2013-177
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ChangeOrderNumber3KOrdinanceNo.201417706/17/14JR
ORDINANCE NO. 2�13-177
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC
WORKS CONTRACT FOR THE CONSTRUCTION OF THE LANDFILL CELL 4AB AND 5
FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5256-AWARDED TO FCS
CONSTRUCTION, LLC IN THE AMOLTNT OF $2,917,242.90).
WHEREAS, the City has solicited, received and tabulated competitive proposals for the
construction of public works or improvements in accordance with the procedures of State law and
City ordinances; and
WHEREAS, the City Manager or a designated employee has received and recommended that
the herein described proposal is the highest scored proposal for the construction of the public works
or improvements described in the Request for Proposal (RFP) document and plans and specifications
therein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following competitive proposal for the construction of public works or
improvements, as described in the "Request for Proposals" or plans and specifications on file in the
Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby
accepted and approved:
RFP
NUMBER CONTRACTOR AMOUNT
5256 FCS Construction, LLC $2,917,242.90
SECTION 2. The acceptance and approval of the above competitive proposals shall not
constitute a contract between the City and the person submitting the proposal for construction of
such public works or improvements herein accepted and approved, until such person shall comply
with all requirements specified in the Notice to Proposers including the timely execution of a written
contract and furnishing of performance and payment bonds, and insurance certificate after
notification of the award.
SECTION 3. The City Manager is hereby authorized to execute a11 necessary written
contracts for the performance of the construction of the public works or improvements in accordance
with the proposals accepted and approved herein, provided that such contracts are made in
accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto
specifying the terms, conditions, plans and specifications, standards, quantities and specified sums
contained therein.
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 5256 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. Upon acceptance and approval of the above competitive proposals and the
execution of contracts for the public works and improvements as authorized herein, the City Council
hereby authorizes the expenditure of funds in the manner and in the amount as specified in such
approved proposals and authorized contracts executed pursuant thereto.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day of ��'G , 2013.
MARK A. URROUGH , MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: � i + .
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
5-O P 5256
STATE OF TEXAS
§ COUNTY OF DENTON §
CONTR.ACT AGREEMENT #5253
�B� AND BETWEEN
CITY OF DENTON, TEXAS AND SCHMOLDT C�NST12i7CTYON, �C.
TH�S CONTRACT is made and entered into this 18�` day of June 2013, by and betweeh
SC�-7MOLDT CONSTR.UCTION, INC. a corporation, whose address is 5797 CR 126, Suite A, Celina,
Texas ?5009, hereinafter refei�ed ta as "Contx�acto��," and the CITY OF DENTON, TEXAS, a Texas
Municipal Corporation and �Torne-Rule City, hez•einafter refei7ed to as "City," to b0 affective upon
appi�oval af the Denton City Council and the subsequent esecirtion of this Contract by the Dentoii City
Manager or his duly authorized c�esignee.
WITHNESSETH: That for and in consideration of the payments, covenants and agreements
contained herein, and under the cond'ztions eYpressed in tha bonds attached hereto, Coni�actor agrees
_ tivith the Owner to comznence and complete the perfoimance of the tivork specified within the agt•eement,
in the amount of $a,280,072.U0 and for the muhial benefits to be obtained hereby, the pal�ties agxee as
follows:
SCOPE O�' SERVICES
Contractor shall provide conshuctian services in accordance with the City's RFP # 5253, and the
Contractor's proposal in �•esponse thereto, a copy of which is on file at the office of Purchasing Agent
and incoi�porated herein for all pu�poses as "Exhibit A—�xhibit P'. The Contract consists of this
written ag�•eement and the follotiving items which are attached hereto and incaipo�•ated het�ein by
reference:
(a} Conta•actox• Response to RFP#5253 - Pricing (Exhibit "A")
(b) Negotiated Scope of Work and Services and Technical Requirements, Dt•awir�gs, G�t�aphs,
Charts, etc. (�xl►ibit "B"); (Technical Specifieations and Drarvings are available at
the Office of the Purchasuig Manager and at
httn://t«vw, citvofdenton.canaldepartments-serviceslcienarhnents-�-n/materials-
m�na�enxe�it�purcliasin�-distribution-center-/bids-and_proposals/current-bids-
p��onosals
(c) Contractor Payments and Performanee Milestanes (Exhibit "C");
(d) City of Denton Standard Teims and. Canditions and Contrachial Requirements (Exhibit
ccDn}.
�
(e) Special Terms and Conditions (Exhibit "E");
(� Payment and Performance Bond$ (�xhibit "F");
(g) Insui�ance Requirements and Documents from Contractor (�xhibit "G");
(h) Cont�acto�'s ausiness Information (Exhibit �°H");
(i) Contractor Response to 1tFP - Canflict of Interest Questionnaire (Exhibit "T");
These documents make up the Contract documents and �vhat is called for by one sha11 be as
binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the
Contract documents, the inconsistency or conflict shail be x•esolved.by giving precedence first to this
wi�itten Conhact, and then to the contract documents in the sequential order in which they are listed
above. These documents shall be referred to collectively as "Contract Documents,"
IN WITNESS 'VVHEREOF, the parties of tlnese presents have executed this agreement in the year
and day first above written.
ATTEST: Jenny An rews, Office Manager
,
B
ATTEST: -
JENNIFER WALTERS, C7TY SECRETARY
By: � Z
APPROVED AS TO LEGAL F�RM:
ATTITA BURGESS, CITY ATTORNEX
By: -� ' �
SCHMOLDT CONSTRUCTYO
By:
AUTHORIZED SIGNATURE
TYPED NAME: Cary Schmoldt
TITLE: President
972-382-8�99
PHONE NUMBER
cary�schmoldtconstiuction.com
E-MAIL ADDRESS
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: �:'
GEORGE C. CAMPB LL
CITY MANAGER Z
` L��� l�l I �/ l �{L �G {� � � �J � %
� �
�
Exh�bxti � A
Contract Pricxn� Details
, „, _..,,,. ......�.
Exhibit 1- Best and Final Offer Pricing
RFP 5253 - The LincEa McNatt Anlmal Care & Adoptlon Center Construction Project - Pricing Sheet
+ Each respandent must state 1ts proposed costs under the contract.
The respondent sha!! complete the fo!lawJng secdon, which
dlrectly corresponds to Section lll -Scape of Seivlces, and Sectfon
Vl, Paymen[ and Performonce Requlrements. The contractorshall ,
ZUCTION OF 7HF FACILITY !S EXPECTED TO BE
ETED ON OR BEFORE December 31, 2013. If thfs date
be met, please insert the date that your flrm can
te the prolect.
THERE ANY ExCEPT(OMS TO TNE SPECIFICA7fON5? I None � None
ALL SUCH EXCEPTIONS (ATTACFi ADDITIONAL PAGES IF
NECESSARYj.
N/A
Exhibit B
Required Scope af Work and Services
,
�Techn�cal Requirements, Drawin�s, Grap.hs,
� Chartsz etc. .
Scope of Work
a
The intent of this RFP is to obtain complete construction of the Linda McNatt Animal Cax•e and
Adoption Center that will seive as an animal shelter for #he community of Denton, The work for vuhich
proposais are being solicited is descixbed in detail in the Technical Speci#ication contRined in Exhibit
2, anci the Drativings in Ex}�iUit 3 of RFP 5253. The proposal submission shall accwately describe the
Proposer's i�derstanding of t�e objectives and scope of the requested construction and provide an outline
of the px•ocess to coinplete the t�equixements of tlae pzoject.
Special Notice ancl Additional Requirement(s):
. . _
1. `Addit�iona� .�safety `precautions. : sk�all . be . instituted ;by .:the. : awarded contraGtor, :` as ; th�e �.rvork
enviroriment will be. in �an .area :�,vhere aitizens and employees inay be pres�nt, and work safety
must be �coa�•dinated with the owner:
Z. The Cantractox.. shall be responsible �or all s�oil re�novals, �and �ny excess soil that will
i•equire. rennoval:
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f2FP �E5253
ADDENQUIVI #1
Addendum �� to be returiied with Proposal
F'lease see thE aitached sealed addendum document.
NO �THER CHANGES AT T!-IIS TIME.
Tlrr.r for�ue sl�orrld Gc.� signed rr�u! ►'elruvre�! ►vitlr ,��orm r�i•opnstil,
Nmtte: Cary St nu(dt �„���
Slgua�ure; - ```�--�,
Conlnlruy: Schmotdt Canstruction, Inc.
7ille: Presidenl
I)tlleT 5/34/13
RFP ti5253
ADDENDUIVI �2
Adciendum #2 to be roturn�d with Proposai
Please see the att�ched se�ied addendutrt document.
NO OTF-IER CI-I�NGES /�T T!-IIS 71ME.
TJ1is fv�•�n shu�rkl be sib�fu�r! nnd rei�pvtc��l willt yvur pru��usal.
lVnuie: Car hmofdt
S'igndlr�rer ��'�"'-�~--
G'r»up[nry: Scl�rnoidt CanstruclEon, inc.
Titic: President
Dple: 6J3/�3 _
Exhibxt C
Contractor PaYment ancl Performance
, . �.. ���,,..
Milestones
1, INVOXC�S A1VD PAYMENT PROCESSING:
Pavmemt na•acessin� The City review, inspection, and processing procedures for invoices�
ordinarily require thirty (30) days after receipt of invoices, materials, ox• services. Proposals which
call for payment before thii�ty (30) days fron� receipt of invoice, or cash discounts given on such
payrnent, will be consiciered only if, in the opinion of the Purchasing Manager, the revie�v,
inspection, and p�ocessing procediu�es can be completed as specified, .It is the intenfiion of the Ciry
of Denton to rnake payment within thirty days after receipt of valid invoices for which items or
services have been xeceived unless unusual circumstances arise. The 30 day processing period for
invoices �vill begin on th� date the invoice is received or the date the items or services axe received,
which�ver is later,
Direci dc��osit for payments: Coirtractors are encoi�r�.ged to arrange fox receiving payments
through direct deposit. Tnfoi�ation regarding direct deposit pay�nents is available from the City of
benton Purchasing website: w�vw.dentonpurchasin .�conn,
Invoiees: Invaices shall be sent directly to the City of Denton Accounts Payable Department, 21 S E
McKinney St, De�nton, T�, 76201-�299 with a copy to the attention of Herman Lawson, City oF
Denton racilities Management, 69 South Wooc3�ow, Denton, TX '76205. The copy may alsa be
emailed ta Mr. Dean Hai�tley at herm�tn.lativson�cityofdenton,com. Invoices must be fuliy
documented as to labor, materials, and equipment provided, if applicable, and inust reference
the Ciiy of Denton PurchRSe Order Number in orc�er to be ��•ocessed. No �ayments shxll be
anade on i�tvoices not lrsting a Purchase Order Nnmbcr. Invoices for partial paymen#s on
const�uction projects should normally be presented for payment within tk�e first five days o�'the
month, and submitted on the ATA Pay Application Form.
2. TAX EXEMPTIUN:
The Ciiy of Denton qiialifies for sales tax exemption pursuant to the provisions of Aa•ticle 20.0� (�}
of the '�'exas Lizxaited Sales, E�cise and Use TaY Act. Any Contractor pei�orming work under this
contract for the City of Denton may purchase materials and supplies and rent or lease equipn�ent
sales tax free, This is accomplished by issuing exemption certificates to suppliers. Cei�tificates milst
comply with S#ate Comptro3ier's iuling #95-0.07 and #95-0.09.
3. PAXMEN� APP�,�CAT�ONS AND PAYMENTS TO CONTRACT4RS:
A.. Upon preseniation of valid payment requests invoices, which shauld be within the first week af
each month, the Owner sh�ll make partiai payments to the Contractar foz constructian
accomplished dux�ing the preceding calendar month on the basis of completed construction
certified to by the Contractor and approved by the Owner and ArchitectlEngineer solely. foi• the
puiposes af payment: Provided, however, that such approval shall not be deemed approval of the
worlananship o� materials. 4nly ninety-five percent (95%) of each payment request approved
dtti•ing the construction of the project shall be paid by the Owner to the Cantractor prior to
completion of the project, Upon the approval �iy the Owner o£the Contractox•'s "Final Tnvoice
for Payment" showing the total cost of the const�uction performed, the Owner shall make
payment to the Contractor of all arnounts to wluch the Contractox shall be entitled thexe under
which shail not have been paid: Provided, however, that such final payment shall be mada not
later than ninety (90) days after the dat� of completion of construction of the project, as specified
in the Final Iuvoice for Payment, unless withheld because of the fault of the Contractor.
B. The Con#racto� shall be paid on the basis of the percentage of the work actually,completed for
each construction item. The total amount paid for periadic billings shall not exceed the
max3mtmi contract price for #he const�uction of the project as set forth in the contract, un�ess
such excess shall have been approved hy the O�vner, and Owner's Representative, and in �writing
by the Purcl�asing Agent as pai�t of a change order.
C. No payment shali be due while the Contractor is in default in respect of any of the provisions of
this contract, and #he Owner may rvithhold fi•om the Conh•actor the atzaount of any claim by any
third party against either the Contractor or the Owner based upon an alleged failure of the
Contractor to per�oaxn the work hereunder in accordance with the provisions of this contract.
This includes alleged failure of the Contractor to make payments to subcontracto�•s. �
4, R�L�ASE OF LI�NS AND CERTIFICAT� OF CONTR.ACTOR:
Re�ease o;FLxens and Certificate of Contractar shall be accomplish�d in accordance withAi�ticle 5,3
of the Standard Terms and Conditions.
5. PAYMENTS T4 MATERIAL-MEN A,ND SUBC4NTRACTORS:
The Contractor shall pay each materialman, and each subcon�iactor, if any, not later than five (5}
days afier receipt of any payment from the Owner, the amount thereof allowed the Contractor for
and on accoun# of materials fui�ished or construction performed by each materialtnan or each
subcontractor.
6. REMEDIES;
A. Completion of Contractor's De�ault
Tf default shall be mr�de by the Conhactor or by any s�ibcontracto� in the performance of any of
the texxns of this propasal, the Ownez•, without in any manner limiting its legal and equitable
remedies in the circumstances, may serve upon the Cont�actor and the Surety or 5ureties upon
the Contractor's bonc� or bonds a �vritten notice requi�ing the Con#ractor to cause such default to
be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the
Contractor such default shali be corrected or arrangements for the correction thereof satisfactoey
to the Ow�ae� atad/oz• Engineer shall be made by the Contractor or its Surety or Stueties, the
Owner may take over the const�uction of the project and prosecute the same to completion by
eontract or otherwise for the account and at the expense of the Contractox, an.d the Cont�actor
and its Surety oz• Suz•eties shall be liable to the Owner for any cost or expense in excess of the
contract price accasioned tbereby. In such event the Owner may take possession of and utilize,
in completing the construction of the project, any mate�7als, tools, supplies, equipment,
appliances, and plant belanging to the Conhactor ox• any of its subcontractors, which may be
situated at the site of the project. The O�vner in. such contingency may eYercise any rights,
claims or dernands which the Contractor m�.y have against thud persons in connection with this
contract and for such pui�pose the Contractor does hereby assign, transfer and set over unto the
Owner all such rights claims anc� demands. �
B. Liquidated Damages
The #ime of the completion of canstniction of the project is of the essence of the contract.
Should the Contractor neglect, refuse or fail to complete the const�uction �vithinthe time herein
agreed upon, after giving effect to extensions of time; if any, herein provided, then, in that event
and in uiew of the difficulty of estimating with exactness damages caused by such del�y, the
Ownex shall have the right to deduct from and retain.out of such money which may be then due
or �vhich may become due and plyable to the Contractor the sum of FIVE HUNDItED
DOLLARS 500,00 per day far each and every day, including weekends, that suck�
const�uction is delayed on its completion beyond the specified time, as liquidated damages and
not as a penalty; if the amoiint due and to become due from the Owner to the Conh•ac#or is
insufficien't to pay in fiill any suc� liquidated damages, the Contractor shall pay to the Owner the
amotint necessary to effect such payment in full: Provided, howevea•, tha# the Owner shall
p�•omptly notify the Conhactor in vv�iting of the manner in which the amount retained, deducted
or ctaimed as liquidated damages was computed.
C. Cumulative Remedies
Every right or remedy herein confeaxed upon or reserved to the Owner shall be cumiilative, shall
be in addition to every rig�at and xemedy now or hereafter existing at law o�r in equity ot by
stahrte, and the pursuit of any right oi remedy shall not be construed as an eiection. ProVided,
however, that the provisions of the ItEM�DT�S S�CTION shall be the exclusive measi,ue of
darnages for failure by the Cantractor to complete the construction of the project within the time
herein agreed upon.
Exhibit. D
Cit� o� Denton Construction
,
Terms and Conditions �
and
�
contractua� requirements
CITY OF DENTON GEN.CRAL CONDITIONS FOR BUILDING CONSTRUCTION
ARTICLE .1 GENERAL PROVISIONS
��1VERAL DEFINITIONS
1,1 The following definitions apply tliroughout these Genex•al Conditions and to the other
Contract Docu�nents:
a) THE CONTRACT DOCUMENTS �
T�ie Contract Documents consist of the fo�7nal Building Const�iction Se�cvices A.gceerrxex�t
between the Owner and the Contractor, these General Conditions and other supplementary
conditions included by speciai px�ovisions or addenda, drawings, spec�cations, addenda issued
prior to execution of the Contract, other documents listed in the Contract, and Amendmez�ts
issued a8er execution of the Contract. Far puiposes of these General Conditions, an Amendment
is:
(1) a rvr�tten Supplez�r�ental Agreement to the Contract signed by authorized representatives of
both pai�ties;
(2) a Change Order, including Change 4rders signed flnly by the Orvner as describecl in
Subparagraph 7.1(b) and Subparagraph 7.1(e}; or
(3) a r�vritten orcler for a nunor ehange in the Work issued by the ArchiteetlEngineer as c�eserxbed
in Paiagraph 7.3.
The Contract Documents also include bid documents such as the Owner's Instrnctions to
Bidders, sample foi7ns, the Contraciaz's Bid Proposai and poxtions of addenda relating to any of
these documents, and any other documents, exhibits or attachments specifically enumerated in
the Building Construction Services Agreament, but specifically exclude geotechnical and
subsuz•face reports that the Otivner may have provided ta the Contraotor.
b) THE CONTR.ACT
The Contract Documents, as defined in Paragraph 1.1, are expressly incoi�porated into and made
a part of the fortnal Building Construction Services �greement between the Owner and the
Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometinnes
also referred to collectively in these Genexal C�nditions as the "Contract"). Th� Contract
Documents z-epresent the entit•e and integrated agreement between the Qwner and the Contractor
and supersede all prior negotiations, representations or agreements, either wx�tten or oral, The
terms and conditions of the Contract Documents may be changed only by an Amendment. The
Canhact Dacuments s3�all not be constxued to crea�e a contractual relationship of any kind: `
(1) between the Architect/Engineer and Contractor;
(2) between the Owner and a Subcontractor or Sub-subcontractor; or
(3) between any persons or entities other than the Owner and Contractor.
The Architect/Engineer.shall, however, be entitled to performance and anforcement of
obligations under the Contract Documents intended to facilita#e perfarman�ce of the
�chitect/Engineer's duties, �
c) THE WORK
The term "Work" means the constz•uction and se�v�ces required by the Contract Documents,
whether completed or partially completed, and includes all labor, nnaterials, equipment, and
services provided or to be provided by the Confractor, or any Subcontractors, Sub-
subcontractor§, material suppliex•s, or any other entity for whoin the Contractor is responsible, to
fulfill the Cont�actor's o6ligfttions. The Work may constitute the vvhole or a part of the Project.
d) THE PRO.TECT
The Project is the totai construction more pai�icularly iiescribed in the Building Construction
Services Agreement, of which the Worlc pea�ortned iinder the Contract Documents x�nay be the
whole or a part of the Project and which may inchlde constLUCtion by the Owner or by separate
cont►actors, AlI references in these General Canditions to ox• co�cex�ning the Work.or the site of
tl�e Woxk will use the teim "Project," notwithstanding that th� Work may only be a part of the
Project.
e) THE DRAWINGS
The Drawings (alsa kno�vn as the "Plans") are the graphic and pictorial �ortians of the Contract
Docurments, wherever located and whenever issued, sho�ving the design, location and di�nnensions
of the Work, geneaally including plans, elevations, sections, details, schedules, anc! diagrams.
fj � THE SPECIFICATIONS
The Specifications tue that poi�tion of the Contract Documents consisting oi the written
a�equirements for materials, ec�uipinent, constiuction systerns, standards, and rvvorkmanship for the
Work, performance of related se��vices, and other technical requirements.
g) T�C PROJ�CT MANUAL
The Project Manual is the voiume or volumes whicli contain the bidding requirem�nts, sample
forms, General Conditions for Building Conshuction, special provisions, and Specificatians, The
Project Manual may be modified by r�vritten addendums issued by the Owner du��ing bidding, in
which case the written addendums become a part of the Project Manual npon their issuance,
unless othe�•wise indicated by the Owner �n tivriting,
h) ALTERNATE -
An Altei�ate is a v�triation in the Work on which the Owner rec�uires a price separate from the
City Building General Conditions Base Propasal. If an Alternate is accepted by the Owner, the
vai7ation will become a pai�t of the Contract tluough the execution of a change order or
amendment to the Contract and the Base Bid tivill be adjusted to include the amoi�nt quoted. Tf
an alteznate is accepted by the Owner, and later deleted prior to any �TiTOrk under the aIternate �
being performed or matecials delivered to the P�oject site, the Owner will be entitled to a credit
in the full value of ihe alternate as priced in the Contractor's Bid.
i) BASE Proposal
The Base Proposal is th� price quoted for the Work befoce A,lternates ate considered.
j) HAZARD4US SUBSTANCE
The term HazaJ�dous Substance is defined to include the following:
(1) any asbestos or any n�aterial wliich contains any hydrated mineral silicate, incluaing
clu•ysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friahle or non-
fi7able;
(2) any polychlorinated. biphenyls ("�CBs"), or PCB-containing materials, or fluids;
(3) radan;
(�) any other hazai•dous, �•adioactive, to�ic ar• noxious substa.nce, material, pollirtant, or solid,
liquid or gaseous waste;
(5) �ny pollutant or contaminant (including but not limited to pet�oleum, petraleum
hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil oz gas
exploration or production w�.ste, any natural gas, synthetic gas or any mixture thereof, lead,
or other toxic metals) wlvch in its condition, concentration or area of release could have a
significaut effect on hi�m�an health, the environment, or natural resources;
(6} any substance that, �vhether by its nahire or its use, is subject to regulatxon ox �•equi�•es
envvonmental investig�etion, monitoring, or remediation unde�• any federal, state, or local
environmental laws, �ules, oa• regulations;
(7) any underground storage tanks, as defined in 42 U.S.C. Section 6991{1)(A)(I) {including
those defined by Section 9001(1) af the 1984 Hazardous and Solid Waste Amendmsnts to the
Resatirce Conseivation and Recovery Act, 42 U.S.C, Section 6901 et seq,; the Texas Water
Code Annotated Section 263��; and Title 30 of the Texas Administiative Cade Sections
334.3 and 33�k.4}, whether empty, fillecl or pa.rtially filied with any siibstance; and _
(8) any other hazardous matex�ial, k�azardous waste, hazardous substance, solid �vaste, and toxic
substance as those or similar terms are defined under any federal, state, or local
environmental lar��vs, rules, or regulations.
l�) O'I`I�R DEFINITIONS
As used in the Con.tt•act Documents, the follo�t�ving additional te�ns have the following meanings:
(1} "provicle" means to fuiriish, install, fabrica#e, deliver and erect, including all services,
maYerials, appui�tenances and o#he�• expenses to complete in place, ready for operation or use;
(2) "sha11" means the action of the party to which refei�ence is beiiag rcz�ade xs man�datory;
(3) "as required" means as prescribed in the Contract Documents; and
(4) "as necessayy" means all action essential or needed to complete the work in accordance �vith
the Cont�•act Documents and. applicable laws, ordinances, constiuction codes, and
regulations.
1.2 EXECUTION, CQRRELATION AND zNT�NT
(a) The Building Conshltetion Seivices Agreement shall be signed by duly autharized
representatives of the Owner and Contractor as provided in the Agreerr�ent.
(b} Execution of the Building Constr�iction Services Agreemenf by the Contractar is a rapresentation
that the Cont�•actoa• has visited the site, become familiar with local conciitions, incltzding but nat
limited to subsurface conditions, under which the Wot•k is to be performed and correlated
personal oUseivations wzth x•equia•ements of the C�nhaci Documents.
(c) The intent of the Contract Documents is to iz�cinde all itexns necessary for the proper execution
and completion of the Work by the Contractor. The Conhact Documents are complementary, and
what is required by one shall be as binding as if �equired by all; perfo�xnance by the Contractor
shall be required only to the extent consistent with the Contract Documents and reasonably
inferable fiom them as being necessary to prociuce the intended results. �
(d) Organization of the Specifications in#o divisions, sections, and articies, and arz•angement o;f
Drawings sliall not control the Cont;ractor in dividing the Work among Subcontxactors or in
esiablishing the exte�nt of Work to be performed by any trade.
(e} Unless other�vise stated in the Contract Documents, wo��ds which have well-known technical o�•
canstruction indushy meanings ax•e used in the Contract Documents i.n accordance with such
recognized meanings.
{� The Dra�vings and Sp�cifications are intended to agree with one another, and Work called fox• by
Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by
both, Specifications shall govern naatex�ials, methods and quality of work. In the event of a
conflict on the Drawings bet�veen scale and dimension, fig«red dimensions sha11 govein over
scale dimensions and laige scale drawings sh�11 govei� over small scale d�•awings. Conflict
bet�veen ttivo or more dimensions applying to a common point shall be referred to the
ArchitectlEngineer/Engineer for final ad,justment. If discrepancies or conflicts occur within or
between tk�e Dra�vings and Speciiications regarding the Work, or within or between othei
Contract Documents, the Contractor shall not perfoim such Woi•k without having obtained a
clari�cation from the Architect/Engineer and resollrtion by the Owner. The Owner's decision as
to the appropriate resolution af a conflict or discrepancy shall b� final. Should the Drawings or
the S�ecifications disagree within themselves or �vith each pther; the Base Bid will be based on
the most expensive combination of quality and quantity of Work indicated.
(g) Deviaiions fi�am Contzact Docurzaents shall be made only after �n�itten approval is obtained
frozn Architect/Engineer and 04vner; as provided in �rtiele 7, �
(h) The intention of the Contract� Documents is to include all nnaterials, la6or, tools, equipment,
utilities, appliances, accessoixes, services, trar�spoi�tation, and supervision required to
cotn�letely pei�form the fabrication, erection and execution of the Work in its final pasition,
(i) The most recently issued D.rawing or Specification takes precedence o�ver previous issues of
tk�e same Di•awing or Specification. In the event of a confiict, the order of precedence of
inteipretation of the Contract Dacuments is as follows:
(1) Annendments (see Paragraph 7.2 for order of precedence between Amendments);
(2} the Building Consh�uction Servicas Agreement;
(3) addenda, with those addenda of later cfiate having precedence over those of an earlier date;
(4) the Supplementary General Conditions aud Special Provisions, if any;
(5) the General Conditions for Building Construction;
(6) the Specifications and Drawings.
1.3 OVVN�RSHIP AND USE OF ARCHIT�CT/ENGINEER'S DRAWINGS, SP�CIF�CATIONS
AND OTHER DOCT7MCIVTS
All Drawings, Specifications, �id copies thereof fiunished by the Architect/Engineer are and shall
remain the properry of the Owner and are, rvith the exception of tlae Contaact set for each party, fio be
rehu�ned to the Owner �tipon rec�uest at the coxx►pletion of the Work.
1.4 CAPITALIZATION
7'ei�rns capitalized in these General Conditions include those which a��e:
{1) specifcally defined in these General Conditions (except the terms defined in Subparagraph
1.1(j), which tea�ms are of common grammatical usage and are not noi�nially capitalized);
(2) the titles of numbered articles and identified references to Paragraphs, Subpaaagraphs, and
Clauses; �
{3) the titles af other documents publishec� or used by the Owner as ma,nuals or official policy
statements; or �
(4) proper nouns ox• other words z�ec�uii•ed under standard grammatical rules to be capitalized.
ARTICLE 2 THE OWNER
2.1 DEFYNITION OF OWNER
The Owner is the City of Denton, a Texas muiucipal coiporation, and is identified as such in the
Building Construction Seivices Agreement, and is refei��ed to throughout the Contract Docurnents as
if singul�• in numbex. `The term "Owner" means the Owner or the Ow�aer's authorized
representatives.
2.2 INTORMATION AND SERVICES REQUIRED OF THE OWNER
(a) The Owner shall fiirnish the most recent survey describing the physical characteristics, legal
limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall
also furnish any environmental site assessments that may have been given to the Dwner oz�
conducted �or the property upon which the Project is to be construcked. THIS INFORMATION
IS FURNISHED TO THE CONTRA.CTOR ONLY IN ORDER T4 MAKE DISCLOSURE OF
THIS MATERIAL AND FORNO QTHER PURPOSE. BY FURNIST-TINC THTS MATERIAI,,
THE O`1V1VER DOES N4T REPRESENT, WARRANT, OR GUARANTEE ITS ACCUR.A.CY
EITHER 1N WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR 1N ANY OTHER WAY,
AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERTAL.
(b} Except for pezmits and fees which are pxovided fo� in Subparagraph 3.7(a), the Owner sh�ll
secure and pay for necessary approvals, easements, assessments, and charges requued for
constructian, use, or occupancy of pe�rnanent strncfures or �or pe�xnaner�t changes in e�isting
facilitxes.
(c) Inforrnation or services under the Owner's control shall be furnished by the Owner uiitk�
reasonable prompiness to avoici delay in the oxde�•ly progress of the Work. It is vicumbent upon
the Contractor to identify, estabtish, and maintain a current schedule of latest dates �or submittal
and app�oval, as requi�•ed in Paragcaph 3,10, including whez� such information or services must
be delivered. If Owner delivers the information or services to the Contractor as scheduled and
Contractor is not prepared to accept or act on such infoirnation or seivices, then Contractor shall
reimburse Owner for all exti•a costs incur�ed of holding, sto�•age, o� retention, including
redeliveries by the Owner to comply with the current schedule.
(d) Unless othei�vise provided in the Co�t�•act Documen#s, the Conhactor will be finnished
electronic copies of the Drawings and Specifications for bid purposes and one hard copy
approved by Building Inspections upon execution oithe Contract. Cont�actor may obtain
additional copies by paying the cost of additional printing or reproduction.
{e) The obligations described above are in addition to other duties and �•esponsibilities of the 4wner
enuinera#ed in the Contract Documents and especially thase i� x�espect to Article 6(Construction
by 4wne� or by Separate Cont�acto;s), Ai�ticle 9(Paytnents and Completion), and Article 11
(Insurance and Bonds).
