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Contract 54169
C1 YSECRE ARY CC+`C T RACT NO. AGREEMENT FOR CONSTRUC I iON MANAGER -AT -RISK PRE -CONSTRUCTION AND CONSTRUCTION SERVICES for HARMON ROAD PROJECT CITY OF FORS' WORTH, PROJECT NO. 100459 THIS AGREEMENT FOR CONSTRUCTION MANAGER -AT -RISK SERVICES which INCLUDES SECTIONS FOR PRE -CONSTRUCTION PHASE SERVICES AND CONSTRUCTION PHASE SERVICES ("Agreement"), is made and entered into by and between the City of Fort Worth, a Texas municipality, ("City") and McCarthy Building �Companies, Inc, a legal entity existing under the laws of the State of Texas, ("CMAR"). City and CMAR may be referred to herein as a "Party" or the "Parties". WHEREAS, City desires to procure Construction Manager -At -Risk services from CMAR, which consist of Pre -Construction Phase Services and Construction Phase Services, and CMAR, selected by City through a competitive procurement process, possesses broad experience, knowledge and technical resources to provide such services related to the design, permitting, construction and construction management for the Harmon Road US 287181 to Golden Triangle Boulevard CPN 100459 (the "Project"); and WHEREAS, City has engaged the services of Kimley-Horn and Associates, Inc. ("Design Engineer"), to prepare the design of the Project; and WHEREAS, CMAR was selected by City through a competitive procurement process and possesses the experience, knowledge and technical resources to provide such services related to the constructability review, permitting, construction and construction management of the Project; and WHEREAS, CMAR is willing and able to undertake and provide the services and to be responsible for the overall completion of the Project, as described on Attachment A, within a project budget of $22,000,000.00, upon the terms, covenants, recitals, and conditions hereinafter set forth; and WHEREAS, CMAR agrees to provide Pre -Construction and Construction services as defined in Attachment A and as further set forth in the written proposal to City from CMAR, dated the 271h day of February, 2020, attached hereto as Attachment B; and WHEREAS, the CMAR agrees to be bound by and incorporate into its construction phase contracts with its primary contractors to which CMAR awards contracts and subcontractors(s), the City's Standard General Conditions for a CMAR Agreement ("General Conditions"), attached hereto as Attachment C; and WHEREAS, capitalized terms not specifically defined herein shall have the meaning associated with those capitalized/defined terms as found in the General Conditions. Conflicting definitions shall be harmonized to obtain a meaning within the intent of the Agreement or the Project's scope. NOW THEREFORE, for and in consideration of these recitals, compensation by City for the services to be rendered by CMAR, and the covenants and promises to be carried out by each Party, the City and CMAR hereby agree to perform the services descr � i LL ft CMAR — CFW FOR HARMON ROAD OFFICP.AL RECORD CW"W06ARY terms and conditions set forth herein and any Attachments and Exhibits hereto, which are hereby incorporated. ARTICLE 1 —SERVICES A. CMAR agrees to furnish all Pre -construction Phase Services, as described in Attachments A and B. B. The Pre -Construction Phase Services shall commence within 7 calendar days after receipt of an authorization in the form of a Notice to Proceed from the City to CMAR and terminate upon conclusion of Guaranteed Maximum Price negotiations. CMAR may initiate early works packages in advance of the Construction Phase, such as for preliminary site grading, utility relocations or procuring long -lead materials prior to final development of the GMP. Costs of early works packages shall be included in the GMP. C. The Construction Phase Services shall commence within 7 calendar days after receipt of an authorization in the form of a Notice to Proceed from the City to CMAR. CMAR agrees to furnish all Construction Phase Services, as described in Attachments A and B, for the amount of the GMP, as hereinafter described, abiding by this Agreement and its Amendments and Attachments, to also include the Construction Documents created to effect the Work on the Project. 1. CMAR agrees to timely commence construction to substantially complete the Work within the Contract Time, subject to Article 6 — Project Time and Liquidated Damages. 2. CMAR shall perform all Work in accordance with the requirements of the Construction Documents. CMAR shall at all times exercise complete and exclusive control over the construction means, methods, sequences, and techniques. CMAR shall provide all necessary construction labor, materials, tools, equipment, as well as all construction supervision, inspection, and temporary utilities as required to complete the Work pursuant to the Construction Documents. CMAR shall be responsible for the proper performance of the work, including all work performed by its subcontractors, and any acts and omissions in connection with such performance. D. CMAR shall be responsible for obtaining and paying for any necessary temporary construction easements or permission from adjacent landowners to allow CMAR to perform the Work. CMAR shall present documentation of temporary construction easements or other permissions at the time the GMP is submitted to City. E. CMAR warrants to City that all materials and equipment furnished under this Agreement will be new, unless otherwise specified. The CMAR also warrants to City that all materials and equipment furnished under this Agreement will be in conformance with the Construction Documents. ARTICLE 2 — COMPENSATION A. The City shall compensate CMAR for providing the Pre -Construction Phase Services in the amount of $95,000.00 ("Pre -Construction Phase Cost"). B. The City shall compensate CMAR for providing the Construction Phase Services in the amount of 6.5% of the Cost of Work ("Construction Phase tree"). CMAR — CFW FOR HARMON ROAD Page 2 of 10 C. Notwithstanding Article 1, Paragraph C. or Paragraph B. of this Article, City may, by giving written notice at any time before the end of the Pre -Construction Services Phase, elect to terminate this Agreement should a GMP not be successfully negotiated or if the GMP, in the City's reasonable estimation, exceeds or would exceed the City's estimated Construction Budget. In such event, CMAR shall be paid for Work performed up to the date of termination in accordance with this Agreement. D. Any unspent CMAR Contingency shall be shared on a 50150 basis between CMAR and City. E. Savings — In the event the final Cost of Work, inclusive of the Construction Phase Fee, is less than the GMP, as may be adjusted by Change Orders, the 50% of the resulting savings will be paid to the CMAR as a performance incentive. F. Schedule Incentives to promote performance results by contractors may be established by CMAR for the Construction Phase. During development of the GMP, CMAR and City may determine an allowance amount, which will be a part of the GMP, to be used for schedule incentives. Any of these funds which remain unspent shall be returned to City. ARTICLE 3 -- PAYMENT Payment by City to CMAR is to be made as follows: A. CMAR shall submit monthly an Application for Payment for Pre -Construction Phase Services describing the work performed during the preceding month. The City shall make payment pursuant to Paragraph 14.02 of the General Conditions. B. CMAR shall submit monthly an Application for Payment for Construction Phase Services describing the Work performed during the preceding month. The City shall make payment pursuant to Paragraph 14.02 of the General Conditions, less 5% withheld as retainage per pay application, except that no retainage shall be held on CMAR's Construction Services Fee or General Conditions Costs (alkla Costs of the Work as defined in the General Conditions). CMAR's Construction Services Fee and General Conditions costs shall each be shown as a line item in the Application for Payment. ARTICLE 4 — GUARANTEED MAXIMUM PRICE A. The Guaranteed Maximum Price proposal for Construction of the Project shall be presented to the City no later than 30 days after receipt by CMAR of approved 90% plans or as otherwise mutually agreed. B. Elements to be considered in the GMP include but are not limited to. a. Hard Costs (estimated or actually obtained by bid) 1) General Conditions Costs, see Section 11.01 of the General Conditions 2) Cost of Work (estimated or formally procured) (Open Book) 3) Other Fees as may be presented in Attachments A or B b. CMAR's Construction Phase Fee c. Contingencies and Allowances 1. CMAR Contingency 2. City's Allowance CMAR — CFW FOR HARMON ROAD Page 3 of 10 C. After submission of the GMP proposal, CMAR and City shall meet to discuss and review the Design Documents and the GMP Proposal in an effort to negotiate a final GMP. D. When established and accepted by City in writing, the GMP shall be memorialized and incorporated as an amendment to this Agreement. E. If City rejects the GMP proposal, City and CMAR shall meet and confer as to how the Project may proceed or to affect a termination. ARTICLE 5 — CHANGES IN THE !WORK The City, during either phase of services and without invalidating this Agreement, may order changes in the design of the Project and/or the Work consisting of additions, deletions or other revisions issued in the form of a Field Order or, where necessary, a Change Order to adjust the GMP and the Contract Time. ARTICLE 6 - PROJECT TIME AND LIQUIDATED DAMAGES Project Time shall not be longer than as indicated in Attachment A except as modified by CMAR in Attachment B and memorialized in the Project Schedule when developed by CMAR and presented to City. CMAR will perform the required services in a timely manner and comply with the Project Schedule and any minor adjustments as reasonably requested by City. Major changes to the Project Schedule may be negotiated and memorialized by a Change Order. Unless delayed, as defined in the General Conditions, CMAR shall achieve Final Acceptance of the Work, including all punch list items, within sixty (60) days from the date of Substantial Completion. CMAR recognizes that lime is of the essence to this Agreement and that City will suffer financial loss if the Work is not completed within the Project Time plus any mutually agreed extension thereof. The CMAR recognizes the delays, expense, and difficulties involved in proving in a legal proceeding the actual loss suffered by the City if the Work is not completed on time and, instead of requiring any such proof, CMAR agrees that Liquidated Damages, not as a penalty but as just compensation, shall be $1,250.00 for each day that expires after the expiration of the Project Time until such time as Substantial Completion of the entire Project is issued by the City in writing. ARTICLE 7 — MBE/SBE The CMAR must meet, and hereby commits to meet, an SBE participation goal of 0% for the Pre -Construction Phase Services for this Project. CMAR must meet, and hereby commits to meet, the MBE goal of 11% during construction phase services to meet a minimum qualification for self -performing any or all of the construction phase services. ARTICLE 8 - GENERAL TERMS A. PROFESSIONAL STANDARDS. The standard of care for all design professional services performed under this Agreement shall be the care and skill ordinarily used by members of the architectural and engineering professions practicing under similar conditions at the same time and locality as the Project. The CMAR shall be responsible for the professional and technical soundness, accuracy, and adequacy of all consultation, cost estimating, pre -construction, construction and other services and materials furnished under this Agreement. CMAR — CFW FOR HARMON ROAD Page 4 of 10 B. MUTUAL OBLIGATIONS. CMAR and City agree to fully cooperate with each other in providing to each other information available, and in facilitating the Work within the scope of this Agreement. City shall, throughout the performance of the Construction Work, cooperate with CMAR and perform its responsibilities, obligations and services in a timely manner so as not to delay or interfere with CMAR'S timely and efficient performance of its obligations under the Contract Documents. The City shall cooperate and provide reasonable assistance to the CMAR in obtaining the permits, approvals, and licenses that are CMAR's responsibility to obtain. C. GENERAL CONDITIONS. Attachment C contains the City's General Conditions applicable to this Project. CMAR is expected to have reviewed and hereby agrees to comply with said General Conditions, including providing a copy to any contractors or subcontractors, as applicable. D. PROJECT PROGRESS. CMAR's services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion. E. ASSIGNMENTS. CMAR shall not assign its interest in this Agreement without the written consent of the City. CMAR may enter into subcontracts with respect to the services required by this Agreement but shall remain fully responsible to the City in connection therewith. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of City. F. PERSONNEL. CMAR, an Equal Opportunity Employer, (including any agents, employees, subcontractors, successors and assigns of CMAR), now has or will secure at its own expense, personnel required to perform the services under this Agreement. Such personnel are not employees of, nor have any contractual relationship with the City. CMAR acknowledges responsibility for all federal, state, and local requirements for employers that apply to CMAR. G. EXTENT OF AGREEMENTINO THIRD PARTY RIGHTS. The City and CMAR agree that this Agreement represents the entire and integrated Agreement between them and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement is solely and exclusively for the benefit of the City and CMAR and not for the benefit of any third party. The City and CMAR agree that there are no third -party beneficiaries and each agrees that the obligations in this Agreement are owed exclusively to the other party to the Agreement and are not intended to create any rights, contractual or otherwise, to any other person or entity. The doctrine of respondeat superior shall not apply. H. REPRODUCTION, USE AND OWNERSHIP OF WORK PRODUCT. All designs, drawings, specifications, documents, and other work products of the CMAR whether in hard copy or in electronic form, are instruments of service for this Project, whether the Project is completed or not. Reuse, change, or alteration by City or by others acting through or on behalf of City of any such instruments of service without the written permission of the CMAR will be at the City's sole risk. The City shall own the final, printed designs, drawings, specifications and documents. Transfer of ownership of the contract documents does not constitute sale of the documents. I. INSURANCE. CMAR shall, during the performance of the Agreement, keep in force insurance as described in Article 5 of the General Conditions. CMAR — CFW FOR HARMON ROAD Page 5 of 10 J. TERMINATION. This Agreement may be terminated as provided for by Article 2, Section C of this Agreement or as otherwise provided by the General Conditions. K. COST ESTIMATES. CMAR's opinions of probable cost are to be made on the basis of CMAR's experience and qualifications and represent CMAR's best judgment as a qualified professional familiar with the industry. L. INDEMNIFICATION. CMAR COVENANTS THAT IT HAS READ AND UNDERSTANDS THE INDEMNITY PROVISIONS FOUND IN THE GENERAL CONDITIONS. M. SURETY BONDS. The CMAR shall furnish the required performance, payment and maintenance bonds as described in Article 5 of the General Conditions. N. CITY NON -APPROPRIATION OF FUNDS. Notwithstanding any other provisions of this Agreement, if this Agreement provides for the City to make payments to the CMAR in any fiscal year following the City's fiscal year in which this Agreement begins and the City Council fails to appropriate funds to make the payments, then this Agreement automatically terminates at the beginning of the first day of the successive fiscal year for which funds were not appropriated, and the City shall not be obligated to make or have any liability to the CMAR for the payments. O. EXTRA SERVICES. In the event of any legal proceedings or other claims requiring services of CMAR in providing expert testimony on behalf of the City in connection with the Project, except suits or claims by a third party against the City arising out of alleged errors or omissions of Design Engineer or CMAR, the City shall provide additional compensation to CMAR based on actual cost. P. NO CAUSE OF ACTION AGAINST ENGINEER. CMAR, its subcontractors and equipment and materials suppliers on the Project or their sureties, shall maintain no direct action against the Engineer, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the City will be the beneficiary of any undertaking by the Engineer. The presence or duties of the Engineer's personnel at a construction site, whether as on -site representatives or otherwise, do not make the Engineer or its personnel in any way responsible for those duties that belong to the City and/or the City's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work. The Engineer and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. Q. MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES. The CMAR and City waive Claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver includes: (1) damages incurred by the City for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and (2) damages incurred by the CMAR for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work performed. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's CMAR -- CFW FOR HARMON ROAD Page 6 of 10 termination in accordance with the Contract Documents. Nothing contained in this subsection shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. ARTICLE 9 —THE CITY'S RESPONSIBILITIES The City shall: A. Designate a Project Representative to act as its representative with respect to the services to be rendered under this Agreement for Pre -Construction Services. Such Project Representative will have complete authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to CMAR's services. B. Provide timely reviews of studies, reports, sketches, estimates, and other documents presented by CMAR consistent with City's normal business practices. C. Secure and execute all necessary permanent easements and agreements with adjacent land or property owners that are necessary for the Project. City is further responsible for all costs, including attorneys' fees, incurred in securing these necessary permanent easements and agreements. City is responsible for securing all zoning approvals required for the Project for the construction to proceed without delay. ARTICLE 10 —AMENDMENTS This Agreement may only be amended in writing, agreed to by both Parties ARTICLE 11 -EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the City and CMAR with respect to the subject matter of this Agreement and supersedes all prior understandings, negotiations, representations or agreements, either written or oral contracts between City and CMAR respecting this Project. This Agreement will be binding upon and inure to the benefit of City and CMAR and their respective successors and assigns. ARTICLE 12 -- GOVERNING LAW & .JURISDICTION Except as provided for in the General Conditions, Paragraph 6.08, arbitration will not be allowed on this Project. The performance of the work and terms of the Agreement shall be construed and interpreted under, and all respective rights and duties of the parties shall be governed by, the laws of the State of Texas, without regard to its conflict of law provisions. Performance shall be specifically governed by Subchapter F, Texas Government Code 2269.251 et seq. CMAR hereby submits to the jurisdiction of the Texas courts and will obtain and maintain an agent for service of process in the State of Texas. Neither party will bring any action against the other party arising out of or relating to this Agreement in any forum or venue except in Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division. CMAR irrevocably waives any present or future objections to such legal action and irrevocably waives the right to bring any legal action in any other jurisdiction. ARTICLE 13 — SEVERABILITY It is agreed that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or CMAR — CFW FOR HARMON ROAD Page 7 of 10 provision shall in no way affect any other covenant, condition or provision herein contained, provided however, that the invalidity of any such covenant, condition or provision does not materially prejudice either CMAR or City in connection with the rights and obligations contained in the valid covenants, conditions or provisions of this agreement. ARTICLE 14 — WAIVER The waiver by the City of any default or breach of a term, covenant or condition of this Agreement shall not be deemed to be a waiver of any other breach of that term, covenant or condition or any other term, covenant or condition of this Agreement, regardless of when the breach occurred. ARTICLE 15 — CONFLICT IN TERMS In the event there is a conflict between the terms of this Agreement, and any other Contract Document, the terms of this Agreement shall control over the other Contract Documents. ARTICLE 16 - HEADINGS The headings in this Agreement are inserted for reference only, and shall not define or limit the provisions hereof. ARTICLE 17 - NOTICE All notices required herein shall be addressed to City as follows: J.T. Auldridge, P.E. PMP Transportation and Public Works Department 200 Texas Street Fort Worth, Texas 76102 817-392-7252 JT.Auldridge@fortworthtexas.gov With Copy to: Raul Lopez, P.E. raul.lopez@fortworthtexas.gov All notices to CMAR shall be addressed as follows: David Wallace, P.E. McCarthy Building Companies, Inc. 12001 N. Central Expressway, Suite 400 Dallas, TX 75243 (214) 412-8780 DRWallace(),mccarthv.com CMAR — CFW FOR HARMON ROAD Page 8 of 10 ARTICLE 18 — PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL CMAR, unless a sole proprietor, acknowledges that in accordance with Chapter 2270 of the Texas Government Code, if CMAR has 10 or more full time -employees and the contract value is $100,000 or more, 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, CMAR certifies that CMAR's representative's signature provides written verification to the City that if Chapter 2270, Texas Government Code applies, CMAR: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. ARTICLE 19 — IMMIGRATION NATIONALITY ACT CMAR 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, CMAR shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. CMAR 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 CMAR employee who is not legally eligible to perform such services. CMAR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CMAR, CMAR's EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to CMAR, shall have the right to immediately terminate this Agreement for violations of this provision by CMAR. ARTICLE 19 — AUTHORITY TO SIGN CMAR shall attach evidence of authority to sign Agreement if signed by someone other than the duly authorized signatory of the CMAR. REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE AND ATTACHMENTS1EXHIBITS TO FOLLOW CMAR — CFW FOR HARMON ROAD Page 9 of 10 ACCORDINGLY, City and CMAR have each executed this Agreement to be effective as of the date subscribed by the City's designated Assistant City Manager ("Effective Date"). .tee: CMAR . McCarthy wilding Gempaft, Inc, By: ,� syp Names Title Date: By City: Approved as to Form and Legality ar= Mack (Jut 10, 202013:20 CDT) Douglas W. Black Assistant City Attorney M&C: ;20 — 0'33LI Date: 5 o 19 - o2 a i2o Form 1295. �OaO— jaCt_ 1� Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 4ulpez, P.E. Program Manager Transportation and Public Works Department CITY OF FORT WORTH: 0 Dana Burgh , Al Assistant Ci v Ma Date: Approval Recommended: William Johnson S Director, Transportatjin and Public Works Department FF SAL RECORD CITY SECRE AWil FT WORTH, TX CMAR — CFW FOR HARMON ROAD Page 10 of 10 J V of Fort Worth, TeKas Mayor and Council Co.mmunication DA'i E: Tueadey, May 4$, n2o REFI?REN£E ND„ M&tw 24-0334 LC}C NAME. 2oHAFDAGN CUP.13 AND XJIu1LEY HORN AMLhr4 No. 2 SUBJECT; Au[hoilra Execuhi n or a Cgnelfudligh Wnrfyasr al Rlsk AG 'reanienr with b ar-sdhy 4kong'C4n1p6nfalr, Inc. for Chas Warman Ri3ad PFajaa:tr FIPM US fi1a'2V Ln Gnkltlt, TTlangje 13oul5vard, wril h e PrBcQrj4drucliorr PhEjes Fae in IlukAmouni. of $95,0[]O,flO and a Gortsrfuclicin Priam Cbxt of nix and Qna-Hair Peroeri 0 Me Cost of W6rk W4ihln the Project Canstrucli,orr Butiow 43( 522,S14p,A0U, p; Aulttiorlm F-Eewllart ut Amentlrnasnl No_� to an �nglneering �Ieruf€es Agreemenl w11h Klenloy.Mow 41nu Aasunleloa. Ino, In Ina Amount of 542J ,090-0,0, fur A{iddlgnwl Eno-neo. ;;ng serylees for the Harman Roi id Proje4[, Incroar�nq tho Fr Jeot Qenlgrl Cun1x kr $2,82%1Q00AU (2010 3oFd grogramI (TrF 7) (COUNCIL DISTRICT Y) 14I'C OMM C:iI�AtJr� A Is rocommersdod lhai, lha Ci1y'C4urwII- AU11horize exaWilun of a Conslruotloa Menopai el flak Aumameril yOh McCarihy I]WIWing Q mpanlea, Inc- For tMe Haafman f3bad 1310[06, from US 3l1287 to 06'di3n Trlwngio 13oulouardr wllh a Ptewraalnxilo t p4rrae Pao Jn 1he ama iml. or $95,;J00-n luld ar aansliuellon pha?sar cr}et of rlx an¢ and-h elf p@rGocill (6.5k%) or 1hr. cost of warl< w+Lhln as pmIeaat omstr"kn hudgiv of 5221=,p00. 110 (C4 y PrDjeld 100459� apd Aultie,rl.ea wroculInq of Awsivfinenl No, Z to IFta F44riperino AgrRa"nl willi Ifimltry-Hom aind Alsoolatas, rTra;, (Clly $isUslery Contract No. 490211) in sn amount nri 13 exoasd 842a5,W0,00, for a tdill,ortal engInertring BNrv;aus astsocistad wUrt lhs Hermon Roved Projecl, Irtwe tdrio the prp-red deaiU+, vuuls Ir,, $2,420,OMl).013, Q[U.UU&H! The purpmo-of Ihis Mow wt d Cc unrlt Comptunlaofimn Md,C j la, tq. ioultviruts axncutlan.or a Coii4lnlallon htano,�er ai Risk tGMAR) cunVaotwirh McCarthy BU I&W GarnponFu% rna. rar rho HwmRn Roiid PioJasl, fri3rn Lys 81 S7 Go .Qc* ien-Tr1nnV1a flnulwoxcl, with a pracort*r,idbn Rhaao fed In.the amount of WL001).{]p and a.cwi5IPU0I:un p6se- osl ni a.5V1 of 1he-w1ij atwvrk %Uhln a pr.*rA G4nsirw0forr brldgot of $22rWQ100�;00, The 1glel ayerall p£aject budgal 1s E3ti,7fl0,�06-Oq, whluh IncludeE pinnOng, dos yn, larrd yr qutai[Inn, proJaot adminlslrolinn, Crn,strwcflnt,, thrpucl6on, ladling, ullltty rerodadangr, and a:nn1 pfti�nalea, T11e pod uzl szap-d Inolrrdes Ihr« eonslruatltm of u d-1[Ino artsrlal rmor firom US 81l28Y Ra Gulden Tnmip) Saulayard, vhlh rnwurptkrndu al ki 8V287 norm end anuih Trantngo mach, Vr*mdlo Vaera Dilva�, HontaV Trice Pffi%way apd Golden Trlangle Boulava fd, Tito pfovea .1 le barng funded through the G:I o 20115 $4n4 Prpp r€ ni Lind TIF 7 DevalaPmerl pprit"ieall. CSCN 617H8 (M&C C-2TR"1' �--MAR: Oun ro tuulork Lncfui*ig tiudgol. schadula and lenpif'r, City arolf dutorrnlr,od Malt ullllxing a CMAR Tor pmfflok dellvwy w wl d 4m moai e?lolenl Fara6c6mrAl5liing the pro i ieci The CIVIA molhod *f p+oJadt er de,Ilvy Lg axpaw'mr:d tp redixe arar{a La the �rratrelfng publla during Dgnstr"ldnn, minimize ahnnue orders EIM reduce aVeralf iimn TUr complatio-n. By engaging EL C , th., pllrieing and agr,Fuprrdog.ot.Ihg pfojart will ha C)Vw6 n by a sIni i rtinolfuclian manager, relher ihen d being manEiged dlreciry by I". alai#, al;d danvoted In dlilnre n1 260tIMS uildu!' mul lipfe tad-uulld canlroolar s ilEvIn urls- us i9 mr_tre, lyplcal prof ra:r tlallvary. Aww-sow uml Im q,rdllllcatlons frorn INofihstad C:MAR Rrma wad sidyriitlarrrl Irt mu ferr Wnrr+i Sfrar- fetegramon dpnuerY 30 imal Pebrunry S. 2OX.Apra-pmpwral meolini3wao tknW Frabrunry i1, 202Q. Tan City moslvad A reapnnses an rebnaery 27, n24 from rha r IFEi.i4rg Ilgiod petnw. - .4ackwri Con91r[+GIIpn, Lid- McChrlhy 9ultdlmg Cumpenlea, Ina. Srandl Cutimpuellor+, Inv. P TJiailo Conztructlon CompnAy A selectlo-n Iaarn comprised nr representeilvaa pt I lie Transpad mlllon & F •LVlr. Warke QBpHrimFm1. Park d RoGoswlion 11upari moat vend the Q(fjre of 13 wainesa [Divawy reviewed and acprs4 iha guhmHaely. The ralUClloh Ivrien Toulon Ih-0 prop6Eers' (nj orKporwle 6xpprionoa3 & rinar.4tel r,laballLy, O� prnpoeed Is so And costa, (a) QuallFrrcallans and a:perience or key {,ms wr gl, (d) pie -co n6tnrclion r EsvICBG pppmAch, 1w cork5ltualeori wpvkar approach, (i) Qt l�G and safely p4an approach, fig}rgei and r:chaduls oonlroFa, (ti) �ompllanoa wht, Buelria vo 0Iu1040y L'-nlurprdnu drdlr aLa and Rl) bpo6el. aonsideraWon for eNorlai alra,ohs wnxlrucled In liko Crly of ptwt WfA h Tha Ik6lhurl aonrea "ro nverallrd fea the Mrurl fiaoro& Ilsled W1 rho fpjla*ing law- FtrcFpasa#a EUaI1JL+LIU3i F�,ctOra as h o tr in t rr I %r is Runk MCC 925 4 16,25 i1,8 10176 4.5 191 4 $,75 7Q,$q 1 pAnl s, Inc.lrlg qm riles, Ra Smell Canerrocllurti. Inv- 11 4 13,G a 11.75 +4 ig,75 5 2,2,5 7T,Z5 2 Jack cwt CorrMITLIQ60 a, 7 3 15 4 0 2,8 11.25 3 5 59,75 3 Ltd- Thalle Gonatruatloi. Ura 3 0'r5 9 9r25' 2.76 14 4 Q 5ra,T5 4 C,o an Statr beg Fin Tie garlipkana % * the fpp Ta likead nrrn on April E- 2020 a nd now re-ommend5 that the City Coin ,Il aulhorria exemilon 4F ai. QMAR a5nlmc1 wlSh McCi adhy f3wlWlrp CompFmlk s. Inc for CIVAR xwwlcor far Me adrrstrwlioh of Harmon Ruud from LIS 8112d7 to Golden Triangle n.oulewald. Title pr*cl is dndudL-d In Me �O i A Heind Pmgram, Avalt@hte resrAlrcas wllhln 1ho Cnl�xral Fuftd wMI be v6ad 1a provide irllerlm iklanpinq unrll di4bl I4 ioauod, MICA dobt aaaorJated with Sh'3 pr4Joet is 10H, bond proo@uds will ralmhunsa the 0sneral Fod In uccoidprlco w4I1 Ilia sln{amnnl expresatng oiR$t l Irtlonl to RmImburan IhnI wn adopted a# 12art ar the w4irrlarlGe canwrrsslrq� Pm Wnd nleellbn (CIMIrwriG* No. 21?0 446-2UI0) and su6aequenl Mum taken by the May!ar and Caunoll. nW1117u1}eul is h*Jng fln,dad Ixy 2010 Bumd FrrngrAm ruaif the 7T 7" Deywpmnnl Apreerhenl as shwarl In 0i011aWMV 110to, hd MAC Arnoun ;?ola 98F1d Prn tam _ SCSI537ffBTIF7 Dd3vefapmerllAj]m nuiril,C-27159E 01!}30& #I},I}i}I ,17bb_b0 �y "Ps Ca Ilai Prnlact 2E119 C-2a779 B,+4fi ,00 TOTAL FUNVINE# $30140AS0.00 Pro.Onnilructicrl aorwicaa. Irrrluding a datolled MnMrurlftbllty iWIM of 1119 daslgn, wlM pommerrre upon aWHM of 04 Canfraet anri ISEUB ca Elf Moire fa'Pfuc!"d. CortblILcllonSOMCas for liarmnu Rasa sre nm Pelted 10 Ur)plai Irj ,wvywr 207b_ {'irMMU dG1I011 le PMMier# 10116 CXFPplalJlrl hV 21123. ❑aell#n Sgrv4rae Agionrnaril ontlmer�i: On April 17- 2017 (M)t C C4.11 1841, tlm �-,Ity COuriclt adrhartrxd AR f np LLanlrn2 Aigoamard 'w1lh Klmley- Horn. and Aw-= atas, Inc. ;KHA �, In tho amount. of r1,906,601].4jp W ¢ewelop 4avlgp *rid c#}nair wkri ducurnants forth$ Irnpi u6UWanie of Hamion iftaad. 0q June 26, 2il18 {M8C C48764). the CAy Catirml auiilurixed Amendmanl No. 1 Li+ the Aumernarrl M file iarnour,t Gf $535; Ub,OR to prov4do additional dealgn 5andoge !or HbSmon Road_ Thla Arriendrngat Nv, F %0 tlunplota Ihu LidnkAn ana 03rulludtloh daodrhenlis tgr a flat lu amDmil ArnL%M of StMr ]GIUM, Stelf oprrald nra Nis addir nal faa to. he ridr drd raaed,esble ibr thu aecpe of ea4ritcae pwoaad. fy+q M OffMon — na Mf 4116E DMC* had dalurnlned Ihel. Lham is r1n i.1flE t1 amity goal fir Pre- Crcitstrul krh Phme SarvIces. MuClrrthy Bullding CofflPahbee, Iho. IS In aamRlranoa wrllr Iklo C Y's BIDE 0dinahce #y anrnmklllnq IA 111% Mn parilr,IpOUon for tho Corlatrudiari. Phase sarvlswa of 1AIs C~ prn*L Tha-Gos MBE guW Far Canii rn lfon Phase S.rrwto!g on Chia C.)AAR vmjaa Is 1-1 M. KhNoy�•Horn And AitspelaSan, Ino, egreae is atpialtPGj Ike InlUai SSE aaratrnllrltartt of 1 d19� taEtt If rnrldlo rxn Ih11 orr ip'InA agrnamnnt inhd sMarttl s,id rrralMuln Ihal ¢ama SSE apmmltrhunl Of 14% lb 311 prior amandmenin Ilp tbronel Indimlyn of-thla Mmr.drneni No, Z Thernfoia }(lmy-Horn sina Aeao�lates, tnr- rarnslne in compliance WNh Uia Clly'e BIDE {h 11anaa and a taela to lie carnmllment uyf IIr1 nIgnaluru on 1ha Acceplanpe of P're4loL% SSE Commllnlpni form *xuuled by an ardhor176d ila a]nipany. ThE Pio]eii le Inc$l tf in CGLIt ICIL DISTRICT 7 RUAL I MMRIVAT1OH r dE911FICATION: The Director of Flr+aflteoalTrlles Ifual Iundor arc Ilvallabre 4n Ilroa curr@nl rapkaA hl1crWot, am Provinuely appraprialed, In Iha A Ili 6Drtd frugram and TIF 7 I7au010prilarrl gpreamani F41n ds fnr Harmon Road design RC W pn4ed to euppw lha appnatirlll uF1ha mbovo roontttmarldstlone, awwd of the corLJYMPt arid �xocul4ott of the emaridmanl. Prier In aq exonddure buhig lhcurmd, Iha Tranepadeilnn B Pu61,e Wei?ks f eportrrlenS nael ulrr rrr4Ponslh,Illly to uetdals tha a4ar7ntsllUy *f frames. FL NIII Ir}BNTIFIi°las jEy); — — M FaJn pl#j Drlm t eeounll Pro�aet rag�oln ci Giy OUdgek Returonca �k rnoun ID Id War (Cflarlilnld 2}-� FROM Fund Duparlrnanll ccoun Projected r��g�e talc t�ilwl#y �udg4t Ratoranea p prl� Y*ar laid 2 CF:RTIFICATIMA: ambm1ika Dana F714rpMorl (Kit j $� Inallhg rl yRpd: AlliamJohnamr 11901) A d1J 11la n 9I In fBrrpo6wk Cc h14 C1: J T, Auldriage (IM) ATTACHMEH7'3 1, 2&iAfl4AQN CIVAR FID 114til-b cArraclolLltllkll tuw Ird..p 2. Form 9 nfz Ce1104ora — I{ A.I '� (CFW irgamEog 3- Eurm 129$ f ewWipeie — VLCPrihy,iR tr.F17 Iri wmuEl '�LIl[tSd.l#1ta11�I►F�� (VFW IniwTnll y lOIxGAM rAR, M A04Y.114f ;eFwlntern;gl) d. E[4)J�i�tliR�.trd! IFr�uucl T,SAMF#gt[$Ira11cs1r fulrGerirsvpI ldXYlnaerrerl IS, Sl3E COmlaliarrc� Memo — I{Hik. �.