The URL can be used to link to this page

Home My WebLink AboutContract 52130 CITY SECRETARY CONTRACT N0. 5 P.130 CONSTRUCTION AGREEMENT This CONSTRUCTION AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Jay Chapa, its duly authorized Assistant City Manager, and SHADE STRUCTURES INC. ("Contractor"), a foreign for-profit corporation authorized to do business in Texas and acting by and through John Saunders, its duly authorized President, each individually referred to as a "party" and collectively referred to as the"parties." RECITALS WHEREAS, this contract is being executed pursuant to BuyBoard Cooperative Purchasing Contract Number 512-16. The BuyBoard Contract requires a supplemental construction agreement between City and Contractor. AGREEMENT AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Construction Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Contractor's Proposal; 4. Exhibit C—Certificate of Insurance; 5. Exhibit D—Contractor Compliance With Workers Compensation Law; 6. Exhibit E—City's General Conditions; 7. Exhibit F—Contractor Contact Information; 8. Exhibit G—Schedule of Work; 9. Exhibit H—Draft Affidavit 10. Exhibit I —Draft Lien Release Exhibits A,B C, D, E, F, G, H and I which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. The "terms and conditions" listed in Exhibit A are void. In the event of any conflict between the terms and conditions of Exhibits B, C, D, E, F, G, H and I and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Contractor agrees to construct a Driving Track Canopy for City("Project")at the Bob Bolen Public Safety Complex, 515 W. Felix Street, Fort Worth, Texas. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. The Contractor agrees that the work herein contemplated shall consist of furnishing as an independent contractor all labor,tools appliances and materials necessary for the construction and completion of said project in accordance with the Agreement Documents, which Plans and Specifications and Agreement Documents are hereto attached and made a part of this contract the same as if written herein. The Contractor hereby agrees and binds himself to commence the construction of said work based on the schedule included in Exhibit"G"of this Agreement. 2. COMPENSATION. City agrees and binds itself to pay, and the said Contractor agrees to receive,for all of the aforesaid work, and for stated additions thereto or deductions there from, Seventy-Nine Thousand Four Hundred Fifty- Six and zero/100 Dollars($79,456.00), as reflected in the Proposal submitted by the Co A eement Between the City of Fort Worth Q� Shade Structures,Inc. Pagel RMORD ing Track Canopy G\ DS��4 ervices Agreement ET WORTH,TX attached and made a part hereof as Exhibit`B". Payment will be made in two separate installments. The first payment to be made by City to the Contractor will be for an amount of Fifteen Thousand Eight Hundred Ninety-One and 20/100($15,891.20)and will be due within ten(10)days after the execution of this agreement.The second payment will be for an amount of Sixty Three Thousand Five Hundred Sixty-Four and 80/100($63,564.80) and shall not be paid to Contractor by City until Contractor provides City with an notarized affidavit from Contractor indicating that all subcontractors have been paid for all labor,material,and supplies for the Project,and Contractor has provided City with notarized lien releases from all subcontractors indicating that: (1)the subcontractors have been paid in full by Contractor for labor and material supplied for the Project;and(2)the subcontractors release all claims against the City. Examples of the required affidavit and lien release have been attached as Exhibits"H" and"I"respectively. Further,Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing. 3. INSURANCE. The Contractor shall not commence work under this contract until it has obtained all insurance required under the Contract Documents,and the City has approved such insurance.The Contractor shall be responsible for delivering to the City the sub-contractors' certificates of insurance for approval.The Contractor shall indicate on its certificate of insurance included in the documents for execution whether or not its insurance covers subcontractors. It is the intention of the City that the insurance coverage required herein shall include the coverage of all subcontractors. a. WORKER'S COMPENSATION INSURANCE: • Statutory limits. • Employer's liability: • $100,000 disease each employee. • $500,000 disease policy limit. • $100,000 each accident. b. COMMERCIAL GENERAL LIABILITY INSURANCE: The Contractor shall procure and shall maintain during the life of this contract public liability insurance coverage in the form of a Commercial General Liability insurance policy to cover bodily injury, including death, and property damage at the following limits: $1,000,000 each occurrence and$2,000,000 aggregate limit. • The insurance shall be provided on a project specific basis and shall be endorsed accordingly. • The insurance shall include,but not be limited to, contingent liability for independent contractors,XCU coverage,and contractual liabil'ty. C. BUSINESS AUTOMOBILE LIABILITY: • $1,000,000 each accident. • The policy shall cover any auto used in the course of the project. d. BUILDER'S RISK OR INSTALLATION FLOATER: Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 2 of 72 Driving Track Canopy Services Agreement This insurance shall be applicable according to the property risks associated with the project and commensurate with the contractual obligations specified in the contract documents. e. EXCESS LIABILITY UMBRELLA: • $1,000,000 each occurrence;$2,000,000 aggregate limit. • This insurance shall provide excess coverage over each line of liability insurance required herein. The policy shall follow the forni(s)of the underlying policies. f. SCOPE OF INSURANCE AND SPECIAL HAZARD: The insurance required under the above paragraphs shall provide adequate protection for the Contractor and its subcontractors,respectively,against damage claims which may arise from operations under this contract,whether such operations be by the insured or by anyone directly or indirectly employed by it, against any insurable hazards which may be encountered in the performance of the Contract. g. PROOF OF CARRIAGE OF INSURANCE: The Contractor shall furnish the City with satisfactory proof of coverage by insurance required in these Contract Documents in the amounts and by insurance carriers satisfactory to the City.The form to be used shall be the current Accord certificate of insurance form or such other form as the City may in its sole discretion deem acceptable. All insurance requirements made upon the Contractor shall apply to the sub-contractors, should the Contractor's insurance not cover the subcontractor's work operations performed in the course of this contracted project. ADDITIONAL INSURANCE REQUIREMENTS: a. The City, its officers,employees and servants shall be endorsed as an additional insured on Contractor's insurance policies excepting employer's liability insurance coverage under Contractor's workers'compensation insurance policy. b. Certificates of insurance shall be delivered to the City of Fort Worth,contract administrator in the respective department as specified in the contract,prior to commencement of work on the contracted project. C. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation,non-renewal,and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. e. Insurers must be authorized to do business in the State of Texas and have a current A.M.Best rating of ANII or equivalent measure of financial strength and solvency. f. Deductible limits,or self-funded retention limits,on each policy must not exceed $10,000.00 per occurrence unless otherwise approved by the City. g. In lieu of traditional insurance,City may consider alternative coverage or risk Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 3 of 72 Driving Track Canopy Services Agreement treatment measures through insurance pools or risk retention groups.The City must approve in writing any alternative coverage. h. Workers'compensation insurance policy(s)covering er Lployees employed on the project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. i. City shall not be responsible for the direct payment of insurance premium costs for contractor's insurance. j. Contractor's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. k. In the course of the project, Contractor shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. 1. Contractor's liability shall not be limited to the specified amounts of insurance required herein. in. Upon the request of City, Contractor shall provide complete copies of all insurance policies required by these contract documents. Contractor shall apply for all City of Fort Worth Permits and for any other permits required by this project. City of Fort Worth Permit fees are waived. Separate permits will be required for each facility. If the Contractor should fail to complete the work as set forth in the Exhibit"A"Scope of Services within the time so stipulated,plus any additional time allowed as provided in the General Conditions,there shall be deducted from any monies due or which may thereafter become due Contractor, liquidated damages as set forth in the General Conditions. IN WITNESS WHEREOF, the City of Fort Worth has caused this _nstrument to be signed in three counterparts in its name and on its behalf by the City Manager and attested by its Secretary, with the corporate seal of the City of Fort Worth attached.The Contractor has executed this instrument through its duly authorized officers in three counterparts with its corporate seal attached. [SIGNATURE PAGE TO FOLLOW Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 4 of 72 Driving Track Canopy Services Agreement ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By: ��.�r— this contract,including ensuring all performance and Name: Jesus J. Chapa reporting requirements. Title: Assistant City Manager Date: By. 15� ( C � Name: Be McGibson APPROV RECOMMENDED: Title: Rejy arch&Planning Manager APPROVED AS TO FORM AND LEGALITY: By:' Nam : Joel F.Fitzgerald,PhD Title: Chief of Police By: ame: Thomas Hansen ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A By: �' orm 1295 Cert No.:N/A Name': Mary a's r Title: City Se retary d# CONTRACTOR: ,PIS r� SHADE STRUC 7* 2ZC_� ATTEST: By: By: Name: mn Name: ' 1At1, Title: VJtra i� 1 Title: ' - -O Dater Ili �i Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 5 of 72 Driving Track Canopy OFFICIAL RECORD Services Agreement CITY SECRETARY FT. WORTH,TX EXHIBIT A SCOPE OF SERVICES PROPOSAL- COVERED PARKING PROJECT BUY BOARD #512-16 Bryan Jamison December 4,2018 Fort Worth Police Department 350 W.Belknap Fort Worth.TX 76102 PROJECT DESCRIPTION VPS is pleased to offer the following proposal. VPS will design, engineer,fabricate, and erect the project detailed within this document. Pricing is valid for 30 days from the date listed above and includes delivery to the project site. PROPOSED COVERAGE TOTAL $79,456.00 Heritage Series Cantilever $75,206.00 -Heritage Series Cantilever structures coverage of approximately 23 standard parking spaces in sincere rows entry height 9' conceptual layout shown on VPS Drawing#CON-APR-041-1 i% Page 1000 -structures include provisions for electrical wiring4ighting(both to be done by others) Existing footing demo/pour-back $4,250.00 Demo of top 1%2'of existing footings(will not remove entire footing), capped immediately below grade, with concrete pour-back up to finished grade for(12)footing locations. Existing footing demo and pour-back will not includee a warranty. c -VPS HER40E CANTILEVER SINGLE ROW i VE111CLEPROTEMONSTRUCrURES I P11:1.8M887.4233 I VPSLPCOAI Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 6 of 72 Driving Track Canopy Services Agreement-Exhibit A North American Headquarters United States of America European Headquarter, VPS 04)97L943-582 PAYMENT TERMS A VPS Project Manager will progress-bill this project using an agreed upon Schedules of Values. All payments should be made payable to VPS' legal name, Shade Structures, Inc. SCOPE OF WORK DESIGN&ENGINEERING Included Excluded 1. Design&engineering forthis HDPE-based fabric structure project. ® ❑ 2. Design drawings and calculations,wet-sealed by a Professional Engineer. ® ❑ 3. Application for and acquisition of a building permit. ® ❑ 4. All fees related to the application and acquisition of a building permit. ® ❑ 5. Trenching and all work related to lighting and associated electrical connections.❑ 6. Design and/or engineering for gutters,downspouts,scuppers,or diverters. ❑ 7. Design and/or engineering for other site work or general contractor's work. ❑ 8. Design and/or engineering for any mechanical,electrical,lighting,sprinkler ❑ system,speaker system,or lightning protection system. STRUCTURAL MATERIALS 1. Fabricated, reinforced HailShield Ultra HDPE mesh fabrics with GORE®TENARAO thread;fabric color is TBD. 2. Powder-coated structural steel directly associated with these structures,down to and including the base plates; steel color is TBD. All field connections are to be bolted; no field-welding. 3. Galvanized hardware&tension cables 4. Rebar-reinforced concrete foundations with anchor bolts. PROJECT SCHEDULE 1. Following our receipt of a fully executed Contract or Purchase Order, a formal project schedule will be provided by the assigned VPS Project Manager within 15 calendar days. 2. The timeline will assume typical turnaround times for our departments and weather favorable for construction. VEHICLE PROTECTION STRUCTURES I PH:1-866.887.4233 1 VPSLP.COM Agreement Between the City of Fort Worth and Shade Structures, Inc. Page 7 of 72 Driving Track Canopy Services Agreement—Exhibit A I North American Headquarters European Headquarters V?S (,34)971.941582 PROJECT CONSTRUCTION VPS will be responsible for providing complete construction services for this project, from initial mobilization through final approval. For this specific project,VPS assumes: 1. The areas designated for our structures will be accessible by drive-up for unloading of our trucks and construction equipment, including boom lifts, forklifts, etc. 2. We require the ability to perform all of our work with clear,sequential, and continuous access without interruption during normal daytime working hours. We have assumed 2 mobilizations for the installation of foundations,structural steel, and fabric. If additional mobilizations are required, additional charges will apply. We require exclusive access to the applicable work area(s)during our construction process. 3. Adequate lay-down area(s)for our materials, equipment,and tools within close proximity to the applicable work area(s)will be provided,free of charge. 4. We will leave the work area(s) in a clean condition at the conclusion of this project. Any additional cleaning that may become necessary will be the responsibility of othe rs. 5. VPS shall be reimbursed for work stoppage or delays caused by other parties. 6. Barricades and public security requirements, should they be required,are not included. COMPREHENSIVE WARRANTY 1. From the date of substantial completion,we provide a 1-year workmanship warranty. 2. HailShield Ultra HDPE mesh fabrics with GORE®TENARA.0 sewing thread carry a full 8-yearwarranty. This provides coverage againstfailure from significant fading, deterioration, breakdown, mildew, heat, cold,or discoloration. Should a fabric require warranty replacement,VPS will fabricate and ship a new fabric at no cost 3. This warranty shall be void if damage to the fabric is caused by contactwith chemicals, misuse,vandalism, any Act of God(e.g.tornado etc.), including but not limited to, ice, snow, or wind in excess of the building code:. 4. Fabrics are only warranted for wind/gust/snow loads as per the local building code. VEHICLE PROTECTION STRUCTURES I PH:L866.887A233 I VPSLP.COM Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 8 of 72 Driving Track Canopy Services Agreement—Exhibit A North American Headquarters European Headquarters VPS (,34)971,943382 5. Our structures are designed to eliminate friction between the rafters and fabric. The fabric will wearltear should any object be placed between the steel and fabric. This warranty will be void ff any modification or attachment is made to the steel structure(s). & Freight, as well as labor for the removal and installation of fabrics,will be covered for a period of 1 year,where the structures supplied and installed by VPS are defective. In all cases where the structures are not installed by VPS or its agents, freight and all labor for the removal and installation of fabrics will be at the Owner's expense and the warranty will only be applicable to defective materials. 7. VPS does not guarantee that any particular fabric color will be available for any period of time, and reserves the right to discontinue any color for any reason,without recourse by the Owner of the discontinued fabric color. B. Freight, as well as labor for the removal and fabrication of fabrics with damage due to GORE®TENARAO sewing thread will be covered for a period of 1 year in instances where VPS has fabricated the fabric top(s). VPS provides no warranty for fabrics it has not fabricated and supplied. 9. Structural steel integrity is warranted for 10 years,with surface finishes warranted for 1 year. This warranty shall be void if steel damage is caused by misuse,vandalism, and any Act of God(e.g.tornado, etc.), including but not limited to, ice, snow,or wind in excess of the building code. 10.Should the Owner sell this property to another entity,this warranty cannot be transferred without a complete on-site inspection performed by a VPS Construction representative. Please contact your VPS representative for further details. TERMS&CONDITIONS 1. By executing this proposal,or submitting a purchase order pursuant to this proposal(which shall Incorporate the terms of this agreement specifically by reference)which is accepted by VPS,("Compan)'),the purchaser Identified on Page 1 of this proposal("Purchaser)agrees to purchase vehicle protection structures and the services to be provided by Company,as detailed in this proposal,or in the relevant purchase order accepted by Company,for use by Purchaser,or for installation by Company or Purchaser on behalf of a third-party who will be the ultimate owner of the structures(the ultimate owner of a structure,whether Purchaser or a third-party, being the"Owner. 2. Purchaser has 15 days from receipt of goods to file a short ship claim,in writing,to its VPS representative. Company will not honor claims made after this time. 3. If Purchaser will use or provide the structures and services for an Owner other than Purchaser(including,without limitation,as a subcontractor of Purchaser),Purchaser will Include this statement to Purchasers contract with Owner: 'The manufacturer's warranty for these structures is a separate document between VPS and the ultimate owner of the structures,which will be provided to said owner at the time of completion of construction and other VEHICLE PROTECTIONSTRUCrURES I PH:1.866.887.4233 I VPSLP.COM Agreement Between the City of Fort Worth and Shade Structures, Inc. Page 9 of 72 Driving Track Canopy Services Agreement—Exhibit A European Headquarters VPS ('34)971.943.582 INorth American Headquarters Spain services to be provided by VPS. Due to surety requirements,any performance and/or payment bond will cover only the first year of VPS'warranty." 4. Upon request by Owner,Company will Issue appropriate partial lien releases as corresponding payments are received from Purchaser,but prior to receiving final payment from Purchaser or Owner. Company will provide a full release of liens upon receipt of final payment. in accordance with state laws,Company reserves the right to place a lien on the property If final payment has not been received 10 days prior to the filing deadline for liens. 5. Company is not required to provide any Insurance coverage in excess of Company's standard insurance. A copy of Company's standard Insurance is available for your review prior to acceptance ofthis proposal. 6. Owner shall provide Company construction crews access to the job site Monday thru Friday,Bam-6pm,on normal weekdays. Company is allowed access to Owner's water and electrical fac:ililies during installation. Company assumes Owner will move applicable vehicles prior to Installation. In the event the job she is not suitable or ready for installation to begin on schedule,a Delay of Order notification must be sent to Company at least 7 working days prior,In order to allow Company to reschedule the project. In the event that Company is not notified,and Incurs an expense In attempting to execute construction,a remolbilization charge may be charged to Owner. 7. Price quoted is based on a drilled pier fooling unless otherwise stated. Any variation(e.g.spread footing will incur additional charges. Where foundations are done by others,Company will provide engineering,at the base plates,and base plate detail drawings. Owners Structural Engineer Is responsible to determine and approve the s¢e and shape of foundations,as well as the length and shape of the anchor baits. Company requires Owner to provide an"as-built"survey of all anchor bolts prior to fabrication. If appropriate tolerances are not held In placing the anchor bolts,etc.,resulting in re-engineering/re-work,there will be additional costs,which will be detailed In a Change Order. Costs for foundations and construction do not include allowances for extending below frost tines,additional costs for which vary by geographic area. 6. Terms of payment are defined in the"Payment Terms"section of this proposal and are specific to this agreement. For purposes of this agreement,"Completion"Is defined as being the point at which the structures are suitable for the Intended use,the Issue of an occupancy consent,or a final building department approval is Issued,whichever occurs first. In any event where"Completion"cannot be effected due to delays or postponements caused by Purchaser or Owner,final payment Qess 10%retainage)Is due within 30 days of the date when"Completion"was scheduled,had the delay not occurred. All payments must be made payable to Shade Structures,Inc.(VPS'legal entity),and matted to PO Box 734150,Dallas TX,75373-4158. If Purchaser or Owner falls or delays in making any scheduled milestone payments,Company,may suspend the fulfillment of Its obligations hereunder until such payments are made,or Company may be re'ieved of its obligations hereunder if payment Is more than 60 days past due. Company may use all remedies available to it under current laws,including but not limited to riling of liens against the property and using a collection agency or the courts to secure the collection of the outstanding debt. 9. The price quoted in this proposal Is based on standard wage rates. If your project is to specify prevailing wages, such as those required under the Davis-Bacon Act,an adapted proposal will need to be discussed,authored, and agreed to between Company and Purchaser. 