021 2:09:08 PM
Electronic Record and Signature Disclosure:
402
Carbon Copy Events Status Timestamp
Accepted: 3/31/2021 2:06:54 PM
ID: d5d81104-f110-4017-a28b-e56639cba96f
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/4/2021 9:20:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/4/2021 9:20:21 PM
Viewed: 4/5/2021 9:48:00 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Trevor Crain
Trevor.Crain@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/4/2021 7:37:42 PM
ID: 0ee2eca1-f91f-437e-a27d-8a4c40dc5261
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/29/2021 6:03:12 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
403
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Steven C. Mills, Rebecca Diviney, Rosa Rios, T. Brett Ames, Trevor Crain
404
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
405
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
406
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-751,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 their designee,to execute a contract with SEMA Construction,Inc.,for the construction of
the Lido,Olympia,Fox Hollow,and Timberidge Street Reconstruction Project for the City of Denton;
providing for the expenditure of funds therefor;and providing an effective date (CSP 7601 -awarded to SEMA
Construction, Inc., in the not-to-exceed amount of $1,625,659.61).
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™407
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: April 27, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or their designee, to execute a contract with SEMA Construction, Inc., for
the construction of the Lido, Olympia, Fox Hollow, and Timberidge Street Reconstruction Project for the
City of Denton; providing for the expenditure of funds therefor; and providing an effective date (CSP 7601
– awarded to SEMA Construction, Inc., in the not-to-exceed amount of $1,625,659.61).
INFORMATION/BACKGROUND
The Lido, Olympia, Fox Hollow, and Timberidge Street Reconstruction Project are part of the Street
Reconstruction Program intended to improve the Overall Condition Index of residential streets throughout
Denton. This program is funded by the 2019 Bond Program, which was approved by Denton residents via
referendum on November 5, 2019.
Staff is committed to initiating construction on the Street Reconstruction Program as quickly as possible
and partnered with Freese and Nichols, Inc. to develop a program to implement a neighborhood-based
approach to completing street segments in the 2019 Bond Program. These street segments were selected as
part of the “early start” program because they did not include utility or other, more comprehensive upgrades
being designed as part of the neighborhood approach of the 2019 Bond Program.
The total project cost of $1,625,659.61 for the Lido, Olympia, Fox Hollow, and Timberidge Street
Reconstruction Project consist of $1,548,247.25 total base bid and a $77,412.36 contingency. A five (5)
percent contingency allowance, if any, is for the sole use of the City and will be subject to written
authorization by the City’s Project Manager.
Rather than going with the traditional Invitation for Bid for this construction project, staff opted to issue a
Competitive Sealed Proposal (CSP), to ensure that staff was able to select the firm with the highest quality
specifications and probable performance rather than having to select the firm submitting the lowest price.
The engineer’s estimate for comparison (without contingency) for the proposal was $1,515,000.
Competitive Sealed Proposals were sent to 446 prospective contractors, including 35 Denton firms, for this
project. In addition, specifications were placed on the Materials Management website for prospective
suppliers to download and advertised in the local newspaper. Eight proposals, with five being responsive,
were received, references were checked, and were evaluated based upon published criteria including key
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
408
personnel, quality of work, schedule, safety, and price. A Best and Final Offer (BAFO) was requested from
the top firm. Based upon this evaluation, SEMA Construction, Inc. was ranked the highest and determined
to be the best value for the City.
NIGP Code Used for Solicitation: 913 – (Service Only) - Construction
Services, Heavy (Incl. Maintenance and
Repair Services)
Notifications sent for Solicitation sent in IonWave: 446
Number of Suppliers that viewed Solicitation in IonWave: 26
HUB-Historically Underutilized Business Invitations sent out: 30
SBE-Small Business Enterprise Invitations sent out: 163
Responses from Solicitation: 8
Responses Meeting Specifications: 5
RECOMMENDATION
Award a contract with SEMA Construction, Inc., ., for the construction of the Lido, Olympia, Fox Hollow,
and Timberidge Street Reconstruction Project for the City of Denton, in a not-to-exceed amount of
$1,625,659.61.
PRINCIPAL PLACE OF BUSINESS
SEMA Construction, Inc.
Grapevine, TX
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within 180 calendar days.
FISCAL INFORMATION
This project will be funded from General Obligation Bonds.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Pricing Evaluation
Exhibit 3: Street Segments
Exhibit 4: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7148
Purchasing Manager
For information concerning this acquisition, contact: Trevor Crain at 940-349-7426.
Legal point of contact: Marcella Lunn at 940-349-8333.
409
SEMA Construction, Inc.Eurovia Atlantic Coast LLC
dba Sunmount Paving
Pavecon Public
Works, LP
Reliable Commercial
Construction SPI Asphalt
Grapevine, TX Justin, TX Grand Prairie, TX Arlington, TX Argyle, TX
Line #Description Unit - BAFO Unit Unit Unit Unit
1
2 Base Bid Amount $1,548,247.25 $1,491,884.25 $1,495,076.05 $1,381,381.00 $1,367,432.35
$77,412.36
$1,625,659.61
Item #Description SEMA Construction, Inc.Eurovia Atlantic Coast LLC
dba Sunmount Paving
Pavecon Public
Works, LP
Reliable Commercial
Construction SPI Asphalt
1 Offeror’s Key Personnel - 10%9 6 4 2 1
2 Quality, Reputation, and Ability to Complete Similar Projects on Schedule and Within Budget - 35%26 21 19 14 11
3 Detailed Schedule and Written Plan - 10% 10 7 6 4 2
4 Offeror’s Safety Record - 5%3 3 3 1 1
5 Price, Total Cost of Ownership - 40%35.33 36.66 36.58 39.60 40
83 73 68 60 55
Evaluation
Total Score:
5% Contingency:
Contract Total:
Exhibit 2
CSP 7601 - Pricing Evaluation for Street Reconstruction Bond Residential Streets Phase 2
Respondent's Business Name:
Principal Place of Business (City and State):
TOTAL PROPOSAL AMOUNT
410
Street Segments
Street Name Type To From Subdivision Package
Balboa Ct Lido Way North Cooper Landing 7601
Lido Way Balboa Ct East Cooper Landing 7601
Lido Way Bell Ave N Balboa Ct Cooper Landing 7601
Olympia Dr Wolftrap Dr Windsor E Village, The Subdivision 7601
Fox Hollow St Kenwood Timberidge Woodlands Of Township II 7601
Timberidge St Wilderness Deer Tr Woodlands Of Township II 7601
Timberidge St Deer Tr Fox Hollow Woodlands Of Township II 7601
411
ORDINANCE NO. _________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
EXECUTE A CONTRACT WITH SEMA CONSTRUCTION, INC., FOR THE CONSTRUCTION
OF THE LIDO, OLYMPIA, FOX HOLLOW, AND TIMBERIDGE STREET RECONSTRUCTION
PROJECT FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (CSP 7601 – AWARDED TO SEMA
CONSTRUCTION, INC., IN THE NOT-TO-EXCEED AMOUNT OF $1,625,659.61).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
Street Reconstruction Bond Residential Streets Phase 2; and
WHEREAS, the City Manager, or a designated employee, has received, 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 completive sealed
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 competitive sealed proposal for materials,
equipment, supplies, or services shown in the “Competitive Sealed 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
competitive sealed proposal.
RFP
NUMBER CONTRACTOR AMOUNT
7601 SEMA Construction, Inc. $1,625,659.61
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 wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
412
written contract which shall be attached hereto; 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 of Denton
under this ordinance to the City Manager of the City of Denton, or their 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 vote [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Birdia Johnson, District 1: ______ ______ ______ ______
Connie Baker, 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 ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
413
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
414
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
LOFT Residential Street Reconstruction
Cori Power
7601CSP
Not Applicable
415
00 52 44 AGREEMENT - CSP Page 1 of 7
CITY OF DENTON CSP# 7601 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
SECTION 00 52 44 1
AGREEMENT - CSP 2
THIS AGREEMENT, authorized on _________________is made by and between the City of 3 Denton, a Texas home rule municipal corporation, acting by and through its duly authorized City 4 Manager, (“City”), and SEMA Construction, Inc., authorized to do business in Texas, acting by 5 and through its duly authorized representative, (“Contractor”). 6
City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 7
Article 1. WORK 8
Contractor shall complete all Work as specified or indicated in the Contract Documents for the 9 Project identified herein. 10
Article 2. PROJECT 11
The project for which the Work under the Contract Documents may be the whole or only a part is 12 generally described as follows: 13
LOFT Residential Street Reconstruction (also known as 2019 Street Reconstruction Bond 14
Residential Streets Phase 2) 15
16
Contract No: 7601 17
Article 3. CONTRACT PRICE 18 City agrees to pay Contractor for performance of the Work in accordance with the Contract 19 Documents an amount, in current funds, of One million, five hundred forty-eight thousand, two 20 hundred forty-seven dollars and 25/100 cents ($1,548,247.25). At the sole option of the City, five 21
(5) percent contingency in the amount of Seventy-seven thousand four hundred and twelve 22 Dollars and 36/100 cents ($77,412.36) may be used for a total not-to-exceed amount of One 23 million six hundred twenty-five thousand six hundred and fifty-nine Dollars and 61/100 cents 24
($1,625,659.61). 25
Article 4. CONTRACT TIME 26
4.1 Time is of the essence. 27
All time limits for Milestones, if any, Substantial Completion and Final Acceptance as 28 stated in the Contract Documents are of the essence to this Contract. 29
4.2 Substantial Completion. 30
The Work will be Substantially Complete, as defined in the Supplementary Conditions, 31 within 180 Days after the date when the Contract Time commences to run, which is the 32 day indicated in the Notice to Proceed, plus any extension thereof allowed in accordance 33
with Article 11 of the General Conditions. 34
4.3 Final Acceptance. 35
The Work will be complete for Final Acceptance within 30 Days from Substantial 36 Completion, plus any extension thereof allowed in accordance with Article 11 of the 37 General Conditions. 38
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
416
00 52 44 AGREEMENT - CSP Page 2 of 7
CITY OF DENTON CSP# 7601 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
4.5 Liquidated Damages: 1
A. Contractor recognizes that time is of the essence to achieve Milestones, Substantial 2 Completion, and Final Acceptance of the Work, and City will suffer financial and other 3 losses if the Work is not completed within the times specified in the Contract 4 Documents. The Contractor also recognizes the delays, expense and difficulties 5 involved in proving, in a legal or arbitration proceeding, the actual loss suffered by the 6 City if the Work related to the Milestones, Substantial Completion, or Final Acceptance 7
is not completed on time. Accordingly, instead of requiring any such proof, Contractor 8 agrees that liquidated damages for delay (but not as a penalty): 9
1. Substantial Completion: If the Contractor neglects, refuses, or fails to achieve 10
Substantial Completion, as defined in the Supplementary Conditions, within the 11 time (as duly adjusted pursuant to the Contract) specified in Paragraph 4.2, 12 Contractor shall pay City One Thousand Dollars ($1,000.00) for each day that 13
expires after such time, until Substantial Completion is achieved. 14
2. Final Acceptance: If Contractor neglects, refuse, or fails to complete the Work 15 within the time (as duly adjusted pursuant to the Contract) specified in Paragraph 16
4.3, for completion and readiness for Final Payment, Contractor shall pay City One 17
Thousand Dollars ($1,000.00) for each day that expires after such time, until the 18 date determined by City as stated in the City-issued Letter of Final Acceptance. 19
Article 5. CONTRACT DOCUMENTS 20
5.1 CONTENTS: 21
A. The Contract comprises the entire agreement between City and Contractor concerning the 22 Work and consists of this Agreement and the items set forth below. The Contract 23 Documents consist of all items below other than this Agreement: 24
1. Attachments to this Agreement: 25 a. Proposal Form 26 1) Proposal Form 27
2) Unit Price Proposal Form 28 3) Vendor Compliance to State Law Non-Resident Offeror 29 4) State and Federal documents (project specific) 30
b. Current Prevailing Wage Rate Table 31 c. Worker’s Compensation Affidavit 32 d. General Conditions. 33
e. Supplementary Conditions. 34
2. The following located in File No. 7601 at: 35 https://lfpubweb.cityofdenton.com/MaterialsManagement/Browse.aspx?startid=36 19&row=1&dbid=0: 37 a. Specifications described in the Table of Contents (Section 00 00 00) of the 38 Project’s Contract Documents. 39 b. Drawings. 40 c. Addenda. 41 d. Documentation submitted by Contractor prior to Notice of Award. 42
3. The following which shall be issued after the Effective Date of this Agreement and 43 delivered to the City within ten (10) days of the Effective Date and before beginning 44
Work: 45 a. Payment Bond 46 b. Performance Bond 47
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
417
00 52 44 AGREEMENT - CSP Page 3 of 7
CITY OF DENTON CSP# 7601 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
c. Maintenance Bond 1 d. Power of Attorney for the Bonds 2 e. Form 1295 – Certificate of Interested Parties (email to City’s Materials 3 Management department) 4 f. Insurance Certificate 5
4. Specifications specifically made a part of the Contract Documents by attachment or, 6 if not attached, as incorporated by reference and described in the Table of Contents 7
of the Project’s Contract Documents. 8
5. The following which may be delivered or issued after the Effective Date of the 9 Agreement and, if issued, become an incorporated part of the Contract Documents: 10
a. Notice to Proceed. 11 b. Field Orders. 12 c. Change Orders. 13
d. Letter of Final Acceptance. 14
15
16
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
418
00 52 44 AGREEMENT - CSP Page 4 of 7
CITY OF DENTON CSP# 7601 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
Article 6. INDEMNIFICATION 1
6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 2
EXPENSE, THE CITY, ITS OFFICERS, ELECTED AND APPOINTED OFFICIALS, 3
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS FOR 4
PERSONAL INJURY OR DEATH, ARISING OUT OF, OR ALLEGED TO ARISE 5
OUT OF, RELATED TO OR IN CONNECTION WITH THE WORK AND 6
SERVICES TO BE PERFORMED BY THE CONTRACTOR, ITS OFFICERS, 7
AGENTS, EMPLOYEES, SUBCONTRACTORS, LICENSEES OR INVITEES 8
UNDER THIS CONTRACT. THIS INDEMNIFICATION PROVISION IS 9
SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS 10
ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING 11
SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION 12
OR NEGLIGENCE OF THE CITY. THIS INDEMNITY PROVISION IS INTENDED 13
TO INCLUDE, WITHOUT LIMITATION, INDEMNITY FOR ANY AND ALL 14
COSTS, EXPENSES AND LEGAL FEES INCURRED BY THE CITY IN 15
DEFENDING AGAINST SUCH CLAIMS AND CAUSES OF ACTIONS. 16
17
6.2 CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD 18
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, THE CITY, ITS OFFICERS, 19
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS 20
FOR, LOSS OF, DAMAGE TO, OR DESTRUCTION OF, PROPERTY OF THE CITY 21
OR OF A THIRD PARTY, ARISING OUT OF, OR ALLEGED TO ARISE OUT OF, 22
RELATED TO OR IN CONNECTION WITH THE WORK AND SERVICES TO BE 23
PERFORMED BY THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, 24
SUBCONTRACTORS, LICENSEES OR INVITEES UNDER THIS CONTRACT. 25
THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO 26
OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT 27
ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN 28
WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE 29
CITY. THIS INDEMNITY PROVISION IS INTENDED TO INCLUDE, WITHOUT 30
LIMITATION, INDEMNITY FOR ANY AND ALL COSTS, EXPENSES AND 31
LEGAL FEES INCURRED BY THE CITY IN DEFENDING AGAINST SUCH 32
CLAIMS AND CAUSES OF ACTIONS. 33
34
Article 7. MISCELLANEOUS 35
7.1 Capitalized Terms. 36
Unless otherwise stated herein, capitalized terms used in this Agreement which are defined 37 in Article 1 of the General Conditions will have the meanings indicated in the General 38 Conditions. 39
7.2 Assignment of Contract. 40
This Agreement, including all of the Contract Documents may not be assigned by the 41 Contractor without the advance express written consent of the City. 42
7.3 Successors and Assigns. 43
City and Contractor each binds itself, its partners, successors, assigns and legal 44
representatives to the other party hereto, in respect to all covenants, agreements and 45 obligations contained in the Contract Documents. 46
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
419
00 52 44 AGREEMENT - CSP Page 5 of 7
CITY OF DENTON CSP# 7601 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
7.4 Severability. 1
Any provision or part of the Contract Documents held to be unconstitutional, void or 2 unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 3 remaining provisions shall continue to be valid and binding upon City and Contractor. 4
7.5 Venue and Waiver of Sovereign Immunity. 5
This Agreement, including all of the Contract Documents is performable in the State of 6 Texas. Venue shall be in the state district courts of Denton County, Texas. The City’s 7
sovereign immunity is waived only to the extent set forth and in accordance with the 8 provisions of Subchapter I, Chapter 271 of the Texas Local Government Code or as otherwise 9 specifically waived by law. The City does not waive its sovereign immunity to suit in federal 10
court. 11
7.6 Authority to Sign. 12
Contractor hereby certifies that the person signing the Agreement on its behalf is the duly 13
authorized signatory of the Contractor. 14
15 7.7 Prohibition On Contracts With Companies Boycotting Israel. 16
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 17
Code, the City is prohibited from entering into a contract with a company for goods or 18
services unless the contract contains a written verification from the company that it: (1) 19
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 20
The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms 21
in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 22
certifies that Contractor’s signature provides written verification to the City that 23
Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of 24
the contract. 25
26
7.8 Immigration Nationality Act. 27
Contractor shall verify the identity and employment eligibility of its employees who perform 28 work under this Agreement, including completing the Employment Eligibility Verification 29 Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 30
and supporting eligibility documentation for each employee who performs work under this 31 Agreement. Contractor shall adhere to all Federal and State laws as well as establish 32 appropriate procedures and controls so that no services will be performed by any Contractor 33
employee who is not legally eligible to perform such services. CONTRACTOR SHALL 34
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 35
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 36
CONTRACTOR, CONTRACTOR’S EMPLOYEES, SUBCONTRACTORS, 37
AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 38 to immediately terminate this Agreement for violations of this provision by Contractor. 39
40
7.9 No Third-Party Beneficiaries. 41
This Agreement gives no rights or benefits to anyone other than the City and the Contractor 42 and there are no third-party beneficiaries. 43
44
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
420
00 52 44 AGREEMENT - CSP Page 6 of 7
CITY OF DENTON CSP# 7601 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
7.10 No Cause of Action Against Engineer. 1
Contractor, its subcontractors and equipment and materials suppliers on the Project or their 2 sureties, shall maintain no direct action against the Engineer, its officers, employees, and 3 subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 4 services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 5 The presence or duties of the Engineer's personnel at a construction site, whether as on-site 6 representatives or otherwise, do not make the Engineer or its personnel in any way 7
responsible to Contractor or any other entity for those duties that belong to the City, and do 8 not relieve Contractor or any other entity of its obligations, duties, and responsibilities, 9 including, but not limited to, all construction methods, means, techniques, sequences, and 10
procedures necessary for performing, coordinating and completing all portions of the Work 11 in accordance with the Contract Documents and any health or safety precautions required by 12 such Work. The Engineer and its personnel have no authority to exercise any control over 13
any construction contractor or other entity or their employees in connection with their work 14 or any health or safety precautions. 15
16
SIGNATURE PAGE TO FOLLOW 17 18
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
421
00 52 44 AGREEMENT - CSP Page 7 of 7
CITY OF DENTON CSP# 7601 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised December 22, 2020
IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 1 as of the date subscribed by the City’s City Manager or his designee (“Effective Date”). 2
3 4
5 6 7 8 9 10
11 12 13 14 15 16
17 18 19 20 21 22
23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 ATTEST: 39 ROSA RIOS, CITY SECRETARY 40 41 42 _______________________________________ 43 44 45 APPROVED AS TO LEGAL FORM: 46 AARON LEAL, CITY ATTORNEY 47 48 49 _______________________________________ 50
CITY OF DENTON
BY: ___________________________________ TITLE: ________________________________
DATE:_________________________________ CONTRACTOR SEMA CONSTRUCTION, INC.
BY: ___________________________________ AUTHORIZED AGENT
_______________________________________ NAME _______________________________________ TITLE _______________________________________ PHONE NUMBER _______________________________________ EMAIL ADDRESS
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: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
Steven C. Mills
smills@sema.inc
Corporate V.P., Contracts
(Office)407-563-7900 / (cell)303-681-1072
Rebecca Diviney
Director of Capital Projects/City Engineer
Capital Projects Engineering
422
00 41 01
PROPOSAL FORM - CSP
Page 1 of 3
CITY OF DENTON CSP# 7601
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
SECTION 00 41 01 1
PROPOSAL FORM - CSP 2
TO: Cori Power 3
c/o: Purchasing Division 4
901-B Texas Street 5
Denton, Texas 76209 6
7
FOR: 2019 Street Reconstruction Bond Residential Streets Phase 2 8
9
1 Enter Into Agreement 10
11
The undersigned Offeror proposes and agrees, if this Proposal is accepted, to enter into an 12
Agreement with City in the form included in the Proposal Documents to perform and furnish all 13
Work as specified or indicated in the Contract Documents for the Unit Price Proposal and within 14
the Contract Time indicated in this Proposal and in accordance with the other terms and 15
conditions of the Contract Documents. 16
17
2 OFFEROR Acknowledgements and Certification 18
19
2.1 In submitting this Proposal, Offeror accepts all of the terms and conditions of the 20
INVITATION TO OFFORERS and INSTRUCTIONS TO OFFORERS, including without 21
limitation those dealing with the disposition of Offeror’s Bond. 22
2.2 Offeror is aware of all costs to provide the required insurance, will do so pending contract 23
award, and will provide a valid insurance certificate meeting all requirements within 14 24
days of notification of award. 25
2.3 Offeror certifies that this Proposal is genuine and not made in the interest of or on behalf of 26
any undisclosed individual or entity and is not submitted in conformity with any collusive 27
agreement or rules of any group, association, organization, or corporation. 28
2.4 Offeror has not directly or indirectly induced or solicited any other Offeror to submit a 29
false or sham Proposal. 30
2.5 Offeror has not solicited or induced any individual or entity to refrain from proposing. 31
2.6 Offeror has not engaged in corrupt, fraudulent, collusive, or coercive practices in 32
competing for the Contract. For the purposes of this Paragraph: 33
a. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing 34
of value likely to influence the action of a public official in the proposal process. 35
36
b. "fraudulent practice" means an intentional misrepresentation of facts made (a) to 37
influence the proposal process to the detriment of City (b) to establish proposal 38
prices at artificial non-competitive levels, or (c) to deprive City of the benefits of 39
free and open competition. 40
41
c. "collusive practice" means a scheme or arrangement between two or more 42
Offerors, with or without the knowledge of City, a purpose of which is to 43
establish proposal prices at artificial, non-competitive levels. 44
45
d. "coercive practice" means harming or threatening to harm, directly or indirectly, 46
persons or their property to influence their participation in the proposal process 47
or affect the execution of the Contract. 48
49
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
423
00 41 01
PROPOSAL FORM - CSP
Page 2 of 3
CITY OF DENTON CSP# 7601
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
2.7 The Offeror acknowledges and agrees to comply with the requirements of City Ethics 1
Ordinance No. 18-757. 2
3
3 Time of Completion 4
5
3.1 The Work will be Substantially Complete as defined in the Supplementary Conditions 6
within 180 Days after the date when the Contract Time commences to run, which is the day 7
indicated in the Notice to Proceed, plus any extension thereof allowed in accordance with 8
Article 11 of the General Conditions. 9
3.2 The Work will be complete for Final Acceptance within 30 Days after the date when the 10
Contract Time commences to run, which is the day indicated in the Notice to Proceed, plus 11
any extension thereof allowed in accordance with Article 11 of the General Conditions. 12
3.3 Offeror accepts the provisions of the Agreement as to Liquidated Damages in the event of 13
failure to obtain Milestones (if applicable), Substantial Completion, and Final Acceptance 14
within the times specified in the Agreement. 15
16
4 Attached to this Proposal 17
18
4.1 The following documents are attached to and made a part of this Proposal: 19
a. Section 00 35 14 – Conflict of Interest Affidavit – CSP 20
b. Section 00 41 01 – This Proposal Form – CSP 21
c. Section 00 42 44 – Unit Price Proposal Form – CSP – Electronic Excel Copy 22
d. Section 00 43 14 – Required Offeror’s Bond – CSP, issued by a surety meeting the 23
requirements of Paragraph 6.01 of the General Conditions. 24
e. Section 00 43 38 – Proposed Subcontractors Form – CSP 25
f. Section 00 43 39 – Vendor Compliance to State Law Non-Resident Offeror – CSP 26
g. Section 00 45 14 – Safety Record Questionnaire – CSP 27
h. Section 00 45 27 – Contractor’s Compliance with Workers Compensation Law – 28
CSP 29
i. Section 00 45 44 – Corporate Resolution of Authorized Signatories – CSP 30
j. Any additional documents required by Paragraph 12 of Section 00 21 16 – 31
Instructions to Offerors 32
33
5 Total Proposal Amount 34
35
5.1 Offeror will complete the Work in accordance with the Contract Documents for the 36
following proposal amount. In the space provided below, please enter the total proposed 37
amount for this project. This figure will be read publicly by the City at the proposal 38
opening. 39
5.2 It is understood and agreed by the Offeror in signing this proposal that the total proposed 40
amount entered below is subject to verification and/or modification by multiplying the unit 41
prices for each pay item by the respective estimated quantities shown in this proposal and 42
then totaling all of the extended amounts. 43
44
45
Total Proposal Amount: $____________________________ 46
47
6 Proposal Submittal 48
49
1,698,851.75
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
424
00 41 01
PROPOSAL FORM - CSP
Page 3 of 3
CITY OF DENTON CSP# 7601
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
6.1 It is understood by Offeror that submission of the total proposal amount is only one of the 1
factors for the City’s evaluation process, and that any award of contract will be based on 2
the complete evaluation of the Proposal and Offeror by City under the terms provided in 3
the Instructions to Offerors or any validly issued amendments or addenda. 4
5
6.2 This Proposal is submitted on _____________________________, 20___ by the entity 6
named below. 7
8
9
Respectfully submitted, 10
11
By: ______________________________ 12
(Signature) 13
14
_________________________________ 15
(Printed Name) 16
17
Title: _____________________________ 18
19
Company: _________________________ 20
21
Address: __________________________ 22
___________________________ 23
State of Incorporation: _______________ 24
Email: ____________________________ 25
Phone: ____________________________ 26
END OF SECTION 27
February 9 21
T. Brett Ames
Vice President
SEMA Construction, Inc.
2331 Mustang Drive, Ste. 300
Grapevine, TX 76051
Colorado
estimating.tx@semaconstruction.com
(817) 251-5001
Best and Final Offer(BAFO) pricing was
submitted on March 16, 2021
BAFO Proposal Amount: $1,548,247.25
the attached Unit Price proposal is per
the BAFO Pricing.
Approved By: ___________________
Printed Name: T. Brett Ames
SEMA Construction, Inc. acknowledges receipt of Addendum No. 1
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
425
To:From:
PROJ.:
RFP:CSP# 7601
ENG
PMO:
Item
No.
NCTCOG Spec.
No.Description UOM BID QTY Unit Price Extended Price
1 MOBILIZATION (MAX 5% OF CONTRACT)LS 1 77,300.00$ $ 77,300.00
2 801 TEMPORARY TRAFFIC CONTROL PLAN, BARRICADES & SIGNS LS 1 74,000.00$ $ 74,000.00
3 201 EROSION CONTROL PLAN (SWPPP) & IMPLEMENTATION LS 1 25,000.00$ $ 25,000.00
4 203 GENERAL SITE PREPARATION STA 34 5,426.00$ $ 184,484.00
5 PRECONSTRUCTION SURVEY LS 1 50,000.00$ $ 50,000.00
6 TEMPORARY PROJECT SIGNS EA 3 650.00$ $ 1,950.00
7 203 REMOVE ASPHALT PAVEMENT SY 10525 5.00$ $ 52,625.00
8 203 REMOVE CONCRETE PAVEMENT SY 1405 10.00$ $ 14,050.00
9 203 REMOVE CONCRETE SIDEWALK SY 6 40.00$ $ 240.00
10 203 REMOVE CONCRETE CURB & GUTTER LF 3595 3.60$ $ 12,942.00
11 301 12" LIME AND CEMENT SUBGRADE TREATMENT SY 13015 7.00$ $ 91,105.00
12 301.2 LIME (66 LBS/SY)TON 300 150.00$ $ 45,000.00
13 301.3 CEMENT (66 LBS/SY)TON 130 150.00$ $ 19,500.00
14 305 8" CONCRETE PAVEMENT - INTERSECTION APPROACH SY 612 80.00$ $ 48,960.00
15 305 STANDARD CONCRETE CURB & GUTTER LF 3595 27.00$ $ 97,065.00
16 305 SURMOUNTABLE CURB & GUTTER LF 1445 28.00$ $ 40,460.00
17 305 6" CONCRETE PAVEMENT - DRIVEWAY APPROACH SY 1410 85.00$ $ 119,850.00
18 305 4" CONCRETE SIDEWALK SY 6 160.00$ $ 960.00
19 305 BARRIER FREE RAMPS EA 4 2,000.00$ $ 8,000.00
20 302 ASPHALT PAVEMENT SURFACE COURSE (2" HMAC) (TY D)SY 10325 12.00$ $ 123,900.00
21 302 ASPHALT PAVEMENT BASE COURSE (4" HMAC) (TY B)SY 10280 21.00$ $ 215,880.00
22 302 ASPHALT PAVEMENT CURB UNDERLAYMENT COURSE (2" HMAC) (TY B)SY 12620 12.00$ $ 151,440.00
23 ROADSIDE SIGN ASSEMBLY (RELOCATE)EA 6 750.00$ $ 4,500.00
24 MASONRY MAILBOX (REMOVE & REPLACE)EA 9 1,000.00$ $ 9,000.00
25 STANDARD MAILBOX (REMOVE & REPLACE)EA 17 875.00$ $ 14,875.00
26 STANDARD MAILBOX (REMOVE & REINSTALL)EA 59 700.00$ $ 41,300.00
27 202 BLOCK SODDING SY 4545 5.25$ $ 23,861.25
1,548,247.25$
1,548,247.25$
SECTION 00 42 44 - UNIT PRICE PROPOSAL FORM - CSP
Cori Power/Purchasing Dept.
2019 Street Reconstruction Bond Residential Streets Phase 2
City of Denton - Capital Projects
SEMA Construction, Inc.
