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22-2282ORDINANCENO. 22-2282 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE ACONSTRUCTION MANAGER AT RISK CONTRACT WITH MCCARTHY BUILDINGCOMPANIES, INC., FOR CONSTRUCTION PHASE SERVICES FOR SOUTHEASTDENTON PACKAGE B IMPROVEMENTS FOR THE CAPITAL PROJECTS DEPARTMENT;PROVDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING ANEFFECTIVE DATE (RFQ 7714 – AWARDED TO MCCARTHY BUILDING COMPANIES, INC., IN THE NOT-TO-EXCEED AMOUNT OF $21,582,378). WHEREAS, the City of Denton has engaged in a request for qualifications for Southeast Denton Package B Improvements for the Capital Projects Department; and WHEREAS, McCarthy Building Companies, Inc., was selected as the most qualified firm to provide construction manager at risk (“CMAR”) services for the Southeast Denton Package B Improvements, and on December 14, 2021, the City Council approved the CMAR agreement for preconstruction phase services with McCarthy Building Companies, Inc., and funded preconstruction services in the not-to-exceed amount of $174,955.00 (Ordinance 21-2686); and WHEREAS, McCarthy Building Companies, Inc., and the City, in accordance with the requirements of the CMAR agreement, solicited, received, and tabulated competitive bids and proposals for the CMAR agreement in accordance with the procedures of state laws and city ordinances, and rejected and re-solicited certain bids and proposals. The City Council ratifies and approves any such rejections and finds that the bids and proposals included in the Construction Phase Services Contract are the lowest responsible bids, provide the best value, and are in the best interest of the City; and WHEREAS, the City Council desires to establish a not-to-exceed amount of $21,582,378.00 for the construction of the Southeast Denton Package B Improvements; and WHEREAS, upon full review of all matters attendant and related thereto, the City Council is of the opinion that the City Manager, or their designee, should be authorized to execute a Construction Phase Services Contract with McCarthy Building Companies, Inc., for a Guaranteed Maximum Price that will not exceed $21,582,378.00 for the renovation of the Southeast Denton Package B Improvements; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS : SECTION 1. The recitals contained in the preamble of this ordinance are true and correct and are incorporated herewith as part of this ordinance. SECTION 2. A not-to-exceed amount of $21,582,378.00 for the construction of the Southeast Denton Package B Improvements has been established and reviewed by the City Council and found to be in the best interest of the City of Denton and its citizens, and is in all things approved. SECTION 3. The City Manager, or their designee, is authorized to execute a Construction Phase Services Contract, attached hereto and incorporated herein, to the CMAR agreement previously approved by City Council on December 14, 202 1 under Ordinance No. 21-2686, and all other necessary and related documents after the same have been reviewed and approved by the City Attorney, or their designee, with McCarthy Building Companies, Inc, for the construction of the Southeast Denton Package B Improvements with a CMAR Guaranteed Maximum Price that will not exceed $2 1,582,378.00. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. prove by this ordinance was made by i3)rfar, %cI( and seconded This ordinance was passed and approved by the following vote[J-II: Ayey/ t/ 1/ 1/ 1/ b/ b/- Nay Abstain Absent Gerard Hudspeth, Mayor:Vicki Byrd, District 1 : Brian Beck, District 2:Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase Mcgee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED thi, th, if d,y ,f bIo\rerr\kb'r , 2022.££a„. ATTEST: ROSA RIOS, CITY SECRETARY At$1111111 pd&.b APPROVED AS TO LEGAL FORM: MACK RErNWAND, CITY ATTORNEY Digitally signed by Marcella LunnDN: cn=Marcella Lunn, o, ou=City M\h n.com, c=US of Denton.. email=marcella.lunn@cityofdento Date: 2022.10.21 16:05:45 <)5'OO' I )BY, _\XP'LVatJJ\ DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 DENTON Docusign City Council Transmittal Coversheet FILE 1 7714 File Name I CMAR Construction Servlces for SED-B Purchasing Contact c '’1 p'"" City C,,„iI T„g,t D,t, ~ '“="’=- 15’ 2022 licab1 ePiggy Back Option Contract Expiration Ordinance Not App N/A 22-2282 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE91 DENTON CITY OF DENTON, TEXAS Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B) CONSTRUCTION MANAGER AT RISKCONSTRUCTION PHASE SERVICES CONTRACT NO. 7714 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 ABLE OF CONTENTS Article PAGE Article Article Article Article Article Article Article Article Article Article Article Article 1 - Definitions ........................................................................................................... 2 2 - CM@Risk’s Services and Responsibilities .......................................................... 6 3 - City’s Services and Responsibilities........................................................,......... 14 4 - Contract Time.................................................................................................... 16 5- Guaranteed Maximum Price............................................................................... 20 6 - Changes to the Contract Price and Time .......................................................... 21 7- Procedure for Payment ...................................................................................... 24 8- Claims and Disputes .......................................................................................... 27 9 – Suspension and Termination ............................................................................ 29 10 - Insurance and Bonds ...................................................................................... 31 11 - Indemnification ............................,................................................................... 35 12 – General Provisions .................................................................................,....... 36 ATrACH MENTS:EXHIBIT A SITE DESCRIPTION EXHIBIT B APPROVED GMP NO. 1 EXHIBIT B-1 PROJECT DESCRIPTION EXHIBIT B-2 TECHNICAL SPECIFICATIONS EXHIBIT B-3 CONSTRUCTION DRAWINGS EXHIBIT C GENERAL CONDITIONS DocuSign Envelope ID: 9A21 BACF-887D=12E04F13-E5E75BF8CEB+ CITY OF DENTON Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B) CONSTRUCTION MANAGER AT RISK CONSTRUCTION SERVICES GMP No. 1 Project No. 2100014 CONTRACT NO. 7714 THIS AGREEMENT, made and entered by and between City of Denton, hereinafter designated the “City”and McCarthy Building Companies, Inc, hereinafter designated the “Construction Manager at Risk” or“CM@Risk" RECITALS A.The City Manager of the City of Denton, Texas, or their designee, is authorized and empowered byprovisions of the City Charter to execute contracts for construction services. B. C. D. The City intends to construct Southeast Denton Neighborhood Area B (SED-B) as more fullydescribed in the Approved GMPs. To undertake the construction administration of said Project the City has entered into a contractwith Kimley Horn and Associates, Inc. hereinafter referred to as the “Design Professional.” The CM@Risk has represented to the City the ability to provide construction management services and to construct the Project and based on this representation the City engages the CM@Risk toprovide these services and construct the Project. E.Contract No. 7714 has been executed previously between City and CM@Risk to perform designphase services. Those services may continue during the duration of this contract. NOW THEREFORE. for and in consideration of the mutual covenants and considerations hereinafter contained, it is agreed by and between the City and the CM@Risk as follows: PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)1 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 Article 1 - Definitions “Agreement” (“Contracf’) means this written document signed by the City and CM@Risk covering theconstruction phase of the Project, and including other documents itemized and referenced in or attached to and made part of this Contract. The terms Agreement and Contract shall be used interchangeablythroughout unless specifically stated otherwise. “Approved GMP” means any GMP or GMP amendment agreed to by the parties in accordance with thisAgreement. “Chanqe Directive” means a written order prepared and signed by City, directing a change in the Work priorto agreement on an adjustment in the Contract Price and the Contract Time. “Certificate of Substantial Completion” has the meaning given such term in Subsection 4.1.5. “Change Order” means a type of contract amendment issued after execution of this Agreement or futureGMP Amendments signed by City and CM@Risk, agreeing to changes to an agreement. The Change Order will state the following: the addition, deletion, or revision in the scope of Work; the amount of the adjustmentto the Contract Price; and the extent of the adjustment to the Contract Times or other modifications toContract terms. “City (“Owner” or “OWNER”) means the City of Denton, a municipal corporation, with whom CM@Risk has entered into this Contract and for whom the services are to be provided pursuant to said Contact. Regulatoryactivities handled by the City of Denton Developmental Services, Fire and Planning Departments or any other City Department are not subject to the responsibilities of the City under this Agreement. “City’s Representative” means the person designated in Subsection 8.3.1.2. “City’s Senior Representative” means the person designated in Subsection 8.3.1.1. “CM@Risk” means the firm selected by the City to provide construction services as detailed in thisAgreement. “CM@Risk’s Contingency” means a fund to cover cost growth during the project used at the discretion ofthe CM@Risk usually for costs that result from project circumstances. The amount of the CM@Risk’s Contingency will be negotiated as a separate line item in each GMP package. Use and management of theCM@Risk’s Contingency is described in Subsection 5.1.2.3. “CM@Risk’s Representative" means the person designated in Subsection 8.3.2.2. "CM@Risk’s Senior Representative” means the person designated in Subsection 8.3.2.1. “Contract Documents” means the following items and documents in descending order of precedenceexecuted by the City and the CM@Risk: (i) all written modifications, amendments and Change Orders; (ii) this Agreement, including all exhibits and attachments; (iii) Construction Documents; (iv) GMP Plans andSpecifications. “Construction Documents” The plans, specifications, and drawings prepared by the Design Professional and issued as approved for construction meaning the documents are sealed by the Design Professional, signed and acceptable for permitting. In the event of a conflict between this Agreement and the otherContract Documents, including the General Conditions, the terms of this Agreement will control. "Construction Fee” means the lump sum amount for CM@Risk’s administrative costs for branch or home PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)2 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CEBI ofFice overhead, and profit at the time of GMP. “Contract Price” means the amount or amounts set forth in Article 5 “Contract Time” means the Days as set forth in Article 4 the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Project. “Cost of the Work” The direct costs or stipulated rates necessarily incurred by the CM@Risk in the proper performance of the Work as set forth in Exhibit D. The Cost of the Work shall not include the CM@Risk'sConstruction Fee. “Critical Path” means the sequence of activities from the start of the Work to the Substantial Completion of the Project. Any delay in the completion of these activities will extend the Substantial Completion date. “Day(s)” mean calendar days unless otherwise specifically noted in the Contract Documents. “Design Phase Contract" means the agreement between the City and CM@Risk for services provided by the CM@Risk during the design phase which may include the following: design recommendations, projectscheduling, constructability reviews, alternate systems evaluation, cost estimates, MBE/WBE/SBE utilization, subcontractor bid phase services, and GMP preparation. “Design Professional" means a qualified, licensed design professional who furnishes design and/or construction administration services required for the Project. A Design Professional is referenced in RecitalCabove “Differinq Site Conditions" means concealed or latent physical conditions or subsurface conditions at theSite that, (i) materially differ from the conditions indicated in the Contract Documents or (ii) are of an unusual nature, differing materially from the conditions ordinarily encountered and generally recognized as inherentin the Work. “Engineer" The qualified, licensed person, firm or corporation who furnishes engineering services requiredfor the Project. “Final Acceptance” means the completion of the Work as prescribed in Section 4.2. “Float" means the number of Days by which an activity can be delayed without lengthening the Critical Pathand extending the Substantial Completion date. “General Conditions Costs” Includes, but is not limited to the following types of costs for the CM@Riskduring the construction phase: payroll costs for project manager or construction manager for Work conducted at the site; payroll costs for the superintendent and full-time general foremen; payroll costs forother management personnel resident and working on the site; workers not included as direct labor costsengaged in support (e.g. loading/unloading, clean-up, etc.); administrative office personnel; costs of offices and temporary facilities including office materials, office supplies, office equipment, minor expenses;utilities, fuel, sanitary facilities and telephone services at the site; costs of liability insurance premiums not included in labor burdens for direct labor costs; costs of bond premiums; costs of consultants not in thedirect employ of the CM@Risk or Subcontractors; and fees for licenses. The General Conditions Costsshall be included in the Cost of the Work. “Guaranteed Maximum Price" or “GMP" means the sum of the maximum Cost of the Work: the Construction Fee; General Conditions Costs, taxes, and CM@Risk’s Contingency including authorized adjustments. “GMP Amendmenf’ means an amendment, executed in writing and signed by both parties, to the GMP. “GMP Plans and Specifications” means the plans and specifications upon which the Guaranteed Maximum Price proposal is based as listed in the GMP proposal. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)3 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEB+ “Leqal Requirements" means all applicable federal, state, and local laws, codes, ordinances, rules,regulations, orders, and decrees of any government or quasi-government entity having jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work. “Milestones” - A principal event in the performance of the Work that the Contract requires CM@Risk to achieve by an intermediate completion date, or by a time prior to Substantial Completion of all the Work. “Notice to Proceed” or “NTP” means the directive issued by the City, authorizing the CM@Risk to start Work. Such notice shall be provided to the CM@Risk at least seven days prior to the commencement datestipulated herein and shall be provided no later than 30 days after the GMP proposal is approved by the City and all the required documentation is received by the City. “Owner’s Continqency" means a fund to cover cost growth during the Project used at the discretion of the Owner usually for costs that result from Owner directed changes or unforeseen site conditions. The amountof the Owner’s Contingency will be set solely by the Owner and will be in addition to the Project costs included in the CM@Risk's GMP packages. Use and management of the Owner's Contingency is describedin Subsection 5.1.3. “Payment Request’ means the City form used by the CM@Risk to request progress payments for Work inaccordance with Article 7. “Performance Period” means the period of time allotted in the Contract Documents to substantially complete the Work comprised within a GMP. The Performance Period shall be stated with each GMP proposal andshown on the Project Schedule. “Product Data” means illustrations, standard schedules, performance charts, instructions, brochures,diagrams and other information furnished by the CM@Risk to illustrate materials or equipment for someportion of the Work. “Project” means the Work to be completed in the execution of this Agreement as amended and as describedin the Recitals above and in each Approved GMP. “Project Schedule” means a schedule, prepared and maintained by CM@Risk, describing the sequence and duration of the activities comprising the CM@Risk’s plan to accomplish the Work within the ContractTimes “Project Record Documents” means the documents created pursuant to Section 2.10. “Samples” means physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be evaluated. “Shop Drawinqs” mean drawings, diagrams, schedules, and other data specially prepared for the Work by the CM@Risk or a Subcontractor, Sub-subcontractor, manufacturer, supplier, or distributor to illustratesome portion of the Work. “Site” means the land or premises on which the Project is located generally described in Exhibit A. “Specifications” means the part(s) of the Contract Documents for the construction phase consisting ofwritten technical descriptions of materials, equipment, construction systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto as listed in the GMP proposal. “Subcontractor” means an individual or firm having a direct contract with the CM@Risk who undertakes toperform a part of the construction phase Work for which the CM@Risk is responsible. “Subconsultant” - A person, firm or corporation having a contract with the CM@Risk to furnish services PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)4 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEWI required as its independent professional associate or consultant with respect to the Project. “Sub-subcontractor or -subconsultanf’ – An individual or firm having a direct contract with anySubcontractor or any other individual firm having a contract with aforesaid contractors at any tier, whoundertakes to perform a part of the design phase services or construction phase Work at the site for which the CM@Risk is responsible or furnishes services required as its independent professionassociate or consultant with respect to the Project, as applicable. “Substantial Completion” means when the Work, or an agreed upon portion of the Work, is sufficientlycomplete so that City can occupy and use the Project or a portion thereof for its intended purposes. This may include, but is not limited to: (i) approval by City Fire Marshall and local authorities; (ii) all systems in place, functional, and displayed to the City or its representative; (iii) all materials and equipment installed;(iv) all systems reviewed and accepted by the City; (v) draft O&M manuals and record documents reviewed and accepted by the City; (vi) City operation and maintenance training complete ; (vii) landscaping and sitework; and (viii) final cleaning. The conditions of Substantial Completion that do not apply to a specific GMPwill be listed in the Notice to Proceed letter pursuant to Subsection 2.4.3. “Supplier’ means a manufacturer, fabricator, supplier, distributor, material man, or vendor having a direct contract with CM@Risk or any Subcontractor to furnish materials or equipment to be incorporated in the construction phase Work by CM@Risk or any Subcontractor. “Work” means the entire completed construction or the various separately identifiable parts thereof, requiredby the Agreement to be furnished during the construction phase. "Work” includes and is the result of performing or furnishing labor and furnishing and incorporating materials, resources, and equipment intothe construction, and performing or furnishing services and documents as required by the ContractDocuments for the construction phase. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)5 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CEB+ Article 2 - CM@Risk’s Services and ResDonsibilities 2.0 The CM@Risk shall furnish any and all labor, materials, equipment, transportation, utilities,services, and facilities required to perform all Work required by the contract document, and to completely and totally construct the same and install the material therein for the City. All Workwill be performed in a good and workmanlike and substantial manner and within the care and skill of a qualified CM@Risk in Denton, Texas. The Work shall be to the satisfaction of the Cityand strictly pursuant to and in conformity with the Project’s Contract Documents as modified. It is not required that the services be performed in the sequence in which they are described. 2.1 . 2.1.1 . General Services CM@Risk’s Representative shall be reasonably available to City and shall have the necessaryexpertise and experience required to supervise the Work. CM@Risk’s Representative shall communicate regularly with City but not less than once a week and shall be vested with theauthority to act on behalf of CM@Risk. CM@Risk's Representative may be replaced only withthe written consent of City. 2.1.2 2.1.2.1 City’s Project Management Information System (Procore) The CM@Risk will be required to maintain all project records in electronic format. The City provides a web-based project management database which the CM@Risk will be required toutilize in the fulfillment of the contract requirements. Although this electronic platform does not fulfill this requirement in its entirety, the CM@Risk will be required to utilize this platform as thebasis for this Work. Any documents submitted to the City in electronic format shall be considered equivalent to an original of such document. 2.1 .2.2 The CM@Risk can expect to use Procore to process all primary level tri-partite contract documents related to the construction phase of the Project including but not limited to: requestsfor interpretation/information, potential Change Orders, Change Orders, construction meeting minutes, Submittals, Design Professional’s supplemental instructions and Payment Requests. 2.1.2.3 The CM@Risk will be required to process information into electronic digital form. In order to fulfill this requirement, the CM@Risk shall provide all necessary equipment to perform the functionsnecessary to generate, convert, store, maintain, connect to Procore, and transfer electronicdata 2.1.2.4 CM@Risk shall provide a computerized networked office platform with broadband internet connectivity. Wired or wireless is acceptable. This platform shall function well in a web-based environment utilizing an internet browser compatible with the City Procore system. 2.2 2.3.1 Government Approvals and Permits Unless otherwise provided, CM@Risk shall obtain or assist the City to obtain all necessarypermits, approvals, and licenses required for the prosecution of the Work from any government or quasi-government entity having jurisdiction over the Project. The CM@Risk is specificallyreminded of the need to obtain the necessary environmental permits or file the necessaryenvironmental notices. 2.3.2 Copies of these permits and notices must be provided to the City's Representative prior tostarting the permitted activity. In the case of Fire Department permits, a copy of the applicationfor permit shall also be provided to the City's Representative. This provision does not constitutean assumption by the City of an obligation of any kind for violation of said permit or noticerequirements. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)6 DocuSign Envelope ID: 9A21BACF-887D=12E04F13-E5E75BF8CE8+ 2.3.3 City shall be responsible for all City of Denton review and permit(s) fees for building anddemolition permits. City will also pay review and permit fees for grading and drainage, water,sewer right-of-way, and landscaping. City shall also pay for utility design fees for permanentservices 2.3.4 CM@Risk shall be responsible for all other permits and review fees not specifically listed inSubsection 2.3.3 above. CM@Risk is responsible for the cost of water meter(s), and all water bills on the project meters until Substantial Completion of the Project. Arrangements forconstruction water are the CM@Risk’s responsibility. 2.4 2.4.1 2.4.2 Pre-construction Conference Prior to the commencement of any Work, the City’s Representative wiN schedule a pre-construction conference. The purpose of this conference is to establish a working relationship between the CM@Risk,utility firms, and various City agencies. The agenda will include critical elements of the workschedule, submittal schedule, cost breakdown of major lump sum items, Payment Requests andprocessing, coordination with the involved utility firms, the level of Record Project Documentsrequired, and emergency telephone numbers for all representatives involved in the course ofconstruction. 2.4.3 The Notice to Proceed date will be concurred to. After the meeting a Notice to Proceed letter willbe issued confirming the construction start date, Performance Period, and, if applicable, theSubstantial Completion date. If a Substantial Completion date is established the conditions ofthe Substantial Completion will be listed. 2.4.4 The CM@Risk shall provide a schedule of values based on the categories used in the buyoutof the Work but not greater than the approved GMP and identifying the CM@Risk’s Contingency.The schedule of values will subdivide the Work into all items comprising the Work. 2.4.5 Minimum attendance by the CM@Risk shall be the CM@Risk's Representative, who isauthorized to execute and sign documents on behalf of the firm, the job superintendent, and the CM@Risk’s safety officer. 2.5 2.5.1 Control of the Work Unless otherwise provided in the Contract Documents to be the responsibility of City or aseparate contractor, CM@Risk shall provide through itself or Subcontractors the necessarysupervision, labor, inspection, testing, start-up, material, equipment, machinery, temporaryutilities, and other temporary facilities to permit CM@Risk to complete the Work consistent withthe Contract Documents. 2.5.2 CM@Risk shall perform all construction activities efficiently and with the requisite expertise, skill,and competence to satisfy the requirements of the Contract Documents. CM@Risk shall at alltimes exercise complete and exclusive control over the means, methods, sequences, andtechniques of construction. 2.5.3 2.5.3.1 CM@Risk, the CM@Risk’s Representative or other authorized representative shall be present at the Site at all times that construction activities are taking place. All elements of the Work shall be under the direct supervision of a foreman or his designatedrepresentative on the Site who shall have the authority to take actions required to properly carryout that particular element of the Work. PROJECT NO.2100014. CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)7 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 2.5.4 In the event of noncompliance with this Section, the City may require the CM@Risk to stop orsuspend the Work in whole or in part. Where the Contract Documents require that a particularproduct be installed and/or applied by an applicator approved by the manufacturer, it is theCM@Risk’s responsibility to ensure the Subcontractor employed for such Work is approved bythe manufacturer. 2.5.5 Before ordering materials or doing work, the CM@Risk and each Subcontractor shall verifymeasurements at the Site and shall be responsible for the correctness of such measurements. With the exception of subsurface and otherwise mutually agreed upon inaccessible conditions,no increase to the approved GMP will be allowed because of differences between actual dimensions and the dimensions indicated in the Contract Documents; differences, which maybe found, shall be submitted to the City for resolution before proceeding with the Work. The CM@Risk shall take field measurements and verify field conditions and shall carefullycompare such field measurements and conditions and other information known to the CM@Riskwith the Contract Documents before commencing activities. Errors, inconsistencies, or omissions discovered shall be reported to the City at once. 2.5.6 2.5.7 The CM@Risk shall establish and maintain all primary building and construction grades, lines,levels, and benchmarks, and shall be responsible for accuracy and protection of same. ThisWork shall be performed or supervised by a licensed civil engineer or surveyor in the State ofTexas 2.5.8 Any person employed by the CM@Risk or any Subcontractor who, in the reasonable opinion ofthe City, does not perform his work in a proper, skillful, and safe manner or is intemperate ordisorderly shall, at the written request of the City, be removed from the Work by CM@Risk orSubcontractor employing such person, and shall not be employed again in any portion of Work without the written approval of the City. THE CM@RISK OR SUBCONTRACTOR SHALL KEEP THE CITYHARMLESS FROM DAMAGES OR CLAIMS WHICH MAy OCCUR IN THE ENFORCEMENT OF THIS SECTION. 2.5.9 CM@Risk assumes responsibility to City for the proper performance of the work ofSubcontractors and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between City and any Subcontractor or Sub-subcontractor, including but not limited to any third-party beneficiary rights. 2.5.10 CM@Risk shall coordinate the activities of all Subcontractors. If City performs other work on theProject or at the Site with separate contractors under City’s control, CM@Risk agrees to reasonably cooperate and coordinate its activities with those of such separate contractors sothat the Project can be completed in an orderly and coordinated manner without unreasonabledisruption. 2.6 2.6.1 Control of the Work Site Throughout all phases of construction, including suspension of Work, CM@Risk shall keep the Site reasonably free from debris, trash, and construction wastes to permit CM@Risk to performits construction services efficiently, safely and without interfering with the use of adjacent landareas. Upon Substantial Completion of the Work, or a portion of the Work, CM@Risk shallremove all debris, trash, construction wastes, materials, equipment, machinery, and tools arisingfrom the Work or applicable portions thereof to permit City to occupy the Project or a portion ofthe Project for its intended use. 2.6.2 CM@Risk shall take all reasonable steps, procedures, or means to prevent any dust nuisancedue to construction operations. The dust control measures shall be maintained at all times tothe satisfaction of the City and in accordance with the local requirements. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)8 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 2.6.3 CM@Risk shall maintain ADA and ANSI accessibility requirements during construction activities in an occupied building or facility. ADA and ANSI accessibility requirements shall include, butnot be limited to, parking, building access, entrances, exits, restrooms, areas of refuge, andemergency exit paths of travel. CM@Risk shall be responsible for the coordination of all work tominimize disruption to building occupants and facilities. 2.6.4 Only materials and equipment which are to be used directly in the Work shall be brought to andstored on the Site by the CM@Risk. When equipment is no longer required for the Work, it shallbe removed promptly from the Site. Protection of construction materials and equipment storedat the Site from weather, theft, damage, and all other adversity is solely the responsibility of theCM@Risk. 2.7 2.7.1 Shop Drawings, Product Data and Samples Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for whichsubmittals are required the way the CM@Risk proposes to conform to the information given andthe design concept expressed in the Contract Documents. 2.7.2 The CM@Risk shall review, approve, verify, and submit to the City each Shop Drawing, ProductData, Sample, and similar submittal required by the Contract Documents in accordance with the approved GMP schedule as shown in Exhibit B as to cause no delay in the Work or in theactivities of the City or of separate contractors. Submittals made by the CM@Risk, which are not required by the Contract Documents, may be returned without action. 2.7.3 The CM@Risk shall perform no portion of the Work requiring submittal and review of ShopDrawings, Product Data, Samples, or similar submittals until the respective submittal has been approved by the City. Such Work shall be in accordance with approved submittals. 2.7.4 By approving, verifying, and submitting Shop Drawings, Product Data, Samples, and similarsubmittals, the CM@Risk represents that the CM@Risk has determined and verified materials,field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of theWork and of the Contract Documents. 2.7.5 The CM@Risk shall not be relieved of responsibility for deviations from requirements of theContract Documents by the City's approval of Shop Drawings, Product Data, Samples or similarsubmittals unless the CM@Risk has specifically informed the City in writing of such deviation atthe time of submittal and the City has given written approval to the specific deviation. TheCM@Risk shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data, Samples, or similar submittals by the City's approval thereof. 2.7.6 The CM@Risk shall direct specific attention, in writing or on resubmitted Shop Drawings,Product Data, Samples, or similar submittals, to revisions other than those requested by the Cityon previous submittals. 2.7.7 Informational submittals upon which the City is not expected to take responsive action may beso identified in the Contract Documents. 2.7.8 When professional certification of performance criteria of materials, systems, or equipment isrequired by the Contract Documents, the City shall be entitled to rely upon the accuracy andcompleteness of such calculations and certifications. 2.8 Quality Control, Testing and Inspection 2.8.1 All materials used in the Work shall be new and unused, unless otherwise noted, and shall meet all quality requirements of the Contract Documents. PROJECT NO.2100014. CONTRACT NO. 7714Construction Manager at Risk for Southeast qDenton Neighborhood Area B (SED-B) DocuSign Envelope ID: 9A21BACF-887Dz12E0-8F13-E5E75BF8CEBI 2.8.2 All construction materials to be used on the Work or incorporated into the Work, equipment, plant, tools, appliances, or methods to be used in the Work may be subject to the inspection andapproval or rejection by the City. Any material rejected by the City shall be removed immediatelyand replaced in an acceptable manner. 2.8.3 2.8.4 2.8.4.1 The procedures and methods used to sample, and test material will be determined by the City. The City may select a pre-qualified City or independent testing laboratory and may performadditional acceptance testing at the City's cost. When the first and subsequent tests indicate noncompliance with the Contract Documents, thecost associated with that noncompliance will be paid for by the CM@Risk. CM@Risk’s Contingency cannot be utilized for the cost of re-testing. 2.8.4.2 2.8.5 When the first and subsequent tests indicate noncompliance with the Contract Documents, all retesting shall be performed by the same testing agency. The CM@Risk will cooperate with the selected testing laboratory and all others responsible fortesting and inspecting the work and shall provide them access to the Work at all times. 2.8.6 2.8.7 At the option of the City, materials may be approved at the source of supply before delivery isstarted . Code compliance testing and inspections required by codes or ordinances, or by a plan approval authority, and which are made by a legally constituted authority, shall be the responsibility ofand shall be paid by the CM@Risk as a Cost of the Work, unless otherwise provided in the Contract Documents or unless required by Chapter 2269 of the Texas Government Code. 2.8.8 2.9 2.9.1 CM@Risk’s convenience and quality control testing and inspections shall be the soleresponsibility of the CM@Risk and paid by the CM@Risk as a Cost of the Work. Trade Names and Substitutions. Contract Document references to equipment, materials, or patented processes by manufacturer,trade name, make or catalog number, unless indicated that no substitutions are permitted,substitute, or alternate items may be permitted, subject to the following: 2.9.2 2.9.3 The substitution shall be submitted by CM@Risk in writing to the City. The CM@Risk shall certify that the substitution will perform the functions and achieve the resultscalled for by the general design, be similar and of equal substance, and be suited to the sameuse as that specified. 2.9.4 2.9.5 The submittal shall state any required changes in the Contract Documents to adapt the designto the proposed substitution. The submittal shall contain an itemized estimate of all costs and credits that will result directly and indirectly from the acceptance of such substitution, including cost of design, license fees,royalties, and testing. Also, the submittal shall include any adjustment in the Contract Time created by the substitution. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)10 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 2.9.6 The CM@Risk if requested by the City shall submit Samples or any additional information thatmay be necessary to evaluate the acceptability of the substitution. 2.9.7 The City will make the final decision and will notify the CM@Risk in writing as to whether the substitution has been accepted or rejected. If the City does not respond in a timely manner, the CM@Risk shall continue to perform the Work in accordance with the Contract Documents andthe substitution will be considered rejected. 2.10 2.10.1 Project Record Documents During the construction period, the CM@Risk shall maintain at the jobsite a set of blueline or blackline prints of the Construction Document drawings and shop drawings for Project RecordDocument purposes. 2.10.1.1 The CM@Risk shall mark these drawings to indicate the actual installation where the installationvaries appreciably from the original Construction Documents. Give particular attention to information on concealed elements, which would be difficult to identify or measure and recordlater. Items required to be marked include but are not limited to: • • • • • • • • • • Dimensional changes to the drawings. Revisions to details shown on drawings Depths of foundationsLocations and depths of underground utilities Revisions to routing of piping and conduits.Revisions to electrical circuitry. Actual equipment locations.Locations of concealed internal utilities. Changes made by Change Order. Details not on original Contract Drawings. 2.10.1.2 Mark completely and accurately Project Record Drawing prints of Construction Documents orShop Drawings, whichever is the most capable of indicating the actual physical condition. WhereShop Drawings are marked, show cross-reference on the Construction Documents location. 2.10.1.3 Note RFI Numbers, ASI Numbers and Change Order numbers, etc., as required to identify thesource of the change to the Construction Documents. 2.10.1 .4 2.10.2. The CM@Risk shall as a condition of Substantial Completion, submit Project Record Drawingand Shop Drawings prints to the City or its representative for review and comment. Upon receipt of the reviewed Project Record Drawings from the City, the CM@Risk shall correctany deficiencies and/or omissions to the drawings and prepare for submission to the City within14 Days 2.1 1 2.11.2. Project Safety CM@Risk recognizes the importance of performing the Work in a safe manner so as to preventdamage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii) the Work,including materials and equipment incorporated into the Work or stored on-Site or off-Site, and(iii) all other property at the Site or adjacent thereto. 2.11.3.CM@Risk assumes responsibility for implementing and monitoring all safety precautions andprograms related to the performance of the Work. 2.11 .4.CM@Risk shall, prior to commencing construction, designate a safety representative with the necessary qualifications and experience to supervise the implementation and monitoring of allsafety precautions and programs related to the Work. Unless otherwise required by the Contract PROJECT NO.2100014, CONTRACT NO. 7714 Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)11 DocuSign Envelope ID: 9A21BACF-887D-+2E0-8F13-E5E75BF8CE54 Documents, CM@Risk’s safety representative shall be an individual stationed at the Site who may have other responsibilities on the Project in addition to safety. 2.1 1 .5. 2.11.6. The safety representative shall make routine daily inspections of the Site and shall hold weeklysafety meetings with CM@Risk's personnel, Subcontractors, and others as applicable. CM@Risk and Subcontractors shall comply with all Legal Requirements relating to safety, aswell as any City-specific safety requirements set forth in the Contract Documents, provided thatsuch City-specific requirements do not violate any applicable Legal Requirement. 2.11.7.CM@Risk will immediately report in writing any safety-related injury, loss, damage, or accidentarising from the Work to City’s Representative and, to the extent mandated by LegalRequirements, to all government or quasi-government authorities having jurisdiction over safety-related matters involving the Project or the Work. 2.11.8.CM@Risk’s responsibility for safety under this Section is not intended in any way to relieveSubcontractors and Sub-subcontractors of their own contractual and legal obligations andresponsibility for (i) complying with all Legal Requirements, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safetyprecautions and programs to guard against injury, losses, damages or accidents resulting from their performance of the Work. 2.12 2.12.1 Warranty CM@Risk warrants to City that the construction, including all materials and equipmentfurnished as part of the construction, shall be new unless otherwise specified in the ContractDocuments, of good quality, in conformance with the Contract Documents and free of defectsin materials and workmanship. 2.12.2.CM@Risk’s warranty obligation excludes defects caused by abuse, alterations, or failure tomaintain the Work by persons other than CM@Risk or anyone for whose acts CM@Risk maybe liable 2.12.3.CM@Risk’s warranty obligation shall be for two years. Nothing in this warranty is intended to limit any manufacturer's warranty which provides City withgreater warranty rights than set forth in this Section or the Contract Documents. CM@Risk will provide City with all manufacturers’ warranties upon Substantial Completion.Correction of Defective Work2.1 3 2.13.2.CM@Risk agrees to correct any Work that is found to not be in conformance with the ContractDocuments, including that part of the Work subject to Section 2.12 above, within a period oftwo years from the date of Substantial Completion of the Work or any portion of the Work, or within such longer period to the extent required by the Contract Documents. A progresspayment, or partial or entire use or occupancy of the Project by the City, shall not constituteacceptance of Work not in accordance with the Contract Documents. 2.13.3.During the Work, CM@Risk shall take meaningful steps to commence correction of suchnonconforming Work as notified by the City. This includes the correction, removal orreplacement of the nonconforming Work and any damage caused to other parts of the Workaffected by the nonconforming Work. If CM@Risk fails to commence the necessary stepsduring the Work, City, in addition to any other remedies provided under the ContractDocuments, may provide CM@Risk with written notice that City will commence correction of such nonconforming Work with its own forces. 