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Contract 50596
FtJ� 1 22 C7Y`'r P ySTA Y JT lrb I 1 409 CONTRACT FOR SERVICES BETWEEN THE CITY OF FORT WORTH AND SPORTSCAPES CONSTRUCTION,L.L.C. c/mss r°9r ©�B For �C9Frq y°�ry SYCAMORE PARK CONVERSION OF TENNIS COMPLEX TO SOCCER FIELD This Agreement ("Agreement"), authorized on October 24, 2017 by M&C P-12118, is by and between the City of Fort Worth, a Texas home-rule municipal corporation, acting by and through Susan Alanis, its duly authorized Assistant City Manager("City") and Sportscapes Construction, L.L.C. authorized to do business in Texas, acting by and through Sportscapes Construction, LLC, its duly authorized Sportscapes Construction, LLC, ("Contractor")for that certain work to be performed at the Sycamore Park tennis courts, a four-court facility(the"Tennis Complex"). In consideration of the mutual covenants and terms and conditions set forth herein, the parties agree as follows: 1. Scope of Work. The Contractor shall perform all work set forth in the Pure-Play Turf Field Proposal dated July 21, 20I7 as submitted originally to the Fort Worth Vaqueros Football Club ("Proposal") attached hereto as Exhibit A which shall include, but not be limited to, all labor, materials, equipment, services, and other items required to complete the work at the Tennis Complex, unless specifically amended herein, including the tennis court corner repair as identified on Exhibit A-1,with the facility being compliant with the field drawing as identified on Exhibit A-2, including delivery and installation of soccer goals as described in PO-18- 00101540, all exhibits incorporated herein for all purposes, ("Work"). The work area at the Tennis Complex shall remain clean and free of debris and any work shall not impede the public's use and enjoyment of Sycamore Park. Contactor may install non-permanent fencing to prevent the public from accessing the Tennis Complex. The Contractor shall comply with the City's General Conditions, attached hereto as Exhibit C and incorporated herein for all purposes. Conflicting terms contained in this Agreement shall control over the same or similar general condition. 2. Contract Term. a. Commencement. The Work required under this Agreement shall begin no later than pR h con+r k Gil r f/� p r j 'Ld 18 . HaOfS O h h-A F1lz 0 .l�f� b. Completion. The Work required under t is Agreement shall be completed of later Man March " '9' , The parties may agree, in writing, to extend the term of this Agreement. ,-N 0 e 16 ,yo1$ r.� �h+Y A�aY 110( PASS sl-_"t f-F c. Time of the Essence. Time is of the essence for this Agreement. Dot h 3. Contract Sum. City shall pay Contractor One Hundred Forty-Five Thousand Eight Hundred I-)ZdSO Ninety-Five Dollars and No Cents ($145,895.00) ("Contract Sum"), which shall constitute full compensation for all Work to be performed under this Agreement. The parties may amend this Agreement to allow for additional payment if additional services are required, per Section 5. 4. PAyment Schedule. City agrees to pay the Contractor on an invoice basis pursuant to the Texas Prompt Payment Act,Texas Government Code Section 2251,each payment to represent full and final, non-refundable payment for all the Work provided herein prior to the date invoiced. Contract for Services Between the City of Fort Worth OFFICIAL RECORD and Sportscapes Construction,L.L.C. CITY SECRETARY 1 of 11 FT,WORTHS'TX 5. Changes in the Work. City may order changes in the Work within the general scope of the Agreement consisting of additions, deletions, or other revisions, the Contract Sum and Term being adjusted accordingly. Such changes in the Work shall be authorized by written Change Order or amendment signed by City and Contractor. If the City requests additions to the Work, it will be performed on a time and material basis at rates negotiated and mutually agreed to by the parties. 6. Warranty and Correction of Defective Work. For a period of one (1)year following the date of completion of the Work, Contractor represents and warrants to the City that the materials furnished under this Agreement for the tennis court corner repair shall be new, of good quality, in good working order, and perform as intended; and that this specific sub-element of the Work will be performed in conformance with this Agreement and professional "workmanlike" standards and free from defective or inferior materials and workmanship (including any defects consisting of "inherent vice," or qualities that cause or accelerate deterioration). Contractor shall commence any work in accordance with this warranty within fourteen (14) calendar days from receipt of written notice from the City and complete such work within thirty (30) business days thereafter at no expense to the City. If the City observes any breach of warranty as described herein that is not curable by the Contractor, then the Contractor is responsible for reimbursing the City for damages, expenses, and losses incurred by the City as a result of such breach. The representations and warranties in this section shall survive the termination or other extinction of this Agreement. Additional warranty and correction time period and obligations for the installation of the field portion of the Work shall be as contained in the Proposal, said warranties to be enjoyed jointly by the City and its licensee of the Tennis Complex, the Fort Worth Vaqueros Soccer Academy, pursuant to that certain Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy for Sycamore Park, City Secretary Contract No. 49714. 7. Indemnification. CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER,WHETHER REAL OR ASSERTED,ARISING OUT OF OR RESULTING FROM THE NEGLIGENT ACT, ERROR, OR OMMISSION OF THE CONTRACTOR AND/OR ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. 8. Insurance. Contractor shall comply with the insurance requirements set forth in Exhibit B, which is attached hereto and incorporated herein for all purposes. Contract for Services Between the City of Fort Worth and Sportscapes Construction, L.L.C. 2 of 11 9. Waiver of Consequential Damages. The parties waive any and all claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to delay by either party, nonpayment by City, defective or non-conforming work by Contractor, and either party's termination of the Agreement. This Section 9 shall survive termination or expiration of this Agreement. 10. Contract Termination. a. Termination for Convenience. The services to be performed under this Agreement may be terminated by the City, subject to written notice submitted twenty(20) calendar days before termination, specifying the grounds for termination. i. If the termination is for the convenience of City, City shall pay Contractor for services actually rendered up to the effective date of termination and reasonable restocking and equipment rental fees, and Contractor shall continue to provide the City with services requested by City and in accordance with this Agreement up to the effective date of termination. b. Termination for Cause. If either party to this Agreement shall willfully or negligently fail to fulfill in a timely and proper manner, or otherwise violate, any of the covenants, agreements, or stipulations material to this Agreement, the other party shall thereupon have the right to terminate this Agreement by giving written notice to the defaulting party of its intent to terminate, specifying the grounds for termination. The defaulting party shall have thirty (30) days after receipt of the notice to cure the default(the "Cure Period"). If the default is not cured during the Cure Period, then this Agreement shall terminate. Termination of this Agreement under this provision shall not relieve the party in default of any liability for damages resulting from a breach or a violation of the terms of this Agreement. 11. Contractor Compliance Responsibilities. Contractor shall give notices and comply with all laws, ordinances, rules, regulations and orders of public authorities bearing on performance of the Work. Contractor warrants that it is properly licensed in the state to perform the Work required by this Agreement. 12. Time Extension, Force Majeure. City or Contractor, as appropriate, shall grant a reasonable extension of time to the other party if conditions beyond the parties' control or Acts of God, adverse weather conditions, flood, riot, civil insurrection, labor strikes, or orders of local or federal government render timely performance of the parties' services impossible or unexpectedly burdensome. The party suffering the impossibility or burdensome conditions must inform the other in writing within ten (10) days of the onset of such performance delay, specifying the reasons therefore. Failure to fulfill contractual obligations due to conditions beyond either party's reasonable control shall not be considered a breach of this Agreement; provided, however, that such obligations shall be suspended only for the duration of such conditions. 13. Permits. Required construction and/or governmental permits, if any, will be obtained by Contractor prior to start of construction. 14. Safe . Contractor shall take all reasonable safety precautions with respect to performance of the Work and shall comply with safety measures initiated by the City and all applicable laws, Contract for Services Between the City of Fort Worth and Sportscapes Construction,L.L.C. 3 of 11 ordinances, rules, regulations and orders of public authorities for the safety of persons and property. Contractor shall report to City within seven days an injury to an employee or agent of Contractor which occurred at the Tennis Complex. 15. Concealed Conditions. If concealed or unknown physical conditions are encountered at the Tennis Complex that differ materially from those indicated in the Agreement or from those conditions ordinarily found to exist at the Tennis Complex and those conditions cause delay in the Work, the Contract Sum and/or Contract Term shall be equitably adjusted by written agreement of the parties. 16. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no amendment, alteration, or modification of this Agreement shall be valid unless in each instance such amendment, alteration or modification is expressed in a written instrument, duly executed and approved by each of the parties. There are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. 17. Severability. Should any portion,word, clause, phrase, sentence or paragraph of this Agreement be declared void or unenforceable, such portion shall be modified or deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable law. 18. Assignment. Neither party hereto shall assign, sublet or transfer its interest herein without prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Contractor and its respective successors and permitted assigns. 19. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants, and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. 20. Governing Law and Venue. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 21. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and Contractor, and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 22. Contract Construction. The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 23. Fiscal Funding Out. If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to appropriate funds sufficient for City to fulfill its obligations under this Agreement, City may terminate this Agreement to be effective on the later of(i)thirty (30) Contract for Services Between the City of Fort Worth and Sportscapes Construction,L.L.C. 4 of 11 days following delivery by City to Contractor of written notice of City's intention to terminate or(ii)the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 24. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed part of this Agreement. 25. Audit. Contractor agrees that City will have the right to audit the financial and business records of Contractor that relate to this Agreement(collectively"Records") at any time during the Term of this Agreement and for three (3) years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three (3) years thereafter, the Contractor shall make all Records available to City on 1000 Throckmorton Street, Fort Worth, Texas or at another location in City acceptable to both parties following reasonable advance notice by City and shall otherwise cooperate fully with City during any audit. Notwithstanding anything to the contrary herein, this section shall survive expiration or earlier termination of this Agreement. 26. Public Information Act. Contractor understands and acknowledges that City is a public entity under the laws of the State of Texas and, as such, all documents held by City are subject to disclosure under Chapter 552 of the Texas Government Code. Contractor shall clearly indicate to City what information it deems proprietary. If City is required to disclose any documents that may reveal any of Contractor's Proprietary Information to third parties under the Texas Government Code, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, City will notify Contractor prior to disclosure of such documents, and give Contractor the opportunity to submit reasons for objections to disclosure. City agrees to restrict access to Contractor's information to those persons within its organization who have a need to know for purposes of management of this Agreement. City agrees to inform its employees of the obligations under this paragraph and to enforce rules and procedures that will prevent any unauthorized disclosure or transfer of information. City will use its best efforts to secure and protect Contractor's information in the same manner and to the same degree it protects its own proprietary information; however, City does not guarantee that any information deemed proprietary by Contractor will be protected from public disclosure if release is required by law. The foregoing obligation regarding confidentiality shall remain in effect for a period of three(3)years after the expiration of this Agreement. 27. Counterparts and Electronic Signatures.tures. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 28. Notices. All notices required or permitted under this Agreement shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, or its authorized agent, employee, servant, or representative, or (ii) received by the other party or its authorized agent, employee, servant, or representative by reliable overnight courier or United States Mail, postage prepaid, return receipt requested, at the address stated below or to such other address as one party may from time to time notify the other in writing. Contract for Services Between the City of Fort Worth and Sportscapes Construction,L.L.C. 5 of 11 To THE CITY: To CONTRACTOR: Director Sportscapes Construction, L.L.C. Parks and Community Services Attn: City of Fort Worth 4200 South Freeway, Ste 2200 Fort Worth, Texas 76115 With a copy to: Department of Law City of Fort Worth Attn: City Attorney 1000 Throckmorton Fort Worth, Texas 76102 29. Independent Contractor. It is expressly understood and agreed that Contractor shall operate as independent entity in each and every respect hereunder and not as an agent, representative, or employee of the City. Contractor shall have the exclusive control and the exclusive right to control all details and day-to-day operations and activities relative to operation of the Contractor and installation of the Work and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City and Contractor, its officers, agents, servants, employees, contractors, subcontractors, licenses, and invitees. Nothing contained in this Agreement shall be construed as the creation of a partnership or joint enterprise between the City and Contractor. 30. Prohibition on Contracts With Companies Boycotting Israel. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written 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 the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the contract. 31. Immigration Nationality Act. Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 32. Authorization. By executing this Agreement, Contractor's agent affirms that he or she is Contract for Services Between the City of Fort Worth and Sportscapes Construction, L.L.C. 6 of 11 M&C Review Page 1 of 2 Uf jcial site of the City of Fort worti),I exas FORT WORm CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 10/24/2017 REFERENCE13P17-0505 SYCAMORE DATE: 10/24/2017 NO.: P-12118 LOG NAME: PARK JTC PARD NOW PUBLIC NO CODE: P TYPE: CONSENT HEARING: SUBJECT: Authorize Execution of a Contract with Sportscapes Construction LLC, Using The Interlocal Purchasing System Cooperative Contract for the Conversion of the Sycamore Park Tennis Courts Into a Synthetic Turf Soccer Field in the Amount of$145,895.00 (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with Sportscapes Construction, LLC, using The Interlocal Purchasing System Cooperative Contract for the conversion of the Sycamore Park Tennis Courts into a synthetic turf soccer field in the amount of$145,895.00. DISCUSSION: On May 2, 2017, the City Council authorized entering into an Agreement (M&C C-28220) with the Fort Worth Vaqueros FC (Vaqueros) to operate and manage a future soccer facility at Sycamore Park. The Agreement provides that the City would be responsible for all costs associated with the conversion of the tennis courts to a soccer field up to $183,700.00 and any costs above $183,700.00 would be assumed by the Vaqueros. On September 12, 2017, Mayor and Council Communication (C-28373) City Council approved a name change in the contract from Fort Worth Soccer Group LLC d/b/a Fort Worth Vaqueros, FC to Fort Worth Vaqueros Soccer Academy. In order to complete the conversion of the tennis courts to a soccer field, Staff recommends entering into a contract with Sportscape Construction, LLC. In March 2017, The Interlocal Purchasing System (TIPS), a government cooperative purchasing program, awarded Contract No. 170205 to Sportscape Construction LLC, for Synthetic or Natural Sports Fields, Courts or Tracks. Staff has received Sportscapes' scope of construction totaling $145,895.00 to complete the conversion to a synthetic soccer field. This includes the repair of damaged exisiting concrete, new concrete pads, 22,639 sq. ft. of specified turf and Shock Pad and goals and netting and poles for backstops. The Park & Recreation Department will also enter into a separate Agreement with a fencing company to remove the old fence and install a new fence. The total project cost will also include a 10 percent contingency and will not exceed $183,700.00. The funding for this project will come from General Capital Projects Fund. Under the Agreement with the Vaqueros, the cost to convert the tennis courts into a soccer field will be repaid to the City by the Vaqueros over a 10 year period. In addition, under the Agreement , the Vaqueros are required to deposit funds into a capital reserve fund to be used for equipment and turf replacement or possible damage to the complex caused by unforeseen vandalism. M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. Sycamore Park is located in COUNCIL DISTRICT 8. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25271&councildate=10/24/2017 2/27/2018 - , CERTIFICATE OF INTERESTED PARTIES FORM 1295 l of l Complete Nos.l-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-267216 Sportscapes Construction RED OAK,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/02/2017 being filed. City of Ft Worth Date Acknowledged: G fi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Number 17-0505 Sycamore Park S Building of Soccer field 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary A56 � f. r; 1 1 ya lgg � � NChecko'nly if there is NO Interested Party. ❑ X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Y � STEPHANIE KELLUM *13 4A •o Notary Public State of Texas P/ ID#13052998-0 Of, Comm. Expires 02/10/2020 Signature of authors agent of–c'Zlliracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said this the_�day ofc)---� 20 to to certify which,witness my hand and seal of office. ser,—AAJOLtkl(�:&�aldll S�p C)V(pLVU:C �-V,u Sign ure of officer administers g oath Printed name–ol name-oofficer administering oath Title of offs dministering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 authorized by the Contractor to execute this Agreement and that all representations made herein with regard to Contractor's identity, address and legal status (corporation, partnership, individual, etc.)are true and correct. ACCORDINGLY, City and Contractor have each executed this Agreement to be effective as of the date subscribed by the City's designated Assistant City Manager("Effective Date"). Contractor: City of�Fort Worth/ 'Smatt*1 ►at FGrn(An ci a C*S" By: Assistant City Manager (Signature) Date 3L !8 Dan Hodson Attest: 1 �. (Printed Name) City Scretary T""', Title: President (Seal) * r1 Address: P. O. Box 572 1, M&C Q' u I71 "C�•.... Date: IQ-N-n a. , Form 1295 No. 9011—a0 al f City/State/Zip: Red Oak, TX 75154 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and Date ad unistr tion of this contract, including ensurin all performance and reporting require ent SCottrrr enn DistrtctSuperintendent, PARD-Trades A proved as to Form and Legality: Douglas W.OBI Assistant City Attorney APPROVAL RECOMM D: T ndZavala CTOR, Park and Recreation Department OFFICIAL,RECORD Contract for Services Between the City of Fort Worth CITY 1111CR t�l"ARY and Sportscapes Construction,L.L.C. n woRT",TX 7 of 11 Exhibit A,A-1 & A-2 Sportscapes Construction, L.L.C. - Pure-Play Turf Field Proposal For SYCAMORE PARK TENNIS COURT CONVERSION (See Attached) Contract for Services Between the City of Fort Worth and Sportscapes Construction, L.L.0 8 of 11 August 10, 2017 Revised August 29, 2017 City of Fort Worth - Sycamore Park - Vaqueros Tips Contract #170205 - Prep and Replace existing Concrete per City of FW Design $8,000 -* Install 2 ea Concrete Pads for Teams, 1 Scorer Table, 1 Entryway $3,000 - Deliver& Install 22,639 SgFt of Pure Play Turf&Shock Pad (Attached) $128,506 - Deliver 1 Set of 6.5' x 12' Goals (Attached) $1,635 - Deliver 1 Set of 6.5' x 18.5' Goals (Attached) $1,915 - Deliver Netting and Poles for Backstops (Attached) $2,839 - Includes TIPS/TAPS Fee $145,895 * See Attached Plan Concrete to be 3500 PSI with Air, 3/8" rebar 18" OCEW Qualifications: - Price good for 30 days - Includes TIPS/TAPS Fee -Turf needs to be laid out 24-48 hours prior to installation - Edge detail TBD with Fencing Contractor - Does not include any fencing, grassing, or landscape repair - Does not include night security, or security fencing Please contace me if you have any questions. Thank you for the opportunity to provide pricing. Dan Hodson Sportscapes Construction 214-693-4820 Sportscapes Construction 432 Country Ridge Lane Red Oak TX 75154 k r dr — Q 44 x LU c� I E a) 4—+ (a � O L 4L 0 L t+ Off C�k # 4po-, ci o co t iB /NBOUNL_ S :1//eic rcr!amaucc Pure-Play Turf Field Proposal InBounds Athletic Performance Pure Play. Pure Performance. No Infill 411P Submitted on July 21, 2017 InBounds Athletic Performance Pure Play. Pure Performance. No Infill TO: Mr. Mark Snell, Fort Worth Vaqueros Football Club FROM: Andrew Bounds, InBounds Athletic Performance DATE: July 19, 2017 RE: Fort Worth Vaqueros 7 V 7 Turf Field Project Mark, Thank you for your time and the opportunity to propose Pure-Play Non-Infill Synthetic Sports Turf. Please find the below detailed scope and pricing for your 22,639 SF field, if you should have any questions, feel free to reach us at 410-747-1073. My mobile number is best; 847-961-0786 SCOPE OF WORK PRECONSTRUCTION • Participate in a preconstruction meeting with the owner's team • Provide drawings for turf system BASE CONSTRUCTION • Concrete Sub-Base to be inspected and approved before turf installation TURF AND INSTALLATION • Furnish to install contractor InBounds Athletic Performance's Pure Play turf system including 12 mm shock-pad on one (1) field; 22,639 square feet • Secure all main panels using premium adhesives as well as on inlays to ensure maximum bonding. Basic Soccer field inlays included • Provide owner's manuals and training by InBounds and InBounds employed technician • Provide (4) full-service field grooming per year (once a quarter) inclusive of thorough field inspection, cleaning, and repair of any required issues for the period of (4) Years. • Provide The InBounds' warranty which covers Pure-Play non-infill synthetic turf, installation materials, and workmanship for eight (8) years. • 24-hour response time on critical repair issues (48-hr to all others) • Dedicated customer web-portal for field maintenance and mangement • Training on normal field upkeep and emergency repairs. Emergency repair kit 6030 MARSHALEE DRIVE,STE 704 1 ELKRIDGE,MD 21075 1 410-747-1073 1 WWW.PUREPLAYTURF.COM InBounds Athletic Performance Exhibit A-2 Pure Play. Pure Performance. No Infill 58830 3960L!22--; 52120 750 /.� o N 10970 7490 7500 7500 7490 LER e q N 3660 Ln N GpV ® 3 O O 20 1-4 A I' N Total Turf Area is 2103.2sgm/22,639sm. Soccer white lines are 100mm wide/4" WHITE , ao { f S Y a Q ( o AW l( 1 A2 A3 A4 A5 A6 A7 A8 AlA10 A11 Al2 A13 f14 �0001.4000 aooL o L4000 aL oao L a000ac ,u 4000�aoao�aooa �aoao 4000_ 4UW�a000�4000 6030 MARSHALEE DRIVE,STE 704 ELKRIDGE,MD 21075 410-747-1073 1 M.PUREPLAYTURF.COM InBounds Athletic Performance -1w Pure Play. Pure Performance. No Infill la OWN Roll Plan size(M) Enlarod dradw Roll Qty "J'M(ns) Dimensions of ground 2062.1 squ ........... Al 4000X35052 1 140.21 A5 4000X35052 1 140.21 Actual production turf 2103.2 a A7 4000X35052 1 140.21 A9 4000X35052 1 140.21 A14 40DOX35052 140.21 A2-A4, A6 A10-Al400OX35052 9 1261.9 A8, ., AWl 14000X35052 1 1 140.21 j connect tape 1000 Glue(barrel) 23 total area Total area: 2103.2 sqm 15 At �4 7 6030 MARSHALEE DRIVE,STE 704 ELKRIDGE,M021075 410-747-1073 WWW.PUREPLAYTURF.CDM InBounds Athletic Performance ' Pure Play. Pure Performance. No Infill Included in Proposal • 22,639 SF of Pure-Play Non-Infill Synthetic Turf System (includes 12mm Shock- Pad) • All materials required for installation (seam tape, glue, shock-pad tape) • Provide owner's manuals and training by InBounds • Provide (4) full-service field grooming per year (once a quarter) inclusive of thorough field inspection, cleaning, and repair of any required issues for the period of (4) Years. • Provide the InBounds' warranty which covers Pure-Play non-infill synthetic turf, installation materials, and workmanship for eight (8) years. • 24-hour response time on critical repair issues (48-hr to all others) • Dedicated customer web-portal for field maintenance and management • Training on normal field upkeep and emergency repairs. • Emergency repair kit IMAGES OF OTHER COMPLETED PROJECTS 6030 MARSHALEE DRIVE,STE 704 1 ELKRIDGE,MD 21075 1 410-747-1073 1 WWW.PUREPLUTURF.CDM InBounds Athletic Performance 1w Pure Play. Pure Performance. No Infill \fir+ + �� t.�� '�� y;•�` i�'f�" +~ .Y" �+�*.'r F #� y T 6030 MARSHALEE DRIVE,STE 704 ELKRIDGE,MD 21075 410-747-1073 WWW.PUREPLAYTURF.CDM Please note: This information was submitted separately and copied.This group contains copies of the original. OFFICIAL RECORD CITY SECRETARY FT,WORTH,TX 006125-1 CERTIFICATE OF INSURANCE Page 1 of 1 1 SECTION 00 6125 2 CERTIFICATE OF INSURANCE 3 4 5 6 [Please provide standard ACORD Certificate of Insurance,form.] 7 8 - 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 END OF SECTION CITY OF FORT WORTH [Insert Project Name] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Insert Project Number] Revised July 1,2011 006125-1 CERTIFICATE OF INSURANCE Page 1 of 1 1 SECTION 00 6125 2 CERTIFICATE OF INSURANCE 3 4 5 6 [Please provide standard ACORD Certificate of Insurance form.] 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 END OF SECTION CITY OF FORT WORTH [Insert Project Name] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Insert Project Number] Revised July 1,2011 r 40" H CC - Final Bond Premium Based On Bond Number: 1001010256 Final Contract Price Initial Premium: $4,377.00 Public Works - Performance Bond Texas Government Code, Chapter 2253 KNOW ALL PERSONS BY THESE PRESENTS: That we, Sportscapes Construction, LLC as Principal, and U.S. Specialty Insurance Company a corporation organized and existing under the laws of the State of Texas and authorized to transact a general surety business in the State of Texas as Surety, are held and firmly bound unto City of Fort Worth as Obligee, in the amount of One Hundred Forty Five- Thousand Eight Hundred Ninety Five and 00/100 Dollars ($ 145,895.00 ) lawful money of the United States of America, for the payment whereof, well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, jointly and severally, firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH, that WHEREAS, the above-bounden Principal has been awarded and has entered into a contract dated 10/24/17 with the Obligee to do and perform the following, to wit-. Sycamore Park Conversion of Tennis Complex to Soccer Field Provided, however, that this bond is executed pursuant to provisions of Chapter 2253, Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with provisions of said Article to same extent as if it were copied at length herein. NOW, THEREFORE, if the above-bounden Principal shall well and truly perform or cause to be performed, "the works under the contract," then this bond shall be null and void-, otherwise it shall remain in full force and effect. Signed and sealed this 18th day of January 2018 Principal (s): Sportscapes Construction, LLC By: Surety: U.S. Specialty Insurance Company, Jacq L/ ueline Kirk Attorney-in-Fact � 10-7s 40 H CC Final Bond Premium Based On Bond Number: 1001010256 Final Contract Price Initial Premium: 54,377.00 Public Works - Performance Bond Texas Government Code, Chapter 2253 KNOW ALL PERSONS BY THESE PRESENTS: That we, Sportscapes Construction, LLC as Principal, and U.S. Specialty Insurance Company a corporation organized and existing under the laws of the State of Texas and authorized to transact a general surety business in the State of Texas as Surety, are held and firmly bound unto City of Fort Worth as Obligee, in the amount of One Hundred Forty Five- Thousand Eight Hundred Ninety Five and 00/100 Dollars ($145,895.00 ) lawful money of the United States of America, for the payment whereof, well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators,jointly and severally, firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH, that WHEREAS,the above-bounden Principal has been awarded and has entered into a contract dated 10/24/17 with the Obligee to do and perform the following, to wit: Sycamore Park Conversion of Tennis Complex to Soccer Field Provided, however, that this bond is executed pursuant to provisions of Chapter 2253, Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with provisions of said Article to same extent as if it were copied at length herein. NOW, THEREFORE, if the above-bounden Principal shall well and truly perform or cause to be performed, "the works under the contract," then this bond shall be null and void; otherwise it shall remain in full force and effect. Signed and sealed this 18th day of January 2018 Principal (s): Sportscapes.