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2013-101oxD�rrANCE rro. 2013-101 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF A JOlNT TRAINING FACILITY TO BE USED BY DENTON AREA PUBLIC SAFETY ENTITIES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5187-AWARDED TO SCHMOLDT CONSTRUCTION IN THE AMOUNT OF $1,401,517). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public works or improvements in accorclance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the construction of the public works or improvements described in the bid invitation, bid proposals and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposals for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: RFP NUMBER CONTRACTOR AMOUNT 5187 Schmoldt Construction $1,401,517 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Bidders including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award of the bid. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to Bidders and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5187 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive bids and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto. 5ECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ��v�� day of %/ l , 2013 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 5-ORD- 187 STAT� OT T�XAS § COUNTY OF DENT�N § CONTRACT AGREEMENT #5157 BY AND BETWEEN CITY OF DENT�N, '�'EXAS AND SCHMOLDT CONSTRUCTION, INC. T�IIS CONTRACT is made an.d entered into this lst dav of Ma T�, by and between SCHM�LDT CONSTRUCTION, I NC. a corporation, whose address is 5797 CR 126, Suxte A„ Celina, Texas 75009, hereinafter refei�ed to as "Contractox," and the CITY OF DENTON, TEXAS, a Tesas Mtinicipal Cozpoxation and Home-Rule City, hereinaftex refe�x�ed to as "City," to be effective upon approval of the Denton City Council and the subsequer�t execution o:f this Contcact by the Denton City Manag�r or his duiy authorized designee. WITHNESSETH: That for and in consideration of the payments, covenants and agreements contained hexein, and. unde�r the canditions expressed in the bonds attached hereto, Cont�aetor agrees with the Ownar to eommence and connplete the perfoamance of the work specified within the agreement, in the amount of $1,401,517.00 and for the mutual beneiits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide construction services in accordance with the City's RY+'P # 5187, and the Contractor's pxoposal in response il�ea�eto, a copy of which is on file at the office of Purchasing Agent and ineorporated herein for all purposes as"Exhibit A— Exl�ibit I". The Coniract cornsists of this v�mitten agreement and the following items which are attached hereto and incoi�porated hecein by reference; . (a) Contractor R.esponse to RFP/�FB#5] 87 - Pricing (Exhibit "A"} (b) Negotiated Scope of Work and Services and Technical Requirements, Drawings, Gxaphs, Charts, etc, (E�hibit "B"); (Technical S�ecifications and Drawings are availabae at the Office of the Purchasing Manager and at ljtfi://www.cit.yafdenton, com/denartments-services/cleuartmeuts-�-n/uiaterials- Inana�em�nt-UUrcixasin�-distr�bution-center-/bids�and�nronosals/ciirrent-bids- �COpO5AIS (c) ContracYor Payraents and Perfoi7nance Milestones (Cxhibit ��C"); (d) City of Denton Standard Terzns and Conditions and Contractual Requirements (Exhibit «D�� 3 (e) Specia� Tei�nls and Gonditians (�xhibit ��E"}; (fl Paymant and Performance Bonds (Exhibit "F"); (g) Insurance Requirements and Documen#s fram Contractor (Exhibit "G"}; (h) Contractor's Business Tnforination (Exhibii "H"); (i} Contractor Response to RFP - Conflict of Interest Questionnaire (Exhibit "X"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event af an inconsistency or conflict in any of tha provisions of the Contract documex�ts, the inconsistency ox• conflict shall be resolved by giving precedence fiist to this v�n•itten Contract, and then to the contract documents in the sequential order in which they are listed above. These docurnents, shall be refened to collectively as "Contract Documents," 1N iNITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SCHMOLDT CONSTRUCTION �� . ��_,� . .� . � TYPED NAi.I�: Ca�•�Schmoldt TITLE: President 972-382-8499 � PHONE NUMBER car�r7c ,schtnoldtconstruction.com E-MAIL ADDRESS ATTEST: : CITY 4� DENTON, TEXAS ,�i Te�as Municipal Cor o tioz� By: GEORGE C, CAMPBELL CITY MANAGER ATTEST: 7ENNIFER WALTERS, CTTY SECRETARY By: APPROV AS '�' EGAL FORM; ANITA BURGESS, CITY ATTORNEY By: � �� l.�-z c , � Exhibit A Contract Pricin� Detai�s n�i��i��u� �i��wr��i�ui i i i � iuni �� ii i i w i i i i ..�;. ��"T.� ' � �� ,�- Apri) 1, 2a13 Elton D. grock C1ty of Denton 9018 Texas Street Denton, 7X 76209 S��#MC�I.�T � �4�__� ��'�.� {:- : 3'. ..i 6�_. ,.-`..,€ �;.r� �.�} RE: ftFP #5187 Denton Area Joint Ttaining Center Dear Mr. E)ton, Please find the at�ached revised pricing sheet with our "best and final offer". After receiving ttle request fast Wednesday, we solicited subcontractors from each specific scope of wvrk, who were in the fowest percentile of original pricing receive.cl. We asked each of khem to prov�de their "best and flnai offe�". Most indicated that the price they submitted was competitive, and wouid not offer much, if any dlscounts, I'm reclucing the base bid price by ld/o. This ln turn reduced the bond (minimalfy). We also reduced alternate 2 by $13,70Q. Total discount offered $27,�83.Q0. I hope we have the opportunity to work with you and the city on this proje�t, I think we would be a good asset to the ream. 5inc�rely, � �...�--� _: _.� �_� � �� '� � .._. �.� �,� � ��.,��.� . . . Cary P. Schmoldr President 5797 CR 12G Sufte A Celina, TX 75009 OfflCe: (972) 382-$499 Fax: (972) 362-8399 www.schmoldteonstruction.cam Exhibit 3 RFP 5187 - Denton i4rea lolnt Training Construction ProJect - Pricing Sheet + Each respondent must siate its proposed costs under the contrect. The respondent shoq complete the Jollawing sedlon, whlch dfredly corresponds to Section !Jf -Scope af Servlces, nnd Sect/on V1, Paymen� and Pe�formance Req�lrements. 7he contracforshoU not -_ �-_ --_ -- -- --- - �_ ---_ _—_--___ --_ -- --='--3�',_--s_:�----- ---_ � —__,_—_- - -- _ _t,;�_.�" . ' _ _ —_ __— _ _ ' - _— _ '___ _ " . .... , ,�..,.,.,�,��..�;ry�rT. _ - - - -- - _ - -- - -- --.,-=� ;: T - -- -- - - =' _ - _=-- - -- - = _ -_ =BesEani]'F)oa�T_O�ff.e'r., �AF.Of= - ----_--- = --- - - �----" _ _ _- ------- — - --- - .��_...�_ =_ ---_ — _ �'DESC I . D - - _- _--- - _ -::7DT L�~M �U --- ---- -- - -- - — -- - _R P_TI _N�=�- - _- - _- -_ - - - --A 9 . 4 .N_T_-=--- -_ _ -- _ - - - - - - = _ -' �--• _ - -- - -=- _ -=_ _-_ -_ - ---- - - ---- = _= -- - - -- - ��_.�s ... _ ,. � .,. ._ .., i _�_rn�.F.�;,::,:_ .:- �`� - — �._----. ___. _._: -,-., .,:. • ---�= = -- --- - - - - - - -- -- _-- - -- - - _ -- - ---= _-- � --= mou�iY:. ,..... _ - - --- - - __ - ---- _ - -- = - ----- -- '�---='�:. `�_. -.�:::. �:..._=,..u<r-,:,,�,., . � - - — - - — - - ;�� :rr._.�� . . .� , .. � .. - �. �.+-1.=.._.c—.-��:��i�.=_'al--�—.—f—�-}.____� _' '`f'—„ __ _ - _ _ _ _ �3=_____�Z — — TOTAL PRICE FOR THE CONSTRUtT10N OF THE DENTON AREA �1,377,000.00 $ 1,363,230,00 IOINT TRAINING FAGLITY : 70TAt PRI[E FORTHE PERFORMANCEAND PAYMEN7 eONoS: $7:7,000 $ 16,987.OD TO7Al PRICE FOR CONSTRUCTION ANP BONDING REQUIREMENTS $1,394,OOD.00 $ 1,3$0,217.00 Alternate #1 $11,&aU.00 $ 11,600.OD Alternate #2 $23,400.00 $ 9,700.00 70TAL PRICE FOR CONSTRUCTION AND BONDING REQUIREMENTS $l,A29,000.00 $ 1,40I.,517.00 CONS7RUC710N Of 7HE FACILIN IS EXPECFED TO BE COMPI.ETED ON OR 6EFORE Augast 31, 2013. If thls date cannot be met, please insert the date thatyour ffrm can com lete the roJect. Au us 31 2013 Auaust . 31 ,2013 ARE THERE AtVY EXCEPTIONS TO THE SPECIFiCATI0N5? No No IF THERE ARE EXCEPTIONS TO THE SPECi�1CAT10NS, EXPIAtN ALt SUCFf EXCEPTIONS (ATTACN ADDITIONAL PAGES IF ' NECES5Al�Y}. N/A N/A Pavment Term Discounts Paymanl tarm6 for the Cftyof penlon are typ)cally 30 days, please t e!he addt o dscoun e�Ae ded lo e ch o 1 I �e �?�'�:�::=:;�'x°.P4 m� :Tet�ns��.r'z��`�'.��_=-� u Invafce Pafd in 20 days 9°� S% Involee pald in 16 days i% 1% _ nvo ce Pal in t0 ays 1% 1% Exhibit B Requ�: Scope of V�'ork and Services Technical Requirements, Drawin�s, Gxaphs, Ch arts, etc. � Scope of Work The intent of this RF� is to obtain complete construction af the Denton Area Joint Training Facility that will seive as joint training facility %;• governmental entities. The work for �vhich proposals are being solicited is described in detai] in the TechnicaI Specification eontained in Exhibit 2,, and the brawings in �xl�ibit 3 of this RI+'P. The �roposal submission shall accux�ately desci7be the P�aposer's understanding of the objectives and scope of the iequested conshuction and provide an outline of the process to complete the requirements of the project. ,.. :. _ : . , . . .: .. .. .. . _ -_: _ : . . . .. . . ... ...... . : .. Special N.ofiee artd Additio.nal Requirement(s): __. _ . . ,.... . . .. . _ . . .. 1. : Additianal .`safe.ty `precautions. ,'shall: .be `izas�ihated. :by :the awarded :.cont�actor, ..as.:the . �vaxk . . enYTironment wall .be �n :an aiea tivhere citizens and employee� `iriay be piesent, and �ork'safeiy ..: _. must be coordinated:wifh the owneir. . ....... _ ....... ..... .. . .. ... : ,. . . ..... .... .. <;... .. __ ,_ , . .. . 2.; .The;Contractor: shaIl��be:respo�sible for �a�i :spoil removals, and'any�'eiccess soil .that will _.. i�ei�uire..removaI: SCHMC�LDT ! �� STATEMENT QF THE CONTRACT�R'S UNDERSTANDING OF THE PROJECT R�QUIR�MENTS Brisfly describe your understanding of the requested services, important issues, and City requirements. • Extensive interior modifications and improvements to an existing 26,Ob5 sq, ft, Denton Area Joint Tr�ining Facility with minor exterior improvements. • Coordination with roofing contractor in providing them with RTU curbs and ensuring the building is "dried-in" prior to the beginning of "tenant finish" work. • Exterior improvemen�s necessary to meet ADA 5797 CR 126 Sulte A Celina, TX 75009 QfFlce: (972) 382-8499 Fax: (972) 382-8399 www.schmoldtconstruction.com Exhibit C Contractor Pa,yment and Performance Milestones ��i►�+ZiI[i��Y�� ' � -'�ii��r3�Z�X��►C� Pavment processing: The City �•eview, inspection, and processing procedui•es for invoices ordinarily require thirty (30) days aft�r receipt of invoices, materials, or services. Proposals which call for payment before thirty (34) days fiom receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the �urchasing Iv�anager, the review, inspectian, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirEy days after receipt of valid invoices for which items or sexvices have been received unless unusual circumstances arise. The30 day processing period for invoices will begin oz� the date the invoice is received or the date the items or services are received, whichever is later. Direet deposit fo�� paYlneatt5: Contractors are encou�•aged to. atrange' for receiving payments tl2rough d'u•ect deposit. Information regarding direct deposit payments is available frozn the City of Denton: Pt�rchasing website: wv�nv.denton�urchasin .� com, Invaices: Invoices shall be sent directly #o the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of Herman Lavvson, City of Denton �acx�ities Management, 69 South Waodrow, Denton, TX 76205. The copy may also be emailed to Mr. Dean Hartley at herman.lawson�c�hro�denton.coxn. Iixvoiees �nust be fully documented as to laboz•, materials, and equi�ment provided, if applicable, and must refcrence the Cifiy of Denton Purchase Order Number in oi•der to be p�•ocessed. No �ayments shall be inade on iuvoices not listing a Purchase Order Niimber. Invoices for paz�tial payrnents on construction projects should xzorrr�aily be pz�esented for payment within the first five days of the month, and submitted on the AIA Pay Application Form. 2. TAX EXEMPTIQN: The City of Denton c�ualifies for sales tax exemption pursuant to tlne provisions of Ai�ticle 20.04 (F) of fhe Texas Limited Sales, Excise and Use Tax Act. Any Contractor perfoirning work undez� this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption cez�ificates to suppliers. Certificat�s must comply with State Comptroller's ruling #95-0.07 and #95-0.09. 3. PAYMENT APPLICATIONS AND PAYMENTS T(� CONTRACTORS: A. Upon presentation of valid payment requests invoices, �t�vkich should be within the first week of each month, the Owner shall make paxtial payments to the Conhacto� fo�' consri�uction accomplislied during the pieceding calendar mflnth on the basis of completed conshvction cei�tified to by tke Cont�•actor and approved by the Owner and Architect/Engineer solely for the purposes of payment: Provided, however, tl�at such approval shall not be deemed approval of the workmanship or materials. Only ninety-five percent (95%} of each paymeni request approved during the construction of the project shall be paid by the Owner to the Contractor prior to completion of the project. Upon the appx'oval by the Owner of the_Contractor's "Final Invoice for Payment" showing the total cost of the construction performed, #he Owner shall make payment to the Conhactoz• of all amounts to which the Contractor shall be entitled there under which shall not have been paid: Provided, however, fhat such �inal payment sha�l be made not later than ninety (90) da�s af�er the date of completion of construction of the pt•oject, as specified in the Final Invoice for Payment, unless withheld because of the fault of the Contracto�. B. The Cantrac#or shall be paid oa� tl�e basis of the percentage of the work actuall� completed for each constiuction item. Tha total amoun# paid for pei�iodic billings shall not eYCeed the rnaxirnum contract p�ice for the consh�uciion of the project as set forth in the contract, unless such excess shali have been approved by the Owner, and Ownea•'s Representative, and in wzxting by the Purchasing Agent as part of a change order. C. No payment shall be due while the Co�f�actor is in default in respect of any of the provisions of this contract, and the 4wner may withhold frorn the ContrACtor the amount of any claim by any third party against either the Confractor or the Owner based upon an alleged failure of tlie Contractor to pei�form the wo�•k hexeunder in aacordance witl� the pxovisions of this contract. This includes alleged failure of the Contractor to make payments to subcontractors. 4. REL�AS� OF LIENS AND CERTIFICATE OF CONTRACTOR: Release o�Liens and Certificate of Contractor shall be accomplished in accoidance with A1�ticle 5.3 of the Standard Tei��s and Cor�ditions. 5. PAYMENTS TO MATERIAL-MEN AND SUBCON�'RACTURS: The Contractor shall pay each nnatez7alman, and each subcontzacto�•, if any, not later than five (5) days after receipt of any payment fi�om the Owner, the amount thereof allowed the Contractor fo� and on account of matexials furnished or constructzon perfoi�n.ed by each materialman or each subcontractar, 6. REMEDIES: A, Completion of Contractor's Default If default sk�all be made by the Contractor or by any subcontractor in the perfo�rnance of any of the terms of this proposal, the Owner, without in any manner limiting its Iegal and equitable �emedies in the circumstances, may serve upon the Contractor and the Surety or Su�•etzes upan the Contractor's bond or bonds a written notice r�quiring the Contractor to cause such default to be corrected forthwith. Unless within twenty {20} days after the sex�vice of such notice upon the Contractor such de�ault shall be corrected or arrangements fo� the correction thereaf satisfactory to the Owner and/ox Engineer shall be made by the Contractor or its Surety or Sureties, the Ownex may take over the constructian of the proyect azxd proseeute the same to completion by contract or otherwise for the account and at the expense oFthe Contractor, and the Contracior and its Surety or Su�•eties shall be liable to tk�e Owner �ar any cost or espense in e.ccess of the contract price occasioned thereby. In such event the Owner may take possession o� and ufilize, in completing the consiructio� o�the project, any materials, tools, su�plies, equipment, appliances, and plant belonging to the Contracto� or any of its subcontractors, which may be situated at the site of the project. The Owner in such contingency may exercise any rights, claims ox demands which the�Contractor may have against third persons in connection with ihis contract and fo� sucli purpose the Conttacto� does hereby assign, t��ansfer and set over unto the �wner all such rights claims and demands, B. Liquidated Damages The time of t3ie completion of consttuction of the project is o£the essence of the conttact. Should the Coz�tractor neglect, refuse or fail to complete the construction within the time herein agreed upon, after giving effect to extensions of time, if any, �erein pravided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, the Owner shall have the right to deduct from and retain out of such money which may be then due ox� which may become due and payable to the Contractor the sum of �'YVE HUNDRED DOLLA.RS 500.00 per day far each and every day, inchiding weekends, thai such eonstruction is delayed an its completion beyond the specified time, as liquidated damages and not as a penalty; if the amount due and to become due from the Owner to the Cont�•actor is insufficient to pay in :full any such liquidated daxnages, the Contractor shall pay ta the Owne�: the amount necessary to effect such payment in full: Provided, however, that the Owner shall promptly noti�Fy the Contractor in writing of the manner in which the amottnt retained, deducted or claimed as liquidated damages t�vas computed. C. C�.ttnulative itemedies Every right or remedy herein conferred upon oz• reserved to the Owner sha11 be cumulative, shall be in addition to every right and remedy novv or hex•eafter existing at law oz in equity or by statute, and the pursuit of any �ight or remedy shall r�ot be conshueci as an eleetion. Provided, hawever, tliat the pro�isions of the �MEDIES'SECTION shall be the �xclusive measure of damages for faiZua•e by the Contractor to complete the�construction of the project within the time hex�ein agreed upon. E��.ibit D CitY of Denton Constructxon Terms and Conditions and � contractual requirements, CITY OF D�NTON GENERAL CONDITIONS FOR BUILDING C4NSTRUCTION ARTICLE 1 GENERAL PROV�SIONS G�NERAL DEFINITIONS 1.1 The follo�ving de�initions apply thronghoirt these General Conc�itions and to the othe�• Contract Documenfs: � a) THE CONTRACT DOCUMENTS The Contract Documents consist of the foimal Building Construction Se�vices Agreement between tk�e Qwner and the Contractor, these C'reneral Conditions and othez• supplementary conditions included by special provisions or addezzda, drawings, specifications, addenda issueci prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Atxxendrnent is: (1) a r�vritten Supplemental Agreement to the Contract signed by authorized repzesentatives of bath pai�ties; (2) a Change Order, including Change Ozde�s signed only by the Ownex as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); oz . (3) a written order for a minor change in the Work issued by th.e Az•chitectlEngin��r as described in Paragraph 7.3. The Cont�act Documents alsa include bid documents such as the Ovc�ner's Instructions to Bidders, sample forrias, the Contx•actar's Bid Proposal and �oi�tions of addenda relating to any of these documents, and any other documents, exhibits or atiachrr�ents specifically enumerated in the Buiiding Construction Sezvices Agreement, hut specifically axclude geotechnical and subsurface reports that the Owner may have provided to the Contractor. b) THE CONTRA.CT The Cont�act Documents, as deimed in Paragraph 1.1, are expressly inco�poxated into and made a pu�t of the formal Building Const�uction Services Agreement between the Ownex and the Cantractor by reference in this Paragraph and Paragraph 1, �(which documents are sometimes also refe��ed to collectively in these General Conditions as the "Contract"}, The Contract Documents repxesent the entire and integrated agreement between the Owner and the Contractor and supersede all priox• negaiia�ions, representations or agreements, either written or o�al, The terms and conditions of the Contract Documents ma� be changed only by an Amendment. Tk�e Contract Documenfs shall not be construed #o create a contractual relationship of any kind: (1) between the Architect/Engineer and Contractor; (2} between the Owner and a Subcontractor or Sub-subcontractor; ot (3} between any persons or entaties other than the Owner aad Contractor, The Architect/Engineer shall, however, be entitled to performance and enfo�cement of obZigations under the Contract Docum.ents infended ta facilitate perfai�nance of the Architect/Engineer's duties. c) THE WORK The ternn "Work" means the cons#ruction and services rec}ui�•ed by tk�e Contxac# Documents, whether completed or �artially completed, and includes all labor, materials, equipment, and seivices provided or to be provided by th.e Cantractor, or any Subcontractors, Snb- subcont�•actors, material suppliers, or any other entity fo� whonn the Cont�•actor is responsible, to fulfill the Cont�actor's obligations, The Work may constitute the whole ot• a part of the Project. d) THE PR4�ECT The P�•oject is the total construction more particularly descx�ibed in the Building Const��uction Services Agreennent, of which the Work pei-foi7ned under the Contract Documents may be the whole or a pai�t of the Project and which may include construction by the Owner or by sepa,rate conri�actors. All references in tk�ese Gene�•a1 Conditions to or concerning the Work oa• the site nf the Work will use the term "Project," notwithstanding that #he Work may only be a part o�the Project. e) THE DRAW�NGS The Drawings (also known as the "Plans") are the grapluc and pictorial portions of the Contract Documents, wherever Iocated and whenever issued, showing the design, location and dinnensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f� THE SPECIFICATXONS The Specifications are that portion of the Contz•act Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship fo� the Work, perfoi•mance of xelated services, and ather #echnical requirements: g) T7�E PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample foiYns, Geneial Conditions for Building Construction, special provisior�s, ar�d Specifications. The 1'roject Manual may he mod��"xed by written addendums issued by tha Owner dui7ng bidding, in which case the rvritten adc�endunns beco►ne a pat�t o�the Prajeet Manual upon their issuance, unless otherwise indieated bp th� Owner in writing. h) ALTERNAT� An Altei�ate is a variation in the Work on which the Owner requires a price separate fiarn the City Building General Conditions Base Proposal. If an Alte�nate is accepted by the Owner, the variation will beconne a pai�t of the Contract thtough the execution of a change order or arnendment to the Contract and the Base Bid will be adjusted to include the amount c�iioied. If an altexrnate is accepted by the Owner, and later deleted prior ta any Work under the altex�r�ate being performed or znatezials delivered ta the Project site, the Owner will be entitled to a credit in the fu11 value of th� alternate as priced in the Contractar's Bid. i) BASE Proposal T�e Base Pxoposal is the price quoted for the Work before Altei�axes are considered. j) I-IAZARDOUS SUBSTANCE The teixn Hazardous Substance is defined to include the following: (1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, trernolite, anthophylite or actinolite, whether friable or non- friable; (2) any polychlorinated biphenyls ("PCBs"), or PCB-containing materials, or fluids; (3) radon; (4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous w�ste; (5) any pollutant or contarninant (including but not limited to petzoleum, petroleYim hydrocarbons, petroleum products, cxude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic tx�etals) which in its condition, concent�ation oi• area of release could have a sigmificant effect on human health, the en�vuonment, or natural resou�•ces; (6) any substance that, whether by its nature o�� its use, is subject to regulation or requires envuonmental investigation, monitoring, ox• �•etnediation under any federal, s#ate, or local envuonmental laws, a'ules, or �egulations; (7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1}{A)(� (including those defined by Section 9001(1) of the � 984 Hazardous and Solid Waste Amendments to the Resource Conservatian and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Te.�as Water Code Anno#ated Section 26.344; and Title 30 of the Texas Adminishative Code Sections 334.3 and 334,4), whether empty, filled or pai�tially filled with any substance; and (8) any other hazaxdous material, hazai•dous waste, hazardous substanc�, soIid waste, and to�ic substance as those ox similar tei�ns are defined under any fedezal, state, or locai environmental laws, ruies, o�• �egulations. k) OTHER DEFINYTIONS � A.s used in the Contract Dociiments, the follor�ving additional tei�ns have the follo�ving meanings: (1) "provide" means to furnish, install, fabaicate, deliver and erect, including all serviees, materials, appurtenances and other eYpenses to complete in place, ready foa operation or use; �(2) "shall" means the action of the party to which reference is being made is manda#ory; (3) "as requi�•ed" means as prescribed in the Contract Documents; and (4) "as necessary" means all action essential oa needec� to complete the woxk in accordance with the Contract Documents and applicable laws, ordinanees, eonstruetion codes, and regulations. 1.2 EX�CUTION, CORRELATYON AND INTENT (a) The Building Consh�uction Services Agreement shall be signeci by duly authorized xepresentatives of the Owner and Coz�tractox as p�•avided in the Agreement. (b) Execution of the Building Construcfion Services Agreement by the Contractoa is a representation that the Contractor has visited the site, becon�e familiar with local canditions, including but not limited to subsi�rface conditions, under which the Wot•k is to be per;foi�ned and coi7elated personal observations with requirements of the Contract Documents. {c) The inte�t o�the Contract Documents is to include all itezns necessary for the proper execution and complation of the Work by the Contractor, The Contract Documenis ax•e complementaiy, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required or�ty to the extent consistent rvith the Contract Documents and reasonably inferable from them as being nec�ssary to prodt�ce the intended z•esults. (d) Organization of the Specifications into divisions, sections, and ai�ticles, and arrangement of Drawings shall not control the Contractox in dividing the VVork among Subcontractoa•s ox• in establishing the extent of Work to be perPormed by any trade. (e} Unless other�vise stated in the Contract Doctunents, words tivhich have weli-known tecluucal or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. ( fl The Drawings and Speci�cations are intended to agree with one another, and Work called for hy Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set foi�th by both. Specifications shall govern rrxaterials, rnethods and quality of work. In the event of a conflict on the Drawings betvveen scale and dimensio�n, figured dimensions shall govern over scale dimensio�s and.large scale drawings shall govein ove�• small scale drawings. Conflict between two or mo�•e dimensions applying to a common point shall be referred to the ArchitectlEngineer/Engineer for final adjustment. Tf discrepancies or conflicts occu� within or between the Drawings and Specifications rega��ding ihe Work, or within or between othea• Contraet Documents, the Contractoi• shall not parform such Work wi#hout having abtained a claiification fior� the Az•chitect/Engineer and resolution by the Owne�. `�'k�e Ownex's decision as to the appropriate resolution o:F a conflict or discrepancy shall be final. Should the Dx�awin�s or the Specifica#ions disagree within themselves or wxtk� each other; the Base Bid will be based on the most eYpensive combination of quality and c�uantity of Work indicated. (g} Deviations fi•om Contiract Aacuments shall be made only after �vritten approval is obtained from Architect/Engin�er and Owner, as provided in Ai�ticle 7. (h) The intention of the Cont��act Documents is to include all matezials, labor, tools, equipment, utilities, appliances, accessories, services, transpoi�tatian, and supervision required to completely pe�•form the fabrication, erection and execution of the Work in its final position. (i) The most recently issued D�•awing or Specification takes precedence over previous issues of the same Dt�awing or Specification, In the event of a conflict, the order of p�•ecedence of inteipretation of the Co�.txact Dacuments is as follows: . . (1) Atnendments (see Paragraph 7,2 for order of precedence between Amendments); {2) the Building Canstruction Services Agceeme�at; (3) addenda, with those addenda of later date having precedence over those of an earlie�• date; (4) the Supplementary Generai Conditions and Special Provisions, if any; (5) the General Conditions for Building Construction; (6) the Speciiications and Drawings. 1.3 OWNER,SHIP AND US� OF ARCHITECT/ENGINE�R'S D�.iA.W�NGS, SPECIFICATIONS AND, OT�IER D�CUMENTS All Drawings, Speciiications, a�id copies thereof furnished by the Axchitect/Engineer are and shal� remain the property of the Owner and are, with the exc�ption of the Contract set for each party, to be �•ehux�ed to the 4wner upon rec�uest at the completion of the Wark. 1..