2.13.4. CM@Risk shall, take meaningful steps to commence correction of nonconforming Worksubject to Section 2.12 above, within seven Days of receipt of written notice from City. Thisincludes the correction, removal or replacement of the nonconforming Work and any damage PROJECT NO.2100014, CONTRACT NO. 7714. Construction Manager at Risk for Southeast 12Denton Neighborhood Area B (SED-B) DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 caused to other parts of the Work affected by the nonconforming Work. If CM@Risk fails tocommence the necessary steps within such seven Day period, City, in addition to any other remedies provided under the Contract Documents, may provide CM@Risk with written noticethat City will commence correction of such nonconforming Work with its own forces. 2.13.5.If City does perform such corrective Work, CM@Risk shall be responsible for all reasonablecosts incurred by City in performing such correction. 2.13.6. 2.13.7. If the nonconforming Work creates an emergency requiring an immediate response, theCM@Risk will respond and initiate corrections within twenty-four hours. The two-year period referenced in Subsection 2.12.1 above applies only to CM@Risk’s obligation to correct nonconforming Work and is not intended to constitute a period oflimitations for any other rights or remedies City may have regarding CM@Risk’s otherobligations under the Contract Documents. 2.14.Leadership in Energy & Environmental Design The CM@Risk shall provide an easily accessible area to serve the construction site and isdedicated to the separation, collection, and storage of materials for recycling including (at aminimum) paper, glass, plastics, metals, and designate an area specifically for construction anddemolition waste recycling. The CM@Risk must provide documentation that the materials havebeen taken to a Denton county approved recycling facility. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)13 DocuSign Envelope ID: 9A21BACF-887D42EO-8F13-E5E75BF8CE9t Article 3 - Citv’s Services and ResDonsibilities 3.1 3.1 .1 Duty to Cooperate. City shall, throughout the performance of the Work, cooperate with CM@Risk and perform its responsibilities, obligations, and services in a timely manner to facilitate CM@Risk’s timely andefficient performance of the Work and so as not to delay or interfere with CM@Risk’s performance of its obligations under the Contract Documents. 3.1.2 City shall furnish at the CM@Risk’s request, at no cost to the CM@Risk, a CADD file of theConstruction Documents in AutoCAD format compatible with City of Denton Engineering andArchitectural Services Department CADD technology. 3.1.3 3.2 3.2.1 3.2.2 The City will provide training in the use and operation of the PROMIS system. City’s Representative City's Representative shall be responsible for providing City-supplied information and approvalsin a timely manner to permit CM@Risk to fulfill its obligations under the Contract Documents. City’s Representative shall also provide CM@Risk with prompt notice if it observes any failure on the part of CM@Risk to fulfill its contractual obligations, including any default or defect in the Project or non-conformance with the Contract Documents. 3.2.3 The City may utilize field inspectors to assist the City’s Representative during construction in observing performance of the CM@Risk. The inspector is for the purpose of assisting the City’sRepresentative and should not be confused with an inspector with a City regulatory agency or with an inspector from a City laboratory pursuant to Subsection 2.8.4. 3.2.3.1 3.2.3.2 Through onsite observation of the Work in progress and field checks of materials and equipment,the inspector shall endeavor to provide protection against defects and deficiencies in the Work. The inspector will be authorized to inspect all Work and materials furnished. Such inspectionmay extend to all or part of the Work and to the preparation, fabrication or manufacture of thematerials to be used. 3.2.3.3 The inspector will not be authorized to issue instructions contrary to the Construction Documentsor to act as a foreman for the CM@Risk. 3.2.3.4 3.2,3.5 The inspector shall have the authority to reject work or materials until any questions at issue canbe decided by the City’s Representative. The furnishing of such services for the City shall not make the City responsible for or give theCity control over construction means, methods, techniques, sequence or procedures, or for safety precautions or programs or responsibility for the CM@Risk's failure to perform the workin accordance with Contract Documents. 3.3 Design Professional Services 3.3.1 The City may contract separately with one or more Design Professionals to provide construction administration of the project. The Design Professional's contract as well as other firms hired bythe City shall be furnished to the CM@Risk. The CM@Risk shall not have any right however, to limit or restrict any contract modifications that are mutually acceptable to the City and DesignProfessional . The City may contract with the Design Professional to provide some or all of the following3.3.2 PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)14 DocuSign Envelope ID: 9A21BACF-887DJ12E04F13-E5E75BF8CEBI services during the performance of the Work. 3.3.2.1 Provide oversight of the Work. The City and CM@Risk shall endeavor to communicate through the Design Professional. Communications by and with the Design Professional’s consultantsshall be through the Design Professional. 3.3.2.2 Site visits at intervals appropriate to the stage of construction to become generally familiar withthe progress and quality of the completed Work and work in progress and to determine in general if the Work is being performed in accordance with the Contract Documents. The DesignProfessional will keep the City informed of progress of the Work and will endeavor to guard theCity against defects and deficiencies in the Work. The Design Professional may have authority to reject construction which does not conform to the Construction Documents and to require additional inspection or testing of the construction in accordance with Section 2.8. 3.3.2.3 3.3.2.4 Review and approve or take other appropriate action upon the CM@Risk's submittals such as Shop Drawings, Product Data and Samples in accordance with Section 2.7. Interpret and decide matters concerning performance under and requirements of the Contract Documents on written request of either the City or CM@Risk. The Design Professional’sresponse to such requests will be made with reasonable promptness and within any time limitsagreed upon. 3.3.2.5 Prepare Change Orders and may authorize minor changes in the Work as provided inSubsection 6.6.1 . 3.3.2.6 3.3.2.7 Conduct inspections to determine Substantial Completion and Final Acceptance. Receive and forward to the City for the City’s review and records written warranties and related documents required by the Contract Documents and assembled by the CM@Risk. 3.4 City’s Separate Contractors. City is responsible for all work performed on the Project or at theSite by separate contractors under City's control. City shall contractually require its separate contractors to cooperate with and coordinate their activities so as not to interfere with, CM@Riskin order to enable CM@Risk to timely complete the Work consistent with the Contract Documents. Any City separate contractors will be subject to City insurance and subrogation requirements. 3.5 3.5.1 3.5.2 Permit Review and Inspections. If requested by the CM@Risk, the City’s Representative will provide assistance and guidancein obtaining necessary reviews, permits and inspections. Regulating agencies of the City, such as Developmental Services, Fire and PlanningDepartments, enforce Legal Requirements. These enforcement activities are not subject to theresponsibilities of the City under this Agreement. PROJECT NO.2100014. CONTRACT NO. 7714 Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)15 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 Article 4 - Contract Time 4.0. 4.0.1 . 4.0.2. Contract Time. Contract Time shall start with the commencement date established in the Notice to Proceed for GMP No. 1 and end with Substantial Completion. Each GMP will establish a separate commencement date and a date of Substantial Completionand a Performance Period. The Performance Periods may not be sequential and may runconcurrently. The Period to achieve Substantial Completion for each GMP shall be set forth ineach GMP submission. 4.0.3. 4.0.4. 4.1 . 4.1.1 . CM@Risk agrees that it will commence performance of the Work and achieve the PerformancePeriods and Contract Time. All of the times set forth in this Article 4 shall be subject to adjustment in accordance Article 6. Substantial Completion Substantial Completion shall be for the entire Project unless a partial Substantial Completion isidentified in the approved GMP schedule and stated in the Notice to Proceed letter. SubstantialCompletion shall be in accordance with its definition in Article 1. and with the criteria set forth inthe Notice to Proceed . 4.1 .2.Prior to notifying the City in accordance to Subsection 4.1.3 below, the CM@Risk shall inspectthe Work and prepare and submit to the City a comprehensive list of items to be completed or corrected. The CM@Risk shall proceed promptly to complete and correct items on the list.Failure to include an item on such list does not alter the responsibility of the CM@Risk tocomplete all Work in accordance with the Contract Documents. 4.1 .3. 4.1 .4. CM@Risk shall notify City when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete. Within five (5) days of City’s receipt of CM@Risk’s notice, City and CM@Risk will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of theContract Documents. 4.1 .5.If such Work is substantially complete, City shall prepare and issue a Certificate of SubstantialCompletion that will set forth (i) the date of Substantial Completion of the Work or portion thereof,(ii) the remaining items of Work that have to be completed within thirty (30) calendar days before Final Acceptance, (iii) provisions (to the extent not already provided in the Contract Documents) establishing City’s and CM@Risk’s responsibility for the Project's security, maintenance,utilities, and insurance pending Final Acceptance, and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted inthe Certificate of Substantial Completion. 4.1.6.City, at its option, may use a portion of the Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Subsection 4.1.5 above, (ii) CM@Riskand City have obtained the consent of their sureties and insurers, and to the extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) City andCM@Risk agree that City's use or occupancy will not interfere with CM@Risk’s completion ofthe remaining Work. PROJECT NO.2100014. CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)16 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 4.2.Final Acceptance. Upon receipt of written notice that the Work or identified portions of the Work is ready for final inspection and acceptance, City and CM@Risk will jointly inspect to verify thatthe remaining items of Work have been completed as set forth in Subsection 4.1.5. The City will issue a Final Acceptance Letter and payment pursuant to Section 7.5. 4.3. 4.3.1 . Liquidated Damages. CM@Risk recognizes that time is of the essence for the CM@Risk to achieve Substantial Completion and City will suffer financial loss if the Work is not completed within the ContractTime. The Contractor also recognizes the delays, expense and difficulties involved in proving in a legal proceeding, the actual loss suffered by the City if the Work is not completed on time.Accordingly, instead of requiring any such proof, Contractor agrees that as liquidated damages for delay (but not as a penalty), Contractor shall pay City Two Thousand Dollars ($2,000.00) foreach day that expires after the Contract Time, as adjusted in accordance with this Contract, until the Day that Substantial Completion occurs. 4.3.2.The City may at its sole discretion deduct from any monies due or which may become due theCM@Risk, a sum as specified herein, for each and every calendar day that the Work shall remain uncompleted. This sum shall be considered, not as penalty, but as the cost(s) forsubstantial losses suffered by the public and the City. Liquidated damages are intended tocompensate the City for the CM@Risk’s failure to meet the deadlines set forth herein, and shall not excuse the CM@Risk from liability from any other breach of requirements of the Contract Documents, including any failure of the Work to conform to applicable requirements. The CM@Risk agrees that the sums in Section 4.3.1 are reasonable in light of the anticipated oractual harm caused by the delay and breach, the difficulties of the proof of loss, and theinconvenience or nonfeasibility of otherwise obtaining an adequate remedy. 4.3.3.The parties acknowledge, covenant, and agree that the daily basis and the amount set forth above for liquidated damages are reasonable because of the unique nature of the Project as a benefit to the public; the fact that inconvenience to the public will be one of the significantimpacts of any failure by the CM@Risk to timely complete the Work; and that it is impracticable and extremely difficult to ascertain and determine the actual losses which would accrue to theCity and the public. Permitting the CM@Risk to continue and finish the Work, or any portion thereof, after the time fixed for its completion, shall in no way operate as a waiver on the part ofthe City of any of its rights under the Contract. 4.4.The CM@Risk and City waive claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes damages incurred by the City forrental expenses, for losses of use, income, profit, financing, business and reputation, and forloss of management or employee productivity or of the services of such persons and damagesincurred by the CM@Risk for principal office expenses including the compensation of personnelstationed there, for losses of financing, business and reputation, and for loss of profit, except actual profit arising directly from the completed Work. This mutual waiver is applicable, withoutlimitation, to all consequential damages due to either party’s termination in accordance withArticle 9. Nothing contained in this Section 4.4 shall be deemed to preclude assessment ofliquidated damages, when applicable, in accordance with the requirements of the ContractDocuments. 4.5. 4.5.1 . Project Schedule The Project Schedule approved as part of a GMP shall be updated and maintained throughoutthe Work. 4.5.2.The Project Schedule shall be revised as required by conditions and progress of the Work, butsuch revisions shall not relieve CM@Risk of its obligations to complete the Work within the Contract Time, as such dates may be adjusted in accordance with the Contract Documents. PROJECT NO.2100014. CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)17 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 4.5.3. 4.5.4. Updated Project Schedules shall be submitted monthly in electronic forms to the City as part ofthe Payment Request. CM@Risk shall provide City with a monthly status report with each Project Schedule detailing the progress of the Work, including: (i) if the Work is proceeding according to Project Schedule,(ii) any discrepancies, conflicts, or ambiguities found to exist in the Contract Documents that require resolution, and (iii) other items that require resolution so as not to jeopardize ability tocomplete the Work as presented in the GMP proposal and within the Contract Time. Each status report shall also include the following: Description of problem tasks (referenced to field instructions, requests for information(RFI’s), as appropriate. • • Current and anticipated delays including: o Cause of the delay o Corrective action and schedule adjustments to correct the delaya Known or potential impact of the delay on other activities, Milestones, and the date ofSubstantial Completion. •Changes in construction sequence Pending items and status thereof including but not limited to: o Time Extension requestso Other items Substantial Completion date status: o if ahead of schedule, the number of calendar Days ahead.o if behind schedule, the number of calendar Days behind. Other project or scheduling concerns • 4.5.5. • City's review of and response to the Project Schedule is only for general conformance with the scheduling requirements of the Contract Documents. The review shall not relieve the CM@Riskfrom compliance with the requirements of the Contract Documents or be construed as relievingthe CM@Risk of its complete and exclusive control over the means, methods, sequences, and techniques for executing the Work. 4.5.6.The Project Schedule shall include a Critical Path Method (CPM) diagram schedule that shall show the sequence of activities, the interdependence of each activity and indicate the CriticalPath 4.5.6.1 .The CPM diagram schedule shall be in Days and indicate duration, earliest and latest start andfinish dates for all activities, and total Float times for all activities except critical activities. The CPM diagram shall be presented in a time scaled graphical format for the Project as a whole. 4.5.6.2. 4.5.6.3. The CPM diagram schedule shall indicate all relationships between activities. The activities making up the schedule shall be sufficient detail to assure that adequate planninghas been done for proper execution of the Work and such that it provides an appropriate basis for monitoring and evaluating the progress of the Work. 4.5.6.4. 4.5.6.5. The CPM diagram schedule shall be based upon activities, which would coincide with theschedule of values but the Project Schedule is not required to be cost-loaded. The CPM diagram schedule shall show all critical submittals associated with each work activityand the review time for each submittal. 4.5.6.6.The Project Schedule shall show Milestones, including Milestones for Owner-furnishedinformation, and shall include activities for Owner-furnished equipment and furniture when those activities are interrelated with the CM@Risk activities. 4.5.6.7.The Project Schedule shall include a Critical Path activity that reflects anticipated rain delay PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)18 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 during the performance of the Contract. The duration shall reflect the average climatic range and usual industrial conditions prevailing in the locality of the site. Weather data shall be basedon information provided by the National Weather Services or other approved source. 4.5.7.The Project Schedule shall consider the City’s and the tenants' occupancy requirementsshowing portions of the Project having occupancy priority, and Contract Time. 4.5.8. 4.5.8.1 . Float time shall be as prescribed below. The total Float within the overall Project Schedule, is not for the exclusive use of either the City or the CM@Risk but is jointly owned by both and is a resource available to and shared by both parties as needed to meet contract Milestones and the Project contract time. 4.5.8.2.The CM@Risk shall not sequester shared Float through such strategies as extending activity duration estimates to consume available Float, using preferential logic, or using extensivecrew/resource sequencing, etc. Since Float time within the Project Schedule is jointly owned, no time extensions will be granted nor delay damages paid until a delay occurs which extendsthe Work beyond the Substantial Completion date. Since Float time within the Project Schedule is jointly owned, it is acknowledged that delays onthe Project may be offset by time savings. PROJECT NO.2100014, CONTRACT NO. 7714. Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)19 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 5.0. Article 5- Guaranteed Maximum Price The CM@Risk agrees to do all Work as aforesaid for the construction of said improvements and to completely construct the same and install the material therein, as called for by this Agreementfree and clear of all liens, provided that Owner has met its payment obligations under thisAgreement, in the manner and under the conditions specified within the time, or times, stated inthe approved GMP proposal. 5.1 . 5.1.1. 5.1 .2. Guaranteed Maximum Price. The Guaranteed Maximum Price will be as approved in the Guaranteed Maximum Priceproposal attached as an Exhibit. Guaranteed Maximum Price is composed of the following lump sum amounts defined below. The CM@Risk is at risk to cover any additional Project costs. 5.1.2.1 Cost of the Work, General Conditions Costs and the Construction Fee are firm fixed lump sums, but subject to adjustments as permitted in the contract Documents. 5.1 .2.2 5.1.2.3 Any additional fees tied to use of the Owner’s Contingency shall not exceed 6.95% of anyapproved use of Owner’s Contingency, subject to adjustments as permitted in the ContractDocuments. CM@Risk’s Contingency is a firm fixed lump sum amount the CM@Risk may use under thefollowing conditions: (1 ) at its discretion for increases in the Cost of the Work, or (2) with written approval of the City for increases in General Condition Costs, which approval will not be unreasonably withheld.CM@Risk’s Contingency is assumed to be a direct project cost so will have received all markupsat the time of GMP submission. 5.1 .2.3.1 When the CM@Risk utilize CM@Risk’s Contingency funds, the CM@Risk shall make the appropriate changes to the schedule of values with the next regular progress payment request.The CM@Risk shall deduct the amount of CM@Risk’s Contingency funds used from theCM@Risk’s Contingency line item and adding the same amount to the line item on the schedule of values where the funds were used. If the CM@Risk’s Contingency funds are used for a newline item that was not given with the original schedule of values, that will be so indicated. 5.1.2.4 5.1.3 As a City public procurement project this Project is tax exempt. Appropriate tax exemption forms shall be provided to the CM@Risk. Owner’s Contingency are funds to be used at the discretion of the Owner to cover any increasesin Project costs that result from Owner directed changes or unforeseen site conditions. Owner’s Contingency will be added to the GMP amount provided by the CM@Risk, the sum of which willbe the total contract price for construction. Markups for Construction Fee and taxes will be applied by the CM@Risk at the time that Owner’s Contingency is used. 5.1.4 5.1 .5 The GMP is subject to adjustments made in accordance with Article 6 and by GMP amendmentsto this Agreement. GMPs are cumulative including CM@Risk Contingency. The amount of CM@Risk Contingencyfor each GMP amendment will be negotiated separately and shall reflect the CM@Risk’s risk from that point in the project forward. 5.1.5.1 If the GMP requires an adjustment due to changes in the Work or other causes as allowed inthe Contract Documents, the cost of such changes is determined subject to Article 6. Themarkups that shall be allowed on such changes shall be no greater than the markups delineatedin Article 6. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)20 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE8t Article 6 - Changes to the Contract Price and Time 6.0. 6.0.1 . Delays to the Work If CM@Risk is delayed in the performance of the Work that will cause a change in the date of Substantial Completion due to acts, omissions, conditions, events, or circumstances beyond itscontrol and due to no fault of its own or those for whom CM@Risk is responsible, the Contract Times for performance shall be reasonably extended by Change Order. 6.0.2.The CM@Risk shall request an increase in the Contract Time by written notice including an estimate of probable effect of delay on progress of the Work. In the case of a continuing delayonly one request is necessary. Such notice shall not be later than fourteen (14) Days after suchcondition or event has been encountered. 6.0.3.By way of example, events that will entitle CM@Risk to an extension of the Contract Time include acts or omissions of City or anyone under City’s control (including separate contractors), changes in the Work, Differing Site Conditions, Hazardous Conditions, delays by regulatingagencies, wars, floods, labor disputes, unusual delay in transportation, epidemics, earthquakes,adverse weather conditions not reasonably anticipated, and other acts of God. 6.0.4.If adverse weather conditions are the basis for a request for additional Contract Time, suchrequests shall be documented by data substantiating that weather conditions were abnormal for the period of time and that weather conditions had an adverse effect on the scheduledSubstantial Completion. It is understood, however, that permitting the CM@Risk to proceed to complete any Work, or any part of the Work, after the date to which the time of completion may have been extended,shall in no way act as a waiver on the part of the City of any of its legal rights herein. 6.0.5. 6.0.6.In addition to CM@Risk's right to a time extension for those events set forth in this Section, CM@Risk shall also be entitled to an appropriate adjustment of the Contract Price provided, however, that the Contract Price shall not be adjusted for those events set forth in this Sectionthat are beyond the control of both CM@Risk and City, including the events of war, floods, labordisputes, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, and other acts of God. In the event of an occurrence under this Section, the CM@Risk and anySubcontractors or Sub-Subcontractors, as applicable, will be excused from any further performance or observance of the requirements so affected for as long as such circumstancesprevail and the CM@Risk and any Subcontractors or Sub-Subcontractors, as applicable, continues to use commercially reasonable efforts to recommence performance or observancewhenever and to whatever extent possible without delay. The CM@Risk and anySubcontractors or Sub-Subcontractors, as applicable, shall immediately notify the City of Denton Project Manager by telephone (to be confirmed in writing within five (5) calendar days of theinception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 6.2 Differing Site Conditions 6.2.1 if CM@Risk encounters a Differing Site Condition, CM@Risk will be entitled to an adjustment inthe Contract Price and/or Contract Times to the extent CM@Risk's cost and/or time of performance are adversely impacted by the Differing Site Condition. 6.2.2 Upon encountering a Differing Site Condition, CM@Risk shall provide prompt written notice to Cityof such condition, which notice shall not be later than seven (7) days after such condition has been encountered. CM@Risk shall, to the extent reasonably possible, provide such notice before the Differing Site Condition has been substantially disturbed or altered. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)21 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE9t 6.3 Errors, Discrepancies and Omissions. 6.3.1 if the CM@Risk observes errors, discrepancies, or omissions in the Contract Documents, theyshall promptly notify the Design Professional and request clarification . 6.3.2 if the CM@Risk proceeds with the Work affected by such known errors, discrepancies, oromissions, without receiving such clarifications, they do so at their own risk. Adjustments involving such circumstances made by the CM@Risk prior to clarification by the Design Professional shallbe at the CM@Risk’s risk. 6.4 City Requested Change in Work.The City reserves the right to make, at any time during the progress of the Work, such alterationsas may be found necessary or in the City’s best interest. 6.4.1 Such alterations and changes shall not invalidate this Agreement nor release the surety and theCM@Risk agrees to perform the Work as altered, the same as if it has been a part of the originalContract Documents. 6.4.2 The City will request a proposal for a change in Work from CM@Risk, and an equitable adjustmentin the Contract Price and/or Contract Times shall be made based on a mutual agreed upon costand time 6.5. 6.5.1 . Legal Requirements. The Contract Price and/or Contract Times shall be adjusted to compensate CM@Risk for the effects of any changes in the Legal Requirements enacted after the date of the Agreement orthe date of the GMP proposal, affecting the performance of the Work. 6.6. 6.6.1 . Change Directives and Change Orders. City and CM@Risk shall negotiate in good faith and as expeditiously as possible the appropriateadjustments for a Change Directive. Upon reaching an agreement, the parties shall prepare and execute an appropriate Change Order reflecting the terms of the adjustment. 6.6.2. 6.7. 6.7.1 . All changes in Work authorized by Change Orders shall be performed under the conditions ofthe Contract Documents Minor Changes in the Work The City has authority to order minor changes in Work that do not materially and adversely affect the Work, including the design, quality, performance, and workmanship required by the ContractDocuments. Such changes shall be affected by written order and shall be binding on the Cityand CM@Risk. The CM@Risk shall carry out such written orders promptly. 6.7.2.CM@Risk may make minor changes in Work, provided, however that CM@Risk shall promptlyinform City, in writing, of any such changes and record such changes, if appropriate, on theProject Record Documents maintained by CM@Risk. 6.7.3.Minor changes in Work will not involve an adjustment in the Contract Price and/or ContractTimes 6.8. Contract Price Adjustments 6.8.1. The increase or decrease in Contract Price resulting from a change in the Work shall bedetermined by one or more of the following methods: PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast 92Denton Neighborhood Area B (SED-B) DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 6.8.1.1 . 6.8.1.2. Unit prices set forth in the Agreement or as subsequently agreed to between the parties; A mutually accepted, lump sum, properly itemized and supported by sufficient substantiating data to permit evaluation by City; or 6.8.1 .3.Estimated cost of the Work, General Conditions Costs, if applicable, Construction Fee and tax. 6.8.2. 6.8.3. The markups that shall be allowed on such changes shall be no greater than fifteen percent (15%) If an increase or decrease cannot be agreed to as set forth in Subsections 6.8.1.1 through 6.8.1.3 above and City issues a Change Directive, the cost of the change of the Work shall bedetermined by the reasonable expense and savings in the performance of the Work resulting from the change, including a reasonable overhead and profit as shown in each GMP exhibit, asmay be set forth in the Agreement. CM@Risk shall maintain a documented, itemized accounting evidencing the expenses and savings associated with such changes. 6.8.4.If unit prices are set forth in the Contract Documents or are subsequently agreed to by the parties, but application of such unit prices will cause substantial inequity to City or CM@Risk because of differences in the character or quantity of such unit items as originally contemplated,such unit prices shall be equitably adjusted. 6.8.5.If City and CM@Risk disagree upon whether CM@Risk is entitled to be paid for any servicesrequired by City, or if there are any other disagreements over the scope of Work or proposed changes to the Work, City and CM@Risk shall resolve the disagreement pursuant to Article 8hereof 6.8.5.1 . 6.8.5.2. As part of the negotiation process, CM@Risk shall furnish City with a good faith estimate of the costs to perform the disputed services in accordance with City’s interpretations. If the parties are unable to agree and City expects the CM@Risk to perform the services inaccordance with City’s interpretations, CM@Risk shall proceed to perform the disputed services, conditioned upon City issuing a written order to CM@Risk (i) directing CM@Risk toproceed and (ii) specifying City’s interpretation of the services that are to be performed. 6.8.6.Emergencies. In any emergency affecting the safety of persons and/or property, CM@Riskshall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price and/or Contract Time resulting from emergency work under this Section shall bedetermined as provided in this Article. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)23 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 Article 7- Procedure for Payment 7.0.For and in consideration of the faithful performance of the Work herein embraced as set forth inthe Contract Documents, which are a part hereof and in accordance with the directions of theCity and to its satisfaction, the City agrees to pay the said CM@RISK the actual Cost of theWork and any applicable General Conditions Costs including, insurance and bonding, taxes, ifany, and the CM@Risk’s Construction Fee, but no more than the GMP as adjusted by anyChange Orders. Payment for the specific work under this Agreement will be made in accordancewith payment provisions detailed below. 7.1 . 7.1.1 . GMP Payment Request At the pre-construction conference prescribed in Section 2.4, CM@Risk shall submit for City’sreview and approval a schedule of values. The schedule of values will serve as the basis for monthly progress payments made to CM@Risk throughout the Work. 7.1 .2.At least five (5) working days prior to the date established for a Payment Request, the CM@Risk shall submit an updated Project Schedule and meet with the City’s Representative to review theprogress of the Work as it will be reflected on the Payment Request. 7.1.3.The Payment Request shall constitute CM@Risk’s representation that the Work has beenperformed consistent with the Contract Documents, has progressed to the point indicated in the Payment Request, and that all Work will pass to City free and clear of all claims, liens,encumbrances, and security interests upon the incorporation of the Work into the Project andpayment, therefore. 7.1.4. 7.1.4.1 . The Payment Request may request payment for stored equipment and materials if constructionprogress is in reasonable conformance with the approved Project Schedule. For equipment and materials suitably stored at the Site, the equipment and materials shall beprotected by suitable insurance and City shall receive the equipment and materials free andclear of all liens and encumbrances upon payment, therefore. 7.1.4.2.For materials and equipment stored off the Site and included in Payment Request, the City mustapprove the storage. The material and equipment must be stored within Denton County and beaccessible for City’s inspection. The CM@Risk must protect the City’s interest and shall include applicable insurance, bonding, storage, and transportation to the Site. 7.1.4.3.All bonds and insurance required for stored materials shall name the City as the loss payee tothe extent of its interest in the stored materials. 7.1.5. 7.1.6. CM@Risk shall submit payment requests to the City at the beginning of each month beginningwith the first month after the construction Notice to Proceed. With every Payment Request for the Work, CM@Risk will submit an affidavit stating that the CM@Risk has complied with the requirements of Chapter 2258, Texas Government Code. Theparties hereto agree that any electronic copy of such affidavit shall be treated as an original forall intents and purposes. 7.2. 7.2.1 . Payment of GMP City shall make payment in accordance with the provisions of this Contract and Chapter 2251of the Texas Government Code. Payment will be made no later than thirty (30) Days after the Payment Request is received by the City, but in each case less the total of payments previouslymade, and less amounts properly retained under Section 7.3 below. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)24 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 7.2.2.City shall pay CM@Risk all amounts properly due. If City determines that there is an error in thePayment Request and the CM@Risk is not entitled to all or part of a Payment Request, it willnotify CM@Risk in writing within twenty-one (21) Days after the date Payment Request isreceived by the City. The notice shall indicate the specific amounts City intends to withhold, thereasons and contractual basis for the withholding, and the specific measures CM@Risk musttake to rectify City’s concerns. CM@Risk and City will attempt to resolve City’s concerns. If the parties cannot resolve such concerns, CM@Risk may pursue its rights under the ContractDocuments, including those under Article 8 hereof. 7.3. 7.3.1 . 7.4. Retention on GMP City will retain five percent (5%) of each Payment Request amount provided. Substantial Completion. Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, City shall release to CM@Risk all retained amounts relating, as applicable,to the entire Work or substantially completed portion of the Work, less an amount of thereasonable value of all remaining or incomplete items of Work as noted in the Certificate ofSubstantial Completion . 7.5. 7.5.1 . Final Payment After receipt of a final Payment Request, City shall make final payment 30 days after the receiptby the City, provided that CM@Risk has completed all of the Work in conformance with theContract Documents and a Final Acceptance Letter has been issued by the City. 7.5.2. 7.5.2.1 . At the time of submission of its final Payment Request, CM@Risk shall provide the followinginformation An affidavit that there are no claims, obligations, or liens outstanding or unsatisfied for labor,services, material, equipment, taxes, or other items performed, furnished or incurred for or in connection with the Work which will in any way affect City’s interests; 7.5.2.2.A general release executed by CM@Risk waiving, upon receipt of final payment by CM@Risk,all claims, except those claims previously made in writing to City and remaining unsettled at the time of final payment; 7.5.2.3.Conditional waivers and releases executed by all Subcontractors; and 7.5.2.4. 7.6. 7.6.1 . Consent of CM@Risk’s surety, if any, to final payment (original with raised seal). Payments to Subcontractors or Suppliers CM@Risk shall pay its Subcontractors or suppliers within ten (10) Days of receipt of each progress payment from the City. The CM@Risk shall pay for the amount of Work performed ormaterials supplied by each Subcontractor or supplier as accepted and approved by the City witheach progress payment. In addition, any reduction of retention by the City to the CM@Risk shallresult in a corresponding reduction to Subcontractors or suppliers who have performedsatisfactory work. CM@Risk shall pay Subcontractors or suppliers the reduced retention withinten (10) Days of the payment of the reduction of the retention to the CM@Risk. No contractbetween CM@Risk and its Subcontractors and suppliers may materially alter the rights of anySubcontractor or supplier to receive prompt payment and retention reduction as provided herein . 7.6.2.If the CM@Risk fails to make payments in accordance with these provisions, the City may takeany one or more of the following actions and CM@Risk agrees that the City may take suchactions 7.6.2.1 .To hold the CM@Risk in default under this Agreement; PROJECT NO.2100014. CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)25 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 7.6.2.2.Withhold future payments including retention until proper payment has been made to Subcontractors or suppliers in accordance with these provisions; 7.6.2.3.Reject all future offers to perform work for the City from the CM@Risk for a period not to exceedone year from Substantial Completion date of this Project; or 7.6.2.4. 7.6.3. Terminate this Agreement. All funds paid to the CM@Risk are paid in trust and shall be used for payment of the Subcontractors and Suppliers who have performed work on the Project before the CM@Riskmay use any of the funds for any other purpose. Nothing in this provision shall prohibit theCM@Risk from withholding any funds in dispute or back charges or offsets under the provisionsof the Subcontract. The CM@R shall include a trust fund provision in each subcontract requiringthe subcontractor to hold any payment its receives in trust and to use them for payment of itssubcontractors and suppliers who have performed work on the Project before Subcontractormay use the funds for any other purpose. 7.6.4.Should the City fail or delay in exercising or enforcing any right, power, privilege, or remedyunder this Section, such failure or delay shall not be deemed a waiver, release, or modification of the requirements of this Section or of any of the terms or provisions thereof. 7.6.5. 7.7. 7.7.1 . CM@Risk shall include these prompt payment provisions in every subcontract, includingprocurement of materials and leases of equipment for this Agreement. Record Keeping and Finance Controls Records of the CM@Risk’s direct personnel payroll, reimbursable expenses pertaining to thisProject and records of accounts between the City and CM@Risk shall be kept on a generallyrecognized accounting basis and shall be available for three years after Final Acceptance of theProject 7.7.2.The City, its authorized representative, and/or the appropriate federal agency, reserve the rightto audit the CM@Risk’s records to verify the accuracy and appropriateness of all pricing data,including data used to negotiate Contract Documents and any Change Orders. Notwithstandingthe foregoing, the composition of any stipulated rates shall not be subject to audit. 7.7.3.The City reserves the right to decrease Contract Price and/or payments made on this Agreementif, upon audit of the CM@Risk’s records, the audit discloses the CM@Risk has provided false, misleading, or inaccurate cost and pricing data. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)26 DocuSign Envelope ID: 9A21BACF-887DJ+2E0-8F13-E5E75BF8CE54 Article 8- Claims and Disputes 8.0. 8.0.1 . Requests for Contract Adjustments and Relief. If either CM@Risk or City believes that it is entitled to relief against the other for any eventarising out of or related to the Contract, such party shall provide written notice to the other partyof the basis for its claim for relief. 8.0.2. 8.0.3. Such notice shall, if possible, be made prior to incurring any cost or expense and in accordancewith any specific notice requirements contained in applicable sections of the Agreement. In the absence of any specific notice requirement, written notice shall be given within areasonable time, not to exceed twenty-one (21) Days, after the occurrence giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition giving rise to the request, whichever is later. 8.0.4.Such notice shall include sufficient information to advise the other party of the circumstances giving rise to the claim for relief, the specific contractual adjustment or relief requested and the basis of such request. 8.1. 8.1.1 . Dispute Avoidance and Resolution The parties are fully committed to working with each other throughout the Project and agree toalways communicate regularly with each other so as to avoid or minimize disputes ordisagreements. If disputes or disagreements do arise, CM@Risk and City each commit to resolving such disputes or disagreements in an amicable, professional, and expeditious mannerso as to avoid unnecessary losses, delays and disruptions to the Work. 8.1.2. 8.1 .3. CM@Risk and City will first attempt to resolve disputes or disagreements at the field levelthrough discussions between CM@Risk’s Representative and City’s Representative. If a dispute or disagreement cannot be resolved through CM@Risk’s Representative and City’s Representative, CM@Risk's Senior Representative and City’s Senior Representative, upon therequest of either party, shall meet as soon as conveniently possible, but in no case later thanthirty (30) days after such a request is made, to attempt to resolve such dispute or disagreement. Prior to any meetings between the Senior Representatives, the parties will exchange relevantinformation that will assist the parties in resolving their dispute or disagreement. Should thiseffort be unsuccessful then the parties may proceed to take appropriate action to enforce any rights or obligations pursuant to the provisions of the Contract. 8.2.Duty to Continue Performance Unless provided to the contrary in the Contract Documents or as provided by statute, CM@Risk shall continue to perform the Work and City shall continue tosatisfy its payment obligations to CM@Risk, pending the final resolution of any dispute ordisagreement between CM@Risk and City. 8.3. 8.3.1 . 8.3.1.1 . Representatives of the Parties City’s Representatives City designates the City engineer or their designee as its Senior Representative (“City’s SeniorRepresentative"), which individual has the authority and responsibility for avoiding and resolvingdisputes under Subsection 8.1.3. 