( iCF;r4 i+�tamell This project is included in the 2018 Bond Program. Available resources within the General Fund will be used to provide interim financing until debt is issued. Once debt associated with the project is sold, bond proceeds will reimburse the General Fund in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election (Ordinance No. 23209-05-2018) and subsequent actions taken by the Mayor and Council. This project is being funded by 2018 Bond Program and the TIF 7 Development Agreement as shown in the following table: Fund M&C 2018 Bond Program _G-19306El SCN 53798 TIF 7 Development Agreement C-2789t3 $12,WS Capital Project 2019 C-28778 EOTAL FUNDING q J� i $3a,44s,%+50_t�l Pre -Construction services, including a detailed constructability review of the design, will commence upon award of this contract and issuance of a Notice to Proceed. Construction services for Harmon Road are expected to begin In winter 2020. Construction is projected to be completed by 2023. Design Services Agreement Amendment: On April 17, 2017 (M&C C-28184), the City Council authorized an Engineering Agreement with Kimley- Horn and Associates, Inc. (KHA), in the amount of $1,800,000.00 to develop design and construction documents for the improvements of Harmon Road. On June 26, 2018 (M&C C-28764), the City Council authorized Amendment No. 1 to the Agreement in the amount of $595,000.00 to provide additional design services for Harmon Road, This Amendment No. 2 will complete the design and construction documents for a not to exceed amount of $425,000.00. Staff considers this additional fee to be fair and reasonable for the scope of services proposed. M/WBE Office— The MIWBE Office has determined that there Is no MBE diversity goal for Pre - Construction Phase Services. McCarthy Building Companies, Inc. is in compliance with the City's SIDE Ordinance by committing to 111 MBE participation for the Construction Phase Services of this CMAR project. The City's MBE goal for Construction Phase Services on this CMAR project is 111%. Kimley-Horn and Associates, Inc. agrees to maintain its initial SBE commitment of 141% that it made on the original agreement and extend and maintain that same SBE commitment of 14k% to all prior amendments up to and inclusive of this Amendment No. 2. Therefore Kimley-Horn and Associates, Inc. remains in compliance with the City's BDE Ordinance and attests to its commitment by its signature on the Acceptance of Previous SBE Commitment form executed by an authorized representative of its company. The Project is located in COUNCIL. DISTRICT 7. FISCAL INFORMATION 1 CERTIFICATION: The Director or Finance certifies that funds are available in the current capital budget, as previously appropriated, in the 2018 Bond Program and TIF 7 Development Agreement Funds for Harmon Road Design ROW project to support the approval of the above recommendations, award of the contract and execution of the amendment. Prior to any expenditure being incurred, the Transportation & Public Works Department has the responsibility to validate the availability of funds, FUND IDENTIFIERS (EtP).: Fund department m ccoun Project Progractivit Budget Reference # moun ID ID Year I (Chartfield 21 CERTIFICATIONS: Submitted for City Manager's Office by Originating Department Head: Additional Information Contact: Dana Burghdoff (8018) William Johnson (7801) J.T. Auldridge (7252) ATTACHMENTS 1. 20HARMON CMAR FID Table corrected.xisx (CFW Internal) 2. Form 1295 Certificate — KHA.pdf (CFW Internal) 3. Form 1295 Certificate — McCarthy pdf (CFW Internal) 4. Harmon CMAR funding avaiiabilily.PNG (cFw Internal) 5. BE Compliance -Memo — McCarthy pdf (CFW internal) 6. Pf ject (_,Harmon.p� (Public) 7. SAM Registration — McCarthy pdf (CFW Internal) S. SBE Compliance Memo --- KHA.pdf (CFW Internal) Mr. J.T. Auldridge, PE, pf1 P Fort: Worth Transportation and Public Works 200 Texas Street Fort Worth, Texas 76102 February 27, 2020 HE: Harmon Road - US 287/81 to Golden Triangle Blvd - CIUTAR Proposal - City Project No. 100459 Dear Mr. Auldridge, McCarthy Building Companies, Im., is humbled to be considered to partner with the City of Fort Worth to deliver the Harmon Road project. We feel that our team is uniquely qualified to deliver this project for the City with an exceptional customer experience. Building on our successful partnership The team proposed for Harmon Road is the same team the City is currently working with on the Hemphill Connector project, led by Project Director Dave Wallace and Vice President of Preconstruction Jeromy Shaw. This team has a thorough understanding of the City's concerns and priorities, and looks foward to building on the relationships we have created with your team over the course of the Hemphill Connector project. Making the most of the delivery method McCarthy will leverage the benefits of the Construction Manager at Risk delivery model for the City, beginning with the preconstruction process. We've committed both Vice President of Preconstruction, Jeromy Shaw who you know from the Hemphill project, and Preconstruction Director Colleen Martindale, Jeromy, Colleen, and our dedicated civil preconstruction team, alongside our proposed construction team led by Dave Wallace, will work with the City and Kimsey -Horn to understand the project, mitigate the risks, and achieve the ultimate goals of the City. Like the Hemphill project, our team is committed to delivering Harmon Road within the budget we provide as a result of our preconstruction process. Engaging the small business community Everyone wants this project to have a positive impact on the community and we recognize that. One of the many ways our team can support the City in achieving this goal is to leverage the job as an opportunity for MBE firms to engage in the project. At McCarthy, diversity and MBE engagement is part of our culture, and we implement MBE goals whether required for a project or not. Minimizing impact on the community Safety is the first priority for this project team. Sean Biakemore, our Safety Manager, will create a project plan specific to Harmon Road. This will ensure the safety of the public and of the workforce on the project. The management team on the ground during construction will ensure that traffic flows smoothly, so that the public and surrounding businesses are aware of traffic closures and potential utility shutdowns, minimizing as much disruption to the neighborhood as possible. Our team is committed to leading the project through our emphasis on trust, transparency, and collaboration, which helps minimize the resources required by the City to oversee the project. The team at McCarthy looks forward to the opportunity to serve the City of Fort Worth again, and to continue building on our partnership with you. Sincerely, 4Jos Jouvenal Re onal President McCarthy Building Companies, Inc. WWW,McCARTHY.COM 12001 N. CENTRAL EXPY, SUITE 400 DALLAS, TX 75243 T. 972.992,5500 F: 972.991,9249 REQUEST FOR PROPOSALS CONSTRUCTION MANAGER AT RISK Preconstruction and Construction Phase Services for Harmon Road -- US 287/81 to Golden Triangle BIvd City Project No. 100459 FORT WORTH City of FortWorth Betsy Price David Cooke Mayor City Manager William M. Johnson Director, Transportation and Public Works Department Prepared for The City of Fort Worth Transportation and Public Works Department 2020 Kimler>>Horn Texas Registered Engineering Firm F-928 Page 1 of 17 Table of Contents Section 1. Definitions and Documents...................................................................................3 Section 2. Description of Project............................................................................................4 Section 3. Business Diversity.................................................................................................6 Section4. CMAR Services......................................................................................................8 Section 5. Procedural Requirements Request for Proposals ............................................ I 1 Section 6. Content of Proposal and Evaluation Criteria.................................................13 Section. 7. Award and Execution of Contract.....................................................................16 Section 8. Bonds and Insurance....................................................................16 Section 9. Inspection and Construction Material Testing................................................17 Section 10. Proposed Schedule...............................................................................................17 Exhibits and Attachments: Map 1-- Location Map Map 2 — Preliminary Plan Layout of Project ExhibitA — Proposal Transmittal Letter (and corporate verification of authority) Exhibit B -- Statement of Experience Exhibit C— Proposed Project Key Personnel Exhibit D — Exceptions to Agreement (see Attachment 2) Exhibit E — Conflict of Interest Questionnaire Exhibit F— Client Reference Form Exhibit G—Bond Forms ExhibitH— Safety History Table Exhibit I — Construction Budget and Fee Proposals Exhibit J — Evaluation Criteria Exhibit K— Prevailing Wage Rates Attachment 1— General Conditions for CMAR Project Attachment 2 — Draft Construction Manager at Risk Agreement Page 2 of 17 The City of Fort Worth, Texas desires to select a construction manager -at -risk firm. (CMAR) to provide construction manager -at -risk services in connection with the final design and construction of Harmon Road from US 287/81 to Golden Triangle Boulevard. The selection will be a one-step process in accordance with Texas Government Code Ch. 2269.251 et seq. The City will be evaluating the proposers, in general, on: project delivery techniques, approaches and relevant experience that results in the following value statements for the project and City: • Reduction in overall delivery timeline (schedule) • Increased and/or enhanced functionality resulting from phasing and sequencing of project delivery to reduce impacts to homeowners and business owners and improve public mobility during construction • Cost -savings and cost -avoidance (potential project construction change order/Field Order reductions) identified during preconstruction phase - constructability review of the design. • Reduced risk resulting from early engagement of the Construction Manager to optimize construction delivery in collaboration with the City's contracted Engineer. CMAR or other enhanced project management experience is desired and will be recognized in two ways: 1. Demonstrated relevant CMAR experience of the Proposer; 2. Value -delivery techniques on non-CMAR projects that demonstrate results and benefits to the project and Owner. SECTION 1: DEFINITIONS AND DOCUMENTS A. Definitions: In this Request for Proposals capitalized terms (unless otherwise defined herein or in the General Conditions) shall mean: Agreement means the written instrument memorializing the understanding between City and CMAR regarding the prosecution of the Work's Preconstruction Phase services and Construction Phase Services. City means the City of Fort Worth, Texas. CMAR means Construction Manager -at -Risk, the entity or person with which the City will contract to provide the construction manager -at -risk Preconstruction Phase Services and Construction Phase Services for the Project. Construction Budget means the amount of $22,000,000.00, as detailed on Exhibit I. Construction Phase Services means the Construction services for the Project as more fully described in this RFP and the Proposer's response thereto. Construction Phase Services Fee (also CMAR Fee) means the fee sought by the Proposer for fulfilling the general conditions (generally to include profit, general overhead and other costs associated with supporting the Work), but excluding the cost of the executing the Work itself. Page 3 of 17 Contract Documents means the entire contract consisting of the Agreement, the Request for Proposals, CMAR's Proposal, the Construction Documents, and any exhibits thereto, and other necessary documents as may be indicated by the City whether specifically attached hereto or provided separately. Engineer means Kimley-Horn and Associates, Inc., with which the City has contracted to design the Project. Guaranteed Maximum Price (GMP) means the maximum cost to the City for CMAR to construct the Project according to the Contract Documents. MBE Utilization Plan means a Proposer's plan to address the diverse MBE goal for use when bids or proposals are sought from trade contractors or subcontractors for performance of all major elements of the Work. Owner means the City of Fort Worth, Texas. Preconstruction Phase Services means the peconstruction phase services that the CMAR must provide as more fully described in this RFP and the Contract. Preconstruction Phase Services Fee (also CMAR Fee) means the entire cost to provide the Preconstruction Phase Services including overhead, profit and all other expenses. Project specifically means the construction of Harmon Road from US 287/81 to Golden Triangle Blvd. Proposal means the Proposer's written response to this RFP. Proposer means a person, corporation, partnership, or other entity that submits a Proposal in response to this RFP. RFP means Owner's request for proposals seeking responses from eligible Proposers including, at a minimum, the Proposer's proposed fees and prices for fulfilling any general conditions or Work related to the Project. Work means all labor, materials, equipment, and services necessary to construct, erect, install, equip, complete and commission the Project as provided in the Contract Documents. Work shall not include Preconstruction Phase Services. B. Documents: The Exhibits and Attachments listed above in the table of contents are attached hereto and are incorporated as part of this RFP. SECTION 2: DESCRIPTION OF PROJECT A. The Project consists of reconstruction of two (2) miles of a four -lane divided (4-11' lanes) concrete neighbhorhood connector street, median and wide sidewalks/bike lanes, retaining walls, streetlights, roundabouts, drainage improvements, 36"water line relocation, 8" sanitary sewer, and landscaping. All work will be performed within City and TxDOT right-of-way and casements. The City's Engineer is in the process of completing the final engineering design for the Project. Right -of -Way ("ROW") acquisition is under way and anticipated to be complete by May, 2020. Franchise Utilities are designing the relocations with an expected relocation date of December, 2020. Page 4 of 17 Preconstruction Phase Services are expected to start in May, 2020 and be completed December, 2020. GMP presentation to City is expected at or before the time Preconstruction Phase Services are essentially complete. Construction Phase Services are expected to start in January, 2021 and be completed by January, 2023. The Project is expected to include the following improvements: 1. Site preparation, demolition/removals and earthwork 2. Storm Drain: • Approximately 2,740 LF of RCP Storm Drain • Approximately 3,900 LF of RCS • Three (3) major box culvert crossings/outfalls 2. Water • Approximately 380 LF of 36" Water Line (at the intersection of Golden Triangle and Harmon Road) • Approximately 120 LF of 24" Water Line (at the intersection of Golden Triangle and Harmon Road) • Note the following restrictions on the water transmission construction: i. Existing Transmission lines shall only be shut -down once. ii. Transmission lines may not be out of service during the high -demand season, defined as March I through December 1. 3. Sanitary Sewer • Approximately 1,700 LF of 8" Sanitary Sewer 4. Roadway and Roundabout Construction: • Approximately 50,000 SY of 11" Concrete pavement on 8 inches of lime treated subgrade • Approximately 7,000 SY of 4" Colored/textured concrete median • Approximately 3,000 SY of 11" Colored truck apron • Approximately 152,000 SF of 4" Sidewalk • Three (3) Concrete Roundabouts at the intersections of: Golden Triangle, Heritage Trace and Presidio Vista • Two (2) Asphalt Roundabouts at US 287 Frontage Roads Page 5 of 17 5. Signing and Markings 6. Street Illumination 7. Traffic Signal at new Fire Station located at the intersection of Quail Grove and Harmon Road. B. Project Team. The City has selected Kimley-Horn and Associates, Inc. as the Engineer, whose designated representative for the Project is Dana Shumard, P.E. The City's team of employees who will work on this Project consists of TPW Department personnel and other departments as needed. C. CMAR Selection Method. The City is required by state Iaw to follow specific procedures in selecting the CMAR for the Project. For this Project the City is selecting the CMAR by a one-step RFP process, as set forth in Section 2269.253 Tex. Gov't Code. D. Additional Professional Services. The City will contract separately for (1) inspection services, (2) testing of materials, (3) any verification testing services necessary for acceptance of the Project. The City reserves the right to retain other professionals and consultants to assist it with Preconstruction Phase and Construction Phase services and monitoring the Work. E. Permissions/Rejections, The CMAR will not perform any phase of services until the City provides the CMAR with written notice to proceed with that phase. The City may determine not to proceed with any and/or a portion of the Construction Phase Services, at the City's sole discretion. The City reserves the right to reject any or all proposals. SECTION 3: BUSINESS DIVERSITY ENTERPRISE (BDE) ORDINANCE PROVISIONS FOR CONSTRUCTION MANAGER AT RISK (CMAR) SOLICITATION A. All proposers shall note that the Business Diversity Enterprise Ordinance (Chapter 20, Article X of the Fort Worth Code of Ordinances, as amended) was adopted to ensure the full and equitable participation of Minority Business Enterprise (MBEs) in the procurement of goods and services. Where a contract total dollar value is greater than $50,000, then an MBE subcontracting goal will be applicable as detailed below. There is no MBE diverse goal for Pre -Construction Phase Services on this solicitation. The MBE diverse goal is 11% for Construction Phase Services (subcontractors, suppliers, etc.) B. If a Proposer is certified as a MBE, SBE or WBE firm, and intends to self -perform elements of the work, note the City's Business Diversity Enterprise Ordinance does not allow a Proposer to count itself or its subsidiary -owned companies towards the established goals; the goals represent subcontracting opportunities. If the Proposer intends to self -perform Construction Phase Services, the MBE goal must still be met. No exceptions. C. Proposers must obtain MBE listing from the City of Fort Worth's Office of Business Diversity at (817) 392-2674 or email mwbeoffice@fortworthtexas.jzov. This will ensure that the selected CMAR acknowledges MBEs currently certified by the North Central Texas Regional Certification Agency (NCTRCA) or Dallas/Fort Worth Minority Supplier Development Council (D/FW MSDC) and the Women's Business Council Southwest (WBCS) and accepted by the City of Fort Worth at the time Page 6 of 17 proposals are submitted, in order for the participation to be counted towards the established diverse goals. The firms must be located in the City's six (6) county geographic marketplace that includes the counties of: Tarrant, Dallas, Denton, Johnson, Parker and Wise. MBE means a certified business that meets the following criteria: a. is at least 51 percent owned by one or more minori persons, or, in the case of any publicly owned business, at least 51 percent of the stock is owned by one or more minority persons; and b. management and daily business operations are controlled by one or more minority persons who own it. D. Proposers shall submit with their proposals a preliminary MBE Utilization Plan ("Plan") to address how it will comply with the MBE goal(s), if any, when proposalsibids are sought from trade contractors or subcontractors for performance of all major elements of the Work. At a minimum, the preliminary Plan must certify that the Proposer will comply with the requrements of Subsection C of this Section and present evidence of the Proposer's past business diversity procurement practices. The preliminary Plan may also detail, to the extent possible, Proposer's planned efforts to comply with Subsection E. herein. Failure to submit a preliminary MBE Utilization Plan may render a Proposer non -responsive and the Proposal may be rejected. E. At the time the Guaranteed Maximum Price (GMP) proposal is submitted to the City, it shall be accompanied by the CMAR's final MBE Utilization Plan showing detailing efforts to comply with the MBE Goal(s). The final Plan shall include, at a minimum: • A detailed description of the work to be performed by each MBE; • The expected sub -contract value or percentage of the GMP construction cost for each phase of work identified for each MBE participant; • The timing of the major elements of the work including approximate advertising dates and provide the same identification information for all non -MBE participants ® The MBE company name, address, point of contact, email address, office and fax telephone numbers of the subcontractors and suppliers and their respective participation; A The tier level, i.e., 1st 2" d, 3`d, etc. (if other than I" tier, the plan must clearly identify the firm name and tier from whom the MBE firm will be receiving payment); R The MBE percentage level of commitment achieved and/or a Good and Honest Effort statement; The final Plan must also include an element detailing how the CMAR will communicate with, and report compliance to, the City's Project Manager and the City's Office of Business Diversity during the Project including providing to the Office of Business Diversity Letter(s) of intent, purchase orders and/or executed sub -contract agreements (after award by the CMAR) prior to the issuance of the notice to proceed of each relevant phase of the Work. F. MBE firms must be certified at the time each of the Work's major elements are bid or proposals submitted, in order for the participation to be counted towards the established goal. Page 7of17 G. Failure to comply with the MBE utilization commitments in the Plan may subject the CMAR to sanctions as provided in the Ordinance. For additional information contact the Office of Business Diversity at (817) 392-2678 or send email to mwbeotfice@fortworthtexas. og_v. SECTION 4: CMAR SERVICES The CMAR Preconstruction Phase services will be provided as a fixed fee cost identified in the proposal. The CMAR will provide the following Preconstruction Phase services: A. PRECONSTRUCTION PHASE SERVICES The Preconstruction Phase Services will include: 1. Provide a Project Manager, all Key Personnel and all other associated personnel necessary to fully meet the CMAR obligations for the Preconstruction Phase Services; 2. Consult with, advise and provide recommendations to the City and the Engineer on all aspects of the design and proposed construction and drawings and specifications; 3. Provide ongoing constructability review and consult on constructability issues in the development of the 90% and final design review plans and specifications, including written reports and recommendations on design packaging to advance construction, material availability and independent quantity calculations to verify quantities provided by Engineer; 4. Provide list of additional details needed on 90% and final design review plans that would be needed to complete the project in the allotted time or to accelerate aspects of the work; 5. Provide input and assist Engineer in developing construction sequencing and traffic control phasing; 6. Project Manager, Estimator, Scheduler and Superintendent along with any other necessary personnel shall attend review workshops with the City TPW, Water, and Parks Departments, TxDOT, and Engineer at the 90% and final design review milestones, assume each workshop is one complete eight (8) hour day; 7. Identify, evaluate and propose cost-effective alternatives; 8. Develop independent detailed construction cost estimates for the Project and Critical Path Method schedules at the 90% and final design review milestones; 9. Provide monthly project planning and scheduling report (using critical path method) to minimize the construction impact and prepare cash flow analyses for both the design and construction phases; 10. Identify long -lead equipment procurement needs and submit a report to the City; 11. Identify, evaluate and recommend elements of the Project that may require less than 100% design; 12. Make recommendations to the City regarding the division of the Work to facilitate bids and proposals for the major elements of the Work; 13. Advise the City of ways to gain efficiency in Project delivery; 14. Provide a complete, detailed, written GMP proposal including line item cost breakdowns with conditions, assumptions, and CMAR Contingency; Page 9 of 17 15. DeveIop, implement and maintain a quality management plan that assures conformance to every section of the specifications. Develop a QA/QC program to ensure continuing attention to the production and installation of error -free work; 16. Provide an environmental management plan detailing programs for a storm water pollution prevention plan and handling other environmental issues (dust, on site chemicals and fuel, etc.) required to comply with permits and regulations applicable to the Project; 17.Incorporate the City's standard specifications and provisions relating to quality, safety, community, and environmental factors; 18. Schedule all Project construction related activities; 19. Identify Work which the Proposer intends to self -perform. Identify and recommend which work, if any, should be procured through value -based competitive selections, in lieu of low bid; 20. Provide monthly progress reports; 21. Participate in one Project kick off meeting for Preconstruction Phase Services; 22. Participate in up to 10 additional meetings or workshops with the Engineer, Owner or others as needed; 23. Develop and submit recommendations for the award of subcontracts to construct the Project; 24. Provide Insurance for the Pre -Construction and Construction Phases as described in Section 8. 25. Provide Performance Bond, Payment Bond, and 2-year Maintenance Bond(s) as described in Section S. B. CONSTRUCTION PHASE SERVICES Construction Phase Services will include the following: 1. Solicit and publicly procure trade contractors or subcontractors through bidding or proposals for all major elements of the construction work estimated at greater than $50,000.00, and for material suppliers for the Project, unless incorporated above or otherwise exempted. See Texas Government Code Subchapter F, Chapter 2269.251 et seq. (as may be amended). 2. Discuss Project with subcontractors and material suppliers to determine workloads, bonding capacity, and worker/mechanic availability; 3. Review and monitor the final design and suggest equipment, materials and systems for selection; 4. Review contractor's construction emergency response plan; 5. Review contractor's construction site safety plan; 6. Prepare the Bids/Proposals packages for the elements of the Work which must incorporate the requirements of the Contract; 7. Participate in one Project kick off meeting for Construction Phase Services; 8. Performance of the construction portion of the Work in strict accordance with all applicable Contract Documents; 9. Coordinate and manage the Work that includes all required appurtenances, necessary site improvements, and all other work required to make a complete and operable system within the Guaranteed Maximum Price and within the contract time agreed upon by the CMAR and the City; 10. Coordinate with various local and state agencies, as necessary; 11. Arrange for procurement of materials and equipment; Page 9 of 17 12. Manage all procurement and construction -related subcontracts while meeting the City's requirements for procurement of subcontractor and supplier bids or proposals, including compliance with the MBE participation goal. This effort includes inspection of the Work performed by subcontractors to ensure conformance with the Contract Documents; 13. Monitor and maintain quality controls over shop drawings, equipment and materials, implementation and Work; 14. Implement the construction site safety plan to provide a safe working site for the Project, maintain, update and implement as needed the emergency response plan; 15. Conduct a Pre -Construction Meeting with all the contractors, sub -contractors, inspectors, TxDOT, and other entities performing major elements of the work prior to the start of their work activities; 16. Obtain any necessary construction permits and meet all requirements of TxDOT; 17. Manage storm water runoff and dust; 18. Establish and implement procedures to track, expedite and process all submittals, Project change orders/Field Orders, and requests for information; 19. Review and process shop drawings and other submittals for submission to Owner for City approval; 20. Establish a Critical Path Method schedule for the Project, monitor and update the construction schedule monthly, prepare three weeks look ahead work schedules consistent with overall schedule; 21. Review and process all pay request applications from subcontractors using the City's standard specifications and provisions; 22. Conduct monthly progress meetings with the on -site trade foremen or superintendents; 23. Attend bi-weekly (every two weeks) meetings with City Staff, inspectors, TxDOT, Engineer and other entities and provide written monthly progress report and updated schedule; 24. Maintain current hard copies of Project as -built drawings, including all subcontracted work, and submit in hard copy, PDF and electronic format specified by the Engineer monthly; 25. Expedite and coordinate delivery and installation. of Owner procured material and equipment, as applicable; 26. Maintain strict enforcement of Owner's or other applicable prevailing wage requirements; 27. Update and revise the Operation and Maintenance Manual developed by the Engineer as necessary; 28. Supervise and manage the warranties provided to the City for the equipment and construction work; and 29. Receive warranty/guaranty Work items from the construction contractors and subcontractors and provide same to Owner upon Final Acceptance of the Project, or at a date negotiated by the Parties; 30. Conduct a final walk-through with the City TPW, Water and Parks Departments, TxDOT, and Engineer at the completion of construction and 20 months after Final Acceptance regarding the two-year warranty; 31. Implement close out procedures necessary for the City to accept the Project as being finally complete; provide lien waivers from all subcontractors and material suppliers; Page 10 of 17 32. Complete all Construction Phase Services and Work no later than the end date of the Project Time established as part of Article G — Project Time and Liquidated Damages, of the negotiated CMAR Agreement (Attachment 2 — CMAR Agreement). 33. Prepare a final report on all construction costs. C. SELF PERFORMANCE REQUIREMENTS In accordance with Texas law, the CMAR may seek to self -perform work if the CMAR submits a bid or proposal in the same manner as all other trade subcontractors or suppliers and the City determines that the CMAR's low bid or proposal provides the best value for the submitted work. Proposers shall indicate the scope of work, if any, it intends to se f perform. The CMAR must still meet the MBE goal even if self -performing some or all of the Construction Phase Services. SECTION 5: PROCEDURAL REQUIREMENTS FOR REQUEST FOR PROPOSALS A. RESERVATION OF RIGHTS The City may reject any or all Proposals and/or waive minor deviations and/or irregularities therein and evaluate proposals. 2. The City reserves the right to cancel this project for any reason at any time during the process without incurring any obligations or liabilities. 3. The City reserves the right to modify the procurement schedule. B. SUBMISSION OF PROPOSALS Proposal: Each Proposal should be prepared simply and provide a straightforward and concise description of the Proposer's ability to perform the required CMAR Preconstruction Phase Services and Construction Phase Services as described in this RFP and the Agreement as per the General Conditions. Emphasis should be on completeness, clarity of content, responsiveness to the requirements, and an understanding of the City's needs. Vague or misleading statements will be viewed unfavorably. 