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HomeMy WebLinkAbout2000-040ORDINANCENO a0W_0510 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A WATER MAIN COST PARTICIPATION AGREEMENT BETWEEN THE CITY OF DENTON AND LENNOX OAKS -II, L P FOR THE CITY'S PARTICIPATION IN THE OVERSIZING OF WATER MAINS AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS ORDINANCE, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City desires to participate in the cost of oversizing water mains to be designed, installed, and constructed by Lennox Oaks -II, L P in an amount not to exceed Twenty Thousand Two Hundred One Dollars and Eighty -Four Cents ($ 20,201 84), in accordance with §34-118(b)(2) of the Code of Ordinances of the City of Denton, Texas and TEX LOC GOV'T CODE §212 072, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SSECTION 1 That the City Manager is authorized to execute a Water Main Cost Participation Agreement Between the City of Denton and Lennox Oaks -II, L P for the oversizmg of approximately 3,062 linear feet of eight (8") inch on -site water main to a twelve (12") inch water main, substantially in the form of the attached Agreement, which is incorporated herewith and made a part of this ordinance for all purposes, subject to Lennox Oaks -II, L P , entering into a Development Contract with the City of Denton, in accordance with Chapter 34 of the Code of Ordinances of the City of Denton, Texas SECTION 2 That the City Manager is hereby authorized to make the expenditures as set forth in the attached Agreement SECTION 3 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the L day of2000 JAqg,WLLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY %L�� W By S \Our Documents\Ordinances\99\Water Main Cost Pancctp Agrmt Lennox Oaks II ord doe THE STATE OF TEXAS § COUNTY OF DENTON § WATER MAIN COST PARTICIPATION AGREEMENT BETWEEN THE CITY OF DENTON AND LENNOX OAKS -II, L P WHEREAS, Lennox Oaks -II, L P hereafter referred to as "Developer", whose business address is 6116 North Central Expressway, Suite 1313, Dallas, Texas 75206 wishes to develop and improve certain real property named "OAKMONT" (as shown in Exhibit I, attached hereto and incorporated herein by reference), located in the City of Denton, Texas or its extratemtonal jurisdiction, and is required to provide such real property with adequate capacity by designing, constructing and installing a water line of an inside diameter of eight inches (8"), hereafter referred to as the "Required Facilities", and WHEREAS, the City of Denton, Texas, a Municipal Corporation with its offices located at 215 East McKinney, Denton, Texas 76201, hereafter referred to as the "City,' in accordance with its ordinances, wishes to participate in the cost of the construction and installation of said water main to provide for an "oversized" water main to expand its utility system and insure adequate utility service to other customers, NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein the Developer and the City AGREE as follows 1 Developer shall design, install, and construct approximately 3,062 linear feet of twelve (12") inch water mains and all necessary appurtenances thereto, hereafter referred to as the "Oversized Facilities" as shown on Exhibit I, attached hereto and incorporated herein by reference 2 As required by Chapter 34 of the Code of Ordinances of City of Denton, Texas, Developer will enter into a Development Contract prior to beginning of construction of the Oversized Facilities This Development Contract is attached hereto as Exhibit II and incorporated herein by reference This Agreement is subject to and governed by said Development Contract and any other applicable ordinances of the City of Denton, Texas 3 Prior to beginning of construction of the Oversized Facilities, Developer shall obtain, at Developer's sole cost and expense, all necessary permits, licenses and easements The easements, deeds, and plats therefor obtained by Developer shall be reviewed and approved as to form and substance by City prior to the beginning of construction If Developer is unable to acquire needed easements, Developer shall provide City with any requested documentation of efforts to obtain such easements, including evidence of negotiations and reasonable offers made to the affected property owners Any easements for the Oversized Facilities obtained by the Developer shall be assigned to City, if not taken in City's name, prior to acceptance of the Oversized Facilities, and Developer warrants clear title to such easements and will defend City against any adverse claim made against such title 4 City's share in the cost of the Oversized Facilities Based upon the difference in the cost of installing Required Facilities, as determined by City, and the cost of the Oversized Facilities, as determined by City, shall be in an amount not to exceed Twenty Thousand Two Hundred One Dollars and eighty-four Cents ($20,201 84) City may elect one of the following methods to determine City's share of the cost a) Developer shall prepare plans and specifications and furnish them to City City shall competitively bid the required line and the Oversized Facilities in accordance with Chapter 252 of the Texas Local Government Code The difference in the bids shall be used to determine the City's share, subject to City's maximum participation in cost as specified in this Agreement, or b) Developer shall prepare plans and specifications and take bids on the required line and the Oversized Facilities City shall pay Developer the least amount of the following (1) The difference in the bids for the required line and the Oversized Facilities, or (2) Thirty percent (30%) of the bid on the Oversized Facilities as provided for in §212 072 of the Texas Local Government Code or (3) $20,201 86, the maximum participation cost allowed herein The City shall not, in any case, be liable for any additional cost because of delays in beginning, continuing, or completing construction, changes in the price or cost of materials, supplies, or labor, unforeseen or unanticipated cost because of topography, soil, subsurface, or other site conditions, differences in the calculated and actual per linear feet of pipe or materials needed for the Oversized Facilities, Developer's decision as to the contractors or subcontractors used to perform the work, or any other reason or cause, specified or unspecified, relating to the construction of the Oversized Facilities 5 The City will make monthly payments for its share of the Oversized Facilities The Developer shall submit monthly pay requests on forms provided by the City The Developer's engineer shall verify that each pay request is correct Each pay request, along with the engineer's verification, shall be submitted to the Engineering & Transportation Department of the City The City will retain 10% of the total dollar amount until the project is accepted Payment by the City to the Developer will be made within thirty (30) days of receipt of the pay estimate and the engineer's verification 6 To determine the actual cost of the Oversized Facilities, City shall have the right to inspect any and all records of Developer, his agents, employees, contractors or subcontractors, and shall have the right to require Developer to submit any necessary information, documents, invoices, receipts or other records to verify the actual cost of the Oversized Facilities 7 All notices, payments or communications to be given or made pursuant to this Agreement by the parties hereto, shall be sent to Developer at the business address given above and to the Assistant City Manager for Utilities for City at the address given above 8 Developer shall indemnify and hold City harmless from any and all claims, damages, loss or liability of any kind whatsoever, by reason of injury to property or person occasioned by any act or omission, neglect or wrongdoing of Developer, its officers, agents, employees, invitees, contractors or other persons with regard to the performance of this Agreement, and Developer shall, at its own cost and expense, defend and protect City against any and all such claims and demands 9 If Developer does not begin substantial construction of the Oversized Facilities within twelve (12) months of the effective date of execution of this Agreement, this Agreement shall terminate 10 This instrument embodies the entire agreement of the parties hereto and there are no promises, terms, conditions or obligations other than those contained or incorporated herein This Agreement shall supersede all previous communications, representations or agreements, whether verbal or written, between the parties hereto with respect to the subject matter of this Agreement 11 This Agreement shall not be assigned by Developer without the express written consent of the City 12 Any and all suits for any breach of this Agreement, or any other suit pertaining to or ansmg out of this Agreement, shall be brought in a court of competent jurisdiction in Denton County, Texas This Agreement shall be governed by and construed in accordance with the laws of the State of Texas EXECUTED in duplicate original counterpart by the duly -au ho ized officials and officers of the City and the Developer, on this the / St day of 2000 CITY OF DENTON, TEXAS A Texas Municipal Corporation QI MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY V By APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY '� By - "DEVELOPER" LENNOX OAKS -II, L P By ATTEST S \Our Documents\Contracts\99\Water Main Parocip Agrmt Lennox Oaks -II LP doc PROJECT LOCATION N LU w'Il_ i I II �9T i 3062 LINEAR FT a A• OVERSIZED F IL I I S Q O� Iw _-lIOQE2 - IL VIEW —� ci 0 ROBI (5 P F �'il / OAKMONT II SECTION I Engmeeddavelopmenmonnaet PROJECT NO .a U CONTRACT NO 3y THE STATE OF TEXAS § COUNTY OF DENTON § Whereas, Lennox Oak II, L.P. hereafter referred to as "Owner," whose business address is 6116 N. rantral Ek,7 E, Suite 1313, Dallas, Texas 75206 is the owner of real property located in the corporate limits of the City of Denton, or its extratemtonaljunsdiction, and Whereas, Owner wishes to develop the property and such development must be performed in accordance with the applicable ordinances of the City of Denton, hereafter referred to as "City", and Whereas, as a condition to the beginning of construction of said development, a development contract in accordance with Section 212 071 of the Local Government Code is required to ensure that all streets, water and sewer lines, drainage facilities and other improvements which are to be dedicated to the public, hereafter referred to as "Improvements," are constructed in accordance with the City's specifications, standards and ordinances, and [select applicable provision as follows] PAGE EXHIBIT 11 Engimuldewiopmmtontma u Whereas, the Owner elects to construct the Improvements without contracting with another party as prime contractor, in which case the provisions of this contract which refer to "Owner" or "Contractor" shall mean the Owner as named above, or = Whereas, the Owner elects to make such Improvements hereafter set forth by contracting with Pate Brothers Construction, Tnn