8.3.1.2. City designates the City’s project manager as its City’s Representative, which individual has the authority and responsibility set forth in Subsection 8.1.2. PROJECT NO.2100014, CONTRACT NO. 7714 Construction Manager at Risk for Southeast 27Denton Neighborhood Area B (SED-B) DocuSign Envelope ID: 9A21BACF-887D42EO-8F13-E5E75BF8CE54 8.3.2. 8.3.2.1 . CM@Risk’s Representatives CM@Risk designates the individual listed below as its Senior Representative (“CM@Risk’s Senior Representative”), which individual has the authority and responsibility for avoiding andresolving disputes under Subsection 8.1.3: David Wallace, P.E., Project Director 12001 N Central Expy, W+00 Dallas, TX 75243, (972) 991-5500 8.3.2.2.CM@Risk designates the individual listed below as its CM@Risk's Representative, whichindividual has the authority and responsibility set forth in Subsection 8.1.2: Riley Seahorn, Project Manager 12001 N Central Expy, #H00Dallas, TX 75243, (972) 991-5500 PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)28 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 Article 9 – SusDension and Termination 9.0. 9.0.1 . 9.0.2. City’s Right to Stop Work City may, at its discretion and without cause, order CM@Risk in writing to stop and suspend the Work. Such suspension shall not exceed one hundred and eighty (180) consecutive Days. CM@Risk may seek an adjustment of the Contract Price and/or Contract Time if its cost or time to perform the Work has been adversely impacted by any suspension or stoppage of Work byCity 9.1. 9.1 .1. Termination for Convenience Upon receipt of written notice to CM@Risk, City may, at its discretion and without cause, electto terminate this Agreement. In such event, City shall pay CM@Risk only the direct value of itscompleted Work and materials supplied as of the date of termination and the reasonable costs and expenses attributable to such termination. CM@Risk shall be entitled to profit and overhead on completed Work only but shall not be entitled to anticipated profit or anticipated overhead . 9.1 .2.If the City suspends the Work for 181 consecutive Days or more, such suspension shall bedeemed a termination for convenience. 9.1.3 Upon such termination, the CM@Risk shall proceed with the following obligations: 9.1.3.1 9.1 .3.2 9.1 .3.3 9.1.3.4 Stop Work as specified in the notice. Place no further subcontracts or orders. Terminate all subcontracts to the extent they relate to the Work terminated. Assign to the City all right, title and interest of the CM@Risk under the subcontracts terminated,in which case the City shall have the right to settle or to pay any termination settlement proposalarising out of those terminations. 9.1.3.5 Take any action that may be necessary for the protection and preservation of the propertyrelated to the Contract that is in the possession of the CM@Risk and which the City has or may acquire an interest. 9.1 .4 The CM@Risk shall submit complete termination inventory schedules no later than 120 Daysfrom the date of the notice of termination. 9.1.5 9.1.5.1 9.1.5.2 9.1.5.3 The City shall pay CM@Risk the following. The direct value of its completed Work and materials supplied as of the date of termination. The reasonable costs and expenses attributable to such termination. CM@Risk shall be entitled to profit and overhead on completed Work only but shall not beentitled to anticipated profit or anticipated overhead. If it appears the CM@Risk would havesustained a loss on the entire Work had it been completed, the CM@Risk shall not be allowedprofit and the City shall reduce the settlement to reflect the indicated rate of loss. 9.1 .6 9.2. The CM@Risk shall maintain all records and documents for three years after final settlement.These shall be maintained and subject to auditing as prescribed in Section 7.7. City’s Right to Perform and Terminate for Cause PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)29 DocuSign Envelope ID: 9A21BACF-887D-+2E0-8F13-E5E75BF8CE54 9.2.1 .If the City provides the CM@Risk with a written order to provide adequate maintenance of traffic,adequate cleanup, adequate dust control or to correct deficiencies or damage resulting from abnormal weather conditions, and the CM@Risk fails to comply in a time frame specified, theCity may have a portion of the Work included in the written order accomplished by other sources 9.2.2.If CM@Risk persistently fails to (i) provide a sufficient number of skilled workers, (ii) supply thematerials required by the Contract Documents, (iii) comply with applicable Legal Requirements, (iv) timely pay, without cause, Subconsultants and/or Subcontractors, (v) prosecute the Workwith promptness and diligence to ensure that the Work is completed within the Contract Times, as such times may be adjusted, or (vi) perform material obligations under the Contract Documents, then City, in addition to any other rights and remedies provided in the ContractDocuments or by law, shall have the rights set forth in Subsections 9.2.3 and 9.2.4 below. 9.2.3.Upon the occurrence of an event set forth in Subsection 9.2.2 above, City may provide writtennotice to CM@Risk that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) Days of CM@Risk's receipt of such notice. 9.2.3.1 .If CM@Risk fails to cure, or reasonably commence to cure, such problem, then City may give asecond written notice to CM@Risk of its intent to terminate within an additional seven (7) Dayperiod 9.2.3.2.If CM@Risk, within such second seven (7) Day period, fails to cure, or reasonably commenceto cure, such problem, then City may declare the Agreement terminated for default by providing written notice to CM@Risk of such declaration . 9.2.4.Upon declaring the Agreement terminated pursuant to Subsection 9.2.3.2 above, City may enterupon the premises and take possession, for the purpose of completing the Work, of all materials which have been purchased for the performance of the Work, all of which CM@Risk herebytransfers, assigns and sets over to City for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment andother items. 9.2.5.In the event of such termination, CM@Risk shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with theContract Documents. At such time, the CM@Risk will only be entitled to be paid for Workperformed and accepted by the City prior to its default. 9.2.6.If City’s cost and expense of completing the Work exceeds the unpaid balance of the ContractPrice, then CM@Risk shall be obligated to pay the difference to City. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs andexpense, including attorneys’ fees and expenses, incurred by City in connection with the reprocurement and defense of claims arising from CM@Risk’s default. 9.2.7.If City improperly terminates the Agreement for cause, the termination for cause shall beconverted to a termination for convenience in accordance with the provisions of Section 9.1. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)30 DocuSign Envelope ID: 9A21BACF-887Ddj2E0-8F13-E5E75BF8CE54 Article 10 - Insurance and Bonds 10.0. 10.0.1 Insurance Requirements CM@Risk and Subcontractors shall procure and maintain until all of their obligations under this agreement have been discharged, including until any warranty periods under this Agreementare satisfied, insurance against claims for injury to persons or damage to property that may arisefrom or in connection with the performance of the Work hereunder by the CM@Risk, their agents, representatives, employees or Subcontractors. 1 0.0.2 10.0.3 The insurance requirements herein are minimum requirements for this Agreement and in no waylimit the indemnity covenants contained in this Agreement. The City in no way warrants that the minimum limits contained herein are sufficient to protectthe CM@Risk from liabilities that might arise out of the performance of the Work under thisAgreement by the CM@Risk, their agents, representatives, employees, or subcontractors. CM@Risk is free to purchase such additional insurance as may be determined necessary. 10.1 10.1.1 Minimum Scope and Limits of Insurance. CM@Risk shall provide coverage with limits ofliability not less than those stated below: Commercial General Liability – Occurrence FormPolicy shall include bodily injury, property damage, broad form contractual liability and XCU coverage.• General Aggregate/for this Project • Products – Completed Operations Aggregate • Personal and Advertising Injury• Each Occurrence $2,000,000/$1 ,000,000 $1 ,000,000 $1 ,000,000 $1 ,000,000 The policy shall be endorsed to include the following additional insured language: “The City ofDenton, its Officials, and Employees shall be named as an additional insured with respectto liability arising out of the activities performed by, or on behalf of the CM@Risk. Thispolicy shall provide a blanket waiver of subrogation in favor of the City of Denton. A copyof the endorsement or other policy provisions naming the City as an additional insuredto the insurance policy and providing a blanket waiver of subrogation in favor of the Cityof Denton, its Officials, and Employees shall be attached to the certificate of insurance.” 10.1 .2 Automobile Liability - Bodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of this Agreement.Combined Single Limit (CSL) $1,000,000 The policy shall be endorsed to include the following additional insured language: “The City ofDenton, its Officials, Employees, and Volunteers shall be named as an additional insuredwith respect to liability arising out of the activities performed by, or on behalf of the CM@Risk, including automobiles owned, leased, hired or borrowed by the CM@Risk Thispolicy shall provide a blanket waiver of subrogation in favor of the City of Denton. A copyof the endorsement or other policy provisions naming the City as an additional insured to the insurance policy and providing a blanket waiver of subrogation in favor of the Cityof Denton, its Officials, and Employees shall be attached to the certificate of insurance.” 10.1.3 Workers’ Compensation and Employers’ LiabilityWorkers' Compensation Employers’ LiabilityEach Accident Disease - Each Employee Disease – Policy Limit Statutory $100,000 $100,000 $500,000 PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)31 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE91 This policy shall provide a blanket waiver of subrogation in favor of the City of Denton. Acopy of the endorsement or other policy provisions providing a blanket waiver ofsubrogation in favor of the City of Denton, its Officials, and Employees shall be attached tothe certificate of insurance.” 10.1 .4 Builders’ Risk Insurance or Installation Floater In an amount equal to the initial Contract Price plus additional coverage equal to ContractPrice for all subsequent Amendments and/or Change Orders. 10.1.4.1 The City of Denton, its Officials, and Employees, the CM@Risk, and Subcontractors, shall be named as Additional Insureds on the policy. IC).1.4.2 Coverage shall be written on an all risk, replacement cost basis and shall include coveragefor flood and earth movement. 10.1.4.3 Policy shall be maintained until whichever of the following shall first occur: (i) final payment hasbeen made; or, (ii) until no person or entity, other than the City of Denton, has an insurableinterest in the property required to be covered. 10.1.4.4 10.1.4.5 Policy shall be endorsed such that the insurance shall not be canceled or lapse because of anypartial use or occupancy by the City. Policy must provide coverage from the time any covered property becomes the responsibility of the CM@Risk, and continue without interruption during construction, renovation, or installation,including any time during which the covered property is being transported to the constructioninstallation site, or awaiting installation, whether on or off site. 10.1 .4.6 This policy shall provide a blanket waiver of subrogation in favor of the City of Denton.A copy of the endorsement or other policy provisions naming the City as an additionalinsured to the insurance policy and providing a blanket waiver of subrogation in favor ofthe City of Denton, its Officials, and Employees shall be attached to the certificate ofinsurance.I’ 10.1.4.7 IO.2 CM@Risk is responsible for the payment of all policy deductibles. Additional Insurance Requirements. The policies shall include, or be endorsed to include thefollowing provisions: 10.2.1 On insurance policies where the City of Denton is named as an additional insured, the City ofDenton shall be an additional insured to the full limits of liability purchased by the CM@Risk even if those limits of liability are in excess of those required by this Agreement. 10.2.2 The CM@Risk’s insurance coverage shall be primary insurance and non-contributory withrespect to all other available sources. 10.2.3 10.3 Coverage provided by the CM@Risk shall not be limited to the liability assumed under theindemnification provisions of this Agreement. Notice of Cancellation. Each insurance policy required by the insurance provisions of this Agreement shall provide the required coverage and shall not be suspended, voided, canceled,reduced in coverage, materially changed, or endorsed to lower limits except after thirty (30) Days prior written notice has been given to the City. Such notice shall be sent directly to the CitySenior Representative and shall be sent by certified mail, return receipt requested. 10.4 Acceptability of Insurers. Insurance is to be placed with insurers duly licensed or approvedunlicensed companies in the state of Texas and with an “A.M. Best” rating of at least A or better. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)32 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEWI The City in no way warrants that the above-required minimum insurer rating is sufficient to protect the CM@Risk from potential insurer insolvency. 10.5 10.5.1 Verification of Coverage CM@Risk shall furnish the City with certificates of insurance (ACORD form or equivalent approved by the City) as required by this Agreement. The certificates for each insurance policyare to be signed by a person authorized by that insurer to bind coverage on its behalf. 10.5.2 All certificates and endorsements are to be received and approved by the City before Workcommences. Each insurance policy required by this Agreement must be in effect at or prior tocommencement of Work under this Agreement and remain in effect for the duration of theProject. Failure to maintain the insurance policies as required by this Agreement or to provideevidence of renewal is a material breach of the contract. 10.5.3 All certificates required by this Agreement shall be sent directly to City's Senior Representative. The City project/contract number and project description shall be noted on the certificate ofinsurance. The City reserves the right to require complete, certified copies of all insurancepolicies required by this Agreement at any time. DO NOT SEND CERTIFICATES OFINSURANCE TO THE CITY’S RISK MANAGEMENT DIVISION. 10.5.4 If the Certificate of Insurance reflecting policy coverage and cancellation notice does notconform to the City’s requirements, the CM@Risk must: • Submit a current insurance certificate (dated within 15 Days of the Payment Requestsubmittal) with each Payment Request form. The Payment Request will be rejected ifthe insurance certificate is not submitted with the Payment Request. 10.6 Subcontractors. CM@Risk’s certificate(s) shall include all Subcontractors as additionalinsureds under its policies or CM@Risk shall furnish to the City separate certificates and endorsements for each Subcontractor. All coverages for Subcontractors shall be subject to the minimum requirements identified above. 10.7 Approval. Any modification or variation from the insurance requirements in this Contract shall be made by the Law Department, whose decision shall be final. Such action will not require aformal Contract amendment but may be made by administrative action. 10.8 10.8.1 Bonds and Other Performance Security. Prior to execution of this Agreement, the CM@Risk must provide a performance bond and alabor and materials bond, each in an amount equal to the total contract price of the GMP setforth in this Agreement. In addition to any criteria set forth in this provision, the performance andpayment bonds must comply with all requirements of Chapter 2253 of the Texas GovernmentCode 10.8.2 Each such bond shall be executed by a surety company or companies holding a Certificate ofAuthority to transact surety business in the state of Texas, issued by the Director of the TexasDepartment of Insurance. A copy of the Certificate of Authority shall accompany the bonds. TheCertificate shall have been issued, updated, or certified within two years prior to the execution of this Agreement. 10.8.3 10.8.4 The bonds shall be made payable and acceptable to the City of Denton. The bonds shall be written or countersigned by an authorized representative of the surety whois either a resident of the state of Texas or whose principal office is maintained in this state, as by law required, and the bonds shall have attached thereto a certified copy of Power of Attorneyof the signing official. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)33 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 10.8.5 Upon the request of any person or entity appearing to be a potential beneficiary of bondscovering payment of obligations arising under the Contract Documents, the CM@Risk shallpromptly furnish a copy of the bonds or shall permit a copy to be made. 10.8.6 All bonds submitted for this project shall be provided by a company which has been rated AMBest rating of “A- or better for the prior four quarters” by the A.M. Best Company. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)34 DocuSign Envelope ID: 9A21BACF-887D-42E0-8F13-E5E75BF8CE54 Article 11 - Indemnification 11.1 11.1.1 CM@Risk’s General Indemnification. CM@Risk agrees to indemnify and save harmless the City of Denton, its officers, agentsand employees, and any jurisdiction or agency issuing permits for any work included inthe Project, their officers, agents and employees, hereinafter referred to as indemnitee,from all suits and claims, including attorney’s fees and cost of litigation, actions, loss,damage, expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of the Contract Documents or on account of any act, claimor amount arising or recovered under worker’s compensation law or arising out of thefailure of the CM@Risk to conform to any statutes, ordinances, regulation, law or courtdecree, provided that such indemnification obligation shall not apply to the extent suchsuits, claims, losses and expenses arise from the negligence or willful misconduct of anindemnitee. It is agreed that the CM@Risk will be responsible for primary lossinvestigation, defense, and judgment costs where this contract of indemnity applies. Inconsideration of the award of this Contract, the CM@Risk agrees to waive all rights ofsubrogation against the City, its officers, officials, agents and employees for losses arising from the work performed by the Contractor for the City. PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED.B)35 DocuSign Envelope ID= 9A21BACF-887D42E0-8F13-E5E75BF8CE91 Article 12 - General Provisions 12.1 12.1.1 Contract Documents Contract Documents are as defined in Article 1 . This Agreement, Plans, Standard Specificationsand Details, Special Provisions, Addenda (if any) and used as the basis for the GuaranteedMaximum Price Proposal; GMP, Performance Bond, Payment Bond, Certificates of Insurance,Construction Documents and Change Orders (if any) are by this reference made a part of this Agreement to the same extent as if set forth herein in full. 12.1.2 The Contract Documents are intended to permit the parties to complete the Work and allobligations required by the Contract Documents within the Contract Times for the Contract Price.The Contract Documents are intended to be complementary and interpreted in harmony so asto avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. 12.1 .3 In the event of any inconsistency, conflict, or ambiguity between or among the ContractDocuments, the Contract Documents shall take precedence in the order in which they are listedin the definition of Contract Documents in Article 1. 12.1.3.1 On the drawings, given dimensions shall take precedence over scaled measurements, and large-scale drawings over small-scale drawings. 12.1 .3.2 12.1 .3.3 Specifications take precedence over Plans. In the event of any inconsistency, conflict, or ambiguity between the Contract Documents andthe Design Phase Contract, the Contract Documents take precedence over the Design PhaseContract 12.1 .4 The headings used in this Agreement, or any other Contract Documents, are for ease ofreference only and shall not in any way be construed to limit or alter the meaning of any provISIon. 12.1 .5 The Contract Documents form the entire agreement between City and CM@Risk and byincorporation herein are as fully binding on the parties as if repeated herein. No oralrepresentations or other agreements have been made by the parties except as specificallystated in the Contract Documents. 12.2 12.3 12.4 Amendments. The Contract Documents may not be changed, altered, or amended in any wayexcept in writing signed by a duly authorized representative of each party. Time is of the Essence. City and CM@Risk mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents. Mutual Obligations. City and CM@Risk commit at all times to cooperate fully with each otherand proceed on the basis of trust and good faith, to permit each party to realize the benefitsafforded under the Contract Documents. 12.5 Cooperation and Further Documentation. The CM@Risk agrees to provide the City suchother duly executed documents as shall be reasonably requested by the City to implement theintent of the Contract Documents. 12.6 Assignment. Neither CM@Risk nor City shall, without the written consent of the other assign,transfer or sublet any portion of this Agreement or part of the Work or the obligations required by the Contract Documents. 12.7 Successorship. CM@Risk and City intend that the provisions of the Contract Documents are PROJECT NO.2100014, CONTRACT NO. 7714,Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B)36 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 binding upon the parties, their employees, agents, heirs, successors and assigns. 12.8 Third Party Beneficiary. Nothing under the Contract Documents shall be construed to give anyrights or benefits in the Contract Documents to anyone other than the City and the CM@Risk,and all duties and responsibilities undertaken pursuant to the Contract Documents will be for thesole and exclusive benefit of City and the CM@Risk and not for the benefit of any other party. 12.9 Governing Law. The Agreement and all Contract Documents shall be deemed to be madeunder and shall be construed in accordance with and governed by the laws of the State of Texaswithout regard to the conflicts or choice of law provisions thereof. Any action to enforce anyprovision of this Contract or to obtain any remedy with respect hereto shall be brought and triedin the district courts of Denton County, Texas, and for this purpose, each party hereby expresslyand irrevocably consents to the sole and exclusive jurisdiction and venue of such Court with the City consenting only to the extent allowed by statute and otherwise reserving all rights anddefenses 12.10 Severability. If any provision of the Contract Documents or the application thereof to any personor circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of theContract Documents and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 12.11 Compliance with Federal Laws. CM@Risk understands and acknowledges the applicability ofthe American with Disabilities Act, the Immigration Reform and Control Act of 1 986 and the Drug Free Workplace Act of 1989 to it. The CM@Risk agrees to comply with these laws, as well asany other federal laws that may apply, in performing the Contract Documents and to permit theCity to verify such compliance. 12.12 Legal Requirements. CM@Risk shall perform all Work in accordance with all LegalRequirements and shall provide all notices applicable to the Work as required by the LegalRequirements. It is not the CM@Risk’s responsibility to ascertain that the ConstructionDocuments are in accordance with applicable laws, statutes, ordinances, building codes, rulesand regulations. However, if the CM@Risk recognizes that portions of the ConstructionDocuments are at variance therewith, the CM@Risk shall promptly notify the Design Professional and City in writing, describing the apparent variance or deficiency. 12.13 Fair Treatment of Workers. The CM@Risk shall keep fully informed of all Federal and Statelaws, County and City ordinances, regulations, codes and all orders and decrees of bodies ortribunals having any jurisdiction or authority, which in any way affect the conduct of the work.They shall at all times observe and comply with all such laws, ordinances, regulations, codes, orders and decrees; this includes, but is not limited to laws and regulations ensuring fair andequal treatment for all employees and against unfair employment practices, including OSHA andthe Fair Labor Standards Act (FLSA). The CM@Risk shall protect and indemnify the City andits representatives against any claim or liability arising from or based on the violation of such,whether by himself or his employees. 12.14 Independent Contractor. The CM@Risk is and shall be an independent contractor. Any provisions in the Contract Documents that may appear to give the City the right to direct theCM@Risk as to the details of accomplishing the Work or to exercise a measure of control overthe Work means that the CM@Risk shall follow the wishes of the City as to the results of theWork only. These results shall comply with all applicable laws and ordinances. 12.15 Survival. All warranties, representations, and indemnifications by the CM@Risk shall survivethe completion or termination of this Agreement. PROJECT NO.2100014. CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)37 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 12.16 Covenant Against Contingent Fees. The CM@Risk warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understandingfor a commission, percentage, brokerage, or contingent fee, and that no member of the CityCouncil, or any employee of the City of Denton has any interest, financially, or otherwise, in thefirm. For breach or violation of this warrant, the City of Denton shall have the right to annul thisAgreement without liability, or at its discretion to deduct from the Contract Price or consideration, the full amount of such commission, percentage, brokerage, or contingent fee. 12.17 No Waiver. The failure of either party to enforce any of the provisions of the Contract Documentsor to require performance of the other party of any of the provisions hereof shall not be construedto be a waiver of such provisions, nor shall it affect the validity of the Contract Documents orany part thereof, or the right of either party to thereafter enforce each and every provision. 12.18 12.18.1 Notice. Unless otherwise provided, any notice, request, instruction, or other document to be given underthis Agreement by any party to any other party shall be in writing and shall be delivered in personor by courier or mailed by certified mail, postage prepaid, return receipt requested or by e-mail;provided however, that e-mail shall not be a permissible method of delivery for any notice,request, instruction or other document that requires execution by both parties, and shall bedeemed given upon (a) confirmation of receipt of an e-mail transmission,(b) confirmed deliveryby hand or standard overnight mail, or (c) upon the expiration of three (3) business days afterthe day mailed by certified mail, as follows: to CM@Risk: McCarthy Building Companies, Inc. Ann: David Wallace, P.E., Project Director12001 N Central Expy, P+00Dallas, TX 75243, (972) 991-5500 to City: Materials ManagementATTN: Contract 7714; Purchasing Manager901 b Texas StreetDenton, Texas 76209 purchasing@cityofdenton.com With a Copies to: City Attorney215 E. McKinney StreetDenton, Texas 76201 legal@cityofdenton.com Seth Garcia401 N. ElmDenton, Texas 76201 Seth.garcia@cityofdenton.com or to such other place and with such other copies as either Party may designate as to itself bywritten notice to the other Party. Rejection, any refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of thePROJECT NO.2100014. CONTRACT NO. 7714Construction Manager at Risk for Southeast ,,Denton Neighborhood Area B (SED-B) DocuSign Envelope ID: 9A21BACF-887Dz12E0-8F13-E5E75BF8CEB+ notice as of the date of such rejection, refusal, or inability to deliver. 12.18.2 Notices Related to Payment, Securities-in-lieu, Bonds. Any notice, request, instruction, orother document to be given under this Agreement by any party to any other party related to payment, securities-in-lieu, bonds, or other instrument securing the performance of thisAgreement, including but not limited to, bid bonds, performance bonds, payment bonds or letters of credit, shall be in writing and shall be delivered in person or by courier or facsimile transmission or mailed bycertified mail, postage prepaid, return receipt requested and shall be deemed given upon (a)confirmation of receipt of a facsimile transmission, (b) confirmed delivery by hand or standardovernight mail or (c) upon the expiration of three (3) business days after the day mailed bycertified mail, as follows: to Contractor: McCarthy Building Companies, Inc. Attn: David Wallace, P.E., Project Director 12001 N Central Expy, #100Dallas, TX 75243, (972) 991-5500 to City: Materials ManagementATTN: Contract 7714; Purchasing Manager901 b Texas Street Denton. Texas 76209 purchasing@cityofdenton.com With a Copies to: City Attorney215 E. McKinney StreetDenton, Texas 76201 legal@cityofdenton.com Seth Garcia401 N. Elm Denton. Texas 76201 Seth.garcia@cityofdenton.com or to such other place and with such other copies as either Party may designate as to itself bywritten notice to the other Party. Rejection, any refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of thenotice as of the date of such rejection, refusal, or inability to deliver. 12.19 Equal Opportunity/Affirmative Action 12.19.1 The CM@Risk shall comply with the provisions of this Agreement, and the requirements of state,federal, and local law and regulation, pertaining to discrimination and accepting applications orhiring employees. The CM@Risk shall not discriminate against any worker, employee orapplicant, or any member of the public, because of race, color, religion, gender, national origin, age, or disability nor otherwise commit an unfair employment practice. The CM@Risk will takeaffirmative action to ensure that applicants are employed, and employees are dealt with duringemployment, without regard to their race, color, religion, gender or national origin, age, or PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)39 DocuSign Envelope ID: 9A21BACF-887D-+2E0-8F13-E5E75BF8CE54 disability. Such action shall include but not be limited to the following: employment, promotion, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship as well asall other labor organizations furnishing skilled, unskilled, and union labor, or who may performany such labor or services in connection with this Agreement. The CM@Risk further agrees that this clause willbe incorporated in all subcontracts, job-consultant contracts of this Contract entered into by theCM@Risk. 12.19.2 The City extends to each individual, firm, vendor, supplier, contractor, and Subcontractor anequal economic opportunity to compete for City business and strongly encourages voluntaryutilization of Disadvantaged and/or Minority-owned or Woman-owned business to reflect boththe industry and community ethnic composition. 12.19.3 The following two paragraphs apply to the CM@Risk named herein and shall appear in allcontracts between the CM@Risk and any and all Subcontractors who are employed on thisProject. The CM@Risk further agrees that the two paragraphs will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled, and union labor, or whomay perform any such labor or services in connection with this contract. “Any Party (Subcontractor), in performing under this contract, shall not discriminate against anyworker, employee or applicant, or any member of the public, because of race, color, religion,gender, national origin, age or disability nor otherwise commit an unfair employment practice. The Party (Subcontractor) will take affirmative action to ensure that applicants are employed,and employees are dealt with during employment without regard to their race, color, religion,gender or national origin, age or disability. Such action shall include, but not be limited to thefollowing: employment, promotion, demotion or transfer; recruitment or recruitment advertising;layoff or termination; rate of pay or other forms of compensation; and selection for training;including apprenticeship.” 12.20 12.20.1 Confidentiality of Plans & Specifications Any plans or specifications you receive regarding this Project are for official use only. You maynot share them with others except as required to fulfill the obligations of your Contract with theCity 12.20.2 All Record Documents, Shop Drawings and other plans or drawings prepared or submitted bythe CM@Risk shall include the following language: "These plans are for official use only andmay not be shared with others except as required to fulfill the obligations of your contract withthe City of Denton”. 12.21 Hazardous Materials 12.21 .1 Unless included in the Work, if the CM@Risk encounters onsite material which they reasonably believe to contain asbestos, polychlorinated biphenyl (PCB), or other hazardous substances ormaterials regulated by Public Health Laws, they shall immediately stop work and report thecondition to the City. 12.21 .2 If the material is found to contain asbestos, PCB or other hazardous substances or materials regulated by Public Health Laws, the CM@Risk shall not resume work in the affected area untilthe material has been abated or rendered harmless. The CM@Risk and the City may agree, inwriting, to continue work in non-affected areas onsite. 12.21.3 An extension of Contract Time may be granted in accordance with Article 6. 12.21.4 The CM@Risk will comply with all applicable laws/ordinances and regulations and take allappropriate health and safety precautions upon discovery. PROJECT NO.2100014, CONTRACT NO. 7714 Construction Manager at Risk for Southeast anDenton Neighborhood Area B (SED-B) DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEWI 12.22 Traffic Control. CM@Risk will comply with all provisions of the then current Manual on UniformTraffic Control Devices and any other traffic control provisions as may be provided in thetechnical specifications. 12.23 Immigration Nationality Act. CM@Risk shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the EmploymentEligibility Verification Form (1-9). Upon request by City, CM@Risk shall provide City with copiesof all 1-9 forms and supporting eligibility documentation for each CM@Risk employee whoperforms work under this Agreement. CM@Risk shall adhere to all federal and state laws aswell as establish appropriate procedures and controls so that no services will be performed byany CM@Risk employee who is not legally eligible to perform such services. CM@RISK SHALLINDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, ORLOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CM@Risk’s EMPLOYEES. City,upon written notice to CM@Risk, shall have the right to immediately terminate this Agreementfor violations of this provision by CM@Risk. 12.24 Prohibition on Contracts with Companies Boycotting Israel. CM@Risk acknowledges thatin accordance with Chapter 2271 of the Texas Government Code, City is prohibited fromentering into a contract with a company for goods or services unless the contract contains awritten verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have themeanings ascribed to those terms in Section 808.001 of the Texas Government Code. Bysigning this agreement, CM@Risk certifies that CM@Risk's signature provides writtenverification to the City that CM@Risk: (1) does not boycott Israel; and (2) will not boycott Israelduring the term of the agreement. Failure to meet or maintain the requirements under thisprovision will be considered a material breach. 12.25 Prohibition on Contracts with Companies Boycotting Certain Energy Companies. CM@Risk acknowledges that in accordance with Chapter 2274 of the Texas Government Code,City is prohibited from entering into a contract with a company for goods or services unless thecontract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms“boycott energy company” and “company" shall have the meanings ascribed to those terms inSection 809.001 of the Texas Government Code. By signing this agreement, CM@Risk certifies that CM@Risk’s signature provides written verification to the City that CM@Risk: (1) does notboycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considereda material breach. 12.26 Prohibition on Contracts with Companies Boycotting Certain Firearm Entities andFirearm Trade Associations. CM@Risk acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a companyfor goods or services unless the contract contains written verification from the company that it(1 ) does not have a practice, policy, guidance, or directive that discriminates against a firearmentity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearmentity or firearm trade association,” “firearm entity” and "firearm trade association" shall have themeanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signingthis agreement, CM@Risk certifies that CM@Risk’s signature provides written verification to theCity that CM@Risk: (1 ) does not have a practice, policy, guidance, or directive that discriminatesagainst a firearm entity or firearm trade association; and (2) will not discriminate during the termof the contract against a firearm entity or firearm trade association. Failure to meet or maintainthe requirements under this provision will be considered a material breach. 12.27 Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization. Sections 2252 and 2270 of the Texas Government Code restricts CITYfrom contracting with companies that do business with Iran, Sudan, or a foreign terrorist PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)41 DocuSign Envelope ID: 9A21BACF-887Dzt2E0-8F13-E5E75BF8CEU+ organization. By signing this agreement, CM@Risk certifies that CM@Risk’s signature provideswritten verification to the City that CM@Risk, pursuant to Chapters 2252 and 2270, is notineligible to enter into this agreement and will not become ineligible to receive payments underthis agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failureto meet or maintain the requirements under this provision will be considered a material breach. 