�# CAPITALIZATYON Terms capitalized in these Genezal Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in SubparRgraph 1.1(�), which tei�ns are of common grammatical usage and are not normally capitalized); (2) the titles of numbered articles and id�ntified references to Pax•agraphs, Subparagraphs, and Clauses; (3) the titles of other documents published or used by the Owner as manuals oz• official policy statements; or (4} proper nouns or other words �equixed under standard grammatical rules to be capitalized. ,ARTICLC 2 TH� OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Te:cas m,unicipal coiporation, and is identi�ed as such in the Building Cor�stzuction Services Agreement, and is refez�•ed to tluoughout the Cont�•act Docurnents as if singular in number. The term "Owner" means the Owner or the Owner's autho�•ized representatives, 2.2 INFORMATYON AND SERVICES RCQUIRED UF THE OWN�R (a) The Owner shall furnish the most recent survey desci7bing the physical characteristics, legal �ixnits, utility locations, and a pertnanent benchmark for the site of the Project. The Owner shall also furnish any envuanmental site assessments that may have been given to the Ownez• or conducted for the pro�erty upon which the Project is to be consh�ucted. THIS INFORMATION IS FURNISHED TO THE CONTRACTOR ONLY IN ORDER TO MAKE AISGLQSURE OF THIS MAT-ERiAL AND FORNO 4THER PURP�SE. BY FURNISHING THIS MATERIAL, THE OWNER DOES N4T REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER 1N WHOLE,IN PAR'�', IIV�P�.,iCZTLY �R EXPLICITLY, OR 1N AN'SC OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b) Exce�t for pernvts and fees which ate pxovided for in Subparagraph 3.7ta), the Owner shall secure and pay £�r necessaiy approvals, easements, assesstnents, and charges rec�uired £or consi�uction, use, or occupancy of pei7nanent structures or for permanent changes in existing facilities. (c) Inforri�ation o�• services under the Owne�•'s connol shall be furnished by the Owner with reasonabte promptness to avoid delay in the oa•dex�ly progress of the Work. It is incu�bezxt upon the Gontractor to identify, establish, and maintain a ctu�rent schedule of latest dates for submittal and approval, as required in Paragz•apk� 3.10, including when such infornnation or sei�vices must be delive�•ed. If Owner c�elivers the information or seivices to the Contractor as scheduled and Contractor is not px�epared to accept or act on such infox�tnation or seitiices, then Contractoz shall reimbiii�se Otivner for all extz•a costs incui7ed of holding, storage, a�• x�eter�tion, including redelivezxes by the Owner to comply with the cw.7�ent schedule. (d) Unless otherwise provided in the Contract Docunnents, the Cantractar will be furnished elecri�onic copies of the Drawings and Specifications for bid purposes and one hard copy app�•oved by Building Inspections upon execution 4f the Contract. Cont�•actor may obtain addi#ional copies by paying the cost of additional printing or reproduotion. (e) The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Ai�ticl� 6(Construction by Owner or by Separate Contractors), Ai�ticle 9(Payments and Cpmpletion), and Article 11 (Znsux•ance anc� Bonds). ( fl The Ownea• shall forward all instructions to the Conhactor through the Architect/Engineer, except for the Owner's Notice to Proceed and the Owner's decision to cai�y out Work as desci7bed in Paragt�aph 2.4, (g) The Owner's employees, agents, and consultants may be present at the Pxoject site during pe�•foxrmance af the Work to assist the Axchitect/Engineer in the performance of the Architect/Engineer's duties and to verify the Contracior's recard of the number of workmen employed on the Work, thei� occupationai ciassification, the time each is engaged in tk�e Work, the equipment used in the per�ormance of the Work, and for purpose of vei•ification of Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractar fails to coi7ect any poi�tion of the Work which is not in accord�ce with the �•equiz•ements of the Contract Documents as rec�uued by Paragraph 12.2 or refuses or fails to carry out all or any pai�t of the Work in accordance tivith the Contract Documents, the Owner, by written order, may orde�• the Contractor to stop the Work, or any portion of the Work, until the cause for the oz•der has been elirrainated. The 17ght of the O�vner however, to stop the Work shall not c�•eate or irnply a duty on the part of the Owner to exercise this right for the benefii of the Contractor or any other person or entity. The rights of the Ow�ner �tnder this Paragraph 2.3 shall be in addition to, and nai in restriction of, the Owner's rights under Pa�agraph 12.2. - 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If tha Contz�actoa• fails or refus�s to carry out the Work or perform any of the te��zx►s, covenants, or obligations of the Conhact Documents, and fails or refuses to coi7ect any failure or refusal with diligence and pramptness within fourteen (14) days after receipt of notice fram the Owner, the Owner may cozxeet the Con#raetor's failure or refusal or cause such failure or �efiisai to be carrected, withaut affecting, superseding, or waiving any other contzactual, legal, or equitable remedies the Owner has, inch�ding but not limited to the Owner's tei�nination xiglnts under Az�ticle 13, In that case, an appropiiate Change 4rdar will be issued deducting the 4wner's cost of correction, inciuding .Axchitect/Engineer's coznpensation for addinonal services and e:�penses made necessary by the failure or refusal of the Contracior from payments then or therea$er due to the Contxactor, The cost o£ conection is subject to verification (but not appraval) hy the ArchitectlEngineer. If payrr�ents then or thereafter due the Contxacto�• are not sufficient to cover the cost of correction, the Contractor shall pay the difference to the Owner. 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and app��oval af the required per�oxmance and payment bonds and evidence o�requu•ed insurance, the Ownex• wxtl issue a wril#en notice to proceed with the Work, including the designated Conh�act Time within which Substantial Completion of the . Work must be achieved. If the Owner unreason:ably delays issuance of a written notice to proceed through no fault of the Contaacto�', the Contractor shalI be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the r�quirements of Pa��agraph 43; but the Contractor shall not be eniitled to any inc�ease to the Contract Sum whatsoever for this reason. ARTICLE 3 THE CONTRACTOR 3.1 DEFINITION O� CONTRACT4R The Contractor is the pexson or business entity identified as such in the Building Construction Sezvices Agreement, and is refened to tluoughout the Contract Documents as if singalax in number. The term "Contractor" means the Contractoi• or tha Cont�•actor's autharized employees or representatives. 3.212�'VYEW OF CONTRACT DOCUMENTS AND FIELD CONDITION�S BY CONTRACTOR (a) The Contractor shall carefully check, study, and compa�•e the Con#raet Documents with eaeh other and shall at once repoi�t to the Architect/Engineer in writing any inconsistency, ambiguity, e��ror, omission, conflict, or discrepancy ihe Confractor ma� discover. The Cont�actor shal� also vex�i�Fy a11 dimensions, field measurements, and iteld conditions before laying out the Work. The Contractor will be held responsible for any subsequent er�ox, omission, conflict, or discrepancy which might have been avoided by the above-described check, study, eomparison, and reporting. In the event the Contractor continues to work on an item where an inconsistency, ambiguity, exx�or, omission, conflict, ox discrepancy axists without obtaining sueh elarification or reso�ufxan or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepan.cy that might have been avoided by the check, study, �nd comparison xequired above, it shall be deemed that the Conhactor bid and intended to execute the more st�•ingent, higher quality, or state of the a.��t requirement, ox accepted tha condition as is in the Contract Documents, without any increase to the Contract Sum ox Con�iact Time. The Contractor shail also be responsible to correct any failure of component parts to caordinate or iit �roperly into final position as a result of Contractoz's failuxe to give notice of and obtain a clarification or resolution of any e�•xor, amission, conflict, or discrepancy, without any right to any increase ta the Cont�•act Sum or Contract Time, (b) The Contractor shall perfai7n the Work in accordance with the Cont�act Documents and submittals approved pu�suant to Paragraph 3.12. • 3.3 SUPERVISION AND CONSTRUCTXON PROCEDURES (a) The Contractor sha11 supervise and direct the Work, using the Contractor's best skill and attentzon. The Cantracto�• shall be solely responsible for and have contro� over construction means, methods, techniques, sequences, and procedures and for coordinating all poz-tions of the Work, unless the Contract Documents set forth specific instructions concei�ing these matters, (b) The Conhactor shall be responsible io the Ownex• �ox the acts and omissions of the Contractar's employees, Subconiractors, Sub-subcontractors, and their respective agents and employees, and any other persons pe�•fornning pox•tions of the Work under a subcuntract with the Contractor or with any Subcontractor, and all other persons or entities for which the Contractor is legally responsible. All labor sha11 be performed by m�chanics that are tcained and skilled in their respective trades. Standa�•ds of work xec�uired th�•oughout shall be of a quality that w�ll bz•ing only f rst class �esults. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the 1�Vork and immediately replaced with competent, skilled personnel. Any paz�t of the Wox•k adve�sely a�fected by tha aets or omissions of incom�etent, unskilled, careless, or objectionable personnel shall be irnmediately conected by the Contractot•. (c) The Contractor shall not be xelieved of its obligation to perform the Worlc in accordanee with th� Contract Dacuments eitha�� hy activities ox duties of the Architect/Engineer in #he .A.rchitectlEngineer's administration of the Contract, ox� by tests, inspeerions, or approvals z•equired oz• perfozmed by persons other than the Cont�•actox•. (d) The Confi�actor shall be �esponsxble �ox inspection of portions of Wo�•k already �erfox�ned under this Contract to determine that such pot�tions are in proper condition to receive subsequez�t Woi�k. The Contractor's responsibility under this paragraph will not in any way eliminate the Architect/Engineer's responsibility to the Owne�• under the ArchitectlEngineer/Owner Agreement. (e) Any Conixactor, Subcontractor, Sub-subcontt•acto�r, ax• separate eontraetor �vho eommences Work over, in, or under any surface prepared by the Owner or by any othei� contractor, subcontxactox•, sub-subcontracto�• oa' separate contractor without the Contractor having given written notice to the ArchitectlEngineer of the existence of any faulty surface or condition in tk�e sua�ace that pz•events aclvieving the quality of warkmanship specified by the Contract Documents and without having obtained the pz7or approval of the �Architect/Engineer ar�d the Qwnei• to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactoiy Work subsequently resulting from such a faulty sui�face or condition in the surface that was not pre-approved by the A.rck�itect/Engineer or the Owx�ea• ai�er notice as provided above may be rejected and replacement requu•ed, without any increase to the Contract Sum or Con�act Time. (fl All grades, lines, levels, and bench�tnarks sha11 be established and maintained on an ongoing basis by the Contractor. Th� Contractor is soiely x•esponsible for any errors made in establishing or maintaining pxoper grac�es, lines, levels, or benchmarks. Each Contractor for his own Work shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall repoi�t any e��rors, omissions, conflicts, or inconsistencies to Architect/Engineer before coxnmencing any Work affected by these conditions. Contractor shall establish aud safeguard benchmarks in at least two vvidely se�a,�ated places and, as Work progresses, estabIzsh benchmarks at each level and lay out pai�titions on rough flooi• in exact locations as guides to all trades. The Contractor shail, from the peirnanent benchmark provided by the Owrze��, estabiish and maintain adequate horizontal and vei�tical cantro�. 3.4 LABOR AND MATERIALS (a) Except as is otherwise specifically p�•ovided in the Contract Documents as being the responsibility of the Owner, �he Contractor shall provide and pay for labor, materials, equiprnent, tools, canstruction equipment and machinezy, water, heat, utilities, transpoi�tation, and other facilities and services necessary for proper execution and comple#ion of tlie Work, whether tem�orary or permanent and whethe�• or not incoiporated or to be incoiporated in the Work, (b) The Contractor shall enforce st��ict discipline and good order among the Contractor's employees and other persons cai�ying out the Conft•act, The Contractor shall not pei7nit employtnent of unfit persans or persons not skilled in tasks assigned to them, (c) The Contracto�� shall give preference, when qualif�ed Iabor is available #o pei�forn� the Work ta which the employment relates, to all labor hired for the Project in tlie following ordex•: � (1) to bona iide residents of the City of Denton, Te�as; (2) to bona fide residents of the County o� Denton, Texas; (3) to bona fide residents of the State of Texas; (4) to bona fide residents of the United States. 3.5 WARRAI�ITY (a) General V�ai7anty, The Conh•actor rvasrants to the Owner that all Work shall be accomplished in a good and workmanlike manne�• and th�t all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from iaults or defects, and that ihe Wo�k will otherwise conform to the Contract Documents. Work not conforming to these rec�uireznents, including substitutions not properly approved and authoz•ized, will be considered defective or nonconfoi�ning. The Contraetor's warranty excludes any remedy for damage or defect caused by abuse, z�odifieations not executed by the Contractor, improper or insu�ficient maintenance, improper operation, or normal wear and teaz• under normal usage. Yf 2equired by the Archxtect/Engineer, the Contracior sha11 fiirnish satisfactory evidence as to the kind and c�uality of materials and equipment. The commencement date, dura#ion, and other conditions related to the scope of this genei�al �varranty are established in Subpat•agz�aphs 9,9 (a) and 12,2(b) of these General Conditions. THE GENERAL WARRAI��'Y PROVIDED IN THIS SUBPARAGRAPH TS TN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR p1tOVIDED BX LAW OR THE CONTRACT DOCUMENTS AND 5UCH WARRAN'I'Y SHALL REQUIRE THE CONTRACTOI.Z T4 REPLACE DEFECTIVE MATERIALS AND RE-EXECUTE .DE�ECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRA.CTOR WITHIN A PERIOD �F ONE (1) YEAR AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK OR, IF A LATENT DEFECT, WITHIN ONE (1) YEAR AFTER DTSCOVERY BY THE OWNER OF THE LATENT DEFECT. (b) Special Waz��anties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the teims and conditions af all special wariranties requi�•ed unde�• the Contract Documents. 3.6 TAXES The Owne� qualifies for exemption fram stata and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as arnended. The7efore, the Owner shall not be liable for, or pay the Contractar's cost of, such sales and use taxes whi.ch would otherwise be payable in connection with the put•chase of tangible personal propei�ty furnished and incoiporated into the real prope��ty being improved under the Contract Documents or the pu��chase of materials, supplies and other tangible personal propei�ty, other than rnachine�y or equipnient and its accessories and repair and xeplacement parts, necessary and essential far performance of the Contract which is to be completely consumed at the job site. The Cor�t�•�ctor shall issue �n exemption certificate in lieu of the tax on such purchases. 3.7 P��2MITS, I+'E�S AND NOTYCES (a) The Architect/Engineer will apply and ax7ange for the issuance of tlne City of Denton Bnilc�ing Peimit. The Cont�actor and�Subcontractors will apply and ai��ange for the issuance of all other rec�uired peirnits, and will not be required to pay a fee for any City of Denton pe��mits requued for the Project. The 4wner will pay a11 service extensian charges, inclucling tap :Fees, assessed by the Watex• Utilities Depattment. (b} T1ne Contractor shall comply with anc� give notices required by laws, ordinances, rules, regniations, and lawful orders o� gove�mmental entities or agencies applying to perfoi�nance of the Work. � (c} Except as provided in Subparagraph (d) below, it is not the Cantractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and a•egulations. However, if the Cor�tz'actor obsex•ves that portions of the Contract Docuanents aie at variance with applicable Iaws, ordinances, construction codes, iules or regulations, the Contractar shall pzornptly notify the Architect/Engineer and the Owner in writing, and necessary changes shall be accamplished by appropriate Amendment. (d) If the Conh actor performs Work knowing it to be contrary to laws, ordinances, construction codes, or iuies anci regulations without notiiying the ArchitectJEngineex• and the Owner, the Contractor shall assume full xesponsibility fot the Wo�k and shall bear the attributable costs of the conection o�the Work and any other Work in place that� nnay be adversely affected by the coi�rective work. 3.$ AT.i3OWA,NC�S . (a} The Contractor sha1l include in the Contract Sum all allawances stated in the Contract Docunnents. Items covered by allowances shall be supplied for the amottnts identified ir► the Contract and by pecsons or entities as the Owner ma� direct, but the Contractor shall not be requued to exnploy persons or entities against which the Contractor makes reasonable objection. (b) Unless othei-wise provided in the Contract Docuncxents: (1) mat�rials and equiprrxent under an allowance shall be selected pronnptly by the Owner to avoid delay in the Work; (2) the anaount of each allowance shall cover the cost to the Contractor of materials and equipment delivered at the site less all exem�ted taxes and applicable trade discoun►ts; (3) the amount of each allowance includes the Contracto�•'s costs for unloading an:d handling at tk�e site, labor, installation costs, overhead, profit, and othez• expenses cor�templated fo� stated allowance Work; (4} wheneve�• costs are more than or less than allowances, the Contract Sum sha11 be acijusted accordingly by Change Order. The axnoi�nt of the Change Order shall reflect: {i) the diffex•ence between actual costs and the allowances under Clause (b} (2); and (ii) changes in Contractor's costs under Clause {b) (3); (5) the Owner retains the right to review and appro�ve Subcontractors selected by the Contractor to perform work activities covered by allowances. 3.9 SUPERINTEND�NT The Contractor shall employ a cornpetent supet�intendent and necessary assistants who shall be in attendance at the Project site during pei�oirnance of the Woik. The supexintendent shall repxesent the Contractor, and communications given to the superintendent shall be as binding as if given to the Cont�actar, Important communicatibns shall be conf'irmed in v�niting, Othei• communications shall be similarly confirmed on written request in each case. The Or�vner xeserves the right to zequest that ihe Contractor replace its supexintendent at any time and the Contractor will replace said supexintendent at the 4wner's direciion. 310 CONTRACTOR'S CONSTRUCTION SCHEDUL�S (a) The Contractor shall, immediately after awaxd of the Contract and before submittal of the first Application for Payment, prepare and submit the constiuction sched��le for the ArchitectlEngineer's and Owner's infoi7nation, review, and approval in accardance �ith the �oliowing provisions: (1) Unless otherwise appx•oved in writing by the Owner, the construction schedule s1�a11 not exceed the Contract Time limits cui��ently in effect under the Coniract Documents and shall pi•ovide fo�� expeditious and practicable execution of the Work. (2) The construction schedule shall ineiude al� shop dra�ving and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Contractor; and (ii) the latest date �ox approval by the Architect/Engineex�. (3} The construction schedule shall be in the foim of a critical path management schedute, and shall indicate each critical #ask (the "predecessox"} of all the major consh�uction activities of the Work in a logical and sequentiat order (the "project network") which requues compleiion prior to commencement of the task nest fallowing (the "successor"), Each task s�all be identifed with: (i} actual work time, exclusive of slack time, for accomplishment; (ii) the latest stai�t date; �iii) the latest finish da#e; � (iv} the amount o� float associated with each task; (v) the amount of labor, material, atad equipment associated with each task; and (vi) the pex�centage of cornpletion as of the date of the current schedule, (4) The cons#ruction schedule shall be revised and tipdated n�onthly to reflecf the actual status of the Work and shall be subnnitted with each Application for Payment. (5} On or before the first day of each month, following the date of commencennent of the Wox•k as stated in the notice to p��oceed, the Confractox shall prepare and submit to the ArchitectlEng�neer and the Owrzer an up-#o-date status repoi�t of the progress of the va�7ous consttliction phases of the Work in the foim of an updated construction schedule. This status report shall consist of a titne scale drawing indicating actua� p�•ogress of the various phases of the Work ar�d the percentage o�completion of the entire Work. The oi7ginal const�uction schedule shali be updated or changed to indicate any adjustments to the Con�iact Time granted b� the Owne�. The updateci schedule must be submitted tivith the Contractor's • Application for Payment. No application will be cei�tified withottt a satisfactoiy update to the construction schedule. {b) The cvnst�uction schedule will a(so be �•evised to show the effect of change orders and other events on Contract Tinne. No request fox an increase in Contract Time �vill be considered luiless it is accompanied b3� a schedule revision demonstrating the amount of time related to the cause of the reques#. If the Cont�actor's status schedutes reflect that the Contractor has fallen behind the pace required to complete the Wox•k within the Co�tract Time, t}uough no fault of the Owner, the Contractor shall prepare a recovery schedule dem.onstrating how it intends to bring its progress back within the Conhact Time. This recovery schedule shall be in a form acceptable to the Owner. (7} Casts incu��ed by the Contractor in pre�aring and maintaining the requit•ed construction schedule, any updated schedule, and any xecovery schedule required by the 4wner will not be paid as an additional or extra cosi and shall be included in the Contract Sum. (8) The Confract Sum is deemed to be based upon a construction schedule requiring the full Cont�•act Time. NO CLATM FOR ADDTTXONAL C�11�'ENSATION SHALL BE ALLOWED AS A RESULT OF THE CONTR.ACTOR BASiNG HIS BID ON AN EARLY COMPLETI4N SCHEDULE, 4R AS A RESU�,T OF DELAYS AND COSTS ATTRIBUTA.BLE TO CUMI'LETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b) The Contractor shali also prepare and keep cui7ent, for ihe Architect/Engineer's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect/Enginee;• reasonable time to review submittals. (c) The Contractor shall con�o�m to the most recent schedules appx•oved as to foi�n by the Architect/Engineer atid the Ownex. Any subsequent revisions made by the Cont�actar to schedules in effect sha11 conform to the provisions of Subparag�'aph 3.10{a) (d) If the Work falls behind the approved const�uction schedule, the Contractor shall take such steps as may be necessary to improve his progress, and the Architect/Engineer and the Owner may require him to increase the x�umber of shifts, ovei�time operatians, days of �vork, or the an:iount of construction plant, and to submit for approval revised schedules in the foi7n requued above in order to demonstiate the manner in tivhicl� the agxeed rate of progxess will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THC PROJECT S��'� The Contractor shall maintain at the Project site for the Owner one �ecord copy af the Drawings, Specifications, addenda, and Amendments in good order and marked cu�7ent1� to ��ecord changes and selections made du�•ing construction, and in addition shall nnaintain at the Project site approved Shop Drawings, Pcoduct Data, Samples, and similar required submittals. These shall be available to the Architect/Engineex• and shall be delivered to the Architect/Engineer far sub�nittal to the 4wn�r upon completion of the Work. 3.12 SH4P DRAWINGS, PRODUCT DATA AND SAMPLES (a} Shop Drawings are drawings, diagiams, schedules, and othet• data specially prepared for the Wark by the Contractor or a Subcoz�tractor, Sub-subconhactor, manufacturer, supplier, or distributor to illustrate some partion of the Wo��k. (b) Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information fuinished by the Contractor to illustrate materials o�• equipment for some poi�tion of the Work. (c} Samples are physical examples which illustrate materials, equipment, or worlcmanship and estaUlish standards by which the Work will be judged. ' � (d) Shop Drawangs, Product Data, Samples, and similax submittals are not Contract bocumenfs, The purpose of their submittal is to demonstrate �or those portions of the Work for which submittals are rec�uired the way th,e Contractor proposes to conform to the information give�n and the design concept expressed in the Contract Documents. Review by the Architeet/Engineer is subject to the limitarions of Paiagx�aph 4.2. (e) The Contractor shall review, approv� and submit to tha Architect/Engineer Shop Dra�vings, Product Data, Samples, and similar submittals requi�•ed b� the Contract Aocaments with reasonable promptness and in such sequence as to cause no delay in the Work or iz� the activities of the Owner or o£ separate contractors. Submittals made by the Contractox which are nat required by the Contract Documents may be raturned without acrion. (� The Contractor shall perform no portion of the Work requiring submittal and revierv of Shop Drawings, Product Data, Samples, ox similar submi#tals until the respective submittal has been approved by the A��chitect/Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Architect/Engineer. (g) By appx•oving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contxactar has determi�;ed and veriiied materials, izeld measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within subnnittals with the requirements of the Work and of the Conri•act Documents. The Conl�actor's attention is directed to Paragraph 3,2 of these Generai Conditions and the requirements stated in that Paragraph. (h) The Contractor shall not be �•elieved of responsibility for deviations, substihitions, changes, additions, deleiions or omissions fiom requuements of the Contract Documents by the . ArchitectfEngineer's appxaval of Shop Drawings, Product Data, Samples, or similar submittals unless the Contractor has specifically informed the Architect/Engineer in writing of sueh substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time o£ submittal and the Architect/Engin.eer, subject to a formal Change Order signed by the Owner, Architect/Engineer and Contracto�, has given �vritten approval to the speeific substitutions, changes, additions, deletions, omissions, or deviations. The Contractor shall not be relieved of responsibility for ei�ors or omissions in Shop Dravvings, Product Data, Samplss, ox similar submittals by the Architect/Engineex•'s approval thereof, Further, notwithstanding any appi•oval of a submittal by the 1�irchitect/Engineer, the Contractor shall be responsible for all assocxated Project casts, includang cas#s of cooidinatian's, rnodi#'ications, or impacts, daxect ar ind'u•ect, resulting from any and all substitutions, changes, additions, deletions, omissions, ox• deviations, whether or not specifically identified by the Contractor to the Architect/Engineer at the time of the above-mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contrac# Documents. (i) The ContrACtor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such �vritten notice, the Architect/Engineer's approvaI of a resubmission shall not ap�iy to the additional revisions not requested. �j) Tnformational submittals upon which the Architect/Engineer is not expected io take responsive aciior� may be so identif ed in the Contract Documents. (k) When professional cei�tiiication of perfornaance crit�ria of xnaterials, sys#ems, oi ec�uipment is required by the Contract Documents, the Architect/Engineer shall be entitled io rely upon the accuracy and completeness of such calculations and cei�tifications. 3.1.3 USE OF THE PRO.T�CT SYTE The Conhactor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall z�ot unreasonably encumber ihe Project site with materials oz equipment. 3.14 CCJTTING AND PATCHING (a) The Contractor shall be responsible for cutting, fitting o�• patching required to complete tlie Work or to make its parts fit together properly, (b} The Contractor shall not damage or e�danger a portion of ihe Woxk ar any fully or partially completed construction of the Owner or separate contractoxs by. cutting, patching, or otherwise altering the construction, or by excavating. The Cont�actor shall not cut or otherwise alter the construction by the �wner or a sepa�•ate contractor except wiih the written consent of the 4wner arzd of the separate contractor; consent shall not be unreasonably withhe�d. Tha Contractar s�Zall not unreasonably �vithhold fiom the 4wner or a separate confractor the Contractor's consent to cutting or otherwise altering the Work. (c} A Hot Work Permit must be obtained from the City of Dento�'s k'acilities Managefnent Depu�tment, 869 S. Woodxow Lane, Denton, Texas (940 349-7200) £or any tem�ora�:y operation involving open flam:es or producing heat and/ox• sparks. This includes, but is not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied Roo�ng and Welding. 3.1.5 CLEANING UP � (a) The Conhactor shall keep the Project site and surrounding area free from accumulation of waste matei7als or rubbish caused hy operations under the Cont�act. Upon the completion of the Work the Contractor shall remove fram and about the Project site all waste materials, and rubbish, and all of the Contractor's taals, constiuction equ�pment, machinery, and surplus materials. (b) If the Contractot fails to clean up as provided in the Contract Documents, #he �wner �rrxay clean up and the Owner's cost of cleaning up shall be charged to the Contractor. 