� Construction, LLC Surety: U.S. Specialty Insurance Coanyr By: VJ+bcquel' e Kirk Attorney-In-Fact 10-15 --ftw 4.400 H CC Final Bond Premium Based On Bond Number: 1001010256 Final Contract Price Initial Premium: Inc w/Pert bond Public Works - Payment Bond Texas Government Code, Chapter 2253 KNOW ALL PERSONS BY THESE PRESENTS: That we, Sportscapes Construction, LLC as Principal, and U.S. Specialty Insurance Company a corporation organized and existing under the laws of the State of Texas and authorized to transact a general surety business in the State of Texas as Surety, are held and firmly bound unto City of Fort Worth as Obligee, in the amount of One Hundred Forty Five- Thousand Eight Hundred Ninety Five and 00/100 Dollars ($145,895.00 ) lawful money of the United States of America, for the payment whereof, well and truly to be made,we hereby bind ourselves, our heirs, executors, administrators,jointly and severally,firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH,that WHEREAS,the above-bounden Principal has been awarded and has entered into a contract dated 10/24/17 with the Obligee to do and perform the following, to wit: Sycamore Park Conversion of Tennis Complex to Soccer Field Provided, however, that this bond is executed pursuant to provisions of Chapter 2253, Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with provisions of said Article to same extent as if it were copied at length herein. NOW, THEREFORE, if the above-bounden Principal shall faithfully pay all laborers, mechanics, subcontractors, materialmen and all persons who shall supply such person or persons, or subcontractors, with materials and supplies for the carrying on of such work, then this bond shall be null and void; otherwise it shall remain in full force and effect. Signed and sealed this 18th day of January 2018 Principal: Sportscaappes Construction, LLC By: - Surety: U.S. Specialty Insurance Comp ny BYyacquel ne K /irk 4f— Attorney-In-Fact 1045 POWER OF ATTORNEY AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY UNITED STATES SURETY COMPANY U.S.SPECIALTY INSURANCE COMPANY Tli T .......... m I a—Wan assumed Wguft p— BMW- an Contra aftaff a CalifcrmaAFaoW_W6W.W laws MMMBY TIAESE'111101 OIL ors Limed na,I, rt IndemonfA&M� Uftqates Surety CoRba orpton &W P-Ill' III Ill — — Q Company, My, the�Comparl do tliWpr— make, and U.S. Specialty Insur e C' ffi any, a Texas corporation (68MctiV by ess—ents ma constitute and appoint: Mark DeWitt,Donald G.Stiffs,Ginger Hoke or Jacqueline Kirk of Dallas,Texas ty *1rQF;capa i f olllldl nes 1111 with fullyV�� 111pve, dge 'II III II ia goonds,recogniza— _rOWT -its name,place—al- MW X—RdWcknow an ��11 ie byXQ 11111 or RNer instruments or contractssuretyshipto include riders, am n I s, and consents of surety, pleMiding fhe bond penalty does not exceed ********************Ten Million******************** — Dollars ($ **10,000,000.00** . This Power of Attorney shall expire without further action on December 20,2017. This Power of Attorney is granted under and by authority of thiling resolutions adopted by the lloRrds of Directors of the Companies III`IIIany IcQlePrIII IIIl e'' �i �J�President,any RqetW2 _RQ9v=tIK1dN1resident, V' &I'llig" fi�� s="eWwy shall be and!RheiW" 0 able _m wthiffilimpl Mwsm arklMuffih�oint any one or (IIII I y(s)-in-Fact - aWac0r_W�foftheCompan�_610_ PI = I wlill�lll� I�111111111116I — — =_ Attorney-in-Fact may be given full power and authority for and in the name of and on behalf of the Company,to execute,acknowledge and deliver,any and all bonds, recogni.zances, contracts, agreements or indemnity and other conditional or obligatory undertakings, including any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts,and any and all notices and documents canceling or terminating the Company's liability thereunder,and any such instruments so executed by any such Attorney-in-Fact shall be binding upon the Company as i signed by the President and sealed and effected .Whe.c—orporm W-Tw. A�WR�vWHW�&griature of any amrlmlwlc��MiMaMf tWompany hereto�jn ower of attorney tr is =nierstn b_ fa i0 ny power of attorf�Vic m_be_—Om__mile signature orII Il binding upon the"Marm-n—kit"s s�IIII ;111111 6, i�,11�1���11 1 111111 —tom an y��EdKor uANertiking to which it is attach IN WITNESS WHEREOF,The Companies have caused this instrument to be signed and their corporate seals to be hereto affixed,this 1st day of December,2014. AMERICAN C NNT CTI SI 1�W, _TExAS BoNDIK�mPANY 'R&rITY COMPANY I 1'111'I E UNTTEOT, I III NY U.- SP��NWIRXNMACDWANY V I� Su By: s 4� Daniel P.Aguilar Vice President ................. officer Ilk I I I CompIftgffiL=-,1eraaWvM1 Iji III lill ji� 11 Monly the identiol,�I�l x QgumeMc il certificate is att%W,&M nWh�lllhess,accuracy,or III Il l ou11 11K111111 I dIIII,�t, State of California County of Los Angeles SS: On this 1st day of December,2014, before me,Maria G.Rodriguez-Wong,a notary public, personally appeared Dan P.Aguilar,Vice President of American -ContractorsthWqfl#*)dCompany,Texas Bon iI*ng 9 ""SII(Id'States Surety Company==and=LLS. proyad.to ____4rance Company who e tqb ecribed to thew �edftTWkMVWd9ed to me r=-HIM I ia�rs-af§EsfaddWieviidence to bthat Y�x Mi thoAe_W=::�nd that by his sig. thll 1 s fterson,or the entft&fthMf1Mi1=KAb ip-erson acted,exe� sti—mm-C'M 060 =1 ce Wiunder PENALTY OF PERJURY d'111111irfill er the laws of the State of California that the-166regoing paragraph is true and correct. WITNESS my hand and official seal. MARIA G.RODRIGUEZ-WONG Co 2049771 SWature Z Oil §lornia mII Z Z ty C V 2011 1,Kio Lo,Assistant Secretary of American Contractors Indemnity Company,Texas Bonding Company,United States Surety Company and U.S. Specialty Insurance Company,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney,executed by said Companies,which is still in full force and effect; furthermore,the resolutions of the Boards ofDirectors,set out in the Power of Attorney are in full force-and efkat Jill s of MW ffipftareles Cal rfft MA 11lfM have eun�,�I� s N �Il� I — 11 1�the seal ifo M 40-Mir—ft h Corporate Seals CT -sa A CIS .0s 2- A 0 0, c � .....I.... Ki L Assistant Secreta 7 U.S. Specialty Insurance Company TEXAS COMPLAINT NOTICE IMPORTANT NOTICE AVISO IMPORTANTE 1. To obtain infonnation or make a complaint: Para obtener informacion o para someter una quej a: 2. You may contact your agent. Puede comunicarse con su agente. 3. You may call the company's toll free telephone Usted puede llamar al numero de telefono gratis number for information or to make a complaint at: de la compania's para infonnacion o para someter una queja al: 1-800-486-6695 1-800-486-6695 4. You may also write to the company at: Usted tambien puede escribir a la compania: 601 S. Figueroa Street, Suite 1600 601 S. Figueroa Street, Suite 1600 Los Angeles,CA 90017 Los Angeles, CA 90017 5. You may contact the Texas Department of Puede comunicarse con el Departamento de Insurance to obtain information on companies, Seguros de Texas para obtener informacion acerca coverages,rights, or complaints at: de companias, coberturas,derechos,o quejas al: 1-800-252-3439 1-800-252-3439 6. You may write to the Texas Department of Puede escribir al Departamento de Seguros de Insurance at: Texas al: Consumer Protection(111-1 A) Consumer Protection(111-1 A) P.O. Box 149091 P.O. Box 149091 Austin, TX 78714-9091 Austin, TX 78714-9091 Fax No. (512)490-1007 Fax No. (512)490-1007 Web: http://www.tdi.texas.gov Web:http://www.tdi.texas.gov E-mail: ConsumerProtection@tdi.texas.gov E-mail: ConsumerProtection(2tdi.texas.gov 7. PREMIUM OR CLAIM DISPUTES: DISPUTAS SOBRE PRIMAS O RECLAMOS: Should you have a dispute concerning your Si tiene una disputa concerniente a su prima o a premium or about a claim you should contact the un reclamo, debe comunicarse con el agente o la agent or the company first.If the dispute is not compania primero. Si no se resuelve la disputa, resolved,you may contact the Texas Department puede entonces comunicarse con el departamento of Insurance. (TDI). 8. ATTACH THIS NOTICE TO YOUR POLICY UNA ESTE AVISO A SU POLIZA This notice is for information only and does not Esta aviso es solo para proposito de informacion y become a part or condition of the attached no se convierte en parte o condicion del document. documento adjunto. HCCSTXM0008A0 M POWER OF ATTORNEY AMERICAN CONTRACTORS INDEMNIFY COMPANY TEXAS BONDING COMPANY UNITED STATES SURETY CONIPA_NY U.S.SPECIALTY INSURANCE COMPANY FS Contracts 0 =0 Mm ME BY THESE rn,�) Scan _KbinaM a Calif6rnj=-oMZr= it an assumedcg,,, act w �11V ,lllllllill 9 ors Indemm �Xmj� � RA1,1111 I�I]W�ates Surety CARINA_ orlon and U.S. Specialty Insurance Company, a Texas corporation (cN-ff-ctiv`ey,thli"Companies"), do by th7ZWW presents make, constitute and appoint: Mark DeWitt,Donald G.Stiffs,Ginger Hoke or Jacqueline Kirk of Dallas,Texas lIlI with RII aipm l mmtorney(s)-in-M MM ZAXTM�K capacity if fe AN n is M�nq,e, ove, i. Al 111111111111, 111111�Ila er a a, d s, rell , I a s name,place Me�l�_ Rcknowledge lets and consents of surety, lifWding--the bond ��o r offer instruments or contractsW sur�euyship to include riders, en s penalty does not exceed Million*'*-***************-* Dollars (S **10,000,000.00** This Power of Attorney shall expire without further action on December 20,2017. This Power of Attorney is granted under and by authority of the_�owing resolutions adopted by the Boards of Directors of the Companies: any Videq,-.Pr I I eal 65ti t, NePres be es MOssist ent,any IffiketaW,� iffifill shall be andu— R-Ras pjFailgy(s) elwM f of the Comparift fflthMl�� 11011111 rill lljjll�liisail ll�IM I' JLWyAxarW--yuWi0o_omt anyone or oresuia PeTs as -in-Fact to r iff 1:Jill id Attorney-in-Fact may be given frill power and authority for and in the name of and on behalf of the Company,to execute,acknowledge and deliver,any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings, including any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts,and any and all notices and documents canceling or terminating the Company's liability thereunder,and any such instruments so executed by any such Attomey-in-Fact shall be binding upon the Company as,if signed by the President and sealed and effected j�l&thA Qo rp o r.M gIC company her datagnature of any aMr=Micff� hereto alllllllllluj111111g11!II III !o1wer of attomeyv�w==Vc M—au—N 7i�Wffe il�NMany power of attorfft&W ile signature or ffijj,�', 1 111 binding upon the 4��Pftt�� , �na e ��ny-URMAbr arMErtak-ing to which it is attachCiM - IN WITNESS WHEREOF,The Companies have caused this instrument to be signed and their corporate seals to be hereto affixed,this 1st day of December, 2014, AMERICAN PAIC ANY XA A T$ INITY COMT -TF �BOM Illus UNITE11' U.S.SPQLA�A ME N A-NY 90K T1 IllS ANY ........... 1 By: S Daniel P.Aguilar,Vice President ks OF" "I III l ''11111 the 11'1,kil Officer compfm gwsa2rmmmmi nly the identi t'111,11'Illi 1111 01WIgM cM certificate is att%-W M- ri=h� ess,ai 11,11', III I' q111111111[11111 Mate b_fCalifornia County of Los Angeles SS: On this 1st day of December,2014, before me,Maria G.Rodriguez-Wong,a notary public, personally appeared Dan P.Aguilar,Vice President of American contractors Am - -Company,Texas Bon ng �'�d�ale, Surety Company-=An&Ll13.!�W=igjftoirance Company wh(j. ;igdao rmvp� a —pro Wk �Fftof __ s evidence t b =),�Wged 0.e win MWLAM�ai-fgarft* 0 jci to the to me that r��x W_ =F;L1AWd that erson,or the eniWn�w hM) Effl,=--auth t by his si a h MAIN"erson acted,exle17 st=l_ C un ertify under PENALTY OF PERJURY III r the laws of the State of California that the oregoing paragraph is true and correct. WITNESS my hand and official seal. MARIA G. NG A/ Commission 209771 _ _ -SignatlNpINi a z =_ ''IIIII IInoL tlulll IIII ! C I�OS �Lelllll II f� __ 017 I,Kio Lo,Assistant Secretary of American Contractors Indemnity Company,Texas Bonding Company,United States Surety Company and U.S. Specialty Insurance Company,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney,executed by said Companies,which is still in fall force and effect;furthermore,the resolutions of the Boards of Directors,set out in the Power of Attorney are in full force-and eQgt=_ III IIII 'll 1111111MEE 7ER have hereon Califo al1' i¢IIHI�IiI1 p,Ed I ri I the seals of 01- teles, rim- 11111T �!III a MEMMMMIA& !!1, 11 o", Corporate SealsN S °o'',' % M K o LoII tl ,Assistant etaM =6, S6 41111_:� . % ll . ........... V0 00 45 26-1 CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW Page 1 of 1 1 SECTION 00 45 26 2 CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW 3 4 Pursuant to Texas Labor Code Section 406.096(a), as amended, Contractor certifies that it 5 provides worker's compensation insurance coverage for all of its employees employed on City 6 Project No. 100970. Contractor further certifies that, pursuant to Texas Labor Code,Section 7 406.096(b), as amended, it will provide to City its subcontractor's certificates of compliance with 8 worker's compensation coverage. 9 10 CONTRACTOR: .s a� Json Co �-� By: a.rl 13 Company (PI ase Print) 14 h 15 P. o . �Q�( Signature: 16 Address17 P r p� 18 IX7�j��j y Title: J - J ,,&� 19 City/State/Zip (Please Print) 20 21 22 THE STATE OF TEXAS § 23 24 COUNTY OF TARRANT § 25 26 BEFORE ME,the undersigned authority, on this day personally appeared 27 , known to me to be the person whose name is 28 subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same as 29 the act and deed of for the purposes and 30 consideration therein expressed and in the capacity therein stated. 31 32 GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 33 , 20 34 35 36 37 Notary Public in and for the State of Texas 38 39 END OF SECTION 40 CITY OF FORT WORTH (SycParkSoccerTurfl STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS (Project 4100970] Revised July 1,2011 FORTWORTH. al L City of Fort Worth ........ Standard Construction Specification Documents OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Adopted September 2011 000000-1 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Page 1 of 1 SECTION 00 00 00 TABLE OF CONTENTS Division 00- General Conditions 0005 10 Mayor and Council Communication 0035 13 Conflict of Interest Affidavit 0045 26 Contractor Compliance with Workers' Compensation Law 00 52 43 Agreement 0061 13 Performance Bond 0061 14 Payment Bond 0061 25 Certificate of Insurance 00 72 00 General Conditions 1 7300 Supplementary Conditions Appendix GC-6.37 Wage Rates END OF SECTION CITY OF FORT WORTH [SycParkSoccerTurfj STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Projec[�'1009701 FORTWORTH PROJECT MANUAL FOR THE CONSTRUCTION OF SYCAMORE PARK TENNIS COURTS CONVERSION TO SYNTHETIC TURF SOCCER FIELD City Project No.100970 Betsy Price David Cooke Mayor City Manager Richard Zavala Director, Park & Recreation Department Prepared for The City of Fort Worth Park & Recreation Department 2017 M&C Review Page 1 of 2 Official site of the City of holt Worth,"texas CITY COUNCIL AGENDA FORTWORT111 COUNCIL ACTION: Approved on 10/24/2017 DATE: 10/24/2017 REFERENCE P-12118 LOG NAME: 13P17-0505 SYCAMORE NO.: PARK JTC PARD CODE: P TYPE: PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Execution of a Contract with Sportscapes Construction LLC, Using The Interlocal Purchasing System Cooperative Contract for the Conversion of the Sycamore Park Tennis Courts Into a Synthetic Turf Soccer Field in the Amount of$145,895.00 (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with Sportscapes Construction, LLC, using The Interlocal Purchasing System Cooperative Contract for the conversion of the Sycamore Park Tennis Courts into a synthetic turf soccer field in the amount of$145,895.00. DISCUSSION: On May 2, 2017, the City Council authorized entering into an Agreement (M&C C-28220) with the Fort Worth Vaqueros FC (Vaqueros) to operate and manage a future soccer facility at Sycamore Park. The Agreement provides that the City would be responsible for all costs associated with the conversion of the tennis courts to a soccer field up to $183,700.00 and any costs above $183,700.00 would be assumed by the Vaqueros. On September 12, 2017, Mayor and Council Communication (C-28373) City Council approved a name change in the contract from Fort Worth Soccer Group LLC d/b/a Fort Worth Vaqueros, FC to Fort Worth Vaqueros Soccer Academy. In order to complete the conversion of the tennis courts to a soccer field, Staff recommends entering into a contract with Sportscape Construction, LLC. In March 2017, The Interlocal Purchasing System (TIPS), a government cooperative purchasing program, awarded Contract No. 170205 to Sportscape Construction LLC, for Synthetic or Natural Sports Fields, Courts or Tracks. Staff has received Sportscapes' scope of construction totaling $145,895.00 to complete the conversion to a synthetic soccer field. This includes the repair of damaged exisiting concrete, new concrete pads, 22,639 sq. ft. of specified turf and Shock Pad and goals and netting and poles for backstops. The Park & Recreation Department will also enter into a separate Agreement with a fencing company to remove the old fence and install a new fence. The total project cost will also include a 10 percent contingency and will not exceed $183,700.00. The funding for this project will come from General Capital Projects Fund. Under the Agreement with the Vaqueros, the cost to convert the tennis courts into a soccer field will be repaid to the City by the Vaqueros over a 10 year period. In addition, under the Agreement , the Vaqueros are required to deposit funds into a capital reserve fund to be used for equipment and turf replacement or possible damage to the complex caused by unforeseen vandalism. M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. Sycamore Park is located in COUNCIL DISTRICT 8. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25271&councildate=10/24/2017 12/11/2017 M&C Review Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the General Capital Projects Fund, Sycamore Park Renovation Project and that prior to an expenditure being made, the Park and Recreation Department has the responsibility to validate the availability of funds. Pursuant to the terms of M& C C-28220 dated May 2, 2017, the City will bill the Fort Worth Vaqueros an amount equal to the actual expenditures to complete this project over a 10 year period. Any amount over the $183,700.00 project estimate will be paid upon completion of the project. BQN\17-0505\JTC TO —1 :� ____ _ Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I Year Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Cynthia B. Garcia (8525)Jeff Cope (8313) ATTACHMENTS 17-0505 - 1295.pdf 17-0505-Proposal and Agreement.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25271&councildate=10/24/2017 12/11/2017 003513-1 CONFLICT OF INTEREST AFFIDAVIT Page 1 of 1 1 SECTION 00 35 13 2 CONFLICT OF INTEREST AFFIDAVIT 3 4 Each bidder, offeror, or respondent(hereinafter also referred to as"you")to a City of Fort Worth 5 (also referred to as"City")procurement are required to complete Conflict of Interest 6 Questionnaire(the attached CIQ Form) and Local Government Officer Conflicts Disclosure 7 Statement(the attached CIS Form)below pursuant to state law. This affidavit will certify that the 8 Bidder has on file with the City Secretary the required documentation and is eligible to bid on 9 City Work. The referenced forms may be downloaded from the website links provided below. 10 11 http://www,ethics.state.tx.us/forms/CIQ.pdf 12 13 http://www.ethics.state.tx,us/forms/CIS,pdf 14 15 0 CIQ Form is on file with City Secretary 16 17 0 CIQ Form is being provided to the City Secretary 18 19 F1 CIS Form is on File with City Secretary 20 21 0 CIS Form is being provided to the City Secretary 22 23 24 25 BIDDER: 26 PcJson 27 5 ���.��1�,! D.-an�,��y 28 Company (Pl ase Print) 29 30 )G Signature: iv 31 Address pl!"�,f4 32 33 k, X 756 Title: 4 34 City/State/Zip (Please Print) 35 36 37 END OF SECTION CITY OF FORT WORTH (4vcParkSoccerTua lj STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Project#100970] Revised March 27,2012 0045 26-1 CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW Page 1 of 1 1 SECTION 00 45 26 2 CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW 3 4 Pursuant to Texas Labor Code Section 406.096(a), as amended, Contractor certifies that it 5 provides worker's compensation insurance coverage for all of its employees employed on City 6 Project No. 100970. Contractor further certifies that, pursuant to Texas Labor Code,Section 7 406.096(b),as amended,it will provide to City its subcontractor's certificates of compliance with 8 worker's compensation coverage. 9 10 CONTRACTOR: 11 12 By: 13 Company (Please Print) 14 15 Signature: 16 Address 17 18 Title: 19 City/State/Zip (Please Print) 20 21 22 THE STATE OF TEXAS § 23 24 COUNTY OF TARRANT § 25 26 BEFORE ME,the undersigned authority, on this day personally appeared 27 , known to me to be the person whose name is 28 subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same as 29 the act and deed of for the purposes and 30 consideration therein expressed and in the capacity therein stated. 31 32 GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 33 120 34 35 36 37 Notary Public in and for the State of Texas 38 39 END OF SECTION 40 CITY OF FORT WORTH (Sj�cParkSoccerTurf] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS (Project 4'100970] Revised July 1,2011 0061 13-1 PERFORMANCE BOND Page 1 of 2 1 SECTION 00 61 13 2 PERFORMANCE BOND 3 4 THE STATE OF TEXAS § 5 § KNOW ALL BY THESE PRESENTS: 6 COUNTY OF TARRANT § 7 8 That we, , known as 9 "Principal" herein and , a corporate 10 surety(sureties, if more than one)duly authorized to do business in the State of Texas, known as 11 "Surety"herein(whether one or more), are held and firmly bound unto the City of Fort Worth,a 12 municipal corporation created pursuant to the laws of Texas, known as"City"herein, in the penal 13 sum of, Dollars 14 ($ ), lawful money of the United States, to be paid in Fort Worth, 15 Tarrant County, Texas for the payment of which sum well and truly to be made,we bind 16 ourselves,our heirs, executors,administrators,successors and assigns,jointly and severally, 17 firmly by these presents. 18 WHEREAS,the Principal has entered into a certain written contract with the City 19 awarded the day of , 20_, which Contract is hereby referred to and 20 made a part hereof for all purposes as if fully set forth herein, to furnish all materials,equipment 21 labor and other accessories defined by law, in the prosecution of the Work, including any Change 22 Orders, as provided for in said Contract designated as Sycamore Synthetic Turf Soccer, 23 City Project No. 100970. 24 NOW,THEREFORE,the condition of this obligation is such that if the said Principal 25 shall faithfully perform it obligations under the Contract and shall in all respects duly and 26 faithfully perform the Work, including Change Orders, under the Contract, according to the plans, 27 specifications, and contract documents therein referred to, and as well during any period of 28 extension of the Contract that may be granted on the part of the City,then this obligation shall be 29 and become null and void, otherwise to remain in full force and effect. 30 PROVIDED FURTHER,that if any legal action be filed on this Bond, venue shall lie in 31 Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort 32 Worth Division. CITY OF FORT WORTH [SycParkSoccerTurJ] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Project#102I70J Revised July 1,2011 0061 13-2 PERFORMANCE BOND Page 2 of 2 1 This bond is made and executed in compliance with the provisions of Chapter 2253 of the 2 Texas Government Code, as amended, and all liabilities on this bond shall be determined in 3 accordance with the provisions of said statue. 4 IN WITNESS WHEREOF,the Principal and the Surety have SIGNED and SEALED 5 this instrument by duly authorized agents and officers on this the day of 6 , 20 7 PRINCIPAL: 8 9 10 11 BY: 12 Signature 13 ATTEST: 14 15 16 (Principal)Secretary Name and Title 17 18 Address: 19 20 21 22 Witness as to Principal 23 SURETY: 24 25 26 27 BY: 28 Signature 29 30 31 Name and Title 32 33 Address: 34 35 36 37 Witness as to Surety Telephone Number: 38 39 40 41 *Note: If signed by an officer of the Surety Company,there must be on file a certified extract 42 from the by-laws showing that this person has authority to sign such obligation. If 43 Surety's physical address is different from its mailing address,both must be provided. 44 The date of the bond shall not be prior to the date the Contract is awarded. 45 CITY OF FORT WORTH [SycParkSoccerTurfJ STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Project#100970] Revised July 1,2011 0061 14-1 PAYMENT BOND Page 1 of 2 1 SECTION 00 61 14 2 PAYMENT BOND 3 4 THE STATE OF TEXAS § 5 § KNOW ALL BY THESE PRESENTS: 6 COUNTY OF TARRANT § 7 That we, , known as 8 "Principal"herein, and , a 9 corporate surety(sureties), duly authorized to do business in the State of Texas, known as 10 "Surety" herein(whether one or more), are held and firmly bound unto the City of Fort Worth, a 11 municipal corporation created pursuant to the laws of the State of Texas, known as "City" herein, 12 in the penal sum of Dollars 13 ($ ), lawful money of the United States, to be paid in Fort Worth, 14 Tarrant County, Texas, for the payment of which sum well and truly be made,we bind ourselves, 15 our heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these 16 presents: 17 WHEREAS,Principal has entered into a certain written Contract with City, awarded the 18 day of , 20 , which Contract is hereby referred to and 19 made a part hereof for all purposes as if fully set forth herein, to furnish all materials,equipment, 20 labor and other accessories as defined by law, in the prosecution of the Work as provided for in 21 said Contract and designated as Sycamore Synthetic Turf Soccer, City Project No. 22 100970. 23 NOW, THEREFORE,THE CONDITION OF THIS OBLIGATION is such that if 24 Principal shall pay all monies owing to any (and all) payment bond beneficiary (as defined in 25 Chapter 2253 of the Texas Government Code, as amended) in the prosecution of the Work under 26 the Contract, then this obligation shall be and become null and void; otherwise to remain in full 27 force and effect. 28 This bond is made and executed in compliance with the provisions of Chapter 2253 of the 29 Texas Government Code, as amended, and all liabilities on this bond shall be determined in 30 accordance with the provisions of said statute. 31 CITY OF FORT WORTH [SycParA-SoccerTurj] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Project 1;]00970 Revised July 1,2011 0061 14-2 PAYMENT BOND Page 2 of 2 1 IN WITNESS WHEREOF,the Principal and Surety have each SIGNED and SEALED 2 this instrument by duly authorized agents and officers on this the day of 3 , 20 4 PRINCIPAL: ATTEST: BY: Signature (Principal) Secretary Name and Title Address: Witness as to Principal SURETY: ATTEST: BY: Signature (Surety) Secretary Name and Title Address: Witness as to Surety Telephone Number: 5 6 Note: If signed by an officer of the Surety, there must be on file a certified extract from the 7 bylaws showing that this person has authority to sign such obligation. If Surety's physical 8 address is different from its mailing address, both must be provided. 9 10 The date of the bond shall not be prior to the date the Contract is awarded. 11 END OF SECTION 12 CITY OF FORT WORTH [SycParkSoccerTurj] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Project#100970 Revised July 1,2011 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT OFFICIAL RECORD CITY SECRETARY FT.WORTHY TX CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page Article 1 —Definitions and Terminology.......................................................................................................... 1 1.01 Defined Terms............................................................................................................................... l 1.02 Terminology..................................................................................................................................6 Article2—Preliminary Matters.........................................................................................................................7 2.01 Copies of Documents....................................................................................................................7 2.02 Commencement of Contract Time;Notice to Proceed................................................................7 2.03 Starting the Work..........................................................................................................................8 2.04 Before Starting Construction........................................................................................................8 2.05 Preconstruction Conference..........................................................................................................8 2.06 Public Meeting..............................................................................................................................8 2.07 Initial Acceptance of Schedules....................................................................................................8 Article 3 —Contract Documents: Intent, Amending, Reuse............................................................................8 3.01 Intent..............................................................................................................................................8 3.02 Reference Standards......................................................................................................................9 3.03 Reporting and Resolving Discrepancies.......................................................................................9 3.04 Amending and Supplementing Contract Documents.................................................................10 3.05 Reuse of Documents...................................................................................................................10 3.06 Electronic Data............................................................................................................................l l Article 4—Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions; Reference Points...........................................................................................................11 4.01 Availability of Lands ..................................................................................................................11 4.02 Subsurface and Physical Conditions ..........................................................................................12 4.03 Differing Subsurface or Physical Conditions.............................................................................12 4.04 Underground Facilities ...............................................................................................................13 4.05 Reference Points .........................................................................................................................14 4.06 Hazardous Environmental Condition at Site..............................................................................14 Article5—Bonds and Insurance .....................................................................................................................16 5.01 Licensed Sureties and Insurers ...................................................................................................16 5.02 Performance,Payment, and Maintenance Bonds.......................................................................16 5.03 Certificates of Insurance.............................................................................................................16 5.04 Contractor's Insurance................................................................................................................18 5.05 Acceptance of Bonds and Insurance; Option to Replace........................................................... 