whose business address is 780 West Mansfield Highway, Kennedale, Texas 76060 hereafter referred to as "Contractor", and Whereas, Owner and Contractor recognize that the City has an interest in ensuring that the Improvements subject to this agreement, which will, upon completion and acceptance by the City, become public property, are properly constructed in accordance with the City's specifications and that payment is made therefor, WITNESSETH As to the Improvements to be dedicated to the public, as specified in Exhibit A, attached hereto and incorporated by reference, to be installed and constructed at Oakmont I2. Section 1, 5000 State School Rd, Denton, Texas the Owner, Contractor and City, in consideration of their mutual promises and covenants contained herein, agree as follows 1 Covenants of Contractor Contractor agrees as follows (a) Specifications To construct and tnstall the Improvements in accordance with PAGE Engineer/developmentcontmet the procedures, specifications and standards contained in Division II and III of the Citv's Standard Specifications for Public Works Construction North Central Texas, as amended, and all addendums thereto, and all other regulations, ordinances or specifications applicable to such Improvements, such specifications, standards, regulations and ordinances being expressly incorporated herein by reference and being made a part of the agreement as though written herein (b) Authority of City Engineer. Inspections. Tests and Orders Owner and Contragtors Warranty That all work on the Improvements shall be performed in a good and workmanlike manner and to the satisfaction of the City Engineer or his representative The City Engineer shall decide all questions, which anse as to the quality and acceptability of materials furnished, work performed, and the interpretation of specifications Guarantee for a period of one year from the date of final acceptance all work as called for in the specification and contract documents to be free from defects in materials and workmanship Owner, contractor and their surety as the case may be shall remedy any such defects m materials and workmanship and pay for any damage to the work or to other work guarantee for a period of one year from the date of final acceptance all work as called for in the specification and contract documents to be free from defects in materials and/or facilities which shall appear within one year from the date of final completion and acceptance by the City The Contractor shall furnish the City Engineer or his representative with every reasonable facility for ascertaining whether or not the work performed was in accordance with the specifications applicable thereto Any work done or materials used without suitable PAGE Engineedde9elopmenton= inspection by the City may be ordered removed and replaced at Contractor's expense The Owner, the Contractor and their surety on the performance bond shall and do hereby warrant and guarantee for a period of one year from the date of final acceptance all work as called for in the specification and contract documents to be free from defects in materials and workmanship Owner, contractor and their surety as the case may be shall remedy any such defects in materials and workmanship and pay for any damage to the work or to other work or facilities which shall appear within one year from the date of final acceptance by the City The City Engineer or lus designee shall perform periodic inspections of the work and shall perform a final inspection prior to the work being turned over to the City and an inspection 30 days prior to the expiration of one year from the date of final completion and acceptance of the work by the City Upon failure of the Contractor to allow for inspection, to test materials famished, to satisfactorily repair, remove or replace, if so directed, rejected, unauthor- ized or condemned work or materials, or to follow any other request or order of the City Engineer or his representative, the City Engineer shall notify the Owner of such failure and may suspend inspections of such work until such failure is remedied If such failure is not remedied to the satisfaction of the City Engineer, the City shall have no obligation under this agreement to approve or accept the Improvements (c) Insurance To provide for insurance in accordance with the insurance requirements applicable to contractors as provided for in Item 126 of Division I of the Standard Specifications for Public Works Construction North Central Texas, as amended, the provisions of which are expressly incorporated herein by reference, provided, however, for purpose of this PAGE 4 e Engmeeddevelopmenmontmd provision only, "Owner," as used therein, shall mean the City of Denton (d)Means and Methods of Construction That the means and methods of construction shall be such as Contractor may choose, subject, however, to the City's tight to reject any Improvements for which the means or method of construction does not, in the judgment of the City Engineer, assure that the Improvements were constructed in accordance with City specifications (e) Books and Records All of the Owner's and the Contractor's books and other records related to the project shall be available for inspection by the municipality 2 mutual Covenants of Owner and Contractor Owner and Contractor mutually agree as follows (a) Performance Bonds That if building permits are to be issued for the development prior to completion and acceptance of all improvements that are to be dedicated to the public, the following security requirements shall apply (i) The Owner or Developer shall provide a performance bond in an amount not less than the amount necessary to complete the Improvements, as determined by the City Engineer, shall be submitted guaranteeing the full and faithful completion of the Improvements meeting the specifications of the City, shall be in favor of the City, and shall be executed by a surety company authorized to do business in the State of Texas in accordance with Chapter 2253 of the Texas Government Code The Owner and his Contractor shall assign any and all rights in the bond to the City at the time the improvements are transferred to and accepted by the City (tl) If the cost of completing the improvements at the time building permits are issued is an amount of $15,000 or less, as determined by the City Engineer, cash money in the amount necessary to complete the improvements, as determined by the City Engineer, may be deposited with a bank or escrow agent pursuant to an escrow agreement ensuring PAGES Engmar/developmemeonaac[ completion of the improvements without exception, the City's escrow agreement form shall be used and the escrow agreement shall remain in effect for one year from the date of final completion and acceptance of the work by the City (b) Retainaae Final Payments [This provision (c) applies only where the Owner and Contractor are not the same parry ] That as security for the faithful completion of the Improvements, Contractor and Owner agrees that the Owner shall retain ten percent of the total dollar amount of the contract price until after final approval or acceptance of the improvements by the City The Owner shall thereafter pay the Contractor the retainage, only after Contractor has furnished to the Owner satisfactory evidence including Owners affidavit that all indebtedness has been paid, that all indebtedness connected with the work and all sums of money due for labor, materials, apparatus, fixtures or machinery furnished for and used in the performance of the work have been paid or otherwise satisfied (c) Encumbrances That upon completion and approval or acceptance of the Improvements of the City, the Improvements shall become the property of the City free and clear of all liens, claims, charges or encumbrances of any kind If, after acceptance of the Improvements, any claim, lien, charge or encumbrance is made, or found to exist, against the Improvements, or land dedicated to the City, to which they are affixed, the Owner and Contractor shall upon notice by the City promptly cause such claim lien, charge or encumbrance to be satisfied and released or promptly post a bond with the City in the amount of such claim, lien, charge or encumbrance, in favor of the City, to ensure payment of such claim, lien, charge or encumbrance PAGE Engineer/developmenwontraet (d) Indemnification The Owner shall and hereby does indemnify, defend and save harmless, the City, its officers, agents and employees from all suits, actions or claims of any character, name and description brought for or on account of any injuries or damages received as sustained by any person, persons or property on account of the operations of the Contractor, his agents, employees or subcontractors, or on account of any negligent act of fault of the Contractor, his agents, employees or subcontractors in construction of the improvements, and shall pay any judgment, with costs, which may be obtained against the City growing out of such mjury or damage (e) Agreement Controlling That the provision of this agreement shall control over any conflicting provision of any contract between the Owner and Contractor as to the construction of the Improvements 3 Covenants of City That, upon proper completion of the Improvements in accordance with this agreement, the City agrees to accept the Improvements 4 Venue and Governing Law The parties herein agree that this contract shall be enforcqable in Denton County, Texas, and if legal action is necessary in connection therewith, exclusive venue shall lie in Denton County, Texas The terms and provisions of this contract shall be construed in accordance with the laws and court decisions of the State of Texas S Successor and Assigns This contract shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns PAGE EogmmWdavdoVmwwmw= Executed in triplicate this, 2 3 day of 7:7-Z c tz 19-2 9 LENNOX OAR II, L.P. BY: LENNOX INVESTMENTS, INC. GENERAL PARTNER BY. LLOYD D. BLAYLOCP. PRESIDENT ATTEST APPROVED AS TO LEGAL FORM* HERBERT L. PROUTY, CITY ATTORNEY BY. PATE BROTHERS CONSTRUCTION CITY OF DENTON, TEXAS BY - MANAGER PAGE AAA046FD THE STATE OF TEXAS § COUNTY OF DENTON § PROJECT NO -iS _C= CONTRACT NO Uyv BOND Bond #8155-24-96 KNOW ALL MEN BY THESE PRESENTS That pate Brothers Construction, Inc , 780 W Mansfield Hwy , Kennedale, TX. 76060 of Tarrant County, Texas, hereinafter called Principal and Federal Insruance Company, 15 Mountain View Road, Warren, NJ 07059 a Corporation organized under the laws of the State of Indiana and authorized to do business in the State of Texas, hereinafter called "Surety", are held and firmly bound unto the City of Denton, Texas, a Municipal Corporation, in Denton County, Texas, hereinafter called "City" in the penal sum of Six Hundred & Twenty -Two Thousand, Four Hundred and Seventeen Dollars and 06/1 Dollars, lawful money of the United States, for the payment of which sum well and truly to be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, and firmly by these presents THE Condition of this Obligation is such that, WHEREAS, the Principal entered into a certain contract with Owner, dated _;23 the day of :Vu , 19988_, in the proper performance of which the City o�on, Texas, has an interest, a copy of which is hereto attached and made a part hereof, for the construction of Utility Construction at Oakmont II, Section 1 in Denton, TX NOW, THEREFORE, if the Principal shall well, truly, and faithfully cause to be performed and fulfilled all of the undertakings, covenants, terms, conditions, and agreements of said Contract in accordance with the Plans, Specifications, and Contract Documents during the original term thereof, and any extension thereof which may be granted, with or without notice to the surety, PAGE ONE and during the life of any guaranty required under the Contract, which is incorporated, as if written word for word herein, and shall also well and truly cause to be performed and fulfilled all the covenants, terms and conditions and agreements of any and all authorized modifications of said Contract that may hereafter be made including, without limitation, to remedy and pay for any defects in material and workmanship or damage to other work or facilities which shall appear within one year from the date of final completion, notice of which modifications to the surety being hereby waived, then this obligation shall be void, otherwise to remain in full force and effect PROVIDED, further, that if any legal action be filed on this bond, venue shall lie in Denton County AND, that said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract, or to the work performed thereunder, or the Plans, Specifications, Drawings, etc , accompanying the same shall in any wise affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the work to be performed thereunder. IN WITNESS WHEREOF, this instrument is executed in triplicate, each one of which shall be deemed an original, this the 121 day of `_a , 19 98 PRINCIPAL SURETY Pate prothers Construction, Inc. Federal Insurance Company BY BY DouglaN Bisballe, Vice -President ATTORNEY- IN- FACT Roy E. Simmons ATTEST SECRETARY NOTE POWER OF ATTORNEY OF SURETY MUST BE ATTACHED DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT DATE OF POWER OF ATTORNEY CERTIFICATION MUST NOT BE PRIOR TO DATE OF CONTRACTOR BOND PAGE TWO Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract, or to the work performed thereunder, or the plans, specifications, or drawings accompanying the same, shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract, or to the work to be performed thereunder. IN WITNESSWHEREOF, the said Principal and Surety have signed and sealed this instrument this Z 3 day of J-v4-7 19 98 Pate Brothers Construction, Inc. Principal / /,- By (�`4" Douglas isballe,Vice-Prea en Title Address:780 W. Mansfield Hwy. Kennedale, TX. 76060 (SEAL) Federal Insurance Company Surety &4_4 - o1i y�immons, ttorney- n- acr- Title Address: 19221 IH-45 South, Ste 550 Conroe, TX. 77385 (SEAL) The name and address of the Resident Agent of Surety is: Chubb Companies 1445 Ross Ave., Ste. 4200, Dallas, TX TX — I5202 _----- _ — - AAA0184D Rev. 07/28/94 PB - 4 STATE OF TEXAS COUNTY OF DENTON E E Bond #8155-24-966 Iv -2b 38b KNOW ALL MEN BY THESE PRESENTS: That Pate Brothers Construction, I of the City of Kennedale County of Tarrant , and the State of Texas as principal, and _Federal Insurance Company authorized under the laws of the State of Texas to act as surety on bonds for principals, are held and firmly bound unto Lennox Oak II, L P OWNER, in the penal sum of Si undred & T'j�u,,7e,ntp-Two Thh , our un red a u� "Intern DOl atY; and Og%��------------------- Dollars ($Sa22.417 06--- ) for the payment whereof, the said Principal and Surety bind themselves and their heirs, administrators, executors, successors and assigns, jointly and severally, by these presents: WHEREAS, the Principal has entered into a certain written contract with the Owner, dated the _2,1_ day of 19 98-- for utility construction at Oakmont II, Section 1 in Denton, TX to which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall pay all claimants supplying labor and material to him or a subcontractor in the prosecution of the work provided for in said contract, then this obligation shall be void, otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of the Texas Government Code, Chapter 2253 (Vernon, as currently amended), and all liabilities on this bond shall be determined in accordance with said provisions to the same extent as if they were copied at length herein. PB-3 POWER OF ATTORNEY FEDERAL INSURANCE COMPANY ATTN SURETY DEPARTMENT 15 Mountain View Road, Warren, NJ 07059 Telephone (908) 903-2000 Fax No (908) 903-3656 Know all Men by these Presents, That FEDERAL INSURANCE COMPANY, an Indiana Corporation, has constituted and appointed, and does hereby constitute and appoint Roy E. Simmons, Scott D Chapman, Donna Heckmann Lee and Elaine Lewis of Conroe, Texas ----------------------------------------------- each its true and IawfulAttomey-In Fact to execute undersuch designation in Its name and to affix Its corporate seal to and dellver for and on Its behalf as surety thereon or otherwise, bonds of any of the following classes, to wit 1 Bonds and Undertakings (other than Bail Bonds) filed In any suit, matter or proceeding in any Court, or filed with any Sheriff or Magistrate, for the doing or not doing of anything specified in such Bond or Undertaking 2 Surety bonds to the United States of America or any agency thereof, including those required or permitted under the laws or regulations relating to Customs or Irdemal Revenue, License and Permit Bonds or other indemnity bonds under the laws, ordinances or regulations of any State, City, Town, Village, Board or other body or organization, public or private, bonds to Transportation Companies, Lost Instrument Bonds, Lease Bonds, Workers' Compenestion Bonds, Miscellaneous Surety Bonds and bonds on behalf of Notaries Public, Sheriffs, Deputy Sheriffs and similar public officials 3 Bonds on behalf of contractors In connection with bids, proposals or contracts In Witness Whereof, the saldFEDERAL INSURANCE COMPANY has, pursuant to its By -Laws, caused these presents to be signed by its Vice President and Assistant Secretary and Its corporate seal to be hereto affixed this 21 st day of January 19 98 Apglstgnt Secretary STATE OF NEW JERSEY 1 as County of Somerset J FEDERAL INSURANCE COMPANY BY l Firink Robe on s Vloe President On this 21 t day of January 1998 , before me personally came Kenneth C Wendel to me known and by me known to b�Aeaistant Secretary of FEDERAL INSURANCE COMPANY, the corporation described In and which executed the foregoing Power of Attorney, and the said Kenneth C Wendel being by me duly swom, did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY and knows the corporate seal thereof, that the seal affixed to the foregoing Power of Attorney Is such corporate seal and was thereto affixed by authority of the By -Laws of said Company, and that he signed Bald Power of Attorney as Assistant Secretary of said Company by like authority, and that he Is acquainted with Frank Robertson and knows him to be the Vioe President of said Company, and that the signature of said Frank Robertson subscribed to said Power of Attorney is in the genuine handwriting of said Frank Robertson and was thereto subscribed by authority of said By -Laws and in deponelht's presence, Notarial Seal Acknowledged and Sworn to before me NoTMY s i on he date above?Wn E Fueuc � NawjEaL``e� ofary Public IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE WRITE TO US AT THE ADDRESS LISTED ABOVE Fain 161"183 (Ed eA6) GENERAL WENOIE P WALSH Notary Public, State of New Jersey No 0054°04 Commission Expires April 18, 1908 14,+�¢y��DATE IMM/DDIYYI V``go, a 07/15/1998 ` PRODUCER 713 4030-6000M Alexander and Alexander of Taxes. Inc Acn Risk Services THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 2000 Bering Drivel Suite 900 COMPANIES AFFORDING COVERAGE COMPANY A TIG INSURANCE COMPANY Houston TX 77057.3790 INSURED Pate Brothers Construction COMPANY 780 W Mansfield HWY B Kennedale TX 76060 COMPANY C COMPANY D i THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE b BEEN%ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS BV THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS BEEN REDUCED BY PAID CLAIMS CO LTR TYPE OF INSUflANCE POLICY NUMBER POLICY EFFECTIVE DATE IMMIDD/YY) POLICY EXPIRATION DATE (MMIDD/YYI LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE FxO OCCUR OWNERS&CONTRACTORS PROT GL31374306 01/01 /1998 01/0111999 GENERAL AGGREGATE a 2,000,000 PRODUCTS COMP/OP AGO a 1,000,000 X PERSONAL &ADV INJURY a 1,000,000 EACH OCCURRENCE a 1,000,000 FIRE DAMAGE (Any one fire) a 50,000 MOD EXP IAny one erson) a 5, 000 A AUTOMOBILE LIABILITY CA31374304 01 /01 /1 998 01 /01 /1 999 COMBINED SINGLE LIMIT a 1,000,000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY (Per person) a SCHEDULED AUTOS HIRED AUTOS BODILY INJURY (Par accident) a NON OWNED AUTOS PROPERTY DAMAGE a GARAGE LIABILITY ANY AUTO AUTO ONLY EA ACCIDENT a OTHER THAN AUTO ONLY EACH ACCIDENT 0 AGGREGATE A A EXCESS LIABILrTY X UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPENSATIONAND EMPLOYERS LIABILITY XL897524161 WCN80088059 01 /01 /1 998 01/01/1996 01 /01 /1 999 01/0111999 EACH OCCURRENCE a 10, 000, 000 AGGREGATE a 10,000,000 X `NcsUMI OTH a EL EACH ACCIDENT a 1,000,000 EL DISEASE POLICY LIMIT a 1,000,000 THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE OFFICERS ARE Ig EXCL EL DISEASE EA EMPLOYEE a 1,000,000 DESCRIPTION OF OPERATIONe/LO"TIONSIVEHICLESISPECIAL ITEMS ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKERS' COMPENSATION AND WAIVER OF SUBROGATION IS PROVIDED IN FAVOR OF LENNOX OAK II, LP AND CITY DENTON AS REQUIRED BY WRITTEN CONTRACT CANCELLATION CLAUSE INCLUDES NOTICE OF MATERIAL CHANGE COVERAGE AVAILABLE ONLY TO THE EXTENT OF THE POLICIES W mmm'Nowwwww'7 ) N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE (1041_ LENOX OAK II, L P EXPIRATION DATE THEREOF THE ISSUING COMPANY WILL ROOEXIMNA MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT 6110 CENTRAL EXPWY, SUITE 1313 B�ILUREDTOYMAILSUCH NOTIFOR CE SHALL IMPOSE No OBLIGATION OR LIABILITY DALLAS TX 76206 OF ANY KIND UPON THE COMPANY RB -AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE PHILIP D t1 A ^ORS5 <o@u z PRODUCER 713.430 000 Alexander and Alexander of Texas, Inc b DATE IMMIDDNYI '� 07116/1998 .i THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Aon Risk Services 2000 Bering Drive, Suite 900 HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE COMPANY A TIG INSURANCE COMPANY Houston TX 77057.3790 INSURED Pate Brothers Construction COMPANY 780 W Mansfield HWY B COMPANY Kennedals, TX 76060 C COMPANY D �y $� >m aR't >r>'' Cn�b m .? fi R THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO LTp ryPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DDNY) POLICY EXPIRATION DATE (MM/DDNYI LIMITS A GENERAL LIABILITY GL31374305 01/01/1998 01/01/1999 GENERAL AGGREGATE 0 2,000,000 PRODUCTS COMP/OP AGO 0 1,000,000 X COMMERCIAL GENERAL LIABILITY PERSONAL S ADV INJURY 0 1,000,000 CLAIMS MADE RI OCCUR EACH OCCURRENCE 0 1,000,000 OWNERS h CONTRACTOR S PROT FIRE DAMAGE IAny one fire) 0 50,000 MED EXP (AnY one person) 0 5,000 A AUTOMOBILE LIABILITY CA31374304 01 /01 /1 998 01 /01 /1 999 COMBINED SINGLE LIMIT 0 1,000,000 X ANY AUTO BODILY INJURY (Per person) 0 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) 0 HIRED AUTOS NON OWNED AUTOS PROPERTY DAMAGE 0 GARAGE LIABILITY AUTO ONLY EA ACCIDENT 0 OTHER THAN AUTO ONLY ANY AUTO EACH ACCIDENT 0 AGGREGATE 0 A EXCESS LIABILITY XLB97524151 01 /01 /1 998 01 /01 /1 999 EACH OCCURRENCE 0 10, 000, 000 AGGREGATE 0 10,000,000 X UMBRELLA FORM 0 OTHER THAN UMBRELLA FORM A WORKERS COMPENSATION AND WCN80068059 01 /01 /1998 01 /01 /1999 X I WC BTATU OTH EL EACH ACCIDENT 0 1,000,000 EMPLOYERS LIABILITY EL DISEASE POLICY LIMIT 0 1 000,000 THE PROPRIETOR/ X INCL PARTNERS/EXECUTIVE OFFICERS ARE EXCL EL DISEASE EA EMPLOYEE 0 1,000,000... DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESISPECIAL ITEMS ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKERS' COMPENSATION AND WAIVER OF SUBROGATION IS PROVIDED IN FAVOR OF LENNOX OAK II LP AND CITY OF DENTON AS REQUIRED BY WRITTEN CONTRACT CANCELLATION CLAUSE INCLUDES NOTICE OF MATERIAL CHANGE COVERAGE AVAILABLE ONLY^ TO THE EXTENT OF THE POLICIES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE It12)_ CITY OF DENTON EXPIRATION DATE THEREOF THE ISSUING COMPANY WILL W KXVMlr1 MAIL 215 E McKINNEY E30 XCEPT 10 DAYS NOTICE FOR NON PAVMENVT6 HOLDER NAMED TO THE LEFT BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY DENTON, TX 76201 OF ANY KIND UPON THE COMPANY ITS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE PHIILLIPpD R.