TOTAL PROPOSAL:
901-B Texas Street
Denton, TX 76209
OFFEROR'S APPLICATION - UNIT PRICE PROPOSAL
2331 Mustang Drive
Suite 300
Grapevine, TX 76051
Mike Moore
TOTAL PROPOSAL:
2019 Street Reconstruction Bond Residential Streets Phase 2
(214) 232-1772
mmoore@semaconstruction.com
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
426
00 43 39
VENDOR COMPLIANCE TO STATE LAW NON-RESIDENT OFFEROR - CSP
Page 1 of 2
CITY OF DENTON CSP# 7601
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
SECTION 00 43 39 1
VENDOR COMPLIANCE TO STATE LAW NON-RESIDENT OFFEROR - CSP 2
3
Texas Government Code Chapter 2252 was adopted for the award of contracts to nonresident 4
offerors. This law provides that, in order to be awarded a best value contract where the offeror 5
also offered the lowest proposal price, nonresident offerors (out-of-state contractors whose 6
corporate offices or principal place of business are outside the State of Texas) propose on 7
projects for construction, improvements, supplies or services in Texas at an amount lower than 8
the lowest Texas resident offeror by the same amount that a Texas resident offeror would be 9
required to underbid a nonresident offeror in order to obtain a comparable contract in the State 10
which the nonresident’s principal place of business is located. 11
The appropriate blanks in Section A must be filled out by all nonresident offerors in order for 12
your proposal to meet specifications. The failure of nonresident offerors to do so will 13
automatically disqualify that offeror. Resident offerors must check the box in Section B. 14
A. Nonresident offerors in the State of ______________________, our principal place of 15
business, are required to be ________________ percent lower than resident offerors by 16
State Law. A copy of the statute is attached. 17
Nonresident offerors in the State of _____________________, our principal place of 18
business, are not required to underbid resident Offerors. 19
B. The principal place of business of our company or our parent company or majority owner is 20
in the State of Texas. 21
22
OFFEROR: 23
24
_____________________________________ By: ___________________________________ 25
Company (Please Print) 26
27
_____________________________________ Signature: ______________________________ 28
Address 29
30
_____________________________________ Title: __________________________________ 31
City/State/Zip (Please Print) 32
33
Colorado
SEMA Construction, Inc.T. Brett Ames
2331 Mustang Drive, Ste. 300
Grapevine, TX 76051 Vice President
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
427
00 43 39
VENDOR COMPLIANCE TO STATE LAW NON-RESIDENT OFFEROR - CSP
Page 2 of 2
CITY OF DENTON CSP# 7601
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
Date: __________________________________ 1
2
END OF SECTION 3
2/9/21
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
428
"General Decision Number: TX20210025 01/01/2021
Superseded General Decision Number: TX20200025
State: Texas
Construction Type: Highway
Counties: Archer, Callahan, Clay, Collin, Dallas, Delta,
Denton, Ellis, Grayson, Hunt, Johnson, Jones, Kaufman, Parker,
Rockwall, Tarrant and Wise Counties in Texas.
HIGHWAY CONSTRUCTION PROJECTS (excluding tunnels, building
structures in rest area projects & railroad construction;
bascule, suspension & spandrel arch bridges designed for
commercial navigation, bridges involving marine construction;
and other major bridges).
Note: Under Executive Order (EO) 13658, an hourly minimum wage
of $10.95 for calendar year 2021 applies to all contracts
subject to the Davis-Bacon Act for which the contract is awarded
(and any solicitation was issued) on or after January 1, 2015.
If this contract is covered by the EO, the contractor must pay
all workers in any classification listed on this wage
determination at least $10.95 per hour (or the applicable
wage rate listed on this wage determination, if it is higher)
for all hours spent performing on the contract in calendar
year 2021. If this contract is covered by the EO and a
classification considered necessary for performance of work on
the contract does not appear on this wage determination, the
contractor must pay workers in that classification at least
the wage rate determined through the conformance process set
forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate,
if it is higher than the conformed wage rate). The EO minimum
wage rate will be adjusted annually. Please note that
this EO applies to the above-mentioned types of contracts
entered into by the federal government that are subject
to the Davis-Bacon Act itself, but it does not apply
to contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(2)-(60). Additional
information on contractor requirements and worker protections
under the EO is available at www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/01/2021
* SUTX2011-007 08/03/2011
Rates Fringes
CONCRETE FINISHER (Paving and
Structures)......................$ 14.12
ELECTRICIAN......................$ 19.80
Page 1 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
429
FORM BUILDER/FORM SETTER
Paving & Curb...............$ 13.16
Structures..................$ 13.84
LABORER
Asphalt Raker...............$ 12.69
Flagger.....................$ 10.06
Laborer, Common.............$ 10.72
Laborer, Utility............$ 12.32
Pipelayer...................$ 13.24
Work Zone Barricade
Servicer....................$ 11.68
POWER EQUIPMENT OPERATOR:
Asphalt Distributor.........$ 15.32
Asphalt Paving Machine......$ 13.99
Broom or Sweeper............$ 11.74
Concrete Pavement
Finishing Machine...........$ 16.05
Concrete Saw................$ 14.48
Crane Operator, Lattice
Boom 80 Tons or Less........$ 17.27
Crane Operator, Lattice
Boom over 80 Tons...........$ 20.52
Crane, Hydraulic 80 Tons
or Less.....................$ 18.12
Crawler Tractor.............$ 14.07
Excavator, 50,000 pounds
or less.....................$ 17.19
Excavator, over 50,000
pounds......................$ 16.99
Foundation Drill , Truck
Mounted.....................$ 21.07
Foundation Drill, Crawler
Mounted.....................$ 17.99
Front End Loader 3 CY or
Less........................$ 13.69
Front End Loader, over 3 CY.$ 14.72
Loader/Backhoe..............$ 15.18
Mechanic....................$ 17.68
Milling Machine.............$ 14.32
Motor Grader, Fine Grade....$ 17.19
Motor Grader, Rough.........$ 16.02
Pavement Marking Machine....$ 13.63
Reclaimer/Pulverizer........$ 11.01
Roller, Asphalt.............$ 13.08
Roller, Other...............$ 11.51
Scraper.....................$ 12.96
Small Slipform Machine......$ 15.96
Spreader Box................$ 14.73
Servicer.........................$ 14.58
Steel Worker (Reinforcing).......$ 16.18
TRUCK DRIVER
Lowboy-Float................$ 16.24
Off Road Hauler.............$ 12.25
Single Axle.................$ 12.31
Single or Tandem Axle Dump
Truck.......................$ 12.62
Tandem Axle Tractor with
Semi Trailer................$ 12.86
Page 2 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
430
Transit-Mix.................$ 14.14
WELDER...........................$ 14.84
----------------------------------------------------------------
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
================================================================
Note: Executive Order (EO) 13706, Establishing Paid Sick Leave
for Federal Contractors applies to all contracts subject to the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for their
own illness, injury or other health-related needs, including
preventive care; to assist a family member (or person who is
like family to the employee) who is ill, injured, or has other
health-related needs, including preventive care; or for reasons
resulting from, or to assist a family member (or person who is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional information
on contractor requirements and worker protections under the EO
is available at www.dol.gov/whd/govcontracts.
Unlisted classifications needed for work not included within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract clauses
(29CFR 5.5 (a) (1) (ii)).
----------------------------------------------------------------
The body of each wage determination lists the classification
and wage rates that have been found to be prevailing for the
cited type(s) of construction in the area covered by the wage
determination. The classifications are listed in alphabetical
order of ""identifiers"" that indicate whether the particular
rate is a union rate (current union negotiated rate for local),
a survey rate (weighted average rate) or a union average rate
(weighted union average rate).
Union Rate Identifiers
A four letter classification abbreviation identifier enclosed
in dotted lines beginning with characters other than ""SU"" or
""UAVG"" denotes that the union classification and rate were
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of
the union which prevailed in the survey for this
classification, which in this example would be Plumbers. 0198
indicates the local union number or district council number
where applicable, i.e., Plumbers Local 0198. The next number,
005 in the example, is an internal number used in processing
the wage determination. 07/01/2014 is the effective date of the
most current negotiated rate, which in this example is July 1,
2014.
Union prevailing wage rates are updated to reflect all rate
changes in the collective bargaining agreement (CBA) governing
Page 3 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
431
this classification and rate.
Survey Rate Identifiers
Classifications listed under the ""SU"" identifier indicate that
no one rate prevailed for this classification in the survey and
the published rate is derived by computing a weighted average
rate based on all the rates reported in the survey for that
classification. As this weighted average rate includes all
rates reported in the survey, it may include both union and
non-union rates. Example: SULA2012-007 5/13/2014. SU indicates
the rates are survey rates based on a weighted average
calculation of rates and are not majority rates. LA indicates
the State of Louisiana. 2012 is the year of survey on which
these classifications and rates are based. The next number, 007
in the example, is an internal number used in producing the
wage determination. 5/13/2014 indicates the survey completion
date for the classifications and rates under that identifier.
Survey wage rates are not updated and remain in effect until a
new survey is conducted.
Union Average Rate Identifiers
Classification(s) listed under the UAVG identifier indicate
that no single majority rate prevailed for those
classifications; however, 100% of the data reported for the
classifications was union data. EXAMPLE: UAVG-OH-0010
08/29/2014. UAVG indicates that the rate is a weighted union
average rate. OH indicates the state. The next number, 0010 in
the example, is an internal number used in producing the wage
determination. 08/29/2014 indicates the survey completion date
for the classifications and rates under that identifier.
A UAVG rate will be updated once a year, usually in January of
each year, to reflect a weighted average of the current
negotiated/CBA rate of the union locals from which the rate is
based.
----------------------------------------------------------------
WAGE DETERMINATION APPEALS PROCESS
1.) Has there been an initial decision in the matter? This can
be:
* an existing published wage determination
* a survey underlying a wage determination
* a Wage and Hour Division letter setting forth a position on
a wage determination matter
* a conformance (additional classification and rate) ruling
On survey related matters, initial contact, including requests
for summaries of surveys, should be with the Wage and Hour
Regional Office for the area in which the survey was conducted
because those Regional Offices have responsibility for the
Davis-Bacon survey program. If the response from this initial
contact is not satisfactory, then the process described in 2.)
and 3.) should be followed.
With regard to any other matter not yet ripe for the formal
process described here, initial contact should be with the
Page 4 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
432
Branch of Construction Wage Determinations. Write to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2.) If the answer to the question in 1.) is yes, then an
interested party (those affected by the action) can request
review and reconsideration from the Wage and Hour Administrator
(See 29 CFR Part 1.8 and 29 CFR Part 7). Write to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of the
interested party's position and by any information (wage
payment data, project description, area practice material,
etc.) that the requestor considers relevant to the issue.
3.) If the decision of the Administrator is not favorable, an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
4.) All decisions by the Administrative Review Board are final.
================================================================
END OF GENERAL DECISION
"
Page 5 of 5
3/23/2021https://beta.sam.gov/wage-determination/TX20210025/0?index=wd&is_active=true&date_...
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
433
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
434
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
435
00 72 00 GENERAL CONDITIONS Page i of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
STANDARD GENERAL CONDITIONS OF THE
CONSTRUCTION CONTRACT
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
436
00 72 00 GENERAL CONDITIONS Page ii of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
STANDARD GENERAL CONDITIONS
OF THE CONSTRUCTION CONTRACT
TABLE OF CONTENTS
Page
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY ........................................................................... 1
1.01 Defined Terms ......................................................................................................................... 1
1.02 Terminology ............................................................................................................................ 6
ARTICLE 2 – PRELIMINARY MATTERS ............................................................................................ 7
2.01 Delivery of Performance and Payment Bonds; Evidence of Insurance ....................................... 7
2.02 Copies of Documents ............................................................................................................... 7
2.03 Before Starting Construction .................................................................................................... 7
2.04 Preconstruction ConferenceMeeting ......................................................................................... 8
2.05 Public Meeting ......................................................................................................................... 8
2.06 Initial Acceptance of Schedules ................................................................................................ 8
2.07 Electronic Submittals and Transmittals ..................................................................................... 8
ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE .............................. 8
3.01 Intent ....................................................................................................................................... 8
3.02 Reference Standards ................................................................................................................. 9
3.03 Reporting and Resolving Discrepancies .................................................................................... 9
3.04 Requirements of the Contract Documents ............................................................................... 10
3.05 Reuse of Documents .............................................................................................................. 10
ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK.............................................. 11
4.01 Commencement of Contract Time; Notice to Proceed ............................................................. 11
4.02 Starting the Work ................................................................................................................... 11
4.03 Delays in Contractor’s Progress.............................................................................................. 11
ARTICLE 5 – SITE; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS .................................................................................................... 12
5.01 Availability of Lands .............................................................................................................. 12
5.02 Use of Site and Other Areas ................................................................................................... 13
5.03 Subsurface and Physical Conditions ....................................................................................... 14
5.04 Differing Subsurface or Physical Conditions .......................................................................... 15
5.05 Underground Facilities ........................................................................................................... 16
5.06 Hazardous Environmental Conditions at Site .......................................................................... 17
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
437
00 72 00 GENERAL CONDITIONS Page iii of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 6 – BONDS AND INSURANCE .......................................................................................... 18
6.01 Licensed Sureties and Insurers................................................................................................ 18
6.02 Performance, Payment, and Maintenance Bonds ..................................................................... 18
6.03 Certificates of Insurance ......................................................................................................... 19
6.04 Contractor’s Insurance ........................................................................................................... 21
6.05 Acceptance of Bonds and Insurance; Option to Replace.......................................................... 22
ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES ....................................................................... 22
7.01 Contractor’s Means and Methods of Construction .................................................................. 22
7.02 Supervision and Superintendence ........................................................................................... 22
7.03 Labor; Working Hours ........................................................................................................... 23
7.04 Services, Materials, and Equipment ........................................................................................ 23
7.05 Project Schedule..................................................................................................................... 24
7.06 “Or Equals”............................................................................................................................ 24
7.07 Substitutions .......................................................................................................................... 25
7.08 Concerning Subcontractors and Suppliers ............................................................................... 27
7.09 Wage Rates ............................................................................................................................ 28
7.10 Patent Fees and Royalties ....................................................................................................... 29
7.11 Permits and Utilities ............................................................................................................... 29
7.12 Taxes ..................................................................................................................................... 30
7.13 Laws and Regulations ............................................................................................................ 30
7.14 Record Documents ................................................................................................................. 31
7.15 Safety and Protection ............................................................................................................. 31
7.16 Hazard Communication Programs .......................................................................................... 32
7.17 Emergencies and/or Rectification ........................................................................................... 32
7.18 Submittals .............................................................................................................................. 33
7.19 Continuing the Work .............................................................................................................. 34
7.20 Contractor’s General Warranty and Guarantee ........................................................................ 34
7.21 Indemnification ...................................................................................................................... 35
7.22 Delegation of Professional Design Services ............................................................................ 36
7.23 Right to Audit ........................................................................................................................ 36
7.24 Nondiscrimination .................................................................................................................. 37
ARTICLE 8 – OTHER WORK AT THE SITE ...................................................................................... 37
8.01 Other Work ............................................................................................................................ 37
8.02 Coordination .......................................................................................................................... 38
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
438
00 72 00 GENERAL CONDITIONS Page iv of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
8.03 Legal Relationships ................................................................................................................ 38
ARTICLE 9 – CITY’S RESPONSIBILITIES ........................................................................................ 39
9.01 Communications to Contractor ............................................................................................... 39
9.02 Furnish Data .......................................................................................................................... 39
9.03 Pay When Due ....................................................................................................................... 39
9.04 Lands and Easements; Reports, Tests, and Drawings .............................................................. 39
9.05 Change Orders ....................................................................................................................... 39
9.06 Inspections, Tests, and Approvals ........................................................................................... 39
9.07 Limitations on City’s Responsibilities .................................................................................... 39
9.08 Undisclosed Hazardous Environmental Condition .................................................................. 39
9.09 Compliance with Safety Program ........................................................................................... 39
ARTICLE 10 – CITY’S OBSERVATION DURING CONSTRUCTION .............................................. 40
10.01 City’s Project Manager or Duly Authorized Representative ................................................ 40
10.02 Visits to Site ....................................................................................................................... 40
10.03 Determinations for Work Performed ................................................................................... 40
10.04 Decisions on Requirements of Contract Documents and Acceptability of Work .................. 40
ARTICLE 11 – CHANGES IN THE WORK; CLAIMS; EXTRA WORK ............................................. 41
11.01 Amending and Supplementing the Contract ........................................................................ 41
11.02 Execution of Change Orders ............................................................................................... 41
11.03 Field Orders ....................................................................................................................... 41
11.04 Authorized Changes in the Work – Extra Work .................................................................. 41
11.05 Unauthorized Changes in the Work .................................................................................... 41
11.06 Dispute of Extra Work........................................................................................................ 42
11.07 Contract Claims Process ..................................................................................................... 42
11.08 Change of Contract Price .................................................................................................... 43
11.09 Change of Contract Time.................................................................................................... 44
11.10 Notification to Surety ......................................................................................................... 44
ARTICLE 12 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT ................................................................................................................................ 45
12.01 Cost of the Work ................................................................................................................ 45
12.02 Allowances ........................................................................................................................ 48
12.03 Unit Price Work ................................................................................................................. 48
12.04 Plans Quantity Measurement for Unclassified Excavation or Embankment ......................... 49
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
439
00 72 00 GENERAL CONDITIONS Page v of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ............................................................................................................................ 50
13.01 Access to Work .................................................................................................................. 50
13.02 Tests, Inspections ............................................................................................................... 50
13.03 Defective Work .................................................................................................................. 51
13.04 Rejecting Defective Work .................................................................................................. 51
13.05 Acceptance of Defective Work ........................................................................................... 52
13.06 Uncovering Work ............................................................................................................... 52
13.07 City May Stop the Work ..................................................................................................... 52
13.08 City May Correct Defective Work ...................................................................................... 53
ARTICLE 14 – PAYMENTS TO CONTRACTOR; COMPLETION; CORRECTION PERIOD............ 53
14.01 Progress Payments ............................................................................................................. 53
14.02 Contractor’s Warranty of Title ............................................................................................ 56
14.03 Partial Utilization ............................................................................................................... 56
14.04 Final Inspection .................................................................................................................. 57
14.05 Final Acceptance ................................................................................................................ 57
14.06 Final Payment .................................................................................................................... 57
14.07 Final Completion Delayed and Partial Retainage Release.................................................... 58
14.08 Waiver of Claims ............................................................................................................... 58
14.09 Correction Period ............................................................................................................... 58
ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION....................................................... 59
15.01 City May Suspend Work .................................................................................................... 59
15.02 City May Terminate for Cause ............................................................................................ 60
15.03 City May Terminate for Convenience ................................................................................. 61
ARTICLE 16 – FINAL RESOLUTION OF DISPUTES ........................................................................ 63
16.01 Methods and Procedures ..................................................................................................... 63
ARTICLE 17 – MISCELLANEOUS ..................................................................................................... 64
17.01 Giving Notice ..................................................................................................................... 64
17.02 Computation of Times ........................................................................................................ 64
17.03 Cumulative Remedies ......................................................................................................... 64
17.04 Limitation of Damages ....................................................................................................... 64
17.05 No Waiver .......................................................................................................................... 65
17.06 Survival of Obligations ....................................................................................................... 65
17.07 Assignment of Contract ...................................................................................................... 65
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
440
00 72 00 GENERAL CONDITIONS Page vi of vi
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
17.08 Successors and Assigns ...................................................................................................... 65
17.09 Headings ............................................................................................................................ 65
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
441
00 72 00 GENERAL CONDITIONS Page 1 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY
1.01 Defined Terms
A. Wherever used in the Contract or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof, and words denoting gender shall include the masculine, feminine and neuter. When used in a context consistent with the definition of a listed-defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. In addition to terms specifically defined,
terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.
1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract
Documents.
2. Agreement—The written instrument titled “Agreement”, “Agreement – CSP”, or “Agreement – Unit Price Bid” executed by the City and Contractor for the Work, setting
forth the name of the Project, Contract Price, Contract Time and the items included in the Contract.
3. Application for Payment—The form acceptable to City which is to be used by Contractor
during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract.
4. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United
States Occupational Safety and Health Administration.
5. Award—Authorization by the City Council for the City to enter into an Agreement.
6. Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. The term “Bid” shall be defined to include the term “Proposal” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid.
7. Bidder—The individual or entity that submits a Bid directly to City. The term “Bidder” shall be defined to include the terms “Proposer” or “Offeror” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid.
8. Bidding Documents—The Bidding Requirements and the proposed Contract Documents (including all Addenda). The term “Bidding Documents” shall be defined to include the
terms “Proposal Documents” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid.
9. Bidding Requirements—The Advertisement or Invitation to Bid, Instructions to Bidders, Bid Bond or other Bid security, if any, the Bid Form, and the Bid with any attachments. The term “Bidding Requirements” shall be defined to include the terms “Proposal Requirements” in those instances where the City utilizes a Request for Proposal rather
than an Invitation for Bid and will include the Request for Proposal or Invitation to Offerors, Instructions to Offerors, Offerors Bond or other Proposal security, if any, the Proposal Form, and the Proposal with any attachments.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
442
00 72 00 GENERAL CONDITIONS Page 2 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
10. Business Day—A day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City.
11. Calendar Day—A day consisting of 24 hours measured from midnight to the next midnight.
12. Change Order—A document which is prepared by the Contractor or City, approved by the City, and signed by Contractor and City, authorizing an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or
after the Effective Date of the Agreement.
13. City—The City of Denton is, a Texas home-rule municipal corporation acting by its City Council through its City Manager or his or her designee.
14. City Attorney—The officially appointed City Attorney of the City of Denton or his or her
designee.
15. City Council—The duly elected and qualified governing body of the City of Denton.
16. City Manager—The officially appointed authorized City Manager of the City of Denton.
17. Contract—The entire and integrated set of written instruments between the City and Contractor concerning the Work comprised of the Agreement and all Contract Documents, which written instruments supersede all prior negotiations, representations, or agreements, whether written or oral, concerning the Work.
18. Contract Claim—A demand or assertion by City or Contractor seeking an adjustment
of Contract Price or Contract Time, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Contract Claim.
19. Contract Documents—Those items so designated as “Contract Documents.” in the Agreement at Paragraph 5.1.A. Approved Submittals, other Contractor submittals, and
the reports and drawings of subsurface and physical conditions are not Contract Documents.
20. Contract Price—The moneys payable by City to Contractor for completion of the Work
in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 12.03 in the case of Unit Price Work). The Contract Price does not include any “Incentive”, if applicable.
21. Contract Time—The number of days or the dates stated in the Agreement to: (a) achieve
Milestones, if any and (bb) complete the Work so that it is ready for Final Acceptance.
22. Contractor—The individual or entity with whom City has entered into the Agreement.
23. Cost of the Work—See Paragraph 12.01 of these General Conditions for definition.
24. Damage Claims—A demand for money or services arising from the Project or Site from a third party, City or Contractor exclusive of a Contract Claim.
25. Day or day—A day, unless otherwise defined, shall mean a Calendar Day.
26. Drawings—The part of the Contract Documents prepared or approved by an Engineer that graphically shows the scope, extent, and character of the Work to be performed by Contractor. Submittals, as defined, are not considered Drawings as so defined here.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
443
00 72 00 GENERAL CONDITIONS Page 3 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
27. Effective Date of the Agreement—The date, indicated in the Agreement, on which it becomes effective,, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the City.
28. Electronic Document—Any Project-related correspondence, attachments to
correspondence, text, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals, that are in an electronic or digital format.
29. Electronic Means—Electronic mail (email), upload/download from a secure Project website, or other communications methods that allow: (a) the transmission or communication of Electronic Documents; (b) the documentation of transmissions,
including sending and receipt; (c) printing of the transmitted Electronic Document by the recipient; (d) the storage and archiving of the Electronic Document by sender and recipient; and (e) the use by recipient of the Electronic Document for purposes permitted
by the Contract. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents.
30. Engineer—The licensed professional engineer or engineering firm registered in the State of Texas performing professional services for the City.
31. Extra Work—Additional work made necessary by City-approved changes or alterations to the Contract Documents. Extra Work shall be part of the Work.
32. Field Order—A written directive issued by City that requires changes in the Work but does not involve a change to the Contract Price, Contract Time, or Drawings, Plan, or Shop Drawings.
33. Final Acceptance—The written notice given by the City to the Contractor that the Work
specified in the Contract Documents has been completed to the satisfaction of the City.
34. Final Inspection—The inspection performed by the City to determine whether the Contractor has completed each and every part or appurtenance of the Work fully, entirely,
and in conformance with the Contract Documents.
35. General Requirements—Sections of The information set forth in “Division 101 – General Requirements” of the Standard Construction Specification Documents.
36. Hazardous Environmental Condition—The presence at the Site of Asbestos, P C B s , Petroleum, Hazardous Waste, Radioactive Material, or any other substance, product, waste or materials, in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto.
37. Hazardous Waste—Any solid waste listed as hazardous or which possesses one or more
hazardous characteristics as defined in applicable Laws and Regulations.
38. Incidental or incidental—Work items that the Contractor is not paid for directly, but costs for which are included under the various bid items of the Project.
39. Laws and Regulations—Any and all applicable laws, statutes, rules, regulations,
ordinances, codes, and binding decrees, resolutions, and orders of any and all
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
444
00 72 00 GENERAL CONDITIONS Page 4 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
governmental bodies, agencies, authorities, and courts having jurisdiction over the Site or any portion or part of the Work to be performed.
40. Liens—Charges, security interests, or encumbrances upon Project funds, real property,
or personal property.
41. Major Item—An item of work included in the Contract Documents that has a total cost equal to or greater than 5% of the original Contract Price.
42. Milestone—A principal event specified in the Contract Documents relating to the
performance of an identified portion of the Work by an intermediate Contract Time prior to Final Acceptance of the Work.
43. Notice of Award—The written notice by City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed in such
notice, City will sign and deliver the Agreement.
44. Notice to Proceed—A written notice given by City to Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform
the Work specified in Contract Documents.
45. PCBs—Polychlorinated biphenyls.
46. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds
per square inch absolute), and including but not limited to oil, fuel oil, oil sludge, oil refuse, gasoline, diesel fuel, kerosene, and oil mixed with other non-Hazardous Waste and crude oils.
47. Plans—This term will have the same definition of as “Drawings”.
48. Project —The Work to be performed under the Contract.
49. Project Manager—The authorized representative of the City who will be assigned to the Project.
50. Project Manual—The documentary information prepared for bidding or proposing and
furnishing the Work.
51. Project Schedule—A schedule, prepared and maintained by Contractor, in accordance with the General Requirements, describing the sequence and duration of the activities comprising Contractor’s plan to achieve each Milestone and accomplish the Work within
the Contract Time.
52. Public Meeting—An announced meeting conducted by the City to facilitate public participation and to assist the public in gaining an informed view of the Project.
53. Samples—Physical examples of materials, equipment, or workmanship that are
representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged.
54. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required
submittals and the time requirements toto support scheduled performance of related construction activities.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
445
00 72 00 GENERAL CONDITIONS Page 5 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
55. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor’s Applications for Payment.
56. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or
information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents.
57. Site—Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights-of-way, permits, and easements for access thereto, and such other lands furnished by City which are designated for the
use of Contractor.
58. Specifications or Technical Specifications —The part of the Contract that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. Specifications may be specifically made a part of the Contract Documents by attachment or, if not attached, may be incorporated by reference as indicated in the Table of Contents (Section 00 00 00) of the Project.
59. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site.
60. Submittal—All drawings, diagrams, illustrations, schedules and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to the City to illustrate some portion of the Work.
61. Subsidiary or subsidiary—These terms will have the same definition as “Incidental. or incidental”.
62. Successful Bidder—The Bidder to whom City issues a Notice of Award. The term “Bidder” shall be defined to include the terms “Proposer” or “Offeror” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid and is the
Proposer or Offeror submitting the proposal or offer that provides the best value to the City and to whom the City issues a Notice of Award.
63. Superintendent—The representative of the Contractor who is available at all times and able to receive instructions from the City and to act for the Contractor.
64. Supplementary Conditions—The part of the Contract set forth at Division 00 73 00 that amends or supplements these General Conditions.
65. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials
or equipment to be incorporated in the Work by Contractor or a Subcontractor.
66. Underground Facilities—All underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the
Site, including but not limited to those facilities or systems that produce, transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
446
00 72 00 GENERAL CONDITIONS Page 6 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.
67. Unit Price Work—Work for which the Contract Price is determined by multiplying the
unit price for the item by the estimated quantity of the item.
68. Weekend Working Hours—Those hours between 8:00 a.m. and 8:30 p.m. on Saturday, and between 1:00 p.m. and 8:30 p.m. on Sunday or on a federal or state holiday observed by the City, as approved in advance by the City for performing Work.
69. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce
such construction including any Change Order or Field Order,, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents.
70. Working Day—Defined as a Business Day but excluding any days that weather or other conditions beyond the reasonable control of the Contractor prevents the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7:00 a.m. and 8:00 p.m.
1.02 Terminology
A. The words and terms discussed in Paragraphs 1.02.B, C, D, and E are not defined terms that require initial capital letters, but, when used in the Bidding Requirements or Contract, have the indicated meaning.
B. Intent of Certain Terms or Adjectives: The Contract includes the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of judgment by CityCity. In addition, the adjectives “reasonable,” “suitable,” “acceptable,”
“proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of City as to the Work. It is intended that such exercise of judgment, action, or determination will be to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise).
C. Defective: The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it:
1. does not conform to the Contract Documents; or
2. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or
3. has been damaged prior to City’s written notice of Final Acceptance.
D. Furnish, Install, Perform, Provide
1. The word “furnish,” when used in connection with services, materials, or equipment, means to supply and deliver said services, materials, or equipment to the Site (or some
other specified location) ready for use or installation and in usable or operable condition.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
447
00 72 00 GENERAL CONDITIONS Page 7 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
2. The word “install,” when used in connection with services, materials, or equipment, means to put into use or place in final position said services, materials, or equipment complete and ready for intended use.
3. The words “perform” or “provide,” when used in connection with services, materials, or
equipment, means to execute, carry out, furnish and install said services, materials, or equipment complete and ready for intended use.
4. If the Contract Documents establish an obligation of Contractor with respect to specific
services, materials, or equipment, but do not expressly use any of the four words “furnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use.
E. Unless stated otherwise in the Contract, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract in accordance with such recognized meaning.
ARTICLE 2 – PRELIMINARY MATTERS
2.01 Delivery of Performance and Payment Bonds; Evidence of Insurance
A. Performance and Payment Bonds: When Contractor delivers the signed counterparts of the Agreement to City, Contractor shall also deliver to City the performance bond , payment bond and maintenance bond that comply with the provisions of Chapter 2253 of the Texas
Government Code. Work will not be allowed to begin until the performance and payment bonds have been provided by the Contractor to the City.
B. Evidence of Contractor’s Insurance: When Contractor delivers the signed counterparts of the Agreement to City, Contractor shall also deliver to City, with copies to each additional insured (as identified in the Contract), the certificates, endorsements, and other evidence of insurance required to be provided by Contractor in accordance with Article 6. Work will not be allowed to begin until the evidence of insurance has been provided by the Contractor to the City.
2.02 Copies of Documents
A. City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the Contract, and three (3) additional copies of the Drawings. Additional printed copies will be furnished upon request at the cost of reproduction.
2.03 Before Starting Construction
Baseline starting Work, Contractor shall submit for review by City the following in accordance with the Contract Documents:
A. Baseline Schedules in accordance with General Requirements, Section 01 32 16.
B. Preliminary Schedule of Submittals.
C. Preliminary Schedule of Values: For lump sum contracts, a Schedule of Values for all of the Work that includes quantities and prices of items that when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
448
00 72 00 GENERAL CONDITIONS Page 8 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
2.04 Preconstruction Meeting
A. Before any Work at the Site is started, the Contractor shall attend a Preconstruction Meeting as specified in Section 01 31 19.
2.05 Public Meeting
A. Contractor may not mobilize any equipment, materials, or resources to the Site prior to
Contractor attending the Public Meeting as scheduled by the City.
2.06 Initial Acceptance of Schedules
A. No progress payment shall be made to Contractor until acceptable Project Schedules are submitted to City in accordance with the Contract Documents.
2.07 Electronic Submittals and Transmittals
A. Except as otherwise stated elsewhere in the Contract, the City and Contractor may send, and shall accept, Electronic Documents transmitted by Electronic Means.
B. If the Contract does not establish protocols for Electronic Means, then City and Contractor shall jointly develop such protocols.
C. Subject to any governing protocols for Electronic Means, when transmitting Electronic Documents by Electronic Means, the transmitting party makes no representations as to long-term compatibility, usability, or readability of the Electronic Documents resulting from the
recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the Electronic Documents.
ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE
3.01 Intent
A. The Contract Documents are complementary; what is required by one Contract Document is
as binding as if required by all.