19 Article 6— Contractor's Responsibilities........................................................................................................19 6.01 Supervision and Superintendence............................................................................................... 19 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Februaiy2,2016 6.02 Labor; Working Hours................................................................................................................20 6.03 Services, Materials, and Equipment...........................................................................................20 6.04 Project Schedule..........................................................................................................................21 6.05 Substitutes and"Or-Equals".......................................................................................................21 6.06 Concerning Subcontractors, Suppliers, and Others....................................................................24 6.07 Wage Rates..................................................................................................................................25 6.08 Patent Fees and Royalties...........................................................................................................26 6.09 Permits and Utilities....................................................................................................................27 6.10 Laws and Regulations.................................................................................................................27 6.11 Taxes ...........................................................................................................................................28 6.12 Use of Site and Other Areas .......................................................................................................28 6.13 Record Documents......................................................................................................................29 6.14 Safety and Protection..................................................................................................................29 6.15 Safety Representative..................................................................................................................30 6.16 Hazard Communication Programs .............................................................................................30 6.17 Emergencies and/or Rectification...............................................................................................30 6.18 Submittals....................................................................................................................................31 6.19 Continuing the Work...................................................................................................................32 6.20 Contractor's General Warranty and Guarantee..........................................................................32 6.21 Indemnification.........................................................................................................................33 6.22 Delegation of Professional Design Services ..............................................................................34 6.23 Right to Audit..............................................................................................................................34 6.24 Nondiscrimination.......................................................................................................................35 Article 7-Other Work at the Site...................................................................................................................35 7.01 Related Work at Site...................................................................................................................35 7.02 Coordination.......................................................................................................... 36 Article8-City's Responsibilities...................................................................................................................36 8.01 Communications to Contractor...................................................................................................36 8.02 Furnish Data................................................................................................................................36 8.03 Pay When Due ............................................................................................................................36 8.04 Lands and Easements; Reports and Tests...................................................................................36 8.05 Change Orders.............................................................................................................................36 8.06 Inspections, Tests, and Approvals..............................................................................................36 8.07 Limitations on City's Responsibilities .......................................................................................37 8.08 Undisclosed Hazardous Environmental Condition....................................................................37 8.09 Compliance with Safety Program.............................................................. ...............................37 Article 9-City's Observation Status During Construction........................................:..................................37 9.01 City's Project Manager ............................................................................................................37 9.02 Visits to Site................................................................................................................................37 9.03 Authorized Variations in Work..................................................................................................38 9.04 Rejecting Defective Work..........................................................................................................38 9.05 Determinations for Work Performed..........................................................................................38 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work.....................38 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 Article 10-Changes in the Work; Claims;Extra Work................................................................................38 10.01 Authorized Changes in the Work...............................................................................................38 10.02 Unauthorized Changes in the Work...........................................................................................39 10.03 Execution of Change Orders.......................................................................................................39 10.04 Extra Work..................................................................................................................................39 10.05 Notification to Surety..................................................................................................................39 10.06 Contract Claims Process.............................................................................................................40 Article 11 -Cost of the Work;Allowances; Unit Price Work;Plans Quantity Measurement......................41 11.01 Cost of the Work.........................................................................................................................41 11.02 Allowances..................................................................................................................................43 11.03 Unit Price Work..........................................................................................................................44 11.04 Plans Quantity Measurement......................................................................................................45 Article 12-Change of Contract Price; Change of Contract Time.................................................................46 12.01 Change of Contract Price............................................................................................................46 12.02 Change of Contract Time............................................................................................................47 12.03 Delays..........................................................................................................................................47 Article 13-Tests and Inspections; Correction,Removal or Acceptance of Defective Work......................48 13.01 Notice of Defects ........................................................................................................................48 13.02 Access to Work...........................................................................................................................48 13.03 Tests and Inspections..................................................................................................................48 13.04 Uncovering Work........................................................................................................................49 13.05 City May Stop the Work.............................................................................................................49 13.06 Correction or Removal of Defective Work................................................................................50 13.07 Correction Period........................................................................................................................50 13.08 Acceptance of Defective Work...................................................................................................51 13.09 City May Correct Defective Work.............................................................................................51 Article 14-Payments to Contractor and Completion....................................... 14.01 Schedule of Values......................................................................................................................52 14.02 Progress Payments......................................................................................................................52 14.03 Contractor's Warranty of Title...................................................................................................54 14.04 Partial Utilization........................................................................................................................55 14.05 Final Inspection...........................................................................................................................55 14.06 Final Acceptance.........................................................................................................................55 14.07 Final Payment..............................................................................................................................56 14.08 Final Completion Delayed and Partial Retainage Release........................................................56 14.09 Waiver of Claims........................................................................................................................57 Article 15-Suspension of Work and Termination........................................................................................57 15.01 City May Suspend Work.............................................................................................................57 15.02 City May Terminate for Cause...................................................................................................58 15.03 City May Terminate For Convenience.......................................................................................60 Article16-Dispute Resolution......................................................................................................................61 16.01 Methods and Procedures.............................................................................................................61 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 Article17—Miscellaneous..............................................................................................................................62 17.01 Giving Notice..............................................................................................................................62 17.02 Computation of Times................................................................................................................62 17.03 Cumulative Remedies.................................................................................................................62 17.04 Survival of Obligations...............................................................................................................63 17.05 Headings......................................................................................................................................63 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007200-1 GENERAL CONDITIONS Page 1 of 63 ARTICLE 1–DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in these General Conditions 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. Said terms are generally capitalized or written in italics, but not always. 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 which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement—The written instrument which is evidence of the agreement between City and Contractor covering the Work. 3. 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 Documents. 4. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Award–Authorization by the City Council for the City to enter into an Agreement. 6. Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 7. Bidder—The individual or entity who submits a Bid directly to City. 8. Bidding Documents—The Bidding Requirements and the proposed Contract Documents (including all Addenda). 9. Bidding Requirements—The advertisement or Invitation to Bid, Instructions to Bidders, Bid security of acceptable form, if any, and the Bid Form with any supplements. 10. Business Day – A business day is defined as a day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City. 11. Buzzsaw–City's on-line, electronic document management and collaboration system. 12. Calendar Day–A day consisting of 24 hours measured from midnight to the next midnight. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007200-I GENERAL CONDITIONS Page 2 of 63 13. Change Order—A document, which is prepared and approved by the City, which is signed by Contractor and City and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. 14. City— The City of Fort Worth, Texas, a home-rule municipal corporation, authorized and chartered under the Texas State Statutes, acting by its governing body through its City Manager, his designee, or agents authorized under his behalf, each of which is required by Charter to perforin specific duties with responsibility for final enforcement of the contracts involving the City of Fort Worth is by Charter vested in the City Manager and is the entity with whom Contractor has entered into the Agreement and for whom the Work is to be performed. 15. City Attorney – The officially appointed City Attorney of the City of Fort Worth, Texas, or his duly authorized representative. 16. City Council - The duly elected and qualified governing body of the City of Fort Worth, Texas. 17. City Manager – The officially appointed and authorized City Manager of the City of Fort Worth, Texas, or his duly authorized representative. 18. 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. 19. Contract—The entire and integrated written document between the City and Contractor concerning the Work. The Contract contains the Agreement and all Contract Documents and supersedes prior negotiations,representations, or agreements, whether written or oral. 20. Contract Documents—Those items so designated in the Agreement. All items listed in the Agreement are Contract Documents. Approved Submittals, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 21. Contract Price—The moneys payable by City to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 22. Contract Time—The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any and(ii) complete the Work so that it is ready for Final Acceptance. 23. Contractor—The individual or entity with whom City has entered into the Agreement. 24. Cost of the Work—See Paragraph 11.01 of these General Conditions for definition. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February2,2016 007200-1 GENERAL CONDITIONS Page 3 of 63 25. 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. 26. Day or day—A day, unless otherwise defined, shall mean a Calendar Day. 27. Director of Aviation — The officially appointed Director of the Aviation Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 28. Director of Parks and Community Services — The officially appointed Director of the Parks and Community Services Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 29. Director of Planning and Development — The officially appointed Director of the Planning and Development Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 30. Director of Transportation Public Works — The officially appointed Director of the Transportation Public Works Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 31. Director of Water Department— The officially appointed Director of the Water Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 32. Drawings—That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Submittals are not Drawings as so defined. 33. Effective Date of the Agreement—The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 34. Engineer—The licensed professional engineer or engineering firm registered in the State of Texas performing professional services for the City. 35. Extra Work — Additional work made necessary by changes or alterations of the Contract Documents or of quantities or for other reasons for which no prices are provided in the Contract Documents. Extra work shall be part of the Work. 36. Field Order—A written order issued by City which requires changes in the Work but which does not involve a change in the Contract Price, Contract Time, or the intent of the Engineer. Field Orders are paid from Field Order Allowances incorporated into the Contract by funded work type at the time of award. 37. Final Acceptance — The written notice given by the City to the Contractor that the Work specified in the Contract Documents has been completed to the satisfaction of the City. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007200-1 GENERAL CONDITIONS Page 4 of 63 38. Final Inspection – Inspection carried out by the City to verify that the Contractor has completed the Work, and each and every part or appurtenance thereof, fully, entirely, and in conformance with the Contract Docuinents. 39. General Requirements—Sections of Division 1 of the Contract Documents. 40. Hazardous Environmental Condition—The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, or other materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto. 41. Hazardous Waste—Hazardous waste is defined as any solid waste listed as hazardous or possesses one or more hazardous characteristics as defined in the federal waste regulations, as amended from time to time. 42. Laws and Regulations—Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 43. Liens—Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 44. Major Item–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 or $25,000 whichever is less. 45. Milestone—A principal event specified in the Contract Documents relating to an intermediate Contract Time prior to Final Acceptance of the Work. 46. Notice of Award—The written notice by City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, City will sign and deliver the Agreement. 47. Notice to Proceed—A written notice given by City to Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform the Work specified in Contract Documents. 48. PCBs—Polychlorinated biphenyls. 49. 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 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils. 50. Plans–See definition of Drawings. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February2,2016 007200-1 GENERAL CONDITIONS Page 5 of 63 51. Project Schedule—A schedule, prepared and maintained by Contractor, in accordance with the General Requirements, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Time. 52. Project--The Work to be performed under the Contract Documents. 53. Project Manager—The authorized representative of the City who will be assigned to the Site. 54. Public Meeting – An announced meeting conducted by the City to facilitate public participation and to assist the public in gaining an informed view of the Project. 55. Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 56. Regular Working Hours – Hours beginning at 7:00 a.m. and ending at 6:00 p.m., Monday thru Friday(excluding legal holidays). 57:Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 58. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 59. Schedule of Values—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. 60. Site—Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights-of-way, permits, and easements for access thereto, and such other lands furnished by City which are designated for the use of Contractor. 61. Specifications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. Specifications may be specifically made a part of the Contract Documents by attachment or, if not attached, may be incorporated by reference as indicated in the Table of Contents (Division 00 00 00) of each Project. 62. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 6 of 63 63. Submittals—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 64. Successful Bidder—The Bidder submitting the lowest and most responsive Bid to whole City makes an Award. 65. 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. 66. Supplementary Conditions—That part of the Contract Documents which amends or supplements these General Conditions. 67. &Tplier A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 68. Underground Facilities All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to, those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 69. Unit Price Work—See Paragraph 11.03 of these General Conditions for definition. 70. Weekend Working Hours — Hours beginning at 9:00 a.m. and ending at 5:00 p.m., Saturday, Sunday or legal holiday, as approved in advance by the City. 71. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction including any Change Order or Field Order, and famishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 72. Working Day—A working day is defined as a day, not including Saturdays, Sundays, or legal holidays authorized by the City for contract purposes, in which weather or other conditions not under the control of the Contractor will permit the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7 a.m. and 6 p.m. 1.02 Terminology A. The words and terms discussed in Paragraph 1.023 through E are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. Intent of Certain Terms or Adjectives: CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 7 of 63 1. The Contract Documents include the terms "as allowed," "as approved," "as ordered," "as directed" or terms of like effect or import to authorize an exercise of 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 professional judgment, action, or determination will be solely 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 functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). C. Defective: 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents; or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to City's written acceptance. D. Furnish, Install, Perform, Provide: 1. The word "Furnish" or the word "Install" or the word "Perform" or the word "Provide" or the word "Supply," or any combination or similar directive or usage thereof, shall mean furnishing and incorporating in the Work including all necessary labor, materials, equipment, and everything necessary to perform the Work indicated, unless specifically limited in the context used. E. Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2—PRELIMINARY MATTERS 2.01 Copies of Documents City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the Contract Documents, and four (4) additional copies of the Drawings. Additional copies will be furnished upon request at the cost of reproduction. 2.02 Commencement of Contract Time;Notice to Proceed 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 14 days after the Effective Date of the Agreement. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnmiy 2,2016 007200-1 GENERAL CONDITIONS Page 8 of 63 2.03 Starting the Work Contractor shall start to perform the Work on the date when the Contract Time commences to run. No Work shall be done at the Site prior to the date on which the Contract Time commences to run. 2.04 Before Starting Construction Baseline Schedules: Submit in accordance with the Contract Documents, and prior to starting the Work. 2.05 Preconstruction Conference Before any Work at the Site is started, the Contractor shall attend a Preconstruction Conference as specified in the Contract Documents. 2.06 Public Meeting Contractor may not mobilize any equipment, materials or resources to the Site prior to Contractor attending the Public Meeting as scheduled by the City. 2.07 Initial Acceptance of Schedules No progress payment shall be made to Contractor until acceptable schedules are submitted to City in accordance with the Schedule Specification as provided in the Contract Documents. ARTICLE 3—CONTRACT DOCUMENTS: INTENT,AMENDING,REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, docuinentation, 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. Clarifications and interpretations of the Contract Documents shall be issued by City. D. The Specifications may vary in form, format 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 Contractor shall," "in confonnity with," "as shown," or "as specified" are intentional in streamlined 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 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnary2,2016 007200-1 GENERAL CONDITIONS Page 9 of 63 section. The Contractor shall not take advantage of any variation of form, format or style in making Contract 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 the cross referencing is provided in each section or whether or not the cross referencing is complete. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, 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, or code, or any instruction of a Supplier, shall 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 instruction shall be effective to assign to City, or any of its officers, 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 Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein against all applicable field measurements and conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy which 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 During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation , (b) any standard, specification, manual, or code, or (c) 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 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 10 of 63 6.17.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof. B. Resolving Discrepancies: I. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and the provisions of any standard, specification, manual, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents). 2. In case of discrepancies, figured dimensions shall govern over scaled dimensions, Plans shall govern over Specifications, Supplementary Conditions shall govern over General Conditions and Specifications, and quantities shown on the Plans shall govern over those shown in the proposal. 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by a Change Order. 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 or more of the following ways: I. A Field Order; 2. City's review of a Submittal (subject to the provisions of Paragraph 6.18.C); or 3. City's written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier shall not: I. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereon prepared by or bearing the seal of Engineer, including electronic media editions; or 2. reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of City and specific written verification or adaptation by Engineer. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February2,2016 007200-I GENERAL CONDITIONS Page I 1 of 63 B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Electronic Data A. Unless otherwise stated in the Supplementary Conditions, the data furnished by City or Engineer to Contractor, or by Contractor to City or Engineer, that may be relied upon are limited to the printed copies included in the Contract Documents (also known as hard copies) and other Specifications referenced and located on the City's Buzzsaw site. Files in electronic media format of text, data, graphics, or other types are fiunished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. When transferring documents in electronic media format, the transferring party makes no representations as to long tern compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. City shall furnish the Site. City shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. City will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. 1. 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 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 right-of-way, and/or easements. 2. The City has or anticipates removing and/or relocating utilities, and obstructions to the Site. Any outstanding removal or relocation 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 removed, adjusted, and/or relocated by others. B. Upon reasonable written request, 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. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 12 of 63 C. Contractor shall provide for all additional lands and access thereto that may be required for construction facilities or storage of materials and equipment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. those reports known to City of explorations and tests of subsurface conditions at or contiguous to the Site; and 2. those drawings known to City of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities). B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors,members,partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information. 