12.28 Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies. The City of Denton may terminate this Contract immediately without anyfurther liability if the City of Denton determines, in its sole judgment, that this Contract meets therequirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or themajority of stock or other ownership interest of the company is held or controlled by individualswho are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directlycontrolled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. This Contract will be in full force and effect only when it has been approved and executed by the duly authorized City officials. IN WITNESS WHEREOF, the parties hereto have executed this Contract on 11/15/2022 CM@RISK MCCARTHY BUILDING COMPANIES, INC „‘ CITY OF DENTON, TEXAS Title: Sr . vice PresIdent CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARYTHIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms.'DocuSigned by: BY: I RaH B&t IC5CA8C5EI 75493 Rebecca Di vi ney PRINTED NAME Di rector of Caplta1 Projects/City Engineer TITLE APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Caplta1 Projects Engineering DEPARTMENT PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B)42 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 EXHIBIT A: SITE DESCRIPTION The City of Denton’s 2019 Street Reconstruction Bond Southeast Denton Neighborhood Area B project includes the work as described as in Exhibit B-1 , on the following streets: Austin Avenue S Bailey St.Bradshaw St Collins Crawford E. Highland W. Highland Industrial Maddox Maple Mulberry MyrtlePierce Prairie Smith E. Sycamore Wainwright Southeast Denton Neighborhood Area B (SED-B) Exhibit B - Approved GMP SEPTEMBER 27, 2022 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE 12001 N. Central Expressway, Suite 400, Dallas, Texas 75243 p 972-991-5500 1 r 972-991-9249 mccarthy.com September 27, 2022 City of Denton Purchasing Manager – File 7714901 B Texas Street Denton, TX 76201 RE: SED-B-GMP Package Dear Mr. Garcia, McCarthy Building Companies, Inc. is pleased to submit the Guaranteed Maximum Price (GMP) for the SED-B Project dated September 27, 2022. Our price proposal is inclusive of the work included within the following documents as well as the subsequent clarifications contained within this proposal » McCarthy Front End Documents Advertised 8/1 5/2022» Addendum #1 , #2, and #3 » Construction Plans for SED-B Improvements – 90% Submittal by Kimley Horn » 90% SpecifIcations – Provided by Kimley Horn on 9/2/2022» City of Denton Standard Construction SpecifIcations – Effective January 1 , 2022» Post Bid Subcontractor ClarifIcations McCarthy’s total not to exceed proposal for GMP is $21,014,409.00 This price proposal is predicated uponutilization of all subcontractors and suppliers as recommended by McCarthy, including the use of McCarthy as a self-perform subcontractor on indicated work packages, for the lump sum pricing as indicated in the attached GMP Recap Sheet. Attached for your review is a GMP recap sheet, with a detailed breakdown of general conditions, project clarifIcations concerning our pricing proposal, bid evaluation ratings, an updated construction management plan, constructability and biddability review comments, value engineering comments, contingency and escalation plan, and project schedule, Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to the successful completion of this important project together. Sincerely. Colleen MartindaleSenior Preconstruction Director McCarthy Building Companies, Inc Cc Nate Kowalis, Senior Vice President of Operations Jeremy Shaw, Vice President, Preconstruction Matt Schrodel, Vice President, Operations Dave Wallace, Project DirectorBrent Anderson. FN I Colton Hermes, Kirnley-Horn DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 MANAGEMENT PLAN The following Construction Management Plan contains insightful information regarding the construction phaseof the project. This document will be used as a tool to lay the groundwork for preconstruction and constructionactivities. It will also be updated and expounded upon as adjustments and refInements to the construction process take place. A. PROJECT MILESTONES AND PROJECT SCHEDULE The project schedule has been developed through a series of meetings involving key stakeholders to determinetarget dates for the design and construction phases of the project. The design phase schedule is centered around the major milestones of 30%, 60%, 90%, and IFC plans and specifIcations which drive the associatedactivities that make up the Integrated Design Phase Schedule. This schedule takes into consideration the timerequired to complete reviews and approvals at each milestone. The team determined that the best option to achieve the GMP was to advertise the project for subcontract award using the available 60% documents, and then to issue the 90% documents via addendum. This allowed the team to maintain target dates for construction and help to eliminate risk carried in subcontractor’s numbers. The construction schedule has been incorporated with the design schedule for a fully integrated and dynamic representation of the project duration that accurately shows the impact of activities. The overall sequence ofconstruction includes three groups of crews that progress throughout the SED-B neighborhood starting with utility installation, followed by subgrade improvements, flatwork, and asphalt pavement. There is a WBS perstreet phase, as shown in the Construction Drawings, which provides details on the work needed. Efforts have been made to showcase the intent to fInish all utility work on a particular street prior to moving to the next street to minimize impact to residents, businesses, and the traveling public. Roadwork will follow in a similar fashion,with demolition and pavement crews working in a linear fashion as they move to each street. As the work on a street is completed, a punch list of outstanding items will be generated, and the street will be closed out. A phasing plan is shown below. Our proposed GMP schedule is based upon 90% plans and feedback from recommended subcontractors. The construction phase baseline schedule will be fInalized after the 100% plans are completed and fInal feedbackfrom selected Work Category Subcontractors is incorporated. The team continues to work with the City ofDenton to assess franchise utility impacts related to street sequencing, specifIcally for ATMOS Energy. At this time, the team anticipates that Group 1 will begin in Phase 1, allotting time (6-9 months as indicated) for ATMOSto complete their scope prior to reaching Myrtle St. This will give ATMOS time to install and pressurize their lines prior to the utility crews mobilizing into this zone, if necessary, we will shift Group 1 focus to other areas of theproject while waiting on ATMOS, and come back at a later date with multiple crews to fInish the areas betweenElm and Carroll. We may also move forward with underground utility work in some areas and then reopen the roadway until ATMOS can fInish their work. This will be dependent on conflicts, which will be known once the ATMOS design work is completed. , }}’4: GROUP DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 Major construction milestone dates are as follows (please reference the full schedule provided later in this document): MILESTONE DATES > September 27, 2022 - McCarthy Submits GMP to City of Denton » November 29, 2022 – NTP Expected» April 1, 2024 - Anticipated Substantial Completion » April 26, 2024 – Anticipated Final Completion Performance Period: 489 Calendar Days B. INVESTIGATIONS. IF ANY. TO BE UNDERTAKEN TO ASCERTAIN SUBSURFACE CONDITIONSAND PHYSICAL CONDITIONS OF EXISTING SURFACE AND SUBSURFACE FACILITIES AND UNDERGROUND UTILITIES During preconstruction, three site walks were conducted to ascertain specifIC information on every block of every street included in this project. In addition to this, subsurface mapping has been conducted to verify the location of existing utilities. This, along with other engineer and owner supplied information, has been considered for the development of the plans associated with construction tasks. Additionally, McCarthy Mapping performed quality level A (QLA) services to determine the three-dimensional location of utilities at the intersections below. A conflict analysis report identifIed three communication andone natural gas discrepancy. This report was provided along with a plan sheet of the utilities to capture these developments.Carroll Blvd. & Maple St.Dallas Dr. & Smith St E. Collins St U.S. Route 377 W. Collins St. & Myrtle St. Considering that there is still uncertainty about the exact conditions of subsurface environments, once construction begins, exploratory tasks will be conducted prior to starting work on each street. One example that arose during the constructability reviews was at Maddox at STA. 1 +60 where two trees noted for removal overlap an underground communication line. Potholing for further verifIcation of existing lines, confIrmation of tie-inlocations, etc. will be performed at this and other noted areas. Any new information found will be documented accordingly for record-keeping purposes. C. ALTERNATE STRATEGIES FOR FAST-TRACKING AND/OR PHASING THE CONSTRUCTION Building a schedule and sequencing plan that includes input from the community, stakeholders, and keysubcontractors will provide a phasing plan that works to the best interest of these parties, while also allowing construction to progress in a strategic manner. The alternatives below represent additional options for fast- tracking the construction progress. DocuSign Envelope ID: 9A21BACF-887D212E0-8F13-E5E75BF8CE54 E. PERMITTING STRATEGY Permits anticipated for this project following: 1 . City of Denton• Clear and Grade • Tree Removal • ESA Compliance Review2. Railroad ROW 3. TCEQ• SWPPP 4. TxDOT ROW Early GMP Considerations: in order to save time, theteam proposed an early project GMP based on the60% documents. A major concern was extra layers of contingency carried by major subcontractors due to incomplete plans, in addition to market volatility.The project team weighed all options and elected to engage subcontractors and advertise the project with60% documents and updated the solicitation with90% documents when they became available, thusmaintaining a schedule close to the original timeline, and allowing subcontractors to utilize nearly complete project documents. include the F. SAFETY AND TRAINING PROGRAMS An extensive and in-depth site-specifIC safety plan will be developed for this project. In additionto housing general information about safety expectations and procedures, an appendix containing applicable forms and permits will beincluded. The Site SpecifIC Safety Plan A3, thatprovides a one page summary of key informationrelated to the project, such as safety goals,anticipated challenges, and solutions, contact information for key personnel, site rules, and a site map. Supplemental plans for major and high-risk operations will be created as well. The Site-SpecifIC Safety Plan A3 is provided with this submittal. Reduction of Subgrade Depth: The use of a thinner layerof flex base would allow for faster placement of thematerial. Limited Notice to Proceed: Given the volatility of themarket and increase in lead times for available materials, the use of a Limited Notice to Proceed can expedite the procurement process by allowing subcontractors to begin submittals and material procurement while the project awaits City Council approval. D. THE NUMBER OF SEPARATE SUBAGREEMENTS TO BE AWARDED TOSUBCONTRACTORS AND SUPPLIERS FOR THE PROJECT CONSTRUCTION The number of separate Subagreements is anticipatedto be as follows. This is subject to change based on the availability of companies to handle more than one scope and/or work that is self-performed. Work Category 1 : Asphalt Paving Work Category 2: Demolition, Earthwork and Subgrade Work Category 3: Concrete Flatwork Work Category 4: TraffIC Control Work Category 5: Underground Utilities In accordance with McCarthy’s Genuine SafetyCulture, compliance with established safety requirements will be monitored through reporting mechanisms that include the following:1. Weekly Toolbox Talk Meetings – Weekly 2. Project Health & Safety Reports – Monthly 3. Assured Grounding Program Log - Quarterly OSHA 300 & 300A Logs – Monthly & AnnuallySubcontractor Incident Rate Calculation Sheet (TPIR) – Monthly 4 5 6. Competent Person Form – Monthly 7. Project Director Safety Review – Monthly8. Task Hazard Analysis (THA) Staff Participation Tracking – Monthly Fire Extinguisher Monthly Inspection - Monthly 9 Please note that the following small scopes of work will be procured directly by the CMAR. They have been procured competitively, but did not require the paperwork of a major work category bidder. More backup on these scopes is available upon request.1 . Electrical 2. Landscaping/SWPP3. Striping/Signage4. SWPPP5. Fencing/Guardrail6. Removeable Barricades Training of all personnel on site will be done through GoContractor for initial orientation purposes. Dailysafety meetings and weekly toolbox talks willtake place in the CMAR yard. Additional trainingsfor relevant topics will be conducted based onthe needs of the project. The following includes examples of the types of safety and training topics DocuSign Envelope ID: 9A21BACF-887Dz12E0-8F13-E5E75BF8CE54 that will be conducted for the project: Work near high voltage lines ConfIned space entryExcavation protection Air pollution awarenessWork near railroadsDust control Public safety in work zonesFlagger and Spotter Training 12 3 4 56 7 8 H. COMMISSIONING PROGRAM Commissioning of the utility system as quickly as possible will assist in the successful completion of work to the point of close out. A thoroughunderstanding of what is needed in order to obtain a passing record for each street will form the basis of the commissioning program. The following itemswill be provided to verify compliance with associated activities and scopes of work. G. CONSTRUCTION QUALITY CONTROL The quality of work installed will be a key factor inthe ability to progress from one street to the next.To this aim, a site-specifIC quality control plan that incorporates the specifIcations and McCarthy’s internal requirements will be created. Some of thekey aspects of work that will be focused on in thequality control program include, but are not limitedto, the following. An inspection and test plan will be generated to detail the specifICS associated witheach of these. The plan will include information on the associated test standard, description of the test, reference document, as well as a responsibility matrix identifying who will inspect, monitor, or review and approve each test. Advance notice instructionsfor each test will also be recorded on this log.1. UnclassifIed Excavation 2. Sewer and Manhole Testing3. Liners for Sanitary Sewer Structures 4. Boring5. Casing Spacers 6. Fiberglass/Precast Manholes & Linings 7. Pipe Fittings 8. PVC Sewer and Water Pipe9. HDPE Pipe10. Water Services 11 . Gate Valves 12. Connection to Existing Water Mains 13. Fire Hydrants Documentation 1. Accessible Pedestrian Signal Test and Evaluation Reports1. Embankment 2. Flexible Base Course 3. Asphalt Paving4. Concrete Paving 5. Curbs, Gutters, Sidewalks. and Driveways6. Cleaning and Acceptance Testing of Waterand Sewer Force Mains 7. Sewer and Manhole Testing 8. Liners for Sanitary Sewer Structures9. Utility Trench Excavation, Embedment, andBackflll TDLR Inspection 1. Curbs, Gutters, Sidewalks, and Driveways Maintenance Recommendations1. Plantings Warranty Documentation1. Plantings Report of Utility 1. Location of Existing Utilities I. COST ESTIMATE AND BASIS OF THEMODEL The cost estimate was created through an analysisof the 90% plans and specifIcations as provided byKimley Horn. Considerations for risks, unforeseen conditions. and market volatility were factored into the overall pricing. A detailed cost breakdown and additional explanations of the basis of the model canbe found later in this document. A Site-SpecifIC Quality Plan (SSQP) A3 documenthas been generated to provide important quality-related information for all involved and is included with this submittal. This living document will monitor the progress of anticipated quality challenges,work scope reviews, and pre-installation and fIrst installation meetings. Schedules of key tests will beincorporated as well. An overview of quality activities, site specifIC best practices, and items that exemplify a client focus shall also be included on the SSQP J. PROJECT TEAM MEMBER’S RESPONSIBILITIES AND ROLES Please see the following page for responsibilities and roles for the City of Denton SED-B Project. DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 ACTIVITY DESIGN PHASE RESPONSIBILITY CITY ENGINEERING ENGINEER MANAGEMENT Project Management Partnering (Facilitator as Lead) Community Engagement Communication/Management - Systems & Procedures Bi-Weekly Project Meetings Technical Workshops Action Items Issues Resolution Change Authorization Schedule Model Cost Model PERMITTING Regulatory Approval/Permit Strategy SWPPP SUPPORT SERVICES SUIvey Geotechnical Verify Existing Conditions Potholing GIS System Integration DESIGN DEVELOPMENT ACTIVITIES CADD Standards Structural Design Criteria Utility Coordination (IdentifIcation & Conflict Management) Code Review/Summary Materials of Construction Selection Preliminary Design DetaII Design Documents Design Document Review Constructlbility Reviews Bidabllity Reviews Quality Control Reviews Technical Specs Bid Docs (0-1 ) CONSTRUCTION PLANNING Construction Management Plan TraffIC Management and Community Engagement Major Supplier Selection Plan GMP Proposals Bid Phase Insurance & Bonding Co-Lead Participate Lead Co-Lead Assist Assist Co-Lead Co-Lead Lead Review RevIew Co-Lead Participate Co-Lead Co-Lead Lead Lead Lead Co-Lead Assist Assist Assist Co-Lead Participate Co-Lead Assist Assist Assist Co-Lead Co-Lead Assist Lead Lead Co-Lead Co-Lead Lead Assist Review Lead Review Review Review Review Co-Lead Lead Lead Lead Lead Lead Assist Assist Co-Lead Co-Lead Assist Assist Review Assist Review Review Review Review Review Participate Participate Review Review Review Lead Lead Co-Lead Lead Co-Lead Lead Lead Lead Assist Co-Lead Lead Lead Lead Co-Lead Assist Co-Lead Review Review Review Lead Lead Assist Review Co-Lead Review Review Review Review Assist Review Assist Co-Lead Assist Assist Assist Review Lead Lead Lead Lead Lead Lead BI aii) gt)IB111 :8iC) glg trI : 1:ia g aiia ali EiIi111iJEEB BI &g a0IE dAe&===1=El=n•l•\,/ b ib B = g i gaqinLUO00LLon10NLULOLUd) 11006LUal'+AbCOCOIfC) <onrr\I <a) Al a)al0q) >CLUCa) tB3C)0a >bLUUn<cn LUa=n•Hl• LUb£FIB 0+1 gB g £bBa S'e OLIL+# {8 .s{ X BB g a)t3+1CDClaC0Oa)V)laC10a)t3+P3OL a)£+1aL >laC CDa)+P3Oa)><a) (CDal a) BeBBL a) -–g .g JOBg/a !!- i qrLO LLJC)00LLonLONLULOLUd) LL006LUalqrAb0000 I fO <onr(\I5 fI a)al0a>CLUCa)iT)3O0a f-a)30S=.£+IDa)aC/) E O al 0 EE Biea 3geaC)JQ al fa '0 BCD ed 3 Egag8 a4)Ea) cB ] g ! ! 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U)q)Je a Htria.E : I!! g g 8 E '8a) inHLBL>1on aBcgg= gOCSg h Bal5a)De EJQ IB10 =a) DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 CONSTRUCTABILI TY/BIDDABILITYREVI EW SED-B_90%_Design_Submittal. pdf Markup Summary 1 (1) Subject: RFI/CONSTRUCTABILITYPage Label: [1] 0 COVERPage 1ndex: 1Author: CMartindale Date: 9/14/2022 12:47:10 PM Per contract, GMP set will require signatures of contractor,EOR and City Representatives. elwitt require signatureslof contractor. EORjand City IRepresentaUves, 3 (3) bUKF/\bE LULA I IUN (bEE Subject: CalloutPage Label: [3] 2 GENERAL NOTES Page 1ndex: 3Author: eco IburnDate: 9/14/2022 3:14:20 PM How much advance notice to the city is needed for the activity?BE MADE BY CITY CREWSES.How much advance notice to the city isneeded for theI activity? q THIS CONTRACT. THE CONTRACTOR SHALLSIDE OF THE EASEMENT LIMITS, INCLUDING Subject: RFI/CONSTRUCTABILITYPage Label: [3] 2 GENERAL NOTES Page 1ndex: 3Author: C;Martindale Date: 9/14/2022 12:48:27 PM Do we anticipate any tempmailboxes? TION SHALL BE REPAIRED TO A CONDITION AS3TRUCTION, IDOR AND PROVIDE A COPY TO THE CITY PRIOR DRAINAGE SWALES AND CULVERTS IMPACTED; WORK SHALL BE SUBSIDIARY TO THE Subject: RFI/CONSTRUCTABILITYPage Label: l3] 2 GENERAL NOTESPage 1ndex: 3Author: CMartindaleDate: 9/14/2022 1:14:54 PM This note needs to go away on all pages. 5 (1) Subject: RFI/CONSTRUCTABILITYPage Label: [5] 6 AVENUE S & BAILEY STPage 1ndex: 5Author: CMartindaleDate: 9/14/2022 1:13:53 PM Do we want to consider elimination of qty summary page- replace with dots? etc? DocuSign Envelope ID: 9A21BACF-887D212E0-8F13-E5E75BF8CEWI CONSTRUCTABILI TY/BIDDABILITY REVIEW 6 (6) Subject: RFI/CONSTRUCTABILITYPage Label: [6] 7 BRADSHAW ST & COLLINS STPage 1ndex: 6Author: STamrakarDate: 9/1 2/2022 4:04:26 PM Takeoff - 2274 LF Subject: RFI/CONSTRUCTABILITYPage Label: [6] 7 BRADSHAW ST & COLLINS STPage 1ndex: 6Author: STamrakarDate: 9/1 2/2022 4:05:24 PM Takeoff for 12" WL @ Smith =699 LF 13 0 165 13 Subject: RFI/CONSTRUCTABILITYPage Label: [6] 7 BRADSHAW ST & COLLINS STPage 1ndex: 6Author: STamrakar Date: 9/1 2/2022 4:14:25 PM Takeoff ; 245 SY, 80 SY in Prairie is missing Subject: RFI/CONSTRUCTABILITYPage Label: [6] 7 BRADSHAW ST & COLLINS STPage 1ndex: 6Author: STamrakar Date: 9/14/2022 9:50:03 AM Takeoff - 27 EA a Subject: RFI/CONSTRUCTABILITYPage Label: [6] 7 BRADSHAW ST & COLLINS ST Page 1ndex: 6Author: STamrakarDate: 9/14/2022 1 1 :21 :05 AM This is not shown in the Mulberry SS Plan, please clarify DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 CONSTRUCTAB ILITY/BIDDABI LI TY REVIEW Subject: RFI/CONSTRUCTABILITYPage Label: 16] 7 BRADSHAW ST & COLLINS STPage 1ndex: 6Author: STamrakarDate: 9/1 4/2022 1 1 :44:27 AM There are no MHs in Avenue S in the plans, please clarify. le CAneGAN I OTH£RnUHOPOIQrr B{},I rcollCRUAAHO 97 (1) Subject: RFI/CONSTRUCTABILITYPage Label: [56] 57 WAINWRIGHT ST- STA 4+76 TO END Page 1ndex: 97Author: CMartindaleDate: 9/1 6/2022 3:41 :23 PM Please provide details foranchorage and plate thickness.Not included in referenced specification . ge andplate thickness. Notincluded in referenced STEELPI ATF 136 (2) Subject: 00 ConstructabilityPage Label: [56] 57 WAINWRIGHT ST- STA 4+76 TO ENDPage 1ndex: 136Author: CMartindaleDate: 9/1 5/2022 10:06:19 AM There is concern about asphalt settling - please confirm nosleeper slabs required across project 12” CONC PAVEMEN IFUATCH E Subject: GroupPage Label: [56] 57 WAINWRIGHT ST- STA 4+76 TO ENDPage 1ndex: 136Author: RSeahorn Date: 9/1 5/2022 10:11 :52 AM Slope from Point 111 to 1 10 isapprox. 1 1.8" in grade change.Can we please verify. Other locations approx. 3". Should we note a drainage gutterliGurrER +=J PONT TABLE 163 (1) Subject: CalloutPage Label: [56] 57 WAINWRIGHT ST- STA 4+76 TO END Page 1ndex: 163Author: ecolburn Date: 9/15/2022 10:16:04 AM ;,r.iihF #n;£;fif’;8;lii= Specifications for concrete statethat finishes will be called out in the plan. Please confirm that pavement and sidewalks will bebroom finish and curbs and gutters will be trowel finish DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEWI CONSTRUCTABILITY/BIDDABI LI TY REVIEW 321 (1) Subject: GroupPage Label: [56] 57 WAINWRIGHT ST- STA 4+76 TO ENDPage 1ndex: 321Author: RSeahorn Date: 9/15/2022 10:14:50 AM '@@§ :If: it:&:: CRAWFORD Subject: Re: CloudPage Label: [56] 57 WAINWRIGHT ST- STA 4+76 TO ENDPage 1ndex: 321Author: CMartindaleDate: 9/16/2022 3:52:45 PM Can this be done via open cut,since water and sanitary areboth new in this location? This occurs in other locations in plans- is open cut acceptablewhenever this condition occurs? 337 (1) Subject: RFI/CONSTRUCTABILITYPage Label: [56] 57 WAINWRIGHT ST- STA 4+76 TO END Page 1ndex: 337Author: STamrakarDate: 9/14/2022 8:41 :25 AM This is supposed to be 8" GateValve, please confirm. DocuSign Envelope ID: 9A21BACF-887D-+2E0-8F13-E5E75BF8CE54 GMP COST MODEL Issue Date: 9/27/2022 CITY OF DENTON SED-B IMPROVEMENTS Denton. TXGMP N On IIly III OII wa] III 0 ost Der Dtv Total Co .e 1 CMAR & General Work Items 2 General 3 WC#1 4 Asphalt Paving 5 WC#2 6 Earthwork/Demo/Subgrade 1 I I 1 1 I LS $559,322.84 1 S559,322.84 $4,313,789.oo S 4,313,789.oo Jagoe Public McCarthy McCarthy --TI McCarthy ] LS $2,747,632.00 7 WC#3 8 Concrete Flatwork LS LS LS $1,259,490.00 $ 1, 259,490.00 9 WC#4 TraffIC Control10 $184,086.00 $ 184,086.00 11 WC#5 12 : Underground Utilities 88,392,o05.oo $ 8,392,o05.oo North Texas Contracting Cost of Work Subtotal $17,456,325 $1 ,283,889 $174,284 General Conditions 7.35% Owner's Protective/General Liability & Umbrella Insurance Builder's Risk Insurance 0.93% $17,81 5 $18,932,312 $567,969 $19,500,282 $1 ,365,593 $20,865,874 $148,535 Subtotal Construction Contingency 3.00% Subtotal Fee 6.95% Subtotal McCarthy Performance & Payment 0.71%Bond GRAND TOTAL GMP Design Contingency Owner's Contingency Contract Amount S- $567,969 $21 ,582,378 3.00% DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEWI 90% BUDGET SCHEDULE OF VALUES :liult#mImBm DEMOLITION, EArrHWORK & SUBGRADE& #MB::ar F I O + B i INL®tlb,FMigd! MI[=®i©M®RWal L@aBB:l1 FEEIa Ba[=gnmm 4rbEta Mb PVMT htmG HAEaE Bn=EEjml El I [:t=!ENI©!15NDINrrATL®IFR POIE MOUlfr IREMOVEANDREINSIALL SQN PANELANDPOEr 1 5.aOOIEA I R ===r I•-r I1=in=a[BD26SJB6 =[ [+F 1--I ,.m-mI„ I = += [t-= FOia-In mI 1 1.00'HIllS I1 1.Ml]rH 1I I.ao®lllIS 1 1.000 22.0061 9.M©IEA I1 68.MlIF I mI1 471.OMlIF I 1 36.OWI IF I 45.mIMI mI1 121mIEIF I1 ' 2mllwl I1 491®©lIF 1 121541 [tiR IS IS IS IS IS IF EA IF IS IF IF EA IF IS IF EA IF Ulet PIke 4.313,789,DO a747,632DaI 184Jt86.@El115,61 aBEa::II29,02 I @11930 IEE344m;iSRM275553Jln7712154 1,18 12HD 1240 FIIE: Ea£5RIE m3@a 75H6 saLeH ],04536 63BnBH4mMI 4313,789DD 2747 BIInDEFEIEzIaI IB4/)86JODMam]I3M 1 M 41 13MHIFIEIIEn mImMMm3 I -rdH WUMaM3 A)anD[==TE1 5,95536Ti@BEll BailIrB] 2.666nD 18,58636mm 86832 E::FEBXPAilElMMMKLEInmM MlaRm UsmmmMmMMr;!E3E] azEIE5b] niIBill41 50EaiRBraniI 1 46.0001 IF I1 215.ao©IHIF IIF IFnrr:aIm1 4.aDaIrgA 11 2.moIEA Imnw – 1 1.now EA 11 3.0001 EA 11 2.UO©IEfA I EA1 1.aMIrm 11 61.maIItF I 4. 2.M 1. 3. 2. 5.1.au 61.aaB DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEWI 90% COST MODEL QUALIFICATIONS: All costs to remove (and replace) curb and gutter are based on the limits shown in the plans. No additional quantity has been included to remove and replace to the nearest joint. There has been some scope growth from the 60% to the 90% model, particularly in the concrete scope and the traffIC signals. The traffIC signal scope now includes 4 pedestrian signal heads and associated electrical work. Additional concrete sidewalk, valley gutter, driveway removal and replacement has been incorporated in the 90% plans. Stone riprap was added at the 90% design. Concrete pavement sections increased from 6" to a combination of 8,“ 9,” and 12." in the utilities package, additional grout fIll and abandonment quantities were added, and overall quantities of waterline increased. Please reference quantity variance report included later in this document. The GMP and 90% cost model is based on McCarthy's and recommended major Work Category Subcontractor’s take-off quantities. All major work categories shall be converted into lump sum packages for contracting. Any changes that occur from the 90% to 100% set will be reconciled with major subcontractors before contracts are issued. GMP pricing is based upon the 90% Plans and Specs. McCarthy will evaluate the IFC Plans and SpecifIcations when issued (1 0/14/22) and will notify the City of any impacts to pricing. 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I ! ! ! ! !i i d b g g ; B ;ligig!!!!!!q10LUOCOLLonK)bLULOLUcb 006LUalIab0000 II-O <on :a)n a)al0a >CLUCa)in3a0a P 11 HP HIJDaIU lilg§§ggggg;;?;Hgg§gg§§§§l:l§gg§§§gg§Bgl::i:§ gigi:gIg i g n g ; IE:iiig: Fg>} : 2if:} : PIg jgg : :5iii}{}#(B CD if a ilzit) < jg 3 Jb1 :g 1[i li L : g 1:ili LJ-. i PenB 1 ! } i EB !d : : i : : : : : : : : : : : : : I! ! !}.{}.!.}}.: I Ei k 11i b I iZ 1 8i a gigi REiKI gigiIii : : : i !i ]!!!!!!!y &q10LUO00LLaninbLULOLUd) UCO6LUCy'+abCOCOIfO $ (\I <a)fi a)el0i) >CLUCa)in3C)0a Egg Egg gIgQ 2 Q 22 QQ Efa BP!!!!!CO Be0 IE Z DocuSign Envelope ID: 9A21BACF-887D-t2E0-8F13-E5E75BF8CE54 CONTINGENCY/ESCALATION PLAN At the time of the GMP and 90% design Milestone, McCarthy has included in our pricing, a design contingency of 1 .5% and a Construction Contingency of 5%. The reduced design contingency amount is intended to allow for the completion of the drawings and specifIcations, which is expected in mid-October. Construction contingency amount is intended to cover unforeseeable elements of cost within the defIned project scope during the construction phase. McCarthy continues to monitor changes in consumer, producer, and construction prices in order to make the best decisions and recommendations regarding market conditions on our projects. Some notable updated data for this project as of July: For highway and street construction, the producer price index (PPI) has increased 15.4% from July of 2021 to July of 2022, 1 .5 % since April of 2022, and decreased 1 .6% since June of 2022. PPI for truck transportation of freight has increased 21.7% in the last year, 1 .3% in the last 3 months, and decreased 0.3% since June (Source: AGC - Construction Data - Producer Prices and Employment Costs, July 2022). These changes are in line with the impacts to other construction sectors and represent a slower inflation than experienced in earlier 2022. Based upon experiences on current projects, and input from key vendors and subcontractors, we have identifIed the following scopes/materials as experiencing unusually high price volatility. » Asphalt Materials » PVC » Valves > Steel products/reinforcing steel > Fly Ash/Ready Mix Concrete Casts v& bId ptiee§ for new nont9$1denttal eon$tnretbn Yeanovaryear change in PPI s, Sgp 2a21FJun 2022. not seasonally adjusted tHI COHlttVCtlOHAllO{}I AllaH 25%12 months to:£U bIB 2020 2022 : 1,8% 19.8%20% ,Inputs PPI :1.8% 16.8% 15% IOK 5% 0% I I Saxtt &#$wc#LabRSuUrnl.waH•tKu#uIBnhw#Vj£@fIg DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 McCarthy has identifIed the following materials with long lead times: > Mueller Fire Hydrants (33 Weeks)- alternative material allowed in the 90% specifIcations to alleviate this issue » PVC Pipe Materials (6 weeks) » Standard Valves (6 weeks) » Precast Sewer Manholes (8 weeks) When solicited for award, subcontractors and vendors were asked to include escalation on labor, materials and equipment costs in their cost opinions for this budget based on our current schedule. These proposers were solicited with the 60% plans and specifIcations. Since the 90% plans and specifIcations were completed during the advertisement, they were issued to the subcontractors to allow them to update their proposals with the most current project information. All subcontractors were interviewed to confIrm their understanding of the documents, schedule, and contract. The team agreed that this solicitation procedure would allow us to maintain our anticipated construction schedule and minimize risk by providing bidders with more current documents. The best value combination of subcontractors as determined by the scoring criteria outlined in the Project Front Ends is included with the GMP documentation. All major work category subcontractor proposals are good for 120 days from their submission. Tr II}B DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 MAJOR SUBCONTRACTOR AND MAJOR SUPPLIER SELECTION PLAN McCarthy has determined the following major work categories (>$50,000) that will be procured competitivelyand awarded on a best-value basis. Major Work Packages: 1. Asphalt Paving2. Earthwork/Demolition/Subgrade3. Concrete Flatwork 4. TraffIC Control 5. Underground Utilities As outlined in the project Front End Documents, McCarthy scored all proposals received per the following criteria: • Proposed Construction Price: 40 Points • Safety, Accident Rates and OSHA Record: 20 Points' Schedule and Planning: 15 Points • Financial Strength: 15 Points • QualifIcations/Experience/References: 15 Points Based on strict adherence to the scoring matrix, McCarthy recommends the following subcontractors, on a best value basis, for the Major Work Categories: Recommended Major Subcontractors: 1. Asphalt Paving: Jagoe-Public Company2. Earthwork/Demolition/Subgrade: McCarthy Building Companies 3. Concrete Flatwork: McCarthy Building Companies 4. TraffIC Control: McCarthy Building Companies 5. Underground Utilities: North Texas Contracting McCarthy, asthe CM AR, solicited numerous contractors directly, as well as advertised the project in the newspaper, local and online planrooms, and AMTEK. Feedback from the marketplace indicated that many contractors are extremely busy and did not have availability to pursue this project. Others indicated that the spread out natureof the work on this project was less attractive at this time, than other opportunities. McCarthy’s estimating team worked extensively with interested proposers to assist in the preparation of their proposals, recognizing that CMAR contracting is relatively uncommon in the Texas Horizontal Market. The McCarthy team collected sealed proposals on September 2nd, and delivered those to the City of Denton to be opened together. McCarthy did opt to compete for 3 packages, and submitted the self-perform proposals tothe City 24 hours in advance, in the spirit of fairness and transparency. After evaluating the proposals received,McCarthy conducted scoping interviews with the most responsive subcontractors in each category, based on application of the scoring criteria to their written proposals. The intent of the interviews was to validate that allscope, as outlined in the front ends was included, all paperwork and documentation was complete, and that proposers understood the project and the delivery method. All proposers were given 24 hours, post-interview to correct any defIciencies and respond to requests for clarifIcation. After completion of all interviews, scores wereupdated, and fInal totals are summarized below. Additional detail can be provided upon request. DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 90% VALUE ENGINEERING At earlier design milestones, McCarthy identifIed the following opportunities for value engineering: > Lime Treatment in lieu of Flex Base (Positive cost impact, negative impact to schedule) - Rejected > Thinner Flex Base Section (Pending geotechnical report) - Accepted and incorporated > Thinner Flex Base Section with Geogrid (Pending geotechnical report) - Rejected > Eliminate utility bores and replace with open cut trenches (Impacts traffIC control) – Partially accepted and incorporated Re-evaluate water and sanitary sewer pipe materials (impacts to lead time and price) Allow alternative fIre hydrant assemblies (reduce long lead times)- Accepted and incorporated into 90% specifIcations Consider a change to Asphalt Paving Spec to allow RAP (Recycled Asphalt Paving) similar to TXDOT 341 (Cost reduction)- Accepted for base courses in 90% specifIcations Consider reuse/rehabilitation of existing fIre hydrants (cost saving) Replace stainless steel bollards with galvanized steel- Accepted and incorporated in 90% Plans Removed requirement for portable changeable message boards at all locations based on subcontractor feedback to reduce cost, will only be utilized for certain streets » » » » » » At the 90% milestone, the project team has accepted value engineering options for alternative fIre hydrant assemblies to improve material lead times, alternate material for bollards to reduce cost, and confIrmed the acceptability of blending recycled asphalt materials into base layers of asphalt to reducecost As the team advances the plans to the 1 00% IFC set and the construction phase begins, we will continue to evaluate options to bring value to the City. 618„la+b trI \i F FORT WORTHC HE.MPHILL CONNECTOR A DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 EXHIBIT B-1: PROJECT DESCRIPTION The City of Denton's 201 9 Street Reconstruction Bond Southeast Denton Neighborhood Area B project includes these components: A. Full depth street reconstruction with subgrade stabilization, asphalt paving, concrete curb and gutter, and replacement of driveways within the right-of-way B. Water line replacement, including service connections C. Sanitary sewer line replacement, including service connections D. Storm sewer infrastructure replacement E. Sidewalk improvements F. TraffIC Signal improvements DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 EXHIBIT B-2: TECHNICAL SPECIFICATIONS CITY OF DENTON – STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS – CONTRACT NO 7714 – SOUTHEAST DENTON NEIGHBORHOOD AREA B –IFC SUBMITTAL, ISSUED BY KIMLEY HORN ON OCTOBER 14, 2022 EXHIBIT B-3: CONSTRUCTION DRAWINGS CITY OF DENTON - CONSTRUCTION PLANS FOR SED-B IMPROVEMENTS - IFC SET ISSUED BY KIM- LEY HORN ON OCTOBER 1 4, 2022 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 EXHIBIT B-2 – TECHNICAL SPECIFICATIONS Technical Specifications as specified in EXHIBIT B – APPROVED GMP PROPOSAL are set forth herein in full OR made part of this agreement by reference and on file with the: • Design Professional • City of Denton Project Manager and Purchasing Office• CM@Risk Contractor PROJECT NO.2100014. CONTRACT NO. 7714Construction Manager at Risk for SoutheastDenton Neighborhood Area B (SED-B) DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 EXHIBIT B-3 - CONSTRUCTION DRAWINGS Construction Drawings as specified in EXHIBIT B – APPROVED GMP PROPOSAL are made part of this agreement by reference and on file with the: • Design Professional • City of Denton Project Manager and Purchasing Office • CM@Risk Contractor PROJECT NO.2100014, CONTRACT NO. 7714Construction Manager at Risk for Southeast Denton Neighborhood Area B (SED-B) DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page i of vi EXHIBIT C STANDARD GENERATI CONDITIONS OF THE CONSTRUCTION CONTRACT CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised NovemBer 20, 2020 DocuSign Envelope ID: 9A21BACF-887D-+2E0-8F13-E5E75BF8CEW+ 00 72 00GENERAL CONDITIONS Page ii of vi STANDARD GENERAL CONDITIONSOF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page ARTICLE I – DEFINITIONS AND TERMINOLOGY ................................................................................................. 1 1.01 Defined Terms............................................................................................................................... 1 1.02 Terminology ..................................................................................................................................4 ARTICLE 2 – PRELIMINARY MATrERS................................................................................................................. 5 2.01 Delivery of Performance and Payment Bonds; Evidence of Insurance......................................... 5 2.02 Copies of Documents .................................................................................................................... 5 2.03 Before Starting Construction ........................................................................................................ 5 2.04 Preconstruction Meeting .............................................................................................................. 6 2.05 Public Meeting ..............................................................................................................................6 2.06 Initial Acceptance of Schedules ....................................................................................................6 Electronic Submittals and Transmittals ........................................................................................ 62.07 ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, RECIUIREIVIENTS, REUSE ......................................................... 6 3.01 Intent............................................................................................................................................. 6 3.02 Reference Standards..................................................................................................................... 7 3.03 Reporting and Resolving Discrepancies ........................................................................................ 7 3.04 Requirements of the Contract Documents ...................................................................................8 3.05 Reuse of Documents .....................................................................................................................8 ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK ....................................................................... 9 4.01 Commencement of Contract Time; Notice to Proceed ................................................................9 4.02 Starting the Work..........................................................................................................................9 ARTICLE 5 – SITE; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS . 9 5.01 Availability of Lands ......................................................................................................................95.02 Use of Site and Other Areas..........................................................................................................9 5.03 Underground Facilities................................................................................................................ 11 ARTICLE 6 – BONDS AND INSURANCE.............................................................................................................. 11 6.01 Licensed Sureties and Insurers.................................................................................................... 11 Performance, Payment, and Maintenance Bonds ...................................................................... 126.02 CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20. 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page iii of vi Certificates of Insurance ............................................................................................................. 12 Contractor’s Insurance ................................................................................................................ 14 6.05 Acceptance of Bonds and Insurance; Option to Replace............................................................ 15 ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES .............................................................................................. 15 7.01 Contractor’s Means and Methods of Construction .................................................................... 15 6.03 6.04 7.02 Supervision and Superintendence .............................................................................................. 15 Labor; Working Hours ................................................................................................................. 16 Services, Materials, and Equipment ........................................................................................... 16 Project Schedule ......................................................................................................................... 17 “Or Equals” .................................................................................................................................. 17 Substitutions ............................................................................................................................... 18 7.03 7.04 7.05 7.06 7.07 7.08 Concerning Subcontractors and Suppliers ..................................................,,.............................. 20 Wage Rates ................................................................................................................................. 21 Patent Fees and Royalties ........................................................................................................... 22 7.09 7.10 7.11 Permits and Utilities.................................................................................................................... 22 7.12 Taxes ........................................................................................................................................... 23 7.13 Laws and Regulations.................................................................................................................. 23 7.14 Record Docurnents...................................................................................................................... 23 7.15 Safety and Protection.................................................................................................................. 24 Hazard Communication Programs .............................................................................................. 25 Emergencies and/or Rectification............................................................................................... 25 Submittals ., 7.16 7.17 7.18 Continuing the Work................................................................................................................... 27 Contractor’s General Warranty and Guarantee ......................................................................... 27 Delegation of Professional Design Services ................................................................................ 27 Right to Audit .............................................................................................................................. 28 Nondiscrimination....................................................................................................................... 29 25 7.19 7.20 7.21 7.22 7.23 ARTICLE 8 – OTHER WORK AT THE SITE ........................................................................................................... 29 8.01 Other Work ................................................................................................................................. 29 8.02 Coordination ............................................................................................................................... 30 8.03 Legal Relationships...................................................................................................................... 30 ARTICLE 9 – CITY’S RESPONSIBILITIES .............................................................................................................. 30 CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20. 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page iv of vi Communications to Contractor .................................................................................................. 30 Furnish Data ................................................................................................................................ 30 Pay When Due.............................................................................................................................31 Lands and Easements; Reports, Tests, and Drawings .................................................................31 Change Orders ............................................................................................................................31 Inspections, Tests, and Approvals...............................................................................................31 Limitations on City’s Responsibilities ..........................................................................................31 9.08 Undisclosed Hazardous Environmental Condition......................................................................31 9.09 Compliance with Safety Program................................................................................................31 ARTICLE 10 – CITY’S OBSERVATION DURING CONSTRUCTION ........................................................................31 10.01 City’s Project Manager or Duly Authorized Representative ................................................... 31 10.02 Visits to Site............................................................................................................................. 32 10.03 Determinations for Work Performed...................................................................................... 32 10.04 Decisions on Requirements of Contract Documents and Acceptability of Work ................... 32 ARTICLE 11 – CHANGES ININ THE WORK; CLAIMS; EXTRA WORK ................................................................... 32 11.01 Amending and Supplementing the Contract .......................................................................... 32 11.02 Execution of Change Orders ................................................................................................... 33 11.03 Field Orders ............................................................................................................................. 33 11.04 Authorized Changes in the Work – Extra Work ...................................................................... 33 11.05 Unauthorized Changes in the Work ........................................................................................ 33 11.06 Dispute of Extra Work ............................................................................................................. 33 11.07 Contract Claims Process.......................................................................................................... 34 11.08 Change of Contract Price ........................................................................................................ 