$HODS,£ S, CU/ .>�''I:V�.I'�Y�.��i.�'�W». riV.TdaAF;iT!9»''. n,1.0410Ar1 T H E A M E R I C A N INSTITUTE O F ARCHITECTS Oakmont 11— Section 1 DENTON,TEXAS UTILITY CONTRACT 98002 AIA Document A107 Abbreviated Form of Agreement Between Owner and Contractor For CONSTRUCTIONPROJECTS OF LIMITED SCOPE where the Basis of Payment is a S77PULA7ED SUM 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES, CONSULTA770N WI7N ANATTORNEYIS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICA770N Tins document includes abbreviated General Conditions and should not be used With other general conditions It has been approved and endorsed by The Associated General Contractors of America AGREEMENT made as of the 2.3 day of in the year of Nineteen Hundred and Ninety -Eight BETWEEN the Owner LENNOX OAK II, L.P. (Name and address) 6116 CENTRAL EXPWY, SUITE 1313 DALLAS, TEXAS 75206 (214) 696.9933 and the Contractor PATE BROTHERS CONSTRUCTION, INC. (Name and address) 780 WEST MANSFIELD MOHWAY KENNEDALE, TEXAS 76060 (817) 483-0999 The Project is OAKMONT H, SECTION I (Nameandlocanon) DENTON, TEXAS The Engineer 1s USA PROFESSIONAL SERVICES GROUP, INC (Name and address) $700 Stawn o Freeway, Suite 400 Dallas, Texas 75247 (214) 634-3300 The Owner and Contractor agree as set forth below Copyn& 1936, 1951, 1958, 1961, 1963, 1966, 1974, 1978, O 1987 by the Amencaa l utilute of Anlutects, 1735 New York Avenue. N W , Waslbagton, DC. 20006 Reproduahon of she materiel hCnua or substawel quo=00 of its provuaons without written permission offt AlAmolaw the copyngbt laws ofthe United Stake and will be subject to legal prosecubm ALA DOCUMENT A107 - ABBREVIATED OWNED CONTRAaMR AOREBMBW - NMH EDMON - AIAm 01987 THEAMBRICAN MSMUM OPARCHM=1733 NEW YORKAVD n$ N W., WASMOMN DC 20006 A107.1987 1 ARTICLE 1 THE WORK OF THIS CONTRACT 1 1 The Contractor shall execute the entire Work described in the Contract Documents, for complete installation of water, sanitary sewer and storm sewer facilities on the Site, together with all related improvements and facilities, all as described in the Contract Documents to the City of Denton Standards and Specifications The Site shall mean the real property described on Exhibit A attached to this agreement ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 2.1 The date of Commencement is the date from which the Contract Time of Paragraph 2 2 is measured, and shall be the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be faced in a notice to proceed issued by the Owner (Imnt the date ofoommen-wnt brit df}refMm the date V%W Agrumendor eapplicable &a& that the don wi8 befitedin a nonce o proceed) 22 The Contractor shall achieve Substantial Completion of the entire Work not later than (Inuit do calendar dam or umber gVealendar days qUr the date ofrnmmencement Ako inert any requbemenn for earher$ubetandal Completion ofmr Wn pordom of the Work fwt ammdenewhera In the ConlmNDacvmenta) , subject to acbustments of this Contract Time as provided in the Contract Documents (!martp v*Ionq tfam for dgodamdd-wax relating o jMlure o compkte an alma) (See Exhibit E, Item 14.5.2) ARTICLE 3 CONTRACT SUM 31 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of Six Hundred 7Wenty 71wo Thousand Four Hundred SeventeenDonars ($622,417.06 ), subject to additions and deductions as proveded in the Contract Documents, AIA DOOUMRNT A107 ABBREVIATED OWNER-CONTBACPOR AGREEMENT NUM EDITION ALA® • O 1987 THE AMERICAN INSITIVIS OPARCFBr=% 1735 NEW Y0RXAVE1An4N W.,WASIENaM. D C 20006 A187-1987 2 3.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner N/A (Smte the mtmbem or other ident(jloadon of accepted alternatives etOdsions on other altematives are W be made by the Owner subsequent to the execution of this Agreement attach a acheduk ofsuch other altemathwehmdng the atemntjbreach andthe date until which that amount Is valid) 33 Unit prices, if any, are as follows See attached Exhibit B The Contract Sum has been determined as set forth on ExhIW.B and is subject to adjustment as therein provided ARTICLE 4 PROGRESS PAYMENTS 4.1 Based upon Applications for payment submitted to the Engineer by the Contractor and Payment Recommendation letters issued by the Engineer and approved by the Owner, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows 41 See Addendum (Exhibit "E'q 42 (Insert rate ofinterest agreedupon, brow) 4.2 and 4 3 See Addendum (Exhibit "E') (Uxrylaws and requiremenk under the Federal2ruth inLendngAot simtlarskte and h cat canner credit laws and otherreguladow at the Owner s and Contractor s prindpal plans of bu&m&% the location of the FroJed and ekmhm may q ftd the validity of this provident Legal advice should be obtained with reaped to decision; or modlJications and regardng requirements such as written daclawres or watwrs.) ALA DOCUMENT A107 ABBREVLATED OWNEICCONTRACrOR AGREEMENT NWTH EDn70N ALAS • 0 1987 ME ANMRWAN INSITN7rR 0FARCFETECr8. 1783NEW YORKAVENUB,NW, WAQ0WoV0N.D.0 2M A107.1987 3 ARTICLE 6 FINAL PAYMENT 6.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor thirty (30) days after the Work has been fully completed, the Contract fully performed, and a final Payment Recommendation letter has been issued by the Engineer 5.11, 5 2, 5.3 and 5.4 See Addendum (Exhibit "E"') ARTICLE g ENUMERATION OF CONTRACT DOCUMENTS 61 The Contract Documents are hated in Article 7 and, except for Modifications issued after execution of tins Agreement, are enumerated as follows 61 1 The Agreement is this executed Abbreviated Form of Agreement Between Owner and Contractor, AIA Document A107, 1987 Edition 612 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated , are as follows Document N/A Title Pages 61 3 The Specifications are those contained in the Project Manual dated as in Subparagraph 6 12, and are as follows (MAer Hatdm Specj(icadom here orreJhrto an ad&t aaachedto ddaAgreement) Section Title Pages N/A AIA DOCUMENT A107 • ABBREVIATED OWNER -CONTRACTOR AGREEMENT • NINTH EDMON AIAO. O 1907 TNHAMEIUCAN1N=VIEOFARCNnECl81745NEWYORRAVMRMENW,WARBUn0OKD.0 20Wd A1071987 4 6.1 4 The Dmwmp are as fallaws, and am dated unless a different date Is shawabelow (Mther Sat the Drawings hem or r*r wan =hibitaffachadto tMsAgreenent) Number Title Date See attached Exhibit C 61 5 The Addenda, if any, are as follows Number Title Date Addenda issued prior to execution of this Agreement, as described on Exhibit E and made part of this contract. Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 6 61.6 Other documents, If any, forming part of the Contract Documents are as follows (List mry additional documents which are lntendedto form parr O%W Ca ftdDowmanra) N/A AIA DOOe1h9NT A107 ABBREVIATED OWN6&4014TRAC10a AGREEMENT • NWTH EDITION ALAS O IM THE AMERICAN INSITT= OFARCRITRCTE. 1735 NEW YORKAVE" N W.WAE7@1GTON DC 7000E A107.1987 5 GENERAL CONDITIONS ARTICLE 7 CONTRACT DOCUMENTS 7.1 The Contract Documents consist of this Agreement with Conditions of the, Contract (General, Supplementary and other Conditions), Drawings, Specifications, addenda issued prior to the execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor The Contract Documents are complementary, and what is required by one shall be as binding as if required by all, performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results 72 The Contract Documents shall not be construed to create a contractual relationslup of any land (1) between the Engineer and Contractor, (2) between the Owner and Subcontractor or Sub -subcontractor or (3) between any persons or entities other than the Owner and Contractor 73 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site and become familiar with the local conditions under which the Work is to be performed. 74 The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations The Work may constitute the whole or a part of the Project 81 The Owner shall furnish surveys and legal description of the site 8.2 Except for permits and fees which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements assessments and charges required for the construction, use or occupancy of permanent structures or permanent changes in existing f icdities 83 If the Contractor WE to timely correct Work which is not in accordance with the requirements of the Contract Documents or persistently fads to carry out the Work in accordance with the Contract Documents, the Owner, by a written order, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated, however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity ARTICLE 9 CONTRACTOR 91 The Contractor shall supervise and direct the Work, using the highest skill and attention The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless Contract Documents give other specific instructions concerning these matters 92 Unless otherwise provided in the Contract Documents, the 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 the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work 93 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them 94 The Contractor warrants to the Owner and Engineer that materials and equipment furnished under the Contract will be of Contract specified quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective The Contractor shall furnish satisfactory evidence as to the land and quality of materials and equipment 9.4.1, 9.4 2, 9.4 3 and 9.4.4 See Addendum (Exhibit «E„9 AIA DOCUMENT A407 ABBREVLATED OWNHR COMRAC10a AGREEMENT • NDITH EDITION ALA® O 1997 TNEAMERICANINBLnVPE O7 ARCIiTTWM LIM NBWYORKAVENUEN w,wABNDrOION, D C 7 A1014907 6 9.5 Unless otherwise provided in the Contract Documents, the Contractor shall pay sales, consumer, use, and other smular taxes which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect, and shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of Work 96 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of public authorities hearing on performance of the Work The Contractor shall promptly notify the Engineer and Owner if the Drawings and Specifications are to be at variance therewith 9.7 The Contractor shall be responsible to the Owner for the acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under the Contract or any contract with the Contractor 98 The Contractor shall review, approve and submit to the Engineer Shop Drawings, Product Data, Samples and smular subiittals required by the Contract Documents with reasonable promptness The Work shall be in accordance with approved submittals When professional certification of performance criteria of materials, systems or eqmpment is required by the Contract Documents, the Engineer shall be entitled to rely upon the accuracy and completeness of such certifications 99 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials 910 The Contractor shall provide the Owner and Engineer access to the Work in preparation and progress wherever located. 