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2017-040�..., . �� l�J►��J:�\'IG#�►#1:r1�►s' . ...- ♦ :� � , �.... � ♦ � � �.� ! '� � � � •� ! � t, � .,.. � ♦ '�. ♦ R ,' �,. � , � '�� • � . .� �� .. : � �. � �� R '�. � �� : • �.. R ' �; � R • ..... �. �� .. � � • . � .� � � � '; ! �: ! R �� I,R � � ! �. � . �....., �; � 1 � ,,, � : � . ,,,. ��.. '. ! ..* ! �.... ,. � � ,.! ! . , � �, ♦ ��.. , ♦..... � � � ,; I ♦ �:... 1 � �' : � ��: . :� �� :� R� � ,�: ..* �1 �.. .�.. � � : ��. WHEREAS, the City has solicited, received and tabulated competrtive proposals for the canstruction of public works or improvements in accordance with the procedures of State law and City ardinances; and ' � ,*- � , •- . _� - • � -r, � , • +-+' .' +- r-� • •�� , . - � -r • •�• . •, • � •' - * � • � • • - �- �-� - . -�+- • ' •�• . ' ' �• . � • . , � �- • ;i ' i • • • ! ! ! • ' ' � •'1' • _ • � � • •- -•••�. � - • � r � � + • i r • - . � �. �-� - ''-• - • �' •�� . � � . .' � •. �' • � - - � � � . + • +- -w . � •; • � � . �_ ' . -� • . 'r' -• -� ♦ .�r � -� RFP � AMOUNT NUMBER CONT CTOR 6304 Wilson Contractor Services, LLC $530,485.15 •' -� . � ,�� , • - ,�� • �- - � �� •' • - ., � . �-' - , � - �- � � + � � r� • • • • • • • � • • - -�,-w , r .�• • -� •- � • �, , -w •- -� � - � ' •�� - • , • � . � . � • � •- � . � �. •� � � , . ' . � • • - . . s � ,.- -• • -� • - * ,,, * . �- � , - • _ � �, � - • � • • • • - - . • �, - � •�� . -� -� . � .�• • ^� • • �-� .,' • .�- • �, •' �' ��•, - , � �-� r ' �r• . , � �r : -,� �- + • • r • . � •- • , •. • - . � �- -a �,; , -• - SECTION 4. The City Council ofthe City af 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 6304 to the City Manager af the City af Denton, Texas, or his designee, SECTION 5. Upon acceptance and approval of the above competitive proposals and the executian of contracts for the public works and impravements 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 became effective immediately upon its passage and approval, PASSED AND APPROVED this the �� day of �� _�� , 2017, � � �' �`�r'< � � r� ��,� p° �� ,,.. ��, d . �, . � f" : r \_, ti,..t� .,�' . —��.,..e _......,.,,m,..� CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: � �� '` _ ��° .•••� � . � . �• , . . . . �• . �- .�. �° � �-- �--� �� BY: `� � �: , ,�..�. _ � ��. �� .M._. ._� �.. _.�__... � ,_�� w DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND WILSON CONTRACTOR SERVICES, LLC (RFP 6304) February 7, 2017 THIS CONTRACT is made and entered into this date , by and between Wilson Contractor Services, LLC a corporation, whose address is 3985 Min�o Road, Denton, TX 76208, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home-Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the subsequent execution of this Contract by the Denton City Manager, or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide construction services in accordance with the City's RFP # 6304 Denton Ener�v Center Waterline Phase l, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton Request for Proposal # 6304 (Exhibit "B" on file at Ofiice of Purchasing Agent) (c) General Provisions-Standard Terms and Conditions (Exhibit "C"); (d) Payment and Performance Bond Requirements (Exhibit "D"); (e) Insurance Requirements (Exhibit "E"); (f) Certificate of Interested Parties Electronic Filing (Exhibit "F"); (g) Contractor's ProposaL (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to this written Contract, and then to the Contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CONTRACTOR DocuSigned by: BY: ��'. AUTHOR 3��1"�4�TURE 1/26/2017 Date: Anthony Martinez Name: T1tle: Vice President (940) 243-1174 PHONE NUMBER tony@wilsoncontractorservices.com EMAIL ADDRESS 2017-158635 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS A Texas Municipal Corporation DocuSigned 6y: B�: 1 v�� . �'�,°�FI�IAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY DocuSigned by: By. ,�un,�,i�t,V' �1a.(�t.,V�S C5BFAFC1821946D... APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY DocuSigned by: By: ,�b�t,ln, �.i9� C821996C2A2B439... Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 EXHIBIT A SPECIAL TERMS AND CONDITIONS 1. TOTAL CONTRACT AMOUNT The Contract total for services shall not exceed $530,485.15. Pricing shall be per Exhibit G attached. 2. CONTRACT TERM The Contract shall commence upon the issuance of a Notice to Proceed. Contractor shall begin work on site within twenty (20) working days (Monday-Friday/Saturday) of receipt of Notice to Proceed. Project shall be complete within thirty (30) working days after work commences on site. Delays are further discussed in the Standard Terms and Conditions Exhibit C, Section12.03. 3. INVOICES AND PAYMENT PROCESSING: Pavment nrocessin�: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty (30) days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The thirty (30) day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever date is later. Direct denosit for pavments: Prime Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.denton�urel�asin�.eom. Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of Chris Lutrick, City of Denton Electric Department, 1701 C Spencer Road, Denton, TX 76209. The copy may also be emailed to Mr. Lutrick at chris.lutrick@cityofdenton.com. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Invoices for partial payments on construction projects should normally be presented for payment within the first five (5) days of the month, and submitted on the Pay Application Form. 4. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Prime Contractor performing work under this Contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 5. Payments to Contractors: a) Upon presentation of valid invoices, which should be within the first week of each month, the Owner shall make partial payments to the Prime Contractor for construction accomplished during the preceding calendar month on the basis of completed construction certified to by the Prime Contractor and approved by the Owner and Architect/Engineer solely for the purposes of payment. Provided, however, that such approval shall not be deemed approval of the workmanship or materials. Only ninety-five percent (95%) of each payment request approved during the construction of the proj ect shall be paid by the Owner to the Prime Contractor prior to completion of the Proj ect. Upon the approval by the Owner of the Prime Contractor's "Final Invoice for Payment" showing the total cost of the construction performed, the Owner shall make payment to the Prime Contractor of all amounts to which the Prime Contractor shall be entitled there under which shall not have been paid: Provided, however, that such final payment shall be made not later than ninety (90) days after the date of completion of construction of the Project, as specified in the Final Invoice for Payment, unless withheld because of the fault of the Prime Contractor. b) The Prime Contractor shall be paid on the basis of the percentage of the work actually completed for each construction item. The total amount paid for periodic billings shall not exceed the maximum Contract price for the construction of the project as set forth in the Contract, unless such excess shall have been approved in writing by the Purchasing Agent as part of a change order. c) No payment shall be due while the Prime Contractor is in default in respect of any of the provisions of this Contract, and the Owner may withhold from the Prime Contractor the amount of any claim by any third party against either the Prime Contractor or the Owner based upon an alleged failure of the Prime Contractor to perform the work hereunder in accordance with the provisions of this Contract. This includes, without limitation, the alleged failure of the Prime Contractor to make payments to subcontractors. 6. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR: Upon award of the Contract, the Prime Contractor shall inform the Owner of the subcontractors and material sources that will be used. Upon the completion by the Prime Contractor of the construction of the Project, but prior to final payment to the Prime Contractor, the Prime Contractor shall deliver to the Owner releases of all liens, and of rights to claim any lien, from all manufacturers, materiamen and subcontractors furnishing services or materials for the Project, to the effect that all materials or services used on or for the Project have been paid for and indicating that the Owner is fully released from all such claims. 7. PAYMENTS TO MATERIALMEN AND SUBCONTRACTORS: The Prime Contractor shall pay each materialman, and each subcontractor, if any, not later than five (5) days after receipt of any payment from the Owner, the amount thereof allowed the Contractor for and on account of materials furnished or construction performed by each materialman or each subcontractor. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 8. REMEDIES: a) Completion of Prime Contractor's Default If default shall be made by the Prime Contractor or by any subcontractor in the performance of any of the terms of this proposal, the Owner, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Prime Contractor and the Surety or Sureties upon the Prime Contractor's bond or bonds a written notice requiring the Prime Contractor to cause such default to be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the Prime Contractor such default shall be corrected or arrangements for the correction thereof satisfactory to the Owner and/or Architect/Engineer shall be made by the Prime Contractor or its Surety or Sureties, the Owner may take over the construction of the Project and prosecute the same to completion by Contract or otherwise for the account and at the expense of the Prime Contractor, and the Prime Contractor and its Surety or Sureties shall be liable to the Owner for any cost or expense in excess of the Contract price occasioned thereby. In such event the Owner may take possession of and utilize, in completing the construction of the proj ect, any materials, tools, supplies, equipment, appliances, and plant belonging to the Prime Contractor or any of its subcontractors, which may be situated at the site of the Project. The Owner in such contingency may exercise any rights, claims or demands which the Prime Contractor may have against third persons in connection with this Contract and for such purpose the Prime Contractor does hereby assign, transfer and set over unto the Owner all such rights claims and demands. b) Cumulative Remedies Every right or remedy herein conferred upon or reserved to the Owner shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute, and the pursuit of any right or remedy shall not be construed as an election. Provided, however, that the provisions of the REMEDIES SECTION shall be the exclusive measure of damages for failure by the Prime Contractor to complete the construction of the Project within the time herein agreed upon. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 RFP # 6304 Exhibit C— General Provisions and Terms and Conditions CITY OF DENTON GENERAL CONDITIONS FOR WATER PROJECT CONSTRUCTION This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Law. STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Prepared by I�1►[e11►1 �1 �I:�YIL�l1►� 1[K�l►� Y:7�� 1� IZ�Zflll►i I�1►� KYK�I►i I►i I � W Y�1 y and Issued and Published Jointly By � � �'l.� ��r�'a��+�� r�a��y �� w �r1��w��t ��t�t��+�� „� � t ,_� c�� < <, � i_v �, �e�,:� c<,,,�� s F�I��Ct�l��"i��i� F'�v�hl� P��i� ��,�dwu �� s �,�� .��a��, PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE a practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN COUNCIL OF ENGINEERING COMPANIES AMERICAN SOCIETY OF CIVIL ENGINEERS This document has been approved and endorsed by kd �� y � ��y s� � �, � � s e �� MMEi1� � � �+ s The Associated General Contractors of America �Knowledge f4r Greating and SuStair�ing ih� Bvi�t Envi�anmen[ DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Construction Specifications Institute Copyright �2002 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Council of Engineering Companies 101515th Street, N.W., Washington, DC 20005 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 These General Conditions have been prepared for use with the Suggested Forms of Agreement Between Owner and Contractor Nos. G520 or G525 (2002 Editions). Their provisions are interrelated and a change in one may necessitate a change in the other. Comments concerning their usage are contained in the EJCDC Construction Documents, General and Instructions (No. C-001) (2002 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Preparation of Supplementary Conditions (No. C-800) (2002 Edition). These General Conditions have been amended by the City of Denton, for specific utilization with the government entity's water and wastewater construction contracts, effective 8.1.13 RFP # 6304 - Exhibit C Page 2 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects TABLE OF CONTENTS Page ARTICLE 1- DEFINITIONS AND TERMINOLOGY ..............................................................................................................1 1.01 Defined Tes�rns .......................................................................................................................................................... l 1.02 Tes�minolo�t% .............................................................................................................................................................3 ARTICLE 2 - PRELIMINARY MATTERS ...............................................................................................................................4 2.01 Deliver�of Bonds and Evidence of Insurance .........................................................................................................4 2.02 Copies of Doczanents ...............................................................................................................................................4 2.03 Commencement of Contract Times; Notice to Proceed ...........................................................................................4 2.04 Stas'tij�a tlre Work .....................................................................................................................................................4 2.05 Before Stas�tina Construction ...................................................................................................................................4 2.06 PY2C011S11'ZlCll011 C011 2Y211C2 ....................................................................................................................................4 2.07 Initial Acceptance of Schedules ...............................................................................................................................4 ARTICLE 3- CONTRACT DOCUMENTS: INTENT AMENDING REUSE ........................................................................5 3.01 Intent ........................................................................................................................................................................ 5 3.02 Reference Standards ................................................................................................................................................5 3.03 Reportin� and Resolvin� Discrepancies ..................................................................................................................5 3.04 Amendin� and Su�lementin� Contract Documents ................................................................................................6 3.05 Reuse ofDoczanents .................................................................................................................................................6 3.06 Electronic Data ........................................................................................................................................................6 ARTICLE 4- AVAILABILITY OF LANDS� SUBSURFACE AND PHYSICAL CONDITIONS� HAZARDOUS ENVIRONMENTAL CONDITIONS� REFERENCE POINTS ..................................................................................................6 4.01 Availabilitti o Lands ................................................................................................................................................6 4.02 Subsurface and Phtisical Conditions ........................................................................................................................7 4.03 Differin� Subsur ace or Phtisical Conditions ..........................................................................................................7 4.04 U71Cl2Ya1'OZl11CIFQCZIZIZ2S ............................................................................................................................................g 4.05 Reference Points ......................................................................................................................................................8 4.06 Hazardous Environmental Condition at Site ........................................................................................................... 8 ARTICLE 5- BONDS AND INSURANCE ...............................................................................................................................9 5.01 Performance, Patiment, and Other Bonds ................................................................................................................9 5.02 Licensed Sureties and Insurers ..............................................................................................................................10 5.03 Ces�ti icates oflnsurance ........................................................................................................................................10 5.04 Contractor's Liabilitv Insurance ...........................................................................................................................10 5.05 Owner's Liabilitv Insurance ..................................................................................................................................11 5.06 Propes�tti Insurance ................................................................................................................................................11 5.07 Waii�es' o Rialrts .....................................................................................................................................................12 5.08 Receipt and A�lication of Insurance Proceeds ....................................................................................................12 5.09 Acceptance of Bonds and Insurance; Option to Replace .......................................................................................12 5.10 Partial Utilization, Acknowled�ment o Propert�%Insurer .....................................................................................13 ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES ..........................................................................................................13 6.01 Supervision and Superintendence ..........................................................................................................................13 6.02 Labos�, Workina Hours ...........................................................................................................................................13 6.03 Services, Materials, and Equipment ......................................................................................................................13 6.04 Ps�oaress Sclredule ..................................................................................................................................................13 6.05 Substitutes and "Or-Equals" .................................................................................................................................14 6.06 Concernin� Subcontractors, Su�liers, and Others ...............................................................................................15 6.07 Patent Fees and Rotialties ......................................................................................................................................16 6.08 Pes�rnits ...................................................................................................................................................................16 6.09 Laws and Reaulations ............................................................................................................................................16 6.10 Taies ......................................................................................................................................................................17 6.11 Use of Site and Otlrer Areas ................................................................................................................................... 17 RFP # 6304 - Exhibit C Page 3 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 6.12 RecordDoczanents ............................................................................................................................................. 6.13 Safetti andProtection ......................................................................................................................................... 6.14 Safetti Representative ......................................................................................................................................... 6.15 Hazard Communication Pro�rams .................................................................................................................... 6.16 Er�2eraej�cies ....................................................................................................................................................... 6.17 Slrop Drau�inas and Sarnples ............................................................................................................................. 6.18 Cojztijzt�ijza tl�e Work .......................................................................................................................................... 6.19 Contractor's General Warrantv and Guarantee ................................................................................................ 620 Indemni acation .................................................................................................................................................. 621 Dele�ation o Professional Desi�n Services ...................................................................................................... ARTICLE 7- OTHER WORK AT THE SITE ..................................................................................................................... 7.01 Related Work at Site ........................................................................................................................................... 7.02 Coordination ...................................................................................................................................................... 7.03 Leaal Relationslrips ............................................................................................................................................ ARTICLE 8- O R'S RESPONSIBILITIES .................................................................................................................. 8.01 Communications to Contractor .......................................................................................................................... 8.02 Replacer?2ej�t o Ej�aij�ees' ................................................................................................................................... 8.03 Furnislr Data ...................................................................................................................................................... 8.04 Pati Wlren Due ................................................................................................................................................... 8.05 Lands and Easements; Repos�ts and Tests .......................................................................................................... 8.06 Insurance ........................................................................................................................................................... c�.�% CI�Q71a2 O1'CI21'5 ................................................................................................................................................... 8.08 Inspections, Tests, andA�rovals ...................................................................................................................... 8.09 Lirreitations on Owner's Responsibilities ........................................................................................................... 8.10 Undisclosed Hazardous Environmental Condition ............................................................................................ 8.11 EvidenceofFinancialArran�ements ................................................................................................................. ARTICLE 9- ENGINEER'S STATUS DURING CONSTRUCTION ................................................................................. 9.01 Owner 's Representative ..................................................................................................................................... 9.02 Visits to Site ....................................................................................................................................................... 9.03 ProiectRepresentative ....................................................................................................................................... 9.04 Autlrori�ed Variations in Work .......................................................................................................................... 9.05 Reiectina Defective Wor�k ................................................................................................................................... 9.06 Shop Drawin�s, Chan�e Orders and Patiments ................................................................................................. 9.07 Determinations for Unit Price Work .................................................................................................................. 9.08 Decisions on Requirements of Contract Documents and Acceptabilitt�oo Work ............................................... 9.09 Lifnitations on Engineer'sAuthoritv and Ilesponsibilities ..................... ........................................................... ARTICLE 10 - CHANGES IN THE WORK� CLAIMS ....................................................................................................... 10.01 Autl�os'i�ed Cl�ajzaes ijz tl�e Work ....................................................................................................................... 10.02 Unautlrori�ed Clranaes in tlre Work ................................................................................................................... 10.03 E.l"2CZl11011 Of CI�Q71a2 O1'CI21'5 .............................................................................................................................. 10.04 Notification to Suretti ......................................................................................................................................... 10.05 Claims ................................................................................................................................................................ ARTICLE 11 - COST OF THE WORK� ALLOWANCES� UNIT PRICE WORK .............................................................. 11.01 Cost o tlre Wos�k ................................................................................................................................................ 11.02 Allou�ances ......................................................................................................................................................... 11.03 Unit Pr�ice Wor�k ................................................................................................................................................. ARTICLE 12 - CHANGE OF CONTRACT PRICE� CHANGE OF CONTRACT TIMES ................................................. 12.01 Clranae of Contract Price .................................................................................................................................. 12.02 Clranae of Contract Times ................................................................................................................................. 12.03 Delavs ................................................................................................................................................................ ARTICLE 13 - TESTS AND INSPECTIONS� CORRECTION REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK... 13.01 Notice o�e ects ................................................................................................................................................ 13.02 Access to Wos�k ................................................................................................................................................... 13.03 Tests and Inspections ......................................................................................................................................... 13.04 Uncoverina Work ............................................................................................................................................... 13.05 Oumer Mati Stop tlre Work ................................................................................................................................. 13.06 Correction or Removal o�efective Work ......................................................................................................... RFP # 6304 - Exhibit C Page 4 ..17 ..17 ..18 ..18 ..18 ..18 ..19 ..19 ..19 ..20 .. 20 .. 20 ..21 ..21 ..21 ..21 ..21 ..21 ..21 ..21 ..21 ..21 ..21 .. 22 ..22 .. 22 .. 22 .. 22 .. 22 .. 22 ..22 .. 22 .. 23 ..23 .. 23 .. 23 .. 23 .. 23 .. 24 ..24 .. 24 ..24 ..25 ..25 .. 26 .. 26 .. 27 ..27 .. 27 ..28 ..28 ..28 ..28 ..28 .. 29 .. 29 .. 29 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 1�.�% C01'Y2CIZ0J1 P2YZOCI ..................................................................................................................................................Z9 13.08 Acceptance o�efective Work ............................................................................................................................... 30 13.09 Oumer Mati Cos�r�ect Defective Work ......................................................................................................................30 ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION ..............................................................................30 14.01 Sclredule o T/alues .................................................................................................................................................30 14.02 Ps�oaress Patiments ................................................................................................................................................31 14.03 Contractor's Warrantv ofTitle ..............................................................................................................................32 14.04 Substantial Cornpletion ..........................................................................................................................................32 14.05 Pas�tial Utili�ation ..................................................................................................................................................33 14.06 Final Inspection ..................................................................................................................................................... 