(�} The Owner sh�ll forward all instructions to the Cont�actor throz�gh #he Architect/Engineec,
except for the Owner's Notice to Proceed and the Owner's decision to carry out Work as
described in Paragraph 2.�.
(g) The �wner's empioye�s, agents, and cons�iltants may be present at the �'roject site di�ring
performflnee of the Work to assist the Architect/Engineer in the perfai7nance of the
�.•chitec�/Engineer's duties and to verify the Contractor's record of the �nunrxber of workmen
employed on tk�e Work, thei�• occupational classification, the time each is engaged in the �Vork,
the equipment used in the perfoitinance of the Wo�k, and for purpose of veri�ication of
Contractor's Applications fo�• Payment.
2,3 OWNER'S RiGHT TO STOP THE WORK
If the Contractor fails to coiYect any poi�tion of tlie Woz•k which is not in accordance with #he
zequu•ements of the Contract Documents as �equi��ed by Paragiaph 12,2 or refuses ar fails to carry
out alt or any pai�t of the Work in accordance with the Contract Documents, tk�e Owner, by written
order, rnay order the Contractor to stop the Work, or any portion of the Work, until the cause for the
order has been eliminated. The i7ght of the Uwnez• howeve�•, to stop the Work shall nat create or
imply a duty on #he pai�t of the Owner to exercise this right for the benefit of the Cont�.•actor or any
other person or entity. The rights oi the Owner und�r this Paragraph 2.3 shall be in addition to, and
not in rest�iction of, the �wn�ex's rights under Paragraph 12,2,
2.4 O'VtrNER'S RIGHT T� CARRY OUT THE WORK
If the Contractor fails or refuses to carry out the Work or perfoim any of the te�ms, covenants, or
abligations af the Conta•act Documents, and fails or refuses to coi�rect any failure or refusal with
diligence and promptness within fourteen (14) days after receipt of notice from the Qwner, the
Owner may cai�ect the Conhactor's failure or refusal or cause such faihue or refiisal to be corrected,
without affecting, superseding, or waiving any other cont�•actual, lega�, or equitable remedies the
Owzae�• has, including but nat limited ta the Owner's termination rights under Article 13. In that case,
an appropriate Change Order will be issued deducting the Qwner's cost of coi7ection, including
ArchitectJEngineer's compensation for additional services and expenses made necessary by the
failut•e or refusal of the Cantrac#or from payments then or thereafter due to the Contractor. The cost
of cor�ection is subject to vez•i�cation {but not approval) by the ArchitectlEngineez•. I� payments then
or #hezeaiter due the Contractoz are not sufficient to cover the cost of correction, the Contractor shall
pay the difference to the Owne�•.
2.5 NOT�CE TO PROC�ED
After final execution of the Contract and receip# and appt•oval of the xequi�•ed pe�•formance and
payment bonds and evidence of required insurance, the Owner will issue a vv�itten notice to proceed
with the Work, iticluding the designated Contract Time within tivhich Subst•tntial Cflrripletion of the
Work mus# be aehieved, If the Owner utv.•easonably delays issuance of a w�•itten notice to pa•oceed
through no fautt of the Conta•actor, the Contractor shall be entitled only to an equitable adjustment of
�� � the Contract Tirne, if praperly claimed pursuant to the requuements of Paragraph 4.3; but the
Contractar shall not be entitled to any increase to the Contx•act Sum whatsoevez• foa this reason.
.AR.�`ICLE 3 TH� CONTRACTOR
3.1 DEFINITION OF COlVTRACTOR �
The Contractoi• is the pe�•son or business entity identified as such in the Building Construction
Se�~vices Agreement, and is referred to throughout the Conhact Documents as if singi�lar in number.
The term "Contractoi•" means the Contractar or the Contractor's authorized employees or
representatives.
3.2 REVI�W OT CONTRACT DOCUM�N'�'S AIVD TI.CLD CONDITIONS BY CONTRACTOR
(a) The Conti�aetor shall carefully check, study, and compare the Contrac# Doci�ments with each
other and shall at or�ce xepoat to the Atchitect/Engineer in writirzg any inconsistency, ambiguify,
error, omission, conflict, or discrepancy the Contractor may discover. The Contractor shall also
verify all dimensions, field measurements, and field conditions before Iaying out the Work. The
Contractor will be held responsible for any subsequent eizor, oniission, conflict, or discrepancy
v��hzch might have been avoided by the above-descx�ibed check, study, compa�•ison, and �•epo�•ting.
In the event the Cont�actor continues to work on an item where an ineonsist�ncy, ambiguity,
ei7•or, omission, conflict, or discrepancy exists without obtaining such clarification ar resolution
or commences an item of the Work without giving written notice of an en•or, omission, conflict,
or discrep�.ncy that might have been avoided by the check, study, and com�arison required
above, it shall be deemed that the Contractor bid and intended to execute the more siringent,
higher quality, or state of the art requirement, or accepted the condition as is in the Contract
Documents, �vithout any increase to the Contract Sum o� Contxact Time. The Contractar sha11
als.o be res�onsible to correct any failure of component parts to cooxdinate o� �it px�operiy into
�nal position as a�•esult of Contractor's failure to give notice of and obtain a clarification or
i•esolution of any error, omission, conflict, or discrepancy, without any right to any increase to
the Cont�act Sum or Contract Time,
(l�) The Contractor shall perform the Work in accardance with #he Contract Documents and
submittals approved pursuant to Paragraph 3.12.
3.3 SC7PER'ViSr4N AND CONSTRUCTION PROC�D[JR�S
(a) The Contractor shall supeivise and d'u•ect the Work, using the Contxactor's best s�il] and
attention. The Contt•acto�• shall be solely responsible for and have control over construction
means, methods, techniques, sequences, and procedures and far cooz�dinating all poz�tions of the
Work, unless the Co�tt�act pocuments set fot•th specific instructions concerning these matters.
(b) The Contractoi• shall be responsible to the Owner for the acts and omissions of the Contractor's
emplo�ees, Subcontractors, Sub-subcont�actors, and their respective agents and employees, and
any other pea�sons pe�forming portions of tlxe Work uncier a subcontract with the Contractor or
with any Subcontractor, and all othec persons or entities for which the Contractor is legally
responsible. All labor shall be performed by mechanics that are trained and skilled in thei�•
respective trades. StandArds of work requirecl tluoughout shall be of a quality that �vill bring only
first class results. Mechanics whose wark is unsltisfactoiy, or who are considered careless,
incompetent, unskilled, or othertivise abjectionable shall be dismissed promptly from the Woz•k
and itnmediately replaced with competent, skiiled personnel. Any �art of the Work adversely
affected by tke aets or. omissaons of incompetent, un'skilled, ca��eless, or objectionable pe�•sonnel
shall be immediately corrected by the Contractor.
(c) The Contractor shall not be re�ieved of its obligation to perfo�xn the Work in accordanee with the
Contract Dociiments either by activities or duties of the ArchitectfEngineer in the
A.cchitect/Engineer's administra#ion of the Contract, or by tests, inspections, or approvals
requiced or pei�formed by persons ather than the Contractor.
(d) The Canfi�actor shall be responsible for inspection o�poations of Work already pei�£ox•med under
this Contract to determine that such portions are in proper condition to receive suhsequent Wark.
The Cont��actor's responsibility under this paragraph will not in any way eliminate tlie
A.rchitect/Engineer's responsibility to the Owner under the Azchitectl�ngineer/Owner
� Agreement.
(e) Any Cant�•actor, Subconhactor, SUb-5l1bCOIltl�actor, or separate contractor who eommences Work
ovez•, in, or under any surface prepared b� the Owner or by any other contractor, subcontractor,
sub-subcont�actor or separate contractor �vithout the Contractor having gi�ven �nitten notice to
the Architect/Engineer of the existence af any faulry surface or condition in the surface that
pxevents achieving the c�uality ofwozkmanship specified by the Cont�•act Documents and r�ithout
having obtained the prior appa•oval of the Architect/Engineer and the Owner to proceed is
deemed to have accepted the surface or conditian in the su��face as satisfactory at the
eommeneement of such Work. Any unsatisfactoxy Work subsequently resulting fiom suck� a
faulty surface or condition in the surface that was not pre-approved by the Architect/Engineer or
the Owner after notice as provided above may be rejected and xeplacem:ent required, without any
increase to the Contract Surn or Contract Time.
(fl Ali grades, lines, levels, and benchmarks shall be established and maintained on an ongoing
basis by the Contractor. The Contractor is solely responsible for any eiz•ors made in establishing
or maintaining proper grades, lines, lerrels, or benci�marks. Eac� Contractor for his own Work
shall verify all grades, lines, levels, and dimensions as indicated on DrAtivings. He shali report
any ezxoxs, omissions, conflicts, or inconsistencies to Arehiteet/Engineer be%te commencing any
Work affected by these contiiiions. Contractor shall establish axzd safeguard benchmarks in at
least�two widely separated places and, as Work progresses, establish benchmarks a,t each level
and lay oiit partitions on rough floar in exact locations as guides ta all trades. The. Contractor
shall, from the pei�nanent benchmark provided by the Ownez, establish and maintain adequate
horizontal and vei�ical contcol.
3,4 LABO�2 AND MATERIALS
(a) Except as is otherwise specifically provided in the Contract Documents as being the
responsibility of the Owner, the Contractor shall provide and pay for labor, tnaterials, equipment,
tools, canstruction equipment and machinery, water, heat, utilities, transportation, and othex
facilities and sei•vices necessary for proper execution and completian of the Work, whether
temporary or permanent and whether or not incorporated ox• to be incorporated in the Work.
{b) The Contractox• shall enforce strict discipline and good order among the Conri•actor's employees
and other persons ca��rying out the Cont�•act. The Cont�actor shall not permit empla�+ment of uniit
persons ar persons not skilled in tasks assigned to them,
(c) The Cantractor shall give preference, when c�uali�ed labor is available to perfoirn the VVork to
which the employment ze�ates, to all labor hired for #he Project in the following order:
(1) to bona fide residents af the City of Denton, Tesas;
(2} to bona fide residents of the County of Denton, Texas;
{3) to bona fide residents of the State of Texas;
(4) to bona fide residents of the United States.
3.5 WARRANTY
(a} G�eneral Wan�anty. The Contracto�• �varrants to the Owner that all VVork shal� be accomplished in
a good and workmanlike manner and that all materi�ls �nd eqiupment furnished unde�• the
Contract will be of good qualiiy, new (unless otheitivise specifi�d), and free fi�om faults or
defects, and that the VVork will otherwzse conform to t1�e Cantract Docutnents, Work not
confoiming to these requirements, including substitutions not properly approved and authoi7zed,
will be considered defective or noncanfornvng, The Contractar's warranty excludes any �•emedy
for damage or defect caused by abuse, modiiications not execu#ed by the Contractor, improper or
insaf�cient maintenance, improper operation, or normal wea�• and tear under noiYnal usage. If
required by the A�•chitectlEz�gineet•, the Contractor shall furnish satisfactory evidence as to #he
kind and quality of materiats and equipment, The commencement date, dura#ion, and othe�•
conditions related to the scope of this general warranty are established in Subparagraphs 9.9 (a)
and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS
� SUBPARAGRaPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAiM ANY
OTHER WARR.ANTY OR REMEDY REQUIRED Olt PROVIDED BY LAW OR. T�
CONTRACT DOCUMENTS AND SUCH WAR.RANTY SHALL REQUIRE THE
CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE-EXECUTE
DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR
WITHIN .A, PERI4D OF ONE (1) YEAR AFTER SUBSTANTIAL COMPLETION OF THE
ENTIRE WORK OR, IF A LATENT DE�ECT, WITI-ILN ONE (l) XE.A.R A,FTER
DISCOVERY BY THE QWNER OF THE LATENT DEFECT.
(b) Special Warranties. The Contractor shall assign to the Owner in tivriting, as a condition preeedent
to iinal payment, tlie terms and conditions of all�special wa��ranties required under the Contract
Dactunents.
3.6 TAXES
The O�vner qualiiies for exemption from state and local sales and use taxes, pursuant to the
px'ovisxons of Section ] 51.309 of the Texas Tax Cade, as amended. T�terefore, t�e Owner shall not
be liable for, or pay the Contractoi�'s cost of, such sales and use taxes which would otherwise be
payable in connection with the plu�chase of tangible personal propei�ty fuiroished and incotporated
into the real property being improved under the Coxttt•act Docurz�ents or the purchase of materials,
supplies and other tangible personal properry, other than machinery or equipment and its accessories
and repair and replacement parts, necessaiy and essential fox• per�oxa�ance of the Contract which is to
be completely consumed at the job site. The Cont�•actor shall issue an exemption cei�tificate in lieu of
the �x on such purchases,
3.7 PERMITS, FEES AND NOTICES
(a) The Architect/Engineer will apply and a�x�ange �o�• the issuance of the City of Denton Building
Pei�nit. The Contractor and Subcontractors will apply and ai7�ange for the issuance of all other
required pea•m�ts, and will not be required to pay a fee f�r any City of Denton pex•nnits a•eqilired
for the Project. The Otivner will pxy all seivice extenszon cha�•ges, including tap fees, assess�d by
the Water Utilities Depai�tment.
(b) Tl�e Cont��actor shall compl� with and give notices required by laws, ordinances, rules,
regulations, and lawful orders of governmental entities or agencias applying io performance of
the Work,
{c) Except as pyovided in Subparagraph (d) below, it is not the Cont�actor's responsibilify to
ascertain that the Contraci Documents are in accordance with applicable laws, ordinances,
construction codes, and rules and xegulations, Howe�ver, if the Contractor observes that poi�iions
of the Contract Documents are at vai•iance wi#h applieable 1aws, ox•dinances, construction codes,
rutes o�� xegulations, the Contractor shall promptly notify the Architect/Engineer and the Owner
in writing, and necessary ehanges shall be accomplished by appropriate Amendment.
(d) If the Cant�'actor perfot�rns Wo�•k knowing it to be contrary to laws, oidinances, constiuction
codes, or iules and zegulations without notifying the Architect/Engineer and the Owner, the
Cozatractor shall assume full responsibility for #he Work and shall bear tha attributable costs of
the correction af ihe Work and any other Work in place that may be adversely affected by the
coi7ective �vork.
3.8 ALLOWANC�S
(a) The Contractor shall include in the Contract Sum all aliowances stated in the Contract �
Documents. Items covered by allowances shall be supplied for the amounts identified in the
Contract and by pex•sons or entities as the ��vnei may duect, but the Cont�•actor shall not be
�equired to employ p�rsons or entities against which the Contractor makes reasonable objection.
{b} Unless othei�vise provided in the Contract Documents:
(1) materials and equipment.under an allowance s1na11 be selected promptiy by the Owner to
a�void c�elay in the Work;
(2) the amount of each allowance shall cover the cost to the Conh•actox• of materials and
equipment delivered at the site less all exerr►pted taxes and applicable hade discounts;
(3) the annount of each allowance inaludes the Contractor's costs for unloading ar�d handling at
the site, labor, installa#ion costs, overhead, profit, and other expenses contemplated for stated
allowance Wo�k;
(4) whenever casts are more than or less than allowances, the Contract Stun shall be adjusted
accox�dir�gly by Change Order, The amount of the Change Order sha11 reflect:
(i) the di££erence between actual costs �nd the allowances unde�• Clause (b) (2); and
(ii) changes in Contractor's costs unde�• Clanse (b) (3);
(5) the Ownex z•etains the right to review and a�prove SubcontrACtors selected hy the Contractor
to perf'orm �vork activities covered by allowances.
3.9 SUPERiNTENDENT
The Contractor shall emptay a competent superintendent and necessary assistants who s1�a11 be in
attendance at the Project site during pei�formance of the Work. The superintendent shal� x•epa esent the
Contractox•, and com.munications given to the supei7ntendent shall be as binding as if given to the
Contractar. Important comznunications shall be confia•med in writing. 4ther communications shall be
sinul�trly confirmed on writtan request in each case. Tha �wner reserves the �ight to request that the
Contractor z•eplace its superiniendent at any time and the Contraetor will ieplace said superintenden#
at the Owner's direction.
3.10 CONTRACTOR'� COPISTRUCTI�N SCH�DULES
(a) The Contractor shall, immediately after a�vard of the Contract and before submittal a� tk�e £'irst
Application for Payment, prepare and submit the construction schedule for the
Architect/Engineer's and Ownex's i�nformafion, review, and approval in accordance rvith the
following provisions:
(l.) Unless otherwise approved in writing by the Owner, the consfruction schedule shall not
ea�ceed the Contract Time limits currently in effect under the Cantraet Docurnents and shall
provide for expeditious and p�•acticable execution of the �Vork.
(2) The const�uctzon schedule shall inclut�e all shop drawing and submittal data requirements,
indicating for each:
(i) the latest date to be submitted by the Contractor; and
(ii) the latest date for approval by the Architect/Engineer.
(3) The construction schedule sl�all be in the fortn of a critical path management schedule, and
shall i.nclicate eaeh critical task (the "�redecessor") of alI the major eonstruction activities of
the Work in a logical and saquential order (the "project network") which reqtiu•es completion
prior to commencement of the task next following {the "successor"). Each task shall be
identi�ed with:
(i) actual �vork time, exclusive of slack time, for accomplishment;
(ii) the Iatest start date;
(iii) the latest iinish date;
(iv) the amount of float associated with each task;
(v) the amount of labor, matexial, and equipment associated with each task; and
(vi) the percentage of completion as of the date of the cui�rent schedule.
(4) The construction schedule shall be revised�and updated monthly to reflect the actual status of
the Work and shaIl be submitted with each Application for Payment.
(5} On oi� before the first day a� each month, following the date of commenceraent of the Wot�k
as stated in the not�ce to proceed, the Contractor shall p��epare and subnut to the
ArchitectlEngineer and the Owiier aii up-to-date status repoi�t of the progress of the va�ious
const�uction phases of the Wa�•k in the form uf an updated consiruction schedule. This status
report shall consist of a time scale dr�twing indicating actual progress of the various phases of
the Work and the percentage af com�letion of #he entire Vi�ork. The original const�uction
schedule shall be updated ox• changed to indicate any adji�stments to the Contract Time
gianted by the Owner. The updated schedule rnust be subnaitted with the Contractor's
Application for Payme�t. No application will be certiiied without a satisfacto��y update ta the
constiuction schedule.
{6) The construction schedule will also be xevzsed to shor�v the effect of change orders and other
events on Contract Ti.me. No request for an increase in Contraet Time will be cansidered
unless it is accompanied by a sck�edule revision demonstrating the amount of tizne related to
the cat�se of the request. If the Cont�actor's status schedules reflect that the Contractar has
fallen behind the pace requi�ed to complete the Work within the Cant�•aci Time, through no
fault of the Owner, the Contr�tctor shall px•epare a recovery schedule demonsh�ating how it
intends to bring its progress back within the Contract Time. This recavery scbedule shall be
in a form acceptable to the Owner.
(7) Costs in.curred by tha Contractor in preparing and maintaining the required consnuction
schedule, any updated schedule, and any recovery schedule rec�uired by the Owner wil[ not
be paid as an additianal or extca cost and shall be included in the Contract Sutn.
(S) The Contract Sum is deemed to be based upon a constKUCtion schedule requuing the full
Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE
ALLOWED AS A RESUL'�' O� THE CONTRACTOR BASING HIS BID ON AN EARLY
COtiIPLETION SCH�DULE, OR AS A 12�SUr,T OF DELAYS AND COSTS
AT`�'R�UTABLE TO COMPLETIQN LATER THAN THE PLANNED EARL'Y�
COIViPLETION DATE.
(h) The Confiactor sh.a11 also prepare and keep current, �or the Architeet/Engineer's approval,
a schedule of submittals �vhich is coordinated with the Contractor's construction schedule
and allows the Architect/Engineer reasonable time to review submittals,
(c) The Conti•actor shall conform to the most recent schedules app�oved as to form by the
Architect/Engineer and the Owner, Any subsequent revisions made by the Con�ractor to
schedules in effect shall confoxm to the pz•ovisions of Subpar�graph 3.10(a)
(d) Tf the Work falls behind the appro�ved constructian schedule, the Contracior shall take
such st�ps as may be necessaiy to im�prove his progress, and the Architect/Engineer an.d
the Owner may �•equix•e hicn to increase the number of shifts, overtime operations, days of
work, or the amount of construction plant, and to subnait for approval zevised schedules
in the %rm required above in order to demonstrate the manner in which the agreed rate of •
progress will be z�egained, all without additional cost to the Ovv�n:ez•.
3.1,1. DOCUMENTS AND SAMPL�S AT THE PROJECT SITE
The Contractoa• shall maintain at the Projec# site foi� the Owner one record copy of the Drawings,
Specif cations, addenda, and Amez�dznents in good order and marked currently to record changes
and selections rnade during construction, and in Addition shall maintain at the Project site appxoved
Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to
the A�•chitect/Engineer and shaIl he delivered to the ArchitectlEngineer for submittal to #he Ownet�
upon completion of th� Work,
3,12 SHOP DRAWINGS, PRODUCT DATA AND SAMPL�S
(a) Shap Drawings are drawings, diagrams, schedules, and other data specially prepared for the
Work by the Contz•actor or a Subcontractor, Sub-subcant�actor, manu�acturex•, supplier, or
distributor to illustrate some portion of the Work, '
(b} Prodiict Data are illustrations, standard schedules, performance chai�ts, instiuctions, brochures,
diagrams, and othe� �nfo�naatxon furnished by the Contractor to illustrate materials ar ecJliipxnent
for some portion of the W,ork.
(c) Samples are physical examples wliich illustrate materials, equipnnent, or workmanship and
establish standards by which the Wox�k wxl� be j�dged.
(d) Shop Drawings, Product Data, Sarnples, and similar submittals nre not Contract Documents. The
purpose of thei:r subrrxittal is to demonstrate for those portions of the Woxk fox� which submittals
are requued the way the Contractor proposes to confoxm to the info��mation given and the design
concept e,rpressed in the Contract Documents. Review by the Architect/Engineer is subj ect to the
limitations of Paragraph 4.2.
(e) The Conh�actor sl�all. review, approve and s�ibmit to the Architect/Engineer Shop Drawings,
�'t•oduct Data, Samples, and similar submittals required by the Cox�t�act Docunnents with
reasonable prompfness and in such sequence as to cause no delay in the Work or in the activities
of the Qwner ox� of separate contracto�•s. Subznittals made by the Contractor which are not
required by tlae Cvntz•act Aocuments may be returned without action.
(� The Contractor shal! perform no portion of the Work requiring submittal and review of Shop
Drawings, Product Data, Samples, or similax• submittals until the respective submittal has been
approved by the Architect/Enginee�. Wot�k �equiring this submittal and review shall be in
acco�•dance with approved submittals and any identified exceptions noted by the
Aa�chitect/Engineer.
(g) By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the
Cantrnctor represents that the Conta�acto�• has determined and verified materials, field
measurements, and related �eld construction criteria, or will do so, and has checked and
coo;•dinated the information contained �vithin submittals with the z•equirements oi the Work and
of the Contract Documents. The Conhactor's attention is directec3 to Paragrapla 3.2 of these
General Conditions and the requirements stated in that Faragraph.
(h) The Gontractox• shall not be relieved of responsibility for deviations, substitutions, changes,
addi#ions, deletions or omissions from requuements of the Contract Documents by the
Architect/Engineer's approval of Shop Drawings, Px�oduct Data, Samples, or similar submittals
unless the Conhactox� has specificaliy infoirned the •ArchitectlEngineer in tivriting of sueh
substitutions, changes, additions, deleiions, omissions, or deviations involved in the submittal at
the time of submittal and the Architect/Engineer, subject to a fox•mal Change Order signed by the
Owner, Architect/Engineer and Contractor, has given written approval to the specific
substitutions, changes, additions, deletions, omissions, or deviatians. The Contractoc shall not be
relieved of responsibiiity for er�ors or omissions in Shop Dcawings, Product Data, Samples, or
similar submittals by the Architect/Engineer's appraval thereof. Fui�ther, notwithstanding any
approval of a submittal by the Architect/Engineer, the Contractox shall be responsible for all
associated Project costs, ir�cluding costs of coordinaiion's, modifications, or impacts, duect or
i�ndirect, resulting from any and all substitutions, changes, additions, deletions, oznissions, or
deviations, whether or not specifically identified by the Contractor to the Architect/Engineer at
the time of the above-mentioned submzttals, ii�cluding additional consulting fees, if any, in any
and all accommodations associated �vith such substitutions, changes, additio�ns, deletions,
omissions, or deviations to the requuements of the Contract Documents.
-(i) The Contractor shall direct specific attention, in �vriting or on resubmitted Shop Dx•awings,
Px•oduct Data, Samples, or similar suhmittals, to additional revisions otner than those requested
by the Architect/Engineer an previous submittals. �n the absence of such written notice, the
Architect/Engineer's approval of a resubmission shall not apply to the additionai �•evisior�s �ot
requested.
(j) Informational submittais upon which the Architect/Engineer is not expected to take responsive
action may be so identified in the Contract Documents.
{k) When professional cex�ti�cation of perfoirnance ci•itei7a of materials, systenns, or equipment is
rec�uired by tlie Contract Documents, the Architect/Engineer shall be entitled to rely upon the
accur�ey Rnd completeness of such calc�ilations and eei�tifications.
3,13 US� OF THE PROr�CT SIT�
The Contractor sliall confine oparations at the P�•oject site to areas permitted by law, ordinances,
permits, and th� Contract Doct�ments and shall not unreasonably encumber the 1'roject site with
materi�ls or equipment.
3.14 CUTTYNG AND PATCHING
(a) The Contractor shall be respQnsible for cutting, fitting or patching required to complete the
Work or to make its pa��ts iit together properly.
(b) The Cont�•acto� shall not damage or endanger a po��tio�a of t�e Work or any fully or partially
completed const�•uction of the Owner or separate contractors by cutting, patching, or otheitivise
altering the conshuction, or by excavating. The Contractor shall not cut ar otherwise alte�• the
construction by the �wnet or a separate contractar except �vith the w�ritten consent of the
Owner and of the separate conhactor; consent shall not be unreasonably withheld. The
Contractor shall not unreasonably withhold fi�om the Owner or a separate contractor the
Contractor's consent to cutting or other4vise altering the Work.
(c) A Hot Work Pe�•mit rr�ust be obtained fiom the City of Denton's Facilities Management
Deparimsnt, 869 S. Woodrow Lane, Denton, Tesas (940 349-7200) for any temporary
opexation involving open flames ox p�•oducing heat ancUor sparks, This includes, but is x�ot
liniited to; Brazing, Cutting, Grinding, Soldering, Torch Applied Roofing and Welding.
3.15 CL�ANING UP
(a) The Contractor shall keep the Ptoject site and surrounc€ing area fl•ee from accumuiation of
waste rnaterials ox zubbish caused by operations under the Contract. Upor� the completion of
the Work the Contractor sha11 remove from and about the Pi•oject site all r�vaste materials, and
rubbish, and all of the Contractor's tools, consiruction equipment, machinery, and snrplus
materials.
(b} If the Coni�act�r fails to clean up as provided in the Contract Documents, the Owr�e�� m�ay c�ean
up and the Owner's cost of cleaning up shall be charged to the Contractar.
3.16 ACCESS TO WORK
The Contractor shall provide the Owner and the AxchitectlEngineer access to the Work in
pieparaiion and progress wherever located during the course of construction.
3.17 T�STS AND XNSPECTIONS
{a) Tests, inspections, and approvals of po��tions of the Work;•equit•ed by the Cont�•act Documents or
by laws, ordinances, rules, regulations, or orders of governm�ntal entities or agencies having
jurisdiction over the i�loi�k shall be made at apprapriate tunes. �inless otherwise pi•ovided, the
Contractor shall make arranger�ients for sueh tests, inspections, and approvals with an
indepenc�ent testing laboratory or entity acceptable to the Owner or with the appropriate
govei�unental entity or agency, and the Contractox shall bear all related costs of tests,
inspections, and app�•ovals. '�'he Conta�actor shall give the Architect/Engineex timely t�otice of
vvhen and �r+h�re tests and inspections are to be made so�tlie Architect/Engineer may observe
such procediues. The Owner shall bear costs of tests, inspections, or approvals which become
rec�uirements after bids oz• p��oposals are zeceived.
(b) If the Architect/Engineer, the Ovsrner or other public authorities having jurisdiction over the
Work determine that poYrtians of ihe Work require additional testing, inspection or approval not
included under Subparagraplx 3.17(a), the Axchitect/Engineea wil�, upon wa•itten authorization
from the Owner, instruct the Cont��actor to make arrangements for such additional testing,
inspectian or approval by an entity acceptable to the Owner, and the Connactor shall girre tixnely
notice ta the Architect/Engineer of wlien and where tests and inspections a�•e ta be n�ade so that
the A.rchitect/Engineer may obseive such procedures, The Owner shall bear such costs exeept as
provided in Subparagraph 3.l 7(c).
(c) 7f procedures for testing, inspection, or approval under Subpartt�aphs 3.17(�) and 3.17(b) reveal
deficiencies or noncanfarrnities in the Work, the Contractoi shall bear all costs made necessary
to correet the deiiciencies or noncan�ox•m�ties, including those of repeated procedures and
compensation for the Architect/Engineer's services and expenses, if an�. The Contractor shall
bear the costs of any subsequent testing, inspection, or approval of the co��ected Work.
(d} Requu�ed certif cates of testing, inspection or approval shall, unless otherwise rec�uii•ed by the
Cant�act Documenis, be secured by the Contractor and promptly delivered to the
Architect/Engineer.
{e) If the ArchitectJEngineer is to obse�ve tests, i�spections or approvals required by the Contz•act
Dociunents, the Architact/Engineer will do so promptly and, w+here practicabie, at the nortrzal
place of testing or inspection.
( fl Tests or inspections conducted pursuant to the Contract Documents shall be rmade px•or►aptly to
avoid unreasonable delay in the Work.