9.11 The Contractor shall pay all royalties and license fees, shall defend sorts or claims for infringement of patent rights and shall hold the Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents unless the Contractor knows that there is or will be an infringement of pqttent 9.12 & 9.12.1 See Addendum (Exhibit "E') 9.12 2 The obligations of the Contractor under this Paragraph 9 12 shall not exceed to the liability of the Engineer, the Engineer's consultants, and agents and employees of any of them ansmg solely out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, Construction Change Directives, designs or specifications, or (2) the giving of or the failure to give directions by the Engineer, the Engineer's consultants, and agents and employees of any of them provided such giving or failure to give is the primary cause of the injury or damage 912 3 See Addendum (Exhibit "E") ARTICLE 10 ADMINISTRATION OF THE CONTRACT 101 The Engineer will provide administration of the Contract in accordance with the Contract Documents. 102 The Engineer will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicating that the Work, when completed, will be in accordance with the Contract Documents However, the Engineer will not be required to make exhaustive or continuous on -site inspections to check quality or quantity of the Work On the basis of on -ate observations as an Engineer , the Engineer will keep the Owner informed of progress of the Work and will endeavor to guard the Canner against defects and deficiencies in the Work 10.3 The Engineer 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 Contractor's responsibility as provided in Paragraphs 9 1 and 16 1 The Engineer will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents 10.4 Based on the Engineer's observations and evaluations of the progress of the work and the Contractor's Applications for Payment, the Engineer will review and after consultation with Owner recommend the amounts due the Contractor and will issue Payment Recommendation Letters in such amounts 105 The Engineer will interpret and decide matters concerning performance under and requirements of the Contract Documents on written request of either the Owner or Contractor AIR DOCUMENT A107 ABBREVIATED OWNER -CONTRACTOR. AGREEMENT NDPni EDITION AAA® O 1997 THE AMERICAN INSITIUM OF ARCHITSCISLM NEW YORKAVENUR,N W.,WASHDIOrON DC.30006 A107.1987 7 The Engineer will make initial decisions on all claims, disputes or other matters in questions between the Owner and Contractor, but will not be liable for results of any interpretations or decisions rendered in good faith The Engineer decisions in matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents All other decisions of the Engineer except those which have been waived by malting or acceptance of final payment, shall be subject to arbitration upon the written demand of either ]arty 10 S See Addendum (Exhibit "E" 106 The Engineer will have authority to reject Work which does not conform to the Contract Documents 107 The Engineer will review and approve and/or take other appropriate action upon the 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 ARTICLE 11 SUBCONTRACTS 11 1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site 112 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Engineer the names of the Subcontractors for each of the principal portions of the Work. The Contractor shall not contract with any Subcontractor, except those identified in writing by Contractor to Owner Contracts between the Contractor and Subcontractors shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contract by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward the Owner ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 12 l The Owner reserves the tight 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 site 12.11 See Addendum (Exhibit "E') 122 The Contractor shall afford the Owner and separate contractors reasonable opportunity for the introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs 123 Subject to Article 14 3 hereof, costs caused by delays, improperly timed activities or defective construction shall be bome by the party responsible thereof ARTICLE 13 CHANGES IN THE WORK 131 The Owner, without invalidating the Contract, may order changes in the Work consisting of additions, deletions or modifications, the Contract Sum and Contract Time being adjusted accordingly Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor and Engineer, or by written Construction Change Directive signed by the Owner and Engineer 132 The Contract Sum and Contract Time shall be changed only by Change Order 133 The cost or credit to the Owner from a change in the Work shall be determined only by written agreement ARTICLE 14 TIME 141 Trine limits stated in the Contract Documents are of the essence of the Contract By executing the Agreement the Contractor confirms that the Contract Tune is a reasonable period for performing the Work. 14.2 The date of Substantial Completion is the date recommended by the Engineer and approved by the Owner in accordance with Paragraph 15 3 143 If the Contractor is delayed at any time in progress of the Work by changes ordered in the Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Contractor's control and fault, or by other causes which the Engineer determines may justify delay, then the Contract Time shall be extended by change Order for such reasonable time mutually agreed upon by the Owner, Engineer and Contractor ALA DOCUMENT A107 ABBREVIATED OWNER -CONTRACTOR AGREEMENT NINTH EDmON AIAO O 1997 THE AMERICAN WffnTUTE OF ARCHUECTS, 1733NEW YORKAVENUB N W WASHINOTON D C, 20 A107-1997 8 14.2, 14 3, 14.4, 14.5.2, 14.5.3, 14.5 4 See Addendum (Exhibit 'W9 ARTICLE 15 PAYMENTS AND COMPLETION 151 Payments shall be made as provided in Article 4 and 5 of this Agreement. 15.2 Payments may be withheld on account of (1) defective Work not remedied, (2) clams filed by third parties, (3) failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment, (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum, (5) damage to the Owner or another contractor, (6) reasonable evidence that the Work will not be completed within the Contract Tune and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay, or (7) failure to carry out the Work in accordance with the Contract Documents 153 When the Engineer agrees that the Work is substantially complete, the Engineer will issue a letter of Substantial Completion 15.3 See Addendum (Exhibit "E' j 154 Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all hens ansmg out of this Contract or receipts in full covering all labor, materials and equipment for which a hen could be filed, or a bond satisfactory to the Owner to indamndY the Owner against such lien if such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such hen, including all costs and reasonable attorneys' Sees 155 The making of final payment shall constitute a waiver of claims by the Owner, unless otherwise agreed to in writing Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for payment, unless otherwise agreed to in writing. ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY 161 The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall take all precautions for safely o� and shall provide necessary protection to prevent damage, mlury or loss to employees on the Work and other persons who may be affected thereby, the Work and materials and equipment to be incorporated therem, and other persons and/or property at the site or adjacent thereto The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury or loss The Contractor shall promptly remedy damage and loss to property at the site caused in whole or in part by the Contractor, a Subcontractor, a Sub - subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Subpamgmphs 1612 and 16 13, except for damage or loss attributable to acts or omissions of the Owner or Engineer or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 9 12, unless otherwise agreed to in writing 162 The Contractor shall not be required to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PCB) ARTICLE 17 INSURANCE 17.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, insurance for protection from claims under workers or workmen's compensation acts and other employee benefit acts which are applicable, chums for damages because of bodily injury, including death, and from chums for damages other than to the Work itself, to property which may anse out of or result from the Contractor's operations under the Contract, whether such operations be by the Contractor or by a Subcontractor or any one directly or indirectly employed by any of them This insurance shall be written for not less than hurts of liability specified in the Contract Documents or required by law, whichever coverage is greater, and shall include contractual liability insurance applicable to the Contractor's obligations under Paragraph 9 12 Certificates of such insurance shall be with the Owner prior to the commencement of the Work. 172 The Owner shall be responsible for purchasing and mantamng the owner's usual liability insurance Optionally, AA DOCUF MNT A107 ABBREMTED OWNER CON BALMS. AOREEME n NM EDLRLON ALA® 0 1W A107-1987 9 nM AMMRLCAN IN=WmOF ARCHn71 M17"NEW YOR&AVBNUB,NW.WABHW=N, DC 20006 ARTICLE 21 OTHER CONDITIONS OR PROVISIONS 212 So long as Owner is not in default under the Contract, Contractor shall not voluntarily permit any laborer's, materialmen's, mechanic's or other smular hen to be filed or otherwise imposed on any part of the Work or the property on which the Work is performed If any laborer's, materialmen's, mechanic's or other similar hen or claim thereof is filed and if Contractor does not cause such hen to be released and discharged forthwith, or file a bond in heu thereof, Owner shall have the right to pay all sums necessary to obtain such release and discharge and deduct