2. Modifications to Submissions: No modifications to materials that have been submitted to the City are allowed unless Proposer withdraws its entire response. Resubmittal is acceptable up to the time specified for submittal of proposals. Disclosure of Proprietary Information: All materials submitted to the City become public property and are subject to the Texas Public Information Act upon receipt. If the Proposer does not desire submitted information that it considers to be proprietary to be disclosed, each page must be identified and marked proprietary at time of submittal. The City will, but only to the extent allowed by law, endeavor to protect such information from disclosure. Failure to identify proprietary information will result in all unmarked sections being deemed non-proprietary and available upon public request. City will notify any and all Proposers if a Public Information Act request is received to allow a Proposer to prepare its own response to protect its proprietary material beyond that which the City is allowed. Entire Proposals marked as proprietary will not be reviewed and will be returned. Page 11 of 17 4. Costs of Preparing Proposal: All costs of preparing the Proposal shall be the sole responsibility of the person or entity submitting the information. 5. Pre -Proposal Conference: A Pre -Proposal Conference will be held at 10:30 a.m. on Tuesday, February 11, 2020 in the Transportation and Public Works Conference Room 270, 2nd Floor of City Hall, 200 Texas ,Street, Fort Worth, Texas 76102. 6. Further Information and Questions: Information requests and questions must be submitted in writing by e-mail and received by the City no later than February 20th, 2020 at 5:00 pm. Responses to all requests and questions will be emailed to all known interested parties and posted to BuzzSaw by February 24th, 2020 at 5:00pm. Please direct all questions regarding this RFP with "Harmon CMAR RFP" in the Subject Line to: Mr. J.T. Auldridge, PE, PMP Transportation and Public Works Department 200 Texas Street Fort Worth, Texas 76102 JT.Auldridge@fortworthtexas, og_v 7. Anti -Lobbying. Proposers submitting Qualifications and/or Proposals are prohibited from directly or indirectly communicating with, including but not limited to contact by phone or in person, any City of Fort Worth representative regarding this RFP, except as provided herein for requests for further information. 8. Submission of Proposal: The proposal shall be limited to 25 pages. Proposals must be printed on letter -sized (8.5 inch by 11 inch) paper. Sheets as large as 11 inches by 17 inches may be used for graphics and will be counted as two pages. Sections should be divided by tabs for ease of reference. The 25-page maximum does not include a one -page cover letter and the required fee proposal form. The Proposal shall use 10 pt. font or larger for the text. Resumes of Key Personnel may be included in an appendix if desired, not to exceed an additional 15 pages. Each copy of the Proposal must be bound to ensure that pages are not lost. One (1) original, one (1) electronic and five (5) copies. An original signature must appear on the cover letter. Please mark the document with the original signature as "ORIGINAL". 9. Receipt of All Proposals: Proposals shall be sealed in an envelope or container marked on the outside with the Proposer's name and address and: Harmon Road — US 287/81 to Golden Triangle Blvd CMAR City Project Number 100459 Transportation and Public Works Department RFP Facsimile submittals will not be accepted. Proposals may be mailed or delivered (during normal business hours in person, by courier, an express delivery service or USPS Express Mail) to: City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Page 12 of 17 All sealed proposals must be received by the City no later than 1:30 pm on Thursday, February 27, 2020. All proposals will be publicly opened and the names of the Proposers and the submitted fees and prices for the Project read aloud in the City Council Chambers at 2:00 pm the same day. Proposals received after the date and time specified herein will be returned unopened. 10. Conflict of Interest Questionnaire. Each Proposer must complete and submit directly to the City Secretary's Office, an original Conflict of Interest Questionnaire. If a Proposer already has a Conflict of Interest Questionnaire on file with the City Secretary's Office, a Proposer may so certify to that fact. See Exhibit E. 11. Financial Statement. Proposers should provide one copy of an audited financial statement from the current or previous year or, if the Proposer does not have audited financial statements, the previous year and current year-to-date financial statements. The single financial statement should be submitted with the original proposal, and may be provided in a separate sealed envelope and does not affect the page count. SECTION 6: CONTENT OF PROPOSAL AND EVALUATION CRITERIA Proposers shall submit complete responses to all requirements described in this RFP. Although concise submittals are preferred, proposals must be sufficiently detailed to demonstrate that the Proposer can successfully deliver the CMAR scope of services. All items in all tabs shall be included in each copy of the Proposal. Proposals containing incomplete information will be rejected. A. The Proposal must contain the following information in the following order: 1. Cover Letter (Pass/Fail) Not included in page count The Proposer's one -page cover letter should clearly state that the Proposal is valid for 90 days from February 27, 2020 and should be signed by an individual with authority to commit the Proposer to the Project. The 90-day period applies to the Exhibit 1. 2. Forms and Certifications (Pass/Fail) Not included in page count The Forms and Certifications in Exhibits A — K are attached for use in documenting compliance with the City's procurement process, MBE requirements and for use in preparing the Proposer's Price Proposal. 3. Proposer's Corporate Experience and Financial Stability (10 point maximum, not to exceed 3 pages) Included in page count The Proposer shall provide information in a tabular format, for roadway construction projects of similar size, and scope, including project durations for projects completed or currently in progress for all owners within the past ten years. The proposer shall demonstrate history of completing projects on time. A minimum of five projects shall be presented that best represent the Proposer's relevant, demonstrated experience and services requested for the Project. The total number of projects shall not exceed ten. Page 13 of 17 The Proposer shall identify its experience in the performance of CMAR Pre -Construction Services which will be required on this project, specifically (1) working with design engineers in the preparation of construction documents, (2) constructability reviews based on engineering drawings and site visits, (3) preparing cost estimates on partially completed construction documents, (4) project scheduling, and (5) developing a GMP. The proposer should explain the benefits of their experience in terms of value for the City's project. The Proposer shall identify the major work elements/trades of a typical project and identify if the Proposer intends to self -perform such elements/trades and provide examples of those elements/trades which it normally self -performs. The listing of major work elements/trades should include, at a minimum, demolition, site grading, underground piping installation, concrete work, electrical, lighting and landscaping. 4. Pricing of CMAR Services (5 points maximum, not to exceed 2 pages) Included in page count Provide the Preconstruction Phase Services Fee and Construction Phase Services Fee on Exhibit 1— Construction Budget and Fee Proposal. Provide any proposed incentives for delivery. 5. CMAR Qualifications and Experience of Key Personnel (relevant Non-CMAR experience acceptable) (20 points maximum, Not to Exceed 6 pages) Included in page count Overall qualifications of the Proposer's Key Personnel to perform the required Preconstruction Phase Services and Construction Phase Services shall be provided. Additional information to be provided on Key Personnel should include roles and .major responsibilities and their experience with CMAR or non-CMAR project delivery including value engineering, constructability reviews and (Preconstruction Phase and Construction Phase Services) and other general preconstruction services, general construction or construction management experience. Include a statement that proposed Key Personnel will be dedicated and available for the performance of the Project. Also, state the amount of time on a percentage basis each Key Personnel will spend during the Preconstruction Phase and Construction Phase Services. Proposer shall indicate where Key Personnel have worked together on prior projects. Proposer shall provide an organizational chart showing all Key Personnel and other personnel (either by name or job category) for both Preconstruction Phase and Construction Phase Services. The Proposer will provide a client reference for three of the projects listed using Exhibit F.. 6. Project Approach (55 points maximum, not to exceed 12 pages) Included in page count Preconstruction Services -- 10 points maximum Describe the approach to the successful completion of the Preconstruction Phase Services. Discuss the potential benefits from these activities to the overall Project. Use examples from prior efforts to prove benefits. Identify any specialize skills or special consideration that Proposer will be able to provide. Page 14 of 17 Construction Approach — 15 points maximum Describe the approach to the successful completion of the Construction Phase Services and identify any specialized skills or special considerations that Proposer will be able to provide. Use specific examples. Describe in detail how Proposer will coordinate CMAR tasks with that of subcontractors tasks, the Owner, Engineer and other professional services that may be involved in the Project (inspection, materials testing, etc.) QA/QC and Safety Plan(5 points maximum) Describe in detail in no more than 3 pages how you will develop and implement your quality assurance/quality control and safety plans to achieve a successful project. Cost and Schedule Control 25 points maximum) Describe in detail in no more than 3 pages, how Proposer will manage and control costs and schedule. Discuss change management process and how Owner initiated requests will be addressed. 7. Compliance with the Business Diversity Enterprise Ordinance (5 point maximum, Not to exceed 1 page) Included in page count Proposer shall acknowledge and commit to meeting the overall diverse MBE goal and present its preliminary MBE Utilization Plan (as defined above in Section 3.D.). Failure to submit a preliminary MBE Utilization Plan may render a Proposer non -responsive and the Proposal may be rejected. S. Special Considerations (5 point maximum, Not to exceed 1 page) Included in page count List City of Fort Worth roadway projects by City Project Number, including Project Manager, status of completion and contract value. Up to 5 points will be given to Proposers that have completed 4 to 6 lane concrete arterial projects with the City of Fort Worth in the past 5 years. B. Review of Proposals and Release of lnformation The City will convene a team to apply the Evaluation Criteria set forth in this RFP and to rank all the Proposers with the goal to select the Proposer that offers the best value under the evaluation criteria. Within seven days after the City Council authorizes execution of the CMAR contract, the City will document the basis of its selection and make the evaluations public. C. Guaranteed Maximum Price (GMP) The GMP will be established during the Preconstruction Phase Services. The CMAR assumes the risk of completing the Work for the GMP and within the allotted Contract time. Cost sharing arrangements are more fully described in the Contract. Adherance to the GMP, as may be amended by the parties, shall be the responsibility of CMAR. Cost overruns shall be borne by the CMAR. Page 15 of 17 2. Prevailing Wages. The City is required to comply with Chapter 2258 (as amended) of the Texas Government Code. This statute, among other things, requires all contractors and subcontractors performing public works contracts for a municipality to: i. pay the prevailing wage rate as determined by the municipality; ii. keep records of the name and occupation of each worker, Iaborer and mechanic employed by them to work on the Project and the actual per diem wages paid to each; and iii. forfeit, as a penalty, sixty dollars ($60.00) per day for each laborer, worker, or mechanic who is not paid the stipulated wage for the type of work performed by him as required by the Labor Classification and Minimum Wage Scale. The City is authorized to withhold the penalty amount from the CMAR's payment, as provided in the statute. iv. The prevailing wage for this Project will be included in the GMP calculation and will be established at the time the bids/proposals are requested for the major elements of the Work. SECTION 7: AWARD AND EXECUTION OF CONTRACT Staff will attempt to negotiate a contract with the top ranked Proposer and will attempt to negotiate a contract with that entity. If negotiations fail, the City will end the negotiations in writing and commence negotiations with the next -ranked Proposer until a contract is negotiated or all candidates are rejected. Staff will negotiate only those items listed as Exceptions to Draft Agreement - Exhibit D, including any cost sharing proposals submitted. Excessive contract exceptions will be viewed unfavorably. The initial notice to proceed will be for the Preconstruction Phase Services. The City may or may not elect to proceed with the Construction Phase Services, at the City's sole and exclusive discretion. The Contract Documents contain termination language that allows the City to terminate the contract after the Preconstruction Phase if a GMP cannot be negotiated and during the Construction Phase with or without cause. To comply with Article 11, Sec. 5 of the Texas Constitution, the City will include the following provision in the Contract: "Notwithstanding any other provisions of this Contract, if this Contract provides for the City to make payments to the CMAR in any fiscal year following the City's fiscal year in which this Contract begins and the City's City Council fails to appropriate funds to make the payments, then this Contract automatically terminates at the beginning of the first day of the successive fiscal year for which funds were not appropriated, and the City shall not be obligated to make or have any liability to the CMAR for the payments." SECTION 8: BONDS AND INSURANCE REQUIREMENTS Performance and Payment Bonds. if a fixed contract amount or guaranteed maximum price has not been determined at the time the contract is awarded, the penal sums of the performance and payment bonds delivered to the governmental entity must each be in an amount equal to the estimated Construction Budget, as specified in this RFP and on a form acceptable to the City. The CMAR shall deliver the bonds not later than the 10th day after the date the CMAR executes the contract unless the CMAR furnishes a bid bond or other financial security acceptable to the City to ensure that the CMAR will furnish the required performance and payment bonds when a guaranteed maximum price is established. Page 16 of 17 If any Maintenance Bonds are required, said bonds shall be provided or procured by the CMAR and shall be in the name of and in favor of the City. All payment, performance and maintenance bonds issued with respect to this section shall be provided by a surety authorized to do business in the State of Texas and in accordance with Texas Gov't Code 2253. The City's bond forms are provided in the Exhibit G. Insurance. Please refer to the General Conditions at Article 5, Section 5.03-5.05 for detailed insurance values, limits and descriptions. SECTION 9: INSPECTION AND CONSTRUCTION MATERIAL TESTING The City will provide or contract for, independently of the CMAR's services, the inspection services, the testing of construction materials, engineering, and the verification testing services necessary for acceptance of the Work. The selected Proposer will be required to coordinate these services. SECTION 10: PROPOSED SCHEDULE The following schedule is planned. Publication of Request for Proposals (11't Publication of Request for Proposals (211) Pre -proposal Conference (10:30 AM) Deadline for Comments (5:00 PM) Responses to Comments Posted (5:00 PM) RFP Submittals Due: 1:30 PM Opened and Read Aloud: 2:00 PM Evaluation of Proposals Notice to Selected CMAR Contract Negotiations CMAR Contract Award (M&C) Notice to Proceed (Preconstruction Phase) Preeonstruction Phase Services and GMP Negotiation Construction Phase Services 30 January 2020 06 February 2020 11 February 2020 20 February 2020 24 February 2020 27 February 2020 27 February 2020 13 March 2020 13 March 2020 TBA 21 April 2020 May 2020 May 2020 — December 2020 January 2021— January 2023 Page 17 of 17 0061 13 - 1 PERFORMANCE BOND Page 1 of 2 1 SECTION 00 6113 2 PERFORMANCE BOND 3 4 THE STATE OF TEXAS § 5 § KNOW ALL BY THESE PRESENTS: 6 COUNTY OF TARRANT § 7 That we, McCarthyBuilding Companies, Inc. , known as 8 "Principal" herein and , a corporate 9 surety(suretics, if more than one) duly authorized to do business in the State of Texas, known as 10 "Surety" herein (whether one or more), are held and firmly bound unto the City of Fort Worth, a 11 municipal corporation created pursuant to the laws of Texas, known as "City" herein, in the penal 12 sum of, TWENTY TWO MILLION AND 0/100 Dollars (S 22,000,000.00 ), 13 lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas for the 14 payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, 15 administrators, successors and assigns, jointly and severally, firmly by these presents. 16 WHEREAS, the Principal has entered into a certain written contract with the City 17 awarded the 19t' day of May , 2020 ,which Contract is hereby referred to and 18 made a part hereof for all purposes as if fully set forth herein, to furnish all materials, equipment 19 labor and other accessories defined by law, in the prosecution of the Work, including any Change 20 Orders, as provided for in said Contract designated as Harmon Road US 287181 to Golden 21 Triangle Boulevard, City Project No. 100459. 22 NOW, THEREFORE, the condition of this obligation is such that if the said Principal 23 shall faithfully perform it obligations under the Contract and shall in all respects duly and 24 faithfully perform the Work, including Change Orders, under the Contract, according to the plans, 25 specifications, and contract documents therein referred to, and as well during any period of 26 extension of the Contract that may be granted on the part of the City, then this obligation shall be 27 and become null and void, otherwise to remain in full force and effect. 28 PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in 29 Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort 30 Worth Division. CITY OF FORT WORTH Harmon Road US 287181 to Golden Trian le Boulevard STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS City Project No. 100459 Revised July 1, 2011 006113-2 PERFORMANCE BOND Page 2 of 2 1 This bond is made and executed in compliance with the provisions of Chapter 2253 of the 2 Texas Government Code, as amended, and all Iiabilities on this bond shall be determined in 3 accordance with the provisions of said statue. 4 IN WITNESS WHEREOF, the Principal and the Surety have SIGNED and SEALED 5 this instrument by duly authorized agents and officers on this the day of 6 , 20 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 ATTEST: (Principal) Secretary Witness as to Principal Witness as to Surety PRINCIPAL: BY: Signature Name and Title Address: SURETY: BY: Signature Name and Title Address: Telephone Number: *Note: If signed by an officer of the Surety Company, there must be on file a certified extract from the by-laws showing that this person has authority to sign such obligation. If Surety's physical address is different from its mailing address, both must be provided. The date of the bond shall not be prior to the date the Contract is awarded. CITY OF FORT WORTH Harmon Road US 287181 to Golden Triangle Boulevard STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS City Project No. 140459 Revised July I, 2011 0061 14 - 1 PAYMENTBOND Page I of 2 I SECTION 00 6114 2 PAYMENT BOND 3 4 THE STATE OF TEXAS § 5 § KNOW ALL BY THESE PRESENTS: 6 COUNTY OF TARRANT § 7 That we, McCarthy Building Companies, Inc. known as 8 "Principal" herein, and , a 9 corporate surety (sureties), duly authorized to do business in the State of Texas, known as 10 "Surety" herein (whether one or more), are held and firmly bound unto the City of Fort Worth, a 11 municipal corporation created pursuant to the laws of the State of Texas, known as "City" herein, 12 in the penal sum of TWENTY TWO MILLION AND 0/100 Dollars 13 ($ 22,000,000.00 1, lawful money of the United States, to be paid in Fort Worth, Tarrant County, 14 Texas, for the payment of which sum well and truly be made, we bind ourselves, our heirs, 15 executors, administrators, successors and assigns, jointly and severally, firmly by these presents: 16 WHEREAS, Principal has entered into a certain written Contract with City, awarded the 17 19' day of Ma , 2020 , which Contract is hereby referred to and made a part 18 hereof for all purposes as if fully set forth herein, to furnish all materials, equipment, labor and 19 other accessories as defined by law, in the prosecution of the Work as provided for in said 20 Contract and designated as Harmon Road US 287181 to Golden Triangle Boulevard. Lily 21 Project No. 100459. 22 NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if 23 Principal shall pay all monies owing to any (and all) payment bond beneficiary (as defined in 24 Chapter 2253 of the Texas Government Code, as amended) in the prosecution of the Work under 25 the Contract, then this obligation shall be and become null and void; otherwise to remain in full 26 force and effect. 27 This bond is made and executed in compliance with the provisions of Chapter 2253 of the 28 Texas Government Code, as amended, and all liabilities on this bond shall be determined in 29 accordance with the provisions of said statute. 30 CITY OF FORT WORTH Harmon Road US 287181 to Golden Triangle Boulevard STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS City Project No, 100459 Revised July 1, 2011 1 2 3 4 S 6 7 8 9 10 11 12 0061 14 - 2 PAYMENT BOND Page z of 2 IN WITNESS WHEREOF, the Principal and Surety have each SIGNED and SEALED this instrument by duly authorized agents and officers on this the day of , 20 ATTEST: (Principal) Secretary Witness as to Principal ATTEST: (Surety) Secretary Witness as to Surety PRINCIPAL: BY: Signature Name and Title Address: SURETY: BY: Signature Name and Title Address: Telephone Number: Note: If signed by an officer of the Surety, there must be on file a certified extract from the bylaws showing that this person has authority to sign such obligation. If Surety's physical address is different from its mailing address, both must be provided. The date of the bond shall not be prior to the date the Contract is awarded. END OF SECTION CITY OF FORT WORTH Harmon Road US 287181 to Golden Trian le Boulevard STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS City Project No. 100459 Revised July 1, 2011 0061 19 - 1 MAINTENANCE BOND Page 1 of 3 1 SECTION 00 6119 2 MAINTENANCE BOND 3 4 THE STATE OF TEXAS § 5 § KNOW ALL BY THESE PRESENTS: 6 COUNTY OF TARRANT § 7 8 That we_McCarthy Building Companies, Inc. , known as 9 "Principal" herein and , a corporate surety 10 (sureties, if more than one) duly authorized to do business in the State of Texas, known as 11 "Surety" herein (whether one or more), are held and firmly bound unto the City of Fort Worth, a I2 municipal corporation created pursuant to the laws of the State of Texas, known as "City" herein, 13 in the sum of TWENTY TWO MILLION AND 0/100 Dollars ($ 22,000,000.00 ), 14 lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas, for payment 15 of which sum well and truly be made unto the City and its successors, we bind ourselves, our 16 heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these 17 presents. 18 19 WHEREAS, the Principal has entered into a certain written contract with the City awarded 20 the 19th day of lay 2020 , which Contract is hereby referred to and a made part 21 hereof for all purposes as if fully set forth herein, to furnish all materials, equipment labor and 22 other accessories as defined by law, in the prosecution of the Work, including any Work resulting 23 from a duly authorized Change Order (collectively herein, the "Work") as provided for in said 24 contract and designated as < Harmon Road US 287181 to Golden Triangle Boulevard C. itv 25 Proiect No. 100459 and 26 27 WHEREAS, Principal binds itself to use such materials and to so construct the Work in 28 accordance with the plans, specifications and Contract Documents that the Work is and will 29 remain free from defects in materials or workmanship for and during the period of two (2) years 30 after the date of Final Acceptance of the Work by the City ("Maintenance Period"); and 31 32 WHEREAS, Principal binds itself to repair or reconstruct the Work in whole or in part 33 upon receiving notice from the City of the need therefor at any time within the Maintenance 34 Period. 35 CITY OF FORT WORTH Harmon Road US 287181 to Golden Triangle Boulevard STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS City Project No. 100459 Revised July 1, 2011 0061 19 - 2 MAINTENANCE BOND Page 2 of 3 1 NOW THEREFORE, the condition of this obligation is such that if Principal shall 2 remedy any defective Work, for which timely notice was provided by City, to a completion 3 satisfactory to the City, then this obligation shall become null and void; otherwise to remain in 4 full force and effect. 5 6 PROVIDED, HOWEVER, if Principal shall fail so to repair or reconstruct any timely 7 noticed defective Work, it is agreed that the City may cause any and all such defective Work to 8 be repaired and/or reconstructed with all associated costs thereof being borne by the Principal and 9 the Surety under this Maintenance bond; and 10 11 PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in 12 Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort 13 Worth Division; and 14 15 PROVIDED FURTHER, that this obligation shall be continuous in nature and 16 successive recoveries may be had hereon for successive breaches. 17 18 19 CITY OF FORT WORTH Harmon Rory_ d US 287181 to Golden Trlanffle Boulevard STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS City Project No. 100459 Revised July 1, 201I 1 2 3 4 5 6 7 8 9 I0 I 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 al 0061 19-3 MAINTENANCE BOND Page 3 of 3 IN WITNESS WHEREOF, the Principal and the Surety have each SIGNED and SEALED this instrument by duly authorized agents and officers on this the day of , 20 ATTEST: (Principal) Secretary Witness as to Principal ATTEST: (Surety) Secretary PRINCIPAL: BY: Signature Name and Title Address: SURETY: BY: Signature Name and Title Address: Witness as to Surety Telephone Number: `Note: If signed by an officer of the Surety Company, there must be on file a certified extract from the by-laws showing that this person has authority to sign such obligation. If Surety's physical address is different from its mailing address, both must be provided. The date of the bond shall not be prior to the date the Contract is awarded. CITY OF PORT WORTH Harmon Road US 287181 to Golden Triankle Boulevard STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS City Protect No. 100459 Revised July 1, 2011 006125-1 CERTIFICATE OF INSURANCE Page 1 of I 1 SECTION 00 6125 2 CERTIFICATE OF INSURANCE 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 END OF SECTION CITY OF FORT WORTH Harmon Road US 287181 to Golden Triangle Boulevard STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS City Project No. 100459 Revised July 1, 2011 POLICY NUMBER: 5 1 PKG8 8 9 7 616 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 All parties where required by a written contract. This insurance is primary and non-contributing with any other instnance where the written contract requires that this insurance he primary and non- contributory. When the insurance provided by this endorsement is primary and non-contributory, we will not seek any contribution from any other insurance policy available to the additional insured on which the additional insured is a named insured. Information required to complete this Schedule if not shown above, will be shown in the Declarations. A. Section 11 — 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. 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. CG 2010 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III o 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 2 of 2 ©Insurance Services Office, Inc., 2012 CG 20 10 0413 POLICY NUMBER: 51 PKG8 8 97 616 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURE® - OWNERS, LESSEES OR CONTRACTORS = COMPLETE® 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 All parties where required by a written contract. This insurance is primary and non-contributing with any other insurance where the written contract re wires that this insurance be primary and non-contributory. When the insurance provided by this endorsement is primary and non- contributory, we will not seek any contribution from any other insurance policy available to the additional insured on which the additional insured is a named insured. 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 include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for 'bodily injury" or "property damage" caused, in whole or in part, by "Your work" at the location designated and 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 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. 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 contractor 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. CG 20 37 0413 O Insurance Services Office, Inc., 2012 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS WAIVED OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Name of Person or Organization: ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER. The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — Commercial General Liability Conditions) is amended by the addition of the following: 1. If we recover any amount as a result of our exercise of these rights, the amount recovered will be divided as follows: 1. Any insured or other insurer that paid amounts in excess of the limits of coverage that apply under this policy will be reimbursed for the actual amount paid. 2. We will then be reimbursed for any payments we have made. 3. Then, if any amount remains, any insured or other insurer who paid amounts before the limits of coverage for this policy applied will be reimbursed for the actual amount paid. Expenses incurred in obtaining a recovery of any payment we make under this policy from someone other than us will be divided in the same ratio as the recovery is shared. However, if we bring legal action against any other party on our own or try to obtain recovery and fail to do so, we will pay all expenses we incur. 2. We 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 and completed operations hazard". This waiver applies only to the person(s) or organization(s) shown in the Schedule above. All other terms and conditions of this Policy remain unchanged. Issued By: ARCH INSURANCE COMPANY Endorsement Number: Policy Number: 51 PKG8897616 Named Insured: MCCARTHY HOLDINGS Endorsement Effective Date: 04101 /20 00 ML0207 00 11 03 Page 1 of 1 POLICY NUMBER: 51PKG8897616 COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHT'S OF RECOVERY AGAINST OTHERS TO US (WAWE'R OF SUBROGATION) 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 modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organi_zation(s): ANY PERSON OR ORGANIZATION THAT REQUESTS A WAIVER FROM THE NAMED INSURED VIA A WRITTEN CONTRACT PRIOR TO THE ACCIDENT OR LOSS. f Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 4410 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) 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 ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS REQUIRED BY WRITTEN CONTRACT WITH SUCH PERSON OR ORGANIZATION PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2020 Policy No. 51WC18897516 (AOS) Endorsement No. Insured MCCARTHY HOLDINGS, INC. 54WC18934916 (CA, IL, MO, NC, OR, TX) Premium INCL. Insurance Company ARCH INSURANCE COMPANY Countersigned By 01983 National Council on Compensation Insurance. ADVANCE COPY TINS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION- CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you, If possible, such copies of the notice will be mailed at least 90 days, except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is herebyamended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 51PKG8897616 Named Insured: MCCARTHY HOLDINGS, INC. This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date:04-01-20 00 ML008700 11 10 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) 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 ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS REQUIRED BY WRITTEN CONTRACT WITH SUCH PERSON OR ORGANIZATION PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS._ This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2020 Policy No. 51WC18897516 (AOS) Endorsement No. Insured MCCARTHY HOLDINGS, INC. 54WC18934916 (CA, IL, MO, NC, OR, TX) Premium INCL. Insurance Company ARCH INSURANCE COMPANY Countersigned By ©1983 National Council on Compensation Insurance. A€}VANCE COPY 7.y,,.W pr Ar q1! V-7 4 IARMON ROAD FRa D GOLDEN TRIANGI NECARTMOVY. oil L TIM Table ®f Contents TAB 1 Cover Letter TAB 2 Forms and Certifications TAB 3 Proposer's Corporate Experience and Financial Stability A" . Pricing of CMAR Services TAF,!l 4 CMAR Qualifications and Experience of Key Personnel TAB 6 Project Approach -1A U 7 Compliance with the Business Diversity Enterprise Ordinance TAB 8 Special Considerations AM--.1"NOIN Resumes of Key Personnel and Financial Documents McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 COVER LETTER MgCMTHY Mr. J.