4.03 Differing Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsurface or physical condition that is uncovered or revealed either: 1. is of such a nature as to establish that any "technical data" on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-I GENERAL CONDITIONS Page 13 of 63 then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A),notify City in writing about such condition. B. Possible Price and Time Adjustments Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if: 1. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to City with respect to Contract Price and Contract Time by the submission of a Bid or becoming bound under a negotiated contract; or 2. the existence of such condition could reasonably have been discovered or revealed as a result of the examination of the Contract Documents or the Site; or 3. Contractor failed to give the written notice as required by Paragraph 4.03.A. 4.04 Underground Facilities A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to 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 such information or data provided by others; and 2. the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all such information and data; b. locating all Underground Facilities shown or indicated in the Contract Documents; c. coordination and adjustment of the Work with the owners of such Underground Facilities, including City, during construction; and d. the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or Indicated.- 1. ndicated:1. If an Underground Facility which conflicts with the Work is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February2,2016 007200-1 GENERAL CONDITIONS Page 14 of 63 Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), identify the owner of such Underground Facility and give notice to that owner and to City. City will review the discovered Underground Facility and detennine the extent, if any, to which a change may be required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. Contractor shall be responsible for the safety and protection of such discovered Underground Facility. 2. If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences. 3. Verification of existing utilities, structures, and service lines shall include notification of all utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary. 4.05 Reference Points A. City shall provide engineering surveys to establish reference points for construction, which in City's judgment are necessary to enable Contractor to proceed with the Work. City will provide construction stakes or other customary method of marking to establish line and grades for roadway and utility construction, centerlines and benchmarks for bridgework. Contractor shall protect and preserve.the established reference points and property monuments, and shall make no changes or relocations. Contractor shall report to City whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations. The City shall be responsible for the replacement or relocation of reference points or property monuments not carelessly or willfully destroyed by the Contractor. The Contractor shall notify City in advance and with sufficient time to avoid delays. B. Whenever, in the opinion of the City, any reference point or monument has been carelessly or willfully destroyed, disturbed, or removed by the Contractor or any of his employees, the full cost for replacing such points plus 25% will be charged against the Contractor, and the full amount will be deducted from payment due the Contractor. 4.06 Hazardous Environmental Condition at Site A. Reports and Drawings: The Supplementary Conditions identify those reports and drawings known to City relating to Hazardous Environmental Conditions that have been identified at the Site. B. Limited Reliance by Contractor on Technical Data Authorized.- Contractor may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnlary2,2016 007200-1 GENERAL CONDITIONS Page 15 of 63 construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible. D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall imrmediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.17.A); and (iii) notify City (and promptly thereafter confirm such notice in writing). City may consider the necessity to retain a qualified expert to evaluate such condition or take corrective action, if any. E. Contractor shall not be required to resurme Work in connection with such condition or in any affected area until after City has obtained any required permits related thereto and delivered written notice to Contractor: (i) specifying that such condition and any affected area is or has been rendered suitable for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then City may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. City may have such deleted portion of the Work performed by City's own forces or others. G. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City,from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.G shall obligate Contractor to indemnify any individual or entity f om and against the consequences of that individual's or entity's own negligence. H. The provisions of Paragraphs 4.02,-4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-] GENERAL CONDITIONS Page 16 of 63 ARTICLE 5—BONDS AND INSURANCE 5.01 Licensed Sureties and Insurers All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.02 Performance, Payment, and Maintenance Bonds A. Contractor shall furnish performance and payment bonds, in accordance with Texas Government Code Chapter 2253 or successor statute, each in an amount equal to the Contract Price as security for the faithful perforinance and payment of all of Contractor's obligations under the Contract Docurnents. 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 Final Acceptance by the City. C. All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the list of"Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent or attorney-in-fact must be accompanied by a sealed and dated power of attorney which shall show that it is effective on the date the agent or attorney-in-fact signed each bond. D. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do.business is terminated in the State of Texas or it ceases to meet the requirements of Paragraph 5.02.C, Contractor shall promptly notify City and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01 and 5.02.C. 5.03 Certificates of Insurance Contractor shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by City or any other additional insured) which Contractor is required to purchase and maintain. 1. The certificate of insurance shall document the City, and all identified entities named in the Supplementary Conditions as "Additional Insured" on all liability policies. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnuary2,2016 007200-1 GENERAL CONDITIONS Page 17 of 63 2. The Contractor's general liability insurance shall include a, "per project" or "per location", endorsement, which shall be identified in the certificate of insurance provided to the City. 3. 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 listed in the current A.M. Best Property & Casualty Guide 4. 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 of Risk Management. If the rating is below that required, written approval of City is required. 5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City. In addition, the Contractor agrees to waive all rights of subrogation against the Engineer (if applicable), and each additional insured identified in the Supplementary Conditions 6. 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. 7. 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. 8. Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If coverage is underwritten on a claims-made basis, 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 provided 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. 9. Policies shall have no exclusions by endorsements, which, neither nullify or amend, the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved in writing by the City. In the event a Contract has been bid or executed and the exclusions are detennined to be unacceptable or the City desires additional insurance coverage, and the City desires the contractor/engineer to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 10. Any self-insured retention (SIR), in excess of $25,000.00, affecting required insurance coverage shall be approved by the City in regards to asset value and stockholders' equity. In CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 18 of 63 lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups,must also be approved by City. 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 by the City. 12. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverage's and their limits when deemed necessary and prudent by the City based upon 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 shall be required to 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 and without expense, to receive copies of policies and endorsements thereto and 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. 5.04 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 Contractor's employees. B. Commercial General Liability. Coverage shall include but not be limited to covering liability (bodily injury or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury, and liability under an insured contract. 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 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,20 16 007200-1 GENERAL CONDITIONS Page 19 of 63 insurance or self-insurance programs afforded to the City. The Commercial General Liability policy, shall have no exclusions by endorsements that would alter of nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which 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 no less than three (3) years following the completion of the project (if identified in the Supplementary Conditions). 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 bodily injury or death of any person and or property damage arising out of 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. 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. E. Notification of Policy Cancellation: Contractor shall ni-ninediately 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 days not worked pursuant to this section. 5.05. Acceptance of Bonds and Insurance; Option to Replace 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 5 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. ARTICLE 6—CONTRACTOR'S RESPONSIBILITIES 6.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means,methods,techniques, sequences, and procedures of construction. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 20 of 63 B. At all times during the progress of the Work, Contractor shall assign a competent, English- speaking, Superintendent who shall not be replaced without written notice to City. The Superintendent will be Contractor's representative at the Site and shall have authority to act on behalf of Contractor. All communication given to or received from the Superintendent shall be binding on Contractor. C. Contractor shall notify the City 24 hours prior to moving areas during the sequence of construction. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. B. 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. Contractor will not permit the performance of Work beyond Regular Working Hours or for Weekend Working Hours without City's written consent (which will not be unreasonably withheld). Written request (by letter or electronic communication)to perform Work: 1. for beyond Regular Working Hours request must be made by noon at least two (2) Business Days prior 2. for Weekend Working Hours request must be made by noon of the preceding Thursday 3. for legal holidays request must be )_Wade by noon two Business Days prior to the legal holiday. 6.03 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. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of 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. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 21 of 63 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 with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. 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. 6.04 Project Schedule A. Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.07 and the General Requirements as it may be adjusted fiom time to time as provided below. 1. Contractor shall submit to City for acceptance (to the extent indicated in Paragraph 2.07 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Contractor shall submit to City a monthly Project Schedule with a monthly progress payment for the duration of the Contract in accordance with the schedule specification 013 2 16. 3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Time may only be made by a Change Order. 6.05 Substitutes and "Or-Equals" A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or-equal" item or no substitution is permitted, other items of material or equipment of other Suppliers may be submitted to City for review under the circumstances described below. 1. "Or-Equal" Items.- If in City's sole discretion an item of material or equipment proposed by Contractor is functionally equal to that nalned and sufficiently similar so that no change in related Work will be required, it may be considered by City as an "or-equal" item, in which case review and approval of the proposed item may, in City's sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if. a. the City determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-I GENERAL CONDITIONS Page 22 of 63 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; and 3) it has a proven record of performance and availability of responsive service; and b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the City or increase in Contract Time; and 2) it will conforn substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items: a. If in City's sole discretion an item of material or equipment proposed by Contractor does not qualify as an "or-equal" item under Paragraph 6.05.A.1, it may be submitted as a proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by City from anyone other than Contractor. c. Contractor shall make written application to City for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application shall comply with Section 0125 00 and: 1) shall certify that the proposed substitute item will: a) perform adequately the functions and achieve the results called for by the general design; b) be similar in substance to that specified; c) be suited to the same use as that specified; and 2) will state: a) the extent, if any, to which the use of the proposed substitute item will prejudice Contractor's achievement of final completion on time; b) whether use of the proposed substitute item in the Work will require a change in 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; CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February2,2016 007200-1 GENERAL CONDITIONS Page 23 of 63 c) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; and 3) will identify: a) all variations of the proposed substitute item from that specified; b) available engineering, sales, maintenance, repair, and replacement services; and 4) shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and Damage Claims of other contractors affected by any resulting change. B. Substitute Construction Methods or Procedures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by City. Contractor shall submit sufficient information to allow City, in City's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. Contractor shall make written application to City for review in the same mamzer as those provided in Paragraph 6.05.A.2. C. City's Evaluation: City will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.13. City may require Contractor to furnish additional data about the proposed substitute. City will be the sole judge of acceptability. No "or-equal" or substitute will be ordered, installed or utilized until City's review is complete, which will be evidenced by a Change Order in the case of a substitute and an accepted.Submittal for an"or-equal." City will advise Contractor in writing of its determination. D. Special Guarantee: City may require Contractor t0 furbish at Contractor's expense a special performance guarantee, warranty, or other surety with respect to any substitute. Contractor shall indemnify and hold harmless City and anyone directly or indirectly employed by them ftom and against any and all claims, damages, losses and expenses (including attorneys fees) arising out of the use of substituted materials or equipment. E. City's Cost Reimbursement: City will record City's costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.13. Whether or not City approves a substitute so proposed or submitted by Contractor, Contractor may be required to reimburse City for evaluating each such proposed substitute. Contractor may also be required to 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. F. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute or "or-equal" at Contractor's expense. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febma y2,2016 00 72 00-I GENERAL CONDITIONS Page 24 of 63 G. City Substitute Reimbursement: Costs (savings or charges) attributable to acceptance of a substitute shall be incorporated to the Contract by Change Order. H. Time Extensions: No additional time will be granted for substitutions. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall perforin with his own organization, work of a value not less than 35% of the value embraced on the Contract, unless otherwise approved by the City. B. 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 perforin any of the Work against whom Contractor has reasonable objection (excluding those acceptable to City as indicated in Paragraph 6.06.C). C. The City may from time to time require the use Of certain Subcontractors, Suppliers, or other individuals or entities on the project, and will provide such requirements in the Supplementary Conditions. D. Minorio) Business Enterprise Compliance: It is City policy to ensure the full and equitable participation by Minority Business Enterprises (MBE) in the procurement of goods and services on a contractual basis. If the Contract Documents provide for a MBE goal, Contractor is required to comply with the intent of the City's MBE Ordinance (as amended)by the following: 1. Contractor shall, upon request by City, provide complete and accurate information regarding actual work performed by a MBE on the Contract and payment therefor. 2. Contractor will not make additions, deletions, or substitutions of accepted MBE without written consent of the City. Any unjustified change or deletion shall be a material breach of Contract and may result in debannent in accordance with the procedures outlined in the Ordinance. 3. Contractor shall, upon request by City, allow an audit and/or examination of any books, records, or files in the possession of the Contractor that will substantiate the actual work performed by an MBE. Material misrepresentation of any nature will be grounds for termination of the Contract in accordance with Paragraph 15.02.A. Any such misrepresentation may be grounds for disqualification of Contractor to bid on future contracts with the City for a period of not less than three years. E. 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 just as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract Documents: CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-I GENERAL CONDITIONS Page 25 of 63 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. F. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. G. All Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work shall communicate with City through Contractor. H. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of City. 6.07 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 Fort Worth to be the prevailing wage rates in accordance with Chapter 2258. Such prevailing wage rates are included in these Contract Docuinents. B. 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 its administrative costs,pursuant to Texas Government Code 2258.023. C. Complaints of Violations and City Determination of Good Cause. On receipt of information, including a complaint by a worker, concerting an alleged violation of 2258.023, Texas Government Code, by a Contractor or Subcontractor, the City shall make an initial determination, before the 31 st 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 deteir=' ation that there is good cause to believe the Contractor or Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the prevailing wage rates, such amounts being subtracted from successive progress payments pending a final determination of the violation. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary 2,2016 007200-I GENERAL CONDITIONS Page 26 of 63 D. Arbitration Required if Violation Not Resolved. An issue relating to an alleged violation of Section 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 C above. If the persons required to arbitrate under this section do not agree on an arbitrator before the 11th day after the date that arbitration is required, a district court shall appoint an arbitrator on the petition 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. E. Records to be Maintained. The Contractor and each Subcontractor shall, for a period of three (3) years following the date of acceptance of the work, 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 open at all reasonable hours for inspection by the City. The provisions of Paragraph 6.23, Right to Audit, shall pertain to this inspection. F. Progress Payments. With each progress payment 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. G. Posting of Wage Rates. The Contractor shall post prevailing wage rates in a conspicuous place 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 A through G above. 6.08 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the 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 a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by City in the Contract Documents. Failure of the City to disclose such information does not relieve the Contractor from its obligations to pay for the use of said fees or royalties to others. B. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City,fi°om and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting-from CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 27 of 63 the incorporation in the Work of any invention, design, process,product, or device not specified in the Contract Documents. 6.09 Permits and Utilities A. Contractor obtained permits and licenses. Contractor shall obtain and pay for all construction permits and licenses except those provided for in the Supplementary Conditions or Contract Documents. City shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement, except for permits provided by the City as specified in 6.09.13. City shall pay all charges of utility owners for connections for providing permanent service to the Work. B. City obtained permits and licenses. City will obtain and pay for all permits and licenses as provided for in the Supplementary Conditions or Contract Documents. It will be the Contractor's responsibility to 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. The City will not reimburse the Contractor for any cost associated with these requirements of any City acquired permit. The following are permits the City will obtain if required: 1. Texas Department of Transportation Permits 2. U.S.Army Corps of Engineers Permits 3. Texas Commission on Enviromnental Quality Penmits 4. Railroad Company Permits C. Outstanding permits and licenses. The City anticipates acquisition of and/or access to 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. 6.10 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, the City shall not be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 28 of 63 court or arbitration or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be Contractor's responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.02. C. Changes in Laws or Regulations not known at the time of opening of Bids 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. 6.11 Taxes A. On a contract awarded by the City, an organization which qualifies for exemption pursuant to Texas Tax Code, Subchapter H, Sections 151.301-335 (as amended), the Contractor may purchase, rent or lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to his supplier an exemption certificate in lieu of the tax, said exemption certificate to comply with State Comptroller's Ruling .007. Any such exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall comply with the provision of State Comptroller's Ruling .011, and any other applicable rulings pertaining to the Texas Tax Code, Subchapter H. B. Texas Tax permits and information may be obtained from: 1. Comptroller of Public Accounts Sales Tax Division Capitol Station Austin, TX 78711; or 2. http://www.v indow.state.tx.us/taxinfo/taxfonns/93-fonns.htnzl 6.12 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas.- 1. reas:1. Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assuine full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. 2. At any time when, in the judgment of the City, the Contractor has obstructed or 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 finish the section on which operations are in progress before work is commenced on any additional area of the Site. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febivary2,2016 007200-I GENERAL CONDITIONS Page 29 of 63 3. Should any Damage Claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim. 4. Pursuant to Paragraph 6.21, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against City. B. Removal of Debris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Site Maintenance Cleaning: 24 hours after written notice is given to the Contractor that the clean-up on the job site is proceeding in a mariner unsatisfactory to the City, if the Contractor fails to correct the unsatisfactory procedure, 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 (by letter or electronic communication), and the costs of such direct action, plus 25 % of such costs, shall be deducted from the monies due or to become due to the Contractor. 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 or adjacent property owner. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition or better all property disturbed by the Work. E. Loading Structures: Contractor shall not load nor pen-nit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.13 Record Documents A. Contractor shall maintain in a safe place at the Site or in a place designated by the Contractor and approved by the City, one (1) record copy of all Drawings, Specifications, Addenda, Change Orders, Field Orders, and written interpretations and clarifications in good order and annotated to show changes made during construction. These record docuinents together with all approved Samples and a counterpart of all accepted Submittals will be available to City for reference. Upon completion of the Work, these record documents, any operation and maintenance manuals, and Submittals will be delivered to City prior to Final Inspection. Contractor shall include accurate locations for buried and imbedded items. 6.14 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and prograins in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnary2,2016 00700-i GENERAL CONDITIONS Page 30 of 63 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 storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal,relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect thein, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. Contractor shall comply with the applicable requirements of City's safety programs, if any. D. Contractor shall inform City of the specific requirements of Contractor's safety program, if any, with which City's employees and representatives must comply while at the Site. E. All damage, injury, or loss to any property referred to in Paragraph 6.14.A.2 or 6.14.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor. F. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and City has accepted the Work. 6.15 Safety Representative Contractor shall inform City in writing of Contractor's designated safety representative at the Site. 6.16 Hazard Communication Programs Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers in accordance with Laws or Regulations. 6.17 Emergencies andlor Rectification A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give City prompt written notice if Contractor believes that any significant CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007200-1 GENERAL CONDITIONS Page 31 of 63 changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If City determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, 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 positive steps to fulfill this written request, or does not show just cause for not taking the proper action, within 24 hours, the City may take such remedial action with City forces or by contract. The City shall deduct an amount equal to the entire costs 'for such remedial action, plus 25%, from any funds due or become due the Contractor on the Project. 6.18 Submittals A. Contractor shall submit required Submittals to City for review and acceptance in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as City may require. 1. Submit number of copies specified in the General Requirements. 2. Data shown on the Submittals will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show 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 6.18.C. 3. Submittals submitted as herein provided by Contractor and reviewed by City for conformance with the design concept shall be executed in conformity with the Contract Documents unless otherwise required by City. 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 review or take responsive action may be so identified in the Contract Documents. 6. Submit required number of Samples specified in the Specifications. 7. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as City may require to enable City to review the submittal for the limited purposes required by Paragraph 6.18.C. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary 2,2016 007200-I GENERAL CONDITIONS Page 32 of 63 B. 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 expense and responsibility of Contractor. C. City's Review: 1. City will provide timely review of required Submittals in accordance with the Schedule of Submittals acceptable to City. City's review and acceptance will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. 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. The review and acceptance of a separate item as such will not indicate approval of the assembly in which the item functions. 3. City's review and acceptance shall 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 and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal. City's review and acceptance shall not relieve Contractor from responsibility for complying with the requirements of the Contract Documents. 