all amounts so paid from the Contract Sum, or deduct same from the next succeeding Application for Payment until the total amount of same shall be recouped as Owner may elect Contractor shall indemnify and hold Owner harmless from all claims, losses, demands, causes of action or suits of whatever nature ansing out of any such hen or that part of the Work covered thereby 213 The Contract Documents constitute the entire agreement between the parties hereto with respect to the matters covered thereby All prior negotiations, representations and agreements with respect thereto not incorporated in the Contract Documents are hereby superseded This Agreement can be modified or amended only by a document duly executed by the parties hereto 214 Contractor shall not assign all or any part of this Agreement or any momes due or to become due hereunder without the prior written consent of Owner Owner may, without the consent of Contractor, assign this Agreement to any other party or entity, provided Owner continues to be responsible for the performance of such assignee of Owner's obligations hereunder Subject to the foregoing, this Agreement shall insure to the benefit of and be binding upon the parties hereto and their respective successors and assigns 215 This Agreement shall be governed by and construed under the laws of the State of Texas 216 See Exhibits A, B, C, D, E, F, G and H attached hereto and incorporated herein by reference 217 See Addendum (Exhibit "E") 218 See Addendum (Exhibit "E") This Agreement entered into as of the day and Year first written above LENNOX OAK H, L.P. By Lennox Invest ments, Inc , General Partner Ignan ke r IM D Blaylock President (Printed nine and tide) PATE BROTHERS CONSTRUCTION �Q i attire) Bisballe VicePrest&nt (Printed name and title) 11 A1074987 _ THEAMMCANiNaM OPARCEMEMS�3N6WW y0RRKaMNW_ KAVBNOEWAe}RN0T0NDC IUW6®1987 EXHIBIT "A" FIELD NOTES OF SITE BEING attract or parcel of land situated in the Stephen Hembne Survey, Abstract Number 643, in the City of Denton, Denton County, Texas, and being part of that tract of land conveyed to Lennox Oaks II, L P by Deed recorded In the Real Property Records of Denton County, Texas, Denton County Clerk's File Number and being more particularly described as follows BEGINNING at a one-half Inch iron rod found for the Northwest comer of said Lennox Oaks tract, said comer being on the South line of a tract called 100 acre tract conveyed to the State of Texas for Denton State School at Denton, Texas by Deed recorded in Volume 435, Page 0012, Real Property Records of Denton County, Texas, THENCE North 87001'55" East along the North line of said Lennox Oaks tract and along the South line of said Denton State School tract, a distance of 470 00 feet to a one-half inch Iron rod with cap marked "USA INC, RPLS 2028" set for comer, hereinafter called one-half inch Iron rod set, said Iron rod being the beginning of a non -tangent curve to the left having a central angle of 14058'01 ", a radius of 1780 00 feet, and a chord bearing and distance of South 25029'28" West, 483 88 feet, THENCE in a Southwesterly direction departing the North line of said Lennox Oaks tract and the South line of Denton State School tract and along said non -tangent curve to the left, an arc length of 464 98 feet to a one-half Inch Iron rod set for comer, THENCE South 88"33'17" East a distance of 699 11 feet to a one-half inch iron rod set for comer, THENCE North 74016'00" East a distance of 126 69 feet to a one-half inch iron rod set for comer, THENCE South 15"44'00" East a distance of 108 50 feet to a one-half inch Iron rod set for comer THENCE North 74016'00" East a distance of 50 00 feet to a one-half inch iron rod set for comer, THENCE South 15*44'00" East a distance of 8 02 feet to a one-half inch Iron rod set for comer, THENCE North 74018'00" East a distance of 117 00 feet to a one-half inch iron rod set for comer THENCE South 15044'00" East a distance of 360 00 feet to a one-half inch iron rod set for comer, THENCE South 74016'00" West a distance of 117 00 feet to a one-half inch iron rod set for comer, THENCE South 15"44'00" East a distance of 304 36 feet to a one-half inch iron rod set for comer, THENCE South 74018'00" West a distance of 50 00 feet to a one-half inch iron rod set for comer, THENCE South 15044'00" East a distance of 37 54 feet to a one-half inch iron rod set for comer at the beginning of a curve to the left having a central angle of 16046'36", a radius of 275 00 feet, and a chord bearing and distance of South 24007'18" East, 80 23 feet, THENCE in a Southeasterly direction along said curve to the left, an arc length of 80 52 feet to a one-half Inch Iron rod set for comer, THENCE South 57029124" West a distance of 55 19 feet to a one-half inch Iron rod set for comer, THENCE South 19"10'14" East a distance of 130 89 feet to a one-half inch iron rod set for comer, EXHIBIT "A" FIELD NOTES OF SITE Page 1 of 2 EXHIBIT "B"' CONTRACT SUM WATER DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL 12" Water Main w/Embedment 3062 L F $17 70 $54,197 40 6" Water Main w/Embedment 4129 L F $11 38 $46,988 02 12" Valve 8 Ea $922 15 $7,377 20 6" Valve 20 Ea $422 42 $8,448 40 2" Eclipse Blow off Hydrant 3 Ea $916 39 $2,74917 Cast Iron Fittings 4 Ton $1,127 67 $4,510 68 Concrete Blocking 133 C Y $67 66 $899 88 1" Water Service 116 Ea $353 90 $41,052 40 2" Water Service 1 Ea $839 33 $639 33 Fire Hydrant 8 Ea $1,115 18 $8,921 44 Connect to Existing Main 1 Ea $338 30 $338 30 Remove & Replace HMAC 45 S Y $30 45 $1,370 25 Testing 7,191 L F $0 63 $4,530 33 WATER TOTAL $182,022 80 SANITARY SEWER DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL 8" Sewer Main w/Embedment 5,444 L F $15 83 $86,178 52 Std 4 0' Diameter Manhole 14 Ea $1,291 18 $18,076 52 Std 4 0' Diameter Drop Manhole 3 Ea $1,837 21 $5,511 63 Cleanout 3 Ea $153 44 $460 32 4" Sewer Service 116 Ea $177 00 $20,632 00 8" Cap 4 Ea $34 96 $139 84 Trench Safety 6499 L F $1 13 $7,343 87 TV Inspection 5490 L F $0 84 $4,611 60 Testing 5490 L F $0 57 $3,129 30 Lift Station 1 L S $62,695 71 $62,695 71 Force Main 1,055 L F $11 77 $12,417 35 Manhole over Existing 24" Main 1 Ea $1,001 37 $1,004 37 Force Main Testlna 1,065 L F $0 33 $348 15 STORM SEWER" 8'x6' Box Culvert 125 L F $193 05 $24,131 25 66" Class111 R C P 431 L F $147 79 63,896 05 42" Class III R C P 284 L F $57 17 $16,236 28 42" Class III R C P 103 L F $72 80 $7,498 40 38" Class III R C P 225 L F $43 90 $9,878 00 30" Class IV R C P 223 L F $38 74 $8,639 52 30" Class III R C P 378 L F $34 80 $13,155 24 27" Class III R C P 205 L F $31 63 $6,484 61 24" Class IV R C P 86 L F $32 08 $2,759 07 24" Class III R C P 151 L F $28 72 $4,337 06 EXHIBIT "B" - CONTRACT SUM Page 1 of 2 STORM SEWER (cont.) 210 Class III R C P 32 L F $26 70 $854 47 18" Class III R C P 334 L F $23 69 $7,913 20 7' Dia Manhole 1 Ea $4,418 19 $4,418 19 5' Dia Manhole 1 Ea $2,320 74 $2,320 74 4' Dla Manhole 2 Ea $1,483 71 $2,927 42 Junction Box 1 Ea $12,439 56 $12,439 56 20' Curb Inlet 2 Ea $2,355 98 $4,711 96 10' Curb Inlet 2 Ea $1,577 89 $3,155 78 8' Curb Inlet 12 Ea $1,399 72 $16,798 64 Wye Connection 10 Ea $28 20 $282 00 27" Cap 1 Ea $140 96 $140 96 8'x3' Typo °B' Headwall 1 Ea $4,115 47 $4,115 47 Rock Rip Rap 64 S Y $55 03 $3,521 92 Grade to Drain 320 L F $14 67 $4,694 40 Remove Existing Headwall 1 Ea S338 30 $338.30 SUMMARY: WATER TOTAL SANITARY SEWER TOTAL $182,022.80 $222,446.18 All Items to be constructed per the City of Denton Standards and Specifications Items to include all means of construction required for proper installation (complete in place), including but not limited to labor, supervision, equipment tools, materials, backfill, compaction, final cleanup, and acceptance Traffic control to be provided and maintained by Contractor throughout construction at Contractor's expense It shall be the Contractor's responsibility to restore street ground elevations to within one tenth of a foot to that existing at the time the Project was released for utility construction Payment for this surface restoration shall be subsidiary to the price bid for the various items throughout the project No separate payment will be made. It is acknowledged and agreed that the actual amount of Work to be performed and materials to be furnished under this Agreement may vary from the foregoing estimates Payment shall be for the actual amount of such Work done and materials furnished at the unit prices shown above. The actual measured or computed length, area, solid contents, number and weight only shall be used to determine quantities for final payments, no extra or customary measurements may be used, Any adjustment to the Contract Sum set forth in Article 3 by reason of any variance in quantity of Work performed or material furnished shall be made only by Change Order EXHIBIT "B" - CONTRACT SUM age 2 of 2 EXHIBIT "C" SHEETINDEX 1 COVER SHEET 2 FINAL PLAT SHEET 1 OF 2� 3 FINAL PLAT (SHEET 2 OF 2 4 WATER & SANITARY SEW R PLAN 5 SANITARY SEWER PROFILES - LINES "S-1", "S-2" & "S-3" 6 SANITARY SEWER PROFILES - LINES "S-4", "S-6" & "S-7" 7 SANITARY SEWER PROFILES — LINES "S-5", "S-81, "S-9", "5-10", "S-11" & "S-12" 8 WATER PROFILE — LINE "W-1" 9 UTILITY PROFILES — LINE "W-1" & FORCE MAIN 10 LIFT STATION SITE PLAN & DETAILS 11 DRAINAGE AREA MAP 12 STORM SEWER PLAN AND PROFILE - LINE "D-1" 13 STORM SEWER PLAN AND PROFILE — LINES "D-1" & "D-6" 14 STORM SEWER PLAN AND PROFILE — LINES "D-2", "D-3", "D-4" & "D-5" 15 PAVING PLAN AND PROFILE — Harvard Drive 16 PAVING PLAN AND PROFILE — St John's Drive 17 PAVING PLAN AND PROFILE —Vdlanova Drive 18 PAVING PLAN AND PROFILE — Marquette 19 PAVING PLAN AND PROFILE — Stanford Drive 20 PAVING PLAN AND PROFILE — Centenary Drive 21 PAVING PLAN AND PROFILE — Robinson Road 22 LOT GRADING PLAN 23 LOT GRADING PLAN 24 LOT GRADING PLAN 25 LOT GRADING PLAN 26 STORMWATER POLLUTION PREVENTION PLAN 27 STORMWATER POLLUTION PREVENTION PLAN 28 CITY DETAILS — WATER DISTRIBUTION SYSTEM DETAILS 29 CITY DETAILS — SANITARY SEWER DETAILS 30 CITY DETAILS — STORM SEWER DETAILS 31 CITY DETAILS — STORM SEWER DETAILS 32 CITY DETAILS — STANDARD CONCRETE PAVING DETAILS 33 CITY DETAILS — STANDARD ASPHALT PAVING DETAILS 34 CITY DETAILS — STANDARD ASPHALT PAVING DETAILS EX IT "C" DRAWINGS��FICATIONS Page 1 of 1 All insurance coverage required as herein set forth shall be at the sole cost and expense of Contractor and its subcontractors and suppliers, and all deductibles shall be assumed by, for the account of, and at the sole risk of said Contractor and its subcontractors and suppliers 4 Except where prohibited by law, all insurance policies shall contain provisions that the insurance companies waive the rights of recovery or subrogation against Owner, its agents, servants, invitees, employees, co - lessees, co -venturers, affiliated companies and their insurers All insurance policies shall be endorsed to provide that it may not be cancelled or modified except upon thirty (30) days prior written notice to Owner All insurance policies shall be with such insurance companies as are satisfactory and acceptable to Owner Contractor shall deliver to Owner for its inspection all insurance policies required