3.16 ACCESS TO WORK The Contractor shall provide the Owner and tk�e A�,•chitectBngineer access to the Work in p��epa��atian and progress whe��ever loca#ed during the course of construction, 317 TESTS AN'D INSPECTYONS (a) Tests, inspections, and approvals oipoi�tions of the Work required by the Contx•act Documents or by laws, ordinances, rules, regulations, oz• o�ders of governmental entities or agencies having jut7sdiction over the .Work shall be made at appcopxiate times. Unless otherwise provided, the Contractor shall make Ai�angennents for sueh tests, inspections; and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appt•opriate governnientai en#ity or agency, and the Contractor shall beai• alI related costs of tests, inspectians, and approvals. The Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so the Architect/Engineer may observe such p�ocedures. The Dwner shall bear costs of tests, inspections, ar approvals which become requirements after bids or proposals are �•eceived. (b) If the ArehitectlEngineer, the Owner ar othet public authorities having jurisdiction over the Wark deteitinine that portions of the Work require additional testing, inspection or approval not included under Subparagr�eph 3.17(a), the Atchitect/Engir�eer will, upon �vritten authorization from the Owner, instruct the Contractor to tnalce arrangements for sucli additional testing, inspection or approval by at� entity acceptable to the O�vner, and the Contractor shall give timely notice to the Architect/Engineer of when and r�vhere tests and inspections ax�e to be made so that the ArchitectlEngineer may observe such procedures, The �wner shall 6ear such costs except as prbvided in Subparagraph 3.I'1(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconfarmities in the Work, the Conh•actor shail bear alI costs made necessary to correct the deficiencies or nonconformities, including t�ose of repeatec� piocedures and compensatian for the Architect/Engineer's services and expenses, �f any. The Contractor shall bear the costs of any subsequent testing, inspectioz�, or �pproval of the cori•ected Wo�•k. (d} Required cei�tificates of testing, inspection or approval shall, unless other�vise �equi�ed by the Contract Documents, be seciued by the Conti•actor and prornptly delivered to the .ArchitectJEngineer. {e) If the A��chitect/Engineer is to ohsetve tests, inspections or app�ovals required by the Contcact Docunnents, the Architect/Engineer witl do so promptly and, where practicabte, at #he norrt�al plaee of testing or inspect�on. ( fl Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.18 RUYALTIES AND PATENTS The Contractax� shall pay a11 royalties and license fees. CONTRACTOR SHALL COMPLETELX D�k'END, INDENINIFY AND HOLD OWNER AND ARCHITECT/EN�GiNEER HARMLESS FROM ANY AND ALL SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETk��R. OR NOT THE OWNER OR THE ARCHITECT/ENGINEER SPECiFYED A PARTICULAR DESIGN, PROCESS OR �RODUCT IN "�'HE CONTRA.CT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INF'RINGEMENT OR . OTHERWISE ACTIVELY INDUCED OR CONT�tiBUTED TO THE IN��tINGEMENT. In the event the Cont�•actoi has reason to believe that a pai�ticular design, process or product specified infringes a patent, the Contractor shall immediately notify the �tivner and the AxchitectlEngineer of same. 3.19 IND�MNIFICATION (a) THE CON'�`�2.ACTOR AGREES TQ DEFEND, INDEMNIFY AND HOLD THE OWNER, �TS OFFICERS, AGENTS AND EMPLOYEES, AND THE ARCHITECT/ENGINEER, �ARMLESS AGAINST ANY AND .ALL CLATMS, LAWSUITS, NDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES �'OR FERSONAL 1NJ'�[JRY (1NCLUD]NG DEATH), PR4PERTY DAMAGE OR OTHERHARM OR VIQLATIONS FOR WHICH RECOVERY � OF DAMAGES, FINES, OR PE�ALTIES IS SOUGHT, SUFFERED BY ANY P��.tSON OR PERSONS, THAT MAY ARISE �UT OF �R BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLAT�ONS OF LA'VV, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OTZ STRICTLY �,IABLE ACT OR OMISSI�N �F THE CONTRACTOR, ITS �FFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB- SUBCONTRACTORS AND THE��t. RESPECTIVE OFFICERS, AGENTS, OTZ REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE CONTRA,CTQR IS LEGALLY RESPONSTBLE 1N THE PERFORMANCE OF THIS CONTRACT; EXCE�T THAT THE IND�MNITY PROVIDED FOR IN THIS PARAGRAPH SHAI,L NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF T�-IE OWNER, ITS OFFICERS, AGENTS, EMI'LOYEES OR SEPARATE CONTRA.CTORS, OR OF THE ARCHITECT/ENGINEER, AND IN "�'HE EVENT OF JOINT AND CONCURRENT NEGL�GENCE OR �AULT O�' THE CONTRACTOR, THE OWNER, AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNTTY, IF ANY, SHALL BE APPORTIONED IN ACCORDA,NCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WANING ANY GOVERNMENTAL II4'�MUNITY AVAILABLE TO '�'�IE OWNER �JNDER TEXA.S LAW AND WITHOUT �VAIVING ANY DEFENSES OF THE PAI2TIES UNDER TEXAS LAW. THE PRO'VIS�ONS OF THIS PARA.CrRAPH ARE SOLELY FOR THE BENEFIT OP THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. (b} In claims against any person �r entity indemnified under this Paragraph 3.19 by an employee of the Contiac#or, a Si�bcontractor, anyon,e dueotly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation oi• benefits payable by or for the Con#ractor or a Subcanhactor under wox�Cers compensation acts, disability bene£'it acts ot� other employee benefit acts. (c) Tndemni£'ication under this Paragraph 3.19 shall include, bui is not limited to, liability which could result ta or be cxeated for the Ownez•, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to pollution of the envirpnment and State or Federal laws o� xegulations relating to the occupational safety and health of workers. The Contractox• specifically agrees to comply with the above-mentioned laws and regulatians in the perfoxmance of the Work by the Contracior and that the obligatians of the Owner, its officers, agents, and employees, and the Architect/Engineer under the above- mentioned laws and regulations are secondary to those of the Contractor. ARTICL� 4 CONTRACT ADMINISTRATION 4.1 THE DESrGN P].20FESSXONAL (ARCHITECT/ENGINEER) (a} The design professional is the person lawfully licensed to p�actice architectura or engineering or a firm or other bt�siness entity lawfully �racticing axchitecture/enginee�ing identif'ied as such in the formal Building Construction Seiwices Agreement and is referced to throiighout the Cont�•act Documents as if singular in number, The term "Architect/Engineer" xneans the Arc�itect/Engineer or the Architect/Engineer's authorized rep�•esentative. The O�ner may, at its option, designate a qualified Owner representative to serve as the Architect/Engineer on the Project instead of a� outside iirm or person. In such event, the references in these Gene�•al Conditions that refe�• to the Architect/Engineer shall apply to the Owner-designated A��chitect/Engineer representative and th� Owner-designated Architect/Engineer representative shall be accorded that saane status by th� Contracior, (6) In the event the A.rchitect/Engineer is an outside person or fiirn and the Architect/Engineer's err�playment is tertninated, the Ovtmer may, at its option, contract with a new outside Architect/Engineer to replace the former, or may designate a qualified Owner representative to serve as tke ArchitectJEngineer. The �eplacement Architect/Engineer, whether an Owner represent�tive, an independent ArchitectlEngineer or any other qualifi�d person or entzty, shall be regarded as the Architect/Engineer for all ptuposes under the Contract Documenis and shall be accorded that same status by the Contraetar. Any dispute in connection tivith such appointment shall b� reviewed and settled by the �wner, �vhose decisio:n shall be final and binding. {e) Orvner rese�ves the right to appoint a representative empowered to act for the Owner during the Consti�iction Phase and to supeisede the Architect/Engineer's Constriiction Phase x•esponsibiiity. Owner shall notify the Arckutect/Engineer and Contractor in writing at least 10 days in advance, if electing to appoin# a representative errxpowered to act for the �wner during the Cons#ruction Phase. Sizxail�rly, from time to time the Owner may expand or reduce the Owner's delegation of powers to the Architect/Engineer, with the Owner notifying the Contractar of any such changes. The Atchitset/Engineea• slaall not be consti�ued as a thud party beneiiciaiy to the Cantraci and can in no way object to any eYpansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, sk�al� the Owner have con#rol aver charge of, or be responsible for, constt�uction means, methads, techniques, sequences, or procedures, ot for safety precautians or prag��ams in connection with the Wotk since these are solely the Contractor's responsibility. The Owner wzll not be responsible for the Contractor's failuce to carry out the 17iTOrk in accordanca with the Contract Documents. The Owner will not have contral over or charge of and will not be responsible for acts or omissions of Conhactor, Subcontractors, or their agents or employees, or o#' any ather persons performing portions of the Work. 4.2 ARCffiTECT/ENGINEER'S RESPONSIBIL�TIES DURTNG CONSTRUCTX4N {a) The Ai•clvteot/Engineer wi11 administer the Contract as deseribed in the Contract Documents and in accoxdance with the terms of the Architect/Engineer's agreezxa,e�t 'wi#h the Owner, where applicabls, subject to the direciion and approval of the Owner. If requested by the Cont�•actor, the proviszons of the Owner/Architect/Engineer A.gz•eement will be made available to the Contractor. (b) The Architect/Engin�er shall provide, during performance of the Work, adequate and cotnpetent periodic on-site constr�tction obseivation, periodically �risiting the Projsct site to the estent necessary to personally familiarize themselves with the progress and quality of the Work, and to determine if the Work is proceeding in accox'dance with the Contract Documents. The Architec#/Engineex shall not, however, be required to make continuous on-site inspections to check the Work. Field repoi�ts of each visit shall be prepared by the ArchitectlEngineer and submitted to the �wner. The Architect/Engineer shall employ all reasonable measures to safeguard the Owner against defects and nonconforrriities in the Work. The Architect/Engineer shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed iti connection. with the Work, The Architect/Engineer wiil, however, immediately inform the Owner whenever defects or nonconfoi�nities in the Work are obs�rved, or when any obseived actions or omissions are uncle��taken by the Contracto� or any Subcont�actor which are not in the best interests of the Owner or the Project. (c} The �lichitect/Engineez• and the Owner will not have control over or charge of and will not be responsible for construction means, mcthods, techniques, seqnences, ox� proced�ues, or for safety precautions and px•ograms in connection wi#h the Work, since these are solely the Contractar's responsibility as provided in Paraguaph 4.3. The ArchitectlEngineer and the Owner will not be responsihle for the Contractor's failu�•e to car�y out the Work in accordance with the Cont��act Uocuinents. The Architect/Engineer and the Owner will not hava control over or charge of and will not be responsible for acts or omissions oi the Cont�•actor, Subcontt•actors, Sub- subcontractors, or theu respective agents or employees, or of any other persons performing poi�tions of the Work for which the Coz�fractor is responsible. (d) Except as atherwise provided in the Contract Documents or when direct communications have been specially autharized, the Owner and Contzactor sha11 endeavor to cormmunicate through the Architect/Engineer. Communications by and with the Architect/Engineer's consultants shall be tfuough the Arclut�ct/Engineer. Comnnunications by and with Subcontractors and material suppiisrs shall be through the Contractor. Communications by and with separate conhactors will be th�•ough the Owner. The Contt�ac#or shall px•ovide written confii�nation of communications made directly with the Owner a�d provide copies of such co�n�'umation to ihe Architect/Engineer. (e) Based on the Architect/Engineer's ohservations and evaluations of the Cont�acto�•'s Applications for Payment, the Architect/Engineer wlll review anct cei�tify the amounts due the Contractor and wili issue Cei�tificates far Payment in such amounts. (fj The Architect/Engineer and the (3wner wiil each have authoi7ty to reject Work which does not conform to th� Contract Documents. Wh�never the ArchitectlEngineer considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect/Engineer will have authoi�ty to require additional inspection or testing of the Wozk in acco�•dance tivith Subparagraphs 3. � 7(b) and 3.17(c), whether or not such Woik is fabricated, installed or campleted. However, neither this autl�oi7ty of the �4rchitect/Engineer nor a decision made in good faith eithe�� to exercise or not to exe��cise such authoriiy shall give rise to any duty or responsibiliiy of the Architect/Engineer to the Conhactor, Subcontractors, material and equipment suppliers, their agents or emp�oyees, or other persons pex�oz'ming pot�tions af tlae Work. (g) The Architect/Engineer will review and approve or ta�Ce ather appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for confoianance rvith infoi�nation given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken with such reasonable pxornptness as to not delay ihe Work ar the activities af the OwY�er, Contractor, or separate contractors, Review of such.submittals is not conducted for the purpose of detei�nining the accu��acy and completeness of other details such as dimensions and quaniities, or for substantiating inst�uctions for installation or pei�foi�niance of equipment ar systems, all of �vhich remain the responsibility of the Contractor as rec�uired by the Contract Documents. The ArchitecdEngineex's review o£ the Contractor's subnnittals shall not relieve the Contractor of any obligations under Paragraphs 3.3, 3.5, and 3.�2. The Architect/Engineer's review shall not constitute app�aval of safety precautions or, unless otherwise specifically stated in wi•iting by the ArchitectlEngineer, of any construction means, metliods, techniques, sequences, or praced�res. The Azchitect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item zs a component. (h) The Architeci�/�ngineer will prepace Change O�•ders and may authorize �ninor changes in the Wot•k as provided in Pa�•agraph 7,3. (i) The Architect/Engineer will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, wi11 receive and for�vard to the Owner for the Owner's review and records written wai��anties and related documents �•equued by the Contract and assembled by the Cont�actor, and will issue a final Certi�cate for Payment upon complianca with the requirements of the Contract Documents. (j) If the Owner and Architect/Engineer agree, the .Architect/Engineer will provide one ar more Proj ect representatives to assist in car�ying out the Architect/Engineer's responsibiiities at the site. The duties, responsibilities, and limztations of authoi7ty of such Project rept�esentatives shall be as set forth in an exhibit to be #a-►co�porated into the Contract Dociiments. (k) The Ai�chitect/Enginee�• will interpret and make recammendat�ons to the Owner canceining performanca under and rec�uirements of the Contract Dacuments upon w�•itten request of either the Ownex• or Contractor, The Architect/�ngineer's response to such i•equests will be made with reasonable promptness and within any tirne limits agreed tipon. The Architect/Engineer sha11 secure the Owner's �vxitten approval befflre issuing inst�uctions, interpretatians, or judgmex�ts to the Contractor which chat�ge the scope of the Work or which modify or change the terms and conditions of any of the Contract Documents. {1} Inteipretations and decisions of the Architect/Engineer will be consistent with the intent of and reasonably inferable from the Contract Doeuments and .will be in writing or in the foim of Drawings. When making such intei�netations and decisions, the Architect/Engineer will endeavor to secure faithful pei�formance by the Contracto�, (m)The Architect/Engineer's decisions on matters relating to aesthetic effect wi11 be final if consistent witlx the intent expressed in the Cont�act Documen#s provided that the . Architect/Engineex has prior written approval of the Owner. 4.3 CLAIMS AND DTSPUTES (a} Definition; General Notice of Cla�m Procedure. As used in these General Conditions, a"Clairn" rneans a demand or asse��tion by ane of the parties to the Cont�act seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Cont�act Tixne, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes between the Owner and the Contzactor arising out of or �elating to the Project or the Contiact Documents, including but not limited to claims that work was outside the scope of the Co�n�i�aci Documents. The responsibiiity to substantiate the Claim and the bu�•den of demonstrating coinpliance with this provision shall x�est with the party niaking the Clairn, Except where otherwise provided in the Contcact Documents, a Claim by the Contractor, whether for addition�al compensation, additional time, or other relief, inchiding but not limited to claims arising fi•om concealed conditions, MUST BE MAD� BX WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND THE OWNER �VITHIN FOURTEEN (14) DAYS AFTER OCCUR1tENCE O� THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Contractor, rvhether for aclditional coznpensation, add�tional time, ox• other relief, xncluding but not limited. ta claims arising from concealed conditions, shall be signed and swoi�n to by an authoiized corporate officer (if not a corporation, ihen an of�icial o£the company atrthot�ized to bind the Gontractor by his signature) of the Contractor, verifying the truth and accu�acy of the Claim. THE CONTR.ACTOR SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE �ROCEDURE AND TIME L�IVIITS SET OCJT �N THIS PATZAGRAPH. (b) Refei�ai to the ArchitecdEngineer. Claims, disp��tes, and other znatters in question between the Contracto�• and the Owner relatirng to the pt•ogress or execution of the Work or the interpretation of the Cantract Documents shall be referred to the .ArehitectlEngineer for recornmendation. ta the O�vne�, which recommendation the Axchitect/Engineez• wil! fiiinish in writing within a x�easonable time, provided proper anci adequate substantiation has been xeceived. Failu�•e of the Cont��actoz to submit the Claim to the AcchitectlEngineer for rendering of a recotnmenciation to the Owner slnatl constitute a waivex of the Claim. (c) Continuing Contract Perfo��nance. Pending final resolution of a claim the Cantractor shall pxace�d diligent�y vwith performance of the Worl� and tlae Owner shall continue to make payments iri accordance with the Cont�act Documents. (d} Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conclitions will normally be considered or all�wed; ' provided, however, that the Contract Sum or Time may be adjusted by the owner in such circumstances only if: (l.) a cancealed subsu�•�ace con.dition is encountered in the course of pei�fozrnance of the Work; (2) a cancealed or unknown conditian in an e�sting stiuchue i5 at variance with conditions indicated by the Cantract Documents; or (3} an unknown physical condition is encountered below the sui�face of the g��ound or in an existing si�ucture which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice af claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditians; and (5) the Owner and the ArchitectlEngineer dete�rnine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the poi�tion of the P��oject site where the co�zdition was discovered; ancl (ii) the woz•k caused ar requued by the concealed or unknown condition at issue can be considered extra woak to•the extent that additional new Drawings must be prepared and issued and new constiuction beyond the scope of the Conhaci Aoeuments is �equired, (e) Disclaimer of Wananties as to Repoi�ts, Dxa�vings, and Speci�catians. PROJECT SITE INFORMATION AND REP4RTS (iNCLUDING BUT N�T LIMITED TO SOILS TESTING REPORTS, GE�TECHNICAL REP�RTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE AR.CHITECT/ENGINEER IN TI� PRQJECT MANUAL �R BY OTHER MEANS SHALL BE UTILIZED BY THE CONTRACTOR AT TI-�E CONTRACT4R'S OWN RISK. THE OWNER AND THE ARCHITECT/ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN 1N THE PROJECT SITB INF4RMATTON AND REPORTS, ( fl Claims for A.dditional Cost. If the Contractor wishes to make a clairn for an increase in the Canhact Sum, �vritten notice as provided in this Pa�•agraph �.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or propei�ty arising under Pacagraph 10,3, In addition, the Coiitractor's request for an inct'ease in the Contxact Sum for any reason (other than work perfoi�ned undei emergency conditions) shall 6e made far enough in. advance of required work to allow the Owner and the Architect/Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the �•equest, prepare and distribute such additional docunnents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change O�der for the requii•ed wor� if the Contractor believes that additxonal cost is involved for reasons including but not limited to: (1) a written interpretation fiom #he Architect/Enginesr; (2) a w�itten order for a rninor change in the Work issued by the ArchitectlEngineer; (3) failure of payment by the Owner; (4) ter�nination of the Contract by the O�vner; {S) the Owner's temporary suspension of all or any poz�tion of the Work vvhere the Contractor was not at fault; ar (6) othex reasonable grounds. (g) Injury nr Damage to Person or Property. ��the Contractor suffers injuxy or damages to person or praperty because of an act or omissian of the Owner, or of any of the Owner's off'icers, employees or agents, written, sworn-to notice of any claim for damages or injury shall be given as provided in Subparagiaph 4.3(a). The notice shall provide sufficient detail to enable the Architect/Engineer and the �wn�r to investzgate the matte��. (h) Subcontractor Pass-Tluough Claims. In the er�ent that aay Subcontractar of the Contractor assei�ts a claim to the Contractor that the Contractor seeks to pass tlu•ougk� to the Owner Llnder the Co�ttract Documents, any entitle�nent of tl�e Cont�actor ta submit and assert the claim against the Owner shall be subject ta: {I) the requirements of Paragrapk� 4.3 af these Generat Conditions; and (2) the %llowin.g additional three requi�•ements �isted below, all tiv'ee of which additional �•equuements shall be conditions precedent to the entitlement of the Contracto�• to seek and assert such claim against the Owner: (ii) The Contractor shall eithez (A) have di�ect legal liability as a matte� of cont�•act, common law, or statu#ory law to the Subcontractox �or the claim that the Subcontractor is asserting or (B) the Contractox shalt have entered into a written liquidating agreement with the Subco�t�actor, iuide�• which agreemen.t the Contractor �aas agreed to be legally respon.sxble to the Subcontractoi for pursing the assertion of such claim against the Owner under th� Co�tr�ct and for paying to the Subcontractor any amount that may be recovered, less Contractor's included markup (subject to�the limits in the Cor�tract Docume�.ts for any marinip). The liability or responsibilities shaIl be identified in, writing by the Contractor to the Owner at the time such claim is submitted to Owne�•, and a copy of any liqttidating agreement shall be incIuded by the Cont�•actor ir� the claim suhmittal materials. (ii) The Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim ix� good faith to determine th� extent to which the claim is believed in good faith to be valid. The Contractor shall also certify, in vv�iting and under oath to the Owner, at the tinae of the submittal of such claim, that the Contractoz• has made a review, evaluation, and detei7nination that the claim is made in good faith and is believed to be valid, {iii) The Subconhactor making the claim to the Contractor shall cei�tify in writing and under oath that it has compiled, revie�ved and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid, A copy of the certiiication by the Subco�tractor shall be included by Cor�tractor in the claim submittal materials. (3) Aa�y failure of the Contractor to compl� with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim. (4) Receipt and review of a c�aim by the Owner under this Subparagraph shall not be const�•ued as a waivex of any defenses ta the claim available tv the Owner under the Contract llocuments or 1aw. (i) Qwne��'s Right to Order Acceleration and to Deny Claimed and Appxopriate Time EYtension,s, in Whole or iz� Pu�t. The Contxactor acknowledges and agrees that Substantial Completion o£the Work by or before fhe Scheduled Completion Da#e is of substantial importance to Owner. The following px•ovisions, therefore; will apply: (1) I�the Contracto� falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner's soie discretion, to order the Contractor to develap a recovery schedule as described in Paragraph 3.10 or to accelerate iis progress in such a manne� as to aclueve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably daxeci and, upon receipt, the Contractor shall take all action necess�y to comply with the orderr. In such event, any � possible right, if any, of the Contractor to additional compensation for any acceleration shali be subject to the terms of this Subpaiagraph {i). (2) In the event that the Contractor is otherwase entitled to an extension of Conh•act Time and has properly initiated a Claim £or a time extension an accordance with SubparagrAph • 4.3(a) above, the Owner shall have the right, in the Owner's sole discretion, to deny all, or any pai�t, of the Claim for extension of Conh•act Time by giving written natice ta the Contractar provided within �ourteen (14) days after receipt of the Contracto�'s C1aim. If the Owner denies the Contractor's claim for an extension of Contract Time under this Clause {i)(2), either in whale or in part, the� Contractor shall proceed to prosecute the Work in such a mannet• as to achieve Substantial Cainpletion on or before the then. esisting Scheduled Completion Date. (3) �f the Contractor would have been entitled to a time extension for a reason speaifically allowed under the Contract Aocuments, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Contractox may initiate a Claim £or acceleiation costs pursuant to Subparagraph 43(a). A.ny resulting Claim for acceleration costs properly initiated by the Contractor under Subparagraph 4.3(a) above shall be lx�nited to those reasonable a�d documented direct costs of labor, materials, equipment, an�d supervision solely and directly athibutable to the acival acceleration activity necessary to bring the Work back within the then existing appraved construction schedule. These direet costs inelude the premiuzn portion of overtime pay, addifional crew, shi#t, o�• equipment costs if reqtiested in advance by the Cont�actor and appx•oved in writing by the Owner. A percentage znax•ln�p for the prorated cosi af premiurn on the existing performance and payment bonds and x•equired irisurance, not to eYCeec� S%, will be allowed an the claimed acceleration .costs. NO OT�IER MARKUP FOR PROFIT, OVERHEAD (TNCLUDING BUT NOT LiMITED TO HOME OFFICE OVERHEAD) OR ANY OTI�17 COSTS WILL'BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be Iiable for any costs related to an acceleration claim other than those described in this Clause (i)(3). (i) Waiver of Claims; Final Paymen#, The making of final payment shall constxhite a waiver of claims by the Owner except those arising fiom: (1) claims, security interests, purported liens, or oiher attempted encumbrances arising out of the Contract and rennaining unsettled; (2) defective or nonconforming Wo�k appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph l 2.2(d}, appearing after Final Completion; or (4) the terms of general and special wa��•anties required by the Contract•Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S FEES AS A PART OF ANY CLAIM MADE UNDER TH� CONTRACT DOCUMENTS OR IN AN'Y SUBSEQUENT LAWSUIT OR ALTERNATIVE DXSPUTE RESOLUT�ON �'ROCEEDING. (1) No Waiver of Governinental vnmunity. NOTHING IN THE CONTR.A�CT D4CUMENTS SHALL BE C�NSTRUED TO WATV� THE OWNER'S GOVERNMENTAL YM��I�IUNITY FR.OM LAWSUIT, r7Vi�ICH IMMI.TNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEAR.I,Y AND UNAMBIGUOUSLY WA�VED BY STATE LAW. ,ARTICL� 5 ,SUBCONTRACTORS 5.1 bEFINITION� �F SUBC�NTRACTOR (a) A Subcor�tractor is person or entity who has a direct contract with the Contractor�to perform. a, poi�tion of the Work at the Project site or to supply materials or equipment to the Contractor by pux•chase or lease for use in pea�forrnance of or incoxporation into the Work. The terrr�. "Subcontractor" is refei��d to throughout the Contract Dflcum�ents as if singular in number and means a Subco�tractor or an authorized representative of tk�e Subco�tractor. The te�n "Subcontractor" does not inch�de a separate cont��actor or subcoz�tractors of a separate contractor, (b) A Sub-sulacontractor is a person or entity who has a direct oa• indirect contract wxth a Subcontaacto� fo perfox�m a portion of the Work at tk�e Project site or to supply materials or . equipment to the Subcontractor or another Sub�subcontractoi by purchase or lease for use in performance of or incorporatian into ihe Work. The tei�tn "Sub-subcontractor" is refeired to tluoughout the Cantxact Documents as i£ singular in number and means a Sub-subcontractor or an authorized repx•esentative of the Sub-subco�,tractor. 5.2 AWARD OI+' SUBCONTRA.CTS AND OTH�R CONTR.ACTS FOR PURTYONS OF T� WORK. WITH REGARDS TO MWBE, THE CXTY OF D�1V'�ON ONLY REQUTR� A GOOD FAIT'�i EFFORT, THERE IS NO PTRCENTAGE REQUIREIVI�NT. (a) Irnmediately after the award of the Con�iact by the �wne�, and before the Building Construction Services A.greement is signed hy the Contractor and the Owner, the Conta•actor shall furnish to the Arohitect/Engineer in writing, for acceptanee by the Owner and the Architeet/Engineer, a list of the names, addresses, telephone mwibers, M/WBE certification numbers (4vhere applicable), and type of work of the Subcontraetors (inchiding those who are to furnish materials ox equipment fab�•icated to a speciai design), prop�sed for the principal portions of the Work, including furnishings when made a pai�t of the Contract. The Connactor shall immediately notify the Owner in writing of any changes in the list as they occur. The Archit�ct/Engineer wil� protnptiy reply to the Contractox• in writing stating whet4ier ot not the �wne�• or the Architect/Engxneer, aftex due investigation, has teasonable objection. to any such proposed person or entity. Failure of the Owner or Arckutect/Enginee�r ta reply promptly shall constitute notice of no reasonable objection, (b) The Contractor shall not contxact with a proposed person or entity to whom the Owner o� A�•chitect/Engineer h.as made reasonable and timely objection. {c) Architect/Engineer's and Owner's approval of or objeetion to any Subcontractor or of a particular process or mate��ial will nat relieve the Contractor of his responsibility for perfoi7nance of Work as called for under the Contract Documents, and shall not provide a basis fox any claim for additional time or money on the pai�t of the Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or ArchitectlEngineer. In no event shall the Cont�act Sum be increased as a result of the rejection of any Subcontractor. (d) The Cont�actor sha11 not change a Subcont�•actor previously selected if the Owner or Architect/Engineer makes reasonable objection to such change. 5.3 SUBCONTRACTUAL R.ELATIONS (a) By appz•opriata agreement, written where legally required far validity, #he Contractor shall require each Subcontz•acioz, to the extent of the Work to be perfo�rned by the Subcontracto�•, ta be bound to the Contractor by the terms of the Contract Documents (including but not limited to these General Conditions), and to assume toward the Contractor all the obligations and responsibilities whiclt the Contractot, by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each subcont�•act agreem�nt shall preserve and protect the rights of the Owner and the Architect/Engineer uncter the Contract Documents (including but not limited to these General Conditions) with respect to the �Vork io be performed by #he Subcontractor so that subcontractir�g will noi piejudice the rights of the Owner and the At•chitectlEnginee�•. jh/here appropriate, the Contracto�� sha11 require each Subcontcactor to enter into simil�' agreements with Snb-subcontractors. The Contractor shall nnake available to each pioposed Subconiractor, p�•ior to tke execution of the subcoz��x�act agreement, copies of the Contract Docurnents to which the Subcontractor is to be bound. Subconh�aetors shall similarly make copies of applicable pol�tions of suc�a Documents available to their respective proposed Sub-subcont�•actors. (b) The Contractor is solely responsible for makzng payments properly to the Contractor's Subcontractors on the Project. During perfoi7r►ance of the Woik, the Contractor shall comply with the following additional rules �•egarding Subconh•actor payments: (1) The Cont�actor shall submit, beginning with the Second Application and Cei�tificate for Payment, a Subcontractor Payment Report (the "Repoi�t") with each Application and Certifieate fox• Payrnent, along with partial waive�s of liens for all Work included in the application for payment. The Report sha11 show all payments made to date by the Conhactor (plus existing retainage) to each Subcontt�actor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. Pay applications w�ill nat be reviewed or certified by the Architect to the Owner without accompanyiaag pa.i�tial lien waivers after the fixst Certificate for payment. With each Application for Payment, the Contractor shall cei�tify that there are no mechanics' or mate�•ialmen's Liens outsianding at the date of the Application for Pyannent, and that all bills due with respect to the Work have been paid to date, and that there is no known basis for iiling of any liens against the Surety or the Owner in connectior� with the Work. Upan completion by the Contractor of the construction of the project, but prior to final payment to the Conhaetor, the Cont�actor shall deliver to the Owner conditional releases af all.liens, which shall identify the x•emaining surn�s to be paid pending xeceipt of final payment. The conditional releases of liens, upon final payment by the Owner, shall rlease the Owner of all liens, and of a11 rights to claim any lien, fiom all manu�acturers, material-men, and subconhactors furnishing services o�• materials for tl�e project, to the effect that a11 materials o�• se�tiices used on or for the projeot have been paid for and indicating thai the Ower is released fr�m all such claims. As an altexn.ative to the Report, the Contractoz� may furnish Afizdavits of Payment Received with the Application and Certificate for Payment, which afiidavits shall be e�ecuted by each Subcanh�actor owed money and paid during the previous progress payment period for woak o� materials fiirnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFTDAVITS OF PAYMENT RECENED SHALL BE A CONDITZQN PRECEDENT TO PAYMENT ON ANY f1PPLICATION. Pro�ided that the Owner has been notified by wi7tten coorespondence (a lien natice) from any manufactnrer, material-men, or subcontractor furnishing services or materials fo�• the praject that an ot�tstanding debt is owed, the Owner shall ensure that the Coniractar is notified oisuch notice �v�thin ten (10) days of receipt of such notice. The Contractor shall ensux•e that resolution has been achieved for each written notice filed with the Owner, and provide sufficient written documentation to the 4wner that payn2ent has been aendexed, or a resolution has been achiev�d that is satisfactory to the Owner. (2) If, far any reason, the Contractor is tivithholding payment to a Subcontractox due to a dispute or other problem with per�oxmance, the Contractor shall no#e the amount withheld and that paynnent is in dispute. The Owne�• may require the Cflntracto� to docurnent and verify the dispute or other pro�l�m in question. (3) The Owner reserves the right in its sole disct•etion, to withhold payment to the Contractor puxsuant to Paragcaph 9.5(a) of the General Conditions, should it appear from the �Z.epoi�t, statements of payment received or other infoimation furnish.ed ta the pwner that: (i) the Report has not been properly co�npleted; (iz) the Conhactor has knowingly provided false inforrrxation regarding payment of any Subcontractor; or (iii) the Contaactox has otherwise failed to zzaake payments properly to any Subconri�actor. {4) THE C4NTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL C�MPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBYARAGRA.PH 5.3(b). NO PROVISION OF THIS SUBl'ARAGRAPH O�Z ANY OF THE C4NTRACT DOCUME�TTS SHALL BE CONSTRUED TO CREATE A C4NTR.ACTUAL RELATI�NSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACT4R AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL N4T BE CONSTRUED TO MAKE ANX SUBCONTR.ACTOR OR ANY OTHER PERSON OR ENTTTY A THIRI7 PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER A.ND THE CONTRACTOR. 