B. It is the intent of the Contract to describe a functionally complete Project to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or
equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to City.
C. City will issue clarifications and interpretations of the Contract Documents as provided herein.
D. The Specifications may vary in form, forma and style. Some Specification sections may be written in varying degrees of streamlined or declarative style, and some sections may be relatively narrative by comparison. Omission of such words and phrases as “the Contractor
shall,” “in conformity with,” “as shown,” or “as specified” are intentional in streamlined sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The Contractor shall not take advantage of any variation of form, format or style in making Contract Claims or Damage Claims.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
449
00 72 00 GENERAL CONDITIONS Page 9 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. The cross-referencing of Specification sections under the subparagraph heading “Related Sections include but are not necessarily limited to:” and elsewhere within each Specification section is provided as an aid and convenience to the Contractor. The Contractor shall not rely
on the cross-referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not cross-referencing is provided in each section or whether the cross-referencing is complete or accurate.
3.02 Reference Standards
A. Standards Specifications, Codes, Laws and Regulations
1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, means the standard specification, manual, reference standard, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents.
2. No provision of any such standard specification, manual, reference standard, or code, and no instruction of a Supplier, will be effective to change the duties or responsibilities of CityCity, Contractor, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to City or any of its officers, elected or appointed officials, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents.
3.03 Reporting and Resolving Discrepancies
A. Reporting Discrepancies
1. Contractor’s Verification of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to
applicable field measurements, and conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from
City before proceeding with any Work affected thereby.
2. Contractor’s Review of Contract Documents: If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or
Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly report it to City in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 7.1717) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by City, or by
an amendment or supplement to the Contract issued pursuant to Paragraph 11.01.
3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
450
00 72 00 GENERAL CONDITIONS Page 10 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
B. Resolving Discrepancies
1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and:
a. the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier; or
b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).
2. In case of discrepancies, figured dimensions shall govern over scaled dimensions, Drawings shall govern over Specifications, and Supplementary Conditions shall govern
over General Conditions and Specifications.
3.04 Requirements of the Contract Documents
A. During the performance of the Work and until final payment, Contractor shall submit to the City in writing all matters in question concerning the requirements of the Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Contract Documents, as soon as possible after such matters arise. City will be the interpreter of the requirements of the Contract Documents, and judge of
the acceptability of the Work.
B. City will, with reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Contract Documents. City’s written clarification, interpretation, or decision will be final and binding on Contractor,
unless Contractor appeals by filing a Contract Claim.
3.05 Reuse of Documents
A. Contractor and its Subcontractors and Suppliers shall not:
1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or
other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or its consultants, including electronic media versions, or reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any
other project without written consent of CityCity and specific written verification or adaptation by Engineer; or
2. have or acquire any title or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without City’s express written consent, or
violate any copyrights pertaining to such Contract Documents.
B. The prohibitions of this Paragraph 3.05 05 will survive final payment, or termination of the Contract. Nothing herein precludes Contractor from retaining copies of the Contract
Documents for record purposes.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
451
00 72 00 GENERAL CONDITIONS Page 11 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK
4.01 Commencement of Contract Time; Notice to Proceed
A. The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Contract.
4.02 Starting the Work
A. Contractor shall start to perform the Work on the date when the Contract Time commences to run. No Work may be done at the Site prior to the date on which the Contract Time commences
to run.
4.03 Delays in Contractor’s Progress
A. If Contractor is delayed, City shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. The City shall be liable only to the extent allowed by the provisions of the Contract and as allowed by Subchapter I, Chapter 271 of the Texas Local Government Code.
B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Time for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption, and interference attributable to and within the control of a Subcontractor or Supplier shall be
deemed to be within the control of Contractor.
C. The Contractor shall receive no compensation for delays or hindrances to the Work, except when direct and unavoidable extra cost to the Contractor is caused by the failure of the City
to provide information or material, if any, that the Contract specifies is to be furnished by the City.
D. If Contractor’s performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of City, Contractor, and those for whom they are responsible, then Contractor shall be entitled to an equitable adjustment in Contract Time. Such an adjustment will be Contractor’s sole and exclusive remedy for the delays, disruption, and interference described in this Paragraph 4.03. D. The Contractor is responsible for the prompt submission of a request for an adjustment to the Contract Time under this Paragraph to the City. Causes of delay, disruption, or interference that may give rise to an adjustment in Contract Time under this Paragraph include but are not limited to the following:
1. Severe and unavoidable natural catastrophes such as fires, floods, epidemics, and earthquakes;
2. Abnormal weather conditions;
3. Acts or failures to act of third-party utility owners or other third-party entities (other than those third-party utility owners or other third-party entities performing other work at or adjacent to the Site as arranged by or under contract with City, as contemplated in
Article 8); and
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
452
00 72 00 GENERAL CONDITIONS Page 12 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
4. Acts of war or terrorism.
E. Contractor’s entitlement to an adjustment of Contract Time or Contract Price is limited as follows:
1. Contractor’s entitlement to an adjustment of the Contract Time is conditioned on the delay, disruption, or interference adversely affecting an activity on the critical path to completion of the Work, as of the time of the delay, disruption, or interference.
2. Contractor shall not be entitled to an adjustment in Contract Price for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor. Such a concurrent delay by Contractor shall not preclude an adjustment of Contract Time to which Contractor is otherwise entitled.
3. Adjustments of Contract Time or Contract Price are subject to the provisions of Article 11.
F. Each Contractor request or Change Order seeking an increase in Contract Time or Contract Price must be supplemented by supporting data that sets forth in detail the following:
1. The circumstances that form the basis for the requested adjustment;
2. The date upon which each cause of delay, disruption, or interference began to affect the progress of the Work;
3. The date upon which each cause of delay, disruption, or interference ceased to affect the
progress of the Work;
4. The number of days’ increase in Contract Time claimed as a consequence of each such cause of delay, disruption, or interference; and
5. The impact on Contract Price, in accordance with the provisions of Paragraph 11.08.
6. Contractor shall also furnish such additional supporting documentation as City may
require including, where appropriate, a revised Project Schedule indicating all the activities affected by the delay, disruption, or interference, and an explanation of the effect of the delay, disruption, or interference on the critical path to completion of the
Work.
G. Delays, disruption, and interference to the performance or progress of the Work resulting from the existence of a differing subsurface or physical condition, an Underground Facility that was not shown or indicated by the Contract Documents, or not shown or indicated with reasonable accuracy, and those resulting from undisclosed Hazardous Environmental Conditions, are governed by Article 5, together with the provisions of Paragraphs 4.03.F and 4.03.G.
ARTICLE 5 – SITE; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS
ENVIRONMENTAL CONDITIONS
5.01 Availability of Lands
A. City shall furnish the Site. City shall notify Contractor in writing of any encumbrances or restrictions not of general application but specifically related to use of the Site with which
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
453
00 72 00 GENERAL CONDITIONS Page 13 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Contractor must comply in performing the Work. City will be responsible for obtaining any necessary easements for permanent structures or permanent changes in existing facilities.
1. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or
easements. Any outstanding right-of-way and/or easements are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must
consider any outstanding right-of-way, and/or easements.
2. Unless otherwise specified in the Contract Documents, the City has or anticipates moving and/or relocating utilities, and obstructions to the Site. Any outstanding movement or
relocation of utilities or obstructions is anticipated in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding utilities or obstructions to be moved and/or relocated by others.
B. Upon reasonable written request of Contractor, City shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed.
C. Contractor shall provide for any additional lands and access thereto not included in the Site that may be required for construction facilities or storage of materials and equipment. The cost of such shall be part of the Contract Price.
5.02 Use of Site and Other Areas
A. Limitation on Use of Site and Other Areas
1. Contractor shall confine construction equipment, temporary construction facilities, the storage of materials and equipment, worker car parking and the operations of workers to the Site, to adjacent areas that Contractor has arranged to use through construction
easements or otherwise, and to other adjacent areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and such other adjacent areas with worker car parking, construction equipment or other materials or equipment. Contractor shall assume full responsibility for (a) damage to the Site; (b) damage to any such other adjacent areas used for Contractor’s operations; (c) damage to any other adjacent land or areas, or to improvements, structures, utilities, or similar facilities located at such adjacent lands or areas; and (d) for injuries, including death, and damage to or losses of property sustained by the owners or occupants of any such land or areas; provided that such damage, losses, injuries or deaths arose out of or result from the performance of the Work or arose out of or resulted from any other actions or conduct of the Contractor or those for whom Contractor is responsible.
2. At any time when, in the judgment of the City, the Contractor has obstructed, closed, or
is carrying on operations in a portion of a street, right-of-way, or easement greater than is necessary for proper execution of the Work, the City may require the Contractor to reduce the area impacted to only that necessary for proper execution of the Work and/or to finish the section on which operations are in progress before work is commenced on any additional area of the Site.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
454
00 72 00 GENERAL CONDITIONS Page 14 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
3. Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment and supply storage buildings, or any other item that may be transported by flood flows, shall not be stored within existing federal floodways during the course of the Work.
4. Should any Damage Claim be made by any such owner or occupant adversely impacted
because of the performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim.
5. PURSUANT TO PARAGRAPH 7.21, CONTRACTOR SHALL INDEMNIFY AND
HOLD HARMLESS CITY AND ITS OFFICERS, ELECTED AND APPOINTED
OFFICIALS, AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, COSTS,
LOSSES, AND DAMAGES ARISING OUT OF OR RELATING TO ANY CLAIM OR
ACTION, LEGAL OR EQUITABLE, BROUGHT BY ANY SUCH ADVERSELY
IMPACTED OWNER OR OCCUPANT AGAINST CITY.
B. Removal of Debris During Performance of the Work: During the progress of the Work the Contractor shall keep the Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris will conform to applicable Laws and Regulations.
C. Site Maintenance Cleaning: If 24 hours after written notice is given to the Contractor that the clean-up at the Site is insufficient or occurring in a manner unsatisfactory to the City, the Contractor fails to correct the unsatisfactory condition and/or procedures, the City may take such direct action as the City deems appropriate to correct the clean-up deficiencies cited to the Contractor in the written notice, and the costs of such direct corrective action, plus 25 % of such costs, shall be deducted from the monies due or to become due to the Contractor under the Contract.
D. Final Site Cleaning: Prior to Final Acceptance of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by City and any adjacent property owners, if applicable. At the completion of the Work, Contractor shall remove from the Site and adjacent
areas all tools, appliances, construction equipment and machinery, surplus materials, waste materials, rubbish and other debris and shall restore to original condition or better all areas impacted or disturbed by the Work.
E. Loading of Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent structures or land to stresses or pressures that will endanger them.
5.03 Subsurface and Physical Conditions
A. Reports and Drawings: The Supplementary Conditions identify:
1. Those reports known to City of explorations and tests of subsurface conditions at or contiguous to the Site; and
2. Those drawings known to City of existing physical conditions at or contiguous to the Site, including those drawings known to City depicting existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities.).
B. Underground Facilities: Underground Facilities are shown or indicated on the Drawings, pursuant to Paragraph 5.05, and not in the drawings referred to in Paragraph 5.03.A.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
455
00 72 00 GENERAL CONDITIONS Page 15 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Information and data regarding the presence or location of Underground Facilities are not intended to be categorized, identified, or defined as technical data.
C. Reliance by Contractor on Technical Data: Contractor is provided certain technical data
identified in the Supplementary Conditions with respect to such reports and drawings for its use, but the City does not warrant or guarantee the accuracy of the information, and such information including reports and drawings are not Contract Documents. Contractor may not
make any Contract Claim against City, or any of theirits officers, elected or appointed officials, directors, members, partners, employees, agents, consultants, or subcontractors with respect to:
1. the completeness or accuracy of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or
2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or
3. the contents of other Site-related documents made available to Contractor, such as record drawings from other projects at or adjacent to the Site, or City’s archival documents concerning the Site; or
4. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information.
5.04 Differing Subsurface or Physical Conditions
A. Notice by Contractor: If Contractor believes that any subsurface or physical condition that is uncovered or revealed at the Site either:
1. is of such a nature as to establish that any “technical data” is materially inaccurate; or
2. is of such a nature as to require a change in the Contract Documents; or
3. differs materially from that shown or indicated in the Contract Documents; or
4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents;
then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.17), notify City in writing about such
condition.
B. Possible Price and Time Adjustments
1. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if:
a. Contractor knew of the existence of such condition at the time Contractor made a final commitment to City with respect to Contract Price and Contract Time by the submission of a Bid or becoming bound under the Contract; or
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
456
00 72 00 GENERAL CONDITIONS Page 16 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
b. The existence of such condition reasonably could have been discovered or revealed as a result of the examination of the Contract Documents or the Site; or
c. Contractor failed to give the written notice required by Paragraph 5.04.A.
C. Underground Facilities; Hazardous Environmental Conditions: Paragraph 5.05 governs rights and responsibilities regarding the presence or location of Underground Facilities. Paragraph 5.06 governs rights and responsibilities regarding Hazardous Environmental Conditions. The provisions of Paragraphs 5.03 and 5.04 are not applicable to the presence or
location of Underground Facilities, or to Hazardous Environmental Conditions.
5.05 Underground Facilities
A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to Underground Facilities at or contiguous to the Site is based on information and
data furnished to City or Engineer by the owners of such Underground Facilities, including City, or by others, unless it is otherwise expressly provided in the Supplementary Conditions::
1. City and Engineer shall not be responsible for the accuracy or completeness of any such information or data provided by others; and
2. the cost of all of the following are included in the Contract Price, and Contractor shall have full responsibility for:
a. reviewing and checking all information and data;
b. verifying the actual location of those Underground Facilities shown or indicated in
the Contract Documents as being within the area affected by the Work, by exposing such Underground Facilities during the course of construction;
c. coordination and adjustment of the Work with the owners (including City) of such Underground Facilities, during construction; and
d. the safety and protection of all existing Underground Facilities at the Site, and
repairing any damage thereto resulting from the Work.
B. Not Shown or Indicated:
1. If an Underground Facility that is uncovered or revealed at the Site was not shown or
indicated on the Drawings or otherwise indicated in the Contract Documents, or was not shown or indicated on the Drawings or in the Contract Documents with reasonable accuracy, then Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.17), identify the owner of such Underground Facility and give notice to that owner and to City. Contractor shall be responsible for the safety and protection of such discovered Underground Facility.
2. If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences, subject to the provisions of Article 11.
3. Verification of existing utilities, structures, and service lines shall include notification of all utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
457
00 72 00 GENERAL CONDITIONS Page 17 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
5.06 Hazardous Environmental Conditions at Site
A. Reports and Drawings: The Supplementary Conditions identify:
1. those reports known to City relating to Hazardous Environmental Conditions that have been identified at the Site; or
2. drawings known to City relating to Hazardous Environmental Conditions that have been identified at the Site.
B. Reliance by Contractor on Technical Data: Contractor is provided certain technical data
identified in the Supplementary Conditions with respect to such reports and drawings for its use, but the City does not warrant or guarantee the accuracy of the information, and such information including reports and drawings are not Contract Documents. Contractor may not
make any Contract Claim against City, or any of its officers, elected or appointed officials, directors, members, partners, employees, agents, consultants, or subcontractors with respect to:
1. the completeness or accuracy of such reports and drawings for Contractor’s purposes,
including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and
programs incident thereto; or
2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or
3. the contents of other Site-related documents made available to Contractor, such as record drawings from other projects at or adjacent to the Site, or City’s archival documents
concerning the Site; or
4. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information.
C. Contractor shall not be responsible for a Hazardous Environmental Condition uncovered or revealed at the Site if such Hazardous Environmental Condition was not shown or indicated in Drawings or Specifications or identified if the removal or remediation of such Hazardous Environmental Condition was not identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created by the actions of or with any materials brought to the Site by Contractor, Subcontractors, Suppliers or anyone else for whom Contractor is responsible and the costs associated with the same.
D. If Contractor encounters, uncovers, or reveals a Hazardous Environmental Condition whose removal or remediation is not expressly identified in the Contract Documents as being within
the scope of the Work, or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, then Contractor shall immediately: (1) secure or otherwise isolate such condition; (2) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 7.17); and (3) notify City (and promptly thereafter confirm such notice in writing). City may consider the necessity to retain a qualified expert to evaluate such condition or take corrective action, if
any.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
458
00 72 00 GENERAL CONDITIONS Page 18 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. Contractor shall not be required to resume Work in connection with a Hazardous Environmental Condition identified pursuant to Paragraph 5.06.D or in any affected area until after City has obtained any required permits related thereto, and delivered written notice to
Contractor either (1) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (2) specifying any special conditions under which such Work may be resumed.
F. If, after receipt of such written notice, Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then City may order the portion of the Work that is in the area affected by such
condition to be deleted from the Work and the Contract Price. City may have such deleted portion of the Work performed by City’s own forces or others.
G. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS,
CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS CITY, AND ITS
OFFICERS, ELECTED AND APPOINTED OFFICIALS, DIRECTORS, MEMBERS,
PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS, AND SUBCONTRACTORS OF
EACH AND ANY OF THEM, FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES,
AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES
OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND
ALL COURT ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS) FOR
PERSONAL INJURY, DEATH OR PROPERTY DAMAGE ARISING OUT OF OR
RELATING TO A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY
CONTRACTOR OR BY ANYONE FOR WHOM CONTRACTOR IS RESPONSIBLE.
NOTHING IN THIS PARAGRAPH 5.06.CityG OBLIGATES CONTRACTOR TO
INDEMNIFY ANY INDIVIDUAL OR ENTITY FROM AND AGAINST THE
CONSEQUENCES OF THAT INDIVIDUAL’S OR ENTITY’S OWN NEGLIGENCE.
H. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of a Hazardous Environmental Condition uncovered or revealed at the Site.
ARTICLE 6 – BONDS AND INSURANCE
6.01 Licensed Sureties and Insurers
A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages required. Such surety and insurance companies shall also meet such additional
requirements and qualifications as may be provided in the Supplementary Conditions.
6.02 Performance, Payment, and Maintenance Bonds
A. Contractor shall furnish a performance bond and a payment bond, in accordance with the provisions of the Texas Government Code Chapter 2253 or successor statute and as required by the City, each in an amount at least equal to the Contract Price, as security for the faithful performance and payment of all of Contractor’s obligations under the Contract. The
performance and payment bonds must be provided by the Contractor to the City prior to the Contractor beginning any Work.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
459
00 72 00 GENERAL CONDITIONS Page 19 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
B. Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as security to protect the City against any defects in any portion of the Work described in the Contract Documents. Maintenance bonds shall remain in effect for two (2) years after the date
of Final Acceptance by the City. The maintenance bond(s) shall be provided as directed by the City as part of the close-out of the Contract and shall be provided prior to the final payment being made.
C. All bonds shall be in the form prescribed by the Contract Documents, except as provided otherwise by Laws and Regulations, and must be issued and signed by a surety named in “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and
as Acceptable Reinsuring Companies” as published in Department Circular 570 (as amended and supplemented) by the Bureau of the Fiscal Service, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority must show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond.
D. If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent, or
the surety ceases to meet the requirements above, or its right to do business is terminated in the State of Texas, then Contractor shall promptly notify City in writing and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both of which must comply with the bond and surety requirements above.
E. If Contractor has failed to obtain a required bond, City may refuse to allow the Contractor to begin Work, exclude the Contractor from the Site and exercise City’s termination rights under
Article 15.
F. Upon request to Contractor from any Subcontractor, Supplier, or other person or entity claiming to have furnished labor, services, materials, or equipment used in the performance of the Work, Contractor shall provide a copy of the payment bond to such person or entity.
6.03 Certificates of Insurance
A. Contractor shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance and endorsements (and other evidence of insurance requested by City or any other additional insured) establishing that Contractor has obtained and is maintaining the policies and coverages required by these General Conditions and the Supplementary Conditions prior to beginning any Work.
1. The certificate of insurance shall document the City, and all identified entities named in
the Supplementary Conditions as “additional insureds” on all liability policies.
2. The Contractor’s general liability insurance shall include a “per project” or “per location” endorsement, that shall be identified in the certificate of insurance provided to the City.
3. The certificate shall be signed by an agent authorized to bind coverage on behalf of the
insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide.
4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers’ compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
460
00 72 00 GENERAL CONDITIONS Page 20 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
financial strength and solvency to the satisfaction City. If the rating is below that required, written approval of City is required.
5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in
favor of the City. In addition, the Contractor agrees to waive all rights of subrogation against the Engineer (if applicable), and each additional insured identified in the Supplementary Conditions
6. Failure of the City to demand such certificates or other evidence of full compliance with the insurance requirements or failure of the City to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor’s obligation to maintain
such lines of insurance coverage or to provide such certificates or other evidence of full compliance with the insurance requirements.
7. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of
the primary coverage.
8. Unless otherwise stated, all required insurance shall be written on the “occurrence basis”. If If City agrees in writing that coverage is underwrittenmay be written on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the effective date of the Agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the
duration of the Contract and for three (3) years following Final Acceptance or for the warranty period provided for under the Contract Documents or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall
evidence such insurance coverage.
9. Policies shall have no exclusions by endorsements that either nullify or amend the required lines of coverage, nor or decrease the limits of said coverage unless such endorsements are approved in writing by the City. In the event a Notice of an Award has
been issued or the Agreement executed, and the policy exclusions are determined to be unacceptable or the City desires that the Contractor obtain additional insurance coverage
the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%.
10. For any proposed self-insured retention (SIR),) in excess of $25,000.00, affecting insurance coverage, Contractor must obtain the written approval of the City in regard to
asset value and stockholders' equity. In lieu of traditional insurance, proposed alternative coverage maintained through insurance pools or, risk retention groups, or self-funding will also require the written approval of the City.
11. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on
a first-dollar basis must be acceptable to and approved in writing by the City.
12. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and limits when deemed necessary and prudent by the City based upon the scope of the Work, changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City. The City will provide prior notice of 90 days and the insurance adjustments shall
be incorporated into the Work by Change Order.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
461
00 72 00 GENERAL CONDITIONS Page 21 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
13. City shall be entitled, upon written request to Contractor and without expense to City, to receive copies of policies and endorsements thereto and. City may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions,
limitations, or exclusions necessary to conform the policy and endorsements to the requirements of the Contract. Deletions, revisions, or modifications shall not be required where policy provisions are established by law or regulations binding upon either party
or the underwriter on any such policies.
14. City shall not be responsible for the direct payment of insurance premium costs for Contractor’s insurance.
6.04 Contractor’s Insurance
A. Workers Compensation and Employers’ Liability: Contractor shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers’ Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Contractor’s performance of the Work and Contractor’s other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable:
1. claims under workers’ compensation, disability benefits, and other similar employee
benefit acts;
2. claims for damages because of bodily injury, occupational sickness or disease, or death of employees.
B. Commercial General Liability. Coverage shall include but not be limited to covering liability
(bodily injury, including death, or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury including death, liability under an insured contract, and explosion/collapse/underground (where those exposures exist). Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The Commercial General Liability policy shall have no exclusions by endorsements that would alter or nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, that are normally contained with the policy, unless the
City approves such exclusions in writing.
For construction projects that present a substantial completed operation exposure, the City may require the Contractor to maintain completed operations coverage for a minimum of no less than three (3) years following the completion of the project (if identified in the Supplementary Conditions)).
C. Automobile Liability. A commercial business auto policy shall provide coverage on “any auto”, defined as autos owned, hired and non-owned and provide indemnity for claims for damages because of bodily injury or death of any person and/or property damage arising out of or related to the work, maintenance or use of any motor vehicle by the Contractor, any
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
462
00 72 00 GENERAL CONDITIONS Page 22 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable.
D. Railroad Protective Liability. If any of the Work or any warranty work is within the limits of
railroad right-of-way, the Contractor shall comply with the requirements identified in the Supplementary Conditions.
E. Notification of Policy Cancellation: Contractor shall immediately notify City upon cancellation or other loss of insurance coverage. Contractor shall stop Work until replacement insurance has been procured. There shall be no time credit for delays or days not worked pursuant to this section.
6.05 Acceptance of Bonds and Insurance; Option to Replace
A. If City has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 6 or the Supplementary Conditions on the basis of non-conformance with the Contract Documents, the City shall so notify the Contractor in writing within 10 Business Days after receipt of the certificates (or other evidence requested). Contractor shall provide to the City such additional information in respect of insurance provided as the City may reasonably request. If Contractor does not purchase or maintain all of the bonds and insurance required by the Contract Documents, the City shall notify the Contractor in writing of such failure prior to the start of the Work, or of such failure to maintain prior to any change in the required
coverage. Such failure to provide bonds or insurance as required by the Contract Documents is a breach of the terms of the Contract and the City may terminate the Contractor in accordance with the provisions of the Contract Documents.
ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES
7.01 Contractor’s Means and Methods of Construction
A. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction.
B. If the Contract Documents note, or Contractor determines, that professional engineering or
other design services are needed to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences, and procedures, or for Site safety, then Contractor shall cause such services to be provided by a properly licensed design professional, at
Contractor’s expense. Such services are not City-delegated professional design services under this Contract, and neither City nor Engineer has any responsibility with respect to (1) Contractor’s determination of the need for such services, (2) the qualifications or licensing of
the design professionals retained or employed by Contractor, (3) the performance of such services, or (4) any errors, omissions, or defects in such services.
7.02 Supervision and Superintendence
A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting
such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents.
B. At all times during the progress of the Work, Contractor shall identify and assign a competent superintendent, who is proficient in English, and who shall not be replaced without written
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
463
00 72 00 GENERAL CONDITIONS Page 23 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
notice to City of the name of the replacement superintendent. If at any time the superintendent is not satisfactory to the City, Contractor shall, if requested by City, replace the superintendent with another satisfactory to City.
C. Contractor shall notify the City 24 hours prior to moving areas during the sequence of construction.
7.03 Labor; Working Hours
A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the
Work and perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site.
B. Contractor shall be fully responsible to City for all acts and omissions of Contractor’s employees; of Suppliers and Subcontractors, and their employees; and of any other individuals or entities performing or furnishing any of the Work, just as Contractor is responsible for Contractor’s own acts and omissions.
C. Except as otherwise required for the safety or protection of persons or the Work or property
at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours on Business Days. Contractor will not permit the performance of Work outside of regular working hours on Business Days without City’s prior written consent (which will not be unreasonably withheld)). Contractor’s written request (by letter or electronic communication) for City’s written consent must be made as follows:
1. for Work beyond regular working hours on Business Days, request must be made by noon at least two (2) Business Days prior;
2. for Work during Weekend Working Hours, request must be made by noon of the preceding Wednesday; and
3. for Work on state or federal holidays observed by the City, request must be made
sufficiently in advance of the holiday, to satisfy requirements for City Council approval.
7.04 Services, Materials, and Equipment
A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, Contractor required testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents.
B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of sufficient quality to complete the Work, and must be new and of good
quality, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. If required by City, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment.
C. All materials and equipment to be incorporated into the Work shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
464
00 72 00 GENERAL CONDITIONS Page 24 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents.
D. All items of standard equipment to be incorporated into the Work shall be the latest model at
the time of bid, unless otherwise specified.
7.05 Project Schedule
A. Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.06 and the General Requirements as it may be adjusted from time to time as provided below.
1. Contractor shall submit to the City for acceptance (to the extent indicated in Paragraph 2.06 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments must comply with any provisions of the General Requirements applicable thereto.
2. Contractor shall submit to City a monthly Project Schedule with a monthly progress payment request for the duration of the Contract in accordance with the Construction Progress Schedule, General Requirements 01 32 16.
3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be
submitted in accordance with the requirements of Article 11. Adjustments in Contract Time may only be made by a Change Order.
7.06 “Or Equals”
A. Contractor’s Request; Governing Criteria: Whenever an item of equipment or material is specified or described in the Contract Documents by using the names of one or more proprietary items or specific Suppliers, the Contract Price has been based upon Contractor furnishing such item as specified. The specification or description of such an item is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or “or equal” item is permitted, Contractor may request that City permit the use of other items of equipment
or material, or items from other proposed Suppliers, under the circumstances described below.
1. If City in its sole discretion determines that an item of equipment or material proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by City as an “or equal” item. For the purposes of this Paragraph, a proposed item of equipment or material will be considered functionally equal to an item so named if:
a. the City determines that:
1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics;
2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole;
3) it has a proven record of performance and availability of responsive service; and
4) it is not objectionable to City.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
465
00 72 00 GENERAL CONDITIONS Page 25 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
b. Contractor certifies that, if the proposed item is approved and incorporated into the Work:
1) there will be no increase in cost to the City or increase in Contract Time; and
2) the item will conform substantially to the detailed requirements of the item named in the Contract Documents.
B. Contractor’s Expense: Contractor shall provide all data in support of any proposed “or equal” item at Contractor’s expense.
C. City’s Evaluation and Determination: City will be allowed a reasonable time to evaluate each
“or-equal” request. City may require Contractor to furnish additional data about the proposed “or-equal” item. City will be the sole judge of acceptability. No “or-equal” item will be ordered, furnished, installed, or utilized until City’s review is complete and City determines
that the proposed item is an “or-equal.” City.” City will advise Contractor in writing of its determination.
D. Effect of City’s Determination: Neither approval nor denial of an “or-equal” request will result in any change in Contract Price. The City’s denial of an “or-equal” request will be final and
binding, and may not be reversed through an appeal under any provision of the Contract.
E. Treatment as a Substitution Request: If City determines that an item of equipment or material proposed by Contractor does not qualify as an “or-equal” item, Contractor may request that
City consider the item a proposed substitution pursuant to Paragraph 7.07.
7.07 Substitutions
A. Contractor’s Request; Governing Criteria: Unless the specification or description of an item of equipment or material required to be furnished under the Contract Documents contains or
is followed by words reading that no substitution is permitted, Contractor may request that City permit the use of other items of equipment or material under the circumstances described below. To the extent possible such requests must be made before commencement of related
Work at the Site.
1. Contractor shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is functionally equivalent to that named and an acceptable substitution therefor. City will not accept requests for review of proposed substitute items of equipment or material from anyone other than Contractor.
2. The requirements for review by City will be as set forth in Paragraph 7.07.B, as supplemented by the Specifications, and as City may decide is appropriate under the
circumstances.
3. Contractor shall make written application to City for review of a proposed substitute item of equipment or material that Contractor seeks to furnish or use. The application shall comply with Section 01 25 00 and:
a. will certify that the proposed substitute item will:
1) perform adequately the functions and achieve the results called for by the general design;
2) be substantially similar in substance to the item specified; and
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
466
00 72 00 GENERAL CONDITIONS Page 26 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
3) be well-suited to the same use as the item specified.
b. will state:
1) the extent, if any, to which the use of the proposed substitute item will adversely impact Contractor’s achievement of Final Acceptance on or before the Contract Time;
2) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with City for other work on the Project) to adapt the design to the proposed substitute item; and
3) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty.
c. will identify:
1) all variations of the proposed substitute item from the item specified; and
2) available engineering, sales, maintenance, repair, and replacement services.
d. will contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including but not limited to changes in
Contract Price, shared savings, costs of redesign, and Damage Claims of other contractors affected by any resulting change.
B. City’s Evaluation and Determination: City will be allowed a reasonable time to evaluate each substitution request. City may require Contractor to furnish additional data about the proposed
substitute item. City will be the sole judge of acceptability. No substitute will be ordered, furnished, installed, or utilized until City’s review is complete and City determines that the proposed item is an acceptable substitution. City’s approval determination will be evidenced
by a Change Order accounting for the substitution itself and all related impacts, including changes in Contract Price or Contract Time. City will advise Contractor in writing of any denial determination.