hereunder or such other evidence of compliance with the foregoing insurance requirements as is satisfactory and acceptable to Owner Contractor shall maintain or cause to be maintained all insurance required by this Exhibit in full force and effect during the entire term of this Agreement and for a period of five (5) years following Completion Not later than thirty (30) days prior to the expiration of any such policy of insurance, Contractor shall deliver to Owner evidence satisfactory to Owner that such policy has been renewed or replaced EXIIIBIT D Page 2 of 2 EXHIBIT "E" ADDENDUM TO ABBREVIATED FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR THIS ADDENDUM to Abbreviated Form of Agreement Between Owner and Contractor ("Agreement") shall amend, supplement, modify, delete and replace by substitution (or where applicable, be mserted as) the indicated provisions of the Agreement Wherever the terms hereof are inconsistent with the Agreement, the terms hereof shall be controlling SUPPLEMENTARY TERMS OF AGREEMENT 41 On the twenty-fifth (25th) day of each month during performance of the work or the first weekday after the twenty-fifth, Contractor shall submit to the Owner, through the Engineer for their approval an Application for Payment in form and substance satisfactory to Owner for the period ending on the twenty-fifth of each month Each Application for Payment shall be for a sum not greater than ninety percent (90%) of that portion of the Contract Sum properly allocable to labor, date of such Application for Payment, less the aggregate of previous payments made by Owner Within twenty-five (25) days after submission of each Application for Payment, provided no default by Contractor has occurred and is continuing hereunder, Owner shall make payment to Contractor for such amounts thereof which have been approved by the Engineer and Owner 42 Each Application for Payment shall contain the following certification by Contractor There are no known mechamds or materialmen's lien claims outstanding at the date of this Application for Payment and no condition or state of facts exists which would give Contractor reason to believe that any such claim may be made All due and payable bills with respect to the Work have been paid to date or are included in the amount requested in the Application of Payment Except for such bills not paid but so included, receipts and waivers from all Subcontractors and matenalmen for Work done and materials fiirmshed to the effective date of this Application for Advance have been obtained in such form as to constitute an effective waiver of hen under the laws of the State of Texas Contractor shall promptly pay all bills for labor and materials performed and furmshed by others in connection with the performance of the Work Owner may require as a condition precedent to the making of any payment hereunder that (i) Contractor submit evidence satisfactory to Owner that no unpaid claims exist for any labor, materials, services or other obligations incurred by Contractor, any Subcontractor or supplier in the performance of Page 1 of 6 the Work hereunder and that no condition or fact exists wluch would cause Contractor to believe that any such claims be thereafter asserted and (n) Contractor, its Subcontractors and suppliers execute and deliver the Owner a general release and waiver of hens in form acceptable to Owner 43 Owner may withhold from any amount included in any Application for Payment (including the Final Application) amounts deemed appropriate by Owner by reason of any of the following (i) written qualifications or exceptions of Engineer or Owner to any Application for Payment, (u) claims of Subcontractors or payments for labor or materials made in the Work, (m) Contractor's failure to perform any obligation under this Agreement or under any other Contract Document, (iv) defective Work or (v) the making, assertion or threat of any clami, action, suit, proceeding, expense, liability, damage or mjury for which Contractor may be liable under Section 9 12 of this Agreement 5 1 1 In addition to the not in derogation of the provisions of Paragraph 15 3 herem, the issuance of a Payment Recommendation letter shall constitute a recommendation to the Owner by Engineer with respect to the amounts to be paid to Contractor Such recommendation shall be non-bmdmg on Owner, and Owner shall be entitled to refuse to make payment on any Payment Recommendation letter if Contractor is in default 52 Upon completion (hereinafter defined), Contractor shall submit a final Apphcation for Payment ("Fuial Application") which shall set forth all amounts due and remaining unpaid to Contractor in respect of the Contract Sum Upon approval thereof by Owner and Engineer and satisfaction of all other conditions to final payment thereunder, provided no default by Contractor has occurred and is continuing hereunder, Owner shall pay to Contractor the amount due under such Final Application 53 The Final Application shall not be payable until (i) thirty (30) days shall have expired after Completion, (a) the surety company or companies issuing labor and material payment bonds and performance bonds, if any, shall have consented to payment of the final application (in) Contractor shall have delivered to Owner a complete release of all hens ansing out of this Agreement and the Work, together with an affidavit of Contractor that the release includes and covers all materials and services for which a hen could be filed, and (iv) Contractor shall have delivered to Owner all warranties and guaranties which are applicable to any part of the Work 54 Completion shall mean the full and complete performance of all Work in accordance with the Contract Documents Completion shall not have occurred until the City of Denton, Texas shall have accepted the Work in accordance with all laws, ordinances, rules, regulations and lawful orders of any governmental authority having jurisdiction over the Work or the Project shall have been satisfied 9 4 1 The warranty provided in Paragraph 9 4 shall be in addition to and not in hinnation of any other warranty or remedy required by law or by the Page 2 of 6 Contract Documents, and such warranty shall be interpreted to require Contractor to replace defective materials and equipment and re -execute defective Work which is disclosed to the Contractor by the Owner within a period of one (1) year after final completion of the entire Work 942 The Contractor shall issue in writing to the Owner as a condition precedent to final payment a "General Warranty" reflecting the terms and conditions of tins Paragraph 9 4 for all Work under the Contract Documents 943 Except when a longer warranty time is specifically called for in the Specification Sections or is otherwise provided by law, the General Warranty shall be for twelve (12) months and shall be in form and content otherwise satisfactory to Owner 944 Warranties shall become effective on a date established by the Owner and Engineer in accordance with the Contract Documents This date shall be the date of Final Completion of the entire Work, unless otherwise provided in any Certificate of Partial Final Completion approved by the parties 912 To the fullest extent permitted by applicable law, Contractor shall and does agree to indemnify, protect, defend and hold harmless the Owner, Owner's partners, affiliated companies of Owner and of any partner, Engineer and their respective officers, directors, shareholders, employees and agents (collectively the "Indemnities") from and against all claims, damages, losses, hens, causes of action, suits, judgments and expenses, including attorney fees, of any nature, land or description of any person or entity, directly or mduectly ansing out of, caused by, or resulting from (in whole or in part), (i) the work performed hereunder, or any part thereof, or (n) any act or omission of Contractor, Any subcontractor of Contractor anyone directly or indirectly employed by them, or anyone that they control or exercise control over (collectively the "Liabilities") Contractor shall promptly advise Owner in writing of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and Contractor, at Contractor's expense, shall assume on behalf of Owner (and the other Indemnities) and conduct with due diligence and in good faith the defense thereof with counsel satisfactory to Owner, provided, however, that Owner shall have the right, at its option, to be represented therein by advisory counsel of its own selection and at its own expense In the event of failure by the Contractor to fully perform in accordance with this indemnification paragraph, Owner, at its option, and without relieving Contractor of its obligations hereunder, may so perform, but all costs and expenses so incurred by Owner in that event shall be reimbursed by Contractor to Owner, together with interest on the same from the date any such expense was paid by Owner until reimbursed by Contractor, at the rate of interest provided to be paid on judgments, under the laws of the State of Texas Tlus indemnification shall not be limited to damages, compensation or benefits payable under insurance policies, workers' compensation acts, disability benefit acts or other employees' benefit acts 9 12 1 It is understood and agreed that Paragraph 9 12 above is subject to, and Page 3 of 6 expressly limited by, the terms and conditions of TEX CIV PRACT & REM COND ANN §§130 001-130 005 (Vernon Supp 1989), as amended Contractor shall not be obligated under Paragraph 9 12 to indemnify or hold harmless Engineer or an agent, servant, or employee of Engineer from liability or damage that is caused by or results from gross negligence of the Engineer in the rendition or conduct of professional duties called for or arising out of the Contract Documents and the plans, designs or specifications that are a part of the Contract Documents 9 12 3 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under this Paragraph 9 12, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the mimmum extent necessary to bring the provision into confomuty with the requirements of such lumtations, and as so modified, the indemnification obligation shall continue in full force and effect 105 is hereby modified to include the following at the end of the paragraph The Engineer (if the matter is referred to the Engineer for initial decision) will review clauns and within ten (10) days after receipt of a claim will either (i) reject the claim in whole or in part, (it) recommend approval of the claim in whole or in part, (in) request the claimant provide additional information in support of the claim, or (iv) suggest a compromise The Engineer's action under the preceding sentence shall be reported to the Owner and the Contractor If a claim is not resolved after consideration of the foregoing and of any further evidence provided to the Engineer, the claimant shall be entitled to pursue its chum in any lawful manner, subject to any limitations contained in the Contract Documents Any recommendation of the Engineer for the disposition of any claim shall not be binding on the Owner or the Contractor 121 1 Owner agrees that