5.4 CONTINGENT ASSYG1V11�NT UF SUBCONTRACTS In ths event of a termination of this Canhaet by the Ot�vner unde� Article 14, the Contractor sha11, if requested in rvriting by the Owner, within fifteen (15) days after the date notice af tei�nination is sent, deliver and assign to Owner, or any person or entity acting on the Qwner's behalf, any or all subcontracts rnade by Contractor in the perfoi7nance of the Work, and deliver to the Owne�• hue and co��ect originals and copies of the subeontract documents. In the event assignment is not requested by the Owr�er, Contractor shall tei7ninate all subcont�•acts to the extent that Owner has nat directed assignment of same and to the extent that they relate to the per%rmance of Work terminated by the notice of termination. ARTYCLE 6 CONS'�`RUCTION BY THE OWNER/ S�PARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION A1VD TO AWARD S�PARAT� CONTRACTS (a) The Owner rese�ves the right to perform construction or ope�•ations related to the Pxoject with the �wner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or opera#ions on the Project site under Conditions of the Contract identxcal oi substantially similar to these General Conditions, including those poi�tions related to insurance and waiver of subrogation. If the Conti�actoi• claims that delay or additional cost is involved because of such action by the Own.er, the Contractor shall rnake a claim as p�ovided elsewhere in and in acco�dance with the Contract Documen#s. (b) When sep�.�ate contz•acts are awarded for different portians of the Project orr other construction or operations on the Project site, the ierm "Contractor" in the Contract Documents in each case shall mean the Contractar who executes each separate Building Constauction Services Agreern.ent with the Owner. (c) The ��vne� shall provide for coordination of the activities of the Owner's own forces and of each se�arate contzactar with the Wo�•k of the Contractor, who shall cooper�tte with them. The Cantraetor sha11 participa#e with other separate conhactors and the Owner in reviewing their constructian schedules when d'u•eeteci to do so. The Contraetor shall, with the approvai of the Owner, nnake any �evisions to the construction schedule deemed neeessary after a joint review and mutual agreement, The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors, and the Owner until suhsequently revised by mutual agreement or by written Change Order. Tf the Contractor believes it is entitled to an adjustment of the Contract Sum �nder the circumstances, the Contractot• shall submit a written proposa� f�ox• a Change Order pursuant to Article 7 of the General Conditions. In the event the Cont�•actor's Change Order proposal is denied by the Owner, the Contractor must submit any Claim pursuant to Paragraph 4.3 of the Geneaal Conditions. (d) Unless otheitivise p�ovided in the Contract Dacuments, when the Owner peiforms cvnshuction or operations related to the Project with the Owner's own forces, the 4wner sha11 be deezned to be subject to the same obligations and to have the sanie rights which apply to the Contractor under these Geneial Conditions, including, without excluding others, those stated in A�•ticle 3, this Article b, and Articles 10,11 and I2. 6.2 MUTUAL RESPONSIBILITY (a) The Contractoi• slnall afFord the Owner and separate contractoxs' reasonable oppoi•tunity for access to and storage of thair materials and equipmez�t and the perfoirnance of their activities and shall coordinate the Contractor's construction and operations r�vith the separate contractors as required by the Contract Documents. (b) If part of the Contractoi�'s Work depends for proper execution or results upon construction or operations by the �wner or a separate cont�actor, the Contractor shall, prior to proceeding with that portion of the Work, promptly repoa�t to ihe Architect/Engineer apparent discrepancies ot� defects in the other const��uction that would render it unsuitable for proper execution and resuits. Failure of the Contractor to so report shali constitute an acknoWledgment that the 4wner's or separat� contracto��s completed or partially completed construc#ion is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. (c) The Owner shall not be liable to the Contractor for damages suffered by the Contractor dne to the fault or negligence of a separate contractor or through failure of a separate cont��actor to cai7�y aut the directions of the Owner or the Architect/Engineer, Should any interference occur between the Contractor and a separate contractor, the Atchitect/Engineer or the �wner may furnis� the Contt•actor with �vritten instructions designating priority of effoi�t or change in methods, whereupon the Cont�actor s��ll irnmediately comply with such direction. In such event, the Cantractor shall be entitled to an extension ofthe Conh•act Time o�nly for unavoidable delays �vex�ified by the Architect/Engineer; no increase in the Contract Sum, however, shall be due to the Conhactor. (c�) The Conti•actor shall promptly rezxiedy damage wrongfilIly caused by the Contractar to completed or pax�tially completed consh�iction or to property of the Owner ar separate cantractors as p�•ovided in Subparagraph 10.2{e). {0) Should the Conh�actox cause damage to the wo��k or pro�erty of any separate contractor on the Project, the Cant�acto�• shall, upon due notice, settle �,vith t�e separate cont��actoz by agreement, if the separate contractor will sa settle. If the sepat•ate contractor sues the Owner or submits a clai;n on account oi ar�y damage aileged to have been so sustained, the Owner shall notify the Contractor who shall defend such proceedings, at the Contractor's e�ense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Contraeto�• sl�all pa�+ or satisfy ii and shall reim6urse the Owner for all attorney's fees and costs which the Ownex• has incurred. (�} The Owner and each separate cont�actor shall have the same responsibilities foz eutting and patching as axe described for the Contractor in P�agraph 3.14. 6.3 OWNER'S RIGHT TD CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as ta the responsibility under their respective coniracts far maintaining the Project site and surrounding area fiee fi•om waste xnaterials and rubbish as described in Parag�•aph 3.15, the 4wner rnay clean up and ailocate the cost among those responsible as the Architect/Engineer recommends to be just. ARTICLE 7 ,AMENDIVI�NTS 7.1 CI�ANGE ORDERS (a) A Change O�•der is a written ordar to the Contractor, signed by the �wner and the Arehitect/Engineer, issued a#ter execution of th;e Contract, authorizi.ng a change in the Work, an adjustrnent in the Con#ract Surn, or an adjustmen# to the Contract Time, consistent with ath�r applicable provisions of this Contract. The �wner, without invalidating the Conhact and without requiring notice of any kind to the su�•eties, may order changes to the scope of Work under the Contract by addxtions, deletions, or othex revisians, the Contxact Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order foim approved by the Owner and the Owner's. City Attorney. {b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Ordars to vei7fy and confii�n the tex�tns and cflnditions established by Change Order; however, should the Contractar refuse to sign a C�aange �rder, this shall not relieve him of his obligatio�n to perform the change directed by the Owner and the Arclutect/Engineer to the best of his ability iri accordance with the provisions of this Article 7. A Change Order signed b� the Contractor indicates his agreement with all of the �changes approved, including the adjustment in the Conhact Sum or the Contx�act Time. EAC�I CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISI�NS ALL0�7�lING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND �'ULLY COMPENSATED IN THE CHANGE ORD�R. The e�ecution of a Change Order by the Contractor shall constxtute conclusive evidence o£the Conhacto�•'s agseement to the ordered changes in the Work. The Cantractar forever releases any claim against the Owner fo;• additional time or com�ensation for matters relating to or arising aut of or resulting from the Work inchided �vithin or affected by the executed Change �rder. Tlais release applies to claims related to the cumuiative impact of all Change 4rders and to any clairn related ta the effect of a change on othe�• Work. (c) No estra work (except under emergency conditions) or changes shall be made nor sha11 any substitutions, changes or additians to or omissians or deviations fi�om the requirements of the Drativings and Specif cations be made unless pu�•suant to a written Change Orde�• signed by the Owner and the Architect/Engineer, it being expi•essly understood that the Owner sk�all not be liable for the cost of extra work or any substitution, change, addition, omission or deviation fiom the requiretnents of the Drawings o� Specifications unless the same shall have been authorized in writing by tk�e Owner and the Architect/Engineer in a written change oeder or other Aznendrr�ent. The provisions af this Paragraph 7.1 shall conit•ol in the event of any inconsistency between such provisions and the othe� provisions af tk�is Article 7: See Subparagraph 10.3(a) Qf the General Condi�ions for Change Orders under emergency conditions. (d) The method o� determining the cost or credit to the Owner for any change in the Work shall be one of the following: (1) mutual acceptance of a not-to-exceed lump sum amaunt properly itemized anct supported by sufficient substantiating data to peimit evaluation; (2) unit pzices stated in the Cont��act Documents o� subsequently agreed upon; (3) cost to be determined in a rnanner agreed upon by the parties and a mutually acceptable £'ixed or percentage fee; or (�) the force account method provided in Subparagraph 7.1(e) (e) rf the pai�ti�s cannot agiee to one of the methods of calculating cost provided in Clauses (d) (1), {d) (2), or (d) (3), or if the parties agree to a method but cannot agree to a final dollar figure, or if the Cant�•actor foz• whateve�' reasoz� refuses to sign the Change Order in question, the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed r�vith the Work involved. The cost of the Work involved shali then be calculated on the basis of the reasonable jobsite e;�penditures and savings ofthose performing,the Work attcibutable to the changes, including a xeasonable allowance for overhead and profit, such allowance in any case never to exceed l.5%. In sucn case, the Contractoz• shall keep an itemized accounting.of the Work involved, on a daily basis, in such foi7n an.d with the appropriate supporting data as the Architect/Engirieer and O�vner may pxescribe. Sr�orn capies of the itemized accounting shall be delivered to the Architect/Engineer each day during the pei�formance of %x�ce account work, with copies to the Ownex�. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAZVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OW�IER'S DETERMINATYON Ok' THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under tlus Subparagraph for force account work are limited to the fallowing: (1) costs of labor, including social security, oid age and unemployment insurance, fiinge benefits zequued by agreennent or custom, and workers compensation insurance; {2) costs Qf materials, supplies and equipnnent (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; � (3) rental costs of machinezy and equi�ment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of p�•emiums for aIl bonds and insurance related to the Work; and (5) addzt�onal costs of supe�-visian and field affice personnel directly attributable to the changed Work. Pending �nal determination of cost to the Owner, paymen# of undisputed amounts on farce account shall be included on the Architect/Engineer's Certificate of Payment as rvork is completed. ( fl The an:�ount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a�et decrease of the Contract Sum shaII be the annount of actual net cost confirmed by the ArchitectlEngineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance %r overhead and profit sha11 be figured on the basis of the net increase or decrease with respect to that change. 7,2 SUPPLEMENTAL AGR��MENTS A writter� Supplemental Agreement can atso be used to implement changes in the 'Work instead of a Change Order form, inciuding but iiot limited to situations involving pai�tial �ccupancy of the.'DVork under Paragraph 9.8, a change made to the Drawings or the Speci%cations without an increase in the Cont�•act Sum, ox special circumstances where it is necessary or more appropriate for the Owner ta use a Supplemantal Agreennent. Written Supplemental Agreements shall have a status ec�ual to that of Change 4rders for ptuposes o�pi7ority of Contaact Documents interpretation, except that to the extent of a conflict, latez Supplemental Agreezraents in time control ove� earlier Supplemental Agreetnents, and the latest Change Order or Supplemental Agt•eement in time controls over earliei• dat�d Change �rders and Supplemental A.greements. The rules of Subparagraphs 7.1(b) through (� shall also apply to the negotiation and execution af Supplemental Agx•eements. 7,3 MINOR CHA.NGES IN TH� WORK. The Architect/Enginee�, after notifying the �wner, sha}1 be authorized to order nninor changes in the Work not involving an adjustment in the Cantract Sum or an extensian of the Cantract Time and not incansistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Cont�actox�. The Conh•actor shall cai�'y out such written orders promptly, These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have na Claim for any minor change oadered to the Work under this Patagraph 7.3 unless tlae Contractor submits its change px•oposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approvAl. 7.4 TIME IiEQUIRED TO PROCESS AM�NDMENTS {a) AlI of the Conhactor's �'esponses to proposal xequests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required v�roi•k to allow the Qwner and the Architect/Engineer a minimum of thirty (30} calendas• days after receipt by the .Architect/Engineer to revier�v the itemized breakdown and to prepare or distribl�te additional documents as may be necessary. All of the Contractor's responses to pt•oposal requests sha}t include a statement that the cost described in the response represents the coxnplete, total and final cost and additional Contr�ct Time assaciated . with the exh�a work, change, addition to, or�ission, deviation, substitution, oz• other grounds for seeking extra cornpensation under the Contract Documents, without reservation or fiu�thex� � a•eeourse. (b) All Amendnnents require approval by either the City Council or, where authoi7zed by the state law and City oz•dinance, by the City Manage� �uisuant to Administrative Action. The approval process requires a mini�num of forty-five (45) ca�endar days after submission to the Owner in final form with aIl supporting data. Receipt of a submission by Owner does not constitute acceptance o�� approval of a proposal, nor does it constihrte a waz�ranty that the proposal will be authorized by City Council Resolution or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHAT,T� N�T BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TTME OR INCREASE TN TI�E�C�NTRACT SUM WILL BE CONSIAERED OR G�RANTED AS A RESLJLT 4F THIS PROCESS. Pending the appx�oval clescribecl above, the Contractor will proeeed with the worlc under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 CONTRACT T�ME 8.1 DEF�N�TTONS (a) Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, ailotted in the Cont�act Documents foz• Siibstantial Completian of the Woilc. (b) The date of co�nmencement of the Work is the date established in the notice to proceed from the 4wner. The date of commencement shall not be �ostponed by the failure of the Contractor, or of persans or entities %r whorr� the Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably aelays the issuance o�the notice to proceed tlu•ough no fault of the Cont�actor, the Cont�•actor shall be entitied only to an equitable extension of the Contract Time; the Contract Sum shall a•emain unchanged, (c) The date of Substantial Completion is the date cei�tified by the A�•chitect/Engineer in accardance with Paragraph 9.7. (d} The term "day" as used in the Conhact Documents shall mean a calenda�• day, beginning and ending at 12;00 midnight, unless othe�tivise specifically de£'ined by special provision, 8,2 PROGRCSS .A.ND COMPLETION (a) Time lirnits stated in the Contract Docuzxaents are af the essence of the Contract. By executing the Building Construction Se��vices Agreement, the Contcactor confi�•ms that the Contiact Time is a reasonable period fox• pez•forming the Work, (]�) The Contracto3� shall not knowingly, except by agreement with or instiliction of the Owner in writing, prematurely commence ope��ations on the Pz•oject site or elsewhere pi7or to the effective date of insurance to be furnished by the Contractor as reqtiired by At�ticle 11. The date of comme�cement of the Work shall nat be changed by the effective date of insurance required by A�.�ticle 11. (c) Liquidated Damages. The Contractor shail p��oceed expeditiausly with adequate forces, materials, and equiprment, and shall achieve Substantial Coznpletion within the Cont�•act Time, If the Contractor fails or refuses to complete the Wox�k within the Contract Time as specified in the Bid Proposal foi�n, the Building Constiuction Services Agreement, or in any proper extension of the Co�ntract Tinne gzanted by the Owner, then the Contraetor agrees, as a part of the consideration for the awarding of the Contrac#, to pay to the Owner the amount of liquidated damages (hereinaftex� called the "Stipulatec� Amount") as stipulated in the Bid Proposal fortn and the Building Construction Services Ag�•eement for each calendar day that �he Contractoz• h�s not Substantially Completed #he Work after the eYpiration af the Contract Time ptovided. The Stipulated Arr�ount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, �ixed and agreed upon by and between the Contractor and t�e Owner because of the impracticality and e�trerrxe difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractox•'s late cornpletion of the Project, and the stipulated amount is agreed to be the dail� amount of daznages that the Owner would sustain. The S#ipulated Amount, as it accrues, will be retained. from an.y poi�tion of the Contract Sum due oz that may become due to the Contractor, In the event the pot•tion of the Contract Sum aetained by the Owner is insuff'icient to recover the Stipulated Amount, then the Contractor or the Conta•actor's Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining lu�paid in the Cantract Sum. The Ownez shall be #he sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the ariginal Co�tract Time and any prope�� extension of the Contract Time granted in writing by the- Owner. Should the Cont�•acto�� c�ispute the Owner's determination of liquidated datnages due, however, or shouid the Contractor, or the Contractor's agents or assigns, institute any legal action against the Ownex� to enforce rights under the Cont�act Documents, then this Subparagraph 8,2(c) shall not be construed io prevent the Owner from seeking full recovery for any and aIl actual damages suffexed by the Owner and attcibirtable to the Contractor, as an altexnative to aIl liquidated damages due. 8.3 DELAYS AND EXTENSION5 4F TI�IE (a} I�the Contractoi is delayed at any tirr�e in the progxess of the Work by an act or neglect of the Ownez• or Architect/Engineex, or of an ennplayee of either, or of a separate contraetor em�ployed by the Owner, or by changes ordered in the Woxk, or by labor disputes, fite, unusual delay in deliveries, unavoidable casuAlties or other causes beyond the Contractor's control, o� by delay authoz7zed by the Owne�• pending a claizx�, or by other causes which the Architect/Engin.eer determines may justify delay, then the Contract Time shall be extended by Change Qrder for s�ch reasonable time as tlie ArchitectlEngineer and Owner rmay determine. (b) Claims relating to Cont�act Time and time extensions shall be made in accordance with the applicable provisions of Pax•agraph 4.3. (c) No Damages for Delay, l�IOTWITHSTANDING ANY OTHER PROVISIONS O�' THE CONTRACT DOCUMENTS, INCLUDING THE GENERA.L CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE CONTRACTOR �HALL NOT BE ENTYTLET) TO CLAIM OR RECENE ANY ADDITIONAL COMPENSATION AS A RESULT O�' 012 ARISING OUT OF .ANY DELAY, H1NJ��tANCE, DISRUPTXON, FORCE MAJEURE, IMPACT, OR INTERFERENCE, ].NTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNF�RESEEN, WHICH INCREASES T��E TIME TO COMPLETE THE WORK, TIVCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED 1N WH4LE OR IN PART BY THE .A.CTS, �MISSIONS, FAILURES, NEGLIGENCF, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TYME iJNDER- SUBPARAGRAPH 83(a) BE1NG THE CONTRACTOR'S SOLE REMEDY. (d) The Otvner shall have the right to occupy, without prejudice to the right of either pai�ty, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all ar a poi�tion of the Wo�•k may not have expired. Pai�tial occupancy and use shall not be deemed as an acceptance of the Wozk taken or used. (e) The Contracto�• shall promptly suspend the Work when either the Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and th.e Contractor �vill not be entitled to additional compensation by virtue of any delays resulting from the court arder, The Contractor will also not be liable to the Owner for a delay caused in fact by the Work beir�g suspended by a couit order. (� The ArchitectlEngineez, with the consent of the Owner, shall have the authority to silspend the Woak, in whole ar in part, foc such period ar periods as the A.rchitect/Engineer deems necessary du� to unusual or severe weather conditions as are considered unfavo�able for the suitable prosecution of the Work, or due to failure o� the part af the Contractor to cox•�ect conditions considered unsafe for workmen or the general public. �f xt should become necessaiy to stap the Work for an indefinite period, the Contractor shall store aIl materials in such a manner that they �vill not obst�uct or impede the public unnecessarily or become damaged in any way, and sl�all take every precaurion to prevent damage or deterioration of the Work pe��%rmed, In cases of suspension of the Work under this Subparagraph, tha Cont�actor shall also provide suitable drainage about the Work and erect temporary structures where necessa�y. The Conh•actor shall nat suspend the Work in whoie ox in pai�t without written authoxity fram the Architect/Engineer or the Owner, and shall r�sume the Work px•omptly when notiiied by the Architect/Engineer ox• the Owner to resume operatians, (g) In the event of a delay that is the res�onsibility af the Contractor or any of the Subcontractors, for which the Contractor is not entitled to a time extension under the ptovis�ons of this Cont�•act, the Owner may direct that the Work be accelerated by means af ovei�time, additional crews or additional shifts, or resequencing, This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restox'ed. Yn the event of a delay for which the Contractor is entitled to a time extension, as deteirnined by the Architect/Engineer, Owr�er may similarly di�•ect acceleration and the Contractor agrees to perform same on the basis that the Contractor will be reimbursed only ta the e.ctent described in Subparagraph �4.3(i). THE CONTRACTOR EXPRESSLY WAIVES AN�Y OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCT�VI'�'X OR EFFICIENCY. ARTiCT�� 9 PAYMENTS AND COMPLETION 9.1 CONTRACT S`UVI The Contaact Sum is stated in the Building Construction Services Agreement and, including authorized adjustm.ents, is the total amotmt of compensation payable by the Owner to the Con.tractor �or the performance of the Work under the Contract Documents. 9.2 SCHEDULE �F VALUES Before the first Application for Payment, the Contractor shall submit to the Arcl�itectlEngineer a schedule of values allocated to va.rious poi�tions of the Work, prepared in such foxtn and suppoi�ted by such data to substantiate its accuracy as the ArchiiecdEngineer may require. This schedule, �vhen approved by the ArchitectlEngineer �nd the Own.er, shall be used as a basis foz• ihe Contractor's Application for Paynnent. The schedule of values sha11 follow the trade division of the Specifications. Contractor's Application for Payment shall be �1ed on the cu�•zent ve�sion of AIA Foi�m G702 (A�plication and Cei�tifcate for Payment), as app�ro��ed by the Owner. 9.3 APPLTCATiONS FOR PAYMENT (a) At least ten (10) days before the date estab(ished for each pragcess payment, the Contaactor shall submit to the .Architect/Engineer an itemized Application for Payment for �V�loi•k completed in accordance with the schedule of values. The Application shall be notarized, if reqiiired, and suppoi�ted by data substantiating the Contractor's i�ight to payment as the Owner or Architect/Engineex• may ��equire, including but �zot limited to copies of xequisatians from Subcontractors and material suppliezs, and reflecting the applicable retainage as required in the Contract Doctunents. Contractor's Application for Payment shall also provide other supporting documentation as the Owner or th� other applicable �rovisions of the Contract Documents may require. (b) Applications for Payment may not inclnde requests fo�� payment of amounts the Cantractor does not intend to pay to a Subcan.txactor because of a good faith dispute, unless the Contzactoa• connplies with Clause 5.3(b} {2) of these General Conditians and the Conti•actor's Payment Bond Surety consents in writing to pay�xtent to the Contractor of the fiinds deemed to be in dispute. (c) Unless othertivise provided in the Contract Documents, progress paym�nts shall include payment for mate�•ials and equipment delivered and suitably stoxed at the Project site for subsequent incoz�poration into the Work within thuty (30) days after delivery to the Projeci site. Tf approved in advance by the 4wner, payment may similarly be made for materials and eqnipment suitably stored away frorn the Project site at a location agreed upon in rvriting. Payment for costs incurred in storage of materials or equipment a�vay from the Project site vcrill NOT be rnade by Owner unless: (1) the Owner has given prio�• approval of such off-site sto��age in writing; {2) the nnaterials or equipment are sto��ed in a bonded warehouse located i� Denton County and identified tivitk� the Project fo� which they are stored, as evidenced by wazehouse receipts and appropriate documents of title; and (3) the materials or equipment stored ofF site will be incoiporated into the Work wzthin thirty (30) days after delivery. STORAGE IN F�ICILITIES OF T� 11�ANUFACTU�.ER OR THE CONTRACTOR WILL N4T BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPI,tQVAL OF SLTCH STORAGE 1N WRITING. (d) The Contractor wacrants that title to all Work covered by an Application for Payment will pass to the Owner no latei than the time of payment. The Cont�•actor fi�rthe� wai�ants that upon subnaittal pf an Application fox Payment all Work for which Cei�tificates for Payment have been previously isstled and payments received fi•om the Owner shall be free and clear of liens, claims, security interests or eneumbranees in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. (e) All materials ox• equipment delivered to the Project site �aclier than thirty (30) days pi7dr to an approved schedule fo�• delivery to the Project site shall be classiiied as an "early delivety." All early delivery materials or equipment must have the express written pei�nission of the Owner to be stored on the Project site, If any trnauthorized eaz•ly delive�y occlii•s, Contractor shall, at Conhactor's expense or at the expense of the i�esponsible Subcontractor ox• Supplier, cause such early delivery to be rezx�oved �roz� tk�e P��oject site and stored off-site until requiz•ed at the Project site. Ali costs of labor, transportation and stox•age will be included as pai�t of the expense. If the Contractor fails or refiises to remove unauthorized eaz•ly deiive�y materials, the Owner may cause such matei7als to be removed at the Contractor's sole expense, and amoiints may be withheid fi•om the Contz•actor's Application for Payment to reimburse the Owner for any costs incur�ed in removing unauthorizeci early delivet�y materials. OWNER WILL NOT BE RESPONSIBLE �'4R THE PROTECTION OF OR RISK OF L4SS ON ANY EARLY DELIVERY MATERIA,LS OR EQUIPlY�E�tT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERTALS OR EQUIYMENT. An� materials or equipment classified as earl� delivery �vill not be ap�roved %r payment as stored materials prior ta thirty (30) days before the incorporation of the matexials or equip;tx�ent into the Work, tin�ess storage and payment at an earlie�• date is expressly approved in writing by the Owrxex. (fl If the Cont�act Sum is equal to or less than $25,000.00 and pei�ormance and payznent bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and acce�Oted. 9.4 CERTIFICAT�S FOIt PA'YIYIENT (a) The Architect/Engineer wili, within ten {10) days after receipt of the Contractoa•'s Application for Payment, either issue to the Owner a Certificate for Fayment, with a copy to the Contractor, %r such amount as the Atchitect/Engineer determines is properly due, or notify the Contractor and Owner in writing of the Architect/�ngineer's reasons for wzthholding certification in whole or in pa1�t as provided in (a} Ciiy o�Denton General Canditions fox• Building Construction. (b} Subparagraph 9.5(a), The Certificate for Payment shall be issued on the cui7�ent version of AIA Form G702 (Ap�lication and Certificate for Payment) as approved by the Owner. (c) The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on tlae Ax•chitect/Engineer's observations at the site and the data corr�prising the Applica#ion foi• Payment, that the Wo�•k has pragressed to the point indicated and that, to tl�e best of the Axchitect/Engineer's knowledge, infor�ation and belief, quality of the Work is in accordance with the Cont►act Documents, The foregoing representations are subject to an evaluation of the Work for confo�xnance with the Contract Documents upon Substantial and k'�nal Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Doeuments eorrectable prior to Final Completion and to speciiic qualifications expressed by the Architect/Enginee�. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in tlae amount cei�tified, subject to the O�ner's approval. The issuance of a Certificate for Payment is not a representation that thc Architect/Engineer has: (1} made exhaustive or continuous on-site inspections to check the quatity ox quantity of the Wox•k; (2) �eviewec! construction means, methods, techniques, sequences or procedures; (3) reviewed copies af requisitions received from Stibcontractors and ixtaterial suppliers and other data requested by the �wner to substantiate the Contractor's right to paytnent; or (4) made eYamination to ascei�tain how or for what puipose the Contractor has used money previously paid on account of the Coniract Sum. (d) Whenever the Appiication for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a�ercentage o�the Application, less applicable xetainage, to #he Coxztractor within thv.ty (30) days follawing Owner's receipt and approval o�the Certificate for Paymcut ce�•ti�ied by the Architect/Engineer. The Appiication may include acceptable nornperishable materials delivered to the Work or stored as provided for in Paragxaph 9.3(c) and #he payment will be allowed on the net invoice value, less ta.ces and applicable retainage. (e) The City is z•equi�•ed to withhold retainage %r public works conh�acts in tivhich the total contract price estimate at the time�of execution is more than $�00,040; however, this requirement is typically applied by the City for a11 public works contracts in excess of $SO,OOa. The City may require varying percentage withholding amounts; however, the City ty�ically requires five pe�eent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest-bearing account and pay the interest eat�ned to the contractox on completion of tlae cont��act. '�'he retainage will be withheld by the �wner frorm each p�ogress payment until final completion of the i�Vork by the Contractor, approval of final completion by the Architect/Engineer, and final acceptan.ce of the Work by the Owner. Unless othex•wxse requii•ed by state law, the retainage percentage as specified above is based upon th:e original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased o�• decreased by Change Ordei•. . (� Na progress payments shall be made on conhacts where perfozxnance azid payment bonds at•e not required or fitrnished. In such instances, payment for the W�rk performed will be made upon fmal completion and acceptance by the Owner of all Work. 9,5 D�CTSIONS TO WITHHOLD CERTII+'ICATION {a) The Architect/Engineer or the Owner znay decide not to certzfy payment and may with[xold a Certificate for Payment in whole ar in part, ta the exient reasonably necessary to pxotect the Owner's interest, if in �the ArchitectlEngineet•'s or Owner's opinion the rept•esentations to th� Owner requu�ed by Subpax•agraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable ta certify payment in the amount of th� Application, the Architect/Engineer or the Ownex will notify the Cont�actor as provided in Subpai•agraph 9.4(a). If the Conhactox• and Architect/Enginee� or ihe Owner cann.ot agree on a revised amount, the Arc3�itectlEngineer will promptly issue a Certi�cate for Fayment.for the amount for which the Architect/Engineer is able to make the required representations to the Owne�. The Axchi#ect/Engineei or the Orvner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observatians, may nullify the �vhole or a part of a Ce��tificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer's or Owner's opinion, to pratect the Owner fiom loss because of: (1) defeciive or nonconforming Wo�•k not reanedied; {2) thu•d party claims fiied or xeasonable evidence indicating probable filing of such claims; (3) �aifire of the Cont��actor to make payments properly to Subcontractors or for labo��, tnaterials, or eqt�ipment; (4) reasonable evidence that the Work cannot be completed for the i�npaid balance a� the Contract Sum; (S) damage to the Own�r or another contractor; {6) reasonable evidence that the Woi�k will not be coanpleted within the Contract Time, and that the unpaid balance would not be adequate to cover ach�al or liquidated damages for the anticipated delay; (7) persistent failu�e to c<u�y out the Work in accordance with #he Contract Docurnents; or (8) mathematical or other ei7ors that are discovered in t�.e Application for Payment. (b) When each of the above reasons #hat exisied for witl�liolding cei�tification are removed or rem.edied, cei�tification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress paymez�t or final payment under the Contract Documents against any debt (including taxes) lawfiilly due to the Owner fiom the Conhactor, regardless of whether the amount due arises pursuant to the ter�ns of the Contract Documents or otherwise and regardless of whether or not the debt due to the Owne�� has been reduced io judgment by a cotu�t, 9,6 PR�GRESS PAYMENTS (a) After the A�chitect/Engineei has issiied a Certificate for Payment, the Owne� s}lall make �ayment in the manner and within the time provided in the Cont�act Documents, and shall sa notify the Architect/Engineer. The Owne�� shall not be liable for interest on an�+ late or delayed prog�•ess payment or fnal payment caused by any claim or dispute, any discxepancy in qt�antities, any failure to provide supporting docui�nentation or other infoiYnation required with the Application for Payznent or as a precondition to payment under the Contract Documents, or due to any paynnent the Owner or the .A.rcbitectlEngineer has a right to withho�d or not cex-tify under the Conixact Documents. Noiwithstanding the £oregoing, the O�svt�er may refiise to make payment on any Certiiicate for Payment (including, without limitation, the final Certiiicate for Payment) for any default under the Contract Documents, including but not limited to those defaults set foi�th in Subparagraph 9.5(a), Clauses (1) through (7), The Owner shall not be deemeci in default by reason of withholding payment while any Contractor default remains uncured. (b} The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account oi each Subcontractoz•'s portion of the �ark, the amount to wluch said Subcontractor is entitled, zeflecting percentages achially retained from payments to the Contractor on account of sueh Subcont�•actors portion of the Work. The Canhactor shall, by appropriate agreement with each Subcont�actor, require each Subcontractor to make payments to Sub-subcontractors in similax znanner. (c) The Architect/Engineet wi11, on rec�uest, furnish to a Subcontractor, if pxaetieable, infoi7nation regarding percentages of completion or amounts applied far by the Cflntx•actor and ac#�on taken thereon by the At•chitect/Engineer and the Owner on account of portions of the Wark done by such Subcontractor. (d) Neither the Ow�nez• nor the .Architect/Engineer sha�� have an obligation to pay or to see to the payment af money to a Subcontractor except as may otherwise be x•equired by law. That obligation belongs to the Contractor or, in tk�e event of the Contractor's failure to pay a Subcontt•actor, to the Surety on the Payment Bond as requi�•ed undej• Paragraph 11.3. (e) Payment to material supp�ie�•s shall be treated in a xnanner similar to that provided in Subparagraphs 9.6(6), (c), and (d}. � (� A Certificate for Paynnent, a progress payment, or pai�tial or entue use ox occupancy of the Pxaject by the Owner shall not constitute acceptance of Work not pez�ortned in accorciance with the Contract Documents. 9,7 SUBSTANTIAL C�MPLETION (a} The Date of Substantial Connpletion of the �Work, ox designated portion of the Work, is the date cez�tified by the Arehitect/Engineer when consttliction is suffieiently coznpleted in accordance with the City �f Denton General Conditions For Blulding Construction. (a} the Contract Documents such that the Ownar may beneficially accupy and use the Work, o� designated poz�tions of the Work, for the puiposes £or wluch it is intended and only trivial and insignificani items remain which do not affect the Work as a whole. (6) When the Contractox considers that the Work, a�• the portion of the Work tivhich the Owner agrees to accept separately, is Substantially Complete, the Cor�tractor shall prepare and submit to the Architect/E�gineer a comprehensive list of remaining iternas to be corr�pleted or cor�ected. The Contractor shall proceed paomptly to complete and correct items on the list (hereinafter catled the "punch list"). Failure to include an item on the punch list does not alter the res�onsibility of the Cont�actor to cornpiete all Work in accordance with the Contract Docl�rnents. Upon receipt of the punch list, the Arckutect/Engineer will malce a.0 inspeciion to determizxe whether the Work, or designated portion of the Work, is Substantially Complete. If the ArehitectlEngineer's inspection discloses any item, whethex or not included on the pi�nch list, which is not in accordance with the requirements of the Contract Docunr�ents and which rendez•s the Worlc inspected not Substantially Complete the Contractor shall, before issuance of the Cei�ificate of Substantial Campletion, complete or correct the item upon notiiication by the Architect/Engineer. The Contracto� shall then submit a request for anothe�• inspection by the Architect/Engineer to detei�nine Substantial Complation. When the Work or designated portion of the Work is Substar�tially Complete, the Architect/Engineei� will prepaxe a Certx�cate of Substantial Completion which shall estab�ish the date of Substantial Completion, shall establish responsibilities of the �wner and the Contractox• for security, maintenance; heat, utilities, damage to fhe Wo�•k and insurance, and shall fix the time within which the Contractor sha11 finish all items on the punch list accompanying the Ce�ti�icate. (c) The Cei�tificate of Substantial Completion shall be submitted to the Owner and the Contractor for thair written acceptance of responsibilities assigned to them in the Cej�tificate. (d) Upon Substanti�l Completion of the Work or designated portion thereo� and upon application by the Contracto�• and certification by the Architect/Engineer, the Owner shall xnake payment, refleeting adjustment in retainage, if any, for the Work, or poi�tion of the Work, as provided in the Contract Documents. � � 9.8 PART�AL OCCUPANCY OR USE . (a) The Owner may occupy o� use any completed or paitially completed portion af the jJVork at any stage when� such portion is designa#ed by separate Sttpplemental Agreement rvith the Cont�•actor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11:2(e} and authorized by public authorities having ju�•isdiction over the Work. Such partial occupancy or use may coxnmence whether or not the pox�tion is Substantially Complete, provided the Owner and Con#ractor have accepted in vv�iting the responsibilities assigned to each of them for payn�ents, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and ha�e agreed in w��iting concerning t}�e periad for cor�ection of the Work and commencement of warz•anties required by the Contract Documents. When the Contractor conside�•s a portion Substat�tially Complete, the Contractor shall prepare and submit a�ist to the Aa•chitect/Engineex as provided imder Subparagraph 9.7(b). Consent of the Contractor to pai�tiai occttpancy or use shall not be unreasonably withheld. Th� stage of the (a) progress of the Work shall be detei7nined by written agreement between the O�vner and Contractor ar, if no agreement is reached, by decision of the ArchitectlEngineer. (b) Immediately pi7or to such partial occupancy or use, the Ow�ner, Contractor, and � ArchitectlEngineer shall jointly inspect #he area to be occupied or poi�tion of the Work to be used in order ta determine and record the condition of the Wotk, (c) Unless otheitivise agreed upon, pa��tial occupancy or use of a portion o� poi�tions of the Work shall not constitute acceptance of Work not camplying with #he requirements of the Contract Documents. 9.9 FINAL COIV�PL�'I'ION AND FINAL PAYMENT (a} Upon x•eceipt of written notice that the Work is ready for final inspection and acceptance and upan receipt of a final Application %�' P�yment, the Arc�iteet/Engineer, aecompanied by the Owner's representative, will promptiy make fmal inspection and, when th� Architect/Engineer finds the Wo�•k acceptable under the Contract Documents and the Contract Documents fully pei�fortned, the ArchitectlEngineet� will promptly issue a final Cez•tificate for �'ayment sta#ing tha# to the best of the ArchitectlEngineer's knowledge, information and belief, and on the basis af the Architect/Engineer's observations and inspections, the Work has been cornpleted in accordance with te�ms and conditions of the Contract Docunlents and that the eniire balance fout�d to be due the Contractor and noted in said imai Certificate xs due and payable, The Architect/Engineer's final Ceriiiicate for Payment will constitute a furthea �epreser�tation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Contractor's being entitled to final payment have been fiilfilled. Owner will normally make iinal payment within thufiy (30) days after Qwner's receipt and approval of the final Certificate for Payment. 'War�anties required by the Conhact Documents shall commence on the date o� Substantial Completion of the Woak, unless othex�wise provided by separate agreennent beiween the Owner an.d the Contractor. (b) Neither final payzxxent nox� any remaining retained pex•centage shall become due until the Conh•actor submits to the Architect/Engineer: (1) an affidavit that payrolls, bills fo�• materials and equipment, and other indebtedness connected with ihe Work for which the Owner or the Owi�er's property might be responsihle or encumbered (less amounts withheld by Owner) have been paid or otheitivise satis£'ied; (2) a cex•t�ficate evidencing that insurance x•equued by the Contract Documents to remain in force after iinal payment is cui7�ently in effect and will �not be cancelled or allowed to expixe until af least thirty (30) da�s prior tivritte� notice has been given to the Owner; (3) a written statement that the Conhactor knows of no substantial ��eason that the ins�irance will not be renewable to cover the period rec�uired by the Confract Documents; (�) a consent of su�•ety to �nal payment; and (5) if requi�•ed by the Owne�•, oiher data establishing payment or satisfaction of obligations, such as �eceipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such foim as inay be designated by the Owner. (c) As a precondition to final payment by the Owner under this Contract, the Contractor's afFidavit unde� Ciause (b)(1) sh�ll state thai the Contracto� has paid each of his subcont�actoxs, labo�•ers or materialmen in full fox all labo� and mate�•i�tls provided to him for the �Nork under this Contract. Tn the event the Contractor has not paid each of his subcont��actors, laborers or m�teriatmen in full, the Cont�actor shall state in the affidavit the amount owed and the name of each subcont�actor, laboxer or matei7almen to whom such payment is owed. IN ANY �VENT, THE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STAND.�lltD AFFIDAVIT O�' FINAL PAYMENT AND RELEASE AS A PREC�NDITION TO RECEIPT OF �INAL PAYMENT. (d) If, after Substantial Campletion of the Work, final campletion of the Work is mate�xally delayed tluough no fault af the Contractor or by issuance of Change 4rders affecting final completion and the Architect/Engineer confirms the delay, the Owner shall, upon applicatxon by the Contractox �nd certification by the Architect/Engineer, and without termix�ating the Contzact, make payment of the balance due fo� that portion of the Work fully connpleted and accepted. If the remaining balance �or VVork not fully completed or corrected is less than retainage stipulated in the Cont�act Documents, and if bands have been fi�inished, the written consent of surety to payment af the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect/Engineer prior to certification of payment. Payment shall be made undei tei7ns and conditions gover�ing �inal payment, eYCept that it shall not constitute a waiver of claims. (e) The acceptance by the Contractoi• of the final payment shall operate as and shall be a complete release of the Owner fiom all claims or liabilities under the Contract, for anything done ar fi►rnished or relating to the Work or the Project, or fo� any act or neglect of the Owner relating to or coxulected with the Work ar the Project. ARTYCLE l.0 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLTANCE 10.1 SAFETY PRECAUTION5 AND PR.OGRAMS The Contractor shall be responsible for. initiating, maintaining and supervising all safety precat�tions and programs in connection with the pei�foa�rnance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 10.2 SAF�T�.' OF PERSONS AND ��OPERTY (a) The Contractor shall take reasonable. precautions for safety of, and shall provide reasonable p�•atection to prevent damage, injury or loss to: (1) employees o�n the Work and ather persons who may be affected thereby; (2) the Work and materials and equipment to be incorporated thereirz, whether in storAge on or off the site, under care, custod� or conta•ol of the Contractor or the Contractor's Subcontractors or Sub-subcontractors; and (3) other property at the site or adjacent thereto, such as trees, shrubs, lawxls, walks, pavements, roadways, structures and utilities not designated fox• removal, relocation or replacemeni in tlxe course of constructian. (b) The Conh•actor shall give notices and comply with applicable lav►�s, ordinances, xliles, regulations and lawful orclers of public authox•ities bearing on safery of persons or property or theu protection from damage, injuxy or loss. (c) The Cont�actor shall erect and maintain, as reqiiired by existing conditions and pei�formance of the Contrlct, reasonable safeguards for safety and protection, including posting danger signs and other wa��ings against hazards, p�omulgating sa;fety regulations and notifying owners and users of adjacent sites and utilities. (d) When use or storage of explosives or other hazardous materials or equipment or imusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and cany on such activities under supervisian of properly qualified personr►el. (e) USE OF EXPLOSI�VES - CLAIMS AND TOTAL 1NDEMNIFICATION. The Owner shall have the right to pre-apprave the use of 1ny explosives on the Project; the Gontractor shall not assunae in its bid that permission to use explosives will be granted. The Qwner shal� �TOT be liabie for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Wlnere use of e�plosives is pe�xnitted by the Owner, the Contractoz EXPRESSL'Y AGREES TO BE S�LELY RESPONSIBLE foa the determination as to whether explosives shall actually be used, and for any result from tk►e use, handling or storage of explosives, and sha11 INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its offieers, agents and employees, an.d the ArchitectlEngineer against any and alI claims, lawsuits, judg.ments, costs or expenses for personal injr,uy (including death}, property damage or other harm for w?nich recovery of damages is sought, suffered by any person or persons, as the resuli of the use, handling o� storage of the explosives by the Cant�actor or any Subcontractor, REGARDLESS OF WHETHER SAiD USE, HANDLING OR STOR.AGE WAS NfiGLIGENT OR NOT, AND REGARDLESS �F WI�ETHER THE DAMAGE OR INJURY WAS CONTRTBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS ��FICERS, AGENTS, EMPLOYEES, OR REPRESENTATTVES, OR THE ARCHITECT/ENGINEER AND iT5 OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflxct with any other indemnity paragraph in this Coniract, this pat�agraph contcols. This inc�emnity paragraph is intended solely for the benefit of the pai�ties to this Contract and is not intended to create oi grant any rights, contractual or otherwise, to ar for any other pe�•son or entity. The Contrac�or shall fiu�nish the Owner and the ArchitectlEngineer with evidence of insivance sufficient to cover possible damage or injury, which insurance shall either include the Owner and the ArchitectlEngineer as ac�ditional insur�ds or be sufficiently broad in coverage �s to fuliy protect the �wner and #he Architect/Engineet�. All explosives shall be stox•ed in a safe and secure rttanner, under the care of a competent watchnnan at �11 tirties, and all storage places shall be marked clearly "DANGEROUS-EXPLOSZVES." The methad oi storing and handling explosives and highly flammable materials sha11 conform to Federal and State laws, City of Denton oidinances, and the City of Denton Fire Department regulations. The Contractor shall notify any telecornmunications and public utility company and any private property ovUners having struchu•es in the proximity of the Project Site of the Contractor's inte�ition to use explosives, and such notice shall be given sufficiently in advance to enable the telecomzxzunications and public utility companies and pi�ivate propex•ty owners to take such steps as they may deem necessary to protect their p�•opei�ty from injuiy. The natice shall not relieve the Cont�actor of any responsibility for damage resulting fram any blasting opeiations. (� The Confractor shall promptly remedy darmage and loss {other than c�amage or loss insured under p�•operty insurance reqiured by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 1 Q.2(a)(3) caused in whole or in pai�t by the Contracto�•, a Subeox�tractor, or anyone direetly or indirect�y employed by any of them, or by anyone for whose acts they may be liabla and for which the Contz•actor is responsible under Clauses 10.2(a)(2) and 10.2(a}(3), except damage or loss attributable to acts or omissions of the 4wner or ArchitectlEngineer or anyone directly or indirectly employecl by either of them, or by anyone for whase acts either of tl�em ma� be liable, and not attributabie to the fault or negligence of the Contractor or any of its Subcontractors. The foregoing obligations of the Contractor ate in ac�dition to the Conhactor's obligation.s under Paragraph 3.19. To the extent that any such damage or loss may ba covered by propei�ty insurance ox• other insurance required by the Contract Documents, the Owner and the Contractor shall exeroise their best effoi�ts to nriake a ciaixn and obtai�n xecovery from the insu��eis to provide for the cost, in whole or in part, of the repair work or to provide for reimbiirsement £or siich c�atnage or loss. (g) Th:e Contractor shall designate a responsible member of the Contractor's orgaruzation at the site whose duty shall be the prevention of accidents. This person shall be the Contracto�•'s superintendent u�nless otherwise designated by the Contractor in writing to the Owne�• and Architect/Engineer. (h) The Contractor sha11 not load or permit any part of the Work o�� the Peoject site to be loaded so as to endanger its safeiy. 1d,3 ENIERGENCIES In an emergency affecting safety, health, or secui7ty of persons or pxopei�ty, the Contracto� shall act, at the Contractor's discretion, to prevent threatened damage, inji,uy, or loss, Additional compensation or extension of tinne clauned by the Contcaetor on aeeount of an emergeney shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC C4NVENIENCE AND SAFETY (a) The Cont�actor shall place materials stored about the Work and shall concluct the Work ai all tizx�es in a matv�er that causes no greatex abstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstiucted, except by special permissiot� af the 4wner. The materials excavated and the const�uction materials or plant used in the pei�foiynance of the Work shall be placed in a manner that does not endanger t�e Work or prevent free access to all £'i�e hydrants, water mains and appurtenances, water valves, gas valves, manholes foa• the telephone, telegraph signal or electzxc conduits, wastewater mains anci appui�tenances, and iix•e alarm or police ca11 boxes in the vicinity. (b) The Owner �•eserves the right to remedy any neglect on the pai�t of the Conix•�ctor in regard to puhlic convenience and safety which rnay come to the 4wnex�'s attention, after tweniy-four (24) hours notice in writing to the Contractor. In case of an emergency, the Ownez shall have the right to immecliately remedy any neglect without notice. �n either case, the cost of any work done by the O4vner to remedy the Contractor's neglect shall be deducted fi•om the Conta�act Sum. The Contractor shall n�otify the City T�•affic Control Depai�finent when any stceet is to be closed or obstriieted. The notice shali, in the case of major thoxaughfares or sheet upon �vhich transit lines operate, be �orty-eight (48) hours in advar�ce. The Owner reserves the right to postpone or prohibit any closure or obstruction of any streets or thoroughfares to the extent necessary for the safety and benefit of the tra�eling public. The Contracto� shall, when directed by the Architect/Engineer or the Owner, keep any stx•eet or stt•eets in condition for unobstri.icted use by City deparkments. When the Contracto� is required to construct temporary bridges or make othez� a1�rangements for crossing over ditches or around st�uctures, the Contractor's responsibility for accidents shall include the roadway approaches as well as the c�ossing structu�•es. ].0.5 BARRICAD�S, LTGHTS AND WATCHMEN If the Work is canied on or adjacent to any street, alley or public place, the Contractor shall, at the Contractor's own cost and e�pense, furnish, erect and tnaintain suffieient barricades, fences, lights aud danger signals, shall provide sufficient watchmen, and shall take such other precautionary measu�es as are necessary for tha pxotection of persons or property and of the Wor�. All bai7icades s�.all be painted in a color that will be visihle at night, shall indicate in bold letters thexeon the Contcactor's name and shall be i��uminated by lights from sunset ta sunrise. The te��rn "lights," as used in this Paragraph, shall mean flares, flashcrs, or other illuminated devices. A sufficient numbea• of bar�7cades with adequate markings and directional davices shatl also be erected to keep vehicles from being driven on or into any Work under const�•uction. The Contractor will be held responsible for all damage to the Work due to failure of baiYicades, signs, lights and watchmen to protect the Work. Whenever evide�ce is found of such damage, the ArchitectlEngineer may order the darriaged poi�tion immediately removed and replaced by the Cont�actor at Cont�actor's cost and e:cpense. The Contracto��'s responsibility for maintenance of bai7�icades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner, 10.6 PUBLIC UTII,ITIES AND �THER PROPERTIES TO BE CHANG�D Jn case it is necessary to change or move the property of the Owner or of any telecommunications o�• public utility, such propei�ty shall not be rerr�oved or interfex�ed with until oxdered to do so by the Architect/Engineex, The right is reserved to the owner of any public or private utilities to enter upon the Project site foi• the pi�rpose of making such ehanges or repairs of theu� propei�ty th:at may become necessary during the pei�£ormance of the Work. The Owner resei�ves the right of entry upon the Project site for any puipose, inchiding repairing or relaying sewe�• and water lines and appu�•tenances, repairing structures, and fo�• making other x•epaus, changes, o�• extensions to an�y of the �wner's prope��ty. The 4wner's actions shall confozm to the Contractor's cucrent and approved schedule for the performance of the Work, provided that proper notification of schedule requuements has been given to the Owner by the Contractor. 10.7 TEMl'ORARY STORM SE'WE�Z AND DRA1N CONNECTTONS When existing stox�m sewers or drains have to be taken up or zemoved, the Cantt�actor shall at Ivs own expense provide and maintain temporary outlets and connections fo� a11 public� and private storm. sewers and drains, The Contracto�• shall also take care of all stolm sewage and drainage which will be received from these storm drains and sewers; for this puipose, the Contractor shall p�ovide and maintain, at the Cbntxactor's own expense, aclequate pumping facilities and temporary autlets or diversions. The Contractor shall, at the Contractor's own expense, construct such houghs, pipes, or other struchares necessary and shall be prepared at all times to dispose of stoi�tn drainage and sewage xeceived from these temporaiy cotu�ections until such time as the permanent connections are built and in service. The existing stox7n sewers and connections shall be kept in sezvice and maintained under tlle Conttact, except wk�ere specified or ordered to be abandoned by the Atchitect/Engineer. Ala storm water and sewage shall be disposed of in a satis�actory xnanner so that no nuisance is created and that the Woi•k under conshuction will be adequately protected. 10.8 ARRANGEMENT AND CHARGE FOR WA�ER FURNYSHED SY TH� OWiVER; EL�CTRICITY FOR THE PROJECT (a) When the Contractor desires to us� the Owner's water in connection with the Wot��C, the Contractor shail make complete and satisfactory a��angements with the Denton Water Utilities Departrrxent and shall be responsible for the cost of the water the Contractor uses. Whei•e meters at�e used, #he charge will be at the t•egular established rate; where no meters are used, the charge will be as prescribed b� City ordinance, or where no o�dinance applies, payment sha11 be based on estimates made by the Denton Wate� Utilities Department, (b) The Conhactor shall make complete and satisfactory aiTangements for eleetricity and naetered electrical connections with the Owne� oi• �vit� Denton Munic�pal Electric in the event that sepax•ately metered electiical connectians are requued for the Project. The Contracto�� shail pay for all electricity used in the pexfoirnance of the Work thaough separate metexed electrical connectzons obtained by the Contractor t}uough the City of Denton. �0�9 USE OF FIRE AYDRANTS The Contractor, Snbcontractors, and any other person working on the Pz•o,ject s�aall not open, turn off, interfere with, attach any pipe or hose to, oi• connect anything with any fire hydrant, stop valve, oi stop cock, or tap any water main belonging to the O�vner, unless duly authoxized to do so by #he Denton Water Utilities Depai�tment in accordance with the Denton City Code, �0.14 ENVIRONMENTAL COMPLIA.NCE (a) The Co�ntractor and its Subcontractors are deemed to have macie themselves farniliar with and at a�l times shall comply with all applicable federal, state or local laws, rules, regulations, ordinan;ces, ancE rules a� common law now in effect (including any amendments now in efFect), relating to the environment, Hazardous Substances or exposure to Hazatdous Substances, including but not li�nited to the Comprehensive �nvuonmental Res�ons�, Compensation and Liability Act o� 1980, 42 IJ.