35 11.09 Change of Contract Time ........................................................................................................ 36 11.10 Notification to Surety.............................................................................................................. 36 ARTICLE 12 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT..36 12.01 Cost of the Work ..................................................................................................................... 36 12.02 Unit Price Work....................................................................................................................... 39 12.03 Plans Quantity Measurement for Unclassified Excavation or Embankment ..........................40 ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK..40 13.01 Access to Work........................................................................................................................40 13.02 Tests and Inspections..............................................................................................................41 9.01 9.02 9.03 9.04 9.05 9.06 9.07 CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page v of vi Defective Work ....................................................................................................................... 42 Rejecting Defective Work .......................................................................................................42 Acceptance of Defective Work................................................................................................ 42 Uncovering Work .................................................................................................................... 42 City May Stop the Work .......................................................................................................... 43 13.08 City May Correct Defective Work ........................................................................................... 43 ARTICLE 14 – PAYMENTS TO CONTRACTOR; COMPLETION; CORRECTION PERIOD ........................................44 13.03 13.04 13.05 13.06 13.07 14.01 Progress Payments .................................................................................................................. 44 14.02 Contractor’s Warranty of Title ................................................................................................ 4714.03 Partial Utilization.....................................................................................................................47 14.04 Final Inspection ....................................................................................................................... 47 14.05 Final Acceptance ..................................................................................................................... 47 14.06 Final Payment..........................................................................................................................47 14.07 Final Completion Delayed and Partial Retainage Release ......................................................48 14.08 Waiver of Claims ..................................................................................................................... 49 14.09 Correction Period .................................................................................................................... 49 ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION ............................................................................. 50 15.01 City May Suspend Work .......................................................................................................... 50 15.02 City May Terminate for Cause ................................................................................................ 50 15.03 City May Terminate for Convenience .....................................................................................52 ARTICLE 16 – RESOLUTION OF DISPUTES.........................................................................................................53 16.01 Methods and Procedures........................................................................................................53 ARTICLE 17 – MISCELLANEOUS........................................................................................................................ 54 17.01 Giving Notice ........................................................................................................................... 54 17.02 Computation of Time .............................................................................................................. 54 17.03 Cumulative Remedies ............................................................................................................. 54 17.04 No Waiver ............................................................................................................................... 55 17.05 Survival of Obligations ............................................................................................................ 55 Assignment of Contract .......................................................................................................... 55 Successors and Assigns ........................................................................................................... 55 17.06 17.07 17.08 17.09 Governing Law ........................................................................................................................55 Headings..................................................................................................................................55 CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 2D, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 1 of 55 ARTICLE 1 - DEFINITIONS AND TERMINOLOGY 1.01 DefIned Terms A.Wherever used in the Contract or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof, and words denoting gender shall include the masculine, feminine and neuter. When used in a context consistent with the definition of a listed-defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda–Written or graphic instruments issued prior to the opening of Bids whichclarify, correct, or change the Bidding Requirements or the proposed ContractDocuments. 2. 3. 4. 5. Application for Payment–The form acceptable to City which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract. 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. award–Authorization by the City Council for the City to enter into an Agreement. Bid–The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. The term “Bid” shall be defined to include the term “Proposal” in those instances where the City utilizes a Request for Proposal rather thanan Invitation for Bid. 6. Bidder–The individual or entity that submits a Bid directly to City. The term “Bidder” shall be defined to include the terms “Proposer” or “Offeror” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid. 7. Bidding Documerzfs–The Bidding Requirements and the proposed Contract Documents (including all Addenda). The term “Bidding Documents” shall be defined to include the terms “Proposal Documents” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid. 8.Bidding Requirements–The Advertisement or Invitation to Bid, Instructions to Bidders, Bid Bond or other Bid security, if any, the Bid Form, and the Bid with any attachments. The term “Bidding Requirements” shall be defined to include the terms “Proposal Requirements” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid and will include the Request for Proposal or Invitation to Offerors, Instructions to Offerors, Offerors Bond or other Proposal security, if any, the Proposal Form, and the Proposal with any attachments. 9. 10. Business Day–A day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City. Calendar Day–A day consisting of 24 hours measured from midnight to the next midnight. CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E08F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 2 of 55 11. 12. 13. 14. City ,4/for7zey–The officially appointed City Attorney of the City of Denton or his or her designee. City Council–The duly elected and qualified governing body of the City of Denton. City Manager–The officially appointed authorized City Manager of the City of Denton. Contract Claim–A demand or assertion by City or Contractor seeking an adjustment of Contract Price or Contract Time, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Contract Claim. 15. 16. 17. Contractor–The individual or entity with whom City has entered into the Agreement. Damage Claims–A demand for money or services arising from the Project or Site from a third party, City or Contractor exclusive of a Contract Claim. Drawings–The part of the Contract Documents prepared or approved by an Engineer that graphically shows the scope, extent, and character of the Work to be performed byContractor. Submittals, as defined, are not considered Drawings as so defined here. 18. 19. Effective Date of the agreement–The date, indicated in the Agreement, on which itbecomes effective„ but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the City. Electronic Document–Any Project-related correspondence, attachments to correspondence, text, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals, that are in an electronic or digitalformat. 20.Electronic Means–Electronic mail (email), upload/download from a secure Projectwebsite, or other communications methods that allow: (a) the transmission or communication of Electronic Documents; (b) the documentation of transmissions, including sending and receipt; (c) printing of the transmitted Electronic Document by the recipient; (d) the storage and archiving of the Electronic Document by sender and recipient; and (e) the use by recipient of the Electronic Document for purposes permitted by the Contract. Electronic Means does not include the use of text messaging, or ofFacebook, Twitter, Instagram, or similar social media services for transmission ofElectronic Documents. 21. Extra Work–Additional work made necessary by City-approved changes or alterations to the Contract Documents. Extra Work shall be part of the Work. 22. 23. Field Order–A written directive issued by City that requires changes in the Work but does not involve a change to the Contract Price, Contract Time, or Drawings, Plan, or Shop Drawings. Final Inspection–The inspection performed by the City to determine whether the Contractor has completed each and every part or appurtenance of the Work fully, entirely,and in conformance with the Contract Documents. 24. 25. General Requirements–Sections of The information set forth in “Division 101 – General Requirements” of the Standard Construction Specification Documents. Hazardous Environmental Condition–The presence at the Site of Asbestos, PCBs , Petroleum, Hazardous Waste, Radioactive Material, or any other substance, product, waste crrY OF DENTONSTANDARD CONSTRUCTION SPEcnicATioN DOCUMENTS Revised Novetnber 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 3 of 55 or materials, in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto. 26. Hazardous Waste–Any solid waste listed as hazardous or which possesses one or more hazardous characteristics as defined in applicable Laws and Regulations. 27. Incidental or incidental–-Work items that the Contractor is not paid for directly, but costs for which are included under the various bid items of the Project. 28. Laws and Regulations–Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and binding decrees, resolutions, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction over the Site or any portion or part of the Work to be performed. 29. Liens–-Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 30. Major /rem–An item of work included in the Contract Documents that has a total cost equal to or greater than 5% of the original Contract Price. 31. Notice o/Award–The written notice by City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed in such notice, City will sign and deliver the Agreement. 32. PCBs–Polychlorinated biphenyls. 33.Petroleum–Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 poundsper square inch absolute), and including but not limited to oil, nrel oil, oil sludge, oil refuse, gasoline, diesel fuel, kerosene, and oil mixed with other non-Hazardous Wasteand crude oils. 34. Plans–This term will have the same definition of as “Drawings”. 35 36. Project Manager–The authorized representative of the City who will be assigned to the Project . 37. Project Manual–The documentary information prepared for bidding or proposing and furnishing the Work. 38. Public Meeting–All announced meeting conducted by the City to facilitate public participation and to assist the public in gaining an informed view of the Project. 39. Schedule of Submittals–X schedule, prepared and maintained by Contractor, of required submittals and the time requirements toto support scheduled performance of relatedconstruction activities. 40. Schedule of re/IIes–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. 41. Submittal–A\\ drawings, diagrams, illustrations, schedules and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to the City to illustrate some portion of the Work. CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 4 of 55 42. Subsidiary or subsidiaryE–These terms wII/ have the same definition as “Incidental. orincidental”. 43.Successful Bidder–The Bidder to whom City issues a Notice of Award. The term “Bidder” shall be defined to include the terms “Proposer” or “Offeror” in those instances where the City utilizes a Request for Proposal rather than an Invitation for Bid and is the Proposer or Offeror submitting the proposal or offer that provides the best value to the City and to whom the City issues a Notice of Award. 44. Superintendent–The representative of the Contractor who is available at all times and able to receive instructions from the City and to act for the Contractor. 45. Supplementary Conditions–The part of the Contract set forth at Division 00 73 00 that amends or supplements these General Conditions. 46.Underground Facilities–N\\ underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the Site, including but not limited to those facilities or systems that produce, transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 47. Unit Price Work–Work for which the Contract Price is determined by multiplying the unit price for the item by the estimated quantity of the item. 48. Weekend Working Hours–Those hours between 8:00 a.m. and 8:30 p.m. on Saturday, and between 1:00 p.m. and 8:30 p.m. on Sunday or on a federal or state holiday observed by the City, as approved in advance by the City for performing Work. 49. Working Day–Defined as a Business Day but excluding any days that weather or other conditions beyond the reasonable control of the Contractor prevents the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7:00 a.m. and 8:00 p.m. 1.02 Terminology A. B. The words and terms discussed in Paragraphs 1.02.B, C, D, and E are not defined terms that require initial capital letters, but, when used in the Bidding Requirements or Contract, have the indicated meaning. Intent of Certain Terms or Adjectives : The Contract includes the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of judgment by City. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of City as to the Work. It is intended that such exercise of judgment, action, or determination will be to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a fhnctioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). C. Defective: The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it: 1. does not conform to the Contract Documents: or crrY OF DE]rroNSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised No\'elnber 20. 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE&I 00 72 00GENERAL CONDITIONS Page 5 of 55 2. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or 3.has been damaged prior to City’s written notice of Final Acceptance. D.Furnish, Install, Perform, Provide 1. The word “furnish,” when used in connection with services, materials, or equipment, means to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word “install,” when used in connection with services, materials, or equipment, means to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words “perform” or “provide,” when used in connection with services, materials, or equipment, means to execute, carry out, furnish and install said services, materials, or equipment complete and ready for intended use. 4. If the Contract Documents establish an obligation of Contractor with respect to specificservices, materials, or equipment, but do not expressly use any of the four words “fbrnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use. E.Unless stated otherwise in the Contract, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract in accordance with such recognized meaning. ARTICLE 2 - PRELIMINARY MATTERS 2.01 Delivery of Performance and Payment Bonds ; Evidence of Insurance A.Performance and Payment Bonds: When Contractor delivers the signed counterparts of the Agreement to City, Contractor shall also deliver to City the performance bond , payment bond and maintenance bond that comply with the provisions of Chapter 2253 of the TexasGovernment Code. Work will not be allowed to begin until the performance and payment bonds have been provided by the Contractor to the City. B.Evidence of Contractor’s Insurance: When Contractor delivers the signed counterparts of the Agreement to City, Contractor shall also deliver to City, with copies to each additional insured (as identified in the Contract), the certificates, endorsements, and other evidence of insurance required to be provided by Contractor in accordance with Article 6. Work will not be allowed to begin until the evidence of insurance has been provided by the Contractor to the City. 2.02 Copies of Documents A. City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the Contract, and three (3) additional copies of the Drawings. Additional printed copies will be furnished upon request at the cost of reproduction. 2.03 Before Starting Construction Baseline starting Work, Contractor shall submit for review by City the following in accordancewith the Contract Documents: A. Baseline Schedules in accordance with General Requirements, Section 01 32 16.CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D=12E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 6 of 55 B. C. Preliminary Schedule of Submittals. Preliminary Schedule of Values: For lump sum contracts, a Schedule of Values for all of the Work that includes quantities and prices of items that when added together equal the ContractPrice and subdivides the Work into component parts in sufficient detail to serve as the basisfor progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.04 Preconstruction Meeting A. Before any Work at the Site is started, the Contractor shall attend a Preconstruction Meeting as specified in Section 01 31 19. 2.05 Public Meeting A. Contractor may not mobilize any equipment, materials, or resources to the Site prior to Contractor attending the Public Meeting as scheduled by the City. 2.06 Initial Acceptance of Schedules A. No progress payment shall be made to Contractor until acceptable Project Schedules aresubmitted to City in accordance with the Contract Documents. 2.07 Electronic Submittals and Transmittals A. B. C. Except as otherwise stated elsewhere in the Contract, the City and Contractor may send, and shall accept, Electronic Documents transmitted by Electronic Means. If the Contract does not establish protocols for Electronic Means, then City and Contractor shall jointly develop such protocols. Subject to any governing protocols for Electronic Means, when transmitting Electronic Documents by Electronic Means, the transmitting party makes no representations as to long- term compatibility, usability, or readability of the Electronic Documents resulting from the recipient’s use of software application packages, operating systems, or computer hardwarediffering from those used in the drafting or transmittal of the Electronic Documents. ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. B. The Contract Documents are complementary; what is required by one Contract Document is as binding as if required by all. It is the intent of the Contract to describe a functionally complete Project to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to City. C. D. City will issue clarifications and interpretations of the Contract Documents as provided herein. The Specifications may vary in form, forma and style. Some Specification sections may be written in varying degrees of streamlined or declarative style, and some sections may be relatively narrative by comparison. Omission of such words and phrases as “the Contractorshall,” “in conformity with,” “as shown,” or “as specified” are intentional in streamlined CITY OF DENrONSTANDARD CONSTRUCTION SPEcnicATioN DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 7 of 55 sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The Contractor shall not take advantage of any variation of form, format or style in making Contract Claims or Damage Claims. E.The cross-referencing of Specification sections under the subparagraph heading “Related Sections include but are not necessarily limited to:” and elsewhere within each Specification section is provided as an aid and convenience to the Contractor. The Contractor shall not rely on the cross-referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not cross-referencing is provided in each section or whether the cross-referencing is complete or accurate. 3 OZ Reference Standards A.Standards Specifications, Codes, Laws and Regulations 1.Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, means the standard specification, manual, reference standard, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2.No provision of any such standard specification, manual, reference standard, or code, and no instruction of a Supplier, will be effective to change the duties or responsibilities of City, Contractor, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. No such provision or instnrction shall be effective to assign to City or any of its officers, elected or appointed officials, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A.Reporting Discrepancies 1.Contractor ’s VerifIcation of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and checkand verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements, and conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from City before proceeding with any Work affected thereby. 2.Contractor’s Review of Contract Documents'. If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly report it to City in writing. Contractor shall not proceed with the Work affected thereby(except in an emergency as required by Paragraph 7.1717) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by City, or by an amendment or supplement to the Contract issued pursuant to Paragraph 11.01. CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised No\’elnber 20. 2020 DocuSign Envelope ID: 9A21 BACF-887Ddj2E04F13-E5E75BF8CEB+ 00 72 00GENERAL CONDITIONS Page 8 of 55 3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledgethereof B.Resolving Discrepancies 1.Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and: a . the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier; or b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 2.In case of discrepancies, figured dimensions shall govern over scaled dimensions, Drawings shall govern over Specifications, and Supplementary Conditions shall govern over General Conditions and Specifications. 3.04 Requirements of the Contract Documents A.During the performance of the Work and until final payment, Contractor shall submit to the City in writing all matters in question concerning the requirements of the Contract Documents (sometimes referred to as requests for information or interpretation–RFIs), or relating to the acceptability of the Work under the Contract Documents, as soon as possible after such matters arise. City will be the interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work. B. City will, with reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Contract Documents. City’s written clarification, interpretation, or decision will be final and binding on Contractor, unless Contractor appeals by filing a Contract Claim. 3.05 Reuse of Documents A.Contractor and its Subcontractors and Suppliers shall not: 1.have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or its consultants, including electronic media versions, or reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or anyother project without written consent of City and specific written verification or adaptation by Engineer; or 2. have or acquire any title or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without City’s express written consent, or violate any copyrights pertaining to such Contract Documents. B.The prohibitions of this Paragraph 3.05 05 will survive final payment, or termination of theContract. Nothing herein precludes Contractor from retaining copies of the Contract Documents for record purposes. crrY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENrs Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEBI 00 72 00GENERAL CONDITION S Page 9 of 55 ARTICLE 4 - COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Time; Notice to Proceed A. The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of theContract. 4.02 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Time commences to run. No Work may be done at the Site prior to the date on which the Contract Time commencesto run. ARTICLES–SITE; SUBSURFACE AND PHYSICAL CONDITIONS;ENVIRONMENTAL CONDITIONS HAZARDOUS 5.01 Availability of Lands City shall furnish the Site. City shall notify Contractor in writing of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. City will be responsible for obtaining any necessary easements for permanent structures or permanent changes in existing facilities. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or easements. Any outstanding right-of-way and/or easements are anticipated to be acquiredin accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding right-of-way, and/or easements. 2.Unless otherwise specified in the Contract Documents, the City has or anticipates moving and/or relocating utilities, and obstructions to the Site. Any outstanding movement orrelocation of utilities or obstructions is anticipated in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding utilities or obstructions to be moved and/or relocated by others. B. C. Upon reasonable written request of Contractor, City shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed. Contractor shall provide for any additional lands and access thereto not included in the Site that may be required for construction facilities or storage of materials and equipment. The cost of such shall be part of the Contract Price. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas 1.Contractor shall confine construction equipment, temporary construction facilities, the storage of materials and equipment, worker car parking and the operations of workers to the Site, to adjacent areas that Contractor has arranged to use through construction easements or otherwise, and to other adjacent areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and such other adjacent areas with worker CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D=12E04F13-E5E75BF8CEWI 00 72 00GENERAL CONDITIONS Page 10 of 55 car parking, construction equipment or other materials or equipment. Contractor shallassume full responsibility for (a) damage to the Site; (b) damage to any such other adjacent areas used for Contractor’s operations; (c) damage to any other adjacent land or areas, or to improvements, structures, utilities, or similar facilities located at such adjacent lands or areas; and (d) for injuries, including death, and damage to or losses of property sustained by the owners or occupants of any such land or areas; provided that such damage, losses, injuries or deaths arose out of or result from the performance of the Work or arose out of or resulted from any other actions or conduct of the Contractor or those for whom Contractor is responsible. 2.At any time when, in the judgment of the City, the Contractor has obstructed, closed, or is carrying on operations in a portion of a street, right-of-way, or easement greater than is necessary for proper execution of the Work, the City may require the Contractor to reduce the area impacted to only that necessary for proper execution of the Work and/or to finish the section on which operations are in progress before work is commenced on any additional area of the Site. 3. 4. 5. Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment and supply storage buildings, or any other item that may be transported by flood flows, shall not be stored within existing federal floodways during the course of the Work. Should any Damage Claim be made by any such owner or occupant adversely impacted because of the performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim. PURSUANT TO PARAGRAPH 7.21, CONTRACTOR SHALL INDEMNIFY ANDHOLD HARMLESS CITY AND ITS OFFICERS, ELECTED AND APPOINTEDOFFICLALS, AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, COSTS,LOSSES, AND DAMAGES ARISING OUT OF OR RELATING TO ANY CLAIM ORACTION, LEGAL OR EQUITABLE, BROUGHT BY ANY SUCH ADVERSELYIMPACTED OWNER OR OCCUPANT AGAINST CITY. B.Removal of Debris DurIng Performance of the Work'. During the progress of the Work the Contractor shall keep the Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris will conform to applicable Laws and Regulations. C.Site Maintenance Cleaning: if 24 hours after written notice is given to the Contractor that the clean-up at the Site is insufficient or occurring in a manner unsatisfactory to the City, the Contractor fails to correct the unsatisfactory condition and/or procedures, the City may take such direct action as the City deems appropriate to correct the clean-up deficiencies cited to the Contractor in the written notice, and the costs of such direct corrective action, plus 25 % of such costs, shall be deducted from the monies due or to become due to the Contractor underthe Contract. D.Final Site Cleaning. Prior to Final Acceptance of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by City and any adjacent property owners, if applicable. At the completion of the Work, Contractor shall remove from the Site and adjacentareas all tools, appliances, construction equipment and machinery, surplus materials, waste materials, rubbish and other debris and shall restore to original condition or better all areas impacted or disturbed by the Work. CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAI. CONDITIONS Page 11 of 55 E. LoadIng of Structures'. Contractor shall not load nor permit any part of any structure to beloaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent structures or land to stresses or pressures that will endanger them. 5.03 Underground Facilities A.Shown or Indicated I The information and data shown or indicated in the Contract Documents with respect to Underground Facilities at or contiguous to the Site is based on information anddata furnished to City or Engineer by the owners of such Underground Facilities, including City, or by others, unless it is otherwise expressly provided in the Supplementary Conditions: : 1. City and Engineer shall not be responsible for the accuracy or completeness of any suchinformation or data provided by others; and 2. the cost of all of the following are included in the Contract Price, and Contractor shall have full responsibility for: a. b. C. d. reviewing and checking all information and data; verifying the actual location of those Underground Facilities shown or indicated inthe Contract Documents as being within the area affected by the Work, by exposing such Underground Facilities during the course of construction; coordination and adjustment of the Work with the owners (including City) of such Underground Facilities, during construction; and the safety and protection of all existing Underground Facilities at the Site, and repairing any damage thereto resulting from the Work. B. Not Shown or Irldicated'. 1.If an Underground Facility that is uncovered or revealed at the Site was not shown or indicated on the Drawings or otherwise indicated in the Contract Documents, or was not shown or indicated on the Drawings or in the Contract Documents with reasonable accuracy, then Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.17), identify the owner of such Underground Facility and give notice to that owner and to City. Contractor shall be responsible for the safety and protection of such discovered Underground Facility. If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences, subject to the provisions ofArticle 11 2. 3.Verification of existing utilities, structures, and service lines shall include notification ofall utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary. ARTICLE 6 - BONDS AND INSURANCE 6.01 Licensed Sureties and Insurers A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 12 of 55 authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 6.02 Performance, Payment, and Maintenance Bonds A.Contractor shall furnish a performance bond and a payment bond, in accordance with the provisions of the Texas Government Code Chapter 2253 or successor statute and as required by the City, each in an amount at least equal to the Contract Price, as security for the faithful performance and payment of all of Contractor’s obligations under the Contract. The performance and payment bonds must be provided by the Contractor to the City prior to theContractor beginning any Work. B.Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as security to protect the City against any defects in any portion of the Work described in the Contract Documents. Maintenance bonds shall remain in effect for two (2) years after the date of Substantial Completion. The maintenance bond(s) shall be provided as directed by the City as part of the close-out of the Contract and shall be provided prior to the final payment beingmade C.All bonds shall be in the form prescribed by the Contract Documents, except as provided otherwise by Laws and Regulations, and must be issued and signed by a surety named in“Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies“ as published in Department Circular 570 (as amended and supplemented) by the Bureau of the Fiscal Service, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority must show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond. D.If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent, or the surety ceases to meet the requirements above, or its right to do business is terminated in the State of Texas, then Contractor shall promptly notify City in writing and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both ofwhich must comply with the bond and surety requirements above. E.If Contractor has failed to obtain a required bond, City may refuse to allow the Contractor to begin Work, exclude the Contractor from the Site and exercise City’s termination rights underArticle 15 F. Upon request to Contractor from any Subcontractor, Supplier, or other person or entity claiming to have furnished labor, services, materials, or equipment used in the performance of the Work, Contractor shall provide a copy of the payment bond to such person or entity. CertifIcates of Insurance6.03 Contractor shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance and endorsements (and other evidence of insurance requested by City or any other additional insured) establishing that Contractor has obtained and is maintaining the policies and coverages required by these General Conditions and the Supplementary Conditions prior to beginning any Work. The certificate of insurance shall document the City, and all identified entities named in the Supplementary Conditions as “additional insureds” on all liability policies. crrY OF DENTON STANDARD CONSTRUCTION SPEcnicATioN DOCUMENrs Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE&+ 00 72 00GENERAI. CONDITIONS Page 13 of 55 2. The Contractor’s general liability insurance shall include a “per project” or “per location endorsement, that shall be identified in the certificate of insurance provided to the City. 3. 4. The certificate shall be signed by an agent authorized to bind coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listedin the current A.M. Best Property & Casualty Guide. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers’ compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction City. If the rating is below thatrequired, written approval of City is required. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City. Failure of the City to demand such certificates or other evidence of full compliance with the insurance requirements or failure of the City to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor’s obligation to maintain such lines of insurance coverage or to provide such certificates or other evidence of full compliance with the insurance requirements. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 5. 6. 7. 8.Unless otherwise stated, all required insurance shall be written on the “occurrence basis If City agrees in writing that coverage is underwritten/may be written on a claims-madebasis, the retroactive date shall be coincident with or prior to the date of the effective date of the Agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the Contract and for three (3) years following Final Acceptance or for the warranty period provided for under the Contract Documents or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. Policies shall have no exclusions by endorsements that either nullify or amend the required lines of coverage, nor or decrease the limits of said coverage unless such endorsements are approved in writing by the City. In the event a Notice of an Award has been issued or the Agreement executed, and the policy exclusions are determined to be unacceptable or the City desires that the Contractor obtain additional insurance coveragethe contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. For any proposed self-insured retention (SIR),) in excess of $25,000.00, affecting insurance coverage, Contractor must obtain the written approval of the City in regard to asset value and stockholders' equity. In lieu of traditional insurance, proposed alternative coverage maintained through insurance pools or, risk retention groups, or self-funding will also require the written approval of the City. 9. 10. 11. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first-dollar basis must be acceptable to and approved in writing by the City. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887Dz12E04F13-E5E75BF8CE54 00 72 00GENERAI. CONDITIONS Page 14 of 55 12.City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and limits when deemed necessary and prudent by the City based upon the scope of the Work, changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City. The City will provide prior notice of 90 days and the insurance adjustments shall be incorporated into the Work by Change Order. 13.City shall be entitled, upon written request to Contractor and without expense to City, to receive copies of policies and endorsements thereto and. City may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions necessary to conform the policy and endorsements to the requirements of the Contract. Deletions, revisions, or modifications shall not be required where policy provisions are established by law or regulations binding upon either party or the underwriter on any such policies. 14. City shall not be responsible for the direct payment of insurance premium costs for Contractor’s insurance. 6.04 Contractor’s Insurance A.Workers Compensation and Employers ’ Liability: Contractor shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers’ Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Contractor’s performance of the Work and Contractor’s other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1. claims under workers’ compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of employees. B.Commercial General Liability . Coverage shall include but not be limited to covering liability (bodily injury, including death, or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury including death,liability under an insured contract, and explosion/collapse/underground (where those exposures exist). Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The Commercial General Liability policy shall have no exclusions by endorsements that would alter or nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, that are normally contained with the policy, unless the City approves such exclusions in writing. For construction projects that present a substantial completed operation exposure, the City may require the Contractor to maintain completed operations coverage for a minimum of noless than three (3) years following the completion of the project (if identified in the Supplementary Conditions)). CITY OF DENrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20. 2020 DocuSign Envelope ID: 9A21BACF-887D42EO-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 15 of 55 C.Automobile Liability. A commercial business auto policy shall provide coverage on “any auto”, defined as autos owned, hired and non-owned and provide indemnity for claims for damages because of bodily injury or death of any person and/or property damage arising out of or related to the work, maintenance or use of any motor vehicle by the Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable. D. E. Railroad Protective Liability . If any of the Work or any warranty work is within the limits of railroad right-of-way, the Contractor shall comply with the requirements identified in the Supplementary Conditions. NotifIcation of Policy Cancellation: Contractor shall immediately notify City upon cancellation or other loss of insurance coverage. Contractor shall stop Work until replacement insurance has been procured. There shall be no time credit for delays or days not worked pursuant to this section. 6.05 Acceptance of Bonds and Insurance; Option to Replace A.If City has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 6 or the Supplementary Conditions on the basis of non-conformance with the Contract Documents, the City shall so notify the Contractor in writing within 10 Business Days after receipt of the certificates (or other evidence requested). Contractor shall provide to the City such additional information in respect of insurance provided as the City may reasonably request. If Contractor does not purchase or maintain all of the bonds and insurance required by the Contract Documents, the City shall notify the Contractor in writing of such failure prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. Such failure to provide bonds or insurance as required by the Contract Documentsis a breach of the terms of the Contract and the City may terminate the Contractor in accordance with the provisions of the Contract Documents. ARTICLE 7 - CONTRACTOR’S RESPONSIBILITIES 7.01 Contractor’s Means and Methods of Construction A. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B.If the Contract Documents note, or Contractor determines, that professional engineering or other design services are needed to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences, and procedures, or for Site safety, then Contractorshall cause such services to be provided by a properly licensed design professional, at Contractor’s expense. Such services are not City-delegated professional design services under this Contract, and neither City nor Engineer has any responsibility with respect to (1) Contractor’s determination of the need for such services, (2) the qualifications or licensing of the design professionals retained or employed by Contractor, (3) the performance of such services, or (4) any errors, omissions, or defects in such services. I .Q2 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 performthe Work in accordance with the Contract Documents. CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20. 