3.1$ RQYALTIES AND PAT�NTS
The Contractor shall pay alI royalties and license fees. CONTRACTOR SHALL COMPLETELY
DEFEI�D, TNI7EMNI�'Y AND HOLD OWNER AND t1RCHITECT/ENG7NEER HARMLESS
FROM ANY AND ALL SUITS OR CLAIMS FOR �1�RINGEMENT OF PATENT RTGHTS,
REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ARCHITECT/ENGINEER
SPECIFIED A PARTTCULAR DE5IGN, PROCESS �R PRODUCT IN THE CQNTRACT
DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT IN�RINGEMENT ��Z
OTHERWISE ACTIVELY INDCJCED OR CONTRIBUTED Tp THE INFRINGEMENT. In the
event the Cor�t�aeta�• has ��eason to believe that a pat�ticular desigrx, process or pxoduct specifiec�
infringes a patent, the Contractoi� shall immediately natify the Owner and the Architect/Engineer
o� sanne. ,
3,19 INDEMNIFICATION
(a) THE CONTRACTOR AGrREES T� DEFEND,INDEMNTFY AND HOLD THE OWNER, ITS
OFFICERS, AGENTS AND EMPLOYEES, AND THE ARCHITECT/ENGINEER,
�iARMLESS A.G.4INST ANY AND ALL CLAIMS, �.AWSUITS, JUDGMENTS, FINES,
�ENALTIES, CO5TS AND EXPENSES FOR PERSONAL IIVJ�R'Y (INCLUDING pEATH),
PROPERTY DAMAGE OR OTT�R HARM �R VI�LATIONS FOR WHICH RECOVERY
OF DAMAGES, F1NES, OR PENALTIES IS SOUGHT, SUI;FERED BY ANY PERSON OR
PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTR.A.CTOR'S
BREACH OF ANY OF T�iE TERMS �R PROVISIONS OF THIS C�NTRACT,
VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY 1VEGLIGENT,
1NTENTTONAL, pR S'�'RICTLY LIABLE ACT OR ��SSION OF THE CONTRACTOR,
ITS OFFICERS, AGENTS, EMPT,O'YEES, SUBCONTRACTORS, OR SUB-
SUBCONTRACTORS AND THEIR RESPECTiVE OFFICERS, AGENTS, OR
REPRESENTATrVES, OR ANY OTHER PERSON'S OR ENTITIES FOR WHICH THE
CONTRACTOR TS LEGALLY RESPONSiBLE IN THE PERFORMANCE OF THIS
CONTRACT; EXCEPT THAT THE 1NDEib1NITY PROVIDED FOR IN THIS PARA.GR.A.PH
SHALL NOT APPLY TO ANY LIABILITY RESULTING F1tOM T'HE SOLE NEGLIGENCE
OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPt�RATE
CONTRACT4RS, OR �F `I'HE ARCHITECT/ENGINEER, .A.NJa 1N THE EVENT OF J�INT
A�TD CONCURRENT NEGLIGENC� 4R FAULT OF THE CONTRACTOR, T�IE O WI�TER,
AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND TNDEMNITY, IF ANY,
SHALL BE APP4RTYONED IN ACCORDANCE WITH TXIE LAW 4F THE STATE OF
TEXAS, WITHQUT, HOWEVER, WAIVING ANY GOVERNI�IENTAL IMMUNITY
AV.�ITLABLE TO "� �WNER UNDER TEXAS LAW AND WITHOtJT WANING ANY
DEFENSES OF THE PARTTES UNDER TEXAS LAW. THE PROVTSIONS OF THIS
PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND �RE
NOT TNTENDED TO CREATE OR GRANT ANY TtIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTI�R PERSON OR ENTITY.
(b) In claims against any person ox• entity indemnified under this Paragraph 3.19 by an employee of
th� Contractor, a Subcontractor, anyone du•ectly oi� indirectly ernployed by them or anyoiie for
whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 sl�al� �not
be linnited by a limitation on amount or type of damages, compensation or benefits payable by or
for the Conhactor or a Subcon#ractor under. workers compensation acts, disabilit� benefit acts or
other employee benef # acts.
(c) Indemmification under this Paragraph 3.19 shall include, but is not limited to, liability which
could result to or be created for the Owner, its officers, agents, or employees, oi the
ArchitectlEngineer pursuant to State or Fedezal laws or regulations relating to pollution of the
environment and State or �'edera3laws or regulations relating ta the occupational saf�ty and
health of woxkex�s. The Contractor specifical�y agrees to coznply with the abave-mentioned laws
and regulations in the pei�formance of the Work by the Contractor and that the obligations of the
Owner, its officers, agents, and emplo�ees, and the Ai•chitect/Engineer under the above-
mention.ed laws and regulations are secondary to ihose of the Contractor.
ARTICLE 4 CONTRACT ADMINISTRATION
4.1 THE DESIGN PROFES5IONAL (ARCHiT�CT/ENG�NEER)
(a) The design p�•ofessional is the person lawfully licensed to practice architecture or engineering or
a fitm or other business entity lavvfulIy practicing architecture/engineering identified as such in
the formal Building Constiuction Services Agieement and is refe�yed to tl�roughout the Contract
Documents as if singular in niimber. The teim "ArchitectlEngineer" means the
Architect/Engineer or the Architect/Engineer's authorized representative, The Owner may, at its
option, designate a qualifed Owner representative to serve as #he Architect/Engineer on the
Project insteaci of an outside fum or person, In such event, the references in these Gene�•al
Cond.itions that refer to the Archi#ect/Enginee�• shall apply to the Owner-designated
A��chitectlEngineer ��epresentative and the Or�vner-designated Architect/Engineer representative
shall be accorded that same status by the Contra,ctor.
(b) In the event the Architect/Enginee�• is an outside �erson or Frm and the Arclutect/Engineer's
employmez�t is teemix�ated, the Owner may, at its optiQn, contract with a new outside
ArchitectlEngineer to replace the former, or may designate a qualified Own�ex z•epresentative to
serve as the Architect/Engineer, The replaeement Architect/Engineer, whethe�• an Orvner
representative, an independent Architect/Engineer or any other qualified person or entity, shall
be regarded as tl�e Axchitect/Enginee� for all purposes unc�er the Contract Documents and shall
be accox•ded that same status by the Cont�actor. Any disputa in eonnection with such
appointment shall be reviewed and settled by the Owner, whose decision shalI be final and
binding,
(c) Ownex• reserves the right to appoint a representative en�powered ta act for the Owner during the
Construction Phase aud to supersede the Architect/Engineer's Construction Phase xesponsibility.
Owner shall notify the ArchitectlEngineer and Contractoz• in rnniting at least lfl days in advance,
if electing to appoint a representative e�npotivered to act for the Owner during the Const�uction
Phase. Simila�•ly, from time to time the Owner may expand or reduce t�ie Owner's delegation of
po�vers ta the Architeet/Engineer, with the Owner notifying the Coj�tractor of a�xy such changes,
The Architect/Engineer shall nat be conshued as a third paz-ty beneficiat•y to the Contract and can
in no way object to any expansion or reduction of powers as sei forth in this Subparagraph (c). In
no event, hawever, s�all the �wner have control o�er charge of, or be responsible for,
construction means, methods, techniques, sequences, or procedures, or for sa%ty precautions ar
programs in connection with tlie Work since these are solely the Conhactor's responsibility. The
Owner wi11 not be responsible for the Conhactox's �ailure to carry out the Work in accordance
with the Cantract Documents. The Owner will not have control over or eharge of and will not be
responsible for acts or onussions af Coni��actar, Subcontractars, or tlzeir agents or employees, or
of any other persons perfo�7ning portians of the Wock.
4,2 ARCHITECT/ENGINE�R'S RESPONSIBILITIES DURING CONSTRUCTION
(a) The Architect/Engzzaeer will administe�• the Contract as described in the Contract Documents and
in accordance with the terms of the ArchitectlEngineer's agreeznent'wit� tl�e Owner, where
applicahle, subj ect to the direction and approval of the Owner. If requested by the Contractor, the
pt�ovisions of the Owner/ArahitectlEngineer Agreement will be m�de available to the Connactor.
(b) The Architect/Engineer shall provide, during performance of the Work, adequate and competent
p�riodic on-site construction obse��vation, periodically visiting the Project site to the e;�tent
necessary to personally familiaz7ze themsel�es with the progress and quality of the Work, and to
detarmine if'the Work is proceeding in accordance r�vith the Contract Documents. The
Architect/Engineer shall not, however, be requued to make contimious on-site inspections to
check the Wo��k. Field reports of each visit shall be prepared by the Architect/Engineer and
submitted to the �wner. The Architect/Engineer shall employ all reasonable m.easures to
safeguard the Owner Against defects and noncon�ormities in the Work. The ArchitectlEngineer
shall not be responsihle for the construction means, methods, techniques, sequences of
procedtires, nor for the safety precautions and programs employed in connection �vith the Work.
The Architect/Engineer will, however, immediately info�m the Owner whenever defects or
nonconformities in the Work are observed, or when any obsez�ved actions o�• omissions aY•e
undei�taken by the Contractor or any Subcontractor which are not in the best interests of the
Owner or the Project,
(c) The A�•chitect/Engineer and the Owner will not have control over or eharge of and will not be
responsible for constrttction means, methods, techniques, sequences, or pracedures, or for safety
precai�tians and programs in connection with the Work, since these are solely the Cantractor's
responsibiiity as provided in P�agraph �.3. The Ai.•chitect/Engineer and the Owner will not be
responsible far the Contz•acto�'s failut�e to cai7�y out the Wo�k in acco�•dar�ce with tl�e Contract
Documents. The Architect/Engineer and the Owner will not have control over or cha�•ge of and
will no# be responsible for acts or omissions of the Cont�actor, Subcontractors, Sub-
subcantractnrs, or #heu respective agents or employees, or of any other persons pei�foitining
portions of the Wo�•k for which the Cont�•acto�• is respansible,
(d} E.�cept as otherwise provided in the Cont�act Documents or when duect communications have
been specially authorized, the Owner and Contracto3 shall endeavor to communicate through the
Archiiect/Engineer. Communications by and with the Architect/Engineer's consultants shall l�e
through the Architect/Engineer. Comtnunications by and with Subcontraetors and material
suppliers shall be tluough the Contractor. Communications by and with separate contractors �vill
be through the Orvner. The Coniractor shall provide written confnYnation of communications
made directly rvith the Owner and provide copies of such canfitznatxon to the Architect/Engineer.
(e) Based on the Architect/Engineer's observations and evaluations of the Conhactor's Applications
for payinent, the ArchitectlEngineer wi21 review �nd certify the atnounts due the Contractar and
will issue Ce�•tificates for Payment in silch amounts,
( fl The ArchitectlEngineer and the �wner tivill each have authority to reject Work which does not
conform to the Coni�act Documents. Whenever the Architect/Engineer considers it necessary or
advisable for implementation of the intent of the Contract Documents, the ArchitectlEngineer
wiil have authority to a•equire additional inspection or testing of the Work in accordance with
Subparagraphs 3.17(b) and 3.17(c), whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Architec#/Engineer nor a decision made in
good faith either to exercise or not to ese��cise sucla autho��ity shall give rise to any duty or-
responsibility of the Architect/Enginee�• to the Cont�actor, Subcontractors, material and
equiprnent suppliers, their agents or employees, or other persons perfoirning poi�tions of the
Work.
{g) The A.rchitect/Engineer will �eview and app�ove ox take o#her appa•opxiate action upon the
Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the
limited purpose of checking for confoirnance with info��nation given and the design concept
e:cpressed in the Contract Documents. The ArchitectlEngineer's action will be taken with such
reasonable prompMess as to not delay the Work or the activities of the Ownea, Contractor, or
separate contractors. Review of such submittals is not conducted for the purpose of determining
the accuracy and completeness of ather details such as dimensions and quantities, or for
substantiating instructions for installation o�• pe�•foannance of equipment or systems, all of which
remain the respansibility of the Contractor as required by the Cont�•aet Documents, The
Architect/Engineer's review of the Contr�ctor's submittais shall not relieve the Contractor of any
obligatiorns under Paragraphs 3.3, 3.5, and 3.12. The Azchitect/Engineer's review shall not
cons�itute app�oval of safety precautions or, unless other�vise specifically stated in �vriting b� the
Aichitect/Engineer, of any constiliction means, me#hods, techniques, sequences, or procedures.
The ArchitectlEngineei•'s a�proval of a specific item shall not i�dicate approval of an assetnbly
of which the item is a camponent.
(h) The ArchitecdEngineer will prepare Change Orders and nnay authorize �ninor changes in the
Work as px•ovided in Pax•aga•aph 7.3.
{i) The �chitect/Engineer r�vill conduct inspections to detei�nine the date or dates of Substantial
Cvmpletion and the date of final completion, wi11 receive and foz�waxd to the Owner for the
Owner's review and records wxitten wa�7anties and related documents requi�•ed by ti�e Con#ract
aad assembled by the Contractor, and will issue a final Certificate for Payme�it upon compliance
with the requirements of the Contract Docunients.
(j) If the Owner and t�chitect/Engineec agree, the Architect/Engineer will p�ovide one or more
Pzoject representatives to assist in ca��rying out the .A�rchitect/Engineer's responsibilities at the
site. The duties, responsibilities, and limitations of authority of such Project representatives shall
be as set foi�th in an exhibit to be ineoiparated info the Contr�ct Documents,
(k) The Architect/Enginee�� will intex•pret and make recommenc�ations to the Owner concei•ning
performance under and requu•ements oithe Contract Documents upon written request of either
the Owner oi Contractor, The Architect/Engineer's response to such requests will be made v�rith
reasonable promptness and within any time limits agreed upon. The Ax•chitect/Engineer sha11
secure the Owner's written approval before issuing inst�•uctions, interpretations, o�• judgxnents to
the Contractor which change the scope of the Work or �vhich mociify or ehange the terms and
conditions of any of the Contract Documents. "
(1) Inter�retations and decisions of the Architect/�ngineer will be consistent �vith the intent of and
reasonably infeiable fi•om the Con#ract Documents and will be in vrniting or in the form of
Drawings. When making such interpretations and decisions, the �lrchitect/Engineer will
endeavor to seciue faithful perfoi�nance by the Contractor,
(m)The Architect/Engineer's decisions on matters relating to aes#hetic effect wili be final if
consistent with the intent expressed in the Connact Dacuments provided that the
Architect/Engineer has px•iox written appt•ova� o�tk�e Owner.
4.3 CLAIMS AND DISPUTES �
(a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a"Claim"
means a demand or assei�tion by one of the paxties to the Cont�act seeking an adjustment of the
terms of the Contract Dacuments, af the Co�ntract Sum, of the Coritract Time, or some other
relief in respect to the terms of the Contract Documents. The term also includes all other disputes
between the �wner and the Contractor arising out of or relating to the Project or the Contract
Documents, iacluding but not limited to claims that work was outside the scope of the Cantra�t
Documents. The responsibility to substantiate the Claim and the buz•den of demonstrating �
compliance with this provision shall rest with tlae party maicing the Claim. Except where
otherwise p�•ovxded in the Conhact Documents, a Claim by the Conhactor, whether for additionat
compensation, additional time, o�� othe�• relief, including but not limited to claitns a�7sing from
concealed conditions, MUST BE MADE BY WRITTEN N4TICE TO THE
ARCHITECT/ENG.INEER. AND THE OWNER WITHIN FOURTEEN (14) DAYS AFTER
OCCURRENCE OF TH� EVENT OR EVENTS GIVING RISE TO THE PARTICULAR
CLAIM. Eveiy Claim of the Contractor, �vhethec for additional campensation, additional titne, ar
other relief, including but not linuted to claims arising fi•om concealed conditions, shall be signed
and s�vorn to by an authorized cotporate ofFicer (if not a corporation, then an afficial of the
conr�pany authorized to bind the Contractox by his signaiure) af the Contractor, verifying the truth
and accuracy of the Claim. THE CONTRACTOR SHALL BE DEEMED TO HAVE �IAIVED
ANY CLAIM NOT MADE STRICTLY 7IV ACCORDANCE WITH THE PROCEDURE AND
TIN1E LIMITS SET OUT IN THIS PARAGRAPH.
(b) Refenal to the Architect/Engineer. Claims, disputes, and other matters in question betr�veen the
Contractor and the Owner rela#ing to the progress or execution of the Work or the interpretation
of the Contract Documents shali be referred to the Arclutect/Engineer for �•ecommendation to tha
4wnex, which recommendation the Architect/Engineer will fi�rnish in �vriting within a
reasonable time, provided proper and adequate substantiation has been received. Failure of the
Contractor to submit the Claim to the Arehitect/Engineer for rez�dex•ing of a recommendation ta
the Owner shall constitute a waiver of the Claim,
(c) Cont�n�uing Conhact Perfoi7nance. Pending final resolution of a claim the Contractor shall
proceed diligently with perfoi�rnance of the Work and the Owner shall continue to make
payments in accordance w�tk� the Conhact Documents.
(d) Claims foz• Concealed or Unknor�m Conditions. No adjustnae�nk in the Contract Sum or Tizne
associated with concealed or unknown conditions �avill normally be considered or allowed;
provided, however, that the Contract Sum or Time may be adjusted by the Owaer in such
circumstances only if
(1} a concealed subsurface condition is encoiintered in the course ofperfoi7nance ofthe Work;
(2) a concealec� or unknown condition in an existing structure is at vaa•iance with condiiions
indicated by the Contract Documents; oi
(3) an unkriown physical condition is encoumtet•ed below the sui�'ace of the ground or in an
existing struchire which is of an unusual nature and materially different fiam those ordinarily
encountered and generaily recognized as inherent in the character of the Work; and
(�} a notice of claim �vith proper an.d adequate substantiation is presented pursuant to
Subparagraph �.3(a) of these General Conditions; and
(5} the Owner and the Archztect/Engineer dete�rnine that:
(i} prioz• to submitting its bid for the Work, the Cont�•actor used reasonable diligence to fiilly
inspect the portion of the Project site where the condition was discovered; and
(ii) the work caused ar required b� the concealed or unknown co�ndition at issue ean be
considered extra work to the extent that addiiional new Drarvings must be prepat•ed and
issued and new construction be�ond the scope of the Contract Documents is required.
(e) Disclaimer of Waia•anties as to Reports, Drawings, and Speci�cations. PROJECT SITE
INFORMATION AND REl'ORTS (INCLUDiNG BUT NOT LIMiTED TO SOILS TESTiNG
REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONVIENTAL SITE ASSESSMENTS)
PROVIDED BY THE OWNER AND THE ARCHITECT/EI�GYNEER 1N THE PROJECT
MANUAL OR BY OTHER MEANS SHALI., BE UTILIZED BY THE CONTRACTOR AT
TF�E CONTRA.C'�'OR.'S OWN RISK. THE OWNER AND THE ARCHITECT/ENGINEER DO
NOT GUAR�NTEE OR WARTtANT ANY INFORMATION SHOWN IN THE PROrECT
S1TE INFORMATIQN AND REPORTS.
{� Clauns for Additional Cast. If the Conhactor wishes to make a claim for an increase in the
Contract Sum, vv�itten notice as pxovided in this Paragraph 4.3 shatl be given befox•e proceeding
to execute the Work. Prioz• notice is not required for claims relating to an emergency endangering
life or property arising under Paragraph 10.3. In ac�dition, the Canh•actor's request for an increase
in the Conhact Stun for any reason (other than work pea�folmed under emergency condxtions)
shall be made far enough in advance oi �eqiiired work to allow the Owner and the
ArchitectlEngir�eer a si�fficient atnount of time, without adversely affecting the construction
schedule, to review the request, prepare and distribute such additional documents as may be
necessary to obtain suitable estimates or proposals and to negotiate, execute and dist�7bute a
Cha,nge Order for the. requixed work if the Conh•actor believes that additional cost is ir�volved for
reasons including but not limited to: �
(1) a�vritten interpretation from the Architect/Engineer;
(2) a wi7tten order for a minor c�aange in the Wo�•k issued by tlae Architect/Engineer;
(3) failure of payment b� the O�vner;
{4) texmination of the Contract by the Ownea•;
{5) the O��vner's temporary suspension of ail or any poi�tion of the Work where the Cont�actor
was nat at fault; or
{6) other reasonable grounds.
(g} Tnjury or Darnage to Person or 1'roperty. If the Contractor su£fers injury or damages to person or
px�operty because of an act or ouiiss'ion of the Owner, or of any of the Owner's off'icers,
employees at• agez�ts, written, sworn-to notice of any claim for damages or injury shall be given
as provideci in Subparagraph 4.3(a}. The notice shall provide sufficient detail to enable the
Aichitect/Engineer and the Owner to investigate the matte�•. �
(h) Subcantractor Pass-Through Claims. In the event that any Subcont�actor of the Cantractar
asserts a clain� to the Contractor that the Contractor seeks to pass thx•augh to the Ovvniex under the
Contract Documents, any entitlement of the Contractor to submit and assert the claim against the
Otivner shall be subject to: _
(1} the requirements of Paragraph 4,3 of these General Conditions; and
(2) the %llowing additional three requirements listed below, all three of wluch additional
requirenients shall be conditions precedent to the entitlement o£ the Cantractor to seek and
assez•t such claim against the Owne1•:
{ii) The Contracto� shall either (A) have dvect legal liability as a matter of contract, common
law, or statutory law to the Subcontractor foi' the claim that tlZe Subcontractox is assei�ting or
(B) the Coniaactor shall have entex�ed inta a �vritten liquidating agreement with the
Subcontractor, under �vhich agreement the Contrac#or has agreed to be legally responsible ta
the Subcontractor for pursing the assertion of such claim against the Ownez• under the
Contract and for paying to the St�bcontractor any amount that may be recovered, less
Contractor's included markup (subject ta the limits in the Contract Documents for any
markup}. Tke liability or responsibilities shall be identified in waiting by the Contractor to
the Owner at the time such claim is submitted. to Owner, and a copy of any liqtiiciating
agreement shait be included by the Contractor in the claim submittal materials.
(ii) The Cantractor sha11 have reviewed the clairri of the Subconi�•actor pr�or to its submittal
to 4wrxer and shali have independently evaluated such clairn in good faith to determine #he
extent to which the claim is believed in good faith to be valid. The Contractar shall also
certify, in viniting ancl under oath to the �wner, at the time of the submittal of such claim,
that the Contractor has made a review, evahiation, and deter�ninatzon that the claim is made
iix good faith and is betieved to be valid.
(iii) The Subcontractor making the elaim to the Contractor shall oertify in tivriting and under
oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim
is believed in good faith by the Subcontractox• to be va�id. A copy of the certifieation by the
Subcontractor shall be included by Contractor in tke claim submittal materials.
(3) Any faiiure of the Cont�•actar to comply with any of the foregoing requirements and
conditions precedent with regard to any such claim shall constitute a rvaive�• of any
erztitlenr�ent to submit or pursue such claim.
(4) Receipt and review of a claim by #he Owner under #his Subparagraph shail not be cansfi�ued
as a waiver of any defenses to the claim available to the Owaer undez• the Contract
Documents o�• law.
(i} Owner's Right to Order Aecele��atian and to Deny Claimed and Appxopriate Time
Extansions, in Whole or in Part. The Cont��actox• acknowiedges and agz•ees that Substantial
Coznpletion of the Work by o�� before the Scheduled Completion Date is of substantiai
impoi�tance to Owner. The Follo�ving provisions, therefore, will apply:
{1) Yf the Conhaetar falls behind the approved construction schedule for whatever reason, the
Owner shatl have the rig�at, in the O�vner's sole discretion, to order the Contractor ta
develap a recovery sch�dule as described in Ptuagraph 3.10 or ta accelerate its progress
in silch a manner as to achieve Siibstantial Completion on oa be�ore the Contract Time
connpletion date or such other date as the Owner may reasonably direct and, upon receipt,
the Contractor shall take all action necessary to comply with the order. In such event, any
possible right, if any, of the Contractor to additional compensation foz• an:y acceleration
shall be subject to the terms of this Subparagraph (i).
(2) Tn #he event that the Contt•actor is otherwise entiiled to an extension of Contract Time and
has properly initiated a Claim for a time extension in accordance vvith Subparagraph
4.3{a} above, the Owner shall have t�e x•�ght, in the Owner's sole discretion, to deny a�l,
ar any part, of the Claim for e.ct�nsion of Conh•act Time by giving written nbtice to the
Contractar provided within foui�teen (14) days after recaipt of the Contractor's Claim. If
the O�vner denies the Contractor's claim fo�• an extension of Contract Time under this
Claase (i)(2), eithex� in whoIe or in part, the Contractor shall proceed to prosecute the
Woz�k in such a nnanner as to achieve Substantial Completion on ar before the then
existing Scheduled Completion Date.
(3) If the Contractor would have been entitled to a time extension for a reason specifically
allowed under the Contract Documents, foz• an amount of time that wauld have justified
approval by the Owne�• xf not for the need and i7ght to accelerate, the Contz•actor may
initiate a Clairri fox• acceleration costs pursuant to Subpat•agraph �3(a). Any resulti�g
Claim for acceleration costs properly initiated by the Contractor under Subparagraph
4.3(�) above shall be limited to #hose reasonable and documented direct costs of IRbor,
materials, equiprnent, and supervision solely and directly attribiztable to the actual
acceIeration activity neeessary to bring the Wox�k back within the then existing approved
construction schedule. These direct cosis include the premium poi�tion of overtime pay,
additianal crew, shift, or equipment costs if requested in advance by the Contractor aild
approved in wt7ting by t�.e Ownei•. A percentage markup for the prorated cost of pi�emium
on the eYisting perfo�•mance and payment bonds and reqLiired insurance, not to exceed
5%, wall be allotived an the claimed acceleration costs. NO OTHER MARKUP FOR
PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE
OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY
ACCELERA,TI�N CLAIM. The Owner shall not be Iiable fa�• any costs xelated to an
acceleration claim other than those described in thzs Clause (i)(3).
(i) Waive� of Clauns; Final Payment. The tnaking of final payment shali constitute a waiver of
claims by the 4vv�ier except those arising from:
(1) claims, security interests, pulported liens, ox• othex attetrapted encumbrances arising out of the
Contract and remaining unsettled;
(2) defective or nonconforming Work appearing after Substantial Cornpletion;
(3) latent defects, as defined in Subparagx�aph 12.2(d), appearing after Final Completion; or
(4} the teirns of general and special wai�anties required by the Conixact Documents oa• allowed or
impIied by Iaw. -
(k} THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S FEE5 AS
A PART O�' ANY CLAIM MADE UNDER THE COI�TRACT DOCUIV�NTS OR IN ANY
SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING.
(1) No �Vaiver of Govez•xu�neatal Immunity. NOTHING TN THE CONTRACT DOCUMEN'�'S
SHALL BE CONSTRUED TO WAIVE THE OWNER'S GOVERNVIENTAL IMMUNITY
FRONI LAWSUIT, WHICH IMMUNITY IS EXI'RESSLY RETAINED TO THE EXTENT IT
IS NOT CLEARLX AND UNAMBIGUOUSLY WAIVED B'Y STATE LAW. �
ARTICLE 5 SUBC4NTRACTORS
5.1 DEFINITIONS OI+' SUBC�NTRACTOR
{a) A Subcont��actor is person or entity who has a d'u•ect contract with ik�e Contractor to perform a
portion ofthe Work ai the Project site or to sup�ly materials or equipment to the Contrnctnr by
purchase or lease for use in performance of or incorporation into the Work, The tei7n
"Subcanh•actox" is refex•t•ed to throughout the Contract Documen#s as if singular zn number and
means a Subcontractor or an authorized representative of the Subcontractor. The t$rm
"Subcontractor" aoes not include a separate contractor or subcontractors of a separate contractor.
(b) A Sub-sttbcontractor is a person or entity who has a direct ot• indirect contract with a
Subcontractor to pe��oi�n a poi�tion of the Work at the Pi•oject site or to supply matei7�.ls or
equipment to the Subcontractaz• oz• anothex• Sub-subcontractor by pi�rchase or lease fox use in
perform�ce of orc incorporation into the Work. The tet�n "Sub-subcontractor" is refe�•red to
tluoughout the Contract Documents as if singulu in mirnber and means a Sub-subcontractor or
an authorized representative of the Sub-subcontractor.
S.2 AWARD OF SUBCONTRACTS AND OTHER CONTR.A.CTS FOR PORTIONS OF TT��
WORT�. WITH REGARD,S TO MWBE, THE CITY OF D�N7'ON 4NLY R�QUIRC A
GOOD FAITH ETFORT, TAERE IS NO PERCENTAGE RCQUIREIV�NT.
(a) Immediately afte�� fhe award of the Contract by the Or�vner, and before the Buildin� Consti'LlGtI031
Seivices Agreement is s�gt�ed by the Contractor and the Owner, the Contractor shall furnish to
the Architect/Engineer in writing, for acceptance by #he Owner and the Architect/Engineer, a list
of the names, addresses, telephone nuinbers, M/WBE certif cation numbers (where applieable),
and type of work of the Subcont�actoas (including those who are to furnish materials or
equip�nent iabricated to a special design), proposed for the principal portions of the Work,
including furnishings when made a p��t of the Contract. The Contractor shall immediately notify
the Own�r in writing of any changes in the Iist as they occur. The Arctutect/Engineer will
promptly reply to the Conh•actor in writing stating whether or not the Owner or the
Architect/Engineex, aftez• due investigation, has reasonable objection to any such px•oposect
person o� entity. Failure of the Otivner or ArchitecilEngineer to a•eply promptly shall constitute
notice of no reasonable objection, .
(b) The Contractor shall not cont�•act with a proposeci person or entity to whom the Owner or
Architect/Engineer has made reasonable and timely objection.
(c) Architect/Engineer's and Owner's appxoval of or objection to any Subcontractor or af a particula�•
process ox material wili not ralieve the Contractor of his responsibility for performance of Work
as called for under the Cont�act Documents, and shall noi p�ovide a basis for any claim for
additional time or money on the part of the Cont�•actor. Approval shall not be construed to create
any contractual relationship between the Subcont�actor and either the Owner ox•
Archi#ectlEngineer. In no event sha11 the Contract Sum be iacreased as a result of the rejection of
any Subcon#ractor,
(d) The Contractor shall not chAnge a Subcontxactox previously selected if the �vtmer or
Ai•chitectlEngineet• mal�es reasonable objection to such change.
5.3 S�C)BC4NTRACTUAL RELATIONS '
(a) By appropriate agreement, written where legally required for validity, the Cont�•acfior shall
require each Subcontracto�•, to the extent of the Work to be pei�formed by the Subcontractor, to be
bound to the Contractor b� �the terms of the Contract l�ociunents (including but not limited to
these General Conditions}, and to assiime towax•d the Contractor all the obligations attd
respo�nsxbilities whi�h the Contractor, by the Contract Docutnents, assumes torn+ard the Owner
and the Architect/Engineer. Each subcontract agreement shail preseive and pratect the rights of
the Owner and the Architect/Engineer under tlie Contt•act Documents (including but not aiinited
to these General Conditions) �vith respect to the Work to be per%rmed b� the Siibcontractor so
that subcontracting wili not prejudice the rights of the Owner and the ArchitectlEngineer. Where
appropriate, the Contxactor shall require each Subeontractor to enter into similar agreements with
Sub-subcontractox�s. The Contractar shall make available to each proposed Sc�bcontractor, p�ior
to the execution of the subcontract agreement, eopies of the Contract Documents to which the
Subcontractor is to be bound. Subcontractors shall similfuly make copies of applicable portions
of such Documents available to theu respeciive pz�aposed Sub-subcontractors.