6.19 Continuing the Work 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. 6.20 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, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons Other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 00 72 00-i GENERAL CONDITIONS Page 33 of 63 2. normal wear and tear under normal usage. C. Contractor's obligation to perforin and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by City; 2. recommendation or payment by City of any progress or final payment; 3. the issuance of a certificate of Final Acceptance by City or any payment related thereto by City; 4. 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 approval 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 Final Acceptance of the Work unless a longer period is specified and shall furnish a good and sufficient maintenance bond, complying with the requirements of Article 5.02.13. The City will give notice of observed defects with reasonable promptness. 6.21 Indemnification A. Contractor covenants and agrees to indemnify, hold harmless and defend, at its own expense, the City, its officers, servants and employees, from and against any and all claims arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licenses or invitees under this Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. This indemnity provision is intended to include, without limitation, indemnity for costs, expenses and legal fees incurred by the City in defending against such claims and causes of actions. B. Contractor covenants and agrees to indemnify and hold harmless, at its own expense, the City, its officers, servants and employees, from and against any and all loss, damage or destruction of property of the City, arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licensees or invitees under this Contract. THIS INDEMNIFICATION PROVISION IS CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February2,2016 007200-1 GENERAL CONDITIONS Page 34 of 63 SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. 6.22 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. 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. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, and Submittals prepared by such professional. Submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to City. C. City shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided City has specified to Contractor perforinance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 6.22, City's review and acceptance of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. City's review and acceptance of Submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.18.C. 6.23 Right to Audit A. The Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Contract, have access to and the right to examine and photocopy any directly pertinent books, docurments, papers, and records of the Contractor involving transactions relating to this Contract. Contractor agrees that the City shall have access during Regular Working Hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Paragraph. The City shall give Contractor reasonable advance notice of intended audits. B. Contractor firrther agrees to include in all its subcontracts hereunder- a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under this Contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers, and records of such Subcontractor, involving transactions to the subcontract, and farther, that City shall have access during Regular Working Hours to all CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnny2,2016 007200-1 GENERAL CONDITIONS Pale 35 of 63 Subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Paragraph. The City shall give Subcontractor reasonable advance notice of intended audits. C. Contractor and Subcontractor agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Contractor for the cost of the copies as follows at the rate published in the Texas Administrative Code in effect as of the time copying is performed. 6.24 Nondiscrimination A. The City is responsible for operating Public Transportation Programs and implementing transit- related projects, which are 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 origin. B. Title VT, Civil Rights Act of 1964 as amended: Contractor shall comply with the requirements of the Act and the Regulations as further defined in the Supplementary Conditions for any project receiving Federal assistance. ARTICLE 7—OTHER WORD AT THE SITE 7.01 Related Work at Site A. City may perform other work related to the Project at the Site with City's employees, or other City contractors, or through other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then written notice thereof will be given to Contractor prior to starting any such other work; and B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner, and City, if City is performing other work with City's employees or other City contractors, proper and safe access to the Site, provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work, and properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly corulect 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. C. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to 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 in the work provided by others. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnim y2,2016 007200-1 GENERAL CONDITIONS Page 36 of 63 7.02 Coordination A. If City intends to contract with others for the perfonnance of other work on the Project at the Site, the following will be set forth in Supplementary Conditions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for such coordination. ARTICLE 8—CITY'S RESPONSIBILITIES 8.01 Communications to Contractor Except as otherwise provided in the Supplementary Conditions, City shall issue all communications to Contractor. 8.02 Furnish Data City shall timely furnish the data required under the Contract Documents. 8.03 Pay When Due City shall make payments to Contractor in accordance with Article 14. 8.04 Lands and Easements; Reports and Tests City's duties with respect to providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to City's identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions 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. 8.05 Change Orders City shall execute Change Orders in accordance with Paragraph 10.03. 8.06 Inspections, Tests, and Approvals City's responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febniary2,2016 007200-1 GENERAL CONDITIONS Page 37 of 63 8.07 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 comply with 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 Contract Docurnents. B. City will notify the Contractor of applicable safety plans pursuant to Paragraph 6.14. 8.08 Undisclosed Hazardous Environmental Condition City's responsibility with respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 4.06. 8.09 Compliance with Safety Program 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 inforined pursuant to Paragraph 6.14. ARTICLE 9—CITY'S OBSERVATION STATUS DURING CONSTRUCTION 9.01 City's Project Manager City will provide one or more Project Manager(s) during the construction period. The duties and responsibilities and the limitations of authority of City's Project Manager during construction are set forth in the Contract Docnuments. The City's Project Manager for this Contract is < insert name here >, or his/her successor pursuant to written notification from the Director of < insert managing deparhnent here>. 9.02 Visits to Site A. City's Project Manager 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's Project Manager will determine, in general, if the Work is proceeding in accordance with the Contract Docuinents. City's Project Manager, will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. City's Project Manager'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 Project Manager's visits and observations are subject to all the limitations on authority and responsibility in the Contract Documents including those set forth in Paragraph 8.07. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 38 of 63 9.03 Authorized Variations in Work City's Project Manager may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on City and also on Contractor,who shall perform the Work involved promptly. 9.04 Rejecting Defective Work City will have authority to reject Work which City's Project Manager believes to be defective, or will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing of the Work as provided in Article 13, whether or not the Work is fabricated, installed, or completed. 9.05 Determinations for Work Performed Contractor will determine the actual quantities and classifications of Work performed. City's Project Manager will review with Contractor the preliminary determinations on such matters before rendering a written recornmendation. City's written decision will be final (except as modified to reflect changed factual conditions or more accurate data). 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. City will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. B. City will render a written decision on any issue referred. C. City's written decision on the issue referred will be final and binding on the Contractor, subject to the provisions of Paragraph 10.06. ARTICLE 10—CHANGES IN THE WORK; CLAIMS; EXTRA WORK 10.01 Authorized Changes in the 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 promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memorialized 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 the City. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:FebnimyZ2016 007200-1 GENERAL CONDITIONS Page 39 of 63 10.02 Unauthorized Changes in the Work 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 provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.17. 10.03 Execution of Change Orders A. City and Contractor shall execute appropriate Change Orders covering: 1. changes in the Work which are: (i) ordered by City pursuant to Paragraph 10.0 LA, (ii) required because of acceptance of defective Work under Paragraph 13.08 or City's correction of defective Work under Paragraph 13.09, or(iii) agreed to by the parties; 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 perforined. 10.04 Extra Work A. Should a difference arise as to what does or does not constitute Extra Work, or as to the payment thereof, and the City insists upon its performance, the Contractor shall proceed with the work after making written request for written orders and shall keep accurate account of the actual reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to Paragraph 10.06. B. The Contractor shall furnish the City such installation records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a collected set of plans showing the actual installation. C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be a full, complete and final payment for all costs Contractor incurs as a result or relating to the change or Extra Work, whether said costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the change or Extra Work. 10.05 Notification to Surety 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. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 40 of 63 10.06 Contract Claims Process A. City's Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.09, 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 Contract Claims. B. Notice.- 1. otice: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. The responsibility to substantiate a Contract Claim shall rest with the party making the Contract Clainn. 2. Notice of the amount or extent of the Contract Claim,with supporting data shall be delivered to the City on or before 45 days from the start of the event giving rise thereto (unless the City allows additional time for Contractor to submit additional or more accurate data in support of such Contract Claim), 3. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01. 4. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02. 5. 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 entitled as a result of said event. 6. The City shall submit any response to the Contractor within 30 days after receipt of the claimant's last subnnittal (unless Contract allows additional time). C. City's Action: City will review each Contract Claim and, within 30 days after receipt of the last submittal of the Contractor, if any,take one of the following actions in writing: 1. deny the Contract Claim in whole or in part; 2. approve the Contract Claim; or 3. 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. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febcnary2,2016 007200-1 GENERAL CONDITIONS Page 41 of 63 D. City's written action under Paragraph 10.06.0 will be final and binding, unless City or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. E. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not submitted in accordance with this Paragraph 10.06. ARTICLE 11 —COST OF THE WORD; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.B, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work. Such costs shall not include any of the costs itemized in Paragraph 11.0 LB, and shall include but not be limited to the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance Of the Work under schedules of job classifications agreed upon by City and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall.be apportioned on the basis of their time spent on the Work. Payroll costs shall include; a. salaries with a 55%markup, or b. salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of Regular Working Hours, Weekend Working Hours, or legal holidays, 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 in connection 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 by City, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the teens of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 42 of 63 4. 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 and Contractor and shall deliver such bids to City, who 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 the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 11.01. 5. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 6. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the perforinance 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 not covered under Paragraph 6.11, as imposed by Laws and Regulations. d. Deposits lost for causes other than negligence o� 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 from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of City. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's fee. £ The cost of utilities, fuel, and sanitary facilities at the Site. g. Minor expenses such as telegrams, long distance telephone calls, telephone and communication services at the Site, express and courier services, and similar petty cash items in connection with the Work. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-] GENERAL CONDITIONS Page 43 of 63 h. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety 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 upon schedule of job classifications referred to in Paragraph 11.01.A.I or specifically covered by Paragraph 11.0I.A.4, all of which 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 at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind. C. Contractor's Fee: When all the Work is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order for an adjustment in Contract Price is deternuned on the basis of Cost of the Work, Contractor's fee shall be determined as set forth in Paragraph 12.01.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.01.A and 11.01.13, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to City an itemized cost breakdown together with supporting data. 11.02 Allowances A. Specified Allowance: It is understood that Contractor has included in the Contract Price all allowances so narned in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to City. B. Pre-bid Allowances: 1. Contractor agrees that: CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007200-I GENERAL CONDITIONS Page 44 of 63 a. the pre-bid allowances include the cost to Contractor of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the pre-bid allowances have been included in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of City. D. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.03 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 times the estimated quantity of each item as indicated in the Agreement. B. 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 of the actual quantities and classifications of Unit Price Work perfonned by Contractor will be made by City subject to the provisions of Paragraph 9.05. 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. City may make an adjustment in the Contract Price in accordance with Paragraph 12.01 if. 1. the quantity of any item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjustment with respect to any other item of Work. E. Increased or Decreased Quantities: The City reserves the right to order Extra Work in accordance with Paragraph 10.01. 1. If the changes in quantities or the alterations do not significantly change the character of work under the Contract Documents, the altered work will be paid for at the Contract unit price. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmaiy2,2016 007200-1 GENERAL CONDITIONS Page 45 of 63 2. If the changes in quantities or alterations significantly change the character of work, the Contract will be amended by a Change Order. 3. If no unit prices exist, this will be considered Extra Work and the Contract will be amended by a Change Order in accordance with Article 12. 4. A significant change in the character of work occurs when: a. the character of work for any Item as altered differs materially 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 may request an adjustment to the unit price. 11.04 Plans Quantity Measurement A. Plans quantities may or may not represent the exact quantity of work performed or material moved, handled, or placed during the execution of the Contract. The estimated bid quantities are designated as final payment quantities, unless revised by the governing Section or this Article. B. If the quantity measured as outlined under "Price and Payment Procedures" varies by more than 25% (or as stipulated 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 10. C. When quantities are revised by a change in design approved by the City, by Change Order, or to correct an error, or to correct an error on the plans, the plans quantity will be increased or decreased by the amount involved in the change, and the 25% variance will apply to the new plans quantity. D. 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 plans quantity. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007200-1 GENERAL CONDITIONS Page 46 of 63 E. For callout work or non-site specific Contracts, the plans quantity measurement requirements are not applicable. ARTICLE 12— CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIME 12.01 Change of Contract Price A. The Contract Price may only be changed by a Change Order. B. 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, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum or unit price (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.01.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 agreement to a lump sure or unit price is not reached under Paragraph 12.01.13.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 12.01.C). C. Contractor's Fee: The Contractor's additional fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 11.01.A.1, 11.01.A.2. and 11.01.A.3, the Contractor's additional fee shall be 15 percent except for: 1) rental fees for Contractor's ow11 equipment using standard rental rates; 2) bonds and insurance; b. for costs incurred under Paragraph 11.01.A.4 and 11.0l.A.5, the Contractor's fee shall be five percent(5%); 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 12.01.C.2.a and 12.0l.C.2.b is that the Subcontractor who actually perfonns the Work, at whatever CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febniary2,2016 007200-1 GENERAL CONDITIONS Page 47 of 63 tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.01.A.1 and 11.0l.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent (5%) of the amount paid to the next lower tier Subcontractor, however in no case shall the cumulative total of fees paid be in excess of 25%; c. no fee shall be payable on the basis of costs itemized under Paragraphs 11.0I.A.6, and 11.01.13; d. the amount of credit to be allowed by Contractor to City for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent (5%) of such net decrease. 12.02 Change of Cont?-act Time A. The Contract Time may only be changed by a Change Order. B. No extension of the Contract Time will be allowed 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. 12.03 Delays A. Where Contractor is reasonably delayed in the performance or completion of any part of the Work within the Contract Time due to delay beyond the control of Contractor, the Contract Time may be extended in an amount equal to the time lost due to such delay if a Contract Claim is made therefor. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by City, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph. B. If Contractor is delayed, City shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. C. Contractor shall not be entitled to an adjustment in Contract Price or Contract Time for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. D. The Contractor shall receive no compensation for delays or hindrances to the Work, except when direct and unavoidable extra cost to the Contractor is caused by the failure of the City to provide information or material, if any, which is to be famished by the City. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnmiy2,2016 007200-1 GENERAL CONDITIONS Page 48 of 63 ARTICLE 13—TESTS AND INSPECTIONS; CORRECTION,REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects Notice of all defective Work of which City has actual knowledge will be given to Contractor. Defective Work may be rejected, collected, or accepted as provided in this Article 13. 13.02 Access to Work City, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide thele proper and safe conditions for such access and advise them of Contractor's safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. Contractor shall give City timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. If Contract Documents, Laws or Regulations of any public body having jurisdiction require any of the Work (or part-thereof) to be inspected, tested, or approved, Contractor shall assume full responsibility for arranging and obtaining such independent inspections, tests, retests or approvals, pay all costs in connection therewith, and furnish City the required certificates of inspection or approval; excepting, however, those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall be paid as described in the Supplementary Conditions. C. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, re-tests, or approvals required for City's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections, tests, re-tests, or approvals shall be performed by organizations acceptable to City. D. 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. 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 all retests. Contractor's cancellation without cause of City initiated Testing shall be deemed a negative result and require a retest. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007200-1 GENERAL CONDITIONS Page 49 of 63 3. Any amounts owed for any retest under this Section 13.03 D shall be paid directly to the Testing Lab by Contractor. City will forward all invoices for retests to Contractor. 4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the Testing Lab is paid. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of City, Contractor shall, if requested by City, uncover such Work for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor's expense. G. Contractor shall have the right to make a Contract Claim regarding any retest or invoice issued under Section 13.03 D. 13.04 Uncovering Work A. If any Work is covered contrary t0 the Contract Documents or specific instructions by the City, it must, if requested by City, be uncovered for City's observation and replaced at Contractor's expense. B. If City considers it necessary or advisable that covered Work be observed by City or inspected or tested by others, 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, furnishing all necessary labor, material, and equipment. 1. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); or City shall be entitled to accept defective Work in accordance with Paragraph 13.08 in which case Contractor shall still be responsible for all costs associated with exposing, observing, and testing the defective Work. 2. If the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection,testing, replacement, and reconstruction. 13.05 City May Stop the Work If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perforin the Work in such a way that the completed Work will conform to the Contract Documents, City may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of City to stop the Work shall not give rise to any duty on the part of City to exercise this right for the benefit of Contractor, any CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febniary2,2016 007200-1 GENERAL CONDITIONS Page 50 of 63 Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of written notice, Contractor shall correct all defective Work pursuant to an acceptable schedule, whether or not fabricated, installed, or completed, or, if the Work has been rejected by City, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, additional testing, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). Failure to require the removal of any defective Work shall not constitute acceptance of such Work. B. When correcting defective Work under the teens of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair City's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within two (2) years after the date of Final Acceptance (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents), any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor's use by City or pennitted by Laws and Regulations as contemplated in Paragraph 6.10.A is found to be defective, Contractor shall promptly, without cost to City and in accordance with City's written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by City, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of 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. 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 other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnuary2,2016 007200-1 GENERAL CONDITIONS Page 51 of 63 C. 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 run from an earlier date if so provided in the Contract Documents. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work may be required to be extended for an additional period of one year after the end of the initial correction period. City shall provide 30 days written notice to Contractor should such additional warranty coverage be required. Contractor may dispute this requirement by filing a Contract Claim,pursuant to Paragraph 10.06. E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a waiver of,the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work 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 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 Work so accepted. 13.09 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 rejected Work as required by City in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, City may, after seven(7)days written notice to Contractor, correct, or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, City shall proceed expeditiously. 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 incorporated in the Work, stored at the Site or for which City has paid Contractor but which are stored elsewhere. Contractor shall allow City, City's representatives, agents, consultants, employees, and City's other contractors, access to the Site to enable City to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febnimy2,2016 007200-] GENERAL CONDITIONS Page 52 of 63 costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and City shall be entitled to an appropriate decrease in the Contract Price. 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 of City's rights and remedies under this Paragraph 13.09. ARTICLE 14—PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values The Schedule of Values for lump sure contracts established as provided in Paragraph 2.07 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to City. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments: 1. Contractor is responsible for providing all information as required to become a vendor of the City. 2. At least 20 days before the date established in the General Requirements for each progress payment, Contractor shall submit to City for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. 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 shall also be accompanied by a bill of sale, invoice, or other documentation warranting that City has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate 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 shall include an affidavit of Contractor stating that previous progress payments received on account of the Work have been applied on account 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 the Contract Documents. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 53 of 63 B. Review of Applications: 1. City will, after receipt of each Application for Payment, either indicate in writing a recommendation of payment or return the Application to Contractor 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 to the best of City's knowledge: a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Work performed under Paragraph 9.05, and any other qualifications stated in the recommendation). 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 beyond the responsibilities specifically assigned to City in the Contract Documents; or b. there may not be 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 the whole or any part of any payment because of subsequently discovered evidence or the results of subsequent inspections or tests, and revise or revoke any such payment previously made, to such extent as may be necessary to protect City fiom loss because: a. the Work is defective, or the completed Work has been damaged by the Contractor or his subcontractors,requiring correction or replacement; b. discrepancies in quantities contained in previous applications for payment; c. the Contract Price has been reduced by Change Orders; d. City has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febraary2,2016 007200-1 GENERAL CONDITIONS Page 54 of 63 c. City has actual knowledge of the occurrence of.any of the events enumerated in Paragraph 15.02.A. C. Retainage.- 1. etainage:1. For contracts less than $400,000 at the time of execution, retainage shall be ten percent (10%). 