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 16 of 55 B.At all times during the progress of the Work, Contractor shall identify and assign a competent superintendent, who is proficient in English, and who shall not be replaced without written notice to City of the name of the replacement superintendent. If at any time the superintendent is not satisfactory to the City, Contractor shall, if requested by City, replace the superintendent with another satisfactory to City. C.Contractor shall notify the City 24 hours prior to moving areas during the sequence of constructron. 7.03 Labor ; Working Hours A. B. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. Contractor shall be fully responsible to City for all acts and omissions of Contractor’s employees; of Suppliers and Subcontractors, and their employees; and of any other individuals or entities performing or furnishing any of the Work, just as Contractor is responsible forContractor’s own acts and omissions. C.Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours on Business Days. Contractor will not permit the performance of Work outside of regular working hours on Business Days without City’s prior written consent (which will not be unreasonably withheld)). Contractor’s written request (by letter or electronic communication) for City’swritten consent must be made as follows: 1. for Work beyond regular working hours on Business Days, request must be made by noon at least two (2) Business Days prior; 2. for Work during Weekend Working Hours, request must be made by noon of the preceding Wednesday; and 3. for Work on state or federal holidays observed by the City, request must be made sufficiently in advance of the holiday, to satisfy requirements for City Council approval. 7.04 Services, Materials, and Equipment A.Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, Contractor required testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents. B.All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of sufficient quality to complete the Work, and must be new and of good quality, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. If required by City, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment to be incorporated into the Work shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance withcrrY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20. 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 17 of 55 instructions of the applicable Supplier, except as otherwise may be provided in the ContractDocuments. D. All items of standard equipment to be incorporated into the Work shall be the latest model at the time of bid, unless otherwise specified. 7.05 Project Schedule A.Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.06 and the General Requirements as it may be adjusted from time to time as provided below. 1.Contractor shall submit to the City for acceptance (to the extent indicated in Paragraph 2.06 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments must comply with any provisions of the General Requirements applicable thereto. 2. 3. Contractor shall submit to City a monthly Project Schedule with a monthly progress payment request for the duration of the Contract in accordance with the Construction Progress Schedule, General Requirements 01 32 16. Proposed adjustments in the Project Schedule that will change the Contract Time shall be submitted in accordance with the requirements of Article 11. Adjustments in Contract Time may only be made by a Change Order. 7.06 “Or Equals ” Contractor’s Request ; Governing Criteria'. Whenever an item of equipment or material is specified or described in the Contract Documents by using the names of one or more proprietary items or specific Suppliers, the Contract Price has been based upon Contractor furnishing such item as specified. The specification or description of such an item is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or “or equal” item is permitted, Contractor may request that City permit the use of other items of equipment or material, or items from other proposed Suppliers, under the circumstances described below. 1.If City in its sole discretion determines that an item of equipment or material proposed by Contractor is flrnctionally equal to that named and sufficiently similar so that nochange in related Work will be required, it may be considered by City as an “or equal” item. For the purposes of this Paragraph, a proposed item of equipment or material will be considered functionally equal to an item so named if: a.the City determines that: 1) 2) 3) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 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; it has a proven record of performance and availability of responsive service; and 4) it is not objectionable to City. b. Contractor certifies that, if the proposed item is approved and incorporated into theWork: CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887Ddj2E0-8F13-E5E75BF8CE9+ 00 72 00GENERAL CONDITIONS Page 18 of 55 1) 2) there will be no increase in cost to the City or increase in Contract Time; and the item will conform substantially to the detailed requirements of the itemnamed in the Contract Documents. B. C. Contractor ’s Expense: Contractor shall provide all data in support of any proposed “or equal” item at Contractor’s expense. City ’s Evaluation and Determination-. City will be allowed a reasonable time to evaluate each “or-equal” request. City may require Contractor to furnish additional data about the proposed “or-equal” item. City will be the sole judge of acceptability. No “or-equal” item will be ordered, furnished, installed, or utilized until City’s review is complete and City determines that the proposed item is an “or-equal.” City.” City will advise Contractor in writing of itsdetermination. D.Effect of City ’s Determination'. Neither approval nor denial of an “or-equal” request will result in any change in Contract Price. The City’s denial of an “or-equal” request will be final and binding, and may not be reversed through an appeal under any provision of the Contract. E. Treatment as a Substitution Request: if City determines that an item of equipment or material proposed by Contractor does not qualify as an “or-equal” item, Contractor may request that City consider the item a proposed substitution pursuant to Paragraph 7.07. Substitutions7.07 A.Contractor ’s Request ; Governing Criteria'. Unless the specification or description of an itemof equipment or material required to be furnished under the Contract Documents contains or is followed by words reading that no substitution is permitted, Contractor may request that City permit the use of other items of equipment or material under the circumstances described below. To the extent possible such requests must be made before commencement of related Work at the Site. 1.Contractor shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is functionally equivalent to that named and an acceptable substitution therefor. City will not accept requests for review of proposed substitute items of equipment or material from anyone other than Contractor. The requirements for review by City will be as set forth in Paragraph 7.07.B, as supplemented by the Specifications, and as City may decide is appropriate under theCIrcumstances. 2. 3.Contractor shall make written application to City for review of a proposed substitute item of equipment or material that Contractor seeks to furnish or use. The application shall comply with Section 01 25 00 and: a. will certify that the proposed substitute item will: 1) perform adequately the functions and achieve the results called for by the general design; 2) be substantially similar in substance to the item specified; and 3) be well-suited to the same use as the item specified. b. will state: crrY OF DEVrON STANDARD CONSTRUCTION SPECIFICATION DOCUMENrs Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887Dzt2E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 19 of 55 1) the extent, if any, to which the use of the proposed substitute item will adverselyimpact Contractor’s achievement of Final Acceptance on or before the ContractTime 2) whether use of the proposed substitute item in the Work will require a changein any of the Contract Documents (or in the provisions of any other direct contract with City for other work on the Project) to adapt the design to the proposed substitute item; and 3) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee of royalty. c. will identify: 1)all variations of the proposed substitute item from the item specified; and 2)available engineering, sales, maintenance, repair, and replacement services. d. will contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including but not limited to changes in Contract Price, shared savings, costs of redesign, and Damage Claims of other contractors affected by any resulting change. B.City ’s Evaluation and Determination'. City will be allowed a reasonable time to evaluate each substitution request. City may require Contractor to furnish additional data about the proposed substitute item. City will be the sole judge of acceptability. No substitute will be ordered, furnished, installed, or utilized until City’s review is complete and City determines that the proposed item is an acceptable substitution. City’s approval determination will be evidenced by a Change Order accounting for the substitution itself and all related impacts, including changes in Contract Price or Contract Time. City will advise Contractor in writing of anydenial determination. C.Special Guarantee'. City may require Contractor to furnish at Contractor’s expense a special performance guarantee or other surety with respect to any substitution. Contractor shall indemnify and hold harmless City and its offIcers, elected and appointed officials,employees, agents, consultants and subcontractors and anyone directly or indirectly employed by them from and against any and all claims, damages, losses and expenses (including attorney’s fees) arising out of or related to the use of substituted materials or equipment. D.Reimbursement of City’s Cost-. City will record City’s costs in evaluating a substitution proposed or submitted by Contractor. Whether or not City approves a substitute so proposed or submitted by Contractor, Contractor shall reimburse City for evaluating each such proposed substitute. Contractor shall also reimburse City for the charges for making changes in the Contract Documents (or in the provisions of any other direct contract with City) resulting from the acceptance of each proposed substitute. E. F. Contractor’s Expense I Contractor shall provide all data in support of any proposed substitute at Contractor’s expense. City Substitution Reimbursement I Cost savings attributable to acceptance of a substitution shall be paid to City by Contractor by an appropriate Change Order decreasing the ContractPrice crrY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 20 of 55 G.Effect of City ’s Determination I if City approves the substitution request, Contractor shall execute the proposed Change Order and proceed with the substitution. The City’s denial of a substitution request will be final and binding, and may not be reversed through an appeal under any provision of the Contract. Contractor may challenge the scope of reimbursement costs imposed under Paragraph 7.07.D, by timely submittal of a Change Order. 7.08 Concerning Subcontractors and Suppliers A.Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, against whom City may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection, except as provided in Paragraph 7.08.B. The Contractor’s retention of a Subcontractor or Supplier for the performance of parts of the Work will not relieve Contractor’s obligation to City to perform and complete the Work in accordance with the Contract. B. C. The City may require the use of specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work, and will provide such requirements in the Supplementary Conditions. Contractor shall provide to City as part of the Bid, the identity of all proposed Subcontractors and Suppliers. Such proposed Subcontractor or Supplier shall be deemed acceptable to City unless City raises a substantive, reasonable objection prior to execution of the Agreement. D.Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor just as Contractor is responsible for Contractor’s own acts and omissions. Nothing in the Contract: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between City and any such Subcontractor, Supplier or other individual or entity; nor 2. shall create any obligation on the part of City to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. E.No acceptance by City of any such Subcontractor or Supplier, whether initially or as a replacement, will constitute a waiver of the right of City to the completion of the Work inaccordance with the Contract Documents, Contract Price and Contract Time. F. Contractor shall be solely responsible for scheduling and coordinating the tasks of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any ofthe Work under a direct or indirect contract with Contractor. G.All Work performed for Contractor by a Subcontractor or Supplier must be pursuant to an appropriate contractual agreement that specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract for the benefit of City. Contractor must comply with all applicable federal, state, and local laws, statutes, ordinances or regulations, including but not limited to immigration laws, workers compensation laws and wage laws, in the hiring of any Subcontractor or Supplier and shall ensure that each Subcontractor or Supplier has the same obligations. CITY OF DENrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 21 of 55 H.Contractor shall restrict all Subcontractors and Suppliers from communicating with City, except through Contractor or in case of an emergency, or as otherwise expressly allowed inthis Contract. 7.09 Wage Rates A.Duty to pay Prevailing Wage Rates'. The Contractor shall comply with all requirements of Chapter 2258, Texas Government Code (as amended), including the payment of not less than the rates determined by the City Council of the City of Denton to be the prevailing wage rates in accordance with Chapter 2258. The then current prevailing wage rates at the time ofexecution of the Agreement are included in these Contract Documents. Penalty for Violation: A Contractor or any Subcontractor who does not pay the prevailing wage shall, upon demand made by the City, pay to the City $60 for each worker employed for each calendar day or part of the day that the worker is paid less than the prevailing wage rates stipulated in these contract documents. This penalty shall be retained by the City to offset itsadministrative costs, pursuant to Texas Government Code Section 2258.023. Complaints of Violations and City Determination of Good Cause: On receipt of information, including a complaint by a worker, concerning an alleged violation of Section 2258.023, Texas Government Code, by a Contractor or Subcontractor, the City shall make an initialdetermination, before the 31st day after the date the City receives the information, as to whether good cause exists to believe that the violation occurred. The City shall notify in writing the Contractor or Subcontractor and any affected worker of its initial determination.Upon the City’s determination that there is good cause to believe the Contractor or Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by theclaimant or claimants as the difference between wages paid and wages due under the prevailing wage rates, such amounts being retained from successive progress paymentspending a final determination of the violation. D.Arbitration Required f Violation Not Resolved: An issue relating to an alleged violation ofSection 2258.023, Texas Government Code, including a penalty owed to the City or an affected worker, shall be submitted to binding arbitration in accordance with the Texas General Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or Subcontractor and any affected worker does not resolve the issue by agreement before the 15th day after the date the City makes its initial determination pursuant to Paragraph 7.09.C. If the persons required to arbitrate under this section do not agree on an arbitrator before the 11 th day after the date that arbitration is required, a district court shall appoint an arbitrator on thepetition of any of the persons. The City is not a party in the arbitration. The decision and award of the arbitrator is final and binding on all parties and may be enforced in any court of competent jurisdiction. Records fo be Maintained I The Contractor and each Subcontractor shall, for a period of three (3) years following the date of Final Acceptance, maintain records that show (i) the name and occupation of each worker employed by the Contractor in the construction of the Work provided for in this Contract; and (ii) the actual per diem wages paid to each worker. The records shall be available in Denton County, Texas at all reasonable hours for inspection by the City. The provisions of Paragraph 7.23, Right to Audit, shall pertain to this inspection. Progress Payments: With each progress payment request or payroll period, whichever is less,the Contractor shall submit an affidavit stating that the Contractor has complied with the requirements of Chapter 2258, Texas Government Code. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Novelnber 2D, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAI, CONDITIONS Page 22 of 55 G.Posting of Wage Rates: The Contractor shall post prevailing wage rates in a conspicuous placeat the Site at all times. H. Subcontractor Compliance'. The Contractor shall include in its subcontracts and/or shall otherwise require all of its Subcontractors to comply with Paragraphs 7.09. A through 7.09.G. 7.10 Patent Fees and Royalties A.Contractor shall pay all patent or license fees and royalties and pay all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If an invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any patent or license fee or royalty toothers, the existence of such rights will be disclosed in the Contract Documents. Failure of the City to disclose such information does not relieve the Contractor from its obligations to pay said fees or, royalties or costs to others. B.TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS,CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS CITY, AND ITSOFFICERS, ELECTED AND APPOINTED OFFICIALS, DIRECTORS, MEMBERS,PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUBCONTRACTORS OFEACH AND ANY OF THEM, FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES,AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGESOF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS ANDALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS)ARISING OUT OF OR RELATING TO ANY INFRINGEMENT OF PATENT RIGHTSOR COPYRIGHTS INCIDENT TO THE USE IN THE PERFORMANCE OF THE WORKOR RESULTING FROM THE INCORPORATION IN THE WORK OF ANYiNrENTiON, DESIGN, PROCESS, PRODUCT, OR DEVICE. 7.11 Permits and Utilities A.Contractor obtained permits and licenses . Unless otherwise expressly provided in the Contract Documents, Contractor shall obtain and pay for all construction permits and licenses. City shall provide reasonable assistance to Contractor, if necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work applicable at the time the Notice of Award is issued, except for permits provided by the City as specified in Paragraph 7.11.B. City shall pay the charges of utility service providers for connections for providing permanent service to the Work. B.City obtained permits and licenses. City will obtain and pay for those permits and licensesidentified as City’s responsibility in the Supplementary Conditions or Contract Documents. It will be the Contractor’s responsibility to comply with and carry out the provisions of the permit. If the Contractor initiates changes to the Contract and the City approves the changes, the Contractor is responsible for obtaining clearances and coordinating with the appropriate regulatory agency. relating to the changes. The City will not reimburse the Contractor for any cost associated with the requirements of any City acquired permit. The following are permitsthe City will obtain if required: 1.Texas Department of Transportation Permits 2.U.S. Army Corps of Engineers Permits CITY OF DENtON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Novelrtber 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 23 of 55 3.Texas Commission on Environmental Quality Permits 4. Railroad Company Permits 5.Texas Department of Licensing and Regulation (TDLR) Permits C.Outstanding permits and licenses . Any outstanding permits and licenses are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding permits and licenses. 7.12 Taxes A.On issuance of a Notice of Award by the City, an organization which qualifying for exemption pursuant to Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rentor lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to its Supplier an exemption certificate in lieu of the tax, said exemption certificate to comply with State Comptroller’s Rulings applicable to Texas Tax Code, Subchapter H. Any such exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall comply with all applicable rulings pertaining to the Texas Tax Code, Subchapter H. B.Texas tax permits and information may be obtained from: 1. Comptroller of Public AccountsSales Tax Division Capitol StationAustin, TX 78711; or 2.http://www. window.state.tx.us/taxinfo/taxforms/93-forms.html 7.13 Laws and Regulations A.Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, City shall not be responsible for monitoring Contractor’scompliance with any Laws and Regulations. If Contractor performs any Work or takes any other action knowing or having reason to knowthat it is contrary to Laws and Regulations, Contractor shall be liable for all resulting claims, costs losses, and damages, and shall indemnify and hold harmless City, and its officers, elected and appointed officials, directors, members, partners, employees, agents, consultants, andsubcontractors 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 orrelating to such Work or other action. Changes in Laws and Regulations not known at the time of the City’s issuance of a Notice of Award having an effect on the cost or time of performance of the Work may be the subject of an adjustment in Contract Price or Contract Time. B. C. 7.14 Record Documents A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings,Specifications, Addenda, Change Orders, Field Orders, written interpretations and clarifications, and approved Shop Drawings. Contractor shall keep such record documents inCITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAI. CONDITIONS Page 24 of 55 good order and annotate them to show changes made during construction. Contractor shall include accurate locations for buried and imbedded items. These record documents, togetherwith all approved Samples, will be available to City for reference. Upon completion of the Work, Contractor shall deliver these record documents to City prior to Final Inspection. Safety and Protection7.15 A.As between City and Contractor, Contractor shall be responsible for the safety of persons and property in the performance of the Work, for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work and for compliance with applicablesafety Laws and Regulations. B.Contractor shall designate a qualified and experienced safety representative whose duties and responsibilities are the prevention of Work-related accidents and the maintenance and supervision of safety precautions and programs. Contractor shall inform the City in writing of Contractor’s designated safety representative at the Site. C.Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storageon or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks,pavements, roadways, structures, other work in progress, utilities, and UndergroundFacilities not designated for removal, relocation, or replacement in the course ofconstructIon. D.All damage, injury, or loss to any property referred to in Paragraph 7.1515.C.2 or 7.1515.C.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be the responsibility of and remedied by Contractor at its expense. E.Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall implement, erect and maintain all necessary safeguards for such safety andprotectron. F.Contractor shall notify City; the owners of adjacent property; the owners of UndergroundFacilities and other utilities (if the identity of such owners is known to Contractor); and other contractors and utility owners performing work at or adjacent to the Site, in writing, when Contractor knows that prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property or work inprogress. G. H. Contractor shall comply with the applicable requirements of City’s safety programs, if any. Contractor shall inform City in advance in writing of the specific requirements of Contractor’s safety program with which City’s and Engineer’s employees and representatives must complywhile at the Site. crrY OF DENrONSTANDARD CONSTRUCTION SPEcnicATioN DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42EO-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 25 of 55 1.Contractor’s duties and responsibilities for safety and protection will continue until all the Work is completed and City has issued a Letter of Final Acceptance. J. Contractor’s duties and responsibilities for safety and protection will resume whenever Contractor or any Subcontractor or Supplier returns to the Site to fulfill warranty or correction obligations, or to conduct other tasks arising from the Contract Documents. 7.16 Hazard Communication Programs A. Contractor shall be responsible for coordinating any exchange of safety data sheets (formerly known as material safety data sheets) or other hazard communication information required tobe made available to or exchanged between or among employers at the Site in accordance with Laws and Regulations. 7.17 Emergencies and/or RectifIcation A.In the event of threatened or actual emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to immediately act to prevent damage, injury, or loss. Contractor shall give City prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused by an emergency or are required as a result ofContractor’s response to an emergency. If City determines that a change in the Contract Documents is required because of an emergency or Contractor’s response, a Change Order may be issued. B.Should the Contractor fail to respond to a request from the City to rectify any discrepancies, omissions, or correction necessary to conform with the requirements of the Contract Documents, the City shall give the Contractor written notice that such work or changes are to be performed. The written notice shall direct attention to the discrepant condition and request the Contractor to take remedial action to correct the condition. In the event the Contractor does not take proper action within 24 hours to fulfill this written request or fails to show just cause for not taking the proper action, within 24 hours, the City may take such remedial action with City resources or by contract. The City shall deduct an amount equal to the entire cost for such remedial action, plus 25% from any funds due or to become due the Contractor on the Project. 7.18 Subtnittals A.Submittal Procedures for Shop Drawings and Samples-. Contractor shall submit required Submittals to City for review and acceptance in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.03). 1. 2. Contractor shall submit the Submittals in accordance with Section 01 33 00 of the General Requirements. Data shown on the Submittals must be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to demonstrate to City the services, materials, and equipment Contractor proposes to provide, and to enable City to review the information for the limited purposes required by Paragraph 7. 18,C. 3.Submittals reviewed and accepted by City for conformance with the design concept shall be executed in conformity with the Contract Documents unless otherwise required byCity CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 26 of 55 4. When Submittals are submitted for the purpose of showing the installation in greater detail, their review shall not excuse Contractor from requirements shown on the Drawings and Specifications. 5. For-Information-Only submittals upon which the City is not expected to conduct a review or take responsive action may be so identified in the Contract Documents. 6.Contractor shall submit the required number of Samples specified in the Specifications. 7. Contractor shall clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which it is intended and other data as City may require to enable City to review the Submittal for the limited purposes set forth in Paragraph 7.18.C. B. C. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to City’s review and acceptance of the pertinent submittal will be at the sole risk, expense and responsibility of Contractor. City’s Review 1.City will provide timely review of Submittals in accordance with the accepted Schedule of Submittals. City’s review and acceptance will be to determine if the items covered by the Submittals will, after installation or incorporation in the Work, comply with the requirements of the Contract Documents, and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2.City’s review and acceptance will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence or procedure of construction is specifically and expressly called for by the Contract Documents), or to safety precautions or programs incident thereto, 3. 4. City’s review and acceptance of a separate item as such will not indicate approval of the assembly in which the item functions. City’s review and acceptance of a Submittal will not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Section 01 33 00 of the General Requirements, and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal. 5. 6. 7. 8. City’s review and acceptance of a Submittal will not relieve Contractor from responsibility for complying with the requirements of the Contract Documents. City’s review and acceptance of a Submittal, or of a variation from the requirements of the Contract Documents, will not, under any circumstances, change the Contract Time or Contract Price, unless such changes are included in a Change Order. Neither City’s receipt, review, or acceptance of a Submittal will result in such item becoming a Contract Document. Contractor shall perform the Work in compliance with the requirements and commitments set forth in accepted Submittals, subject to the provisions of Section 01 33 00 of the General Requirements. crrY OF DEVrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENrs Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CEWI 00 72 00GENERAL CONDITIONS Page 27 of 55 7.19 Continuing the Work A. Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as City and Contractor may otherwise agree in writing. 7.20 Contractor’s General Warranty and Guarantee A.Contractor warrants and guarantees to City that all Work will be in accordance with the Contract Documents and will not be defective. City and its officers, elected and appointed officials, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on Contractor’s warranty and guarantee. B.Contractor’s warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, or improper modification, maintenance, or operation, by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2.normal wear and tear under normal usage. C.Contractor’s obligation to perform and complete the Work in accordance with the Contract Documents is absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents, a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents, or a release of Contractor’s warranty and guarantee under this Paragraph 7.20: 1. 2. 3. 4. Observations by Engineer or City; Recommendation by Engineer or payment by City of any progress or final payment; The issuance of a letter or certificate of Final Acceptance by City or any payment related thereto by City; Use or occupancy of the Work or any part thereof by City; 5.Any review and acceptance of a Submittal by City; 6.Any inspection, test, or acceptance by others; or 7.Any correction of defective Work by City. D.The Contractor shall remedy any defects or damages in the Work and pay for any damage to other work or property resulting therefrom which shall appear within a period of two (2) years from the date of Substantial Completion of the Work unless a longer period is specified. Contractor shall fbrnish a good and sufficient maintenance bond, complying with therequirements of Paragraph 6.02.B. The City will give notice of observed defects with reasonable promptness. 7.21 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. CITY OF DENTONSTANDARD CONSTRUCTION SPECniCATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21 BACF-887D42E08F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 28 of 55 B.If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, City will specify all performance and design criteria that such services must satisfy. Contractorshall cause such services or certifications to be provided pursuant to the professional standard of care by a properly licensed design professional, whose signature and seal must appear on all drawings, calculations, specifications, certifications, and Submittals prepared by such design professional. Such design professional must issue all certifications of design requiredby Laws and Regulations. C. D. If a Submittal related to the requirements indicated in Paragraph 7.22.B is prepared byContractor, a Subcontractor, or others for submittal to City, then such Submittal must bear the written approval of Contractor’s design professional when submitted by Contractor to City. City shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, and approvals performed or provided by the design professionals retained or employed by Contractor under the conditions indicated in Paragraph 7.22.B, subject to the professional standard of care and the performance and design criteria stated in the ContractDocuments. E. Pursuant to this Paragraph 7.22, City’s review, acceptance, and other determinations regarding design drawings, calculations, specifications, certifications, and other Submittals furnished by Contractor pursuant to the conditions indicated in Paragraph 7.22.B, will be only for thefollowing limited purposes: 1. Checking for conformance with the requirements of this Paragraph 7.22; 2. Confirming that Contractor (through its design professionals) has used the performance and design criteria specified in the Contract Documents; and 3. Establishing that the design furnished by Contractor is consistent with the design conceptexpressed in the Contract Documents. 1 .22 Right to Audit A.The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract during the term of the Contract and for five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be made available, in Denton County, Texas within ten (10) Business Days of City’s written request. Further, the Contractor shall also require allSubcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within Denton County, Texas. Except as otherwise provided herein, the cost of the audit will be borne by the City unless the audit reveals an overpayment of 1 % or greater. If the City is undertaking an audit or inspection pursuant to Paragraph 7.09 or if an overpayment of 1 % or greater occurs, the City’s reasonable cost of the audit, including any travel costs, must be paid by the Contractor within five (5) Business Days of receipt of City’s invoice for such costs. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of theterms “books”, “records”, “documents” and “other evidence”, as used above, shall be CITY OF DENrONSTANDARD CONSTRUCTION SPEcnicATioN DOCUMENrsRevised November 20. 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 29 of 55 constnred to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 7.23 Nondiscrimination A.The City is responsible for operating Public Transportation Programs and implementing transit-related projects, funded in part with Federal financial assistance awarded by the U.S. Department of Transportation and the Federal Transit Administration (FTA), without discriminating against any person in the United States on the basis of race, color, or national orlgln B.Contractor shall comply with the requirements ofTitle F/, Civil Rights act of 1964 as amended and the regulations promulgated thereunder, as may be further defined in the Supplementary Conditions, for any project receiving Federal assistance. ARTICLE 8 - OTHER WORK AT THE SITE 8.01 Other Work A.In addition to and apart from the Work under the Contract Documents, the City may perform other work at or adjacent to the Site. Such other work may be performed by City’s employees, or through contracts between the City and third parties. City may also arrange to have third- party utility owners perform work on their utilities and facilities at or adjacent to the Site. B. C. If City performs other work at or adjacent to the Site with City’s employees, or through contracts for such other work, then City shall give Contractor written notice thereof prior to starting any such other work, if such other work is not noted in the Contract Documents. Contractor shall afford proper and safe access to the Site to each contractor that performs such other work, each utility owner performing other work, and City, if City is performing other work with City’s employees, and provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work. D.Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others’ work with the written consent of City and the others whose work will be affected. E.If the proper execution or results of any part of Contractor’s Work depends upon work performed by others, Contractor shall inspect such other work and promptly report to City in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor’s Work except for latent defects and deficiencies in such other work that could not have been discovered through a proper inspection. F.The provisions of this Article 8 are not applicable to work that is performed by third-party utilities or other third-party entities without a contract with City, or that is performed without having been arranged by City. If such work occurs, then any related delay, disruption, or interference incurred by Contractor is governed by the provisions of Paragraph 4.03.D.3 . CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE91 00 72 00GENERAL CONDITIONS Page 30 of 55 8.02 Coordination A.If City intends to contract with others for the performance of other work at or adjacent to the Site, to perform other work at or adjacent to the Site with City’s employees, or to arrange to have utility owners perform work at or adjacent to the Site, the following will be set forth in the Supplementary Conditions or provided to Contractor prior to the start of any such otherwork 1. The identity of the individual or entity that will have authority and responsibility forcoordination of the activities among the various contractors; 2. An itemization of the specific matters to be covered by such authority and responsibility;and 3. The extent of such authority and responsibilities. B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for suchcoordination. 8.03 Legal Relationships A.Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with the work of City, any other contractor, or any utility ownerperforming other work at or adjacent to the Site. 1. When City is performing other work at or adjacent to the Site with City’s employees, Contractor shall be liable to City for damage to such other work, and for the reasonable direct delay, disruption, and interference costs incurred by City as a result of Contractor’s failure to take reasonable and customary measures with respect to City’s other work. B.If Contractor damages, delays, disrupts, or interferes with the work of any other contractor, or any utility owner performing other work at or adjacent to the Site, through Contractor’s failure to take reasonable and customary measures to avoid such impacts, or if any Damage Claimarising out of Contractor’s actions, inactions, or negligence in performance of the Work at or adjacent to the Site is made by any such other contractor or utility owner against Contractor, City, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all partiesthrough negotiations with such other contractor or utility owner, or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law, and (2) indemnify, defend and hold harmless City and Engineer, and the officers, elected and appointed officials, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claims, and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such damage, delay, disruption, or interference. ARTICLE 9 – CITY’S RESPONSIBILITIES 9.01 Communications to Contractor A. Except as otherwise provided in the Supplementary Conditions, City shall issue allcommunications to Contractor. 9.02 Furnish Data A. City shall promptly furnish the data required of City under the Contract Documents. crrY OF DEVrONSTANDARD CONSTRUCTION SPEcnicATioN DOCUMENTS Revised Novetnber 20, 2020 DocuSign Envelope ID: 9A21BACF-887Ddj2E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 3 1 of 55 9.03 Pay When Due A. City shall make payments to Contractor when they are due in accordance with and subject to the provisions of Article 14. 9.04 Lands and Easements; Reports, Tests , and Drawings A. B. City’s duties with respect to providing lands and easements are set forth in Paragraph 5.01. Article 5 refers to City’s identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions at the Site, and drawings of physical conditions relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by City in preparing the Contract Documents. 9.05 9.06 Change Orders A.City’s responsibilities with respect to Change Orders are set forth in Article 1 1. Inspections, Tests, and Approvals A. City’s responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.02.DD. 9.07 Limitations on City’s Responsibilities A.The City shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to complywith Laws and Regulations applicable to the performance of the Work. City will not be responsible for Contractor’s failure to perform the Work in accordance with the ContractDocuments. 9.08 Undisclosed Hazardous Environmental Condition A. City’s responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 5.06. 9.09 Compliance with Safety Program A. While at the Site, City’s employees and representatives shall comply with the specific applicable requirements of Contractor’s safety programs of which City has been informed in advance in writing pursuant to Paragraph 7.15. ARTICLE 10 - CITY’S OBSERVATION DURING CONSTRUCTION 10.01 City’s Project Manager or Duty Authorized Representative A. City will provide a Project Manager or duly authorized representative during the construction period. The duties and responsibilities and the limitations of authority of City’s Project Manager or duly appointed representative during construction are set forth in the ContractDocuments. B. City’s Project Manager for these Contract Documents is as set forth in the Supplementary Conditions. City will establish a duly authorized representative at the Preconstruction Meeting in accordance with Section 01 31 19 of the General Requirements. CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 32 of 55 10.02 Visits to Site A.City will make visits to the Site at intervals appropriate to the various stages of construction as City deems necessary in order to observe the progress that has been made and the quality of the various aspects of Contractor’s executed Work. Based on information obtained during such visits and observations, City will determine, in general, if the Work is proceeding in accordance with the Contract Documents. City will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. City’s efforts will be directed toward providing City a greater degree of confidence that the completed Work will conform generally to the Contract Documents. B.City’s visits and observations are subject to all the limitations on City’s responsibility set forth in Paragraph 9.07. Particularly, but without limitation, during or as a result of City’s visits or observations of Contractor’s Work, City will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 10.03 Determinations for Work Performed A.As applicable, Contractor will determine the actual quantities and classifications of Workperformed.. City’s Project Manager or duly authorized representative will review with Contractor the preliminary determinations on such matters before rendering a written recommendation. City’s written decision will be final (except as modified to reflect changed factual conditions or more accurate data). 