(b) The Conhacto�• is solely responsible fox• zxiaking pa�ments properly to the Contractor's
Subcont�•actors on the Project. During perfoi�nlance of the Work, the Contractor shall comply
with the fbllovving additional rules regarding Subcontractor payments:
(1) The Contractor shall si�bmit, beginning with the Second Application and Certificate for
Payznent, a Subconti•actor Payment Report (the "Repoi�t") r�vith each Application and
Cei�tificate for Payment, along �vith pai�tial waivers of liens for ali Work included in the
application for payment. The Repoi�t shall show a11 payments made to date by the Contractor
(plus existing �e#ainage) to each Subconh•actor involved in the Praject. Tk�e Repox•t shall be
nnade on a forin approved and supplied by the Or�vner. Pay applications wilt not be reviewed
or cei�ti�ied b� the Architect to the Owner �vithout accompanying pai�tial lien waivers after the
�irst Certificate for payment. With e�ch Application for Payinent, the Cont�•acto� shall cei�fify
that there are no mechanics' or materialmen's Liens outsta�ding at the date of the
Application foa• Pyament, and that all bills due �vith respect to the Work ha�ve been paid t�
date, and that there is no known basis for filing of any liens against the Surety a�• the O�vner
in connection with the Work. Upon compietion by the Co�fractor of the constiuction of the
project, but prior to �na1 payment to the Contractor, the Contracfior shall delivex• to the Owner
conditional reieases of all liens, �vhich shall identify the remaining sums to be paid pending
receipt of final pay,ment. The conditional releases of liens, upon final pa�ment by the Owner,
shall rlease the Owner af all liens, and of all rights to claim any lien, from ali manufachuers,
material-men, and subcontractors furruslung services or xnaterials for the project, to the
ef�ect that all rnaterials or services used on or for the project have been paid for and
indicating that the Ower is released fiom all such claims, As an alternative to the Repoi�t, the
Conhactor may furnish Afiidavits of Payment Received with the Application and Cei�tificate
for Payment, which af�davits shall be esecuted by eaeh Subcontractor owed money and paid
during the previous progress payment pei7od for r�vork oi ma#eitials furnished on the Pz•oject.
RECErPT BY THE OWNER (�F THE REPQRT OR AFFrDAVITS OF PAYMENT
RECENED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY
APPLICATION. �
Provided that the Owner has been notif ed by wriiten coor�spondence (a lien no#ice) from any
manufactu��er, material-men, or subcontxactox £�u�ishing services or materials for the project that
an outstanding debt is owed, the O�vner shall ensure t�at the Contractoi is notified of such notice
within ten (10) days of receipt of such notice. The Contractor shall ensnre that resohitivn h�ts
been achieved for each written notice filed with the 4wne�', and p�•ovide sufficient written
documentation to the Owner th�tt payment has been rendered, or a resolution has been achieved
that is satisfactory to #he Owner.
(2) If, for any reason, the Contractor is withholdx�ng payment to a Subcontractor due to a dispute
or other. problem with �erformance, the Contractor shall note the amount withheld aY�d tlxat
payment is in dispute. The Owner may iequire the Contractor to document and verify the
dispute oi• other problein in question,
(3) The Owner resetves the right in its sole discretion, to withhold payxnent to the Contractor
pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Repoi�t,
statements of payment i�eceived or other infortnation furnished to the ��rner th�t:
(z} the Repo�•t has not been properly completed;
(ii) the ContractQr h�s knowingly provided false information regaxding payment of any
Subcontractor; ox
(iii} the Contractor has otherwise failed to make payments properly to an� Subcontractor.
(4) THE C�NTRACT4R SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR
ADDITIONAL T�ME OR ADDITIONAL CONIPENSATION AS A RESULT Or THE
OWNER`S OR ARCHITECT/ENGINEER'S EIV�ORCEMENT OF THIS
SUBPARAGRAPH 5.3(b). NO PRO�ITSTON OF T�IIS SUBPARAGRAPH OR ANY O�'
THE CONTRACT DQCUN��N`�'S SHALL BE CONSTRUED TO CREATE A
C4NTRA.CTUAL RELATIONSHIP, EXPI2ESS OR IMPLIEA, B�TWEEN ANY
SUBC�NTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER
AND SHALL NOT BE CONSTR.UED TO iVIAKE ANY SUBCONTRACTOR OR ANY
OTHER PERSON OR ENTITY A THIRD PARTY BENEFICIARY OF TI IE CONTRACT
BETWEEN THE OWNER AND THE CONTRACTOR.
5.4 CONTING�NT ASS�GNMENT OF SUBCONTRACTS
In the event of a termination of this Cor�tcact by the Owner und�r A�.�ticle 14, the Cont►•actor shall, if
requested in writing by the Owne�•, within fifteen (15) days after the date notice of tet�mination is sent,
deliver and assign to Owner, or any persan or entity acting on the Owner's behalf, any or all
subcontracts macle by Contractor in the perfoxmance of the Work, and deliver to the Owner true and
co�7ect oi7ginals and copies of the subcontract documents. In the event assignment is not rec�uested by
the Owner, Contractoz shall terminate all subcontracts to the extent that Owne�• has not directed
assigntnent of same and to the �xtent that they relate to the per:Formance of Work terminated by the
notice of tei7nination. °
ARTICLE b CONSTRUCTION BY THE OWNER/ SEPARATE CONTRA.CT�RS
6.1 OWNER'S RIG�iT TO PERI�'O�.M CONSTRUCTION AND TO Ai�VARD SEP,ARAT�
CONTRACTS � �
(a) The Owner reseiwes the right to pe��form constiuction or operations related to the Project with the
Qtivner's own forces, and to.award separate contracts in connection with other poi�tions of the
Project or other construction or operations on the Project site under Conditions of the Contract
identical or substantially similar to these General Conditions, including those portions related to
insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is
involved because of such action by the Owne�, the Cont�•actor shall znake a claim as pz•ovided
elsewhere in and in accordanc� with the Contract Documents,
(b) When separate contracts are awarded for different poz�tions of the Project or other construction oz•
operations on the Project site, the term "Cont�actor" in the Contract Documents in each case
shall mean the Coniractor who executes each separate Buildin� Construction Services
Agreerraent with t}ae Owner.
(c) The Owner shall pravide for coordination of the activities of the Owner's own forces and of each
separate contractor with the Work of the Contractor, who shall cooperate with them. The
Contractor shall participate with other separate cont�actors and the Owner in re�ie�ving their
construction schedules �vhen directed to do so. The Contractor shall, with the approval of the
Owner, make any revisions to the conshuction sched�ile deemed necessary a$e� a joint review
and miuhial agreeznent. The constructio�n schedules shall then constitute the schedules to be used
by the Contractor, separate contractors, and the Owner until subsequently revised by muttiial
agreement or by written Change Order. If the Contractor believes it is eniitled to an adjustment
of the Contract Sum under the cucumstances, the Con-tractor shall. submit a rvritten proposal for a
Change O�•der pi�rsuant to Article 7 of the General Conditions. In the event the Contractot•'s
Change Order proposal is denied by the Owner, the Contractor must subixzit an.y Clairn pursuant
to Paragraph 4.3 of the General Conditions.
(d) Unless otherwise provided iz� the Contract Docii�ez�ts, when the Owner pei�foi�ns consh•uction or
operations related to the Froject with the Owner's own forces, the Owner shall be deem�ed to be
subject to the sam� obligations and to have the same rights which apply to the Contractor under
these General Conditions, including, tivithout excluding others, those stated in Article 3, t3�is
Articie 6, and Articles 10,11 and J.2.
6.2 MUTUAL RESPONSZB�LITX
(a) The Con�tractox• shaIl affoxd tlie Owner and separate contt•actors' reasonable oppoi�tunity for
access to and storage of their materials and equipn�ent and the pe�fox•txaance of their activities and
shall coordinate the Contractor's construction and ope2•ations with the s�parate contractors as
required by the Contract Documents,
{b) If part of the Cont��actor's Work depends for proper execution ox• �•esults upon construction o�•
operations by ihe �wner or a separate contracto�, the Contractor shall, prior to proceeding �rrith
that po��tion of the Work, promptly report to the ArchitectlEngineer apparent discrep�mcies or
defects in the other construction that would rende�• it unsuitable for proper execiition and results.
Faili.ue of the Contractor to so repoi�t shall constitute an acknawledgtnent that the Ownei•'s or
sepaaate contractors completed or partially completed conshuction is fit and proper to receive the
Contractor's Work, except as to defects not then reasonably discoverabie.
(c) The Owner shall not be liable tb the Contractor for dama�es suffered by the Contractor due to
ihe fault or negligence of a separate contractor or through faiiure o:Fa separate contractor to ca►7y
out the directions of the Owner or the Architect/Engineer. Should any interference occtu between
the Contractor and a separate con�tt'acto�•, the A�ehitect/Engineer or ihe 4wner may �utnish the
Contractor vvith written instructions ciesignating priority of effoi�t or change in methods,
whereupon the Contractor shall immediately comply with such direction. In such event, fhe
Contractor sha11 be entitled to an extension of the Contract Time only fo�� unavoidable delays
verified by the A��chitectlEngineei•; no increase in the Conhact Sum, however, shall be due to the
Conhactar,
(c�} The Contractor shall p�•onapt�y rexrxedy damage wrongfully caused by the Contractor to
completed or pai�tially completed constr�iction or to property of the Owr�.er or separate
contractors as provided in Subparagraph 10.2(e).
{e) Should the Contractor cause damage to the work or prope��ty of any separate contractoi on the
Pa•oject, the Contractor shall, upon due notice, settle with th� sepuate contractor by agreeznent, if
the separate contractor will so settle. Tf the separate cantractor sues the O�vner or submits a claim
on account of any damage aileged to have been so sustained, the Owner shall notify the
Contractor rvho shall defenct such proceedings, at the Contractor's expense, and if any judgnient
or award against the Owner arises from the sepa�•�tte contractor's claim, the Contractor shall pay
or satisfy it and shall aeia�burse tk�e Owner for a11 attoiney's fees and costs vi�hich the Oviwner has
incurred.
(� "�'�e Ownex• and each sepa��ate conhactor shall have the same responsibilities for cutting and
patching as a�•e described for the Contractor in Paragraph 3.1�,
G.3 OWNER'S RIGHT T� CLEAN UP ,
If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility
under their respeetive contracts for naaintaining the Project site and sui�ounding area fiee from waste
materials and rubbish as described in Paragraph 3.15, the Owner may clean up and alloca#e the cost
among those responsible as the �chitect/Engineer recommencls to be just. �
ARTICL� 7 AMENDMENTS
7,1 CHANGE ORDERS
(a) A Change Order is a written ox�de�• to the Contx�acto��, signed by the Owner and the
Architect/Engiueer, issued after execution of the Contract, a��thaxizing a change in the �?Vork, an
adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent wxth other
applicable p�•ovisions of this Contract. The Owner, without invalic�ating the Contract and without
requiring notice of any kind to the sureties, may ordex� changes to the scope of Work under tlae
Contract by additions, c�eletions, or other revisions, the Contract Sum and Contract Time to be
adjusted consist'ent tivith other applicable provisions of this Contract. All Change Orders shall be
exacuted on a Change Order form approved by the Owner and the �wner's City Attorney.
(b) In addition to the Owner anc� the Architect/Engineer, the Contracto�• shall sign all Change Ozders
to verify and confit�an the terms and canditions established by Change Order; however, S�1011�d
_ the Cont�actor refuse to sign a Change Order, this shall not x'elieve him of his obligation to
perform the change duected by the Owner and the ArchitectlEngineea• to the best of his ability in
accordance with the provisioras of this Ai�ticle 7. A Change Order signed by the Contractor
indicates his agreem�nt with all of the changes approved, including the adjustment in the
Contract Suzn aa the Contract Time. �ACH CHANGE ORDER SHALL BE SPECIFIC ,ANA
FINAL AS TO PRICES AND EXTENSIO�TS OF TIME, WITH NO RESERVATIONS OR
OT�TER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR. T�MB AS A
RESULT OF THE PA.RTXCULAR CHANGES TDENTI�'IED AND FULLY COMPENSATED
IN THE CHANGE ORDER. The execution o:F a C�ange Ox•dex• by t1�e Cont�•actor shall constitute
conclusive evidence of the Contractor's agreemeni io the ordered changes in the Work. The
Contractor fo�ever releases any claim against the �wner for additional time or compensation for
matters x�elating #o o� a�•ising out of or resulting from the Work inciuded within or affected by tke
execi�ted Change Order. This release applies to claims related to the ctmiulative impact of all
Change Orders and to any claim related to the effect of a change on other Work.
(c) No extra work (except under emergency conditions) or changes shall be made nor shall any
substit�rtions, changes or additions to or omissions or deviations froin the requuements of the
� Drawings and Specifications be made unless puz�suant to a written Change 4rder signed by the
Owner and the Architect/Engineer, it being expressly understood that #he O�vner �shall not b�
liable for the cost of extra work or any substitution, change, addition, omission o�• deviation from
the requu•einents of the Drawings or Specifications i�nless the saine shall have been authotized iz�
writing by the Ownea and the Architect/Engineer in a written change order or other Amendment.
The provisions of this Paragraph 7.1 shall cont�ol in the event of any inconsist�ncy between such
provisions and the other pi•ovisions of this Article 7. See Subparagraph 10.3(a) of the General
Conditians for Change Orders under emergency conditions.
(d) The xnethod of deterrrxining the cast or credit to the Owner for any change in the Work shall be
one of the following;
(1) mutual acceptance af a not-to-eYCeed lump sttm amount prope�•ly item�ized and supported by
sufiicient substan.tiating data to permit evaluation;
(2} unit prices stated in the Contract Documents or subsequently a�•eed npon;
(3) cost to be determined in a manner agreed upon by the parties and a mtitually acceptable fixed
or percentage fee; or
(4) the force account method piovided in Subparagi.�aph 7.1(e)
(e) I#'the pat�ties cannot agree to one ofthe methods of calculating cost provided in Clauses (d) (1),
(d) (2), or (d) (3), or if the pa��ties agree to a method but cannot agree to 1�na1 dollar figure, or if
the Contractor for whatever reason refuses to sign the Change Order in question, #he Contracior,
px•ovzded he xecezves a w�itten order signed by the Oumer, shall p�•omptiy p�oceed with the Woxk
�, involved. The cost of the Work involved shall then be calculated on the basis of the reasonable
johsite expenctitures and savings of those pei�foiming the Work attributable to the changes,
inchiding a reasonable allowance far overhead and profit, such allowance in any case nevex to
exceed 15%. In such case, the Contractor shall keep an itemized accounting of the Wot�k
involved, on a daily basis, in such form and with the appropriate supporting data as the
Aichitect/Engi.neer and O�rmer may prescribe. Srvorn copies of the itemized accounting shall be
delive�•ed to the A,tchitect/Ez�gineer each day during the performance of fo�•ce account woz•k, with
copies to the Owner.
FAILURE OF THE CONTRAC`�'OR TO SUBIVRT THE SWORN-TO ITEMIZED
ACCOUNTING DAILY AS REQUIRED HEREIN SHALL C4NSTITUTE A W�IVER BY'
TT-iE CONTRA.CTOR OF ANY RIGHT TO DTSPUTE THE OWNER'S DETERMINATI�N
OF THE AMOiTNT DUE THE C4NTRA.CTOR FOR FORCE ACCOUNT WORK. Costs to be
charged ur�der this Subpatagraph for force account work are iimited to the following:
(1) cos#s of labor, including social secur�ty, old age and unemployment insucance, fi•inge b�neiits
requi�•ed by agceemerit or custom, and workers compensation insurance;
(2) costs ofmatei7als, supplies and equipment (but not to include off site storage unless
approved in writing b�+ the Owner), tivhether incoi�orated or consuined;
(3} rental costs af machinery and equipment, exclusive of hand tools, wliether rented fiom the
Contractor or others;
(4} costs of premi�uns £or all bonds and insurance related to the Work; and
(5) additional costs of supervision and field office personnel di��ectly attributable to the changed
Work. Pending fmal dete�nlination of cost to the Owner, payment of unciisputed anioi�ts on
force�account shail be included on the ArchitectlEngineei's Certificate of Payment as work is
com�leted.
(� The amount of credit to be allowed to the Owner for any deIetion of Work or any other change
which rest�lts in a net decx•ease of tk�e Contract Sum shali be the amount of actual net cost
confirnaed by the ArchitectlEngineer plus the stated percentage for overhead and profit. When
both additions and deletions or credits covering related'UVork ox• substihrtions are involved in any
one change, the allorvance for overhead and pxofit shall be �gureci on the basis of the net
increase or decrease with �espect to that cl�ange.
7.2 SUPPLEMENTAL AG�ItC�MENTS
A written Supplementat Agreement can also be used to implement changes in the Work instead of a
Change Order foi�rn, including hut not limited to situations involving pai�tiai occupancy af the Work
under Paragraph 9.8, a change made to the Drativings or the Specificatians tivithout an increase in the
Contract Sum, or special circums#ances �vhere it is necessaiy or more appropxiate fot• the O�vner to
use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that
of Change Orders for purpases of prioi7ty of Contract Documents interpretation, except that to the
extent of a conflict, late�• Silpplemental Agreements in time control over eariier Supplemental
Ag�•eements, and the latest Change Orcier or Supplemental Agreement in time controls ove�• earlier
dated Change Orders and Supplemental Agreements. The rules o�Snbparagraphs 7.1(b) ttuough (fl
shall also apply to the negotiation and execution oi Supplemental Agreements.
'7.3 MINOR CHANG�S �N THE WORK
The Architect/�ngineer, after notifying the Owner, shall be authorized to order minor changes in the
Wark not involving an adjustment in the Contract Sum or an �xtension of the Contract Time and nat
inconsistent with the intent of the Contract Documents. Minor changes shall be effected by �vritten
order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such
written ordexs prompYly. These written ordex�s shall not be deemed to change oi impact the Cont��act
Sutn or the Contcact Time. Contractor shall have no Claun for any minor change ordered to the
Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying
with the mino�• change o�dex�ed and in no event Iater than ten (10) working days fram the date the
minor change was ordered, to the Owner. for approval.
7,4 TrME REQUIItED TO PROCESS AMENDMENTS .
{a} A!1 of the Cont�actar's respanses to proposal requests sl�all be accompanied by a complete,
xte�nized breakdawn of costs. Responses to proposal requests shall be submitted sufixciently in
advance of the required u�ork to allow the Owner and the Architect/EngineeF� a minimum of
thirty (30) calendar days after receipt by the Architect/Engineer Eo review the itemized
bre7kdorvn and to prepare or distribute additianal documents as may be necessary. All of the
Contractor's responses to pz•oposal requests shall include a statement that the cost desc�-ibed in
the response represents the complete, total and final cost and additional Cont�act Time associated
rvith the extra work, change, addition to, omission, deviation, substitution, or other grounds for
seeking extra cotnpensation under the Cont�•act Documents, without reservation or finther
recourse,
(b} All Amendr�e�ts aequire. a�pt�oval by either the City Council or, �vl�e�e at�thorized by the state
law and City ordinance, by the City Manager pursuant to Administrative Action. The approval
process requires a minimum Of foifiy-five (45) calend�' days after submission to the Otivner in
final form with all supporting data. Receipt of a submission by 4wner does not constifute
acceptance or approval of a proposal, noz• does it constitute a warranty that the p��oposal will be
authorized by City Council Resolution or Administrative Action. THE TIME REQUIRED FOR
THE APPROVAY, PTZOCESS SHALL NOT BE CONSIDERED A DELAY AND NO
EXTENSZONS TO THE CONTRACT TIME OR INCREASE IN THE C4N'TRACT SUIvi
WILZ., B� CONSIDER.ED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the
appro�al described abo�ve, tlie Contractor will proceed with the woxk unde�• a pending
Amendment only if duected in writing by the Owner.
ARTICLE 8 CONTRACT TT�'YIE
5.�. D�FINIT�ONS
(a) Unless otherwise provided, the Cor�tract Time is the pei7od of time, including aiithorized
adjustments, allotted in the Contract Docutnents �or Substantial Completion of the Wo�•k.
(b) The date of commencement of #he Work is the date established in the notice to proceed fi•om the
Ovv�er. The date of commencement shall not be postponed by the failure af the Cont�actor, or of
persons or entities fox• whorn the Cont�•actor is responsible to act px•oxnpt�y to coanmence the
Work. If the Owner urueasonably delay, s the issuance of the notice to proceed thzough no fault of
the Contractor, the Contractor shall be entitled only to an equitable extension of th� Contract
Time; the Contract Sum shall remain•unchanged.
(c) The date of Substantial Completion is the date cartiiied by the ArchitectlEngineer in accordance
with Paragraph 9.7.
(d) The term "day" as used in the Conhact Docuznents shall mean a calen.dar day, beginning and
ending at 12:00 micinight, unlass otherwise specifically defined by special piovision.
8.2 PRpGRESS AND COMPL�TIDN
(a) Tune limits stated in the Contract Documents are of the essence of the Contract. By executing
the Building Construction Seivices Agreernent, the Contractor confirtns that the Conhact Time is
a reasonable period for perfoi�ning the Work.
{b) The Contractor shall not knowingly; eYCapt by agreement with or instruction of the Owner in
writing, prematurely commet�ce operations on the Project site or elsewhere prior to the efFective
date of insurance to be furnished by the Contractor as requiz•ed by Article 1 l. The date of
cammencement of the Work shall not be changed by the e££ectzve date of insurance required by
Article 11.
(c) Liquidated Damages. The Contractor shall px�viceed expeditiousiy with adequate forces,
materials, and equipment, and shall achieve Substantial Completion within the Cont�•act Time. If
the Cont�actaz fails or refases to complete the Work within the Contract Time as specif'ied in the
Bid Proposal form, the Building Constiuctxo� Sezvices Agreement, or in any proper extension of
the Contraci Time granted by the Owner, then the Contrac#or agrees, as a pax�t of the
considera#ion �or the awarding of the Cont�act, to pay to the Ownex• the amount of liquidated
damages {he�•einafter called the "Stipulated Amount") as stipulat�d in the Bid Proposal fox•rn and
the Building Construction Se�•vices Agreement for each calendar day that the Contractor has not
Substantially Completed the Work after the expiration of the Cont�act Time p��ovided. The
Stipulated Amount is not to be considered as a penalty, but shall be deerned, taken, or heated as
x•easonable liquidated damages, fixed and agreed upon by and between the Conhactor and tlne
Ov�rner because of tlie impracticality and extreme difficulty of iixing and ascertaining the actual
clamages the Owner would sustain in the event of the Contractor's lafe connpletion flf the Project,
and the stipulated amount is agreed to be the daily amount of damages that the Otivner wauld
sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract
Sum due or #hat may become due to the Contractor. In the event the portion of the Conta•act Siun
retainec� by the Owner is insu�czent to recaver the Stipulated Amount, then the Contractor or the
Contractox•'s Surety shall pay to the Owner any additional liqttidated da:nnages due that are in
excess of tk�e funds remaining unpaid in the Contract Sum. The O�vner shall be the sole judge as
to whether or not the Work has been Substantially Completed within the cale�dar days allotted,
which shall include the original Contract Time and any proper extension oithe Contract Time
granted in writing by the Owner. Should the Cont��actor dispute the D�vne�•'s determination of
liquidated damages due, however, or should the Contractor, or the Con�actor's agen#s ar assigris,
institute any legal action against the O�me�• to enforce rights under the Contraat Documents, then
this Subparagraph 8.2(c) shail not be construed to preverit the Owner froz�i seeking full recov�ry
for any and alI actual danaages suffered by the Owner and attributable to the Contractor, as an
alternative to all liquidated damages ctue. .
$.3 DELAYS AND EXTENSIONS OT+' TTM�
(a) If the Contractor is delayed at any time in the progi�ess of the Wo��k by an act or neglect of the
4wner o�• Architect/Engineer, or of an employee of ei#hex•, or of a separate contractor employed
by the Owner, or by changes ardered in the Woz•k, or by labor disputes, fire, unusual delay in
deliveries, unavoidable casualties ox• other causes beyond the Contractor's control, or by dela�
authorized by the �wner pending a claim, or by other causes which the ArchitectlEngineer
determines may justify delay, then the Cont�act Titne shall be extended by Change Order for
such reasonable time as the tlrchitectlEngineer and �wner may deteirnine,
(b) Claims relating to Contract Time and time extensions shall be made in accordance with the
applicable provisions of Paragraph 4.3.
(c) No Damages fot• Delay. NOTWITHSTANDTNG ANY OTHER PROVISIONS OF THE
CONTRACT DOCUMENTS,INCLUD�NG THE GENERAL CONDITIONS, NO
ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM .A.ND THE CONTRACTOR
SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL
COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE,
DISRUPTION, FORCE MA,TEURE, IMPACT, OR 1NTERFERENCE, INTENTIONAL OR
UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO
COMPLETE THE WORK,INCLUDING BUT NOT LIMITED TO AN'Y DELAXS CAUSED
1N WHOLE OR IN PART BY THE ACTS, 4MISS�ONS, FAILURES, NEGLIGENCE, OR
FAULT OF THE OWNER, "�'HE ARCHITECT/ENGINEER, OR THE OWNER'S
REPRESENTATIVE, AN EXTENSI4N O�' THE CON'Z'I.tACT TIi1�1E UNDER
SUBPARAGRAI'�i $.3(a) SE1NG THE CONTRACTOR'S SOLE REMEDY.
(d) The Owner shall have the i7ght to occupy, without prejudice to the xight of either party, any
completed or largely completed portions of the structure or Work, notwithstanding the fact that
the Contract '�'zme fax com�leting all or a poi�tion of the Work may not have expired. Partial
occupancy and use skall not be deemed as an acceptance of the Work taken oa• used.
(e) The Contractor shall promptly st�spend the Work �svhen either the Contractor oi' the Owner is
ox•dered to do so by a coui�t ord�r from a coui�t having lawfiil ju�isdiction, and the Contcactor will
not be entitled to aclditional compensation by vu�tue of any delays aesulting from the court order.
The Contractor will also not be liable to the Owner for a delay caused in fact by the Work b�ing
suspended by a court arder.
(� The Architect/Engineer, with the consent of the Owner, shall have the authority to suspend the
Work, in whole or in pai�t, for such period or periods as the Azchitect/Engineec deams necessa�•y
due to iunisual or severe weathe�• conditions as are considered unfavorable for the s�utab].e
prasecution af the Work, or due to failure on the pai�t of the Contractor to coitiect condxtions
considered unsafe for workinen or the general public. If it should become necessary to stop the
Work for an indefinite period, the Cont�actor shall stox•e all mate�ials in such a manner that they
will not obstnict or impede the public unnecessarily or become damaged in any way, and shall
take evety p�•ecaution to prevent damage or deterioration of the Work perfoimed. In cases of
suspension of the Work under this Subparagraph, the Contractor shall also provide suitable
drainage about the Work and erect temparary sta�uciures w�et•e necessary. The Contractor shall
not suspend the Work in whole or in part without written authoriiy from the Architect/Engineer
o�• the Ownet•, and shall resume the Work promptly when notified by the Architect/Engineer or
the Owner to resume operations.
(g) In the event of a delay that is the responsibility of tk�e Con#ractor or any of the Subcontractors,
for which the Cont�•acto�• is not entitled to a time extension under the provisions of this Contract,
the �wner may direct that the Work be accelerated by means of ovei�time, additional c�•ews o�•
additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will
continue until the Cont��act Time is resto�•ed. Xn tl�e event of a delay for which the Cont�•actor is
entitled to a tzme extension, as determined hy the Architect/Engineei•, Owner may similarly
direct acceleration and the Confiiactor agrees to perform same on the basis that the ContRactox•
wi11 be reimbursed only to the extent described in Subparagraph �.3(i). THE CONTRACTOR
EXPRESSLY WAIVES ANY OTHER COMI'ENSATION RESULTING FROM
ACCELERATION, SUCH AS LOSS OF LABQR PR�DUCTIVITY OR EFFICIENCY.
ARTICLE 9 �'A'Y11�NTS AND CUMPLETION
9.1. CONTRACT SUM
The Contract Sum is stated in the Building Construction Services Agreement and, including
authorized adjustments, is th� total amount of compensation payable by the Owner to the Contracto��
for the perfoi7nance af #he Work undez• the Conti�act Docaments.
9.2 SCHEDULE OF VALUES
Befot�e the first Application for Payment, the Contractor shall subnnit to ihe Architect/Engineex• a
schedule of values allocated to varions pot�tions of the Work, prepared in such form and supported
by such data to substantiate its accuracy as the ArchitectlEngineer may require. This schedule, when
approved by the Architect/Engineer and the 4wner, shall be used as a basis fo'r the Contractor's
Application for Payment. The schedule oi values shall follow the trade division of the Specifications.
Conh•actor's Application for Payment shall be filed on the cuil•ent version of ATA Form G702
(Application and Cei�tificate for Payment), as app�•oved by the �wner.
9.3 APPLICATIONS TOR PAYMENT
(a) At least ten (IQ) days before the date established for each progress payment, the Contractor shall
submit to the Architect/Engineer an itemized Applieation far Payment for Wark completed in
accordance with the schec�ule of values. The AppIication shall be r�otarized, if required, and
suppoi�ted by data substantiating the Contracto�'s aigh,t to paymant as the Owner or
Arcl�itectlEngineer may require, inctuding but not limited to copies of requisitions from
Subcontractors and material suppliers, and reflecting the applicable retain�ge as xec�uired in the
Contract Docurments. Contractor's Applieation fa�• Payment shall also provide othex• supporting
doctimentation as the Owner or the other applicable px•ovisxo�ns of the Contract Documents may
requue,
(b) Applications for Payment may not include requests for payment of amol�nts the Contractor does
not intend to pay to a Subcont�•actor because of a good faith dispute, unless the Contractor
complies tivith Clause 5,3(b} (2) of tnese General Conditions and the Contractor's Payment Bond
Sili�ty COnsOnts iri Writing to paym.ent to the Contractor of the fimds deemed to be in dispute,
(c} Unless other�vise provided in the Contract Documents, progi•ess payn�ents shall include payment
for matei7als and equipment delivexed az�d suitably stored at the Project site for sYibsequent
incoipo��ation into the Work within thirty (30) days after delivery to the Project site. If approved
in advance by the Owvner, payment may sirnilarly be made for matexials and ec�uipznent suitably
stored ar�vay from the Project site at a locatian agreed upon in writing. Payment for costs incurred
in storage of materials or equipment away from the Project site will NOT be made by Owner
unless:
(1) the Ovvner has given prior approval of such off-site stoa•age in w��iting;
(2) the matei�ials or equipment are stored in a bonded warehouse located in Denton County and
identified with the Praject for which they are stored, as e�videnced by �varehouse receipts
and appropriate dociytnents of title; and
(3) the materials or equipment stored off-site will be incorporated into the Work within thirty
(30) days after delivery, ST(�RAGE iN FACILITIES OF THE MANUFACTURER OR
THE CONTRACTOR WILL NOT BE PERMITTED OR PAID �'OR, C.TNLESS THE
OWNER HAS EXPRESSLY GIVEN P1tiOR Al'PR4VAL OF SUCH ST�RAGE IN
WRITING.