10. Typically by way of AutoCAD.dwg file,Owner must provide Company with a detailed"as-built"site plan,along with directions as to exactly where the structures are to be installed,as well as detailing any Impediments that may cause difficulty during construction. Any fixture(s)that the structures are to be installed around must also be detailed,along with peak heights of applicable). Company will notify Owner of th a construction dates once scheduled. Owner,or their designee,agrees to meet Companys construction fci-eman at the job site to verify the location(s)where the structures are to be placed. 11. Concealed conditions include,without limitation,water,gas,sprinkler,electrical;and sewage lines,post-tension cables,and steel rebar. This proposal Is based solely on observations Comparrf was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If VEHICLEPROTECTIONSTRUcrURES I PH:1.866.687.4233 i VPSi.P.COM Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 10 of 72 Driving Track Canopy Services Agreement—Exhibit A rs rA3 North American Headquarters GM)971943.582 additional Concealed Conditions are discovered once work has commenced,which were not visible at the time this proposal was bid,Company Y411 stop work and Indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any addillonat work. in arty event,any damage caused by,or to,unforeseen Concealed Conditions Is the sole responsibility of the Purchaser,and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain anywaler,hard rock(such as limestone,caliche,etc.),rocks bigger than 4"in diameter,or any other condition that will require additional labor,equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor,equipment and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. 12. This proposal does not Include allowance for moving/repairing underground uluay lines(le.electrical,telecom, gas,water,spriniders)that may be encountered during construction. Any cost(s)Incurred as a result of hard rock conditions requiring extra equipment,or for utility removal/repair resulting in delay,is the Owner's responsibility,unless they are detailed on as-built drawings,or marked on the ground_ 13. During the course of this project.Purchaser may order changes In the work(both additions and deletions). The cost of these changes will be determined by Company,and a Change Order form must be completed and signed by both Company and Purchaser,and will detail the"General Scope of the Change Order". Should any Change Order be essential to the completion of the project,and Purchaser refuses to authorize such Change Order,then Company will be deemed to have performed its part ofthe project,and the project and services will be terminated. Upon such termination,Company will submit a final billing to Purchaser for payment,less a labor allowance for work not performed but Including additional charges incurred due to the stoppage. No credit wil be allowed for materials sold and supplied,which will remain the property of Purchaser. 14. Company shall not be charged with any loss/damages for failure or delay In delivering or construction of the structures,when such failure or delay is due to any case beyond the control of Company,or due to compliance with regulations or orders of any federal,stale or municipal government,or due to Acts of God,strikes,lockouts, slowdowns,wars,or shortages In transportation,materials or labor. 15. The fabrication and construction of the structures may be performed by subcontractors,under appropriate agreements with Company. 16. Company relies on Owner to determine that the structures ordered are appropriate and s afe for the construction site and/or Intended use. Company is not responsible for damages or Injuries resulting from collisions by moving objects or persons with the structural members. 17. Company foundations are poured and finished with typical commercial grade concrete. Due to vendor mixing practices,climatic variances during pouring/curing,weathering of concrete,etc,we do not attempt to match concrete color to that of the surrounding surface. 18. Purchaser/Owner are reminded that this Is a full construction project. Due to the size and weight of our steel structural members,it Is often necessary for us to utilize heavy equipment during construction. Surface and/or turf protection is not included for this project. Should that type of protection be required by Purchaser/Owner,a Change Order will be required to delineate the costs and any related time delays. 19. On very rare occasion,Company may be unable to acquire a building permit for a given project. This is typically due to plat and or site plan discrepancies between Owner and their local municipality. If this occurs,Company will refund Owners deposit,minus site survey and engineering work Company has performed to that point. 20. If Company provides light fixtures as part of this proposal,those products will be covered by the applicable fixture manufacturer and their warranty. There is no implied warranty for any electrical work for this project. VEHICLE PROTECTION STRUCTURES I PH:iSM887.4233 i VPSLP.COhi Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 11 of 72 Driving Track Canopy Services Agreement—Exhibit A � ' �Unitd ,North American Headquarters a u 1 , ProtEuropean Headquarters 0 � 2 21. This agreement creates no third party rights or obligations between Company and any other person,including any Owner who Is not also a Purchaser. It is understood and agreed that the,parties do not Intend that any third party should be a beneficiary of this agreement. 22. Any controversy or claim arising out of,or related to,this proposal must be sallied by binding arbitration administered by the American Arbitration Association,and In accordance with the construction Industry arbitration rules. Judgment upon the award may be entered In any court having jurisdiction thereof. 23. Limitations of Liability Company warrants that all Company-supplied labor and services will be performed in a good and workmanlike manner. No other warranty Is implied,and repair or replacement is at Company's discretion. The warranty will be void if regular cleaning and maintenance is not performed. This is critical,particularly in regions where sand and dirt may cause abrasion of the fabric. The warranty is void if any changes,modifications,additions,or attachments are made to the structures without Companys prior written consent. No signs,objects,ornaments,fans,light fixtures,or decorations may be hung from the top part of the structure,unless specifically designed and engineered b,1 VPS. These items can Interfere with the fabric causing the warranty to be voided. The warranty set forth in this proposal will be Purchaser's sole and exclusive wa•ranty,and Is void If structures are not paid far in full. The warranty will run from the date of substantial completion by Company. Purchaser's sole remedy for a breach of the warranty set forth in this proposal w II be the re-performance of the services,or if that is not possible or practical,the refund of the price of the services that breached the warranty. Purchaser shall notify Company In writing detailing any defects in service for which a warranty claim Is being made. COMPANY SHALL NOT IN ANY EVENT BE LIABLE FOR INDIRECT,SPECIAL,CONSEQUENTIAL, INCIDENTAL PUNITIVE OR LIQUIDATED DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THIS PROPOSAL,WHETHER BASED IN CONTRACT,TORT(INCLUDING NEGLIGENCE).INTENDED CONDUCT OR OTHERWISE,INCLUDING WITHOUT LIMITATION,DAMAGES RELATING TO THE LOSS OF PROFITS,INCOME OR GOODWILL,REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY S LIABILITY FOR MONETARY DAMAGES UNDER THIS PROPOSAL EXCEED THE FEES PAID OR DUE AND PAYABLE FOR THE SERVICES UNDER THIS PROPOSAL(OR THE RELEVANT PURCHASE ORDER). EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS PROPOSAL,COMPANY MAKES,AND PURCHASER RECEIVES,NO WARRANTIES OF ANY KIND,EXPRESS,IMPL'I ED OR STATUTORY,ARISING OUT OF,RELATED TO,OR UNDER THIS PROPOSAL,AND SPECIFICALLY DENIES THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. FURTHER, EXCEPT AS EXPRESSLY SET FORTH HEREIN,COMPANY ACKNOWLEDGES THAT THE STRUCTURES AND SERVICES PROVIDED HEREIN ARE PROVIDED"AS IS"WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT THAT THE STRUCTURES OR SERVICES WILL MEET YOUR REQUIREMENTS OR THOSE OF THE OWNER. For all structures installed by Company,Purchaser must sign and return the"Customer Checklist and Sign-off' form to Company within ten(10)business days from the construction completion date,or Company will not be held responsible for any warranties defined in this proposal or any damage to the structure(s). The general warrantywlll also be considered void until this checklist Is received by Company. When applicable,the warranties for the structures will be contained in a separate document between Company and the ultimate Owner of the structures,which will be provided to Owner at the!lime of completion of the work. VEHICLE PAOTECTIONsTRUCTURES I PH:1.866.687.9233 I VPSLP.COhl Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 12 of 72 Driving Track Canopy Services Agreement—Exhibit A North American Headquarters 8505 Chancellor Row.Dal,.,TX 7524 7, United States of Amu rica European Headquarters VFA3 Calle �0 ADDITIONAL COMMENTS 1. Any changes or services outside this form of agreement may affect the price, scope of work, and schedule. 2. Any deviations from the drawings or specifications without mutual consent by both VPS and the Owner will be subject to a Change Request/Change Order. Change orders will be invoiced, as required. 3. Payment will be made in U.S. Dollars at the time of payment. 4. Performance bonds, payment bonds,and associated fees are specifically excluded. 5. Due to surety requirements,any performance bond that may be required will cover only the first year of this warranty. The warranty will be a separate document between VPS and the Owner. Upon completion of work,VPS will execute the warranty outlined in this proposal. VEHICLE PROTECTION STRUCTURES I PH:1.866.887.4233 1 VPSLP.COAI Agreement Between the City of Fort Worth and Shade Structures, Inc. Page 13 of 72 Driving Track Canopy Services Agreement—Exhibit A North American Headquarters United States ofAraerica 86G UMSHADE European VrIN3 (+34)971.943.S82 He M �. AGREEMENT AUTHORIZATION This proposal/agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties not contained in this agreement are not part of it. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including and without limitation,any statements as to the structures,warranties, or services provided hereunder. Purchaser may not assign this agreement, by operation of law or otherwise,without the prior written consent of Company. The agreement shall be binding upon, and insure to the benefit of the Company and Purchaser,their successors and permitted assigns. Sincerely, Jennie Mocek Regional Manager For Jennie Mocek For Company: Owner: Signature: SEE( Signature: Date: December 4,2018 Date: VEHICLE PROTEMONsTRucrURES I PH:1.866.88-1.4233 i VPSV..COA1 Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 14 of 72 Driving Track Canopy Services Agreement—Exhibit A |/ [\ �k ° t . § k ;LU w § /\ | __�__ j " `| s � ! k §!ccw b; §)0u 02 ® �\ � §§„ h� 0 r /q { 2] 2 to,! r. o § 5 | � ^ /§ )) Ln �( � )� I \ C14 §/ ® §e in & ca � IL ? ® � m / 0 © U ( / � ƒ Q � # I ( _ { § 22 ( [ LL ) � - } §s k ¢ \ & / _ o /2 _2§ §a) /� ( \ �§\ M . . . .,, \ kM cm a) .z m°c < EXHIBIT C CERTIFICATE OF INSURANCL. CERTIFICATE OF LIABILITY INSURANCE DATOir-wDYt'YYY) M rmta THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER c IMPORTANT:If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may inquire an endorsement.A statement on this N: certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Aon Risk services Central, Inc. NAM@ St. Louis NO Office .Nd.E>.t: (BG6)2B3-7J12 f0X (BOO)363-OLDS 9 NP. 4220 Duncan Avenue E4WL suite 401 ADDRESS: _ so St Louis MO 63110 USA INSURER(g)AFFORDING COVERAGE NA1C N INSURED INSURER fc Everest National Insurance CO 10120 shade Structures, Inc. INSURER B: Pennsylvania Manufacturers' Assoc Ins Co 122,62 d/b/a USA SHADE&FABRIC STRUCTURES INSURER Allied world National Assurance Cam an 1069C 8505 Chancellor Raw _ p y Dallas TX 7S247 USA NSURERD. INSURER E INSURER F: COVERAGES CERTIFICATE NUMBM.570074929098 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Umhs shown are as re uestsd INSR TYPE OF INSURANCE INSE POLICY NUMBER ryy DAITS A x ccMVAERCULL GENERAL LIABILITY R GL ffi1 ,1 "6 EACH OCCURREJCE S1,000.000 CIJUMLSMVIOE QoeCVR PRERASES Esc,—,ronce S300,000 X Xcu net Auc1 LIED ENw(Any Awe pamon) FJcol uded PERSCNAL&ADV INJURY $1,000,000 q GEIMACGREGATE UMD APPLIES PER: GENERALAGGREGATE $2,000,006 m POLICY M J nX LOC PRODUCTS-COMPICPAGG SZ,000,000 OTHER: Dcducdbk S25,000 a AUTOMOBILE LIAwLarY Y Y 151800 0652321 101011201810/01/:!019 COMBINED SINGLE L-1 SL,000,000 X ANYAUTO BODaY NI,NRY tear P,Ane^) Z O",IED bTr•-DULED BODILYINJUP.Y(Peroccidenp AUrOS ONLY AUTOS PR X IIIRCOAUTOS X NONOWHEDrOPEATY DAMAGE ONLY AUTOS ONLY Cbedbn Dedur b S1,oOO m O X UMeRELU LIAB X OOCUR 03115344 10/01/20LB 10/01./2019 EACHOCCURRENCE 55,500,005 f? ExCE CUIMSMALE AGGREGATE $5,000.006 LIED X REr@rfK7N f10,000 B WORI�RS COMPENSATION AND Y WC2018750652321 10/01/201810/01/7',019 x �nTUT OTF4 EMPLOYERS'LIABILITY ANY PROPRIETOR I PARTNER JEXECIlTNE YIN E.L.EACH ACCIDETIT $1,000,000 OFFICERMEMBEA EXCLUDED? N NIA (F dafoy b NH) E.LOSEASEFAEMPLOYEE $1,000,000 DEI�Pnoti OF OPERATICtIS below EL DSEASE-POLICY LIMIT S1,000,000— IIl Q� DESCRIPTION OF OPERATIONS LOCATIONS!VEMCLEE(ACORD 101.Addbbnel Ramarin Sehedub,may be otbeMad N mon apoed N ngafnd) The per location aggregate is subject to a ppolicy cap of $10,000,000. RE: Driving Track canopy located at SOS w. Felix y� street, Fort worth, Texas. The General Liability (ongoing&completed operations) &Automobile Liability policies include a i blanket Additional Insured endorsement The City, its officers, employees and servants that provides this feature only when i there is a written contract with the Named insured that requires such status as required by written Contract. Umh re la y,U Liability is Follow Form. General Liability insurance is Primary and Non-Contributory. The General Liability, Automobile Liability and workers' Compensation policies include a blanket waiver of subrogation endorsement that provides this feature only when there is a written contract with the Named Insured that requires such status. CERTIFICATE HOLDER CANCELLATION 514OULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,140TK'E?ALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Fort worth AUTHORRED R@RESEMATWE 200 Texas street Fort North TX 76102 USA (C150_� �///�j/' `/�i'/'� ,� r J CJ�falq AIL�o'r VOt.'PJdtidsl �M1XCR(A V ma 01988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACC)RD Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 16 of 72 Driving Track Canopy Services Agreement—Exhibit C AGENCY CUSTOMER ID: 5 7000005 263 3 LOC it., '4�o ADDITIONAL REMARKS SCHEDULE Page _of_ AGENCY NAMED INSURED Aon Risk services Central, Inc. shade structures, Inc. POLICY NUMBER see certificate Number: 570074929098 CARRIER NAIC CODE See Certificate Number: 5 700 7492 909 8 EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. POI.IC1 1'0LICv LXSR T1rEOk LNSL7tAiK'! `�]YS RL SL�BIt CTR PI(.'1'NLTLDt1i F}}'ECl'IVk; kl'i'11NT"ION LmIITS f.TU N'1'rl OL AWE 11WE ()01MMN1'Y) (AIAVD(YY1'1'1 AUTOMOBILE LIABILITY B Y Y 151800 0652321 10/01/2018 10/01/2019 conprehensiv $1,000 e Deduce ACORD 101(2006n11) ®2008 ACORD CORPORATION.All rights--ed. The ACORD dame and logo are registered marks of ACORD Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 17 of 72 Driving Track Canopy Services Agreement—Exhibit C AGENCY CUSTOMER ID: 570000052633 LOC it: ADDITIONAL REMARKS SCHEDULE Page _of_ AGENCY NAMED INSURED Ann Risk Services Central, Inc, shade Structures. Inc. POLICY NUFASM See certificate Number: 570074929098 CARRIER HAIL nODr See Certificate Number: 570074929098 EFFECT YEDATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance comparies Affording ccverace Ins:OPUNMMDINCTUMON IY1LtCY ND)fUER Policy Policy CO)p11NT' \RTC r1iNL1RY PEIiCFA710E F1TFC"T, FNM%TTON DATY. DATE hrll OF ()1 aDD1MFTTTI ()T)DDDn'1TT) FT.AC RISK umbrella Liability 0311.5344 10/1/2018 0/1/2019 Allied World National 10690 Y 100 Assurance Company Business Auto Coverage 151800 0652321 10/1/2018 0/1/2019 Pennsylvania manufacturers' 12262 Y 100 Assoc Ins Co General Liability RCSGL00084181 10/1/2018 0/1/2019 Everest National Insurance Co 10120 Y 100 Coverage workers compensation - WC2018750652321 10/1/2018 0/1/2019 Pennsylvania manufacturers' 12262 Y 100 Casualty Assoc Ins Co Via slaw rib_aZ nder--raets of ifsur to v1!;ch tl=y s--=s .iv arc s0%mrv2 and not joint and aro limitnd scleiy to 4-e::ccat of tkeir iadi vidr:al ar=scriFtions. ra:2Ub=XjtU'.q 'asu_e are not reapoasitve for the SL!.Sc-ricticn of any w-avbwrTb!ng=rscrer who :or a:! rnasor. dzu noc satisfy ail or parr. oP irs ob;.: riors. ACORD 101(200111M) 020tm ACORD CORPORATION.All rights reserved. The ACORD name aml logo am reglstemd marks of ACORD Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 18 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER:RCBGL00084181 COMMERCIAL GENERAL LIABILITY ECG 20 506 04 02 THIS ENDORSEMENT CHANGES THE COVERAGE PART. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN AWRITTEN AGREEMENTWITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an Insured any person or organization with whom you have a written agreement that such person or organization be added as an additional insured on your Coverage Part. Such person or organization is an additional insured only with re- spect to liability arising out of your operations. The insurance afforded by this endorsement shall only include the Insurance required by the terms of the written agreement and only to the extent cov- ered within the terms of this Coverage Part. The Limits of Insurance shall be the lesser of the Limits of Insurance required by the written agree- ment between the parties or the Limits of Insur- ance provided by this Coverage Part. ECG 20 506 04 02 includes copyrighted material of Insurance Services Office,Inc., Page 1 of 1 ❑ with its permission. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 19 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER:RCBGL00084181 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreemem that this Insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the This Insurance is primary to and will not seek additional insured. contribution from any other insurance available to an additional Insured under your policy provided that: (1) The additional Insured is a Named Insured under such other insurance;and CG 20 01 0413 ®Insurance Services Office,Inc.,2012 Page 1 of 1 AW NT COPY Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 20 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER:RC8GL00084181 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional insured Person(s) Or Organization(s) Locations Of Covered Operations ANY PERSON OR ORGANIZATION INSURED REQUIRING SUCH PERSON THAT ENTERED INTO A WRITTEN (S)OR ORGANIZATION(S)TO BE CONTRACT WITH THE NAMED NAMED AS AN ADDITIONAL INSURED WITH RESPECT TO THE NAMED INSURED'S PERFORMANCE OF OPERATIONS AT ANY LOCATION ON BEHALF OF SUCH PERSON(S) OR ORGANIZATION 5. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s)shown in the Schedule,but only with respect to liability for"bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by: 1. Your acts or omissions;or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional Insured only applies to the extent permitted by law;and 2. if coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 2010 0413 ©Insurance Services Office,Inc.,2012 Page 1 of 64 Ar-H,COPY Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 21 of 72 Driving Track Canopy Services Agreement—Exhibit C B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to"bodily injury"or"property damage"occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service,maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed,or 2. That portion of'your work'out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 2 of 54 ©Insurance Services Office,Inc.,2012 CG 2010 0413 ;vu c_•ry Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 22 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER:RC8GL00084183 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION ANY LOCATION FOR WHICH THE THAT ENTERED INTO A WRITTEN NINIED INSURED'S WORK WAS CONTRACT WITH THE NAMED PERFORMED FOR SUCH PERSON(S) INSURED REQUIRING SUCH PERSON OR ORGANIZATION(S) FOR ANY (S) OR ORGANIZATIONS) TO BE COMPLETED OPEP-ATIO14S : AHED AS AN ADDITIONAL, INSURED CURE INC ANY LOCATION FOR NIHICH THE ^ORNrRSTOidG REAL £STATE IAN1I i) INSURED'S WORK WAS ADVISERS, LLC PERFORMED FOR SUCH PERSON(S) CRIF PACIFIC VISTA LLC OR ORGANIZATION(S) FOR ANY TEXAS A & M UNIVERSITY COMPLETED OPERATIONS li HOVNANIAN THE SUFFOLK CONSTRUCTION CO COMPANY THE FEDERAL CCRC PROPERTY CORP THE KORTE COIMPAINY OR JOTI4T ANY LOCATION FOR WHICH THE VENTURE AND OWNER OF NAME:) INSURED'S WORK WAS SUMMERLTN VILLAGE 20 PERFORMED FOR SUCH PERSON(S) COMMUI4 T IPY PARK (VISTA POOL OR ORGANIZATIONS) FOR ANY JOB # 53830) COMPIETED OPERATIONS THE CITY OF NEWPORT BEACH,ITS OFFTCERS, EMPLOYEES AND VOLUNT EERS THE. CITY OF LOS ANGELES DEPARTMENT OF RECREATION AND PARES Information required to complete this Schedule if not shown above will be shown in the Declarations. CG 20 37 04 13 ®Insurance Services Office,Inc.,2012 Page 1 of 4 AAPM r Y Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 23 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER:RC8GL00084181 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s Location And Descri tion Of Completed Operations JEFFERSON PLATINUM TRIANGEL LLC Any location for which the Named Insured's work was JPI CALIFORNIA CONSTRUCTION LLC performed for such person(s)or organization(s)for any MOSS&ASSOCIATES LLC completed operations. HUNT BUILDING COMPANY LTD HUNT PENDELTON DESIGN/BUILDERS LLC Any location for which the Named Insured's work was HUNT LINCOLN CLARK FAMILY COMMUNITIES LLC performed for such persons)or organization(s)for any HUNT ELP LTD completed operations. DEPARTMENT OF THE NAVY Any location for which the Named Insured's work was LINCOLN PROPERTY COMPANY performed for such person(s)or organization(s)for any CLARK ENTERPRISES INC completed operations. AINSA HUTSON LLP Information required to complete this Schedule if not shown above,will be shown in the Declarations. A. Section II—Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional Insured the person(s)or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused,in whole or in part,by required by a contract or agreement, the most we `your work' at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement;or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law;and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 0413 ®Insurance Services Office,Inc.,2012 Page 2 of 4 Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 24 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER:RC8GL00084181 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations THE CITY OF WALNUT CREEK,ITS OFFICERS, Any location for which the Named Insured's work was DIRECTORS,EMPLOYEES,AGENTS AND performed for such person(s)or organization(s)for any VOLUNTERS completed operations. ANY PERSON OR ORGANIZATION FOR WHOM Any location for which the Named Insured's work was YOU ARE PERFORMING OPERATIONS WHEN YOU performed for such person(s)or organization(s)for any AND SUCH PERSON OR ORGANIZATION HAVE completed operations. AGREED IN WRITING IN A CONTRACT OR WRITTEN AGREEMENT THAT SUCH PERSON OR ORGANIZATION BE ADDED AS AN ADDITIONAL INSURED ON YOUR POLICY;AND ANY OTHER PERSON OR ORGANIZATION YOU Any location for which the Named Insured's work was ARE REQUIRED TO ADD AS AN ADDITIONAL performed for such person(s)or organization(s)for any INSURED UNDER A WRITTEN CONTRACT OR completed operations. WRITTEN AGREEMENT DESCRIBED IN THE PARAGRAPH ABOVE Information required to complete this Schedule if not st»wn above will be shown in the Declarations. A. Section If—Who Is An Insured is amended to 2. If coverage provided to the additional insured is include as an additional insured the person(s)or required by a contract or agreement, the organizabon(s) shown In the Schedule, but only insurance afforded to such additional insured will With respect to liability for "bodily injury" or not be broader than that which you are required "property damage"caused,in whole or in part,by by the contract or agreement to provide for such 'your work' at the location designated and additional insured. described in the Schedule of this endorsement performed for that additional insured and included In the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law;and CG 20 37 D4 13 ®Insurance Services Office,Inc.,2012 Page 3 of 4 Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 25 of 72 Driving Track Canopy Services Agreement—Exhibit C B. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement;or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 4 of 4 ®Insurance Services Office, Inc.,2012 CG 20 37 04 13 ❑ Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 26 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER:RC8GL00084181 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PRGJECT(S)/LGCATIGN(S) GENERAL AGGREGATE LIMIT WITH CAP This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Projects/Locations: Designated Project/Location General Aggregate Limit Cap: S10,000,000. (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences"under SECTION I—Coverage A,and for all medical expenses caused by accidents under SECTION i-Coverage C, which can be attributed only to ongoing operations at a single designated project/location shown in the Sched- ule above: 1. A separate Designated Project/Location General Aggregate Limit applies to each designated pro- jecUlocation,and that limit is equal to the amount of the General Aggregate Limit shown in the Declara- tions. However, the separate Designated Project/Location General Aggregate Limit(s) are subject to a Designated Project/Location General Aggregate Limit Cap in the amount shown in the above Schedule of this endorsement.The Designated ProjecULocation General Aggregate Limit Cap Is the most we will pay under the Designated Project/Location General Aggregate Limit for all designated projects/locations com- bined. 2. The Designated Project/Location General Aggregate Limit is the most we will pay for the sum of all dam- ages under Coverage A,except damages because of"bodily injury"or'property damage"included in the "products-completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits"brought;or c. Persons or organizations making claims or bringing"suits". ECG 00 576 03 12 Copyright Everest Reinsurance Company,2012 Page 1 of 2 Includes copyrighted material of Insurance Services Office,Inc., with its permission. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 27 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICYNUMBER: RC8GL00084181 COIJIMERCIALGENERALLIABILITY CG24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO U::► This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITT-:N CONTRACT WITH THE NAMED INSURED. THE WRITTEN CONTRACT MUST BE SIG1tE;D PRIOR TO THE DATE OF THE "BODILY INJURY", "PROPERTY DAMAGE", OR "PI—SONAL AND ADVERTISING INJURY" Information required to complete this Schedule if not shown above will be shmm in the Declarations. The following is added to Paragraph 8.Transfer Of Rights of Recovery Against Others To Us of Section IV—Conditions Wa waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included In the "products- completed operations hazard". This waiver applies only to the person or organization shown In the Schedule above. CG 24 04 05 09 0 Insurance Services Office,Inc.,2008 Page 1 of 1 ❑ AWIT COPY Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 28 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER: 151800-06-52-32-1 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modidied by this endorsement. This endorsement identifies person(s)or organization(s)who are"insureds'for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception dale of the policy unless another dale Is indicated below. Endoreemwd Etleetivrz Deft SCHEDULE Name Of Person(s)Or Organiza6on(s): AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule,if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an"Insured"for Covered Autos Liability Coverage,but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I.of Section II— Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 45 10 13 ®Insurance Services Office,Inc.,2011 Page 1 of 1 MURED V.4W Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 29 of 72 Driving Track Canopy Services Agreement—Exhibit C POLICY NUMBER:WC201 87506 5232 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE AS REQUIRED BY WRITTEN CONTRACT EXECUTED PRIOR TO THE DATE OF LOSS, 1983 Naborel Council on Ca wn®Bm kmrar c. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 30 of 72 Driving Track Canopy Services Agreement—Exhibit C EXHIBIT D CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW Pursuant to Texas Labor Code Section 406.096(a), as amended, Contractor certifies that it provides worker's compensation insurance coverage for all of its employees employed on City Project, Driving Track Canopy located at 515 W. Felix Street, Fort Worth, Texas . Contractor further certifies that, pursuant to Texas Labor Code,Section 406.096(b),as amended, it will provide to City its subcontractor's certificates of compliance with worker's compensation coverage. CONTRACTOR: Company (PI se P i Y� Signature- Z�/ Address f City/State/Zip ' (Please Print) THE STATE OF TEXAS § �� § KNOW ALL BY THESE PRESENTS: COUNTY OF BEFORE'I the undersigned authority,on this day personally appeared i I 6 Wh 61 f,-�. , known to me to be the person whose name is subscribed to the fore ping instrument, and acknowledged to me that he/she executed the same as the act and deed of for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of p i Notary Public in and for the State of Texas ViRGINIA I OCHOA notary ID#128307651 My Commission Expires June 22,2022 Shade Structures.Inc. Page 9 of 47 Driving Track Canopy Services Agreement Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 31 of 72 Driving Track Canopy Services Agreement—Exhibit D EXHIBIT E City's Construction General Conditicns City of Fort Worth, Texas Property Management Department GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION LUMP SUM CONTRACT SECTION A a) DEFINITIONS,PROCEDURES AND INTERPRETATIONS A-1 CONTRACT DOCUMENTS: By the term Contract Documents is meant all of the written and drawn documents setting forth or affecting the rights of the parties,including but not necessarily limited to,the Contract,Notice to Bidders,Proposal,General Conditions, Special Conditions, Specifications, Plans,Bonds and all Addenda,Amendments signed by all parties,Change Orders,written Interpretations and any written Field Order for a minor change in the Work. A-2 ENTIRE AGREEMENT: The Contract Documents represent the entire agreement between the Parties,and no prior or contemporaneous,oral or written agreements,instruments or negotiations shall be construed as altering the terms and effects of the Contract Documents. After being executed,the Contract Documents can be changed only by a written Amendment signed by the Contractor and the City,or Change Order,or by a written Field Order for a minor change. A-3 WORK: By the term Work is meant all labor,supervision,materials and equipment necessary to be used or incorporated in order to produce the construction required by Contract Documents. A-4 EXECUTION OF THE CONTRACT DOCUMENTS: The Contract Documents shall be executed in four originals,with all required attachments,including required bonds and insurance certificates,by the Contractor and the City in such form as may be prescribed by law and returned to the City within ten business days of notification to Contractor. Failure to execute contracts and provide required enclosures will be grounds for revocation of award and taking of Bid Bond, A-5 FAMILIARITY WITH PROPOSED WORK: Before filing a Proposal,the Contractor shall examine carefully the,plans,specifications,special provisions,and the form of contract to be entered into for the work contemplated. He shall examine the site of work and satisfy himself as to the conditions that will be encountered relating to the character,quality and quantity of work to be performed and materials to be furnished. The filing of a bid by the bidder shall be considered evidence that he has complied with these requirements and has accepted the site as suitable for the work. Claims for additional compensation due to variations between conditions actually encountered in construction and as indicated by the plans will not be allowed. A-6 ONE UNIFIED CONTRACT: Insofar as possible,the Contract Documents will be bound together and executed as a single unified Contract.The intention of the Contract,Documents being to provide for all labor,supervision,materials,equipment and other items necessary for the proper execution and Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 32 of 72 Driving Track Canopy Services Agreement—Exhibit E completion of the Work. Words that have well-recognized technical or trade meanings are used herein in accordance with such recognized meanings. A-7 DIVISION OF WORK: The arrangement of Drawings and/or Specifications into Divisions, Sections,Articles,or other Subdivisions shall not be binding upon the Contractor in dividing the work among Subcontractors or Trades. A-8 INTERPRETATIONS: In the event of inconsistency in the contract documents,the following sequence for interpretation shall be used in order of precedence: Change Orders and/or Field Orders(by date of issuance);Addenda(by date of issuance);Drawings;Notes and dimensions on Drawings; Technical Specifications; Special Provisions; Supplementary General Conditions;General Conditions; and Construction Contract. The Architect will furnish such Interpretations of the Plans and Specifications as may be necessary for the proper execution or progress of the work. Such Interpretations shall be furnished at the instance of the Architect or at the request of the Contractor,or City,and will be issued with reasonable promptness and at such times and in accordance with such schedule as may be agreed upon. Such Interpretations shall be consistent with the purposes and intent of the Plans and Specifications and may be effected by Field Order. In the event of any dispute between any of the parties to the Contract and the Architect or each other involving the interpretation of the Contract Documents,the evaluation of work or materials performed or furnished by the Architect Contractor,or any subcontractor or materialsman,or involving any question of fault or liability of any party,the decision of the City shall be final and binding. A-9 CORRELATION AND INTENT: In general,the drawings indicate dimension,locations, positions,quantities, and kinds of construction;the specifications indicate the quality and construction procedures required. Work indicated on the drawings and not specified of vice-versa,shall be furnished as though set forth in both. Work not detailed,marked or specified shall be the same as similar parts that are detailed,marked or specified. If the drawings are in conflict or conflict with the specifications the better quality or greater quantity or work or materials shall be estimated and shall be furnished or included. Dimensions on drawings shall take precedence over small-scale drawings. Drawings showing locations of equipment,piping, ductwork, electrical apparatus,etc.,are diagrammatic and job conditions may not allow installation in the exact location shown. Relocation shall not occur without the Architects approval. A-10 COPIES OF WORKING DRAWINGS AND SPECIFICATIONS: The Architect will furnish to Contractor electronic working Drawings and Specifications. Contractor shall pay the cost of reproduction for all other copies of Drawings and Specifications furnished to him. All Drawings, Specifications and copies thereof furnished by the City or the Architect are and shall remain the property of the City. They are not to be used on any other project and,with the exception of one Contract set for each Party to the Contract,are to be returned to the City on request at the completion of the work. MBE WAIVER WITH M&C;A-11 INCLUDED FOR LEGAL ONLY A-11 MINORITY BUSINESS ENTERPRISE (MBE)POLICY: As of June 1,2012,The City of Fort Worth has implemented Business Diversity Ordinance(BDO)to reflect the City's availability and disparity study findings and recommendations. During this transition period,interested Offerors must obtain an MBE listing from the M/WBE Office at 817-212-2674. This will ensure that the MBE listings reflect only those currently certified by the North Central Texas Regional Certification Agency (NCTRCA)located in the six 6)-coun1y geographic marketplace that have been accepted by the City. The City's geographic marketplace includes the counties of:Tarrant,Dallas,Denton,Johnson,Parker and Wise. Offerors are strongly encouraged to confirm that each MBE that it intends to use is located in the geographic marketplace that will be counted towards the established goal. The City of Fort Worth has goals for the participation of Minority Business Enterprises(MBE)in City contracts. Compliance with the policies designed to meet these goals is mandatory in order to be Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 33 of 72 Driving Track Canopy Services Agreement—Exhibit E considered a responsive bidder. The City policy and procedures to be bllowed in submitting proposals , are included. The City of Fort Worth MBE Program will take precedence over other subcontractor utilization programs on Block Grant and other federally funded Projects. A-12 AGE: In accordance with the policy("Policy")of the Executive Branch of the federal government,Contractor covenants that neither it nor any of its officers,members,agents,employees, program participants or subcontractors,while engaged in performing this contract,shall,in connection with the employment,advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment,discriminate against persons because of their age except on the basis of a bona fide occupational qualification,retirement plan or statutory requirement. Contractor further covenants that neither it nor its officers,members,agents,employees,subcontractors, program participants,or persons acting on their behalf,shall specify,in solicitations or advertisements for employees to work on this contract,a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification,retirement plan or statutory equipment. Contractor warrants it will fully comply with the Policy and will defend,indemnify and hold City harmless against any claims or allegations asserted by third parties or subcontractor against City arising out of Contractor's and/or its subcontractors'alleged failure to comply with the above referenced Policy concerning age discrimination in the performance of this agreement. A-13 DISABILITY: In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"),Contractor warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public,nor in the availability,terms and/or conditions of employment for applicants for employment with,or employees of Contractor or any of its subcontractors. Contractor warrants it will fully comply with ADA provisions and any other applicable federal,state and local laws concerning disability and will defend,indemnify and hold City harmless against any claims or allegations asserted by third parties or subcontractors against City arising out of Contractor's and/or its subcontractors'alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. A-14 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. A-15 HOUSE BILL 89: 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. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 34 of 72 Driving Track Canopy Services Agreement—Exhibit E SECTION B b) CITY B-1 IDENTIFICATION: By the teen City is meant the City of Fort Worth acting herein by its duly authorized representatives in the manner provided by law. Authorized representatives include the City Manager,Assistant City Manager,and Director of the Property Management Department and members of the Facilities Management Division.A designated representative will be identified from within the Facilities Management Division to act as a point of contact for day-to-day contract administration. B-2 DUTIES OF THE CITY: The City shall furnish surveys describing the physical characteristics, legal limits and utility locations for the site of the Work,provided,however,that the Contractor hereby covenants that he has inspected the premises and familiarized himself therewith and that the locations of utilities and other obstacles to the prosecution of the Work as shown on the City's survey are for information only,are not binding upon the City, and the City shall not incur any liability for loss or damage by virtue of any inaccuracies or deficiencies in such surveys. The City shall secure and pay for title to the site and all necessary permanent or construction easements. The City will cooperate with the Contractor in the prosecution of the Work in such manner and to such extent as may be reasonable and shall furnish information under its control with reasonable promptness at the request of the Contractor. B-3 INSTRUCTIONS: The City shall issue all instructions to the Contractor through the Architect. B-4 ACCESS TO JOB SITE: The City shall at all times have access to the Work whenever it is in preparation and progress. The Contractor shall provide facilities for such access so the City may perform its assigned functions under the Contract Documents. B-5 PROGRESS INSPECTIONS: The City and Architect will make visits to the Site to familiarize themselves with the progress and quality of the Work and to determine if the work is proceeding in accordance with the Contract Documents. On the basis of on-site observations and reports concerning the progress and quality of the work,the City a.,ateet will approve and authorize the Contractor's applications for payments. B-6 AUTHORITY TO STOP WORK: The City will have authority to reject work that does not conform to the Plans and Specifications. Whenever,in its reasonable opinion,the City considers it necessary or advisable in order to insure the proper realization of the intent of the Plans and Specifications,the City will have authority to require the Contractor to stop the work or any portion thereof,or to require special inspection or testing of the Work whether or not such Work be then fabricated,installed or completed.The Contractor shall be responsible for the cost of special inspections and testing for work that is found not to comply with the plans and specifications. B-7 SUBSTANTIAL COMPLETION INSPECTION: Upon agreement of the Contractor and City that the Work is substantially complete,the City will schedule a Substantial Completion Inspection to be conducted and attended by representatives of City and Contractor.Items identified during this inspection as being incomplete,defective or deficient shall be incorporated into a punch list. B-8 RIGHT TO AUDIT: Contractor agrees that the City shall,until the expiration of three years after final payment under this contract,have access to and the right to examine any directly pertinent books, documents,papers and records of the Contractor involving transactions relating to this contract. Contractor further agrees to include in all his subcontracts hereunder a provision to the effect that the subcontractor agrees that the City shall,until the expiration of three years after final payment under the subcontract,have access to and the right to examine any directly pertinent books,documents,papers and records of such subcontractor,involving transactions to the subcontract.The tern"subcontract" as used herein includes purchase orders. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 35 of 72 Driving Track Canopy Services Agreement—Exhibit E Contractor agrees to photocopy such documents as may be requested by the city. The city agrees to reimburse Contractor for the costs of copies at the rate published in the Texas Administrative Code. B-9 TERMINATION AND SUSPENSION OF WORK: The City has the right to terminate the Project for any reason. If the project is terminated,the Contractor shall: a) Stop work under the Contract on the date and to the extent specified on the notice of termination. b) Place no further orders or subcontracts except as may be necess-Ixy for the completion of the work not terminated. e) Terminate all orders and subcontracts to the extent that they relate to the performance of the work terminated by the notice of termination. After termination as above,the City will pay the Contractor a proportionate part of the contract price based on the work completed;provided,however,that the amount of payment on termination shall not exceed the total contract price as reduced by the portion thereof allocable to the work not completed and further reduced by the amount of payments,it any otherwise made. Contractor shall submit its claim for amounts due after termination as provided in this paragraph within 30 days after receipt of such claim. In the event of any dispute or controversy as to the propriety or allowability of all or any portion of such claim under this paragraph,such dispute or controversy shall be resolved and be decided by the City Council of the City of Fort Worth,and the decision by the City Council of the City of Fort Worth shall be final and binding upon all parties to this contract. SECTION C c) CONTRACTOR C-1 IDENTIFICATION: The Contractor is the person or organization identified as such in the Contract.The term Contractor means the Contractor or his authorized representative. C-2 INDEPENDENT CONTRACTOR: Contractor shall perform all work and services hereunder as an independent contractor,not as agent,or employee of the City. Contractor shall have exclusive control of and the exclusive right to control the details of the Work and services,performed hereunder,and all persons performing same,and Contractor shall be solely responsible for the acts of its officers,agents, and employees. Nothing herein shall be construed as creating a partnership or joint enterprise between City and the Contractor,its officers,agents and employees,and the doctrine of respondent superior shall not apply. C-3 REVIEW OF CONTRACT DOCUMENTS: The Contractor shall carefully study and compare the Agreement,Conditions of the Contract,Drawings,Specifications,Addenda and modifications and shall at once report to the City any error,inconsistency or omission he may discover. The Contractor shall do no work without approved Submittals,Drawings,Specifications and Interpretations. C-4 SUPERVISION: The Contractor shall supervise and direct the Work,using reasonable skill and attention.He shall be solely responsible for all construction means,methods,safety,techniques, sequences and procedures and for coordinating all portions of the Work under the Contract Documents. C-5 LABOR AND MATERIALS: Unless otherwise specifically noted,the Contractor shall provide and pay for all labor,materials,equipment,tools,construction equipment and machinery,water,heat, utilities,transportation and other facilities and services necessary for the;proper execution and completion of the Work. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 36 of 72 Driving Track Canopy Services Agreement—Exhibit E The Contractor will use its reasonable best efforts to hire local laborers,workmen and materialmen.The general condition is not to be constructed as limiting the right of the Contractor to employee laborers, workmen or materialmen from outside local area. The Contractor shall at all times enforib.:trict discipline and good order among his employees,and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him. d) C-6 COMPLIANCE WITH AND ENFORCEMENT OF PREVAILING WAGE RATE Duty to pay Prevailing Wage Rates. The Contractor shall comply with all requirements of Chapter 2258, Texas Government Code(Chapter 2258),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 documents.Duties to be performed on this contract best match those of Carpenters and Carpenters Helper as noted in the 2013 PREVAILING WAGE RATES for Commercial Construction Projects as attached to this document as Exhibit E.. 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. Complaints of Violations and City Determination of Good Cause. On receipt of information,including a complaint by a worker,concerning an alleged violation of 2258.023,Texas Government Code,by a contractor or subcontractor,the City shall make an initial determination,before the 3 1"day after the date the City receives the information, as to whether good cause exists to believe that the violation occurred. The City shall notify in writing the contractor or subcontractor and any affected worker of its initial determination. Upon the City's determination that there is good cause to believe the contractor or subcontractor has violated Chapter 2258,the City shall retain the full amounts claimed by 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. 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 do 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 1 lth 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. 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 the Audit section of these contract documents shall pertain to this inspection. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 37 of 72 Driving Track Canopy Services Agreement—Exhibit E Pay Estimates. With each partial payment estimate 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. Postin of f Wage Rates. The Contractor shall post the prevailing wage rates in a conspicuous place at the site of the project at all times. 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. On projects where special wage rates apply(e.g. Davis-Bacon)the Contractor agrees to meet all requirements of such programs. C-7 WARRANTY: The Contractor warrants to the City that all materials and equipment furnished under this Contract will be new unless otherwise specified,and that all work will be of good quality,free from faults and defects,and in conformance with the Contract Documents. All work not so conforming to these standards may be considered defective. If required by the City,the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Prior to occupancy of the Project by the City,the Contractor warranties and obligations to correct defective Work exclude remedy for damage or defect caused by(i)abuse by the City's separate contractors, or(ii)modifications made by the City or the City's separate contractors.After occupancy of the Project by the City,the Contractor warranties and obligations to correct defective Work exclude remedy for damage or defect caused by(i)abuse,(ii)modifications not executed by the Contractor,(iii) improper or insufficient maintenance,(iv)improper operation, (v)nonnal wear and tear,or(vi)normal usage. The warranty provided in this Section shall be in addition to and not in limitation of any other warranty or remedy provided by law or the Contract Documents. C-8 TAXES: The Contractor is exempt from State Sales Tax on m,.terial incorporated into the finished construction Excise and Use Tax.Equipment and materials not consumed by or incorporated into the work are subject to State sales taxes under House Bill 11,enacted August 15, 1991. C-9 LICENSES NOTICES AND FEES: The Contractor shall obtain all Permits,Licenses, Certificates,and Inspections,whether permanent or temporary,required by law or these Contract Documents. The City of Fort Worth Building and Trade Permit fees are waived. Separate permits may be required for each work location. If the Contractor allows any permit to expire,he shall be responsible for all renewals including any associated fees. The Contractor shall give all Notices and comply with all Laws, Ordinances,Rules,Regulations and Orders of any public authority bearing on the performance of the Work:. If the Contractor observes or becomes aware that any of the Contract Documents are at variance therewith in any respect,he shall promptly notify the City in writing and any necessary changes will be made.If the Contractor performs any Work knowing that it is in violation of,or contrary to,any of such Laws, Statutes,Charter, Ordinances,Orders or Directives,or Regulations without furnishing Notice to the City, the Contractor will assume full responsibility therefore and bear all costs attributable thereto. C-10 CASH ALLOWANCES: The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents.These allowances shall cover the net cost o f the materials and equipment delivered and unloaded at the site,and all applicable taxes.The Contractor's handling costs on the site, labor,installation costs,overhead,profit and other expenses contemplated for the original allowance shall be included in the Contractor Sum and not in the allowance.The Contractor shall cause the Work Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 38 of 72 Driving Track Canopy Services Agreement—Exhibit E covered by these allowances to be performed for such amounts and by such persons as the City may direct,but he will not be required to employ persons against whom he makes a reasonable objection.If the cost,when determined,is more than or less than the allowance,the Contract Sum shall be adjusted accordingly by Change Order which will include additional handling costs on the site,labor,installation costs,field overhead,profit and other direct expenses resulting to the Contractor from any increase over the original allowance. C-11 SUPERINTENDENT: The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during the progress of the Work. The superintendent shall be satisfactory to the City.The superintendent shall represent the Contractor and all communications given to the superintendent shall be binding as if given to the Contractor. Important communications will be confirmed in writing. Other communications will be so confirmed on written request in each case. C-12 RESPONSIBILITIES FOR EMPLOYEES AND SUB-CONTRACTORS: The Contractor shall be responsible to the City for the acts and omissions of all his employees and all Sub-contractors, their agents and employees,and all other persons performing any of the Work under a contract with the Contractor. C-13 FAILURE TO COMMENCE WORK. Should the Contractor fail to begin the Work herein provided for within the time herein fixed or to carry on and complete the same according to the true meaning of the intent and terms of said Plans,Specifications and Contract Documents,then the City shall have the right to either demand the surety to take over the Work and complete same in accordance with the Contract Documents or to take charge of and complete the Work in such a manner as it may deem proper,and if,in the completion thereof,the cost to the said City shall exceed the contract price or prices set forth in the said plans and specifications made a part hereof,the Contractor and/or its Surety shall pay said City on demand in writing,setting forth and specifying an itemized statement of the total cost thereof,said excess cost. C-14 PROGRESS SCHEDULE: The Contractor,immediately after being awarded the contract,shall prepare and submit for the City's approval,an estimated progress schedule for the Work. The progress schedule shall be related to the entire Project and indicate critical path.This schedule shall indicate the dates for the starting and completion of the various states of construction and shall be revised as required by the conditions of the Work,subject to the City's approval. It shall also indicate the dates for submission and approval of shop drawings and submittals as well as the delivery schedule for major pieces of equipment and/or materials. The Contractor shall submit an updated progress schedule to the City at least monthly for approval along with the Contractor's monthly progress payment requests. C-15 DRAWINGS AND SPECIFICATIONS AT THE SITE: The Contractor shall maintain at the site for the City one copy of all Drawings, Specifications,Addenda,approved Shop Drawings,Change Orders,and other Changes and Amendments in good order and marked to record all changes made during construction. These shall also be available to the Architect. The Drawings,marked to record all changes made during construction,shall be delivered to the Architect upon completion of the Work. The Architect will prepare,and provide to the City,one complete set of reproducible record drawings of the Work. C-16 SHOP DRAWINGS AND SAMPLES: Shop Drawings are drawings,diagrams,illustrations, schedules,performance charts,brochures and other data which are prepared by the Contractor or any Subcontractor,manufacturer, supplier or distributor,and which illustrate some portion of the Work. These may be provided in an electronic format acceptable to the Architect. Samples are physical examples furnished by the Contractor to illustrate materials,equipment or workmanship,and to establish standards by which the Work will be judged.Three copies of all physical examples shall be provided. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 39 of 72 Driving Track Canopy Services Agreement—Exhibit E The Contractor shall review,approve,and submit,with reasonable promptness and in orderly sequence so as to cause no delay in the Work or in the work of any other contractor,normally within the first 90 days of the work,three copies of all shop Drawings and Samples required by the Contract Documents or subsequently by the Architect as covered by changes or amendments. Shop Drawings and Samples shall be properly identified as specified,or as the Architect may require.At the time of submission the Contractor shall inform the Architect in writing of any deviation in the Shop Drawings or Samples from the requirements of the Contract Documents. By approving and submitting Shop Drawings and Samples,the Contractor thereby represents that he has determined and verified all field measurements,field construction criteria,materials,catalog numbers and similar data, and that he has checked and coordinated each shop drawing given in the Contract Documents.The Architect's approval of a separate item shall not indicate approval of an assembly in which the item functions. The Architect will review and approve Shop Drawings and Samples with reasonable promptness so as to cause no delay,but only for conformance with the design concept of the Project and with the information given in the Contract Documents.The Architect's approval of a separate item shall not indicate approval of an assembly in which the item functions.The Contractor shall make;any corrections required by the Architect and shall resubmit the required number of corrected copies of Shop Drawings or new Samples until approved.The Contractor shall direct specific attention in writing or on resubmitted Shop Drawings to revisions other than the corrections requested by the Architect on previous submissions. The Architect's approval of Shop Drawings or Samples shall not relieve the Contractor of responsibility for any deviation from the requirements of the Contract Documents unless the Contractor has informed the Architect in writing of such deviation at the time of submission and the Architect has given written approval to the specific deviation. Architect's approval shall not relieve;the Contractor from responsibility for errors or omissions in the Shop Drawings or Samples. No portion of the Work requiring a Shop Drawing or Sample submission shall be commenced until the Architect has approved the submittal.All such portions of the Work slra.11 be in accordance with approved Shop Drawings and Samples. C-17 SITE USE: The Contractor shall confine operations at the site to areas permitted by law, ordinances,permits and the Contract Documents and shall not unreasonably encumber the site with any materials or equipment.Until acceptance of the Work by the City,the entire site of the Work shall be under the exclusive control,care and responsibility of the Contractor.Contractor shall take every precaution against injury or damage to persons or property by the action of the elements or from any other cause whatsoever.The Contractor shall rebuild,repair,restore and make good at his own expenses all injuries or damages to any portions of the Work occasioned by any of the above,caused before acceptance. C-18 CUTTING AND PATCHING OF WORK: The Contractor shall do all cutting,fitting or patching of his Work that may require making its several parts fit together properly,and shall not endanger any Work by cutting, excavating or otherwise altering the Work or any part of it. C-19 CLEAN UP: The Contractor at all times shall keep the premises free from accumulation of waste materials or rubbish.At the completion of the Work he shall remove all his waste materials and rubbish from and about the Project as well as all his tools,construction equipment,machinery and surplus materials,and shall clean all glass surfaces and leave the Work`Broom-clean"or its'equivalent,except at otherwise specified.In addition to removal of rubbish and leaving the:buildings"broom-clean", Contractor shall clean all glass,replace any broken glass, remove stains, spots,marks and dirt from decorated work,clean hardware,remove paint spots and smears from,all surfaces,clean fixtures and wash all concrete,tile and terrazzo floors. If the Contractor fails to clean up,the City may do so,and the cost thereof shall be charged to the Contractor. C-20 COMMUNICATIONS: The Contractor shall forward all communications to the City. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 40 of 72 Driving Track Canopy Services Agreement—Exhibit E C-21 CONTRACTOR REQUIREMENTS ON FEDERALLY FUNDED PROJECTS: Contractor shall observe and comply with the requirements of the City of Fort Worth Fiscal Department, Intergovernmental Affairs and Grants Management as outlined in the Supplemental Conditions contained in the Project Manual. SECTION D e) SUBCONTRACTORS D-1 DEFINITION: A Subcontractor is a person or organization that has a direct contract with the Contractor to perform any of the Work at the site.The term Subcontractor is referred to throughout the Contract Documents as if singular in number and masculine in gender and means a Subcontractor or his authorized representative. Nothing contained in the Contract,Documents shall create any contractual relation between the City and the Architect and any subcontractor or any of his sub-subcontractors or materialmen. D-2 AWARD OF SUBCONTRACTS: The Contractor shall furnish a list of the names of the subcontractors or other persons or organizations(including those who are to furnish materials or equipment fabricated to a special design)proposed for such portions of the Work as may be designated in the bidding requirements,or if none is so designated in the bidding requirements,the names of the Subcontractors proposed for the principal portions of the Work.Prior to the award of the Contract,City shall notify the successful bidder in writing if either the City or Architect,after due investigation,has reasonable objection to any person or organization on such list.Failure of the City and Architect to make an objection to any person or organization on the list prior to the award of this Contract shall not constitute acceptance of such person or organization. If,prior to the award of the Contract,the City has an objection to any person or organization on such list, and refuses to accept such person or organization,the apparent low bidder may,prior to the award, withdraw his bid without forfeiture of bid security.If such bidder submits an acceptable substitute,the City may,at its discretion,accept the bid or he may disqualify the bid.If,after the award,the City objects in writing to any person or organization on such list,the Contractor shall provide an acceptable substitute. The Contractor shall not make any substitution for any Subcontractor or person or organization that has been accepted by the City,unless the substitution is also acceptable to the City. D-3 TERMS OF SUBCONTRACTS: All work performed for the Contractor by a Subcontractor shall be pursuant to an appropriate agreement between the Contractor and the Subcontractor(and where appropriate between Subcontractors and Subcontractors)which shall contain provisions that: 1. Preserve and protect the rights of the City under the Contract with respect to the Work to be performed under the subcontract so that the subcontracting thereof will not prejudice such rights; 2. Require that such Work be performed in accordance with the requirements of the Contract Documents; 3. Require submission to the Contractor of applications for payment under each subcontract to which the Contractor is a party,in reasonable time to enable the Contractor to apply for payment; 4. Require that all claims for additional costs, extensions of time, damages for delays or otherwise with respect to subcontracted portions of the Work shall be submitted to the Contractor (via any Subcontractor or Sub-subcontractor where appropriate) in the manner provided in the Contract Documents for like claims by the Contractor upon the City; s. Waive all rights the contracting parties may have against one another for damages caused by fire or other perils covered by the property insurance, except such rights, if any, as they may have to proceeds of such insurance held by the City, and, Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 41 of 72 Driving Track Canopy Services Agreement—Exhibit E s. Obligate each Subcontractor specifically to consent to the provisions of this Section All of the provisions set out in this section shall be deemed to have been included in every subcontract, and every subcontract shall be so construed and applied as to the City,whether or not such provisions are physically included in the subcontract. D-4 MINORITY BUSINESS ENTERPRISE(MBE): Should the ba e proposal be$50,000 or less,the requirements of this section do not apply. MBE WAIVER WITH M&C. As of June 1,2012,The City of Fort Worth is implemented a new Business Diversity Ordinance(BDO) to reflect the City's availability and disparity study findings and recornmendations. During this transition period,interested Offerors must obtain a MBE listing from the M/WBF?Office. This will ensure that MBE listings reflect only those currently certified by the North Central Texas Regional Certification Agency(NCTRCA)located in the six(6)-county geographic marketplace that have been accepted by the City. The City's geographic marketplace includes the counties of: Tarrant,Dallas,Denton,Johnson, Parker and Wise. Offerors are strongly encouraged to confirm that ead,MBE that it intends to use is located in the geographic marketplace that will be counted towards the established goal. In accordance with City of Fort Worth Diversity Business Ordinance(IiDO)No 20020-12-2011 (the "Ordinance"),the City of Fort Worth sets goals for the participation of Minority Business Enterprises (MBE)in City contracts. Ordinance No 20020-12-2011 is incorporated in these General Conditions by reference.A copy of the Ordinance may be obtained from the Office of the City Secretary. Failure to comply with the Ordinance shall be a material breach of contract. Prior to Award: The MBE documentation required by the procurement solicitation must be submitted within five city business days after the proposals are opened. Failure to comply with the City's Business Diversity Ordinance,or to demonstrate a"good faith effort",shall result.in a bid being considered non- responsive. During Construction: Contractor shall provide copies of subcontracts or cosigned letters of intent with approved MBE subcontractors and or suppliers prior to issuance of the Notice to Proceed. Contractor shall also provide monthly reports on utilization of the subcontractors to the M/WBE Office and the designated representative identified from within the Facilities Management Division. Contractor must provide the City with complete and accurate information regarding actual work performed by an MBE on the contract and proof of payment thereof. Contractor further agrees to permit an audit and/or examination of any books,records or files in its possession that will substantiate the actual work performed by an MBE. The misrepresentation of facts and/or the commission of fraud by the Contractor will be grounds for termination of the contract and/or initiating action under appropriate federal,state,or local laws or ordinances relating to false statement. An Offeror who intentionally and/or knowingly misrepresents material facts shall be determined to be an irresponsible Offeror and barred from participating in City work for a period of time of not less than three(3)years.The failure of an Offeror to comply with this ordinance where such non-compliance constitutes a material breach of contract as stated herein,may result in the Offeror being determined to be an irresponsible Offeror and barred from participating in City work for a period of time of not less than one(1)year. The Contractor may count toward the goal any tier of MBE subcontractors and/or suppliers. The Contractor may count toward its goal a portion of the total dollar amount of the contract with a joint venture equal to the percentage of the MBE participation in the joint venture for a clearly defined portion of the work to be performed. All subcontractors used in meeting the goals must be certified prior to the award of the Contract. Change Orders: Whenever a change order affects the work of an MBE subcontractor or supplier,the MBE shall be given an opportunity to perform the work. Whenever a change order is$50,000 or more, the M/WBE Office Coordinator shall determine the goals applicable to the work to be performed under the change order. During the term of the contract the Contractor shall: 1. Make no unjustified changes or deletions in its MBE participa.tion commitments submitted with the bid/proposal or during negotiation, without prior submissior, of the proper documentation for review and approval by the M/WBE Office. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 42 of 72 Driving Track Canopy Services Agreement—Exhibit E 2. If substantial subcontracting and/or supplier opportunities arise during the term of any contract when the Contractor represented in its bid/proposal to the City that it alone would perform the subcontracting/supplier opportunity work,the Contractor shall notify the City before subcontracts for work and/or supplies are awarded and shall be required to comply with subsections of the Ordinance, exclusive of the time requirements stated in such subsections. 3. The Contractor shall submit to the M/WBE Office for approval an MBE REQUEST FOR APPROVAL OF CHANGE FORM, if, during the term of any contract, the Contractor wishes to change or delete one or more MBE subcontractors or suppliers. Justification for change of subcontractors may be granted for the following: 1. An MBE's failure to provide Workers'Compensation Insurance evidence as required by state law; or 2. An MBE's failure to provide evidence of general liability or other insurance under the same or similar terms as contained in the Contract Documents with limits of coverage no greater than the lower of 1) the limits required of the Contractor by the City; or 2) the limits contained in the Contractor's standard subcontract or supply agreements used on other projects of similar size and scope and within the Contractor's normal business practice with non-MBE subcontractors/sub consultant's or suppliers; or 3. An MBE's failure to execute the Contractor's standard subcontract form,if entering a subcontract is required by the Contractor in its normal course of business,unless such failure is due to: a) A change in the amount of the previously agreed to bid or scope of work;or b) The contract presented provides for payment once a month or longer and the Contractor is receiving payment from the City twice a month;or c) Any limitation being placed on the ability of the MBE to report violations of the Ordinance or any other ordinance or violations of any state or federal law or other improprieties to the City or to provide notice of any claim to the Contractor's surety company or insurance company. d) Mediation shall be a consideration before the request for change is approved. 4. An MBE defaults in the performance of the executed subcontract. In this event,the Contractor shall: a) Request bids from all MBE subcontractors previously submitting bids for the work, b) If reasonably practicable,request bids from previously non-bidding MBEs,and c) Provide to the M/WBE Office documentation of compliance with(a)and(b)above. 5. Any reason found to be acceptable by the M/WBE Office in its sole discretion. Within ten days after final payment from the City the Contractor shall provide the M/WBE Office with documentation to reflect final participation of each subcontractor and supplier,including non-MBEs, used on the project. D-5 PAYMENTS TO SUBCONTRACTORS: The Contractor shall pay each Subcontractor, upon receipt of payment from the City, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor's Work.The Contractor shall also require each Subcontractor to make similar payments to his subcontractors. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 43 of 72 Driving Track Canopy Services Agreement—Exhibit E If the City refuses to issue a Certificate for Payment for any cause which is the fault of the Contractor and not the fault of a particular subcontractor,the Contractor shall pay that Subcontractor on demand,made at any time after the Certificate for Payment would otherwise have beer, issued,for his Work to the extent completed,less the retained percentage. The Contractor shall pay each Subcontractor a just share of any insurance monies received by the Contractor,and he shall require each Subcontractor to make similar payments to his Subcontractors. The City may, on request and at its discretion,furnish to any Subcontractor,if practicable,information regarding percentages of completion certified to the Contractor on account of Work done by such Subcontractors. The City shall have any no obligation to pay or to see to the payment of any monies to any Subcontractor. D-6 SUBCONTRACTOR REOUIREMENTS FOR ECONOMIC DEVELOPMENT ADMINSTRATION(EDA) FUNDED PROJECTS: The Contractor will cause appropriate provisions to be inserted in all subcontracts to bind subcontractors to FDA contract requirements as contained herein and to 15 CFR 24 or OMB Circular A-110, as appropriate. Each subcontractor must agree to comply with all applicable Federal, State,and local requirements in addition to those set forth in this section. No subcontractor will be employed on this Project,except as specifically approved by the City,who is contained in the listing of contractors debarred,ineligible,suspended or indebted to the United States from contractual dealings with Federal government departments. The work performed by any such contractor or subcontractor will be ineligible for reimbursement wholly or partially from EDA grant fluids. All subcontracts in excess of$10,000 shall include,or incorporate by rc ference,the equal opportunity clause of Executive Order 11246. All subcontracts must contain a nondiscrimination clause. Each subcontract must contain a requirement for compliance with the Davis-Bacon and related acts. Each subcontractor must submit weekly each weekly payroll record and a weekly statement of compliance. These documents will be submitted to the prime contractor who will compile them and submit to the City.The subcontractor can satisfy this requirement by submitting a properly executed Department of Labor Form WH-347. Each subcontract with every subcontractor must contain a clause committing the subcontractor to employment of local labor to the maximum extent possible. All subcontractors who employ more than 50 employees,and is a prime:or first tier subcontractor,and has a subcontract or purchase order of$50,000 or more must submit a completed Standard Form 100 (Compliance Report)by March 30 of each year. Subcontractors performing work in areas covered by published goals For minorities will be required to report monthly on Form CC257. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 44 of 72 Driving Track Canopy Services Agreement—Exhibit E SECTION E SEPARATE CONTRACTS E-1 CITY'S RIGHT: The City reserves the right to award separate contracts in connection with other portions of the Work. When separate contracts are awarded for other portions of the Work,"the Contractor"in the Contract Documents in each case shall be the contractor who signs each separate contract. E-2 MUTUAL RESPONSIBILITY OF CONTRACTORS: The Contractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and equipment and the execution of their work,and shall properly connect and coordinate his work with theirs. If any part of the Contractor's Work depends for proper execution or results upon the work of any other separate contractor,the Contractor shall inspect and promptly report to the City any apparent discrepancies or defects in such work that render it unsuitable for such proper execution and results. Failure of the Contractor to inspect and report shall constitute an acceptance of the other contractor's work as fit and proper to receive his Work,except as to defects which may develop in the other separate contractor's work after the execution of the Contractor's Work. Should the Contractor cause damage to the work or property of any separate contractor on the site,the Contractor shall,upon due notice,settle with such other contractor by agreement,if he will so settle. If such separate contractor sues the City on account of any damage alleged to have been so sustained,the City shall notify the Contractor who shall defend against such suit at the Contractor's expense,and if any judgment against the City arises therefrom,the Contractor shall pay or satisfy such judgment and shall reimburse the City for all attorney's fees,court costs and expenses which the City has incurred in connection with such suit. E-3 CUTTING AND PATCHING UNDER SEPARATE CONTRACTS: The Contractor shall do all cutting,fitting or patching of his Work that may be required to fit it to receive or be received by the work of other contractors shown in the Contract Documents.The Contractor shall not endanger any work or any other contractors by cutting,excavating or otherwise altering any work and shall not cut or alter the work of any other contractor except with the written consent of the meet City. Any costs caused by defective or ill-timed work shall be borne by the party responsible therefor. E-4 CITY'S RIGHT TO CLEAN UP: If a dispute arises between the separate contractors as to their responsibility for cleaning up,the City may clean up and charge the cost thereof to the several contractors as the Director of the Project Management Department shall determine to be just. SECTION F MISCELLANEOUS PROVISIONS Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 45 of 72 Driving Track Canopy Services Agreement—Exhibit E F-1 CONFLICT OF LAWS: The law of the place where the site is located shall govern the Contract. The Contractor must familiarize himself and strictly comply with all Federal,State,and County and City Laws, Statutes,Charter,Ordinances,Regulations,or Directives controlling the action or operation of those engaged upon the work affecting the materials used.He shall indemnify and save harmless the City and all of its officers and agents against any claim or liability arising from or based on the violation of any such Laws,Statutes,Charter,Ordinances,Regulations,or Directives,whether by himself,his employees,agents or subcontractors. F-2 GOVERNING LAWS: It is mutually agreed and understood that:this agreement is made and entered into by the parties hereto with reference to the existing Charter and Ordinances of the City of Fort Worth and the laws of the State of Texas with reference to and governing all matters affecting this Contract,and the Contractor agrees to fully comply with all the provisions of the same. F-3 PERSONAL LIABILITY OF PUBLIC OFFICIALS: In performing their duties under the Statutes of the State of Texas and the Charter and Ordinances of the City of Fort Worth in connection with this Contract,or in exercising any of the powers granted the City herein,the officers,agents and employees of the City of Fort Worth are engaged in the performance of a governmental function and shall not incur any personal liability by virtue of such performance hereunder,except for gross negligence or willful wrong. F-4 COMPLIANCE WITH LAWS: Contractor agrees to comply with all laws,Federal,state and local,including all ordinances,rules and regulations of the City of Forst'North,Texas. Materials incorporated into the finished Project are not subject to State Sales Tax. The City is responsible for obtaining the Building Permit. The Contractor and the appropriate subcontractor are responsible for obtaining all other construction permits from the governing agencies. Contractor shall schedule all code inspections with the Code Inspection Division in accordance with the permit requirements. Building,plumbing,electrical and mechanical building permits are issued without charge. Water and sewer tap,impact&access fees will be paid by the City. Any other permit fees are the responsibility of the Contractor. F-5 INDEMNIFICATION: Contractor covenants and agrees to indemnify City's engineer and architect,and their personnel at the project site for Contractor's solle negligence. In addition, 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 or suits for property loss,property damage,personal injury,including death, arising out of,or alleged to arise out of, the work and services to be performed hereunder by Contractor,its officers,agents,employees, subcontractors,licensees or invitees, whether or not any such iniurv, damage or death is caused,in whole or in part,by the negligence or allejeed negligence of City,its�lticers,servants,or employees. Contractor likewise covenants and agrees to indemnify and hold harmless the City from and against any and all injuries to City's officers,servants and employees and any damage,loss or destruction to property of the City arising from the performance(if any of the terms and conditions of this Contract,whether or not any such injury or dan:age is caused in whole or in part by the negligence or alleged negligence of City,its officers,servants or employees. In the event City receives a written claim for damages against the Contractor or its subcontractors prior to final payment,final payment shall not be made until Contractor either(a)submits to City satisfactory evidence that the claim has been settled and/or a release from the claimant involved,or (b)provides City with a letter from Contractor's liability insurance carrier that the claim has been referred to the insurance carrier. The Director may,if he deems it appropriate,refuse to whom a claim for damages is outstanding as a result of work performed under a City Contract. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 46 of 72 Driving Track Canopy Services Agreement—Exhibit E F-6 SUCCESSORS AND ASSIGNS: Except as provided in Paragraph E-2,this contract shall be binding upon and insure to the benefit of the parties hereto,their Successors or Assigns. Contractor shall not assign or sublet all or any part of this Contract or his rights or duties hereunder without the prior written consent of the City.Any such purported assignment or subletting without the prior written consent of City shall be void. F-7 WRITTEN NOTICE: Written Notice shall be deemed to have been duly served if delivered in person to the individual or member of the firm or to an officer of the corporation for whom it was intended, or if delivered at or sent by registered or certified mail to the last business address known to him who gives the notice. F-8 SURETY BONDS: Surety Bonds are required on all City contracts in excess of$25,000. The Contractor agrees,on the submittal of his Proposal to make,execute and deliver to said City of Fort Worth good and sufficient surety bonds for the faithful performance of the terms and stipulations of the Contract and for the payment to all claimants for labor and/or materials furnished in the prosecution of the Work,such bonds being as provided and required in Article 5160 of the Revised Civil Statutes of Texas,as amended,in the form included in the Contract Documents,and such bonds shall be 100 percent of the total contract price,and the said surety shall be a surety company duly and legally authorized to do business in the State of Texas,and acceptable to the City Council of the City of Fort Worth. Bonds shall be made on the forms furnished by or otherwise acceptable to the City. Each bond shall be properly executed by both the Contractor and the Surety Company. Bonds required by the City shall be in compliance with all relevant local,state and federal statutes. To be an acceptable surety on the bond the name of the surety should be included on the current U. S. Treasury List of Acceptable Securities [Circular 570],and must be authorized to do business in Texas. Sureties not listed in Circular 570 may write performance and payment bonds on a project without reinsurance to the limit of 10 percent of its capital and surplus. Such a surety must reinsure any obligation over 10 percent.The amount in excess of 10 percent must be reinsured by reinsurers who are duly authorized,accredited,or trusteed to do business in the State of Texas. Should any surety for the contracted project be determined unsatisfactory at any time during same,the Contractor shall immediately provide a new surety bond satisfactory to the City. If the contract amount is$25,000 or less,payment to the Contractor shall be made in one lump sum. Payment shall not be made for a period of 45 calendar days from the date the work has been completed and accepted by the City. F-9 CITY'S RIGHT TO CARRY OUT THE WORK: If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents or fails to perform any provision of the Contract,the City may,without prejudice to any other remedy he may have,enter the site and make good such deficiencies.In such case an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies,including the additional costs made necessary by such default,neglect or failure.If the payments then or thereafter due the Contractor are not sufficient to cover such amount,the Contract shall pay the difference to the City. F-10 ROYALTIES AND PATENTS: The Contractor shall pay all royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and shall save the City harmless from loss on account thereof and shall be responsible for all such loss when a particular design,process or the product of a particular manufacturer or manufacturers is specified; however,if the Contractor has reason Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 47 of 72 Driving Track Canopy Services Agreement—Exhibit E to believe that the design,process or product specified is an infringement of a patent,he shall be responsible for such loss unless he promptly gives such information to City. F-11 TESTS: If the Contract Documents,Laws, Ordinances,Rules,Regulations or Orders of any public authority having jurisdiction require any Work to be inspected,tested or approved,the Contractor shall give the City timely notice of its readiness and the'date arranged so the.City may observe such inspection,testing or approval.The City shall bear all costs of such inspection,tests and approvals unless otherwise provided. If after the commencement of the Work,the City determines that any work requires special inspection, testing or approval not included above,the City;will instruct the Contractor to order such special inspection,testing or approval,and the Contractor shall give notice as required in the preceding paragraph. If such special inspection or testing reveals a failure of the Work to comply(1)with the requirements of the Contract Documents or(2)with respect to the performance of the Work,with Laws, Statutes,Charter,Ordinances,Regulations or Orders of any public authority having jurisdiction,the Contractor shall bear all costs thereof; otherwise the City shall bear such costs,and an appropriate Change Order shall be issued. The Contractor shall secure certificate of inspection,testing or approval, and three copies will be promptly delivered by him to the City.The-City will review the certificates and forward one copy of each with his recommendation(s)to the City. If the City wishes to observe the inspections,tests or approvals required by this Section,they will do so promptly and,where practicable,at the source of supply. The observations of the City in their administration of the Construction Contract,or inspections,tests or approvals by persons other than the Contractor shall relieve the Contractor from his obligations to perform the Work in accordance with the Contract Documents. F-12 INTERRUPTION OF EXISTING UTILITIES SERVICES: "The Contractor shall perform the Work under this Contract with a minimum of outage time for all utilities.Interruption shall be by approved sections of the utility. In some cases,the Contractor may be required to perform the Work while the existing utility is in service.The existing utility service may be interrupted only when approved by the City.When it is necessary to interrupt the existing utilities,the Contractor shall notify the City in writing at least ten days in advance of the time that he desires the existing service to be interrupted.The interruption time shall be kept to a minimum.Depending upon the activities at an existing facility that requires continuous service from the existing utility,an interruption may not be subject to schedule at the time desired by the Contractor. In such cases,the interruption may have to be scheduled at a time of minimum requirements of demand for the utility.The amount of time requested by the Contractor of existing utility services shall be as approved by the City. F-13 LAYING OUT WORK: The Contractor shall verify dimensions and elevations indicated in layout of existing work.Discrepancies between Drawings,Specifications,and existing conditions shall be referred to the Architect for adjustment before work affected is performed.Failure to make such notification shall place responsibility upon Contractor to carry out work in satisfactory workmanlike manner at the Contractor's sole expense. The Contractor shall be held responsible for the location and elevation of all the construction contemplated by the Construction Documents. Prior to commencing work,the Contractor shall carefully compare and check all Architectural, Structural,Mechanical an Electrical drawings;each with the other that in any affects the locations or elevation of the work to be executed by him,and should any discrepancy be found,he shall immediately report the same to the Architect for verification and adjustment.Any duplication of work made necessary by failure or neglect on his part to comply with this function shall be done at the Contractor's sole expense. F-14 MEASUREMENTS: Before ordering any material or doing any work,the Contractor shall verify all measurements at the site or at the building and shall be wholly responsible for the correctness of same. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 48 of 72 Driving Track Canopy Services Agreement—Exhibit E No extra charge or compensation will be allowed on account of any difference between actual dimensions and dimensions indicated on the drawings. Any difference that may be found shall be submitted to the City for consideration and adjustment before proceeding with the project. F-15 EXISTING OVERHEAD OR UNDERGROUND WORK: The Contractor shall carefully check the site where the project is to be erected and observe any existing overhead wires and equipment.Any such work shall be moved,replaced or protected,as required,whether or not shown or specified at the Contractor's sole expense.Attention is directed to the possible existence of pipe and other underground improvements that may or may not be shown on the Drawings.All reasonable precautions shall be taken to preserve and protect any such improvements whether or not shown on the Drawings. Location of existing underground lines,shown the Drawings are based on the best available sources,but are to be regarded as approximate only.Exercise extreme care in locating and identifying these lines before excavation in adjacent areas. F-16 ALIGNMENT OF JOINTS IN FINISH MATERIALS: It shall be the responsibility of the Contractor to make certain in the installation of jointed floor,wall and ceiling materials that: 1. Preserve and protect the rights of the City under the Contract with respect to the Work to be performed under the subcontract so that the subcontracting thereof will not prejudice such rights; 2. Place joints to relate to all opening and breaks in the structure and be symmetrically placed wherever possible.This includes heating registers,light fixtures,equipment,etc. If because of the non-related sizes of the various materials and locations of openings,etc.,it is not possible to accomplish the above,the Contractor shall work with the City to determine the most satisfactory arrangement.The Contractor shall establish centerlines for all trades. F-17 INTEGRATING EXISTING WORK: The Contractor shall protect all existing street and other improvements from damages. Contractor's operations shall be confined to the immediate vicinity of the new work and shall not in any interfere with or obstruct the ingress or egress to and from existing adjacent facilities. Where new site work is to be connected to existing work,special care shall be exercised by the Contractor not to disturb or damage the existing work more than necessary. Trees to be removed and minor damage to irrigation systems in order to access sections of the building from the exterior to be excepted on written approval in advance by Garden Director. All damaged work shall be replaced,repaired and restored to its original condition at no cost to the City. F-18 HAZARDOUS MATERIAL CERTIFICATION: It is the intent of the contract documents, whether expressly stated or not, that nothing containing hazardous materials, such as asbestos, shall be incorporated in to the project. The Contractor shall exercise every reasonable precaution to ensure that asbestos-containing materials are not incorporated into any portion of the project, including advising all materials suppliers and subcontractors of this requirement. The Contractor shall verify that components containing lead do not contact the potable water supply. F-19 LOCATION OF EQUIPMENT AND PIPING: Drawing showing location of equipment,piping, ductwork,etc.are diagrammatic and job conditions may not always permit their installation in the location shown. When this situation occurs, it shall be brought to the Architect's attention immediately and the relocation determined in a joint conference. The Contractor will be held responsible for the relocating of any items without first obtaining the Architect's approval. He shall remove and relocate such items at his own expense if so directed by the Architect.Where possible;uniform margins shall be maintained between parallel lines and/or adjacent wall,floor or ceiling surfaces. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 49 of 72 Driving Track Canopy Services Agreement—Exhibit E F-20 OVERLOADING: The Contractor shall be responsible for loading of any part or parts of structures beyond their safe carrying capacities by placing of materials, equipment, tools, machinery or any other item thereon.No loads shall be placed on floors or roofs before they have attained their permanent and safe strength. F-21 MANUFACTURER'S INSTRUCTIONS: Where it is required in the Specifications that materials, products, processes, equipment, or the like be installed or applied in accordance with manufacturer's instructions, direction or specifications, or words to this effect, it shall be construed to mean that said application or installation shall be in strict accordance with printed instructions furnished by the manufacturer of the material concerned for use under conditions similar or those at the job site. Three copies of such instructions shall be furnished City and approval thereof obtained before work is begun. F-22 CLEANING UP: The Contractor shall keep the premises free from accumulation of waste material or rubbish caused by employees or as a result of the Work. At completion of work,the General Contractor shall,immediately prior to final inspection of complete work for building,execute the following final cleaning work with trained janitorial personnel and with material methods recommended by the manufactures of installed materials. 1. Sweep and buff resilient floors and base,and vacuum carpeting. 2. Dust all metal and wood trim and similar finished materials. 3. Wash all glass and similar non-resilient materials. 4. All hardware and other unpainted metals shall be cleaned and polished and all equipment and paint or decorated work shall be cleaned and touched-up if necessary,and a.11 temporary labels,tags,and paper coverings removed throughout the buildings. Surfaces that are waxed shall be polished. 5. The exterior of the building,the grounds, approaches, equipment, sidewalks, streets, etc. shall be left in good order at the time of final acceptance. All paint surfaces shall be clean and unbroken,. 6. Clean all glass surfaces and mirrors of putty, paint materials, etc., without scratching or injuring the glass and leave the work bright, clean and polished. Cost of this cleaning work shall be borne by Contractor. 7. Cleaning and polishing, of glass and fittings installed indicated on the Drawings or required in the Specifications shall be completed at the time of acceptance of all work under the Contract. 8. Burning: Burning of rubbish on the premises will not be permitted. F-23 FIRE PROTECTION: The Contractor shall at all times maintain good housekeeping practices to reduce the risk of fire damage or injury to workmen.All scrap materials,rubbish and trash shall be removed daily from in and about the building and shall not be permitted to be scattered on adjacent property. Suitable storage space shall be provided outside the immediate building area for storing flammable materials and paints;no storage will be permitted in the building. Excess flammable liquids being used inside the building shall be kept in closed metal container and removed from the building during unused periods. A fire extinguisher shall be available at each location where cutting or welding is being performed.Where electric or gas welding or cutting work is done, interposed shields of ircombustible material shall be used Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 50 of 72 Driving Track Canopy Services Agreement—Exhibit E to protect against fire damage due to sparks and hot metal.When temporary heating devices are used,a watchman shall be present to cover periods when other workmen are not on the premises. The Contractor shall provide fire extinguishers in accordance with the recommendations and NFPA Bulletins Nos. 10 and 241.However,in all cases a minimum of two fire extinguishers shall be available for each floor of construction. F-24 CUTTING AND PATCHING: Wherever cutting and removal of portions of the existing work is indicated,such work shall be neatly sawed or cut by Contractor in a manner that will produce a neat straight line,parallel to adjacent surfaces or plumb for vertical surfaces. Care should be exercised not to damage any work that is to remain. At no time shall any structural members be cut. F-25 PROJECT CLOSEOUT Final Inspection,Record Drawings: Attention is called to General Conditions Section entitled, "Substantial Completion and Final Payment". 1) Name, address and trade of all sub-contractors. 2) Complete maintenance instructions; name, address, and telephone number of installing Contractor, manufacturer's local representative,for each piece of operative equipment. 3) Catalog data on plumbing fixtures,valves,water heaters, heating and cooling equipment,temperature control,fan,electrical panels,service entrance equipment and light fixtures. 4) Manufacturer's name,type,color designation for resilient floors,windows,doors,concrete block,paint, roofing,and other materials. Operational Inspection and Maintenance Instruction:The Contractor shall provide at his expense, competent manufacturer's representatives to completely check out all mechanical and electrical systems and items covered by the Drawings and Specifications.This requirement shall be scheduled just prior to and during the initial start-up.After all systems are functioning properly the representatives shall instruct maintenance personnel of the City in the proper operation and maintenance of each item. F-26 GUARANTEE AND EXTENDED GUARANTEE: Upon completion of the Project,prior to final payment,guarantees required by technical divisions of Specifications shall be properly executed in quadruplicate by subcontractors and submitted through the Contractor to Architect.Delivery of guarantees shall not relieve Contractor from any obligation assumed under Contract. The Contractor shall guarantee the entire Project for one year. In addition,where separate guarantees,for certain portions of work,are for longer periods,General Contractor's guarantee shall be extended to cover such longer periods. Manufacturer's extended warrantees shall be included in this contract. Guarantees shall become valid and operative and commence upon issuance of Certificate of Inspection and Acceptance by City. Guarantees shall not apply to work where damage is result of abuse,neglect by City or his successor(s)in interest. The Contractor agrees to warrant his work and materials provided in accordance with this contract and the terms of the Technical Specifications contained herein. Unless supplemented by the Technical Specifications or the manufacturer's normal extended warrantees, the Contractor shall warrant all work Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 51 of 72 Driving Track Canopy Services Agreement—Exhibit E materials, and equipment against defects for a period of one year from the date of final acceptance. The Contractor further agrees to bear all costs of making good all work that is found to be defective or not provided in accordance with the Contract Documents. Additionally if t-ie facility or contents are damaged due to defective materials or workmanship of the Contractor,the Contractor further agrees to bear all cost of repairing and/or replacing damaged items and components to bring such items back to at least their original condition. F-27 RECORD DRAWINGS: Upon completion of the Work and prior to application for final payment,one print of each of the Permitting schematics-drawings accompanying this specification shall be neatly and clearly marked in red by the Contractor to show variations between the construction actually provided and that indicated or specified in the Permit Schematics. The annotated documents shall be delivered to the City.Where a choice of materials and/or methods is permitted herein and where variations in the scope or character of the work from the entire work indicated or specified are permitted either by award of bidding items specified for that purpose,or by subsequent change to the drawings,the record drawings shall define the construction actually provided.The representation of such variations shall conform to standard drafting practice and shall include supplementary notes,legends and details which may be necessary for legibility and clear portrayal of the actual construction.The record drawings shall indicate,in addition,the actual location of all sub-surface utility lines,average depth below the surface and other appurtenances. F-28 CONSTRUCTION FENCE: The Contractor shall provide a substantial chain-link construction fence around all or a part of the site. The fences and gates must be maintained throughout the construction period. Remove the fences and gates upon completion of the Project and restore the site to the required original or contract condition. F-29 PRODUCT DELIVERY STORAGE HANDLING: The Contractor shall handle,store and protect materials and products,including fabricated components,by methods and means which will prevent damage, deterioration and loss,including theft(and resulting delays),thereby ensuring highest quality results as the work progresses. Control delivery schedules so as to minimize unnecessary long- term storage at project site prior to installation. F-30 REMOVAL OF SALVAGED MATERIAL: The Contractor shall remove salvaged material and equipment from the Project site and dispose of it in accordance with the law. Equipment or material identified in the Specifications or Plans for City salvage shall be carefully removed and delivered to the City at any location in within the City limits as directed by the City. F-31 MANUFACTURER'S REFERENCE: Catalog,brand names, and manufacturer's references are descriptive,not restrictive. Bids on brands of like nature and quality will be considered. Contractor shall inform the City of any substitutions intended for the project within S business days of contract execution. Failure to inform the City of substitute products will obligate the Contractor to provide the specified material if awarded the contract. Within 14 days after bid opening and upon request of the Contractor,the Contractor will submit a full sized sample and/or detailed information as required to allow the architect to determine the acceptability of proposed substitutions. Where equipment has been listed as "no substitute accepted';the City will accept no alternates to the specified equipment. SECTION G CONTRACT TIME G-1 DEFINITIONS The Contract Time is the period of time allotted in the Contract Documents for completion of the Work and is the number of calendar days elapsing between the date of commencement and the date of Substantial Completion plus additional days assessed for failure to complete punch list items from the Final Inspection in a timely manner and additional weather days beyond what is allotted in the contract. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 52 of 72 Driving Track Canopy Services Agreement—Exhibit E The Date of Commencement of the Work is the date established in the Notice to Proceed.If there is no notice to proceed,it shall be the date of the Agreement or such other date as may be established therein. The Date of Substantial Completion of the Work or designated portion thereof is the Date certified by with the approval of the City that construction is sufficiently complete, in accordance with the Contract Documents,so the City may occupy the Work or designated portion thereof for the use for which it is intended.Final acceptance of the completed work or any portion thereof can be made only by the City, and no other form of acceptance will be binding upon the City. A Calendar Day constitutes 24 hours of time and is any one of the seven days of a week,including Sunday,regardless of whether a"Working Day"or not,and regardless of weather conditions or any situation which might delay construction.An extension of contract time shall be in accordance with this Section. Final approval of Eextensions of time will be as recommended by the Architect City with final approval by City of Fort Worth. A Working DaX is defined as a calendar day,not including Saturdays,Sundays,and legal holidays,in which weather or other conditions not under the control of the Contractor permit the performance of work for a continuous period of not less than seven hours between 7:00 a.m. and 6:00 p.m.However,nothing in these Contract Documents shall be construed as prohibiting the Contractor from working on Saturdays if he so desires. Legal holidays for the City of Fort Worth are defined as being New Year's Day, Independence Day,Labor Day,Thanksgiving Day, and the day after Thanksgiving,Christmas Day, Memorial Day and Martin Luther King Jr.Day, G-2 PROGRESS AND COMPLETION: All the time limits stated in the Contract Documents are of essence to the Contract. The Contractor shall begin the Work on the date of commencement as defined in this Section.He shall carry the Work forward expeditiously with adequate forces and shall complete it within the Contract Time. G-3 CONSTRUCTION WORK: Noise created by construction work within three hundred(300) feet of an occupied residential structure involving the erection,excavation,demolition,alteration,or repair of any building,structure,or flatwork is prohibited as follows: Before 7:00 a.m. or after 8:00 p.m.Monday-Friday Before 9:00 a.m. or after 8:00 p.m. Saturday-Sunday G-4 DELAYS AND EXTENSIONS OF TIME: If the Contractor is delayed at any time in the progress of the Work by any act or neglect of the City,or by any employee of the City,or by any separate contractor employed by the City,or by changes ordered in the Work,or by labor disputes,fire,unusual delay in transportation,unavoidable casualties or any causes beyond the Contractor's control,or by any cause which the City determines may justify the delay,then the contract time may be extended by Change Order for such reasonable time as approved by the City. All claims for extension of time shall be made in writing to the City no more than fifteen days after the occurrence of the delay; otherwise they shall be waived. If no schedule or agreement is made stating the dates upon which written interpretations shall be furnished,then no claim for delay shall be allowed on account of failure to furnish such interpretation until fifteen days after demand is made for them,and not then unless such a claim is reasonable. G-5 NO DAMAGE FOR DELAY: No payment,compensation or adjustment or any kind(other than the extensions of time provided for)shall be made to the Contractor for damages because of hindrances or delays from an cause in the progress of the work,whether such hindrances or delays be Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 53 of 72 Driving Track Canopy Services Agreement—Exhibit E avoidable or unavoidable,and the Contractor agrees that he will make no claim for compensation, damages or mitigation of liquidated damages for any such delays,and will accept in full satisfaction for such delays said extension of time. SECTION H PAYMENTS AND COMPLETIO`Z H-1 CONTRACT SUM: The Contract Sum is stated in the contract and is the total amount payable by the City to the Contractor for the performance of the Work under the Contract Documents. H-2 SCHEDULE OF VALUES: Before the first Application for Payment,the Contractor shall submit to the City a Schedule of Values of the various portions of the Work,aggregating the total Contract Sum,divided so as to facilitate payments to Sub-contractors,:prepared in such form as the City and the Contractor may agree upon,and supported by such data to substantiate its correctness as the City may require.Each item in the Schedule of Values shall include its proper share of overhead and profit. This Schedule,when approved by the City,shall be used as a basis for the Contractor's Applications for Payment. H-3 PROGRESS PAYMENTS: On the first day of each month after the first month's work has been completed,the Contractor will make current estimates in writing for review by the City of materials in place complete and the amount of work performed during the preceding month or period and the value thereof at the prices contracted for as shown on the approved Schedule of Values and Progress Schedule. If payments are to be made on account of materials or equipment not incorporated in the Work but delivered and suitably stored at the site such payments shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the City to establish the City's title to such materials or equipment or otherwise protect the City's interest including applicable insurance and transportation to the site. The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an Invoice,whether incorporated in the Project or not,will pass to the City upon the receipt of such payment by the Contractor,free and clear of all liens,claims,security interests or encumbrances hereinafter referred to as "liens"; and that no Work,materials or equipment covered by an Application for Payment will have been acquired by the Contractor, or by any other persons performing the Work at the site or furnishing materials and equipment for the Work, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. The Contractor shall prepare an Invoice as each application for payment and indicate the progress made to date and the period or month for which payment is requested for each Item listed in the Schedule of Values. A copy of the revised monthly work progress schedule must be attached before the pay request can be accepted. H-4 CERTIFICATES FOR PAYMENT: If the Contractor has made Application for Payment as above submitted an invoice for payment,the City will,with reasonable iromptness but not more than seven days after the receipt of the Invoice,prepare a Certificate of Payment r::lease approval for payment,with a copy to the Contractor, for such amount determined to be properly clue, or state in writing reasons for withholding a Certificate. The issuance of a Certificate for Payment will constitute a representation by the City, based on the Architect's observations at the site and the data comprising the Application for Payment,that the Work has progressed to the point indicated;that the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole upon Substantial Completion,to the results of any subsequent tests required by the Contract Documents,to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Certificate); and Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 54 of 72 Driving Track Canopy Services Agreement—Exhibit E recommendations to the City that the Contractor be paid in the amount certified.In addition,the Architect's approval of final payment assures the City that the conditions precedent to the Contractor's being entitled to final payment as set forth in this Section have been fulfilled. After the Architect has issued a Certificate for Payment,the City shall approve or disapprove same within ten days after it has been delivered to the City.For contracts less than$400,000,City shall pay 90%of the approved estimate to the Contractor within seven days after its approval, and the remaining 10%of each such estimate will be retained by the City until Substantial Completion.For contracts in excess of$400,000, the City will retain only 5%of each estimate until Substantial Completion. No Authorization for a progress payment, nor any progress payment, nor any partial or entire use or occupancy of the Project by the City, shall constitute an acceptance of any Work not in accordance with the Contract Documents,or relieve the Contractor of liability in respect to any warranties or responsibility for faulty materials or workmanship. The Contractor shall promptly remedy any defects in the Work and pay for any damage to other work resulting therefrom that shall appear within a period of one year from the date of final acceptance of the Work unless a longer period is specified. H-5 PAYMENTS WITHHELD: The City may decline to approve an Invoice for Payment and may withhold Authorization for Payment in whole or in part if in his opinion he is unable to make the representations to the City verify work performed as provided in this Section.The City may also decline to approve any Invoice for Payment or, because of subsequently discovered evidence or subsequent inspections, may nullify the whole or any part of any Certificate Authorization for Payment previously issued to such extent as may be necessary in his opinion to protect the City from loss because of: 1) Defective work not remedied; 2) Claims filed or reasonable evidence indicating probable filing of claims; 3) Failure of the Contractor to make payments properly to Subcontractors, or for labor, materials or equipment; 4) Reasonable doubt that the Work can be completed for the unpaid balance of the Contract Sum; 5) Damage to another