% Auldridge, PE, PPP Fort Worth Transportation and Public Works 200 Texas Street Fort Worth, Texas 76102 February 27, 2020 RE: Harmon Road - US 2.87/81 to Golden Triangle Blvd - CMAR Proposal - City Project No. 100459 Dear Mr. Auldridge, McCarthy Building Companies, Inc., is humbled to be considered to partner with the City of Fort Worth to deliver the Harmon Road project. We feel that our team is uniquely qualified to deliver this project for the City with an exceptional customer experience. Building on our successful partnership The team proposed for Harmon Road is the same team the City is currently working with on the Hemphill Connector project, led by Project Director Dave Wallace and Vice President of Preconstruction Jeromy Shaw. This team has a thorough understanding of the City's concerns and priorities, and looks foward to building on the relationships we have created with your team over the course of the Hemphill Connector project. Making the most of the delivery method McCarthy will leverage the benefits of the Construction Manager at Risk delivery model for the City, beginning with the preconstruction process. We've committed both Vice President of Preconstruction, Jeromy Shaw who you know from the Hemphill project, and Preconstruction Director Colleen Martindale. Jeromy, Colleen, and our dedicated civil preconstruction team, alongside our proposed construction team led by Dave Wallace, will work with the City and Kimley-Horn to understand the project, mitigate the risks, and achieve the ultimate goals of the City. Like the Hemphill project, our team is committed to delivering Harmon Road within the budget we provide as a result of our preconstruction process. Engaging the small business community Everyone wants this project to have a positive impact on the community and we recognize that. One of the many ways our team can support the City in achieving this goal is to leverage the job as an opportunity for MBE firms to engage in the project. At McCarthy, diversity and MBE engagement is part of our culture, and we implement MBE goals whether required for a project or not. Minimizing impact on the community Safety is the first priority for this project team. Sean Blakemore, our Safety Manager, will create a project plan specific to Harmon Road. This will ensure the safety of the public and of the workforce on the project. The management team on the ground during construction will ensure that traffic flows smoothly, so that the public and surrounding businesses are aware of traffic closures and potential utility shutdowns, minimizing as much disruption to the neighborhood as possible. Our team is committed to leading the project through our emphasis on trust, transparency, and collaboration, which helps minimize the resources required by the City to oversee the project. The team at McCarthy looks forward to the opportunity to serve the City of Fort Worth again, and to continue building on our partnership with you. Sincerely, ,�j q �— —C)—k Joseph Jouvenal Regional President McCarthy Building Companies, Inc. WWW.McCARTHY.COM 12001 N. CENTRAL EXPY, SUITE 400 DALLAS, TX 75243 T 972.992.5500 F. 972A91.9249 FORMS AND CERTIFICATIONS NECARTHY 2. FORDS AND CERTIFICATIONS Exhibit A - Proposal Transmittal Letter TO: City of Fort Worth, Texas FROM: McCarthy Building Companies, Inc. (Proposer's Name) FOR: Harmon Road from US 287/81 to Golden Triangle Boulevard Submitted:_ February 27 , 2020 The undersigned Proposer, in compliance with your Request for Proposal for this Project, having examined the Request for Proposal and Contract Documents and the site of the proposed work, and being familiar with all of the conditions surrounding the construction of the proposed Project, including the availability of materials and labor, hereby proposes to perform Construction Manager -at -Risk Services including development of a Guaranteed Maximum Price Proposal, to construct the Project in accordance with the said'Contract Documents. The Proposer agrees, if this Proposal is accepted, to enter into a written. contract with the City of Fort Worth, Texas to furnish all items necessary to perform the Construction Manager -at -Risk Services including Pre - Construction Services and Construction Services in full and complete accordance with the reasonably intended requirements of the respective scopes of work to the full and entire satisfaction of the City of Fort Worth, Texas with a definite understanding that no compensation will be allowed for extra work except as set forth in the Contract Documents. The Proposer agrees, if the Guaranteed Maximum Price Proposal is accepted, to commence with the construction of the Project completely by furnishing all necessary products, machinery, tools, apparatus, means of transportation and labor necessary to complete the construction of the Work in full and complete accordance with the reasonably intended requirements of the Contract Documents to the full and entire satisfaction of the City of Fort Worth, Texas with a definite understanding that no money will be allowed for extra work except as set forth in the Contract Documents. The Proposer hereby affirms that the signatory is duty qualified and authorized to execute this Proposal Transmittal Letter submitting the Proposer's response to the RFP and further authorizes and hereby requests any person, firm, or corporation, if requested by the City, to fiunish any information in verification of the recitals comprising this Proposal. By the signature provided below, the signatory affirms that the information provided herein and in this Proposal is true and correct to the best of his/her knowledge and belief. Attached hereto is authority provided by the Proposer's governing body veofying the authority of the signatory to so execute this document. Title: Regic`Sfial President Date: 02/27/2020 Receiptof dt d. �01 Page 20 of 34 City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Harmon Road CMAR Addendurn No. 1 The Proposer shall identify the major work elements/trades of a typical project and identify if the Proposer intends to self-perforin such elements/trades and provide examples of those elements/trades which it normally self -performs. The listing of major work elements/trades should include, at a minimum, demolition, site grading, underground piping installation, concrete work, electrical, lighting and landscaping. Section_6.A.5..Replace the last sentence with the following; The Proposer will provide a client reference for three of the projects listed using Exhibit F. SECTION 7: AWARD AND EXECUTION OF CONTRACT Replace the 2na paragraphwith the following Staff will negotiate only those items listed as Exceptions to Draft Agreement — Exhibit D, including any cost sharing proposals submitted. Excessive contract exceptions will be viewed unfavorably. Replace Exhibit A with the Attached. Replace Exhibit J with the Attached. Changed Section 6 Construction Approach to Maximum 15 points and Pre -Construction Services to Maximum 10 points. Information to Proposers: Acknowledge your receipt of this addendum No. 1 by completing the requested information at the following locations: 1. In the space provided in Exhibit A 2. Execute acknowledgement below and submit signed copy with your proposal at the time of the proposal submittal. RECEIPT ACKNGW EDGED: Ey. Ti e:� Pg 3 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No, 100459 Forms and Certifications Hannon Road CMAR Addendum No. 2 CITY OF FORT WORTH TRANSPORTATION & PUBLIC WORDS ADDENDUM No. 2 REQUESTS FOR PROPOSALS CONSTRUCTION MANAGER AT RISK FOR PRECONSTRUCTION AND CONSTRUCTION PRASE SERVICES FOR HARMON ROAD — US 287181 TO GOLDEN TRL9►NGLE BLVD CITY PROJECT NO.100459 Advertise Date: Thursday, January 30, 2020 Proposal Due Date: Thursday, February 27, 2020 Addendum No 2 Issued: Tuesday, February 25, 2020 The contract and documents for the subject project are hereby revised or amended as the following: The addenda and updated documents have been posted on-line and can be viewed at: h s:ll ro'ec oint.b aw.comlfo A ° 20V ° 80%3° n° S20%E2%80%93°/2OUS%a20287%20281%20to%20Golden%20T_ r_iangle%o20Blvd-Vnuhlic REVISIONS TO RFP: Replace Exhibit J with the Attached. Changed Section 5 to Maximum 20 Points and Section 7 to Maximum 5 Points Information to Proposers: Acknowledge your receipt of this addendum No. 2 by completing the requested information at the following locations: 1. In the space provided in Exhibit A 2. Execute acknowledgement below and submit signed copy with your proposal at the time of the proposal submittal. RECEIPT CKNOWLE GED: By' T e: Pg I City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Exhibit B - Statement of Experience McCarthy has extensive Construction Manager at Risk experience as well as experience with projects similar in size and scope to the Harmon Road project. Please refer to Tab 3 for a more detailed account of our experience. Q� h e � � m p4 N h �0 ' O iRITIES PROJECT �Q0 City of Port Worth Hemphill Connector July 2017 - April 2020, $35 million _............................................................................................ ............. ........... .......... City of Fort Worth Village Creek Peak Flow Storage July 2014 - December 2017, $26 million ........................................................................................... .............. ... Texas A&lVl Wellborn Load Underpass V/ V V November 2011 - August 2013, $25 million _............................................................................................................... .......... ......... ........... .......... - Tarrant Regional Water District Richland Chambers Wetlands vee January 2011 - October 2013, $42.9 million ........................................................................................... ... ......... .......... ...... UTSW Overhead Connector Bridge August 2013 - February 20I5, $I8 million ............................................................................................. DFW Airport - 24th Avenue Reconstruction f March 2018 - March 2019, $1.6 million Houston IIIETRORail Harrisburg Overpass .......... ........... April 2015 - November 2016, $30 million "i� 1 :::� _V _.- McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Dare Wallace Project Director Colleen Martindale Preconstruction Director Kamecia Mason Director of Diversity and Community Outreach Exhibit C - Prosposed Key Personnel Full resumes for all key personnel can be found in Appendix A. Jeromy Shaw VP Preconstruction Alex Velez Project Superintendent Andrew Cunningham Quality Director Kiley Seahorn Project Manager Vijay Durvasula Senior Estimator Sean Blakemore Safety Manager City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Exhibit D -- Exceptions to Agreement (see Attachment 2) Comment Location in Number CMAR Exception and Rationale Suggested "ernate Language Agreement 1 Not included Mutual waiver of consequential We would like to include into the damage provision not included in agreement a mutual waiver of agreement. consequential damages, similar to Hemphill CMAR Agreement 2Agreement: 3rd No design services provided for Propose removal of the word, Whereas clause project through CMAR "design" from paragraph 3Agreement: 4.13.3 General Conditions costs are excluded Propose removal of "mote: General from CMAR fee Conditions Costs shall be excluded from the CMAR's Fee calculation" 4 GC 1.01.21. CMAR Fee definition clarification Propose CMAR Fee definition to be: The moneys payable by the City to CMAR for Preconstruction and Construction Phase Services as defined in Article 2 of the Agreement for Construction Manager -at -risk Preconstruction and Construction Services Agreement. GC 1.01.24. Contract Price definition clarification Propose to change "CMAR" to "City" and "Contractor" to "CMAR" 6 GC 5.01 Revision to indemnity language Propose removal of any reference to "IN WHOLE OR" and "SOLE OR". Add to the end of 5.01, "but not the City's sole negligence." i 8 9 10 11 12 13 14 15 16 17 18 19 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Exhibit E e Conflict of Interest Questionnaire 003513-i CONFLICT OF INTEREST AFFIDAVIT Page I or I SECTION 00 3513 CONFLICT OF INTEREST AFFIDAVIT Each bidder, offeror or respondent (hereinafter referred to as "You") to a City of Fort Worth procurement may be required to complete a Conflict of Interest Questionnaire (the attached CIQ Form) and/or a Local Government Officer Conflicts Disclosure Statement (the attached CIS Form) pursuant to state law. You are urged to consult with counsel regarding the applicability of these forms to your company. The referenced forms may be downloaded from the links provided below. http://www.ethics.state.tx.usfforms/CIO.vdf http://www.ethics.state.tx.us/fonns/CIS.Vdf Q CIQ Form does not apply CIQ Form is on file with City Secretary [-I CIQ Form is being provided to the City Secretary 0 CIQ Form does not apply 0 CIS Form is on File with City Secretary Q CIS Form is being provided to the City Secretary BIDDER: McCarthy Building Companies, Inc. Company 12001 N. Central Expressway Suite 400 Address Dallas, TX 75243 City/State/Zip By: Z !W - X - AwC:�j 1t---,,I/� leasseCP t} Signature: " `" Title:T (Please Print) END OF SECTION CITY OF FORT WORTH [Ltsen ProjertNanre] STANDARD CONSTRUCTION SPECIFICATION D CumENTs [Insert Projeaftmberl Revised August 21, 2019 City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Exhibit F— Client Reference Form Project Name: Hemphill Connector Owner's Name: City of Fort Worth Owner Contact's Phone Number: 817-573-1114 Owner's Contact Name & Title: JoAnne Kamman, City Engineer, Public Works Department, City of Granbury — previously with City o Fort Worth Type of Contract (Design/Bid/Build, Design/Build, CM at Risk, etc.) CM at Risk Engineer/Arch itect/Construction Manager's Name: TranSystems Engineer/Architect/Construction Manager's Phone Number: 817-223-2627 Engineer/Architect/Construction Manager's Contact Name & Title: Mike Hobbs, Assistant Vice President - Senior Professional Original Contract Value / GMP of Project: $35,408,258 Cost Savings Identified: Approximately $4M - ongoing Final Contract Value of Project: $31M approximately Project Description: This $35 million project includes preconstruction and construction of the new roadway underneath the existing IH-30 freeway and four Union Pacific Railroad freight rail lines to provide additional connectivity through downtown Fort Worth. The project consists of a four -lane major arterial street comprised of four 12-foot lanes, median and wide sidewalks/bike lanes, railroad bridge, retaining walls, streetlights, traffic signals, drainage improvements, landscaping, and irrigation. Original Project Duration: 30 months Original Project Completion Dater 1/22/2020 Actual Pro ect Completion Date: 4/1/2020 Projected Completion Explanation for later project completion date or contract value overrun, if applicable: Project was delayed 8 months due to Oncor utility conflict as well as Union Pacific Railroad not providing required track gang and curfew for cutover of Shoofly A. McCarthy worked with the City of Fort Worth to accelerate the remaining schedule and is currently on track to out approximately four months off of the eight -month delay. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications ATS: Dave Hoag, 817-49$-0040 List Major Subcontractors; names, contact phone numbers Dean Electric: Chip Bean, 817-561-7400 C Green Scaping: Curtis Green, 817-577-9299 North Texas Contracting: Zach Fusilier, 817-430-9500 Oscar Oduno: Oscar Oduno, 972-717-3070 Q Roberts Trucking: Wes Burns, 214-534-6557 Texas Lone Star Trucking: Julie Tupper, 817-733-2080 Soil detention: Nick Jansson, 760-966-6090 The George D Alan Co: Dan Gaspar, 214-496-9999 Trac-Work: Alonso Gallegos, 817-834-4787 City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Exhibit F— Client Reference Form Project Name: Village Creek Peak Flow Storage Owner's Name: City of Fort Worth Owner Contact's Phone Number: 817-682-8816 Owner's Contact Name & Title: Ana J. Pena-Tijerina Type of Contract (Design/Bid/Build, Design/Build, CM at Risk, etc.) CM at Risk Engineer/Architect/Construction Manager's Name: CDM Smith/CP&Y En ineer/ArchitecttConstruction Manager's Phone Number: 817-914-2511 / 918-443-0166 Engineer/Architect/Construction Manager's Contact Name & Title: Amy Robinson, Project Manager / Mike Graves, Project. Manager Original Contract Value / GMP of Project: $29,00 0,000 1 $26,459,406 Cost Savings Identified: $3.6M approximately Final Contract Value of Project: $25,364,975 Project Description:. This CMAR project involved preconstruction services and the construction of two large, earthen storage basins, a 7,000-linear-foot 84-inch diameter pipeline, modifications to a junction structure and existing high rate clarifier facility (HRC) pump station, and five concrete flow control structures, at the city's largest wastewater plant, located in north Arlington, Texas - Village Creek Water Reclamation Facility (VCWRF). This new storage unit enables the city to divert wastewater flows during a peak flow event to the newly constructed Peak Flow Storage Basin, approximately 1.5 miles north of the plant. The wastewater remains stored at the Peak Flow Storage Basin until the peak flow event has subsided it can be conveyed back to the VCWRF plant for treatment. Throughout the preconstruction process, McCarthy developed numerous cost estimates at 30%, 60%, and 75% levels of design before delivering a 2- phased GMP that allowed construction to commence at 90% design. Original Project Duration: 3 years Original Project Completion Date: 8/29/2017 Actual Project Completion Date: 12/18/2017 Explanation for later project completion date or contract value overrun, if applicable: Additional scope was added at the end of the project which moved the final completion date out to December. Substantial completion was achieved July 21, 2017, which was approximately one month early. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications List Major Subcontractor's; names, contact phone numbers C Green Scalping. Curtis Green, 817-577-9299 FSG: Jerry Bevers, 214-357-5697 North Texas Contracting: Zach Fusilier, 817-430-9500 RPMx: Wade Blake, 469-446-3760 City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Exhibit F— Client Reference Form Project Name: SH 45 Southwest Owner's Name: Central Texas Regional Mobility Authority Owner Contact's Phone Number: 512-560-2179 Owner's Contact Name & Title: Lloyd L. Chance, Senior Project Manager Type of Contract (Design/Bid/Build, Design/Build, CM at Risk, etc.) Hard Bid Engineer/ArchitectlConstruction Manager's Name: Rodriguez Transportation Group Engineer/Arch itect/Construction Manager's Phone Number: 512-231-9544 Engineer/Architect/Construction Manager's Contact Name & Title: Robert Carrillo Original Contract Value I GMP of Project: $75,103,623 Cost Savings Identified: Final Contract Value of Project: $79,372,811 Project Description: This project is a four -lane toll road, approximately 3.6 miles long, located around very sensitive environmental areas including the Edwards Aquifer Recharge Zone. In this eco-friendly setting, McCarthy earned an environmental incentive for having no environmental violations on the project. The SH45 project sits adjacent to a residential neighborhood where the construction team coordinated with TxDOT and the local Home Owners Association (HOA) in advance to notify residence of major changes through their social media and rephased work, at no cost impact, during the different phases of work the team planned around school bus routes and built part of the roadway out of sequence to accommodate school buses. The project received a national paving award for quality and has been nominated for a partnering award due to the total team alignment from the owner, desi ners, contractors, and subcontractors. Original Project Duration: 545 Working Days Original Project Completion Date: Original 4/8/2019 — Contractual Substantial 9/3/19 Actual Project Completion Date: 7/13/2019 - Substantial Explanation for later project completion date or contract value overrun, if applicable: The project completed later than original due to the project being a working day project per TxDOT specifications and weather delays and owner directed change orders added to the calendar time on the project, but not the working days. The project finished almost two months ahead of schedule for Substantial completion. There was then added owner requested change order work that pushed final completion to completing 11 days before contractual final completion with no additional working days added to the contract. The overrun in value is due to an environmental incentive and owner added changes due to additional funds the owner had available for the project. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications List Major Subcontractors; names, contact phone numbers Austin Traffic Signal: Edward Schroeder, 512-255-9951 Environmental Safety Services, Inc.: Joey Lopez, Jr., 512-989-2259 Texas Highway Walls: Blake Cervenka, 512-329-8817 W.Q.B. Construction, Inc.: Caleb Chalmers, 817-284-7401 Austin Materials, LLC: Jon Wickes, 512-269-2196 City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Exhibit G r Bond Forms McCarthy will furnish the required performance and payment bonds when a guaranteed maximum price is established. McCarthy's Statement of Bonding Qualifications and Acknowledgement by Surety can be found on the following pages. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road j City Project No. 100459 Forms and Certifications Travelers 940 West Port Plaza Suite 450 Maryland Heights, MO 63146 (314)579-8316 February 12, 2020 Mr..1.T. Auldridge, PE, PMP Transportation and Public Works Departrnent 200 Texas Street Fort Worth, Texas 76102 RE: Statement of Bonding Qualifications (SOQ) for Harmon CMAR RFP - Preconstruction and Construction Phase Services for Harmon Road — US 287181 to Golden Triangle Blvd City Project No. 100459 To Whom It May Concern: McCarthy Building Companies, Inc.'s (McCarthy) bonds are written through a co -surety arrangement with Travelers Casualty and Surety Company and Federal Insurance Company. Travelers Casualty and Surety Company (NAIC #: 31194), a member of the Travelers Companies, has an A.M. Best Rating of A++ XV and has a Treasury Limit of $2,304,434,000. Federal Insurance Company (NAIC 4: 2028) is a member of the Chubb Group of Companies, which carries an A.M. Best Rating of A++ XV and a Treasury Limit of $1,821,777,000. Their surety relationship is forty two years with Federal and twenty years with Travelers. Travelers Casualty and Surety Company and Federal Insurance Company have participated on bonds for McCarthy Building Companies, Inc. in excess of $750,000,000 for a single project. Total work program support provided to McCarthy is in excess of $6 biIlion and McCarthy currently has well over $ lbillion available in unused bonded capacity. This more than supports the specified performance and payment bonds in the amount of 100% of the captioned project(s) at the time of award. Should the captioned project(s) be awarded to and accepted by McCarthy, it is our intent to provide the required Performance and Payment bonds on its behalf Our support is conditioned upon completion of the underwriting process, including satisfactory review of contract documents, bond forms, confirmation of financing and our ongoing review of the operational and financial capacity of McCarthy. We are pleased to share with you our favorable experience and high regard for McCarthy. This letter is not an assumption of liability and is issued only as a prequalification reference request from our client. It should be understood that any arrangement for bonds is strictly a matter between McCarthy Building Companies, Inc., Travelers Casualty and Surety Company and Federal Insurance Company. Tni velers Casualty and Surety Company and Federal Insurance Company are admitted surety companies in all fifty ;states. TRAVELERS CASUALTY AND SURETY COMPANY FEDERAL INSURANCE COMPANY BY:'; w1w --.. Susan A. Welsh, Attorney -in -Fact Agent Contact Wormation: Linh Eck, Director Aon Risk Solutions, Construction Services Group 200 East Randolph Street, Suite 1200 Chicago Illinois 60601 t +1-312.351.4565 j f +1.312.381.0276 linh.eck@� i'l.comi aon.com City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications ACKNOWLEDGEMENT BY SURETY STATE OF ILLINOIS COUNTY OF COOK On this 121 day of February, 2020 before me, Samantha Chierici, a Notary Public, within and for said County and State, personally appeared Susan A. Welsh to me personally known to be the Attorney -in -Fact of and for Travelers Casua& and Sure Com an and Federal Insurance Company acknowledged that she executed the said instrument as the free act and deed of said Company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, at my office in the aforesaid County, the day and year in this certificate first above written. Notary Public in the State of Illinois County of Cook OFFICIAL SirAL SAMANTHA CHIE RICI N1f�iARY PUBLIC, STATE OF ILLINOIS MY COMMISSION XPIRES 06/0612o21 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Travelers Casualty and Barely Company of America Travelers Casualty and Surety Company TRAVELERS St Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies'), and that the Companies do hereby make, constitute and appoint Susan A. Welsh of Chicago Illinois , their true and lawful Attorney -in -Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 3rd day of February, 2017. IT 4ip� �P `k ftsfisw ♦yp �d State of Connecticut BY: City of Hartford ss. Robert L. Raney, Se or Vice President On this the 3rd day of February, 2017, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 2021 C Mane C. Tetreault, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -In -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attomeys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-ln-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect. Dated this 6iV— day of C� �d "DSWa 9, Kevin Hughes, Assi Cant Secretary to verify the authenHclty of this Power oPAttort ey, please call ors at.1-00"2.1-3880, Please trefer to the above -named Attorney it)Fact and the details of the Bond to which the power is attached. City of Fort Worth Harmon Road J City Project No. 100459 Forms and Certifications Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Westchester Fire Insurance Company I ACE American Insurance Company Know All by These Presents, that FEDERAL INSURANCH COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, PACIFIC INDRMNrl Y COMPANY, a Wisconsin corporation, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMEMCAN INSURANCE COMPANY corporations of the Commonwealth of Pennsylvania, do each hereby constitute and appoint Samantha Chierici, Jessica B. Dempsey, Debra J. Doyle, Derek J. Elston, Kristin L Hannigan, Jennifer L. Jakaltis, Andrew Marks, James B. McTaggart, Judith A. Lucky-Eftimov, Sandra M. Nowak, Diane M. O'Leary, Nicholas Pantazis, Christina L. Sandoval, Bartlomlej Sieplerski, Christopher P. Troha, Aerie Walton, Susan A. Welsh and Sandra M. Winsted of Chicago, Illinois ------------ ------------ — each as their true and lawful Attorney -in -Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other wrltirtgs obligatory In the nature thereof (other than bail bonds) given or executed In the course of business, and any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereot said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC AVDEMNITY COMPANY, WESTCHESTER FIRS INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANYhave each executed and attestedthese presents and affixed their corporate seals on this 10 day ofjanuary, 2020. Cya�vvC%- eh.e,oneS �t.�-+iiv 9-L� Davin M. Chtorm Assistant 5ecr>etary oww;,ova) STATE OP NEW JERSEY County of Hunterdon Stephen hl. Haney, Vice President On this Ir day of january, 2020 before me, a Notary Public of New Jersey, personally came Dawn M. Chloros and Stephen M. Haney, to me known to be Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY, the cotnpanles which executed the foregoing Power of Attorney, and the said Dawn M. Chloros and Stephen M. Haney, being by me duly sworn, severally and each for herself and himself did depose and say that they are Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY and know the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies; and that their signatures as such officers were duly affixed and subscribed by like authority. Notarial Seal KATHRMNE J. ADELAAR tilai@ NOTAF(Y PUBLIC OF NEW JEMSEY f�#�" N9. 23"6155 ' Cal ML%&ton UYVI 3a July 16, 2024 0Ratuy pnbtic CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 2016, WESTCHESTERFIRE INSURANCE COMPANY on Decemberli, 2006; and ACE AMERICAN INSURANCE COMPANY on March 20, 2009. "RESOLVED, that the following authorizations relate to the execution, for and on behalfof the Company, of bonds, undertakings, recogtdzances, contracts and other written commitments of the Company entered Into in the ordinary course o€business (each a `Wtuen Conunirmenr): (1) Each of the Chairman, the President and the Vice presidents of the Company is hereby authorized to execute my Written Commitment for and anbehaliof the Company. under the seal of the Company or otherwise. (2) Each duly appointed anorney-in-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise, to the extent thatsudi action Is authorized by thegrant of powers provided for in such person'swritten appointment as such attorney -In -fact, (3) Each of the Chairman, the president and the Vice Presidents of the Company is hereby authorized, for and on behalfofthe Company, to appoint in writing any person the attorney - in -fact of the Company with full pourer and authority to execute, for and on behalf ofthe Company. under the seal of the Company or otherwise, such Written Commitments ofthe Company as may be specified in such written appointment, which specification maybe by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to delegate In writing to any other officer of the Company the authority to execute, for and on behalf of the Compatry, under the Companys seal or otherwise, such Written Commitments of the Company as are specified in such written delegation, whithgpeclIcarlon may be by general type or class of written Commitments or by specification ofnneormore particutarWrittenCommitments. (5) The signature of airy officer or other person executingwq Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, maybe affixed by facsimile on such Written Commttmentorwritten appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution sball not be deemed to be an exclusivestatement of the powers and authority of officers, employees and other persons to act for and on behaifof the Company, and such Resolution shall not limit or otherwise affect the exercise of anysuch power or authority otherwise valldlygrattted or vested." I, Dawn M. Chloros, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY (the "Companies") do hereby certify that 0) the foregoing Resolutions adopted by the Board ofDirecwrs of the Companies are true, correct and in full force and efi'ect, 01) the foregoing Power of Attorney is true, correct and in full force and effect f,.,_ Given under my hand and seals of sald Companies at Whitehouse Station, M. this 1 a� �a Ok. l i t \ 6)0� 6 Wvm M. Chloros, Asststan t SecreW IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF TEAS BOND OR NOTIFY US OF ANY OTHRR MATTER, RMSB CONrACr US AT, Tel hone(909)903.3493 Fax(908)803.3656 a -mall: surety@chubbrom McCarthy Building Companies, Inc. City of Fort Worth Harmon Road j City Project No. 100459 Forms and Certifications Exhibit H — Safety History Table 2017 2018 2019 A Total Number of Field Man -Hours 2,141,920 2,150,024 2,404,278 B Number of Recordable Incidents with no lost time accidents 2 2 1 C Number of Recordable Incidents with lost time accidents 1 1 0 D Total Recordable Incident Rate (TRIR) (13 +-C) x (200,000) I A .28 .28 .08 E Number of Fatalities 0 0 0 F� Published Experience Modification Rate (EMR) .59 .51 .47 Provide documentation to support the above Experience Modification Rate information. Either of the following methods are acceptable: ® Letter from insurance agent, insurance carrier, or appropriate government agency (on their letterhead) verifying the modification rate. Copies of the Experience Rating Calculation Sheets for each of the above years that your insurance carrier forwards to you annually. If the Total Recordable Incident Rate exceeds 2.0 for any of the past three years, provide OSHA 300 logs for each of the past three years. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Letter from Insurance provided to support the Experience Modification Rate information listed under Exhibit H - Safety History Table. c. Insurance May 7, 2019 RE: McCarthy Building Companies, Inc, NCCI Risk ID #910664166 To Whom It May Concern, Arch Insurance Company 311 South Wacker Drive Suite 3700 Chicago, IL60606 T: 312.601.8400 F: 312.601.8492 archinsurance.com McCarthy Building Companies, Inc. has the following history of credit Workers Compensation experience modifications (EMRs) that reflect their significantly better than average countrywide loss history and their exemplary countrywide safety and accident prevention programs that promote and emphasize occupational safety. Year NCCI 411/2019 .47 4/1/2018 .51 411/2017 .59 4/1 /2016 .60 411 /2015 .45 4/1/2014 .52 Aon Risk Solutions manages the casualty insurance needs for McCarthy Building Companies, Inc. If you have any questions or require additional information, please contact me at (312) 601-8473 or Sue Schwartz, Director, Aon Construction Services Group at (314) 719-5161. Sincerely, Sheryl Johnson Arch Insurance Group — Underwriting Assistant McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Exhibit I — Construction Budget and Fee Proposals Construction Budget The City's Construction Budget $22,000,000 (includes $500,000 Allowance to be included in GMP) CMAR Fee Proposal Pre -Construction Phase Services Fee (Paid from other Project funds): Minimum Fee (required) $25,000 Additional Fee (Proposers disrection, cannot be negative) $70,000 Total Pre -Construction Services Fee $95,000 Construction Phase Services Fee: Fee (expressed as a percentage of cost of work; will be incorporated into GMP) 6.� % Additional Shared Savings Proposed (if any) Negotiable, similar to Hemphill CMAR Agreement (refer to Attachment 2 Agreement Section 2.13 and 2.E) Note: Only the Total Pre -Construction Fee and Construction Services Fee percentage will be read publicly at the time the RFP is opened. Page 29 of 34 City of Fort Worth Harmon Road I City Protect No. 100459 Forms and Certifications McCarthy understands and acknowledges the information provided in Exhibit J - Evaluation Criteria. Exhibit J- Evaluation Criteria Evalu-itition Value 1. Cover Letter Pass/Fail 2. Forms and Certifications Pass/Fail 3. Proposer's Corporate Experience and Financial Stability: related CMAR and non-CMAR project delivery experience, including safety record, self -performance capabilities, financial qualifications, corporate history of litigation and the forms of dispute, and history of completing projects on time. The Firm can demonstrate Maximum 10 relevant and recognized project delivery experience through using various project points delivery techniques and best practices. The Firm explains the benefits of that experience in terms of value for the City's project and provides a current Company Financial Statement. 4. Pricing of CMAR services (Pre -Construction Services Fees) Maximum 5 points 5. CMAR Qualifications and Experience of Key Personnel (RELEVANT Non- CMAR experience acceptable): Demonstrated results and success with of projects of similar size and scope (CMAR and Non-CMAR Experience): Proposer's relevant experience in project delivery including: value engineering, constructability reviews, value analysis and best practices in construction delivery methods (design/bid/build, construction management at risk and design -build) and associated Pre -Construction Services. The team's value proposition is clearly communicated through experience, results and assigned roles and responsibilities. Maximum 20 points CMAR and non-CMAR experience is recognized when the team can demonstrate experience in various delivery techniques and, explain the benefits of that experience in terms of value for the City's project. Include Client References for Similar Work Performed and Proposed Project Team's Capacity, experience and workload G. Project Approach Construction Approach: Team's approach to quality assurance/quality control Maximum 15 points during construction, approach to dealing with Project change orders/Field Orders from sub -contractors, dealing with delivery impacts (i.e. adverse weather, operational issues, etc.), working with stakeholder and customer communities, and achieving project close-out to meet or exceed construction timeline. Pre -Construction Services: Team's approach to performing pre -construction phase Maximum 10 services, integration with the Owner's design firm, controlling schedule and budget points to meet GMP and meet or exceed delivery timeline. Page 30 of 34 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications Evaluation Criteria QAIQC and Safety Plan: Demonstrated development and implementation of We-ighted Maximum 5 Quality Assurance/Quality Control and Safety Plans to achieve successful projects. points Cost and Schedule Control: Managed and controlled costs and schedules with a Maximum 25 change management process. Addressed Owner -initiated requests points i. Compliance with the Business Diversity Enterprise Ordinance: Acknowledge and commit to meeting the overall diverse MBE goal and present its preliminary Maximum 5 MBE Utilization Plan points 8. Special Considerations: Proposers completed roadway projects with the City of Maximum 5 Fort Worth in the past 5 years. points Proposer's responsiveness to Request for Proposal Yes/No Page 31 of 34 City of Fort Worth Marmon Road ! City Project No. 100459 Forms and Certifications Exhibit K - Prevailing Wage Rates Per Addendum 1 released on February 24, 2020, Exhibit K is not required to be submitted with the proposal. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Forms and Certifications PROPOSER'S CORPORATE EXPERIENCE AND FINANCIAL STABILITY NECA. RTHY 3. PROPOSER'S CORPORATE EXPERIENCE AND FINANCIAL STABILITY The Proposer shall provide information in tabular format, for roadway construction projects of similar size, and scope, including project durations for projects completed or currently in progress for all owners within the past ten years. 143, 0 4 +p a City of Fort Worth Hemphill Connector July 2017 - April 2020, $35 million : City of Fort Worth Village Creels Peak Flow Storage _ July 2014 - December 2017, $26 million = ... : .. .. _ 'texas A&M Wellborn Road Underpass � :... � � ' � November 2011 -August 2013, $25 million = - Tarrant Regional Water District Richland Chambers Wetlands January 2011 - October 2013, $42.9 million ....... ........................................................................................................................... UTSW Overhead Connector Bridge August 2013 - February 2015, $18 million : .......................... ..............................-.................... . D1FW Airport - 24th avenue Reconstruction March 2018 - March 2019, $1.6 million : _ Houston METRORail Harrisburg Overpass : April 2015 - November 2016, $30 million A minimum of five projects shall be presented that best represent the Proposer's relevant, demonstrated experience and services requested tot the Project. The total number of projects shall not ex-eed ten. City of Fort Worth Hemphill Connector Fort Worth, TX This $35 million , ` -' - - includes preconstruction and construction of the new roadway underneath the existing IH-30 freeway and four UPRR freight rail lines to provide additional connectivity through downtown Fort Worth. The project included utlides, paving, beautification, among other features and McCarthy kept consistent communication and coordination with 3rd parties such as TXDOT, UPRR, the adjacent developer, and property owners throughout construction. Texas A&III Wellborn Road Underpass College Station, TX This $25 million project consisted of two 24ane vehicular roadways and two 30 foot wide pedestrian pathways, which transverse under the existing Wellborn Road and Union Pacific Railroad at the Old Main Drive Intersection. The grade separation consisted of new 70- to 80=foot structures to carry Wellborn Road and the Union Pacific railroad tracks over the roadways and walkways. This project features a h�gnrY visible roundabout at the entrance to Texas A&M's campus. McCarthy implemented extensive traffic control throughout this project, keeping both vehicular and pedestrian traffic moving safely. City of Fort Worth Harmon Road I City Project No. 100459 1 City of Fort Worth L-- Village Creek Peak Flow Storage � Fort Worth, TX �.i This $26 million CMAR projectinvolved preconstruction services and the construction of two large, earthen storage basins, a 7,000-linearfoot 84 inch diameter pipeline, modifications to a •< -- junction structure and existing high rate clarifier facility (HRC) pump station, and five concrete flow control structures, at the .•r '� - `' `�, City's largest wastewater plant, located in north Arlington, Texas - Village Creek Water Reclamation Facility (VCWRF). This new ` storage unit enables the city to divert wastewater flows during a peak flow event to the newly constructed Peak Flow Storage Basin, approximately 1.5 miles north of the plant. The wastewater remains stored at the Peak Flow Storage Basin until the peak flow event has subsided it can be conveyed back to the VCWRF plant for treatment. Throughout the preconstruction process, McCarthy developed numerous cost estimates at 30%, 60%, and 75% levels of design before delivering a 2-phased GMP that allowed construction to commence at 90% design. McCarthy's early utilities planning, coordination, and communication helped this project run smoothly. Sb 45 Southwest Buda, Tx This $80 million project is a four lane toll road approximately 3.6 miles long and located around very sensitive environmental areas including the Edwards Aquifer Recharge Zone. The project was adjacent to a residential neighborhood, where the construction team coordinated with the local Home Owners Association (HOA) in advance to notify residents of major changes through their social media. During the different phases of work, the team planned around school bus routes and built part of the roadway out of sequence to accommodate school buses. Tarrant Regional Water District Richland Chambers Wetlands Sireetman, TX This was a $42.9 million CMAR project including a 1,300-acre expansion to wetlands area with three sedimentation basins, 13 additional wetland cells, bypass channel, conveyance canals, raw water pipeline, upgrades to lift station, mechanical/ electrical upgrades to a pump station, and mass utilities. This collaborative GMP included extensive risk mitigation of weather -related incidents and involved mutual shared savings on these measures. UTSW Overhead Connector Bridge Dallas, TX This was an $18 million CMAR project and was extension of the existing overhead connector system for UT Southwestern transit vehicles and pedestrians. The project includes approximately 2,000 linear feet of overhead connector consisting of two twelve -foot lanes and a ten -foot sidewalk with a covered pedestrian walkway, as well as a bridge connection of the new overhead connector to the existing overhead connector. McCarthy worked with Klmley-born on this project and the hospital was open throughout construction, so owner coordination and communication were key for the traffic control success during the mass utility installation. 2 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No_ 100459 Experience in CMAR Preconstructiion Self -Perform Capabilities McCarthy brings extensive national Construction Manager at Riskproject experience and records an average of over $1 Billion per year in construction volume delivered through this type of contract. In Texas alone, we deliver, on average, over $200 million in CMAR and design -build contracts annually. Because of this, our Texas offices have significant experience with this delivery method and have proven preconstruction processes in place to deliver exceptional Construction Manager at Risk services with GMP contracts. We thoroughly understand the Texas State Code related to this process, the subcontracting requirements, and GMP delivery. Additionally, McCarthy is currently in the final phases of delivering the Hemphill Street project for the City of Fort Worth, one of the first horizontal CMAR projects for the City. We have built a team for preconstruction dedicated wholly to civil projects. Preconstruction Approach for Harmon Road McCarthy's preconstruction team is equipped to work hand in hand with Kimley-Morn to assist in the completion of the Harmon Road plans. Experienced construction professionals will perform constructability reviews, beginning with the existing 90% plans, and prepare cost estimates at key milestones throughout the Harmon Road project. McCarthy utilizes continuous cost modeling to foresee and manage anticipated project costs, which will lead to cost certainty for the City of Fort Worth. Our project team will work diligently to identify and mitigate risks at an early stage. They will verify the project's construction budget and suggest design modifications to meet that budget, or enhancements to the project if applicable as we establish a Guaranteed Maximum Price. McCarthy's estimating and operations staff will work together to develop and update project schedules as the documents are completed, and look for opportunities to enhance the schedule along the way. McCarthy has a long history as a successful self -performing general contractor and we take a great deal of pride in our self - perform capabilities. For the Harmon Road project, McCarthy will balance the benefits of self -perform with the needs of the city. Where it makes sense to, we will competitively bid key elements of the work to our subcontractors according to State law. We typically subcontract underground utlities, electrical, landscaping, pavement markings, erosion control, trucking, and other miscellaneous scopes of work. However, should a subcontractor default during the course of construction, McCarthy's self -perform capabilities allow us step in and complete the work, without resulting in a negative schedule impact. With a Texas labor force of over 500 hourly tradesmen and over $30 million in heavy equipment assets in Texas alone, McCarthy has the capability to self -perform several aspects of the project, including demolition, earthwork, storm drainage, and some concrete paving. Self -performing key work packages allows us to maintain greater control over the entire construction process including schedule, safety, risk management, cost, and quality control, all of which yields a smoother, more efficient project for the City of Fort Worth and its residents and businesses. McCarthy's Self -Perform Capabilities Drive Best Value Self -performing these trades allows our team to control the schedule and work flow on critical pieces of the project, while ensuring the highest quality. fflAl LOL_00 ©�� ©©© r , � I + Concrete Demolition Earthwork Storm Roundabouts Paving Drainage City of Fort Worth Harmon Road I City Project No. 100459 3 PRICING OF CMAR SERVICES WCART; 4. PRICING OF CMAR SERVICES Exhibit I — Construction Budget and Fee Proposals Construction Budget The City's Construction Budget $22,000,000 (includes $500,000 Allowance to be included in GMP) CMAR Fee Proposal Pre -Construction Phase Services Fee (Paid from other Project funds): Minimum Fee (required) $25,000 Additional Fee (Proposers disrection, cannot be negative) $705000 Total Pre -Construction Services Fee $95,000 Construction Phase Services Fee: Fee (expressed as a percentage of cost of work; will be incorporated into GMP) 6.5 Additional Shared Savings Proposed (if any) Negotiable, similar to Hemphill CMAR A reement (refer to Attachment 2 Agreement Section 2.1) and 2.E) Note: Only the Total Pre -Construction Fee and Construction Services Fee percentage will be read publicly at the time the RFP is opened. Pagc 29 of 34 City of Fort Worth Harmon Road I City Project No. 100459 4 5 CMAR QUALIFICATIONS AND EXPERIENCE OF KEY PERSONNEL MCA RTHY. 5, CMAR QUALIFICAMONS AND EXPERIENCE OF KEY PERSONNEL Overall qualifications of the Proposeres Key Personnel to perform the required Preconstruction Phase Services and Construction Phase Services shall be provider!. Additional information to be provided on Key Personnel should include roles and major responsibilities and their experience with CMAR or non-CMAR project delivery including value engineering, constructability reviews (Preconstruction Phase and Construction Phase Services) and other general preconstruction services, general construction, or construction management experience. DAVID WALLACE 17 years of construction experience Worked on two previous City of Fort Worth -projects Main point of contact for City of Fort Worth David will lead this project from the very beginning to the very end as the project director and will be the main point of contact for the City of Fort Worth and Kimsey Horn. He will provide leadership to the construction team, attend monthly owner meetings with Fort Worth, and be ultimately accountable to the City for McCarthy's performance on the project. During preconstruction, David will provide oversight to the overall efforts of the preconstruction team. He will utilize his Fort Worth CMAR experience to ensure the preconstruction team stays on schedule, delivers timely and accurate estimates, engages the subcontracting community, and is responsive to Fort Worth throughout the preconstruction phase. RILEY SEAHORN T >) Significant CMAR experience with Hemphill project 100% committed to this Harmon Road project Day-to-day onsite leader Will manage activities of construction team Riley will be active in the preconstruction process and will lead site logistics, construction planning, and constructability review efforts. She will develop bid packages, front end documents and ensure no scope gaps are present, and then facilitate the competitive bidding of the various elements of the work. Her involvement in preconstruction will facilitate a smooth transition to the construction phase. During construction, Riley will assist in negotiation and buy-out of subcontracts and purchase orders, finalizing the master construction schedule and coordinating subcontractor activities and manpower requirements. She will also have responsibility for final review and approval of schedule of values, monthly pay requests, change proposal requests, and overall accounting of the project. 23 years of experience Extensive road and bridge preconstruction services Jeromy Shaw will provide oversight for McCarthy's preconstruction services. He brings extensive road and bridge preconstruction experience to this assignment. Currently, Jeromy is leading the civil preconstruction department and will be providing leadership throughout the preconstruction process. He will also be responsible for staffing the preconstruction phase of this project, ensuring that the best talent is present for this job. Jeromy's previous civil CMAR experience is extensive, and in addition to his work on the City of Fort Worth Hemphill and Village Creek projects, his experience includes projects such as the UTSW Connector and the San Jacinto River Authority Water Surface Facility. He also oversaw the civil components of the apron paving and utilities at the Southwest Airlines Hobby Hangar. Jeromy has also been involved in progressive design build projects, which are similar in process to CMAR. Some examples of these are the Northeast Water Purification Plant (NEWPP) Early Works Package 2, NEWPP Intake Pump Station, and NEWPP Central Plant. t i COLLEEN MARTINDALE - I 1.3 years of heavy civil estimating experience Will develop the initial budget and cost model Will lead development of the GMP of the project Colleen Martindale will be committed 100% to the project during preconstruction and will oversee the development of all project cost estimates and other preconstruction deliverables. She will develop our initial budget and cost model and lead the development of the GMP for the project. Additionally, Colleen will lead the day-to-day estimating activities during the preconstruction phase. Colleen has 13 years of heavy civil estimating experience across the state of Texas including roads, bridges, site work, solar and railroads. She will be involved in take- off, pricing, value analysis, constructability reviews, and subcontractor engagement throughout the preconstruction phase. Her relationships with the civil subcontractor community will add value to the City. City of Fort Worth Harmon Road j City Project No. 100459 5 Alex Velez will be committed 50% during preconstruction and 100% during construction and will serve as the CMAR Superintendent, having oversight of all construction activities. In this role, he will coordinate schedule, and inspect the work of the various subcontractors and any self - perform labor. His emphasis is managing the construction work and coordinating with the City inspector and 3rd party testing firms. Alex will be responsible for implementing the Safety Program, and will conduct on -site safety meetings, task hazard analysis, toolbox safety meetings, and all onsite safety training. Alex was involved in both City of Fort North CMAR projects with David and Riley. He helped with project completion and closeout at the Village Creek WWTP Peak Flow Project, and was involved with startup and construction of the Hemphill Street Project, before running work on various transportation jobs for DFW airport and BNSF Railroad. His experiences include excavation, grading, utilities, structures, and concrete. VIJAY DURVA LILA � ,:.f"IIfJt F,Sllrl�:i�� Vijay will be committed 100% to the project during preconstruction and will assist Colleen in the day-to- day estimating activities. He has over seven years of experience in construction and will be involved in take- off, pricing, value analysis, constructability reviews, and subcontractor engagement throughout the preconstruction phase. `KAMrClA MASON �+ +I11]101 iA;41t 1 dd - I Kamecia will lead the MBE outreach and compliance efforts for this project. Working in concert with Colleen during preconstruction she will develop and execute a comprehensive subcontracting and community engagement plan. Throughout the preconstruction phase all good faith effort measures will be tracked and available for review. During the construction phase, Kamecia will provide oversight of the teams compliance effort and will serve as the key point of contact for the City's Office of Business Diversity. [CAI,VRE�N1<J11fIlGkiAl1 Ii As the quality director, Andrew will provide our team with guidance and direction when it.comes to quality. During preconstruction, he will work with our project team to develop and implement the Site Specific Quality Plan for the project. He will maintain overall responsibility for implementing McCarthy's "Quality without Question" initiative and will facilitate formal partnering sessions throughout the project to meet or exceed expectations. EAN SLAKEMORE Sean Blakemore will serve as the safety manager for this project and is an OSHA certified trainer. He spends a considerable amount of time on each of his jobsites to ensure McCarthy's safety program is fully implemented and adhered to by both our own employees as well as our subcontractors. During preconstruction, Sean will be involved with the construction planning activities to assist the field staff in configuring the jobsite with the safest methods possible. During construction, Sean will visit the site on a regular basis to ensure the safety of the entire staff on the job. 6 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Include a statement that proposed Key Personnel will be dedicated and available for the performance of the Project. Also, state the amount of time on a percentage basis each Key Personnel will spend during the Preconstruction Phase and Construction Phase Services. Proposer shall indicate where Key Personnel have worked together on prior projects. The team that McCarthy has proposed consists of individuals who are ready and committed to move forward with this project from now until its completion. The projected time commitments for each of the key personnel are shown to the right. Dave Wallace Project Director - ...................... Jeromy Shaw VP Preconstruction Dave Wallace 50% Jeromy Shaw 10% Colleen Martindale 100% Riley Seahorn 50% Alex Velez 20% Kamecia Mason 25% Andrew Cunningham 10% Vijay Durvasula 75% fl Protect Quality I»nginner 33% Dave Wallace 25% Riley Seahorn 100% Alex Velez 100% Kamecia Mason 25% Andrew Cunningham 10°% Sean Sfakernore 20% Project Quality Engineer 100% R?� i Qy i A� O ,e kft Q y ✓ V ...................................................... Colleen Martindale � = Preconstruction Director ............................ ........ ...... - ... 'Riley Sea.© Project Manager - ........................................... ...................... _ Alex Velez Project Superintendent Andrew Cunningham V/ V -V/ V/ ✓ V Quality Director ............................ .... ........ .......... .......... -- ...... ....... Sean l3ialrernore Safety Manager City of Fort Worth Harmon Road I City Project No. 100459 7 Z-1m LLP �j z LLP LU --t —A Lo w- - i= LT- C CL LLJ 0 > b LLJ a- LLJ E: 2 r AD 7 A- U b® ul o Ck 2 CC C-1 2. W m C)Lij W- 0% LLI LLr -Acx ILI in LU n W z LLJ - LLJ LLJ %$ LLJ Ir CL The Proposer will proWde a client reference for three of the projects listed rising Exhibit F Exhibit F— Client Reference Form Project Name: Hemphill Connector Owner's Name: City of Fort Worth Owner Contact's Phone Number: 817-573-1114 Owner's Contact Name & Title: JoAnne Kamman, City Engineer, Public Works Department, City of Granbury — previously with City o Fort Worth Type of Contract (Design/Bid/Build, Design/Build, CM at Risk, etc. CM at Risk En ineerlArchitectlConstruction Mana er's Name. TranSystems Engineer/Architect/Construction Manager's Phone Number: 817-223-2627 Engineer/Architect/Construction Manager's Contact Name & Title: Mike Hobbs, Assistant Vice President - Senior Professional Original Contract Value I GMP of Project: $35,408,258 Cost Savings Identified: Approximately $4M - ongoing Final Contract Value of Project: $31 M approximately Project Description: This $35 million project includes preconstruction and construction of the new roadway underneath the existing 1H-30 freeway and four Union Pacific Railroad freight rail lines to provide additional connectivity through downtown Fort Worth. The project consists of a four -lane major arterial street comprised of four 12-foot lanes, median and wide sidewalks/bike lanes, railroad bridge, retaining walls, streetlights, traffic signals, drainage improvements, landscaping, and irrigation. Original Project Duration: 30 months Original Project Completion Date: 1/22/2020 Actual Project Completion Date: 4/1/2020 Projected Completion Explanation for later project completion date or contract value overrun, if applicable: Project was delayed 8 months duo to Oncor utility conflict as well as Union Pacific Railroad not providing required track gang and curfew for cutover of Shoofly A. McCarthy worked with the City of Fort Worth to accelerate the remaining schedule and is currently on track to cut approximately four months off of the eight -month delay. City of Fort Worth Harmon Road J City Project No. 100459 9 List Ma'or Subcontractors• names, contact phone numbers ATS: Dave Hoag, 817-498-0040 Sean Electric: Chip Bean, 817-561-7400 C Green Scaping: Curtis Green, 817-577-9299 North Texas Contracting: Zach Fusilier, 817-430-9500 Oscar Oduno: Oscar Oduno, 972-717-3070 Q Roberts Trucking: Wes Burns, 214-534-6557 Texas Lone Star Trucking: Julie Tupper, 817-733-2080 Soil Retention: Nick Jansson, 760-966-6090 The George D Alan Co: Dan Gaspar, 214-496-9999 Trae-Work; Alonso Gallegos, 817-834-4787 10 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Exhibit F -- Client Reference Form Project Name: Village Creek Peak Flow Storage Owner's Name: City of Fort Worth Owner Contact's Phone Number: 817-682-8816 Owner's Contact Name & Title: Ana J. Perim-Tijerina Type of Contract (Design/Bid/Build, Design/Build, CM at Risk, etc. CM at Risk Engineer/Architect/Construction Manager's Name: CDM Smith/CP&Y Engineer/Architect/Construction Manager's Phone Number: 817-914-2511 1918-443-0166 EngineerlArchitectlConstruction Manager's Contact Name & Title: Amy Robinson, Project Manager/ Mike Graves, Project. Manager... Original Contract Value 1 GMP of Project: $23,000,0001$26,459,406 Cost Savin s Identified: $3.6M approximately Final Contract Value of Project: $25,364,975 Project Description: This CMAR project involved preconstruction services and the construction of two large, earthen storage basins, a 7,000-linear-foot 84-inch diameter pipeline, modifications to a junction structure and existing high rate clarifier facility (HRC) pump station, and five concrete flow control structures, at the city's largest wastewater plant, located in north Arlington, Texas - Village Creek Water Reclamation Facility (VCWRF). This new storage unit enables the city to divert wastewater flows during a peak flow event to the newly constructed Peak Flow Storage Basin, approximately 1.5 miles north of the plant. The wastewater remains stored at the Peak Flow Storage Basin until the peak flow event has subsided it can be conveyed back to the VCWRF plant for treatment. Throughout the preconstruction process, McCarthy developed numerous cost estimates at 30%, 60%, and 75% levels of design before delivering a 2- phased GMP that allowed construction to commence at 90% design. Original Project Duration: 3 years Original Project Completion Date: 8/2912017 Actual Project Com letion Date: 12/18/2017 Explanation for later project completion date or contract value overrun, if applicable: Additional scope was added at the end of the project which moved the final completion date out to December. Substantial completion was achieved July 21, 2017, which was approximately one month early, City of Fort Worth Marmon Road I City Project No. 100459 11 List Major Subcontractor's; names contact phone numbers C Green Scaping: Curtis Green, 817-577-9299 FSG: Jerry Bevers, 214-357-5697 North "texas Contracting: Zach Fusilier, 817-430-9500 RPMx: Wade Blake, 469-446-3760 12 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Fxhahit F — Client Reference Form Project Name: SH 45 Southwest Owner's Name: Central Texas Regional Mobility Authority Owner Contact's Phone Number: 512-560-2179 Owner's Contact blame & Title: Lloyd L. Chance, Senior Project Manager Type of Contract (Design/Bid/Build, Design/Build, CM at Risk, etc.) Hard Bid Engineer/Architect/Construction Manager's Name: Rodriguez Transportation Group Engineer/Architect/Construction Manager's Phone Number: 512-231-9544 Engineer/Architect/Construction Manager's Contact dame & Title: Robert Carrillo Original Contract Value I GMP of Project: $75,103,623 Cost Savings Identified: Final Contract Value of Project: $79,372,811 Project Description: This project is a four -lane toll road, approximately 3.6 miles long, located around very sensitive environmental areas including the Edwards Aquifer Recharge Zone. In this eco-friendly setting, McCarthy earned an environmental incentive for having no environmental violations on the project. The SH45 project sits adjacent to a residential neighborhood where the construction team coordinated with TXDOT and the local Home Owners Association (HOA) in advance to notify residence of major changes through their social media and rephased work, at no cost impact, during the different phases of work the team planned around school bus routes and built part of the roadway out of sequence to accommodate school buses. The project received a national paving award for quality and has been nominated for a partnering award due to the total team alignment from the owner, designers, contractors, and subcontractors. Original Project Duration: 545 Working Days Original Project Completion Date: Original 4/8/2019 — Contractual Substantial 913119 Actual Project Completion Date: 7/13/2019 - Substantial Explanation for later project completion date or contract value overrun, if applicable: The project completed later than original due to the project being a working day project per TxDOT specifications and weather delays and owner directed change orders added to the calendar time on the project, but