10.04 Decisions on Requirements of Contract Documents and Acceptability of Work A. B. C. City will be the interpreter of the requirements of the Contract Documents and judge theacceptability of the Work thereunder. City will render a written decision on any issue referred. City’s written decision on the issue referred will be final and binding on the Contractor, subject to the provisions of Paragraph 11.07. ARTICLE 11 - CHANGES ININ THE WORK; CLAIMS; EXTRA WORK 11.01 Amending and Supplementing the Contract A. The Contract may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof, including in the Contract Price or Contract Time, but such amendment will be made by Change Order only. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work not involving a change in Contract Price or Contract Time, may be authorized, by one of the following ways: 1. A Field Order; or 2. City’s review of a Submittal (subject to the provisions of Paragraph 7.18.C); or 3. City’s written interpretation or clarification. crrY OF DEVrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D4+2E04F13-E5E75BF8CE Bt 00 72 00GENERAL CONDITIONS Page 33 of 55 11.02 Execution of Change Orders A.City and Contractor shall execute appropriate Change Orders covering: 1. 2. Changes in the Contract Price or Contract Time which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed. . Changes in the Work which are: (a) ordered by City pursuant to Paragraph 11.04, (b) required because of City’s acceptance of defective Work under Paragraph 13.05 or City’s correction of defective Work under Paragraph 13.08, or (c) as otherwise agreed to by the parties. 11.03 Field Orders A.City may authorize minor variations and deviations in changes in the Work if the changes do not involve an adjustment in the Contract Price or the Contract Time and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such changes will be accomplished by a Field Order and will be binding on both the City and Contractor, which shall perform the Work involved promptly. 11.04 Authorized Changes in the Work – Extra Work A.Without invalidating the Contract and without notice to any surety, City may, at any time or from time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall proceed with the Work involved only upon receiving written notice from City. Extra Work will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memodalized by a Change Order which may or may not precede an order of Extra Work. B. For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field Order may be issued by City. 11.05 Unauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Time with respect to any work performed that is not required by the Contract Documents, as amended, modified, or supplemented as allowed herein, except in certain cases of an emergency as provided in Paragraph 7.17.A. 11.06 Dispute of Extra Work A.Should a difference arise as to what does or does not constitute Extra Work, or as to the payment for such Extra Work, and the City requires its performance, the Contractor shall proceed with the Extra Work after making written request for a Change Order and shall keep accurate account of the actual reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to Paragraph 11.07. B. C. The Contractor shall furnish the City such records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a corrected set of plans showing the actual work performed. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be the full, complete and final payment for all charges, fees and costs Contractor incurs as a result of or relating to the Extra Work, whether said charges, fees or costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any charges, fees CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENtS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887Ddj2E0-8F13-E5E75BF8CE91 00 72 00GENERAL CONDITIONS Page 34 of 55 or costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the Extra Work. 11.07 Contract Claims Process A.City ’s Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.08, shall be referred to the City for decision. A decision by City shall be required as a condition precedent to any exercise by Contractor of any rights or remedies he may otherwise have under the Contract Documents or by Laws and Regulations in respect of such ContractClaims B.Notice'. 1. Written notice stating the general nature of each Contract Claim shall be delivered by the Contractor to City no later than 15 days after the start of the event giving rise thereto. Theresponsibility to substantiate a Contract Claim shall rest with the party making theContract Claim. 2.Notice of the amount or extent of the Contract Claim, with supporting data shall be delivered to the City no later than 45 days after the start of the event giving rise thereto (unless the City notifies Contractor in writing that City will allow additional time for Contractor to submit additional or more accurate data in support of such Contract Claim). 3. 4. 5. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 11.08. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 11.09. Each Contract Claim shall be accompanied by Contractor’s written statement that the adjustment claimed is the entire adjustment to which the Contractor believes it is entitledas a result of said event. 6. The City shall submit any response to the Contractor within 30 days after receipt of theContractor’s last submittal (unless in connection with the Contract Claim (unless Contractor allows the City additional time to submit a response). C.City ’s Action: City will review each Contract Claim and, within 30 days after receipt of the last submittal of the Contractor unless action by City’s Council is required, take one of the following actions in writing: 1. 2. 3. deny the Contract Claim in whole or in part; approve the Contract Claim; or notify the Contractor that the City is unable to resolve the Contract Claim if, in the City’s sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Contract Claim, such notice shall be deemed a denial. D. E. City’s written action under this Paragraph 11.07 will be final and binding, unless City or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days ofsuch action or denial. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not submitted in accordance with this Paragraph 11.07. crrY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENrs Revised Novelnber 20, 2020 DocuSign Envelope ID: 9A21BACF-887D-42E0-8F13-E5E75BF8CE&I 00 72 00GENERAL CONDITIONS Page 35 of 55 F. If the City fails to take any action pursuant to this Paragraph 11.07, the Contract Claim is considered to have been denied by the City. 11.08 Change of Contract Price A. B. The Contract Price may only be changed by a Change Order. The value of any Work covered by a Change Order will be determined as follows: 1. Where the Work involved is covered by unit prices contained in the Contract Documents, then by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 12.03); 2.Where the Work involved is not covered by unit prices contained in the Contract Documents, then by a mutually agreed lump sum or unit price (which may include an allowance for overhead and profit not necessarily in accordance withParagraph 11.08.C.2), and shall include the cost of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work; or 3.Where the Work involved is not covered by unit prices contained in the Contract Documents and the parties do not reach mutual agreement to a lump sum or unit price, then on the basis of the Cost of the Work (determined as provided in Paragraph 12.01)plus a Contractor’s fee for overhead and profit (determined as provided in Paragraph 11.08.C). C.Contractor's Fee-. The Contractor’s fee for overhead and profit will be determined as follows: 1. 2. A mutually acceptable fixed fee; or 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: For costs incurred under Paragraphs 12.01.B.1, 12.01.B.2, and 12.01.B.3, the Contractor’s fee will be 15 percent. a.For costs incurred under Paragraph 12.01.B.4, the Contractor’s fee will be 5 percent; 1)Where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 11.08.C.2.a and 11.08.C.2.b is that the Contractor’s fee will be based on: (1) a fee of 15percent of the costs incurred under Paragraphs 12.01.B.1, 12.01.B.2, and 12.01.B.3 by the Subcontractor that actually performs the Work, at whatever tier, and (2) with respect to Contractor itself and to any Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work, a fee of 5 percent of the amount (fee plus underlying costs incurred) attributable to thenext lower tier Subcontractor; provided, however, in no case shall the cumulative total of fees paid be in excess of 25% of the Cost of the Work; b.No fee will be payable on the basis of costs itemized under Paragraphs 12.01.B.5, 12.01.B.6, and 12.01.C; c. The amount of credit to be allowed by Contractor to City for any change whichresults in a net decrease in Cost of the Work will be the amount of the actual net decrease in Cost of the Work and a deduction of an additional amount equal to 5 percent of such actual net decrease in Cost of the Work; and CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE91 00 72 00GENERAI. CONDITIONS Page 36 of 55 11.09 Change of Contract Time A.The Contract Time may only be changed by a Change Order. B. No extension of the Contract Time will be allowed under a Change Order for Extra Work or for claimed delay unless the Extra Work contemplated or claimed delay is shown to be on the critical path of the Project Schedule or Contractor can show by critical path method analysis how the Extra Work or claimed delay adversely affects the critical path. C. Delay, disruption, and interference in the Work, and any related changes in Contract Time, are addressed in and governed by Paragraph 4.03. 11.10 NotifIcation to Surety A.If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect the effect of any such change. ARTICLE 12 - COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITYMEASUREMENT 12.01 Cost of the Work A. Purposes for Determination of Cost of the Work'. The term “Cost of the Work” means the sum of all costs necessary for the proper performance of the Work at issue, as further defined below. The provisions of this Paragraph 12.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price, under cost-plus-fee, time-and-materials, or other cost-based terms; or 2. When needed to determine the value of a Change Order. When the value of any such adjustment is determined on the basis of Cost of the Work, Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment. B.Costs Included: The term, “Cost of the Work” means the sum of all costs, except those excluded in Paragraph 12.01.C, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work is covered by a Change Order, the costs reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work. Such costs shall be in amounts no higher than those calculated based on the prevailing wage rates contained in the Contract Documents, shall not include any of the costs itemized in Paragraph 12.01.C, and may include as applicable, but not be limited to the following items: 1.Payroll costs or stipulated rates for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by City andContractor. Such employees shall include, without limitation, superintendents, foremen, safety managers, safety representatives, and other personnel employed full time on theWork. Payroll costs for employees not employed full time on the Work will be apportioned on the basis of their time spent on the Work. Payroll costs shall include,salaries and wages plus the cost of fringe benefits, which include social security contributions, unemployment, excise, and payroll taxes, workers’ compensation, healthcrrY OF DEVrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Novelnber 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42EO-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 37 of 55 and retirement benefits, sick leave, and vacation and holiday pay applicable thereto, The expenses of performing Work outside of regular working hours on Business Days, duringWeekend Working Hours, or on a state or federal holiday observed by the City, shall be included in the above to the extent authorized by City. 2.Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers’ field services required inconnection therewith. 3.Rentals of all construction equipment and machinery and the parts thereof, whether rented from Contractor or others, in accordance with rental agreements approved in writing by City, and the costs of transportation, loading, unloading, assembly, dismantling, andremoval thereof. All such costs shall be in accordance with the terms of said rental agreements. and the Contract Documents. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by City, Contractor shall obtain competitive bids from subcontractors acceptable to City . Contractor shall deliver such bids to City, which will then determine, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of theWork and fee will be determined in the same manner as Contractor’s Cost of the Work and fee as provided in this Paragraph 12.01 and Paragraph 11.08.C. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed or retained for services specifically related to the Work and specifically included in the agreed upon schedule of job classifications referred to in Paragraph 12.01.B.1 or otherwise specifically includedin the Contract. 4. 5. 6.Supplemental costs consisting of the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor’s employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, and temporary office or facilities at the Site, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, as imposed by Laws and Regulations, excluding those taxes for which an exemption is available as described in Paragraph 7.12. d. Deposits lost for causes other than the negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. e. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work, provided such losses and damages have resulted fromcauses other than the negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or forCITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF.887D42E08F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 38 of 55 whose acts any of them may be liable. Such losses include settlements made with the written consent and approval of City. No such losses, damages, and expenses will be included in the Cost of the Work for the purpose of determining Contractor’s fee f.The cost of utilities, fuel, and sanitary facilities at the Site. g. Minor expenses such as communication service at the Site, express and courier services, and similar petty cash items in connection with the Work. h. The costs of premiums for all bonds and insurance that Contractor is required by the Contract Documents to purchase and maintain. C.Costs Excluded: The term Cost of the Work does not include any of the following items: 1.Payroll costs and other compensation of Contractor’s officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor’s principal or branch office for general administration of the Work and not specifically included in the agreed uponschedule of job classifications referred to in Paragraph 12.01.B.1 or otherwise specifically covered in the Contract. The payroll costs and other compensation excluded here are to be considered administrative costs covered by the Contractor’s fee. 2.Expenses of Contractor’s principal and branch offices other than Contractor’s office atthe Site 3. 4. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Work and charges against Contractor for delinquent payments. Costs due to the acts, omissions, negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5.Other overhead or general expense costs of any kind. D.Contractor’s Fee 1. When the Work as a whole is performed on the basis of cost-plus-a-fee, then: a. Contractor’s fee for the Work set forth in the Contract Documents as of the Effective Date of the Agreement will be determined as set forth in the Contract. b. for any Work covered by a Change Order for an adjustment in Contract Price on thebasis of Cost of the Work, Contractor’s fee will be determined as set forth in Paragraph 1 1.08.C. 2. When the Work as a whole is performed on the basis of a stipulated sum, or any other basis other than cost-plus-a-fee, then Contractor’s fee for any Work covered by a ChangeOrder for an adjustment in Contract Price on the basis of Cost of the Work will be determined in accordance with Paragraph 11.08.C.2. E.Documentation and Audit: Whenever the Cost of the Work for any purpose is to be determined pursuant to this Article 12, Contractor and pertinent Subcontractors will establish and maintain crrY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENrs Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE Bt 00 72 00GENERAI. CONDITIONS Page 39 of 55 records of the costs in accordance with generally accepted accounting practices, and submit in a form acceptable to City an itemized cost breakdown together with supporting data. Subject to prior written notice, City will be afforded reasonable access, during normal business hours,to all Contractor’s accounts, records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to the Cost of the Work and Contractor’s fee. Contractor shall preserve all such documents for a period of three years after the final payment by City. Contractor will be responsible for ensuring that pertinent Subcontractors will affordsuch access to City, and preserve such documents, to the same extent as is required ofContractor. 12.02 Unit Price Work A.Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work multiplied by the estimated quantity of each item as indicated in the Agreement. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations ofthe actual quantities and classifications of Unit Price Work performed by Contractor will be made by City subject to the provisions of Paragraph 10.03 . B. C.Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor’s overhead and profit for each separately identified item. Work described in the Contract Documents, or reasonably inferred as required for a functionally complete installation, but not identified in the listing of unit price items shall be considered incidental to Unit Price Work listed and the cost of incidental work included as part of the unit price. D.Adjustments in Contract Price 1. City may make an adjustment in the Contract Price in accordance with Paragraph 11.08 if: a. the quantity of the item of Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and b.there is no corresponding adjustment with respect to any other item of Work. 2. Adjusted unit prices will apply to all units of that item. Increased or Decreased Quantities: The City reserves the right to order Extra Work in accordance with Paragraph 11.04. E. 1. 2. 3. If the changes in quantities or the alterations do not significantly change the character of the Work under the Contract Documents, the altered Work will be paid for at the Contract unrt prrce. If the changes in quantities or alterations materially and significantly change the character of the Work, the Contract will be amended by a Change Order. If no unit prices exist, any increase or decrease in quantities will be considered Extra Work and the Contract will be amended by a Change Order in accordance with Article 11 4. A significant change in the character of Work occurs when:CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Novelnber 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 40 of 55 a. the character of work for any Item as altered differs materially or significantly in kind or nature from that in the Contract; or b.a Major Item of work varies by more than 25% from the original Contract quantity. 5. When the quantity of work to be done under any Major Item of the Contract is more than 125% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price on the portion of the work that is above 125%. 6. When the quantity of work to be done under any Major Item of the Contract is less than 75% of the original quantity stated in the Contract, then either party to the Contract mayrequest an adjustment to the unit price. 12.03 Plans Quantity Measurement for UnclassifIed Excavation or Embankment A. B. Plans quantities may or may not represent the exact quantity of Work performed or material moved, handled, or placed during the term of the Contract. The estimated bid quantities aredesignated as final payment quantities, unless revised in accordance with the Contract. If the total actual quantity measured for an individual item varies by more than 25% (or asstipulated under “Price and Payment Procedures” for specific Items) from the total estimated quantity for an individual Item originally shown in the Contract Documents, an adjustment may be made to the quantity of authorized Work done for payment purposes. The party to the Contract requesting the adjustment will provide field measurements and calculations showing the final quantity for which payment will be made. Payment for revised quantity will be made at the unit price bid for that Item, except as provided for in Article 11. C.When quantities are revised by a change in design approved by the City, by Change Order, orto correct an error, or to correct an error on the plans, the plans quantity will be increased or decreased by the amount identified in the approved change, and the 25% variance provisionsof Paragraph 12.04.B will apply to the new plans quantity. If the total Contract quantity multiplied by the unit price bid for an individual Item is less than $250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans quantity Item if the City and Contractor agree in writing to fix the final quantity as a plansquantrty. D. E.For callout work or non-site specific Contracts, the plans quantity measurement requirementsare not applicable. ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OFDEFECTIVE WORK 13.01 Access fo Work A.City and its Engineer, consultants, representatives, employees, and independent testinglaboratories, and authorities having jurisdiction shall have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s safety procedures and programs so that they may comply with such procedures and programs as applicable. crrY OF DENtONSTANDARD CONSTRUCTION SPEcnicATioN DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D-+2E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 41 of 55 13.02 Tests and Inspections Contractor shall give City timely notice of readiness of the Work (or specific parts thereof) for all required inspections and tests and shall cooperate with inspection and testing personnel tofacilitate required inspections and tests. If the Contract Documents or any Laws and Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved, Contractorshall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish City the required certificates ofinspection, testing or approval, except that those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall will be paid as described in the Supplementary Conditions. Contractor shall be responsible for arranging, obtaining, and paying for all inspections, tests, re-tests, and approvals required: by the Contract Documents, unless the Contract responsibility for a specific inspection or test to City; Documents expressly allocate 2.to attain City’s acceptance of materials or equipment to be incorporated in the Work; 3.by manufacturers of equipment furnished under the Contract Documents; 4. for testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; and 5. for acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor’s purchase thereof for incorporation in the Work. Such inspections and tests will be performed by independent inspectors, testing laboratories,or other qualified individuals or entities acceptable to City. City may arrange for the services of an independent testing laboratory (“Testing Lab”) to perform any inspections or tests (“Testing”) for any part of the Work, as determined solely by City D. 1.City will coordinate such Testing to the extent possible, with Contractor; 2.Should any Testing under this Section 13.03 .D result in a “fail”, “did not pass” or other similar negative result, the Contractor shall be responsible for paying for any and allretests. Contractor’s cancellation without cause of City initiated Testing shall be deemed a negative result and require a retest. Any amounts owed for any retest under this Section 13.02.D shall be paid directly to theTesting Lab by Contractor. City will forward all invoices for retests to Contractor. 3. 4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the Testing Lab is paid. If the Contract Documents require the Work (or part thereof) to be approved by City or another designated individual or entity, then Contractor shall assume fall responsibility for seeking and obtaining such approvals. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without the written approval of City, Contractor shall, if requested by City, uncover E. F. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE91 00 72 00GENERAL CONDITIONS Page 42 of 55 such Work for observation. Such uncovering and the recovering of such Work will be at Contractor’s expense. 13.03 Defective Work A. Contractor ’s Obligation'. It is Contractor’s obligation to assure that the Work is not defective. B. City ’s Authority-. City has the authority to determine whether Work is defective, and to rejectdefective Work. C. D. Notice of Defects I Written notice of all defective Work of which City has actual knowledge will be given to Contractor. Correction, or Removal and Replacement. Promptly after receipt of written notice of defective Work, Contractor shall correct all such defective Work, whether or not fabricated, installed, or completed, or, if City has rejected the defective Work, shall remove the defective Work from the Project and replace it with Work that is not defective. Failure to require the removal of any defective Work shall not constitute acceptance of such Work. E. F. Preservation of Warranties-. When correcting defective Work, Contractor shall take no action that would void or otherwise impair City’s warranty and guarantee, if any, on said Work. Costs and Damages: in addition to its correction, removal, and replacement obligations with respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising out of or relating to defective Work, including but not limited to the cost of the inspection, testing, correction, removal, replacement, or reconstruction of such defective Work, fines levied against Contractor or City by governmental authorities because the Work is defective,and the costs of repair, replacement or reconstruction of work of others resulting fromdefective Work. 13.04 Rejecting Defective Work A. City will have authority to reject Work which City believes to be defective or will not producea completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing of the Work as provided in this Article 13, whether or not the Work is fabricated, installed, or completed. 13.05 Acceptance of Defective Work A.If, instead of requiring correction or removal and replacement of defective Work, City prefers to accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to City’s evaluation of and determination to accept such defective Work, and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of the Work so accepted. 13.06 Uncovering Work A. City has the authority to require additional inspection or testing of the Work, whether or not the Work is fabricated, installed, or completed. crrY OF DENrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAI. CONDITIONS Page 43 of 55 B. C. If any Work is covered contrary to the Contract Documents or specific instructions of Cityand if requested by City, Contractor shall uncover such Work for City’s observation, inspection or testing and then replace the covering, all at Contractor’s expense. If City considers it necessary or advisable that covered Work be observed by City or inspectedor tested by others, then Contractor, at City’s request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as City may require, that portion of the Work in question, and provide all necessary labor, material, and equipment. 1.If it is found that the uncovered Work is defective, Contractor shall be responsible for all claims, costs, losses, and damages (including but not limited to all fees and charges ofengineers, architects, attorneys, and other professionals and all court or dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others). City shall be entitled to acceptdefective Work in accordance with Paragraph 13.05 and in such case Contractor shall still be responsible for all costs associated with exposing, observing, and testing defectiveWork 2. If the uncovered Work is not found to be defective, Contractor shall be allowed an extension of the Contract Time to the extent directly attributable to such uncovering,exposure, observation, inspection, testing, replacement, and reconstruction. 13.07 City May Stop the Work A.If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitablematerials or equipment, or Contractor fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, then City may order Contractor tostop the Work, or any portion thereof, until the cause for such order has been corrected or eliminated; however, this right of City to stop the Work will not give rise to any duty on the part of City to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or any employee or agent of, any of them. 13.08 City May Correct Defective Work A.If Contractor fails within a reasonable time after written notice from City to correct defective Work, or to remove and replace defective Work as required by City, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, then City may, after providing 7 days’ advance written notice to Contractor, correct or remedy any such deficiency. B.In connection with such corrective or remedial action, City may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, and incorporate in the Work all materials and equipment stored at the Site orfor which City has paid Contractor but which are stored elsewhere. Contractor shall allow City, City’s representatives, agents and employees, and City’s other contractors access to the Site to enable City to exercise the rights and remedies under this Paragraph 13.08. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court, or arbitration or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.08 will be the responsibility of and will be charged against Contractor.A Change Order will be issued incorporating the necessary revisions in the Contract CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 'H of 55 Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price. Such claims, costs, losses and damages will include, but not be limited to, all costs of repair or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor’s defective Work. D.Contractor shall not be allowed an extension of the Contract Time because of any delay in the performance of the Work attributable to the exercise by City of City’s rights and remedies under this Paragraph 13.08. ARTICLE 14 - PAYMENTS TO CONTRACTOR; COMPLETION; CORRECTION PERIOD 14.01 Progress Payments A.Basis for Progress Payments'. The Schedule of Values established as provided in Paragraph2.03 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to City. Progress payments for Unit Price Work will be based on the number of units completed during the pay period, as determined under the provisions of Paragraph 12.03. Progress payments for cost-based Work will be based on Cost of the Work completed by Contractor during the pay period. B.Applications for Payments 1. 2. Contractor is responsible for providing all information as required to become a vendor of the City. At least 20 days before the date established in the General Requirements for each progress payment (but not more often than once a month), Contractor shall submit to City for review an Application for Payment filled out and signed by Contractor covering the Workcompleted as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. 3.If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment must also be accompanied by: (a) bill of sale, invoice, or purchase order payments, copies of cancelled checks or other documentation establishing full payment by Contractor for the materials and equipment; (b) at City’s request, documentation warranting that City has received the materials and equipment free and clear of all Liens; and (c) evidence that the materials and equipment are covered by appropriate property insurance, or other arrangements to protect City’s interest therein, all of which must be satisfactory to City. 4.Beginning with the second Application for Payment, each Application must include an affidavit of Contractor stating that all previous progress payments received on account of the Work by Contractor have been applied to discharge Contractor’s legitimate obligations associated with prior Applications for Payment. 5.The amount of retainage with respect to progress payments will be as stipulated in theContract Documents . C. Review of Applications 1. City will, after receipt of each Application for Payment, either indicate in writing it will proceed to process the Application for Payment or return the Application to Contractor crrY OF DEVrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENrs Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAI. CONDITIONS Page 45 of 55 indicating reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2.City’s processing of any payment requested in an Application for Payment will be based on City’s observations of the executed Work, and on City’s review of the Application for Payment and the accompanying data and schedules, that based City’s actual knowledge: a.the Work has progressed to the point indicated; and b.the quality and/or quantity of the Work is generally in accordance with the Contract Documents (subject to any subsequent evaluations of the Work, an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, the results of anysubsequent tests or inspections called for in the Contract Documents, a final determination of quantities and classifications for Unit Price Work under Paragraphs 10.05 and 12.03, and any other qualifications stated). 3.Processing any such payment will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work; or b. there are no other matters or issues between the parties that might entitle Contractor to be paid additionally by City or entitle City to withhold payment to Contractor; or c. Contractor has complied with Laws and Regulations applicable to Contractor’s performance of the Work. 4.City may refuse to process or pay the whole or any part of any payment because of subsequently discovered evidence or the results of subsequent inspections or tests, andmay revise or revoke any such payment previously made, to such extent as may be necessary to protect City from loss because: a. b. C. d. e. f. the Work is defective, or the completed Work has been damaged by the Contractor or his subcontractors, requiring correction or replacement; there are discrepancies in quantities contained in previous applications for payment; the Contract Price has been reduced by Change Orders; City has been required to correct defective Work in accordance with Paragraph 1313.08, or has accepted defective Work pursuant to Paragraph 13.05; City has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; or City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02. A that would constitute a default by Contractor and therefore justifytermination for cause under the Contract Documents. D. Retainage: 1.For all contracts, retainage shall be five percent (5%). E.Liquidated Damages I For each calendar day that any work shall remain uncompleted after the time specified in the Contract Documents, the sum per day specified in the Agreement will be paid by the Contractor to the City, not as a penalty, but as liquidated damages suffered by the CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAI. CONDITIONS Page 46 of 55 City. If feasible, the parties may agree to have the liquidated damages deducted from any amounts owned to Contractor by City instead of being paid directly to City by Contractor. F. G. Payment Contractor will be paid pursuant to the requirements of this Article 14 and paymentwill become due in accordance with the Contract Documents. Reduction in Payment 1.City may refuse to make payment of the of the amount requested because: a.Claims have been made against City based on Contractor’s performance or furnishing of the Work, or City has incurred costs, losses, or damages resulting from Contractor’s performance or furnishing of the Work, including but not limited toclaims, costs, losses, or damages from workplace injuries, adjacent property damage, non-compliance with Laws and Regulations, or patent innlngement; b. C. d. e. Contractor has failed to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site; Contractor has failed to provide and maintain required bonds or insurance; City has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; City has incurred extra charges or engineering costs related to submittal reviews, evaluations of proposed substitutes, tests and inspections, or return visits to manufacturing or assembly facilities; f g. h. i. J. k. The Work is defective, requiring correction or replacement; City has been required to correct defective Work in accordance with Paragraph 13.08, or has accepted defective Work pursuant to Paragraph 13.05; The Contract Price has been reduced by Change Orders; An event has occurred that would constitute a default by Contractor and therefore justify a termination for cause; Liquidated or other damages have accrued as a result of Contractor’s failure to achieve Milestones or Final Acceptance of the Work; Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to City to secure the satisfaction and discharge of such Liens; 1.Other items entitle City to a set-off against the payment amount requested; or m. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02. 2.If City refuses to make payment of the amount requested, City will give Contractor written notice stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so withheld. City shall pay Contractor the amount so withheld, or any adjustment thereto agreed to by City and Contractor, withina reasonable time after Contractor remedies the reasons for such action to the satisfaction of City and City has confirmed such action. crrY OF DEVrONSTANDARD CONSTRUCTION SPEcnicATioN DOCUMENTS Revised Novelnber 20. 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAI. CONDITIONS Page 47 of 55 14.02 Contractor’s Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to City no later than the time of payment free and clear of all Liens. 14.03 Partial Utilization A.Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which City determines constitutes a separately functioning and usable part of the Work that can be used by City for its intended purpose without significant interference with Contractor’s performance of the remainder of the Work. City at any time may notify Contractor in writingto of any such part of the Work which City determines to be ready for its intended use. In addition, City may request in writing that Contractor permit City to use or occupy any such part of the Work that City believes to be substantially complete, subject to the followingconditions: 1. At any time, Contractor may notify City that Contractor considers any such part of the Work ready for its intended use. 2. Within a reasonable time after notification as enumerated in Paragraph 14.03, City and Contractor shall make an inspection of that part of the Work to determine its status of completion. If City does not consider that part of the Work to be substantially complete, City will notify Contractor in writing giving the reasons therefor. 3.Partial Utilization by City will not constitute Final Acceptance by City. 14.04 Final Inspection A. Upon written notice from Contractor that the entire Work is complete in accordance with theContract Documents: 1.City will promptly schedule a Final Inspection with Contractor. 2. City will notify Contractor in writing of all particulars in which this inspection revealsthat the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. B. City reserves the right to deny request for Final Inspection if City determines that the entire Work is not sufficiently complete to warrant a Final Inspection. 14.05 Final Acceptance A.Upon completion by Contractor to City’s satisfaction, of any and all Work in accordance with the Contract Documents, including any corrections or additional Work identified in the Final Inspection and delivery of all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurances, certificates of inspection, annotated recorddocuments and other required documents in accordance with the Contract Documents, City will issue to Contractor a letter of Final Acceptance. 14.06 Final Payment A. Application for Payment CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE Bl 00 72 00GENERAL CONDITIONS Page 48 of 55 1. Upon receipt of a letter of Final Acceptance from City, Contractor may make application for Final Payment following the procedures for requesting payments in accordance with the Contract Documents. 2.The final Application for Payment must be accompanied (except as previously delivered)by a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 6.03; b. C. d. e. consent of the surety, if any, to final payment; satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to City free and clear of any Liens or other title defects or will so pass upon final payment. a list of all Contract Claims or Damage Claims against City that Contractor believes are unsettled; and affidavits of payments and complete and legally effective releases or waivers (satisfactory to City) of all Lien rights arising out of the Work, and of Liens filed inconnection with the Work. B.Payment Becomes Due: The final payment requested by Contractor, less previous paymentsmade and less any sum to which City is entitled, including but not limited to liquidated damages, will become due and payable: 1. After City’s acceptance of the Application for Payment and accompanying documentation; and 2.After all Damage Claims have been resolved: a. directly by the Contractor; or b. Contractor provides evidence that the Damage Claim has been reported to Contractor’s insurance provider for resolution. The making of the final payment by the City shall not relieve the Contractor of any guarantees or other requirements of the Contract that continue thereafter. 14.07 Final Completion Delayed and Partial Retainage Release If final completion of the Work is significantly delayed, and if City so confirms, City may, upon receipt of Contractor’s final Application for Payment, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by City for Work not fully completed or corrected is less than the retainage stipulated in Paragraph 14.01.D, and if bonds have been furnished as required in Paragraph 6.02, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to City with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of ContractClaims B. Partial Retainage Release . If the Contract provides for separate establishment and maintenance periods and/or test and performance periods following the completion of all other construction in the Contract Documents for all Work locations, the City may release a portion CITY OF DEVrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMEifrs Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONSPage 49 of 55 of the amount retained provided that all other work is completed as determined by the City.Before the release, all submittals and final quantities must be completed and accepted for all other work. An amount sufficient to ensure Contract compliance will be retained. 