C. Special Guarantee: City may require Contractor to furnish at Contractor’s expense a special performance guarantee or other surety with respect to any substitution. Contractor shall
indemnify and hold harmless City and its officers, elected and appointed officials,
employees, agents, consultants and subcontractors and anyone directly or indirectly
employed by them from and against any and all claims, damages, losses and expenses
(including attorney’s fees) arising out of or relateds to the use of substituted materials or
equipment.
D. Reimbursement of City’s Cost: City will record City’s costs in evaluating a substitution proposed or submitted by Contractor. Whether or not City approves a substitute so proposed or submitted by Contractor, Contractor shall reimburse City for evaluating each such proposed substitute. Contractor shall also reimburse City for the charges for making changes in the Contract Documents (or in the provisions of any other direct contract with City) resulting from
the acceptance of each proposed substitute.
E. Contractor’s Expense: Contractor shall provide all data in support of any proposed substitute at Contractor’s expense.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
467
00 72 00 GENERAL CONDITIONS Page 27 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
F. City Substitution Reimbursement: Cost savings attributable to acceptance of a substitution shall be paid to City by Contractor by an appropriate Change Order decreasing the Contract Price.
G. Effect of City’s Determination: If City approves the substitution request, Contractor shall
execute the proposed Change Order and proceed with the substitution. The City’s denial of a substitution request will be final and binding, and may not be reversed through an appeal under any provision of the Contract. Contractor may challenge the scope of reimbursement costs imposed under Paragraph 7.07.D, by timely submittal of a Change Order.
7.08 Concerning Subcontractors and Suppliers
A. Contractor shall perform with its own organization, and with the assistance of workmen under its immediate superintendence, work of a value not less than 35% of the Contract Price, unless
otherwise approved by the City.
B. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether
initially or as a replacement, against whom City may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection, except as provided in Paragraph 7.08.C. The Contractor’s retention of a Subcontractor or Supplier for the performance of parts of the Work will not relieve Contractor’s obligation to City to perform and complete the Work in accordance with the Contract.
C. The City may require the use of specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work , and will provide such requirements in the Supplementary Conditions.
D. Contractor shall provide to City as part of the Bid, the identity of all proposed Subcontractors
and Suppliers. Such proposed Subcontractor or Supplier shall be deemed acceptable to City unless City raises a substantive, reasonable objection prior to execution of the Agreement.
E. Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors,
Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor just as Contractor is responsible for Contractor’s own acts and omissions. Nothing in the Contract:
1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or
entity any contractual relationship between City and any such Subcontractor, Supplier or other individual or entity; nor
2. shall create any obligation on the part of City to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations.
F. No acceptance by City of any such Subcontractor or Supplier, whether initially or as a replacement, will constitute a waiver of the right of City to the completion of the Work in accordance with the Contract Documents, Contract Price and Contract Time.
G. Contractor shall be solely responsible for scheduling and coordinating the tasks of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of
the Work under a direct or indirect contract with Contractor.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
468
00 72 00 GENERAL CONDITIONS Page 28 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
H. All Work performed for Contractor by a Subcontractor or Supplier must be pursuant to an appropriate contractual agreement that specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract for the benefit of City. Contractor must comply
with all applicable federal, state, and local laws, statutes, ordinances or regulations, including but not limited to immigration laws, workers compensation laws and wage laws, in the hiring of any Subcontractor or Supplier and shall ensure that each Subcontractor or Supplier has the
same obligations.
I. Contractor shall restrict all Subcontractors and Suppliers from communicating with City, except through Contractor or in case of an emergency, or as otherwise expressly allowed in
this Contract.
7.09 Wage Rates
A. Duty to pay Prevailing Wage Rates: The Contractor shall comply with all requirements of Chapter 2258, Texas Government Code (as amended), including the payment of not less than the rates determined by the City Council of the City of Denton to be the prevailing wage rates in accordance with Chapter 2258. The then current prevailing wage rates at the time of execution of the Agreement are included in these Contract Documents.
B. Penalty for Violation: A Contractor or any Subcontractor who does not pay the prevailing wage shall, upon demand made by the City, pay to the City $60 for each worker employed for each calendar day or part of the day that the worker is paid less than the prevailing wage rates stipulated in these contract documents. This penalty shall be retained by the City to offset its
administrative costs, pursuant to Texas Government Code Section 2258.023.
C. Complaints of Violations and City Determination of Good Cause: On receipt of information, including a complaint by a worker, concerning an alleged violation of Section 2258.023, Texas Government Code, by a Contractor or Subcontractor, the City shall make an initial determination, before the 31st day after the date the City receives the information, as to whether good cause exists to believe that the violation occurred. The City shall notify in
writing the Contractor or Subcontractor and any affected worker of its initial determination. Upon the City’s determination that there is good cause to believe the Contractor or Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by the
claimant or claimants as the difference between wages paid and wages due under the prevailing wage rates, such amounts being retained from successive progress payments pending a final determination of the violation.
D. Arbitration Required if Violation Not Resolved: An issue relating to an alleged violation of Section 2258.023, Texas Government Code, including a penalty owed to the City or an affected worker, shall be submitted to binding arbitration in accordance with the Texas General Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or Subcontractor and any affected worker does not resolve the issue by agreement before the 15th day after the date the City makes its initial determination pursuant to Paragraph 7.09.C. If the
persons required to arbitrate under this section do not agree on an arbitrator before the 11th day after the date that arbitration is required, a district court shall appoint an arbitrator on the petition of any of the persons. The City is not a party in the arbitration. The decision and
award of the arbitrator is final and binding on all parties and may be enforced in any court of competent jurisdiction.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
469
00 72 00 GENERAL CONDITIONS Page 29 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. Records to be Maintained: The Contractor and each Subcontractor shall, for a period of three (3) years following the date of Final Acceptance, maintain records that show (i) the name and occupation of each worker employed by the Contractor in the construction of the Work
provided for in this Contract; and (ii) the actual per diem wages paid to each worker. The records shall be available in Denton County, Texas at all reasonable hours for inspection by the City. The provisions of Paragraph 7.23, Right to Audit, shall pertain to this inspection.
F. Progress Payments: With each progress payment request or payroll period, whichever is less, the Contractor shall submit an affidavit stating that the Contractor has complied with the requirements of Chapter 2258, Texas Government Code.
G. Posting of Wage Rates: The Contractor shall post prevailing wage rates in a conspicuous place
at the Site at all times.
H. Subcontractor Compliance: The Contractor shall include in its subcontracts and/or shall otherwise require all of its Subcontractors to comply with Paragraphs 7.09.A through 7.09.G.
7.10 Patent Fees and Royalties
A. Contractor shall pay all patent or license fees and royalties and pay all costs incident to the use
in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others.
If an invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any patent or license fee or royalty to others, the existence of such rights will be disclosed in the Contract Documents. Failure of the City to disclose such information does not relieve the Contractor from its obligations to pay said fees or, royalties or costs to others.
B. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS,
CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS CITY, AND ITS
OFFICERS, ELECTED AND APPOINTED OFFICIALS, DIRECTORS, MEMBERS,
PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUBCONTRACTORS OF
EACH AND ANY OF THEM, FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES,
AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES
OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND
ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS)
ARISING OUT OF OR RELATING TO ANY INFRINGEMENT OF PATENT RIGHTS
OR COPYRIGHTS INCIDENT TO THE USE IN THE PERFORMANCE OF THE WORK
OR RESULTING FROM THE INCORPORATION IN THE WORK OF ANY
INVENTION, DESIGN, PROCESS, PRODUCT, OR DEVICE.
7.11 Permits and Utilities
A. Contractor obtained permits and licenses. Unless otherwise expressly provided in the Contract Documents, Contractor shall obtain and pay for all construction permits and licenses. City shall provide reasonable assistance to Contractor, if necessary, in obtaining such permits and
licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work applicable at the time the Notice of Award is issued, except for permits provided by the City as specified in Paragraph 7.11.B. City shall pay the charges of utility service providers for connections for providing permanent service to the Work.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
470
00 72 00 GENERAL CONDITIONS Page 30 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
B. City obtained permits and licenses. City will obtain and pay for those permits and licenses identified as City’s responsibility in the Supplementary Conditions or Contract Documents. It will be the Contractor’s responsibility to comply with and carry out the provisions of the
permit. If the Contractor initiates changes to the Contract and the City approves the changes, the Contractor is responsible for obtaining clearances and coordinating with the appropriate regulatory agency. relating to the changes. The City will not reimburse the Contractor for any
cost associated with the requirements of any City acquired permit. The following are permits the City will obtain if required:
1. Texas Department of Transportation Permits
2. U.S. Army Corps of Engineers Permits
3. Texas Commission on Environmental Quality Permits
4. Railroad Company Permits
5. Texas Department of Licensing and Regulation (TDLR) Permits
C. Outstanding permits and licenses. Any outstanding permits and licenses are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding permits and licenses.
7.12 Taxes
A. On issuance of a Notice of Award by the City, an organization which qualifying for exemption
pursuant to Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rent or lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to hisits Supplier an exemption certificate in lieu of the tax, said exemption
certificate to comply with State Comptroller’s Rulings applicable to Texas Tax Code, Subchapter H. Any such exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall comply with all applicable rulings pertaining to the Texas Tax Code,
Subchapter H.
B. Texas tax permits and information may be obtained from:
1. Comptroller of Public Accounts Sales Tax Division
Capitol Station Austin, TX 78711; or
2. http://www.window.state.tx.us/taxinfo/taxforms/93-forms.html
7.13 Laws and Regulations
A. Contractor shall give all notices required by and shall comply with all Laws and Regulations
applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, City shall not be responsible for monitoring Contractor’s compliance with any Laws and Regulations.
B. If Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws and Regulations, Contractor shall be liable for all resulting claims, costs losses, and damages, and shall indemnify and hold harmless City, and its officers, elected
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
471
00 72 00 GENERAL CONDITIONS Page 31 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
and appointed officials, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work or other action.
C. Changes in Laws and Regulations not known at the time of the City’s issuance of a Notice of
Award having an effect on the cost or time of performance of the Work may be the subject of an adjustment in Contract Price or Contract Time.
7.14 Record Documents
A. Contractor shall maintain in a safe place at the Site one printed record copy of all Drawings,
Specifications, Addenda, Change Orders, Field Orders, written interpretations and clarifications, and approved Shop Drawings. Contractor shall keep such record documents in good order and annotate them to show changes made during construction. Contractor shall
include accurate locations for buried and imbedded items. These record documents, together with all approved Samples, will be available to City for reference. Upon completion of the Work, Contractor shall deliver these record documents to City prior to Final Inspection.
7.15 Safety and Protection
A. As between City and Contractor, Contractor shall be responsible for the safety of persons and property in the performance of the Work, for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work and for compliance with applicable
safety Laws and Regulations.
B. Contractor shall designate a qualified and experienced safety representative whose duties and responsibilities are the prevention of Work-related accidents and the maintenance and supervision of safety precautions and programs. Contractor shall inform the City in writing of Contractor’s designated safety representative at the Site.
C. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:
1. all persons on the Site or who may be affected by the Work;
2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and
3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction.
D. All damage, injury, or loss to any property referred to in Paragraph 7.1515.C.2 or 7.1515.C.3
caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be the responsibility of and remedied by Contractor at its expense.
E. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss;
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
472
00 72 00 GENERAL CONDITIONS Page 32 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
and shall implement, erect and maintain all necessary safeguards for such safety and protection.
F. Contractor shall notify City; the owners of adjacent property; the owners of Underground
Facilities and other utilities (if the identity of such owners is known to Contractor); and other contractors and utility owners performing work at or adjacent to the Site, in writing, when Contractor knows that prosecution of the Work may affect them, and shall cooperate with
them in the protection, removal, relocation, and replacement of their property or work in progress.
G. Contractor shall comply with the applicable requirements of City’s safety programs, if any.
H. Contractor shall inform City in advance in writing of the specific requirements of Contractor’s
safety program with which City’s and Engineer’s employees and representatives must comply while at the Site.
I. Contractor’s duties and responsibilities for safety and protection will continue until all the Work is completed and City has issued a Letter of Final Acceptance.
J. Contractor’s duties and responsibilities for safety and protection will resume whenever Contractor or any Subcontractor or Supplier returns to the Site to fulfill warranty or correction obligations, or to conduct other tasks arising from the Contract Documents.
7.16 Hazard Communication Programs
A. Contractor shall be responsible for coordinating any exchange of safety data sheets (formerly known as material safety data sheets) or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with
Laws and Regulations.
7.17 Emergencies and/or Rectification
A. In the event of threatened or actual emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to immediately act to prevent damage, injury, or loss. Contractor shall give City prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused by an emergency or are required as a result of Contractor’s response to an emergency. If City determines that a change in the Contract Documents is required because of an emergency or Contractor’s response, a Change Order may be issued.
B. Should the Contractor fail to respond to a request from the City to rectify any discrepancies, omissions, or correction necessary to conform with the requirements of the Contract Documents, the City shall give the Contractor written notice that such work or changes are to be performed. The written notice shall direct attention to the discrepant condition and request the Contractor to take remedial action to correct the condition. In the event the Contractor does not take proper action within 24 hours to fulfill this written request or fails
to show just cause for not taking the proper action, within 24 hours, the City may take such remedial action with City resources or by contract. The City shall deduct an amount equal to the entire cost for such remedial action, plus 25% from any funds due or to become due the
Contractor on the Project.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
473
00 72 00 GENERAL CONDITIONS Page 33 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
7.18 Submittals
A. Submittal Procedures for Shop Drawings and Samples: Contractor shall submit required Submittals to City for review and acceptance in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.03).
1. Contractor shall submit the Submittals in accordance with Section 01 33 00 of the General Requirements.
2. Data shown on the Submittals must be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to demonstrate to City the services, materials, and equipment Contractor proposes to provide, and to enable City to review the information for the limited purposes required by Paragraph 7.18.C.
3. Submittals reviewed and accepted by City for conformance with the design concept shall
be executed in conformity with the Contract Documents unless otherwise required by City.
4. When Submittals are submitted for the purpose of showing the installation in greater detail, their review shall not excuse Contractor from requirements shown on the Drawings
and Specifications.
5. For-Information-Only submittals upon which the City is not expected to conduct a review or take responsive action may be so identified in the Contract Documents.
6. Contractor shall submit the required number of Samples specified in the Specifications.
7. Contractor shall clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which it is intended and other data as City may require to enable City to review the Submittal for the limited purposes set forth in Paragraph 7.18.C.
B. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any
related Work performed prior to City’s review and acceptance of the pertinent submittal will be at the sole risk, expense and responsibility of Contractor.
C. City’s Review
1. City will provide timely review of Submittals in accordance with the accepted Schedule of Submittals. City’s review and acceptance will be to determine if the items covered by the Submittals will, after installation or incorporation in the Work, comply with the requirements of the Contract Documents, and be compatible with the design concept of
the completed Project as a functioning whole as indicated by the Contract Documents.
2. City’s review and acceptance will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence or procedure of construction is specifically and expressly called for by the Contract Documents), or to safety precautions or programs incident thereto.
3. City’s review and acceptance of a separate item as such will not indicate approval of the assembly in which the item functions.
4. City’s review and acceptance of a Submittal will not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Section 01 33 00 of the General
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
474
00 72 00 GENERAL CONDITIONS Page 34 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Requirements, and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal.
5. City’s review and acceptance of a Submittal will not relieve Contractor from
responsibility for complying with the requirements of the Contract Documents.
6. City’s review and acceptance of a Submittal, or of a variation from the requirements of the Contract Documents, will not, under any circumstances, change the Contract Time or Contract Price, unless such changes are included in a Change Order.
7. Neither City’s receipt, review, or acceptance of a Submittal will result in such item becoming a Contract Document.
8. Contractor shall perform the Work in compliance with the requirements and commitments set forth in accepted Submittals, subject to the provisions of Section 01 33
00 of the General Requirements.
7.19 Continuing the Work
A. Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with City. No Work shall be delayed or
postponed pending resolution of any disputes or disagreements, except as City and Contractor may otherwise agree in writing.
7.20 Contractor’s General Warranty and Guarantee
A. Contractor warrants and guarantees to City that all Work will be in accordance with the Contract Documents and will not be defective. City and its officers, elected and appointed officials, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on Contractor’s warranty and guarantee.
B. Contractor’s warranty and guarantee hereunder excludes defects or damage caused by:
1. abuse, or improper modification, maintenance, or operation, by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or
2. normal wear and tear under normal usage.
C. Contractor’s obligation to perform and complete the Work in accordance with the Contract Documents is absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents, a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents, or a release of Contractor’s warranty and guarantee under this Paragraph 7.20:
1. Observations by Engineer or City;
2. Recommendation by Engineer or payment by City of any progress or final payment;
3. The issuance of a letter or certificate of Final Acceptance by City or any payment related thereto by City;
4. Use or occupancy of the Work or any part thereof by City;
5. Any review and acceptance of a Submittal by City;
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
475
00 72 00 GENERAL CONDITIONS Page 35 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
6. Any inspection, test, or acceptance by others; or
7. Any correction of defective Work by City.
D. The Contractor shall remedy any defects or damages in the Work and pay for any damage to other work or property resulting therefrom which shall appear within a period of two (2) years from the date of Final Acceptance of the Work unless a longer period is specified. Contractor shall furnish a good and sufficient maintenance bond, complying with the requirements of Paragraph 6.02.B. The City will give notice of observed defects with reasonable promptness.
7.21 Indemnification
A. CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, THE CITY, ITS OFFICERS,
ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AGENTS,
CONSULTANTS AND SUBCONTRACTORS AND ANYONE DIRECTLY OR
INDIRECTLY EMPLOYED BY THEM , FROM AND AGAINST ANY AND ALL
CLAIMS FOR PERSONAL OR BODILY INJURY OR DEATH, ARISING OUT OF
OR RELATED TO, OR ALLEGED TO ARISE OUT OF OR BE RELATED TO, THE
WORK AND SERVICES TO BE PERFORMED BY THE CONTRACTOR, ITS
OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, LICENSEES OR
INVITEES UNDER THESE CONTRACT DOCUMENTS. THIS INDEMNIFICATION
PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE
EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES
BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT,
OMISSION OR NEGLIGENCE OF THE CITY. OR ITS OFFICERS, ELECTED OR
APPOINTED OFFICIALS, EMPLOYEES, AGENTS, CONSULTANTS OR
SUBCONTRACTORS OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY
THEM. THIS INDEMNITY PROVISION IS INTENDED TO INCLUDE, WITHOUT
LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES
INCURRED IN DEFENDING AGAINST SUCH CLAIMS AND CAUSES OF
ACTIONS.
B. CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY AND HOLD
HARMLESS, AT ITS OWN EXPENSE, THE CITY, ITS OFFICERS, ELECTED AND
APPOINTED OFFICIALS, EMPLOYEES, AGENTS, CONSULTANTS AND
SUBCONTRACTORS AND ANYONE DIRECTLY OR INDIRECTLY EMPLOYED
BY THEM FROM AND AGAINST ANY AND ALL LOSS, DAMAGE OR
DESTRUCTION OF PROPERTY OF THE CITY, ARISING OUT OF OR RELATED
TO, OR ALLEGED TO ARISE OUT OF OR BE RELATED TO, THE WORK AND
SERVICES TO BE PERFORMED BY THE CONTRACTOR, ITS OFFICERS,
AGENTS, EMPLOYEES, SUBCONTRACTORS, LICENSEES OR INVITEES
UNDER THIS CONTRACT. THIS INDEMNIFICATION PROVISION IS
SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS
ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING
SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR
NEGLIGENCE OF THE CITY OR ITS OFFICERS, ELECTED OR APPOINTED
OFFICIALS, EMPLOYEES, AGENTS, CONSULTANTS OR SUBCONTRACTORS
OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
476
00 72 00 GENERAL CONDITIONS Page 36 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
7.22 Delegation of Professional Design Services
A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor’s responsibilities for construction means,
methods, techniques, sequences and procedures.
B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents,
City will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided pursuant to the professional standard of care by a properly licensed design professional, whose signature and seal must appear on
all drawings, calculations, specifications, certifications, and Submittals prepared by such design professional. Such design professional must issue all certifications of design required by Laws and Regulations.
C. If a Submittal related to the requirements indicated in Paragraph 7.22.B is prepared by Contractor, a Subcontractor, or others for submittal to City, then such Submittal must bear the written approval of Contractor’s design professional when submitted by Contractor to City.
D. City shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, and approvals performed or provided by the design professionals retained or employed by Contractor under the conditions indicated in Paragraph 7.22.B, subject to the professional standard of care and the performance and design criteria stated in the Contract
Documents.
E. Pursuant to this Paragraph 7.22, City’s review, acceptance, and other determinations regarding design drawings, calculations, specifications, certifications, and other Submittals furnished by Contractor pursuant to the conditions indicated in Paragraph 7.22.B, will be only for the following limited purposes:
1. Checking for conformance with the requirements of this Paragraph 7.22;
2. Confirming that Contractor (through its design professionals) has used the performance
and design criteria specified in the Contract Documents; and
3. Establishing that the design furnished by Contractor is consistent with the design concept expressed in the Contract Documents.
7.23 Right to Audit
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract during the term of the Contract and for five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be made available, in Denton County, Texas within ten (10) Business Days of City’s written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within Denton County, Texas. Except as otherwise provided herein, the cost of the audit will be borne by the City
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
477
00 72 00 GENERAL CONDITIONS Page 37 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
unless the audit reveals an overpayment of 1% or greater. If the City is undertaking an audit or inspection pursuant to Paragraph 7.09 or if an overpayment of 1% or greater occurs, the City’s reasonable cost of the audit, including any travel costs, must be paid by the Contractor within five (5) Business Days of receipt of City’s invoice for such costs.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document.
7.24 Nondiscrimination
A. The City is responsible for operating Public Transportation Programs and implementing transit-related projects, funded in part with Federal financial assistance awarded by the U.S. Department of Transportation and the Federal Transit Administration (FTA), without
discriminating against any person in the United States on the basis of race, color, or national origin.
B. Contractor shall comply with the requirements of Title VI, Civil Rights Act of 1964 as amended and the regulations promulgated thereunder, as may be further defined in the Supplementary Conditions, for any project receiving Federal assistance.
ARTICLE 8 – OTHER WORK AT THE SITE
8.01 Other Work
A. In addition to and apart from the Work under the Contract Documents, the City may perform
other work at or adjacent to the Site. Such other work may be performed by City’s employees, or through contracts between the City and third parties. City may also arrange to have third-party utility owners perform work on their utilities and facilities at or adjacent to the Site.
B. If City performs other work at or adjacent to the Site with City’s employees, or through contracts for such other work, then City shall give Contractor written notice thereof prior to starting any such other work, if such other work is not noted in the Contract Documents.
C. Contractor shall afford proper and safe access to the Site to each contractor that performs such other work, each utility owner performing other work, and City, if City is performing other work with City’s employees, and provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work.
D. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of City and the others whose work will be affected.
E. If the proper execution or results of any part of Contractor’s Work depends upon work performed by others, Contractor shall inspect such other work and promptly report to City in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as fit and proper for integration with
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
478
00 72 00 GENERAL CONDITIONS Page 38 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Contractor’s Work except for latent defects and deficiencies in such other work that could not have been discovered through a proper inspection.
F. The provisions of this Article 8 are not applicable to work that is performed by third-party
utilities or other third-party entities without a contract with City, or that is performed without having been arranged by City. If such work occurs, then any related delay, disruption, or interference incurred by Contractor is governed by the provisions of Paragraph 4.03.D.3.
8.02 Coordination
A. If City intends to contract with others for the performance of other work at or adjacent to the Site, to perform other work at or adjacent to the Site with City’s employees, or to arrange to have utility owners perform work at or adjacent to the Site, the following will be set forth in
the Supplementary Conditions or provided to Contractor prior to the start of any such other work:
1. The identity of the individual or entity that will have authority and responsibility for coordination of the activities among the various contractors;
2. An itemization of the specific matters to be covered by such authority and responsibility; and
3. The extent of such authority and responsibilities.
B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for such
coordination.
8.03 Legal Relationships
A. Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with the work of City, any other contractor, or any utility owner
performing other work at or adjacent to the Site.
1. When City is performing other work at or adjacent to the Site with City’s employees, Contractor shall be liable to City for damage to such other work, and for the reasonable direct delay, disruption, and interference costs incurred by City as a result of Contractor’s failure to take reasonable and customary measures with respect to City’s other work.
B. If Contractor damages, delays, disrupts, or interferes with the work of any other contractor, or any utility owner performing other work at or adjacent to the Site, through Contractor’s failure
to take reasonable and customary measures to avoid such impacts, or if any Damage Claim arising out of Contractor’s actions, inactions, or negligence in performance of the Work at or adjacent to the Site is made by any such other contractor or utility owner against Contractor,
City, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties through negotiations with such other contractor or utility owner, or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law, and (2) indemnify, defend and
hold harmless City and Engineer, and the officers, elected and appointed officials, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claims, and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such damage, delay, disruption, or interference.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
479
00 72 00 GENERAL CONDITIONS Page 39 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 9 – CITY’S RESPONSIBILITIES
9.01 Communications to Contractor
A. Except as otherwise provided in the Supplementary Conditions, City shall issue all communications to Contractor.
9.02 Furnish Data
A. City shall promptly furnish the data required of City under the Contract Documents.
9.03 Pay When Due
A. City shall make payments to Contractor when they are due in accordance with and subject to the provisions of Article 14.
9.04 Lands and Easements; Reports, Tests, and Drawings
A. City’s duties with respect to providing lands and easements are set forth in Paragraph 5.01.
B. Article 5 refers to City’s identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions at the Site, and drawings of physical conditions relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by City in preparing the Contract Documents.
9.05 Change Orders
A. City’s responsibilities with respect to Change Orders are set forth in Article 11.
9.06 Inspections, Tests, and Approvals
A. City’s responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.02.DD.
9.07 Limitations on City’s Responsibilities
A. The City shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. City will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract
Documents.
9.08 Undisclosed Hazardous Environmental Condition
A. City’s responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 5.06.
9.09 Compliance with Safety Program
A. While at the Site, City’s employees and representatives shall comply with the specific
applicable requirements of Contractor’s safety programs of which City has been informed in advance in writing pursuant to Paragraph 7.15.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
480
00 72 00 GENERAL CONDITIONS Page 40 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 10 – CITY’S OBSERVATION DURING CONSTRUCTION
10.01 City’s Project Manager or Duly Authorized Representative
A. City will provide a Project Manager or duly authorized representative during the construction period. The duties and responsibilities and the limitations of authority of City’s Project Manager or duly appointed representative during construction are set forth in the Contract Documents.
B. City’s Project Manager for these Contract Documents is as set forth in the Supplementary Conditions. City will establish a duly authorized representative at the Preconstruction Meeting in accordance with Section 01 31 19 of the General Requirements.
10.02 Visits to Site
A. City will make visits to the Site at intervals appropriate to the various stages of construction as City deems necessary in order to observe the progress that has been made and the quality
of the various aspects of Contractor’s executed Work. Based on information obtained during such visits and observations, City will determine, in general, if the Work is proceeding in accordance with the Contract Documents. City will not be required to make exhaustive or
continuous inspections on the Site to check the quality or quantity of the Work. City’s efforts will be directed toward providing City a greater degree of confidence that the completed Work
will conform generally to the Contract Documents.
B. City’s visits and observations are subject to all the limitations on City’s responsibility set forth in Paragraph 99.07. Particularly, but without limitation, during or as a result of City’s visits or observations of Contractor’s Work, City will not supervise, direct, control, or have authority
over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work.
10.03 Determinations for Work Performed
A. As applicable, Contractor will determine the actual quantities and classifications of Work performed.. City’s Project Manager or duly authorized representative will review with Contractor the preliminary determinations on such matters before rendering a written recommendation. City’s written decision will be final (except as modified to reflect changed factual conditions or more accurate data).
10.04 Decisions on Requirements of Contract Documents and Acceptability of Work
A. City will be the interpreter of the requirements of the Contract Documents and judge the
acceptability of the Work thereunder.
B. City will render a written decision on any issue referred.
C. City’s written decision on the issue referred will be final and binding on the Contractor, subject to the provisions of Paragraph 11.07.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
481
00 72 00 GENERAL CONDITIONS Page 41 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 11 – CHANGES ININ THE WORK; CLAIMS; EXTRA WORK
11.01 Amending and Supplementing the Contract
A. The Contract may be amended toto provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof, including in the Contract Price or Contract Time, but such amendment will be made by Change Order only.
B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work not involving a change in Contract Price or Contract Time, may be authorized, by one of the following ways:
1. A Field Order; or
2. City’s review of a Submittal (subject to the provisions of Paragraph 7.18.C); or
3. City’s written interpretation or clarification.
11.02 Execution of Change Orders
A. City and Contractor shall execute appropriate Change Orders covering:
1. Changes in the Contract Price or Contract Time which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed..
2. Changes in the Work which are: (a) ordered by City pursuant to Paragraph 11.04, (b) required because of City’s acceptance of defective Work under Paragraph 13.05 or City’s correction of defective Work under Paragraph 13.08, or (c) as otherwise agreed to by the parties.
11.03 Field Orders
A. City may authorize minor variations and deviations in changes in the Work if the changes do not involve an adjustment in the Contract Price or the Contract Time and are compatible with
the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such changes will be accomplished by a Field Order and will be binding on both the City and Contractor, which shall perform the Work involved promptly.
11.04 Authorized Changes in the Work – Extra Work
A. Without invalidating the Contract and without notice to any surety, City may, at any time or from time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall proceed with the Work involved only upon receiving written notice from City. Extra Work will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memorialized by a Change Order which may or may not precede an order of Extra Work.
B. For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field Order may be issued by City.
11.05 Unauthorized Changes in the Work
A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the
Contract Time with respect to any work performed that is not required by the Contract
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
482
00 72 00 GENERAL CONDITIONS Page 42 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Documents, as amended, modified, or supplemented as allowed herein, except in certain cases of an emergency as provided in Paragraph 7.17.A.
11.06 Dispute of Extra Work
A. Should a difference arise as to what does or does not constitute Extra Work, or as to the
payment for such Extra Work, and the City requires its performance, the Contractor shall proceed with the Extra Work after making written request for a Change Order and shall keep accurate account of the actual reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to Paragraph 11.07.
B. The Contractor shall furnish the City such records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a corrected
set of plans showing the actual work performed.
C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be the full, complete and final payment for all charges, fees and costs Contractor incurs as a result of or relating to the Extra Work, whether said charges, fees or costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any charges, fees or costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the Extra Work.
11.07 Contract Claims Process
A. City’s Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.08, shall be referred to the City for decision. A decision by City shall be required as a condition precedent to any exercise by Contractor of any rights or remedies he may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Contract Claims.
B. Notice:
1. Written notice stating the general nature of each Contract Claim shall be delivered by the Contractor to City no later than 15 days after the start of the event giving rise thereto. The responsibility to substantiate a Contract Claim shall rest with the party making the
Contract Claim.
2. Notice of the amount or extent of the Contract Claim, with supporting data shall be delivered to the City no later than 45 days after the start of the event giving rise thereto (unless the City notifies Contractor in writing that City will allow additional time for
Contractor to submit additional or more accurate data in support of such Contract Claim).
3. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 11.08.
4. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance
with the provisions of Paragraph 11.09.
5. Each Contract Claim shall be accompanied by Contractor’s written statement that the adjustment claimed is the entire adjustment to which the Contractor believes it is entitled
as a result of said event.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
483
00 72 00 GENERAL CONDITIONS Page 43 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
6. The City shall submit any response to the Contractor within 30 days after receipt of the Contractor’s last submittal (unless in connection with the Contract Claim (unless Contractor allows the City additional time to submit a response).