not the working days. The project finished almost two months ahead of schedule for Substantial completion. There was then added owner requested change order work that pushed final completion to completing 11 days before contractual final completion with no additional working days added to the contract. The overrun in value is due to an environmental incentive and owner added changes due to additional funds the owner had available for the project. City of Fort Worth Harmon Road f City Project No. 100459 13 Austin Traffic Signal: Edward Schroeder, 512-255-9951 Environmental Safety Services, Inc.. Joey Lopez, Jr., 512-989-2259 Texas Highway Walls: Blake Cervenka, 51.2-329-8817 W.O.E. Construction, Inc.: Caleb Chalmers, 817-284-7401 Austin Materials, L.L.C: Jon Wickes, 512-269-2195 14 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road 1 City Project No.100459 PROJECT APPROACH { MCM T H Y f . PROJECT APPROACH PRECONSTRUCTICN APPROACH McCarthy, as the Construction Manager at Risk, serves as an advocate for the City throughout the life of the project. McCarthy takes a collaborative approach and strives to not only deliver a successful project, but an enjoyable experience for all of our partners. During preconstruction meetings, McCarthy will take the lead to eliminate barriers, develop mutually beneficial relationships, and establish and monitor project objectives. Communication is Key McCarthy will communicate effectively to facilitate action items and deadlines. Project Manager Riley Seahorn will direct McCarthy's overall project team, with oversight from Project Director David Wallace. During preconstruction, David Wallace and Colleen Martindale, our Preconstruction Director, will attend all preconstruction meetings, while estimators, schedulers, and other field personnel will attend meetings applying to their disciplines. Our goal is to -understand every inch of the project so we can advise the City on constructability, schedule, and cost, enabling you to make informed and timely decisions. Optimizing the Project Schedule McCarthy will create realistic preconstruction and construction schedules that meet project objectives. In collaboration with all of the team members, McCarthy will develop a design and construction phasing strategy. As necessary, we can propose early, phased GMP solutions that allow for the construction schedule to be optimized. Based on the project needs, required approvals, design status, and financing, McCarthy will continue to offer recommendations to the City of Fort Worth to evaluate and approve. During the development of the project schedules, McCarthy follows an extensive planning process to ensure the quantity of work is accurately represented by the activity, the duration to complete the work is reasonable, the resources (materials, equipment, and manpower) necessary to complete the work within the time frame will be available, and that the work progresses in a logical flow. The schedule also includes submittal and procurement activities for all critical or long lead items that could ultimately impact the completion date. Prior to commencing construction, all subcontractor submittal and work activities will be agreed upon and included in the master schedule. To expand on earlier schedules, McCarthy then prepares a detailed master schedule as design documents are completed. The goal is to inform all team members of decision points that facilitate the design and construction process, resulting in an on lime delivery. Value Engineering Value engineering is a critical component of our design phase services. A systematic approach to maximizing the effect, of every project dollar spent, McCarthy's value engineering process evaluates alternative materials and equipment to maintain a specific level of performance while reducing costs. Our preconstruction team will review all plans and specifications during the preconstruction phase and will recommend alternate design solutions that may improve the cost and quality of the final product. City of Fort Worth Harmon Road j City Project No. 100459 15 The McCarthy method for tracking and controlling the value engineering process is through our Value Engineering Log. This document ensures that the approved items are successfully incorporated into the drawings and accounted for in the budget. Immediately upon receiving the Notice to Proceed, McCarthy will implement a value engineering session with the City and Kimley-Horn. This session will involve both our estimating and construction team members and, at a minimum, the agenda will include: Identification of needs and definition of function Brainstorming to create solutions Review of contract documents and budget estimates to identify items that are not within the guidelines of the specifications ® Development of the costs for proposed alternative solutions ® Evaluation and prioritization of the various solutions based on project criteria, feasibility of implementation, and cost a Selection of the optimum solution and implementation of that solution Constructability Reviews McCarthy will combine our value engineering process with a constructability review, beginning with the 90% design plans that have been completed to date. As recommendations from these reviews are implemented, McCarthy will continue to offer solutions and model costs to keep the project within budget and provide value to the City. These reviews are critical components of the preconstruction process. McCarthy's preconstruction team takes a disciplined, proactive approach to this review. The project team will lead these reviews and assess: • Construction efficiency and schedule impacts • Cost effectiveness a Construction logistics and phasing, including traffic control • Design ambiguities that require further detailing • Possible inconsistencies between design and the specifications • Scope growth that may affect the cost Throughout the review process, McCarthy provides extensive construction expertise to ensure dear, concise, and constructable documents. McCarthy's thorough constructability review allows for the early discovery of issues and reduces the need for change orders during the construction phase. Deliverables resulting from constructability reviews will include a red line set of documents at each stage of the review and an ongoing review log documenting the page and location, as well as a brief description of the issue or item to be resolved. As appropriate, recommendations and solutions will be documented as well. This log will serve as a checklist to ensure that identified issues are addressed in the next phase of document development. Construction Planning During the construction planning process in preconstruction, emphasis will be placed on the review and development of plans, policies, and procedures for safety, constructability reviews, construction submittals, ROW Real Estate coordination, site investigations, environmental issues, scheduling, financial planning and cost management, and contracting plans including MBE participation. McCarthy will explore all opportunities to adjust phasing and traffic control on Harmon Road to minimize disruptions for local businesses and residents. Traffic control phasing can have a major impact upon the schedule, and we will look to sequence roundabout construction, lane closures, and detours in a way to safely expedite the work. At the start of the preconstruction phase, our first order of business will be to develop an agenda of required internal and external coordination meetings along with an agreed upon frequency to discuss each of these topics. During preconstruction, we will support the City in the development of any outstanding third -party agreements that are in progress or yet to be started. Any issues relevant to these matters will be reviewed, discussed, and resolved during our external coordination meetings with the City. Preparing Cost (Estimates Upon notice to proceed, McCarthy's entire preconstruction team will participate in kickoff meetings with the design team. During this initial interaction and interface, McCarthy will engage with Kimley-Horn as they describe and review their 90% design drawings, considerations, known constraints as well as other pertinent information. From this meeting, our team will develop an initial cost model with elements and definition, schedule and logistic parameters, and the cost trend log, which the project team will use as one of the change management control tools throughout the project. This initial cost model is critical as it sets the baseline for budget control of the project moving forward. As the design progresses, McCarthy anticipates monthly meetings at The City of Fort Worth's offices with all team members, as well as more frequent meetings with the individual design teams as appropriate. McCarthy also draws from an internal "lessons learned" database (comprised of owner changes, design errors, omissions, and coordination issues from comparable past projects) to help add further definition to the Harmon Road cost model. McCarthy provides cost modeling summaries on both major and sub - elements of the design. The entire cost model is broken down 16 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road ] City Project No. 100459 into a line item estimate with quantities and unit pricing within the different sub -elements. This provides a clear summary for all team members to review and understand the scope and values identified. it also allows our preconstruction team members to discuss, at a much deeper level of dialogue, the design elements and cost relationships so that the construction and design teams can work together on reducing costs and bringing the next set of ideas forward for evaluation and presentation to the City. With these processes in place, the city is empowered to make timely decisions to maintain the design deliverables schedule. As conceptual information is converted to details, each system cost is compared to the corresponding item in the previous estimate and reconciled. As a result, our team readily identifies changes in the project scope and any effect on the anticipated construction cost. This allows the team to continue work on cost efficiencies and budget compliance as design efforts progress. Procurement, Subcontracting, and GIMP Development McCarthy is a community -based builder We pride ourselves on our relationships with local contractors. As the first step in our partnership with local companies, we help prepare documents and procedures to inform all bidding subcontractors and suppliers of basic project requirements. Early in the project, McCarthy will identify subcontractors and suppliers for all needed trades. These potential subcontractors are then prequalif+ed to ensure their performance capabilities. During the design phase, key subcontractors and vendors are involved in the preconstruction process. When it is time to deliver the GMP, McCarthy will solicit competitive bids for all work categories, advertising in various trade publications and plan rooms, distributing documents, and conducting pre -bid conferences to maximize participation, just like we did on the Hemphill project. McCarthy strives to provide the very best local subcontractors, so we lookfortrade contractors possessing both the talentand combination of resources, experience, financial strength, and commitment to job performance to guarantee a smooth successful project that meets the goals and expectations of the City. According to Texas State Construction Manager at Risk code, McCarthy will divide the project into multiple bid packages and solicit subcontractors to receive at least three competitive bids for each bid package. Where feasible to do so, AI&Gary wN take cane to cue bmf ages hft srna W skes In ordw to gema% mare siocorwactor rrraxir&e cwWefift arrd XmTxft hwrreased partic0awnbyllfimm During the bidding period, as McCarthy solicits competitive bids from subcontractors, we will determine whether to solicit lump sum bids or GMP proposals from these subcontractors. Because GMP proposals are likely to be based upon incomplete documents, we will reconcile the GMP as the documents are completed and convert the GMP to a lump sum for each subcontractor. Criteria for determining the Kest value for this project Ali be established by McCarthy with input from the entire project team. Pre -bid conferences All be scheduled and conductedto communicate the details of the project to the subcontracting community. During these conferences, McCarthy will discuss drawings, schedule, and the City and Kimley-HonYs expectations prior to the receipt of bids. The project team will be present to answer questions, review subcontract procedures, and discuss any special contracting requirements. McCarthy will receive all proposals jointly with the City of Fort Worth and Kimley-Horn. Each proposal will be recorded and evaluated. McCarthy will then interview the apparent low bidders in each trade category to determine validity and completeness of proposals, then prepare a list of recommended subcontractors for review and approval to the City. This procedure allows McCarthy to obtain the best prices, but also the most qualified subcontractors for the project. City of Fort Worth Harmon Road 1 City Project No. 100459 17 When contracting with the "best value" subcontractor, McCarthy will require the subcontractor to incorporate the construction schedule into their agreement, along with a manpower commitment. McCarthy recognizes the importance of increased subcontractor performance and accountability on this project and will execute all subcontracts in a manner to ensure that it is delivered. For the work categories that McCarthy intends to self -perform, McCarthy will deliver a competitive price, verified by the solicitation of competitive bids. McCarthy will then review our self -perform bid tabulation with the City showing McCarthy's lump sum scoped bid compared to the qualified competing lump sum subcontractor bids. The City will have final approval of selection of all subcontractors for this project. Guaranteed Maximum Price Depending on the state of design, desire to initiate the Notice to Proceed for Construction, and the City's approval of subcontractors and suppliers, McCarthy will prepare a Guaranteed Maximum Price. This price forms the basis of the construction agreement and includes all total direct costs of the work, costs of the construction manager and subcontractor performance and payment bonds, onsite general conditions, premiums for customary insurance coverage, agreed upon contingencies and allowances, and McCarthy's construction phase services fee. According to the City's project schedule, due to utility relocations, there will be a lengthy period of time between selection of the CMAR and the Notice to Proceed for construction. Contingent upon details of planned utility relocations, there may be an opportunity for some work to be priced as part of an Early GMP Package. McCarthy will work with the city to determine the feasibility of this option as a method to shorun It overall project schedule. Additionally, finalizing the pricing of certain packages closer to the Notice to Proceed will help to minimize escalation contingency costs carried by subcontractors on incomplete drawings, resulting in the lowest possible cost. Specialized Skills: Preconstruction Technology As "true builders," McCarthy maintains a historical database of work histories for the scopes of work that we have self - performed. All of our estimates are performed using HCSS, HeavyBid software, which is designed for self -performing, heavy/civil contractors. McCarthy can update pricing in real time based on impacts of material price, personnel, equipment, and productivity. The McCarthy preconstruction team also utilizes On -Screen Takeoff and Bluebeam Studio for quantity takeoffs and document markups. AgTek 4D is the software we utilize for earthwork takeoffs and modeling. CONSTRUM®H APPROACH McCarthy's construction approach is built upon proven project management and field procedures designed to facilitate a well - coordinated construction operation resulting in on time, on - budget project delivery that meets the functional, aesthetic, quality, and safety objectives of our owners. Our primary focus throughout the construction phase is project controls and full-time on -site supervision by our team that has experience with the City of Fort Worth and the CMAR process. Our field team acts as your eyes and ears, interacting closely with your staff throughout the project. Our on -site Project Manager, Riley Seahorn, will be responsible for the day -to - clay administration and management of the field team and is supported by Project Director Dave Wallace and the full resources of our Dallas office. Open Communication McCarthy coordinates daily with the onsite inspector and third- partytesting firm to ensure they are kept up to speed on required tests, inspections, and any issues as they arise. The inspector and third -party testing firm will be treated as partners, and are key to a successful project. Through weekly job site meetings, the McCarthy team leads the communication process among owner, engineer, and all subcontractors and vendors. McCarthy will prepares weekly progress meeting minutes for distribution to all team members. Our staff will develop monthly, weekly, and daily reports of construction activity including cost, schedules, and administrative issues. We will also work with the City to quickly and accurately provide communications to key stakeholders, with the goal of keeping the public well-informed of the construction progress and traffic changes that affect their commute or access to local businesses. This can be accomplished through public outreach meetings, notification flyers, and wayfinding signage for businesses. 18 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road ! City Project No. 100459 Subcontractor Management for the Beast Results Management of Traffic Flow We understand that relieving congestion is the end goal of the project. And that starts during construction by minimizing the impact on local residents. McCarthy will use our experience on other local arterials, state highways, and interstate highways to work with Kimley-Horn and the City to develop traffic control plans and construction phasing that will maiiain traffic *aa through the area. Special consideration will be given to emergency access for the soon -to -be constructed firehouse, as well as construction traffic for the residential and commercial projects ongoing concurrently. Focus will be put on constructing green field areas prior to demolishing existing roadways and maintaining resident and business access with temporary driveways throughout. More than Just a Construction Manager McCarthy has worked on two successful Construction Manager at Disk projects for the City of Fort Worth (Village Creek and Hemphill), and in both instances we utilized our self -perform capabilities. We are a full -service general contractor with the ability to self -perform demolition, earthwork, utilities, concrete, SWPPP, traffic control, and signage. The benefits of these abilities are two fold; first, we can control a large portion of the schedule and reduce risk when we self -perform these scopes, and second, we have the experience to manage subcontractors and hold them to our schedule, safety, and quality standards when they perform the work because we fully understand it. McCarthy maintains the highest level of professionalism in working with our subcontracting partners. On -site, we will manage and administer construction contracts, including monitoring construction document interpretations. We will conduct conferences with the successful bidders in each category to discuss procedures, scheduling, safety, and equal opportunity programs before any work begins. We will also ensure all construction agreements are executed, including insurance, bonding, and other procedural requirements. The team will implement procedures for processing and approving shop drawings and submittals, allowing them to monitor the progress through weekly submittal status reports in order to ensure timely approvals. Continuous Management and Support McCarthy proactively coordinates subcontractors' work to achieve the highest productivity daily. We address construction coordination among various subcontractors, evaluating their manpower levels, and ensuring they are performing their work in accordance with our overall construction schedule. We track the flow of major materials from initial submittals through fabrication and delivery to coincide with the proper construction sequence. Schedule Management McCarthy keeps the project running on time through enforcement of our master construction schedule. This will includes start and finish dates for procurement and construction activities, major milestones, and schedule of values. The Meld staff will meet weekly with the superintendent for each subcontractor to update the schedule. The schedule consists of several parts including detailed critical path networks, a bar chart for subcontractors, and a monthly narrative update report. McCarthy is committed to continually progressing the work, so stakeholders are not impacted any longer than necessary or left wondering where the workers are. Developing the Worldorce for Better Projects At McCarthy, we believe the "tools of the trade" have evolved beyond traditional hammers and blueprints where our focus now is on developing knowledgeable workers. New and improved tools include efficient communication, effective relationships, and access to the right information from anywhere at any time. This should be the core competency of any business. City of Fort Worth Harmon Road I City Project No. 100459 19 Specialized Shills: Construction Technology Our plan at McCarthy is to implement technology for the sake of our clients and our business, not for the sake of technology. McCarthy utilizes an online project management platform called Procore. This software provides mobile access to current drawings and specifications, tracks BFI's, submittals, daily logs, inspections, punchlists, and project financials. Close-out and Warranty Program The McCarthy field staff will coordinate the final inspections and readiness of the roadway plus any equipment, including a formal turnover process. We will prepare punch lists and coordinate work completion. We will maintain a project staff for 30 days after the final turnover, providing continuity and quick responses to any issues that may arise. Finally, we will provide final job site files, photographs, reports, submittals, record drawings, and other pertinent information. The final component of a successful project is the 23-month warranty walk through_ Priorto the 24-month warranty expiration, McCarthy will contact the City and Engineer for a thorough walk- through of the entire completed project. All items deemed as warranty items will be charted and resolved by the applicable subcontractor or McCarthy staff, prior to the 24-month warranty expiration date. QA/Qc PLAN Like safety, duality is important on every project we do, but it is imperative on the Harmon Road project so that the people of the City of Fort (North can enjoy the road as quickly as possible and in the best condition. We know this is a growing area within the City of Fort Worth and our ability to deliver a quality project will be a part in continuing the development this area is experiencing. QUALITY Without Question Development McCarthy's commitment to quality starts during preconstruction. During the review of the drawings and specifications, our team will ensure that the requirements are rigid enough to demand high quality construction work, but not so rigid as to incur unnecessary costs. We accomplish this by pairing preconstruction and operational personnel together in order to conduct the reviews of the documents so we can provide our expertise to the design team and the owner. No one likes surprises on projects, so this format lends itself to minimizing those unexpected occurrences. We plan our work and work our plan to produce positive project results for all stakeholders. In preconstruction, we begin identifying items that are critical to successfully completing a quality project. The items are vetted amongst our preconstruction and construction phase teams for this project along with other project leaders locally and nationally to make sure we have plans around how to deliver quality on the project. Within 00 days of the beginning of the construction phase services, the onsite team will take the items identified during preconstruction as well as items that the construction team has identified so we can produce a Site -Specific Quality Plan (SSQP). The SSQP identifies key risks to focus on (we call them Quality Challenges) along with the key steps to overcome those risks. Each quality challenge will be championed by an individual from our onsite team to make sure we do not allow it to become a quality issue on the project. After the team develops the SSQP, an executive review is scheduled for all parties and our onsite team, Project Director, Quality Director, and Vice President of Operations will all be in attendance. This group helps to ensure we have properly identified the duality challenges that the job may encounter as well as to help fulfill our quality initiative of "Do it Right the First Time". Implementation Quality will be implemented on the Harrison Road project from the very beginning. McCarthy does not consider quality a single activity, but a series of linked activities performed proactively to avoid larger issues later in the project. We focus on the value of quality, from which certainty can be produced. Project Director Dave Wallace will lead our preconstruction and construction teams in making sure quality is implemented throughout the project. Project Superintendent, Alex Velez, will oversee onsite quality each day to matte sure the individuals assigned in our SSQP are monitoring the quality challenges identified and that our team has the resources to address those challenges, as they arise. Our onsite team will verify, and work with inspectors to verify, that the materials delivered to the project meet the specified criteria for the project. The team will also conduct first installation verifications of various project components and systems to make sure the trades are following the required installation procedures, ensuring that quality installations are achieved. 20 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Specialized Shills: Technology to Improve Quality McCarthy has the ability to use technology to the projects' benefit in implementing quality. We have a wide array of technology at our fingertips and as we get into specific plans for the project, we can utilize virtual mockups as well as virtual and augmented reality products to communicate on the project and align expectations which allow planning to be most efficient. Drone technology helps us see project progress, but also allows us to plan and communicate more effectively, leading to higher quality outcomes. Within the last several years, McCarthy has used laser scanning in order to quickly collect very precise data that allows us to make minor adjustments during a construction operation like concrete placement in lieu of having to make costly corrections afterwards. McCarthy also has an in-house utility mapping team that can locate and identify utilities so that conflicts can be coordinated and planned around. SAFETY PUN Safety, above all else, is the highest priority for the Harmon Road project. McCarthy shares this core value with the City and is determined to ensure the safety and weilbeing of our craft personnel as well as City and Engineering staff. Our safety program is highly successful, as evidenced by our current Experience ANodfer Rafe of 0 47, which is skwfcanW bekw the industry average and brings a direct savings back to the City. We make sure we're planning EMR 016 2017 for safety on your project every step of the way. Our program will focus on our safety goals which include: a Building each of our projects while pursuing zero injuries and incidents ® Having the most highly trained and safest employees in the industry a Eliminating liability risk to our clients, trade partners, and ourselves Properly using leading and lagging indicators to help predict and protect from potential risk Safety Training Safety Manager Sean Blakemore and Superintendent Alex Velez will be the individuals primarily responsible for safety an the Harmon Road project. They will facilitate weekly safety meetings with field staff and trade partners, and ensure all field crews are performing daily Toolbox Talks and Task Hazard Analyses. #U employees undergo continuous safety Training through new employee orientations, supervisor safety training, OSHA Construction Safety Training, and safety "foolbox" meetings. Employees are trained in the proper use of personal protective equipment, mobile equipment, tools, as well as emergency procedures. Supervisors participate both as students and instructors during the training sessions, which cover a wide range of job specific topics as it relates to roadway construction_ Recordable Incident Rafe McCarthy National RiR Rate t SLSConstruction Industry Averages City of Fort Worth Harmon Road ]City Project No. 100459 21 Monitoring COST AND SCHEDULE CONTROL Project Manager Riley Seahorn and Superintendent Alex Velez will continuously monitor safety by reviewing leading and lagging indicators through safety inspection and incident tracking programs as well as weekly staff participation logs. Comprehensive job site safety inspections occur on a regular basis and will include. • Daily inspections by the designated Safety Professional • Weekly inspections and THA participations with written reports by each staff member ® Unannounced inspections by the Regional Safety Manger (at minimum, monthly) ® Project Executive monthly safety review Site -Specific Safety Plan The safety of the people we will be serving throughout this project, those who reside in the City of Fort Worth and surrounding Harmon Road, are of the utmost importance for us throughout this project. Planning and creating safe ingress and egress for adjacent businesses, pedestrians, and construction will be a top priority so that the public can continue their normal daily activities in this area safely. We will use clear signage to make sure the public is aware of any barriers, excavation, lane closures, or concrete exposure. The McCarthy team will Dandle the City's budget as carefully as we manage our own dollars. We will practice a continuous process of cost control beginning on the day we are selected as part of the project team. On a daily basis, from preconstruction to completion, we will focus on realistic budgeting, accurate documentation, and ongoing review of costs to achieve the highest efficiencies for the project. As Construction Manager at Risk specialists, McCarthy always serves as our client's advocate. Our cost control strategies are tailored to produce the most cost-effective projects possible and we always strive to save money and maximize each dollar for our clients. Our approach centers around clear communication so that all project stakeholders are kept informed. McCarthy has the proven experience and systems to keep the City well- informed of the current and projected budget. Cost Control during Preconstruction Cost control truly begins in preconstruction, through the effective use of value analysis and constructibility review processes, as previously discussed. Not only are these processes used to assist the design team to advance the project design, they are critical for controlling the overall cast and schedule of the project. Expert review of the plans and existing site conditions help to prevent unforeseen costs. McCarthy's preconstruction team, in conjunction with knowledgeable subcontracting partners will look for any uncertain scope items, missing details, and other unknowns. The preconstruction team will also identify any materials required for the project that will have a long delivery lead time. Time to order, design, approve, and ship these products will be tied into the project schedule, and will be monitored closely by the project team. 22 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road 1 City Project No. 100459 No Gaps One tool used by our preconstruction team is the "no gap matrix." This tool helps to ensure that all of our subcontracted trades are precisely scoped to avoid extra costs due to gaps in the scope coverage. Similarly, as we evaluate impacts to cost, we will evaluate the impact of any change or new information to the project schedule. The construction team will work hand in hand with the preconstruction team to analyze any impacts or improvements to the schedule, and balance those changes against cost impacts. Trend Logs 3�rnp)x� sxrc� �©nnection f, Fat WORM, To t3s Vg.R,e/L,E,ysis iyend Log R�VOT2 [)ec� iper, 2094 As information and plans