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, �9 U.S.C,A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S,C.A, §§ 6901, et seq.; the Fedezal Watei� Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Cantrol Act, IS U,S.C,A. §§ 2641, et seq.; the Clean Air Act, �2 U.S,C.A. §§ 7�401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A, §§ 3808, et seq., and any currettt judicial oe administrative inteipretation of these lavvs, ililes, regulations, ordinances, or rules of common lav�r, including but not limited to any judicial or administrative.order, consent decree, or judgmen# affecting the Froject. (b) In the event the Contractor encflunters on the site materials reasonably believed to be a Haza��dous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contrac# Documents, the Gontracto� shall immediately stop Work in the affected a�ea and repoi�t in �vriting the facts of such encounter to the ArchitectlEnginee�• and the Owner. Work in the affeeted area shall not thereafter be resurrted except by r�vritten order of the Owner unless and until the material is dete�•mined not to be a Hazardous Substance or the Hazardous Substance is remediated. The 4wner may choose to remediate the Hazardous Substa,nce with a separate contractor or through a Change O�der with the Contractor. If the Ownex determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Cont�acto� or any of its Subcontractoa•s, the Contractox shall be responsible �or remediating the condition at th� sole expense of the Contractor in accordance with tha Contractor's APPROVED Spill Remediat�on Plan. An extension of the Contract Time far any delay in the progress schedule caused as a result of the disco�ery and remediation of a Hazardous Substance may be granted by the Owner only if aIl remaining Work on the Project must be suspended and the delay cannoi be made up elsewhere in the progress schedule. Any request for an extension of the Contract Tirne related to the discovery and aemediation of a Hazardous Substance is subject ta the provisions of Paragraph �,3 and At-ticle 8. (c} The Cont�actor shall be responsible far identz�cation, abatement, cleanup, control, �emaval, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Conhactor or �ny Subcontractor or Supplier. The Contractor shall obtain any and all pezxnits necessary for the legal and propex handling, transpox�tation, and disposal af the Hazardous Substance and shall, prior to undei�taking any abatement, cleanup, control, removal, xemediation, and disposal, notify the O�vner and the Architect/Engineer so that they may observe the activities; provided, ho�vever, that it shall be t�e Contractor's sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. (d) Spill Pxeveniion P1�.n. At least seventy-two (72} hours prior to commencing performance of a�y of the Work at the Project site, the Coni�actor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state Ia�v, rules, and �•egulations. Ths SPRP shall be specially designed for the Contractor's planned work methods and procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regi�lations, and pollution prer+ention policies and p��ocedures. The SPRP shall ir�clude estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionaty st�•ucturces to prevent spills from leaving the site or migrating into adjacer�t properties or navigable waters. The SPRP sha11 include methods of recovery of spilled materials and all applicable twenty-four (2�) hotu emergency phone numbers, including without limitation that of the Owner's Project Manage�• or other designated represe�tative, The Contractor shaIt not camrrxence any field tivozk prior to approval of such plan by the Owner. The following adclitional rules shall apply with respect to spills caused by the Contractor or a SubcontrRCtot•: (�) The Conhactor shall itran:�ediately repoi�t any spi11 or release at the Project site, whet�er or not it is assaciated with this Contract, to the Own.er's Project Managei ar other designated z•epresentative. The�•eafter, within two (2) woiking ciays after the occu�a•ence of such event, the Contractox• skall submit a wrxtten report desci�ibing such event in a degree of detail reasonably acceptable to the Owner. (2) The Contractor shall immediately respond in accorda�.ce vtrith the SPRP in the e�vent of a spill. (3) The Contractor shall dispose of spilled materiais in accordarxce with EPA and Texas Commission on Envirorunental Quaiity (TCEQ} regulations and any othe� applicable federal, state, or local laws, rules, ox• regulations. In connection with such disposals, the Contractor shall use only those transpoxters and disposal �acilities that are approved in advance in wi7ting by the Owner. A copy of all transport manifests for the spilled materials shall be obtairied and x•etained in the Conh�actor's records foz• xeference purposes, to be provided upon request of the Architect/Engineea, the Owner, or any governmental regi�latory agency with jurisdiction over the matte�. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF SPILLED MATERIALS SHALL BE THE SOLE RESPOI�SIBILITY OF THE CONTRACTOR. (�}) k'or pu��oses of this Suiaparagi�aph (e), the texxn "spill" includes any kind of environmental discharge ox• release. (e) Clean Air Management Plan. The Contractor shall comply with t�e Clean Air Management Plan suhnnitted to and app�•oved b� the Owner during the contractor seleetion process. The Owner reseives the x•ight, at the Contractox's sole expense, to xequire the removal or retrofitting of any equipment used in the course of construction that does not comply with the Plan submitted to and approved by the Ornmer. (fl The Cont�actor shall deposit suipl�ts oz• waste escavation or other materials re�noved as pai�t of the Work at a legal disposal site in accoz•dance with all applicable state, fedex•al, and Iocal laws, xules, regulations, and ordinances. The Contractor shall subrnit to the O�vne�� for review and approval all planned disposal sites or proposed uses �or the sutplus or waste excavation ox other nnaterials prior to retnoval of any excavation or other material from the Project site, A copy of all t�anspoi�t manifests for surplus or waste exeavation or other materials shall be obtained and retained in the Contractor's records for �•eference purposes, to be provided upon request to the Arehitect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (g) The Contractor is responsible for obtaining all TXPDES Storm Water Pexxnits from TCEQ for constiuction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuan# to the Clean Water Act, 33 U.S.C.tS,. §§1251 et seq. These regulations xequire the filing of a notice of intent to obtain a�d abide by the general storm water permit for construction activities promulgated by El'A, inciuding but not limited to cleaning, grading, and e:cca�ation that disturb the applicable amount of total land at�ea. In addition, the Contractox� sha11 comply with all regulatians of the ��vner rela#ing to storm water and stoirn water runoffmaaagement at the Project site �ursuant to Chapter 19, Article IX, Denton City Code, as amended, (h) The Cont� actor shall not install any materiais in the performance of the Work #hat contain asbestos or asbestos-related material such as hydrated mineral silicate, including c}uysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whet}�er fi7able or non-fi�iable, (i) The Owner reserves the ��ight in its sole option to exercise the following remedies {tivithout waiving the right to pursue the impasition of any civil or criminal fines or penalties that may be imposed under state, fedei•al, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Conh•act Time, in the event the Conh•actor fails or refuses after seven ('1) days actvance wxitten notice from the O�vner to comply with #he provisions of this Pa.ragraph � 0,10, #he teims of the SPRP, the terms of the Clean Au Management Plan, any storm water permit or other environmantal permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1) suspend all ox any portion af the Work uiitil the nancompliance is eorrected, ox until a detailed plan fo achieve cornpliance within a reasonably prompt period of titne is prepared by the Contrae#or and approrred by the Owner; (2} if the Contractor fails to �noperly address the noncompliance within the time stipi�lated by the Owner, perform the �necessary remediation or coirection work and backcharge the Cantractor for t}�e cost of the remediatian or correction; or (3) terminate the Contract for causa as provided in Ai�ticle 13. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S INSUR.ANCE Conh•actors shall refer to Attachment A for all City of Denton insurance requirements. l 1..2 PROPERT'Y 1NSURANC� Contractors shall refer to Attaclvnent A far all City of Denton insurance req�irements. 11.3 `UMBRELLA' LTABILITY INSURAIYCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.4 POLICY ENDORSEMENTS AND SP�CIAL CONDITIONS Contractors shall �•efer to Attachment A for all City of Denton insurance requirements. 11.6 PERFORMANCE AND PAYMEriT BONDS (a} Subject to the provisions of Subparagraph 11.3(b), the Cantractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a}(1) and (a)(2) belov�r, which surety bonds shall be in accordance with the Cha��ter of the City of Dentotz and the provisions of Cl�apter 2253, Texas Goverrunent Code, as amended; each bonci shall be signed by the Contractor, as Principal, and by an established bonding company, as suz�ety, meeting the xequn•ements of Subparagraph 11.3{c) and approved by the Owner. The snrety bonds shatl be accompanied by an appropriate �ower-of Attorney clearly establishing the extent and linr�itations of the authority af each signer to so sign: (l.) Perforrz�ance Bond, A good and sufficient bond in an atnount equal to 100% of the tatal Contract Sum, guat•anteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and a11 ather Contract Documents, � including any .Amendments thereof, for the protection of the 4wner. This bond shall also provicie for the repau and maintenance of all defects due to faulty materials and workmAnship that a��ear within a period of lwo (2) year fiam the date of itnal completion and acceptance of the i mprovements by the Owner or lessex ar longex• periods as may be othe�wise designated in the Contract Documents. (2) Payment Band, A good and sufficient bond in an axnount equal to 100% o:Fthe total ContrAC# Sum, guai�anteeing the fiill and prornpt pay�aent of all claimants supplying labor or mate�ials in the prosecution oi the Work provided for in the Contcact Docum�ents and any .Amendrr�ents thereto, and for the use and protection of each claimant. (b) If the Contract Sum, inc�iiding Owner-accepted alternates and allowances, if any, is greater than $100,000, Perfoamance in 100% of the Contract Sum are rr�andatory and shall be provided by the Contractoi. If the Cantract Stun is greater than $50,000 but less than or equal to $l 00,000, only a Payment Bond in 100% of the Cantract arnount is nnandatory; pt�ovided, however, that the Contractor may elect ta furnish a Pei�foimance Bond in the same amount if the Contractor so chooses. Tf the Contract Sum is less than or equa� to $25,000, the Con#ractor may elect not to provide Performance and Payment Bonds; provided that in such ev�nt, no money will be paid to the Contractor until �na1 completion and acceptance of all work by Ovvnex. Tf the Contractor elects to provide Perfoztinance and Payment Bonds 10�% o� #he total Contract Sum, progress paynnents in accordance with these General Conditions s�aU �ie disbtirsed. (c) No surety will be accepted by the Owner rvho is r�ow in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Ow�ner's standard foi�r�ns, shall be approved by the Ovvner, and shall be executed by not less than one cozporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the mosi curr�nt United States Department of the Txeasury List of Acceptable Sureties, and is otheiwvise acceptable to #he Owner. Each bond shall be executed by the Contrac#or and the surety, and shall specify that legal venue ;for enfarcement of each bond shall lie exclusively in Denton Caunty, TeYas. Each suxety shall designate an agent resident in Denton County, Texas to whom any requisita statutory notices may be delivered and on whom sezvice of process nzay be had in matters arising out of the suretyship. (d} The person or p�rsons, partnership, company, firm, Limited Liability Company, association, corporation, or other business entity to whom the Contract is awarded shall, within ten (10) days after suc� award, sign the required Contract with t�e Owner and provide the necessary surety bonds and evidence oi insurance as required under the Contract Documents. Na Contract shall be binding on the Owner until it has been approved as to form by the City Attorney, executed far the Owner by the City Manager, the perfoimanc� and payment bonds and evidence of insurance ha�e been fu��nished as requu•ed by the Con#ract Documents, and the fiilly executed cont��act has been clelivered to the Contractor. {e) The failure of the Contractor to execute the Contract or delivet• the required statutoiy bonds and evidence of insurance within ten (10) days afler the Cont�act is awarded or as soon Yhereaftex as the Owner can assernble and deliver the Cont�act shall constitute a nnaterial bx•each of the Contractor's bid proposal ancl the Qwner may rescind the Conh•act award and coXlect or retain the proceeds of the bid secui7ty. By reason of the unce�•tainty of the market prices o� materials and labor, and it being imp�•acticable and difficult ta deteirnine accurately the amount of damages occui7ing to the Owner by reason af the Contractor's failure to execute and futnish the statutoiy bonds and to sign the Contract within ten (10) days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph I 1.3(e), Yn the event the O�vner should re-advei�tise for bids, the defaulting Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the xe-advertisement sha11 b� the bid reFeMed to xn this Paragraph. ART�CLE 12 D�FECTIVE AND N4NCONFORMING WORT� 121 UNCOVERING OF WORK (a} If a portion of the Work is covered contraiy to the Architect/Engineer's request or to requiremez�ts specifically e�pressed in the Contract Documents, the Work milst, if required in writ�ng by the Aichitect/Engineer, be uncovered for the Architect/Engineer's observation and be replaeed at the Cont�•actor's expense witk�out change in the Cont�act Titne. (b} If a poriion of ihe VVork has been covered which the Arclv.teetlEngineer has nvt specifically requested to observe prio� to it being covered, the Architect/Engineer may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs af uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with tk�e Contract Documents, the Contractor shall pay the costs of uncovering, repair, replacement unless the condition. was caused by the O�vner or a sepa�•ate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORR�CTI4N OI+"VVORK (a) The Contractor shall promptly cozsect Wbrk rejected by the Aachitect/Enginee� as failing td conform. to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall be� costs of corxecting such rejected Work, zncluding additiona� testing and inspections and cornpensation for the Architect/Engineer's services and e�penses made necessary thereby. (6) If any of the Work is found ta be defective oi nonconforrning with the requirements o�the Cantract Documents, the Contractor shall carreet it promptly after receipt of written notice from the A.rchitect/Engineer or the Ovv�xer to do so unless the Owner has previously given the Contractor a�nitten acceptance or waiver of the defect or noncanfor�rniTy. The Contractor's obligation to correct defective or no�conforming Work remains in effect for: (1) one year �fter the date of Substantial Completio�n of the Work or designated poi�tion of the Work; (2) one year after the date for commencement oiwarranties established by agreement in connection withpai�tial occupancy undex• Subparagraph 9.$(a); or (3) the stipulated duration of any applicable speciai warranty required by the Coz�tract Documents. (o) The one-year period described in Clauses (b)(1) and (b)(2} shall be extended with respect to portions of the Work perfoxxned, repaiaed, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Wox•�. (d) The obligations of the Contractor under this Paragraph 12.2 shall suivive final acceptance of the Work and tei�nination of this Cont�•act. The Or�vne:r sha11 give notice to the Conixactor promptly ai�er discoveiy of a defective o�• nonconforming cbnditian in the Work. The one-year period stated in Clauses (b)(1) atzd (b)(2) does not limit the ability of tlxe Owner to.rec�uire the Contractox' to correct latent d�fects or nancon�oxmities in the �ork, which defects or nancanfornnities could �ot have been discovered thzou�h reasonable diligence by the Owner or the ArchitectlEngineer at the time the Work was perfoi7ned or at the time of inspection for certi�cation of Substantial Completion or Final Completion. The one year period also does not relieve the Contractot from liability fpr any defects or de�ciencies in the Work that may be discovered after the expn�ation of the one year coz�ection period. (e) The Conh•actot� shall remove fi•om the Project site portions of the Woa�C tivhich are not in accordance with the requuements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Otivner. � (f} If ihe Contractor fails to coa�rect defective or nonconforming Work within a reasonable time aftei• natice from the Otivner o�• the ArchitectlEngineer, the Owner may correct it in accordance with Paz•agr�ph 2.�. If the Contractor does not p�•oceed with correction of defective b� nonconfoz�ming Work within a reasonable time fixed by written no#ice from the Architect/Engineer, the Owner may xemove or replace the defective or noncon�orming Work and store the salvageable rnatexials or equipment at the Contractor's expense. If the Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days tvritten notice, sell the materials and equipment at auction or at pxivate sale and shall accoi�nt for the proceeds after deducting costs and danaages that should have been borne by the Contractor, including compensation for the Architect/En.gineer's services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Contractor should have borne, the Cont��act Surn shall be reduced by the deficiency. If payments due to the Contractor then or thereafter are nat sufficiextt to covar the deficiency, the Cont�actor shall pay the dif%rence to the 4wner. . {g) The Contr�actor shall bear the cost of coz7ecting dest��oyed or damaged constructian of the O�vne� or separate cont�actors, whether the construction is completed or pai�tially completed, that is caused by the Conh'actor's correction or removal of Woxk which is not in accordance with the requirements of the Contract Documents. � {h) Nothing con.tained in this �'aragraph �2.2 shall be cons�i•ued to establish a pex�od af limitation with respect to other abligations which the Contractor rraighi have under the Contract Docunnents. Establishment af the one-year time perioci as described in Subparagraph 12.2(b) relates only ta the speciiic obligation of the Conti�actor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be soiight to be enforced, nor to the time within which proceedings may be carnmenced to establish the Contractox's liability with respect to the Contractor's obligations othea• than spccifically to cor�ect the Work. (i) Any Work repaired or replaced puxsuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Wark originaliy perfoitiiZed oz• installed. 12.3 ACCEPTANCE OF N'4NC�NFORA�IING WORK The Owner may, in the O�avne�•'s sole discret�on, accept Work which is not in accoidance with the requirements of the Coniract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropt•iate and equitable. The adjustrnent will b� acconnplished whether or not �nal payment has bee�n made. ART�CLE 13 COMPLETION OF TH� CONTRACT; TERMINATION; TEMPOR.ARY - SUSPENSION 13,1 FIN.AL C�N.[PLETION OF CON�RACT The Conia•act will be considered completed, except as pro�ided in any warranty or maintenance stipulations, bond, or by law, when all #he Wo�•k has been finally co�npleted, the final inspection is made by the Ax•chitect/Engineer, and final acceptance and final payment is rnade by the �wner, 1.3.2 WARRANTY FULFILLM�NT Priox to the expiration of the speciiied waiYanty periad provided for in the Contract Dacuments, the ArchitectlEngineer will make a detailed inspection of the Work and will advise the Contractor and the Contractor's Su�ety of the items that ��equire con•ection, The Archit�ct/Engineer will make a subsequent inspection and if the corrections have been properly pe�•for�rned, the Architect/Engineer will issue a lettez of release on the maintenance stipuiations to the Contractor and the Saiety. �f for any zeason the Confii•actaz has not made the requix•ed cor�ections before the expiratian of the war�.•anty period, the warranty pro�visions as provided �or in the Contract Documents shall remain in effect until the coixections have been property performed and a letter of release issued. 13.3 T�ItNIINATXON BX THE OWN�R FOR CAUSE (a} Notwithstanding any other provision of these General Conditions, the Work or any portion of the Wock may be teirninated immediately by the Owner for any good cause a£ter giving seven {7) ciays advance written notice and appartunity fb cure to the Conhactor, including but not limited to the �ollawing causes: (1) Failure or refusal of the Conhactor to start the Work within #en (10) days after the date of written notice by the Owner ta commence the Work. � (2) A reasonable belief that the progress of the Work being made by the Contractor is insufficie�at to complete the Work within the specified tim.e. (3) Failux•e or refi�sal of the Confrftctor to pxovide suf�cient and pz•oper equipment ox• construcfion forces to properiy execute tk�e Work in a iimely manner, (4) A reasonable belief that the Contractoa• has abandoned the Wozk. (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or oth�e��vise �nancially unabie to carry on the Woz•k. (G) Failure or re�itsal on the pa��t of the Contractot• to observe any requirements af the Contract Documents ar to comply with any w�•itten ordeas given by the Architect/Engineei or the Owner as provided for in�the Contzact Documents. (7) Failu�•e or refusal of the Cont�actox• to promptly make good any defects in materials or workmanship, ox any defects of any nattue, the co�7ection of which has been directed in writing by the A�•chitect/Engirneer, (8) A�•easanabie beliaf by the Owner that collusion exists or has occurred far t�e puipose of illegally p�ocuring the Contract or a Subcontractor, or that a fiaud is being pex•petrated ou the Owner in co�nection wi#h the constiuction of Work undex• the Contract. (9) Repeated and flagrant violatior� of safe working proceduzes. (10) The filing by the Contractor of litigation against the Owner prior to completion of the Work. (b) When the �Vork or any po��tion of the Work is teiminated fo�� any of the causes itemized above or for any other oause except termination for convenience pursuant to Subparagraph 13.3(e), the Gontractor shall, as of the date speciited by the Owner, discontinue the Work or poi�tion of the VVork as t�e ��vner shall designate, vt+he�•eupan the surety shall, within fifteen (15) days afEer the wi7tten notice of termination for cause has been served upon the Contractor and the surety or its authorized agents, assume the obligations of the Con#ractor for the Work or that poi�tion of ihe Work which the 4wner has ordered the Contractox• to discontimie and may: (1) pex�£arm the Work with forces employ�d by the surety; {2) with the written consent of the Owner, tende�• a replacement cont�actor to take over and perform the Wot�k, in �vhich event the surety shall be responsxb�e for and pay the amount af any costs rec�uired to be incu�•x•ed for the completion of the Work that are in excess of the amount of funds remaining under the Conhact as of the time of the term��nation; or (3) with the written consent of the Owner, #ender and pay to thc Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Cont�•act, correct existing defec#ive or nonconfo��tning Woxk, and compensate the Owt�er for any other loss sustained as a result of Contractox's defauit. In the event af tezmination for cause involving Clause (b)(1) or {b)(2), the Surety shall assume the Contractor's plaee in all respects, and the amount of £unds a•eznaining unpaid under the Contract sha11 be paid by the O�vner for all Work performed by the surety or the replacement contractor in accordance with the terms af the Contract Documents, subject to any rights of the Qwner to deduct any costs, damages, ox liquidated or actual darnages that the Owner ma� have inciuYed, inchiding but not limited to additional fees and expeiises of the ArchitactlEngineer and attorneys fees, as a result of such termination. (c) The balance of the Contract Si�m remaining at the time of the Contractor's default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the te�7ns, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3{b), exercise its ohligation to assuine the obligations of the Contcact, or that portion of the Con�tract �vhich the Owner has ordered the Contractor to discontimie, then the �wner shall have the power to complete the Wo�•k by contract or otherwise; as it may deem necessuy, The Contractor agrees that the Owner shall have the right to take possession of or use any or alI of the nnaterials, plant, tools, eqt►ipment, supplies, and propei�ty of every kind pzovided by the Contractor for the purpose of the Woxk, and to procui•e ather tools, equipment, labor, and materials for the com�letion of the Work, and to chaige to the account of the Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the V41oz'k shall be deducted by the Owner out of the balance of the Cont�act Sum remaining u�paid to or uneai�ed by #he Contzactor, The Contractor and the surety shall be liable to the Owner for any costs incuned in excess of the balance of the Conh•act Sum for the eompletion and correction of the Work, And for any other costs, damages, expenses (including but not limited to additional fees of tlae Atchitect/Engineer and attoi�ney's fees), and lic�uidated or actual damages xncurred as a result of the tezminatian. (d) The Owner slaall not be requi�•ed to obtain the lowest bid for the Work of completing the Contract as desci7bed in Subparagraph 13.3(c}, but the espenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner's expense is less #han the sum which would have been payable under the Con#a•act, if the saxne had been completed by the Contractor, then the Owner may pay to the Contractor (or the Sureiy, in the event of a complete terminatio� �ot cause) the difference in the cost, provided that the Contraetoz (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for cornpletion shall exceed the amount which would have been payabl� under the Contract if the same had been campleied by the Conhactor, then the Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. VVhen only a pai�ticular pai�t of the Work is being carried an by the Own�r by cont�act or otherwise under the provisions of this Subparagraph, the Contracto�• shall cantinue the remainder of the Work in conformity with the terms of the Contract, and in siich rzaanner as not to hinder or intei�£ere with the perfai7nance of workmen employed and provided by the Owner. (e) The right to tei�ninate this Contract for the convenience of the Owner {including but not limitecl to nonappropx�iation of funding) is expressly retained by the Owner, In the event of termination for convenience, the Owner shall deliver a# least ten (10) days ad�vance written notice of termination for convenience to the Con:tractoz. Upon the Contracto�'s receipt of such written notice, the Conh actor shall cease the perfozrnance of the Work and shall take reasonable and approp��iate action to secure and protect the Work in place. The Cantractor shall then be reimbursed by the Owner in accordanca with the terms and provisions of the Con#ract Documents, not to exceed actual labor costs incui�ed, nnaterials stored at the project site or away frorx► the Project site as approved by the Owne�• but not yet paid for, pius actuat, reasonable, and documented tei�nination charges; if.any, paid by the Conh�actor in connection with the Work in plaee which is eampleted and in conform�ance �vith the Contract Documents to the date of teiminatioz� for convenience. No amount shall ever be due to tlie Contractor fox lost or anticipated pi�ofits. 13.4 T�MPORARY SUSPENSXON OF THC WORK (a) The Work ar any portion of the Work may be temporarily suspe�nded by the �wner immediately upon written notice to the Cont�actvr far any reason, including but not limited to: (1) the causes described in Clauses 13.1(a)(1) through (a)(10) above; (2} where other provisions in the Contract Documents require or pexmit tamporary suspension of the Wark; (3} situaiions where the Work is th�•eatened by, contributes to, or causes an immediate tlueat to public hea�th, safety, or security; or (4) ather unforeseen conditions or cucu�nstances. (b) The Co�tractor shall immediately zesume the temporarily suspended Work when ordered iz� wz�iting by the Owner ta do so. The Owner shall not under any circumstances be liable for any claim af the Coniractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; p�vvided, however, that in the case of a tempora�•y suspension for any of the reasons described under Clauses (a}(2} tluough (a)(4), where the Conhactor is not a contributing cattse of the snspension under one of those Clauses or where the provision of the Conhact Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner �vill make an equitable adjustment for the following items, pxovided that a claim is propexly made by the Conhactor under Subparagraph �.3 of these General Conditions; (1) an equitable extension of the Cont�•act Time, not to exceed the achial delay caused by the temporary suspension as detei7nined by the Arckutect/Engineer and the Owner; (2) an eqiiitable adjustment to the Contract Sum for the actual, necessary, and reasonable eosts of properly proteat�ng any Work that is finished or partially finished durin� the period of the temporary suspension (no profit and over�ead shall be allowed on top af these costs); and (3) if it becomes necessary to move equipment from the Project site and then return it ta the Project site when the Work is ordei•ed to be resumed, an equitable adjustment to the Cont�act Sum for the actual, necessary, and reasonable cost of these moves; px•ovided, ho�vever, that no adjustment shall be due xf #he equipment is xnoved to anoth�r Project site of the Owner. ARTICL� 14 MISCELLANEOUS PROV�SXQNS 14.]