33 14.07 Final Patiment ........................................................................................................................................................33 14.08 Final Cornpletion Delatied .....................................................................................................................................34 14.09 Waii�er o Clairns ................................................................................................................................................... 34 ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION .........................................................................................34 15.01 Oumer Mati Suspend Work ..................................................................................................................................... 34 15.02 Owner Mati Terminate or Cause ........................................................................................................................... 34 15.03 Owner Mati Terminate For Convenience ...............................................................................................................35 15.04 Contractor Mati Stop Work or Tes�minate ..............................................................................................................35 ARTICLE 16 - DISPUTE RESOLUTION ................................................................................................................................35 16.01 Metlrods and Procedures ....................................................................................................................................... 35 ARTICLE 17 - MISCELLANEOUS .........................................................................................................................................36 17.01 Givina Notice ......................................................................................................................................................... 36 17.02 Cornputation o Times ............................................................................................................................................36 17.03 Cumulative Remedies .............................................................................................................................................36 17.04 Survival of Obliaations ..........................................................................................................................................36 17.05 Controllina Lau� and T/enue ................................................................................................................................... 36 17.06 Headij�as ................................................................................................................................................................36 17.07 Non-Discrimination ............................................................................................................................................... 36 17.08 Independent Contractor .........................................................................................................................................36 17.09 Gifts to Public Servants .........................................................................................................................................36 17.10 Ri�ht to Audit Contractor's Records ..................................................................................................................... 36 17.11 Notice of Contract Claim ....................................................................................................................................... 36 17.12 St[ccessos's aj�dAssiaj2s ..........................................................................................................................................36 17.13 Written Notice ........................................................................................................................................................36 17.14 Ri�hts and Remedies; No waiver o Ri�hts bti Owner ...........................................................................................36 17.15 Interest ................................................................................................................................................................... 36 RFP # 6304 - Exhibit C Page 5 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects GENERAL CONDITIONS ARTICLE 1 - DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the solicitation Requirements or Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda--Written or graphic instruments issued prior to the opening of solicitation which clarify, correct, or change the solicitation requirements or the proposed Contract Documents. 2. Agreement--The written instrument which is evidence of the agreement between Owner and Contractor covering the Wark. 3. Application for Payment--The form acceptable to Engineer which is to be used by Contractor during the course of the Wark in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 4. Asbestos--Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Proposal--The submission of a respondent on the prescribed farm setting forth the prices far the Wark to be performed. 6. Respondent--The individual or entity who submits a proposal directly to Owner. 7. Solicitation Documents--The solicitation requirements and the proposed Contract Documents (including all Addenda). 8. Solicitation Requirements--The Advertisement, Instructions, security of acceptable form, if any, and the submittal forms with any supplements. RFP # 6304 - Exhibit C Page 6 9. Change Order--A document recommended by Engineer which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 10. Claim--A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim. 11. Contract--The entire and integrated written agreement between the Owner and Contractor concerning the Work The Contract supersedes prior negotiations, representations, or agreements, whether written or oral. 12. Contract Documents-- Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other Contractor's submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 13. Contract Price--The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subj ect to the provisions of Paragraph 11.03 in the case of Unit Price Work). 14. Contract Times--The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any, (ii) achieve Substantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payment. 15. Contractor--The individual or entity with whom Owner has entered into the Agreement. 16. Cost of the Work--See Paragraph 1 l.Ol.A for definition. 17. Drawings--That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined. 18. Effective Date of the Agreement--The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 19. Engineer--The individual or entity named as such in the Agreement. 20. Field Order--A written order issued by Engineer which requires minor changes in the Wark but which does not involve a change in the Contract Price or the Contract Times. 21. General Requirements--Sections of Division 1 of the Specifications. The General Requirements pertain to all sections of the Specifications. 22. Hazardous Environmental Condition--The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Material in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Wark. 23. Hazardous Waste--The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 24. Laws and Regulations; Laws or Regulations- -Any and all applicable laws, rules, regulations, ordinanc- es, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 25. Liens--Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 26. Milestone--A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work. 27. Notice of Award--The written notice by Owner to the Successful contractor stating that upon timely compliance by the Successful contractor with the conditions precedent listed therein, Owner will sign and deliver the Agreement. 28. Notice to Proceed--A written notice given by Owner to Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start to perform the Work under the Contract Documents. 29. Owner--The individual or entity with whom Contractor has entered into the Agreement and for whom the Wark is to be performed. 30. PCBs--Polychlorinated biphenyls. 31. Petroleum--Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions RFP # 6304 - Exhibit C Page 7 of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils. 32. Progress Schedule--A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 33. Project--The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 34. Project Manual--The bound documentary information prepared for soliciting and constructing the Work A listing of the contents of the Project Manual, which may be bound in one ar more volumes, is contained in the table(s) of contents. 35. Radioactive Material--Source, special nucle- ar, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 36. Related Entity -- An officer, director, partner, employee, agent, consultant, or subcontractor. 37. Resident Project Representative--The autho- rized representative of Engineer who may be assigned to the Site or any part thereof. 38. Samples--Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Wark will be judged. 39. Schedule of Submittals--A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 40. Schedule of T�alues--A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 4L Shop Drawings--All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 42. Site--Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are designated far the use of Contractor. 43. Spec f cations--That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and warkmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. 44. Subconiractor--An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 45. Substantial Completion--The time at which the Work (or a specified part thereo� has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereo� is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereo� can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 46. Successful Contractor--The respondent submitting a responsive submission to whom Owner makes an award. 47. Supplementary Conditions--That part of the Contract Documents which amends or supplements these General Conditions. 48. Supplier--A manufacturer, fabricator, suppli- er, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or any Subcontractor. 49. Underground Facilities--All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 50. Unit Price Work--Work to be paid for on the basis of unit prices. 51. Work--The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and RFP # 6304 - Exhibit C Page 8 documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 52. Work Change Directive--A written statement to Contractor issued on or after the Effective Date of the Agreement and signed by Owner and recommended by Engineer ordering an addition, deletion, or revision in the Wark, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed ar to emergencies. A Wark Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 1.02 Terminology A The following words ar terms are not defined but, when used in the Solicitation Requirements or Contract Documents, have the following meaning. B. Intent of Certain Terms or Adjectives 1. The Contract Documents include the terms "as allowed," "as approved," "as ordered", "as directed" or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjecrives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Wark or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents. C. Day l. The word "day" means a calendar day of 24 hours measured from midnight to the next midnight. D. Defective DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 1. The word "defective," when modifying the word "Work," refers to Work tl�at is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents, or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents, or c. has been damaged prior to Engineer's - recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 14.04 or 14.05). E. Furnish, Install, Perform, Provide 1. The word "furnish," when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word "install," when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words "perform" or "provide," when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. When "furnish," "install," "perform," or "pro- vide" is not used in connecrion with services, materials, or equipment in a context clearly requiring an obligation of Contractor, "provide" is implied. F. Unless stated otherwise in the Contract Docu- ments, words or phrases which have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 - PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall RFP # 6304 - Exhibit C Page 9 also deliver to Owner such bonds as Contractor may be required to furnish. B. Evidence oflnsurance: Before any Work at the Site is started, Contractor and Owner shall each deliver to the other, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) which Contractor and Owner respectively are required to purchase and maintain in accordance with Article 5. 2.02 Copies of Documents A. Owner shall furnish to Contractor up to ten printed or hard copies of the Drawings and Project Manual. Additional copies will be furnished upon request at the cost of reproduction. 2.03 Commencement of Contract Times; Notice to Proceed A. Unless otherwise provided„ the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work - B. The date of commencement of the Wark is the date established in the notice to proceed from the Owner. The date of commencement shall not be postponed by the failure of the Contractor, or of persons or entities for whom the Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed through no fault of the Contractor, the Contractor shall be intitled to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. C. The date of Substantial Completion is the date certified by the Architect/Engineer. D. The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 2.04 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Times commence to run. No Work shall be done at the Site prior to the date on which the Contract Times commence to run. B. Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects to complete the Work within the Contract Time as specified in the Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the "Stipulated Amoun�') as stipulated in the Solicitation Proposal form and the Building Construction Services Agreement for each calendar day that the Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractor's late completion of the Project, and the stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Contractor or the Contractor's Surety sl�all pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract Time granted in writing by the Owner. Should the Contractor dispute the Owner's determination of liquidated damages due, however, or should the Contractor, or the Contractor's agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then this Subparagraph 82(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Contractor, as an alternative to all liquidated damages due. 2.05 Before Starting Construction A. Preliminary Schedules: Within 10 days after the Effective Date of the Agreement (unless otherwise specified in the General Requirements), Contractor shall submit to Engineer far timely review: 1. a preliminary Progress Schedule; indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract Documents; 2. a preliminary Schedule of Submittals; and RFP # 6304 - Exhibit C Page 10 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdi- vides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.06 Preconstruction Conference A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.OS.A, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records. 2.07 Initial Acceptance of Schedules A. At least 10 days before submission of the first Application for Payment a conference attended by Contractor, Engineer, and others as appropriate will be held to review for acceptability to Engineer as provided below the schedules submitted in accordance with Paragraph 2.OS.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. L The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Wark to completion within the Contract Times. Such acceptance will not impose on Engineer responsibility far the Progress Schedule, for sequencing, scheduling, or progress of the Work nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2. Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor's Schedule of Values will be accept- able to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Wark. ARTICLE 3 - CONTRACT DOCUMENTS: DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects INTENT, AMENDING, REUSE 3.01 Intent A The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereo� to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equip- ment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be provided whether or not specifically called for at no additional cost to Owner. C. Clarifications and interpretations of the Contract Documents shall be issued by Engineer as provided in Article 9. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations l. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such refer- ence be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of submittals (or on the Effective Date of the Agreement if there were no responses), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual or code, or any instruction of a Supplier shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to Owner, or Engineer, or any of, their Related Entities, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake respon- sibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies l. Confractor's Review of Contract Documents Before Starting Work: Before undertaking each part of the RFP # 6304 - Exhibit C Page 11 Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any Wark affected thereby. 2. Confractor's Review of Contract Documents During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents or between the Contract Documents and any provision of any Law or Regulation applicable to the performance of the Work or of any standard, specification, manual or code, or of any instruction of any Supplier, Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.16.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor knew or reasonably should have known thereof. B. Resolving Discrepancies l. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and: a. the provisions of any standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Amending and Supplementing ContPact Documents A The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by either a Change Order or a Work Change Directive. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects B. The requirements of the Contract Documents may be supplemented and minor variations and deviations in the Wark may be authorized, by one ar more of the following ways: 1. A Field Order; 2. Engineer's approval of a Shop Drawing or Sample; (Subject to the provisions of Paragraph 6.17.D.3); or 3. Engineer's written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier or other individual or entity performing or furnishing all of the Work under a direct or indirect contract with Contractor, shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereo� prepared by or bearing the seal of Engineer or Engineer's consultants, including electronic media editions; or 2. Reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaption by Engineer. B. The prohibition of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 EZectPonic Data A. Copies of data furnished by Owner or Engineer to Contractor or Contractor to Owner or Engineer that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorizarion of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the RFP # 6304 - Exhibit C Page 12 data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party.. C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4- AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability ofLands A. Owner shall furnish the Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If Contractor and Owner are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, as a result of any delay in Owner's furnishing the Site or a part thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. B. Upon reasonable written request, Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed and Owner's interest therein as necessary for giving notice of or filing a mechanic's or construction lien against such lands in accordance with applicable Laws and Regulations. C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equip- ment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: L Those reports of explorations and tests of subsurface conditions at or contiguous to the Site that Engineer has used in preparing the Contract Documents; and DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 2. Those drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) that Engineer has used in preparing the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the "technical data°' contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data°' is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. Other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. Any Contractor interpretation of or conclusion drawn from any °technical data" or any such other data, interpretations, opinions, or information. 4.03 Differing Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsur- face or physical condition at or contiguous to the Site that is uncovered or revealed either: l. is of such a nature as to establish that any "technical data°' on which Contractor is enritled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Wark in connection RFP # 6304 - Exhibit C Page 13 therewith (except as aforesaid) until receipt of written order to do so. B. Engineer's Review: After receipt of written notice as required by Paragraph 4.03.A, Engineer will promptly review the pertinent condition, determine the necessity of Owner's obtaining additional exploration or tests with respect thereto, and advise Owner in writing (with a copy to Contractor) of Engineer's findings and conclusions. C. Possible Price and Times Adjustments L The Contract Price or the Contract Times, or both, will be equitably adjusted to the extent that the existence of such differing subsurface or physical condition causes an increase or decrease in Contractor's cost of, ar time required for, perfarmance of the Wark; subject, however, to the following: a. such condition must meet any one ar more of the categories described in Paragraph 4.03.A; and b. with respect to Work that is paid for on a Unit Price Basis, any adjustment in Contract Price will be subject to the provisions of Paragraphs 9.07 and 11.03. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times if: a. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to Owner with respect to Contract Price and Contract Times by the submission of a proposal or becoming bound under a negotiated contract; or b. the existence of such condition could reasonably have been discovered or revealed as a result of any examination, investigation, explo- ration, test, or study of the Site and contiguous areas required by the Solicitation Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such final commitment; or c. Contractor failed to give the written notice as required by Paragraph 4.03.A. 3. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, a Claim may be made therefore as provided in Paragraph 10.05. However, Owner and Engineer, and any of their Related Entities shall not be liable to Contractor for any claims, costs, losses, or damages (including but not DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. 4.04 I7ndergPound Facilities A Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to Owner or Engineer by the owners of such Underground Facilities, including Owner, or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 1. Owner and Engineer shall not be responsible for the accuracy or completeness of any such information or data; and 2. the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all such information and data, b. locating all Underground Facilities shown or indicated in the Contract Documents, c. coordination of the Work with the owners of such Underground Facilities, including Owner, during construction, and d. the safety and protection of all such Under- ground Facilities and repairing any damage thereto resulting from the Wark. B. Not Shown or Indicated l. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. Engineer will promptly review the Underground Facility and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. RFP # 6304 - Exhibit C Page 14 2. If Engineer concludes that a change in the Contract Documents is required, a Work Change Directive or a Change Order will be issued to reflect and document such consequences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that they are attributable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, Owner or Contractor may make a Claim therefor as provided in Paragraph 10.05. 4.05 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.06 Hazardous Environmental Condition at Site The Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U. S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects A. Reports and Drawings: Reference is made to the Supplementary Conditions for the identification of those reports and drawings relating to a Hazardous Environmental Condition identified at the Site, if any, that have been utilized by the Engineer in the preparation of the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the "technical data°' contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data°' is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data°' or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or re- vealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Wark. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault of negligence of the Contractor or any of its Subcontractors, the Contractor shall be responsible remediating the Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible, at the sole expense of the Contractor in accordance with the Contractor's APPROVED Remediation Plan. (APPROVED represents "approved by OWNER) D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.16.A); and (iii) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). RFP # 6304 - Exhibit C Page 15 Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any. The Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Contractor or any Subcontractor or Supplier. The Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Architect/Engineer so that they may observe the activities; provided, however, tl�at it shall be the Contractor's sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. Spill Prevention Plan. At least seventy-two (72) hours priar to commencing performance of any of the Work at the Project site, the Contractor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state law, rules, and regulations. The SPRP shall be specially designed for the Contractor's planned wark methods and procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regulations, and pollution prevention policies and procedures. The SPRP shall include estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionary structures to prevent spills from leaving the site or migrating into adjacent properties or navigable waters. The SPRP shall include methods of recovery of spilled materials and all applicable twenty-four (24) hour emergency phone numbers, including without limitation that of the Owner's Project Manager or other designated representative. The Contractor shall not commence any field work prior to approval of such plan by the Owner. The following additional rules shall apply with respect to spills or releases caused by the Contractor or a Subcontractor: (1) The Contractor shall immediately report any spill or release at the Project site, whether or not it is associated with this Contract, to the Owner's Project Manager or other designated representative. Thereafter, within two (2) working days after the occurrence of such event, the Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. (2) The Contractor shall immediately respond in accordance with the SPRP in the event of a spill or release. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects (3) The Contractor shall dispose of cleanup, abatement, and remediation materials in accordance with EPA and Texas Commission on Environmental Quality (TCEQ) regulations and any other applicable federal, state, or local laws, rules, or regulations. In connection with such disposals, the Contractor shall use only those transporters and disposal facilities that are approved in advance in writing by the Owner. A copy of all transport manifests for the spilled materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon request of the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF CLEANUP, ABATEMENT, AND REMEDIATION MATERIALS SHALL BE THE SOLE RESPONSIBILITY OF THE CONTRACTOR. (4) For purposes of this Subparagraph (d), the term "spill" includes any kind of environmental discharge or release. Clean Air Management Plan. The Contractor shall comply with the Clean Air Management Plan submitted to and approved by the Owner during the contractor selection process. The Owner reserves the right, at the Contractor's sole expense, to require the removal or retrofitting of any equipment used in the course of construction that does not comply with the Plan submitted to and approved by the Owner. The Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials priar to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon request to the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. The Contractor is responsible for obtaining all TPDES Storm Water Permits from TCEQ for construction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These regulations require the filing of a notice of intent to obtain and abide by the RFP # 6304 - Exhibit C Page 16 general storm water permit for construction activities promulgated by EPA, including but not limited to clearing, grading, and excavation that disturb the applicable amount of total land area. In addition, the Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Subchapters 18 (Land Disturbing Activities) and Subchapter 19 (Drainage Standards) of the Denton Development Code, as amended. The Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos-related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non-friable. The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Article, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1) suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Contractor and approved by the Owner; (2) if the Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction wark and backcharge the Contractor for the cost of the remediation or correctlon; or (3) terminate the Contract for cause as provided in the General Conditions. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after Owner has obtained any required permits related thereto and delivered to Contractor written notice: (i) specifying that such condition and any affected area is or has been rendered safe far the resumption of Wark; or (ii) specifying any special conditions under which such DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Work may be resumed safely. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Wark stoppage or such special conditions under which Work is agreed to be resumed by Contractor, either party may make a Claim therefor as provided in Paragraph 10.05. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Wark under such special conditions, then Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the Wark. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefore as provided in Paragraph 10.05. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 7. G. Deleted by intention. H. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.H shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. I. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5- BONDS AND INSURANCE 5.01 Performance, Payment, and Other Bonds A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified RFP # 6304 - Exhibit C Page 17 in Paragraph 13.07, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents. B. All bonds shall be in the farm prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as pub- lished in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent must be accompanied by a certified copy of the agent's authority to act. C. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of Paragraph S.Ol.B, Contractor shall promptly notify Owner and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs S.Ol.B and 5.02. 5.02 Licensed Sureties and Insurers A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Owner or Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.03 Certificates of Insurance A. Contractor shall deliver to Owner, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which Contractor is required to purchase and maintain. B. Owner shall deliver to Contractor, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Contractor or any other additional insured) which Owner is required to purchase and maintain. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 5.04 Contractor's Liability Insurance A. Contractor shall purchase and maintain such liability and other insurance as specified through "Insurance and Workers' Compensation Requirements — Attachment A, and will provide protection from claims set forth below which may arise out of or result from Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perfarm any of the Wark, or by anyone for whose acts any of them may be liable: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees; 3. claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 4. claims for damages insured by reasonably available personal injury liability coverage which are sus- tained: a. by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor, or b. by any other person for any other reason; 5. claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; and 6. claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. B. The policies of insurance required by this Paragraph 5.04 shall: 1. with respect to insurance required by Paragraphs 5.04.A.3 through 5.04.A.6 inclusive, include as additional insured (subject to any customary exclusion regarding professional liability) Owner and Engineer, and any other individuals or entities identified in the Supple- mentary Conditions, all of whom shall be listed as addi- tional insureds, and include coverage for the respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these additional RFP # 6304 - Exhibit C Page 18 insureds shall provide primary coverage for all claims coveredthereby; 2. include at least the specific coverages and be written for not less than the limits of liability provided in the "Insurance and Workers' Compensation Requirements — Attachment A, or required by Laws or Regulations, whichever is greater; 3. include completed operations insurance; 4. include contractual liability insurance covering Contractor's indemnity obligations under Paragraphs 6.11 and 6.20; 5. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured identified in the Supplementary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the Contractor pursuant to Paragraph 5.03 will so provide); 6. remain in effect at least until final payment and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work in accordance with Paragraph 13.07; and 7. with respect to completed operations insurance, and any insurance coverage written on a claims-made basis, remain in effect for at least two years after final payment. a. Contractor shall furnish Owner and each other additional insured identified in the Supplementary Conditions, to whom a certificate of insurance has been issued, evidence satisfactory to Owner and any such additional insured of continuation of such insurance at final payment and one year thereafter. 5.05 (hvner's Liability Insurance A. In addition to the insurance required to be provided by Contractor under Paragraph 5.04, Owner, at Owner's oprion, may purchase and maintain at Owner's eapense Owner's own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents. 5.06 Property Insurance A. Unless otherwise provided in the Supple- mentary Conditions, Owner shall purchase and maintain property insurance upon the Work at the Site in the amount of the full replacement cost thereof (subject to such DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall: 1. include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured; 2. be written on a Builder's Risk "all-risl�' or open peril or special causes of loss policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, false wark, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire, lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage, (other than caused by flood) and such other perils or causes of loss as may be specifically required by the Supplementary Conditions; 3. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects); 4. cover materials and equipment stored at the Site or at another location that was agreed to in writing by Owner priar to being incorporated in the Wark, provided that such materials and equipment have been included in an Application for Payment recommended by Engineer; Owner; 5. allow for partial utilization of the Work by 6. include testing and startup; and 7. be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with 30 days written notice to each other additional insured to whom a certificate of insurance has been issued. B. Owner shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. RFP # 6304 - Exhibit C Page 19 C. All the policies of insurance (and the certifi- cates or other evidence thereo� required to be purchased and maintained in accordance with Paragraph 5.06 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accor- dance with Paragraph 5.07. D. Owner shall not be responsible for purchasing and maintaining any property insurance specified in this Paragraph 5.06 to protect the interests of Contractor, Subcontractors, or others in the Work to the extent of any deductible amounts that are identified in the Supple- mentary Conditions. The risk of loss within such identified deductible amount will be borne by Contractor, Subcontractors, or others suffering any such loss, and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purcl�aser's own eapense. E. If Contractor requests in writing that other special insurance be included in the property insurance policies provided under Paragraph 5.06, Owner shall, if possible, include such insurance, and the cost thereof will be charged to Contractor by appropriate Change Order. Priar to commencement of the Wark at the Site, Owner shall in writing advise Contractor whether or not such other insurance has been procured by Owner. 5.07 Waiver of Rights A. Owner and Contractor intend that all policies purchased in accordance with Paragraph 5.06 will protect Owner, Contractor, Subcontractors, and Engineer, and all other individuals or entities identified in the Supple- mentary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) in such policies and will provide primary coverage for all losses and damages caused by the perils or causes of loss covered thereby. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. Owner and Contractor waive all rights against each other and their respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them for all losses and damages caused by, arising out of or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against Subcontractors, and Engineer, and DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects all other individuals or entities identified in the Supplemen- tary Conditions to be listed as insured or additional insured (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Owner as trustee or otherwise payable under any policy so issued. B. Deleted by intention. C. Deleted by intention. See Supplemental Conditions. 5.08 Receipt and Application of Insurance Proceeds A. Any insured loss under the policies of insurance required by Paragraph 5.06 will be adjusted with Owner and made payable to Owner as fiduciary for the insureds, as their interests may appear, subject to the requirements of any applicable mortgage clause and of Paragraph 5.08.B. Owner shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof, and the Work and the cost thereof covered by an appropriate Change Order . B. Owner as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within 15 days after the occurrence of loss to Owner's exercise of this power. If such objection be made, Owner as fiduciary shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. If no such agreement among the parties in interest is reached, Owner as fiduciary shall adjust and settle the loss with the insurers and, if required in writing by any party in interest, Owner as fiduciary shall give bond for the proper performance of such duties. 5.09 Acceptance of Bonds and Insurance; Option to Replace A. If the Owner has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the Owner shall so notify the Contractor in writing within 10 days after receipt of the certificates (or other evidence requested) required by Paragraph 2.Ol.B. Contractor shall each provide to the Owner such additional information in respect of insurance provided as the Owner may reasonably request. If the Contractor does not purchase or maintain all RFP # 6304 - Exhibit C Page 20 of the bonds and insurance required y by the Contract Documents, the Owner shall notify the Contractor in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. Without prejudice to any other right or remedy, the Owner may elect to obtain equivalent bonds or insurance to protect the Owner's interests at the expense of the Contractor, and a Change Order shall be issued to adjust the Contract Price accordingly. 5.10 Partial I7tilization, Acknowledgment ofProperty Insurer A. If Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 14.05, no such use or occupancy shall commence before the insurers providing the property insurance pursuant to Paragraph 5.06 have acknowledged notice thereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy. ARTICLE 6 - CONTRACTOR'S RE- ►y1�J►�yI:jI11�Yl�y 6.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible far the means, methods, techniques, sequences, and procedures of construction. Contractor shall not be responsible far the negligence of Owner or Engineer in the design or specification of a specific means, method, tech- nique, sequence, or procedure of construction which is shown or indicated in and expressly required by the Contract Documents. B. At all times during the progress of the Work, Contractor shall assign a competent resident superin- tendent who shall not be replaced without written notice to Owner and Engineer.. The superintendent will be Contractor's representative at the Site and shall l�ave authority to act on behalf of Contractor. All communications given to or received from the superin- tendent shall be binding on Contractor. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Docu- ments. Contractor shall at all times maintain good disci- pline and order at the Site. B. Except as otherwise required far the safety or protection of persons ar the Wark or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours. Contractor will not permit the performance of Work on a Saturday, Sunday, or any legal holiday without Owner's written consent (which will not be unreasonably withheld) given after prior written notice to Engineer. 6.03 SeT-vices, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. 6.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.07 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer and Owner for acceptance (to the extent indicated in Paragraph 2.07) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times. Such adjustments RFP # 6304 - Exhibit C Page 21 will comply with any provisions of the General Re- quirements applicable thereto. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Times may only be made by a Change Order. 6.05 Substitutes and "Or-Equals" A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or-equal" item or no substitution is permitted, other items of material or equipment or material or equipment of other Suppliers may be submitted to Engineer for review under the circumstances described below. L"Or-Equal" Items: If in Engineer's discretion, and approved by the Owner, an item of material or equip- ment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Wark will be required, it may be considered by Engineer as an"or-equal" item, in which case review and approval of the proposed item may, in Engineer's sole discretion, be accomplished without compliance with some or all of the requirements for approval ofproposed substitute items. For the purposes of this Paragraph 6.OS.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole, 3) it has a proven record of performance and availability of responsive service; and b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times, and DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items a. If in Engineer's discrerion, and approved by the Owner, an item of material or equipment pro- posed by Contractor does not qualify as an "or-equal" item under Paragraph 6.OS.A.1, it will be considered a proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow Engineer to determine that the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by Engineer from anyone other than Contractor. c. The requirements for review by Engineer will be as set forth in Paragraph 6.OS.A.2.d, as supplemented in the General Requirements and as Engineer may decide is appropriate under the circumstances, with approval from the Owner d. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: 1) shall certify that the proposed substi- tute item will: a) perform adequately the functions and achieve the results called for by the general design, b) be similar in substance to that specified, and c) be suited to the same use as that specified; 2) will state: a) the extent, if any, to which the use of the proposed substitute item will preju- dice Contractor's achievement of Substantial Completion on time; b) whether or not use of the proposed substitute item in the Wark will require a change in any of the Contract Docu- ments (or in the provisions of any other direct contract with Owner for other RFP # 6304 - Exhibit C Page 22 wark on the Project) to adapt the design to the proposed substitute item; and c) whether or not incorporation or use of the proposed substitute item in con- nection with the Wark is subject to payment of any license fee or royalty; 3) will identify: a) all variations of the proposed substitute item from that specified , and b) available engineering, sales, maintenance, repair, and replacement services; 4) and shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and claims of other contractors affected by any resulting change, B. Substitute Construction Methods or Proce- dures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by Engineer and Owner. Contractor shall submit sufficient information to allow Engineer, in Engineer's discretion, and Owner approval to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The requirements for review by Engineer will be similar to those provided in Paragraph 6.OS.A2. C. Engineer's Evaluafion: Engineer will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.OS.A and 6.OS.B. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability, and seek approval from Owner. No "or equal" or substitute will be ordered, installed or urilized unril Engineer's review is complete, which will be evidenced by either a Change Order, issued by the Owner, for a substitute or an approved Shop Drawing for an "or equal." Engineer will advise Contractor in writing of any negative determination. D. Special Guarantee: Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. E. Engineer's CostReimbursement: Engineer will record Engineer's costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 6.OS.A.2 and 6.OS.B Whether ar not Engineer approves a substitute item so proposed or submitted by Contractor, Contractor shall reimburse Owner for the charges of Engineer for evaluating each such proposed substitute. Contractor shall also reimburse Owner for the charges of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute. F. Contractor'sExpense: Contractor shallprovide all data in support of any proposed substitute or "or-equal" at Contractor's expense. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall not employ any Subcon- tractor, Supplier, or other individual or entity (including those acceptable to Owner as indicated in Paragraph 6.06.B), whether initially or as a replacement, against whom Owner may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable obj ection. B. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers, or other individuals or entities to be submitted to Owner in advance for acceptance by Owner by a specified date prior to the Effective Date of the Agreement, and if Contractor has submitted a list thereof in accordance with the Supple- mentary Conditions, Owner's acceptance (either in writing or by failing to make written objection thereto by the date indicated for acceptance or objection in the Solicitation Documents or the Contract Documents) of any such Subcontractor, Supplier, or other individual or entity so identified may be revoked on the basis of reasonable objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity, and the Contract Price will be adjusted by the difference in the cost occasioned by such replacement, and an appropriate Change Order will be issued . No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall constitute a waiver of any right of Owner or Engineer to reject defective Work. C. Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract Documents: RFP # 6304 - Exhibit C Page 23 l. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier or other individual or entity, nor 2. shall anything in the Contract Documents create any obligation on the part of Owner or Engineer to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. D. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. E. Contractor shall require all Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work to communicate with Engineer through Contractor. F. The divisions and sections of the Specifications and the identifications of any Drawings shall not control Contractor in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appro- priate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents (including but not limited to these General Conditions) for the benefit of Owner and Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Wark to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub- subcontractors. The contractor shall make available to each proposed Subcontractor, priar to execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub- Subcontractors. Whenever any such agreement is with a Subcontractor or Supplier who is listed as an additional insured on the property insurance provided in Paragraph 5.06, the agreement between the Contractor and the Subcontractor or Supplier will contain provisions whereby DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects the Subcontractor or Supplier waives all rights against Owner, Contractor, and Engineer„ and all other individuals or entities identified in the Supplementary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, Contractor will obtain the same. H. The Contractor is solely responsible for making payments properly to the Contractor's Subcontractors on the Project. During performance of the Work, the Contractor shall comply with the following additional rules regarding Subcontractor payments: The Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment, along with partial waivers of liens for all Work included in the application for payment. The Report shall show all payments made to date by the Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a farm approved and supplied by the Owner. Pay applications will not be reviewed or certified by the Architect to the Owner without accompanying partial lien waivers after the first Certificate for payment. With each Application for Payment, the Contractor shall certify that there are no mechanics' or materialmen's Liens outstanding at the date of the Application for Payment, and that all bills due with respect to the Work have been paid to date, and that there is no known basis for filing of any liens against the Surety or the Owner in connection with the Work Upon completion by the Contractor of the construction of the proj ect, but prior to final payment to the Contractor, the Contractor shall deliver to the Owner conditional releases of all liens, which shall identify the remaining sums to be paid pending receipt of final payment. The conditional releases of liens, upon final payment by the Owner, shall rlease the Owner of all liens, and of all rights to claim any lien, from all manufacturers, material-men, and subcontractors furnishing services or materials for the project, to the effect that all materials or services used on or far the project have been paid for and indicating that the Ower is released from all such claims. As an alternative to the Report, the Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid during the previous progress payment period for wark or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION RFP # 6304 - Exhibit C Page 24 PRECEDENT TO PAYMENT ON ANY APPLICATION. Provided that the Owner has been notified by written coorespondence (a lien notice) from any manufacturer, material-men, or subcontractor furnishing services or materials for the project that an outstanding debt is owed, the Owner shall ensure that the Contractor is notified of such notice within ten (10) days of receipt of such notice. The Contractor shall ensure that resolution has been achieved for each written notice filed with the Owner, and provide sufficient written documentation to the Owner that payment has been rendered, or a resolution has been achieved that is satisfactory to the Owner. (1) If, for any reason, the Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Contractor shall note the amount withheld and that payment is in dispute. The Owner may require the Contractor to document and verify the dispute or other problem in question. (2) The Owner reserves the right in its sole discretion, to withhold payment to the Contractor pursuant to Paragraph 14.02(b) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Contractor has otherwise failed to make payments properly to any Subcontractor. (3) THE CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITE CT/ENGINEER' S ENFORCEMENT OF THIS SUBPARAGRAPH 6.06(H). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY A THIRD PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE CONTRACTOR. 6.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Wark ar the incorporation in the Wark of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if to the actual knowledge of Owner or Engineer its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Contract Documents. B. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringe- ment of patent rights or copyrights incident to the use in the performance of the Wark or resulting from the incorpo- ration in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.08 Permits A. The Architect/Engineer will apply and arrange for the issuance of the City of Denton Building Permit. Unless otherwise provided in the Supplementary Conditions, Contractor shall apply for, obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time responses were due, or, if there are no responses, on the Effective Date of the Agreement. Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. RFP # 6304 - Exhibit C Page 25 6.09 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Wark. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall assume full responsibility, bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work, attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work However, it shall not be Contractor's primary responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligarions under Paragraph 3.03. C. Changes in Laws or Regulations not known at the time responses were due (or, on the Effective Date of the Agreement if there were no responses) having an effect on the cost or time of performance of the Work shall be the subject of an adjustment in Contract Price or Contract Times. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 6.10 Taxes The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 6.11 I7se of Site and Other Areas The Contractor shall provide the Owner and the Engineer access to the Work in the preparation and and progress wherever located during the course of construction. A. Limitation on Use of Site and Other Areas 1. Contractor shall confine construction equip- ment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas resulting from the performance of the Wark. 2. Should any claim be made by any such owner or occupant because of the performance of the Wark, Contractor shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law. 3. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused by or based upon Contractor's performance of the Work. B. Removal of Debris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. The Contractor shall be responsible for all spoil removals, and any excess soil that will require removaL The Contractor shall coordinate removal and disposal with the Owner. C. Cleaning: Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all RFP # 6304 - Exhibit C Page 26 property not designated for alteration by the Contract Documents. If the Contractor fails to clean up as provided in the Contract Documents, the Owner may clean up and the Owner's cost of cleaning up shall be charged to the Contractor. D. Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subj ect any part of the Work or adj acent proper- ty to stresses or pressures that will endanger it. 6.12 Record Documents A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings, Specifications, Addenda, Change Orders, Wark Change Directives, Field Orders, and written interpretations and clarifications in good order and annotated to show changes made during construction. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to Engineer for reference. Upon completion of the Wark, these record documents, Samples, and Shop Drawings will be delivered to Engineer for Owner. 6.13 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precau- tions and programs in connection with the Work. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: l. all persons on the Site or who may be affected by the Wark; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, ar to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. All damage, injury, or loss to any property referred to in Paragraph 6.13.A.2 or 6.13.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Wark, or anyone for whose acts any of them may be liable, shall be remedied by Contractor (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of Owner or Engineer or , or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly employed by any of them). D. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 14.078 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.14 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 6.15 Hazard Communication ProgPams A. Contractor shall be responsible for coordi- nating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 6.16 Emergencies A. In emergencies affecting the safety or protec- tion of persons ar the Wark or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereo£ If Engineer and Owner determines that a change in the Contract Documents is required because of the action taken by Contractor in RFP # 6304 - Exhibit C Page 27 response to such an emergency, a Work Change Directive or Change Order will be issued. 6.17 Shop Drawings and Samples A. Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accordance with the acceptable Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as Engineer may require. 1. Shop Drawings a. Submit number of copies specified in the General Requirements. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 6.17.D. 2. Samples: Contractor shall also submit Samples to Engineer for review and approval in accordance with the acceptable schedule of Shop Drawings and Sample submittals. a. Submit number of Samples specified in the Specifications. b. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 6.17.D. B. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals , any related Work performed prior to Engineer's review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Submittal Procedures 1. Before submitting each Shop Drawing or Sample, Contractor shall have determined and verified: a. all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects b. the suitability of all materials with respect to intended use, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Wark; c. all information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto; and d. shall also have reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents. 2. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review and approval of that submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations, that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be both a written communicarion separate from the Shop Drawing's or Sample Submittal; and, in addition, by a specific notation made on each Shop Drawing or Sample submitted to Engineer for review and approval of each such variation. D. Engineer's Review 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer's review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Engineer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 3. Engineer's review and approval sl�all not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of RFP # 6304 - Exhibit C Page 28 Paragraph 6.17.C.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer's review and approval sl�all not relieve Contractor from responsibility for complying with the requirements of Paragraph 6.17.C.1. E. Resubmittal Procedures 1. Contractor shall make corrections required by Engineer and shall return the required number of corrected copies of Shop Drawings and submit, as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous submittals. 