C. City’s Action: City will review each Contract Claim and, within 30 days after receipt of the
last submittal of the Contractor unless action by City’s Council is required, take one of the following actions in writing:
1. deny the Contract Claim in whole or in part;
2. approve the Contract Claim; or
3. notify the Contractor that the City is unable to resolve the Contract Claim if, in the City’s sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Contract Claim, such notice shall be deemed a denial.
D. City’s written action under this Paragraph 11.07 will be final and binding, unless City or
Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial.
E. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not submitted in accordance with this Paragraph 11.07.
F. If the City fails to take any action pursuant to this Paragraph 11.07, the Contract Claim is considered to have been denied by the City.
11.08 Change of Contract Price
A. The Contract Price may only be changed by a Change Order.
B. TheThe value of any Work covered by a Change Order will be determined as follows:
1. Where the Work involved is covered by unit prices contained in the Contract Documents, then by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 12.03);
2. Where the Work involved is not covered by unit prices contained in the Contract Documents, then by a mutually agreed lump sum or unit price (which may include an allowance for overhead and profit not necessarily in accordance with
Paragraph 11.08.C.2), and shall include the cost of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work; or
3. Where the Work involved is not covered by unit prices contained in the Contract Documents and the parties do not reach mutual agreement to a lump sum or unit price,
then on the basis of the Cost of the Work (determined as provided in Paragraph 12.01) plus a Contractor’s fee for overhead and profit (determined as provided in Paragraph 11.08.C).
C. Contractor’s Fee: The Contractor’s fee for overhead and profit will be determined as follows:
1. A mutually acceptable fixed fee; or
2. If a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work:
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
484
00 72 00 GENERAL CONDITIONS Page 44 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
a. For costs incurred under Paragraphs 12.01.B.1, 12.01.B.2, and 12.01.B.3, the Contractor’s fee will be 15 percent except for:
1) rental fees for Contractor’s own equipment; and
2) bonds and insurance;
b. For costs incurred under Paragraph 12.01.B.4, the Contractor’s fee will be 5 percent;
1) Where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 11.08.C.2.a and 11.08.C.2.b is that the Contractor’s fee will be based on: (1) a fee of 15
percent of the costs incurred under Paragraphs 12.01.B.1, 12.01.B.2, and 12.01.B.3 by the Subcontractor that actually performs the Work, at whatever tier, and (2) with respect to Contractor itself and to any Subcontractors of a tier
higher than that of the Subcontractor that actually performs the Work, a fee of 5 percent of the amount (fee plus underlying costs incurred) attributable to the next lower tier Subcontractor; provided, however, in no case shall the
cumulative total of fees paid be in excess of 25% of the Cost of the Work;
c. No fee will be payable on the basis of costs itemized under Paragraphs 12.01.B.5, 12.01.B.6, and 12.01.C;
d. The amount of credit to be allowed by Contractor to City for any change which
results in a net decrease in Cost of the Work will be the amount of the actual net decrease in Cost of the Work and a deduction of an additional amount equal to 5 percent of such actual net decrease in Cost of the Work; and
11.09 Change of Contract Time
A. The Contract Time may only be changed by a Change Order.
B. No extension of the Contract Time will be allowed under a Change Order for Extra Work or for claimed delay unless the Extra Work contemplated or claimed delay is shown to be on the critical path of the Project Schedule or Contractor can show by critical path method analysis how the Extra Work or claimed delay adversely affects the critical path.
C. Delay, disruption, and interference in the Work, and any related changes in Contract Time, are addressed in and governed by Paragraph 4.03.
11.10 Notification to Surety
A. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect the effect of any such change.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
485
00 72 00 GENERAL CONDITIONS Page 45 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
ARTICLE 12 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY
MEASUREMENT
12.01 Cost of the Work
A. Purposes for Determination of Cost of the Work: The term “Cost of the Work” means the sum of all costs necessary for the proper performance of the Work at issue, as further defined below. The provisions of this Paragraph 12.01 are used for two distinct purposes:
1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price, under cost-plus-fee, time-and-materials, or other cost-based terms; or
2. When needed to determine the value of a Change Order. When the value of any such adjustment is determined on the basis of Cost of the Work, Contractor is entitled only to those additional or incremental costs required because of the change in the Work or
because of the event giving rise to the adjustment.
B. Costs Included: The term, “Cost of the Work” means the sum of all costs, except those excluded in Paragraph 12.01.C, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work is covered by a Change Order, the
costs reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work. Such costs shall be in amounts no higher than those
calculated based on the prevailing wage rates contained in the Contract Documents, shall not include any of the costs itemized in Paragraph 12.01.C, and may include as applicable, but not be limited to the following items:
1. Payroll costs for employees in the direct employ of Contractor in the performance of the
Work under schedules of job classifications agreed upon by City and Contractor. Such employees shall include, without limitation, superintendents, foremen, safety managers, safety representatives, and other personnel employed full time on the Work. Payroll costs
for employees not employed full time on the Work will be apportioned on the basis of their time spent on the Work. Payroll costs shall include, salaries and wages plus the cost of fringe benefits, which include social security contributions, unemployment, excise, and payroll taxes, workers’ compensation, health and retirement benefits, sick leave, and vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours on Business Days, during Weekend Working Hours, or on a state or federal holiday observed by the City, shall be included in the above to the extent authorized by City.
2. Cost of all materials and equipment furnished and incorporated in the Work, including
costs of transportation and storage thereof, and Suppliers’ field services required in connection therewith.
3. Rentals of all construction equipment and machinery and the parts thereof, whether rented from Contractor or others, in accordance with rental agreements approved in writing by City, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental
agreements. and the Contract Documents. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
486
00 72 00 GENERAL CONDITIONS Page 46 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
4. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by City, Contractor shall obtain competitive bids from subcontractors acceptable to City . Contractor shall deliver such bids to City, which will then determine,
which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of the Work and fee will be determined in the same manner as Contractor’s Cost of the Work
and fee as provided in this Paragraph 12.01 and Paragraph 11.08.C.
5. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed or retained for services
specifically related to the Work and specifically included in the agreed upon schedule of job classifications referred to in Paragraph 12.01.B.1 or otherwise specifically included in the Contract.
6. Supplemental costs consisting of the following:
a. The proportion of necessary transportation, travel, and subsistence expenses of
Contractor’s employees incurred in discharge of duties connected with the Work.
b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, and temporary office or facilities at the Site, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor.
c. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, as imposed by Laws and Regulations, excluding those taxes for which an exemption is available as described in Paragraph 7.12.
d. Deposits lost for causes other than the negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of
them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses.
e. Losses and damages (and related expenses) caused by damage to the Work, not
compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work, provided such losses and damages have resulted from causes other than the negligence or willful misconduct of Contractor, any
Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses include settlements made with the written consent and approval of CityCity. No such losses, damages, and expenses
will be included in the Cost of the Work for the purpose of determining Contractor’s fee.
f. The cost of utilities, fuel, and sanitary facilities at the Site.
g. Minor expenses such as communication service at the Site, express and courier
services, and similar petty cash items in connection with the Work.
h. The costs of premiums for all bonds and insurance that Contractor is required by the Contract Documents to purchase and maintain.
C. Costs Excluded: The term Cost of the Work does not include any of the following items:
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
487
00 72 00 GENERAL CONDITIONS Page 47 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
1. Payroll costs and other compensation of Contractor’s officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel
employed by Contractor, whether at the Site or in Contractor’s principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 12.01.B.1 or otherwise
specifically covered in the Contract. The payroll costs and other compensation excluded here are to be considered administrative costs covered by the Contractor’s fee.
2. Expenses of Contractor’s principal and branch offices other than Contractor’s office at
the Site.
3. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Work and charges against Contractor for delinquent payments.
4. Costs due to the acts, omissions, negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.
5. Other overhead or general expense costs of any kind.
D. Contractor’s Fee
1. When the Work as a whole is performed on the basis of cost-plus-a-fee, then:
a. Contractor’s fee for the Work set forth in the Contract Documents as of the Effective Date of the Agreement will be determined as set forth in the Contract.
b. for any Work covered by a Change Order for an adjustment in Contract Price on the basis of Cost of the Work, Contractor’s fee will be determined as set forth in Paragraph 11.08.C.
2. When the Work as a whole is performed on the basis of a stipulated sum, or any other basis other than cost-plus-a-fee, then Contractor’s fee for any Work covered by a Change Order forfor an adjustment in Contract Price on the basis of Cost of the Work will be determined in accordance with Paragraph 11.08.C.2.
E. Documentation and Audit: Whenever the Cost of the Work for any purpose is to be determined pursuant to this Article 12, Contractor and pertinent Subcontractors will establish and maintain records of the costs in accordance with generally accepted accounting practices, and submit in
a form acceptable to City an itemized cost breakdown together with supporting data. Subject to prior written notice, City will be afforded reasonable access, during normal business hours, to all Contractor’s accounts, records, books, correspondence, instructions, drawings, receipts,
vouchers, memoranda, and similar data relating to the Cost of the Work and Contractor’s fee. Contractor shall preserve all such documents for a period of three years after the final payment by City. Contractor will be responsible for ensuring that pertinent Subcontractors will afford such access to City, and preserve such documents, to the same extent as is required of Contractor.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
488
00 72 00 GENERAL CONDITIONS Page 48 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
12.02 Allowances
A. Specified Allowance: It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to City.
B. Cash Allowances: Contractor agrees that:
1. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and
2. Contractor’s costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances, have been included in the Contract Price and not in the allowances, and no demand for additional payment for
any of the foregoing will be valid.
C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of City.
D. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due Contractor for Work covered by allowances, and the Contract Price will be correspondingly adjusted.
12.03 Unit Price Work
A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work,
initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work multiplied by the estimated quantity of each item as indicated in the Agreement.
B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the
purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by City subject to the provisions of Paragraph 10.03.
C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor’s overhead and profit for each separately identified item. Work described in the Contract Documents, or reasonably inferred as required for a functionally complete
installation, but not identified in the listing of unit price items shall be considered incidental to Unit Price Work listed and the cost of incidental work included as part of the unit price.
D. Adjustments in Contract Price
1. City may make an adjustment in the Contract Price in accordance with Paragraph 11.08 if:
a. the quantity of the item of Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and
b. there is no corresponding adjustment with respect to any other item of Work.
2. Adjusted unit prices will apply to all units of that item.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
489
00 72 00 GENERAL CONDITIONS Page 49 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. Increased or Decreased Quantities: The City reserves the right to order Extra Work in accordance with Paragraph 11.04.
1. If the changes in quantities or the alterations do not significantly change the character of the Work under the Contract Documents, the altered Work will be paid for at the Contract
unit price.
2. If the changes in quantities or alterations materially and significantly change the character of the Work, the Contract will be amended by a Change Order.
3. If no unit prices exist, thisany increase or decrease in quantities will be considered Extra Work and the Contract will be amended by a Change Order in accordance with Article 11.
4. A significant change in the character of Work occurs when:
a. the character of work for any Item as altered differs materially or significantly in kind
or nature from that in the Contract; or
b. a Major Item of work varies by more than 25% from the original Contract quantity.
5. When the quantity of work to be done under any Major Item of the Contract is more than 125% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price on the portion of the work that is above 125%.
6. When the quantity of work to be done under any Major Item of the Contract is less than 75% of the original quantity stated in the Contract, then either party to the Contract may
request an adjustment to the unit price.
12.04 Plans Quantity Measurement for Unclassified Excavation or Embankment
A. Plans quantities may or may not represent the exact quantity of Work performed or material moved, handled, or placed during the term of the Contract. The estimated bid quantities are designated as final payment quantities, unless revised in accordance with the Contract.
B. If the total actual quantity measured for an individual item varies by more than 25% (or as stipulated under “Price and Payment Procedures” for specific Items) from the total estimated quantity for an individual Item originally shown in the Contract Documents, an adjustment may be made to the quantity of authorized Work done for payment purposes. The party to the Contract requesting the adjustment will provide field measurements and calculations showing the final quantity for which payment will be made. Payment for revised quantity will be made
at the unit price bid for that Item, except as provided for in Article 11.
C. When quantities are revised by a change in design approved by the City, by Change Order, or to correct an error, or to correct an error on the plans, the plans quantity will be increased or decreased by the amount identified in the approved change, and the 25% variance provisions of Paragraph 12.04.B will apply to the new plans quantity.
D. If the total Contract quantity multiplied by the unit price bid for an individual Item is less than $250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans quantity Item if the City and Contractor agree in writing to fix the final quantity as a plans quantity.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
490
00 72 00 GENERAL CONDITIONS Page 50 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
E. For callout work or non-site specific Contracts, the plans quantity measurement requirements are not applicable.
ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF
DEFECTIVE WORK
13.01 Access to Work
A. City and its Engineer, consultants, representatives, employees, and independent testing laboratories, and authorities having jurisdiction shall have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s safety procedures and programs so that they may comply with such procedures and programs as applicable.
13.02 Tests and Inspections
A. Contractor shall give City timely notice of readiness of the Work (or specific parts thereof) for
all required inspections and tests and shall cooperate with inspection and testing personnel to facilitate required inspections and tests.
B. If the Contract Documents or any Laws and Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish City the required certificates of
inspection, testing or approval, except that those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall will be paid as described in the Supplementary Conditions.
C. Contractor shall be responsible for arranging, obtaining, and paying for all inspections, tests,
re-tests, and approvals required:
1. by the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to City;
2. to attain City’s acceptance of materials or equipment to be incorporated in the Work;
3. by manufacturers of equipment furnished under the Contract Documents;
4. for testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; and
5. for acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor’s purchase thereof for incorporation in the Work.
Such inspections and tests will be performed by independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to City.
D. City may arrange for the services of an independent testing laboratory (“Testing Lab”) to
perform any inspections or tests (“Testing”) for any part of the Work, as determined solely by City.
1. City will coordinate such Testing to the extent possible, with Contractor;
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
491
00 72 00 GENERAL CONDITIONS Page 51 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
2. Should any Testing under this Section 13.03.D result in a “fail”, “did not pass” or other similar negative result, the Contractor shall be responsible for paying for any and all retests. Contractor’s cancellation without cause of City initiated Testing shall be deemed
a negative result and require a retest.
3. Any amounts owed for any retest under this Section 13.02.D shall be paid directly to the Testing Lab by Contractor. City will forward all invoices for retests to Contractor.
4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the
Testing Lab is paid.
E. If the Contract Documents require the Work (or part thereof) to be approved by City or another designated individual or entity, then Contractor shall assume full responsibility for seeking and obtaining such approvals.
F. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without the written approval of City, Contractor shall, if requested by City, uncover such Work for observation. Such uncovering and the recovering of such Work will be at
Contractor’s expense.
13.03 Defective Work
A. Contractor’s Obligation: It is Contractor’s obligation to assure that the Work is not defective.
B. City’s Authority: City has the authority to determine whether Work is defective, and to reject defective Work.
C. Notice of Defects: Written notice of all defective Work of which City has actual knowledge will be given to Contractor.
D. Correction, or Removal and Replacement: Promptly after receipt of written notice of defective Work, Contractor shall correct all such defective Work, whether or not fabricated, installed,
or completed, or, if City has rejected the defective Work, shall remove the defective Work from the Project and replace it with Work that is not defective. Failure to require the removal of any defective Work shall not constitute acceptance of such Work.
E. Preservation of Warranties: When correcting defective Work, Contractor shall take no action that would void or otherwise impair City’s warranty and guarantee, if any, on said Work.
F. Costs and Damages: In addition to its correction, removal, and replacement obligations with respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising out of or relating to defective Work, including but not limited to the cost of the inspection, testing, correction, removal, replacement, or reconstruction of such defective Work, fines levied against Contractor or City by governmental authorities because the Work is defective, and the costs of repair, replacement or reconstruction of work of others resulting from defective Work.
13.04 Rejecting Defective Work
A. City will have authority to reject Work which City believes to be defective or will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
492
00 72 00 GENERAL CONDITIONS Page 52 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
of the Work as provided in this Article 13, whether or not the Work is fabricated, installed, or completed.
13.05 Acceptance of Defective Work
A. If, instead of requiring correction or removal and replacement of defective Work, City prefers
to accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to City’s evaluation of and determination to accept such defective Work, and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior
to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of the Work so accepted.
13.06 Uncovering Work
A. City has the authority to require additional inspection or testing of the Work, whether or not
the Work is fabricated, installed, or completed.
B. If any Work is covered contrary to the Contract Documents or specific instructions of City and if requested by City, Contractor shall uncover such Work for City’s observation,
inspection or testing and then replace the covering, all at Contractor’s expense.
C. If City considers it necessary or advisable that covered Work be observed by City or inspected or tested by others, then Contractor, at City’s request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as City may require, that portion of the Work in question, and provide all necessary labor, material, and equipment.
1. If it is found that the uncovered Work is defective, Contractor shall be responsible for all claims, costs, losses, and damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals and all court or dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others). City shall be entitled to accept defective Work in accordance with Paragraph 13.05 and in such case Contractor shall still be responsible for all costs associated with exposing, observing, and testing defective Work.
2. If the uncovered Work is not found to be defective, Contractor shall be allowed an extension of the Contract Time to the extent directly attributable to such uncovering,
exposure, observation, inspection, testing, replacement, and reconstruction.
13.07 City May Stop the Work
A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or Contractor fails to perform the Work in such a way that the
completed Work will conform to the Contract Documents, then City may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been corrected or eliminated; however, this right of City to stop the Work will not give rise to any duty on the
part of City to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or any employee or agent of, any of them.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
493
00 72 00 GENERAL CONDITIONS Page 53 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
13.08 City May Correct Defective Work
A. If Contractor fails within a reasonable time after written notice from City to correct defective Work, or to remove and replace defective Work as required by City, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply
with any other provision of the Contract Documents, then City may, after providing 7 days’ advance written notice to Contractor, correct or remedy any such deficiency.
B. In connection with such corrective or remedial action, City may exclude Contractor from all
or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, and incorporate in the Work all materials and equipment stored at the Site or for which City has paid Contractor but which are stored elsewhere. Contractor shall allow
CityCity, City’s representatives, agents and employees, and City’s other contractors access to the Site to enable City to exercise the rights and remedies under this Paragraph 13.08.
C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court, or arbitration or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.08 will be the responsibility of and will be charged against Contractor. A Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price. Such claims, costs, losses and damages will include, but not be limited to,
all costs of repair or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor’s defective Work.
D. Contractor shall not be allowed an extension of the Contract Time because of any delay in the performance of the Work attributable to the exercise by City of City’s rights and remedies
under this Paragraph 13.08.
ARTICLE 14 – PAYMENTS TO CONTRACTOR; COMPLETION; CORRECTION PERIOD
14.01 Progress Payments
A. Basis for Progress Payments: The Schedule of Values established as provided in Paragraph
2.03 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to City. Progress payments for Unit Price Work will be based on the number of units completed during the pay period, as determined under the
provisions of Paragraph 12.03. Progress payments for cost-based Work will be based on Cost of the Work completed by Contractor during the pay period.
B. Applications for Payments
1. Contractor is responsible for providing all information as required to become a vendor of the City.
2. At least 20 days before the date established in the General Requirements for each progress payment (but not more often than once a month), Contractor shall submit to City for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
494
00 72 00 GENERAL CONDITIONS Page 54 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
3. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment must also be accompanied by: (a) bill of sale,
invoice, or purchase order payments, copies of cancelled checks or other documentation establishing full payment by Contractor for the materials and equipment; (b) at City’s request, documentation warranting that City has received the materials and equipment
free and clear of all Liens; and (c) evidence that the materials and equipment are covered by appropriate property insurance, or other arrangements to protect City’s interest therein, all of which must be satisfactory to City.
4. Beginning with the second Application for Payment, each Application must include an affidavit of Contractor stating that all previous progress payments received on account of the Work by Contractor have been applied to discharge Contractor’s legitimate obligations associated with prior Applications for Payment.
5. The amount of retainage with respect to progress payments will be as stipulated in the Contract Documents.
C. Review of Applications
1. City will, after receipt of each Application for Payment, either indicate in writing it will proceed to process the Application for Payment or return the Application to Contractor indicating reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application.
2. City’s processing of any payment requested in an Application for Payment will be based on City’s observations of the executed Work, and on City’s review of the Application for Payment and the accompanying data and schedules, that based City’s actual knowledge:
a. the Work has progressed to the point indicated; and
b. the quality and/or quantity of the Work is generally in accordance with the Contract Documents (subject to any subsequent evaluations of the Work, an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, the results of any
subsequent tests or inspections called for in the Contract Documents, a final determination of quantities and classifications for Unit Price Work under Paragraphs 10.05 and 12.03, and any other qualifications stated).
3. Processing any such payment will not thereby be deemed to have represented that:
a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work; or
b. there are no other matters or issues between the parties that might entitle Contractor
to be paid additionally by City or entitle City to withhold payment to Contractor; or
c. Contractor hashas complied with Laws and Regulations applicable to Contractor’s performance of the Work.
4. City may refuse to process or pay the whole or any part of any payment because of
subsequently discovered evidence or the results of subsequent inspections or tests, and
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
495
00 72 00 GENERAL CONDITIONS Page 55 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
may revise or revoke any such payment previously made, to such extent as may be necessary to protect City from loss because:
a. the Work is defective, or the completed Work has been damaged by the Contractor
or his subcontractors, requiring correction or replacement;
b. there are discrepancies in quantities contained in previous applications for payment;
c. the Contract Price has been reduced by Change Orders;
d. City has been required to correct defective Work in accordance with Paragraph 1313.08, or has accepted defective Work pursuant to Paragraph 13.05;
e. City has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; or
f. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A that would constitute a default by Contractor and therefore justify
termination for cause under the Contract Documents.
D. Retainage:
1. For all contracts, retainage shall be five percent (5%).
E. Liquidated Damages: For each calendar day that any work shall remain uncompleted after the
time specified in the Contract Documents, the sum per day specified in the Agreement will be paid by the Contractor to the City, not as a penalty, but as liquidated damages suffered by the City. If feasible, the parties may agree to have the liquidated damages deducted from any
amounts owned to Contractor by City instead of being paid directly to City by Contractor.
F. Payment: Contractor will be paid pursuant to the requirements of this Article 14 and payment will become due in accordance with the Contract Documents.
G. Reduction in Payment
1. City may refuse to make payment of the of the amount requested because:
a. Claims have been made against City based on Contractor’s performance or furnishing of the Work, or City has incurred costs, losses, or damages resulting from Contractor’s performance or furnishing of the Work, including but not limited to
claims, costs, losses, or damages from workplace injuries, adjacent property damage, non-compliance with Laws and Regulations, or patent infringement;
b. Contractor has failed to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site;
c. Contractor has failed to provide and maintain required bonds or insurance;
d. City has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible;
e. City has incurred extra charges or engineering costs related to submittal reviews,
evaluations of proposed substitutes, tests and inspections, or return visits to manufacturing or assembly facilities;
f. The Work is defective, requiring correction or replacement;
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
496
00 72 00 GENERAL CONDITIONS Page 56 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
g. City has been required to correct defective Work in accordance with Paragraph 13.08, or has accepted defective Work pursuant to Paragraph 13.05;
h. The Contract Price has been reduced by Change Orders;
i. An event has occurred that would constitute a default by Contractor and therefore justify a termination for cause;
j. Liquidated or other damages have accrued as a result of Contractor’s failure to achieve Milestones or Final Acceptance of the Work;
k. Liens have been filed in connection with the Work, except where Contractor has
delivered a specific bond satisfactory to City to secure the satisfaction and discharge of such Liens;
l. Other items entitle City to a set-off against the payment amount requested; or
m. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.
2. If City refuses to make payment of the amount requested, City will give Contractor written notice stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so withheld. City shall pay Contractor the amount so withheld, or any adjustment thereto agreed to by City and Contractor, within a reasonable time after Contractor remedies the reasons for such action to the satisfaction of City and City has confirmed such action.
14.02 Contractor’s Warranty of Title
A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to City no later than the time of payment free and clear of all Liens.
14.03 Partial Utilization
A. Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which City determines constitutes a separately functioning and usable part of the Work that can be used by City for its intended purpose without significant interference with Contractor’s performance of the remainder of the Work. City at any time may notify Contractor in writing to of any such part of the Work which City determines to be ready for its intended use. In addition, City may request in writing that Contractor permit City to use or occupy any such part of the Work that City believes to be substantially complete, subject to the following conditions:
1. At any time, Contractor may notify City that Contractor considers any such part of the Work ready for its intended use.
2. Within a reasonable time after notification as enumerated in Paragraph 14.03, City and Contractor shall make an inspection of that part of the Work to determine its status of completion. If City does not consider that part of the Work to be substantially complete, City will notify Contractor in writing giving the reasons therefor.
3. Partial Utilization by City will not constitute Final Acceptance by City.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
497
00 72 00 GENERAL CONDITIONS Page 57 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
14.04 Final Inspection
A. Upon written notice from Contractor that the entire Work is complete in accordance with the Contract Documents:
1. City will promptly schedule a Final Inspection with Contractor.
2. City will notify Contractor in writing of all particulars in which this inspection reveals
that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies.
B. City reserves the right to deny request for Final Inspection if City determines that the entire
Work is not sufficiently complete to warrant a Final Inspection.
14.05 Final Acceptance
A. Upon completion by Contractor to City’s satisfaction, of any and all Work in accordance with the Contract Documents, including any corrections or additional Work identified in the Final Inspection and delivery of all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurances, certificates of inspection, annotated record documents and other required documents in accordance with the Contract Documents, City will issue to Contractor a letter of Final Acceptance.
14.06 Final Payment
A. Application for Payment
1. Upon receipt of a letter of Final Acceptance from City, Contractor may make application for Final Payment following the procedures for requesting payments in accordance with
the Contract Documents.
2. The final Application for Payment must be accompanied (except as previously delivered) by:
a. all documentation called for in the Contract Documents, including but not limited to
the evidence of insurance required by Paragraph 6.03;
b. consent of the surety, if any, to final payment;
c. satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to City free and clear of any Liens or
other title defects or will so pass upon final payment.
d. a list of all Contract Claims or Damage Claims against City that Contractor believes are unsettled; and
e. affidavits of payments and complete and legally effective releases or waivers
(satisfactory to City) of all Lien rights arising out of the Work, and of Liens filed in connection with the Work.
B. Payment Becomes Due: The final payment requested by Contractor, less previous payments
made and less any sum to which City is entitled, including but not limited to liquidated damages, will become due and payable:
1. After City’s acceptance of the Application for Payment and accompanying documentation; and
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
498
00 72 00 GENERAL CONDITIONS Page 58 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
2. After all Damage Claims have been resolved:
a. directly by the Contractor; or
b. Contractor provides evidence that the Damage Claim has been reported to Contractor’s insurance provider for resolution.
The making of the final payment by the City shall not relieve the Contractor of any guarantees or other requirements of the Contract that continue thereafter.
14.07 Final Completion Delayed and Partial Retainage Release
A. If final completion of the Work is significantly delayed, and if City so confirms, City may,
upon receipt of Contractor’s final Application for Payment, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by City for Work not fully completed or corrected
is less than the retainage stipulated in Paragraph 14.01.D, and if bonds have been furnished as required in Paragraph 6.02, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to
City with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Contract Claims.
B. Partial Retainage Release. If the Contract provides for separate establishment and maintenance periods and/or test and performance periods following the completion of all other construction in the Contract Documents for all Work locations, the City may release a portion of the amount retained provided that all other work is completed as determined by the City. Before the release, all submittals and final quantities must be completed and accepted for all other work. An amount sufficient to ensure Contract compliance will be retained.
14.08 Waiver of Claims
A. The acceptance of final payment will constitute a waiver and release by Contractor of all claims, rights, causes of action, or liabilities, including Contract Claims, against City arising out of, related to or under the Contract or for any act, omission or neglect of City.
14.09 Correction Period
A. If within two (2) years after the date of Final Acceptance (or such longer period of time as may be prescribed by the Contract Documents) any Work has been found to be defective, or Contractor’s repair of any damages to the Site, adjacent areas, or areas made available for Contractor’s use by City has been found to be defective, then after receipt of City’s written notice of defect, Contractor shall promptly, without cost to City and in accordance with City’s written instructions:
1. correct the defective repairs to the Site or such adjacent areas, or areas made available for
Contractor’s use by City;
2. correct such defective Work;
3. remove the defective Work from the Project and replace it with Work that is not defective, if the defective Work has been rejected by City, and
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
499
00 72 00 GENERAL CONDITIONS Page 59 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others, or to other land or areas resulting from the corrective measures.
B. If Contractor does not promptly comply with the terms of City’s written instructions, or in an emergency where delay would cause serious risk of loss or damage, City may have the
defective Work corrected or repaired or may have the rejected Work removed and replaced. Contractor shall pay all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of
work of others).
C. In special circumstances where a particular item of equipment is placed in continuous service before Final Acceptance of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications.
D. Where defective Work (and damage to other Work resulting therefrom) has been corrected, repaired or removed and replaced under this Paragraph 14.09, the correction period hereunder with respect to such Work may be extended for an additional period of one year after the end of the initial correction period.
E. Contractor’s obligations under this paragraph are in addition to all other obligations and warranties. The provisions of this Paragraph 14.09 are not to be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose.
ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION
15.01 City May Suspend Work
A. At any time and without cause, City may suspend the Work or any portion thereof by written notice to Contractor. City may fix the date on which Work will be resumed in such notice, and Contractor shall resume the Work on the date so fixed. During a temporary suspension of the Work covered by these Contract Documents, for any reason, the City will make no extra payment for stand-by time of construction equipment and/or construction crews.
B. Should the Contractor not be able to complete a portion of the Project due to causes beyond the control of and without the fault or negligence of the Contractor, and should it be determined by mutual consent of the Contractor and City that a solution to allow construction to proceed is not available within a reasonable period of time, Contractor may request an extension in
Contract Time, directly attributable to any such suspension.
C. If it should become necessary to suspend the Work for an indefinite period, the Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily nor become damaged in any way; Contractor shall take every precaution to prevent damage or deterioration of the work performed; and Contractor shall provide suitable drainage about the work, and erect temporary structures where necessary.
D. Contractor may be reimbursed for the cost of moving its equipment off the job and returning the necessary equipment to the job when it is determined by the City that construction may be resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
500
00 72 00 GENERAL CONDITIONS Page 60 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
equipment and no profit or overhead will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City.
15.02 City May Terminate for Cause
A. The occurrence of any one or more of the following events by way of example, but not of
limitation, may justify termination for cause:
1. Contractor’s persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or
suitable materials or equipment, or failure to adhere to the Project Schedule established under Paragraph 2.06 as adjusted from time to time pursuant to Paragraph 7.05);
2. Failure of Contractor to perform or otherwise to comply with a material term of the Contract; or
3. Contractor’s disregard of Laws and Regulations of any public body having jurisdiction; or
4. Contractor’s repeated disregard of the authority of City; or
5. Contractor’s failure to promptly make good any defect in materials or workmanship, or defects of any nature, the correction of which has been directed in writing by the City; or
6. Substantial indication that the Contractor has made an unauthorized assignment of the Contract or any funds due therefrom for the benefit of any creditor or for any other purpose; or
7. Substantial indication that the Contractor has become insolvent or bankrupt, or otherwise financially unable to perform the Work satisfactorily; or
8. Contractor commences legal action in a court of competent jurisdiction against the City.
B. If one or more of the events identified in Paragraph 15.02.A occurs, City will provide written notice to Contractor and Surety to arrange a conference with Contractor and Surety to address Contractor’s failure to perform the Work. The conference shall be held not later than 15 days after receipt of notice. by both Contractor and surety.
1. If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed to perform the Contract, the City may, to the extent permitted by Laws and Regulations, declare a Contractor default and formally terminate the Contractor's right to complete the Contract. Contractor default shall not be declared earlier than 20 days after the Contractor and Surety have received notice of the conference to address Contractor's failure to perform the Work.