are developed,. McCarthy will continuously price the work and maintain trend logs so that the City can recognize the impact of any design changes, owner - initiated requests, and new information. Through continuous cost modeling, the City will always know where the budget is tracking, and can make quick decisions to save money or enhance the project. An example of a trend log from the Hemphill project is shown above. Together, our preconstruction team will objectively review all design documents to prevent omissions and overlaps, and to create concise and complete bidding and construction documents. McCarthy will provide information on the relative cost of alternate design solutions to be considered. The emphasis will be on cost control and the impact of potential decisions on the established project budget. We will study the cost and suitability of the design with an emphasis on cost control and the impact of potential decisions on not only the first cost, but also the long-term performance and maintenance cost. We understand the budget constraints for this project, and our value engineering process will minimize variance from your schedule and budget objectives. Cost Control During Construction Cost control during construction starts with a comprehensive approach to scoping and contracting with subcontractors. We will follow all requirements for soliciting subcontractors including MBE subcontractors and will receive bids with City representatives. Once we receive bids, we first will conduct an initial review of all bids received and determine the completeness of bids and proposals received. After this initial review, we will rank the top three subcontractors in each work category. At this stage, we will interview the top three in each category to review their bid and proposal in detail, including a discussion of commitment to the project schedule and ensuring adequate man -power. Technical proposals and additional qualifications may be requested. Once the scope and amount of each proposal is confirmed we will make recommendations to the City. The philosophy of the McCarthy team is to conduct the accounting procedures for the project on an open book basis, permitting access by the City at any time to review all costs associated with the construction of the project. Contract cost is reported monthly and deals with the current committed cost on the project, as well as anticipated costs, thereby ensuring that all forecasted costs will be included in the reporting system. Subcontract status reports are prepared monthly and present the status of each subcontract in terms of original contract amount, approved changes, billings to date, current billing for the month, and retainage. Our pay applications are prepared onsite to facilitate accuracy. Our onsite Project Manager, Riley Seahorn, will review all subcontractor invoices in person with the subcontractor's designated representative to verify that the invoice is correct. The McCarthy team's field staff are responsible for generating potential cost saving suggestions during the entire course of construction. They will make recommendations on alternative systems, materials, and life cycle costs, and will address constructability issues that may impact the cost, schedule, and quality of the project. Value Engineering Change Proposals (VECPs) will be processed in the same manner as Change Proposal Requests. Each VECP will be accompanied by the appropriate cost and schedule back- up. To control VECPs, McCarthy will utilize our standard Value Engineering Log to track and monitor these items to ensure that tamely decisions are made for their inclusion or exclusion into the project. City of Fort Worth Harmon Road I City Project No. 100459 23 Change Order Management Process Another important cost control item is to minimize additive change orders. This is typically accomplished through good preconstruction services and thorough constructability reviews. However, if a change order is necessary, our approach to controlling change orders and substitutions is firstto understand the scope of the change or substitution in detail, who initiated it (i.e-: City of Fort Worth, Kimley-Horn, McCarthy, Field Condition - RFI), and the reasoning behind the request. owner -initiated Change Orders Once we have validated the change order request, McCarthy will obtain pricing from each affected subcontractor. Once detailed pricing is received from the affected subcontractors and suppliers, the McCarthy field staff: will challenge the specific elements of the direct costs and test them, utilizing our in-house estimating cost data as a comparison. McCarthy's field staff relies heavily on our computerized records of construction costs. This current price information, obtained. from actual bid results from relevant projects, including recent Texas projects, is used in our estimates of the work. We feel that McCarthy's extensive records of roadway construction costs and the ability to accurately predict costs are unsurpassed. Armed with the knowledge of the change or substitution along with current pricing information, McCarthy will meet with the affected subcontractors and negotiate a fair cost for the work. Schedule Control McCarthy will utilize proven project management and scheduling techniques to keep the Harmon Road project on schedule. Our Project Director, David Wallace, will coordinate all McCarthy scheduling activities throughout preconstruction with the help of our in-house scheduling team. As the project transitions to the field, Project Manager Riley Seahorn will take on the primary responsibility of maintaining and updating the various project Scheduling Tools We utilize the Primavera Project Planner (Pb) Software program to develop all of our project schedules. Project Superintendent Alex Velez will utilize the P5 schedule to develop detailed three - and six -week lookahead schedules that will incorporate weekly updates from subcontractors. Monitoring and Updating the Schedule McCarthy will develop and maintain a project schedule that incorporates all the activities of the project team. We wili continuously add information and update the schedule throughout the project time frame. The project schedule will be displayed by McCarthy in the following formats: Preliminary design and construction schedule Milestone schedule Master construction schedule Critical Path schedule Short-term schedules (three- and six -week look -ahead) Throughout construction, the CPM Schedule will be updated weekly at the jobsite to serve as a planning and monitoring tool for our Project Director, Project Manager, and field staff to use in managing the project. McCarthy also hosts weekly schedule meetings at the jobsite with subcontractors to communicate progress, current status, and possible recovery tactics should schedule slippage begin to occur. A monthly schedule update report will be provided to the City detailing the progress of construction. The short-term schedules will be shared at weekly progress meetings with the City and Kimley-Horn, and are used to communicate to all trade subcontractors, foremen, and craftsmen the construction activities that must be accomplished during the following three-week period. After reviewing the limited details of the project, we foresee the construction work taking approximately 14-16 months if there are no ROW or utility delays. Considerations vAll be added to that timeline for weather, minimizing impacts to the surrounding schools and businesses, phasing requirements, etc. We have many ideas that may help fast track the schedule, however we do not have all the details at this time to propose those with certainty yet. We are looking forward to coming up with creative solutions to any problems that may arise, just as we have done with the City of Fort Worth throughout the Hemphill project. 24 McCarthy Building Companies, Inc. City of Fort Worth Harmon Road j City Project No. 100459 COMPLIANCE WITH THE BUSINESS DIVERSITY ENTERPRISE ORDINANCE IWECARTHY, 7. COMPLIANCE WITH BUSINESS DIVERSITY ENTERPRISE ORDINANCE Preliminary MRE Utilization Plan As a team with strong community ties and a vested interest in the growth and development of the local subcontractor market, McCarthy is committed to meeting or exceeding the 11% MBE goal for construction phase services. This commitment is underscored by our established track record of meeting and exceeding MBE goals on similar projects such as: Project _ _ DFW Airport 24th Ave Goal Actual 25% m 20% Fort Worth Hemphill Connector 15% 16% Fort Worth Village Creek 207, 22% Working in concert with our preconstruction and project management team, our diversity director, Kamecia Mason, will lead all outreach and utilization strategy. Based on the project needs, we will work to create procurement opportunities within the following trades: el DEVELOP (Future) Wet utilities (storm drain, water, sanitary sewer) Concrete pavement 4 Concrete flatwork (sidewalks, curbs, ramps, etc.) Pavement markings/striping Demolition Earthwork Asphalt paving Landscape Signage a Electrical/illumination e Traffic Signals FIND (Outreach) SUPPLIER DIVERSITY � oLAN --,A ENGAGE (Execution) PLACE (Buynu;:) To generate robust community support and engagement in the project, our Community Outreach and Inclusion team will conduct project information meetings as well as trade -targeted outreach events. Communication materials can be created in English and Spanish to advance project interest. The primary objective is to ensure local MBE -certified firms are prepared to successfully bid on project opportunities. To ensure firms are prepared to bid, the team will. 1. Structure work packages in a manner that encourages participation with smaller historically underutilized firms. Beyond our efforts at the first tier, we will also develop plans as necessary to help achieve participation at the second tier. 2, Develop bid lists that include firms from the Fort Worth's office of Business Diversity MBE listing, which we received on February 5. After the sourcing is completed, good faith efforts will be made to secure participation for all subcontracting opportunities and efforts will be fully documented. 3. Assist firms with understanding project contractor requirements and MBE goals, and provide insurance/ bonding assistance and other critical project details. 4. Partner with key organizations and stake holders. A few of the key organizations we partner with include: Fort Worth Black Regional Black Asian American Chamber of Contractors Contractors Commerce Association Association of Texas Fort Worth Hispanic Regional Hispanic DFW Minority Chamber of Contractors Supplier Diversity Commerce Association Council As a best practice, we provide at least three weeks' notice of opportunities and meetings. Building Connected, our bid management system, allows us to electronically post documents, send bid invitations, and provide key notification to subcontractors and suppliers. The easy user interface allows us to quickly respond to questions or post new information. Additionally, we are able to keep communications logs through the platform. Compliance/Reporting During the construction phase we continue our project -specific strategy to meet or exceed the project goals and track our performance. Our compliance initiatives include: • Providing detailed progress reports of MBE participation and success to key stakeholders ® Regular contractor meetings to keep firms updated on project coordination and progress. This meeting will also serve as a venue for small and emerging businesses to voice any concerns or issues. • Monitoring and verifying contract commitments as well as contractor performance to ensure businesses are being utilized on the project and are performing successfully at multi -tier levels. ® McCarthy manages these activities within our B2GNow platform and can leverage the system for this project. City of Fort Worth Harmon Road I City Project No. 100459 25 SPECIAL CONSIDERATIONS MfCARTHY S. SPECIAL CONSIDERATIONS CITY OF FORT WORTH HEMPHILL CONNECTOR I CITY PROJECT NUMBER: 00141 7_ no risk This $35 million project includes preconstruction and construction of the new roadway underneath the existing IH-30 freeway and four Union Pacific Railroad freight rail lines to provide additional connectivity through downtown Fort Worth. The project consists of a four -lane major arterial street comprised of four 12-foot lanes, median and wide sidewalks/ bike lanes, railroad bridge, retaining walls, streetlights, traffic signals, drainage improvements, landscaping, and irrigation. Contract Value McCarthy Team Members $35,000,000 » Dave Wallace » Riley Seahorn Projected Completion „ Jeromy Shaw 4/1/2020 » Colleen Martindale » Alex Velez Project Manager » Andrew Cunningham Michael Weiss » Sean Blakemore City of Fort Worth Harmon Road I City Project No. 100459 26 APPENDIX MAFCARIWY APPENDIX - RESUMES CAREER SUMMARY 5 years with McCarthy 17 total years experience EDUCATION Civil Engineering University of Illinois PROJECT QUOTE "The Hemphill project has been very challenging. Helping the City work through the hurdles of getting the project started, and then seeing the construction come to fruition has been very rewarding. I can't wait to drive through the underpass with my kids and show them what I had a hand in building." DAVID WALLACE, RE. PROJECT DIRECTOR Dave will lead this project from the very beginning to the very end as the project director and will be the main point of contact for the City of Fort Worth and the design team. He will provide leadership to the construction team, attend monthly owner meetings with Fort Worth, and be ultimately accountable to the City for McCarthy's performance on the project. During preconstruction, he will utilize his Fort Worth CMAR experience to ensure the preconstruction team stays on schedule, delivers timely and accurate estimates, engages the subcontracting community, and is responsive to Fort Worth throughout the preconstruction phase. RELEVANT PROJECT EXPERIENCE Hemphill Street Connector FORT WORTH, TX Fort forth pillage Creek Peak Flow Storage ARLINGTON, TX Dan Ryan Red Line Track Renewal CHICAGO, IL This $220 million project included the complete replacement of 10 miles of light rail trackwork, drainage, and a signal system, all of which was completed in a 152-day shutdown. MoDOT 544 Bridges KANSAS CITY, MO This $504 million design -build project included complete replacement of 554 bridges across the state of Missouri in less than three years. Pennsylvania Rapid Bridge Replacement Project WOODCLIFF LAKE, NJ This $900 million project consisted of the complete replacement of 558 bridges acrosss the state of Pennsylvania. Dave's responsibilities on this project included co -locating with the designer for the pursuit, leading structures estimates, and coordinating with the maintenance contractor. Nashville Fast Fix S NASHVILLE, TN This CM/GC project was $62 million and consisted of accelerated bridge construction of eight bridges on Interstate 40 over ten weekend closures. Dave prepared 100% cost estimate, final GMP, and construction phasing schedule for the project, while working with TDOT and the designer to finalize the design. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Appendix - Resumes JER®MY SHAWV VICE PRESIDENT, ESTIMATING Jeromy Shaw will provide oversight for McCarthy's preconstruction services. He brings extensive road and bridge preconstruction experience to this assignment. Currently, Jeromy is leading the civil preconstruction department and will be providing leadership throughout the preconstruction process. He will also be responsible for staffing the preconstruction phase of this project, ensuring that the best talent is assigned to this job. RELEVANT PROJECT EXPERIENCE Hemphill Street Connector FORT WORTH, TX CAREER. SUMFOARY This $35 million project consists of preconstruction and construction of the new 7 years with McCarthy roadway underneath the existing IH-30 freeway and four Union Pacific freight rail 23 total years experience lines to provide additional connectivity through downtown Fort Worth. The project includes a four -lane major arterial street comprised of four 12-foot lanes, median and ....--....--....-._.. wide sidewalks/bike lanes, railroad bridge, retaining walls, streetlights, traffic signals, EDUCATION drainage improvements, landscaping and irrigation. Civil Engineering Texas A&M University Fort Worth Village Creek Peak Flow Storage ARLINGTON, TX PROJECT QUOTE This $26 million CMAR project involved preconstruction services and the construction "I am proud of how our team persevered through the many of two large, earthen storage basins, a 7,000-linear-foot 84-inch diameter pipeline, challenges we faced throughout modifications to a junction structure and existing high rate clarifier facility (HRC) pump the Hemphill project. Our team station, and five concrete flow control structures, at the city's largest wastewater plant, always managed to develop creative solutions to deal with the many located in north Arlington, Texas - Village Creek Water Reclamation Facility (VCWRF). issues we faced and kept the .project moving forward. And when SH 45 Southwest I say team, I'm not just referring to BUDA, TX McCarthy, but also the City of For+ Worth; Tr„ rs,�stems, aid aGar key This $80 million project is a four lane toll road approximately 3.6 miles long and subcontractors and vendors." located around very sensitive environmental areas including the Edwards Aquifer Recharge Zone. The project was adjacent to a residential neighborhood where the construction team coordinated with the local Home Owners Associate NON in advance to notify residents of major changes through their social media. SH 71 Express Lanes AUSTIN, TX This $96 million project included construction of four miles of one toll lane in each direction on Highway 71 from Presidential Boulevard (the main entrance to the airport) to SH 130. The scope of this project also included construction of a bridge over SH 130 with ramps connecting the toll lanes and SH 130, reconstructing and realigning the intersection of Highway 71 and FM 973, and widening Highway 71, McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Appendix . Resumes CAREER SUMMARY 3 years with McCarthy 3 total years experience EDUCATION Building Construction Manage Mechanical & Electrical Construction Management Purdue University PROJECT QUOTE "The Hemphill project will always hold a place in my heart. From coordination with all of our Stakeholders, to learning how to finish concrete, this project has made me feel like a true builder and a valued member of our Fort Worth Community. This has been such a rewarding yet challenging project and I cannot wait to see how the community embraces the project." RILEY SEAHORN PROJECT MANAGER As Project Manager, Riley is the day-to-day on -site leader of the McCarthy team and is responsible for delivering the project on -time and on budget while meeting or exceeding the safety, quality, and overall expectations of the City. Riley will be active in the preconstruction process and will lead site logistics, construction planning, and constructability review efforts. She will develop bid packages, front end documents and ensure no scope gaps are present, and then facilitate the competitive bidding of the various elements of the work. Her involvement in preconstruction will facilitate a smooth transition to the construction phase. RELEVANT PROJECT EXPERIENCE Hemphill Street Connector FORT WORTH TX This $35 million project consists of preconstruction and construction of the new roadway underneath the existing IH-30 freeway and four Union Pacific freight rail lines to provide additional connectivity through downtown Fort Worth. The project includes a four -lane major arterial street comprised of four 12-foot lanes, median and wide sidewalks/bike lanes, railroad bridge, retaining walls, streetlights, traffic signals, drainage improvements, landscaping and irrigation. Fort Worth Village Creek Peals Flow Storage ARLINGTON, TX This $26 million CMAR project involved preconstruction services and the construction of two large, earthen storage basins, a 7,000-linear-foot 84-inch diameter pipeline, modifications to a junction structure and existing high rate clarifier facility {HRC) pump station, and five concrete flow control structures, at the city's largest wastewater plant, located in north Arlington, Texas -Village Creek Water Reclamation Facility (VCWRF). McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Appendix- Resumes CAREER SUMMARY 10 years with McCarthy 13 total years experience EDUCATION Civil Engineering The University of Texas, El Paso PROJECT QUOTE "I have been following the Hearphill Project since it was first relea� as a Hard Bid. It has been very satisfying to see the project eveive and approach completion. Very proud of our team's work delivering a truly transformative project for the city. COLLEEN MARTINDA LE PRECONSTRUCTION DIRECTOR Colleen Martindale will oversee the development of all project cost estimates and other preconstruction deliverables. She will develop our initial budget and cost model and lead the development of the GMP for the project. Additionally, Colleen will lead the day-to-day estimating activities during the preconstruction phase. RELEVANT PROJECT EXPERIENCE Hemphill Street Connector FORT WORTH, TX This $35 million project consists of preconstruction and construction of the new roadway underneath the existing 1H-30 freeway and four Union Pacific freight rail lines to provide additional connectivity through downtown Fort Worth. The project includes a four -lane major arterial street comprised of four 12-foot lanes, median and wide sidewalks/bike lanes, railroad bridge, retaining walls, streetlights, traffic signals, drainage improvements, landscaping and irrigation. McCarthy kept consistent communication and coordination with 3rd parties such as TxDOT, UPRR, the developer, and property owners throughout construction. Texas A&IIFII Wellborn Road Underpass COLLEGE STATION, TX This $25 million project consisted of two 2-lane vehicular roadways and two 30 foot wide pedestrian pathways, which transverse under the existing Wellborn Road and Union Pacific Railroad at the Old Main Drive Intersection. The grade seaparation consisted of new 70- to 80400t structures to carry Wellborn Road and the Union Pacific railroad tracks over the roadways and walkways. This project features a high visibility roundabout at the entrance to Texas A&M's campus. McCarthy implemented extensive traffic control throughout this project, keeping both vehicular and pedestrian traffic moving safely. Southwest Airlines Houston Hobby Maintenance Hangar HOUSTON, TX This CMAR project is a new hangar at William P. Hobby International Airport, built to support Southwest's new fleet of 737-MAX 800 aircrafts. The facility is located on a 40-acre site on the south end of the airport, and consists of the hangar structure, aircraft pavement and taxiway, aircraft wash facilities, and all supporting site utilities and improvements. Colleen's responsibilities on this job included handling the self - performed earthwork, paving, and site utilities packages. The site utilities packages included tie-ins to, and coordination with the City of Houston utilities. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Appendix - Resumes PROJECT SUPERINTENDENT As the project superintendent, Alex Velez will have oversight of all construction activities. In this role, he will coordinate schedule, and inspect the work of the various subcontractors and any self -perform labor. His emphasis is managing the construction work and coordinating with the City inspector and 3rd party testing firms. Alex will be responsible for implementing the Safety Program, and will conduct on -site safety meetings, task hazard analysis, toolbox safety meetings, and all onsite safety training. RELEVANT PROJECT EXPERIENCE '4 F Hemphill Street Connector y _ It FORT WORTH, TX CAREER SUMMARYThis $35 million project consists of preconstruction and construction of the new 3 years with McCarthy roadway underneath the existing IH-30 freeway and four Union Pacific freight rail 3 total years experience lines to provide additional connectivity through downtown Fort Worth. The project includes a four -lane major arterial street comprised of four 12 foot lanes, median and wide sidewalks/bike lanes, railroad bridge, retaining walls, streetlights, traffic EDUCATION signals, drainage improvements, landscaping and irrigation. McCarthy kept consistent Civil Engineering communication and coordination with 3rd parties such as TxDOT, UPRR, the developer, Texas A&M University and property owners throughout construction. PROJECT QUOTE "Working at the Hemphill Underpass has been on of the most rewarding experiences in my career. With its challenging nature, this project would not have come to fruition if it wasn't for the exceptional cooperation between the City, Union Pacific, McCarthy, and all of our clients. I'm sure that this underpass will become an iconic landmark for the City of Fort Worth." Fort (North Village Creek Peak Flow Storage ARLINGTON, TX This $26 million CMAR project involved preconstruction services and the construction of two large, earthen storage basins, a 7,000-linear-foot 84-inch diameter pipeline, modifications to a junction structure and existing high rate clarifier facility (HRC) pump station, and five concrete flow control structures, at the city's largest wastewater plant, located in north Arlington, Texas -Village Creek Water Reclamation Facility (VCWRF). . DFW Airport 4 Reconstruct 24th Avenue DFW AIRPORT, TX This $1.6 million project consisted of reconstructing and widening 24th Avenue at Dallas/Fort Worth Airport, as well as adding a left turn lane to Rental Car Drive. This project also extended Innovation Drive to 24th Avenue and reconstructed a portion of the intersection of Global Drive and 24th Avenue. Specific work included clearing and grubbing, paving, installation of lighting and stormwater collection systems, installation of sidewalks, landscaping, a bus shelter, pavement striping, and signage. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road ! City Project No. 100459 Appendix - Resumes CAREER SUMMARY 7 years with McCarthy 7 total years experience SENIOR ESTIMATOR Vijay will be committed 100% to the project during preconstruction and will assist Colleen in the day-to-day estimating activities. He has over seven years of experience in construction and will be involved in take -off, pricing, value analysis, constructability reviews, and subcontractor engagement throughout the preconstruction phase. RELEE'VANT RRfJE T EXPERIENCE Houston Waterworks Team - NEWPP Central Plant HOUSTON, TX This $245.4 million, two-phase project included an Early Works Package with the construction of the western filter building and transfer pump station structures. The Phase 2 balance of the plant included the full buildout of the Phase 1 structures as well as construction of the eastern filter building and transfer pump station structures and remaining chemical feed buildings. The scope of work included furnishing and installing all rebar and structural concrete, underslab piping, process piping, equipment installation, electrical, instrumentation and controls, earthwork, architectural finishes, F-DUCATI N and miscellaneous metals. nar-helor of ArchiieCtljre, Ccinstfucdon Mariagement JNTU - Hyderabad DFW Airport Terminal E Enhanced Parking Garage DALLAS, TX Master of Science, Construction This $99 million enhanced parking structure is located at the existing Passenger Managment Terminal E at DFW Airport, and included the removal of existing roadways and new University of Nebraska -Lincoln construction of bridges and utilities. The terminal redevelopment plan expanded the five -level garage to include more than 3,920 new parking spaces and will feature PROJECT QUUTE a unique parking guidance system (PGS) that consists of red lights over occupied Through my site visits, i was aaie spaces and green lights above vacant ones. The Terminal E garage was added to the to discover how a tremendous amount of planning and coordination redevelopment program to help with the rise of passenger demand as terminal gate brought the Hemphill project to renovations are completed at DFW Airport. fruition. The project has become my standard refer•erroe point for Southwest Airlines s Facility Training and Administrative evaluating all of my estimates." Office -dings DALLAS, TX The project is a $206 million, new 367,000 SF office, training and simulator bay with a 2000-car parking garage to support new aircraft and pilot training operations. The project includes a headquarters building, a special "hardened" building, parking garage, and additional infrastructure including site work and construction of vehicle and pedestrian bridges. The new hardened building contains Southwest`s Operational Control Center ("OCC") with 18 flight simulators and associated offices and ancillary areas, which must remain operational 24/7/365 regardless of weather. McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Appendix - Resumes �l A11V1r-C A I[i mavilt DIRECTOR OF DIVERSITY AND COMMUNITY OUTREACH Kamecia will lead the MBE outreach and compliance efforts for this project. Working in concert with Colleen during preconstruction she will develop and execute a comprehensive subcontracting and community engagement plan. Throughout the preconstruction phase all good faith effort measures will be tracked and available for review. During the construction phase, Kamec.ia will provide oversight of the teams compliance effort and will serve as the key point of contact for the City's Office of Business Diversity. ANDREW CUNNINGHAM QUALITY DIRECTOR As the quality director, Andrew will provide our team with guidance and direction regarding quality. During preconstruction, he will work with our project team to develop and implement the Site Specific Quality Plan for the project. He will maintain overall responsibility for implementing McCarthy's "Quality without Question" initiative and will facilitate formal partnering sessions throughout the project. Hemphill Street Connector FORT WORTH, TX - $35 MILLION City of Fort Worth Village Creek Peak Flow Storage ARLINGTON, TX - $26 MILLION SH 71 Express Lanes AUSTIN, TX-$96 MILLION SEAM BLAKEM®RRE SAFETY MANAGER Sean Blakemore will serve as the safety manager for this project and is an OSHA certified trainer. He spends a considerable amount of time on each of his jobsites to ensure McCarthy's safety program is fully implemented and adhered to by both our own employees as well as our subcontractors. During preconstruction, Sean will be involved with the construction planning activities to assist the field staff in configuring the jobsite with the safest methods possible. During construction, Sean will visit the site on a regular basis to ensure the safety of the entire staff on the job. Hemphill Street Connector FORT WORTH, TX- $35 MILLION City of Fort Worth Village Creek Pear Flow Storage ARLINGTON, TX - $26 MILLION DFW Airport r Reconstruct 24th Avenue DFW AIRPORT, TX - $1.6 MILLION McCarthy Building Companies, Inc. City of Fort Worth Harmon Road I City Project No. 100459 Appendix - Resumes APPENDIX - FINANCIAL DOCUMENTS Attached to the following pages are McCarthy's 2018 Audited Financial Statements. The Audited Financial Statements for 2019 will be available at the end of the first quarter. I " t r McCarthy Building Companies, Inc. City of Fort Worth Harmon Road City Project No. 100459 Appendix - Financial Statements v#_ Too t + d !. F IF-] McCARTHY BUILDING COMP,AIIE , INC. CONSOUDAM) FINANNAl STATIMEPITS Decemher 31. 2018 M MARTHY �"argil CONFIDENTIALITY AGREEMENT All information contained within these financial statements is considered confidential by McCarthy Building Companies, Inc., meaning that such information is not part of the public domain. By receiving and/or viewing these financial statements, the recipient of this information (Recipient') agrees to keep all information confidential and will not divulge any such information to persons outside their organization. Further, the Recipient also agrees to limit the distribution of this confidential information to individuals within their organization that will be directly involved in the evaluation of the financial information for which these financial statements were provided and agrees that all such individuals will be bound by this same agreement to keep such information confidential. These financial statements are the property of McCarthy Building Companies, Inc., and may not be distributed, except as described above, without prior written consent received from McCarthy Building Companies, Inc. I have read the above and understand that by receiving and/or viewing the attached statements, I have agreed to the above. CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Selected Fwe-Year financial Data .............................................. 2 Report of independent Auditors .................................................. 