. GOVERNING LAW; COMPLIANCE WITH LAWS AND �GULATIONS (a) This Contract shall be goveimed by tha laws and case decisions of the State of Texas, without regard to conflict of law or choice o�law principles of Texas or of any other state. (b) This Contract is entered into subject to and controlled by the Cliarter and ordinances of the City of Denton and all applicable laws, rules, and regulations of th� State of Texas and the Government of the United States. of America. The Confxactor shall, during the perfoi�rnance of the Work, carnply witl� all applicable Cify codes and ordinances, as atnended, and all � applicable State and Federal laws, rules and re�rlations, as amended. 14.2 SUCCESSORS �ND ASSIGNS The Owner and the Contractor z•espectively bind themselves, their partners, successors, assigns, and legal x•epresentatives to the promises, cove�nants, tea�ns, conditions, and obligations contained in tlie Cont�•act Documents. The Contractor shall not assign, transfer, or convey its interest or rights in t�.e Conhact, in pnrt or as a whole, tivithout tivritten consent of the ��vner. If the Cantractor attempts to make an assignment, transfer, or conveyance �vithout the Owner's v�nitten consent, the Contractor shali nevertheless remain legally responsible for all obligations unde�• the Contract Documents. The Owne�• shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Cont�actor, except where assignment is compelled or allowed by COlU'i OTCI�e, the tea•�ns of the Contract Docume�zts, or other aperation of law. 14.3 WRYTTEN 1�OTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand rec�uued o� permitted to be given under this Cantt•act by either pai�ty to the other may be effected by personal delivery in w�xting or by rnail, postage pxepaid to the Project Managea ar Superintendent of either pai�ty, or to an officer, pat�tner, or other designated representative af either party. Mailed notices shall be addressed to the pai�ties at an address designated by each party, but each pai�ty may change its address by written notice in accordance with this section, Mailed notices shall be deemed communicated as of thtee (3) days after mailing. 14.4 RIGHTS AND REMEDIES; N4 WANE17 OF RIGHTS BY OWNER (a) The duties and ohligations imposed on the Cont�actor by th� Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shail constitute a waiver of a right afforded the Owner under the Contract Documents, not shall any action ox• failure to act by the Owner eonstitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be speciiically agreed in writing by Change Order or Supplernental Agreement. 14.5 INTEREST The Owner sha3] �not be Iiable for interest on any progxess or �nal payment to be made under the Contract Documenis, except as may be provided by tke applicable provisions of the Prompt Payment Act, Chapter 225I, Texas Govezximent Code, as amended, subject to Paragraph 9.6{a) of these General Conditions, 14.6 OFI+'IC�RS OR EMPLOYEES OF TH� O'V�'NER NOT TO HAVE FINANCIAL INTEREST IN ANY CO�iTRACT OF TH� OWNER No officer or employee of the �wner shall have a financial interest, direct or indirect, in any Contcact with the Owner, or be finaneially interested, directly or indirec�ly, in the sale to the Owner of any land, materials, supplies or services, e�cept on bebalf of the Owner as an officez• or emplo�ee. Any vialation of this ai�ticle shall constitute malfeasance in o#'� ce, and any off cer or employee of Owner guilty thereof sk�all thereby forfeit his office or pasition. Any violation of this section, with the knowledge, express or implied, of the persot�, persons, pai�tnership, company, iirm, association o�• c4iporation contt•acting r�vith the Owner shall render the Conh•act involved voxdable by the Owner's City Manager oz• City Council. 14.7 V�NUE Tlus Contract is deemed to be performed in Dentan County, Texas, and i�legal action is necessary to enforce this Contract, exclusive venue shall lie in Dentan Gounty, Texas. ].4.8 TNDEPENDENT CONTRACTOR In performzng the Work under tl�is Contract, the relationship between the Owner and the Contractor is that of an independent contcactoa�. The Contractor shall exercise independent judgment in performing th� Work anci is solely responsible for setting wox�king hoi.us, scheduling or prioritizing the Wox•k flow and determining the means and methods of perfo��xning the Work, subject only to the requirenaents of the Cointract Documents. No te�•zn or provision of this Conh�act shall be coz�st�ued as making the Contractor an agent, servant, or employee of the Owner, ox making the Contcactor or any of th.e Cont�•actor's employees, agents, or seiwants eligible for the fringe benefiis, such as reti�ement, insurance and tivorker's compensa#ion, which the Owner pro�ides to its emplayees. 14.9 NONDISCRINIINATION As a condition of this Cantract, the Contractor covenants that he will take all necessa�•y actions to insure that, in connection with any �vork under this Cont�act, the Contractor and its Subcontractors wiil not discximinate in the treatment or employ�ent of any individual or groups of individuals on the grounds of �•ace, color, religion, national origin, age, sex, or handicap unrelated to job perfoi'manee, either directly, indi�ectly or through contracfial or other arrangecnents. The Coni�•actor shall also comply with a!I applicable requirements of the Amei7cans with Disabilities Act, 42 U.S,C.A, §§12101-12213, as amended. Tn this regard, the Cont�actor shall keep, xetain and safeguard all records relating to his Cont�•act or Wor�C perfo2med thereunder for a minimum period of three (3) years fiom final Contract completion, tivith full access allowed to authorized repXesentatives of the Owner, upon request, for purposes of evaluating compliar�ce with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a) The Ow�er may terminate this Contract imnr�ediately if the Contractor has offered, confen ed, or agr�ed to confer any benefit on a City of Denton employee or official that #he City of De�ton ernployee o� official is prohibited. by law from acce�ting. (b) �'or puiposes of tlus Ai�ticle, "benefit" means anytiung xeasanably regarded as pecuniary gain or pecuniary advantage, inclutling ben$fit to any other person iza whose welfare the beneiiciary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Noiwithstanding any other legal remedies, the 4wner may ret�uu� the Contractor to remove any employee of the Contractor from the Project who has violated the restrictions of this Ai�ticle or any similar State or Federal law, and obtain reimbursement for any expendifures made to the Contxactbr as a result of the improper offer, agreement to confer, or conferi•ing o� a benefit to a City of Denton employee or official. ART�CL� 15 ItIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Seavi.ces A�eement, the Contractor grants the Owner the right to aiidit, at the Ownex•'s electian, all o� the Contx•actor's records and billings relating to the perfor�ance of the Work under the Contract Documents. The Contractor agrees to retain its Prpject records for a minirnum of five (5) years following completion o:f the Work, T'he Owner agrees that it tivi11 exercise the right to auc�it only at reasonable hours, City may review any and all of the ser•vices perfoi�ned by Cont��actor under this Contract. Any payment, settlement, satisfaction, or release made or �rovided during the col�t�se of perfoiynane� of this Contract shall be subject to City's rights as may be disclosed by an audit unc�er this section, ARTICL� 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the pxovisions af the Denton City Code, as amended, relating to requirements for filing a notice of a breach of conta•act claim against City. Contractor shall comply with the requirements of this ordinanc� as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claim.s. Shauld a conflict at�ise between the PO, RFP tlocument,, sunnlier terms, or cantract; tl�e terms and conditions set foY•th in the ne�otiated contract shall urevail. Exhib�t E City of Denton Special Terms and Conditions ADDITIONAL TERMS A1�D CONDITIOrTS Contracf Tex•ni �t is the intention of the City o�Denton to awa�d a contract for construction of the project as described in the drawings and specifications. Materials and services undei�taken pursuant Yo this RFI' will be required to commence within fourteen {1�4) days of deliveiy of a Notice to 1'raceed. The seiwices shall be accomplished pet the Scope of Work as identified in Section IIT, the Procurement Process and Procedures as outlined in Section II, and shall confoi7n to the requuernents contained i.�n. the Technical Speai�ication �i Exhibit 2, and� Technical D�•awings in Exhibit 3. The Cantract shall commence upon the issuance of a Notice to P�•oceed by the City of Denton and shall automatically e�ire upon completion of the wox�k and acceptance by the City o�Denton. Pr_ ici�� Only %i7n, lump sum pricing with no escalatian will he accepted for this p�•oject. Price Adiustments Pi7ce adjusfrnen.ts will not be allowed for this projecY unless a change in seope is appioved that increases or decreases the amount of work requued. Requests or proposals for changes in scope must be submitted in writing with documentation that provides justification for the change and suppoi�ting evidenee that describes the basis for t�e cost change. Upon receipt of such request, the City of Aenton reseives the right to either: accept the proposed change as competitive r�vith the genexal market price at the tinne and issue appropriate authorizafions ar reject the increases wi� 30 calendar da s afte� receipt of a properl� submitted i•equest. No woz•k shall be undertaken on a proposed change until authorized by the City of Denton in the foi7n o� a Purchase Order change and/or other documentation appropriate to amending the contract. Tha request can be sent by e-mail to: purchasing a,cit�ofdenton.coin Or mail to: City of Denton Attn; Purchasing Manager RFP # 4811 901B Texas Street Denton, Texas 76204 O�� call; City of D�nton Purchasing (9�0) 349-7100 The City of Denton resei�ves the right to aceept, reject, or negotiate any proposed price changes. uautities � The quantities indicated on the drawings and in the Techriical S�ecification are believed to be accurate but shall be considered only as estimates. The project requires complete and functional consh•uction of the substation perimeter fence in accordance with the dimensions presented on the project docume�ts. Differences between the quantities of material required and the estimated quantities will not be considered as basis for a change in the price for the project, In submitting a proposal, the praposer is stating that he has ie�iewed the project dxawings and specifications and understancls their intent and has checked the quantities and dimension and is assei�ting tha# the praposal �s intended to account for alI conditions and quantities to complete the project as described in the plans and speci�'ieation. Substitutions Substiiutions are not permitted without the wzitten approval of the City of Denton Purchasin�g Departmer�t. For substitutions prior to the proposal deadline, this will be accomplished with a submittal to the Architect/Engineer, and approval by the City representative, and iss��ance of a vv��itten addendunn. For substitutions after contract awa��d, tliis �vill be accomplished with a subnuttal request to the Azchitect/Engineer, and approval by the City �'epresentative, and issuance of a written contract chang� ot•der, • Product Changes Durin� Cox�tr_t�et Term '�'he supplier shali not change specifications dizring the contract term without px'ior appxoval. Any devia#ion in #he specifications or change in the �z�oduct must be approrred in advance by the City of Denton. Notice of a change shall be submitted in wt�iting to the Project Manager vvith the RFP number in #he subject line, for review. Products found to have changed speciiications without notification, and acceptance, will be rejected �uid must be retnoved from the site at the supplier's expense. �a•oducts that have been instalied shall be replaced at the supplier's expense, Patent Ri hts The cont�.�actor ag,�ees to indexnnify and hold harmless the City fi•om any claim invo�ving patent right infringement or copyrights on goods supplied. Asbestos Free Materials The confractor shall provid.e asbestos-free rnaterials as represented by the Manufacturex's "Materials Safety Data Sheets" � Rishts to Data, Documents, and Coinuuter Software �Governnnent Entitv Ownex•shin) An�y sofl�r�are, reseax•ch, repo�-ts studies, data, phatographs, negatives or other documents, dta�vings or materials prepared by contracioa• in the perforrrzan.ce of its obligations unde� this contract shall be the exclusive property of the City and all sueh materials shall be delivered to the City by the contractor upon completio:n, #ertnination, or cancellation of this contract. Contractor znay, at its orvn expense, keep copies of all its writings for its persox�al files. Contractor shall not use, �willingly allow, or cause to have such materials used for any puipose other than the pe�forxnance of contractor's obligatiotts under this coniract without the prior wriiten consent of the City; provided, however, that contractox shall be �.11or�ved to use non-confidential materiais for wl�iting samples �n pursuit of the work, The o�vnership rigk�ts described herein shall include, but not be limited to, the right to copy, publish, dispiay, transfez•, prepare derivative wor�CS, or othex�wise use the wox�Cs, Addin� New Prociucts or Services to tate Conh•act after A,w�trd Following the Contract award, ADDITIONAL sei�vices of the same gencral catego��y that coulcl ha�e l�een encompassed in the award of this conhact, and that are not already an the contract, may be added. A foi7nal written rec�uest may be sex�t to successful Contractor to provide a proposal on the additional servzces and shall submit proposal to the City as instruc#ed. A�1 submitted prices aue subject to negotiation in accordance with Texas Government Code 225�. The City m�y accept or reject the proposal, and may issue a separate RFQ for the services requested, after rejecting some, ar all, of the proposal. The services covered under tlus provision shall conform to the statemant af work, specif catzons, and requiz•ements as outlined in the request. Conttact changes shall b� made in accordance with Loca1 Government Code 252.048. Sa, mples Respondents must make samplcs available in accordance with the s�ecification and upon request by tlze City of Der�ton prior to award with no costs #o the City. 'Venue �`his agreement shalX be govei�ed by the law of the State af Texas and v�nue for its construction and enforcement shall lie in the courts of Denton County, Texas. Silenee of S eci#icatio�ts The apparent si�ence of these specifications as to any detail or the apparent omission from it of a detailed descriptxon concex�ing any point, shall be ragarded as a meaning that the only best commercial pxactices are ta prevail. All interpretations of these speciiicatians sh�a11 be made on the basis of this statemernt. Prevailin Wa e Rates � In accordance wiih Texas Government Code 2258, the a�varded cont�aetor shall camply with prevailing wage rates as defined by the United Sta,tes Department of Labor Davis-Bacon Wag� Dete��nination �t hitp•/hvww dol.�ovlwhdleontracts/dbra.htr�n an.d at the Wage Deteririinatio:ns website www.wdol.� �or Denton County, Texas (WD-2509). � Notwithstanding any other provision of this Contraat, ihe awarded cont�actor hereb� represents and waixants that fhe contxactor shall pay to each af its employees �. wage not less than what is cui�e�tly known as . the "Federai Minimum Wage" and any increase or amendments thexeta. Fu��thermore; cantractor shall produce proof of coxnplianee �with this provision by cantractor to the City. The Cxty shall wxthhald payments due to cantractor until contractor has complied with this provision. Pi7ar.� to any payment being made for work saiisfactorily eompleted and accepted, contractor shall subrniit wage xate aff'idavits with its billing docunnents affirming that all employees have been paid not less than the ciu�rent "Federal 1vlinimuxir� Wage". . � _ Speciai Permittin� Reqairements .._.._ ..:.... ..................:........ . ..... .::.... .......... .. ...._..... . ., ._:. .. ..: . ........ . . ...........:..... � . .. . The, awarded;cox�tx�.ctor.:sha�l:wo.rk w.ith.identified _City staff �ta:abtain, th:e iaeoessa:ry:pexmits; fox oonstiuction of the project:. . Contracts and Bonds Successful awarded cantracfar will be required .to sign original contraet and submit a performance and payriaent bonds .�or 100 percent of the total_ proposal submitted before work is to cQmm.ence. The caniractor shall asstune all costs in increasing the bond lirnits if change ozders .are formally appro�ved. Bonds shall be in accardance with the V.T.C.A Govermmen.t Code Section 2253.02I, as amended. ....., ..:... ....... .:..�--:..._. ....___:... .....:-:-:�:;:.:...:..., .....__..... ...........:_::�,...:., . _�__�.-:.. . ...:. ---.. . :.,....,- .: _.. ..._.. . .. .:�- ..� .? _:..: , _... . .. .. . . : ,. ._._., To .be ::considered,`:c.on:tr.actor;anust ;include�,:an .:�c�eptabie..proposal .bond,.;easluei :s��che�k;;:or::c.ei�t�£'ied . :: �::.. .:...,. .. .. ch��k.� a�,: amount n�ot less.tk�ari 59!0. oi the -t±�tal, proposa� or. $ I5,000,, r�v�uche�ver is:'l��s :AII �propbsals .-:::... .� :.:. .::.: �.� .:..:...:..... . .. � : receive�.without the-a�ove:�ri�t �be xejected a:iicl consxdered.non:�gsponsive; The City shall no��rnally reiurn the �roposal bonds wiihin ten (10). workir�g da�s after the px•oposal due date, excep� £oz th� thxee top ranked firn�s. The three top rax�lced firms will be �•etained by the Ciiy until the required contract and bonds have been executed, after whick� they shall be retu�x�ed. Exhibit F Pa ment and Performance Bonds P�R�ORN�ANCE I30�Nll STATE 4F TEXAS Bond No.: PB-02253100127 C�UNTY OF DENTON § - KNOW ALL MEN BY THESE PRE�ENTS: "rhar scl�nolat const��uction, Inc.", whose adciress is 5'797 CR I26 Suite A Celina Texas 75009 remaf�er calIed Principat; and , Philadelphia lndemnity Insurance Company �, a Cpi•poration argani�ed and e.�isting under the lnws of the State of , and fully ai�thoi•ized to transact business in tt�e SYate of Texas, as Surety, are held ay�d fi��mly bound �lnto tlie City of Denton, a znunicipai cnrporation oa•ganized �nd existuig undei• the laws of the State of Texas, hereinafter called O�viter, �n� e panal suin of One Mil ' n Four I-Timdr�d Oxie Thausafid Pive HundrecE And Sev_�nteen and 00/100,/DOI LE1RS ($1,4Q1.517.0 , in lawful money of the United Staies, to be paid in Denton Cotinty, Texas, for ihe payment of �vlaich sun3 �veil a�id h�.iiy to be. made, tive hereby bi��d ourselves, aur heirs, executox�s, administrators, siiccessors, and assigns, jointly and severally, firmly by fhese presents. T'his Bo�d shail automatieal�y be inereased by the amouni of any Change O�•dez• ar ��tpplemental Agreement, ti�hich ii�creases the Coniract price, but in no event shatl a Change Ordee ar Supplemental t�greement, tivhicl� redttces the Cont��act price, decrease the penal sum of tl�is Bo��d, *Pennsylvania T�E OI3LIGATI�N TO PAY SAME is ,conditioned as follo�vs: Whei�as, the Principal entered into a ceztain Conh�act, id� ti�ed �y Ordinance Number 2013-i01, �vith tha City af Denton, the O�rme�•, d�.ted l� dav of NIa,�A.,D. 2013 �copy a ivhich is heceto attached and made a pai� hereof, for Construction vf the Denton Area Joiirt Training Centei. NOW, THERE�O1tE> if tife Princip�l shall well, #ruly anci faith�itliy perfo�m and fitlfill all of tl�e �►nde��takings, covenatits, tei7ns, coiiditions and agreements af saic� Cantract in aceQi•dance with the Plat�s, Speci#ications and Contract Documents dtiring th� original term the�eof aad any extension thereof �vhich m�.y be �anted Uy the U��rnel, �vith or �vitiiout notice to tlie Surety, and during the life of any guaranty o�� var�anty reqt�ired under tliis Contr�ct, and shall alsa rvell and tculy perform and fulfill a11 the undertakin�s, covenants, terms, conditions and agreements of any and a11 daly autharized modiftcatians af said Contract that may liereafter be made, notice of w3�ioli mociifications to the Surety being hereby tivaived; and, if the Principal shall repair andfar replace all d�fects due to faulty mateY�ials and �varktnat�ship that �ppear withis� a periad of hva (2) years from #he date of final comple#ion and final ucceptance of the Work by the O�vner; and, i�the Principal shall �u11y i�idemnify and sa�ve har�r�less ihe O�vner from all costs and damages which O�v3ier may suffer by reason of failure to so perf�rtn lierein and shall fully reiinburse and a•epay O�vner ali outlay and espense �vhicly tlia O�vaie�� may itictu in m�king good auy default or deficieucy, tlie�i this obligation shall be vaid; atlie�°�vise, it s1�a11 remain in full force and effeet. PROVIDED FURTHER, tha# if ar�y legai acfion be iiled z��on ihis �iond, eYC�usive venue s}�atl lie in 17ento�� County, State of TeYas. AND PR4VIUED k'I.JRTI-�EIt, tltai the said S�uety, for valt�e receivec�, hereby stipulates and Agrees that no change, extension of time, alteraiion or addition to the te�7ns of the Contraot, or #o the Work to be perfori�ted thereunder, o►• to tlie Plans, Speci�cations, Dra�vings, etc., accompanying tlie sarne, sha11 in anyzvise affect its obligatiau on this Bond, and it does hereb�T �vaive notice of any such cl�ange, exte�ision of time, alieration or additiott to the terms of the Coiatract, or to the Woi�k tq be performec� there��nclet•, vr to the Plans, S�eci�cations, D2'ASVL11gS� SiC. `�his Bond is given pi�rsu�nt to the provisiot�s af Chapter 2253 �f the Texas Governnient Cade, as amended, and any othe�� applicable stahites of tiie State of TexAS. The unciei'signed and dasignated agent is hereby design�ted by the S�trety herein as the Etesident A,gent in DeY►tori County to �vho�n any ti•eqt�isite notices �nay be �leliverecl and Qn i�vhom seivice of process may be had in matte��s arising ot�t of suct� suretyship, as provided by AF•ticle 7.19�1 of the Insw�aiice Code, Vernon's An�iotated Civil Staiutes of tl�� State of Texas, � IN WIT`NESS WHEREOF, tt�is instcument is eYecuted in 4/ copies, each one ofwhich shall Ue deemed an original, this the �St d��, p£_ _May � 2013 ✓ ATT'EST: PRiNCFI'AL Schmoldt Construction, Inc. B . , 'T BY: PRESIDENT ATTEST; �fi7_��'1 Philadelphia lndemnity Insurance Company _ ______/ B . � / I3I': ATTC? I�',Y- C Steven ,1. Zinecker Tl�e Residet�t Agent of the Surety irt Denton Cottnty, Texas for delive�y of i�ofice at�d service of the process is: j�jA�: Southwest Assurance Group, Inc. STREBT ADDRESS; 124 Old Town Blvd. North Suite 200 Ar le TX 76226 (NOTE: Date af Pei•formance Box�d mnst be d�ete of Coniract. If Resident Agent is t�of a cox�poratiou, give a �erson`s name.) , / V (� ��35� PAYM�IVT BOND STA.TE OF T`EXAS § Bond No.: PB-02253100127 C4UNTY 0�' DENT�N § KN�W ALL Nf�N BY T�-IESE PRESENTS: Th�t Sch�noldt Constructi�n L�c.`�whose address 5'197 CR 12G Suite A, Celinas Taxas �7 09, hereinafter called Principal, and Philadelphia lndemnitv Insurance Comnany '' _� a corparation organized and existing under the laws of tlte State of Pennsylvania , 8I1(i flll�y allt�lOi'1Z�d f0 �1'At]Sc3Ci �U51T12SS iil �I1B Sta�� O�T�Ya5� flS SUC8�7, a��e l�eld and fi�•mly ba�u�d turto the City of De��ton, a municipal corporation organizeii and existing und�r tLie l�ws of the Staie of TeYas, he�•einafter called ��ner, aud ttnto alf persons, firms, and coiparations who �nay furnish m�►terials for, or pe�•foim labor upoij, the builciing or improvements hereinafter �•eferred to, in the penal stim of U��e Millioz�, Foiu Hundt•ed On� Tha�isand Five Hundred and Seventeen and 00/100 DOLLARS/ ' {$1,401,51'1.0� la�vful money ofthe United States, to be paid in Denton, County, Teaas, for tlie gayment of �vhich sum �vell and truly #o be made, tive hereby birid oui•selves, otu heirs, exeoutacs, administ�•ators, successors, and assigns, jointly and severally, fiiinly by these presents. This Bonci shall �utomatically be i�icreased by the amount of any Change 4rder or Supplernental Agcee�nent ��hich increases ti�e Contract price, but in no event shall a Char�ge Ucder o�• Supplementat Agreement �vhich rer�uces tlte Contract pric� dect•ease the penal sum of this Bond. TH� 4BLIGATIUN TO PAY SAME �s coriclitioned as fallotivs: Whereas, the P��incipai entered in#a a cex�tain Cont►•act, identified by�ciinance Number 20I3-101, �vith the Ci#y of Denton, the Chvner, dated �l�e 1 S` da of Ma A,D. 2413 , a copy nf tivhich is he��eto aftacheci an:d m�de a pai�t hereof, fo�� Constructian of t4ie l�e�aton Area 3oint Trainin� Ceuter,✓ NOW, THEREFORE, if the Principal shall �vell, truly �nd faithfiilly perfoirn its duties and tnake p�•ompt payment to all pei•sons, firms, subcontractors, carporations and claimants supplying labor anc3/or rnaterial in the proseei�tion of tke Wor�C provided fai• in said Co►ih�act and any and all duly a��thorized modifications of said Contract that inay hereafter be made, natice of which modifications to the Surety bei�ag hereby e�pressly �vaived, tl�en this oUligation shall be void; othei�vise it sltall remain in fitll force and effect. PROVID�D FURTH�R, that if any legal ac#ion be %ied on this Bond, exclusive venue shall lie in I7enton County, Texas. AND PROVIDED FURTHER, tl�at the said Surety, for value received, hereby stipulates anc€ agcees that no cliange, extension of time, alteration or additio� #o tlxe teirns of the Contract, or to tho Wox•k ta be perfarmed tl�ereiu;dei•, o�• to the Plans, Specifica#ions, Drawings, etc., accornpanying the same, shali in.anytivise affect its obli�ation an this Bond, and it does hex•eby �vaive notice of atry such char�ge, extensiaix af time, alteration or addition ta the te�•ins of the Contract, ar to the Work ta be performed thereunder, or to tfle Plans, Speci�cations, ➢rativ�ngs, ete. This Band is givert pursuant to the provisions of Cltapter 2253 of the'�'eYas Government Code, as an�ended, and any other app�icable statutes of the State ofTexas. The undersig�ied and desi�nated �gent is lie�•eby designated by the Surety he3�ein as the Resideut Agent in Dentan Couuty to �vhotn any raq�aisite notices may be delivered �tnd on �vhom service ofprocess may be haci in matters arising out of siich surety, as provic�ad by A��ticle 7.19-1 af the Insuc•ance Cade, V�rnon's Aniiotated Civil Statutes of the State of Texas. IN WIT�SS W�-IEREUF, this instrument is executed i� 4 copies, each one of tvhich shall be deeitted ai� originai, this the � st ��y �� May :- , 20� s✓ ATTEST: PRINCII'AL ° � Schmoldt Construction, Inc. BY: . S A �'Y� - PRESIDENT ATTEST: SURETY; Philadelphia lndemnity Insurance Company � $i�� BY: � ATT RNEY- - C Steven J. Zinecker The Resident Agent af the Surety i�i lle�itoti County, Texas for delivery af notice and seivice of #he proc�ss is: . N fj�: Southwest Assurance Grou , Inc. STREI,T AI7DRESS: 124 Old Town Bivd, North Suite 200 Argyle, TX 76226 ENOT�: Date of Pcrynaer�t Boatd rntrst be date o, f Cotatract, If Residerrt �getrt rs rzot a cofporatrvrt, give a pef son's name,) �./ �h� ��1°_ 561 PHII,AD�LPHIA INDENINITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 BalaCynwyd, PA 19004-0950 Power ofAttorney / KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPIiIA INDEMNITY INSiIRANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: Steve Rickenbachex, Sophinie Hunter, Sherrel Breazeale, Clint Norris, David C. Oxford, Steven Lott, Sheri Renee Allen, Tommy Bret Tomlinson, Steven J. Zinecker Jessica Luna Montgomery, Charles K. Miller, Shannon Lewis of Southwest Assurance Group, Inc. its true and lawful Attorney(s) in fact with full authority to execttte on its behalf bonds, undertakings, recognizances and other contracts of indemgt y�and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $7,500,000.00: � This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSUItANCE COMPANY at a meeting duly called the 15` day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attomey(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney-in-Fact and revoke the authority given. And, be it FLTRT'HER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attomey or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WIIEREOF, PHILADELPHIA INDENINITY INSURANCE COMPANY HAS CAU3ED THIS INSTRiJMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 15"` DAY OF NOVEMBER 2012. .,,,,,,.,��.,,,,.,, ��.�g,t�l"74' f�'b.. �iykd['.�rr�'+.. ,�,f��Vi''�+�� ria+ � �. `� 6 ! �5 �. : kJF� �'"�.i21:; F'�5.' '+.��? .�� - ..^ s`.•: `'�� °a11�i *1 i�5�titi`A*`, (Se8l) � � President Sean S. Sweeney, President Philadelphia lndemnity Insurance Company On this 15�' day of November 2012, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer ofthe PHILADELPHIA INDEMNITY INSURANCE COMPANP; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. [�hAMONWBAL O • PEliNSYLII,ANU. NOTARIAtSEAt � DANIELLE PORATH, Nateryr PuqAc LowerMedorrT .,hiontgom Cou Comrt�ian Me►dr� �t Notary Public: residing at: (Notary Seal) My commission expires: I `+x�' "�•c''`-"' U/tc-- Bala Cynwvd. PA March 22 2016 I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPF3IA INDEMNITY INSUIZANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and conect and are still in full force and effect. I do further certify that Sean S. Sweeney, who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attomey the duly elected President of PHILADELPHIA INDEMNITY INSiJRANCE COMPANY, In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this lst day uf ji�y 20� . _� v � �� s� �,:�� , �� . � rs .� ,� .; -� ,,_, {;: ; Craig P. Keller, Executive Vice President, Chief Financiai Ouicer & Secretary ? � ; T {� � � � : eA ` PHILADELPHIA IlVDENINITY INSiJRANCE C01�4PAN1' �c?s' • ��,: 'L ,... },` � �-,;;'�'` „F��.��,5 O�\� �� u;;- iN1PORT�4t�?T �i�TICf To obtain fnformdii�n �or make .� c�m�l�in�: You ma�� all tl�� Sur��;�'s �oll fr�ee te.lephon� number f�r infiz�rma�:ic�i� �r fo .n��4�� a complair�t at: '1 �8 77-43 � -7� � ° �'�u rn.�.y also w.rite Pl�il��slphia �lnd��.r�ify �ns�ra�ies Cr�rnpat��at_ ��r�� B�la ��.z�, Sui�� fl:0 . � �Ba��a �ynv��, �p;� � J��4 ��en�io�r�: S.enio�'.�� r��i.dent.�nd � irectc�r .a� S�are�y Y�� ir,ay��nta�� 1�.� 7�xas �°��r�r.��n#:af ��s��:�r�c� ��o .ob�tai� :�ri��r:�.��fl� �n �o;�p�r�i�s,��o�re:�ag�, r��s �r �or�pJ�i:�ts ��. . . � �D�-��-��_ ��.�:�na.y��e �l�e ��:�s D��a�r��n� z�� l.-�� r.�ri� .�z_ �_fl_ �ax ��-4 ��in, � '��7� �=�� -� �"�=� �7�� .. ��:.��_1�v�� i��_��_�:�s ��1: ��s��r��.��n��i�i_�?��.�,:��. ��L�� fl� �� '��:: �h��a)� �� i��e � ��s:�� ni�g ��.ur ��mi.�rn or �b�.�� ,��, :�� u)d �r��a�t �� S��t� �,��. �� .�a�.p�� s �z�t �e�r��e�;;�T,�� :��t�,c� `i�� :��a� ��n� �f ��-��c�_ �.`�A�� N1S ��T�� ;� �'�J:�R P;��l�'�: ��.is �r�otic� �� for i�if�rr��ti�n :an�.� �� d��s �.�� be�orne a �.ar.t,or��an�iitio�r� ��e a��h�a ��. ,�.D4�IS0 ITVIPDR�1-��i�TE P.ara �ber�er i�fiorm.a�ior� � pa�� sflrr�e�er una queja: �Js1ed ��u�de Ilar�iar al n�u�►ero �d� te�lefon.o �ratis de para informacia� o .pai�a sor�e�er una queja �a): '1 �677�4��-'7�-5� �.ster� �.ar�bi�r� p�e+�e es�ribir �a �Phil��el��iia 3nden��i�r lr�s�rance �fl�mpany �at: One.$-��a �'1aza, ��i�� 8ala Cyt�v.v�d, ��'� �� J�� ;tten�iion: ��flr 1/ice .Pr��d��nt .�n�i i�.ir�ctt�r o� �ure�� P.�e�e ��r.��r�icar�e.�fln .�� r��n�r�� e '.��.gur�� 1� ��x�s ,paj � �b�e�i�.r ir��.r�x��tio.n .�,�� rr�p:a�ii�s, - .�ct�b��#.ur�s, ��:�t��c�s a �q��jas� �l: � -��D�-��2=�-� �3 �'��d� �s�r��i��a� ��a�z�i� �� g��s ��1 � ��x�a�,-. �9�>�i_ ,�.�� 4��. �uszi�, �:�: �.��--�� ,�� .�-�.-��-� �� eb: ��t��,r �� s�:�i�.��.u� ��"3�1�: ��1S1�J3`�^c��3-'-3�'��I�i?� -l'�f".?�s_Si2��_�X.:u� ��1�.�'��,� .�� i��P�,�I��S � ;��;��IO�_ ��i ��e -un� �.i�.��t� ��n��:�ie�� a s�t ��r�� r� ��a��, ��i.� ��.r��ir�� c�� l �� .;�r�r��r�. �i �� -r�s��rs .