2. For contracts greater than $400,000 at the time of execution, retainage shall be five percent (5%). D. Liquidated Damages. 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 deducted from the monies due the Contractor, not as a penalty, but as liquidated damages suffered by the City. E. Payment: Contractor will be paid pursuant to the requirements of this Article 14 and payment will become due in accordance with the Contract Documents. F. Reduction in Payment.- 1. City may refuse to make payment of the amount requested because: a. 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; b. there are other items entitling City to a set-off against the amount recommended; or c. City has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.4.a through 14.02.B.4.e or Paragraph 15.02.A. 2. If City refuses to make payment of the amount requested, City will give Contractor written notice stating the reasons for such action and 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, when Contractor remedies the reasons for such action. 14.03 Conti-actor's Warranty of Title 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 fee and clear of all Liens. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 007200-1 GENERAL CONDITIONS Page 55 of 63 14.04 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 writing to permit City to use or occupy any such part of the Work which City determines to be ready for its intended use, subject to the following conditions: 1. Contractor at any time may notify City in writing 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 14.05.A.1, City and Contractor shall make an inspection of that part of the Work to detennine 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 will not constitute Final Acceptance by City. 14.05 Final Inspection A. Upon written notice from Contractor that the entire Work is complete in accordance with the Contract Documents: 1. within 10 days, City will schedule a Final Inspection with Contractor. 2. City will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. B. No time charge will be made against the Contractor between said date of notification of the City and the date of Final Inspection. Should the City determine that the Work is not ready for Final Inspection, City will notify the Contractor in writing of the reasons and Contract Time will resume. 14.06 Final Acceptance Upon completion by Contractor to City's satisfaction, of any additional Work identified in the Final Inspection, City will issue to Contractor a letter of Final Acceptance. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007200-] GENERAL CONDITIONS Page 56 of 63 14.07 Final Payment A. Application for Payment.• 1. Upon Final Acceptance, and in the opinion of City, Contractor may make an application for final payment following the procedure for progress payments in accordance with the Contract Documents. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.03; b. consent of the surety, if any,to final payment; c. a list of all pending or released Damage Claims against City that Contractor believes are unsettled; and d. affidavits of payments and complete and legally effective releases or waivers (satisfactory to City) of all Lien rights arising out of or Liens filed in connection with the Work. B. Payment Becomes Due: 1. After City's acceptance of the Application for Payment and accompanying documentation, requested by Contractor, less previous payments made and any sum City is entitled, including but not limited to liquidated damages, will become due and payable. 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. 3. The making of the final payment by the City shall not relieve the Contractor of any guarantees or other requirements of the Contract Documents which specifically continue thereafter. 14.08 Final Completion Delayed and Partial Retainage Release A. 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 tenninating 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 14.02.C, and if bonds have been furnished as required in Paragraph 5.02, the written consent of the surety to the payment of the balance due for that CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febniary2,2016 007200-1 GENERAL CONDITIONS Page 57 of 63 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 Contract Claims. B. Partial Retainage Release. For a Contract that provides for a separate vegetative establishment and maintenance, and 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 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. 14.09 Waiver of Claims The acceptance of final payment will constitute a release of the City from all claims or liabilities under the Contract for anything done or furnished or relating to the work under the Contract Documents or any act or neglect of City related to or connected with the Contract. 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 and which may fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. During temporary suspension of the Work covered by these Contract Documents, for any reason, the City will make no extra payment for stand-by time of construction equipment and/or construction crews. 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, and he shall take every precaution to prevent damage or deterioration of the work performed;he shall provide suitable drainage about the work, and erect temporary structures where necessary. D. Contractor may be reimbursed for the cost of moving his 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 will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febivary2,2016 007200-1 GENERAL CONDITIONS Page 58 of 63 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, failure to adhere to the Project Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04, or failure to adhere to the City's Business Diversity Enterprise Ordinance #20020-12-2011 established under Paragraph 6.06.D); 2. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor's repeated disregard of the authority of City; or 4. Contractor's violation in any substantial way of any provisions of the Contract Documents; or 5. 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 6. 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 7. Substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise financially unable to carry on the Work satisfactorily; or 8. Contractor commences legal action in a court of competent jurisdiction against the City. B. If one or more of the events identified in Paragraph 15.02A. occur, 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. Conference shall be held not later than 15 days, after receipt of notice. I. If the City,the Contractor, and the Surety do not agree to allow the Contractor to proceed to perform the construction 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 the Contract. Contractor default shall not be declared earlier than 20 days after the Contractor and Surety have received notice of 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 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmazy2,2016 007200-1 GENERAL CONDITIONS Page 59 of 63 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 incorporated into the Work stored at the Site or for which City has paid Contractor or Surety but which are stored elsewhere, and finish 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 finished. If the unpaid balance of the Contract Price exceeds all claims, costs, losses and damages sustained by City arising out of or resulting from completing the Work, such excess will be paid to Contractor. If such claims, costs, losses and damages exceed such unpaid balance, Contractor shall pay the difference to 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, City shall not be required to obtain the lowest price for the Work performed. 4. Neither City, nor any of its respective consultants, agents, officers, 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. 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 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 prescribed by law. C. Notwithstanding Paragraphs 15.02.13, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. 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. Any retention or payment of moneys 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 5.02,the termination procedures of that bond shall not supersede the provisions of this Article. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Feb iwy2,2016 007200-1 GENERAL CONDITIONS Page 60 of 63 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. Any termination shall be effected by mailing a 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. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Postal Service Mail by the City. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the City regarding such discretionary action. B. After receipt of a notice of termination, and except as otherwise directed by the City, the Contractor shall: 1. Stop work under the Contract on the date and to the extent specified in the notice of termination; 2. 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; 3. terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination; 4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City: a. 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 b. the completed, or partially completed plans, drawings, information and other property which, if the Contract had been completed, would have been required to be furnished to the 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 its contract which is in the possession of the Contractor and in which the owner has or may acquire the rest. C. At a time not later than 30 days after the tennination 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, exclusive of items the disposition of which has been directed or authorized by City. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 00 72 00-1 GENERAL CONDITIONS Page 61 of 63 D. Not later than 15 days thereafter, the City shall accept title to such items provided, that the list submitted shall be subject to verification by the City upon removal of the items or, if the items are stored, within 45,days from the date of submission of the list, and any necessary adjustments to correct the list as submitted, shall be made prior to final settlement. E. Not later than 60 days after the notice of termination, the Contractor shall submit his termination claim to the City in the form and with the certification prescribed by the City. Unless an extension is made in writing within such 60 day period by the Contractor, and granted by the City, any and all such claims shall be conclusively deemed waived. F. In such case, Contractor shall be paid for(without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable suins for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and famishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable suns for overhead and profit on such expenses; and 3. reasonable expenses directly attributable to termination. 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, on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. ARTICLE 16—DISPUTE RESOLUTION 16.01 Methods and Procedures A. Either City or Contractor may request mediation of any Contract Claim submitted for a decision under Paragraph 10.06 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 10.06.E. B. City and Contractor shall participate in the mediation process in good faith. The process shall be commenced within 60 days of filing of the request. C. If the Contract Claim is not resolved by mediation, City's action under Paragraph 10.06.0 or a denial pursuant to Paragraphs 10.06.C.3 or 10.06.1) shall become final and binding 30 days after termination of the mediation unless,within that time period, City or Contractor: CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 00 72 00-1 GENERAL CONDITIONS Page 62 of 63 1. elects in writing to invoke any other dispute resolution process provided for in the Supplementary Conditions; or 2. 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. ARTICLE 17—MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. B. Business address changes must be promptly made in writing to the other party. C. Whenever the Contract Documents specifies giving notice by electronic means such electronic notice shall be deemed sufficient upon confirination of receipt by the receiving party. 17.02 Computation of Times When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday the next Working Day shall become the last day of the period. 17.03 Cumulative Remedies The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:Febmary2,2016 00 72 00-i GENERAL CONDITIONS Page 63 of 63 17.04 Survival of Obligations All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05 Headings Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revision:February 2,2016 007300-I SUPPLEMENTARY CONDITIONS Page 1 of 6 1 SECTION 00 73 00 2 SUPPLEMENTARY CONDITIONS 3 TO 4 GENERAL CONDITIONS 5 6 Supplementary Conditions 7 8 These Supplementary Conditions modify and supplement Section 00 72 00 -General Conditions, and other 9 provisions of the Contract Documents as indicated below. All provisions of the General Conditions that are 10 modified or supplemented remain in full force and effect as so modified or supplemented. All provisions 11 of the General Conditions which are not so modified or supplemented remain in full force and effect. 12 13 Defined Terms 14 15 The terms used in these Supplementary Conditions which are defined in the General Conditions have the 16 meaning assigned to them in the General Conditions,unless specifically noted herein. 17 18 Modifications and Supplements 19 20 The following are instructions that modify or supplement specific paragraphs in the General Conditions and 21 other Contract Documents. 22 23 SC-3.03B.2,"Resolving Discrepancies" 24 25 Plans govern over Specifications. 26 27 SC-4.01A 28 29 Easement limits shown on the Drawing are approximate and were provided to establish a basis for bidding. 30 Upon receiving the final easements descriptions, Contractor shall compare them to the lines shown on the 31 Contract Drawings. 32 33 SC-4.01A.1., "Availability of Lands" 34 35 The following is a list of known outstanding right-of-way, and/or easements to be acquired, if any as of: 36 37 Outstanding Right-Of-Way,and/or Easements to Be Acquired PARCEL OWNER TARGET DATE NUMBER OF POSSESSION None 38 The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, 39 and do not bind the City. 40 41 If Contractor considers the final easements provided to differ materially from the representations on the 42 Contract Drawings, Contractor shall within five (5) Business Days and before proceeding with the Work, 43 notify City in writing associated with the differing easement line locations. 44 45 SC-4.01A.2,"Availability of Lands" 46 47 Utilities or obstructions to be removed,adjusted, and/or relocated CITY OF FORT WORTH (SycParkSoccerTurjj STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS (Project 9100970) Revised January 22,2016 0073 00-2 SUPPLEMENTARY CONDITIONS Page 2 of 6 1 2 The following is list of utilities and/or obstructions that have not been removed, adjusted, and/or relocated 3 as of 4 EXPECTED UTILITY AND LOCATION TARGET DATE OF OWNER ADJUSTMENT None ................-............................................_........................................................._..........................................................................................................................................................................................................................._................................................................................................................................. 5 The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, 6 and do not bind the City. 7 8 SC-4.02A.,"Subsurface and Physical Conditions" 9 10 The following are reports of explorations and tests of subsurface conditions at the site of the Work: 11 12 "None"Report No. ,dated ,prepared by a sub-consultant of, a consultant of the 13 City,providing additional information on 14 15 The following are drawings of physical conditions in or relating to existing surface and subsurface 16 structures(except Underground Facilities)which are at or contiguous to the site of the Work: 17 None 18 19 SC-4.06A.,"Hazardous Environmental Conditions at Site" 20 21 The following are reports and drawings of existing hazardous environmental conditions known to the City: 22 None 23 24 SC-5.03A.,"Certificates of Insurance" 25 26 The entities listed below are "additional insureds as their interest may appear" including their respective 27 officers,directors, agents and employees. 28 29 (1) City 30 (2) Consultant: None 31 (3) Other: None 32 (4) 33 34 SC-5.04A.,"Contractor's Insurance" 35 36 The limits of liability for the insurance required by Paragraph GC-5.04 shall provide the following 37 coverages for not less than the following amounts or greater where required by laws and regulations: 38 39 5.04A. Workers'Compensation,under Paragraph GC-5.04A. 40 41 Statutory limits 42 Employer's liability 43 5100,000 each accident/occurrence 44 S100,000 Disease- each employee 45 S-500,000 Disease-policy limit 46 47 SC-5.04B., "Contractor's Insurance" 48 CITY OF FORT WORTH [SycParkSoccerTurj] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Project#100970] Revised January 22,2016 00 73 00-3 SUPPLEMENTARY CONDITIONS Page 3 of 6 1 5.04B. Commercial General Liability, under Paragraph GC-5.04B. Contractor's Liability Insurance 2 under Paragraph GC-5.04B.,which shall be on a per project basis covering the Contractor with 3 minimum limits of: 4 5 $1,000,000 each occurrence 6 $2,000,000 aggregate limit 7 8 The policy must have an endorsement(Amendment—Aggregate Limits of Insurance)making the 9 General Aggregate Limits apply separately to each job site. 10 11 The Commercial General Liability Insurance policies shall provide"X", "C", and"U" coverage's. 12 Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. 13 14 SC 5.04C., "Contractor's Insurance" 15 5.04C. Automobile Liability,under Paragraph GC-5.04C.Contractor's Liability Insurance under 16 Paragraph GC-5.04C., which shall be in an amount not less than the following amounts: 17 18 (1) Automobile Liability-a commercial business policy shall provide coverage on "Any Auto", 19 defined as autos owned,hired and non-owned. 20 21 $1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at 22 least: 23 24 S250,000 Bodily Injury per person/ 25 $500,000 Bodily Injury per accident/ 26 $100,000 Property Damage 27 28 SC-5.04D.,"Contractor's Insurance" 29 30 The Contractor's construction activities will require its employees, agents, subcontractors, equipment, and 31 material deliveries to cross railroad properties and tracks None 32 33 The Contractor shall conduct its operations on railroad properties in such a manner as not to interfere with, 34 hinder, or obstruct the railroad company in any manner whatsoever in the use or operation of its/their trains 35 or other property. Such operations on railroad properties may require that Contractor to execute a"Right of 36 Entry Agreement"with the particular railroad company or companies involved, and to this end the 37 Contractor should satisfy itself as to the requirements of each railroad company and be prepared to execute 38 the right-of-entry(if any)required by a railroad company. The requirements specified herein likewise relate 39 to the Contractor's use of private and/or construction access roads crossing said railroad company's 40 properties. 41 42 The Contractual Liability coverage required by Paragraph 5.04D of the General Conditions shall provide 43 coverage for not less than the following amounts, issued by companies satisfactory to the City and to the 44 Railroad Company for a term that continues for so long as the Contractor's operations and work cross, 45 occupy, or touch railroad property: 46 47 (1) General Aggregate: 48 49 (2) Each Occurrence: 50 Required for this Contract X Not required for this Contract 51 52 With respect to the above outlined insurance requirements,the following shall govern: 53 54 1. Where a single railroad company is involved, the Contractor shall provide one insurance policy in 55 the name of the railroad company. However, if more than one grade separation or at-grade CITY OF FORT WORTH [SvcParkSoccerTurjj STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS [Project#100970) Revised January 22,2016 00 73 00-4 SUPPLEMENTARY CONDITIONS Page 4 of 6 1 crossing is affected by the Project at entirely separate locations on the line or lines of the same 2 railroad company, separate coverage may be required, each in the amount stated above. 3 4 2. Where more than one railroad company is operating on the same right-of-way or where several 5 railroad companies are involved and operated on their own separate rights-of-way, the Contractor 6 may be required to provide separate insurance policies in the name of each railroad company. 7 8 3. If, in addition to a grade separation or an at-grade crossing, other work or activity is proposed on a 9 railroad company's right-of-way at a location entirely separate from the grade separation or at- 10 grade crossing, insurance coverage for this work must be included in the policy covering the grade 11 separation. 12 13 4. If no grade separation is involved but other work is proposed on a railroad company's right-of- 14 way, all such other work may be covered in a single policy for that railroad, even though the work 15 may be at two or more separate locations. 16 17 No work or activities on a railroad company's property to be performed by the Contractor shall be 18 commenced until the Contractor has furnished the City with an original policy or policies of the insurance 19 for each railroad company named,as required above. All such insurance must be approved by the City and 20 each affected Railroad Company prior to the Contractor's beginning work. 21 22 The insurance specified above must be carried until all Work to be performed on the railroad right-of-way 23 has been completed and the grade crossing, if any, is no longer used by the Contractor. In addition, 24 insurance must be carried during all maintenance and/or repair work performed in the railroad right-of-way. 25 Such insurance must name the railroad company as the insured,together with any tenant or lessee of the 26 railroad company operating over tracks involved in the Project. 27 28 SC-6.04.,"Project Schedule" 29 30 Project schedule shall be tier <1, 2, 3, A, or 5> for the project. 31 32 SC-6.07.,"Wage Rates" 33 34 The following is the prevailing wage rate table(s)applicable to this project and is provided in the 35 Appendixes: 36 2013 Prevailing Wage Rates 37 38 SC-6.09.,"Permits and Utilities" 39 40 SC-6.09A.,"Contractor obtained permits and licenses" 41 The following are known permits and/or licenses required by the Contract to be acquired by the Contractor: 42 1. Construction Permit with City of Fort Worth. 43 44 SC-6.09B. "City obtained permits and licenses" 45 The following are known permits and/or licenses required by the Contract to be acquired by the City: None 46 47 SC-6.09C. "Outstanding permits and licenses" 48 49 The following is a list of known outstanding permits and/or licenses to be acquired, if any as of December 50 11,2017: 51 52 Outstanding Permits and/or Licenses to Be Acquired OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE OF POSSESSION CITY OF FORT WORTH (SycParkSoccerTurj] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS (Project#100970) Revised January 22,2016 007300-5 SUPPLEMENTARY CONDITIONS Page 5 of 6 OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE OF POSSESSION None 1 2 The below is non-applicable to the Sycamore Synthetic Turf Soccer, 3 SC-6.24B., "Title VI,Civil Rights Act of 1964 as amended" 4 5 During the performance of this Contract,the Contractor,for itself,its assignees and successors in interest 6 (hereinafter referred to as the "Contractor")agrees as follows: 7 8 1. Compliance with Regulations: The Contractor shall comply with the Regulation relative to 9 nondiscrimination in Federally-assisted programs of the Department of Transportation(hereinafter, 10 "DOT")Title 49,Code of Federal Regulations,Part 21,as they may be amended from time to time, 1 1 (hereinafter referred to as the Regulations),which are herein incorporated by reference and made a part 12 of this contract. 13 14 2. Nondiscrimination: The Contractor,with regard to the work performed by it during the contract,shall 15 not discriminate on the grounds of race, color, or national origin, in the selection and retention of 16 subcontractors, including procurements of materials and leases of equipment.The Contractor shall not 17 participate either directly or indirectly in the discrimination prohibited by 49 CFR, section 21.5 of the 18 Regulations, including employment practices when the contract covers a program set forth in 19 Appendix B of the Regulations. 20 21 3. Solicitations for Subcontractors,Including Procurements of Materials and Equipment: In all 22 solicitations either by competitive bidding or negotiation made by the contractor for work to be 23 performed under a subcontract, including procurements of materials or leases of equipment, each 24 potential subcontactor or supplier shall be notified by the Contractor of the Contractor's obligations 25 under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or 26 national origin. 27 28 4. Information and Reports: The Contractor shall provide all information and reports required by the 29 Regulations or directives issued pursuant thereto, and shall permit access to its books,records, 30 accounts, other sources of information and its facilities as may be determined by City or the Texas 31 Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders 32 and instructions. Where any information required of a contractor is in the exclusive possession of 33 another who fails or refuses to furnish this information the contractor shall so certify to the City, or the 34 Texas Department of Transportation, as appropriate, and shall set forth what efforts it has made to 35 obtain the information, 36 37 5. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the 38 nondiscrimination provisions of this Contract, City shall impose such contract sanctions as it or the 39 Texas Department of Transportation may determine to be appropriate, including, but not limited to: 40 41 a. withholding of payments to the Contractor under the Contract until the Contractor 42 complies,and/or 43 b. cancellation,termination or suspension of the Contract, in whole or in part. 44 45 6. Incorporation of Provisions: The Contractor shall include the provisions of paragraphs(1)through 46 (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt 47 by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with 48 respect to any subcontract or procurement as City or the Texas Department of Transportation may 49 direct as a means of enforcing such provisions including sanctions for non-compliance: Provided, 50 however,that, in the event a contractor becomes involved in, or is threatened with, litigation with a CITY OF FORT WORTH [SycParkSoccerTurJJ STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS (Project 9100970) Revised January 22,2016 00 73 00-6 SUPPLEMENTARY CONDITIONS Page 6 of 6 1 subcontractor or supplier as a result of such direction,the contractor may request City to enter into 2 such litigation to protect the interests of City, and, in addition, the contractor may request the United 3 States to enter into such litigation to protect the interests of the United States. 4 5 Additional Title VI requirements can be found in the Appendix. 6 7 SC-7.02.,"Coordination" 8 9 The individuals or entities listed below have contracts with the City for the performance of other work at 10 the Site: 11 Vendor Scope of Work Coordination Authority None 12 13 14 SC-8.01,"Communications to Contractor" 15 16 None 17 18 SC-9.01.,"City's Project Manager" 19 20 The City's Project Manager for this Contract is Scott Penn, or his/her successor pursuant to written 21 notification from the Director of Park& Recreation. 