6.18 Continuing the Work A. Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted by Paragraph 15.04 or as Owner and Contractor may otherwise agree in writing. 6.19 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Docu- ments and will not be defective. Engineer and its Related Entities shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Sub- contractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by Engineer; 2. recommendation by Engineer or payment by Owner of any progress or final payment; DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 3. the issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner; 4. use or occupancy of the Wark or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal or the issuance of a notice of acceptabil- ity by Engineer; 6. any inspection, test, or approval by others; or 7. any correction of defective Wark by Owner 6.20 Indemnification A. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify, defend, and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, lawsuits, judgments, fines, penalties, costs and expenses for personal injury (including death), losses, and damages, or other harm or violations for which recovery of damages, fines, or penalities is sought, suffered by any person or persons (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the performance of the Work, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), includ- ing the loss of use resulting therefrom - caused by any breach of any of the terms or provisions of this contract, violations of law, or by any negligent, grossly negligent, intentional, or strictly liable act or omission of the contractor, its officers, agents, employees, subcontractors, or sub-contractors and respective officers, agents, or representatives, or any other persons or entities for which the contractor is legally responsible in the performance of this contract, any -_; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence or fault of the owner, its officers, agents, employees or separate contractors, or of the architect/engineer, and in the event of joint and concurrent negligence or fault of the contractor, the owner, and the architect/engineer, responsibility and indemnity, if any, shall be apportioned in accordance with the law of the State of Texas, without, however, waiving any governmental immunity available to the owner under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties RFP # 6304 - Exhibit C Page 29 hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. B. In any and all claims against Owner or Engineer or any of their respective consultants, agents, officers, directors, partners, or employees by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 6.20.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier, or other individual or entity under workers' compensation acts, disability benefit acts, or other employee benefit acts. C. Indemnification under Paragraph 6.20 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to the occupational safety and health of workers. The Contractor specifically agrees to comply with the above-mentioned laws and regulations in the performance of the Work by the Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Architect/Engineer under the above mentioned laws and regulations are secondary to those of the Contractor. D. Deleted by Intention. 6.21 Delegation of Professional Design Sei-vices A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Wark or unless such services are required to carty out Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable law. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects professional. Shop Drawings and other submittals related to the Wark designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractor all performance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 621, Engineer's review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer's review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.17.D.1. E. Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. I�:�Y[�111�►Q��YOI�I:a�.'L�IN:I:rIrY.I�y�Y�l 7.01 Related Work at Site A. Owner may perform construction, or operations, or other work related to the Project at the Site with Owner's employees, and to award separate contracts in connection with the other portions of the Project, or - other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation, or have other wark perfarmed by utility owners. If such other wark is not noted in the Contract Documents, then: 1. written notice thereof will be given to Contractor prior to starting any such other work; and 2. if Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times that should be allowed as a result of such other work, a Claim may be made therefor as provided in Paragraph 10.05. B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner and Owner, if Owner is perfarming other wark with Owner's employees, proper and safe access to the Site, a reasonable opportunity for the introduction and storage of RFP # 6304 - Exhibit C Page 30 materials and equipment and the execution of such other wark, and shall properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering their work and will only cut or alter their wark with the written consent of Engineer and the others whose work will be affected. The duties and responsibilities of Contractor under this Paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between Owner and such utility owners and other contractors. C. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. 7.02 Coordination A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Conditions: l. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. 7.03 Legal Relationships A. Paragraphs 7.Ol.A and 7.02 are not applicable for utilities not under the control of Owner. B. Each other direct contract of Owner under Paragraph 7.O1.A shall provide that the other contractor is liable to Owner and Contractor for the reasonable direct DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects delay and disruption costs incurred by Contractor as a result of the other contractor's actions or inacrions. C. Contractor shall be liable to Owner and any other contractor for the reasonable direct delay and disruption costs incurred by such other contractor as a result of Contractor's action or inacrions. ARTICLE 8 - OWNER'S RESPONSIBILITIES 8.01 Communications to ContPactor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. 8.02 Replacement of Engineer A. In case of termination of the employment of Engineer, Owner shall appoint an engineer to whom Contractor makes no reasonable objection, whose status under the Contract Documents shall be that of the former Engineer. 8.03 Furnish Data A. Owner shall promptly furnish the data required of Owner under the Contract Documents. 8.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in Paragraphs 14.02.0 and 14.07.C. 8.05 Lands and Easements; Reports and Tests A. Owner's duties in respect of providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to Owner's identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by Engineer in preparing the Contract Documents. 8.07 Change Orders A. Owner is obligated to execute Change Orders as indicated in Paragraph 10.03. RFP # 6304 - Exhibit C Page 31 8.08 Inspections, Tests, and Approvals A. Owner's responsibility in respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03.B. 8.09 Limitaiions on Owner's Responsibilities A The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Wark. Owner will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 8.10 I7ndisclosed Hazardous Environmental Condition A. Owner's responsibility in respect to an undis- closed Hazardous Environmental Condition is set forth in Paragraph 4.06. 8.11 Evidence of Financial Arrangements A. If and to the extent Owner has agreed to furnish Contractor reasonable evidence that financial arrangements l�ave been made to sarisfy Owner's obligations under the Contract Documents, Owner's responsibility in respect thereof will be as set forth in the Supplementary Conditions. ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION 9.01 Owner's Representative A. Engineer will be Owner's representative during the construction period. The duties and responsi- bilities and the limitations of authority of Engineer as Owner's representative during construction are set forth in the Contract Documents and will not be changed without written consent of Owner and Engineer. 9.02 Visits to Site A. Engineer will make visits to the Site at inter- vals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects of Contractor's executed Work Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. Engineer will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. Engineer's efforts will be directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Wark and will endeavar to guard Owner against defective Work. B. Engineer's visits and observations are subject to all the limitations on Engineer's authority and responsibility set forth in Paragraph 9.09. Particularly, but without limitation, during or as a result of Engineer's visits or observations of Contractor's Work Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, ar the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Project Representative A. If Owner and Engineer agree, Engineer will furnish a Resident Project Representative to assist Engineer in providing more extensive observation of the Work The authority and responsibilities of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 9.09. If Owner designates another representative or agent to represent Owner at the Site who is not Engineer's consultant, agent or employee, the responsibilities and authority and limitations thereon of such other individual or entity will be as provided in the Supplementary Conditions. 9.04 Authorized Variations in Work A. Engineer may authorize minor variations in the Wark from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on Owner and also on Contractor, who shall perform the Work involved promptly. If Owner or Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, and the parties are unable to agree on entitlement to or on the amount or extent, if any, of any RFP # 6304 - Exhibit C Page 32 such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 9.05 Rejecting Defective Work A. Engineer will have authority to reject Work which Engineer believes to be defective, or that Engineer believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Engineer will also have authority to require special inspection or testing of the Work as provided in Paragraph 13.04, whether or not the Work is fabricated, installed, or completed. 9.06 Shop Drawings, Change Orders and Payments A In connecrion with Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, see Paragraph 6.17. B. In connection with Engineer's authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, see Paragraph 621. C. In connecrion with Engineer's authority as to Change Orders, see Articles 10, 1l, and 12. D. In connection with Engineer's authority as to Applications for Payment, see Article 14. 9.07 Determinations for I7nit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor, subject to the provisions of Paragraph 10.05. 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. All matters in question and other matters between Owner and Contractor arising prior to the date final payment is due relating to the acceptability of the Work, and the interpretation of the requirements of the Contract Documents pertaining to the DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects performance of the Work, will be referred initially to Engineer in writing within 30 days of the event giving rise to the question B. Engineer will, with reasonable promptness, render a written decision on the issue referred. If Owner or Contractor believe that any such decision entitles them to an adjustment in the Contract Price or Contract Times or both, a Claim may be made under Paragraph 10.05. The date of Engineer's decision sl�all be the date of the event giving rise to the issues referenced far the purposes of Paragraph 10.O5.B. C. Engineer's written decision on the issue referred will be final and binding on Owner and Contractor, subject to the provisions of Paragraph 10.05. D. When functioning as interpreter and judge under this Paragraph 9.08, Engineer will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. 9.09 Limitaiions on Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility under this Article 9 or under any other provision of the Contract Documents nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility ar the undertaking, exercise, or performance of any authority or responsibility by Engineer shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, ar to any surety for or employee or agent of any of them. B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Wark. Engineer will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Wark. D. Engineer's review of the final Application for Payment and accompanying documentation and all mainte- nance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Paragraph RFP # 6304 - Exhibit C Page 33 14.07.A will only be to determine generally that their content complies with the requirements of, and in the case of certificates of inspections, tests, and approvals that the results certified indicate compliance with the Contract Documents. E. The limitations upon authority and responsibil- ity set forth in this Paragraph 9.09 shall also apply to, the Resident Project Representative, if any, and assistants, if any. ARTICLE 10 - CHANGES IN THE WORK; CLAIMS 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work by a Change Order, or a Wark Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Wark involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). B. If Owner and Contractor are unable to agree on entitlement to, or on the amount or extent, if any, of an adjustment in the Contract Price or Contract Times, or both, that should be allowed as a result of a Work Change Directive, a Claim may be made therefor as provided in Paragraph 10.05. 10.02 I7nauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.16 or in the case of uncovering Work as provided in Paragraph 13.04.B. 10.03 E�cution of Change Orders A. Owner and Contractor shall execute appropri- ate Change Orders recommended by Engineer covering: l. changes in the Work which are: (i) ordered by Owner pursuant to Paragraph lO.Ol.A, (ii) required because of acceptance of defective Work under Paragraph 13.08.A or Owner's correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 2. changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive; and 3. changes in the Contract Price or Contract Times which embody the substance of any written decision rendered by Engineer pursuant to Paragraph 10.05; provided that, in lieu of executing any such Change Order, an appeal may be taken from any such decision in accor- dance with the provisions of the Contract Documents and applicable Laws and Regulations, but during any such appeal, Contractor shall carry on the Work and adhere to the Progress Schedule as provided in Paragraph 6.18.A. 10.04 Notification to Surety A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times) is required by the provisions of any bond to be given to a surety, the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. 10.05 Claims A. Engineer's Decision Required: All Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the Engineer for decision. A decision by Engineer shall be required as a condition precedent to any exercise by Owner or Contractor of any rights or remedies either may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Claims. B. Notice: Written notice stating the general nature of each Claim, shall be delivered by the claimant to Engineer and the other party to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto. The responsibility to substantiate a Claim shall rest with the party making the Claim. Notice of the amount or extent of the Claim, with supporting data shall be delivered to the Engineer and the other party to the Contract within 60 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.O1.B. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02.B. Each Claim shall be accompanied by claimant's written statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. The opposing party shall submit any response to Engineer and the claimant within 30 days after RFP # 6304 - Exhibit C Page 34 receipt of the claimant's last submittal (unless Engineer allows additional time). C. Engineer's Acfion: Engineer will review each Claim and, within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any, take one of the following actions in writing: l. deny the Claim in whole or in part, 2. approve the Claim, or 3. notify the parties that the Engineer is unable to resolve the Claim if, in the Engineer's sole discretion, it would be inappropriate for the Engineer to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. D. In the event that Engineer does not take action on a Claim within said 30 days, the Claim shall be deemed denied. E. Engineer's written action under Paragraph 10.O5.0 or denial pursuant to Paragraphs 10.O5.C.3 or 10.O5.D will be final and binding upon Owner and Contractor, unless Owner or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. F. No Claim for an adjustment in Contract Price or Contract Times will be valid if not submitted in accordance with this Paragraph 10.05. ARTICLE 11 - COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.O1.B, necessarily incurred and paid by Contractor in the proper perfarmance of the Wark. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Wark or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by Owner, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in Paragraph 1l.Ol.B. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects l. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time at the Site. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taYes, workers' compensarion, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to Subcontractors for Wark performed by Subcontractors. If required by Owner, Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and shall deliver such bids to Owner, who will then determine, with the advice of Engineer, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 11.01. 4. Costs of special consultants (including but not limited to Engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 5. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Wark. b. Cost, including transportation and mainte- nance, of all materials, supplies, equipment, RFP # 6304 - Exhibit C Page 35 machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the warkers, which are consumed in the perfor- mance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereo£ All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary far the Wark. d. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, imposed by Laws and Regulations. e. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. £ Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of property insurance established in accordance with Paragraph 5.06.D), provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Wark far the purpose of determining Contractor's fee. g. The cost of utilities, fuel, and sanitary facilities at the Site. h. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, expresses, and similar petty cash items in connection with the Wark. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects i. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: l. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attor- neys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.Ol.A.l or specifically covered by Paragraph 11.O1.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Eapenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital eapenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent pay- ments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraphs 1l.Ol.A and 1l.Ol.B. C. Contractor's Fee: When all the Work is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor's fee sl�all be determined as set forth in Paragraph 12.O1.C. D. Documentation: Whenever the Cost of the Wark for any purpose is to be determined pursuant to Paragraphs 1 l.Ol.A and 1 l.Ol.B, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Engineer an itemized cost breakdown together with supporting data. RFP # 6304 - Exhibit C Page 36 11.02 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cash Allowances l. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation , overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance l. Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.03 I7nit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Wark times the estimated quantity of each item as indicated in the Agree- ment. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of responses and determining an initial Con- tract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by Engineer subject to the provisions of Paragraph 9.07. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. Owner or Contractor may make a Claim for an adjustment in the Contract Price in accordance with Paragraph 10.05 if: l. the quantity of any item of Unit Price Work performed by Contractor differs materially and signifi- cantly from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjustment with respect any other item of Work; and 3. Contractor believes that Contractor is entitled to an increase in Contract Price as a result of having incurred additional expense or Owner believes that Owner is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease. I�:� Y[�111 Df6�S�10 /�►[el ��l �K�l►� Y:7�� Y PRICE; CHANGE OF CONTRACT TIMES 12.01 Change of Contract Price A. The Contract Price may only be changed by a written Change Order, approved by Engineer and issued by Owner, on a form approved by the Owner and the Owner's Attorney. Any Claim for an adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows: 1. where the Wark involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where the Wark involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.O1.C.2); or RFP # 6304 - Exhibit C Page 37 3. where the Wark involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under Paragraph 12.O1.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 12.O1.C). C. Contractor's Fee: The Contractor's fee for overhead and profit shall be determined as follows: l. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work a. for costs incurred under Paragraphs 1l.Ol.A.l and 11.O1.A.2, the Contractor's fee sl�all be 15 percent; b. for costs incurred under Paragraph 1l.Ol.A.3, the Contractor's fee shall be five percent c. where one ar more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraph 12.O1.C2.a is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.O1.A.1 and 11.O1.A2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent of the amount paid to the next lower tier Subcontractor; d. no fee shall be payable on the basis of costs itemized under Paragraphs 1l.Ol.A.4, 1l.Ol.A.S, and 1l.Ol.B; e. the amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent of such net decrease; and f. when both additions and credits are involved in any one cl�ange, the adjustment in Contractor's fee shall be computed on the basis of the net change in accordance with Paragraphs 12.O1.C2.a through 12.O1.C2.e, inclusive. 12.02 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Contract Times shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. Any adjustment of the Contract Times covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined in accordance with the provisions of this Article 12. 12.03 Delays and Extensions of Time A. Where Contractor is prevented from completing any part of the Work within the Contract Times due to delay beyond the control of Contractor, the Contract Times will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in Paragraph 12.02.A. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by Owner, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. B. If Owner, Engineer, or other contractors or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times , or both Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essenrial to Contractor's ability to complete the Work within the Contract Times. C If Contractor is delayed in the performance or progress of the Wark by fire, flood, epidemic, abnarmal weather conditions, acts of God, acts or failures to act of utility owners not under the control of Owner, or other causes not the fault of and beyond control of Owner and Contractor, then Contractor shall be entitled to an equitable adjustment in Contract Times, if such adjustment is essential to Contractor's ability to complete the Work within the Contract Times. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph 12.03.C. D. Owner, Engineer and the Related Entities of each of them shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. E. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delays RFP # 6304 - Exhibit C Page 38 within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. F. Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER PARAGRAPH 12.02 BEING THE CONTRACTOR'S SOLE REMEDY. ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. All defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspecting, and testing. Contractor shall provide them proper and safe condirions for such access and advise them of Contractor's Site safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. Contractor shall give Engineer timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects B. Owner shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests, or approvals required by the Contract Documents except: l. for inspections, tests, or approvals covered by Paragraphs 13.03.0 and 13.03.D below; 2. that costs incurred in connection with tests or inspections conducted pursuant to Paragraph 13.04.B shall be paid as provided in said Paragraph 13.04.C; and 3. as otherwise specifically provided in the Con- tract Documents. C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereo� specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval. D. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, or approvals required for Owner's and Engineer's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purcl�ase thereof for incorporarion in the Work Such inspections, tests, or approvals shall be performed by organizations acceptable to Owner and Engineer. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of Engineer, it must, if requested by Engineer, be uncovered for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor's expense unless Contractor has given Engineer timely notice of Contractor's intention to cover the same and Engineer has not acted with reasonable promptness in response to such notice. 13.04 I7ncovering Work A. If any Work is covered contrary to the written request of Engineer, it must, if requested by Engineer, be uncovered for Engineer's observarion and replaced at Contractor's eapense. B. If Engineer considers it necessary or advisable that covered Wark be observed by Engineer or inspected or tested by others, Contractor, at Engineer's request, sl�all uncover, expose, or otherwise make available for RFP # 6304 - Exhibit C Page 39 observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all neces- sary labor, material, and equipment. C. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. D. If, the uncovered Wark is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as to the amount or extent thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. 13.05 Owner May Stop the Work A. If the Work is defective, or Contractor fails to supply sufficient skilled warkers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of notice, Contractor shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by Engineer, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). B. When correcting defective Wark under the terms of this Paragraph 13.06 or Paragraph 13.07, DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Contractor shall take no action that would void ox otherwise impair Owner's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within one year after the date of Substantial Completion (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents) or by any specific provision of the Contract Documents, any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor's use by Owner or permitted by Laws and Regulations as contemplated in Paragraph 6.1 l.A is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: l. repair such defective land or areas; or 2. correct such defective Wark; or 3. if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of Owner's written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Wark will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. RFP # 6304 - Exhibit C Page 40 E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer's recommendation of final payment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluarion of and determinarion to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. If the acceptance occurs after such recommendation, an appropriate amount will be paid by Contractor to Owner. 13.09 Owner May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from Engineer to correct defective Wark ar to remove and replace rejected Wark as required by Engineer in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, take possession of Contractor's tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner's representatives, agents and employees, Owner's other contractors, and Engineer and Engineer's consultants access to the Site to DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects enable Owner to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Docu- ments with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount of the adjustment, Owner may make a Claim therefor as provided in Paragraph 10.05. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of wark of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. D. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 13.09. I�:� Y[�111 DiC� 7�y►� I�1►� 1�� IC�7 CK�I►� Y:7�� IC�I:��►11ZK�1►� I� 11 � Y[�1►1 14.01 Schedule of Values A The Schedule of Values established as provid- ed in Paragraph 2.07.A will serve as the basis for progress payments and will be incorporated into a form of Applica- tion for Payment acceptable to Engineer and Owner. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments l. At least 20 days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment RFP # 6304 - Exhibit C Page 41 shall also be accompanied by a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner. 2. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligarions associated with prior Applications for Payment. 3. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Contractor within thirty (30) days following Owner's receipt and approval of the Certificate for Payment certified by the Architect/Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 14.02.5 and the payment will be allowed on the net invoice value, less taxes and applicable retainage. The City is required to withhold retainage for public warks contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is typically applied by the City for all public warks contracts in excess of $50,000. The City may require varying percentage withholding amounts; however, the City typically requires five percent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest-bearing account and pay the interest earned to the contractor on completion of the contract. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Architect/Engineer, and final acceptance of the Wark by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased or decreased by Change Order. No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment far the Wark performed will be made upon final completion and acceptance by the Owner of all Work. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 4. Applications for Payment may not include request for payment of amounts the Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Contractor complies with Paragraph 6.06 of these General Conditions and the Contractor's Payment Bond Surety consents in writing to payment to the Contractor of the funds deemed to be in dispute. 5. Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred in storage of materials or equipment away from the Project site will NOT be made by Owner unless: (1) the Owner has given prior approval of such off-site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, IINLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any RFP # 6304 - Exhibit C Page 42 unauthorized early delivery occurs, Contractor shall, at Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Contractor's sole expense, and amounts may be withheld from the Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. If the Contract Sum is equal to or less than $25,000.00 and performance and payment bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and accepted. B. Review ofApplications l. Engineer will, within 10 days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to Owner or return the Application to Contractor indicating in writing Engineer's reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer's observations on the Site of the executed Work as an experienced and qualified design professional and on Engineer's review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer's knowledge, information and belief: a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accor- dance with the Contract Documents (subj ect to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects results of any subsequent tests called for in the recommendation previously made, to such extent as may Contract Documents, to a final determination of be necessary in Engineer's opinion to protect Owner from quantities and classifications for Unit Price Work loss because: under Paragraph 9.07, and to any other qualifications stated in the recommendation); and a. the Work is defective, or completed Work has been damaged, requiring correction or replace- c. the condirions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Wark. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Wark in progress, or involved detailed inspec- tions of the Work beyond the responsibilities specifically assigned to Engineer in the Contract Documents; or b. that there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. 4. Neither Engineer's review of Contractor's Wark far the purposes of recommending payments nor Engineer's recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Wark, or b. far the means, methods, techniques, sequences, or procedures of construction, ar the safety precautions and programs incident thereto, or c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Wark, or d. to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or e. to determine that title to any of the Work, mate- rials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer's opinion, it would be incorrect to make the representations to Owner stated in Paragraph 14.02.B.2. Engineer may also refuse to recommend any such payment or, because of subsequently discovered evidence ar the results of subsequent inspections or tests, revise or revoke any such payment RFP # 6304 - Exhibit C Page 43 ment; b. the Contract Price has been reduced by Change Orders; c. Owner has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or d. Engineer has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Payment Becomes Due L Ten days after presentation of the Application for Payment to Owner with Engineer's recommendation, the amount recommended will (subject to the provisions of Paragraph 14.02.D) become due, and when due will be paid by Owner to Contractor. D. Reduction in Payment l. Owner may refuse to make payment of the full amount recommended by Engineer because: a. claims have been made against Owner on account of Contractor's performance or furnish- ing of the Wark; b. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; c. there are other items entitling Owner to a set-off against the amount recommended; or d. Owner has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.S.a through 14.02.B.S.c or Paragraph 15.02.A. 2. If Owner refuses to make payment of the full amount recommended by Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, when DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Contractor corrects to Owner's sarisfacrion the reasons for such action. 3. If it is subsequently deternuned tl�at Owner's refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Paragraph 14.02.C.1. 14.03 Contractor's Warranly of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to Owner no later than the time of payment free and clear of all Liens. 14.04 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete (except for items specifically listed by Contractor as incomplete) and request that Engineer issue a certificate of Substantial Completion. B. Promptly after Contractor's notification, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers the Work substantially complete, Engineer will deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the tentative certificate during which to make written objection to Engineer as to any provisions of the certificate or attached list. If, after considering such objections, Engineer concludes that the Work is not substantially complete, Engineer will within 14 days after submission of the tentative certificate to Owner notify Contractor in writing, stating the reasons therefor. If, after consideration of Owner's objections, Engineer considers the Work substantially complete, Engineer will within said 14 days execute and deliver to Owner and Contractor a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of delivery of the tentative certificate of Substantial Completion, Engineer will deliver to Owner and Contractor a written recommendation as to RFP # 6304 - Exhibit C Page 44 division of responsibilities pending final payment between Owner and Contractor with respect to security, operation, safety, and protection of the Work, maintenance, heat, utilities, insurance, and warranties and guarantees. Unless Owner and Contractor agree otherwise in writing and so inform Engineer in writing prior to Engineer's issuing the definitive certificate of Substantial Completion, Engineer's aforesaid recommendation will be binding on Owner and Contractor until final payment. E. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to complete or correct items on the tentative list. 14.05 Partiall7tilization A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Wark which has specifically been identified in the Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without significant interference with Contractor's performance of the remainder of the Work, subject to the following conditions. l. Owner at any time may request Contractor in writing to permit Owner to use or occupy any such part of the Wark which Owner believes to be ready for its intended use and substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor will certify to Owner and Engineer that such part of the Work is substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such part of the Work ready for its intended use and substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete, Engineer will notify Owner and Contractor in writing giving the reasons there- for. If Engineer considers that part of the Work to be substantially complete, the provisions of Paragraph 14.04 will apply with respect to certification of Substantial Com- pletion of that part of the Work and the division of responsibility in respect thereof and access thereto. 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects requirements of Paragraph 5.10 regarding property insurance. 14.06 Finallnspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 14.07 Final Payment A. Application for Payment 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance certificates of inspection, marked-up record documents (as provided in Paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.04.B.7; b. consent of the surety, if any, to final payment; c. a list of all Claims against Owner that Contractor believes are unsettled; and d. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights, claims, security interests, or encumbrances arising out of the Contract or Liens filed in connection with the Work, to the extent and in such form as may be designated by the Owner. e. an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Wark for which the Owner ar the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied. RFP # 6304 - Exhibit C Page 45 f. a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner. g. a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents. 3. In lieu of the releases or waivers of Liens specified in Paragraph 14.07.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (i) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls, material and equipment bills, and other indebtedness connected with the Wark for which Owner or Owner's property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien. 4. As a precondition to final payment by the Owner under this Contract, the Contractor's affidavit shall state that the Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the Work under this Contract. In the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. B. Engineer's Review of Applicafion and Acceptance L If, on the basis of Engineer's observation of the Work during construction and final inspection, and Engineer's review of the final Application for Payment and accompanying documentation as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor's other obligarions under the Contract Documents have been fulfilled, Engineer will, within ten days after receipt of the final Application for Payment, indicate in writing Engineer's recommendation of payment and present the Application for Payment to Owner for payment. At the same time Engineer will also give written notice to Owner and Contractor that the Work DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects is acceptable subject to the provisions of Paragraph 14.09. Otherwise, Engineer will return the Application for Payment to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Payment Becomes Due L Thirty days, or in accordance with the provisions of Texas Government Code 2251 (Prompt Payment Act), after the presentation to Owner of the Application for Payment and accompanying docu- mentation, the amount recommended by Engineer, less any sum Owner is entitled to set off against Engineer's recommendation, including but not limited to liquidated damages, will become due and , will be paid by Owner to Contractor. 14.08 Final Completion Delayed A. If, through no fault of Contractor, final completion of the Work is significantly delayed, and if Engineer so confirms, Owner shall, upon receipt of Contractor's final Application for Payment (for Work fully completed and accepted) and recommendation of Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by Owner for Wark not fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds have been furnished as required in Paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to Engineer with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. 14.09 Waiver of Claims A The making and acceptance of final payment will constitute: 1. Deleted by Intention. 2. a waiver of all Claims by Contractor against Owner other than those previously made in accordance with the requirements herein and expressly acknowledged by Owner in writing as still unsettled. 3. The acceptance by the Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the RFP # 6304 - Exhibit C Page 46 Owner relating to or connected with the Work or the Proj ect. ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION 15.01 Owner May Suspend Work A. At any time and without cause, Owner may suspend the Wark or any portion thereof for a period of not more than 90 consecutive days by notice in writing to Contractor and Engineer which will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor shall be granted an adjust- ment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if Contractor makes a Claim therefor as provided in Paragraph 10.05. 15.02 Owner May Terminate for Cause A The occurrence of any one ar more of the following events will justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04); 2. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor's disregard of the authority of Engineer; or 4. Contractor's violation in any substantial way of any provisions of the Contract Documents. B. If one ar more of the events identified in Paragraph 15.02.A occur, Owner may, after giving Contractor (and surety ) seven days written notice of its intent to terminate the services of Contractor: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor's tools, appliances, construction equipment, and machinery at the Site, and use the same to the full extent they could be used by Contractor (without liability to Contractor for trespass or conversion), DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 2. incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and 3. complete the Work as Owner may deem expedient. C. If Owner proceeds as provided in Paragraph 15.02.B, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Owner arising out of or relating to completing the Work, such excess will be paid to Contractor. If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this Paragraph Owner shall not be required to obtain the lowest price for the Wark perfarmed. D. Notwithstanding Paragraphs 15.02.B and 15.02.C, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. E. Where Contractor's services l�ave been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by Owner will not release Contractor from liability. F. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph S.Ol.A, the termination procedures of that bond shall supersede the provisions of Paragraphs 15.02.B, and 15.02.C. 15.03 Owner May Terminate For Convenience A. Upon seven days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for (without duplication of any items): l. completed and acceptable Work executed in accordance with the Contract Documents prior to the RFP # 6304 - Exhibit C Page 47 effective date of termination, including fair and reasonable sums for overhead and profit on such Wark; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Wark, plus fair and reasonable sums for overhead and profit on such expenses; 3. all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred in settlement of terminated contracts with Subcontractors, Suppliers, and others; and 4. reasonable expenses directly attributable to termination. B. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 15.04 ContPactor May Stop Work or Terminate A. If, through no act or fault of Contractor, (i) the Wark is suspended far more than 90 consecutive days by Owner or under an order of court or other public authority, or (ii) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (iii) Owner fails for 30 days to pay Contractor any sum finally determined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that time, terminate the Contract and recover from Owner payment on the same terms as provided in Paragraph 15.03. B. In lieu of terminating the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The provisions of this Paragraph 15.04 are not intended to preclude Contractor from making a Claim under Paragraph 10.05 for an adjustment in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Contractor's stopping the Work as pernutted by this Paragraph. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects ARTICLE 16 - DISPUTE RESOLUTION 16.01 Methods and Procedures A.Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the "Dispute"), the parties sl�all engage in informal, good faith discussions and attempt to resolve the Dispute. In connection therewith, upon written notice of either party, each of the parties will appoint a designated officer whose task it shall be to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute in accordance with this Section, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely, then the parties are free to pursue whatever action or rights they may have in equity or at law. ARTICLE 17 - MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: l. delivered in person to the individual or to a member of the firm ar to an officer of the corporation for whom it is intended, or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 17.02 Computation of Times A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. RFP # 6304 - Exhibit C Page 48 17.03 Cumulative Remedies A The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 17.04 Sui-vival of Obligations A. All representations, indemnifications, warran- ties, and guarantees made in, required by, or given in accor- dance with the Contract Documents, as well as all continu- ing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05 ContPolling Law and Venue A This Contract shall be govemed by the laws and case decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. B. This Contract is entered into subject to and controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 17.06 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. 17.07 Non-Discrimination As a condition of this Contract, the Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Contractor and its Subcontractors will not discriminate in the treatment or employment of DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated 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. §§ 12101-12213, as amended. In this regard, the Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 17.08 Independent Contractor In performing the Work under this Contract, the relationship between the Owner and the Contractor is that of an independent contractor. The Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting warking hours, scheduling or prioritizing the Wark flow and determining the means and methods of performing the Wark, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Contractor an agent, servant, or employee of the Owner, or making the Contractor or any of the Contractor's employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 17.09 Gifts to Public Servants (a) The Owner may terminate this Contract immediately if the Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b) For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Notwithstanding any other legal remedies, the Owner may require the Contractor to remove any employee of the Contractor from the Project who has violated the RFP # 6304 - Exhibit C Page 49 restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. 17.10 Right to Audit Contractor's Records By execution of the Building Construction Services Agreement, the Contractor grants the Owner the right to audit, at the Owner's election, all 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 Work The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services performed by Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City's rights as may be disclosed by an audit under this section. 17.11 Notice of Contract Claim This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. 17.12 Successors and Assigns The Owner and the Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Contractor attempts to make an assignment, transfer, or conveyance without the Owner's written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 17.13 Written Notice Except as otherwise provided within these General Conditions, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 17.14 Rights and Remedies; No waiver of Rights by Owner (a) The duties and obligations imposed on the Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 17.15 Interest The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Article 14 of these General Conditions. RFP # 6304 - Exhibit C Page 50 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects SUPPLEMENTARY CONDITIONS The terms in the Supplementary Conditions will have the same meaning as in the General Conditions of the Construction Contract (EJCDC C-700, 2002, Edition) SC-1 SG2 The following modifications shall be made to 1.01 A; Delete 1.01 A. 19. and insert the following: 19. Engineer--The word "Engineer" in these specificarions shall be understood as the Owner's representative that has been authorized to act in that particular position. The engineer , shall assist the Owner's during the Pre-Construction Conference, Visits to Site and Observations of Construction, Shop Drawings and Samples, Applications for Payment, and coordination with other Owner's representatives. The engineer's responsibility is limited to those tasks delineated in the Engineer's contract with the Owner. Insert the following in 1.01 A as definition number 28. Renumber the definitions to reflect the change (ie, "Modification" is number 28; 28 is 29; etc.): 28. MODIFICATION -(a) Written Amendment; (b) Change Order; (c) Field Order; (d) Work Change Directive Add the following to 1.01 A. 47. Where in the Bonds and elsewhere in the contract, the terms "Special Provisions", and "Special Conditions" appear they sl�all be read to mean "Supplementary Condirions". Delete 1.02 C. and insert the following: C. Day l. A"calendar day" shall be a day of twenty-four hours measured from midnight to the nea�t midnight, and is any day of the year, no days being excepted". 2. A"working day" sl�all be a day, not including Saturdays, Sundays or any of the following holidays: New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, in which weather or other conditions not under the control of the Contractor will permit construction of the principal units of the work for a period of not less than seven hours between 7:00 a.m. and 6:00 p.m. RFP # 6304 - Exhibit C Page 51 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-3 SC-4 SG5 SC-6 SC-7 SC-8 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Delete Paragraph 2.05 A. of the General Conditions in its entirety and insert the following in its place: A. Contractor's Review of Construction Documents: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any work affected thereby. In the event of a conflict in the Drawings, Specifications, or other portions of the Contract Documents which were not reported prior to the solicitation of the Contract, the Contractor shall be deemed to have included the most expensive in his proposal." Delete Paragraph 3.01 B. of the General Conditions in its entirety and insert the following in its place: C. Evidence oflnsurance: Before any Work at the Site is started, Contractor shall deliver to the Owner, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which Owner or any additional insured may reasonably request) which Contractor is required to purchase and maintain in accordance with Article 5. Amend Paragraph 2.07 A. by adding the following: Such acceptance of the contract completion schedule in no way affects the Contract Times. Add a new paragraph immediately after paragraph 2.07 of the General Conditions which is to read as follows: 2.08 Change in Coniract Time A The Contract Times may be changed only as set forth in Article 12 of the General Conditions, and a progress schedule shall not constitute a change in the Contract Times. Amend Paragraph 3.01 A. by adding the following: The title and headings contained in the contract documents and the subject organization are used only to facilitate reference, and in no way define or limit the scope of intent of any of the provisions of this contract. Add to paragraph 3.01 D. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be altered only by a Modification. RFP # 6304 - Exhibit C Page 52 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-10 SC-11 SC-12 SC-13 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Amend paragraph 3.03. A.3. of the General Conditions by striking out the following words: °that Contractor shall not be liable to Owner or Engineer for failure to report any such conflict, error, ambiguity or discrepancy unless Contractor knew or reasonably should have known thereo£" and add the following: In the event of a conflict in the Drawings, Specifications, or other portions of the Contract Documents which were not reported prior to the solicitation of the Contract, the Contractor shall be deemed to have included the most expensive in his proposal. Delete Paragraph 4.02 of the General Conditions in its entirety and insert the following in its place: 4.02 Examination of Plans, Specifications and Site of the Work A. Respondents are advised that the plans, specifications and other documents listed in Paragraph 4.02 C shall constitute all the information which the Owner shall furnish. Respondents are required, prior to submitting any proposal, to review the plans and read the specifications, proposal, contract and bond forms carefully; to visit the site of the work; to examine carefully local conditions; to inform themselves by their independent research, tests and investigations of the difficulties to be encountered and judge for themselves the accessibility of the work and all attending circumstances affecting the cost of doing the work or time required for its completion; and to obtain all information required to make an intelligent proposal. B. No information given by the Owner or any official thereof, other than that shown on the plans and contained in the specifications, proposals and other contract documents, shall be binding upon the Owner. Respondent shall rely exclusively upon their own estimates, investigations, tests and other data which are necessary for full and complete information upon which the proposal may be based. Any respondent, by submitting his proposal, represents and warrants: that he has prepared his proposal in accordance with the specifications, with full knowledge and understanding of the terms and provisions thereof, that he has reviewed, studied and examined the solicitation documents prior to the signing and submission of same; and that he was cognizant of the terms of his proposal, verified his calculations and found them to be correct and agrees to be bound thereby. Delete Paragraphs 4.03 and 4.04. of the General Conditions in their entirety. Deleted Intentionally. Delete Paragraph 5.02 A. of the General Conditions in its entirety and insert the following in its place: 5.02 Licensed Sureties and Insurers A. All Bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue Bonds or insurance policies for the limits and coverages so RFP # 6304 - Exhibit C Page 53 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-14 SC-16 SC-17 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. Delete Paragraph 5.03 B.: The limits of liability for the insurance required by Paragraph 5.04 of the General Conditions shall provide as a minimum the coverage indicated in the document enritled "City of Denton Insurance Requirements for Contractors" tl�at follows these Supplementary Conditions and not less than the amounts required by Laws and Regulations. Amend paragraph 5.04 B.7. by changing "two years" to "three years". Delete Paragraph 5.06 A. of the General Conditions in its entirety and insert the following in its place: A. Contractor shall purchase and maintain property insurance upon the work at the site on a replacement cost basis with a limit not less than 100% of the Project's replacement value thereof (subject to such deductible amounts as may be provided in these Supplementary Conditions or required by Laws and Regulations). This limit should include "soft cost," or expenses relaring to the construction project(s) over and above those costs which would have been incurred if there had been no loss. These soft costs should include, but not be limited to, interest, additional taxes, advertising/promotional expenses, additional commissions, loss of rents, architects or Engineering fees. This insurance shall: 1. include the interests of Owner, Contractor, SubContractors, Engineer, Engineer's Consultants and any other persons or entities identified in paragraph 5.04 B1 (SC-15) of these Supplementary Conditions, each of whom shall have an insurable interest and shall be listed as an additional insured; 2. be written on a Builder's Risk "all risk" or open peril or special causes of loss policy form that shall at least include insurance for physical loss and damage to the Work, temporary buildings, false work and Work in transit and shall insure against at least the following perils; fire lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage, and such other causes of loss as may be specifically required by the Supplementary Conditions; 3. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of Engineers and architects); 4. cover materials and equipment in transit to the Project site, and materials that the Contractor has taken possession of whether stored at the Project site; allow for Partial Utilization of the Work by Owner; 6. include testing and startup; and 7. be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with thirty days written notice to each other additional insured to whom a certificate of insurance has been issued. RFP # 6304 - Exhibit C Page 54 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects The policies of insurance required to be purchased and maintained by Contractor in accordance with this paragraph 5.06 shall comply with the requirements of paragraph 5.06 C. SC-18 SC-19 SG20 SG21 SG22 SG23 Delete Paragraph 5.06 B. of the General Conditions in its entirety and insert the following in its place: B. Contractor shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, SubContractors, Engineer, Engineer's Consultants and any other persons or entities identified in paragraph 5.04 B1 (SC-15) of these Supplementary Conditions, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. Amend paragraph 5.06 C by revising the last sentence to add the following: and will contain a waiver of subrogation by the insurance company against the Owner and each additional insured. Delete Paragraph 5.06 D. of the General Conditions in its entirety and insert the following in its place: D. Owner shall not be responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, SubContractors, or others in the Work The stated limits of insurance required are minimum only. Contractor shall determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from or connected with operations under this contract whether or not said losses are covered by insurance. The acceptance of certificates or other evidence of insurance by the Owner, Engineer, and/or others listed as additional insured in Paragraph 5.04 B1 (SC-15) that in any respect do not comply with the Contract requirements does not release the Contractor from compliance herewith. Delete Paragraph 5.06 E. of the General Conditions in its entirety. Delete Paragraph 5.07 of the General Conditions in its entirety. Delete Paragraph 6.05. A. of the General Conditions in its entirety and insert the following in its place: 6.05 Substitutes and "Or Equals" A. Where equipment and products are specified by name, no substitutes or "or-equal" will be considered or approved unless the term "or-equal" is included in the acceptable manufacturer section of tl�at Specification. l. If subsritutes or "or equals" are specifically permitted for consideration by the individual Specifications, they must be submitted and will be reviewed and evaluated in accordance with the RFP # 6304 - Exhibit C Page 55 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SG24 f.Y�b�I. CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects provisions established in General Condition paragraph 6.05 and in Division 1 of the Specifications. Any determination made by the Engineer is subject to the review and approval of the Owner and the Owner's determination shall be final. Amend paragraph 6.05 B. by changing the reference in the last sentence from 6.OS.A2 to 6.OS.A.1 Amend paragraph 6.05 C. by deleting the third sentence and replacing it with the following sentence: No "or-equal" or subsritute will be ordered, installed or urilized unril Engineer's review is complete, which will be evidenced by either a Change Order or Field Order. SG26 Amend paragraph 6.05 E. by changing the reference in the first sentence from 6.OS.A2 to 6.OS.A. In addition, amend paragraph 6.05 E. by deleting the word "substitute" in all locarions and replacing it with the phrase "substitute or "or-equal"". SG27 SG28 Amend paragraph 6.06 A. by adding the following to the last sentence: unless called for in the Contract Documents. Add the following text at the end of 6.06 Concerning SubConiractors, Suppliers, and Others, Part G: No work may be performed by any SubContractor until the Contractor executes a subcontract with SubContractor which, as provided in this paragraph, expressly incorporates the provisions of the contract documents as binding on and applying to the SubContractor insofar as they are applicable to the work performed by the SubContractor. The Contractor shall provide written documentation to the Owner which indicates the name of the SubContractor, the date the subcontract was executed and the value of the executed subcontract. No work may be performed by any SubContractor until the written documentation is provided following execution of the subcontract. The Contractor also must provide written notification of any amendment or changes in any subcontract value. SG29 Add a new paragraph immediately after paragraph 6.06 G of the General Conditions which is to read as follows: H. Owner or Engineer may furnish to any such SubContractor, Supplier, or other person or organization, to the extent practicable, information about amounts paid to Contractor in accordance with Contractor's Application for Payment on account of the particular SubContractor's, Supplier's, other person's or other organization's Work. SC-30 Add a new paragraph immediately after paragraph 6.08 A of the General Conditions which is to read as follows: RFP # 6304 - Exhibit C Page 56 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects In accordance with the Federal Water Pollution Control Act, 33 U.S.C. Para. 1251-1387 (1990), also known as the Clean Water Act, as amended in 1987 and codified at 40 C.F.R. Part 122, the Contractor shall be required to obtain a stormwater discharge permit for construction activity from the United States Environmental Protection Agency (EPA). Under current regulations, construction activities including clearing, grading and excavation, must be permitted for storm water discharge unless the operations result in the disturbance of less than five acres total land areas which are not part of a larger common plan of development. The Contractor is required to submit a Notice of Intent (NOI) for stormwater discharges associated with industrial activity under the NPDES General Permit with EPA at least two days prior to the date on which construction is to commence. In addition the Contractor shall prepare and retain on-site a Stormwater Pollution Prevention Plan in accordance with EPA requirements. SC-31 Add a new paragraph immediately after paragraph 6.09 C. of the General Conditions which is to read as follows: SC-32 D. All respondents are required to complete and submit with their proposal, the Vendor Compliance to State Law form, which follows the proposal. Add the following language at the end of the first sentence of paragraph 6.10 A. of the General Conditions: The Owner qualifies as an exempt agency as defined by the statutes of the State of Texas. The Contractor shall comply with all statutes and rulings of the State Comptroller. SC-33 Add the following sentence to paragraph 6.12 of the General Conditions: Drawings submitted upon completion of the project will be submitted by the Contractor on full size set of construction plans. SC-34 Revise paragraph 6.13.A.3 of the General Conditions to read as follows: other property at the site or adjacent thereto, including trees, shrubs, lawns, lawn irrigation systems,..... Add the following paragraphs to Article 6.13.B of the General Conditions: The Contractor shall comply with the provisions of the Occupational Safety and Health Act of 1970, and the standards and regulations issued thereunder and warrant that all work, materials, and products furnished under this contract will conform to and comply with said standards and regulations which are in existence on the date of this contract. The Contractor further agrees to indemnify and hold harmless the Owner and the Engineer for all damages suffered by the Owner and the Engineer as a result of the Contractor's failure to comply with the Act and the Standards issued thereunder and for the failure of any material and/or equipment furnished under this contract to so comply. The Contractor shall also comply with all pertinent provisions of the "Manual of Accident Prevention in Construction" issued by the Associated General Contractors of America, Inc., if not in conflict with those of the Occupational Safety and Health Act of 1970 and shall maintain an accurate record of all cases of death, RFP # 6304 - Exhibit C Page 57 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-35 SC-36 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects occupational disease, and injury requiring medical attention or causing loss of time from work, arising out of and in the course of employment or wark under the contract. The Contractor alone shall be responsible for the safety, efficiency, and adequacy of his equipment and employees, and for any damage which may result from their failure or their improper construction, maintenance or operation. Per Texas House Bill 1569 effective as of September l, 1989, it shall be the responsibility of the Contractor to provide and maintain a viable trench safety system at all times during construction activities. The Contractor is directed to become knowledgeable and familiar with the standards as set forth by the Occupational Safety and Health Administration (OSHA) for trench safety that will be in effect during the period of construction of the project and the contract is responsible for conforming to such regulations as prescribed by OSHA standards. A solicitation item for trench excavation safety protection and shoring is included in the proposal. Amend paragraph 6.16 by revising the last sentence to read: If Engineer determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. Delete Paragraph 6.17. C. 2. of the General Conditions in its entirety and insert the following in its place: 2. All Shop Drawings shall be in strict compliance with the Contract Documents. The Contractor may seek a deviation by requesting a Modification. All approved Written Amendments, Change Orders, Field Orders and/or Work Change Directives shall be incorporated into the Shop Drawings. The Contractor may submit a Shop Drawing or sample that varies from compliance with the Contract Documents providing the submittal is accompanied by a Shop Drawing Deviation Request. If the proposed Modification is approved by the Engineer, the submittal will be considered to be in strict compliance with the Contract Documents and it will be reviewed in accordance with the Contract Documents. If the proposed Modification is not approved, the submittal will be returned to the Contractor with appropriate comments. All Shop Drawings shall bear a duly executed statement by the Contractor as set forth hereinunder. THIS SHOP DRAWING HAS BEEN REVIEWED AND DETERMINED TO BE IN LJ COMPLIANCE LJ COMPLIANCE SUBJECT TO APPROVAL OF ATTACHED CHANGE ORDER/FIELD ORDER AND WITH THE CONTRACT DOCUMENTS AS MODIFIED BY ADDENDA, CHANGE ORDER AND FIELD ORDER. CONTRACTOR C RFP # 6304 - Exhibit C Page 58 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects DATE SC-37 Delete Paragraph 6.17 C. 3. of the General Conditions in its entirety and insert the following in its place: 3. The Contractor may submit a Shop Drawing or Sample that varies from strict compliance with the Contract Documents providing the submittal is accompanied by a proposed Change Order or Field Order. If the proposed Change Order or Field Order is approved by the Engineer, the submittal will be considered in strict compliance with the Contract Documents. Submittals under this provision shall bear a duly executed statement by the Contractor as set forth in paragraph 6.17 C.2. as modified in these Supplementary Conditions. If the proposed Change Order or Field Order is approved by the Engineer, the submittal will be reviewed in accordance with the Contract Documents. If the Change Order or Field Order is not approved, the submittal will be returned to the Contractor with appropriate comments. SC-38 Delete the following from 6.17 D.3. "unless Contractor has in writing called Engineer's attention to each such variation at the time of each submittal as required by paragraph 6.17 C.3. and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample approval" SC-39 Delete the last sentence in paragraph 6.17 E. The following shall be added: All resubmittals shall be in strict compliance with the Drawings, Specifications and Contract Documents, and only the changes permitted from the prior submittal shall be modifications or additional information addressing specifically the Engineer's previous comments. SC-40 Delete the following from paragraph 6.18 -"or as Owner and Contractor may otherwise agree in writing." Add the following language at the end of the second sentence of paragraph 6.18 of the General Conditions: Contractor assumes and bears responsibility for all costs and time delays associated with any variation from the requirements of the Contract Documents. SC-41 Delete the following from paragraph 6.20. —"but only to the extent caused b any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of the may be liable" replace with the following language: IS CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF CONTRACTOR, ANY SUBCONTRACTOR, ANY SUPPLIER, OR ANY INDIVIDUAL OR ENTITY DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM TO PERFORM ANY OF THE WORK OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT CAUSED IN PART BY ANY NEGLIGENCE OR OMISSION OF AN INDIVIDUAL OR ENTITY INDEMNIFIED HEREUNDER OR WHETHER LIABILITY IS IMPOSED UPON SUCH RFP # 6304 - Exhibit C Page 59 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects INDEMNIFIED PARTY BY LAWS AND REGULATIONS REGARDLESS OF THE NEGLIGENCE OF ANY SUCH INDIVIDUAL OR ENTITY. Add the following paragraph after Paragraph 621 Delegation of Professional Design Services: 622 Performance of Work by the Con�i^actor Contractor Participation: Except as otherwise provided, the Contract shall perform no less than 25 percent (25%) of the work with his own organization. The on-site production of materials produced by other than the Contractor's forces shall be considered as being subcontracted. If, during the progress of wark hereunder, the Contractor requests a reduction in such participation percentage and the Owner determines tl�at it would be to the Owner's advantage, the percentage of wark required to be performed by the Contractar may be reduced; provided, written approval of such reduction is obtained by the Contractor from the Owner. SC-43 SC-44 SC-45 SC-46 SC-47 Delete Paragraph 8.01 of the General Conditions in its entirety and insert the following in its place: 8.01 Communications to Contractor. A. Owner will issue project communications related to the administration of the Construction contract through the Engineer. Delete Paragraph 8.02 A of the General Conditions in its entirety and insert the following in its place: A. In the case of termination of the employment of the Engineer, Owner will notify the Contractor of their intent to appoint a different Engineer to the Project. Contractor may voice any objections with regard to the Owner's replacement Engineer within a reasonable time set by the Owner and Owner will take these objections (if any) into consideration before appointing the new Engineer. Amend Paragraph 8.09 A. by adding the following: Any failure ar neglect on the part of Owner, or Engineer to enforce provisions herein dealing with supervision, control, inspection, testing or acceptance and approval of the work shall never operate to relieve Contractor from full compliance with the contract documents nor render Owner liable to Contractor for money damages, extensions of time or increased compensation of any kind. Delete paragraph 8.10 in its entirety. Delete Paragraph 9.01 of the General Conditions in its entirety and insert the following in its place: 9.01 Authority of Engineer RFP # 6304 - Exhibit C Page 60 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-48 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects A. Engineer is the Owner's representative during the construcrion period. However, any determination made by the Engineer is subject to the review and approval of the Owner and the Owner's determination shall be final. Delete Paragraph 9.03 of the General Conditions in its entirety and insert the following in its place: 9.03 Project Representative A The Owner may elect to have a Resident Project Representative on the Site. The Owner may also have an assistant Resident Project Representative on the Site that will report directly to the Resident Project Representative. The duties, responsibilities and the limitations of authority of the Resident Project Representative, and designated assistants, are as follows: l. Resident Project Representative is the Owner's agent at the site, will act as directed by and under the supervision of the Owner, and will confer with Owner regarding Resident Project Representative's actions. Resident Project Representative's dealings in matters pertaining to the on- site Work shall in general be with either the Owner and Contractor, keeping all parties advised as necessary. Resident Project Representative's dealings with SubContractors shall only be through or with full knowledge and approval of Contractor. Resident Project Representative shall generally communicate with Owner with the knowledge of and under the direction of Owner. B. Duties and Responsibilities of Resident Project Representative and designated assistants: 1. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedules of values prepared by Contractor and consult with Owner concerning acceptability. 2. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as Owner's liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of Contract Documents; and assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on-site operations. b. Assist in obtaining from Owner additional details or information, when required for proper execution of the Wark. 4. Shop Drawings and Samples: a. Record date of receipt of Shop Drawings and Samples. b. Receive Samples which are furnished at the Site by Contractor, and notify Owner of availability of Samples for examination. c. Advise Owner and Contractor of the commencement of any Work requiring a Shop Drawing or Sample if the submittal has not been approved by Owner or Engineer. Review of Wark, Rejection of Defective Wark, Inspections and Tests: a.. Conduct on-site observations of the Work in progress to determine if the Work is in general proceeding in accordance with the Contract Documents. RFP # 6304 - Exhibit C Page 61 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects b. Report to Owner whenever Resident Project Representative believes that any Work will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise Owner of Work the Resident Project Representative believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. c. Verify that tests, equipment and systems start-up and operating and maintenance training are conducted in the presence of appropriate personnel, and the Contractor maintains adequate records thereof; and observe, record and report to Owner appropriate details relative to the test procedures and start-ups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to Owner. 6. Interpretation of Contract Documents: Report to Owner when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by Owner. 7. Request for Revisions: Consider and evaluate Contractor's suggestions for revisions to Drawings or Specifications and report with Resident Project Representative's recommendations to Owner. Transmit to Contractor in writing decisions as issued by Owner. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and Samples, reproductions of original Contract Documents, including all Work Change Directives, Addenda, Change Orders, Field Orders, Written Amendments, additional Drawings issued subsequent to the execution of the Contract, Owner's clarifications and interpretations of the Contract Documents, progress reports, submittals and correspondence received from and delivered to Contractor and other Project related documents. Reports: a. Furnish to Owner periodic reports as required of progress of the wark and of Contractor's compliance with the progress schedule and schedule of Shop Drawings and Sample submittals. b. Consult with Owner in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Written Amendments, Change Orders and Work Change Directives, obtaining backup material from Contractor and recommend to Owner Written Amendments, Change Orders, Work Change Directives, and Field Orders. d. Report immediately to Owner the occurrence of any accident. 10. Payment Requests: Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Owner, noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment at the Site but not incorporated in the Work. 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled RFP # 6304 - Exhibit C Page 62 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-49 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to Owner for review and forwarding to Owner prior to final payment for the Work. 12. Completion: a. Before Owner issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has performed inspections required by laws or regulations, ordinances, codes or order applicable to the Work, including but not limited to those to be performed by public agencies having jurisdiction over the Work. c. Conduct a final inspection in the company of Owner and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to Owner concerning acceptance. C. Limitations of Authority of Resident Project Representative and designated assistants: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or-equal" items), unless authorized by Owner. 2. Shall not exceed limitations of Owner's authority as set forth in Agreement or the Contract Documents. 3. Shall not undertake any of the responsibilities of Contractor, SubContractor, Suppliers, or Contractor's superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work or any activities or operations of Owner or Contractor. 6. Shall not accept shop drawing or sample submittals from anyone other than the Contractor. 7. Shall not participate in specialized field or laboratory tests or inspections conducted by others, except as specifically authorized by Owner. Delete Paragraph 9.04 of the General Conditions in its entirety and insert the following in its place: 9.04 Authorized Variations in Work A. Engineer may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order. The Contractor shall notify the Engineer in writing prior to beginning any Work addressed in a Field Order if the Contractor does not agree that the Work involved represents no additional cost and/or time change in the Contract Documents. RFP # 6304 - Exhibit C Page 63 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SG50 SG51 SG52 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Delete Paragraph 9.07 of the General Conditions in its entirety and insert the following in its place: 9.07 Determinations for Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision thereon is subject to the review and approval of the Owner and the Owner's determination shall be final as provided in 9.01 A. Delete Paragraph 9.08 of the General Conditions in its entirety and insert the following in its place: 9.08 Decisions on Requirements of Con�i^act Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes, and other matters relating to the acceptability of the Work, the quantities and classifications of Unit Price Work, the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, and Claims seeking changes in the Contract Price or Contract Times will be referred initially to Engineer in writing, in accordance with the provisions of paragraph 10.05, with a request for a formal decision. Engineer's formal decision thereon is subject to the review and approval of the Owner and the Owner's deternunarion shall be final as provided in paragraph 9.OlA B. The rendering of a decision by Engineer pursuant to this paragraph 9.09 and the review and final decision by Owner thereof, with respect to any such claim, dispute, or other matter (except any which have been waived by the acceptance of final payment as provided in paragraph 14.07) will be a condition precedent to any exercise by Contractor of any rights or remedies it may otherwise have under the Contract Documents or by Laws or Regulation in respect to any such claim, dispute, or other matter. Delete Paragraph 10.05 of the General Conditions in its entirety and insert the following in its place: 10.05 Claims A. Notice: Written notice stating the general nature of each Claim, dispute, or other matter shall be delivered by the claimant to Engineer promptly (but in no event later than 7 days) after the start of the event giving rise thereto. Notice of the amount or extent of the Claim, dispute, or other matter with supporting data shall be delivered to the Engineer within 30 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim, dispute, or other matter). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of paragraph 12.O1.B. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of paragraph 12.02.B. Each Claim shall be accompanied by claimant's written statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. B. Engineer will issue a written recommendation to the Owner in writing within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. C. If Engineer does not issue a written recommendation within the time stated in paragraph 10.O5.B, a decision denying the Claim in its entirety shall be deemed to have been issued 31 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. RFP # 6304 - Exhibit C Page 64 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SG53 SG54 SG55 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects D. No Claim for an adjustment in Contract Price or Contract Times (or Milestones) will be valid if not submitted in accordance with this paragraph 10.05. Add the following paragraph after Paragraph 10.05 Claims, Part B Notice: C. Subconiractor claims, Duty of Coniractor As provided in paragraph 6.06 G, the provisions of the contract documents are binding on and apply to SubContractors insofar as they are applicable to the work performed by the SubContractor. This especially includes, without limitation, the terms of the general conditions, and any addendums or supplementary conditions modifying the general conditions. In regard to any claim for additional time, additional compensation, or other damages filed by a SubContractor against the Contractor, the Contractor agrees to thoroughly review and analyze the claim in good faith as to its merits and amount. Contractor also agrees that it will not present or pass the claim through to the Owner as if it were the Contrator's claim, if the claim is subject to any valid legal or equitable defenses available to either Owner or Contractor under the contract documents, the terms of the subcontract, or applicable statutory or case law, which defenses include, but are not limited to, any and all notice and claim defenses arising under the subcontract or the contract documents. If the SubContractor claim is subject to any valid legal or equitable defense under the contract documents, the subcontract, or applicable statutory or case law, Contractor shall, as a condition precedent to the filing of any claim against the Owner by virtue of any derivative liability of the Owner under the contract documents or applicable law, defend against the invalid SubContractor claim in a court of competent jurisdiction, at Contractor's sole cost and expense. Failure of Contractor to defend against invalid SubContractor claims as required in this paragraph shall constitute a complete and unequivocal waiver of any right of Contractor to seek reimbursement from Owner. Further, if the Contractor fails to provide the defense required above, Contractor shall be obligated to indemnify and reimburse Owner for all expenses and costs, including but not limited to attorney's fees and expert witness costs, incurred by Owner in defending any lawsuit based upon a SubContractor claim, in which lawsuit a valid legal or equitable defense was available under the contract documents, the subcontract or applicable statutory or case law. In Section 10.05 Claims, revise the existing headings of Paragraphs C, D, E and F to read D, E, F and G. Amend paragraph 11.01 A. of the General Conditions by striking out the following words in the third sentence: °those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in paragraph 11.01 B." and adding the following: °those paid for the Work included in the Contract Price, shall include only the following items, and shall not include any of the costs itemized in paragraph 11.01 B. Contractor shall provide certified payroll records listing personnel classifications and salaries for all individuals involved in additional Wark Salaries for those not included in the certified payroll will be considered as being compensated under paragraph 11.01 B.". RFP # 6304 - Exhibit C Page 65 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SG56 SG57 SG58 SG59 SC-60 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Amend paragraph 11.01 A.1 of the General Conditions by striking out the following words in the second sentence: "without limitation superintendents, foreman" and adding the following: "one foreman (unless agreed upon prior to beginning Work)A Amend paragraph 11.01 A.1 of the General Conditions by striking out the following words in the last sentence: "be included in the above" and adding the following: "not exceed 1.5 times regular pay and shall be included in the above" Amend paragraph 11.01 B.l by adding the following to the list of excluded personnel in the first sentence: Superintendents Amend paragraph 11.01 D. by modifying the sentence to read as follows; "..... and submit in a form and at intervals acceptable to Engineer ..." Delete Paragraph 11.03 C. of the General Conditions in its entirety and insert the following in its place: C. The unit price of an item of Unit Price Work shall be subject to reevaluation and adjustment in accordance with paragraph 10.05 under the following conditions: l. if the total cost of a particular item of Unit Price Work amounts to twenty percent (20%) or more of the Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than twenty percent (20%) from the estimated quantity of such item indicated in the Agreement; and 2. if there is not corresponding adjustments with respect to any other item of Work; and 3. if Contractor believes that Contractor has incurred additional expense as a result thereof; or if Owner believes that the quantity variation entitles Owner to an adjustment in the Unit Price, either the Owner or Contractor may make a claim for an adjustment in the Contract Price in accordance with Article 11.01 if the parties are unable to agree as to the effect of any such variation in the quantity of the Unit Price Work performed. Add new paragraph following 11.03 11.04 No Claims for Delays A The Contractor agrees to make no claims for damage for delay in the performance of the Contract occasioned by any act or omission to act of the Owner, Engineer, or any of the Engineer's or Owner's agents, and agrees that any such claim shall be fully compensated by an extension of time, as set forth in a Change Order, to complete performance of the wark as provided herein. RFP # 6304 - Exhibit C Page 66 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects SC-61 Delete Paragraph 12.01 A. of the General Conditions in its entirety and insert the following in its place: A The Contract Price may only be changed by a Change Order or Written Amendment. Any claim by Contractor for an adjustment in the Contract Price shall be in writing to the Engineer and will be processed in accordance with Article 10 hereof. Delete Paragraph 12.02 A. of the General Conditions in its entirety and insert the following in its place: A. The Contract Times (or Milestones) may only be changed by a Change Order or Written Amendment which shall be processed in accordance with Article 10 hereof. SC-63 Amend paragraph 12.03 A. by deleting "abnormal weather condition." Add following: No time extension will be allowed for weather conditions. SC-64 Add the following paragraph to 13.03.B of the General Conditions: 13.03.B.3 for tests or inspections resulting from failure of initial test and inspections. The Contractor shall be responsible for payment of these tests and inspections. Add the following to 13.03 of the General Conditions: During the progress of the work, all materials, equipment and workmanship shall be subjected to such inspections and tests as will assure conformance with the contract requirements. Inspections and tests as required will be performed by an independent testing laboratory approved by the Owner and paid for by the Contractor. All inspection and testing reports shall be furnished to the Owner and the Engineer as they are completed. The Contractor shall be responsible for coordination of all testing. The Owner shall have the right to perform additional testing by its own testing laboratory if it desires. The Contractor shall furnish at his expense all necessary specimens and samples for such additional testing. Any test results by the Owner or his representative not meeting the specifications will require additional tests and inspections paid for by the Contractor. The Engineer will determine the additional testing and extra inspection required to obtain substantial conformance with the Contract. In the event materials, construction items or products incorporated in the work fail to satisfy the minimum requirements of the initial test, appropriate additional tests shall be made as directed by the Owner to determine