(d) The Contractor warrants that title to au Work covei•ed by an Application �'ox• �'ayrnent will pass to
the Owner no later ihan the time of payment. The Contractor further warrants that upon submittal
af an Ap�lication fo�• Paynnent all Work for �uvhich Certificates far Payment have been previously
issued and payments rec�ived from the �wner sk�all be free and clear of liens, claims, security
interests or encumbz�ances irn �avor of the Contractar, Subcontractors, material suppliers, or otker
persons or entities making a claim by reason of having provided tabor, matexials, and equiprnent
relating to the Work, , �
(e) A11 materiais or eqziipment delivered to the Project site earlier than thirty (30) days prior to an
approved schedule for deliveiy to the 1'roject site sha11 be classified as an "early delivery." A,�l
early delivecy materials or equipznent ml3st have the eYpress written permission of the Owner #o
be stored on the Project site. If an� unauthorized eariy delivery occurs, Cont�actoi• shall, at
Contractor's expense or at the expense of the responsible Subcontractox o�• Supplier, cause such
early delivery to be removed from the P��oject site and sto�•ed off site until required at the Project
site. All costs of laborr, transportation and storage wi116e included as part of the expense. If the
Contractor fails or refuses to remove unauthai7zed early deliveiy materials, the Owner may cause
such materials to be removed at the Conhactor's sole expe��se, ancl amounts may be vvithheld
frozn the Contractox's Application £or Payment to reimburse the Owner %r any costs incui�red in
removing unauthorized early delivery materials. OWNER WiLL NOT BE RES�4NSIBLE FOR
THE PROTECTION OF 012 RiSK pF L4SS ON ANY EARLX DELNERY MATERIALS OR
EQULP�.I�IENT, NOR WILL OWNER BE LIABLE �OR ANY PAYMENT FOR THE EARLY
DEL�VERY MATERIALS OR EQIJIP�NT. Any materials or equipment classified as ea1•ly
delivery ��ill not be appro�red for payment as stored mateiials prior to thirty (30) days before the
incorporation of the materials or eqiupment into the Work, unless storage and paynnent at an
earlier d�te is expressly approved in wri#iiig by the Owne�.
(� If the Contract Sum is equal to or less than $25,000.00 and perfoitinance and payment bonds axe
not furnished by the Contractor, no payment applied for wiil be payable under the Contract until
the Work has been Finally Completed and accepted,
9.4 CERTIFICAT�S FOR PAYMENT
(a) The Arehitect/Engineer r,vill, r�vithin ten (10) days after reeeipt af the Cantractor's Application ;for
1'ayment, either issue to the Owner a Certificate for Payment, �vith a copy to the Contractor, for
such amaunt as tlie ArchitectlEngineer determirzes is px�aperly due, or notify the Contractor and
Ownea• in writing of the Axchitect/Engineer's raasons for vvithholding certiiication in whole or in
part as provided in
(a) City of Denton General Conditions for Building Constxliction.
(b) Subparagraph 9.5(a). The Ce��tificaYe #�or Payment shall be issued on the current version of AIA
Fo�•nn G702 (Application and Certiiicate for Payment) as approved by the Owner.
(c) The issuance of a Certificate for Payinent �vill constitute a representation by the
Architect/Engineer to the Owner, based on the Architect/Engineex•'s obse��vations at the site and
the data comprising the Application for Payment, that the Work has pragressed to the point
indicated and that, to the best of the ArchitectlEngineer's kno�vledge, information and belief,
quality of the Work is in accordance rvith the Contract Documents. The foregoing
representations are subjeet to an evaluation of the Work for conformance with the Contxact
Documents upon Substantial and Final Cotnpletion, to results of subsequent tests and
inspections, to mino�� deviations from the Contract Documents cai�ectable prior to Final
Completion and to specific qualifications expressed by the ArchitectlEngineer. The issuance of a
Certificate for Payment will fui�ther constitute a representation that the Contractor is entitled to
payment in the amount certi�ed, subject to the Owner's approval. The isst�ance of a Cei�tificate
for Payment is not a representation that the Architect/Engineer has:
(1) xn.ade eYhaustive or continuous on-site insp�ctions to cheok the qualiiy or quantity of the
VVork;
(2) reviewed construction means, methods, techniques, sequences or procedures;
(3) reviewed copies of requisitions received from Subcontractoz•s and nnaterial suppliers and
other data requested by the Owner to substantiate the Contractor's right to payment; or
(4) made examination to ascertain how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum.
(d) Whenever the Application far Payment for Work done since the last pre�vious Application for
Payment exceeds one hundt•ed dollars ($100.00} in amount, Owner will pay a percenta�e of the
Application, Iess applicable retainage, to the Contractor within thirty (30) days following
Owner's receipt and appioval of the Certi�cate far Payment certi�ed by the Architect/Engineer.
The Application may include acceptable nonperishable materials delivered #o the Work ar stored
as provided for in Pat•agaaph 9.3(c) and the payment will be allowed on the net invoice value,
less taxes and applicable retainage.
(e} The City is reqt2ired ta withhold zetainage for public works contracts in which the total contract
p�•ice estimate at the time of execution is more than $4�0,000; however, this requix�ement is
typically applied by the City for all public �vorks conhacts in excess of $50,000. The City anay
reqi�ve varying percentage withholding amounts; however, the City typicall� requires five
percent. Far retainage percentages in excess of five percent, the City must deposit the retainage
into an inte�•est-beacing account and pay the interest earned to the contracto�� on completion of the
cont�act. The retainage will be withheld by the Qwner fram each progress payme�t until final
completion of the Work by the Contractor, approval of final co�rnpletion by the
Arehitect/Engineer, and finat acceptance of the Work by the Own�r. Unless other4vise requu•ed
by state law, the retainage percentage as specified above is based upon the original Contract
Sum, and wiil not be affected in the event the original Contract Sum�is subsequently increased or
decreased by Change Order.
(� No progress payments shall be xnaae on contracts where perfoi�ance and payment bonds are not
x•eyui�•ed or furnished. In such instances, payment far the Work pei�foi�ned will be made upon
f nal completion and acceptance by the Owner of all Work.
9.5 DECISIONS TO 'WITHiiOLD CERTiTICATION
(a) The ArchitectlEngi.neer or the O�vner may decide not to certify payment and znay withhald a
Certificate for Payment in �vhole or in part, to the e.�#erzt reasonably necessary to protect the
Owner's interest, i£ in the Archiiect/Engineer's or Owner's opinion the representations to the
�wner rec�uired by Subparagraph 9.4(b} cannot be made. If the Architectl�ngineer or the �wner
is unable to cei�tify pa�+ment in the amount of the Applieation, the A�•chitectlEngineer or the
Owner will notify the Contxactor as provided in Subparagcaph 9.4(a). If the Contractor and
ArchitectlEngiz�ee�� ox the Owner cannot agree on a revised amount, the Architect/Engineer will
promptly issue a Certificate for Payment far the amount for which the Architect/Engineer is able
to make the requued representations to the Ownex. The Architect/Engineer or the Owner may
also decide not to cei�tify payment or, because of subsequently discor+ered evidence or
subsequent observations, may nullify the whole or a pai�t of a Cei�tiiicate for Payment previausly
issued to such eYtent as may be necessary, in the Archztect/Engineer's or Owner's opiuion, to
protect the Owner from loss because o£
(1) defective or nonconfo�xnir�g Waz�k not remedied;
(2) thud party claims filed oz• reasonable evidence indicating probable filing of such claims;
(3} failut•e of the Contx�actor to make payments prope�•ly to Subcontractors or for labor, materials,
o�• equipment;
{4) reasonable evidence that the Work cannot be completed for the unpaid balance of the
Contract Sum;
(S) damage to the Owner or another contractor;
(6) r�asonable evidence tk�a# the Work will not be completed within the Contract Tinie, and that
the unpaid balance would not be adequate to cavez actual or liquidated damages for the
an#icipated delay;
(7) persistent failure to can•y out the Work in accordance with the Contract Documents; or
(8) mathematical or other er�ors th�zt are discovered in the Applicatian for Payment.
(b) When eacii of the above reasons that existed for withholding cei�tification are removed or
remedied, certif cation will 6e nnade for amounts pz�eviously withheld.
(c) The Owner may, at its vption, offset any progress payment or final payment under the Contract
Docun�ents against any debt (including ta�es) lativfully due ta the Ownex fiom the Contractor,
regardless of whethe�• the amount due arises pursuant to the terms of the Contract Dacuments or
otherwise and regardless of whether or not the debt due to the O�vner has been reduced to
judgment by a couz�t.
9.6 PROGRESS PAYMENTS
(a) Aiter the Architect/Engineer has issued a Ce�•ti�cate for Payment, the Owner shall nnake
payment in the manner and within the time provided in the Con#ract Docu�nents, and shall so
no#ify the ArchitectlEngineer. The Owner shall not be liable for interest on any late or delayed
progress payment or final payment caused by any clairr� a�• dispute, any discrepancy in quantities,
any :fai�ure to provide suppoi�ting documentation or other informa#ion required with the
Application for P�yment or as a precox�d�tion to payment lmder the Contt�act Documents, oi' C{ll�
to any payrnent the Owner o�• the ArchitectlEngineer has a right to rvithhold or not ceitify iinde�•
the Contract Docunnents. Notwithstanding the foregoing, the Owner may refuse to make paytnent
on any Certificate for Payment (inchiding, �vztl�out limitation, the final Certiiicate %r Payment)
for any default under the Contract Dacuments, including but not limited to those defaults set
forth in Subparag��aph 9.5(a), Clauses (1) thtough ('1). The Owner shall not be deemed in default
by reasan oiwithholding payment tivhile any Contracto�• default�remains uncured.
(b) The Cont�actor shatl px•omptly pay each Subcontractor, upon receipt of payment �iom the Owner,
out ofthe amount paid to the Cont�actor on account of eac� Subcontractor's portion o#�ihe Work,
the amount to which said Subconh�actor is entitled, reflecting percen#ages actually retained from
payments to the Contractor on account of such Subconhactoxs poz�tion of the Work. The
Contaacto; shall, by appropriate agreement with each Subcontractor, require each Subcontractor
to make payments to Sub-subcontxactors in simil�r manner,
(c} The Architect/Engineer will, on request, fuxnish to a Subcontractor, if prac#�cable, information
regarding percentages of completion or amounts applied for by the Contractor and action taken
thereon by the Architect/Engineer and the Owner on account of poi�tions of the Work done by
such Subcontracto�•.
(d) Neither the Owner nor the Aa�chitectlEngineer shall ha�ve an obligation to pay or to see to the
payment of money to a Subcontractor except as may otherwise be xequired 6y law. That
obligation belongs to the Cantcactor or, in the event o�the Cont�actor's failure to pay a
Subcontractor, to the Surety on the Payment Bond as required under Paragraph 1 l.3.
(e) Payment to material suppliers shall Ue treated in a xnannex� sin�ilar to that provided in
" Subparagrapl�s 9.6(b), (c), and (d).
( fl A Certificate for Payment, a progress payment, ox• pat�ai o�• entire use or occupancy of the
Projeet by the Owner shall not constihtte acceptance of Work not pei�formed in accordance with
the Contract Documents.
9.7 SUBSTANTIAL COI�IPLETION
(a) The Data of Suhstantial Completion of the i�Vo�•k, ox� designated portion of the Work, is the clate
cei�ified by the Architect/Engineer when construction is sufficien#ly complefed in accordance with the
City Of bentan Gene�•al Conditions For Building Construction,
{a} the Contract Doc�unents such that the Owner xnay beneficially occupy and use the Work, or
designated portions of the Woxk, �o�• the purposes for �vhich it is intended and only hivial and
insignificant items remain �vhich do not affect the Work �ts a whole,
(b} When the Cont�actor considers that the Wox�k, ox the poz�tion of the Work which the Owner
agrees to accept separately, is Substantially Complete, the Cont��actor shail prepare and submit to
th.e Architec#/Engineex a comprehensive list of remaining items to be completed or cox•�•ected.
The Contractor shall proceed promptly to complete and correct items on the list (hereinaftei•
called the "punch list"). Failure to include an itera on the punch list does not alter the
respansibility of the Contractor to coxnplete all Work in accordance �vith the Conhact
Documents. Upon �•eceipt of the punch list, the Architect/Engineex wzll make an xnspection to
deteimine whether the Work, or designated portion of the Wprk, is Substantially Complete. If the
Architect/Engin�er's inspection discloses any item, whethe� or not included on the punch list,
whieh is �ot in accordance with the �•equirements of tha Contract Documents and which renders
the Work inspected not Suhstantially Complete the Contractor shall, before issnance of the
Cextificate of Substantiat Completion, camplete or con•ect the item upon notification by the
Architect/Engineer, The Contractar sha11 then submit a reguest for another inspection by the
Architect/Engineer to dete��tnine Substantial Completion. When the Work or designated partion
af the Wo�•k is Substantially Complete, the ArchitectlEngineer �vill prepare a Certificate o�
Substantial Completion tivhich shall establish the date o� Substaz�tial Catt�pletion, shall establish
responsibilities af the Owner and #he Contractor for security, maintenance, heat, utilities, damage
to tlie Work and insu�•an;ce, and shall fix t�e time within which the Contractor shall finish ali
items on the punch list accompanying the Certificate.
(c) The Certificate of Substantial Compl�tion shall be submitted to #he Qwner and the Contractor for
their written acceptance of respansibilities assigned to thetn in the Certiiicate.
(d} Upon Substantial Completion of the Work or designated portion thezeof and upon application by
the Contractor and cei�tification by the Architect/Engineer, the Ovvner shall make payment,
reflecting adjustment in retainage, if any, fo�• the Wo�•k, o�• po��tion of the Work, as provided in
the Conti•act Documents.
9.8 PARTIAL 4CCUPANCY OR �CISE
(a) The O�vner may accupy or use any completed or partially campleted poi�tion of #he Work at an�
stage when such poxtion is designated by separate SuppiementaI A.greemernt with the Contractor,
provided such occupancy or use is consented to b�+ the insurer as requued under Subparagraph
11.2(e) and authorized by public authorities having jut�isdiction over the Work. Such partial
occupancy or use may comrnence whether or not t}�e poi�tion is Substantially Coznplete, provided
the Owner and Contractox• have accepted in writing the responsibilifies assigned to each of them
for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and
instuance, and have agreed in writing concerning the period for coi7•ection of the Work and
commencerrxent of wan•anties required by the Contract ]aocuments. When the Contracto�•
considers a poi�tion Substantially Camplete, the Contractor shall prepare and submit a list to tha
Architect/Engineer as provided under Subparagiaph 9.7(b). Consent of the Contr�ctor to ptu�tial
occupancy or use shali not be um'easonably withheld. The stage of the
(a) progress of the Work shall be detei7nined by w�•itten ag�•eeznent between the Owner and
Cont�•actor or, zf no agieerne;nt is x•eached, by decision o:f the ArchitectlEngineer.
(b) Unmediately prior to such partial occupancy or use, the Owner, Conhactor, and
ArchitectlEngineer shall jointly inspect the area to be occupzed or poztion of the Work to be used
in order to determine and �•ecoxd the condition of the Work. �
(c) Unless otherwise agreed upon, partial occupincy or use of a poi�tion or portxons of the Work
shall not constitute acceptanee of Work not conxplying with the reqnirements of the Coz�tract
Documents.
9.9 TINAL COMPLETI4N AND FINAL PAYMENT
(a) Upon receipt of w�•itten notice that the Wo�k is ready for iinal inspection and accaptance and
upon receipt of a final Application for Payment, the Architect/Engineer, accompanied by the
Owner's representa.tive, will pramptly rnake final inspection and, when the Architect/Engineer
finds the Work acceptable iinder the Contract Documents and the Contract Dflcuments fully
pe�fo�nr�ed, the Axchitect/Engineer wili px•omptly isstte a final Certifieate for Payment stating that
to the best of the Architect/Engineer's knowledge, infarmation and belief, and on the basis of the
Architect/Engineer's observations and inspections, the Work.has been completed in accordance
with tein�s and conditians of the Contract Documents and that the entire balance faund to be due
the Contractor and noted in said final Certificate is due and payabie. The ArchitectlEngineer's
final Cei�ificate foi• Payment vvill constitute a fui�ther representation that conditions listed in
SubparagY•aph 9.9(b) as a condition precedent to the Cont�actox•'s being entitled to iinal payment
have been f:i�lfilled. Owner will noi�nnally nnake final paym:ent within thirty (30) days after
O�vner's receipt and app�•oval of the final Cei�tificate for Pay.ment. Wai�anties required b� the
Contract Documents shall commence on the date of Substantial Completion of the Work, unless
otherwise provided by sepat�ate agreement beriveen the 4rvner and the Contractor.
(b) Neither final payment nor any remaining retained percentage shall become due until the
Contractor submits to the Arc�itect/Engineer;
(1) an affidavit that payrolls, bills for materials and equipment, and othex indebtedness connected
with the Work for which the Owner or the �wner's property mi.ght be responsible o�
encumbered (less amounts withheld by �wner) have been paid or otherwise satisfied;
{2) a ce��tificate evidencing that insurance t•ec�uired by the Contract Documents to remain in force
after final payment is currently in effect and will not be cancelled or allowed to expite until
at least thirty (30) days prior v�nitten notice has been given to the 4wner;
(3) a w�•itten statennent that the Contractor knows of no substantial reason that the insurance �vill
not be renetivable to cover the period required by the Cont�'act Documents;
(4) a cansent of surety to final payment; and
(S) if required by the Ownex•, othe�� data establishing payment or satisfaction of obligations, such
as reaeipts, releases and waivers of liens, claims, sec�u•ity interests or encumbrances arising
out of the Cont��act, to tlie extent and in such foiroa as may be designated by the 4wner,
(c) As a pt•econdition to �t�al payment by the Owner under this Contract, the Contractor's affidavit
under Clause (b)(1) shall state that the Contractor i�as paid each of his subconl��actors, laborers or
materialmen in full for all labor and mateiials provided to him for the Work twder this Contract.
Yri the event the Cantraotor has not paid each oihis subconh�aciors, laborers ox ma#erialmen in
full, the Cotrtractor shaIl state in tlne af�davit tk�e annount o�ved and the name of each
subconh•actor, laborer or materialtnen to whom such payment is o�ved. IN ANY EVENT, THE
CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARb
AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT
OF FINAL PAYMENT,
{d) If, after Substantial Completion of the Work, final completion of the Work is materially delayed
thiough no fai�lt of the Contractor or by issuance of Change Orders affecting final completion
and the Axchitect/Engineer confirms the delay, the Owr�er shall, upor� application by the
Contractor and cartification by the ArchitectlEngineer, and without terminating the Contract,
make p�yment of the balance due for that poi�tion of the Work fully completed and accepted. Tf
the remaining balance far.Work not fi�lly completed or coi�rected is less than retainage stipulated
in tlae Contract Documents, and if bonds hav� been fiirnished, the w�•itten consent o� siirety to
payment of the balance due for that portion of the Work fully completed and accepted shali be
submitted by the Contractor to the Architect/Engine�r prior to certi�ieation of pa�ment. Payment
shall be made under teirns and conditions governing final paym�nt, except that it shall not
constihiie a waiver of claims.
(e) The acc�ptance by the Contractor of the final payment shall operate as and shall be a complete
release of the Owner from a11 claims or liabilities under the Contract, far anything done or
fiitmished or retating to the Wo�k o� the �a•oject, or %r any act or neglect of the Otivner �elating to
or connected with the Work or the Project.
ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL
COMPLTANC�
10.1 SAFETY PRECAUTIONS AND PRO GRAMS
The Cantractor shall be responsible for initiating, maintaining and supexvising all safety precautions
and programs in conzaection with the performance of the Coni�•act, and will comply with all
applicable City, County, State and Federal health and safety regulations. �
10.2 SAFETY OF PERSONS AND PROPERTY
(a) The Contractor shall take reasonable precautions �or safety of, and shall px•ovide reasonable
protection to prevent damage, inju�y o�� loss to:
(1) employees on the Work and other persons who may be af�ected theaeby;
(2) the Work and materials and equipment to be incorporated therein, �vhether in storage on or
off the site, under care, custody or control of the Contractor ox the Contx•actot�'s .
Subcontractors or Sub-subconiractors; an.d �
(3) other propei�ty at the site or adjacent thereto, s�ECh as trees, sluubs, lawns, wadks, �avements,
roadways, structures and ut�lities not designated �Fo�• removal, relocation or replacement in the
course of conshuctiox�.
(b) The Contractor shall give notices and comply with applicable 1aws, ordinances, rules, reg�ilatzons
and la�vFul orders of public authorities beat�ing on safety of persons or property oi• their
protection from damage, injury o� loss.
(c) The Contractor shall erect and maintain, as rec�uired by existing conditions and perfoirnance of
#he Contract, reasonable safeguards for safety and protection, including posiing dangea� signs and
otlier warnings against hazards, promulgating safety regulations and notifying ownei•s and users
af adjacent sites and utilities.
(c�) When use or storaga of explosives or other hazardous materials o�• equipment or unusual methods
are necessary for execution of the Work, the Contt•actor shall exercise utmost care and carry on
such activities unde�• supex•vision of properly qualified personnel.
(e) USE OF EXPLOSIVES - CL�MS AND TOTAL INDEMNIFICATION. The (�wnez shall have
the right to pre-approve the use of any explosi�es on the Project; the Contr•actor shall not assume
in its bid that permission to use explasives will be grantecl. The Owner shall NOT be liable for
any clairrx �or additionai time or compensation as a result of the Owner's denial of pai7nission to
use explosives. Where use of explosives is permitted by the Owner, the Co�tractox EXPRESSLY
AGREES TO BE SOLELY RESPONSTBLE #'or the determination as to rvhether explosives shall
acivally be used, and for any x�esult fiom the use, handling or storage of explosives, and shall
INDEMIVIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers,
agents and empioyees, and the Architect/Engineer against any and all claims, lawsuits,
judgmen#s, costs or expenses for personal injury (including death), paoperty da�nage or other
haim for which x�ecoveiy of damages is sought, suffered by any person or persons, as the result of
the use, handling or storage of the explosives by the Contractor or any Subcontractor,
REGARDLESS OF WHET�1� SAID USE, HANDLING OR STORAGE WAS.NEGLIGENT
OR NOT, AND REGARDLESS OF WHETHER THE AAMAGE OR INJURY WAS
CONTRIBUTED TO 1N ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER,
ITS OFFICERS, AGENTS, EMPLOY'EES, OR REPRESENTATTVES, OR THE
ARCHITECT/ENGINEER AND ITS OFFICERS,•AGENTS, EMPLOYEES, OR
REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this
Contract, this paragraph controls. This indemnity pa�agxaph is intended soiely for th� benefit of
the �arties ta this Conix•act and is not intended to cr�ate or grant any rights, contractual or
other�nrise, to oi� for any other person or entity. The Contractox shall furnish the Owner and the
ArchitectlEngineez• wit� evidence of insurance sufficient to cover possible damage or injury,
which insurance shall either include the Owner and the Arcl�itect/Engineer as additional insureds
or be sufficiently broad in eoverage as to fully piotect the Owner and the ArchitectJEngineer. All
explosives shall be stored in a sa£e and secure manner, under the care of a competent wvatchman
at all tiines, and all storage places shall be marked clearly "DANGEROUS-EXPLOSIVES." The
method of storing and handling eYplosives and highly flaznmable materials shall conform to .
Federal and State laws, City o� Denton ordinanc�s, and the City af Denton Fire Depai�tment '
�egttlations. The Contractor shall notify any telecommunicatians and public utility company and
any private propei�ty owners having struchires in the px•oxinnity of the Project Site of the
Contr�tctor's intention to use e�plosives, and such notice shall be given sufficiently in advance to
enable the teleconnmunications and public utility companies and private px•opei�ty otivners to take
such steps as they may deem necessnry to protect their property fronn injury. The notice shall not
relieve the Contractor of any responsibility fo�• darnage resulting from any blasting operations.
(� The Contractor shall promptly remedy darnage and lass (other than damage or loss insuzed unde�•
�property insurance requiied by the Contract Dociunents) to p�•ope�•ty ��eferred to in Clauses
10.2(a}(2) and 10,2(a)(3) caused in tivhole or in part by the Contractor, a Subcontractor, or
anyone duectly or indirectly employed by any of them, or b� anyone for tivhose acts they may be
�iable and fot which the Contractor is responsible under Clauses 10.2(a)(2) and 1�.2(a)(3), except
damage or loss at#ributable to acts oi amissians of the Owner or Architect/Engin.ee�• or anyone
directly or indirectly employed by either of them, oi• by anyone for whose acts either of them
may be liable, and not athibutable to the fault or negligence of the Contractor or any of its
Subcontractors. The fo��egoing obligations of the Contractor are in addition to the Contractor's
obligations under Pacagraph 3.19. To the extent that any sucn damage ox loss may be covered by
property insurance or o#her instuance required by the Contract Documents, the Owner and the
Contractor shall exercise theii• best efforts to rnake a claim and obtain recovery from the insurers
ta provide foz• the cost, in whole or in pai�t, of the repair woik or to provide �ox reimbwsement for
such damage or loss.
{g) The Connactor shall designate a responsible mamber of the Contractor's organization at the site
whose duty shall be the preve�ntion of accidents. This person shall be the Contractor's
superintendent unless other4vise designated by ihe Cantractor in `vriting to the Owne�• and
Architect/Engineer. .
(h) The Contracior shall not load or permit any part of the Work or tl�e Project site to be loaded so as
to endanger its safety.
14.3 EIZERGENCIES
In an erme�gency affecting safety, health, or security of persons or property, the Cont�•acto�• shall
act, at the Contractor's discretion, to prevent th�.�eatened darnage, injury, or lass. Additionai
compensation or extension of time claimed by the Contractor on account of an emergency shall be
determined as provided in Paragraph 4.3 and Ai�ticle 7.
10.�t PUBLIC CONVENIENCE Al�tll SAF�TY
{a) The Coniractor shall place materials stored about the Work and shall conciuct the Work at all
times in a mannea t�aat causes no greater abstruction to the public than i$ considered necessary
by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the
Owner. The materi�ls excavated and the construction materials or plant used in the
performance of the Work shall be placed in a manner that does not endanger the Woi•k or
prevent fi�ee access to aIl fi�•e hydrants, water mains and appurtenances, wate�• valves, gas
valves, rnanholes for the telephone, telegraph signal or electric conduits, waste�vater mains and
appua�tenances, and fu•e alaixn oa• po�ice call boxes in the vicinity.
(b) The Owner reseives the right to remedy any neglect on the pat�t of the Contractor in regard ta
putalic convenie�nce and safety which may con�e to ti�e Owner's attention, afte�• twenty-four {2�)
hours notice in writing to the Contractor. In case of an emergency, the Owner shall have the
right to immediately remedy any neglect without notice. In either case, the cosi of any work
done by the Owner to remedy the Contractor's neglect shall be dedttcted fiom the Con#ract
Sum. The Contractor shall notify the City Traffic Control Department when any street is to be
closed or obstiucted. The natice shall, in the case of major thoroughfares or st�eet upan which
h•ansit lines operate, be forty-eight (48) hours in advance. The Owner x•eserves the right to
postpone or pa•ohibit any closure ox• obsituction of any streets or thoa•oughifares to the e.ctent
necessu•y for the safety and beneiit of the traveling pubiic. The ContractQr shall, tivhen directed
by the Architect/Engineer or the Owner, keep any street or streets in condition for unobstructed
use by City depax�tments. When the Contractor is required to constiuct temporary bridges or
znake other arrangements for crossing over ditches or around•st�•uctures, the Contracto�•'s
responsibility for accidents shall include the roadwa� approaches as well as the crossing
struchues.
10,5 BARRICAD�S, LIGHTS AND WATCHiiIZEN
If the Work is carried on or adjacent to any street, alley or public place, the Cont�actor shall, at the
Contractor's own cost and expense, furnish, erect and mnintain sufficient ba�7�icades, fences, lights
and danger signals, shall provide sufficient watchmen, and shall take sueh other precautionary
measures as are necessat•y for the p�•otection of persons or property and of the Wo�k. All bar�•icades
shall be painted in a color that ��ill be visible at night, shall indicate in bold letters thereon the
Contractor's name and shall be illuminated by lights from sunset to sunrise, The teirn "lights," as
used in this Paragraph, shall mean flares, flashe�•s, ox othex• illuminated devices. A su�'ficient
number of barricades with adequate markings and directional devices shail also be erected to keep
vehicles fiom being diYVen on or into any Work under construction. The Contractor will be held
responsible for all damage to the Worl� due to failure of banicades, signs, lights and watchmen to
protect the Work. Whenever evidenee is found of such damage, the ArchitectlEngineer may order
the daa�aged poztion immediately removed and xeplaced by the Contractox• at Conhacto�•'s cost and
expense. The Contractor's responsibility for maintenance of barricades, signs, and lights, and for
providing watchmen, sha11 not cease until the Project has bean imally accepted by the Owner.
10.6 PUBLIC UTILITIES AND UTHER PROPERTIES TU BE CT-iANGED
In case it is necess�y to change or move the propei�ty of the Owner or of any telecommunications
or public utality, such propei�ty shall not be x�emoved or inte�•fered with until oxdered to do so by the
Architect/Engineer. The right is rese�•ved to the owner of any p�iblic or private utilities to enter
upon the Project site for the purpose of making such changes or repairs of their propeirty that may
become necessa�•y dui7ng the perfoirnance of the Work. The Owner rese�ves the right of enhy
upon the Project site for any purpose, including repairing or relaying sewer and tivater lines and
appiii�tenances, repairing structures, and for making other repairs, changes, ar extensions to any of
the Owner's propecty. The Owner's actions shall con,�oxan to the Contractoz's cunent and approved
schedule for the perfoi7nance of the Work, provicled that piopar notification of schedule
requirements laas been given to the Owner by the Con�fi�acto�.
10.7 TENIl'QR.ARY STORM SEW�R AND DRAIN CONNECTIONS
When existing storm sewers or dx�ains have to be taken up or removed, the Contractor shall at his
own expense provide and maintain temporary outlets and connections for all public and �rivate
storm sewers and dz•ains. The Contractoz• shall also take care of all storm sewage and drainage
which wili be received from these storm drains and sewers; for this purpose, the Contractor shall
px•ovide and maintain, at the Contrlctor's own expense, adequate pumping facilxties and temporary
outlets or diversions. The Conhactor shall, at the Gontractor's own expense, construct such
traughs, pipes, or other stilictures necessary and shall be prepared at all times to dispose of storm
drainage and sewa�e received �iom these tennporary connections until such time as the pez•ananent
connections are built and in seiwice. The existing storm se�vers and coniiections shal.l be kept in
seivice and znaintained under the Contract, except where specified or ordered to be abandoned by
the Architect/Engineer, AlI stoz•m water and sewage shall be disposed of in a satisfactory manner
so that no nuisarcce is created and that the Work unc�er const�uction t�ill be adequate�y protected.