2. If Contractor's services are terminated, Surety shall be obligated to take over and perform the Work. If Surety does not commence performance thereof within 15 consecutive calendar days after date of an additional written notice demanding Surety’s performance of its obligations, then City, without process or action at law, may take over any portion
of the Work and complete it as described below.
a. If City completes the Work, City may exclude Contractor and Surety from the Site and take possession of the Work, and all materials and equipment stored at the Site
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
501
00 72 00 GENERAL CONDITIONS Page 61 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
or for which City has paid Contractor, but which are stored elsewhere, and the Work as City may deem expedient.
3. Whether City or Surety completes the Work, Contractor shall not be entitled to receive
any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds the cost to complete the Work, including all related claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects,
attorneys, and other professionals) sustained by City, such excess will be paid to Contractor. If the cost to complete the Work including such related claims, costs, losses, and damages exceeds such unpaid balance, Contractor shall pay the difference to City. Such claims, costs, losses, and damages incurred by City will be incorporated in a Change Order, provided that when exercising any rights or remedies under this Paragraph 15.02, City shall not be required to obtain the lowest price for the Work performed.
4. Neither City, nor any of its respective consultants, agents, officers, elected or appointed officials, directors or employees shall be in any way liable or accountable to Contractor or Surety for the method by which the completion of the said Work, or any portion thereof, may be accomplished or for the price paid therefor.
5. City, notwithstanding the method used in completing the Contract, shall not forfeit the right to recover damages from Contractor or Surety for Contractor's failure to timely complete the entire Contract. Contractor shall not be entitled to any claim, counterclaim or offset on account of the method used by City in completing the Contract.
6. Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities as provided for in the bond requirements of the Contract Documents or any special
guarantees provided for under the Contract Documents or any other obligations otherwise under the Contract or prescribed by law.
C. Notwithstanding Paragraph 15.02.B, Contractor’s services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to
perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice.
D. Where Contractor’s services have been so terminated by City, the termination will not affect
any rights or remedies of City against Contractor then existing or which may thereafter accrue, or any rights or remedies of City against Contractor or Surety. Any retention or payment of money due Contractor by City will not release Contractor from liability.
E. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 6.02, the termination procedures of that bond shall not supersede the provisions of this Article 15.
15.03 City May Terminate for Convenience
A. City may, without cause and without prejudice to any other right or remedy of City, terminate the Contract, in whole or in part. Any termination shall be affected by giving notice of the termination to the Contractor specifying the extent to which performance of Work under the
contract is terminated, and the date upon which such termination becomes effective. Notice shall be deemed validly given if given in accordance with Paragraph 17.01.A.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
502
00 72 00 GENERAL CONDITIONS Page 62 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
B. After a notice of termination, has been given, and except as otherwise directed by the City, the Contractor shall:
1. stop work under the Contract on the date and to the extent specified in the notice of termination;
2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work under the Contract as is not terminated;
3. terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination;
4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City:
a. the fabricated or unfabricated parts, Work in progress, completed Work, supplies
and other material produced as a part of, or acquired in connection with the performance of, the Work terminated by the notice of the termination; and
b. the completed, or partially completed plans, drawings, information and other property which, if the Contract had been completed, would have been required to be furnished to the City.
5. complete performance of such Work as shall not have been terminated by the notice of termination; and
6. take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to the Contract that is in the possession of the Contractor and in which the City has or may acquire the rest.
C. At a time not later than 30 days after the termination date specified in the notice of termination,
the Contractor may submit to the City a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of in accordance with the Contract, exclusive of items the disposition of which has been directed or authorized by City.
D. Not later than 15 days after Contractor’s submission of the certified list to City pursuant to Paragraph 15.03.C, the City shall accept title to such items, subject to verification of the list by the City upon removal of the items or,. If the items are stored, then City shall have 45 days
after submission of the list, to verify the list submitted and accept title to such items. Any necessary adjustments to correct the list as submitted, shall be made prior to final settlement.
E. Not later than 60 days after the notice of termination has been given, the Contractor shall submit hisits termination claim to the City in the form and with the certification prescribed by the City. Unless an extension request is made in writing within such 60-day period by the Contractor, and granted by the City, any and all such claims of Contractor that are not submitted to City within such 60-day period shall be conclusively deemed waived.
F. Should a termination claim be timely submitted to the City, Contractor shall be paid for (without duplication of any items):
1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
503
00 72 00 GENERAL CONDITIONS Page 63 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
and profit on such Work calculated and determined in accordance with the Contract Documents;
2. expenses sustained prior to the effective date of termination in performing services and
furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses calculated and determined in accordance with the Contract
Documents; and
3. reasonable expenses directly attributable to reasonable and necessary wind-down and termination activities, without any overhead or profit.
G. In the event of the failure of the Contractor and City to agree upon the whole amount to be
paid to the Contractor by reason of the termination of the Work, the City shall determine, on the basis of information submitted and available to it, the amount, if any, due to the Contractor by reason of the termination and City shall pay to the Contractor the amounts so determined.
Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of, related to or resulting from such termination.
ARTICLE 16 – RESOLUTION OF DISPUTES
16.01 Methods and Procedures
A. Either City or Contractor may request mediation of any Contract Claim submitted for a decision under Paragraph 11.07 before such decision becomes final and binding. The request for mediation shall be submitted to the other party to the Contract. Timely submission of the request shall stay the effect of Paragraph 11.07.E.
B. City and Contractor shall participate in the mediation process in good faith. The process shall be commenced within 60 calendar days of filing of the request.
C. The parties shall agree on a mediator; however, if they cannot agree within 14 calendar days then the Denton County Alternative Dispute Resolution Program (“DCAP”) shall appoint a mediator. The mediation session shall be held within 45 days of the retention of the mediator, and last for at least one full mediation day, before any party has the option to withdraw from
the process. The parties may agree to continue the mediation process beyond one day, until there is a settlement agreement, or one party, or the mediator, states that there is no reason to continue because of an impasse that cannot be overcome and sends a “notice of termination of
mediation.” All reasonable efforts will be made to complete the mediation within 30 days of the first mediation session. All costs of mediation shall be borne equally by the parties.
D. All communications, both written and oral, during Phases A and B are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however,
documents generated in the ordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process.
E. The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
504
00 72 00 GENERAL CONDITIONS Page 64 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
F. If the Contract Claim is not resolved by mediation, City’s action under Paragraph 11.07.C or a denial pursuant to Paragraphs 11.07.C.3 or 11.07.D shall become final and binding 30 days after termination of the mediation unless, within that time period, City or Contractor:
1. elects in writing to invoke any other dispute resolution process provided for in the
Supplementary Conditions; or
2. agrees with the other party to submit the Contract Claim to another dispute resolution process; or
3. gives written notice to the other party of the intent to submit the Contract Claim to a court of competent jurisdiction as set forth within the Contract Documents.
ARTICLE 17 – MISCELLANEOUS
17.01 Giving Notice
A. Whenever any provision of the Contract requires the giving of written notice, it will be deemed to have been validly given if delivered:
1. in person, by a commercial courier service or otherwise, if to City, to the duly authorized representative of City identified in the Contract Documents or to City’s Project Manager or, if to Contractor, to a member of the firm or to an officer of the corporation for whom it is intended; or
2. by registered or certified mail, postage prepaid, to the recipient’s place of business; or
3. by e-mail to the recipient.
17.02 Computation of Time
A. When any period of time is referred to in the Contract by days, it will be computed to exclude
the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day that is a state or federal holiday observed by the City, the next Business Day shall become the last day of the period.
17.03 Cumulative Remedies
A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are
otherwise imposed or available by Laws and Regulations, in equity, by special warranty or guarantee, or by other provisions of the Contract. The provisions of this Paragraph 17.03 will be as effective as if repeated specifically in the Contract Documents in connection with each
particular duty, obligation, right, and remedy to which they apply.
17.04 Limitation of Damages
A. With respect to any and all claims, disputes subject to final resolution, and other matters at issue, neither City, nor any of its officers, directors, elected or appointed officials, members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project. Further, the Contractor may only claim and the City may only be liable for those damages that are set forth in Subchapter I, Chapter 271 of the Texas
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
505
00 72 00 GENERAL CONDITIONS Page 65 of 65
CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020
Local Government Code and the City shall not be liable for any consequential damages, exemplary damages or damages for unabsorbed home office overhead.
17.05 No Waiver
A. A party’s non-enforcement of any provision will not constitute a waiver of that provision, nor
will it affect the enforceability of that provision or of the remainder of this Contract.
B. The City has not waived its sovereign immunity except as expressly set forth in Subchapter I, Chapter 271 of the Texas Local Government Code or as expressly waived by other statute.
17.06 Survival of Obligations
All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion, and Final Acceptance of the Work or
termination of the Contract or of the services of Contractor.
17.07 Assignment of Contract
A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party to this Contract of any rights under or interests in the Contract will be binding on the other party without the
written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except
to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract.
17.08 Successors and Assigns
A. City and Contractor each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.
17.09 Governing Law
A. The Contract shall be construed in accordance with the laws of the State of Texas without regard to conflicts of law principles.
17.10 Headings
A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions.
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
506
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 1 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
SECTION 00 73 01 1
SUPPLEMENTARY CONDITIONS - CSP 2
TO 3
GENERAL CONDITIONS 4
5
Supplementary Conditions 6
7
These Supplementary Conditions modify and supplement Section 00 72 00 - General Conditions, and other 8
provisions of the Contract Documents as indicated below. All provisions of the General Conditions that are 9
modified or supplemented remain in full force and effect as so modified or supplemented. All provisions 10
of the General Conditions which are not so modified or supplemented remain in full force and effect. 11
12
Defined Terms 13
14
The terms used in these Supplementary Conditions which are defined in the General Conditions have the 15
meaning assigned to them in the General Conditions, unless specifically noted herein. 16
17
Modifications and Supplements 18
19
The following are instructions that modify or supplement specific paragraphs in the General Conditions and 20
other Contract Documents. 21
22
SC-1.01 “Defined Terms” 23
24
The following Terms listed in the General Conditions are modified as follows: 25
26
Bid – See Proposal. 27
28
Bidder – See Offeror. 29
30
Bidding Documents – See Proposal Documents. 31
32
Bidding Requirements – See Proposal Requirements. 33
34
The following Terms are added to the General Conditions as follows: 35
36
Competitive Sealed Proposals – A procurement method by which a governmental entity requests 37
proposals, evaluates and ranks the Offerors, and negotiates a contract with a general contractor for 38
the construction, rehabilitation, alteration, or repair of a facility. 39
40
Daily Value – The City-determined value in dollars as indicated in the Proposal Form as the value 41
of one Day for the purposes of determining the Incentive (if applicable) for Substantial 42
Completion relative to the Contract Time and achievement of Substantial Completion. 43
44
45
Offeror – The individual or entity that submits a Proposal directly to City. 46
47
Proposal – The offer or proposal of an Offeror submitted in accordance with the requirements set 48
forth in the Instructions to Offerors. 49
50
Proposal Documents – The Proposal Requirements and the Proposed Contract Documents. 51
52
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
507
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 2 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
Proposal Requirements – The Advertisement or Invitation to Offerors, Instructions to Offerors, 1
Offeror’s Bond or other Proposal security, if any, the Proposal Form, and the Proposal with any 2
attachments. 3
4
Substantial Completion – The completion of the Work necessary for the project to function as it 5
was intended pursuant to the Contract Documents and as specified below, to the reasonable 6
satisfaction of the City. The date of Substantial Completion shall be memorialized by written 7
notice given by the City to the Contractor. 8
9
SC-3.03 B.2, “Resolving Discrepancies” 10
11
Plans govern over Specifications and Specifications shall govern over City standard details. 12
13
SC-5.01A 14
15
Easement limits shown on the Drawing are approximate and were provided to establish a basis for 16
proposals. Upon receiving the final easements descriptions, Contractor shall compare them to the lines 17
shown on the Contract Drawings. 18
19
SC-5.01A.1., “Availability of Lands” 20
21
The following is a list of known outstanding right-of-way, and/or easements to be acquired, if any as of 22
December 22, 2020. 23
Outstanding Right-Of-Way, and/or Easements to Be Acquired 24
PARCEL
NUMBER
OWNER TARGET DATE
OF POSSESSION
None
The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, and 25
do not bind the City. 26
27
If Contractor considers the final easements provided to differ materially from the representations on the 28
Contract Drawings, Contractor shall within five (5) Business Days and before proceeding with the Work, 29
notify City in writing associated with the differing easement line locations. 30
31
SC-5.01A.2, “Availability of Lands” 32
33
Utilities or obstructions to be removed, adjusted, and/or relocated 34
35
The following is list of utilities and/or obstructions that have not been removed, adjusted, and/or relocated 36
as of December 22, 2020. 37
38
EXPECTED
OWNER
UTILITY AND LOCATION TARGET DATE OF
ADJUSTMENT
None
The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, 39
and do not bind the City. 40
41
SC-5.03A., “Subsurface and Physical Conditions” 42
43
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
508
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 3 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
The following are reports of explorations and tests of subsurface conditions at the site of the Work: 1
2
It is anticipated that a Pavement Coring Report will be issued via addendum during the advertisement 3
period. 4
5
The following are drawings of physical conditions in or relating to existing surface and subsurface 6
structures (except Underground Facilities) which are at or contiguous to the site of the Work: 7
None 8
9
SC-5.05 A., “Underground Facilities 10
11
The following are additional resources for identification of Underground Facilities which are at or 12
contiguous to the site of the Work, and which are not necessarily shown in the Drawings: 13
None 14
15
SC-5.06A., “Hazardous Environmental Conditions at Site” 16
17
The following are reports and drawings of existing hazardous environmental conditions known to the City: 18
None 19
20
SC-6.02, “Performance, Payment, and Maintenance Bonds” 21
22
The “Contract Price” for Performance, Payment, and Maintenance Bonds will be the same as 23
indicated in Article 3 as listed in the Agreement. 24
25
SC-6.03A., “Certificates of Insurance” 26
27
The entities listed below are "additional insureds as their interest may appear" including their respective 28
officers, directors, agents and employees. 29
30
(1) City 31
(2) Consultant: Freese and Nichols, Inc. 32
(3) Other: None 33
34
SC-6.04A., “Contractor’s Insurance” 35
36
The limits of liability for the insurance required by Paragraph GC-6.04 shall provide the following 37
coverages for not less than the following amounts or greater where required by laws and regulations: 38
39
6.04A. Workers' Compensation, under Paragraph GC-6.04A. 40
41
Statutory limits 42
Employer's liability 43
$100,000 each accident/occurrence 44
$100,000 Disease - each employee 45
$500,000 Disease - policy limit 46
47
SC-6.04B., “Contractor’s Insurance” 48
49
6.04B. Commercial General Liability, under Paragraph GC-6.04B. Contractor's Liability Insurance 50
under Paragraph GC-6.04B., which shall be on a per project basis covering the Contractor with 51
minimum limits of: 52
53
$1,000,000 each occurrence 54
$2,000,000 aggregate limit 55
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
509
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 4 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
1
The policy must have an endorsement (Amendment – Aggregate Limits of Insurance) making the 2
General Aggregate Limits apply separately to each job site. 3
4
The Commercial General Liability Insurance policies shall provide “X”, “C”, and “U” coverage’s. 5
Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. 6
7
SC 6.04C., “Contractor’s Insurance” 8
6.04C. Automobile Liability, under Paragraph GC-6.04C. Contractor’s Liability Insurance under 9
Paragraph GC-6.04C., which shall be in an amount not less than the following amounts: 10
11
(1) Automobile Liability - a commercial business policy shall provide coverage on "Any Auto", 12
defined as autos owned, hired and non-owned. 13
14
$1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at 15
least: 16
17
$250,000 Bodily Injury per person / 18
$500,000 Bodily Injury per accident / 19
$100,000 Property Damage 20
21
SC-6.04D., “Contractor’s Insurance” 22
23
The Contractor’s construction activities will require its employees, agents, subcontractors, equipment, and 24
material deliveries to cross railroad properties and tracks, or perform work within 25 feet of the center line 25
of tracks. None 26
27
The Contractor shall conduct its operations on railroad properties in such a manner as not to interfere with, 28
hinder, or obstruct the railroad company in any manner whatsoever in the use or operation of its/their trains 29
or other property. Such operations on railroad properties may require that Contractor to execute a “Right of 30
Entry Agreement” with the particular railroad company or companies involved, and to this end the 31
Contractor should satisfy itself as to the requirements of each railroad company and be prepared to execute 32
the right-of-entry (if any) required by a railroad company. The requirements specified herein likewise relate 33
to the Contractor’s use of private and/or construction access roads crossing said railroad company’s 34
properties. 35
36
The Contractual Liability coverage required by Paragraph 5.04D of the General Conditions shall provide 37
coverage for not less than the following amounts, issued by companies satisfactory to the City and to the 38
Railroad Company for a term that continues for so long as the Contractor’s operations and work cross, 39
occupy, or touch railroad property: 40
41
(1) General Aggregate: $ 42
43
(2) Each Occurrence: $ 44
45
Required for this Contract X Not required for this Contract 46
47
48
With respect to the above outlined insurance requirements, the following shall govern: 49
50
1. Where a single railroad company is involved, the Contractor shall provide one insurance policy in 51
the name of the railroad company. However, if more than one grade separation or at-grade crossing 52
is affected by the Project at entirely separate locations on the line or lines of the same railroad 53
company, separate coverage may be required, each in the amount stated above. 54
55
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
510
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 5 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
2. Where more than one railroad company is operating on the same right-of-way or where several 1
railroad companies are involved and operated on their own separate rights-of-way, the Contractor 2
may be required to provide separate insurance policies in the name of each railroad company. 3
4
3. If, in addition to a grade separation or an at-grade crossing, other work or activity is proposed on a 5
railroad company’s right-of-way at a location entirely separate from the grade separation or at-grade 6
crossing, insurance coverage for this work must be included in the policy covering the grade 7
separation. 8
9
4. If no grade separation is involved but other work is proposed on a railroad company’s right-of-way, 10
all such other work may be covered in a single policy for that railroad, even though the work may 11
be at two or more separate locations. 12
13
No work or activities on a railroad company’s property to be performed by the Contractor shall be 14
commenced until the Contractor has furnished the City with an original policy or policies of the insurance 15
for each railroad company named, as required above. All such insurance must be approved by the City and 16
each affected Railroad Company prior to the Contractor’s beginning work. 17
18
The insurance specified above must be carried until all Work to be performed on the railroad right-of-way 19
has been completed and the grade crossing, if any, is no longer used by the Contractor. In addition, 20
insurance must be carried during all maintenance and/or repair work performed in the railroad right-of-way. 21
Such insurance must name the railroad company as the insured, together with any tenant or lessee of the 22
railroad company operating over tracks involved in the Project. 23
24
SC-7.08C., “Concerning Subcontractors and Suppliers” 25
26
The following subcontractors shall be required to be utilized by the Contractor for specific portions of the 27
Work as indicated below: 28
29
Required Subcontractors 30
SUBCONTRACTOR COMPANY NAME DESCRIPTION OF WORK TO BE PERFORMED
None
31
SC-7.11., “Permits and Utilities” 32
33
SC-7.11A., “Contractor obtained permits and licenses” 34
The following are known permits and/or licenses required by the Contract to be acquired by the Contractor: 35
None. 36
37
SC-7.11B. “City obtained permits and licenses” 38
The following are known permits and/or licenses required by the Contract to be acquired by the City: None. 39
40
41
SC-7.11C. “Outstanding permits and licenses” 42
43
The following is a list of known outstanding permits and/or licenses to be acquired, if any as of December 44
22, 2020 45
46
Outstanding Permits and/or Licenses to Be Acquired 47
OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE
OF POSSESSION
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
511
00 73 01
SUPPLEMENTARY CONDITIONS - CSP
Page 6 of 6
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE
OF POSSESSION
None
1
SC-8.02., “Coordination” 2
3
The individuals or entities listed below have contracts with the City for the performance of other work at 4
the Site: 5
6
Vendor Scope of Work Coordination Authority
None
7
SC-9.01, “Communications to Contractor” 8
9
Contractor shall coordinate “2-Week Look Ahead” meetings with the city and communicate anticipated 3rd 10
Party coordination, materials procurement, and construction activity for the upcoming 14-day period. 11
12
SC-10.01B., “City’s Project Manager” 13
14
The City’s Project Manager for this Contract is Trevor Crain, or his/her successor pursuant to written 15
notification from the City Engineer. 16
17
SC-13.02B., “Tests and Inspections” 18
19
None 20
21
22
SC-14.01G, “Reduction in Payment” 23
24
Add Paragraph 14.01G.3: 25
26
3. City may reduce payments to the Contractor, if the number of Days that have passed after the date 27
listed on the Notice to Proceed exceeds the Contract Time for Substantial Completion. 28
29
SC-16.01C.1, “Methods and Procedures” 30
31
None 32
33
END OF SECTION
Revision Log
DATE NAME SUMMARY OF CHANGE
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
512
00 73 74
FORM 1295 - CERTIFICATE OF INTERESTED PARTIES - CSP
Page 1 of 1
CITY OF DENTON CSP# 7600
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised December 22, 2020
SECTION 00 73 74 1
FORM 1295 - CERTIFICATE OF INTERESTED PARTIES - CSP 2
3
4
5
[Contractor: Replace this page with Form 1295 for this Contract, which can be obtained at 6
www.ethics.state.tx.us] 7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
END OF SECTION 24
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
513
Exhibit
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
DocuSign Envelope ID: 56929B9E-6ECB-4CA5-A860-8EAC872BC90D
CIQ
SEMA Construction, Inc.
4/3/2021
X
X
X
X
514
Certificate Of Completion
Envelope Id: 56929B9E6ECB4CA5A8608EAC872BC90D Status: Sent
Subject: Please DocuSign: City Council Contract 7601 - Residential Street Reconstruction
Source Envelope:
Document Pages: 100 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
3/29/2021 6:08:19 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 3/29/2021 6:10:29 PM
Viewed: 3/29/2021 6:10:36 PM
Signed: 3/29/2021 6:11:12 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: 3/29/2021 6:11:15 PM
Viewed: 3/29/2021 8:05:46 PM
Signed: 3/29/2021 8:06:33 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.185.202.16
Sent: 3/29/2021 8:06:35 PM
Viewed: 3/30/2021 9:48:36 AM
Signed: 3/30/2021 9:51:30 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Steven C. Mills
smills@sema.inc
Corporate V.P., Contracts
SEMA Construction, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 75.112.6.82
Sent: 3/31/2021 2:10:30 PM
Viewed: 4/2/2021 11:29:37 AM
Signed: 4/3/2021 4:18:46 PM
Electronic Record and Signature Disclosure:
Accepted: 4/2/2021 11:29:37 AM
ID: 39b0f6b0-a83d-48a1-8553-fa8a2f2e07b7
515
Signer Events Signature Timestamp
Rebecca Diviney
Rebecca.Diviney@cityofdenton.com
Director of Capital Projects/City Engineer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.246.132.46
Sent: 4/3/2021 4:18:49 PM
Viewed: 4/4/2021 9:20:40 PM
Signed: 4/4/2021 9:21:01 PM
Electronic Record and Signature Disclosure:
Accepted: 4/4/2021 9:20:40 PM
ID: 766ae856-4d50-4fec-94d4-eaf276fed540
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/4/2021 9:21:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/1/2021 4:33:19 PM
ID: 76b478f1-b111-4b6f-afd4-d9fd5e12b041
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/29/2021 6:11:14 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
T. Brett Ames
estimating.tx@semaconstruction.com
Security Level: Email, Account Authentication
(None)
Sent: 3/31/2021 2:10:32 PM
Electronic Record and Signature Disclosure:
516
Carbon Copy Events Status Timestamp
Accepted: 3/31/2021 2:09:48 PM
ID: 48b4a6f7-022a-44d9-84ec-6a3a743c98ce
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/4/2021 9:21:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/4/2021 9:21:04 PM
Viewed: 4/5/2021 9:48:40 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Trevor Crain
Trevor.Crain@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/4/2021 7:37:42 PM
ID: 0ee2eca1-f91f-437e-a27d-8a4c40dc5261
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/29/2021 6:10:29 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
517
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Steven C. Mills, Rebecca Diviney, Rosa Rios, T. Brett Ames, Trevor Crain
518
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
519
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
520
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-752,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,rejecting
any and all competitive proposals under RFP 7603 for Photography Services for the Denton Parks &Recreation
Department; and providing an effective date (RFP 7603).
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™521
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: April 27, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
rejecting any and all competitive proposals under RFP 7603 for Photography Services for the Denton Parks
& Recreation Department; and providing an effective date (RFP 7603).
INFORMATION/BACKGROUND
The Parks and Recreation Department (PARD) offers a variety of youth athletic programs and special
events. During each youth sports program session, PARD hosts a “Picture Day”, which is a type of service
standard for youth sports. In addition, PARD hosts various special events throughout the year, such as 5K
runs, a Tri-Athlon, Valentine’s Dance, or similar holiday festivities. PARD contracts photography services
to provide and sell photo packages for purchase to participants and patrons.
Request for Proposals (RFP) was sent to 122 vendors, of which two (2) vendors submitted a proposal for
evaluation. During the evaluation, staff concluded the scope may have not been clear for prospective
suppliers. Staff will review the program service needs and solicit using the Request for Qualifications
procurement method.
In accordance with the Local Government Code 252.043, the City Council may reject any and all bids.
RECOMMENDATION
Staff recommends rejection of all proposals for PARD Photography Services.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Ordinance
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Nikki Sassenus, 940-349-7469.
Legal point of contact: Marcella Lunn at 940-349-8333.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
522
ORDINANCE NO. __________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, REJECTING ANY AND ALL COMPETITIVE PROPOSALS UNDER RFP
7603 FOR PHOTOGRAPHY SERVICES FOR THE DENTON PARKS & RECREATION
DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (RFP 7603).
WHEREAS, the City has solicited, received, and tabulated competitive proposals to
evaluate the potential for PARD Photography Service (RFP 7603) in accordance with the
procedures of state laws and the City ordinances; and
WHEREAS, the City staff recommends, and the City Council has determined, that it is in
the best interest of the City that the herein described proposals should be rejected; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. All competitive proposals Request for Proposal
,
filed according to the bid number assigned herein (RFP 7603 PARD Photography Service), are
hereby rejected.
SECTION 2. The City Manager, or their designee, is hereby authorized to execute all
necessary documents for the rejection of said proposals. The City Manager, or their designee, is
hereby authorized, in their discretion, to re-advertise to receive competitive bids, or proceed
otherwise, to procure goods and services described in RFP 7603.
SECTION 3. 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 RFP 7603 to reject said proposals to the City Manager, or their designee.
SECTION 4. 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 [___ - ___]:
523
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Birdia Johnson, District 1: ______ ______ ______ ______
Connie Baker, 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 ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
524
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-753,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 their designee,to execute a contract with Weatherproofing Services,LLC,for roofing,
gutter,and downspout installation,maintenance and repair services on all City buildings;providing for the
expenditure of funds therefor;and providing an effective date (RFP 7606 -awarded to Weatherproofing
Services,LLC,for three (3)years,with the option for two (2)additional one (1)year extensions,in the total
five (5) year not-to-exceed amount of $1,500,000.00).
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™525
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: April 27, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or their designee, to execute a contract with Weatherproofing Services, LLC,
for roofing, gutter, and downspout installation, maintenance and repair services on all City buildings;
providing for the expenditure of funds therefor; and providing an effective date (RFP 7606 – awarded to
Weatherproofing Services, LLC, for three (3) years, with the option for two (2) additional one (1) year
extensions, in the total five (5) year not-to-exceed amount of $1,500,000.00).
INFORMATION/BACKGROUND
There are over 200 City-owned rooftops maintained by Facilities Management. The proposed contract for
gutter installation, repair, and replacement, including downspouts and leaders; fascia and soffit installation,
repair and replacement; and/or roof repair and replacement for all City-owned structures allow Facilities
Management to complete annual preventative maintenance as well as resolve unpredictable issues or
damages. Weatherproofing Services will provide maintenance, repairs, and installation of all services.
Based on a historical spend and future projections the recommended NTE of this contract is $1,500,000 for
the potential five (5) year contract. Facilities Management includes $250,000 in their annual budget for
preventative maintenance and resolves approximately $30,000 - $45,000 of unpredictable issues or damages
each year.
Request for Proposals was sent to 275 prospective suppliers, including 33 Denton firms, of this item. In
addition, specifications were placed on the Materials Management website for prospective suppliers to
download and advertised in the local newspaper. One (1) proposal was received, references were checked,
and proposals evaluated based upon published criteria including compliance with specifications, probable
performance, and price. Based upon this evaluation, Weatherproofing Services, LLC was ranked the highest
and determined to be the best value for the City.
NIGP Code Used for Solicitation: 910-(Service Only)-Building Maintenance,
Installation & Repair Services
Notifications sent for Solicitation sent in IonWave: 275
Number of Suppliers that viewed Solicitation in IonWave: 20
HUB-Historically Underutilized Business Invitations sent out: 31
SBE-Small Business Enterprise Invitations sent out: 129
Responses from Solicitation: 1
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
526
RECOMMENDATION
Award a contract with Weatherproofing Services, LLC, for roofing, gutter, and downspout installation,
maintenance, and repair services on all City Buildings, in a three (3) year, with the option for two (2)
additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $1,500,000.
PRINCIPAL PLACE OF BUSINESS
Weatherproofing Services, LLC
Aubrey, TX
ESTIMATED SCHEDULE OF PROJECT
This is an initial three (3) year contract, with the option to extend the contract for two (2) additional one (1)
year periods, with all terms and conditions remaining the same.
FISCAL INFORMATION
These services will be funded through Facilities Management Operating Funds and Capital Funds as
needed. Requisitions will be entered as needed and the City will only pay for services rendered and is not
obligated to pay the full contract amount unless needed.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: LLC Members
Exhibit 3: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Scott Gray, 940-349-7744.
Legal point of contact: Marcella Lunn at 940-349-8333.
527
528
ORDINANCE NO. _________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
EXECUTE A CONTRACT WITH WEATHERPROOFING SERVICES, LLC, FOR ROOFING,
GUTTER, AND DOWNSPOUT INSTALLATION, MAINTENANCE AND REPAIR SERVICES
ON ALL CITY BUILDINGS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE (RFP 7606 AWARDED TO WEATHERPROOFING
SERVICES, LLC, FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL
ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT
OF $1,500,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for
Roofing, Gutters, and Downspouts: Installation, Maintenance, and Repair Services; and
WHEREAS, the City Manager, or a designated employee, has received, 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,
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
7606 Weatherproofing Services, LLC $1,500,000.00
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 wish
529
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their 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, 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 of Denton
under this ordinance to the City Manager of the City of Denton, or their 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 vote [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Birdia Johnson, District 1: ______ ______ ______ ______
Connie Baker, 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 ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
530
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
531
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
RFP
Yes
7606
Roofing, Gutters, and Downspouts Installation, Maintenance, and Rep
Christa Christian
532
Contract # 7606
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND WEATHERPROOFING SERVICES, LLC
(CONTRACT 7606)
THIS CONTRACT is made and entered into this date ______________________, by and between WEATHERPROOFING SERVICES, LLC a Texas Limited Liability Company, whose address is 2336 Oak Grove Lane, Aubrey, TX 76227, hereinafter referred to as
"Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP
7606 - Roofing, Gutters, and Downspouts Installation, Maintenance, and Repair Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 7606 (Exhibit “B” on File at the Office of the Purchasing
Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Insurance Requirements (Exhibit “D”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel Contractor 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, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (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: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
533
Contract # 7606
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, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor, 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written.