contractor; 6) Reasonable indication that the Work will not be completed within the Contract Time; or 7) Unsatisfactory prosecution of the Work by the Contractor. When such grounds for the refusal of payment are removed,payment shall be made for amounts withheld because of them. The City reserves the right to withhold the payment of any monthly estimate, without payment of interest, if the Contractor fails to perform the Work in accordance with the specifications. H-6 LIQUIDATED DAMAGES: The deduction for liquidated damages shall be as follows: Amount of Contract Liquidated Damages per Day $15,000 or less $45 $15,001 to$25,000 $63 $25,001 to$50,000 $105 $50,001 to$100,000 $154 $100,000 to$500,000 $210 $500,001 to$1,000,000 $315 $1,000,001 to$2,000,000 $420 $2,000,001 to$5,000,000 $630 $5,000,001 to$10,000,000 $840 Over$10,000,000 $980 Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 55 of 72 Driving Track Canopy Services Agreement—Exhibit E H-7 FAILURE OF PAYMENT: If,without fault on the part of the Contractor,the City should fail to issue any Certificate Authorization for Payment within seven days after receipt of the Contractor's Application for Payment,if the Contractor's Application for Payment,or if,without fault on the part of the Contractor, the City should fail to approve such estimate or to pay to the Contractor 90% or 95% (as applicable)of the amount thereof within the period of time specified,then the Contractor may,upon seven (7)days additional written notice to the City and to the Architect,stop the Work until payment of the amount owing has been received. H-S SUBSTANTIAL COMPLETION AND FINAL PAYMENT: Prior to the request for final payment,the Contractor must meet all provisions for Project Closeout. When the Contractor determines that the Work is substantially complete,the City shall inspect the project with the Contractor and the contractor will prepare a"Preliminary Punch List". When the City,on the basis of a subsequent inspection,determines that the Work is substantially complete, he then will prepare a Certificate of Substantial Completion (G704) which, when approved by the City, shall allow the Contractor to request a Certificate of Occupancy which will establish the Date of Substantial Completion. The Certificate of Substantial Completion shall state the responsibilities of the City and the Contractor for maintenance, heat, utilities, and insurance, shall set forth the remaining work as a "final punch list".The Contractor shall complete the remaining work listed therein within 30 calendar days. When the Certificate of Occupancy has been issued,the retainage may be reduced to 4%. Upon completion of the work listed on the final punch list to the satisfaction of the City of Fort Worth, the retainage may be reduced to 2.5%. Should the Contractor fail to complete all contractual requirements of the contract,including submittals and final pay request within the fixed time,the contract time will again commence. Should the Contractor fail to complete the work within the contract duration,liquidated damages will be assessed Upon receipt of written notice that the Work is ready for final inspection, the City will conduct a joint inspection and certify completion of the final punch list by cosigning it with the Contractor. The Contractor shall submit the following items to the City prior to requesting final payment: 1) Contractor's Affidavit of Payment of Debts and Claims (G706) stating that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or his property might in any way be responsible,have been paid or otherv/ise satisfied, 2) Consent of Surety to Final Payment(G707),if any,to final payment, 3) Contractor's Affidavit of Release of Liens(G706A),and, 4) Other data establishing payment or satisfaction of all such obligations, such as receipts,releases, and waivers of liens arising out of the Contract,to the extent and in such form as may be designated by the City. 5) Contractor's Warranty 6) Statement that all outstanding work has been completed 7) Issuance of the Final Certificate of Substantial Completion 8) Final acceptance by the City of Fort Worth. If any Subcontractor,materialman or laborer refuses to furnish a Contractor's Affidavit of Release of Liens, the Contractor may, at the election of the City, furnish a bond satisfactory to the City to indemnify him against any right, claim or lien which might be asserted by such Subcontractor,materialman or laborer. If any such right, claim or lien remains unsatisfied after all payments are made. The Contractor shall refund to the City all monies that the latter may be compelled to pay to discharging such right, claim or lien, including all costs and reasonable attorney's fees. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 56 of 72 Driving Track Canopy Services Agreement—Exhibit E The Contractor may then request final payment.The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and still unsettled. The Contractors one-year warranty will commence upon final acceptance of the Project by the City of Fort Worth. The designated representative of the City of Fort Worth will make final acceptance and no other form of acceptance will be binding upon the City. . H-9 FINAL PAYMENT FOR UN-BONDED PROJECTS: Final payment will not be made for a period of 30 calendar days and until all requirements have been met, with the exception of Consent of Surety for Final Payment. SECTION I PROTECTION OF PERSONS AND PROPERTY I-1 SAFETY PRECAUTIONS AND PROGRAMS: The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. The Contractor shall designate a responsible member of his organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated in writing by the Contractor to the City. I-2 SAFETY OF PERSONS AND PROPERTY: The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: (1) All employees on the Work and all other persons who may be affected thereby; (2) All the Work and all materials and equipment to be incorporated therein,whether in storage on or-off the site, under the care, custody or control of the Contractor or any of his Subcontractors or Sub- contractors; and (3) Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. Until acceptance of the Work, it shall be under the charge and care of the Contractor, and he shall take every precaution against injury or damage to the Work by the action of the elements or from any other cause whatsoever, whether arising from the execution or from the non-execution of the Work. The Contractor shall rebuild,repair,restore and make good, at his own expense,all injuries or damages to any portion of the Work occasioned by any of the above,caused before its completion and acceptance. The Contractor shall comply with all applicable Laws, Ordinances,Rules,Regulations and Orders of any public authority having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss.He shall erect and maintain,as required by existing conditions and progress of the Work,all reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards,promulgating safety regulations and notifying Citys and users of adjacent utilities. When the use or storage of explosives or other hazardous materials or equipment is necessary for the execution of the Work,the Contractor shall exercise the utmost care and shall cant'on such activities under the supervision of properly qualified personnel. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 57 of 72 Driving Track Canopy Services Agreement—Exhibit E All damage or loss to any property referred to in the preceding paragrapl-s caused in whole or in part by the Contractor,any Subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts any of them may be liable, shall be remedied by the Contractor, including damage or loss attributable to faulty Drawings or Specifications and acts or omissions of the City or anyone employed by him or for whose acts he may be liable,and not attributable to the fault or negligence of the Contractor or anyone claiming through the Contractor for such damage or loss. The Contractor shall not load or permit any part of the Work to be loaded so as to endanger its safety. I-3 EMERGENCIES: In any emergency affecting the safety of persons or property, the Contractor shall act at his discretion to prevent threatened damage, injury or loss. Any additional compensation or extension of time claimed by the Contractor on account of emergency work shall be determined as provided in Changes in the Work. I-5 SAFE WORK PRACTICES: The Contractor shall employ safe practices in handling materials and equipment used in performing required work so as to insure the safety of his workmen,City employees and the public. The Contractor shall keep the premise free at all times from accumulation of waste materials or rubbish. At the completion of the work,the Contractor shall remove all his wastes and rubbish from and about the work area,as well as his tools,equipment and surplus materials and shall leave the area as clean and free of spot,stains,etc.,as before the work was undertaken. I-6 TRENCH SAFETY: The Contractor shall be responsible for all design and implementation of trench shoring and stabilization to meet regulatory requirements. If the Proposal requires, the Contractor shall include a per-unit cost for trench safety measures in his bid. If not included in the Proposal, the Contractor shall include a cost for trench safety measures for all trenches over 5 feet in depth in his Schedule of Values. SECTION J-INSURANCE J-1 INSURANCE REQUIRED: The Contractor shall not commence work under this Contract until he has obtained all insurance required under this Agreement and such.insurance has been approved by the City of Fort Worth, nor shall the Contractor allow any Subcontractor to commence work to be performed under this Contract until all similar insurance of the Subcontractor has been so obtained and approved. The City of Fort Worth will be listed as an"additional insured"on all policies except Worker's Compensation. J-2 WORKERS' COMPENSATION INSURANCE 1) General: a) Contractor's Worker's Compensation Insurance. Contractor agrees to provide to the City(City) a certificate showing that it has obtained a policy of workers compensation insurance covering each of its employees employed on the project in compliance with state law. No Notice to Proceed will be issued until the Contractor has complied with this section. b) Subcontractor's Worker's Compensation Insurance. Contractor agrees to require each and every subcontractor who will perform work on the project to provide to it a certificate from such subcontractor stating that the subcontractor has a policy of workers compensation insurance covering each employee employed on the project. Contractor will not permit any subcontractor to perform work on the project until such certificate has been acquired. Contractor shall provide a copy of all such certificates to the City(City). c) By signing this Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the City that all employees of the Contractor who will provide services on the project will be covered by worker's compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 58 of 72 Driving Track Canopy Services Agreement—Exhibit E and that all coverage agreements will be filed with the appropriate insurance carrier or,in the case of a self-insured,with the Texas Worker's Compensation Commission's Division of Self-Insurance Regulation.Providing false or misleading information may subject the Contractor to administrative penalties,criminal penalties,civil penalties or other civil actions. d) The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entitles the City to declare the contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the City. 2) Definitions: a) Certificate of Coverage("certificate"). A copy of a certificate of insurance,a certificate of authority to self-insure issued by the Texas Workers'Compensation Commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. b) Duration of the Project. Includes the time from the beginning of the work on the project until the Contractor's/person's work on the project has been completed and accepted by the City. c) Persons providing services on the project("subcontractor"in section 406.096)-includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the project,regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors,leasing companies,motor carriers,City-operators,employees of any such entity,or employees of any entity which furnishes persons to provide services on the project. "Services" include,without limitation,providing,hauling,or delivering equipment or materials,or providing labor,transportation, or other services related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 3) Requirements: a) The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements,which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services of the project,for the duration of the project. b) The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. c) If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the City showing that coverage has been extended. d) The Contractor shall obtain from each person providing services on a project, and provide to the City: i) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project;and ii) no later than seven days after receipt by the Contractor,a new certificate of coverage showing extension of coverage,if the coverage period shown on the current certificate of coverage ends during the duration of the project. e) The Contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 59 of 72 Driving Track Canopy Services Agreement—Exhibit E f) The Contractor shall notify the City in writing by certified mail or personal delivery, within ten (10) days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. g) The Contractor shall post on each project site a notice,in the text,form and manner prescribed by the Texas Worker's Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. h) The Contractor shall contractually require each person with whom it contracts to provide services on a project,to: i) provide coverage, based on proper reporting on the classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; ii) provide to the Contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project,for the duration of the project; iii) provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage,if the coverage period shown on the current certificate of coverage ends during the duration of the project; iv) obtain from each other person with whom it contracts,and provide to the Contractor: (1) a certificate of coverage,prior to the other person beginning work on the project;and (2) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; v) retain all required certificates of coverage on file for the duration of the project and for one year thereafter. vi) notify the City in writing by certified mail or personal delivery,within ten(10)days after the person knew or should have known,of any change that materially affects the provision of coverage of any person providing services on the project;and vii)contractually require each person with whom it contracts,to perform as required by paragraphs h- i)-vii),with the certificates of coverage to be provided to the person for whom they are providing services. 4) Posting of Required Worker's Compensation Coverage: a) The Contractor shall post a notice on each project site informing all persons providing services on the project that they are required to be covered, and stating how a person may verify current coverage and report failure to provide coverage. This notice does not satisfy other posting requirements imposed by the Texas Worker's Compensation Act or other Texas Worker's Compensation Commission rules. This notice must be printed with a title in at least 30 point bold type and text in at least 19-point normal type, and shall be in both English and Spanish and any other language common to the worker population. The text i.'or the notices shall be the following text,without any additional words or changes: "REQUIRED WORKER'S COMPENSATION COVERAGE The law requires that each person working on this site or providing services related to this construction project must be covered by worker's compensation insurance. This includes persons providing, hauling, or delivering equipment or materials, or providing labor or transportation or other service related to the project,regardless of the identity of their employer or status as an employee". Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 60 of 72 Driving Track Canopy Services Agreement—Exhibit E Call the Texas Worker's Compensation Commission at 512-440-3789 to receive information on the legal requirement for coverage, to verify whether your employer has provided the required coverage,or to report an employer's failure to provide coverage." J-3 LIABILITY INSURANCE: The Contractor shall procure and maintain during the term of this Contract such Liability Insurance as shall protect him, the City of Fort Worth and any Subcontractor performing work covered by this Contract,from claims of damage which may arise from operations under this Contract,including blasting,when blasting is done on, or in connection with the Work of the Project, whether such operations be by himself or by any Subcontractor or by anyone directly or indirectly employed by either of them and the limits of such insurance shall be not less than the following: 1) Automobile Liability: $1,000,000 each accident or reasonably equivalent split limits for bodily injury and property damage. Coverage shall be on"any auto"including leased,hired,owned,non-owned and borrowed vehicles used in connection with this Contract. 2) Commercial General Liability: $1,000,000 each occurrence. Coverage under the policy shall be as comprehensive as that provided in a current Insurance Services Office(ISO)policy form approved for use in Texas and the policy shall have no exclusions by endorsement unless such are approved by the City. 3) Asbestos Abatement Liability Insurance: When the Project specifically requires the removal of Asbestos Containing Materials, the Contractor, or subcontractor performing the removal, shall be required to maintain Asbestos Abatement Liability Insurance as follows: $1,000,000 per occurrence; $2,000,000 aggregate limit. The coverage shall include any pollution exposure, including environmental impairment liability, associated with the services and operations performed under this contract in addition to sudden and accidental contamination or pollution liability for gradual emissions and clean-up costs. J-4 BUILDER'S RISK INSURANCE: Unless stated otherwise in the Proposal or Invitation, the Contractor shall procure,pay for and maintain at all times during the term of this Contract, Builder's Risk Insurance against the perils of fire,lightning,windstorm,hurricane,hail,riot,explosion,civic commotion, smoke, aircraft,land vehicles,vandalism, and malicious mischief, at a limit equal to 100%of the Contract Sum. The policy shall include coverage for materials and supplies while in transit and while being stored on or off site. If specifically required in the Instructions to Bidders, the policy shall include coverage for flood and earthquake. Different sub-limits for these coverages must be approved by the City. Consequential damage due to faulty workmanship and/or design performed by the Contractor or his agents shall be covered. Upon completion of the Work, the Contractor shall notify the City of Fort Worth in writing before terminating this insurance. J 5 PROOF OF CARRIAGE OF INSURANCE: The Contractor shall provide a certificate of insurance documenting the Property Management Department,City of Fort Worth as a"Certificate Holder", and noting the specific project(s)covered by the Contractor's insurance as documented on the certificate of insurance. More than one certificate may be required of the Contractor depending upon the agents and/or insurers for the Contractor's insurance coverages specified for the project(s). J-6 OTHER INSURANCE RELATED REQUIREMENTS 1) The City of Fort Worth shall be an additional insured, by endorsement, on all applicable insurance policies. 2) Applicable insurance policies shall each be endorsed with a waiver of subrogation in favor of the City of Fort Worth. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 61 of 72 Driving Track Canopy Services Agreement—Exhibit E 5 3) Insurers of policies maintained by Contractor and its subcontractor(s),if applicable,shall be authorized to do business in the State of Texas, or otherwise approved by the City of Fort Worth, and such shall be acceptable to the City of Fort Worth insofar as their financial strength and solvency are concerned. Any company through which the insurance is placed must have a rafting of at least A:VH, as stated in current edition of A. M. Best's Key Rating Guide. At the City's sole discretion, a less favorable rate may be accepted by the City. 4) Deductible limits on insurance policies and/or self-insured retentions exceeding $10,000 require approval of the City of Fort Worth as respects this Contract. 5) The City of Fort Worth shall be notified in writing a minimum of thi:-ty days prior to an insurer's action in the event of cancellation or non-renewal in coverage regardin,,; any policy providing insurance coverage required in this Contract. 6) Full limits of insurance shall be available for claims arising out of Lhis Contract with the City of Fort Worth. 7) The Contractor shall provide certificates of insurance to the City prior to commencement of operations pursuant to this Contract.Any failure on part of the City of Fort Worth to request such documentation shall not be construed as a waiver of insurance requirements specified herein. 8) The City of Fort Worth shall be entitled, upon request and without: incurring expense, to review the insurance policies including endorsements thereto and,at its discretion,to require proof of payment for policy premiums. 9) The City of Fort Worth shall not be responsible for paying the cost of insurance coverages required herein. 10) Notice of any actual or potential claim and/or litigation that would affect insurance coverages required herein shall be provided to the City in a timely manner. 11) "Other insurance" as referenced in any policy of insurance providing coverages required herein shall not apply to any insurance policy or program maintained by the City of Fort Worth. 