the extent of the failure and to verify that the corrective measures have brought the item up to specification requirements. The cost of all testing necessary to determine the extent of the failure and the adequacy of the corrective measures shall be the responsibility of the Contractor. Tests, unless otherwise specified, shall be made in accordance with the latest methods of the American Society for Testing and Materials. The Contractor shall provide such facilities as the Owner may require for collecting and forwarding samples and shall not use the materials represented by the samples until tests have been made. The Contractor shall furnish adequate samples without charge. The inspections and tests made by the Owner, its inspectors or agents shall ordinarily be made without cost to the Contractor unless otherwise expressly specified in the contract documents. The Contractor shall furnish without additional cost to the Owner such materials for testing as may be reasonably necessary. RFP # 6304 - Exhibit C Page 67 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-66 SC-67 SC-68 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Retesting after failure to pass tests shall be at the expense of the Contractor. Should the percentage of rejected material or equipment be unreasonably large, the additional cost of such inspections and tests resulting therefrom shall be borne by the Contractor. The Owner shall judge what is extra inspection and shall determine the additional cost thereby and payable by the Contractor. Delete Paragraph 13.04 of the General Conditions in its entirety and insert the following in its place: 13.04 Uncovering Work A. If any Wark is covered contrary to the request of Engineer, it must, if requested by Engineer, be uncovered for Engineer's observarion and replaced at Contractor's expense. B. In circumstances different from 13.04 A above, if Engineer considers it necessary or advisable that covered Work be observed by the Engineer or inspected or tested by others, Contractor at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, Contractor shall pay all Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. Add the following to paragraph 13.07 A.: When early acceptance of a Substantially Completed portion of the Work is accomplished in the manner indicated, the correction period for that portion of the Work shall commence at the time of substantial completion of that Work. Delete Paragraph 13.08 A. of the General Conditions in its entirety and insert the following in its place: A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer's recommendation of final payment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. Delete Paragraph 13.09 C. of the General Conditions in its entirety and insert the following in its place: C. All Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the RFP # 6304 - Exhibit C Page 68 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 �Y�S9 SC-70 SC-71 SC-72 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Contract Documents with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correcrion, removal, or replacement of Contractor's defective Work. Delete paragraph 14.01 of the General Conditions in its entirety and replace with the following paragraph: The schedule of values submitted as provided in paragraph 2.OS.B.3 will serve as the basis for progress payments, subj ect to acceptance by Engineer, and will be incorporated into a form of Application for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed. Contractor shall submit a detailed schedule of values of the work to be performed on the project in conformance with Section 01310 Schedules, Reports and Payments. Delete Paragraph 14.02 A.3. of the General Conditions in its entirety and insert the following in its place: 3. The amount of retainage with respect to progress payments will be five percent (5%) of the total amount of completed Work and properly stored materials on hand. In addition to the amount retained above, the Owner may retain additional amounts as set forth elsewhere in the Contract Documents. Amend the first sentence of paragraph 14.02 C. l. to read as follows: "Thirry (30) days after presentation of the Application for Payment to Owner ...." Delete 14.02 D. l. d. Add new paragraphs immediately after paragraph 14.02 D. l.c. of the General Conditions which are to read as follows: d. Owner has been notified of Contractor's failure to make payments to SubContractors or Suppliers or for labor; e. Contractor's failure to submit up-to-date record documents as required by GC- 6.12; £ Contractor's failure to submit monthly progress schedule updates or revised schedules as requested by the Owner or Engineer; g. Contractor's failure to provide Project photographs required by Specifications; h. Unsatisfactory progress of the work not caused by conditions beyond the Contractor's control; i. Contractor's failure to carry out instrucrions of the Owner or his representative; j. Owner has a reasonable doubt that the contract can be completed for the balance then unpaid; RFP # 6304 - Exhibit C Page 69 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-73 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects k Damage to another Contractor; 1. Claim filed by or against Contractor or reasonable evidence indicating probable filing of claims; or m. Owner has actual knowledge of the occurrence of any of the events enumerated in paragraphs 14.02.B.S.a through 14.02.B.5.1 or paragraph 15.02.A. Add a new paragraph immediately after 14.02 D. 3. Owner may permanently withhold payment from Contract Price for a. liquidated damages incurred by Contractor, or b. compensation for Engineer for overtime charges of Resident Project Representative, third review of submittals, review of substitutions, re-inspection fees, inspections or designs related to correction of defective Work, or other Services identified as requiring payment by the Contractor. SC-74 SC-75 c. Costs for tests performed by the Owner to verify that work previously tested and found to be defective has been corrected. Verification testing is to be provided at the Contractor's expense to verify products or constructed works are in compliance after corrections have been made. Delete Paragraph 14.04 of the General Conditions in its entirety and insert the following in its place: 14.04 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Wark is substantially complete (except for items specifically listed by Contractor as incomplete) and request that Engineer issue a certificate of Substantial Completion. Promptly thereafter, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. If Engineer considers the Work substantially complete, Engineer will prepare and deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner will thereafter review the tentative certificate of Substantial Completion and make a final determination as to substantial completion which will be communicated to the Contractor in writing within 20 days after receipt of the tentative certificate. Delete Paragraph 14.07 A.l. of the General Conditions in its entirety and insert the following in its place: A. Application for Payment l. After Contractor has satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance certificates of inspection, marked-up record documents (as provided in paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. RFP # 6304 - Exhibit C Page 70 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 �Y�LII� SC-77 SC-78 SC-79 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Add the following after paragraph 14.07 C. In the event the Contractor fails to attain Substantial Completion of the entire Proj ect (all contract line items except final clean-up) within the Contract Time, the Owner may withhold money permanently from the Contractor's total compensation a sum of $1,500 per day as liquidated damages and for added expenses including Engineering services, etc. In the event the Contractor fails to attain Final Completion of the entire Project (all contract line items) within the Contract Time, the Owner may withhold money permanently from the Contractor's total compensation a sum of $1,500 per day as liquidated damages and for added expenses including Engineering services, etc. The Owner will be the sole judge as to whether the wark has been completed within the allotted time. Accordingly, it is agreed and understood that said amount is to be assessed by the Owner, not as a penalty, but as a predetermined and agreed upon liquidated damage. Additionally, assessment of liquidated damages by the Owner shall not constitute a waiver of the Owner's right to sue and collect additional damages which Owner may sustain by the failure of the Contractor to perform in accordance with the terms of its Contract. Delete Paragraph 14.08. of the General Conditions in its entirety and insert the following in its place: 14.08 Final Completion Delayed A. If after Substantial Completion of the Work final completion thereof is materially delayed though, no fault of the Contractor, and the Engineer so confirms, Owner, upon certification by Engineer, and without terminating the Agreement, may make payment of all or a portion of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for the Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in Paragraph 5.01, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to Engineer prior to certifications of such payment. Such payment, if approved, shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. Delete Paragraph 14.09. of the General Conditions in its entirety and insert the following in its place: 14.09 Waiver of Claims A The acceptance of final payment by the Contractor shall constitute a waiver of all claims by Contractor against Owner. Delete Paragraph 15.01 of the General Conditions in its entirety and insert the following in its place: 15.01 Owner's Right to Temporarily Suspend Work A. Reasons for Suspension. The Owner shall have the right by written order to temporarily suspend the wark, in whole or in part, whenever, in the judgment of the Owner, such temporary suspension is required: in the interest of the Owner generally, 2. due to government or judicial controls or orders which make performance of this contract temporarily impossible or illegal, RFP # 6304 - Exhibit C Page 71 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-80 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects to coordinate the work of separate Contractors at the job site, 4. to expedite the completion of a separate contract even though the completion of this particular contract may be thereby delayed, because of weather conditions unsuitable for performance of the work, or 6. because the Contractor is proceeding contrary to contract provisions or has failed to correct conditions considered unsafe for warkmen. B. The written order of the Owner to the Contractor shall state the reasons for suspending the work and the anticipated periods for such suspension. Upon receipt of the Owner's written order, the Contractor shall suspend the work covered by the order and shall take such means and precautions as may be necessary to properly protect the finished and partially finished work, the unused materials and uninstalled equipment, including the providing of suitable drainage about the work and erection of temporary structures where necessary. The Contractor shall not suspend the work without written direction from the Engineer and shall proceed with the work promptly when notified by the Engineer to resume operations. C No additional compensation shall be paid to the Contractor for such suspension under Paragraph 15.01 A.6. above or otherwise where same is caused by the fault of the Contractor. Where such temporary suspension is not due to the fault of the Contractor, he shall be entitled to: 1. An equitable extension of working time for the completion of the work, not to exceed the delay caused by such temporary suspension, as determined by the Owner; and 2. the actual and necessary costs of properly protecting the finished and partially finished work, unused materials and uninstalled equipment during the period of the ordered suspension as determined by the Owner as being beyond the contract requirements, such costs, if any, to be determined on the basis set forth in Article 12 of the General Conditions, and 3. where the Contractor elects to move equipment from the job site and then return it to the site when the work is ordered resumed, the actual and necessary costs of these moves, in an amount determined by the Owner under the provisions of Article 12 of the General Conditions Delete Paragraph 15.02 of the General Conditions in its entirety and insert the following in its place: 15.02 Contractor Default: Owner's Right to Suspend Work and Annul Contract A. The work or any portion of the work under contract shall be suspended immediately on written order of the Owner declaring the Contractor to be in default. A copy of such notice shall be served on the Contractor's surety. The contract may be annulled by the Owner for any good cause or causes, among others of which special reference is made to the following: l. failure of the Contractar to start the work within 10 days from date specified in the written wark order issued by the Owner to begin the wark; 2. substantial evidence that the progress of the work being made by the Contractor is insufficient to complete the wark within the specified warking time; 3. failure of the Contractor to provide sufficient and proper equipment, materials or construction forces for properly executing the wark; RFP # 6304 - Exhibit C Page 72 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 4. substantial evidence that the Contractor has abandoned the work or discontinuance of the performance of the work or any part thereof and failure to resume performance within a reasonable time after notice to do so; 5. substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise financially unable to carry on the work; 6. deliberate failure on the part of the Contractor to observe any requirements of these specifications or to comply with any orders given by the Engineer as provided for in these specifications; 7. failure of the Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Owner; 8. substantial evidence of collusion for the purpose of illegally procuring a contract or perpetrating fraud on the Owner in the construction of work under contract; 9. repeated and flagrant violations of safe working procedures; 10. the filing by the Contractor of litigation against the Owner prior to final completion of the wark. B. When the wark is suspended for any of the causes itemized above, or for any other cause or causes, the Contractor shall discontinue the work or such part thereof as the Owner shall designate, whereupon the surety may either at its option assume the contract or that portion thereof which the Owner has ordered the Contractor to discontinue and perform the same or, with the written consent of the Owner, sublet the same, provided, however, that the surety shall exercise its option within two weeks after the written notice to discontinue the work has been served upon the Contractor and upon the surety or its authorized agents. The surety in such event shall assume the Contractor's place in all respects and shall be paid by the Owner for all work performed by it in accordance with the terms of the contract, but in no event shall such payments exceed the contract amount, regardless of the cost to the surety to complete the work. All monies remaining due the Contractor at the time of his default shall thereupon become due and payable to the surety as the work progresses, subject to all terms of the contract. In case the surety does not, within the hereinabove specified time, exercise its obligation to assume the contract or that portion thereof which the Owner has ordered the Contractor to discontinue, then the Owner shall have the power to complete by contract or otherwise, as it may determine, the wark herein described or such part thereof as it may deem necessary; and the Contractor hereto agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies and property of every kind provided by the Contractor for the purpose of his work and to procure other tools, equipment and materials for the completion of the same and to charge to the account of the Contractor the expense of said contract for labor, materials, tools, equipment and expenses incident thereto. The expense so charged shall be deducted by the Owner out of such monies as may be due or may at any time thereafter become due the Contractor under and by virtue of the contract or any part thereof. C. The Owner shall not be required to obtain the lowest bid for the work of completing the contract, but the expenses to be deducted shall be the actual cost of such work. In case such expense is less than the sum which would have been payable under the contract if the same had been completed by the Contractor, then in such case the Owner may pay the Contractor the difference in the cost, provided that the Contractor shall not be entitled to any claim for damages or for loss of anticipated profits. D. In case such expense shall exceed the amount which would have been payable under the contract if the same had been completed by the Contractor, the Contractor and his surety shall pay the amount of the excess to the Owner on notice from the Owner for excess due including any costs incurred by the Owner, such as inspection, legal fees and liquidated damages. When any particular part of the work is being carried RFP # 6304 - Exhibit C Page 73 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-81 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects on by the Owner by contract or otherwise under the provisions of this section, the Contractor shall continue the remainder of the work in conformity with the terms of the contract and in such a manner as not to hinder or interfere with the perfarmance of warkmen employed as above provided by the Owner or surety. Delete Paragraph 15.03 of the General Conditions in its entirety and insert the following in its place: 15.03 Termination for Convenience of the Owner A The performance of the work under this contract may be terminated by the Owner in whole or from time to time in part, in accordance with this section, whenever the Owner shall determine that such termination is in the best interest of the Owner. Any such termination shall be effected by mailing a notice of termination to the Contractor specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Mail by the Owner. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the Owner regarding such discretionary action. B. After receipt of a notice of termination, and except as otherwise directed by the Engineer, the Contractor shall: stop work under the contract on the date and to the extent specified in the notice of terminatlon; 2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion the wark under the contract as is not terminated; 3. terminate all orders and subcontract to the extent that they relate to the performance of wark terminated by the notice of termination; 4. transfer title to the Owner and deliver in the manner, at the times, and to the extent, if any, directed by the Engineer: a. the fabricated or unfabricated parts, work in process, completed work, supplies and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the notice of termination; and b. the completed or partially completed plans, drawings, information and other property which, if the contract had been completed, would have been required to be furnished to the Owner. 5. complete performance of such part of the work as shall not have been terminated by the notice of termination; and 6. take such action as may be necessary, or as the Engineer may direct, for the protection and preservation of the property related to its contract which is in the possession of the Contractor and in which the Owner has or may acquire an interest. At a time not later than 30 days after the termination date specified in the notice of termination, the Contractor may submit to the Engineer a list, certified as to the quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by the Engineer. Not later than 15 days thereafter, the Owner shall accept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Engineer upon removal of the items, or, if the items are stored, within 45 days RFP # 6304 - Exhibit C Page 74 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects from the date of submission of the list, and provided that any necessary adjustments to correct the list as submitted shall be made prior to final settlement. C. Within 60 days after notice of termination, the Contractor shall submit his termination claim to the Engineer in the form and with the certification prescribed by the Engineer. Unless one ar more extensions in writing are granted by the Engineer upon request of the Contractor, made in writing within such 60-day period or authorized extension thereof, any and all such claims shall be conclusively deemed waived. D. Subject to the provisions of Paragraph 15.03 C., the Contractor and Owner may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant hereto, provided that such agreed amount or amounts shall never exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. No amount shall be due for lost or anticipated profits. Nothing in Paragraph 15.03 E., hereunder, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the Owner to agree upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this section, shall be deemed to limit, restrict or otherwise determine or affect the amount or amounts which may be agreed upon to be paid to the Contractor pursuant to this paragraph. E. In the event of the failure of the Contractor and the Owner to agree, as provided in Paragraph 15.03 D., upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this section, the Owner shall determine, on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined. No amount shall be due for lost or anticipated profits. In arriving at the amount due the Contractor under this section, there shall be deducted: 1. all unliquidated advance or other payments on account theretofore made to the Contractor, applicable to the terminated portion of this contract; 2. any claim which the Owner may have against the Contractor in connection with this contract; and 3. the agreed price for or the proceeds of sale of any materials, supplies or other things kept by the Contractor or sold, pursuant to the provisions of this clause, and not otherwise recovered by or credited to the Owner. G. If the termination hereunder be partial prior to the settlement of the terminated portion of this contract, the Contractor may file with the Engineer a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the notice of termination), and such equitable adjustment as may be agreed upon shall be made in such price or prices; nothing contained herein, however, shall limit the right of the Owner and the Contractor to agree upon the amount or amounts to be paid to the Contractor for the completion of the continued portion of the contract when said contract does not contain an established contract price for such continued portion. H. Nothing contained in this section shall limit or alter the rights which the Owner may have for termination of this contract under Paragraph 15.02 hereof entitled "Contractor Default; Owner's Right to Suspend Work and Annual Contract" or any other right which Owner may have for default or breach of contract by Contractor. Delete Paragraph 15.04 in its entirety. SC-83 RFP # 6304 - Exhibit C Page 75 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Delete Paragraph 16.01 of the General Conditions in its entirety. SC-84 In paragraph 17.01 A., insert the words "return receipt requested" after the words "certified mail" in line 6. �Y�:3. In paragraph 17.02 A., remove "such day will be omitted from the computarion" in line 6 and replace it with "then the last day of such period sl�all be the neat working day." SC-86 SC-87 SC-88 �Y�:i9 Add the following paragraph after paragraph 17.05 A.: B. Exclusive venue for any action under this Contract shall be a court of competent jurisdiction in Denton County, Texas. Add the following paragraph after paragraph 17.06: 17.07 Fixed Date Contracts A. All references and conditions for a"calendar contract" in the General Conditions shall apply for a "Fixed Date Contract." Add the following paragraph after paragraph 17.07: 17.08 No Waiver of Legal Rights A. Inspection by the Engineer; any order, measurement, quantity or certificate by the Engineer; any order by the Owner for payment of money; any payment for or acceptance of any work; or any extension of time or any possession taken by the Owner shall not operate as a waiver of any provisions of the contract or any power therein reserved to the Owner of any rights or damages therein provided. Any waiver of any breach of contract shall not be held to be a waiver of any other or subsequent breach. The Owner reserves the right to correct any error that may be discovered in any estimate that may have been paid and to adjust the same to meet the requirements of the contract documents. The Owner reserves the right to recover by process of law sums as may be sufficient to correct any error or make good any deficiency in the work resulting from such error, dishonesty or collusion by the Contractor or his agents and the Engineer or his assistants, discovered in the work after the final payment has been made. Neither final acceptance of the work, nor final payment shall relieve the Contractor of responsibility for faulty materials or workmanship, and the Contractor shall promptly remedy any defects due thereto and pay for any damage to other work resulting therefrom. Likewise, neither final acceptance nor final payment, nor partial or entire use or occupancy of the work by the Owner shall constitute acceptance of work not done in accordance with the contract documents or relieve Contractor of liability with respect to any expressed or implied warranties or responsibility for faulty materials or workmanship, whether same be patently or latently defective. Add the following paragraph after paragraph 17.08: RFP # 6304 - Exhibit C Page 76 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects 17.09 Equal Employment Opportunity A. During the performance of this contract the Contractor agrees as follows: 1. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age or national origin. The Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, sex, religion, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees or applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. Contractor shall, in all solicitations or, advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, national origin or age. 3. Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice to be provided, advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. Contractor shall include the provisions of this section in all subcontracts pertaining to the wark. 5. During the course of the work, the Contractor shall submit to the Engineer, on a monthly basis, a breakdown by minority group of all employees at the site of the wark. SC-90 Add the following paragraph after paragraph 17.09: 17.10 Loss ofAnticipated Profits A. Contractor will not be entitled to loss of anticipated profits pursuant to any claim under this Agreement. SC-91 Add the following paragraph after paragraph 17.10: 17.11 Obligation to Perform Functions A. Any failure ar neglect on the part of Owner, Engineer or inspectors to enforce provisions herein dealing with supervision, control, inspection, testing or acceptance and approval of the work shall never operate to relieve Contractor from full compliance with the contract documents nor render Owner liable to Contractor for money damages, extensions of time or increased compensation of any kind. f.Y�bJ►a All bonds must be submitted on Owner forms. Copies are attached. SC-93 RFP # 6304 - Exhibit C Page 77 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 SC-94 SC-95 SC-96 CITY OF DENTON Generai Conditions for Water and Wastewater Construction and Demolition Projects Insurance Certificate must be submitted and issued with the Owner listed as the certificate holder. The Cancellation Policy must read as follows: "Said policy shall notbe cancelled, non-renewed or materially changed without 30 days advance written notice being given to the Owner, except when the policy is being cancelled far nonpayment of premium in which case 10 days advance written notice is required." By signing the proposal sheet, the representative has read and understands all plans, specifications, general design standards involved with this project. Deleted by Intention. SUBCONTRACTORS Each respondent shall submit the names of the SubContractors and material suppliers proposed for such portions of the work as are designated in the solicitation documents, and the names of the SubContractors proposed for the principal portions of work The Respondent will be required to establish to the satisfaction of the Owner the reliability and responsibility of the proposed SubContractor to furnish and perform such portions of this work Prior to the award of the contract, the Owner will notify the Respondent in writing if the Owner has a reasonable objection to any SubContractor on the list. If the Owner objects to any SubContractor on the list in writing, the Respondent may, at its option, withdraw its proposal without forfeiture of bid security, notwithstanding anything to the contrary herein. The Respondent may submit an acceptable substitute without a change in the proposed price. SubContractors and other persons and organizations proposed by the Respondents and accepted by the Owner must be used on the wark for which they were proposed and accepted and shall not be changed except with the written approval of the Owner. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions END OF SECTION RFP # 6304 - Exhibit C Page 78 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 EXHIBIT D PAYMENT AND PERFORMANCE BOND REQUIREMENTS Contractor will be required to furnish original performance and payment bonds for one hundred (100%) percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. The City, at its option, may waive the payment and performance bond requirements for projects of less than $50,000. Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 EXHIBIT E INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposaL If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a$500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a$1,000,000.00 aggregate. [] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a"blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a proj ect, for the duration of the proj ect. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the proj ect and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. L The contractor shall contractually require each person with whom it contracts to provide services on aproject, to: l. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the proj ect; and Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) -(7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit F Certif'icate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be repuired to furnish an ori�inal notarized Certif'icate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: l. Log onto the State Ethics Commission Website at : l�tt�s://www.ethies.state.tx.us/wl�atsnew/elf info_forml295.1�tm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to �urel�asin�(a�,,citvofdenton.eom with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 EXHIBIT G CONTRACTORS PROPOSAL Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G Gf/i/son ContrActor Ser�ices, GGC 3985 /f'lingo R�/ l�enton, Te.YAs 76208 �9;�0� 2;�3-117;� RFP 6304 SUBMISSION COVER SHEET Denton Municipal Electric Waterline Improvements Phase I for Denton Energy Center WILSON CONTRACTOR SERVICES, LLC 3985 Mingo Rd. DENTON,TEXAS A.A. Martinez, VP (940) 243-1174 PH (940) 898-1175 Fax WilsonContractorServices.Com Tony@WilsonContractorServices.Com Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G RFP 6304 Pricing Sheet for Water Line Improvements - Phase 1 DME Denton Energy Center (WITH ALTERNATE) Wiison Contractor Services Proposer's Name Principal Place of Business Denton, Texas SECTION I- Project: Furnish all supervision,labor, material, supplies, tools, equipment and transportation to complete: Item Type of Service Requested Quantity Unit Unit Price Extended Price BASE PROPOSAL GENERAL 1 Mobilization/ Demobilization 1 LS $ 4,350.00 $ 4,350.00 2 Payment and Performance Bonds 1 LS $ 11,000.00 $ 11,000.00 3 General Site Preparation 1 LS $ 6,000.00 $ 6,000.00 4 Traffic Control, Barricades,Barriers, and 1 LS $ 2,000.00 $ 2,000.00 Warning Signs 5 Temporary Erosion Control 1 LS $ 8,700.00 $ 8,700.00 WATER 6 12" C900 DR 14 PVC Water 3281 LF $ 47.15 $ 154,699.15 7 12" R.J.D.L Water Carrier Pipe 424 LF $ 76.00 $ 32,224.00 8 16" C151 DIP CL 52 9 LF $ 325.00 $ 2,925.00 A1 16" C151 DIP CL 52 (ALTERNATE) 1505 LF $ 113.60 $ 170,968.00 10 24" Steel Casing By Open Trench 420 LF $ 140.00 $ 58,800.00 11 12" Gate Valve 7 EA $ 2,350.00 $ 16,450.00 A2 16" Gate Valve (ALTERNATE) 2 EA $ 12,450.00 $ 24,900.00 13 Fire Hydrant Assembly 8 EA $ 3,800.00 $ 30,400.00 14 Connection to Existing Water Line 1 EA $ 1,500.00 $ 1,500.00 Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G Item Type of Service Requested Quantity Unit Unit Price Extended Price 15 Trench Safety 5219 16 Rock Excavation 700 TOTAL WITH ALTERNATE LF $ 1.00 $ 5,219.00 CY $ 0.50 $ 350.00 $ 530,485.15 PRICES SHALL INCLUDE DELIVERY, FOB DESTINATION SECTION II - Houriy Rates for Additionai Services [tem Type of Service or Equipment Unit Quantity 17 Track Excavator Hour 1 18 Rubber Tire Front End Loader Hour 1 19 Rubber Tire Backhoe Hour 1 20 Compactor Hour 1 21 Bobcat Skid Steer Hour 1 22 12 YD Tandem Dump Hour 1 SECTION III - Delivery Total working days (Monday - Friday/Saturday) after 20 Notice to Proceed is issued by City for project start: o a wor ing ays on ay - ri ay a ur ay a er Notice to Proceed is issued by City for substantial 21 completion: Totai Evaluated Days to Compiete Contract 6304 Unit Price Extended Price $ 312.50 $ 312.50 $ 237.50 $ 237.50 $ 212.50 $ 212.50 $ 212.50 $ 212.50 $ 162.50 $ 162.50 $ 212.50 $ 212.50 20 30 50 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G �'��BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award. • Firm's Legal Name: Wilson Contractor Services, LLC • Address: 3985 Mingo Rd. Denton, Texas 76208 • Agent Authorized to sign contract (Name): Anthony Martinez • Agent's email address: Tony@WilsonContractorServices.Com 2. Subsidiary oi N/A 3. Organization Class (cir : ,��,�a,a � Partnership Corporation � Individual Association 4. Tax Payer ID#: °��°,�°��`��^�^�u� 75-2940532 5. Date Established: June 12, 2001 6. Historica]ly Underutilized Business: Yes o No �.�.�.� 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? Yes-City of Denton 8. Please provide a detailed listing of a]1 products and/or services that your company provides. Water, WasteWater, Storm Sewer System Installation. WW Lift Station Construction, Auger Boring Steel Encasement for Utility Crossings Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if a�ailable. Include lawsuits where Owner was involved. (Notice: Failure to disclose this information during proposal submission, and later discovered, may result in contract termination at the Owner's option.) No lO.Ha�e you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G 11.Ha�e you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). � 12.Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? http://www.osha.gov/pls/oshaweb/owasrch.search form?p_doc type=STANDARDS&p toc_level =1 &p_keyvalue=1926 Yes 13.Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and �hone number of: a. Responding firms principle place of business: Denton, Texas b. Company's majority owner principle place of business: Denton, Texas c. Ultimate Parent Company's principle place of business: Denton, Texas Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G 14. Provide details to sunnort the evaluation criteria, includin� exnerience and deliverv. Please Review Attached Reference Document 15.Provide details on how iirm meets the minimum pualif'ications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign below and return form with final submission. Wilson Contractor Services, LLC (WCS) ascertains the following: 1. WCS has at a minimum Three (3) years experience providing similar services. 2. WCS provides the following references from governmental entities: City of Southlake Alex Ayala P.E. (817) 748-8274 City of Grapevine John D. Robertson, P.E. (817) 410-3136 City of Sachse Greg Peters, P.E. (469) 429-4792 3. WCS is Registered in the State of Texas under filing #07091133-22 as of June 12, 2001 I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. `� . �� _"' Signature t Contract 6304 Wilson Contractor Services. LLC Company 01/11/2017 Date DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G UBMISSION EXCEPTIONS/CLARIFICATIONS Anv exceptions or clarifications taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions or clarifications, please sign where indicated at the bottom of the page. Item # Description Section II Hourly Rates for Additional Services are Priced for a 4 hour minimum. The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. ''� Wilson Contractor Services, LLC 01/11/2017 `� �% �- ��"'`� Signature � Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G � SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to award of City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a respondent prior to awarding City contracts. The definition and criteria for determining the safety record of a respondent for this consideration shall be: The City of Denton shali consider the safety record of the respondent in determining the responsibility thereof. The City may consider any incidence invoiving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmentai, mechanicai, operationai, supervision or any other cause or factor. Specificaliy, the City may consider, among other things: a. Complaints to, or �nal orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the respondent for violations of OSHA regulations within the past three (3) years. b. Citations (as de�ned below) from an Environmental Protection Agency (as de�ned below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCE�, the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, �nal orders, and judicial final judgments. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the respondent and his or her ability to perform the services or goods required by the solicitation documents in a safe environment, both for the workers and other employees of respondent and the citizens of the City of Denton. In order to obtain proper information from respondents so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that respondents answer the following three (3) questions and submit them with their submissions: Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G QUESTION ONE Has the respondent, or the �rm, corporation, partnership, or institution represented by the respondnet, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO If the respondent has indicated YES for question number one above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, �nal disposition of offense, if any, and penalty assessed. QUESTION TWO Has the respondent, or the �rm, corporation, partnership, or institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past �ve years? Citations include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, �nal orders, and judicial �nal judgments. YES NO If the respondent has indicated YES for question number two above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. QUESTION THREE Has the respondent, or the firm, corporation, partnership, or institution represented by respondent, or anyone acting for such �rm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES NO If the respondent has indicated YES for question number three above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G ��li ��►� �i��►�l: ��►� �. ' • - v Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: City of Southlake Texas LOCATION: FM 1938 City of Southlake CONTACT PERSON AND TITLE: Alex Ayala, P.E. City Engineer TELEPHONE NUMBER: $17-748-8274 SCOPE OF WORK: Water and Wastewater System Relocation for TXDOT widening CONTRACT PERIOD: Completed 05/2015 REFERENCE TWO GOVERNMENT/COMPANY NAME: City of Grapevine Texas LOCATION: SH 121 Utility Relocation CONTACT PERSON AND TITLE: John Robertson, P.E. City Engineer TELEPHONE NUMBER: $17-410-3136 SCOPE OF WORK: 12", 8", 6" Water and WasteWater & Force Main Relocation CONTRACT PERIOD: Completed 05/2015 REFERENCE THREE GOVERNMENT/COMPANY NAME: City of Sachse LOCATION: Merritt Rd. CONTACT PERSON AND TITLE: Gregory Peters, P.E. City Engineer TELEPHONE NUMBER: 469-429-4792 SCOPE OF WORK: 30" Gravity Sewer 16" Force Main, Lift Station Rehab CONTRACT PERIOD: Completed 06/2014 Contract 6304 DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G ��A��'��CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other nerson doin� business with local �overnmental e FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. � Name of vendor who has a business relationship with local governmental entity. ❑ Check this box if you are filing an update to a previously �iled questionnaire. (The law requires thaY you file an updated completed questionnaire with the appropriate filing authority not later than the 7 rh business day after the date on which vou became aware thaY the orieinallv filed auestionnaire was incomrolete or inaccurate.l Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C& D), must be completed for each o�cer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Goveinment Code. Attach additional pages to this Form CIQ as necessaiy. A. Is the local goveinment o�cer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? � Yes � No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local goveinment o�cer named in this section AND the taxable income is not received from the local goveinmental entity? � Yes � No C. Is the filer of this questionnaire employed by a crnporation or other business entity with respect to which the local goveinment o�cer seives as an officer or director, or holds an ownership of one percent or more? � Yes � No D. Describe each employment or business and family relationship with the local goveinment o� cer named in this section. I have no Conflict of Interest to disclose. �� '"'R'�� 3'' � Signature of t�endoi doing Uusiness �th the goveinmental entity Contract 6304 01/11/2017 Date DocuSign Envelope ID: 729EOC33-CFFE-4596-AEDB-63F3ECDA6784 Exhibit G C�ty of I�ealt�» Tt�f' far C�ac�stru�tia�� c�f �EC VJaterlir3e I�n�rav�:ir,ea�ts, �'17ase 1 ► i'.►, y� ;�; �� 1 1 '�'he undersi�ned agrec;s tllis submission beca�nes tlle �rcr�crty saf [f�� City of D��itel� �ft�r tt�Ge afficiai o}�ei-�izz�. Tlae undersi�ned �ffir�ns he has far��iliarize� him�elf with t��e s��cificatias�, dra�;a��gs, exhibr�s aa��i ocl��r �Icac.ui77LG�4,; �i�4 I��al c�n�itioits u��d�r vrhic�� tl�e �,vark is ta �e �erficrn��ed; satisfi�d hir�s�i#' af the cc��Yr�itiai3s �1` ci�;ii v�c;ry, h�r�dli:z�� t�r:�; st�rage erf materials �sld equi�ment; an�i all c�tl�� r,a2ters tlaat utill bu r��uie�ed f�ar tl:�e jva�F� be�o�4c su�a�f,ittin� a r��u;;y". Sn subrrzitiin� a re�po�se Tlas �tr�d�r�i�ned furtl�et• ugzder�tand� tt��t tl7e ��rk required is to }��-a��cle ccal��tr�cti€�� c�1'tl;u �ro�ect that functior�s a� descrr�ed in t}�e s�ecifica�i��. T'i�� uncle�`si�;taed understat�ds tE�at a}1 rec�uir�;�nciFtti ��' �h� constructisn may ��at be €�es�rib�d i�� vesy detail an�i a�rce;s tc� ��a�c�vidc: tak�oi-, tc��is, s��at�t•;al a�� c��ii��r�c i�t n�c�:�s�z�;� tc� c�inpl�tc all ��ns[ru�tion ta tn�k� t11e }ar�jec4 tic��ctio��al as clr�sca-ibc,c� i�� tite spccifiLat�as� a��d d�-aw�in�s l;�ctQr� �ti�:��itt,;�� a r�sponse. The undersi�;rte�i a�r��s, if t}�is �:ubini��on is �cceptes�, to ft�rnisll a��y ar�d �II ��i��r��ice, E�g��n tis-:;�cl� ��-r;;�;5 �zi-� cafferer�, at th� pa-ace(s} ar�d u�ora t�7e tenr,s and c�arrditic�ns ccrntain�d in t[ze s�aecif��ati�n. T[ae }�ciit�c� f��t• a�cc ptartv�: ��' tl�is sub�ission �ril� l�e 12C� c�le�,dar day� ut�les� a diff�i-e��t �e�-iad �s ��ted.. i'h� u��der:si�ned affirms Ei�at tl�ey arc duly autlloi°ized t€� ex�cute Cl�is cant�`act, t1�ak tl�is subi:ais:;rc��1 ;�a�; �tic�t b��E� }�3�e,�a:��G in cal�usi�n witll any c�ther re�p�indent, nor any em}�ioyee �f the C'i�y of l��i�to4�, and tl2��t tl�� c�nt�nts of t1��4 �ub��isstc�tl G�arre ncY been co��unicated tc� any atla�r �•e�p4tis�eilt ai-tc� ar-�y em�lc�yee c�i`tlie City t�f I�c:ntan p�rior tc� :1�t ac�e�at�.:ce c�� tlti� s�abmyssion. [��esp�nde�t �lereby �ssi�;ms t� tt�� C'�ty any and a�l clairns ft�r ovei-cllar�e� associate� v�riii� tlai4 cc��tr�ct �vll�cl; a�°i;e, u«sLr the antitrust lar�rs of ��e Ui�it�d ��at�s, t S US�A Sectic�n i�t�s�c�., anc� iul�icl-s aris� under th� antit�-u�t la�vs c�f tlze St��u �i' '�"exas, Tex, B�s� &�om� �od�, Sectioil l�.Q�l, et s�a. �'h� undersigned �f�nn� �hat they have read aald do u��d�rst�nd t4�� sp�ci�eations, a.Il 4xl�ioit:; at�c3 �ttt�ch»��t� co�7taince� in tl�is s€�licita[i�n }�acka�;e. The u��dersign�d a�r��s that t�i� salicitatio�� aacl�a�� o�tcd oi� tl�e wrel�site are tl�e �fif�:��t S�e�i:ic�tcc�za� ar�� l�G�ii �,uw a�t�r th� el�Gt�canic c�py af tl�e ��eci�i��tio�ts a��c1/Ua- prici�� $l�ec;t {�xlai�st 1�, �,�Fstho�st cCearly ide�-�[i#�rin� cilan�e5. Thc undersagneti ui�d�rstands th�y wr�l k�e d-�spc�nsi�I�: f�r mc��itara�� t��e Cit�r c�f I?�;r7t4$� ��i�-c1��t�ia1�; 1i'c;bsi,e at: r�tt�.;/fvru��,�_c�tvafd�i�tor� �oz?�lisl�iex a�;�.°�°.#�7`�e_ �97 la cra�ure tlle}r t�av�, dc�wi��t;e�l aa�d �i��cl a�l addet�du�n(aj r�r�uir�d %�i- submis�ian «ith th�sr r�s}�o�z�e. I cer�ify tl�at � have �t�atie no r�rillful misrepr€;s�x�tatic�n� i» tia:is subir�is�;ioi�, i��' 1�ati�� I witt�l��ld ir�f'orit��c�c�� ;r� ;r��,� state��ents �a�d az�sw�rs t�s �uestiot�s. T anl awai'� t��at tl�� inigt-��ration �iv�n �y,�s� i�� i1�is �uk�tni�sioz� ��il1 b4 �i�, �,t,<<at�c:'., with my fult ��c;rmissat�n, and t11at ai�y tnisrepi-�sesitatiQa7s c�r oi�zissiaz�s t�aa�F ca��u tY�y sul�r�7is�i�i� �u t��; re}�,et�d. Ackt�owlcd�e r�cei�t c�f follawin� addenda ta tile ss�licitation: r�,�c�enc��ml�T� 1 D�te� ��%�212�116 Add�nduml�f�s2l�ated � {�1/C151�d17 Acide�dum Na 3 I�ated 1�Al�i� ANC3 A�1�T��SS (��' C�1W1�`A.:"'Zi'� Wiison C�ntract�r Services, �.L� 398� �€�ng� R� �e�t�n, i��xas �'6��78 Tel, Nc�. �'4Q-2:43-19 74 �i�ai1. T�ny�Wi�s�nCantr�ctar��rvice�.�o� RFF 63�4 _ Niain Ltocusnent Contract 6304 � €�ec�:i r�cd ��ceived �'` _ __ �..- Ft�ceived €�,L1THC)it�ZE� N�P �k:�d`k r�i i�"`�.. -�.� , � , ��,� , . �� ,. 5r�lature � _ o � �,,f�-�-��- I7ate t7�I�112��317 �'�� ,��m��; A.A. M�rtinez T�tle il��e-F�resident F�r ?�t�. I'au;G, 23 of?"a Certificate Of Completion Envelope Id: 729EOC33CFFE4596AEDB63F3ECDA6784 Subject: City Council Docusign Item - 6304 Source Envelope: Document Pages: 106 Signatures: 4 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 1 /25/2017 4:41:54 P M Signer Events Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Anthony Martinez to n y@wi I so n co n tracto rse rv i ces . co m Vice President Anthony Martinez Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 1/26/2017 9:33:12 AM ID:295e68be-bca9-44a4-8620-cca19f41e75b John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Karen E. Smith karen.smith@cityofdenton.com Signature Using IPAddress: 129.120.6.150 �oo��s�yoea ny: ��. �� ESC28EFE8A1C434... Using IPAddress: 71.123.233.98 DocuSigned by: ,�D�t, �I�t6�l.f C829996C2A28439... Using IPAddress: 129.120.6.150 Using IPAddress: 129.120.6.150 Status: Completed Envelope Originator: Karen E. Smith karen.smith@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 1/25/20174:46:46 PM Viewed: 1/25/20174:47:03 PM Signed: 1/25/20174:48:05 PM Sent: 1/25/20174:48:07 PM Viewed: 1/26/2017 9:33:12 AM Signed: 1/26/2017 9:53:56 AM Sent: 1/26/2017 9:53:59 AM Resent: 1 /31 /2017 11:48:47 AM Viewed: 1/26/201 7 1 1:21:26 AM Signed: 1/31/2017 11:49:36 AM Sent: 1 /31 /2017 11:49:38 AM Viewed: 1/31/2017 1:10:45 PM Signed: 2/8/2017 4:50:04 PM � , � ��a Signer Events Signature Todd Hileman -o S9 °bY: todd.hileman@cityofdenton.com � °�� 'a'U' Securit Level: Email Account Authentication �B��sc�„enoonsn . Y � (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 6:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Using IPAddress: 71.170.47.194 CDocuSignetl by: Un.�n.lFt,lr �A�.tt,Y'S CSBFAFC1821946D... Using IPAddress: 129.120.6.150 Signature Status Status Status Status Status Timestamp Sent: 2/8/2017 4:50:08 PM Viewed: 2/8/2017 6:59:32 PM Signed: 2/8/2017 7:00:07 PM Sent: 2/8/2017 7:00:10 PM Viewed: 2/9/2017 11:46:33 AM Signed: 2/9/2017 11:46:54 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 1/26/2017 9:53:58 AM Sent: 1/26/2017 9:53:58 AM Viewed: 1/26/2017 9:56:21 AM Sent: 2/8/2017 4:50:07 PM Viewed: 2/9/2017 10:31:56 AM Robin Fox Sent: 2/8/2017 4:50:07 PM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer. bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Chris Lutrick chris.lutrick@cityofdenton.com EngineerlV City of Denton (DME) Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed � � �" Status Hashed/Encrypted Security Checked Security Checked Security Checked Sent: 2/9/2017 11:46:57 AM Viewed: 2/20/2017 9:15:42 AM 6 -Yaifif�]F�7f��iyilfilC[:iF�11�U1 Sent: 2/9/2017 11:46:59 AM Viewed: 2/9/2017 11:55:33 AM Timestamp Timestamps 2/9/2017 11:46:59 AM 2/9/2017 11:46:59 AM 2/9/2017 11:46:59 AM 2/9/2017 11:46:59 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 9:25:38 AM Parties agreed to: Anthony Martinez, Todd Hileman, Robin Fox ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIl'T OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. I � �1:7 ��:�►' T��Cl� � ��11�►M �� • �. � t i 1 � . �. � ��f � � � �� . � � r .�� . � r' � �. • �r • a . + 1 . • . �' . i ' � y ' " � ! ., . .; - � . . � ,; � �� 1 � . . � 1,'�� . ! ' � - u � w �� • � � , . � • � � � � l ` . •� � • - � � �' s. �� M,� � �. . • � � ' ' -► � � f - •i � ,; ,': i � ,: 1 ', � � ! ,.., � �: R #�� ► f�� R �,; � - � .; ! ,.� ! f. a �,: - ! ..,.... w • �� . l.;. �:i ,;. ! ..:! . . � !' � � f 1 ! ; i f � ' i 1 �; • !, # • r � . ! � � l��. � : � c � ,,,. 4 ' # .. �: ,,... l � i ..� � `i� i; i � � } i�� ►� � � �.�� " f A!( � '� -.. � � . . 1 � .. iR S .: R Ii f �' i� �.;. � �.. r .. ! ,.: 1 1 . ` � . ! • ..., � 1 � � ' � � � :� " ' •. ..; . � . �, ... ` ,�. . �:� ' � ;. .,: � �:.... � � � ' f - � : �1 ' ! s i � r �i �' 1 � ; �' + 1; i ,. � � ,,: � li. � # # .., ' . ,,. � ! f " : �� i! l; �;` � '� # �, w; '�, ! � .. ;� ' ' �;; � ,:4 .,.; 1 � ;�. e � � R ...;� 1 .,..` i !. 1 ;: ' � ;�.. 1 � �.....- i 4 ;: ,. �.'. * 1 � � - ..�.. � - f. y- � i � •: .'' � � � � ♦ • . a � s>; � . a. # „�� r i ii ,:1 j.. ! ' .. ! �,: 1� ,..., � ' ' �,., 4 � 3 * ` i ;:�� . f�:�� ► .!. ....�;;: l'[tOVIDED HU[t'1'HE[t, that if �ny leg�l �ction be filed upon this Bond, exclusive venue shall lie in Denton County, State of'1'exas. /\NU PROVIUED �'Ult7'HE[t, that the said Surety, for v�lue received, hereby stipul�tes and agrees that no ch�nge, extension of time, �lteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the 1'lans, Specific�tions, Dr��vings, etc., �ccomp�nying the s�me, shall in �ny�vise affect its oblig�tion on this Bond, �nd it does hereby �vaive 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 I'lans, Specifications, Urawings, etc. 'I'his Bond is given pursu�ant to the provisions of Chapter 2253 of the '1'ex�s Government Code, �s �mended, �nd �ny other applicable st�tutes of the State of'I'exas. '1'he undersigned and designated �gent is hereby designated by the Surety herein as the [tesident ngent in Denton County to whom any reyuisite notices m�y be delivered and on �vhom service of process m�y be had in matters arising out of such suretyship, �s provided by �lrticle 7.19-I of the lnsurance Code, Vernon's nnnot�ted Civil St�tutes of the St�te of'1'exas. IN Wl'I'NESS WHE[tEOF, this instrument is executed in two copies, each one of tivhiir.h� shall be deemed an original, this the i1'1"I'ES"1': day of �x. _._• � ,�� ' r` ---- BY. � .{"�°'�.� _ �-��!, ��=��.�'I'd�� (�, � r�� o n'1'7'ES'1'; ( � BY. � � , _..; ..... � � ..._...... ......_. _ ll�d�ii. StF1�(�Ci, �'�3tFi{:S'.�'� P[ZINCII'AL j� g� (� �� c°�r ��t' ��. �.��~ �--._,.._..�. � B Y • (_�.� � I'[tESlUEN7' � SURE'I'Y U,.�, ;��i��lt�° Insurance �� ,�` � � � _ A _. , _4 � � �� y � � � � , U ]`T� �•,r`=,�,� ..""`. 'r ......-L�... '� fi� ��f � � � ��r�— - . t_,......„ ..... .........��........,,�..._..,.. �� ,�GI'�il�E.��' i 1SCS31 ! ..,:�`I`"E`C E��L�Y-IN-I=/�C'1" 1'he ltesident Agent of the Surety for delivery of notice and service of the process is; NAME: Steven W. Lewis, PCL Contract Bonding Agenc�� 5��Zii.�� nI�I�RESS: 8615 N. FreeportParkway,Suite I55, Irvinb,'TX 75063 (NOTE: Date uf Perfur»rance Bund must be �late uf Cuntracs. !f Resi�lenP Agenl is nul a curpuratiun, give n persa�'s name.) Contract 6304 -Bonds ' � : � 1� ! C��I�1�iI��L�T��3�i��Tl ��3�1 � �� ' ,� �,�� . - m .., , , � ' .a4 ��i�. . . r .......�. �- ! •. � �� : • ,, •i . � �. - � i .. . !.: M ! � �: '. ' . ' ��. . . ' ':' w l��. , � • 1 �.w w ' i ..., . �T �A ♦ 'S ' ,;.� ' * i.1' . - i ". ! "�' �_.. � ,,,.. # � �,.,� ! . ,,! " � ! � � '� , 1 ,; � . : � i ' � ..,... ♦ .. � ' � . ! � • � 1t { ! 1 " ! " * ' i 1 � � 4 . I! # ' � i � : � "� �� ` , .:-� ! 1' i. � � f..;.. �rt f,.,.. . � II" . � � _ �.� � .. _.�� _ M ...,.: . 1 ';. � � .,,. i e -# n � !� " ! _ � � ♦ � 7 �...! � ....., .. r • _ ..:i # � l + �' ♦ ',. y !', 1 . �,i ' ... . • .' / " ! ! ,� • � . ' 7 � � i�. i 7 ''� - !. _ _ �; ., � ' 1 ! � ..� � ! !.. � ,.,.. � � � ! ,.,... ! ` �.: � u ' ' 1 i t � . � ' 1 � ' . •., f ' '; . i ! �' � � , , .; i 1 4 -� . 1 ' ' �� . . .;:. f .; � .,... - �.: � * ,... • .,. � `- i: � - ....; 1 . � �.....'# ! �:.�� ... � ,...� .. ,:� � • R ',R l. ' ' ,r f • * * *,.. ' e ,,,. \:,,. . �, � • " �" i L� �� t � l� . i •� .r� � i •; � � � • � �.� � . � � �. . ;. � � � i i: � � , ` r .+� �� '�' � - � �� -�, �� , �- �,��,: � - ' E ' ► �- -� � �; � . - • � a � i' ' „ - ;. � � * . - - . . � � . ;�� - - 4 �� .�.� � � �� ,:� � .- �� -s �- - .;�- ��' � , , . �� -� . i� � . ! � � l� i! !, �'; /; � ;� � �; a#1 ! i �; . � � - f; �- �- -� - �' . i € + �: 1 ,...... f � � i � '1'his Bond is given pursuant to the provisions of Chapter 2253 of the 'I'exas Government Code, as amended, and any other applicable statutes of the State of'I'exas. '1'he undersigned and designated agent is hereby designated by the Surety herein as the Itesident /�gent in Uenton County to �vhom any reyuisite notices may be delivered and on �vhom service of process may be had in matters arising out of such s�drety, as provided by Article 7.19-1 of the [nsurance Code, Vernon's Annotated Civil Statutes of the State of 'I'exas. IN W['1'NESS WHE[tEOF, this instrument is executed in t�vo copies, each one of �vhich shall be deemed an original, this the __ day of =_. n"I"I'ES"1': f �. BY : ��. ��f /� �:�'�-''� ; �� :�E�°'k�t�'i��Cf.• �� .`�.�.�� A'1"1'ES'[': BY : ,.�! . mm �- ��i��, ,.�^� _ Li�ida Stalder, W itness t'ItINCII'nL � � �"�� ' � � � � �- �� . BY: �' �� .l Y.. I'ItESIUEN'1' SUItE'I'Y wr.. , �, a U��, ��.�ftlt��aa��mr��nce Cc�r��"i��y-� .� � � . +�,�—__.... �� r �,�', � BY': �� :�� r°'c:��_ �q, l�rs �I`cr��kti t��t� � "�"�[N-F��iC"I' 'I'he Resident Agent of the Surety for delivery of notice and service of the process is. j\(/�M�;: Ster•en W. Lewis, PCL Contract Bondinb Abency S�1�jZ��.�I� /�DDRESS: $615 N. Freaport Parkway, Suite I55, Irving, T;C 75063 (n%OTE: Date of Paymenl l3o►rd must be da�e of Conl��act. lf Reside�lt Agent is ►:ot a cor�o�•atiai, give a persun's irame.) Contract 6304 -Bonds 0 � . . 1 �� TEXAS COMPLAINT NOTICE I PO TANT NOTICE AVISO I PO TANTE � rr, r • � ,. � � , • � �. � -� � i �- • � • • � • r . :I1 :� ��': • � • r .. .1 � - • . - ,11, � . ,. . . ��;, • � !-�, w r r� . • , � � � �. , • - ,+- .' • • � . 6. You may write to the Texas Department of Insurance at: Consumer Protectron (111-1A) P.O. Box 149091 Austin, TX 7$714-9091 Fax No. (512} 490=1007 Web: I�it. �:t r'�`w�u��,tciWi.te�.s4�.��f E-mail: C'��t�i��e�-F'rca�ectir�i��c�F�o iL,��v. . � . , �, • � � • �. • .r� s � '� � .•- • s �. - � � � i � • -� � . r �•�. � . 1 1 1 ' '� . . , s . . . r - ,, , �• � . �.; � � � • � •� �• • , rr - . � . �. �, [ ,- I' -w-��• �a -� s -�- � �- � + + �- • •, �, • • ,r �. • � :II �:� ��'; -� . � -.- ►, • �. .� " + - r. - .11 • �• •11' . .�- � • l-�. � �- -+ r �- �.,��- r �; �- • �. ��- c- r • • ;II ir r. �,�;+ Puede escribir al Departamento de Seguros de Texas al: Consumer Protection (111-1A) P.O. Box 149091 Austin, TX 78714-9091 Fax No. (512) 490-1007 Web: l�tl,�� ll�v�v�v.t�i.[�,��,.�;�v E-maiL• �,�r��•�N°r�lccti��t��i,t��.��5��v�. � , � � � � � � . � .� . � • .a. . �-�- . , • .*- - . � �. � � � + + � •w- - • • • ' w-�. � �' 1 `! .• .. �. !..• .•- . ., • � � < • � t, � • � -' �• � .�' r P WE F ATT EY AMERICAN CONTRACTORS INDEMNiTY COMPANY TEXAS SONDING COMPANY UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY KNCW ALL MEN BY THESE PRESENTS: That Ainerican Contractors Indemnity Company, a California corporation, Texas Bonding Coinpany, an assumed naine of American Contractors Indemnity Company, United States Surety Company, a M aryland corporation and U,S. Specialty Insurance Gompany, a Texas corporation (collectively, the "Companies"), do by tllese presents make, constitute and lppoint: Clem F. Lesch, Eric Lesch, Mclissa Lesch, Steven Lewis, Jennifer Picchi or Linda Stalder its tnie and lawfiilAttorney(s}-in-fact, each in th�ir separate capacity if more than ane is uamect above, with fiill power and authority hereby conferred in its name, place and stead, ta execute, acknowledge and deliver any and �11 bonds, rec:ognizances, undert�kings oa� mther ierstruments ar contracts ot' suretysh6p to Bnclude riders, am�ndtner�ts, �erd consents of surety, pro�fding the bond penalty does not exceed �*�'*��*��'��`��`��l"�� i�i�aa��'��"'��'�'��** otlars (� ��t��1�16��i�(J�.�"li��. This Power of Attarney shall expire without fui°ther actian on Noveinber 3, 2014. This Power af Attorney is granted under and by autharity of the following resalutions adopted by the Boards of Directors of the Campanies: Be'rr Resah�ed, that the !'t��titdent, any Vice-PresicS�ztiq, any Assp�;ttt�rt' Vice-Pres��l�sis, eny 5e�;��ct�n¢`y or any Assistant Secat€a�3�� shall be and is tr��e�� vested wif�� !'t�ll power and autFi�riry to ap��ts��i any one or nnore sttitn$tl� [�ersons ;s;� ��ptorney(s)-igq•I �s(s.t to rept't�ti�si9 MNnd act far anci oit bels;uitl �rf the Company �u�s�r;�� to the follsitwirsg provisions: Artorneyan-Fner nray be given full power and authority for and in fhe name of and on behalf of the Company, to execute, acknawledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and o[her conditional or obligatory undertakings, including any and all consents for the release of retained peE��.��tlges ;��i��yrr final estin�ta��s on en��it��+�ing and eonshu�tg4s�� ,o7t�'aets, and any 9wtt$ afl notices and c�u��unents eanceling or Cermi��aa9�ng the Company's liabi6ry tlie:tc�sreder, ca�j�i aatv such insh°ur4tents so ��u�ct�Ced by any such „itts�s�ia;y�-�i7-Pact shalf be f�y��ding upon the C4ta��any as if signed by the Pr�wisl'ent and sealed and ef£ected hy the Corparate Seeretary. Be rt Reso(ved, that thc signature of any authorizcd ofiicer c�ncl`seal of the Coi�tpany heretofore or hereafter affixcd to any pawer of attorney �r uny certificafe relating thereto by facsimile, and any power o4� attorney ar certificate bearing facs�mile signatttre or facsicnile seal shall be valid and binding upon [he Company with respect to any bond or undcitaking to which it is attached. [N WITNESS WI-IEREOF, The Companies have caused this instrument to be signed aiid their corporate seals to be hereto affixed, this ! st day of November, 2016. AMERICAN CONTRACTORS INUEMNCf'Y COMPANY TEXAS BONDING CQNIPANY COYjloCat2 Se3lS UNITED STATES SURI'TY COMPANY U.S. SPECiALTY INSURANC[: COMPANY I . 9 � 1i li t � ... ��[LP�` �'S�f7r;�,� �y,�3 "�tlP/�M`p�y �tyfiYLi I �+' S 4 �r.P; , y Y : �..�. .. s., �i�, s �,P.: '�i � �, � � �. � �'� � C : .' �S �1 i � ' � � �' � .....�,�.d_. � � ,z��r� �� i� � �, �� BY� '� -. - �� .�. �� , aM� �a,W� , � s ,� � � � , �'� � � -� Daniel P. Aguila�'e��'"��'� ��1"�"*�i �'td� � '�� '� � � s ', •,. � �e, � „ �. "•i �'Atl,C�y9F3S5�` ' '�'e r ��' e�i� k ias �� L�7� �fG� �qrie�noll�Ila� rs ... i[.1,pLLu� � in athyir!.5 ..... _.-.-.-.-.- f1 notary public or ather caf'ficer campletiitg this certificateverifies only the identity of the individual wha signed the titi�ct�x��tt to which this certificate is attached, and not the [ruthfulness, accuracy, or validity of that document. -- _ ._ State af Califarnia Caunty af Los Angeles SS: On this fst day of November, 2016, before me, Sabina Morgenstein, a notary public, personalCy �ppeared Dan P. Aguilar, Vice t'resident of Americ�n Coe�srrEutors In�;i�gt��ity Cam��rsv, Texas Bondsqrg; (v;��rk�ttny, United States Surely Company and U.S. Spccialty lnsucatszt:� Company who �r€eved to me on tl7e �.�i�:�rs af salisl�se°tory evic9t.�ia�f: ta be the per��awt ��ti�s{s n�me is subscribed ta the within instrument and acl<nowted�,�;� t� me tliat he exec�`t+:�ii the same in his authorized capacity; und that by his signature an tlte instrument the person, or the entity upon beha(f of whicl� the person acted, executed the instrument. t certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing parlgraph is true and carrect. WITNES� my hand and officiai seal, e,�-�� , SABINA MORGENSTEIN � � , Commission a 2129259 Signature � (Seal} �+� �� Notary Public - Calilornli �-��n.�w.�..� � �......__ ..T�. _. � Los �npeles County ,��'� MY C�rnm. ��4�+��_Nov 3, 2�1�� I, Kio Lo, Assistant Secretary of American Contracfars 7ndemnity Company, : exas i3andi.^.g i:am.pat;v, United States 5urety Campany ar�d U.S. Specialty Fnsurance Company, do hereby certify that the above and foregoir.g is a rnie and carrecP ccpy of a Pawer of Attorney, executed by said Companies, which is still in futl farce and effect; furthertnare, the resalutic,ns nf the Hnards of Direase?rs, set out in the Power af Attorney are in fu}f force and effect. In Witness Whereaf, I have hereunto set iny hand and affixed the c�als of sa:d Cainpanies af Los Angeles, Californra this day of , , �, , � „ CorporaYe �eals ��r,,,� ��'�,�'� �� ,� � , ��a�'� ��e� �. � �,��'� ��` �. � � �';� �` -�«`'s � ° � � � � _ �: �'� sud` _�.} �r� �-Cr .�� _ �+ �y� � ' C �tJi1Cl �O. � �� U J �� '"ccaaonnr€o �� ' ` ! �= x. ```' y^r� '� � a 7�' € KIO LO� Ef►SS1St`dllt �CCYCt`dPy „,„ m� aerr as eea �� r, .$ �V s �„ q r' $'� G n" � ,� # „� � +P i �= � b AganCy No, 17081 �'�cts�n�i" �F? ,. � ��. �ur� c�€, ��' ' y rx — —�.m�_ .._., ��v� „*��ti�, ,h � ` ��n a;r� ��., � ,. �� ,�+�" �=a�� " �