CONTRACTOR
WEATHERPROOFING SERVICES, LLC
BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________
Title:____________________________ __________________________________ PHONE NUMBER
_________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS BY: _____________________________
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: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
2021-ricky@wstexas.com
940-395-4480
Ricky Whitfield
ricky@wstexas.com
Project Manager
Director - Airport, Facilities, Real Estate
Scott Gray
Facilities
534
Contract # 7606
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $1,500,000. Pricing shall be per Exhibit F attached.
2. Contract Terms
The contract term will be three (3) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months.
3. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
535
Contract # 7606
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
4. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:
Delivery beyond contracted lead times
Performance below contracted levels (services only)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined
above are not met in full. At the end of each month, the City will review the monthly reports and
determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
536
Contract # 7606
Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
537
Contract # 7606
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property.
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
538
Contract # 7606
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, its Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
539
Contract # 7606
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill, and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
540
Contract # 7606
15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50-mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
541
Contract # 7606
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. requires that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
542
Contract # 7606
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the
Contractor and purchase conforming services from other sources. In such event, the Contractor
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
543
Contract # 7606
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
544
Contract # 7606
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed, and obligations incurred prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action.
30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
545
Contract # 7606
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD-PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton
Materials Management Department
901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
546
Contract # 7606
reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such
policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicated within the Contract. xiv. The insurance coverages specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
547
Contract # 7606
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere
in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor
agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
548
Contract # 7606
the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
549
Contract # 7606
a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third-party beneficiaries to the Contract.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
550
Contract # 7606
supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
551
Contract # 7606
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed) MLK Day Memorial Day 4th of July
Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
552
Contract # 7606
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements) The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use.
v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
553
Contract # 7606
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail, and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
554
Contract # 7606
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
555
Contract # 7606
Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide
and maintain until the contracted work has been completed and accepted by the City of Denton, Owner,
the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and title of the project.
Contractor may, upon written request to the Purchasing Department, ask for clarification of any
insurance requirements at any time; however, Contractor shall not commence any work or deliver any
material until he or she receives notification that the contract has been accepted, approved, and signed
by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the
following general specifications, and shall be maintained in compliance with these general specifications
throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the
City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense
expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers.
That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately
to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies described on the
certificate be cancelled or materially changed before the expiration date.
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
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
556
Contract # 7606
contract term which give rise to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in
the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with
the following marked specifications, and shall be maintained in compliance with these additional
specifications throughout the duration of the Contract, or longer, if so noted:
[X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall
be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [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.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
557
Contract # 7606
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents,
employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’
Compensation Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the
work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage
per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad Form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required.
[ ] Professional Liability Insurance Professional liability insurance with limits not 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.
[ ] 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.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
558
Contract # 7606
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage
form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement
will be described in the "Specific Conditions" of the contract specifications.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
559
Contract # 7606
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
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
560
Contract # 7606
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; 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
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
561
Contract # 7606
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.
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
562
Contract # 7606
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish 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: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
563
Exhibit F
Contractor’s Proposal
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
564
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
565
Weatherproofing Services, L.L.C
DocuSign Envelope ID: 528017BC-50F4-4CDF-ABA0-DE920D793FE8
EXHIBIT G
566
Certificate Of Completion
Envelope Id: 528017BC50F44CDFABA0DE920D793FE8 Status: Sent
Subject: Please DocuSign: City Council Contract 7606 Roofing, Gutters and Downspouts
Source Envelope:
Document Pages: 35 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
4/6/2021 2:58:31 PM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christa Christian
christa.christian@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 4/6/2021 3:10:05 PM
Viewed: 4/6/2021 3:10:14 PM
Signed: 4/6/2021 3:16:48 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: 4/6/2021 3:16:51 PM
Viewed: 4/6/2021 3:35:33 PM
Signed: 4/6/2021 3:36:07 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.185.202.16
Sent: 4/6/2021 3:36:09 PM
Viewed: 4/6/2021 3:36:55 PM
Signed: 4/6/2021 3:39:54 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ricky Whitfield
ricky@wstexas.com
Project Manager
Weatherproofing Services
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 75.3.253.237
Sent: 4/6/2021 3:39:56 PM
Viewed: 4/7/2021 6:39:01 AM
Signed: 4/7/2021 6:41:51 AM
Electronic Record and Signature Disclosure:
Accepted: 4/7/2021 6:39:01 AM
ID: 1fe15248-caf3-43fb-9d70-177ceff36482
567
Signer Events Signature Timestamp
Scott Gray
scott.gray@cityofdenton.com
Director - Airport, Facilities, Real Estate
x
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.169.208.246
Signed using mobile
Sent: 4/7/2021 6:41:53 AM
Viewed: 4/7/2021 6:54:06 AM
Signed: 4/7/2021 6:54:40 AM
Electronic Record and Signature Disclosure:
Accepted: 4/7/2021 6:54:06 AM
ID: bf4abd7c-15fd-4b74-98d5-23a8ce4c0b6e
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2021 6:54:43 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/6/2021 10:08:53 AM
ID: 83927770-f9e3-49ed-b9d5-1a8cc941ac65
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/6/2021 3:16:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2021 6:54:43 AM
568
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2021 6:54:43 AM
Viewed: 4/7/2021 7:18:11 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marissa Barrett
marissa.barrett@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/6/2021 3:10:05 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
569
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Ricky Whitfield, Scott Gray, Rosa Rios
570
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
571
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
572
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-819,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 their designee,to execute a contract with Whirlix Design,Inc.,through the Buy Board
Cooperative Purchasing Network Contract #592-19,for the purchase and construction of Quakertown Park
Playground Phase 2 for the Parks and Recreation Department;providing for the expenditure of funds therefor;
and providing an effective date (File 7669 -awarded to Whirlix Design,Inc.,in the not-to-exceed amount of
$98,814.00).
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™573
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: April 27, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or their designee, to execute a contract with Whirlix Design, Inc., through
the Buy Board Cooperative Purchasing Network Contract # 592-19, for the purchase and construction of
Quakertown Park Playground Phase 2 for the Parks and Recreation Department; providing for the
expenditure of funds therefor; and providing an effective date (File 7669 – awarded to Whirlix Design, Inc.,
in the not-to-exceed amount of $98,814.00).
INFORMATION/BACKGROUND
Over the past two years, the Parks and Recreation Department has worked towards updating the City’s
playground inventory with new structures that meet current safety regulations. The current tot playground
(2/5 section) at Quakertown Park was installed in 1999. Phase 1 of the playground was replaced in the
Summer of 2019. This playground has been identified for replacement by Parks and Recreation staff. The
proposed replacement structure includes interactive and accessible play.
Purchase & Installation: Playground $101,719
BuyBoard Discount ($4,483)
Performance & Payment Bonds $1,938
Total: $98,814.00
Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and
meets the statutory requirements of Texas Local Government Code 271.102.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On February 1, 2005, Council approved the interlocal agreement with the Buy Board Cooperative
Purchasing Network (Ordinance 2005-034).
On June 5, 2019, City Council approved the Quakertown Playground Project as part of the 2018 Action
Plan for Housing and Community Development with ordinance #18-868. A total of $160,500 in CDBG
funds was awarded for the project.
On April 1, 2019, Parks and Recreation presented to the Parks, Recreation and Beautification Board to
gather feedback and suggestions on playgrounds.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
574
RECOMMENDATION
Award a contract with Whirlix Design, Inc., for the purchase and construction of Quakertown Park
Playground Phase 2 for the Parks and Recreation Department, in the not-to-exceed amount of $98,814.00.
PRINCIPAL PLACE OF BUSINESS
Whirlix Design, Inc.
Richardson, TX
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within approximately 12 weeks.
FISCAL INFORMATION
These services will be funded from Parks Capital Project Funds.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Price Comparison
Exhibit 3: Ordinance and Contract
Exhibit 4: Playground Rendering
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Gary Packan, 940-349-7460.
Legal point of contact: Marcella Lunn at 940-349-8333.
575
Exhibit 2
File 7669 - Cooperative Pricing Comparison for SUPPLY OF PLAYGROUNDS AND ACCESSORIES for Quakertown Park Phase II
Whirlix Design Inc ExerPlay INC.Lonestar Recreation
Richardson TX Amarillo TX Stafford, TX
Item #EST. ANNUAL
QTY UOM Product Description Description 2 Unit Price Unit Price Unit Price
1 1 Playbooster Custom Play Structure Engineered Wood Fiber Surfacing $98,814.00 $105,862.00 $108,942.00
Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION):
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Respondent's Business Name:
Principal Place of Business (City and State):
SECTION A Quakertown Park Phase II
576
ORDINANCE NO. ___________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
EXECUTE A CONTRACT WITH WHIRLIX DESIGN, INC., THROUGH THE BUY BOARD
COOPERATIVE PURCHASING NETWORK CONTRACT # 592-19, FOR THE PURCHASE
AND CONSTRUCTION OF QUAKERTOWN PARK PLAYGROUND PHASE 2 FOR THE
PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7669 AWARDED
TO WHIRLIX DESIGN, INC., IN THE NOT-TO-EXCEED AMOUNT OF $98,814.00).
WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing
Network 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 Buy Board Cooperative Purchasing Network programs 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
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
NUMBER VENDOR AMOUNT
7669 Whirlix Design, Inc. $98,814.00
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 Buy Board
Cooperative Purchasing Network 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 Buy Board Cooperative Purchasing Network 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
577
fication of bids awarded by the Buy Board Cooperative Purchasing Network, the City
Manager, or their 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 Buy Board
Cooperative Purchasing Network, 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 their 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 [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Birdia Johnson, District 1: ______ ______ ______ ______
Connie Baker, 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 ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
578
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
579
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
Not Applicable
Quakertown Playground Phase 2
Erica Garcia
COOP 7669
580
File 7669
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND WHIRLIX DESIGN, INC.
(File # 7669)
THIS CONTRACT is made and entered into this date _______________________, by and
between Whirlix Design, Inc. a Texas Corporation, whose address is 1761 International Pkwy Ste 125,
Richardson, TX 75081, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a
home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly
authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the mutual
benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the Supplier’s quote, a copy of which is attached
hereto and incorporated herein for all purposes as Exhibit “G”. The Contract consists of this written
agreement and the following items which are attached hereto, or on file, and incorporated herein by
reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) Buyboard Cooperative Purchasing Contract #592-19 with Whirlix Design, Inc., (Exhibit
“B” on file at the office of the 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 the written
agreement then to the contract documents in the order in which they are listed above. These documents
shall be referred to collectively as “Contract Documents.”
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.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
581
File 7669
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.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year
and day first above written.
SUPPLIER
BY:
______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: ________________________________
_____________________________
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: F06241EA-9522-424F-A41E-88F3F2B369B6
972-658-7518
Quakertown Phase Two
Jason Edmundson
President
jedmundson@whirlix.com
Parks and Recreation
Gary Packan
Director of Parks and Recreation
582
File 7669
EXHIBIT A
SPECIAL TERMS AND CONDITIONS
Total Contract Amount
The Contract total for services shall not exceed $98,814 Pricing shall be per Exhibit G attached.
Contract Term
The Contract shall commence upon the issuance of a Notice to Proceed. Project shall be complete
by 12 weeks after notice to proceed. Delays are further discussed in the Standard Terms and
Conditions Exhibit C, Section 8.3.
Delivery:
This timeline is flexible, 5-6 weeks is the standard time of delivery, but we realize due to the
current situation, it may take a longer.
If your projected delivery time is more than the planned timeline requested by the Scope of Work,
please provide this information in the schedule/timeline submittal.
Special Notice and Additional Requirement(s):
1. Parks & Recreation has an area at the Municipal Service Center, located at 901 Texas St., where you may
offload and store the equipment. Contractor will be responsible for hauling equipment from storage area to
project location.
City of Denton Duties and Responsibilities:
1. The Parks and Recreation Department staff will remove the existing playground structure
along with other site improvements.
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 FIFTY DOLLARS ($50.00) 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: F06241EA-9522-424F-A41E-88F3F2B369B6
583
File 7669
EXHIBIT C
GENERAL PROVISIONS- TERMS AND CONDITIONS FOR FACILITY
CONSTRUCTION SERVICES
Invoices, Payments, and Releases
1. INVOICES AND PAYMENT PROCESSING:
Payment processing: The City review, inspection, and processing procedures for invoices
ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals
which call for payment before thirty (30) days from receipt of invoice, or cash discounts given
on such payment, will be considered only if, in the opinion of the Purchasing Manager, the
review, inspection, and processing procedures can be completed as specified. It is the intention
of the City of Denton to make payment within thirty (30) days after receipt of valid invoices
for which items or services have been received unless unusual circumstances arise. The thirty
(30) day processing period for invoices will begin on the date the invoice is received or the
date the items or services are received, whichever date is later.
Direct deposit for payments: Prime Contractors are encouraged to arrange for receiving
payments through direct deposit. Information regarding direct deposit payments is available
from the City of Denton Purchasing website: www.dentonpurchasing.com.
Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department,
215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of Carlotta Harbin,
City of Parks and Recreation Department, 901 Texas Street, Denton, TX 76209. The copy
may also be emailed to Ms. Tyler at Carlotta.Harbin@cityofdenton.com . Invoices must be
fully documented as to labor, materials, and equipment provided, if applicable, and must
reference the City of Denton Purchase Order Number in order to be processed. No
payments shall be made on invoices not listing a Purchase Order Number. Invoices for
partial payments on construction projects should normally be presented for payment within the
first five (5) days of the month, and submitted on the Pay Application Form.
2. TAX EXEMPTION:
The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04
(F) of the Texas Limited Sales, Excise and Use Tax Act. Any Prime Contractor performing
work under this Contract for the City of Denton may purchase materials and supplies and rent
or lease equipment sales tax free. This is accomplished by issuing exemption certificates to
suppliers. Certificates must comply with State Comptroller’s ruling #95-0.07 and #95-0.09.
3. PAYMENTS TO CONTRACTORS:
Upon presentation of valid invoices, which should be within the first week of each month, the
Owner shall make partial payments to the Prime Contractor for construction accomplished
during the preceding calendar month on the basis of completed construction certified to by the
Prime Contractor and approved by the Owner and Architect/Engineer solely for the purposes
of payment. Provided, however, that such approval shall not be deemed approval of the
workmanship or materials. Only ninety-five percent (95%) of each payment request approved
during the construction of the project shall be paid by the Owner to the Prime Contractor prior
to completion of the Project. Upon the approval by the Owner of the Prime Contractor’s "Final
Invoice for Payment” showing the total cost of the construction performed, the Owner shall
make payment to the Prime Contractor of all amounts to which the Prime Contractor shall be
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
584
File 7669
entitled there under which shall not have been paid: Provided, however, that such final
payment shall be made not later than ninety (90) days after the date of completion of
construction of the Project, as specified in the Final Invoice for Payment, unless withheld
because of the fault of the Prime Contractor.
A. The Prime Contractor shall be paid on the basis of the percentage of the work actually
completed for each construction item. The total amount paid for periodic billings shall not
exceed the maximum Contract price for the construction of the project as set forth in the
Contract, unless such excess shall have been approved in writing by the Purchasing Agent
as part of a change order.
B. No payment shall be due while the Prime Contractor is in default in respect of any of the
provisions of this Contract, and the Owner may withhold from the Prime Contractor the
amount of any claim by any third party against either the Prime Contractor or the Owner
based upon an alleged failure of the Prime Contractor to perform the work hereunder in
accordance with the provisions of this Contract. This includes, without limitation, the
alleged failure of the Prime Contractor to make payments to subcontractors.
4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR:
Upon award of the Contract, the Prime Contractor shall inform the Owner of the subcontractors
and material sources that will be used. Upon the completion by the Prime Contractor of the
construction of the Project, but prior to final payment to the Prime Contractor, the Prime
Contractor shall deliver to the Owner releases of all liens, and of rights to claim any lien, from
all manufacturers, materialmen and subcontractors furnishing services or materials for the
Project, to the effect that all materials or services used on or for the Project have been paid for
and indicating that the Owner is fully released from all such claims.
5. PAYMENTS TO MATERIALMEN AND SUBCONTRACTORS:
The Prime Contractor shall pay each materialman, and each subcontractor, if any, not later than
five (5) days after receipt of any payment from the Owner, the amount thereof allowed the
Contractor for and on account of materials furnished or construction performed by each
materialman or each subcontractor.
6. REMEDIES:
A. Completion of Prime Contractor’s Default
If default shall be made by the Prime Contractor or by any subcontractor in the performance
of any of the terms of this proposal, the Owner, without in any manner limiting its legal
and equitable remedies in the circumstances, may serve upon the Prime Contractor and the
Surety or Sureties upon the Prime Contractor's bond or bonds a written notice requiring the
Prime Contractor to cause such default to be corrected forthwith. Unless within twenty
(20) days after the service of such notice upon the Prime Contractor such default shall be
corrected or arrangements for the correction thereof satisfactory to the Owner and/or
Architect/Engineer shall be made by the Prime Contractor or its Surety or Sureties, the
Owner may take over the construction of the Project and prosecute the same to completion
by Contract or otherwise for the account and at the expense of the Prime Contractor, and
the Prime Contractor and its Surety or Sureties shall be liable to the Owner for any cost or
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
585
File 7669
expense in excess of the Contract price occasioned thereby. In such event the Owner may
take possession of and utilize, in completing the construction of the project, any materials,
tools, supplies, equipment, appliances, and plant belonging to the Prime Contractor or any
of its subcontractors, which may be situated at the site of the Project. The Owner in such
contingency may exercise any rights, claims or demands which the Prime Contractor may
have against third persons in connection with this Contract and for such purpose the Prime
Contractor does hereby assign, transfer and set over unto the Owner all such rights claims
and demands.
B. 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 herein 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
FIFTY ($50.00) 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.
C. Cumulative Remedies
Every right or remedy herein conferred upon or reserved to the Owner shall be cumulative,
shall be in addition to every right and remedy now or hereafter existing at law or in equity
or by statute, and the pursuit of any right or remedy shall not be construed as an
election. Provided, however, that the provisions of the REMEDIES SECTION shall be
the exclusive measure of damages for failure by the Prime Contractor to complete the
construction of the Project within the time herein agreed upon.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
586
File 7669
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
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
587
File 7669
whole or a part of the Project.
d) THE PROJECT
The Project is the total construction more particularly described in the Building
Construction Services Agreement, of which the Work performed under the Contract
Documents may be the whole or a part of the Project and which may include construction
by the Owner or by separate contractors. All references in these General Conditions to or
concerning the Work or the site of the Work will use the term “Project,” notwithstanding
that the Work may only be a part of the Project.
e) THE DRAWINGS
The Drawings (also known as the “Plans”) are the graphic and pictorial portions of the
Contract Documents, wherever located and whenever issued, showing the design, location
and dimensions of the Work, generally including plans, elevations, sections, details,
schedules, and diagrams.
f) THE SPECIFICATIONS
The Specifications are that portion of the Contract Documents consisting of the written
requirements for materials, equipment, construction systems, standards, and workmanship
for the Work, performance of related services, and other technical requirements.
g) THE PROJECT MANUAL
The Project Manual is the volume or volumes which contain the bidding requirements,
sample forms, General Conditions for Building Construction, special provisions, and
Specifications. The Project Manual may be modified by written addendums issued by the
Owner during bidding, in which case the written addendums become a part of the Project
Manual upon their issuance, unless otherwise indicated by the Owner in writing.
h) ALTERNATE
An Alternate is a variation in the Work on which the Owner requires a price separate from
the City Building General Conditions Base Bid. If an Alternate is accepted by the Owner,
the variation will become a part of the Contract through the execution of a change order or
amendment to the Contract and the Base Bid will be adjusted to include the amount quoted.
If an alternate is accepted by the Owner, and later deleted prior to any Work under the
alternate being performed or materials delivered to the Project site, the Owner will be
entitled to a credit in the full value of the alternate as priced in the 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:
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
588
File 7669
(1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite,
crocidolite, tremolite, anthophylite or actinolite, whether friable or non-friable;
(2) any polychlorinated biphenyls (“PCBs”), or PCB-containing materials, or fluids;
(3) radon;
(4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or
gaseous waste;
(5) any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons,
petroleum products, crude oil or any fractions thereof, any oil or gas exploration or production waste,
any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition,
concentration or area of release could have a significant effect on human health, the environment, or
natural resources;
(6) any substance that, whether by its nature or its use, is subject to regulation or requires environmental
investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or
regulations;
(7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined
by Section 9001(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
589
File 7669
conditions, including but not limited to subsurface conditions, under which the Work is to
be performed and correlated personal observations with requirements of the Contract
Documents.
(c) The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work by the Prime Contractor. The Contract Documents
are complementary, and what is required by one shall be as binding as if required by all;
performance by the Prime Contractor shall be required only to the extent consistent with
the Contract Documents and reasonably inferable from them as being necessary to produce
the intended results.
(d) Organization of the Specifications into divisions, sections, and articles, and arrangement
of Drawings shall not control the Prime Contractor in dividing the Work among
Subcontractor(s) or in establishing the extent of Work to be performed by any trade.
(e) Unless otherwise stated in the Contract Documents, words which have well-known
technical or construction industry meanings are used in the Contract Documents in
accordance with such recognized meanings.
(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);
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
590
File 7669
(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.
1.3 OWNERSHIP 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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
591
File 7669
INFORMATION IS FURNISHED TO THE PRIME CONTRACTOR ONLY IN ORDER
TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE.
BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT,
WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART,
IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER
SHALL HAVE NO LIABILITY FOR THIS MATERIAL.
(b) Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall
secure and pay for necessary approvals, easements, assessments, and charges required for
construction, use, or occupancy of permanent structures or for permanent changes in
existing facilities.
(c) Information or services under the Owner’s control shall be 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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
592
File 7669
this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner’s rights under
Paragraph 12.2.
2.4 OWNER’S RIGHT TO CARRY OUT THE WORK
If the Prime Contractor fails or refuses to carry out the Work or perform any of the terms,
covenants, or obligations of the Contract Documents, and fails or refuses to correct any failure
or refusal with diligence and promptness within fourteen (14) days after receipt of written
notice from the Owner, the Owner may correct the Prime Contractor’s failure or refusal or
cause such failure or refusal to be corrected, without affecting, superseding, or waiving any
other contractual, legal, or equitable remedies the Owner has, including but not limited to the
Owner’s termination rights under Article 13. In that case, an appropriate Change Order will be
issued deducting the Owner's cost of correction, including Architect/Engineer's compensation
for additional services and expenses made necessary by the failure or refusal of the Prime
Contractor from payments then or thereafter due to the Prime Contractor. The cost of correction
is subject to verification (but not approval) by the Architect/Engineer. If payments then or
thereafter due the Prime Contractor are not sufficient to cover the cost of correction, the Prime
Contractor shall pay the difference to the Owner.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
593
File 7669
been avoided by the above-described check, study, comparison, and reporting. In the event
the Prime Contractor continues to work on an item where an inconsistency, ambiguity,
error, omission, conflict, or discrepancy exists without obtaining such clarification or
resolution or commences an item of the Work without giving written notice of an error,
omission, conflict, or discrepancy that might have been avoided by the check, study, and
comparison required above, it shall be deemed that the Prime Contractor bid and intended
to execute the more stringent, higher quality, or state of the art requirement, or accepted
the condition “as is” in the Contract Documents, without any increase to the Contract Sum
or Contract Time. The Prime Contractor shall also be responsible to correct any failure of
component parts to coordinate or fit properly into final position as a result of Prime
Contractor's failure to give notice of and obtain a clarification or resolution of any error,
omission, conflict, or discrepancy, without any right to any increase to the Contract Sum
or Contract Time.
(b) The Prime Contractor shall perform the Work in accordance with the Contract Documents
and submittals approved pursuant to Paragraph 3.12.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
594
File 7669
not in any way eliminate the Architect/Engineer's responsibility to the Owner under the
Architect/Engineer/Owner Agreement.
(e) Any Prime Contractor, Subcontractor, Sub-subcontractor, or separate contractor who
commences Work over, in, or under any surface prepared by the Owner or by any other
contractor, subcontractor, sub-subcontractor or any separate contractor, without the Prime
Contractor having given written notice to the Architect/Engineer of the existence of any
faulty surface or condition in the surface that prevents achieving the quality of
workmanship specified by the Contract Documents and without having obtained the prior
approval of the Architect/Engineer and the Owner to proceed is deemed to have accepted
the surface or condition in the surface as satisfactory at the commencement of such Work.
Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in
the surface that was not pre-approved by the Architect/Engineer or the Owner after notice
as provided above may be rejected and replacement required, without any increase to the
Contract Sum or Contract Time.
(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;
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
595
File 7669
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 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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
596
File 7669
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.
(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);
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
597
File 7669
(5) the Owner retains the right to review and approve Subcontractors selected by the Prime
Contractor to perform work activities covered by allowances.
3.9 SUPERINTENDENT
The Prime Contractor shall employ a competent superintendent and necessary assistants who
shall be in attendance at the Project Site during performance of the Work. The superintendent
shall represent the Prime Contractor, and communications given to the superintendent shall be
as binding as if given to the Prime Contractor. Important communications shall be confirmed
in writing. Other communications shall be similarly confirmed on written request in each case.
The Owner reserves the right to request that the Prime Contractor replace its superintendent at
any time and the Prime Contractor will replace said superintendent at the Owner’s direction.
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
598
File 7669
(4) The construction schedule shall be revised and updated monthly to reflect the actual
status of the Work and shall be submitted with each Application for Payment.
(5) On or before the first day of each month, following the date of commencement of the
Work as stated in the notice to proceed, the 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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
599
File 7669
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.
(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,
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
600
File 7669
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.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
601
File 7669
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.
(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,
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
602
File 7669
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.
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,
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
603
File 7669
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.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
604
File 7669
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.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
605
File 7669
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.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
606
File 7669
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.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
607
File 7669
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.
(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:
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
608
File 7669
(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.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
609
File 7669
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.
(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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
610
File 7669
(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).
(i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver
of claims by the Owner except those arising from:
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
611
File 7669
(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.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
612
File 7669
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.
(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:
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
613
File 7669
(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.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
In the event of a termination of this Contract by the Owner under Article 14, the Prime
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
614
File 7669
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.
(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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
615
File 7669
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.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
616
File 7669
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
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
617
File 7669
(d) The method of determining the cost or credit to the Owner for any change in the Work shall
be one of the following:
(1) mutual acceptance of a not-to-exceed lump-sum amount properly itemized and
supported by sufficient substantiating data to permit evaluation; or
(2) unit prices stated in the Contract Documents or subsequently agreed upon; or
(3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable
fixed or percentage fee; or
(4) the force account method provided in Subparagraph 7.1(e)
(e) If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d)
(1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final dollar
figure; or if the Contractor for whatever reason refuses to sign the Change Order in
question; the Contractor, provided he receives a written order signed by the Owner, shall
promptly proceed with the Work involved. The cost of the Work involved shall then be
calculated on the basis of the reasonable jobsite expenditures and savings of those
performing the Work attributable to the changes, including a reasonable allowance for
overhead and profit, such allowance in any case never to exceed fifteen (15%) per cent. In
such case, the Contractor shall keep an itemized accounting of the Work involved, on a
daily basis, in such form and with the appropriate supporting data as the Architect/Engineer
and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to
the Architect/Engineer each day during the performance of force account work, with copies
to the Owner.
FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED
ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER
BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S
DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE
ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work
are limited to the following:
(1) costs of labor, including social security, old age and unemployment insurance, fringe
benefits required by agreement or custom, and worker’s compensation insurance;
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
618
File 7669
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.
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,
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
619
File 7669
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.
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
620
File 7669
8.3 DELAYS AND EXTENSIONS OF TIME
(a) If the Prime Contractor is delayed at any time in the progress of the Work by an act or
neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate
contractor employed by the Owner, or by changes ordered in the Work, or by labor
disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond
the Prime Contractor’s control, or by delay authorized by the Owner pending a claim, or
by other causes which the Architect/Engineer determines may justify delay, then the
Contract Time shall be extended by Change Order for such reasonable time as the
Architect/Engineer and Owner may determine.
(b) Claims relating to Contract Time and time extensions shall be made in accordance with the
applicable provisions of Paragraph 4.3.
(c) No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE
CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO
ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE PRIME
CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY
ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY
DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR
INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR
UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK,
INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN
PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE
OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE,
AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a)
BEING THE PRIME CONTRACTOR’S SOLE REMEDY.
(d) The Owner shall have the right to occupy, without prejudice to the right of either party,
any completed or largely completed portions of the structure or Work, notwithstanding the
fact that the Contract Time for completing all or a portion of the Work may not have
expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken
or used.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
621
File 7669
unnecessarily or become damaged in any way, and shall take every precaution to prevent
damage or deterioration of the Work performed. In cases of suspension of the Work under
this Subparagraph, the Prime Contractor shall also provide suitable drainage about the
Work and erect temporary structures where necessary. The Prime Contractor shall not
suspend the Work in whole or in part without written authority from the Architect/Engineer
or the Owner, and shall resume the Work promptly when notified by the Architect/Engineer
or the Owner to resume operations.
(g) In the event of a delay that is the responsibility of the Prime Contractor or any of the
Subcontractors, for which the Prime Contractor is not entitled to a time extension under
the provisions of this Contract, the Owner may direct that the Work be accelerated by
means of overtime, additional crews or additional shifts, or resequencing. This acceleration
shall be at no cost to the Owner and will continue until the Contract Time is restored. In
the event of a delay for which the Prime Contractor is entitled to a time extension, as
determined by the Architect/Engineer, Owner may similarly direct acceleration and the
Prime Contractor agrees to perform same on the basis that the Prime Contractor will be
reimbursed only to the extent described in Subparagraph 4.3(i). THE PRIME
CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION
RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR
PRODUCTIVITY OR EFFICIENCY.
ARTICLE 9 - PAYMENTS AND COMPLETION
9.1 CONTRACT SUM
The Contract Sum is stated in the Building Construction Services Agreement and, including
authorized adjustments, is the total amount of compensation payable by the Owner to the Prime
Contractor for the performance of the Work under the Contract Documents.
9.2 SCHEDULE OF VALUES
Before the first Application for Payment, the Prime Contractor shall submit to the
Architect/Engineer a schedule of values allocated to various portions of the Work, prepared in
such form and supported by such data to substantiate its accuracy as the Architect/Engineer
may require. This schedule, when approved by the Architect/Engineer and the Owner, shall be
used as a basis for the Prime Contractor's Application for Payment. The schedule of values
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
622
File 7669
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.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
623
File 7669
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:
(a) City of Denton “General Conditions for Building Construction.”
(b) Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of
AIA Form G702 (Application and Certificate for Payment) as approved by the Owner.
(c) The issuance of a Certificate for Payment will constitute a representation by the
Architect/Engineer to the Owner, based on the Architect/Engineer’s observations at the site
and the data comprising the Application for Payment, that the Work has progressed to the
point indicated and that, to the best of the Architect/Engineer’s knowledge, information
and belief, quality of the Work is in accordance with the Contract Documents. The
foregoing representations are subject to an evaluation of the Work for conformance with
the Contract Documents upon Substantial and Final Completion, to results of subsequent
tests and inspections, to minor deviations from the Contract Documents correctable prior
to Final Completion and to specific qualifications expressed by the Architect/Engineer.
The issuance of a Certificate for Payment will further constitute a representation that the
Prime Contractor is entitled to payment in the amount certified, subject to the Owner’s
approval. The issuance of a Certificate for Payment is not a representation that the
Architect/Engineer has:
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
624
File 7669
(4) made examination to ascertain how or for what purpose the Prime Contractor has used
money previously paid on account of the Contract Sum.