1.0.8 ARRANGEMENT AND CHARGE I�'OR WATER FURN�SHED BY THE OV�NER;
ELECTRIC�TY FOR THE PR4JECT
(a) When the Contractor dasires to use the Owner's water in connection with the Wot�k, the
Contractox s�atl make complete arr�d satisfactary ai�rangetnents with the Denton Water Utilities
Depaetment and shall be responsibie for the cost o� the water the Contxactor uses, Where nxeters
are used, the cha�ge tivill be at the regular established rate; where no meters a�•e used, the charge
will be as prescribed by City ordinance, or where no ordinance applies, �payment shall be based
on estimates tnade by the Denton Water Utilities Depai�tnnent.
(b) The Contractor shall.make complete and satisFactoiy airangements for electricity and metered
electrical connections with the Ownez o�� with Denton Municipai Elee#ric in the event that
separately inetered elect�ical connections are required for the Projeet. The Cont�actar shall pay
for all electricity used in the performance of the Woz•k tluough separate rnetered electrical
co�nnections obtained by the Contractor thraugh the City of Denton.
10.9 UST OF FIIt� HYDRANTS
The Contractoi•, Subcont�actors, and any other person working on the Pxoject shall not open, turn
off, intei�fere with, attach any pipe or hose to, or connect anything with any fue hydrant, stop
valve, or stop cock, or tap any w�tet rnaain belonging to the �wner, unless duly authorized to do so
by the Denton Water Utilities Department in accordance with the Denton City Code.
1a.Id ENVIRONMENTAL COIVIPLIANCE
(a) The Contractor and i#s Subcontractors are deemed to h�.ve made themselves familiar with and
at all times shall comply with a11 appiicable Federal, state or local laws, z�ules, regulations,
o�dinat�ces, and rules of comrr�on law now in effect (including any amendments now in
effect), relating to the environment, Hazardous Substances or exposure to Hazardous
Substances, including but nat limited to the Comprehensive Envuanmental Response,
Compensation and Liability Aet of 1980, 42 U,S.C.A, §§ 9601, et seq.; the Haza�dous
Materials Transportation Act, 49 U.S.C,A. §§ 1801, et seq.; the Resource Consetvation and
Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Con#ral
Act, 33 U.S.C.A §§ 1201, et sec�.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et
sec�.; the Clean Air Ac#, 42 U.S,C.A. §§ 74QI, et seq,; the Safe Drinking Water Act, 42
U.S.C.A. §§ 3808, et seq., and any cuxx•ent judicial or administrative inteipretaiion of these
laws, i•ales, regulatians, ordinances, or rules of common law, including but not limited to any
judicial or administrafive order, consent decree, or judgment affecting the Project.
(b) In the event the Contractor encounters on the site mate�•ials reasonably believed to be a
Hazardous Substance that have not been �•endered harmless, and removal of such materials is
not a pai�t of the scope of Work required under the Cont�•aci Documents, the Contractor shall
immediately stop Wo��k in the affected area and report in writing ihe facts of such encounter
to the Architect/Engineer and the Owner. Wo�k in. the affected area sha11 not thereafter l�e
resumed except by tivritten order of the�Owner unless and until� the mate��ial is deteimined not
to be a Hazardous Substance or the Hazardous Subs#ance is remediated. The Owner may
choose to rerrzediate th� Hazazdous Substance with a separate contractor ai� tlu�augh a Change
Order with the Cont�actor, Tf the Ownea detei•mines that the Hazardous Substance exists in
the affected area due to the fault or negligence af the Contractor or any of its Subcontractors,
the Contractar shall be responsible for remediating the condition at the sole e�pense of the
Conttactor in accox•dance with the Conhactor's APPROVED Spill Remediation Plan. An
extensian of the Contract Time for any delay in the progress schedule caused as a result o�
the discoveiy and remediation oi a Hazardous Substance may be granted by the Owner only
if all rem�ining Wo�•k on the P�•oject must be suspended and the delay cannot be made up
elsewhere in the progress schedule. Any request �ox an e.ctension of the Conh•act Time
�elated to the discovery and remediation of a Hazardous Substance is subject to the
provisions of Paragraph 4.3 and A�ticle 8.
(c) The Contracto�• shall be responsible far identi#ication, abatement, cleanup, control, removal,
rennediation, and disposal of any �-Tazardous Substance brought into or upon the site by the
Contractor or any Subcontractox ax• Supplier. The Cantractor shall obtain any arnd all permits
necessary for the legal and proper handling, t�a.nsportation, and disposal of the Hazardous
Substan.ce and shall, prior to undei�taking any abatement, cleanup, control, removal,
rennediation, and disposal, notify the Owne�• and the ArchitectlEngineer so that they may
observe the activities; provided, however, that it shall be the Coniaactor's sole responsihility
to comply with all applicable laws, rules, regulations, or ordinances governing the activities.
(d} Spill Px•evention Plan. At lenst seveniy-iwo (72) hours prior ta conunencing pei�foimance of
any of the Work at the Project site, the Contractor sha11 submit to the Ownex fox• review and
approval a Spill Prevention and Response Plan (SPRP) meeting the requirernents of federal
and state law, rules, and regulations. The SPRP shall be specially designed fo� the
Contt•actor's planned work methods and pxocedu�•es. The SPRP shall be designed to
complement all applicable safety standards, fire preven-tian regulations, and pollution
prevention policies and p�•ocedures. The SPRP shall include estimates of the quantity and rate
of £low should equipment fail, and detail containment or diversionary structtues to prevent
spills from leaving the site or migrating into adjacent propei�ties oi• navi�able wateas. The
SPRP shall include methods of recovery of spilled materials and all applicable twenty-four
(24) houx� enaergency phone numbers, including without limitation that of the Owner's
Project Manager or other designated representativa. The Contractor shall not commence any
field woik pi7or to approval of such plan by the Ownez. '�'l�e %]lotiving additional rales shall
apply with respect to spills caused by the Contractor or a Subcontractnr:
(1) The Cont��actor shall immediately report any spill or release at the Project site, whether or
. not it is associated with this Contract, to the O�rtner's Project Manager or other
designateci representative. Thereafter, within two (2) working days after the occui�ence of
such event, �iie Contractor shall submit a written re�ort describing such event in a degree
of detail reasonably acceptable to the Owmer.
(2) The Conhactor shall in�mecliately respond irz accordance with the SPRP in the event of a
spill.
(3) The Contractor shall dispose of spilled inaterials in accordance �vith EPA and Texas
Comn�ission on Environmental Qi�ality (TCEQ) regulations and any other appIicable
federal, state, or local laws, rules, or regulations. In connection with such disposals, the
Contraator shall use only those h•ansporters and disposal facilities that are approved in �
advance in writing by the Owner. A copy of all transpoi�t manifests for t�e s�illed
materials shall be obtained and retained in the Contractor's reco�•ds for refe�•ence
purposes, #o be provided upon iequest of the Archztect/Engineer, the Owner, or any
gove�nmental x•egulatory agency with jurisdiction over the matter. ALL COSTS OF
COLLECTION, CONTAINMENT, AND DISPOSAL OF SPIC.,LED MATERIALS
SHALL BE THE SOLE RESPONSIBILITY OF THE CONTRA.CTOR.
{�) For puiposes o� this Subparagraph (e}, the term "spill" includes any kind of
environmentai discharge or release,
(e) Ciean Au Management P1an. The Contractor shall camply with the Clean Air Management
Plan submitted to ana approved by the Owner during the cQntractor selection process. The
Owner reserves the right, at the Conhactor's sole expense, to require the removal ox
retcofitting of any equipment used in #k�e course of construction tha# does not comply with th�
Plan submitted to and approved by the O��wner.
( fl� The Contractor shall deposit suiplus o� waste eYCavatic�n or other materials removed as part
of the Work at a legal dispusal site in accordance with all applicable state, federal, and local
laws, rules, regulations, and o�di�nances. The Contractoi• shall submit to the Owner for review
and appraval a11 planned disposal sites or prop�sed uses fox the surplus or waste escavation
or othex matez•ials pzior to remaval of any excavation or ofher material from the Project site.
A copy of all transport manifests for starplus or waste excavation ar othex• mate�•ials shall he
obtained and retained in the Contractor's records for reference purposes, to be provided upon
request to the ArchitectlEt�gineer, the Owner, or any govez•nmental reg�ilatory agency with
jurisdiction over the matter.
(g) The Contractor is responsible for obtaining all TXl'DES Storm Wate�• Pertnits from TCEQ
fo� construction af the Froject undei regulations contained in 40 CFR Pai�t 122, as amend.ed,
pursuan# to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These regulations require the
�ling of a notic� of intetrt to abtain and abide by the general storm watex pe�rnit for
constrttction activities prorr�ulgated by EPA, including but not limited to cleaning, grading,
and excavation that disturb the applicable amount of tvtal land area, In addition, the
Contractor shall eompl� with a�l regulations of the Owner relating to sto�•zn water and storm
water runoff managemen# at the �'roject site piusuant to Cha�ter 19, Article IX, Denton City
Code, as amended. �
(h) The Contractor shatl not install any materials in the pe�•forrnance of the Work that contain
asbestos or asbestos-related mateixal such as hydrated mineral silicate? inchiding ciuysolite,
amosite, crocidolite, tremolite, anthophylite or actinalite, whether friable or non-fi�iable.
(i) The �wner reserves the ztight in its sole option to exei•cise the following remedies (without
waiving the i7ght to pursue the imposition of any ci�vil or criminal fines ox• penalties that may
be imposed under state, federal, ot• local lavvs or ord'uiances), at no additional cast ta the
Ownei• and without an e:�tension of the Contract Time, in the event the Con#ractox• fails or
��efuses after seveza (7) days advance written notice from the Ownex to comply with the
provisions of this Paragraph 10,10, the teirns of the SPRP, the terms of the Clean Air
Management Plnn, any storm water permit or other en�vuonment�l pei�nit issued in
connection with the �Vork, or any applicable envu•onmental law, rule, regulation, or
ordinance:
(1) suspend all oa• any portion of ttie Work until the noncompliance is corrected, or until a
detailed plan to achieve compliance within a ieasonably pxom�pt period of time is
prepared by the Contractox and approved by the Owner;
(2) if the Contractor fails to properly addtess the noncompliance within the tizne stipulated
by the O�vne�•, perform the necessary remediation or conection �vork and backcharge the
Contractor for the cost of the remediation or car�ection; o�•
(3) tei�nina#e the Conta•act for cause as provided in Article 13.
A.RTICLE 11 INSURANCE AND BONDS
11.1 CONTRACTOR'S INSURANCE
Contractors shall refer to Attachment A for all City of Denton insurance requirements.
11,2 PROPERTY INSURANCE
Conh•actoi•s shall refe�• to Attachment A for ail City of Denton insurance requirements.
1�.3 `UMBR�LLA' LIABILITY INSURANCE
Contractors shall refer.to Attachment A for all City of Denton insurance requirements.
11.4 POLICY ENDORSEMENTS A1V�D SPECIAL CONDITIONS
Contractors shall refer to Attachment A for all City of Danton insurance requiz•ements.
11.G PERFORi1�IANCE AND PAYIVI�NT BONDS
(a) Subject to the provisions of Subparagraph 113(b), the Conhactoz shall, with the execution and
delivery of the Constt�uction Se�•vices Agreement, furnish and file with the Owner in the amoun�ts
required in tlus 1'aragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, tivhich
surety bonds shall be in accordance with tlne Chairter af the City of Denton and the provisions of
Chapter 2253, TeYas Government Code, as amended; each bond shall be signed by the
Contractor, as Princi�al, and by an esta.blished bonding �ompany, as surery, meeting the
requirennents of Subparagraph 11.3(c) and approved by the Owner. The surety bonds shali be
accompanied by an app�•opriate Power-of-Attorney clearly establishing the eYtent and limitations
of the authority oi each signer to so sign:
(1) Pei�formance Bond. A, good and sufficient bond in an aanount equal #0 100% of the total
Contract Sum, guaranteeing the fiill and faithful execution of the Work and pez�arn�ance of
� the Contract in �ccax�dance with Plans, Specifications and ail othe�� Conti•act Documents,
including any Amendments thereof, for the protection of the Owner. This bon�d shall also
provide far the repAir and maintenance of all defects due to faulty materials anci
workmanship that appea�• within a period af rivo {2) yeat• fi�om the date of final campletion
and acceptance of the improvements by the Owner or lesser or longer periods as may be
otherwise designated in the Contract Documents.
(2} Payment Bond. A good and suff'icient bond in an amount equal to 100% of the tofal Contract
Suzn, guaranteeing the full and p�•ompt payznent of all claimants supplying labor or materials
in the prosecution of the Work provided for in the Contract Documents and any Amendments
thereto, and fox the use and pro#ection of each claimant.
(b} Ii the Contract Sum, including Ownex�-accepted alternates and allowat�ces, if any, is greater than
$100,000, Performance in 140% of the Contract Sum are mandata�y and shall be providect by the
Contractor. If the Contract Sum is greater than $50,000 but less than or equal to $1Q0,000, anly a
PZyment Bond in 104% of the Contract amount is mandatoa�y; provided, however, that the
Contzactox• may elect to fiunish a Perfarman,ce Bond in the same amount if the Contractor so
chooses. If the Contract Sum is less than or equal to $25,000, the Cantr�actor �nay elect not to
provide i'ei�foitinance and Payrnent Bonds; provided that in sucl� event, no money rvill be paid to
the Coni�actor until finai completion and acceptance of all wot•k by Owner. If the Connactor
elects to p�ovide Performance and Payment Bonds 100% of the total Contract Sum, prop,n•ess
payments in accordance �vith these Gene�•al Conciitions shall be disbursed.
(c} No surety will be accepted hy the O�vner who is now in default or delinquent on any bonds or
who is a�arty to any litigation against the Owner. All bonds shall be made and esecuted on the
Owner's standard forms, shall be approved by the Ovvner, anc� sha11 be executed by not less than
one coiporate surety that is authorized and admitted to do business in tk�e State of Texas, is
licensed by the State of Te:cas to issue surety bonds, is listed in the most current United States
Departnnent of the Tteasury List of Acceptable Sureties, and is othe�wrrise acceptable to the
Owner. Each bond shall be executed by the Contractor and the surety, and shal� specify that iegal
venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety
shall designate an agent xesident in Denton County, Texas to whom any requisite statutory
notices may be delivez•ed and on whom service of p�•ocess may be had in matters arising out of
the sttretyship.
(d) The person or persons, partnership, company, firm, Limited Liability Corrzpany, association,
caipo��atxon, or other business entity to whom the Contract is awarded shall, within ten (10) days
after such award, sign the required Contract with the Owner and provide Yhe necessary surety
bonds and evidence af insurance as required under the Canhact Docutnents. No Contract shall be
binding on the Owne�• until it has been approved as to fortxi by the City Attoi�ney, executed for
the Owner by the City Manager, the performance and payment bonds and evidence of insurance
have been furnished as requized by the Contract Dacuments, and the fully executed contract has
been delivered to the Contractor. �
(e) The failure of the Contractor to execute the Contract o� delivex• the required statu.tory bonds and
evzdence of insurance within ten (10) days after the Contract is awaided or as soon the��eafter as
the Owner can assemble and deliver the Contract shall constitute a naatexial breach of the
Caz�t�actor's bid proposal and the Own.er may rescind the Contract award and collect or retain
the proceeds of the bid security. By reason of the uncertainty of the inarket pxices ot• materials
and labor, and it being impracticable and difficult to deteiynine accu�ately the amount of
damages occui�ing to tl�e Owner by reason of the Cont�•actor's failure to execute and fiirnish the
statutaiy bonds and to sign the Contract within ten (10) c�ays, the filing of a bid proposal with the
accompanying bid security will be considered as an acceptance of this Subparagraph 11.3{e}, 7n
the event the Owner should re-advei�tise for bids, the defaulting Contractor shal� not be eligible to
bid, and ihe lowest responsible bid obtained in: the re-advei�isement shall be the bid referred to in
this Pa�•agraph.
ARTICL� 12 DEFECTIVE AND NONCONFORMYN'G WORK
12,1 UNCOVERING OF WORK
(a) If a portion of the Work is covered contrary to the Architect/Engineer's request or to
requirements specifically expx•essed in the Con�ract Docurn;ents, the Woik must, if requued in
tivriting by the Architect/Engineer, be uncovered for the ArchitectlEngineer's observatzon and
be replaced at the Contractor's expense without change in the Conhact Tzme.
(b} If a portion of the Work has been covex�ed tivhich the ArchitectlEngineer has not specifically
requested to observe prio�• to it being covered, the Axchitect/Engineer may request to see such
Work and it sha11 be uncovered by the Contractor. If such i�Vork is in aeco��dance with the
Contract Documents, eosts of uncovering and replacement shall, by app�•opriate Change Order,
6e cha�•ged io the Owner, if any Woz•k is noi in accordance with the Contract Documents, the
Contractor shall pay the cosis of uncovering, repair, replacement unless the condition was
causec� by the Ownex oz• a separate contr�ctor in which event the Owner shali be responsible fo�•
payment of such costs.
I2.2 CORRECTION OF WORK
(a) The Contractox shall promptly coi7�ect Wo�k a•ejected by the Architect/Ex�gineer as failing to
conform to the requirements of the Contract Documents, whether observed 6efore or after
Substa.ntial Completian and whether or not fabi7cated, installed or completed. The Contractox
shall bear eosts of cozxecting such rejected Work, including additianal testing and inspections
and compensation for the Architect/Engineer's services and expenses made z�ecessary thereby.
(b) If any of th� Work is found to be de#'eotive or nonconfarming with the requirements of the
Contract Documents, the Contractor shall correct it promptly after receipt of wx�itten notice
fiom the A�•chitect/Engineer or the Qwner to do so unless the Owner has �i•eviously given the
Contractar a written acceptance oY• waiver of the defect or nonconformity. The Contractor's
o6ligation to correct defective or nonconforming Work remains in effect for:
(1 } one year after the date of Substantial Completion of the Work or designated portion of the
Work;
(2) one year after the date for commencemant of wari•anties established by agreement in
connection with partial occupancy under Subpax•agraph 9.8(a}; or
(3) the stipulated duration of any applicable special waxxanty required b�r the Cantract
Docuxx�.ents.
(c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to
portions of the Work performed, repaired, or corrected after Substantial Completion by the
period of time between Substantial Connpletion and the actual compietion of the Work.
(d) Tkce obligations of the Contracto�• under this Paragraph 12.2 shall survive fmal acceptance oF
the Work and termination oithis Contract. The Owner shall give notice to the Contractor
promptly after discovery of a defective or nonconforrning condition in the Work. The one-year
period stated in Clauses (b)(1} and {b)(2) does not limit the ability of the ��vner to require the
Contractor to cozrect latent defects or nonconformities in the Work, which defects or
nonconfoi7nities could not have.been discovered tluough reasonable diligence by the Owner or
the Architect/Engineer at the time the Work was perfoi7ned or at the tirne af inspection fox•
cea�tiiication of Substantial Completion or Final Completion. The one year period also does not
relieve the Contractor from liability fo�• any defects o�• deficiencies in the Work that may be
discovered a#�er the expiration of the one year correction period.
(e) The Contractor shaIl remove from the Project site poi�tions of the Wark which are not in
accordance with the requi�•ements oithe Contract Documents ar�d are neither coi�ected by the
Conh�actor nor accepted by the Owner.
(fl If the Contractor fails to coi7ect defective or nonconforming Work within a reasonable tinne
a:ftex• notice frorn the Owner o�• the Arck�xtect/Engineer, the Owner may correct it in accordance
with Paragraph 2.�. If the Contractor cloes not px•oceed with cox�rection of defeetive or
nanconforming Work �vithin a reasanable time iixed by w�•itten notice frozxa the
Architect/Engineer, the Owner may remove or replace the defective or nonconforming Work
and store the salvageable �naterials or eq��ipment at the Cont�actor's expense. If the Cont�•actor
does not pay costs of removal and storage within ten days after written notice, the Owner may,
upon ten (10} additional days r�vritten notice, sell the materials and equipment at auction or at
private sale and shall account far the proceeds after deducting costs and da�nages that should
have been borne by the Contractor, including compensation for the Architect/Engineer's
s�ivices and eYpenses made necessary as a result of the sale. If the proceeds oi sale do not
cover costs which the Contractor should have borne, the Contract Sum shall be x�educed by the
deficiency. If payments due to the Contractor then or thereafter are not sufficient to covex the
deficiency, the Contzactot• shali pay the difference #o the Owner.
{g} The Contractor shall bear the cost of correcting destroyed or darr�aged construction of the
Owner or separate contractors, whethei the construction is completed or paitially completed,
that is caused by the Contractor's coi�ection ar �•emov�l of Wark which is not in accordance
�vith the rec�uirements of the Contract Documents.
{h) Nothing contained in this �'axag�aph 12,2 shall be constiued to es#ablish a period of limitation
�vith respect to other obligations which the Contractot• might have under the Conhact
Dacuments. Establishment of the �ne-y�ar time period as described in Subparagra�h 12.2(b)
relates only to the speciitc obligation of the Contractor to cor�ect the Work, and has no
relationship to the time within which the obligation tu connply with the Conhact Documents
rnay be sought to be enforced, nar ta the time wiihin which proceedings may be commenced to
establish the Contractor's liability with �espect to the Contractor's obligations other than
specifically to correct the Work.
(i) Any Work repaired or replaced pursuant to this Ai�ticle 12 shall be subject to the provisions af
Article i 2 to the same extent as Work originally performed or installed.
12.3 ACCEPTANC� OF NONCONFORMING WORK
The Owne�• may, in the Owner's sole discretion, accept 'UVork which is not in accordance with the
requirements of the Contract 77ocuments instead o� rec�uiring its removal and correction, in rvhich
case the Contract Sum rvill be reduced as appropriate anci equitable, The adjustment will be
accomplished whethe� vr not final payment has been made.
ARTICLE 13 COMPLETION OF THE CUNTRACT; T�RMINATION; TEI�IPOR.A.RY
SUSPENS�ON '
13.1 FINAL COMPLETION OF CONTRACT
The Conhact will be considered completed, except as provided in any wal�anty ar maintenance
stipiilations, bond, aa• by law, when all the Wark has heen finally completed, the final inspection is
made by the Architect/Engineer, anct final accept�.nce and #`inal payment is made by the Owner.
13.2 WARRANTY FULFILLMENT
Prio�• to the expiration of the speciiied warranty period provided for in tl�e Contz•act Documents, the
At•chitect/Engineer will make a detailed inspection of the Work and will advise the Cont�actor and
the Contractor's Surety ofthe items that xequixe coaxection. The Architeet/Engineer �vill make a
subsequent inspection and if the corrections have been properly performed, the Architect/Engineer
will issue a letter of release on the maintenance stipulations to the Contractor and the Surety, �f for
an� reasan the Contractor has not made the requn•ed conectioz�s hefo�•e the espiration of the
wai�ranty period, the waiyanty provisions as provided for in the Contract Documents shall remain in
effect �ntil the coi7ections have been properly performed and a letter of release issued.
13.3 T�RMINATION BY THE OWNER FOR CAUSE
(a) Not�vi#hstanding any other provision of these General Conditions, the Work or any poi�ion of
the Wox•k may be te�rninated immediately by the Owner for any good cause aftea• giving seven
(7} days advance tivritten notice and opportunity to ct�t•e to the Con#racto�•, including but not
limited ta the following causes:
(1} Failure or refusal of the Cont�actor to start the 'VVork within ten {10) days after the date of
written notice by the Owner to comrnence the Work.
(2) A reasonable belief that the progress of the Work being made by the Canti�acto�� is
insufficient to complete the Woi•k within the specified time.
{3) Failure or refusal of the Contractor to provicle sufficient and proper equipment or
construction forces to properly execute #he Work in a timely mannez•.
(4) A reasonable belief that the Cont�•actor has abandoned the Work.
(S) A reasonable belief that the Contractor has become insolvent, banktupt, or aiherwise�
iinancially unable to cai�y on the Work.
(6) Failure or refusal on the pa��t of the Contractox to observe any iec�ui�•emeiits of the Contract
Documents or to compIy with any tivritten orders given by the Architect/Engineer or the
Owner as provided for in the Contract Documents.
(7) Failure or refusal of the Contractor to promptly make good any defects in matei�als or
workmanship, or any defects of any nature, the coi7�ection of which has been directed in
writing by the AxchitectlEngineer.
{8) A�•easanable belief by the Owner that collusion exists or has occui7ed for tlie purpose of
iI�egally procuting #he Conhact or a Subconh�acto�•, oz that a�raud is being perpetx•ated on
the Owner in connection with the construction of Work under the Contract.
(9) Repeated and flagran# violation of safe working procedut•es,
(IO) The �ling by the Contractor of litigation against the Owner prior to completion oithe
Work,
{b) When the Woi�k or any pox�tion of the Woz•� is tex�nninated for any of the cazises itemized above
o�• for any other cause except termination for convenience pursuant to SUbpaFagraph 13.3(e},
the Contractor shail, as of the date specified by the Owner, discontinue the Work or portion of
the Work as the Owner shall designate, whereupon the surety shall, within fifteen (I S) days
after the written notice of tei7nination fox� cause has been served upon the Conh•actor and the
surety or its authorized agents, assume the obligations of the Contractor for the Wo�•k or that
pot�tion of the Work tivhich the Otivner has ordered the Contractor to discontinue and may:
(1) perform the Wo��k with fo�•ces employed by the sux•ery;
(2) �vith the �vritten consent af the Owner, tender a replacement cont�actor to take over and
pei�'o��n the Work, in. which event the surety shall be responsible for and pay the amount
of any eosts requzred to be incurred for the completion of the Work that are in excess of
the amount of funds retnainan� under the Contract as of the time of the termination; ar
(3) with the �vritten consent of the Owner, tender and pay to the Owner in settlement the
amount of money necessa�y to finish the balance of uncompleted Work under the
Conttact, cor��ect existing defective or noncon�or�cning Work, and compensate the Owner
for any other loss sustained as a result of Contractor's default. .
In the event of termination for cause involving Clai�se (b){1) o�� (b)(2), the Surety shall
assume the Contractor's place in all respects, and the arnount of funds rernaining unpaid
under the Contract shall be paid by the Owner for all Work peiformed by ihe surety or the
�eplacement contractox• in accordance with the teims of the Contract Documents, subject� to
any rights of the 4wner to deduct any costs, damages, or liquic�ated or actual damages that
the Owner may ha�ve incui�ed, including but not limited to additional fees and expenses o�
#he ArchitectlEngineer and attoz�neys fees, as a result of such teirnination.
(c) The balance of the Contract Sum remaining at the time of the Contr�ctor's default and of the
texmnination sha11 becoane due and payable to the surety as tl�e Work progresses, subject to all
of the teirns, covenants, and conditions of the Contract Documents. If the surety does not,
within the time specified in Subparagraph 13.3(b), exea•cxse xts oblxgation to assume the
obligations of the Contract, or that poi�tion of the Contract which the Or�vner has ord�r.ed the
Contractor to discantinue, then the Owner sh�ll have the power to complete the Work by
contract or otherwise, as it may deem necessary, The Contcacto�� agrees that the Owner shall
have the right to #ake possession of or use any or ali of the materi�ls, plant, tools, equipment,
supplies, and property of every kind provided by the Contractor for the purpose of the Work,
and to procure other tools, equipment, labor, and materials for the completion of the Work,
�tnd to charge to the account of the Contracto�• the expenses of completion and labor,
�aatez�zals, tools, ec}uipment, and incidental expenses. The expenses incurred by the Owner to
complete the Woak shall be deducted b� the Or�vner out of the balance of tk►e Contract Sum
remaining unpaid to or unearned by the Contractor. The Contractor and the surety shall be
liable fo the O�vner for any costs inci�i�•ed in excess of the balance of the Cantract Sum for the
compietion and co�xection of the Work, and for any othez• costs, daxnages, ex�enses (including
but not limited to additional fees of the Arclutect/Engineer and attorney's fees}, anc� liquidated
or achial damages incu�red as a result af the termination.
(d) The Owner shall not be required to obtain the lowest bid for the Work of completing the
Contract. as described in Subparagraph 13.3(c), but the e:cpenses to be deducted fi•om ihe
Contr�et Sum shall be the actual cost of siich Work, Tn c�se the Owner's expense is less than
the sum which would have been payable i�nder the Contract, if the satne had been completed
by the Contractor, then the Owne� xnay pap to the Contractor (or the Sure#y, in the event of a
complete termination for cause) the difference in the cost, provided that the Conta•actox (or the
Surety) shall not be entitled ta any claim for daxnages or for loss of anticipated profits. In case
such expenses for completion shall eYeeed the amount which would have been payable t�nder
the Cont��act ii the same had been cotnpleted by the Contractor, then the Contractor and his
Sureties shall pay the annount of the excess to the Owner an notice fi•oxrx tl�e �wne� for excess
due. When only a pai�ticular part of the Work is being carried on by the O�vner by contract oa•
otherwise under the provisions of this Subparagraph, the Contractor shall continue the
�•ez�ainder of the Work in conforn�ity with the texms of the Cont��act, and in such manner as
not to hinder or interfere with the performance of worlcmen employed and px�ovided by the
O�vne�•.
(e} The right to terminate thxs Contract for the convenience of tke Owner (including but not
limited to nonapp�•opriation of funding} is expressly ��etained by the Ownet�, In the event of
termination for con�venience, the Or�vner shall deliver at least ten (10) days ad�vance written
notice af tei7nination for convenience to the Contractor. Upon the Contractor's receipt of such
written notice, the Contractor shall cease the perfoiznance of the Vilork and shall take
x•easonable azad a��ropriate action to secure and protect the Wo��C �n place. The Conhactor
shall then be reimbursec� by the Ovvner in accordance with the terms and provisions of the
Contract Documents, noi to exceed actual labor costs incui�ed, materials stored at the Project
szte o�• away from the Pxoject site as approved hy the Ownet but not yet paid £or, plus act�ial,
reasouable, and documented termination charges, if any, paid by the Contractor in connection
with the Work in place which is completed and in confoitinance �vith the Contract Doc2unents
to the date of termination for canvenience. No amount shall ever be due to the Contractor for
lost or anticipated profits.