�� s��ai�, _p��.�,n#�� flr�i��ar�s� �c�� e� ��p��to :;��j. . �� .��i�l�� 51� POLI,�: �st� a�risc� e� s�i� para �.�a�osrt� d� i��orrr3�c�o�� ,y t�o :s� �onvi�r�e er� par�e � �o��i�i�i�n �e] �c��c�� ito :adj ��n��. Exhibit G I_a�,Require�n.ents and Contractor pocumentation INSU.ft.ANCE REQT.��MENTS AND WORKER'S COMPENSENTATION� �QUIREMENTS Responde�rt's attentio�t is directed to lhe ins2n�artce rec�urrenten�s belotiv. It is highly reco»r»rendet! that respo�:dents confer zvith their respective insirrarrce carl•iers or brokers to determirre in advance of ProposaJ/Bid st�br�rissio�t the avarlability of r�:stn�ai:ce cert�cales arrd ertdarsenrer�ts as prescr�ibed ar:d provided hereirr. If a�t a�parer7t lorv respoitdent farls lo cont�ly strictly ►��ith the ins:rrance re�iriren�e�rts, ihai respor�de�tt »tay be clis�ttaliftecl from mvard of the co�7�ac1. Upo�i contract rnvar�; all i»surarrce reqt�ireme��ts shall become conlracittal obl�gat�ofts, �ti�laicl� the successfirl cor7lractor shall have a d�aty to m�rrf�tain tltr�vrrghoi�t the cozn�se of tl7is coirh�act. STANDARD PR4'VYSIONS: Witlrou� limifirrg «�y of tiie oNier oblrgRfions or lir�bilil�es of the Conlractor; tl�e Contractor sltall pi•ovide nrul �nninlnin trrliil llre coi�hvecfed work hrrs beefr completerl• arid accepled by �he City of Dentorr, O�vner, tfie mifrinzun7 insura�:ce cover�rge as indicaterl lieref�iafter: :4s soori rrs proclicrrble nfte�• notificntiorr of contrnet ativarr�, Contrneior� s)tall file wit/i the Purcl:as�ng Departnrelrt std�s,fncfo�y certrflCnfes of insurt��rce, co�ttaining tlte co»tr[�ct rtttmGer a�td title of fhe praject. Cantractor r��ay, t�poii writleri request to tlre Pttrehns�ngDep�rrl»tent, askfor� clarifi.catiorr of ��ty lnsurRnce requireme�tls nt a�ty tl�ne; hawever, Co�rirrrclors �ere strorrgly n�lvised to rirake suclt req:rests prior �o pr•oposnl/b1d openi�tg, Si3�CE the insura�rce requiremenis may noi be rno�lrfred or �varved rrf�er proposal/Li�! o,petrr�tg unless n writleh �rceptior: hns Geeri sub�rtilted wtlir tlie proposnl/bi�l Corttrncto�� slir�ll �tot eommerrce any work or del�ver any �iirrterial until Ite or she receives rtolification Iftrd flie ca�iract Irrrs been acce,pterl, approved, and signe�l by tfre G`iry of Deraton, All irlsr�r�ance policles �ropased or obtair�ed �n salisfact�otr of 1ltese require�y:enis slrnll con�ply witlt tlte following generrnl s�ecificntions, and shnll be �itainlai�ted i�t conz,plinnce with these geuer�t! speciftcatlons t/irougfrorri tlte duralion of the Co�rlr�ct, or langer, if so hoterl: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A. Any dediictibles or self-insin•ed retentions shall be decla�•ed in the proposal, I� requested by the City, the insurer shall reduce or eliminate such deductibles or self-insua•ed retentions with respect to the City, its officials, agents, employees and voluntears; or, the eontractor sha{l procure a bond guaranteeing payment of losses and related investigations, claim adininist��atioii and defense expenses. Liability policies shall be endorsed to provide the following; Name as additional insured the City of Denton, its Officials, Agents, Employees �nd volunteers. ■ That such insurance is primary to any other insurance available to tlte additionai insured tivith respect to claims covered undec the policy and that this insurance applies separately to each insured against whom clairn is made or suit is brought. The it�clusion of more tha►t one insured shall not operate to increase the insurer's limit of liability. • Cancellatio�a: City requires 30 day wrtlter� nofice should any of the policies descrl6ed on the certificr�te be cancellerl or n:aterinlly clianged before tlte �rplrnt�on date. • Shouid any of the required ins��rance be provided uuder a claims rnade form, Contractor shall inaintain snch coverage cantim�ously tlu�oughont tlie teirn o� this contr�ct and, �vi#hout lapse, for a period of tlu�ee years bayond the contract e:x�piration, such tl�at occui�ences arising during tl�a eontract tea'm �vh�ah giva ztise to claims made after ex�siration of the ca�tract shall be covered. • Shoutd any af the require�d ins«rance be provicied under a form of coverage tl�at ineludes a general annual aggcegate limil providing far claims investigation or legal defense costs to be included in the get�eKal annt�al aggregate limit, the Contraator sl�ail eifher double the ocaurrence limits or obtain Ownea•s and Conhactacs Protective Liability Tnsurnnce. • Shoitld at�y �•equired insurance lapse during the contract teran, req«ests for payrnents originating ai�er such lapse slxall not be pracessed until the City receives satisfactoiy ev�dence of reinstated coverage as rec�ukred by this eoniract, effective as of the lapse date. If insuranee is not reinstated, City may, at its sole optlan, �61717111A�� tY115 �gi�eement effeative a� the date o�the lapse. SP�CIFIC ADDITIONAL TNSTJ�t.ANCE REQUTRCIV�NTS: Al! insurm�ce pvlicies praposed or oGtairrerl in satisfactinn of this Conaract shaXl �rrlrlilional7y'cnrnply wfth flte followir�g i�tarked spec�calio»s, ttred sfeRll L' e trsrrirttnir:ed f�r cvn:pdiatice willi �Itese ar1��lnnrrl spec�cntiorrs �hr�oug{:vut fhs �'�rratioM of ih� Contrncf, a� lorrger, �f so rro�ed: jX] A. General Liability Ia�surance: General Liability insui�ance ��+ith combined singte limits of not less than ��,000.000.00 sha11 be pravided and maintained by the Contr�cto�•. Tha policy shall be tivritten on an oect�rrence basis either in a single policy or in a corabination of underlying and umbreila or excess palicies. Ifthe Commsrcial General Liability forin (ISt� Form CG �OOl�curre�tt edition) is itsed: • Covarage A shall incluc�e piemises, operations, products, and completed operatio�is, independent contractors, contractual li�bility covering thi� aonti�act and broad fo�rn �roperty damage coverege. • Coverage B shall include personal injat�y. • Covex•age C, medical payinents, is not rsqliired. If tk�e Comprehensive General Liability �arm (�SO Foi7n C3�L 00�2 Cuilent Edition and iS� k`orin GL O�U4) is nsed, it shall include at least: • Bodily inju�y and �rpperty Damage Liability for pi�ernises, opera�ions, products and completed operationa, independent cantractors and property damage resulting fronn e.cplosion, collapse or undergcaund {XCU) exposures. • Broad forrn co�tractuai liability (preferably by ��dorsement} covering #his coittract, persanal injury liability and broac� form px�operty damage liability. [X] Antomobi[e Liability Insuraaice: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than 500 000 eithec in a singla policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injuty and property damage liabiliry arising out of the ope�•ation, maintenance and use of all automobiles a�id mobile equipment used in conjunction with this contract. Satisfaction of tlie above �•equirenient shall be in the form af a polioy endorsement for: • any auto, or • aIl owned hired and non-owned autos. [�] Worlcers Compensation Tnsurance Conhactor shall purchase and maintain Worker's Compensation iiisurance rvhich, in addition to meeting the minimum statutory requi�•ements for isst�ance of such insui�ance, has Eraployer's Liability li�nits of at least $1 OQ,000 for each accident, $100,000 per each employee, and a $500,040 policy limit for occupational disease. T'he City need �iot be named as an "Additional Insured" but the insurer shall agree to waive aIl rights of subrogation against the City, i#s officials, agents, employees and volunteers for any tivork perfoirned for the City by the Named Tnsured. For building or const�uction p�•ojects, the Contractor shall comply rvith tlie provisions of Attachment 1 in accot•dance �vith §�40b.096 of the '�exas Labor Code and rule 28TAC l 10.110 of the Texas Worker's Compensation Commission (TWCC). [ X] Owner's and Contracto��'s Protective Liability Insua�auce The Contractor shall obtain, pay for and maintain at all times ducing the proseeution of the �vork ua�c3er tl�is contract, an O�vner's and Contraetor's Protective Liability insurance policy naming t�i� City as insured for p�•opeifiy damage and bodily i��jury �vhich may arise in the prosecution of the �vork or Contractor's operations under this contract. Coverage sha31 be on an "occurrence" Uasis and the policy sl�all be issued by the same insuranee compaz�y that car•ries the Contractor's liability insurance. Policy Iimits �vill be at least �SOO,OOO.UO combined bodily injuiy and property damage per occwrence witl� a 51,000,000.00 aggregate. [] Fi�'e Damage Legal Liability Tusurance Covet�age is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a poi�tion of a City bt�ilding. Limits of no# less than _ each occurrence are required. [ ] Professional Liabiliiy �nsurance Professional liability insi�rance tivith limits not less than �1,000,000.00 pec elaim with respect to negligent acts, ei��ors or omissions in connection �vith professiorial services is requu•ed under this Agreement. [ X] Bn►lclers' RislcIa�sur�tnce Buildars' Risk Insurance, on an All-l�isk :foim fo�• lU0% of the coingleted value shall be provided. Such policy sh�all include as "Nained InsUCed" the City af Dentan and all se�bcontractors as their interests may appear. [ ] Comanercial Crinne �ravides coverage for the tlxeft or disappeacance af cash or checks, rabbery insi�e/v�rtside the prer►�ises, burglary uf tlie premises, and employee fidelity. The ernployee ftdelyty portion of this coverage should be written on a"blanket" basis to covez• all employees, including netiv hires. This type insurance should be rec�uired if the contractor has aecess to City funds. Litnits Qf iiot Less than �_ each oocui�renee ai•e reqttired. [] Additionallns�u•auce Other ins�rance may b�e requu•ed on an individual basis for axtra hazai•dous coiitracts and speci�c service agt�eaments. If such additional insu.rance is requia�ed for a speei�c eontraet, that requit�ement tivili be describad in the "�pec�c Co�zditions" of the contract specifications. �X] Workexs' Compensatiun Coverage foi� Bailc�ing or Construction Projects fox• Governmental Entities A. Definifzons: Cei�tiftcate of covei•age ("certificate")-A copy of a cei�tificate of insurance, a certiiic�te of authority to self-insute issued by th� commission, or a cavez•age agreement (TWCC-8l., TWCC�82, TWCC-83, or TWCC»S�), shawing statuto�y workersr cornpensatian insurance coverag� far the persan's o� entity's em�Ioyees p�oviding seiwic�s on a praje�t, far the divat�on of the projeet. Dtuation �f the praject � xncluc[es the time frorn. the beginni.z�g of the woxk on the project until the contractor's/person's work on tl�e project has been completed and accepted by t�e goveirn�mental entity. Persons providing sei�vices on the �raject ("subcontractor°' in §406.U96) - inoludes all pe�rsans or ez�tities performing al� or part of t1�e services the contractar has undertaken ta perfoitin on the �raject, regard�ess o� whet�ier that persan contracted directly r�vith the contractar and regardless of whetk�ex �hat person has emplayees. This irncludes, withouf limztation, independent contractors, subcontractiors, leasi�ng companies, motor cax��ieis, owcier-aperatoxs, eixzployees of any such entxty, or employees of any entity wk�ich iut�ishes persons to provide seiwices on tb� project. "Se��vi�es" include, without lirnitation, providing, hauling, o� delivering equi,pment or materials, or providing labor, transpox�tation, or other sezvice xelated ta a project, "Services" does not include aotiv�iies az�related to the �pi�oject, such as �oad/beverage vendors, o�ce si�pply deliveries, ar�d delivery of pai�table toilets. B, The contractor shall provide coverage, based on p3•oper repai�ting of classification codes and payroll amounts and filing of any overage agreements, which Yx►eets the statutory requirem�nts of 'T'exas Labor Code, Section 401.011(44) foz a11 employees of the Cantractor providing services on the project, for th� duration af the. project. C. The Contractor must provide a certiiicate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shawn on the contractor's cui7ent cei�tificate of coverage ends duxing the duration of the project, the cantractor must, priar to the end of the co�erage period, file a new cei�tificate of coverage with fhe gavernnnental entity shotiving that coverage has been extencied. E. The contractor shall obtain fiom each person praviding services on a project, and provide to the governmental entity: 1. a cei�tificate of coverage, prior to that person beginning work on the project, so tlie governmental entity will have on �ile certificates o� coverage shawing coverage for all persons providing services on the �roject; and 2. no later than seven days after ��eceipt by the contractor, a new cei�tificate of coverage showing extension of coverage, if the caverage period shown on the cur�ent certificate of cove�•age ends during the duration of fhe project. F. The contractor shall retain all required cet�ificates of eoverage for the duration of the project and for one year thereafter. G. The cont�actoz• shall notify the governmental entity in writing by certiiied mail oi• personal delivery, within 10 days after the contractor knew or should have known, of any change that materialiy affects the provision of coverage of any person providing sei�vices on the project, H. The contractor shall post on ench project site a notice, in the text, foam and manner prescz•ibed by tlae Texas VVorkers' Compensation Commission, informing all persons providing seivices on the project that they are requiued to be covered, and statirzg haw a person may ve�•ify coverage and report lack of coverage. The contractor shali eontrachially requi�•e eaeh pexson with whom it conri•acts to p�ovide services on a project, to: 1, provide coverage, based on pioper reparting of classifcation codes and payxoll amounts and filing af any coverage agreements, which meets the statutory x�equirements of Texas Labor Code, Section 40L�11(44) for all of its employees providing se��vices an the pzoject, for the duration of the project; 2. provide to the contractor, pi7or to that person beginning work on the project, a certificate of covexage showing that coverage is being provided for all employees of fhe person providing services on the project, for the cluration of the p�oject; 3. provide the contractoz, �rior'to the end o�the coverage period, a ne�vi certificate of coverage showing extension of cvverage, if the caverage pez•x�d shawn an the cunent certificate ofcoverage ends during the duratian ofthe praject; 4, obtain frorn each other person with whom it cantraats, and �xovi.de ta the contractor: . a. a certi�cate of coverage, px•iox to the otl�ex pezson beginning work on the proj ect; and b. a new.certificate a� coverage showing extension af eoverage, prio�• to the end of the coveaage per�od, if the caverage period shawn vn tha cutrent cei�tifieate of coverAge ends during the duration of the paoject; 5. �•etain all requieed eei�tificates of coverage on file for the duiation of the project and for oz�e year thereafter; 6, notify the governrnental entity in writing by certified mail or pers�nal delzveiy, within 10 days after the person knew or shr�uld have known, of any change that anate�ially affects #he px•ovision of cavexage of any persan providing services or� the project; and 7. Contractually reqiw�e eaeh person with whom it con#�acts, to perform as �equired by paragaa�hs (�) -{7), with the certific�tes of coverage to be provided to the person for wk�om tk�ey a�•e pxoviding services. J. By signing this contaact or providing ar causing to be provided a eez�ti�cate af cavexage, the conhactar is representing to tl�e goveY�nmental entity that all emplvyees of the contzactnr who wza� pxovide se�vices on the project will be �cove�ed by �vaikers' compensation coverage for the duxation of the �roject, that the coverage will be based on proper repni�ting of classiftcation codes and payz•oll amounts, and that all coverage agreements �vill be filed �vith the appropriaie insurance carxxex or, in the case o� a self-iz�sured, with the cornmission's Division of Self-Insurance Regulatian. Frovic�ing false or misleading infozma#ion may subjec# the cont�actor to administ�ative penalties, criminal penalties, civil penalties, or othex civil act�ons, K. The contractor's failure to comply with any of these pravisians contract by tl�e contractor which sntitles the governme�ntal ez�t�ty contzact void if th;e ean#ractor daes not remedy the breach within receipt of nat�ce of bxeach fi•om the gQVe��zunental entity, is a b��each of to declare the ten days after ACO � DATE (MMIUD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 4�23�2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT J@S31Cd MOIItCjOIDeY'y Southwest Assurance Group� IIIC. PHONE (g17)329-7007 �C No: (817)329-7011 a member of K&S Group, Inc. nooR�ESS:7montgomery@southwestassurance.com 2350 Airport FT47y � St2 ZO2 INSURER S AFFORDING COVERAGE NAIC # Bedford TX 76022 iNSUReRn:Cincinnati Insurance Com an INSURED / j� INSURER B:TEXd3 Mutual Insurance Co . 2945 Schmoldt Construction ✓ 4 INSURER C: 5797 CR 126 ��\vl� INSURERD: Suite A �\ L� INSURER E: Celina TX 75009 � INSURER F : COVERAGES CERTIFICATE NUMBER:2013-2014 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FaR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTR,4CT 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. INSR 7ypE OF INSURANCE A��L SUBR POLICY EFP POLICY EXP LIMITS LTR POLICY NUMBER MMIDDIYYYY MM/DD/YYYY GENERAL LIABILITY EACH OCCLIRRENCE $ 1� OOO � OOO � X COMMERCIAL GENERAL LIA8ILITY DAMAGE TO RENTED lOO OOO EMISES Ea occurrence $ � A CLAIMS-MADE �OCCU PP0186313 /15/2013 4/15/2014 MEDEXP(Anyoneperson) $ 10�000 PERSONAL$ADV INJURY $ 1� OOO � OOO GENERAL AGGREGATE $ 2� 000 � 000 � GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 2� OOO � OOO POLICY X PR�� LOC $ AUTOMOBILE LIABI COMBINED SINGLE LIMIT � Ea accident 1 000 00 _ A X ANY AUTO / ODILY INJURY (Per person) $ ALLOWNED SCHEDULED BA0186313! /15/2013 /15/201 gODILYINJURY(Peraccident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ X UMBRELLA LIAB X pCCUR EACH OCCURRENCE $ Z� OOO � OOO A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2, 000, 000 DED RETENTION PP0186313 /15/2013 /15/2014 $ B WORKERS COMPENSATION X WC STATU- OTH- AN� EMPLOYERS' LIABILITY � ANYPROPRIETOR/PARTNER/EXECUTIVE YIN .EACHACCIDENT $ 1 OOO OOO OFFICER/MEMBER EXCLUDED? � N � A / (MandatoryinNH) BP-000125101�3 4/15/2013 4/15/2014 E.L.DISEASE-EAEMPLOYE $ 1 000 000 � If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICV LIMIT $ 1 OOO OO O DESCRIPTION OF OPERATIONS 1 LOCATIONSI VEHICLES (Attach ACORD 1D1, Additional Remarks Schedule, if more space Is required) Cit ton, its Officials, Agents, Employees, and Volunteers are listed as an additional insur d on the Auto Liability, Ge� ral Liability, and Umbrella policies as per written contract. overage is prim and non-con ry !Waiver of Subrogation in favor of City of Denton, its Officials, Agents, Employees, unteers on the Auto Liability, General Liability, Umbrella and Workers Compensation policies as per written contract,,/30 day notice of cancellation. ✓ City of Denton / 215 E. MeKinney Street Denton, TX 76201 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE S Zinecker/JMONTG � �� - � ACORD 25 (2010105) O 1988-2010 ACORD CORPORATION. All rights reserved. INSD25r�o�nn5im Thn A!'f1Rll namc anrl Innn �ru �cnic4orcri m�rlrc nf A(`(lRll I BUILDERS RISK COVERAGE DECLARATIONS The Declarations, Supplemental Declarations, Common American Zurich Insurance Company Policy Conditions, Commercial Inland Marine Conditions, A Stock Company Coverage Form(s) And Endorsement(s), if any, issued to Administrative Office: 1400 American Lane and forming a part thereof, complete the Commercial Schaumburg, IL 60196 Insurance Policy numbered as follows: THIS IS A COINSURANCE CONTRACT � New Policy BR04446987 ❑ Renewal of Please read your policy. ❑ Rewrite of In return for the payment of the premium, and subject to all terms of this policy, we agree with you to provide the insurance as stated in this policy. 1. Named Insured and Mailing Address: 2. Producer Information: Schmoldt Construction � A Name: SOUTHWEST ASSURANCE GROUP 5797 CR 126 `� 12201 MERIT DR STE 795 Suite A �� DALLAS, TX 75251-2213 Celina, TX 75009 B Telephone #+1 214 691 5721 C Fax #+1 214 691 4961 D Zurich Producer # 19698018 3. Policy Period — From: os�o��2o�s To: 05/01/2014 E Field Office Name 12:01 a.m. at your mailing address above. F Field Office Code 4. Form of Business: ❑ Individual ❑ Partnership ❑x Corporation ❑ Joint Venture ❑ Other 5. Limits of Insurance (eitherOne-Shot or Reporting Form as indicated below) ❑K SUPPLEMENTAL DECLARATIONS (If this box is checked, Supplemental Declarations is attached to and forms a part of this policy) ❑ Reporting Form (continuous policy) ❑K One-Shot (non-reporting form/single structure policy) ❑ Annual Rate ❑ Monthly Rate (HBIS — 4) ❑ 1-4 Family Dwelling x❑ Commercial Structuref Property Location A) Any one building or structure $ 719 E. Hickory B) All covered property at all locations $ Denton, TX 76205 C) Rate Per Report D) Premium Per Report New Construction E) Total Taxes and Surcharges Per Report A) Any one building or structure $ 1,401,517 (per attached endorsement — N/A in NY) B) All covered property at all locations $ 1,401,517 F) Total Fully Earned Policy Premium Per Report (same as A unless otherwise noted) Remodeling D) Renovations and improvements $ E) Existing buildings or structures $ F) Rate $ 0.128 G) Premium $ 2,190.00 H� Total Taxes and Surcharges $ 0.00 (per attached endorsement) I) Total Fully Earned Policy Premium $ 2,190.00 minimum remium a IlCabl@ INCLUDES MASONRY VENEER 6. Deductible: ❑$500 X❑$1,000 ❑$2,500 ❑$5,000 ❑Other 7. Forms Applicable To This Coverage Part: SEE SCHEDULE OF FORMS AND ENDORSEMENTS Countersigned: By: Date Authorized Representative FM-170001 (04-10) BUILDERS RISK COVERAGE SUPPLEMENTAL DECLARATIONS Policy Number: BR04446987 Policy Type: ❑ Reporting Forms (continuous policy) OR 0 One-Shot (non-reporting form/single structure policy) ADDITIONAL COVERAGES (COVERAGE FORM) LIMIT OF INSURANCE a. Collapse b. Scaffolding, Construction Forms And Temporary Structures Re-erection Of Scaffolding c. Debris Removal d. Back-Up Or Overflow Of Sewers, Drains Or Sumps e. Fire Department Service Charge f. Valuable Papers And Records g. Pollutant Clean-Up And Removal h. Ordinance Or Law — Direct Damage Loss To The Undamaged Portion Of The Building Demolition Cost Increased Cost Of Construction Combined Aggregate For Demolition Cost And Increased Cost Of Construction i. Preservation Of Property j. Rewards k. Property At A Temporary Storage Location I. Property In Transit OPTIONAL ADDITIONAL COVERAGES (ENDORSEMENTS) ❑ Business Income (HBIS-95) Anticipated Project Completion Date Monthly Limit Of Indemnity Deductible Period Civil Authority ❑ Business Income And Extra Expense (HBIS-82) Anticipated Project Completion Date Monthly Limit Of Indemnity Deductible Period Business Income Extra Expense Civil Authority ❑ Development Or Subdivision Fences, Walls And Signs (HBIS-58) ❑ Expediting Expense (HBIS-93) ❑ Extra Expense (HBIS-92) ❑ Marine Model Home Contents Coverage (❑ HBIS-52 —OR— ❑ HBIS-77) ❑x Soft Costs Coverage (HBIS-88) Anticipated Project Completion Date o8/31/2013 Deductible Period Expense To Mitigate Loss Civil Authority (coverage extended for 3 additional consecutive weeks) OPTIONAL COVERAGE EXTENSION (ENDORSEMENT) ❑ Builders Risk Green Building Coverage Extension (HBIS-96) Aggre�ate Limit of Liability "LEED Building Rating" $ $ $ $ $ $ $ 20,000 10,000 20,000 5,000 10,000 20,000 15,000 $ �,000,000 $ �,000,000 $ �,000,000 $ �o,000 $ 35,038 $ 70,076 $ (fraction) days Included $ (fraction) days Included Included Included $ $ $ $ $ $ 100,000 10 days Included Included HBIS-91 (04-09) U-GU-619-A CW (10/02) TEXAS NOTIFICATION IMPORTANT NOTICE TO OBTAIN INFORMATION OR MAKE A COMPLAINT: You may call Zurich Small Business's toll free telephone number for information or to make a complaint at: 1-800-382-2150 (Customer Inquiry Center) You may also write to Zurich Small Business at: Customer Inquiry Center 1400 American Lane Schaumburg, IL 60196 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance P.O. Box 149104 Austin, Texas 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection(c�tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. 990003 02 07 Exhibit H Contractor Busxr�ess Information CITY Or D�IVTON RI`P SI87 � ATTACHMENT C BUSXNESS �VCRVIEW QUESTIONNAIRE i. Contcactox� Name : Schmoldt Construction, Ync. 2. Addeess (I'rinciple Place of Business: 5797 CR 126, Sulte A, Cellna, TX 75009 3. Does your company have an established pjiysical presence in the State of Texas, or tl�e City af Denton? Yes 4. Tax Payer ID#: 41-2033822 5. Email Address of Prima�y contaat: cary@schmoidtconstruction,tom G. 'Website Address: www.schmoldtconstructlon.com 7. Telepl�one: 972-382-8499 8, Fax: 972-382-8399 9, Ot[�er Locations: N/A l 14. Organization Class: Corporation Partnerslup Individual Coipoa�ation Association 11. Date Fstablished March zo02 12. Foriner Business Name: 3&C seneral Construction, �nc. ! 3. Date of Dissolution, N/A, fust a name change. 14. Subsidia�y of ; N/A 15. Historically Underutilized Business: Yes oiQ 1G. Principals and Officers: CarY Schmoldt, President Please detail responsibilities �vith the uame of each principal or oiiicer. see rtesume 17. Key Peisannel and Responsibilities: MUce Parker � Fred Gelser Page 98 of RFP # S 187 CITY OI+' DEN'�'ON RrP S I87 Please detail responsibiiities �vith the name of eacli key personnel. see Resume 18. Number of Perso�ruiel by Discipline: Discipline Number of Staff � # Registered 19. Seivices Provided by Firm: See Attachment following Attachment C Please pyovide a detailed listing of al! seivices that your company provides, Please detail youz• pcioc experience working on simila�• proyects with Texas governmental entities, �lease detail you►• similar services provided ovei' the past two {2) yeais. Detail documented proof of at least tluee (3) projects in the past t�vo (2) yeals. Please detail these services, including, tlie nature of the seivices provided, and the scope of the activities, t(ie o�•ganizations for whidi the seivices were provided, the dates of the projects, aEid tlie dacumented beneftt to the governmental entity. 20. Has your company filed or bean n�uned in any litigation involving your campauy and the Owner on a contract tivithin tl�e �ast five years under your cucrent compa��y name or any other company name? If so pravide details of the issues and resolution i£ available. Include la�vsuits where Owner was involved, t�o 21, Please pi•ovide at least (3) three references (prefera.biy »�ur:ic�pallties) and contract a�nounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment �. see Attachment F 22. Have you eve� defaulted on or failed to complete a contract under your cwrent company name or any other company name? If so, where and why? Give name aud telephone nu�nber of Owner. No 23. Have you ever had a contract terminated by tl�e Owner? If so, wliere and why? Give name and telephone numbe�• (s} of Owner (s). No 24. Has your company itnplemented an Employee Health and Safety Program corapliant with 29 CFR 1910 "General Indushy Standards" and/or 29 CFR 192G "General Consttuciion Standards" as they apply to your Company's customa�y activities? htt �://ww�v.osl�fl. ov/ �is/oslt��veblo�vasrch.searcl� form? doc e=STANDARDS& tac level=l & ��, keyvt�lue=192G yes 25. Please indicate the total number of projects your Firm has undertaken within the last five years? 25 26. Insurance Info��tnation a, Nauie of Insurance Carrier Republic �loyds b. Agent Name Steve Zinedcer - Southwest Assurance c. Address of Agency 2350 Airport Frwy, Suite 202 d. City/State Bedford, 7X 76022 Page 99 of RFP # 5187 CITY Oi� D�NTON RI�'P 5187 e. Phone Number 817-329-7007 f. Email adda•ess af Agent szineckerCc�southwestassurance.com 27. List all subcont��actors wl�om respondeni estimates will fiilfill 15% or more of the contract: If you need subcontractor names, they will be avallable upon request. brywall Flnishes Electrical Mechanital 28. Resident/Non-Resideiit Bidder Determination: Texas Gavernntent Code Section 2252,002; Non�resident bidders. Texas law p�•ohibits cities and other govertuY�ental units fi•om awarding contracts to a non-resident firm uuless the amount of such a bid is lower tl�a�i the lowest bid by a'X'exas residetit by the amou►�t tlie Texas resident would be required to underbid in the non-resident bidders' state. In orde�• to make this cletei7nination, please provide the name, address and phone number of a, Proposing fir�ns pruicipte place of busiuess: 5797 Gft 12b, Suite A Celina, TX 75009 b. Co�npany's majority owuer principle place of business: 5797 CR 126, Suite A Celina, TX 75009 c. Ultimate Parent Cornpany's principle place of business: 5797 CR 12b, Suite A Cel(na, 7X 75009 Page 100 of RTP �F S l 87 Exhibit I Form CI Conflict of Interest Questionnaxre ., .,. . � CTTY Qt+ D�NTON RFP 5187 ATTACHMENT G ATTACHMENT H CONFLICT QF INTEREST QUESTI4NNAIRE For vendor or otltcr pe��son doin� business with Iocal �overnmental entity This qaestionn�irc rellects changes made to thc law by H.B.1491, 80tii Lcg., Reguler Session. FORM CIQ OTPIC� USE ONLY This questionnaire is bei�ig ftled in accordance �vitl� chapter ]7G of the Local Government Code by a perspn paecteec<i��ea ��ho has a business relationsl�ip as defined by 5ection f7b.001(1-a) with a lacal govern�nental entily and the person meets requirements mider Sectio�i ]7G.00G(a). By law this questionnaire mtist be filed �vitlt the records adininistrator of tLe local government entity not later tl�an tlie 7tli business day after tl�e date tl�e person becomes a►vare of facts ti�at require the stateme�rt io be filed. See Section 17G.OQ6, Local Governmeut Code. A persa� commits an offense ifilie persoii knowingiy violates Section 176.006, Local Government Code. An offense under this seciion is a Class C inisdemeanor. Z rame oCperson �vho hxs a business relationshlp �s1th [ocal go��crnmental cntil��. N/A � � Cl�cck tLis box if yoa Arc fifing An update to A pre�•iausly feled qucstiomiairc. N�q (The law requires qint you fi(e au updated completed qucslionnn9re with tlie nppropriate filing autl�ority uot later tl�a�� the 7'� Uusiness day nRer Ihe date tl�e origintdty filed qnesdonneire becomcs iucomplete or ivaccurate.) I� � Nmne oflocnl govemment oflicer �vith whom filer lias an cuiploymcnt or 6usutess relationship. t � N/A Name of Ol7iccr This secilon, (Item 3 Including subparts A, B, C& b), must be completed For each ofticerwilh whom the fller has an employmeni or oiher buslness relationship as defined by Section 776.001{1-a), Local Govemment Code. Altach addiiional pages fo Ihis Form CIQ as necessary. A. Is t�e locaf government officer named in this section receiving or IIlcely to receive taxable income, ofher than Investmant income, irom the filer of ihe quesllonnaire7 0 Yes 0 No N/A B. Is ihe liler of ihe questionnaire receiving or likely to recetve taxable income, other ihan inveslment income, irom or at ihe directfon of the local government officer named (n this secEion AND the taxable Income is not received from the local governmenlal eniit}I? � Yss � �io N/A C. Is ihe filer of this questlonnaire emp[oyed by a corporation or other business entlty wfth respect io which Ihe local government o�lcer serves as an oNicer or dlrector, or holds an ownershlp oF 40 percent or moreT 0 Yes � No NJA D. Describe each aHlliatton or business re[etionship. N/A • �„�, "`3 Slgnaiure of person doing buslness with the governmental entily Page 110 of RFP # 5187 3/b/13 Date