22 23 SC-13.03C.,"Tests and Inspections" 24 25 None 26 27 SC-16.01C.1,"Methods and Procedures" 28 29 None 30 31 32 END OF SECTION Revision Log DATE NAME SUMMARY OF CHANGE 1/22/2016 F. Griffin SC-9.01., "City's Project Representative"wording changed to City's Project Manager. CITY OF FORT WORTH (SycParkSoccerTurfl STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS (Project#100970) Revised January 22,2016 2013 PREVAILING WAGE RATES (Heavy and Highway Construction Projects) CLASSIFICATION DESCRIPTION Wage Rate Asphalt Distributor Operator $ 15.32 Asphalt Paving Machine Operator $ 13.99 Asphalt Raker $ 12.69 Broom or Sweeper Operator $ 11.74 Concrete Finisher, Paving and Structures $ 14.12 Concrete Pavement Finishing Machine Operator $ 16.05 Concrete Saw Operator $ 14.48 Crane Operator, Hydraulic 80 tons or less $ 18.12 Crane Operator, Lattice Boom 80 Tons or Less $ 17.27 Crane Operator, Lattice Boom Over 80 Ttins $ 20.52 Crawler Tractor Operator $ 14.07 Electrician $ 19.80 Excavator Operator, 50,000 pounds or less $ 17.19 Excavator Operator, Over 50,000 pounds $ 16.99 Flagger $ 10.06 Form Builder/Setter,Structures $ 13.84 Form Setter, Paving&Curb $ 13.16 Foundation Drill Operator, Crawler Mounted $ 17.99 Foundation Drill Operator,Truck Mounted $ 21.07 Front End Loader Operator,3 CY or Less $ 13.69 Front End Loader Operator,Over 3 CY $ 14.72 Laborer, Common $ 10.72 Laborer, Utility $ 12.32 Loader/Backhoe Operator $ 15.18 Mechanic $ 17.68 Milling Machine Operator $ 14.32 Motor Grader Operator,Fine Grade $ 17.19 Motor Grader Operator, Rough $ 16.02 Off Road Hauler $ 12.25 Pavement Marking Machine Operator $ 13.63 Pipelayer $ 13.24 Reclaimer/Pulverizer Operator $ 11.01 Reinforcing Steel Worker $ 16.18 Roller Operator,Asphalt $ 13.08 Roller Operator, Other $ 11.51 Scraper Operator $ 12.96 Servicer $ 14.58 Small Slipform Machine Operator $ 15.96 Spreader Box Operator $ 14.73 Truck Driver Lowboy-Float $ 16.24 Truck Driver Transit-Mix $ 14.14 Truck Driver,Single Axle $ 12.31 Truck Driver,Single or Tandem Axle Dump Truck $ 12.62 Truck Driver,Tandem Axle Tractor with Semi Trailer $ 12.86 Welder $ 14.84 Work Zone Barricade Servicer $ 11.68 The Davis-Bacon Act prevailing wage rates shown for Heavy and Highway construction projects were determined by the United States Department of Labor and current as of September 2013. The titles and descriptions for the classifications listed are detailed in the AGC of Texas'Standard Job Classifications and Descriptions for Highway, Heavy,Utilities,and Industrial Construction in Texas. Page 1 of 1 Please note: The attached contract is for informational purposes only. CITY SECRETARY 1 (] CONTRACT NO. `-t l AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE FORT WORTH VAQUEROS SOCCER ACADEMY FOR SYCAMORE PARK ,� THIS AGREEMENT ("Agreement") is made and entered into this day of QS':Xp%-Q�, , 2017, by and between the CITY OF FORT WORTH ("C "), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and the FORT WORTH VAQUEROS SOCCER ACADEMY("Vaqueros"), a Texas 501c3 Nonprofit Corporation acting by and through its duly authorized representative (sometimes the City and the Vaqueros are referred to herein individually as a"Part 'and collectively as the "Parties").' WHEREAS, City owns Sycamore Park, which is located at 2525 East Rosedale Streef in Fort Worth, Texas, which is set forth in more detail in Exhibit A, which is attached hereto and incorporated herein for all purposes ("Park"); WHEREAS, the Park currently contains a four court tennis complex that was originally constructed in 1915 ("Tennis Complex"); WHEREAS,the Tennis Complex,which is rarely, if ever,used,is currently in subpar condition; WHEREAS, the City, through its Park and Recreation Department, seeks to encourage and increase public participation in recreational opportunities offered at City facilities including soccer; WHEREAS, to that end, the City plans to adaptively reuse the Tennis Complex by investing up to $183,700.00 to repurpose it into a synthetic soccer field(approximately 55 yards x 35 yards); WHEREAS, Vaqueros, which is a local amateur soccer team in the National Soccer League, shares the City's desire to increase public participation in the sport of soccer; WHEREAS, Vaqueros is heavily involved with the Fort Worth community and has a vision of a free youth soccer academy in Fort Worth to serve the 7-12 year old age group; WHEREAS, the purpose of the soccer academy is to teach young people of all backgrounds life- enhancing values such as confidence, perseverance, and judgment through soccer and character education; WHEREAS, the Vaqueros desires to operate and manage the repurposed soccer facility to provide soccer education and development programs to youth of all backgrounds and league play to adults and youth; WHEREAS, once the Parties execute this Agreement, the City will begin the process of repurposing the Tennis Complex into a synthetic soccer field; WHEREAS, after the City completes that process, Vaqueros will be responsible for managing the soccer facility in accordance with the terms and conditions of this Agreement; and NOW, THEREFORE, for and in consideration of the promises and the mutual covenants?herein contained, and other good and valuable consideration, the receipt and sufficiency of which are herby acknowledged,the City and Vaqueros hereby agree as follows: g W } `� Q� Cn �t act 0 U N C ,o W rL_ Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page''P`of 24 � ` R. USE OF PREMISES 1.1 City hereby grants to Vaqueros the right to operate and manage the area within the Park currently designated as the Tennis Complex but which will become a synthetic soccer facility after the City finishes the repurposing process outlined in the recitals ("Soccer Facility) for the purpose of managing a soccer education and development program to provide young people of all backgrounds an opportunity to develop life-enhancing values such as confidence, perseverance, and judgment through soccer and character education and to promote recreational opportunities for both youth and adults available at the Soccer Facility and other similar venues throughout the City. The location and boundary of the Soccer Facility is set forth in Exhibit B, which is attached hereto and incorporated herein for all purposes. 1.2 The parties acknowledge and understand that the parking associated with the Park is intended to serve the entire Park; therefore, all parking is on a first come, first served basis and shall not be reserved specifically for use of the Soccer Facility, unless otherwise permitted by the Director of the City's Park and Recreation Department or that person's authorized designee ("Director") in writing. 2. TERM 2.1 Primary Term. The Agreement shall be binding on the last date of execution by the parties and effective beginning on the date that the City issues written confirmation to Vaqueros that construction of the Soccer Facility is completed and ready for occupancy and shall remain in effect for a period of ten (10) years thereafter, subject to early termination as provided herein ("Primary Term"). Vaqueros and City shall execute a written memorandum evidencing the effective date as soon as such date is established, in the form attached as Exhibit C, which is attached hereto and incorporated herein for all purposes. 2.2 Renewal Terms. Unless previously terminated, the City and Vaqueros, by mutual written consent, may elect to extend this Agreement for two (2) successive five-year periods (each a "Renewal Term"). The parties shall make a good faith effort to notify each other of their intent to renew this Agreement at least one year prior to the expiration of the then-current term. If the first Renewal Term is not exercised, there shall be no second Renewal Term. City reserves the right to negotiate or renegotiate any term of this Agreement prior to exercising any renewal. 2.3 As used in this Agreement, the terms "contract year," "year," and "annual" shall refer to each individual year that this Agreement is in effect, beginning on the Effective Date. By way of example only, if the Effective Date of this Agreement, as set forth in the effective date memorandum, is October 1, then the terms "contract year," "year," and "annual" shall refer to a period beginning on October 1 and ending on September 30 of the following calendar year. 3. CONSIDERATION 3.1 Annual Payments. In consideration of the rights and privileges granted herein, Vaqueros shall pay the City for the City's costs to repurpose the Tennis Complex into the Soccer Facility up to $183,700.00, plus 3.5 percent interest, over the life of the Primary Term ("Fee"). The Fee to be paid by the Vaqueros to the City shall include all of the City's costs associated with repurposing the Tennis Complex into the Soccer Facility, including, but not limited to, removal of the existing tennis nets and posts and installation of a drainage pad system, synthetic turf, new posts, chain link fence, access gate, player benches, and scoreboard. Payment of the Fee shall be as follows: Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Pale 2 of 24 3.1.1 For the first contract year, Vaqueros shall pay the City Ten Thousand Dollars and No Cents ($10,000.00), with such payment due and payable on or before the 180` calendar day after the Effective Date. 3.1.2 For contract years two through ten, Vaqueros shall pay the City the remaining balance of the Fee (inclusive of the first contract year payment) in equal installments. Because the total costs to repurpose the Tennis Complex into the Soccer Facility have yet to be determined at the execution of this Agreement, the parties agree to execute a written memorandum evidencing the total Fee attributable to this Agreement and the annual Fee payment schedule for years two through ten. The memorandum is attached as Exhibit C. 3.2 All payments due under this Agreement shall be made payable to the City of Fort Worth and remitted to the office of the Director at the following address: City of Fort Worth c/o Director, Park and Recreation Department 4200 South Freeway, Suite 2200 Fort Worth,Texas 76107 3.3 Major Maintenance, Repairs and Replacements. Vaqueros also agrees to annually contribute Fifteen Thousand Dollars and No Cents ($15,000.00) into a major maintenance, repair, and replacement reserve fund in accordance with the terms herein("Maintenance Funds"). 3.3.1 The purpose of the Maintenance Funds are to ensure the long-term viability and use of the Soccer Facility through proper maintenance and upkeep so that the Soccer Facility remains accessible to the general public for the Primary Term and each Renewal Term of this Agreement. It is understood between the Parties that the use of the Maintenance Funds shall be for Major Maintenance,Repairs, and Replacement to the Soccer Facility only. 3.3.2 For purposes of this Agreement, "Major Maintenance, Repairs, and Replacement" means those maintenance, repairs, or replacements that are integral to the core functioning and operation of the Soccer Facility and that occur either infrequently or that are scheduled on a non-routine basis, which may include, without limitation, emergency repairs to protect the safety of the intended users or the integrity of the intended use, replacement of the turf, vandalism, acts of God, and the like. If there is a dispute at to what constitutes Major Maintenance, Repairs, and Replacement under this Agreement,then the decision of the Director shall control. 3.3.3 Vaqueros agrees to deposit and maintain the Maintenance Funds in a separate account that will not be commingled with any other Vaqueros funds or accounts. Vaqueros shall deposit the Maintenance Funds into its designated account within thirty (30) calendar days after the beginning of each contract year and provide proof of each such deposit to the Director. Any interest earned on the Maintenance Funds shall be deemed to be Maintenance Funds and dedicated to maintaining and repairing the Soccer Facility as set forth herein. The Maintenance Funds shall remain in the Vaqueros designated account for the Primary Term and any Renewal Term of this Agreement until such time as the Maintenance Funds are approved for expenditure as set forth herein or upon expiration or early termination of this Agreement. 3.3.4 For so long as Maintenance Funds remain in Vaqueros' account, the Parties will work cooperatively over the Primary Term and any Renewal Term to develop and update a priority list of Major Maintenance, Repairs, and Replacements to be funded by the Maintenance Funds. To the extent that any Major Maintenance, Repairs, or Replacements are necessary to the Soccer Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 3 of 24 Facility, the Parties agree to execute a written memorandum of understanding setting forth, among other key terms, the scope of repairs and proposed action plan. Any and all plans for Major Maintenance, Repairs, or Replacements shall be subject to review and approval by the Director prior to the commencement thereof. The Parties must execute the memorandum of understanding before any Maintenance Funds can be expended. 4. OPERATIONS AT THE SOCCER FACILITY 4.1 Generally. 4.1.1 Except as may be set forth otherwise in this Agreement, Vaqueros shall be responsible for all aspects of managing, maintaining, and operating the Soccer Facility in accordance with the terms of this Agreement. 4.1.2 Except as may be set forth otherwise in this Agreement, Vaqueros shall be responsible for all personnel, management services, supplies, security, equipment, and any other services required for the operation of the Soccer Facility and the payment thereof. 4.1.3 Vaqueros shall provide all seating in the form of bleachers for spectator viewing of the Soccer Facility. 4.2 Security. Vaqueros shall provide all field monitors, security (both during and after operating hours) and crowd control within and around the Soccer Facility, and any areas occupied or utilized by it or its contractors. Vaqueros' duty to provide security, however, shall not in any way hinder, prevent, or affect the City's police department or fire department from providing services and performing their official duties. 4.3 Operating Hours. The Soccer Facility and all operations and services provided at or through the Soccer Facility shall remain accessible for public use pursuant to the Vaqueros guidelines, which are subject to review and approval by the Director. The hours of operation shall be established by the Vaqueros and shall be commercially reasonable and consistent with good industry practices and standards and compliant with all Legal Requirements. The hours of operation are subject to review and approval by the Director. 4.4 Programming and Outreach 4.4.1 The Vaqueros agree that the primary use of the Soccer Facility will be to provide free, youth soccer academies. The Vaqueros shall have the right to provide other recreation based activities on the Soccer Facility, including, but not limited to, soccer league play for adults and youth, as well as soccer camps. 4.4.2 Vaqueros shall provide a minimum of six (6) free soccer clinics during each year of the Primary Term and any Renewal Term of this Agreement for the City's Youth Athletic Program and youth at the City's community centers. 4.4.3 Vaqueros shall offer at least 80 hours per year of free open play to the general public. 4.4.4 Vaqueros shall have the right to charge rental or other fees for the Soccer Facility in accordance with a written fee schedule to be approved by the Director, with the understanding that the primary use of the Soccer Facility will be to provide free, youth soccer academies. Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 4 of 24 Vaqueros shall provide the Director with at least 30 calendar days' written notice of any requested fee changes, which shall be subject to review and written approval by the Director. 4.4.5 Vaqueros shall provide the Director with an annual programming plan, which shall be subject to review and prior written approval of the Director, on or before the beginning of each contract year. The programming plan shall detail the programs to be provided, cost of each program, dates and times of all programs, fee schedule, available dates for the City's use, and anything else required by the Director. 4.4.6 Vaqueros shall provide the Director with an annual written plan for performing community outreach to enhance participation in the sport of soccer and drive attendance to the Soccer Facility. The plan is subject to review and approval by the Director and may include reaching out to the City's community centers and the Fort Worth Independent School District. 4.5 Scheduling at the Soccer Facility 4.5.1 Except may otherwise be agreed to herein, Vaqueros shall be responsible for booking, scheduling, and managing all events and activities at the Soccer Facility. 4.5.2 Vaqueros shall keep and maintain scheduling records for its files. All such records will be available for review by the City upon written request of the Director. 4.6 Use by the City of Fort Worth. Upon at least thirty (30) calendar days' written notice to the Vaqueros and subject to prior scheduling, City shall have the right to reserve the use of all or part of the Soccer Facility for a minimum of 80, but no more than 100, hours per calendar year at no charge and at times and dates that do not interfere with the functions previously scheduled. The City's notice shall describe the time, date, and purpose for such use. The City reserves the right to charge fees and retain all revenue from any fees assessed and collected under this section. 4.7 Acknowledgement in Marketing 4.7.1 Vaqueros agrees to acknowledge the City of Fort Worth Park and Recreation for its support in Vaqueros' marketing arid promotion of the Soccer Facility, including, but not limited to, print, television, radio, web-based, or other means the Vaqueros use to market and advertise the Soccer Facility. City reserves the right to approve, in whole or in part, the form of such acknowledgement that the Vaqueros proposes to include in any material. 4.7.2 The Vaqueros acknowledges that the Fort Worth City Council has adopted and copyrighted as its logo "Molly"the longhorn steer, which may be used by the Vaqueros to carry out is promotional and marketing obligations, provided that all such use must comply with all City policies regarding authorized uses and approved colors and graphics as those policies exist now or may exist in the future. The City shall provide the Vaqueros with a copy of the Molly Logo Use Policy upon request. (a) Vaqueros, its respective designees or assignees, shall not use any designated marks, logo or copyrights of the City or sell, transfer, or give any original prints or reproductions for circulation or publication for use by a third party. Nor shall the Vaqueros use such logo in any manner that reflects unfavorably upon the good name, goodwill, reputation, or image of the City. Vaqueros, its respective designees or assignees, shall not use any designated marks or copyrights, in any manner that would cause confusion in the public mind as to the permitted use for Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 5 of 24 which the Vaqueros has been granted such rights. None of the designated marks or copyrights of the City shall be incorporated into a common graphic or be associated with third party trade names or marks, except as agreed upon by the City. Vaqueros, its respective designees or assignees, may not use any of the designated marks or copyrights of the City or authorize such use on any World Wide Web site or on any other on-line site, except as specifically approved by the City. 4.8 Reports and Documents 4.8.1 Vaqueros shall provide quarterly attendance reports to the Director by the 45u' calendar day of each quarter detailing the previous quarter's activities. The quarters shall be based on the City's fiscal year, which begins on October 1 and ends on September 30 of each year. 4.8.2 Vaqueros shall provide the Director with a copy of its rental procedures, operation guidelines, and other rules and policies requested by the Director, all of which shall be subject to prior written approval by the Director. 4.8.3 Vaqueros shall provide the City with a copy of the field maintenance procedures no later than the beginning of each contract year. 4.8.4 City and Vaqueros agree that the overall condition and playability of the Soccer Facility, the quality of service provided by the Vaqueros, and the condition of the fields thereon is of primary importance to both parties. As this Agreement specifies the standards of performance deemed necessary for proper maintenance and services, City and Vaqueros will develop a Soccer Facility Evaluation Report to document the Vaqueros performance pursuant to those standards. (a) The Soccer Facility Evaluation Report will be completed by the Director after a bi-yearly inspection of the Soccer Facility by the Director. City shall make every reasonable effort to conduct such inspections on a regular basis, and the Vaqueros will be invited to participate in such inspection. (b) The Director reserves the right to modify, update, or amend the general content and format of the Soccer Facility Evaluation Report forms in order to provide for a suitable instrument for the documentation of Vaquero's performance. 4.9 Sponsorships 4.9.1 Vaqueros shall have the right to grant sponsorships for the Soccer Facility, provided that the Director shall have the right to approve or reject any sponsors and any signage within the Soccer Facility. Any such arrangement shall be of a first class quality, tasteful, attractive, and suitable for facilities catering to families, children, and youth patrons; (b) be on commercially reasonable terms and consistent with industry practice; and (c) comply with all Legal Requirements and all City policies, rules, and contracts. Sponsorships involving the Soccer Facility shall not promote, advertise, or relate to alcohol or tobacco products or companies or be of a non-commercial or cause-oriented nature (e.g., political advertisement). Vaqueros shall be permitted to retain the revenue for all sponsorships. Vaqueros shall provide the City with copies of any sponsorship agreements it enters into with third parties. In the event of expiration or early termination of this Agreement, the City shall not be liable or responsible, in any way, for any contracts entered into for sponsorships or advertisements of any kind. Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 6 of 24 4.10 Concession Services. 4.10.1 The City currently has an agreement with Ft.Worth Park and Recreation Sports Advisory Council ("SAC"), granting the SAC the non-exclusive right to provide concession services and items (including, without limitation, the direct sale of food, beverages, and merchandise, and other items approved by the Director) at sports complexes within Sycamore Park, the same being Fort Worth City Secretary Contract Number 46940 ("Concession Contract"). Vaqueros acknowledges that it has read and understands the Concession Contract and agrees to abide by it to the extent that the Concession Contract applies to the concession services to be performed by the SAC hereunder. 4.10.2 To the extent that Vaqueros desires to provide concession services and items at the Soccer Facility or in connection with any of its rights and privileges granted herein during the Primary Term or any Renewal Term, then Vaqueros shall coordinate with both the Director and SAC on the delivery of such services and items. After consultation with both Vaqueros and SAC, the Director will determine, on a case-by-case basis and in his/her sole discretion, whether the SAC, Vaqueros, or both will be responsible for providing the applicable concession services and items. 4.11 Portable Restrooms. The City will provide two port-a-lets for the patrons of the Soccer Facility and maintain the same in accordance with its regular maintenance procedures_ 4.12 Trash Pickup. The City will remove or ensure removal of all trash and refuse from City-owned trash containers per its regular trash schedule. 4.13 Lightima 4.13.1 The City will maintain the lighting system at the Soccer Facility and pay all applicable utility bills associated with the lighting. 4.13.2 The City will provide a secure on/off switch for the Soccer Facility lighting system. 4.14 Utilities 4.14.1 City will pay those electric utility costs that are necessary and proper for the operation of the Soccer Facility. Vaqueros understand and acknowledges that the Soccer Facility will not have running water and the City is under no obligation to provide water lines to serve the Soccer Facility or any other utility not specifically referenced herein. 4.14.2 If Vaqueros desire to place any additional permanent utility improvements on the Soccer Facility or Park beyond that which are provided on the Effective Date, then Vaqueros must obtain prior written approval from the Director. Any additional permanent utility improvements shall become the property of City but shall be subject to the Vaqueros' use hereunder. If Vaqueros elects to draw additional electricity and other utilities on the Soccer Facility or obtain additional separate utility service from any utility company that provides such service, Vaqueros does so at its sole cost, risk, and expense. If Vaqueros chooses to draw additional electricity or other utilities, Vaqueros shall arrange for the installation of a separate meter as well as a separate main breaker for electrical service. The City shall have the right to approve the exact location of the proposed utility routes and the manner of installation. 5, Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 7 of 24 DUTIES OF PARTIES WITH RESPECT TO PREMISES 5.1 Dutv to Communicate 5.1.1 In the event that any incident should occur involving an accident, altercation, or other incident of note related to the management and operation of the Soccer Facility, the Vaqueros shall notify the Director as soon as reasonably possible,but under no circumstances any later than twelve (12) hours after the incident. Notice of the incident will include a brief summary of the same. 5.1.2 In addition, Vaqueros shall make a concerted effort to keep City reasonably apprised of any issue, development, or anticipated event that Vaqueros believes, in exercise of its reasonably prudent judgment, might have an adverse impact on the City or otherwise be of interest or importance. 5.2 Duty to Maintain 5.2.1 In addition to the Major Maintenance, Repairs, and Replacements set forth in Section 3.3, the Vaqueros shall, at its sole cost and expense, keep and maintain the Soccer Facility in a structurally safe and sound condition and in good maintenance and repair at all times throughout the Primary Term of this Agreement and any Renewal Term, including, without limitation, the day-to-day maintenance. On or before the beginning of each contract year, Vaqueros shall submit to the Director a written plan detailing its plan for maintaining the Soccer Facility for the upcoming contract year, which plan shall be subject to approval by the Director. The City shall not be responsible for maintenance of the Soccer Facility or for the clearing or removal of trees, shrubs, plants, ice, snow, or debris from the Soccer Facility. The City will be responsible for maintaining the grounds of the Park outside of the fenced perimeter of the Soccer Facility. 5.2.2 With the prior written approval of the Director, which shall not be unreasonably be withheld, the Vaqueros may, at its sole expense, install the following signs: (i) one sign on the entrance marquee to the Park indicating the presence of the Vaqueros' program, such sign to be no more than twenty-five percent (25%) of the Park's main entrance marquee, and (ii) a reasonable number of signs on the Soccer Facility indicating the name of the facility and conveying programmatic and directional information. All signs must be installed and maintained in accordance with all applicable laws and must be designed to match or complement other signs at the Park with respect to size, color, location, and manner of display. The Vaqueros shall, at its sole cost and expense, maintain its signs in a safe, sightly, and physically good condition. 5.3 Duty to Repair 5.3.1 In addition to the Major Maintenance, Repairs, and Replacement set forth in Section 3.3, the Vaqueros shall promptly repair, at its sole expense, any material damage to the Soccer Facility or Park (including, but not limited to, any damage to fixtures, structures, or the natural environment) caused in whole or in part by any act or omission of the Vaqueros or any of its employees, agents, officers, separate contractors, subcontractor, or anyone visiting the Soccer Facility, including,but not limited to, Vaqueros' youth and adult soccer program participants and their guardians. City shall promptly repair any damage caused to the Soccer Facility by the act or omission of the City, its agents, employees, separate contractors, or subcontractors. 5.3.2 City shall determine, in its reasonable judgment, whether any damage has been done, the amount of the damage, the reasonable costs of repairing the damage, and whether, under the Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 8 of 24 terms of the Agreement, the Vaqueros is responsible and to what extent the Vaqueros' responsibility extends. In the event Vaqueros do not promptly repair said damage, City shall provide Vaqueros with an invoice reasonably detailing the alleged damage and costs to repair such damage. Vaqueros shall pay the invoice within thirty(30) calendar days after being sent by City,unless otherwise agreed to by the parties. 5.4 Duty to Protect. Vaqueros shall not cause or knowingly permit another person to cause any damage to the Soccer Facility or Park. Vaqueros shall be solely responsible for any damage that may occur as a result of Vaqueros' action or inaction (where there is a duty to act) or the actions or inactions (where there is a duty to act) of another person acting on behalf of or on permission of the Vaqueros. 5.5 Protection Against Nuisance. Vaqueros shall not permit the existence of any nuisance on the Soccer Facility and shall keep the Soccer Facility in a clean and safe condition and free of any explosive, flammable, or combustible material that would increase the risk of fire. Vaqueros shall not permit the accumulation of junk, debris, or other unsightly materials on or near the Soccer Facility. 6. ACCEPTANCE OF PREMISES 6.1 Vaqueros takes all portions of the Soccer Facility, Park, and all appurtenances in "AS IS" condition without any express or implied warranty on the part of the City. Vaqueros accepts the Soccer Facility and Park in their present conditions, finds them suitable for the purposes intended, and further acknowledges that it is thoroughly familiar with such conditions by reason of a personal inspection and does not rely on any representations by the City as to the conditions of the Soccer Facility and Park or their suitability for the purposes intended. The Vaqueros accepts the Soccer Facility and Park subject to any and all previously recorded easements that may have been granted on, along, over, under, or across said property, and releases the City from any and all damages, claims for damages, loss, or liabilities that may be caused to invitees, licensees, or trespassers by reason of the exercise of such rights or privileges granted in said easements. Vaqueros' taking possession of the Soccer Facility shall be conclusive evidence that: (i) the Soccer Facility and Park are suitable for the purposes and uses for which same are used; and (ii) the Vaqueros waives any and all defects in and to the Soccer Facility and Park and all appurtenances thereto. The City shall not be liable to the Vaqueros, its agents, employees, contractors, subcontractors, invitees, licensees, volunteers, or Quests for any damage to any person or property on the Soccer Facility or Park due to the acts or omissions of Vaqueros, its agents, employees, contractors, subcontractors, volunteers, or program participants except to the extent such damage is caused by the sole negligence or willful misconduct of City or its agents, employees, separate contractors or subcontractors. 7. RESERVATION OF RIGHTS BY CITY 7.1 Vaqueros understands and agrees that the City shall continue to own the Soccer Facility and the Park in fee simple and shall retain all rights associated with the Soccer Facility and Park not specifically granted under this Agreement. The City reserves to itself, its agents, assigns, and employees the right to enter the Soccer Facility at any time for the purpose of consulting with the Vaqueros; making inspection of the Soccer Facility; maintaining and making repairs and improvements to City-owned property; and developing oil, gas or other mineral resources; provided, however, that City will provide reasonable advance written notice to the Vaqueros on any occasion where City desires to enter the Soccer Facility at a time other than the Soccer Facility's regular operating hours. In addition, the City does not relinquish the right to control the management of the Soccer Facility as a public park or the right to enforce all necessary and proper rules for the management and operation of the same. Members of the City's police, Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 9 of 24 fire, parks, code enforcement,health, and other designated departments shall have the right at any time to enter any portion of the Soccer Facility and Park(without causing or constituting a termination of the use or an interference of the use of the Soccer Facility by the Vaqueros) for the purpose of inspecting the Soccer Facility, maintaining City-owned property located thereon, and performing any and all activities necessary for the proper conduct and operation of public property,provided, however, that this right shall not authorize or empower City to direct the activities of the Vaqueros or cause the City to assume liability for Vaqueros' activities. The Vaqueros shall be responsible for ensuring that the City has, at all times, keys with which to unlock all doors and gates on the Soccer Facility, and Vaqueros will not change or alter any lock thereon without notifying the City in advance of the same and providing the City with the new keys. 8. NO WASTE OR UNDUE BURDEN 8.1 Vaqueros covenants and agrees that it will not make or suffer any waste of the Soccer Facility or Park or any part thereof and shall materially comply with all federal, state, and local laws, regulations, and ordinances that are applicable to the Soccer Facility. 