13.4 TEMPORARY SUSPENSION OF THE WORK
(a) The Work ar any poi�tion of the Work may be temporarily suspended by the Owner
immediately upon w�•itten notice to tiae Contractor for any �'eason, iz�cluding bitt not limited to,
(1) the causes described in Clauses 13.1(a)(1) thraugl� (a)(10) above;
(2) where other provisions in the Cont�•act Documents require or peirnit temporaiy siispension
of the Wax�k;
(3) siivations where the Work is threatened by, contiibutes ta, or ca�ises an imnaediate thz•eat
to publzc health, safety, or security; or
(4) otrier unforeseen conditions or circumstances,
(b) The Contractor shall immediately resume the teznpoa•arily suspended Work when ordered in
writing by the Owner to do so. The Owner shall not under any circurnstances be liable fo�• any
claim of the Contractot� arising from a temporary suspension due to a cause c�escribed in
Clause (a)(1) above; provided, ho�vever, that in #he case of a temporary suspension far any of
the reasons described under Clauses (a)(2) through {a)(4), vvhere the Contractor is not a
contributing cause of the suspension under one of those Clauses oz� where the provision of the
Conh�act Documents in question speeificall� piovides that the suspension is at no cost to the
Owner, the O�vnec will make an equitable adjustment fox the foliowing items, provided that a
claim is properly n�ade by the Coniractor under Subparagraph �.3 of these Genernl
Conditions:
(1) an equitable extension of the Contract Time, not to exceed the actual delay caused by the
temporary suspensian as determi�ied by the Ai�chitect/Engineer and the Owner;
(2} an equitable adjttstment to the Contract Sum For the actuai, necessary, and reasonable
casts of px•ope�•ly protecting any Work that is finished or partially �nished diuing the
period of the tempor�rry suspension (no profit and ovet•head shail be aliowed on top of
these costs); and
(3) if it beco�nes necessary to move equipment fiom the Project site and then return it to the
Project site when the Work is ordered to be resumted, an equitable adjt►stment to the
Contract Sum for the actual, necessary, and reasonable cost of these moves; provided,
however, that no adjustment shal� be due if the equipment is moved. to another Project
site of the Owner.
ARTICLE 14 MISCELLAl�EOUS PROV�SI�NS
l�t.l GOVERNING LAW; COMPLIANC� WITk� �,AWS AND REGULATIONS
(a) This ContracE shali be govei�ned by the laws and case decisions of the State of Texas, without
iegard to conflict of law ar choice of law principles of Texas or of any other state.
(b) This Coniract is entered into subject to and controlled by the Chai�ter and ordinances of the
City of Denton and all applicable laws, rules, and regulations of the State of Te�as and the
Govexx�ment of the United States af America. The Contractor shall, during the performance af
the Work, comply with all applicable City codes and ordinances, as amended, and al1
applicable State and Federal laws, rules and regulations, as a�nended.
14.2 SUCCESSOILS AND ASSIGNS
The Owner and the Cont�•actor respectively bind themselves, their partners, successors, assigns, and
legal representatives to the promises, covenants, terms, conditions, and obligations contained in the
Cantract Documents, The Contractor sha11 not assign, transfer, or convey its interest or �•ights in the
Cont�act, in part ar as a whole, wiihout written cozase�nt of the 4wne�. If the Contractoa• attexnpts to
make an assignntent, tcansfer, or conveyance without the Owner's v�nitten� consent, the Contractor
shall nevei�theless remain legally responsible for all a$ligations under the Cont�act Documents. The
Owner shall not assign any portion of the Contract S�►rn due oz to become due under this Contract
without the written consent oi the Contractor, except where assignment is compeIled or allo4ved by
court order, the tei�tns of the Contract Documents, dr other operation of law.
14.3 WRITT�N NOTICE
Except as otherwise provided in Ai�ticle 16, any notice, payment, statement, or demand required or
permitted ta be given undea� this Cantrt�ct by either pat�ty to the otk�er may be effected by personal
delivery in writing oa� by mail, postage prepaid to the Project Manager or Superintendent of either
party, or to an of�cez•, paa•tnex•, ox� othea designated representative o�either party. Mailed notices
shall be addressed to the parties at an adcfress cEesignated by each party, but each party may change
its address by tivritten notice in accordance with this section. Mailed notices shall be deemed
commtuucated as of three (3) days after mailing.
14.4 RTGHTS AND REM�D��S; NO WAIVER OF RiGHTS BY OWNER
(a) The duties and obligations imposed on the Contraetoz• by the Contract Documents and the rights
and remed'zes available to the Owner under the Contract Documents shali be in addition to, and not
a limitation: of, any duties, obligations, rights, and remedies o#herwise impos�d or made available
by law.
(b) No action or failut•e to act by the Owner shall constifute a waiver of a right afforded the Otivner
unde�• the Contract Docunnents, nor shall an� action or failure to act by the Owner constitute
approval of or acquiescence in a breach of the Contract by Conh•actur, except as may be specifically
ag�•eed in writing by Change Order or Supplemental Agreement.
14.5 YNTERCST
The Otivner sh�ll not be liable for interest an any pragress ar final payment to be made under the
Contract Documents, except as may be provided by the applzcable px�ovisions of the Px�ompt
Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.b(a) of
these General Conditions.
14.6 QFFYC�RS 4R �MPLOY��S OF THE OWN�R 1�OT TO HAVC FINANCIAL �N�'�REST
IN ANY CONTRACT OI<' TAE OWNER
No officei• or employee of the Owner shall have a financial interest, direet or indirect, in any
Contra.ct tivith the Owner, or be financially interested, diiectly or• indirectlq, in the sale to the Owner
of any land, ma#eixals, supplies or services, except on behal� of the �wne� as an officer or
employee. Any violation of this ai�ticle shall constitut� malfeasanc� in office, and any officer or
employee of Owner guilty thereof shall the�eby �ox�£eft his offtce o� position. Any violation oi this
section, with the knowledge, express or implied, of the person, persons, parinership, company, firm,
association or coiporation conh•acting with the Ov�+ner shall x�endex• the Contract involvec! voidable
by the Owner's Citp Manager or City Council,
14,7 'VENUE
This Cantz�act is deemed to be perfairned in benton County, Texas, and if legal action is nec�ssary
to enforce this Contract, exclusive venue shall lie in Denton County, Te�as.
�4.8 INDEPENDENT CONTRACTOR
In perfoi7ning the Wor�C i�nder this Contract, the relationship between the Ownar and the Contractor
is that of an independent contractor, The Conh�actor shall exercise independent judgment �n
performing tha Work and is solely responsible for setting wo�'king hout•s, schedul�ng or prioritizing
the Work flow and determining the means and methods of perfoi�ming the Work, subject onlq to the
reqvuements af the Contract Documents. No term ox• pxovision of this Contraet shall be construed
as making the Contractor an agent, servant, oc employee of the Ot�vner, or making the Contzactox oz•
any of the Contractor's employees, agenfs, o�• seavants eligible for the fringe benefits, such as
t•eti��ernent, insuranee and. worker's campensation, which the Owner px�ovides to its employees.
1�.9 NONDISCRIMYNATION
As a condition of this Contraet, the Contractor cor+enants thlt he will take all necessary actions to
insure that, in connectian with any work under this Contract, the Contractor and its Subcont�actars
t�vill not discriminate in the treatment or employment of any individual or groups of individuals on
the grounds of �•ace, color, religion, n�tional o�•igin, age, seY, or handicap um�ela#ed to job
performance, either directly, indirectly or through contractual or other arrangements. The
Contractor shall also comply with all applicable requirements of the Americans with Disabilities
Act, 42 U,S.C.A. §§1210]-12213, as amended, In this zegard, the Contractor shall keep, retain and
safeguard all xecords reiating to his Conhact or Work perfoi7ned thereunder for a nninimuzn period
of three {3) years fi•om final Cantract completion, with full access al�owed to authorized
��epressntatives of the Orvnez•, upon renuest, for puiposes of evaluating compliance �vith this and
other pravisions of the Contract.
14.10 GYFTS TO PUBLIC SERVANT5
(a) The Orvner may tez�nninate this Con#�act immediately if the Contractor has offered, confe�7•ed,
or agreed to con�ex• any benefit on a City of Denton employee or ofiicial that the City of
Denton employee or official is pxohibited by law irom accepting.
(b) Foi puiposes of this Article, "benefit" means anything reasonably regarded as pecuniauy gain
or pecuniary advantage, including benefit to any othei• person in whose weIfare the
beneficiary has a direct or substantial interest, but does noi include a contribution or
expendihue made and reported in accordance with law.
(c) Notwithstanding any other legal remedies, the Owner may xequire the Contractor to remove
any employee o� the Cont�•actor from the Project who has violated the restrictions of this
Article or any similar State or Federal law, and obtain reimbuzseinent fo� any e:cpenditures
made to the Gonh'actor as a result of the improper offer, agreement to confer, ar conferring af
a bene�t fo a City of Denton employee or of�cial.
ARTICLE i5 RIGHT TO AUDIT CONTRACTOIt'S RCCURDS
By execution of the Building Construction Services Agreement, the Contx•acto�� grants the Ownex• the
right to audit, at the Owne�•'s e�ection, ali of the Contractor's records and billings relating to the
perFormance of the Work under the Contract Documents. The Contractor agrees to retain its Project
records for a minimum of five {5) years following completion of the Wox�k. The Ownez• agrees that it
will esercise the right to alidit only at reasonabie hours. City may review any and all of the se��vices
pex•foamed by Contractor under this Contract. Any payment, settlement, satisfaction, ar release rnade oi�
provided dul7ng the course of perfo�rnance of this Contract shaIi be subject to City's rights as m.ay be
disclosed by an audit i�nder this section.
ARTICLE 16 NOTICE OF CONTRACT CLAIM
This Contract is si�bject to the provisions of the Denton City Cocle, as amended, relating to requuements
for f'tIing a notice of a breach of contract claim against City, Contractor sh�tll comply with the
zequirements of this ordinance as a precondition of any litigation relating to this Con#�act, in addition to
all other requirements in this Conri•act related to claims and notice of claims.
Should a conflict arise betwcen fhc PO, RFP docunient, siinplier terms, or conh�act; the terms and
conditions set forth iu the ne�otiated contract sball nx•evail,
Ex�xb�it E
City of Denton
Specia�. Terms and Conditions
ADDITI�NAL 'X'ERMS AND CONDITYONS
Contract Terin
It is the intention of the City o�Aenton to award a conhact for consttuction of the project as described in the
drawings and s�ecifications. Matei7als and seivices ur�dertaken pursuant to this RFP will be xequired to
commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be
accomplislied per the Scope of Work as identified in Section III, the Procurement P�•oeess and Pzvicedtues
as outlined in Section II, and shall confoirn to the requix•eraents cantained in the Technical Specification in
Exhibit 2, at�d Technical Drawings in Exhibit 3.
The Contract shall commence upan #he issuance of a Notice to Proceed hy the City o£ Denton and shall
autornatically e�pire upon completion of the wark and acceptance by the City �f Denton.
Pricin
Oi�ly firni, lu�nnp sum pricing with no escalation will be accepted for this project.
Price Adiust�nents
Price adjustments will not be allo�ved for this project unless a change in scope is approved that increases
ar decreases the arnount of work required.
Requests or praposals for changes in scope must be submitted in �vriting r�vith documentation #hat
provides justi�cation for the change and supporting evidence that deseribes the basis for the cost ehange.
Upan receipt of such rec�uest, the City of Dentan z�esexves the right to either: accept the proposed change
as competitive tivith the general market price at the time and issue apprapriaie a�►tho��izations or reject the
increases within 30 calendar davs aftet• aeceipi of a properiy submitted ��equest. No r�vork shall be
undertaken on a proposed change until authorized hy the City of Danton in the form of a Purchase 4xdez'
change and/o�• othe�• documentation appropriate to amending the contract.
Tha request can be sent by e-mail to: nurehasing�cityofdenton.com
Or mail to:
City of Denton
tlttn: Puxclaasing Manager
RFP # 4811
4018 Texas Street
Denton, Texas 762�9
Or call:
C�ty o�Denton Purchasing
(940) 3�9-7100
The City of Denton x•esarves the right to accapt, reject, or negotiate any proposed pitice changes,
uantities
The quantities indicated on the drawings and in the Technical Specification are believed to be accurate
but shali be considered only as estiznates. The project requues camplete and functional construction of
the substation pexxmeter fe�ce in accordance tivith the dimensions p�•esented on the project documents.
Differences between the quantities o£material reqt2ired and the estimated quantities will not be
cQnsidered as basis for a change in the px•ice for the project. In submitting a proposal, the proposer is
stating that he has �•evzewed the project drawings and specifcations and understands theu intent and has
checked the quantities and dimension ar�d is asserting that the proposal is intended to account foa all
conditions and quantities to complete the project as described in the plans and speci�ication,
Substi#utions
Substitutions are not permitted without the written �ppravat of the City of Denton Pwchasing
Department. Por substitutions prior to ihe pz•oposal deadline, this will be accomplished with a submittal
to the Architect/Engineer, and approval by the City representative, and issuance of a written addendum.
Far substitutions after conhact a�vard, this will be accomplished with a submittal request • to the
Architect/Engineer, and app�oval by the City representati�e, and issuance of a written contract change
order,
Product Chan�es Durin� Con#ract Term
The suppliez• shall not change specificatinns daring the contract term without prior approval. Any
deviation in the specifcations or change in the product must be approved in advance by the City of
Denton. Notice of a change shall be submitted in writing to the Project Manager with the RTP number
in the subject line, for review. Products found to have changed specifications withaut notification, and
accepiance, will be ��ejected and must be removed fi•om the site at the supplier's expense. Products that
have been installed shall be replaced at the supplier's expense.
Patent Ri�hts
The contractor agrees to indexnnify and hold harmless the City from any claim involving patent right
infi•ingement or copyrights on goods supplied.
Asbestos Tree Mate�•ials
The cvntractor shall provide asbestos-fi•ee materials as represented by the Manufacturer's "Materials
Safety Data Sheets"
Ri�hts to Data, Doct�ments, and Comnilter Software (Government ���titv Ownership)
Any software, research, repoi�ts siudies, data, photographs, c�egatives or other documents, drawings flr
materials pz•epared by contractor in the performance of its obligations under this conhact shall be the
exclusive property of the City and all such materials shall be delivered to the City by the contsactor upon
completion, ternvnation, or canceliation of this contract. Coniractor may, at its o�n expense, keep
copies of all its wa•itings for its personal %1es. Contractor shall not use, willingly allorv, or cause to have
such materials used for any pulpose other than the performance of contaactor's obligations under ihis
cont�act without the priox� vv�itten consent of the Czty; provided, however, that cox►tcactor sha11 be
allowed to use non-confidential matexials for wi�iting samples in pursuit of #he wdr�C.
The ownership �•ighis described herein shal� include, biit not be iimited to, the right to copy, publish,
display, transfer, prepare de�•ivative works, or otherwise use the works,
Addin� Ne�v Products or Services to the Contract after Awarcl
Following the Contract awacd, ADDITIONAL seivices of the sam�e general category that could have
been encompassed i�n the ativt�'d of this contract, and thai are not already on the contract, may be added.
A formal written request may be sent to successful Contractor to pravide a proposal an the additional
services and shall submit proposal ta th� City as instructed. All submitted pi7ces are subject to
negotiation in accordance with Texas Government Code 2254. The City xnay accept or x•eject the
p�•oposal, and may issue a separate RFQ foz� the sezvices requested, aftez rejecting sorne, or all, of the
proposal. The services covered under this provision shall conform ta the staternent of work,
specifications, and requirements as outlined in the request. Contract changes shali be made in
accordance with Local Government Code 252.048•.
Sam les
Respondertts must make samples available in accordance �vith the speciiication an.d upon request by the
City af Denton prior to ar,vard with. no costs to the City.
'V'enue
This agreement shail be governed by the law of the State of Texas and veniie foz� its constrtaction and
er�forcament'shail lie in the co�.irts of Denton County, Texas. �
Silence of Sueci#�cation�s
The apparent silence of these speciiications as to any detail o�• the apparent omission from it of a detailed
descriptio� concerning any point, shall be xegaxded as a meaning that the only best commercial practices
are to prevail. All interpretations of these specifications shall be made on the basis o:Fthis statement.
.
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Snecial Permitting Reauix•ements
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'Z'k�e awaxdecl contsactor.shall work with xdenti�ed City staff.to obtain ihe necessaiy permits for
construciion of the proj ecx:
Conta•acts a�nd Bonds
Successful awarded conti�actor vvill be required to sigr� original contract and submit a performance and
paytnent bonds for 1 QO percent of the total proposal submitted before work is to comtnence. The
contractor shatl assume all costs in increasing.the bond limits if change o�•ders are formally appro�ved.
Bonds shall be in accordance with the V,T,C.A Government Code Section 2253,021, as amended.
_ . _. .............. . .. .. ... .. ,. .. _ _........_. .__... . .: .. ... .. . , :....
To. :be .considered, `conti�actor: inust..inel.ude aik :acceptable px•oposal �borid,, casliiei's .che�k, ar cel�tified
.
check.in an amount not less than S°�O of the total �ioposal oi $IS;OOU, whiclieder is less. :A.11 pioposals
,
,
rec�ived without the above w�11 be rejected and�considered nori=iesponsive:
_
The City shaIl normally return the proposal bonds within ten (10) working days after the proposal d�ie
date, except for the three top x•anked firms. The fhree top ranked firms ivill be zetained by the City until
the required conYract and bonds have been executed, after which they shall be retuined.
Exhibit F
Pa,�,e,nt and Performaa�ce �onds
PERFORMANCE BOND
STATE OF TEXAS
COUNTY OF DENTON
Bond No. PB-02253100147
KNOW ALL MEN BY THESE PRESENTS: That Schmoldt Construction, Inc. whose address is 5797
CR 126, Suite A, Celina, Texas 75009 hereina$er called Principal, and
Philadelphia lndemnitv Insurance Company,/ , a corporation organized and existing under the laws of the State of
Pennsvlvania , and fully authorized to iransact business in the State of Texas, as Surery, are held and firmly
bound iuito the City of Denton, a municipal corporation organized and e�sting under the laws of the State of
Texas, hereinafter called Owner, in the penal sum of Four Million, Two Hundred and Eighty Thousand,
Seventy-two and 00/100 �OLLARS ($4,280,072.O��fn lawful money of the United States, to be paid in Denton
Counry, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and severally, finnly by these presents. This Bond shall
automatically be increased by the amount of any Change Order or Supplemental Agreement, which increases the
Contract price, but in no event shall a Change Order or Supplemental Agreement, which reduces the Contract
price, decrease the penal sum of this Bond.
THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into a
certain Contract, identified by Ordinance Number 2013-160,�ith the City of Denton, the Owner, dated 18th
dav of June A.D. 2013�opy of which is hereto attached and made a part hereof, for Construction of the Linda
McNatt Animal Care and Adoption Center. .�
NOW, THEREFORE, if the Principal shall well, iruly and faithfully perform and fulfill all of the
undertakings, covenants, terms, conditions and agreements of said Contract in accordance with the Plans,
Specifications and Contract Documents during the original term thereof and any extension thereof which may be
granted by the Owner, with or without notice to the Surety, and during the life of any guaranty or warranty
required under this Contract, and shall also well and truly perform and fulfill all the undertakings, covenants,
terms, conditions and agreements of any and all duly authorized modifications of said Contract that may hereafter
be made, notice of which modifications to the Surety being hereby waived; and, if the Principal shall repair and/or
replace all defects due to faulty materials and workmanship that appear within a period of two (2) years from the
date of final completion and fmal acceptance of the Work by the Owner; and, if the Principal shall fully indemnify
and save harmless the Owner from all costs and damages which Owner may suffer by reason of failure to so
perform herein and shall fully reimburse and repay Owner all outlay and expense which the Owner may incur in
making good any default or deficiency, then this obligation shall be void; otherwise, it shall remain in fizll force
and effect.
PROVIDED FURTHER, that if any legal action be filed upon this Bond, exclusive venue shall lie in
Denton County, State of Texas.
AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that
no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed
thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its
obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or
addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications,
Drawings, etc.
This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as
amended, and any other applicable statutes of the State of Texas.
The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in
Denton County to whom any requisite notices may be delivered and on whom service of process may be had in
matters arising out of such suretyship, as provided by Article 7.19-1 of the Insurance Code, Vernon's Annotated
Civil Statutes of the State of Texas.
IN WITNESS WHEREOF, this instrument is executed in 4 copies, each one of which shall be
deemed an original, this the 18th day of �une , 20�3 ✓.
ATTEST:
PRINCIPAL
Schmoldt Co tion Inc.
BY:
S T BY:
PRESIDE
ATTEST:
SURETY
� Philadel hia lndemnit Insurance Com an
BY:
BY:
ATTO EY-I CT
The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is:
NAME; Southwest Assurance Group, Inc.
STREET ADDRESS: 124 Old Town Blvd. North. Suite 200. Arqyle, TX 76226
(NOTE: Date of Performance Bond must be date of Contract. If Resident Agent is not a corporation, give
a person's name.)
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PAYMENT BOND Bond No. PB-02253100147
STATE OF TEXAS
COUNTY OF DENTON §
KNOW ALL MEN BY THESE PRESENTS: That Schmoldt Constntction, Inc. w ose address
5797 CR 126, Suite A. Celina, Texas 75009, hereinafter called Principal, and
Philadelphia lndemnity Insurance Company� , a corporation organized and existing under the laws of the
State of PennsVivania , and fully authorized to transact business in the State of Texas, as Surety, are
held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the
laws of the State of Texas, hereinafter called Owner, and unto all persons, firms, and corporations who
may furnish materials for, or perform labor upon, the building or improvements hereinafter referre to, in
the penal sum of Four Million, Two Hundred and Ei�htv Thousand, Seventv-two and 00/100
DOLLARS ($4,280,072.00�lawful money of the United States, to be paid in Denton, County, Texas,
for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors,
administrators, successors, and assigns, jointly and severally, firmly by these presents. This Bond shall
automatically be increased by the amount of any Change Order or Supplemental Agreement which
increases the Contract price, but in no event shall a Change Order or Supplemental Agreement which
reduces the Contract price decrease the penal sum of this Bond.
THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered
into a certain Contract, identified by Ordi ance Number 2013-160,�6ith the City of Denton, the Owner,
dated the 18`� day of June A.D. 2013 copy of which is hereto attached and made a part hereof, for
Construction of the Linda McNatt Animal Care and Adoption Center. �/
NOW, THEREFORE, if the Principal shall well, tnily and faithfully perform its duties and make
prompt payment to all persons, firms, subcontractors, corporations and claimants supplying labor and/or
material in the prosecution of the Work provided for in said Contract and any and all duly authorized
modifications of said Contract that may hereafter be made, notice of which modifcations to the Surery
being hereby expressly waived, then this obligation shall be void; otherwise it shall remain in full force
and effect.
PROVIDED FURTHER, that if any legal action be iiled on this Bond, exclusive venue shall lie in
Denton County, Texas.
AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and
agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work
to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall
in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change,
extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed
thereunder, ar to the Plans, Speciiications, Drawings, etc.
This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as
amended, and any other applicable statutes of the State of Texas.
The undersigned and designated agent is hereby designated by the Surety herein as the Resident
Agent in Denton County to whom any requisite notices may be delivered and on whom service of process
may be had in matters arising out of such surety, as provided by Article 7.19-1 of the Insurance Code,
Vernon's Annotated Civil Statutes of the State of Texas.
IN WITNESS WHEREOF, this instrument is executed in g, copies, each one of which shall be
deemed an original, this the �eth day of �une , 2o�s 1.�"^
ATTEST:
PRINCIPAL
Schmold truction �
BY:
�
SE A BY:
PRES T
ATTEST:
BY: �
SURETY:
Philadel hia lndemnit Insurance Com an
,
BY: �
ATTORNEY-IN- T
The Resident Agent of the Surety in Denton County, Texas for delivery of notice and seivice of the
processis:
NL�ME: Southwest Assurance
STREET ADDRESS: 124 Old Town Bivd. North, Suite 200, Argyle, TX 76226
(NOTE: Date of Payment Bond ma�st be date of Contract. If Resident Agent is not a corporation, give a
person's name.)
(��`�`3
5�
627
PffiLADELPHIA IND�MNITY INSURANCE CONIPANY
231 St. Asaph's Rd., Suite 100
Bala Cynwyd, PA 19004-0950
Power of Attorney
ItNOW ALL PERSONS BY THESE PRESENTS: that PHILAD�LPHIA IND�MNITY INSiJRANCE COMPANY the Company), a corporation organized and
existing under the laws ofthe Commonwealth of Pennsylvania, does hereby constitute and appoint: Steve Rickenbach'e�r ophinie Hunter, Sherrel Breazeale,
Clint Norris, David C. Oxford, 5teven Lott, Sheri Renee Allen, Tommy Bret Tomlinson, Steven 1. Zinecker,`7essica Luna Montgomery, Charles K.
Miller, Shannon Lewis of Southwest Assurance Group, Inc.
its true and lawful Attomey(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings
obligatory in the nature thereof, issued in the course of its busuiess and to bind the Company thereby, in an amount not to exceed $7,500,OOD.00:�
This Power of Attomey 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 INSiJRANCE COMPANY at a meeting duly called the 151 day ofJuly, 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 Attorney(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 Attomey-in-Fact and revoke the
authority given. And, be it
FURTHER
ItESOLVED: 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
Attomey so executed and certified 6y facsimile signatures and facsirnile 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 WHEREOF, PHILADELPHIA INDEMNITY INSLIRANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND
ITS CORPORATE SEALTO BE AFFI}�D BY ITS AUTHORIZED OFFICE THIS 15"' DAY OF NOVEMBER 2012.
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(Seal) ''''���, .,,������"°
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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 i�strument, to me personally known, and being by me duly swom said
that he is ttte therein described and authorized officer of the PHILADELPHIA INDEMNITY INSiTRANCE COMPANY; that the seal �xed to said instrument is
the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed.
COM MDi11 OF PENNSYL�[AMA
NOTARIALSEAt _ �
DANIEL.LE PORATH, Nalary Publlc
LowarMerionTwp., M�ontgom CountY
Oummrssian F�pues March� �19
Notary Public:
residing at:
(Notary Sea])
My commission expires:
/,�li� ,�.-�.
Bala Cvnwvd. PA
March 22, 2016
I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that
the foregoing resolution of the Boazd of Directors and this Power of Attomey issued pursuant thereto are true and correct and are still in full force and effect. I do
further certify that Sean S. Sweeney, who executed the Power of Attomey as President, was o� the date of execution of the attached Power of Attomey the duly elected
President of PHILADELPHIA INDEMNITY INSURANCE COMPANY,
In Testimony Whereof I have subscribed my name and a�xed the facsimile seal of each Con��any 4his. 18 th day of June zo 13
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Craig P. Keller, Executeve V'sce President, Chief Financial Officer & Secretary
PHILADELPHIA INDEi��i1ViTY INSURANCE COMPANY
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IMPORYAfV�' IVOTICE
To obtain informatian or make a complaint:
You may call the Surety's toll free telephone
number for information or fio make a
complaint at;
1-877-43$-7459
Yau may also write Philadelphia lndemnity
Insurance Company at;
One Bala Plaza, Suite 100
Bala Cynwyd, PA 190n4
Attention: Seniar Vice President and
Director of Surety
You may contact the Texas Department of
Insurance ta obtain information on
companies, coverage, rights or complaints
at:
1-800-252-3439.
You may write the Texas Department of
Insurance at:
P.O, Box '149104
Austin, TX 78714-9�04
Fax# 512-475-1771
Web; http://www.tdi.state.tx.us
Email: Consumerl'rotection a�,tdi.state.�x.us
PREMIUM OR CLAIM DISPUTES: Should
you have a dispute concerning your
premium or about a claim, you should
contact the Surety first. If the dispute is not
resolved, you may canfiact the Texas
Department of Insurance.
ATTACH THIS NpTICE TO YOUR POLICY
This notice is for information only and does
not become a part or condition of the
attached document.
ADV150 IIVIPORi�4�1TE
Para obener informacion o para someter
una queja: Usted puede Ilamar al numero
de telefona gratis de para informacion o
para someter una queja al:
��:�ra��:�c�.-�.
Usied tanbien puede escribir a Philadelphia
Indemnity Insurance Company at:
On� B�la Plaza, Suite 100
Bala Gynwyd, PA 19004
Attention; Senior Vice Presidenf and
Director of Surety
Puede comunicarse con el Departamento
de Seguras de Texas para obtener
information acerca de companias,
coberturas, derechos o quejas al:
1-800-252-3439
Puede escribir al Departmento de Seguros
de Texas:
P.O. Box 149104
Austin, TX 78714-9104
Fa�# 51 �-475-1771
Web; http;l/www.tdi.state.tx.us
Email: ConsumerProtection(u�tdi.state.tx.us
DISPUTAS SOBRE PRIMAS O
RECL.AMOS: Si tiene una disputa
concerniente a su prima o a un reclamo,
debe comunicarse con el Surety primero. Si
no se resuelve la disputa, puede entonces
comunicarrse con el departamento (TDI).
UNA ESTE AVISO A SU POLIZA; Este
avisa es sala para praposito de informacion
y no se convierte en parte o condicion del
dncumento adjunta.
Exhibit G
Ins�urance Reqluirements
� i�rn� nr ��w
and Contractor I)ocumentation
INSURANCE REQT�iREMENTS AND
WORKER'S CC)MPENSENTATION REQUIR�MENTS
Respa�rde�tt's allerttrott is dir•ected to the iiiszri•ance re�ttirentef�ts beloyv. .It rs Iriglrly f�eco�t�nte�tded thrrt
j�espo�tderits confer ivith theb� respective insrrra�rce car�f�re�s oj• brokei•s to dete�vni�ae rn ��dvance of
Proposa!/Bid subnpissiort the availability of i�astn�a�tce ce��liftcates and endolsenret�ts as p�•escribed afid
provided hererrt. Ijan appare�rt lotiv respondent farls lo conrply sh�ictly wrth tl�e i►�szrra�ice reguirente�tts,
lhat 1�espo�tdent mtry be disqtealified fr•ot�r rr��ard of the corrtract. Uporr contracd m��tn�cl, all insin�mtce
reqtrirernefrls shall become co►7lrcrcf:�n1 obligalio�:s, �vhich the szrccessftd contrnclor ,rlrall have a d�rty to
man�tain thr•otrgl�out llie coirrse of lhis conh�aet. .
ST.ANDARD PROVISIONS:
Witliout lif�iitirrg rr»y af tlze otleer obrigatiorts or lit�b�l�ties of the Contrrrcto�; the Coiz�rrrclor sFia1!
�provide arrd nrrri�it�rin �utiil the co�rfi�acterl work �ens been con:pleied and �ece�led by �/re City of
De�11on, 4wl�er, tlte mirrint�rm 1ltstern»ce cove�•age trs rndicrtied Itereinaften
As soo�t as practic�rble �rfler notificaliofr of co�itrrrct �rrvard, Cont1 �c1or s/iaJl file wi�h �he Purc/trisf�:g
Deparlrnel�t sat�sfnctay certi�cates of irrsr�rance, carrtt�ir�tng tlte ca�lrncl �tttsrtbe�• rairl title of the
�roject. Co»lracfar fnay, icporr ivrittert reqrrest to fjie Purcltasirtg Deparlmettt, nsk fnr el�rr�etrtivit of
arry irrstrr�hce reqc��re��ze�tls �d �uty Jirne; however, Co�ttrnclol�s nre sl��artgly arlv�sett to »mke streft
r•eqreests pr�Jor to pr•oposaUl�id openitrg, sifice llie insurnnce requiremenis r�irry rrot be trtod�ed or�
wnived after• proposa7lLid operirrig rueless a wrlttel� ��:ce�tion lras bee�: srrbne�tte�l wit/t the pro,posal/bB�l
Cotrtrrrctor slradl nof co»rmence �tny work or deliver �ny mnterirrl until he or she receives rrotifierrtia:
tliaf llre coritrac! Itas been accepted, rrpproved, an�l signetl by the City of Derito��.