its separate Contracts for both the utility work and the paving work on the project shall contain conditions identical or substantially similar to these, including those portions relating to insurance and waiver of subrogation 142 Upon notification from the Contractor that the Work is ready to be reviewed for Completion, the Owner and Engineer shall review the Work, and the Engineer shall promptly prepare and submit to the Owner and the Contractor a list of portions of the Work to be completed or corrected and shall report such other qualifications and exceptions as the Engineer and Owner may deem appropriate Within thirty (30) days after the issuance of such list, Contractor shall remove, remedy, cure, correct or complete all items on the list and all qualifications and exceptions contained therein Thereafter, the Owner and Engineer shall review the work and upon determination by Page 4 of 6 Engineer and Owner that completion has occurred, the Engineer shall issue a letter that completion has occurred to the best of their knowledge 143 In the event that the work is delayed by strikes, lockouts, embargoes, acts of God, national emergency, fires, unavoidable casualties or other causes beyond the control of Contractor and not contributed to in any manner by Contractor, the time for completion may be extended by the number of days by which the work is so delayed, provided, no such extension shall be granted unless Contractor shall have given Owner written notice of such delay within three (3) days after commencement of such delay 144 Extension of the time for completion shall be Contractor's exclusive remedy in the event of any delay caused by or resulting from any act or omission by Contractor Contractor shall be entitled to receive no compensation for any delay or hindrance to the work caused by or resulting from any act or omission by Contractor 1452 Owner and Contractor agree that final completion (herein so called) shall be achieved when this Agreement has been fully performed by Contractor, and Contractor has delivered to Owner a final status letter from the City of Denton stating that all utility work has been accepted Contractor shall have fifteen (15) worlang days from the date that Contractor receives notice from Engineer to proceed to achieve final completion (the "Final Completion Date") If Contractor has not achieved final completion by the Final Completion Date (75 working days), Contractor shall be assessed a penalty of $450 00 for each day after the Final Completion Date for which Contractor has not achieved Final Completion, with no maximum penalty 1453 Any lost working days shall be defined and accounted for by Engineer and Owner or its representative and Contractor will be notified as necessary of the status of the lost working day count If Contractor does not agree with said lost working day count, a third party, agreeable to Owner and Contractor, will be selected to make a final determination of actual lost working days 1454 As used throughout this Contract, the term "working day" shall be defined to mean any day not including Saturdays, Sundays or any legal holidays, in which weather or other conditions, not under the control of the Contractor, will permit hours between 7 00 am and 6 00 p in , provided, however, if in any week there are less than five (5) "working days" as defined herein, Saturday shall be included as a "working day", subject to the weather and other conditions set forth herein 153 is hereby modified to include the following at the end of the paragraph As a consideration of final completion acceptance, the Contractor shall certify that all remaining work, the same being solely of a "punchlist" nature, will be completed within thirty (30) consecutive calendar days or as agreed upon following the date of final completion ("Final Completion") Page 5 of 6 Notwithstanding the foregoing, the Owner may refuse to make payment on any certificate of final completion or any Payment Recommendation letter (including, without hmitation, the final Payment Recommendation Letter) for any default of the Contractor The Owner shall not be deemed in default by reason of withholding payment while any of such defaults remain accrued 203 Notwithstanding anything herem to the contrary, the Contractor's right to terminate the Contract Documents shall always be subject and subordinate to the right of any lender on the project to assume the position of Owner under the Contract Documents 204 In addition to Owner's right to remove Contractor from any part of the work pursuant to the Contract Document, Owner may, at any time, at will and without cause, terminate any part of the work or any subcontract or all remaining work for any reason whatsoever by giving seven (7) days' prior written notice to Contractor specifying the work or subcontract to be terminated If the work or any subcontract is so terminated, Owner shall mcur no liability to Contractor by reason of such termination, (the basis for such payment shall be as provided in the Contract Documents) and for costs directly related to work theretofore and thereafter performed by Contractor in terminating such work or subcontract including reasonable demobilization and cancellation charges provided said work is authorized in advance by Engineer and Owner No payment shall be made by Owner, however, to the extent that such work or subcontract is, was or could have been terminated under the Contract Documents or an equitable adjustment is made or denied under another provision of the Contract Documents In case of such termination, Owner will issue a Construction Change Directive or authorize a change order in making any required adjustment to the date of Final Completion and/or the Contract Sum For the part of the work terminated, the applicable provisions of the Contract Documents shall continue in full force and effect as to all work performed prior to the effective date of termination For the remainder of the work, the Contract Documents shall remain in full force and effect 205 Rights and remedies of Owner and Contractor under this Article 20 shall be non-exclusive and shall be in addition to the cumulative of all other remedies available to such parties at law or in equity, subject only to any express limitation provided in this Agreement 217 Contractor agrees to indemnify and hold its partners harmless from and against all claims, demands, causes of action and expenses (including, but not limited to, court costs and attorney's fees) ansing out of or in connection with the work performed by Contractor, notwithstanding any claims or allegations by any party that Owner's negligence contributed to any such indemmfied claim, demand, cause of action or expense 218 Contractor to provide, as an incidental cost, required city maintenance bond EXHIBIT G OWNER CERTIFICATION STORM WATER POLLUTION PREVENTION PLAN OWNER CERTIFICATION OF STORM WATER POLLUTION PREVENTION PLAN FOR OAKMONT II, SECTION I The owner for the above named construction site is identified below and must sign the following certification statement Name of Owner Lennox Oak II, L.P. Address 6116 N. Central Expwy, Suite 1313 Dallas, Texas 76206 Telephone Number (214) 696-9933 Certification Statement. "I certify under penalty of law that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gathered and evaluated the information submitted Based upon my inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information, the information submitted is, to the best of my knowledge and belief, true, accurate and complete I am aware that there are significant penalties for submitting false information, including the possibility of fine and imprisonment for knowing violations ° This certification is hereby signed in reference to OAKMONT II, SECTION Is Name GZ`NNO k OAK 11 LR Signature-��.�s/ Ga'.Vniox 1W►/. /SIC. 6P Page 1 of 1 Title A es Date EXHIBIT H TEXAS SALES TAX EXEMPTION CERTIFICATE I, the purchaser named above, claim an exemption from payment of sales taxes for the purchase of taxable items described below or on the attached order or invoice from Seller Street address City, State, Zip code Description of items to be purchased, Won the attached order or invoice Purchaser claims this exemption for the following reason I understand that I will be liable for payment of sales tax which may become due for failure to comply with the provisions of the state, city, metropolitan transit authority, city transit department and/or county sales and use tax laws and Comptroller rules regarding exempt purchases Liability for the tax will be determined by the price paid for the taxable items purchased or the fair market value for the penod of time used I understand that it Is a misdemeanor to give an exemption certificate to the seller for taxable Items which I know, at the time of purchase, will be used in a manner other than that expressed in this certificate and that upon conviction may be fined not more than $500 per offense sign ➢ here Pum" Wr NOTE This certificate cannot be issued for the purchase, lease or rental of a motor vehicle THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID Sales and Use Tax °Exemption Numbers" or "Tax Exempt" Numbers do not exist This certificate should be furnished to the supplier Do not send the completed certificate to the Comptroller of Public Accounts Page 1 of 1 ... ,...... .,. Aon Risk Serviaas of Texas NOLCE 2711 N. Haskell Ave.N800 L206 ALTER Dallas, TA 75204 (214) 989-0000 !ax(214) 989-2580 OOMPAANY RNm COMPANY Kurray Construction CO., Inc- 0 515 No. &ealy Avenue �k+T Lewisville, TR 75057 DaI D D THIS IS TO CERTIFY THAT THa FWQIm W INIPV w Vm ua,o, m n..THIS INDICATED, NOIWTTHSTANDINO ANY RiODUSSAINT, TERM OR OONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH ASPECT TO WHICH CEFrnF1CJEXCLUSIONS AND WE ISS ED R SUCH POud TMLA,IIINTEBU�CN MR Sy THE AY NAVE SEHII REDucEDIFr PAICD ICWMBED BAIIN IE aualEDT TO Au THE TERMS TYPS OT ORNMSI PaleT IAII SA /� WDOW fldl Um" L 'k' aWem AMSARY COMIAM4L OENWLLMNUIT' CIAAW MADE ®oOQJR ONNRi S CONINIO.00. PFW LIP noo M19 07/31/97 07/32/96 "'"m 'E ` 1 NgWCi6- ,qa KWOM A AOY IMAY i ^' PJ1011 Oomme Ca 1 FRS D/AMaE "IIM 1 MID Wm" $ Aga Aa1018aSS MASSm AP 250iBEt 07/31/97 07/31/98 00MNEDN/NOL"W 1 t,00D,000 A ANY AUTO ALL aAwO Aurae I pt / SOWODUMI NJ= NIWO AUf08 NOW IMM AV101 II�A�Y 040IIWWIIN 1 FRCPBHY OAMAaE 1 aw" LlAaun ANY AUTO AUTO ONLY a4 ACGOINT L oTHaI THAN AMro aw r ACOOlNP i ADINOUTR 8 /Sa1/MAaaJTY VMVAUA IaaM CUPte6010IE 07/31/9'F 07/31/98 94Naaa—LUNJO AGOPMATe i A DW THAN VMV11UA POIPA WeemDDIPINSumAm mu mmor Ummm wao0MY 07/31/9'i 07/31/98 nx e. OACM ACCONIT e IMM Q.Dow - POUCY UNR awtall AM el th aural e RONTAA- CA &KI RSIyt 1P n R ver Bta es, tease VI - Denton, Texas Wor)Cerev Comgloneation. rsde under all Certificate olicieeaaertifi d is recognized IIIOIMS ANY a. INS ASaNI omp em PCMNY We CAM IGAND SWOST 77a1 City of Denton VSMUTNNI OATS TI SAW, TIe NeuNa apIVANY WSL BIDEAWMI IN MAa Engineering a Transportation Dept. 3_ OAre wRm61 NDTIOI To "a mummATS Pam w m ro TMS IDf 221 N. Elm Street OW MUM TO VAL PAN NOTICS eIAIL W= ND DOWTTCM ON UASbTT Denton TX 76201 OF AIR IOIa aPDMym A11S J� RTA,W