(d) Whenever the Application for Payment for Work done since the last previous Application
for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a
percentage of the Application, less applicable retainage, to the Prime Contractor within
thirty (30) days following Owner’s receipt and approval of the Certificate for Payment
certified by the Architect/Engineer. The Application may include acceptable nonperishable
materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the
payment will be allowed on the net invoice value, less taxes and applicable retainage.
(e) The City is required to withhold five percent (5%) retainage for public works contracts in
which the total contract price estimate at the time of execution is more than $400,000;
however, this requirement is applied by the City for all public works contracts in excess of
$50,000. The retainage will be withheld by the Owner from each progress payment until
final completion of the Work by the Contractor, approval of final completion by the
Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise
required by state law, the retainage percentage as specified above is based upon the original
Contract Sum, and will not be affected in the event the original Contract Sum is
subsequently increased by Change Order.
(f) No progress payments shall be made on contracts where performance and payment bonds
are not required or furnished. In such instances, payment for the Work performed will be
made upon final completion and acceptance by the Owner of all Work.
9.5 DECISIONS TO WITHHOLD CERTIFICATION
(a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold
a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect
the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations
to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer
or the Owner is unable to certify payment in the amount of the Application, the
Architect/Engineer or the Owner will notify the Prime Contractor as provided in
Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot
agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for
Payment for the amount for which the Architect/Engineer is able to make the required
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;
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
625
File 7669
(3) failure of the Prime Contractor to make payments properly to Subcontractors or for
labor, materials, or equipment;
(4) reasonable evidence that the Work cannot be completed for the unpaid balance of the
Contract Sum;
(5) damage to the Owner or another contractor;
(6) reasonable evidence that the Work will not be completed within the Contract Time, and
that the unpaid balance would not be adequate to cover actual or damages for the
anticipated delay;
(7) persistent failure to carry out the Work in accordance with the Contract Documents; or
(8) mathematical or other errors that are discovered in the Application for Payment.
(b) When all of the above reasons that existed for withholding certification are removed or
remedied, then, at that time, certification will be made for amounts previously withheld.
(c) The Owner may, at its option, offset any progress payment or final payment under the
Contract Documents against any debt (including taxes) lawfully due to the Owner from the
Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the
Contract Documents or otherwise, and regardless of whether or not the debt due to the
Owner has been reduced to judgment by a court.
9.6 PROGRESS PAYMENTS
(a) After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make
payment in the manner and within the time provided in the Contract Documents, and shall
so notify the Architect/Engineer. The Owner shall not be liable for interest on any late or
delayed progress payment or final payment caused by any claim or dispute, any
discrepancy in quantities, any failure to provide supporting documentation or other
information required with the Application for Payment or as a precondition to payment
under the Contract Documents, or due to any payment the Owner or the Architect/Engineer
has a right to withhold or not certify under the Contract Documents. Notwithstanding the
foregoing, the Owner may 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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
626
File 7669
(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.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
627
File 7669
time within which the Prime Contractor shall finish all items on the punch list
accompanying the Certificate.
(c) The Certificate of Substantial Completion shall be submitted to the Owner and the Prime
Contractor for their written acceptance of responsibilities assigned to them in the
Certificate.
(d) Upon Substantial Completion of the Work or designated portion thereof and upon
application by the Prime Contractor and certification by the Architect/Engineer, the Owner
shall make payment, reflecting adjustment in retainage, if any, for the Work, or portion of
the Work, as provided in the Contract Documents.
9.8 PARTIAL OCCUPANCY OR USE
(a) The Owner may occupy or use any completed or partially completed portion of the Work
at any stage when such portion is designated by separate Supplemental Agreement with
the Prime Contractor, provided such occupancy or use is consented to by the insurer as
required under Subparagraph 11.2(e) and authorized by public authorities having
jurisdiction over the Work. Such partial occupancy or use may commence whether or not
the portion is Substantially Complete, provided the Owner and Prime Contractor have
accepted in writing the responsibilities assigned to each of them for payments, retainage if
any, security, maintenance, heat, utilities, damage to the Work and insurance, and have
agreed in writing concerning the period for correction of the Work and commencement of
warranties required by the Contract Documents. When the Prime Contractor considers a
portion Substantially Complete, the Prime Contractor shall prepare and submit a list to the
Architect/Engineer as provided under Subparagraph 9.7(b). Consent of the Prime
Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the
progress of the Work shall be determined by written agreement between the Owner and
Prime Contractor or, if no agreement is reached, by decision of the Architect/Engineer.
(b) Immediately prior to such partial occupancy or use, the Owner, Prime Contractor, and
Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to
be used in order to determine and record the condition of the Work.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
628
File 7669
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;
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
629
File 7669
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.
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
630
File 7669
(e) USE OF EXPLOSIVES - CLAIMS AND TOTAL INDEMNIFICATION. The Owner
shall have the right to pre-approve the use of any explosives on the Project; the Prime
Contractor shall not assume in its bid that permission to use explosives will be granted.
The Owner shall NOT be liable for any claim for additional time or compensation as a
result of the Owner's denial of permission to use explosives. Where use of explosives is
permitted by the Owner, the Prime Contractor EXPRESSLY AGREES TO BE SOLELY
RESPONSIBLE for the determination as to whether explosives shall actually be used, and
for any result from the use, handling or storage of explosives, and shall INDEMNIFY,
DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and
employees, and the Architect/Engineer against any and all claims, lawsuits, judgments,
costs or expenses for personal injury (including death), property damage or other harm for
which recovery of damages is sought, suffered by any person or persons, as the result of
the use, handling or storage of the explosives by the Prime Contractor or any Subcontractor,
REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS
NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR
INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR
FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR
REPRESENTATIVES, OR THE ARCHITECT/ENGINEER AND ITS OFFICERS,
AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any
other indemnity paragraph in this Contract, this paragraph controls. This indemnity
paragraph is intended solely for the benefit of the parties to this Contract and is not intended
to create or grant any rights, contractual or otherwise, to or for any other person or entity.
The Prime Contractor shall 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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
631
File 7669
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.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
632
File 7669
required to construct temporary bridges or make other arrangements for crossing over
ditches or around structures, the Prime Contractor’s responsibility for accidents shall
include the roadway approaches as well as the crossing structures.
10.5 BARRICADES, LIGHTS AND WATCHMEN
If the Work is carried on or adjacent to any street, alley or public place, the Prime Contractor
shall, at the Prime Contractor’s own cost and expense, furnish, erect and maintain sufficient
barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall
take such other precautionary measures as are necessary for the protection of persons or
property and of the Work. All barricades shall be painted in a color that will be visible at
night, shall indicate in bold letters thereon the Prime Contractor's name and shall be
illuminated by lights from sunset to sunrise. The term “lights,” as used in this Paragraph,
shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades
with adequate markings and directional devices shall also be erected to keep vehicles from
being driven on or into any Work under construction. The Prime Contractor will be held
responsible for all damage to the Work due to failure of barricades, signs, lights and
watchmen to protect the Work. Whenever evidence is found of such damage, the
Architect/Engineer may order the damaged portion immediately removed and replaced by
the Prime Contractor at Prime Contractor's cost and expense. The Prime Contractor's
responsibility for maintenance of barricades, signs, and lights, and for providing watchmen,
shall not cease until the Project has been finally accepted by the Owner.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
633
File 7669
connections are built and in service. The existing storm sewers and connections shall be kept
in service and maintained under the Contract, except where specified or ordered to be
abandoned by the Architect/Engineer. All storm water and sewage shall be disposed of in a
satisfactory manner so that no nuisance is created and that the Work under construction will
be adequately protected.
10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER;
ELECTRICITY FOR THE PROJECT
(a) When the Prime Contractor desires to use the Owner's water in connection with the Work,
the Prime Contractor shall make complete and satisfactory arrangements with the Denton
Water Utilities Department and shall be responsible for the cost of the water the Prime
Contractor uses. Where meters are used, the charge will be at the regular established rate;
where no meters are used, the charge will be as prescribed by City ordinance, or where no
ordinance applies, payment shall be based on estimates made by the Denton Water Utilities
Department.
(b) The Prime Contractor shall make complete and satisfactory arrangements for electricity
and metered electrical connections with the Owner or with Denton Municipal Electric in
the event that separately metered electrical connections are required for the Project. The
Prime Contractor shall pay for all electricity used in the performance of the Work through
separate metered electrical connections obtained by the Prime Contractor through the City
of Denton.
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
634
File 7669
(b) In the event the Prime Contractor encounters on the site materials reasonably believed
to be a Hazardous Substance that have not been rendered harmless, and removal of
such materials is not a part of the scope of Work required under the Contract
Documents, the Prime Contractor shall immediately stop Work in the affected area and
report in writing the facts of such encounter to the Architect/Engineer and the Owner.
Work in the affected area shall not thereafter be resumed except by written order of the
Owner unless and until the material is determined not to be a Hazardous Substance or
the Hazardous Substance is remediated. The Owner may choose to remediate the
Hazardous Substance with a separate contractor or through a Change Order with the
Prime Contractor. If the Owner determines that the Hazardous Substance exists in the
affected area due to the fault or negligence of the Prime Contractor or any of its
Subcontractors, the Prime Contractor shall be responsible for remediating the condition
at the sole expense of the Prime Contractor in accordance with the Prime Contractor’s
APPROVED Spill Remediation Plan. An extension of the Contract Time for any delay
in the progress schedule caused as a result of the discovery and remediation of a
Hazardous Substance may be granted by the Owner only if all remaining Work on the
Project must be suspended and the delay cannot be made up elsewhere in the progress
schedule. Any request for an extension of the Contract Time related to the discovery
and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3
and Article 8.
(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:
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
635
File 7669
(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.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
636
File 7669
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
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
637
File 7669
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.
(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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
638
File 7669
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.
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
639
File 7669
request to see such Work and it shall be uncovered by the Prime Contractor. If such Work
is in accordance with the Contract Documents, costs of uncovering and replacement shall,
by appropriate Change Order, be charged to the Owner. If any Work is not in accordance
with the Contract Documents, the Prime Contractor shall pay the costs of uncovering,
repair, replacement unless the condition was caused by the Owner or a separate contractor
in which event the Owner shall be responsible for payment of such costs.
12.2 CORRECTION OF WORK
(a) The Prime Contractor shall promptly correct Work rejected by the Architect/Engineer as
failing to conform to the requirements of the Contract Documents, whether observed
before or after Substantial Completion and whether or not fabricated, installed or
completed. The Prime Contractor shall bear costs of correcting such rejected Work,
including additional testing and inspections and compensation for the
Architect/Engineer’s services and expenses made necessary thereby.
(b) If any of the Work is found to be defective or nonconforming with the requirements of
the Contract Documents, the Prime Contractor shall correct it promptly after receipt of
written notice from the Architect/Engineer or the Owner to do so unless the Owner has
previously given the Prime Contractor a written acceptance or waiver of the defect or
nonconformity. The Prime Contractor’s obligation to correct defective or nonconforming
Work remains in effect for:
(1) one year after the date of Substantial Completion of the Work or designated portion
of the Work;
(2) one year after the date for commencement of warranties established by agreement in
connection with partial occupancy under Subparagraph 9.8(a); or
(3) the stipulated duration of any applicable special warranty required by the Contract
Documents.
(c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect
to portions of the Work performed, repaired, or corrected after Substantial Completion
by the period of time between Substantial Completion and the actual completion of the
Work.
(d) The obligations of the Prime Contractor under this Paragraph 12.2 shall survive final
acceptance of the Work and termination of this Contract. The Owner shall give notice to
the Prime Contractor promptly after discovery of a defective or nonconforming condition
in the Work. The one-year period stated in Clauses (b)(1) and (b)(2) does not limit the
ability of the Owner to require the Prime Contractor to correct latent defects or
nonconformities in the Work, which defects or nonconformities could not have been
discovered through reasonable diligence by the Owner or the Architect/Engineer at the
time the Work was performed or at the time of inspection for certification of Substantial
Completion or Final Completion. The one year period also does not relieve the Prime
Contractor from liability for any defects or deficiencies in the Work that may be
discovered after the expiration of the one year correction period.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
640
File 7669
(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.
ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
641
File 7669
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
642
File 7669
(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 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 attorneys 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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
643
File 7669
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
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
644
File 7669
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.
ARTICLE 14 MISCELLANEOUS PROVISIONS
14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
645
File 7669
(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.
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
646
File 7669
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 thereby forfeit his office or position.
Any violation of this section, with the knowledge, express or implied, of the person, persons,
partnership, company, firm, association or corporation contracting with the Owner shall
render the Contract involved voidable by the Owner's City Manager or City Council.
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
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
647
File 7669
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.
ARTICLE 16 NOTICE OF CONTRACT CLAIM
This Contract is subject to the provisions of the Denton City Code, as amended, relating to
requirements for filing a notice of a breach of contract claim against City. Prime Contractor shall
comply with the requirements of this ordinance as a precondition of any litigation relating to this
Contract, in addition to all other requirements in this Contract related to claims and notice of
claims.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Contractor terms and conditions
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
648
File 7669
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
649
File 7669
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.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
650
File 7669
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.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
651
File 7669
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
652
File 7669
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[X] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
653
File 7669
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
654
File 7669
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;
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
655
File 7669
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.
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
656
File 7669
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: F06241EA-9522-424F-A41E-88F3F2B369B6
657
Whirlix Design Inc.
1751 International Parkway, Suite 131
Richardson, TX 75081
Date: November 19, 2020
Project: Quakertown Phase 2
Location: Denton TX
To: Drew Huffman
BUYBOARD CONTRACT # 592-19, VENDOR # 3120
We are a self-reporting vendor for Buy Board. Please send all purchase orders, payments, etc. directly to
The Whirlix Design team.
SPECIFIED LANDSCAPE STRUCTURES PLAY EQUIPMENT
PLAYTROUND EQUIPMENT
Series: PlayBooster Custom Play Structure
Surface: Engineered Wood Fiber
Installation: By Factory Trained and Certified Installers
Quantity/Sizes: See Attached Renders
Design 1145768-01-01: $101,719.00
BuyBoard Discount: $4,843.00
Play TOTAL: $96,876.00
P&P Bond: $1,938.00
Total: $98,814.00
(Ninety-Eight Thousand, Eight Hundred Fourteen Dollars)
Base Bid Includes:
o Full Submittal Package
o Warranty
o Certified Installation
o Freight
o Engineered Wood Fiber or Surfacing
o 4000 sf 4 Drainage Stone
o 4000 sf Fibar 300
o Electro-Static Paint of Existing swings
o BuyBoard Discount
o Payment, Performance Bonds
o Temporary Fence
o ADA Compliant Play Structures
Base Bid Excludes:
o Sales Tax
o Textura, Oracle, etc.
o Professional Liability Insurance
o Construction Management Software Required for a Specific Project
o Use of Credit Cards as Payment
Exhibit GDocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
658
Whirlix Design Inc.
1751 International Parkway, Suite 131
Richardson, TX 75081
o Demolition of Existing Structure
o Excavation and Removal of Soil
o Haul off or On Site Disposal of Remaining Dirt
o Tuff Timber or Concrete Border
o Drainage
o Geotextile Fabric
o Drilling Through Rocky Soil
o Hitting of New or Existing Sprinkler pipes
o Hitting of private electrical, water, sewer, internet, etc. that are not detectible during a
commercial line location
o Sod Replacement due to Reasonable Path of Travel to Project or Play Area Location. We need
access to project location.
o Surveying of Site
o Craning of Equipment
o Logistical Issues that Prevent Truck or Equipment Access to Site
o Special Augers or Drilling Equipment
o Certified Payroll / Progress Billing
o Setting of Control Points or Benchmarks
o Remobilization Charges Due to Weather or Project Delays
o Offsite Storage of Equipment Due to Weather or Project Related Delays
o On Site Security
o Permitting and Inspections
o Third Party Inspections
o Dumpster
o Latrine on Site
o Geotechnical Report
o Wet Stamped Engineering Drawings
Terms: Net 30 for Existing Customers. All new customers are subject to a credit check and
Possible deposit.
Payment terms will be based, in part, on credit review that is pulled from The Experian Business
Division.
Pursuant to Tex. Prop. Code § 53.159, Whirlix will need any and all Bond information at the time of
Signed Proposal, Contract, and / or Deposit.
Prepared by David Rushing · Whirlix Design Inc · drushing@whirlix.com · 972-658-7518
Acceptance of Approval: The above prices, specifications, and conditions are satisfactory and accepted. You are hereby
authorized to provide all items described above. Any balances not paid within thirty (30) days of the date of the invoice shall accrue interest at the rate of 18% per annum. Any action to construe, declare or enforce this contract shall only be brought in a
court of competent jurisdiction with venue lying solely and exclusively in Dallas County, Texas. The prevailing party in any action
brought to construe, declare or enforce this contract shall be entitled to recover its actual attorney’s fees, attorney’s travel time charges and expenses, paralegal fees, computer access and utilization charges, expert witness fees and expenses, costs, expenses
and expenses of investigation, discovery, and litigation. The parties to this contract expressly waive the right to trial by jury of any
cause of action or defense pertaining to this contract. The above prices, specifications, and conditions are satisfactory and accepted. You are hereby authorized to provide all items described above.
Date: _______________ Signature: ________________________
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
659
Exhibit
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
DocuSign Envelope ID: F06241EA-9522-424F-A41E-88F3F2B369B6
H
Whirlix Design, Inc.
4/14/2021
660
Certificate Of Completion
Envelope Id: F06241EA9522424FA41E88F3F2B369B6 Status: Sent
Subject: Please DocuSign: City Council Contract 7669 Quaker Town Park Phase 2
Source Envelope:
Document Pages: 81 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
4/13/2021 11:48:15 AM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 4/13/2021 2:59:23 PM
Viewed: 4/13/2021 2:59:35 PM
Signed: 4/13/2021 3:02:08 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: 4/13/2021 3:02:12 PM
Viewed: 4/13/2021 3:23:59 PM
Signed: 4/13/2021 3:56:22 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/13/2021 3:56:25 PM
Viewed: 4/14/2021 11:39:26 AM
Signed: 4/14/2021 11:42:30 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jason Edmundson
jedmundson@whirlix.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 76.184.101.45
Sent: 4/14/2021 11:42:34 AM
Viewed: 4/14/2021 11:44:32 AM
Signed: 4/14/2021 11:51:49 AM
Electronic Record and Signature Disclosure:
Accepted: 4/14/2021 11:44:32 AM
ID: 8e1b0f24-b029-49b1-afb7-d1d0a7a6ea98
661
Signer Events Signature Timestamp
Gary Packan
Gary.Packan@cityofdenton.com
Director of Parks and Recreation
Parks and Recreation
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/14/2021 11:51:54 AM
Viewed: 4/14/2021 11:52:20 AM
Signed: 4/14/2021 11:55:24 AM
Electronic Record and Signature Disclosure:
Accepted: 4/14/2021 11:52:20 AM
ID: 83f05fa6-d8f6-49f9-bcba-d9d782c75258
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/14/2021 11:55:27 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/14/2021 9:58:53 AM
ID: 26883246-cbad-4218-89ae-3320a12f5119
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/13/2021 3:02:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/14/2021 11:55:28 AM
662
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/14/2021 11:55:28 AM
Viewed: 4/16/2021 11:21:18 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Drew Huffman
Drew.Huffman@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/13/2018 2:52:26 PM
ID: 0fcc9a04-4fe5-41d0-935e-32877832cf92
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/13/2021 2:59:23 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
663
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Jason Edmundson, Gary Packan, Rosa Rios, Drew Huffman
664
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
665
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
666
667
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-758,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 their designee,to execute a contract with Curtco,Inc.,for Crack Sealing Services for the
Street Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7572 -
awarded to Curtco, Inc., in the five (5) year not-to-exceed amount of $2,900,000.00).
City of Denton Printed on 4/23/2021Page 1 of 1
powered by Legistar™668
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: April 27, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or their designee, to execute a contract with Curtco, Inc., for Crack Sealing
Services for the Street Department; providing for the expenditure of funds therefor; and providing an
effective date (RFP 7572 – awarded to Curtco, Inc., in the five (5) year not-to-exceed amount of
$2,900,000.00).
INFORMATION /BACKGROUND
The City of Denton Streets Department initiated a contract to accelerate the preventative maintenance
program for pavement. Sealing surface cracks prevents moisture from penetrating into the sub-grade and
causing pavement failure. In addition, utilizing this process extends the life of the pavement up to five years.
Based on historical spend and future projections the contract NTE is $2,900,000 for five (5) years.
Request for Proposals was sent to 81 prospective suppliers, including six (6) Denton firms, of this item. In
addition, specifications were placed on the Materials Management website for prospective suppliers to
download and advertised in the local newspaper. Seven (7) proposals were received, references were
checked, and proposals were evaluated based upon published criteria including delivery, compliance with
specifications, probable performance, and price. Best and Final Offers (BAFO) were requested from the top
firm. Based upon this evaluation, Curtco, Inc. was ranked the highest and determined to be the best value
for the City.
NIGP Code Used For Solicitation: 745 - Road and Highway Building
Materials (Asphaltic)
Notifications Sent For Solicitation Sent In Ionwave: 81
Number Of Suppliers That Viewed Solicitation In Ionwave: 24
HUB-Historically Underutilized Business Invitations Sent Out: 5
SBE-Small Business Enterprise Invitations Sent Out: 19
Responses From Solicitation: 7
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
669
RECOMMENDATION
Award a contract with Curtco, Inc., for Crack Sealing Services for the Street Department, in a five (5) year
not-to-exceed amount of $2,900.000.
PRINCIPAL PLACE OF BUSINESS
Curtco, Inc.
Center Point, TX
ESTIMATED SCHEDULE OF PROJECT
This is a five (5) year contract.
FISCAL INFORMATION
These services will be funded from Street Department Operating Funds. Requisitions will be entered on an
as-needed basis and the City will only pay for services rendered and is not obligated to pay the full contract
amount unless needed.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Pricing Evaluation
Exhibit 3: Presentation
Exhibit 4: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Daniel Kremer, 940-349-7193.
Legal point of contact: Marcella Lunn at 940-349-8333.
670
Line # Description QTY UOMUnitBAFO Extended Unit Extended Unit Extended Unit Extended Unit Extended Unit Extended Unit Extended12Asphalt Pavement [Clean Seal (squeegee) method] 260,000 LB$1.80 - $468,000.00$1.37 $356,200.00 $1.51 $392,600.00 $1.48 $384,800.00 $3.00 $780,000.00 $3.75 $975,000.00 $5.00 $1,300,000.003Concrete [Route Seal Method] 50,000 Linear Feet$1.30 - $65,000.00$1.96 $98,000.00 $1.94 $97,000.00 $3.85 $192,500.00 $3.00 $150,000.00 $5.00 $250,000.00 $15.00 $750,000.004Install backer road in cracks 1" or larger 2,000 Linear Feet$1.00 $0.65 $1,300.00$0.10 $200.00 $0.08 $160.00 $2.50 $5,000.00 $0.50 $1,000.00 $7.50 $15,000.00 $1.00 $2,000.005Deploy Portable Message boards 30 Day$200.00 $125.00 $3,750.00$25.00 $750.00 $45.00 $1,350.00 $400.00 $12,000.00 $500.00 $15,000.00 $300.00 $9,000.00 $1.00 $30.00Item #1234Exhibit 2RFP 7572 - Pricing Evaluation for Crack Sealing Services EvaluationDelivery / Project Schedule - 20%Curtco Inc.American Pavement Solutions, Inc.SuperSealingUSA (Adventus Material Strategies)Anthony Services (Tim Anthony Services)SCODELLER CONSTRUCTIONTALBRAN ENTERPRISES LLCScout 5 ConstructionContract Total 5 years:$538,050.00$52,437.00$2,900,000.00Compliance with Specification - 15%Probable Performance - 20%Price - 45%Total Score:Description10.7PRICING SHEET FOR ANNUAL CRACK SEAL SERVICES PRICING SHALL INCLUDE ALL COSTS TO PROVIDE SERVICES AS SPECIFIEDRespondent's Business Name:Principal Place of Business (City and State):Annual Total:10% Annual Contingency Years 2-5$491,110.00 $594,300.00 $946,000.00 $1,249,000.00 $2,052,030.00$455,150.00Gilmer, TXCurtco Inc.Center Point, TXScout 5 Construction42.416.48638.41010.7751.934.5 21.79.3844.35.3 12American Pavement Solutions, Inc.SuperSealingUSA (Adventus Material Strategies)San Antonio, TX Denton, TX Wixom, MI Frisco, TXSCODELLER CONSTRUCTIONTALBRAN ENTERPRISES LLC81.138.116111673.6459.36Anthony Services (Tim Anthony Services)6.746.7Green Bay, WI13.361.141.76.766.7671
Crack Sealing Services
Council Presentation
April 27, 2021
File ID 21-758 672
Crack Sealing
•Utilized as preventive maintenance for City streets.
•Seals surface cracks in the roadway preventing moisture penetration into the
subgrade
•Extends the useful life of pavement when used in conjunction with other
maintenance practices.
Estimated Annual Usage +
Inflation (6%)
Year 1 $ 541,000.00
Year 2 $ 541,000.00
Year 3 $ 541,000.00
Year 4 $ 541,000.00
Year 5 $ 541,000.00
Contingency (~6%) $ 195,000.00
Total $ 2,900,000.00
File ID 21-758 673
Recommendations:
•Staff recommends to Award a contract with Curtco, Inc.,
for Crack Sealing Services for the Street Department, in a
five (5) year not-to-exceed amount of $2,900.000.
File ID 21-758 674
QUESTIONS
Daniel Kremer
Deputy Director of Operations
(940) 349-7193
Daniel.Kremer@CityofDenton.com
File ID 21-758 675
ORDINANCE NO. _________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
EXECUTE A CONTRACT WITH CURTCO, INC., FOR CRACK SEALING SERVICES FOR
THE STREET DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7572 – AWARDED TO CURTCO,
INC., IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $2,900,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
Supply of Crack Sealing Services for the Street Department; and
WHEREAS, the City Manager, or a designated employee, has received, 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 CONTRACTOR AMOUNT
7572 Curtco, Inc. $2,900,000.00
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 wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
676
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 of Denton
under this ordinance to the City Manager of the City of Denton, or their 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 vote [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Birdia Johnson, District 1: ______ ______ ______ ______
Connie Baker, 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 ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
677
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
678
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
RFP 7572
Erica Garcia
Crack & Sealing Services
Yes
679
Contract # 7572
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND CURTCO, INC.
(CONTRACT 7572)
THIS CONTRACT is made and entered into this date _______________________, by
and between Curtco, Inc. a Texas Corporation whose address is 6133 Highway 27, Center Point,
TX 78010-5596, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a
home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval
of the Denton City Council and subsequent execution of this Contract by the Denton City Manager
or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the mutual
benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document
RFP # 7572 Crack Sealing, a copy of which is on file at the office of Purchasing Agent and
incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP 7572 (Exhibit “B” on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Insurance Requirements (Exhibit “D”);
(e) Contractor’s Proposal (Exhibit "E");
(f) Certificate of Interested Parties Electronic Filing (Exhibit "F");
(g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor 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, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (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.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
680
Contract # 7572
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, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor, 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.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
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: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
President
Center Point, TX 78010
830-634-3434
6133 Hwy 27
Curtis Wheatcraft
General Manager of Public Works
Public Works
ethan cox
681
Contract # 7572
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $2,900,000. Pricing shall be per Exhibit E attached.
2. Contract Terms
The contract term will be five (5) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. At the sole option of the City of Denton,
the Contract may be further extended as needed, not to exceed a total of six (6) months.
3. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
682
Contract # 7572
4. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that
falls short of specified performance standards as outlined below:
Delivery beyond contracted lead times
Performance below contracted levels (services only)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the
performance standards outlined above are not met in full. The Contractor shall be assessed a two
(2%) percent profit fee each month when any two (2) or more performance standards outlined
above are not met in full. At the end of each month, the City will review the monthly reports and
determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
683
Contract # 7572
Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
684
Contract # 7572
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
685
Contract # 7572
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
686
Contract # 7572
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
687
Contract # 7572
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
688
Contract # 7572
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
689
Contract # 7572
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City’s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to
the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
690
Contract # 7572
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City’s evaluation of and determination to
accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
691
Contract # 7572
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
692
Contract # 7572
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
693
Contract # 7572
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
694
Contract # 7572
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere
in the world of the rights associated with the City’s’ ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract.
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor
agrees that the City’s specifications regarding the deliverables shall in no way diminish
Contractor’s warranties or obligations under this paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
695
Contract # 7572
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any
such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
696
Contract # 7572
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation
solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article
XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including
dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the
Contractor shall render the Contract voidable by the City. The Contractor shall complete and
submit the City’s Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
697
Contract # 7572
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
698
Contract # 7572
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
699
Contract # 7572
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
700
Contract # 7572
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
701
Contract # 7572
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
702
Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
703
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.
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
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
704
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.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
705
[ ] 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.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
706
ATTACHMENT 1
[ ] 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:
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
707
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:
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
708
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
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.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
709
RFP 7572
EXHIBIT E
Line #Description QTY UOM
1 PRICING SHEET FOR ANNUAL CRACK SEAL SERVICES PRICING SHALL INCLUDE ALL COSTS TO PROVIDE
SERVICES AS SPECIFIED
2 Asphalt Pavement [Clean Seal (squeegee) method]260000 LB
3 Concrete [Route Seal Method]50000 Linear Feet
4 Install backer road in cracks 1" or larger 2000 Linear Feet
5 Deploy Portable Message boards 30 Day $125.00
$0.65
$1.30
$1.80
Unit
Center Point, TX
Vendor
City & State
Curtco Inc.
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
710
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: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
711
Exhibit
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
DocuSign Envelope ID: 6DB2E669-1C81-4519-9B3F-49F6C4FC1E31
G
Curtco, Inc.
4/1/2021
X
712
Certificate Of Completion
Envelope Id: 6DB2E6691C8145199B3F49F6C4FC1E31 Status: Sent
Subject: Please DocuSign: City Council Contract 7572 Crack and Sealing Services
Source Envelope:
Document Pages: 34 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
3/30/2021 4:40:09 PM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 3/30/2021 4:41:12 PM
Viewed: 3/30/2021 4:41:25 PM
Signed: 3/30/2021 4:42:10 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: 3/30/2021 4:42:13 PM
Viewed: 3/31/2021 7:30:15 AM
Signed: 3/31/2021 7:30:49 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.185.202.16
Sent: 3/31/2021 7:30:52 AM
Viewed: 3/31/2021 10:26:18 AM
Signed: 3/31/2021 10:28:46 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Curtis Wheatcraft
cwheatcraft@aol.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 209.182.240.161
Sent: 3/31/2021 10:28:48 AM
Viewed: 3/31/2021 2:38:32 PM
Signed: 4/1/2021 6:30:00 AM
Electronic Record and Signature Disclosure:
Accepted: 3/31/2021 2:38:32 PM
ID: d0ec207a-8022-4345-9efd-0ea15c4767ae
713
Signer Events Signature Timestamp
ethan cox
ethan.cox@cityofdenton.com
General Manager of Public Works
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/1/2021 6:30:04 AM
Viewed: 4/2/2021 9:23:32 AM
Signed: 4/2/2021 9:23:38 AM
Electronic Record and Signature Disclosure:
Accepted: 8/7/2018 4:24:18 PM
ID: feebacc3-151e-47bb-af6d-be8889ffcb35
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/2/2021 9:23:42 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/1/2021 4:33:19 PM
ID: 76b478f1-b111-4b6f-afd4-d9fd5e12b041
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/30/2021 4:42:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/2/2021 9:23:42 AM
714
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/2/2021 9:23:42 AM
Viewed: 4/2/2021 9:30:14 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robbin Webber
robin.webber@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/30/2021 4:41:12 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
715
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Curtis Wheatcraft, ethan cox, Rosa Rios
716
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
717
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
718