All itrsurance pol�cies pavposerl or oblained i�r srilisfactiort of t/rese re�ulremenls sltrrll comply ivitli tlte
follotving general spec�cnlla�:s, and s1iaX1 be tttaintai.ned in com,pltrnrce witli the.se ge�teral
specTfi.c�ri�ons tltrougltoart tJte dtrrallon of flie Conlract, or longer, r`.f so nole�l:
• Each policy shall be issued by a company authorized to da business in the Stxte of Texas wifh an
A.M. Best Company rating of at least A.
Any deductibles or self-iusared retentions shall be decia�•ed in the proposal, If a�equested by the
City, the insurer shall reduce ar eliminate sucl� deductibles or self inst�red retentions �vitla cespect
to the Ciiy, its officials, agents, employees and volunteers; or, fihe contractor shall procure a bond
g�aara�iteeing payment of losses and i•elated invastigations, claim adminish•ation and defe��se
e.cpetises. .
Liability policies s�all be endorsed to provide the following:
Name as �dditional insured the City o� Denton, its Off'icials, Ageizts, Ernployees and
volunteers. �
■ Tl�at such insurance is prima►y to any other insurance available to the additional insured
with respect to claims covered under the poliey and that this insurance applies separately
to each insured against �vhom claim is made or suit is bx�ouglit. The iuclusion of more
than one insured shall not operate to increase the insurer's limit of liability.
• Cancellation: City r•equires 30 �tay writfen ►�odice shocdd any of tlre J�oCicies riescribed oh t/te
cer�tifrcrrte be cancelled or malerinlly clirr�zgerl before t)te expiralion rlr�te,
• Should any of the rec�uired insarance be provided under a claims made foirn, Contractor shall
maintain sucli coverage contimiotisly throughout the te�7n of this contract and, without lapse, for a
period of three years beyond the contract expiration, such that occurrences arising during the
contract tenn which give rise to claims made after expiration of the contcaet shall be covered.
Should any of the �•equired insurance be provided under a foi�a of coverage that uicludes a
general annual aggregate litnit pro�iding far claims investigation or legal defense costs to be
included in the general annual aggregate limit, the Contractar stiall eitl�er double the occun'ence
iimits or obtlin O�vners and Contractors Protective Liability �nsw�ance.
• 5hould any i•equired insux�ance lapse during the contract term, rec�uests for paymesrts originatiiig
after sucl� lapse shall not be pracessed ttntil tl�e City receives satisfaetory evidance of i�einstated
covex�age as cequia�ed by this contract, effective as of the lapse date. If insuranee is uot reinstat�d,
City may, at its sole option, te�•tninate this agi•eement effective on the date of the lapse.
SP�CIFIC ADDITIONAY, TNSURANC� R�QUIREM�NTS:
All i�asurnnce policies j�rol�osetl or obfai�ie�l in srrlisfacl�on of tltis Co�rJracl slrall rrdd�tiorzally co��rply
wi11t tlte follawing j�tttrke�l specificatioits, trnr! sltnl! be r�raiyttuine�l in canrpl�ance wiilt fhese adrlitiorial
specifrcalions tlir•oargltout lJie �Iur•ation af tl�e Cotttrrref, or Ionger, if so �roted:
[X] A. Gencral Y.iRbiiity Insurance;
General Liabiliry insu��ance ��ith combined single limits of not less that� �1.,000,000.00 sha11
be provided and maintained by the Cantcactor. The policy si�ail be wa•itte�a on an occur�•ence
basis either in a single policy or in a combination of underlying and i�mbrella oi� excess
policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Cove�•age A shail include premises, operations, products, and completed operations,
independent contraetors, contrachial liability covering this contract and broad form
property damage coverage.
• Covecage B shall include personal injuiy.
• Coverage C, medical pay�nents, is not required.
I£the Co�nprehensive General Liability form (ISO Form GL Q002 Current Edition
and ISO Form GL d404) is used, it shall include at least:
• Bodily inju►y and Property Damage Liability for premises, operatioi�s, products and
completed operations, independent contractoz•s a�id property damage cesulting fi•om
esplosion, coIlapse ot� underground (XCU) exposures.
• Broad form contractual liability (pre£erably by endorsement) covering this contract,
pe��sonal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor sliall provide Commercial Auton�obile Liahility insurance witl� Co�nbined Sitigle
Limits (CSL) of not less than $500,000 either iri a single policy or in a combiiiation of basic and
umbrella or eYCess palicies. The policy �vill iticlude bodily injury and p►•operty d�mage liability
arising out of tha operation, maintenance and use of all autotnobiles ai�d mobile equipment used
in conjimction with this contract.
Satisfaction of the a6ove rec�uirement shall be in th� foi7n of a policy eudorsetnent foi :
• any auto, or
• all o�vned hired and non-o�vned autvs.
jX] Workers Compensation Listu�ance
Coiit�aetor sl�all purchase and maintai�a Worker's Compet�sation insurance Svhicli, in addition to
meetiug the �ninimum statutory requireinents fo�• issuance of such insnrance, has Emp�oyer's
Liability liinits of at leas# $140,000 for each accident, $100,000 pec each employee, and a
$500,000 policy limit for occupatxonaI disease. The City need not be named as an "Additional
Insured" but the insux•e►• shall ag2•ee to �vaive alt i•igli#s of sub�•ogation against the City, its offieials,
agents, employeas and volunteers for any �vork perfocmed �or the City by the Na�ned Insured.
For building or construction projects, the Conh•actor shall comply �vith the provisions of
Attachment 1 in accordance �vith §4�G.096 of the Texas Labo�• Code and rule 2$TAC 110. i I O of
the Texas Worker's Compensation Commission (TWCC}.
[ X] Owner's and Conta�actox•'s Pyoiective Liability L�sr�ra�ice
The Conh�aetor shall obtain, pay for and maint�in at all tatnes during the prosecution of the work
under this contract, an Or.vner's and Contractor's Protective Liability insurance policy naming the
Gity as insured for property damage and bodily injuiy tivl�ich may ai•ise in #he prosecution of tlie
�vork ar Contractor's operafions under this contraet. Coverage shall be on au "occurrence" basis
and the policy si�all be issiied by the same insi�rance company that carries tl�e Conh�actor's
liability insurance. Policy limits will be at le�st $500,000.00 combuied bodily injury and
property damage per occui7�ence with a$1,000,000.00 aggreg�te.
[ j ria�e Damage Legal Liability Insurance
Coverage is required if Broad form General T�iability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building, Limits of not iess than .�
eacli occucrence a��e required.
[ ] Professionai LiabAlity Lasurance
Professional liability insiu•ance with limits not less tf�an 51,000,000.00 per claim with �•espect to
negligent acts, en•ors or omissions in connection with professional seivicas is rec�uired ernder this
Agreement.
[ X] Builders' Rislc Insiu�ance
Builders' Risk Jnsurance, on an All�Risfc foim for 100% of the completed value st�all be provided.
Such policy shall include as "Named Tnsured" tlte City of Denton and al! subcontractors as their
interests may appear.
[ ] Commercial Crime
Provides coverage �or the theft o�• disappearance of cash or checks, cohbery inside%utside the
premises, bu�•gla�y of the premises, and empioyee fidelity, The employee fdeliiy portion of this
coverage should be �v�•itten on a"blankat" basis to covar all employees, including new lzires. T1�is
typa insui�nce should be requireci if the contractor has access to City funds. Limi�s of not less
than �___ each occui��ence are required.
[] Additional Lisurauce
Othec insurance may be required on an individual basis for extra hazardous contracts and specific
service agceements. Tf such additional insm•a�ica is required for a specific contc•act, that
requirement wiil be described in the "Speci�c Conditions" of the contract specifications.
[X) Workers' Compensation Coveragc for Building or Constraction �x•ojects for
Governmental Entafics
A. Defnitions:
Certificate of coverage ("cei�tificate")-A copy of a cei�tiiicate of insut•ance, a
certificate of authoi•ity to self-insure issued by the carnmission, or a coverage
agreemeni (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
tivorkers' compensaiion insurance coverage for the person's or entity's exn.ployees
providing services on a project, for #he duration of the project.
Duration of the project - includes tk�e tinne fi•om the beginning of the �vork an the
project until the eontractor's/person's woric on the project has been completed and
accepted by the govei7unental entity.
Persons providzng services on the project ("subcont��acto�•" in §4U6.096) - includes all
persons or entities performing all or part of the services the co�tractor has
undertaken to perform on the project, regardless of vvhether that person contracted
directly with the contractor and regardless of whether that persan has employees.
This includes, without limitation, independen�t aontractors, subcontractors, leasing
companies, motor cai�iers, owner-operators, employees of any such entity, or
e�ployees of any entity which fiix�nishes persons to provide services on the project.
"Sei�vices" include, without limitation, providing, hauling, or delivering ec�uipment ar
materials, or providing labor, hansportation, or other service �elated to a project.
"Services" does no# include activities uzurelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shali provide coverage, based on proper repoi�ting of ciassification
codes and payroll amoun#s and filing of any overage agreements, which meets the
stah�tory requixennents of Texas Labor Code, Section 401.011{�4�) for all emplo�ees
of the Contractor providing services on khe project, for the duration of the project.
C. The Contcactox• must provide a cei�tificate of coverage to the government�l entity
prior to being awarded the contract.
D. If the coverage, period shown on the contrac#or's ciuren# certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental enti#y
showing that coverage has been extended.
E. The contractor shall obtain from each person pzoviding services on a project, and
provide to the govei7unental entity: �
1. a cei�tificate of coverage, p�•ior to that person beginning wax•k on the p�•oject, so
the governmental entity will have on file cei�tificates of cove�•age showing
covezage for all persons providing seivices on the project; and
2, no later than seven days after receipt by the cantiactor, a new certificate of
coverage showing extension of coverage, if the covex•age pe�•iod shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shA11 retain all xequired certificates of coverage for the dux•ati�n o� the
project and for one year thereafter.
G. The contractor shall notify the governrnental entiiy in writing by certified mail ar
personal c�elivery, within 10 days after the contractor knew or should have known, of
any change thai mate►•ially affects the provision of eoverage of any person providing
seivices on the project.
H. The cont�•actor sha11 post on each pa•oject site a notice, in the text, foi�n and manner
prescribed by the Texas Workers' Compensation Cammission, infoi�rning all persons
praviding seivices on the praject that they aae required to be cavered, and stating
how a person may verify coverage and report Iack of coverage.
I. The eontractor shall contractually require eaeh person wzth. whom xt contracts to
provide services on a project, to:
1, provide coverage, based on proper reporting of classification codes and payroil
amounts and iiling of any coverage agreements, which meets the statutory
requirements of Texas Labar Cade, Section �F01.011(44) for all of its employees
providing seivices on the project, for the duration of the project;
2. provide to the contractor, prior to that person beginning work on the project, a
ce��ti£'icate of coverage shor�+ing tha�t coverage is being provided for alI emplayees
af the person providing seivices on the projeci, for the duration of the project;
3. provide the contractox•, prior to the end of the coverage pei�iod, a new cei�tificate of
coverage sho�ving extension of coverage, if the coverage period shown on the
. current cei�tificate of cove�•age ends during th� duration of the project;
4. obtain fi•onn each other person with wh�.om� it cont�•acts, and provide to the
cont�•actor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new ce��tificate of eoverage showing extension of coverage, prior to the end
of the covexage period, if the coverage period shown on the cui7•ent certificate
o�coverage ends during the duration of tlie project;
5. retain a11 required certi�cates of co�verage on file for the di�x•ation of the project
and for one year thereafter;
b. notifp the governmental entity in writing by certified maii or personal delivery,
within 10 days after the ,person knew or should have known, oi any change that
materiaily affects the provision of coverage af any person providing services on
the projeat; anci
7. Contractually require each person tivith whom it contracts, ta perfo�•zn as required
by paragraphs (1) -(7), with the certificates of coverage to be provided to the
person fox• whom the� are providing seivices.
By signing this contract or pz•oviciing or causing to be provided a certificate of
coverage, the contracto�• is representing to the govelyvr�er�tal entity that all emplaye�s
of the conta�actor who will provide services on the project will be covered by
workers' compensation coverage for the duration of the project, that the coverage
will be based on proper reporting of classification codes and payi•oll amounts, and
that all coverage agreernents will be filed with the appropriate insurance carrier or, in
the case of a self-insured, r�vith the cairunission's Division of Seif-Insu�ance
Regulation. Providing false or misleading information may subject the contractor to
administrative penalties, criminal penalties, eivil penalties, ox other civil actions.
K, The contractor's failu�e ta comply with any of these provisians is a breacli of
contrac� by the cantractox which entitles the go�vernmental entity to declare ihe
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the goveinmental entity.
"i °�°� GERTIFICATE OF LIABILITY ItVSlJRA1VCE ;��8�201"3 "'
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFEiiS 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 TNE CERTIFICATE HDLDER.
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 hoider in lieu of such endorsement(s).
PRODUCER coNracr Jessica Mon OmE
NAME• � �
Southwest Assurance Group, II1C. PHONE (g17)329-7007 F�Np:(817)329-7011
a member of K&S Group, Inc. AopR�E�:jmontgomexy@southwestassurance.com
2350 Airport FTWy � St2 ZOZ INSURE S AFFORDING COVERAGE NAIC #
Bedford TX 76022 INSURERA:C1I1C1IlI18t1. Insurance Co an
INSURED / INSURERB:TPJC3S Mllt1131 Insurance CO. 2945
Schmoldt Construction✓ �,���i INSl1RERC:
5797 Qi �.26 Ui\c INSl1RERD:
Sui te A �\\ 7� INSURER E:
Celina TX 75009 INSURERF:
COVERAGES CERTIFICATE NUMBER2013-2014 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 11VITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURRNCE 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 TypE OF INSURANCE �DL U6R � POLICY EFF POLICY EXP LIMITS
LTR POLICY NUMBER MMIDD MM/UD
GENERAI. LIABWTY EACH OCCURRENCE S 1� 000 � 000 `/
X COMMERCIAL GENERAL LIABILIN� REMISES Ea ocwrrence 3 100 � 000
A CLAIMS-MADE � OCCUR � PP0186313 / /15/2013 /15/201 MED EXP (Any one petson) S 10 , 000
i
$1,000 BI/PD Daductible PERSONALBADVINJURY 3 1,000,000
GENERALAGGREGATE y Z� OOO � OOO �',
GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG 5 2� OOO � OOO
POLICY X PR�� i lOC E
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
Eaaccident 1 000 000
X ANY AUTO � // �80DILY INJURY (Per person) $ �i
A ALLOWNED SCHE�ULED SA0186313 ! /15/2013 /15/2014
AUTOS AUTOS BODILY INJURY (Peracciden[) � I
HIRED AUTOS NON-0WNED PROPERTY DAMAGE a I
AUTOS Per accident
5
X UMBREILA LIAB X pCCUR EACH OCCURRENCE y 2� 000 � 000
A EXCESS LIAB CLAIMS•MADE AGGREGATE S 2� 000 � 000
DED REiENTION$ / PPO1B6313 /15/2013 /15/2014 $
�
$ WORKERS COMPENSATION � x WC STATU- OTH- I
AND EMPLOYERS' LIABIUTY
ANYPROPRIETORlPARTNERfEXECUTIVE YlN �.L.EACHACCIDENT 3 1 O00 000
OFFICERlMEMBER EXCLUDED4 � N�A � /15/2013 /15/2014 `1
(Mandatory in NH) BP-OD01251013 E.L DISEASE-ER EMPLOYE 3 1 000 000 .�
If yes, descri6e under
DESCRIPTION OF OPERATIONS below E.LAISEASE-POLICY LIMIT $ 1 000 OOO
A Builders Risk/ PP0186313 � 7/09/2013 4/15/2014 Single Locatlon Llmft $4 � 300, 000 � i
Installation Floater TempLocaGOnlfrensi[Limit $50,000
�
DESCRIPTION OF OPERATIONS ! LOCA710NS f VEHICLES (Attach AWRD 101, Additional Remarlcs Schedule, if more space is require� � I
Re: Linda McNatt Nam�mal Care & Adoption Center - RFP 5253; Linda MeNatt Animal Care & Adoption Center, �
The Citv`� enton, Its Of£icials, Agents, Employees and Volunteers are listed as an additional insured I
on the General, Auto and IImbrella Liability policies as per mritten contract.�/ '
City of Denton �
901-B Texas Street
Denton, TX 76209
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHDR¢ED REPRESENTATiVE
2inecker/JMONTG
✓
��-- � - �—
ACORD 25 (2010/05) O 1988-2010 ACORD CORPORATION. All rights reserved.
INS025 f7D1nOF1 f11 Thu ACf1Rll n�mn �nrl Innn �ro rcnic4nrorl m�rlrc nf Af_AR�I
Exhibit H
Cantractox Business Infor�ation
C1TY OF D�N'TON
I2rP 5253
ATTACHM�NT C
BUSINESS OVERVI�W QUESTIONNAIRE
1. Co►1h'�ctor Name : Schmoldt Constructton, rnc.
2. Address (Priuciplc Place af Business: 5797 CR 12&, Su(te A, Celina, Tx 75009
3. Does your company have an established pliysical presence iu the State of Texas, or the City of
Denton? Yes
4. Tax Payer ID#: 41-2033822
S. Email Address of Primary contact: cary@schmoldtconstructfon.com
6. Website Address: www,schmofdtconstruction.com
?. Telephone: 972-382-8499
8. Fax: 972-382-8399
9. Other Locations: N/A
]0. Organizaiion Class: Corporatton
Partnecship
Individual
Corporation
Association
11, Datc Establislled Nlarch z002
12, �'orlllea' BUSiness Na�ne: J&C General Construction, Inc.
13. Datc of Dissolutiott; N/A (name change only)
�a. subs�a��,y of ; rv�A
15. Historically Undeivtifizeci Busiuess: Yes or i�o
16. Principals aud Officers: Cary Schmoldt, Presfdent
Ple�se detail responsibilities �vith the name of each principal or officer, see rtesume
17. Key Pe�soiznel and Respousibilities: Project Manager: cary schmoldt
Project Superinter�dent: Fred Geiser
General Superfntendent: Mike Parker
Office Marlager: Jenny Andrews
Page I I 2 of RTP # 5253
CITY OI{' D�NTON
RrF 5253
Please detail respoi�sibilities with the name of each key personuel. see aesumes
18. Number of Personnel by Discipline:
Discipline Nutnber of Staff # Registered
Office 4
19. Secveices Provided Uy FirmS
See Attachment Foilowing Attachment C
Please provide a detailed listing of a!1 services that yottr company provides.
Please detail your px•ior experie�ice wa•kiilg on similar projects with Texas govcrnuiental
cntities.
Please detnil your si�niler services provided over thc past two (2) yc�is.
Detail documeuted proof of at least tUree (3) projects in the past hvo (2} years.
Please detail these seivices, including, tlie nature of die services provided, and the scope of the
activities, the organizatiaiis for wliich the se�•vices �vere provided, the dates of ilie projects,
aud the documentcd bettefit to the governmental e�ttity.
2U. Has your company filed or been naiiied in any litigation invotving your company and the
Owner on a coutraot within tiie last f'tve years uuder your c�u�rent company name or auy
other company name? If so provide details of the issues atid resolution if available. Include
lawsuits where �wner was involved. No
21. Please provide at least (3) threc refcrenccs (prefernGly rnu�ticipalities) aud coi�tract
amounts. Ltclude project description, contacf names, position, aiid organizatian name aiid
telephone uuniber far each a�efcrence listed. See attacl�ment F. See Attachment F
22. Have you ever defaulted on or failed to complete a contract under yotn• curreut company
name or any other company i�amc7 If so, where and why7 Give name aud tclephone numbe�•
of Owncr. �o
23. Have you ever had a contract terminated by the Owner? If so, where and why? Give naine
and telephane number (s) of Ownea' (s). No
24. Has your company ianpletnented au Employee Healtfi and Safety Prog►�any compliaut with 29
CFR 1910 "General Lidushy Standards" and/or 29 CFR 1926 "General Cansti�uction
Staiidards" as tliey lpply to youc Cotrtpany's customary activities?
http://�vw�v.osha.��/pls/osbaweb/ow�s►�ch.seai•ch form?p doc iy��e=S'TANDARUSScp toc
lcvel=l &p keyvalt�e=1926 yes
25. Please indicate ttie total nuanUer of projects yotu� Fi�•m has undert�keta withiz� the last five
years? zs
2G. Insur�nce Information
a. Name af L�sw�anee C�ci•ier Cincinnati Insurance Company
b, Agent Namc Ste�e Zinecker - Southwest Assurance
c, Addc•ess of Agency 235o Afrport �rwy, Sulte 202
d. City/State Bedford, rx 76oz2
P�ge 1 I3 of RFP � 5253
CITY O[' DCNTON
RI+P 5253
e. Plioue Number 817-324-7067
£ Email addcess of Agettt sz�necker@southwestassurance,com
27. List a[1 subcontractors whom respondent estim�tes wilE fulfill 15% or iriore of the co�att•act:
If you need subcontractor names, they wfl! be available upon request.
Concrete
Drywail
Electrical
Plumbing
HVAC
28. ResidentlNo�i-Resideiat Bidder Determinatiou;
Texas Government Code Section 2252A02: Non-cesident bidders. Texas law prol�ibits cities
aucfi other governnzei�tal iu�its from awarding contracts to a non-resident firiu iuiless the
amount of such a bid is tower tt�an the lowest bid by a Texas resideut by the amou�it tlte
Texas resident would be required to underbid in the iion-resident bidders' state. Iu order to
inake this determination, please pi•o�ide the �iamc, address and phone number of;
a. Propasing firms principle place of bi�siness;
5797 CR 126, Suite A
Celina, TX 75009
b, Coinpauy's majarity o�vner prineiple place of business:
5797 CR 126, Sulte A
Cel(na, TX 75009
c. Ultin�ate Parent Compauy's principle place of business:
5747 CR 126, Suite A
Celina, TX 75009
Page 114 af RPP �! 5253
C'erli�C.tten�'AcCO�mt Sl�l�is � l�ciler of Good Stanclini,;
oo.��,eoy�.
�����
ry,x*�
�'�XAS �4MPT1�t71,l�Cft O� PUB�.1C AGC�UI�TS
susnn cori�s • c�ri�Yr�tot.i�r.it � nusrin, �rcxl�s ��3�;{�.
Marcli 1, 2C13
C�RTYI�'TCAT,L<' O�[' ,r1,CCOY7NT STA'�'iJ.�
TH� S�ra•r�: or� ���N XAS
COUNTI' OF TTiitVIa
1'z��� I t�1' I
T, Susan Contbs, Compta:oller o€ Public Accounts af the SCate af Texas, DO
H'��RE;BY C�:RTTPY rhaL x�ccprctiny to t;he records of lhis af�'i.ce
SCHldOLDT CONSTRUCTION, TNG.
is, a, oi this dal:e, in good stan�ling tirit� tl�is oific� havi.ng no franchise
tax reports or paymen45 due at this ti.me. This cerl-ifica�e is vali.d L•hrough
L'he dale Ghal: r.he nexi iranr.hzse ta�: repazt will be duQ May 15, 2013.
This certificato dves not n�ako a roprQSentation as Co tihe sratus of the
entity's r�yasL•rai:zon, �f any, with the 'I'exas Secretary c�i State.
Ti�is certificate is vaiid for the purE�ose o� conversa.on when the convertad
entity i, �ubject to fr.anchi�e tax a� rec�u.irod by la�a, 7'hi:; certificai;G i.:i
not ��aliG for 1ny o�hez �i.ling with Y.he Texas Secretary of Sta�e.
G�VFTI Oi�pFR MY HAN� AND
S�:AL Uk CEFICE; i;t the Cit,y olf
AusCin, tl�xs l.sL day oL
March 2(7,13 A. D,
+�..
Sasar. C;om}�3
Toxas ComptL011er
Ta:cpayQr numher: 19"�2Q3367_29
E'ile nurnbex; OE3000G4596
ro�m o5-304 (Hev. t2-n�ri7)
hll��s://aurc��a.c��a.state.tx.us/eon/sc►vlel/cJ�a.app.coa,Ca��.etler 3/1 /2013
CITY Or D�NTON Attachment H
RI'P 5253
DISADVANTA.GED BUSINESS UTILIZATION
The City of Dcntou will et�sure that purcliases of equipmeut, materials, supplics, and /or services camply
with Texas Local Govermnent Code 252.Q215, in regards to competitive rec�uireme�ats in relatio�i to
Disadvantaged Busitiess Enterprises (DBE). The City will ensure tl�at all procuremeut opportuuities are
cost effcctive, and contributable to ihe cotnpetitiveness of the City, and its customers. All Frocttrement
�ctivities will be conducted itx an open aud fair manuer with eqi�al oppartunity provided for all quali�ed
parties, Thc City of Denton will providc cqual contracting opporhinities as provided by State aud
Federal law ta small business enterpcises, Historically Undeiutilized Businesses, and Disadvantaged
Business Ente�•prises. The City of Deuton encom•ages all awarded Contractors to scek qualificatiou as a
DBE andlar utilize DBE's ��s sub-contractors, wltere feasible, to meet the overall intent of tl�e
legislatioi�.
Disadvant�eecl Business Cnterurises (DBE): are encour�ged to participate in the City ofDenton's
pcoeurement process. Tl�e Purchasing Departttient will provide additioual c[arification af specificatioi�s,
assistancc witli Propasal Forms, and furfl�cc expla�t�tion of procucement procedures to tliose DBEs �vJio
cequest it, Representatives fi•om DBE companies should identify thetnsclves as such and submii a co�ry
of t(�e Certi�cation. The Cily �•ecognizes the certificakions of the St�te of Texas Building �iid
Procure�nent Commissiou FIUB Program. All companies seeking ii�formation conceri�iug DBE
certificatio�� aa•e urged to contact.
State af Texas HUB Program — TPAS5 Divisioi�
PO Box 13047, Austin, TX 78711-3Q47
(512) 463-58'l2 or (888) 863-588I or httu;//www.�viudp�v.state.tx,us/prne��rement/��r��/IuiU/
Insh�uctions: If your couipany is already certified, attacli z copy of your ce��tificatioii to tl�is form aud
returii tivith the submissioa�. If your co�npany is not already certified, �nd could be considcrcd as mccting
certification rec�uirements, please use ihe evcb lii�k to obtain such. Tf you ace subn�itting a�'esponse attd
plan to utilize DBE's as subconh•actors, tlien use the form below to ideutify tlie business(s) aud include
#t�c HUB certification for each subcontractor.
COMPANY NAME: D8E's to be determined.
REPRESENTATIVE:
ADDRESS:
CTTY, STATE, ZIP:
TELE�HONE NO.
FAX NO .
�ndicate all tliat appl,y:
Minority-O�vued Business Enterprise
Women-Owned Business Enterpcise
Disadvanfaged Business Enterpi�ise
Pnge I 25 of RFP �E 5253
Exhibit I
Form CI
,Confl,ict,,,of,I�nterest Questionnair�
CI7'Y Or llCN'1'ON
IZI�P SxS3
A'1°1'ACHMLNT G
A�!`�1"AC��TM�1VT N
C�NFLICT �F INTFREST C�UESTIONNAIRE
ror vendor or oft�er pe►xon doio� busfucss witU loc�l go��crnmental e�.ttity
'f6is rJuaslibnnnire rr.11crls rhang�c rna�le b ILe law by H.R. 14?I, 8011� f,eg., 12�gulnrSncsi�n.
'1'I�is qucslio�U�airc is bChtg filcd in �tcordancc with chaplcr 17G of tbc Local Govcrnmcnt Code 6y a person
wlio IFas a busi�iess rel�[iotisl�i�� ns defined by Seotion 17G.001{I-a) with a local �ovcntmental epli(y and the
persnn rneels requiremei��s ut�der Sectior► 17G.U0G(a).
8y la�v this qur.stionn�ire must be. filcd wilh il�c reca•ds aduiii�islrntor of �hc lacnl gnvernmenr entily not later
than the 71h busincss day aflcr the dota thc person bseomcs a�vare nf fac�s th�t rcquirc thc statemctit to be Bfed.
Sce Secliou 17fi,006, L.actll G�vennnertt CodC,
A person commils vu offensc i f the person knowingly vialales Scetion 17G.00G, Loca1 Governnient Cude.
affcnso undcr lhis scction is a Clnss C misdcutcanor.
; 1 Nan,c of imrson tiri�o has a busi,icss rcla�ionslii�� witli loc�il govcrnmenlal cuUty.
N/A
j� ('.h��k tlii4 bnr if you nrc �Iing an updalr fQ a prraiously fllr4 qups�ionnairc.
LJ
A io
�dRM CXQ
C1F�ICI; I.ISIi ONLY
m�t R�wtv�a
("flic Ea�e rcquires Ihal you 41c an iqidntcd rnm�deteA qucslionnaire wi�h tlte approprielc filing �ulhorily nol lnlcr tliAn Ihc 7° bnsiness clay aQcr the
PI/A dnlCtlicorigi�inllyfilcdqucstionneircbccomcsi�ieomplcicorinnecurolc.)
Ne�tic of tocA) gAVCmt�lcnl o(fccr wi111 WIIOni i11CF 1185 A�I CmplOyn�cnt or bu5incst rclatiansf�ip,
���
NfU71C Oi��lcfr
This seclion, (item 3 fncluding subparis A, B, C& n), mast be wmpleted lor eaCh Oliicer with whom tiie flter Itas an eroploymenl or olher business
relalionship r�s dopned Uy SCCtion 178.001(9-a}, Locel Governme�t Code. Ailacl► Uddilional pages 101t�is Form CI(,� as �ece5sary,
/1. Is Ilie IoCal governmenl oflic�r named in lhis Ecclion receiving or likely lo receive laxab�e income, oiher Ihan inveslment income, from 1lto
fiferof Ilie queslionnai►e?
� Yes � Np N�A
B, ts Uie fller o( ll�o questlonnaire receiving or I�iely lo rece{vo laxable InCOme, oGx+r than Investmonl �nCOme, frcrn or al lho dlrecllon of lhe
� toeal govemment afficar narned in tliis sectfon AND tlin taxable incomo is not reccaived from lhe local c�ovemmenfal onl�ly/l
� � Yes Q No �JA
' C. Is the fiter of tliis quastlonnaire employed by a corporalfan or other Uusiness entlly �vilh respecl to whicli Ihe loca� qovernmenl officer
serves as an o�ficer or director, or hqlds an awnetship of 1p percent or mOre?
'. �--� Yes LJ �o N/A
D. Desctibe sactt affiliadon or buslness rel8tioqship.
N/A
_���
�"= �.�-�""
.� _"""�--- -.
SigrtaluYO of person doing buslnoss v�llh Ihe governrnenla! onUly
Pa�c 12� oflZFh 1! S2S3
G/6/13
Dale