14.08 Waiver of Claims A. The acceptance of final payment will constitute a waiver and release by Contractor of all claims, rights, causes of action, or liabilities, including Contract Claims, against City arising out of, related to or under the Contract or for any act, omission or neglect of City. 14.09 Correction Period A.If within two (2) years after the date of Substantial Completion (or such longer period of time as may be prescribed by the Contract Documents) any Work has been found to be defective, or Contractor’s repair of any damages to the Site, adjacent areas, or areas made available forContractor’s use by City has been found to be defective, then after receipt of City’s written notice of defect, Contractor shall promptly, without cost to City and in accordance with City’swritten instructions: 1. 2. 3. 4. correct the defective repairs to the Site or such adjacent areas, or areas made available for Contractor’s use by City; correct such defective Work; remove the defective Work from the Project and replace it with Work that is not defective,if the defective Work has been rejected by City, and satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others, or to other land or areas resulting from the corrective measures. B.If Contractor does not promptly comply with the terms of City’s written instructions, or in an emergency where delay would cause serious risk of loss or damage, City may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. Contractor shall pay all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others). C. D. In special circumstances where a particular item of equipment is placed in continuous service before Final Acceptance of all the Work, the correction period for that item may start to runfrom an earlier date if so provided in the Specifications. Where defective Work (and damage to other Work resulting therefrom) has been corrected, repaired or removed and replaced under this Paragraph 14.09, the correction period hereunder with respect to such Work may be extended for an additional period of one year after the end of the initial correction period. Contractor’s obligations under this paragraph are in addition to all other obligations and warranties. The provisions of this Paragraph 14.09 are not to be construed as a substitute for,or a waiver of, the provisions of any applicable statute of limitation or repose. E. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CE54 00 72 00GENERAI. CONDITIONS Page 50 of 55 ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION 15.01 City May Suspend Work A. At any time and without cause, City may suspend the Work or any portion thereof by written notice to Contractor. City may fix the date on which Work will be resumed in such notice, andContractor shall resume the Work on the date so fixed. B.Should the Contractor not be able to complete a portion of the Project due to causes beyond the control of and without the fault or negligence of the Contractor, and should it be determined by mutual consent of the Contractor and City that a solution to allow construction to proceed is not available within a reasonable period of time, Contractor may request an extension in Contract Time, directly attributable to any such suspension. C.If it should become necessary to suspend the Work for an indefinite period, the Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily nor become damaged in any way; Contractor shall take every precaution to prevent damage or deterioration of the work performed; and Contractor shall provide suitable drainage about the work, and erect temporary structures where necessary. D.Contractor may be reimbursed for the cost of moving its equipment off the job and returning the necessary equipment to the job when it is determined by the City that construction may be resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the equipment and no profit or overhead will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City. 15.02 City May Terminate for Cause A.The occurrence of any one or more of the following events by way of example, but not of limitation, may justify termination for cause: 1.Contractor’s persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment, or failure to adhere to the Project Schedule established under Paragraph 2.06 as adjusted from time to time pursuant to Paragraph 7.05); Failure of Contractor to perform or otherwise to comply with a material term of theContract; or 2. 3. Contractor’s disregard of Laws and Regulations of any public body having jurisdiction;or 4. 5. 6. 7. 8. Contractor’s repeated disregard of the authority of City; or Contractor’s failure to promptly make good any defect in materials or workmanship, or defects of any nature, the correction of which has been directed in writing by the City; or Substantial indication that the Contractor has made an unauthorized assignment of the Contract or any funds due therefrom for the benefit of any creditor or for any other purpose; or Substantial indication that the Contractor has become insolvent or bankrupt, or otherwise financially unable to perform the Work satisfactorily; or Contractor commences legal action in a court of competent jurisdiction against the City. CITY OF DEVrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D-+2E0-8F13-E5E75BF8CE8+ 00 72 00GENERAL CONDITIONS Page 51 of 55 B.If one or more of the events identified in Paragraph 15.02. A occurs, City will provide written notice to Contractor and Surety to arrange a conference with Contractor and Surety to address Contractor’s failure to perform the Work. The conference shall be held not later than 15 days after receipt of notice. by both Contractor and surety 1.If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed to perform the Contract, the City may, to the extent permitted by Laws and Regulations, declare a Contractor default and formally terminate the Contractor's right to complete theContract. Contractor default shall not be declared earlier than 20 days after the Contractor and Surety have received notice of the conference to address Contractor's failure to perform the Work. 2.If Contractor's services are terminated, Surety shall be obligated to take over and perform the Work. If Surety does not commence performance thereof within 15 consecutive calendar days after date of an additional written notice demanding Surety’s performance of its obligations, then City, without process or action at law, may take over any portion of the Work and complete it as described below. a . If City completes the Work, City may exclude Contractor and Surety from the Site and take possession of the Work, and all materials and equipment stored at the Siteor for which City has paid Contractor, but which are stored elsewhere, and the Work as City may deem expedient. 3.Whether City or Surety completes the Work, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the ContractPrice exceeds the cost to complete the Work, including all related claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals) sustained by City, such excess will be paid to Contractor. If the cost to complete the Work including such related claims, costs, losses, and damages exceeds such unpaid balance, Contractor shall pay the difference to City. Such claims, costs, losses, and damages incurred by City will be incorporated in a Change Order, provided that when exercising any rights or remedies under this Paragraph 15.02, City shall not be required to obtain the lowest price for the Work performed. Neither City, nor any of its respective consultants, agents, officers, elected or appointedofficials, directors or employees shall be in any way liable or accountable to Contractor or Surety for the method by which the completion of the said Work, or any portion thereof, may be accomplished or for the price paid therefor. 4. 5. City, notwithstanding the method used in completing the Contract, shall not forfeit the right to recover damages from Contractor or Surety for Contractor’s failure to timely complete the entire Contract. Contractor shall not be entitled to any claim, counterclaim or offset on account of the method used by City in completing the Contract. 6. Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities as provided for in the bond requirements of the Contract Documents or any special guarantees provided for under the Contract Documents or any other obligations otherwise under the Contract or prescribed by law. C.Notwithstanding Paragraph 15.02.B, Contractor’s services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUME Ifrs Revised Novelnber 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E04F13-E5E75BF8CEWI 00 72 00GENERAL CONDITIONS Page 52 of 55 perform and proceeds diligently to cure such failure within no more than 30 days of receipt ofsaid notice. D.Where Contractor’s services have been so terminated by City, the termination will not affect any rights or remedies of City against Contractor then existing or which may thereafter accrue, or any rights or remedies of City against Contractor or Surety. Any retention or payment of money due Contractor by City will not release Contractor from liability. E.If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 6.02, the termination procedures of that bond shall not supersede the provisions ofthis Article 15. 15.03 City May Terminate for Convenience A.City may, without cause and without prejudice to any other right or remedy of City, terminate the Contract, in whole or in part. Any termination shall be affected by giving notice of the termination to the Contractor specifying the extent to which performance of Work under the contract is terminated, and the date upon which such termination becomes effective. Notice shall be deemed validly given if given in accordance with Paragraph 17.01. A. B.After a notice of termination, has been given, and except as otherwise directed by the City, theContractor shall: 1. stop work under the Contract on the date and to the extent specified in the notice oftermrnatron; 2. 3. 4. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work under the Contract as is not terminated; terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination; transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City: a. b. the fabricated or unfabricated parts, Work in progress, completed Work, supplies and other material produced as a part of, or acquired in connection with the performance of, the Work terminated by the notice of the termination; and the completed, or partially completed plans, drawings, information and other property which, if the Contract had been completed, would have been required to be furnished to the City. 5.complete performance of such Work as shall not have been terminated by the notice of termination; and 6. take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to the Contract that is in the possession of the Contractor and in which the City has or may acquire the rest. C.At a time not later than 30 days after the termination date specified in the notice of termination, the Contractor may submit to the City a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of in accordance with the Contract, exclusive of items the disposition of which has been directed or authorized by City. CITY OF DENrONSTANDARD CONSTRUCTION SPEcnicATioN DOCUMENrs Revised Novelnber 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 53 of 55 D.Not later than 15 days after Contractor’s submission of the certified list to City pursuant to Paragraph 15.03.C, the City shall accept title to such items, subject to verification of the list by the City upon removal of the items or,. If the items are stored, then City shall have 45 daysafter submission of the list, to verify the list submitted and accept title to such items. Any necessary adjustments to correct the list as submitted, shall be made prior to final settlement. Not later than 60 days after the notice of termination has been given, the Contractor shallsubmit its termination claim to the City in the form and with the certification prescribed by the City. Unless an extension request is made in writing within such 60-day period by theContractor, and granted by the City, any and all such claims of Contractor that are not submitted to City within such 60-day period shall be conclusively deemed waived. Should a termination claim be timely submitted to the City, Contractor shall be paid for (without duplication of any items): E. F. 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work calculated and determined in accordance with the ContractDocuments; 2.expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses calculated and determined in accordance with the ContractDocuments; and 3. reasonable expenses directly attributable to reasonable and necessary wind-down and termination activities, without any overhead or profit. G.In the event of the failure of the Contractor and City to agree upon the whole amount to be paid to the Contractor by reason of the termination of the Work, the City shall determine, onthe basis of information submitted and available to it, the amount, if any, due to the Contractor by reason of the termination and City shall pay to the Contractor the amounts so determined. Contractor shall not be paid on account of loss of anticipated profits or revenue or othereconomic loss arising out of, related to or resulting from such termination. ARTICLE 16 - RESOLUTION OF DISPUTES 16.01 Methods and Procedures A.Either City or Contractor may request mediation of any Contract Claim submitted for a decision under Paragraph 11.07 before such decision becomes final and binding. The request for mediation shall be submitted to the other party to the Contract. Timely submission of the request shall stay the effect of Paragraph 1 1.07.E. B. C. City and Contractor shall participate in the mediation process in good faith. The process shall be commenced within 60 calendar days of filing of the request. The parties shall agree on a mediator; however, if they cannot agree within 14 calendar days then the Denton County Alternative Dispute Resolution Program (“DCAP”) shall appoint amediator, The mediation session shall be held within 45 days of the retention of the mediator, and last for at least one full mediation day, before any party has the option to withdraw from the process. The parties may agree to continue the mediation process beyond one day, until CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 00 72 00GENERAL CONDITIONS Page 54 of 55 there is a settlement agreement, or one party, or the mediator, states that there is no reason to continue because of an impasse that cannot be overcome and sends a “notice of termination of mediation.” All reasonable efforts will be made to complete the mediation within 30 days of the first mediation session. All costs of mediation shall be borne equally by the parties. All communications, both written and oral, during Phases A and B are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the ordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process. D. E. F. The process shall be confidential based on terms acceptable to the mediator and/or mediationservice provider. If the Contract Claim is not resolved by mediation, City’s action under Paragraph 11.07,C or a denial pursuant to Paragraphs 11.07.C.3 or 1 1.07.D shall become final and binding 30 days after termination of the mediation unless, within that time period, City or Contractor: 1. 2. elects in writing to invoke any other dispute resolution process provided for in theSupplementary Conditions; or agrees with the other party to submit the Contract Claim to another dispute resolution process; or 3. gives written notice to the other party of the intent to submit the Contract Claim to a court of competent jurisdiction as set forth within the Contract Documents. ARTICLE 17 - MISCELLANEOUS 17.01 Giving Notice A.Whenever any provision of the Contract requires the giving of written notice, it will be deemed to have been validly given if delivered: 1. in person, by a commercial courier service or otherwise, if to City, to the duly authorized representative of City identified in the Contract Documents or to City’s Project Manager or, if to Contractor, to a member of the firm or to an officer of the corporation for whomit is intended; or 2. by registered or certified mail, postage prepaid, to the recipient’s place of business; or 3. by e-mail to the recipient. 17.02 Computation of Time A. When any period of time is referred to in the Contract by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day that is a state or federal holiday observed by the City, the next Business Day shall become the last day of the period. 17.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws and Regulations, in equity, by special warranty orcrrY OF DENrONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised November 20, 2020 DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE8+ 00 72 00GENERAI. CONDITIONS Page 55 of 55 guarantee, or by other provisions of the Contract. The provisions of this Paragraph 17.03 will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 17.04 No Waiver A. A party’s non-enforcement of any provision will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remainder of this Contract. B.The City has not waived its sovereign immunity except as expressly set forth in Subchapter 1, Chapter 271 of the Texas Local Government Code or as expressly waived by other statute. 17.05 Survival of Obligations All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion, and Final Acceptance of the Work ortermination of the Contract or of the services of Contractor. 17.06 Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party to this Contract of any rights under or interests in the Contract will be binding on the other party without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract. 17.07 Successors and Assigns A. City and Contractor each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 17.08 Governing Law A. The Contract shall be construed in accordance with the laws of the State of Texas without regard to conflicts of law principles. 17.09 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute partsof these General Conditions. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Novelnber 20, 2020 DocuSign Envelope ID: 9A21BACF-887D+2E0-8F13-E5E75BF8CE54 ExhibIt Preva11 ing Wage Rates"Genera1 Decision Number: Tx2e22e025 Q2/25/2022 Superseded General Decision Number: TX20210025 State: Texas Construction Type: Highway Counties : Archer, Callahan, Clay, Collin, Dallas, Delta,Denton, Ellis, Grayson, Hunt, lohnson, Iones, Kaufman, Parker,Rockwall, Tarrant and Wise Counties in Texas . HIGHWAY CONSTRUCTION PROJECTS (excluding tunnels, buildingstructures in rest area projects & railroad construction;bascule, suspension & spandrel arch bridges designed forcommercial navigation, bridges involving marine construction; and other major bridges) . Note: Contracts subject to the Davis-Bacon Act are generally required to pay at least the applicable minimum wage raterequired under Executive Order 14026 or Executive Order 13658.Please note that these Executive Orders apply to coveredcontracts entered into by the federal government that aresubject to the Davis-Bacon Act itself, but do not apply tocontracts subject only to the Davis-Bacon Related Acts,including those set forth at 29 CFR 5.1(a) (2)-(60) . 1 if the contract is entered I . Executive Order 14026 1I into on or after January 30, 1 generally applies to the 112022, or the contract is 1 contract. II renewed or extended (e.g. , an I. The contractor must pay II option is exercised) on or 1 all covered workers at 1 1 after lanuary 3g, 2022: 1 least $15.eg per hour (or I 1 1 the applicable wage rate II I listed on this wage I I I determination, if it is II I higher) for all hours I I I spent performing on the 11 1 contract in 2022. 1II1 if the contract was awarded on 1. Executive Order 13658 1 jor between lanuary 1, 2015 and I generally applies to the 1llanuary 29, 2022, and the 1 contract . II contract is not renewed or I . The contractor must pay alllI extended on or after lanuary I covered workers at least I130, 2022 : 1 $11.25 per hour (or the 1 I I applicable wage rate listed I1 1 on this wage determination, I1 1 if it is higher) for all I 1 1 hours spent performing on 1 1 1 that contract in 2022. 1 The applicable Executive Order minimum wage rate will beadjusted annually. If this contract is covered by one of theExecutive Orders and a classification considered necessary forperformance of work on the contract does not appear on thiswage determination, the contractor must still submit a conformance request . Additional information on contractor requirements and workerprotections under the Executive Orders is available at DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 https : //www . dol . gov/agencies/whd/government -contracts . Modification Number Publication Datea 01/07/20221 02/25/2022 + suTx2ell-o07 68/03/2011 Rates Fringes CONCRETE FINISHER (Paving andStructures) . . . . . . . . . . . . . . . . . . . . . . $ 14.12 ++ ELECTRICIAN. . . . . . . . . . . . . . . . . . . . . .$ 19.86 FORM BUILDER/FORM SETTER Paving & Curb. . . . . . . . . . . . . . .$ 13.16 ++Structures . . . . . . . . . . . . . . . . . .$ 13.84 ++ LABORER Asphalt Raker . . . . . . . . . . . . . . .$ 12.69 ++Flagger . . . . . . . . . . . . . . . . . . . . .$ 10.06 ++Laborer, Common. . . . . . . . . . . . .$ 10.72 *+Laborer, Utility. . . . . . . . . . . .$ 12.32 ++Pipelayer . . . . . . . . . . . . . . . . . . .$ 13.24 ++Work Zone BarricadeServicer. . . . . . . . . . . . . . . . . . . . $ 11.68 ++ POWER EQUIPMENT OPERATOR:Asphalt Distributor . . . . . . . . .$Asphalt Paving Machine. . . . . .$Broom or Sweeper . . . . . . . . . . . .$Concrete PavementFinishing Machine . . . . . . . . . . .$Concrete Saw. . . . . . . . . . . . . . . .$Crane Operator, LatticeBoom 80 Tons or Less . . . . . . . .$Crane Operator, LatticeBoom over 80 Tons . . . . . . . . . . .$ Crane, Hydraulic 80 Tonsor Less. . . . . . . . . . . . . . . . . . . . .$Crawler Tractor . . . . . . . . . . . . .$ Excavator, 50,egg poundsor less . . . . . . . . . . . . . . . . . . . . .$Excavator, over 50,eggpounds . . . . . . . . . . . . . . . . . . . . . .$Foundation Drill , TruckMounted . . . . . . . . . . . . . . . . . . . . . $Foundation Drill, CrawlerMounted . . . . . . . . . . . . . . . . . . . . .$Front End Loader 3 CY orLess . . . . . . . . . . . . . . . . . . . . . . . .$Front End Loader, over 3 CY.$Loader/Backhoe. . . . . . . . . . . . . .$Mechanic . . . . . . . . . . . . . . . . . . . .$ Milling Machine . . . . . . . . . . . . .$Motor Grader, Fine Grade. . . . $Motor Grader, Rough . . . . . . . . .$ Pavement Marking Machine. . . .$Reclaimer/Pulverizer . . . . . . . . $ Roller, Asphalt . . . . . . . . . . . . .$Roller, Other . . . . . . . . . . . . . . .$Scraper. . . . . . . . . . . . . . . . . . . . .$Small Slipform Machine. . . . . .$ 15.3213.99 ++ 11.74 ++ 16.05 14.48 ++ 17 . 27 20.52 18.12 14.07 ++ 17 . 19 16.99 21 . 07 17 . 99 13 . 6914.7215.18 17 . 6814. 32 17 . 1916.02 13 . 6311.0113.0811.5112.96 15.96 ## ++ ++ ++++ ##++ ++ DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 Spreader Box. . . . . . . . . . . . . . . .$ 14.73 ++ Servicer. . . . . . . . . . . . . . . . . . . . . . . . .$ 14.58 ++ Steel Worker (Reinforcing) . . . . . . .$ 16.18 TRUCK DRIVER Lowboy-Float . . . . . . . . . . . . . . . .$ 16.24aff Road Hauler. . . . . . . . . . . . .$ 12.25 ++ Single Axle. . . . . . . . . . . . . . . . .$ 12.31 ++Single or Tandem Axle DumpTruck. . . . . . . . . . . . . . . . . . . . . . .$ 12.62 ++Tandem Axle Tractor with Semi Trailer . . . . . . . . . . . . . . . .$ 12.86 ++Transit-Mix. . . . . . . . . . . . . . . . .$ 14.14 ++ WELDER. . . . . . . . . . . . . . . . . . . . . . . . . . .$ 14.84 ++ HeR= HaHn un= == == = = = = == = = = = = = = == = = = = = = = = = = = = = = = = = = = = = = = = = == = == = = = = = = = == = = = = WELDERS - Receive rate prescribed for craft performingoperation to which welding is incidental. ** Workers in this classification may be entitled to a higherminimum wage under Executive Order 14026 ($15.06) or 13658($11.25) . Please see the Note at the top of the wagedetermination for more information. Note: Executive Order (ED) 13706, Establishing Paid Sick Leavefor Federal Contractors applies to all contracts subject to theDavis-Bacon Act for which the contract is awarded (and anysolicitation was issued) on or after January 1, 2017 . If thiscontract is covered by the EO, the contractor must provideemployees with 1 hour of paid sick leave for every 30 hoursthey work, up to 56 hours of paid sick leave each year.Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, includingpreventive care; to assist a family member (or person who islike family to the employee) who is ill, injured, or has otherhealth-related needs, including preventive care; or for reasonsresulting from, or to assist a family member (or person who islike family to the employee) who is a victim of, domesticviolence, sexual assault, or stalking. Additional informationon contractor requirements and worker protections under the EOis available at https : //www . dol.gov/agencies/whd/government - contracts . Unlisted classifications needed for work not included withinthe scope of the classifications listed may be added afteraward only as provided in the labor standards contract clauses(29CFR 5.5 (a) (1) (ii)) . The body of each wage determination lists the classificationand wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wagedetermination . The classifications are listed in alphabeticalorder of ""identifiers"" that indicate whether the particularrate is a union rate (current union negotiated rate for local),a survey rate (weighted average rate) or a union average rate (weighted union average rate) . DocuSign Envelope ID: 9A21BACF-887D+2E0-8F13-E5E75BF8CEWI Union Rate Identifiers A four letter classification abbreviation identifier enclosedin dotted lines beginning with characters other than ""SU"" or’"'UAVG'’" denotes that the union classification and rate wereprevailing for that classification in the survey. Example :PLUMg198-005 67/01/2014. PLUM is an abbreviation identifier ofthe union which prevailed in the survey for this classification, which in this example would be Plumbers . 0198indicates the local union number or district council number where applicable, i . e . , Plumbers Local 0198. The next number,065 in the example, is an internal number used in processingthe wage determination. 07/01/2014 is the effective date of themost current negotiated rate, which in this example is July 1,2014 Union prevailing wage rates are updated to reflect all ratechanges in the collective bargaining agreement (CBA) governingthis classification and rate. Survey Rate Identifiers Classifications listed under the ""SU’"' identifier indicate that no one rate prevailed for this classification in the survey andthe published rate is derived by computing a weighted averagerate based on all the rates reported in the survey for thatclassification. As this weighted average rate includes all rates reported in the survey, it may include both union andnon-union rates . Example : SULA2912-007 5/13/2014. SU indicatesthe rates are survey rates based on a weighted averagecalculation of rates and are not majority rates . LA indicatesthe State of Louisiana . 2012 is the year of survey on whichthese classifications and rates are based. The next number, 607in the example, is an internal number used in producing thewage determination . 5/13/2014 indicates the survey completiondate for the classifications and rates under that identifier . Survey wage rates are not updated and remain in effect until a new survey is conducted . Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicatethat no single majority rate prevailed for thoseclassifications; however, lee% of the data reported for theclassifications was union data . EXAMPLE : UAVG-OH-001068/29/2014. UAVG indicates that the rate is a weighted unionaverage rate. OH indicates the state. The next number, oole inthe example, is an internal number used in producing the wagedetermination . 08/29/2014 indicates the survey completion datefor the classifications and rates under that identifier . A UAVG rate will be updated once a year, usually in January ofeach year, to reflect a weighted average of the currentnegotiated/CBA rate of the union locals from which the rate isbased . WAGE DETERMINATION APPEALS PROCESS 1. ) Has there been an initial decision in the matter? This can DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 b e : + + + + an existing published wage determinationa survey underlying a wage determinationa Wage and Hour Division letter setting forth a position ona wage determination mattera conformance (additional classification and rate) ruling On survey related matters, initial contact, including requestsfor summaries of surveys, should be with the Wage and HourNational Office because National Office has responsibility forthe Davis-Bacon survey program. If the response from thisinitial contact is not satisfactory, then the process describedin 2. ) and 3. ) should be followed. With regard to any other matter not yet ripe for the formalprocess described here, initial contact should be with theBranch of Construction Wage Determinations . Write to: Branch of Construction Wage DeterminationsWage and Hour DivisionU.S. Department of Labor 200 Constitution Avenue, N. W. Washington, DC 20210 2. ) if the answer to the question in 1. ) is yes, then aninterested party (those affected by the action) can requestreview and reconsideration from the Wage and Hour Administrator(See 29 CFR Part 1.8 and 29 CFR Part 7) . Write to: Wage and Hour AdministratorU.S. Department of Labor200 Constitution Avenue, N. W. Washington, DC 20210 The request should be accompanied by a full statement of theinterested party's position and by any information (wagepayment data, project description, area practice material,etc . ) that the requestor considers relevant to the issue. 3. ) if the decision of the Administrator is not favorable, aninterested party may appeal directly to the AdministrativeReview Board (formerly the Wage Appeals Board) . Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N. W. Washington, DC 20210 4. ) All decisions by the Administrative Review Board are final. = = = = = == = = = = = = = = = = = == = = = = == == = = = = = = = = = = = = == = = = = = = = = = = = = = = = = == END OF GENERAL DECISIO" DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 ’'Genera1 Decision Number : TX29229018 a4/29/2022 Superseded General Decision Number: TX29219018 State: Texas Construction Type: Heavy Counties : Collin, Dallas, Denton, Ellis, Kaufman and Rockwa11Counties in Texas . Water and Sewer Lines/Utilities (Including Related TunnelingWhere the Tunnel is 48"" or Less in Diameter) Note: Contracts subject to the Davis-Bacon Act are generallyrequired to pay at least the applicable minimum wage raterequired under Executive Order 14026 or Executive Order 13658.Please note that these Executive Orders apply to coveredcontracts entered into by the federal government that aresubject to the Davis-Bacon Act itself, but do not apply tocontracts subject only to the Davis-Bacon Related Acts,including those set forth at 29 CFR 5.1(a) (2) - (60) . I if the contract is entered I . Executive Order 14026 1I into on or after January 36, 1 generally applies to the 112622, or the contract is 1 contract . II renewed or extended (e.g. , an I. The contractor must pay II option is exercised) on or 1 a11 covered workers at 11 after January 30, 2022 : 1 least $15.06 per hour (or I 1 1 the applicable wage rate I I I listed on this wage I I I determination, if it is II I higher) for all hours II I spent performing on the 1I I contract in 2022 . 1II llf the contract was awarded on 1. Executive Order 13658 11 or between January 1, 2015 and I generally applies to the 11 January 29, 2022, and the 1 contract . II contract is not renewed or 1. The contractor must pay alllI extended on or after lanuary I covered workers at least I 130, 2022: 1 $11.25 per hour (or the 11 1 applicable wage rate listed I I I on this wage determination, II I if it is higher) for all I1 1 hours spent performing on 1 I I that contract in 2022. 1 The applicable Executive Order minimum wage rate will beadjusted annually. If this contract is covered by one of theExecutive Orders and a classification considered necessary forperformance of work on the contract does not appear on this wage determination, the contractor must still submit a conformance request . Additional information on contractor requirements and workerprotections under the Executive Orders is available at https : //www . dol . gov/agencies/whd/government - contracts . Modification Number Publication Date DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 a 12 01/07/202202/25/202264/29/2022 + PLUMOIOO-602 11/61/2621 Rates Fringes 13 . 07Plumbers and Pipefitters . . . . . . . . .$ 34.48 + SUTX1991-004 09/23/1991 Rates Fringes Laborers : Common . . . . . . . . . . . . . . . . . . . . . .$ 7.25 ++Utility. . . . . . . . . . . . . . . . . . . . .$ 7.467 ++ Pipelayer. . . . . . . . . . . . . . . . . . . . . . . .$7.828 ++ Power equipment operators :Backhoe. . . . . . . . . . . . . . . . . . . . .$ 10.804 ++Crane. . . . . . . . . . . . . . . . . . . . . . .$ 10.942 ++Front End Loader. . . . . . . . . . . .$ 9.163 *+ Tunneling Machine (48" " orless) . . . . . . . . . . . . . . . . . . . . . . .$ 9.163 *+ TRUCK DRIVER. . . . . . . . . . . . . . . . . . . . . $8.528 ++ = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = WELDERS - Receive rate prescribed for craft performingoperation to which welding is incidental. ++ Workers in this classification may be entitled to a higherminimum wage under Executive Order 14026 ($15.00) or 13658 ($11.25) . Please see the Note at the top of the wagedetermination for more information . Note : Executive Order (ED) 13706, Establishing Paid Sick Leavefor Federal Contractors applies to all contracts subject to theDavis-Bacon Act for which the contract is awarded (and anysolicitation was issued) on or after lanuary 1, 2017. If thiscontract is covered by the EO, the contractor must provideemployees with 1 hour of paid sick leave for every 30 hoursthey work, up to 56 hours of paid sick leave each year.Employees must be permitted to use paid sick leave for theirown illness, injury or other health-related needs, includingpreventive care; to assist a family member (or person who islike family to the employee) who is ill, injured, or has otherhealth-related needs, including preventive care; or for reasonsresulting from, or to assist a family member (or person who islike family to the employee) who is a victim of, domesticviolence, sexual assault, or stalking. Additional informationon contractor requirements and worker protections under the EOis available at https : //www . dol . gov/agencies/whd/government - contracts . Unlisted classifications needed for work not included withinthe scope of the classifications listed may be added afteraward only as provided in the labor standards contract clauses(29CFR 5.5 (a) (1) (ii) ) . DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE8+ = = = = W = W = = = = = = = W W W = = = = = = = = = = n n = W = = = = = = = = = = = = = = n = = M = The body of each wage determination lists the classificationand wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wagedetermination . The classifications are listed in alphabeticalorder of ’"'identifiers"" that indicate whether the particularrate is a union rate (current union negotiated rate for local) ,a survey rate (weighted average rate) or a union average rate (weighted union average rate) . Union Rate Identifiers A four letter classification abbreviation identifier enclosedin dotted lines beginning with characters other than ""SU’"' or""UAVG"" denotes that the union classification and rate wereprevailing for that classification in the survey. Example :PLUM0198-005 07/01/2614. PLUM is an abbreviation identifier ofthe union which prevailed in the survey for this classification, which in this example would be Plumbers . 0198indicates the local union number or district council number where applicable, i . e. , Plumbers Local 0198. The next number,005 in the example, is an internal number used in processingthe wage determination . 67/01/2014 is the effective date of themost current negotiated rate, which in this example is July 1,2014 Union prevailing wage rates are updated to reflect all ratechanges in the collective bargaining agreement (CBA) governingthis classification and rate . Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate thatno one rate prevailed for this classification in the survey andthe published rate is derived by computing a weighted averagerate based on all the rates reported in the survey for thatclassification . As this weighted average rate includes allrates reported in the survey, it may include both union andnon-union rates . Example: SULA2912-007 5/13/2014. SU indicatesthe rates are survey rates based on a weighted averagecalculation of rates and are not majority rates . LA indicatesthe State of Louisiana . 2012 is the year of survey on whichthese classifications and rates are based . The next number, 007in the example, is an internal number used in producing thewage determination . 5/13/2014 indicates the survey completiondate for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted . Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicatethat no single majority rate prevailed for those classifications; however, 100% of the data reported for theclassifications was union data . EXAMPLE : UAVG-oH-gale08/29/2014. UAVG indicates that the rate is a weighted unionaverage rate. 0H indicates the state. The next number, ogle inthe example, is an internal number used in producing the wagedetermination . 08/29/2014 indicates the survey completion datefor the classifications and rates under that identifier . A UAVG rate will be updated once a year, usually in lanuary of DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 each year, to reflect a weighted average of the currentnegotiated/CBA rate of the union locals from which the rate isbased . WAGE DETERMINATION APPEALS PROCESS 1. ) Has there been an initial decision in the matter? This canbe + # + # an existing published wage determinationa survey underlying a wage determination a Wage and Hour Division letter setting forth a position ona wage determination mattera conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and HourNational Office because National Office has responsibility forthe Davis-Bacon survey program. If the response from thisinitial contact is not satisfactory, then the process describedin 2. ) and 3 . ) should be followed . With regard to any other matter not yet ripe for the formalprocess described here, initial contact should be with theBranch of Construction Wage Determinations . Write to: Branch of Construction Wage DeterminationsWage and Hour DivisionU.S. Department of Labor200 Constitution Avenue, N. W. Washington, DC 26210 2. ) if the answer to the question in 1. ) is yes, then aninterested party (those affected by the action) can requestreview and reconsideration from the Wage and Hour Administrator(See 29 CFR Part 1.8 and 29 CFR Part 7) . Write to: Wage and Hour AdministratorU.S. Department of Labor 200 Constitution Avenue, N. W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wagepayment data, project description, area practice material,etc . ) that the requestor considers relevant to the issue. 3 . ) if the decision of the Administrator is not favorable, aninterested party may appeal directly to the AdministrativeReview Board (formerly the Wage Appeals Board) . Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N . W.Washington, DC 26210 4. ) A11 decisions by the Administrative Review Board are final. = n=n = = = = = = = = = = = = = = = = = = =;n•HW HaHn naH= = == = = = = = = = == == = = = = = = == = = = = = = = = = = = = = = = = = = = END OF GENERAL DECISIO" DocuSign Envelope ID: 9A21BACF-887D42E0-8F13-E5E75BF8CE54 [k>cuSign Certificate Of Completion Envelope Id: 9A21BACF887D42EC)8F13E5E75BF8CE54 Subject: Please DocuSign: City Council Contract 7714 CMAR Construction Services for SED-B Source Envelope: Document Pages: 155 Status: Completed Certificate Pages: 6 Signatures: 5 Initials: 1 Envelope Originator:con Power 901 B Texas Street Denton, TX 76209 cod.power@cityofdenton.com IP Address: 198.49.140.104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 10/1 8/2022 3:08:59 PM Holder: Cori Power cori .power@cityofdenton.com Location: DocuSign Signer Events Ceri Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 10/1 8/2022 3:16:49 PM Viewed: 10/1 8/2022 3:17:00 PM Signed: 10/18/2022 3:17:15 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 10/1 8/2022 3:17:22 PM Viewed: 10/1 8/2022 3:21 :38 PM Signed: 10/18/2022 3:24:21 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) 'Doa6qFnd bF IMArtL[UtAh&b'4B070B31&4AA438 Sent: 10/1 8/2022 3:24:27 PM Viewed: 10/20/2022 5:20:09 PM Signed: 10/20/2022 5:28:48 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Nathan Kowallis nkowallis@mccarthy.com Sr. Vice President Security Level: Email, Account Authentication(None) B%%.c&4a75035Ac4F3. Sent: 10/20/2022 5:28:54 PM Viewed: 10/20/2022 10:06:31 PM Signed: 10/20/2022 10:12:59 PM Signature Adoption: Drawn on Device Using IP Address: 107.141.25.115 Signed using mobile Electronic Record and Signature Disclosure:Accepted: 11/12/2021 1 :35:52 PMID: e4fd10dc-8d024ba3-902d-fdeObOd 11585 Signer Events Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Capital Projects/Engineering Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 10/20/2022 10:13:05 PM Viewed: 10/21/2022 5:22:35 AM Signed: 10/21/2022 5:23:09 AM Signature Adoption: Pre-selected Style Using IP Address: 47.222.20.2 Signed using mobile Electronic Record and Signature Disclosure:Accepted: 10/21/2022 5:22:35 AMID: ea42f142-fc844ddc-8d7b-bOb1 1 If02788 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 10/21/2022 5:23:15 AM Viewed: 11/16/2022 9:27:48 AM Signed: 11/16/2022 9:28:16 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 11/16/2022 9:28:23 AM Viewed: 11/1 6/2022 9:29:05 AM Signed: 11/16/2022 9:29:16 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.132 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) Sent: 11/16/2022 9:29:22 AM Viewed: 11/16/2022 4:36:38 PM Signed: 11/16/2022 4:37:27 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and SIgnature Disclosure: Accepted: 11/1 6/2022 4:36:38 PMID: a5de48cb-ae30-43bl-b045-5ec8db03aa60 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 10/1 8/2022 3:17:22 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 10/21/2022 5:23:15 AM Viewed: 10/21/2022 11 :00:55 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and SIgnature Disclosure:Not Offered via DocuSign Sent: 11/16/2022 4:37:34 PM Viewed: 11/1 7/2022 9:57:06 AM Seth Garcia Seth.Garcia@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 11/16/2022 8:06:08 AMID: 16b02fb2-3290401 14eaa-1 Ife59718ae9 Sent: 11/1 6/2022 4:37:37 PM Viewed: 11/1 6/2022 4:47:04 PM Colleen Martindale C;Martindale@mccarthy.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/1 6/2022 4:37:41 PM David Wallace DRWallace@mccarthy.com Project Director Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/1 6/2022 4:37:44 PM Viewed: 11/1 6/2022 4:43:16 PM Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 11/1 6/2022 4:37:47 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps 10/18/2022 3:16:49 PM 11/1 6/2022 4:36:38 PM 11/1 6/2022 4:37:27 PM 11/1 6/2022 4:37:47 PM Envelope Sent Certified Delivered Hashed/Encrypted Security Checked Security Checked Security Checked Signing Complete Completed Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Nathan Kowallis, Rebecca Diviney, Rosa Rios, Seth Garcia 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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