12) Contractor shall agree to either require its subcontractors to maintai:i the same insurance coverages and limits thereof as specified herein or the Contractor shall provide such coverage on the Contractor's subcontractors. SECTION K CHANGES IN THE WORK K-1 CHANGE ORDER: The City,without invalidating the Contract,may order Changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions,the Contract Sum and the Contract Time being adjusted accordingly. All Such Changes in the Work shall be authorized by Change Order,and shall be executed under the applicable conditions of the Contract Documents. A Change Order is a written order to the Contractor signed by the Contractor and the City, issued after the execution of the Contract,authorizing a Change in the Work or adjustment in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. Any changes in work required due to changed or unforeseen conditions, or by request of either the Contractor or the City,shall be coordinated with the Director,Property Nfanagement Department. A change order must be written and duly negotiated and executed prior to performing changed work. The cost or credit to the City resulting from a Change in the work shall be determined in one or more of the following ways: Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 62 of 72 Driving Track Canopy Services Agreement—Exhibit E 1) by mutual acceptance of a lump sum property itemized, including the allowance to Contractor for overhead and profit stipulated in the original contract proposal; 2) by unit prices stated in the Contract Documents or subsequently agreed upon; or 3) by cost and a mutually acceptable fixed or percentage fee. If none of the methods set forth herein above is agreed upon,the Contractor,provided he receives a Change Order,shall promptly proceed with the Work involved.The cost of such work shall then be determined on the basis of the Contractor's reasonable expenditures and savings,including a reasonable allowance for overhead and profit as indicted in the original contract proposal.In such cases,the Contractor shall keep and present,an itemized accounting together with appropriate supporting data. Pending final determination of cost to the City,payments on account shall be made by Invoice as approved by the City. If after the Contract has been executed,the City,requests a price proposal from the Contractor for a proposed change in scope of the work, Contractor shall process such proposal within seven days of receipt and return the price quote to the City in writing.The City shall review the price quotation and if approval is recommended,forward the proposed change order request and price proposal to the City for approval approve if acceptable.If approval is not recommended not acceptable,the City will attempt to negotiate with Contractor to revise the proposal to a figure which is fair and reasonable-and forward it on to the City for approval.If the negotiations do not result in an equitable solution,the City shall prepare a cost-plus type Change Order with a price-not-to-exceed figure for approval by the City and require specific documentation to be provided by Contractor in accordance with the paragraph above. Contractor is advised that according to City of Fort Worth Charter,that,the City Council must approve all Change Orders and Work Orders which results in an increase in cost of the contract amount by over $100,000.Normal processing time for the City Staff to obtain City Council approval,once the recommended change order has been received at the City,is approximately thirty days. City and Contractor shall endeavor to identify Change Order items as early in the Construction process as possible to minimize their impact on the construction schedule. If unit prices are stated in the Contract Documents or subsequently agreed upon,and if the quantities originally contemplated are so changed in a proposed Change Order that application of the agreed unit prices to the quantities of Work proposed will create a hardship on the City or the Contractor,the applicable tinit prices shall be equitably adjusted to prevent such hardship. If the Contractor claims that additional cost or time is involved because of(1)any written interpretation issued pursuant to Section A,(2) any order by the City to stop the Work pursuant to Section B,where the Contractor was not at fault,or(3) any written order for a minor change in the Work,the Contractor shall make such claim. K-2 CLAIMS FOR ADDITIONAL COST OR TIME: If the Contractor wishes to make a claim for an increase in the Contract Sum or an extension in the Contract Time,he shall give the City written notice thereof within a reasonable time after the occurrence of the event that gave rise to such claim.This notice shall be given by the Contractor before proceeding to execute the Work,except in an emergency endangering life or property in which case the Contractor shall proceed in accordance with Section J. No such claim shall be valid unless so made. Any change in the Contract Sum or Contract Time resulting from such claim,if approved by the City,shall be authorized by Change Order. K-3 OVERHEAD ALLOWANCES FOR CHANGES: Should any change in the work or extra work be ordered, the following applicable percentage shall be added to Material and Labor costs to cover overhead and profit: Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 63 of 72 Driving Track Canopy Services Agreement—Exhibit E 1. Allowance to the Contractor for overhead and profit for extra work performed by the Contractor's own forces shall not exceed fifteen percent 15% . 2. Allowance to the Contractor for overhead and profit for extra work performed by a Subcontractor and supervised by the Contractor shall not exceed ten percent 10% . K-4 MINOR CHANGES IN THE WORK: The-City shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes may be effected by Field Order or by other written order. Such changes shall be confirmed in writing by the City and shall be binding on the City and the Contractor. K-5 FIELD ORDERS: The City may issue written Field Orders which interpret the Contract Documents,or which order minor changes in the Work without change in Contract Sum or Contract Time.The Contractor shall carry out such Field Orders promptly. SECTION L UNCOVERING AND CORRECTION OF WORK L-1 UNCOVERING OF WORK: If any Work should be covered contrary to the request of the City,it must be uncovered for observation and replaced,at the Contractor's expense. If any other work has been covered which the City has not specifically requested to observe prior to being covered,the City may request to see such work and it shall be uncovered by the Contractor. If such Work be found in accordance with the Plans and Specifications,the cost of uncovering and replacement shall, by appropriate Change Order,be charged to the City.If such work be found not in accordance with the Plans and Specifications,the Contractor shall pay such costs unless it is found that this condition was caused by a separate contractor employed by the City. L-2 CORRECTION OF WORK: The Contractor shall promptly correct all work rejected by the City as defective or as failing to conform to the Plans and Specifications whether observed before or after Substantial Completion and whether or not fabricated,installed or completed.The Contractor shall bear all costs of correcting such rejected Work. If,within one year after the Date of Substantial Completion or within such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents,any of the work is found to be defective or not in accordance with the Contract Documents, the Contractor shall correct it promptly after receipt of a written notice from the City to do so,unless the City has previously given the Contractor a written acceptance of such condition,describing same specifically and not generally. The City shall give such notice promptly after discovery of the condition. All such defective or non-conforming work under the preceding paragraphs shall be removed from the site where necessary and the work shall be corrected to comply with the Contract Documents without cost to the City. Defective or non-conforming work shall be completed in a timely manner.The Contractor shall respond and/or repair any work that is deemed an emergency by the City within 24 hours. The Contractor shall respond and/or repair any other defective or non-conforming work within three working days. The Contractor shall bear the cost of making good all work of separate contractors destroyed or damaged by such removal or correction. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 64 of 72 Driving Track Canopy Services Agreement—Exhibit E If the Contractor does not remove such defective or non-conforming work within a reasonable time fixed by written notice from the City,the City may remove it and may store the materials or equipment at the expense of the Contractor. If the Contractor does not pay the cost of such removal and storage within ten days thereafter,the City may upon ten additional days'written notice sell such work at auction or at private sale and shall account for the net proceeds thereof,after deducting all the costs that should have been borne by the Contractor including compensation for additional architectural services. If such proceeds of sale do not cover all costs that the Contractor should have borne,the difference shall be charged to the Contractor and an appropriate Change Order shall be issued. If the payments then or thereafter due the Contractor are not sufficient to cover such amount,the Contractor shall pay the difference to the City. If the Contractor fails to correct such defective or non-conforming work,the City may correct it in accordance with Section G. The obligation of the Contractor under this Section shall be in addition to and not in limitation of any obligations imposed upon him by special guarantees required by the Contract Documents or otherwise prescribed by law. L-3 ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK: If the City prefers to accept defective or non-conforming work,he may do so instead of requiring its removal and correction,in which case a Change Order will be issued to reflect an appropriate reduction in the Contract Sum,or,if the amount is determined after final payment,it shall be paid by the Contractor. SECTION M TERMINATION OF THE CONTRACT M-1 TERMINATION BY THE CONTRACTOR: If the work is stopped for a period of 30 days under an order or any court or other public authority having jurisdiction,through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing any of the work under a contract with the Contractor,or if the work should be stopped for a period of 30 days by the Contractor for the City's failure to make payment thereon as provided in Section I,then the Contractor may after the end of such period of 30 days and upon seven additional days' written notice to the City, terminate the Contract. M-2 TERMINATION BY THE CITY: If the Contractor is adjudged as bankrupt,or if he makes a general assignment for the benefit of his creditors,or if a receiver is appointed on account of his insolvency,or if the Contractor refuses,except in cases for which extension of time is provided,to supply enough properly skilled workmen or proper materials,or if he fails to make prompt payment to Subcontractors or for materials or labor,or fails to comply with all Laws,Statutes,Charter, Ordinances, Regulations or Orders of any public authority having jurisdiction,or otherwise is guilty of a substantial violation of a provision of the Contract Documents,then the City,on its own initiative that sufficient cause exists to justify such action,may,without prejudice to any rights or remedy and after giving the Contractor and his surety, if any, seven(7)days' written notice,terminate the employment of the Contractor and take possession of the site and of all materials,equipment,tools,construction equipment and machinery thereon owned by the Contractor and may finish the work by whatever method he may deem expedient.In such case the Contractor shall not be entitled to receive any further payment until the Work is finished. If the costs of finishing the Work exceed the unpaid balance of the Contract,the Contractor shall pay the difference to the City. The City of Fort Worth may terminate this contract in whole, or from time to time, in part,whenever such termination is in the best interest of the City. Termination will be effected by delivering to the Contractor Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 65 of 72 Driving Track Canopy Services Agreement—Exhibit E a notice of termination specifying to what extent performance of the work of the contract is being terminated and the effective date of termination. After receipt of termination the Contractor shall: a) Stop work under the Contract on the date and to the extent specified on the notice of termination. b) Place no further orders or subcontracts except as may be necessary for the completion of the work not terminated. c) Terminate all orders and subcontracts to the extent that they relate to the performance of the work terminated by the notice of termination. After termination as above,the City will pay the Contractor a proportionate part of the contract price based on the work completed;provided,however,that the amount of payment on termination shall not exceed the total contract price as reduced by the portion thereof allocable to the work not completed and further reduced by the amount of payments, if,any otherwise made. Contractor shall submit its claim for amounts due after termination as provided in this paragraph within 30 days after receipt of such claim. In the event of any dispute or controversy as to the propriety or allowability of all or any portion of such claim under this paragraph,such dispute or controversy shall be resolved and be decided by the City Council of the City of Fort Worth, and the decision by the City Council of the City of Fort Worth shall be final and binding upon all parties to this contract. SECTION N SIGNS The Contractor shall construct and install the project designation sign as required in the Contract Documents and in strict accordance with the Specifications for"Project Designation Signs."This sign shall be a part of this Contract and shall be included in the Contractor's Base Bid for the Project. The Contractor may install their company sign. No other signs will be,allowed. SECTION O TEMPORARY FACILITIES 0-1 SCOPE: The Contractor shall furnish,erect, and maintain facilities and perform temporary work required in the performance of this Contract,including those shown and specified. 0-2 USE OF TEMPORARY FACILITIES: All temporary facilities shall be made available for use by all workmen and subcontractors employed on the project, subject to reasonable directions by the Contractor as to their proper and most efficient utilization. 0-3 MAINTENANCE AND REMOVAL: The Contractor shall maintain temporary facilities in a proper,safe operating and sanitary condition for the duration of the Contract.Upon completion of the Contract,all such temporary work and facilities shall be removed from the premises and disposed of unless otherwise directed or specified hereunder. 0-4 FIELD OFFICES AND SHED: The Contractor is not required to provide a temporary field office or telephone for projects under$1,000,000. Contractor shall equip the Project Superintendent with a pager and provide 24-hour contacts to the City. The Contractor shall provide and maintain storage sheds and other temporary buildings or trailers on the project site as required for his use.Location of sheds and trailers shall be as approved by the City. Remove sheds when work is completed,or as directed. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 66 of 72 Driving Track Canopy Services Agreement—Exhibit E 0-5 WIRELESS CONNECTION: The Contractor shall provide and pay for wireless internet connection(WIFI)for the City. 0-6 TOILET FACILITIES: The Contractor shall provide proper,sanitary and adequate toilet facilities for the use of all workmen and subcontractors employed on the project. 0-7 UTILITIES: Contractor shall make all necessary arrangements and provide for temporary water and electricity required during the construction. Contractor shall provide and install temporary utility meters during the contract construction period. These meters will be read and the Contractor will be billed on this actual use. The Contractor shall provide all labor and materials required to tap into the utilities. The Contractor shall make the connections and extend the service lines to the construction area for use of all trades. Upon completion of the work all utility lines shall be removed and repairs made to the existing lines. Only utilities at existing voltages,pressures,frequencies,etc.will be available to the Contractor. Water. Provide an ample supply of potable water for all purposes of construction at a point convenient to the project or as shown on the Drawings. Pipe water from the source of supply to all points where water will be required. Provide sufficient hose to carry water to every required part of the construction and allow the use of water facilities to subcontractors engaged on the work. Provide pumps,tanks and compressors as may be required to produce required pressures. Electric Service. Provide adequate electric service for power and lighting to all points where required. Temporary, electric service shall be of sufficient capacity and characteristics to supply proper current for various types of construction tools,motors,welding machines,lights,heating plant,air conditioning system,pumps,and other work required. Provide sufficient number of electric outlets so that 50 foot long extension cords will reach all work requiring light or power. Lighting. Supply and maintain temporary lighting so that work of all trades may be properly and safely performed,in such areas and at such time that day-lighting is inadequate. Provide at least 0.75 watts of incandescent lighting per square foot and maintain a socket voltage of at least 110 volts. Use at least 100- watt lamps. In any event,the lighting intensity shall not be less than 5 foot candles in the vicinity of work and traffic areas. O-S HEATING: Heating devices required under this paragraph shall not be electric. The Contractor shall provide heat,ventilation,fuel and services as required to protect all work and materials and to keep the humidity down to the extent required to prevent corrosion of any metal and to prevent dampness or mildew which is potentially damaging to materials and finishes. All such heating,ventilation and services shall be provided and maintained until final acceptance of all work. In addition,the Contractor shall provide heat ventilation prior and during the following work operations as follows: f) At all times during the placing, setting and curing of concrete provide sufficient heat to insure the heating of the spaces involved to not less than 40 F. g) From the beginning of the application of drywall and during the setting and curing period, provide sufficient heat to produce a temperature in the spaces involved of not less than 55 F. h) For a period of seven (7) days previous to the placing of interior finish materials and throughout the placing of finish painting,decorating and laying of resilient flooring materials,provide sufficient heat to produce a temperature of not less than 60 F. 0-9 TEMPORARY CONSTRUCTION,EQUIPMENT AND PROTECTION: The Contractor shall provide,maintain,and remove upon completion of the work all temporary rigging,scaffolding, hoisting equipment,rubbish chutes, ladders to roof, barricades around openings,and all other temporary Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 67 of 72 Driving Track Canopy Services Agreement—Exhibit E a work as required to complete all work of the Contract. Contractor shall coordinate the use and furnishing of scaffolds with his sub-contractors. The Contractor shall provide,maintain,and remove upon completion of the work,or sooner,if authorized by the City, all fences,barricades,lights,shoring,pedestrian walkways,temporary fire escapes,and other protective structures or devices necessary for the safety of workmen,City employees,equipment,the public and property. All temporary construction and equipment shall conform to all regulations,ordinances,laws and other requirements of the authorities having jurisdiction,including insurance companies,with regards to safety precautions,operation and fire hazard. The Contractor shall provide and maintain pumping facilities,including,power,for keeping the site,all times,whether from underground seepage,rainfall,drainage of broken:lines. The Contractor shall maintain provision for closing and locking the building at such time as possible to do so. If this is not feasible,maintain a night The Contractor shall provide and maintain all barricades or enclosures,required to protect the work in progress from outside elements,dusts,and other disturbances as a result of work under this Contract. Such protection shall be positive,shall meet the approval of the City and shall be maintained for the duration of the construction period or as required to provide for the protection as specified. 0-10 PROJECT BULLETIN BOARD: The Contractor shall furnish,install and maintain during the life of the project a weather-tight any state or federally required bulletin board. The bulletin board shall be mounted where and as approved by the City. SECTION P VENUE Should any action arise out of the terms and conditions of this contract, venue for said action shall lie in Tarrant County,Texas. Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 68 of 72 Driving Track Canopy Services Agreement—Exhibit E EXHIBIT F CONTRACTOR CONTACT INFORMATION USA Headquarters Mailing Address DPW Intemational Commerce Park P.O.Box 3467 2580 Esters Blvd.,Suite 100 CoppeR,TX 75019 DPW Airport,TX 75261 USPosratSenqce FedEx and UPS Shipnwnts Project Contact:Omar Pena Position:Project Manger Cell:214-681-0147 e-mail:omar.pena@vpslp.co Vchidc Pyotcction Structures North AmcricaTtl: 1866887(-233 Europe Tel:+34 9117 943 S82 vpElp.com Agreement Between the City of Fort Worth and Shade Structures,Inc. Page 69 of 72 Driving Track Canopy Services Agreement—Exhibit F \ \ cu / ) OU ƒ � \ \ / \ j d � C � / / ` air ] ƒ / w ƒ : e 2 � m Q \ 2 6 a - Ep2 H/gQQ2] � 2gElgdbQQBI ey»lg9gRgg! a, e \ 0 � \ \ \ 3 \ [ /{ / »\k ))) § \ o |_ | |:Il|:■|. , §)e< � b R /�/ `E' er \ k� 1.0 j ® /{A/ � EXHIBIT H DRAFT AFFIDAVIT AiTIDAVIT STATE OF TF\AS COUNTY OF TARRANT Before me,the undersigned authority,a notary public in the stale and county aforesaid,on this day personally appeared knmvn to me to be a credible person,who being by me duly sworn,upon his oath deposed and said:and That all persons,firms,associations,corporations,or other organizations furnishing labor and/or material.%have been paid in full;and That the wage scale established by the City Council in the City of Fort Worth has been paid in full; and That there are no claims pending for personal injury and/or property damages;and On Contract described as Purchase and Construction Agreement between the City of Fort 1Vorth and Shade Structures,Inc.,also/mown as City Secretary Contract I BY: Subscribed and sworn before me on this date of 2019. Notary Public Tarrant County,Tf—mas Agreement Between the City of Fort Worth and Shade Structures, Page 71 of 72 Driving Track Canopy Services Agreement—Exhibit H EXHIBIT I • DRAFT LIEN RELEASE <PLEASE PRINT ON COMPANY LETTERHEAD> MM/DD/YYYY City of Fort Worth CFA Administration 200 Texas Street Fort Worth,TX 76102 RE: (Project Name) DOE#:#### City Project###### The purpose of this letter is to acknowledge that (Contractor) have been paid in full by (Developer Company) for the public improvements constructed to serve (Project Name) in Fort Worth, Texas. As a result,we hereby waive,release and relinquish all rights to assert any claim or demand for lien in connection with this project. Please feel free to contact me with any questions you may have. Sincerely, Name Title Agreement Between the City of Fort Worth and Shade Structures, Page 72 of 72 Driving Track Canopy Services Agreement—Exhibit I