8.2 Vaqueros' operations and actions under this Agreement shall be accomplished so as not to place an undue burden on the present or future use of the Park by the City or the public. If the Director determines, in that person's sole discretion,that the Vaqueros' use places an undue burden on any portion of Park, the Vaqueros shall, at its sole cost and expense, take all actions reasonably determined by the City to be in the public interest to remove or alleviate the burden. The City acknowledges and agrees that Vaqueros' reasonable actions in connection with the use of the Soccer Facility in accordance with the terms of this Agreement shall not be deemed an undue burden for purposes of this paragraph. 9. THIRD PARTY CONTRACTORS 9.1 Subject to the terms of this Agreement, Vaqueros may authorize third party contractors to undertake all or any portion of the maintenance and upkeep of the Soccer Facility, including, without limitation, Major Maintenance, Repairs, and Replacements (a"Third Party Contractor")provided that the Vaqueros fust enters into a contract with such Third Party Contractor for the work to be undertaken by the Third Party Contractor and such contract contains all of the following: (1) a provision in a form acceptable to the City pursuant to which the contractor and any subcontractors involved with the work agrees to release, indemnify, defend and hold harmless the City from any and all damages arising as a result of or in relation to the work and for any acts or omissions of the Third Party Contractor, any subcontractors, and Vaqueros, and their officers, agents, servants and employees; (2) for construction related projects, if required per Section 2253.021 of the Texas Government Code, the Third Party Contractor shall provide Vaqueros with a bond or bonds, which Vaqueros shall forward to the City, that guarantees the faithful performance and completion of all construction work covered by the contract and full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the contract; (3) a requirement that the Third Party Contractor provide insurance in accordance with minimum requirements that may be required by the City, as approved in writing by the City's Risk Manager; (4) a requirement that the Third Party Contractor and any of its subcontractors comply with all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended; (5) terminate upon termination of this Agreement; and (6) the provisions referred to in this Agreement hereto with respect to the audit of the Third Party Contractor's records. All of the requirements contained in this Section shall hereinafter be referred to as the"Third Party Contract Provisions." Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 10 of 24 9.2 IF VAQUEROS ENTERS INTO ANY THIRD PARTY CONTRACT TO CARRY OUT ANY OBLIGATIONS UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS OPERATION AND MANAGEMENT OF THE SOCCER FACILITY, THAT DO NOT CONTAIN ALL OF THE REQUIRED THIRD PARTY CONTRACT PROVISIONS,AND TO THE EXTENT THAT ANY CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY HIND, INCLUDING, BUT NOT LIMITED TO,PROPERTY LOSS,PROPERTY DAMAGE OR PERSONAL INJURY OF ANY HIND, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISE UNDER, ON ACCOUNT OF OR IN RELATION TO THE THIRD PARTY CONTRACT FOR WHICH THE CONTRACTOR THEREUNDER WOULD HAVE BEEN REQUIRED TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY IF THE THIRD PARTY CONTRACT PROVISIONS HAD BEEN INCLUDED IN THE THIRD PARTY CONTRACT ("THIRD PARTY CONTRACT DAMAGES"), THEN VAQUEROS, AT VAQUEROS' OWN EXPENSE, SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY SUCH THIRD PARTY CONTRACT DAMAGES. THIS IS IN ADDITION TO ANY OTHER INDEMNIFICATION PROVISION PROVIDED IN THIS AGREEMENT. 9.3 City shall be entitled to review the Third Party Contracts for compliance with the requirements of this section. 10. OTHER IMPROVEMENTS 10.1 No building or other permanent improvement may be constructed on the Soccer Facility or Park by Vaqueros absent a duly authorized written amendment to this Agreement signed by both parties. 11. LIABILITY AND INDEMNIFICATION 11.1 CITY SHALL NOT BE LIABLE FOR, AND IS HEREBY RELEASED FROM, ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM VAQUEROS' USE OF THE SOCCER FACILITY OR PARK, OR CAUSED BY ANY DEFECT IN ANY BUILDING, STRUCTURE, IMPROVEMENT, OR EQUIPMENT IN THE SOCCER FACILITY OR PARK, OR CAUSED BY OR ARISING PROM ANY ACT OR OMISSION OF VAQUEROS, OR OF ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, INVITEES, VOLUNTEERS, PROGRAM PARTICIPANTS, OR CONTRACTORS, OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER CASUALTY IN THE SOCCER FACILITY OR BROUGHT ABOUT BY VAQUEROS' FAILURE TO MAINTAIN THE SOCCER FACILITY AND PREMISES IN A SAFE CONDITION. CITY SHALL HAVE NO RESPONSIBILITY WHATSOEVER, AND VAQUEROS SHALL MAKE NO CLAIM AGAINST THE CITY WITH RESPECT TO SUCH MATTERS. 11.2 VAQUEROS AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY HIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, ALLEGED DAMAGE OR LOSS TO BUSINESS AND ANY RESULTING LOST PROFITS) AND Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 11 of 24 PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (i) VAQUEROS' BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY ACT OR OMISSION OF VAQUEROS, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, SEPARATE, INVITEES, VOLUNTEERS, PROGRAM PARTICIPANTS, CONTRACTORS, OR SUBCONTRACTORS, RELATED TO THE MANAGEMENT OR OPERATION OF THE SOCCER FACILITY AND PREMISES OR THE PERFORMANCE OF THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE EVENT OF JOINT.AND CONCURRENT LIABILITY OF BOTH VAQUEROS AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF ANY IMMUNITY OR DEFENSE THE CITY MAY BE ENTITLED TO CLAIM UNDER TEXAS OR OTHER APPLICABLE LAW. 113 IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. 11.4 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, VAQUEROS, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT VAQUEROS' EXPENSE,BY OR THROUGH ATTORNEYS SATISFACTORY TO CITY. 11.5 Vaqueros agrees to notify City promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death, or damages on the Center. Vaqueros agrees to make its officers, agents, and employees available to City, at all reasonable times for any statements and case preparation necessary for the defense of any claims or litigation for which City may be responsible hereunder. Vaqueros shall place language in its contract with contractors that contractors shall notify City as required by Agreement in this subsection. 11.6 Notwithstanding anything to the contrary herein,this Section shall survive expiration or earlier termination of this Agreement. 12. INSURANCE 12.1 During the term of this Agreement, Vaqueros shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverages set forth in this section as well as any and all other public risks related to Vaqueros' performance of its obligations under this Agreement_ Vaqueros shall specifically obtain the following types of insurance at the following limits: 12.1.1 Workers' Compensation Insurance. Vaqueros shall maintain, and shall require any and all subcontractors to maintain, workers' compensation insurance in the minimum statutory amounts for all "employees" of Vaqueros or any subcontractor employed at the Soccer Facility or Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 12 of 24 the Park. Employer's liability shall be maintained at the following limits: (a) $1,000,000.00 each accident/occurrence (b) $1,000,000.00 disease per each employee (c) $1,000,000.00 disease policy limit 12.1.2 Commercial General Liability Insurance. Vaqueros shall maintain commercial general liability insurance with no exclusions in the policy in at least the minimum amount of: (a) $1,000,000.00 per occurrence (b) $2,000,000.00 annual aggregate limit 12.1.3 Automobile Liability Insurance. Vaqueros shall maintain automobile liability insurance in at least the minimum amount of: (a) $1,000,000.00 on a combined single limit Or (b) $250,000.00 property damage per occurrence and (c) $500,000.00 bodily injury per person per occurrence (d) A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired, and non-owned. 12.1.4 Commercial Property Insurance. Vaqueros shall maintain commercial property insurance covering the Soccer Facility itself in at least the minimum amount of: i. $250,000.00 per occurrence 12.2 Requirements Applicable to all Insurance 12.2.1 The City, its officers, employees, representatives, agents, and servants shall be endorsed as an additional insured on all insurance policies with the exception of workers' compensation. 12.2.2 Certificates of insurance shall be delivered to the Risk Management Division, 200 Texas Street, Fort Worth, Texas 76102, with a copy to the City of Fort Worth, Park and Recreation Depai meat, 4200 S.Freeway,Fort Worth, Texas 76115. 12.2.3 Each insurance policy shall be endorsed to provide the City a minimum thirty calendar (30) days' notice of cancellation, non-renewal, or material change in policy terms or coverage, provided, however, that ten (10) business days' notice shall be acceptable for cancellation due to non-payment of premium. 12.2.4 Insurers must be authorized to do business in the State of Texas and have a current A-M. Best rating of A: VII or equivalent measure of financial strength and solvency. 12.2.5 Deductible limits or self-funded retention limits on each policy may not exceed $10,000.00 per occurrence unless otherwise approved by the City's Risk Manager or that individual's designee("Risk Manager"). 12.2.6 In lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups for all required insurance coverages other than workers' compensation. Any alternative coverage must be approved in writing by the Risk Manager. 12.2.7 Workers' compensation insurance policies covering employees at the Soccer Facility and Park shall be endorsed with a waiver of subrogation providing rights of recovery Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 13 of 24 in favor of the City. 12.2.8 City shall not be responsible for the payment of the premium costs for any insurance that the Vaqueros is required to obtain under this Agreement. 12.2.9 Each insurance policy required under this Agreement shall be endorsed to provide that such insurance is primary protection and that any self-funded or commercial coverage maintained by City shall not be called on to contribute to loss recovery. 12.2.10 Upon request of City, Vaqueros shall ensure that City is provided with complete copies of all insurance policies required under this Agreement. 12.2.11 Unless otherwise stated, all required insurance shall be written on an "occurrence basis." If coverage is underwritten on a "claims made" basis, the retroactive date shall be coincident with or prior to the date of this Agreement, and the certificate of insurance shall state that the coverage is "claims made" and indicate the retroactive date. 12.2.12 Vaqueros liability shall not be limited to the specified amounts of insurance required herein. 12.2.13 Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. 12.3 Vaqueros shall be responsible for any contents of the Soccer Facility not owned by the City and for obtaining and paying for any insurance coverage therefor. 12.4 Without limiting any other liability of Vaqueros, Vaqueros shall be responsible for any and all acts or omissions of Vaqueros, its agents, employees, contractors, and subcontractors. 12.5 Throughout the Primary Term of this Agreement and any Renewal Term,Vaqueros shall report to the Risk Manager and the Director in a timely manner any loss occurrence that could give rise to a liability claim or lawsuit or that could result in a property loss. 13. ASSIGNMENT AND LIENS 13.1 Vaqueros may not sell, assign, or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the City. Any such attempted assignment without the City's consent shall be void. 13.2 Unless expressly permitted under this Section, the Vaqueros shall not do any act or make any contract that may be purported to create or be the creation of any lien on or any interest in the Soccer Facility or Park. Any act, contract, or lien attempted to be created in violation of this Section shall be void. Should any unauthorized purported lien on the Soccer Facility or Park be created or filed, Vaqueros shall, at its sole expense, liquidate and discharge same within ten (10) calendar days after notice from City to do so. In the event an unauthorized purported lien cannot be liquidated within ten (10) calendar days after notice from City,Vaqueros shall initiate proceedings to liquidate and discharge the same within the ten (10) calendar day period and shall zealously purse such proceedings to ensure liquidation and discharge within reasonable proximity to such deadline. 14. TBIRD PARTIES 14.1 Nothing in this Agreement shall be construed in any manner to create a cause of action for the Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 14 of 24 benefit of any person not a party to this Agreement or to create any rights not otherwise existing at law for the benefit of any person not a party to this Agreement. Nothing in this Agreement shall be deemed to constitute a waiver of any immunity or affirmative defense that may be asserted by the Vaqueros or the City as to claims of any third parry. 15. DISCR W NATION 15.1 In the performance of this Agreement and the operation of the Soccer Facility, Vaqueros shall not discriminate on the basis of race, color, creed, religion, gender, age, military status, handicapped status, disability, sexual orientation, national origin, or any other legally protected class of people. In addition, Vaqueros shall comply with all local, state, and federal laws, rules, and regulations pertaining to non- discrimination and equal opportunity in the areas of employment, subcontracting, and use of public facilities. 16. COMPLIANCE WITH LAWS AND REGULATIONS 16.1 In operating under this Agreement, Vaqueros agrees to materially comply with all applicable federal, state, and local laws, regulations, and ordinances, including all City ordinances, charter provisions, and rules, regulations, and requirements of the City's Police, Fire, and Code Compliance ("Legal Requirements"). 16.2 Vaqueros shall materially comply with all Park and Recreation Department regulations, policies, and specific requirements for the soccer program and shall coordinate with City staff with regard to use of the Soccer Facility. 16.3 Vaqueros will not knowingly do or suffer to be done anything on the Soccer Facility during the terms of this Agreement in violation of the laws, statutes, ordinances, rules, regulations, charter provisions, directives or requirements referenced in this Agreement. If the City calls the attention of Vaqueros to any such violation on the part of Vaqueros or any person employed by or admitted to Soccer Facility by Vaqueros, Vaqueros will immediately (or otherwise as soon as reasonably possible) desist from and correct such violation or vacate the Soccer Facility. 17. TAXES 17.1 Vaqueros acknowledges and agrees that it shall be solely responsible for paying all taxes assessed or imposed by any governmental entity in connection with its obligations under this Agreement. 18. FISCAL FUNDING 18.1 As to the City's performance of the obligations in this Agreement, the Vaqueros acknowledges and agrees that the City is a governmental entity, and because of statutory, constitutional, and City Charter provisions,the City cannot commit to the funding of its obligations described herein beyond each fiscal year. Therefore, any funding obligations of the City described herein are subject to and conditioned upon the City Council of the City of Fort Worth appropriating for each fiscal year sufficient funds to satisfy such obligations 18.2 If, for any reason, at any time during any term of this Agreement, the City Council fails to Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 15 of 24 appropriate funds sufficient for the City to fulfill all or part of its obligations under this Agreement or undertakes to sell or lease all or part of Park, the Parties shall negotiate in good faith in an effort to amend this Agreement and provide for continued use of the Premises by the Vaqueros without any expense to the City. If the Parties are unable to agree on terms of such an amendment, the City may terminate this Agreement ("Funding Termination")to be effective on the later of: (i)thirty (30) days following delivery by the City to Vaqueros of written notice of the City's intention to terminate or(ii)the last date for which funding has been appropriated by the City Council for the purposes set forth in this Agreement. 19. EXPIRATION AND TERMINATION 19.1 Termination Without Cause. This Agreement may be terminated by either Party, with or without cause, by providing the other Party with no less than six months' written notice prior to the intended termination date. 19.2 Termination For Cause. Either Party may terminate this Agreement immediately by providing written notice to the other Party in the event of. (i) either Party becoming subject to a bankruptcy proceedings; being adjudicated insolvent; failing to pay its debts generally as they become due; or seeking or acquiescing to appointment of any trustee, receiver, master, custodian, or liquidator; or (ii) failure by the other Party to perform any covenant, condition, or term of this Agreement and such defaulting Party fails to diligently pursue a cure thereof to its completion after thirty (30) calendar days' written notice specifying such failure of performance or default. The Party termiatimgthis Agreement for cause shall also be free to pursue any and all other legally available remedies against the other Party. 19.3 Surrender. Vaqueros shall peaceably and immediately give up and surrender the Premises and every part thereof to the City at the expiration or termination of this Agreement. 19.4 Duties FollowinZ Termination or Expiration. Prior to the effective date of expiration or termination of this Agreement, Vaqueros shall promptly remove any and all property owned by Vaqueros, including, but not limited to, personal property and advertisements. Vaqueros shall also repair, replace, and restore any Vaqueros-caused damage to the Soccer Facility, including,but not limited to, any damage that Vaqueros causes during removal of Vaqueros' property, to the full and complete satisfaction of the Director. If Vaqueros fails to Temove all of its property in a timely manner or otherwise complete all of its obligations hereunder, then the Director may, in its reasonable discretion, authorize limited access for a period to be determined by the Director. Vaqueros' use of the Soccer Facility under limited access in accordance herewith shall not invoke any additional extended period beyond that which already exists at the time that limited access is granted. 19.5 Failure to Comply with Post-Termination Duties. If Vaqueros fails to remove all or any part of the Vaqueros' property or to reasonably repair the Premises or Park as required hereunder, the City may, at its sole election, (i) remove the Vaqueros property and otherwise repair the Soccer Facility and Park and invoice the Vaqueros for the City's reasonable and actual costs and expenses incurred, such invoice to be due and payable within thirty (30) calendar days after being sent by City; or (ii) following no less than thirty (30) days prior written notice to Vaqueros, take and hold any Vaqueros property as City's sole property; or(iii) pursue any remedy at law or in equity available to the City. If Vaqueros fails to surrender the Soccer Facility to the City following termination or expiration, all liabilities and obligations of Vaqueros hereunder shall continue in effect until the Soccer Facility is surrendered. 19.6 Duties and Obligations to Survive Termination or Expiration. No termination or expiration shall release Vaqueros from any liability or obligation resulting from any event happening prior to the completion of all post-termination duties or, if later, the date on which the City exercises the last of its Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 16 of 24 available remedies for Vaqueros' failure to meet its post-termination duties. 19.7 Remedies. Any termination of this Agreement as provided in this Agreement will not relieve Vaqueros from paying any sum or sums due and payable to City under this Agreement at the time of termination that remains unpaid, or any claim for damages then or previously accruing against Vaqueros under this Agreement. Any such termination will not prevent City from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Vaqueros for any default under the Agreement. All City's rights, options, and remedies under this Agreement will be construed to be cumulative, and not one of them is exclusive of the other. City may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Agreement. 19.8 Maintenance Funds. Vaqueros shall have the right to retain all unexpended or unencumbered Maintenance Funds upon the expiration or early termination of this Agreement. 20. RIGHT TO AUDIT 20.1 Vaqueros shall keep complete and accurate records, books, and accounts according to customary and accepted business practices. Vaqueros agrees that the City or its representatives shall, until the expiration of three (3) years after expiration of this Agreement, have access to and the right to examine and photocopy financial records and supporting documentation directly related to the Vaqueros' use of the Premises. Vaqueros agrees that the City shall have reasonable access during normal working hours to all necessary Vaqueros facilities and shall be provided reasonably adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Vaqueros reasonable advance notice of intended audits. 20.2 Vaqueros further agrees to include in any subcontractor agreements hereunder, including but not limited to, design and construction contracts, a provision to the effect that the subcontractor agrees that the City shall (i), until the expiration of three (3) years after expiration or termination of the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers, and records of such subcontractor involving transactions to the subcontract, and (ii) have reasonable access during normal working hours to all subcontractor facilities and be provided reasonably adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Section. The City shall give subcontractor(s) reasonable advance notice of intended audits. 20.3 Notwithstanding anything to the contrary herein, this Section shall survive expiration or earlier termination of this Agreement. 21. - NOTICES 21.1 All notices required or permitted under this Agreement may be given to a Party personally, by facsimile, or by mail, addressed to such Party at the address stated below or to such other address as one Party may from time to time notify the other in writing. Any notice so given shall be deemed received when deposited in the United States mail so addressed with correct postage prepaid: CITY: VAQUEROS: Director Mark Snell Park and Recreation Department Fort Worth Vaqueros Soccer Academy 4200 South Freeway, Suite 2200 2570 Via Nice#635 Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 17 of 24 Fort Worth,Texas 76115 Fort Worth,Texas 76109 WITH COPY TO: City Attorney 200 Texas Street Fort Worth, Texas 76102 Either Party may change its address for the purpose of this Agreement by giving written notice of the changed address to the other Party as provided in this section. 22. INDEPENDENT CONTRACTOR 22.1 It is expressly understood and agreed that Vaqueros shall operate as an independent contractor as to all rights and privileges contained in this Agreement, and not as an agent, representative, servant or employee of the City. Subject to the terms of this Agreement, Vaqueros shall have the exclusive control of and the exclusive right to control all details and day-to-day operations and activities relative to its performance under this Agreement and shall be solely responsible for the acts and omission of its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Vaqueros acknowledges that the doctrine of respondeat superior shall not apply as between the City and Vaqueros or between the parties' respective officers, agents, servants, employees, contractors, subcontractors, licenses, or invitees. Nothing contained in this Agreement shall be construed as the creation of a partnership or joint enterprise between the City and Vaqueros. In the event of a dispute, any doubt as to the construction of this Agreement shall be resolved so as to maintain Vaqueros' status as an independent contractor. 22.2 The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. Vaqueros represents that all of its employees and contractors who perform services under this Agreement shall be qualified and competent to perform the services set forth herein. The Director reserves the right to refuse to permit any employee or contractor of Vaqueros from providing the services set forth herein for any reason, provided that if the conduct of the employee is correctable, such employee shall have first been notified of his or her objectionable conduct and shall have had the opportunity to correct it. SECTION 23. NATURE OF CONTRACT 23.1 It is expressly understood and agreed that this Agreement is a contract for the operation and management of the Soccer Facility, and not a lease or conveyance of any interest in the Soccer Facility or the Park, or any other City property. 24. CHOICE OF LAW AND VENUE 24.1 This Agreement shall be govemed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas -Fort Worth Division. 25. FORCE MAJEURE Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 18 of 24 25.1 If either party is unable,either in whole or part,to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections, riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers, parks, or other City-owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. Vaqueros hereby waives any claim against City for damages by reason of any such rescheduling or cancellation. 26. AUTHORIZATION AND REVIEW OF COUNSEL 26.1 By executing this Agreement, Vaqueros' agent affirms that he or she is authorized by Vaqueros to execute this Agreement and that all representations made herein with regard to Vaqueros' identity, address and legal status (corporation,partnership, individual, etc.) are true and correct. 26.2 The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits hereto. 27. GOVERNMENTAL POWERS 27.1 It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental immunities or powers. 20. WAIVER,HEADINGS, SEVERABILITY,AMENDMENTS 28.1 The failure of a Party to insist on performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of a Party's right to insist on appropriate performance or to assert any such right on any future occasion. 28.2 The section headings contained herein are solely for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 28.3 In case any one or more of the provisions contained in this Agreement are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be considered as if such invalid, illegal or unenforceable provisions were never contained herein. 28.4 No amendment to this Agreement shall be effective unless agreed to in writing and signed by both Parties. Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 19 of 24 29. COUNTERPARTS AND ELECTRONIC SIGNATURES 29.1 This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 30. ENTIRETY OF AGREEMENT 30.1 This instrument (including all attachments, schedules, and exhibits attached hereto) constitutes the entire understanding and agreement of the City and Vaqueros as to this Agreement. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with the terms and conditions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date, in Fort Worth,Tarrant County,Texas. CITY OF FORT WORTH FORT WORTH VAQUEROS SOCCER ACADEMY / By: By: S san Alams Michael Hitchcock Assistant City Manager Director Date: I Date: Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 62 e Name: T/�,.¢A/ TAS Title: APPROYEDS_ TO FORM AND LEGALITY Tyler F. WallaC Assistant Attorney ATT d' / V j Mary Kayse %'.• City Secreta M&C: C-28220 (May 2, 20 17) _ . .,. ���(� r iz/Z0J 9 Form 1295:2017-151415 1-7—-,)5�3(�74 --- Agreement Between the City of Port Worth and the Fort Worth Vaqueros Soccer Academy Page 20 of 24 1:11: r.40000014--- YU r. �y ji" #' �� z. '�.} Sycamar Pa rr �„�,•� ' t No 49 • v �6j T� t r s ' s - _ R Fy"�}- 0-„rates� y�" Jt "'r ,�: 'K•� .�'- - ;, #�ljf l �tt ti�l } a{ i r �S� -r.e ✓t $ `� S �CIIC � 1 e���i 3'. .,'r, _g�� •� �,ey� L'h�;. I T I f y � �: TSS"{''; ,�.�.r Y fi 7 ujT s ,. Zv RVI l rot�,4r rtr£- w.;��'s,1'� �.x -_ " ''�� ',�,�f `�r= - �:. �,r• ,i� , 7J.. i .- � •'1�;�}t 103 F� i ,�j a r 4 FY 3 S� f fey •[y F _ �����, I �� 4�1..v + 2:7 bAtk`.. 7 !f s� -'.";.c� c 1��r f 'at•• -.� �?l rA.t,_, T h` k a M�,,.. ,�,' � '� �Sj ",;gip ��a�' ��� •'��: �`'��' RAI ,44 .}.�. �} -ter !r ('P, w• _ r f :54 i. ,.5 1tq Ka 77 k +�i,� t�d}y � �'"l;r�•}�'�_�� � `�'-'-� iii h��r •.� � ?� Y • �Tou�c EXHIBIT C EFFECTIVE DATE AND PAYMENT SCHEDULE MEMORANDUM EFFECTIVE DATE AND PAYMENT SCHEDULE MEMORANDUM (sample only) THIS MEMORANDUM is made as of by - and between the CITY OF FORT WORTH, a home-rule Texas municipal corporation ("City") and the FORT WORTH VAQUEROS SOCCER ACADEMY(the "Vaqueros"), a Texas nonprofit corporation acting by and through its duly authorized Director Recitals: WHEREAS,City and Vaqueros are parties to that certain Agreement dated (the "Agreemennt") (City Secretary Contract Number for operation and management of a Soccer Facility at Sycamore Park. WHEREAS, the Agreement requires the City and Vaqueros to execute this Memorandum to memorialize the Effective Date of the Agreement per Section 2 of the Agreement and the Vaqueros' annual payment amount and schedule per Section 3 of the Agreement; WHEREAS, City has issued written confirmation to Vaqueros that construction of the Soccer Facility is completed and ready for occupancy; WHEREAS, City and Vaqueros desire to entire into this Memorandum confirming the Effective Date of the Agreement and the Vaqueros' annual payment amount and schedule. NOW, THEREFORE, City and Vaqueros agree as follows: 1. The actual Effective Date of the Agreement is 2. Beginning in the second contract year, Vaqueros shall remit an annual payment to the City of with such payments due and payable on or before the tenth(10") day of the beginning of each contract year. 3. Capitalized terms not defined'herein shall have the same meaning as set forth in the Agreement. CITY OF FORT WORTH FORT WORTH VAQUEROS SOCCER ACADEMY by: by: Name: Name: Title: Title: Date: Date: APPROVED AS TO FORM AND LEGALITY: Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 23 of 24 Tyler F.Wallach Assistant City Attorney ATTEST: Mary J.Kayser City Secretary No M&C required Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 24 of 24