4 Consolidated Financial Statement ............................................ 6 Notes to Consolidated Financial Statements ............................ I I NEW C011 TRAUS 2014 $4.0 §3 A» $3,807' » + $3,548 17 # $4.1 6 I m $5.301 BACKLOG m& # f2,6 98 D S3,302 » S4,1525 mil $ 191 2O18 S 591 COMSTAUCT|ON REVENUES 14 . $ 2.6 4-Cs Q S2,720 mA 23.265 2017 %35 75 2018 # � 3,85 2 SELECTED RMF-YEAR FINANCIAL- DATA (in Thousands) 2014 2015 2016 2017 2019 Operations Sr mawy New Co&mts $ 4,082,566 $ 3,887,096 $ 3,548,424 $ 4,161,357 $ 5.300,653 Backing 2,697,994 3,301,843 4,625,142 4,191,468 E.590,529 \ Construction Revenues 2,644,169 2,719,897 3,265,293 3,574,674 3,952,267 Operating Profrt 44,270 36,562 53,126 56,237 73.082 NetGncorrn i 48,024 38,004 52,115 53,214 75,211 Financial Poston $ummary Cash and Marketabte Securities $ 388,202 $ 353,642 $ 453,181 $ 415,658 $ 491.025 Working Capita! 293,347 280,423 328,276 390,605 450,171 TOM Current Assets 839,198 934,338 1,131,52 1,158,331 1,453,241 Stockholder's Equity 293,563 29-0,860 310,095 344,518 396,974 Ptrh k Acmw,mrrf$ a �; �y ill bin Brown Camr�us _ One North Brentwood Saint Louis, ma 63105 Independent Auditors' Report , 314.29[i_3300 F 314296.3400 A nrbinbmwn_com Board of Directors E intv@rubinbrown.com McCarthy Building Companies, Inc. St. Louis, Missouri Report On The Consolidated Financial Statements We have audited the accompanying consolidated financial statements of McCarthy Building Companies, Inc. and s-absidiaries, which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income, stockholder's equity and cash flows for the years then ended, and the related notes to the consolidated uncial statements. Management's Responsibility For The Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United Mates of Anteiica; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements teased on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America_ Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements_ whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are ,appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. bakerdUy f� Board of Directors McCarthy Building Companies, Inc. We believe that the audit evidence we have obtained is sumcient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of McCarthy Building Companies, Inc. and subsidiaries as of December 31, 2018 and 2017, and the results of their operations and their cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America_ March 22, 2019 Page 2 . - 5 II CARTHY BUILDING OMP IE , INC. AND UB$IDIARIES CONSOLIDATED LET (Dollar amounts and share data are in thousands.) ASSETS Current Assets: Cash and cash equivalents Me-ketable secuKas Trade accounts receivable, including retained amounts of $249,405 and $186,810 Costs and estimated earnings in excess of billings on contracts in progress tnvestmerts it construction joirnr ventures Due from officers, employees, and affiliates PreDaid expenses and other Total current assets Other Assets PmperW and Equipment: Land, buildings, and leasehold irnprovemenis Construction machinery and equipment Transportation equipment Office equipment "total property and equipment Less accumulated depreciation Property and equipment, net December 31, 2018 $ 451,159 $ 39,866 957,912 30,368 46,Z62 4,888 22,986 1,453,241 8,118 14,837 36,002 6,370 9,153 66,362 40,203 26,159 2017 370,869 44,789 644,_'33 30,570 48.801 4.344 14,6255 1,158,331 7,776 13,013 32,864 5,293 7,864 59,034 35,167 23,267 Total assets $ 1,4r37,518 $ 1,189,374 See notes to consolidated financial statements. 5 31, 2018December 2017 LIABILITIES AND STOCKHOLDEWS EQUITY Current Liabilities: Accounts payable, including retained amounts of $$210,218 and $174,108 $ 753,050 $ 556,858 Accrued expenses 72,597 65,473 Due to affililated companies 11,589 16,314 Deferred contract revenue 157,899 123,325 Deferred compensation 3,234 853 Other 4,711 4,903 iota: current liabilities 1,003,070 767,726 l3eterred Campensatlan 83,221 73,061 fter Long-term Liabilities 4,253 4,069 Stackholder's Equity: Common stock, par value $1 per share; authorized 500 shares issued 423 shares 423 423 Additional paid -in capital 275,677 248,022 Accumulated other comprehensive (loss) income (309) 13 Retained earnings 111,158 85,447 Total 396,949 333,905 Treasury stock, 122 shares at cost (123) (123) Total McCarthy Building Companies, Inc. and subsidiaries stockholder's equity 386,828 333,782 Noncontrolling interest 10,148 10,736 Total McCarthy Building Companies, Inc. and subsidiaries stockhoidees equity and noncontrolling interest 396,974 344,518 Total Iiabiiities and stockholders equity $ 1,487,518 $ 1,189,374 See notes to consolidated financial statements. } WCARTHY BUILDING COMPANIES, INC. AND SUBSIDIARIES ONKSOLIDA" I ED STATEMEN TS OF 'C'OMPREHENSIVE INCOME i ar amounts are in thousands.) Twelve Motes Ended December 31, 2018 2017 Constractkm revenue e S 3,852,267 $ 3,574,674 Cost of cowrstrrchon revenue 3,597,360 3,343,348 Cross profit 254,907 231,326 General and administrative eVenses 181,825 175,089 Income from construction operations 73,082 56,237 Qtlmr income (expense: Interest and dividends 8,244 3,6w Less on wr ketable securities, get" (23) — Miscellaneous, net 220 (8) Total other income — 8,441 3,593 Net income 81,523 59,830 Less: net income attributable to the noncontrolling interest 6,312 6,616 Net income attributable to McCarthy Building Cornpanles. Inc. and subsidiaries 75,211 53,214 Other comprehensive floss) income: Unrealized loss on available#or--sale securities (345) (274) eclassification a4ustmeat for net realized loss in net income 23 — Comprehensive income $ 74,889 $ 52,940 'Includes accumulated other comprehensive loss reclassifications for net unrealized loss on available -for -sale securities of $23 in 201 & wee notes try consolidated inns-icial statements. f iW CA TH 8"IL f4-1f$ COWWA INS, 10C. AND , MAWS CONSOLIDATED STATEMENTS OF CASH FLOW (dollar amounts are in thousands.) Twelve Months Ended December 31, 20 , 2017 OPERAT(IVG ACTIVITIES - Net income 5 81.523 $ 59.830 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 5,811 5,487 Loss an sate of marketable securities, net 23 — Profit from construction joint ventures, net (22,616) (25,020) Stockbased compensation expense 22,610 32,137 LSOP stock contributions 27,655 24,317 {increase) decrease in operating assets Trade accounts receivable (213,479) (48,896) 1 Costs and estimated earnings in excess of billings on contracts in progress 202 (13,509) Other (16,367) 14,027 Increase (decrease) in operating liabilities: Accounts payable and accrued expenses 203,316 (35,2901 Deferred contract revenue 34,564 (13,274) Deferred compensation payments (10,C69) -- (4,030) Net cash provided by (used in) operating activities 113,173 (4,221) INVESTING ACTIVITIES. Proceeds from sale of property and equipment 565 210 - Additions to property and equipment (9,266) (7,542) ` Purchase of marketable securities and investments (10,8301 (7,972) Proceeds from sale of marketable securities 15.264 12,350 Contributions to construction joint ventures 1525) (5,291) Distributions from construction joint ventures 28,309 29,429 Net cash provided by investing activities 23,517 21,184 FINANCING ACTIVITIES: Distributions to noncontrolling partners (61900) (4,150) Dividend to parent company (49,500) (45,300) Net cash used in financing activities (56,4001 (49,450) Net increase (decrease) in cash and cash equivalents 80,290 (32,487) Cash and cash equivalents at beginning of year 370,869 403,356 Cash and cash equivalents at end of year $ 451,159 $ 370,869 See notes to consolidated financial statements, W ARTHY BUILDING COMPANIES, INC. AND SUBSIDIARIES G NO! I I TID STATEMENTS OF %T KHOLDER' EQUITY (Dollar amounts are in thousands.) �� .fi �3 c� � kP Balance at January 1, 2D17 $ 423 $ 223,705 $ 287 $ 77,533 $ (12v) $ 8,270 $ 31O,95 Not income 53,214 6,616 591830 Other comprehensive Doss (274) (274) Dividend to parent company (45,300) (45,300) Earned ESOP strares 24,317 24,317 Distributions to noncontrolling Merest (4,150) [4,15G) Balance at December 31, 2017 423 248,022 13 85,447 (123) 10,736 344,518 Net income 74,211 6,312 81,523 Other comprehensive foss ,322) (3221 Dividend to parent company (49,5001 149,51W) Earnest ESOP shares 27,655 27,655 Distributions to nonconrrolling interest (6,900) (619m) Balance at December 31, 2016 $ 423 $ 275,677 $ (309) $ 111.158 $ (123; $ IP,148 $ 396,974 See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 and 2017 (Dollar amounts and share data are in thousands.) 1. SUMMARY OF SIGNIFICANT ( ACCOUNTING POLICIES Deem iption of Businuzs and Principles o Consolidation - McCarthy Building Companies, Inc. and Subsidiaries (the "Company"), an employee -owned general contrac- tor and construction firm, is one of the oldest privately held construction companies in the united States. The Company performs construction operations throughout the United States, with building experience in the commercial, education, health care, heavy/civil/trans- portation, high performance/sustainability, hospitality/ entertainment, industrial, institutional, parking, science and technology, and solar market segments of the industry. Delivery methods consist primarily of hard bid, general contracting, construction management, and negotiated, with other services offered such as program management, design/assist, design/build, and integrated project delivery. The Company is a wholly owned subsidiary of McCarthy Holdings, Inc. ("Holdings") and is related through com- mon ownership by Holdings to Industrial Holdings, Inc. and Subsidiaries ("Industrial'), Castle Contracting, LLC ("Castle"), McCarthy Properties, LLC and Subsidiaries ("Properties"), Paul Hansen Equipment, Inc. ("PHE ), and McCarthy Investment Company, LLC ("MIC"). The Company's consolidated financial statements include the following wholly owned subsidiaries: Residential Constructors, LLC McCarthy Building Companies NM, Inc. The Company participates in certain construction joint ventures in which it has controlling financial lnteresL Accordingly, in 2018 and 2017 the Company consoli- dated two construction joint ventures into the Company's financial statements. Certain liabilities of Holdings are disclosed within these footnotes, as assets of the Company are indirectly used for their repayment. All significant intercompany transactions and balances have been eliminated in the Company's consolidated financial statements. Recogn:tiorl of Reveo.,e: Revenue from construction contracts is recognized on the percentage -of -completion method determined principally by the ratio of total cost incurred to date to estimated total cost of completion for each contract. As the Company's construction contracts generally extend more than one accounting period, revisions in contract revenue and cost estimates are reflected in the accounting period when known. The full amount of total estimated losses on uncompleted contracts is included in the consolidated financial statements in the year such losses become known. The total anticipated losses on contracts in progress are immaterial to the Company's overall financial statements. Claims for additional job profit are recognized when received. The Company segments portions of construction con- tracts where the owner and the Company separately negotiated certain construction elements within the same contract, and where each construction element can be separately identified and are independent of one another. �15.? u� t5tirrlateS: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company's principal accounting areas involving the use of estimates are gross profit from long-term construction contracts, depreciation and amortization, stock -fused compensation expense, the calculation of reserves related to Holdings' insurance programs, and the stack redemption obligation value associated with Holdings' Employee Stock Ownership Plan ("ESOP"). In accordance with construction industry practices, Management deterrninas the appropriate classifrsaLon assets and liabilities relating to long-term contracts are of marketable securities at the time of purchase and Pncluded in current assets and current liabilities in the reevataates stich designation as of each balance sheet accompanying consolidated balance sheets, as they are expected to be realized or liquidated in the norrial course of contract completion, although completion may require more than one year. The Company has agreements with various multi - employer labor unions throughout t;�e United States, providing approximately 58 percent of the Company's hourly labor force. The expiration dates of the collective bargaining agreements with the local muitiemployer labor unions vary, and no single Anion represents a material portion of the Compary's labor force. Cash egruvalents are securities held for investment pur- poses having maturities of three months or less from the date of purchase and cash deposits with MIC. MIC was created for the purpose of pooling and investing cash from Holdings, Holdings' subsidiaries, and certain Hollings' joint ventures. The Company's deposits vAth MIC are commingled with the funds of other affiliated companies for investment purposes and are available for withdrawal upon demand. At December 31, 2018 and 2017, the Company's net contributions held by MIC were $430,489 and $335,002, respectively. The Company's cash that is not held by MIC is invested with financial institutions with strong credit ratings. These invested balances may be in excess of Federal Deposit insurance Corporation insurance limits. The Company's consolidated financial statements included $51,040 and $55,654 at December 31, 2018 and 2017, respectively, in cash and cash equiva- lents from consolidated construction joint ventures, all of which is restricted for the operations of the joint ventures. The Company had no other restric- tions on cash and cash equivalents at December 31, 2018 and 2017. date. investments classified as trading securities are equity securities that are brought and held principally for the purpose of selling them in the near terra. Investments classified as available -for -sale securities are available to be sold in response to the Company's needs for liquidity_ changes in market interest rates and related risk factors, or changes in the availability of and the yield on alternative irvestments. At December 31, 2018 and 2017, all available for=safe securities were classified as marketable securities. Marketable securities at December 31, 2131E and 2617 were carried at fair value. Fair vane was determined by market quotes or observable inputs based on market quotes. Unrealized gains and losses on available -for -sale securities, it any_ are reported as a component of accumulated other comprehensive income dribi realized. The cost of securities sold is based on !ne specific identification method. fit December 31, 2018 and 2017.. marketable securities included $29,984 and $26,837_ respectively, of escror., securities, consisting primarily of U.S. Treasury and agency obligations and corporate debt securities, which are restricted as they are being held in lieu of retention rrom customers. These securities were carried at fair value. r f C+ lt�, Rece.ry I). Trade accounts receivable and contract work in progress are from clients in various industries and locations throughout the United States. Most contracts require payments as the projects progress. Balances billed but not paid by customers pursuant to retainage provisions in construction contracts generally became due upon completion of the coWacts and acceptance by the customers. The Company generally does not require collateral, but in most cases, can place lions against the property, plart, or equipment constructed 12 or terminate the contract if a material default occurs. Such losses have been minimal and within manage- ment's estimates. lnvet ; rents it) cn,l5�I ocf on Join' Vuntio-s; Construction joint ventures not required to be consolidated are accounted for as investments under the modified equity method. tinder the modified equity method, the Company records its proportionate share of joint venture construction revenue, cost of construc- tion revenue, and interest income in the Company's consolidated statements of comprehensive income. The Company's exposure to loss on its investments in construction joint ventures is generally allocated among partners according to their respective joint venture ownership interests. The Company's share of any known losses has been fully accounted for as of December 31, 2018. r'rupea ty and Cquip—neiA: Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives. The Company depreciates buildings over 15 to 30 years, construction machinery and equipment over 5 to 10 years, transportation equipment over 5 to 10 years, and office equipment over 5 to 7 years. Leasehold improvements are depreciated over the lesser of 10 years or the remaining terms of the leases. Depreciation on property and equipment for the year ended December 31, 2018 and 2017 was $5,762 and $5, 87, respectively. Fief re.,d C'iat.,,FL qt_,v �nuP Deterred contract revenue represents billings in excess of recorded costs and gross profit on individual contracts. 01t,:ier Li-ihihiu,.- Other liabilities consist mostly of lease concessions. Amounts associated with lease concessions are amortized over the terms of the leases. Included in current other liabilities at December 31, 2018 and 2017 is a $4,000 escrow liability due to a�subcontractor. S101..', a1d Synl.hefc Eq-.. y Plan: Holdings has a stock appreciation rights ("SARs") plan for the benefit of employees, nori-employee Directors, and Advisory Directors. The SAR plan is accounted for under the intrinsic value method and adjusts the recorded value of these obligations for changes in the value of the underlying shares. Details regarding the methods used to estimate the calculated value of the SAR plan and: the underlying assumptions are described in detail in Note 7. GcincerL8tions: In 2018, the Company derived approximately 10 percent of its revenues from various federal govern- ment agencies or through related joint ventures that derive their revenues from such agencies, including the U.S. Army Corps of Engineers, Veterans Affairs, the National Park Service, General Services Administration, Department of Energy, and the U.S. Department of Homeland Security. The Company or related joint ventures provide services to federal agencies primarily pursuant to contracts for new construction or infrastructure improvements. zecldsslIi ri,iGrls: Certain reclassifications have been made to the 2017 consolidated financial statements to conform to the 2018 presentation. i ' �y'I)..•EquE?fel ,ft'l,iS. Management evaluates subsequent events through the date consolidated financial statements are available for issue, which is identical to the data of the Independent Auditors' Report 13 2. MARKETABLE SECURITIES Investments classified as marketable secu-;Ities at December 31, 2018 and 2017 consisted of the following: � _aJ.-hle-*cr-Sale Sic, rifles: 6'ross Gross Unrealized Unrealized Estimated Fair December 31, 2018 Cost Chia Lose Value U.S. Treasury & Agency securities $ 13,927 $ — $ (50) $ 13,877 Corporate debt securities 26,M (259) 25,989 Total $ 40,1755 $ — $ (309) $ 39,866 Grew Gross Unrealized Unroallzed Estimated Fair December 31, 2017 Cost Grain Loss Value U.S. Treasury & Agency securities $ 19,969 $ — $ (39) $ 19,930 Corporate debt securites 24,807 62 (10) 24.859 Totat $ 44,776 $ 62 $ 149) $ 44,789 Net unreaRzed lasses of $322 and $274 were included in accumulated other comprehensive income for the years ended December 31, 2018 and 2017, respectively. Pi-rchases of available-lar-sale securities during the years ended December 31. 2018 and 2017 were $10,830 and $7,972, respectively. Proceeats from the sale of available -for --sale securities during the years ended December 31, 2018 and 2017 were $15,264 and $12,350, respectively Losses realized on sales for the year ended December 31, 2018 were $23. No gains or losses v.,ere realized for the year ended December 31, 2017. At December 31, 2018 and 2017, the Company did not have any investments classified as other-than-ternpor-adly impaired. The following summarizes the estimated fair value at December 31, 2018 of the available -for -sale securities by the contracwal maturity date of the security: Corporate Debt U.S. Treasury & Seewilles Agency Securities Due in 1 year or less $ 9,192 $ 13,877 Due affer 1 year through 5 years 16,797 — Total $ 25,989 $ 13,877 14• 3, PAID VALUE WWASURMEN TS The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1, Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, Level 3: Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability. The following are the major categories of assets measured at fair value on a recurring basis: December 31, 2018 Level 1 Level 2 Level 3 Tatar Assets: Availahle-for--sale securities: U.S. Treasury & Agency securities $ — $ 13,877 $ — $ 13,877 Corporate debt securities — 25.989 — 25,580 $ $ 39,866 $ $ 39,866 December 31, 2017 level 1 Level 2 level 3 Total Assets: Available -for -safe securities: U.S. Treasury & Agency securities $ — $ 19,980 $ — $ 19,930 Corporate debt securities - 24,859 24,859 $ — $ 44,789 $ — $ 44,788 There were no liabilities valued at fair value at December 31, 2018 and 2017. Level 2 valuations were based on the market approach. There were no transfers within the major categories of assets measured at fair value on a recurring basis. There were no changes in methodologies to assign Fair value to assets in 2018 and 2017. Due to the short-term nature of the amounts due from officers, employees, and affiliates and due to affiliated companies, the carrying amounts approximate the fair values as of the balance sheet dates. 15 4.114VESTMENTS IN NSTR fCTION JOINT VENTURES The Compatry enters into partnership arrangements commonly referred to as "construction joint ventures." Each construction joint venture is formed to accomplish specif[e projects and, generally, the construction joint ventures are dissolved upon the completion of the project. The number of construction joint ventures in which the Gomparsy participates and the size, scope, and duration of projects vary between periods. A schedule of construction joint venture information follows. Specific construction joint ventures change from period - to -period. Accordingly, the following group of financial information is not necessarily comparable between perlods. Financial Poordon Combined construction joint ventures. December 31, 2018 � 2017 Cash and cash equivalents $ 100,142 $ 150,414 Receivables and alter assets 290,050 238,866 Accounts payable and accrued expenses (281,804) 1264,689) Deterred contract revenue (14,730) (19.407) Not assets $ 94,558 $ 105,184 Company's investments in construction joint ventures $ 46,262 $ 48,801 Yam' Eroded Decarnbey 31, ficoft of 0perations 2018 2017 Combined construction joint ventures: Construction revenue S 944,127 $ 1,033,233 Cost of construction revenue 899,254 984,226 Gross profit 44,873 49,007 Either income 2,250 742 Net income $ 47,123 $ 49,149 comparp/s share. Construction revenue $ 433,912 $ 515,885 of construction revenue 413,593 491,277 _Cost Gross profit 20,319 24.6E18 Either income 1,107 379 Net income $ 21,426 $ 24,987 16 S. UNSECURED REVOLVING CREDIT FACILITY Buildings is a guarantor of Holdings' $90,000 unsecured revolving credit facility with two banks for the operations of Holdings' subsidiaries. Borrowings under the credit facility are due in full in January 2023. The applicable interest rate for the revolving credit facility loans is based on the eurocurrency rate and the interest is payable on the last day of each quarter. The facile requires the payment of a tee based on the unused portion of the credit facility and requires compliance with certain financial covenants relating to liquidity requirements and certain minimum financial ratios. Holdings was in compliance with all financial covenants at December 31, 2018. 6. INCOME TAXES Holdings is organized as a corporation under Subchapter S of the Internal Revenue Code ("IRC"), and is 100 percent owned by the ESOP. As such, the Company was not subject to federal and most state income taxes in 2018 and 2017 The Company had no uncertain tax positions and has not recorded any deferred tax liability as of December 31, 2018 and 2017. The credit facility includes a $70,000 revolving letter of credit sub -facility. At December 31, 2018, Holdings had letters of credit outstanding totaling $38,727, the majority of which were for securing future payment of premiums and expenses in conjunction with Holding`s insurance programs, and expenses in conjunction with project related performance guarantees. Holdings had $31,273 available under its letter of credit sub -facility and $41,273 available under its revolving credit agreement at December 31, 2018. Holdings has the ability to increase this credit facility to a total of $110,000 with a $100,000 credit sub -facility. The Company's federal, state and city tax returns for tax years 2015 and later remain subject to examination by taxing authorities. 17 % EMPLOYEE GENE PLANS .�Nj-0 Tay L°E�ei Holdings sponsors a 401(k) tax deferred savings plan (the "Plan:") which covers the Company's salaried, non- unton hourly, and part time employees. The Company is required to make a contribution equal to three percent of each eligible employee's base pay. For the years ended December 31, 2018 and 2017, the Company expensed $5,127 and $4,904, respectively, for these contributions. The Plan a`lows for discretionary match- ing contributions, based on employee contributions, l0 an amount not to exceed four percent of the employees' compensation. The Company's discretionary matching contributions for the years ended December 31, 2018 and 2017 were equal to the lesser of three percent of the employee's campensat.cUn or fifty percent of the employee's contribution to the Plan, and amounted to $4,893 and $4,682, respectively: l;i addition, the Company may make additional discretionary contribu- tions to the Plan based on a percentage of eligible employee compensation, none of which were made in the periods p�-esf rated. Holdings sponsors an ESOP fcr the benefit of the Company's eligible salaried employees. Contributions to the ESOP are at the Company's discretion. Contributions made in 2018 and 2017 were primarily in shares of Holdings' common stock. The expense for these contributions for The years ended December 31, 2018 and 2017 was $28,725 and $26,514, respec- tively. At December 31, 2018. the ESOP owned 4,999 shares, all of •:lhich were allocated. Upon termination of an ESOP participant, tree ESOP may elect to repurchase arose shares allocated to the participant at the appraised value at December 31 of that fiscal year using contributions and distributions to the Plan from the Company. if the FSOP were unable to fund its repurchase obligation, Holdings or the Company is required to fund such obhgation with additional contributions or distributions, or by repurchasing the shares from the ESOP over a period generally not to exceed five years. In 2018 and 2017, Holdings elected to directly repurchase shares from participants of t° a ESOP who had left the Company in 2018 ar;d 2017. At December 31, 2018 and 2011, Holdings' ESOP Stock Redemption Obligation associated with employees that left the Company it 2018 and 2017 was $69,905 and $49,181, respectively. The Company contributes to various multiomPloyer pension plans which provide retirement benefits for substantially all rif its uninn employees. The risks of participating in View nruRiemployer glans are different from single -employer plans in the following aspects: a Assets contributed to the multiernployer plan by one employer rimy be used to provide benefits to employees of other participating employers. m If a participating employer steps contributing to the plan, the unfunded obligations of the plan may be borne by the remaning pWicipat- ing employers. ti the Company chooses to stop participating in a multiemployer plan, the Company may be regdired to pay that plan an amount teased on the underfunded status of Me plan, referred �o as a withdrawal liability. The Company's participation in the plans that it considers to be significant for the years ended December 31, 2018 and 2011 is outlined in the table below. v� S 4Z - ti Jr qO 2019 20117 F'�nslz:n 1=un8 Southwest Carpenters Pension Trust 95Z042875/OOl Green Carpenters Pension Trust Fund for Northern California {fl 94 6050970/001 Red Laborers Pension Trust fund for Northern Califnrrnla 94-62776MJ001 Green Carpenters Pension Trust Fund of St Loris 43-1622970/001 Green Construction Laborers Pension Trust Freed for southern CaMOrma 43-6159056/OO1 Green AN other plans in aggregate Green m ct� r efi^ c� If WA $ 3,921 S 2,182 No 6/30/2022- Red ImAewerded 3,165 1,912 No 6/30/2018 Yelfow implemented 2,997 2,383 No 613G/2019 Green N/A 1,845 2,030 No 4J30/2023 Green N/A 1,259 1,025 No 6/30/2022 4,951 3,517 Company's total muldemployer pension contributions $18,138 $13A49 (A) The 'ON/Pension Plan Number" column provides the Federal Employer Identification Number t" IW) Ltd the three - digit plan number, if applicable. (8) Unless otherwise noted, the most recent Pension Protection Act l"PPA") zone status available in 2018 and 2017 is for the plan's year-end status at December 31, 2017 and 2016, respectively. The zone status is based on information that the Company received from the plait and is certified by the plans actuary. Among other factors, plans where the PPA zone are in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 and 80 percent funded, and the plans in the green zone are at least $0 percent funded. (C) The "FIP/RP Status Pending/implemented" column indicates plans for which a Mami: = improvement plan i"File°) or a rehabilitation plan ("RP") is either pending or has been implemented. (0) Surcharge column indicates if a surcharge was paid by the employer to the plan. (E) The plan utilized the special 29-year amortization rules provided by the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 to amorrwe its losses from 2009. The plan recertified its zone status after using the amortization provisions of the law. The Carpenters Pension Trust Fund for Northern California has a collective bargaining agreement that will expire in 2019. This pension fund made up approximately 8 percent of the Company`s hourly labor force in 2018. The Laborers Pension Trust Fund for Northam California has a collective bargaining agreement that will expire in 2019. This pension fund made up approximately 6 percent of the Company's hourly labor farce in 2018. The Company did not provide more than 5 percent of the total contributions for the plans listed above. The Company currently has no intention of withdrawing from any multiemployer pension plans in which it participates - The Company contributes to various multiemployer health and welfare plans that cover bath active and retired employees. The Company's 2018 and 2017 contributions to these plans were $18,341 and $,13,780, respectively. The increase in multlemployer pension plan and health and welfare contributions from 2017 to 2018 resulted from normal workforce level fluctuations associated with construction project start-ups and completions and an overall increase in the Company's revenue- 19 i :Y1K �,11(1 Cy11 ,e ,r - ,;-) Holdings has a stock and synthetic equity incentive plan for the benefit of its employees and non -employee Directors and Advisory Directors (the °2OO8 Stock Plan). The plan perrnirs the issuance or common stock and SARs, subject to adjustment as provided in the specific plan documents. The 2008 Stock Plan includes a SAR Plan and a Phantom Share Unit Flan. The aggregate numbev of SAR shares and phantom share units that can be issued under the 2008 Stack flan is limited to 4,000, of which a Maximum of 500 can be phantom share units. As of December 31, 2018, 2,171 SAR shares ancr no phantom share units have been awa�ded under the 2008 Stock Plan. The 2008 Stock Plan will expire in March : 023. SARs awardad under the 2008 StocK Plan to employees general�r vest ratably, over a period of up to five years, and others vest immediately. BARS expire witOn five or ten years of the grant date or opon termination of employment, or in the case of Holding's nci-employee 9--ectors or Advisory Directors cessation of board service, whichever event is earlier_ Each SAR permits the holder to receive cash compensation, Hridings' common stock, or a combination thereof, at the sole disc-etion of Holdings, (rased on thF, appreciation in the fair value of holdings' common stock from the award date to the anniversary of to grant date. Details of Holdings' SARs areas follows: Year Ended member 31, 2018 2017 DutstarJing at beginning of period 1,702 1,6311 irantea 1" 173 t k'irl:l sed (162) (158) Cance!ed (34) f 12l Outstanding at end of period 1,654 1,702 The Company recorded compensation expense associated with SAR shares for the years enaed December 31, 2018 and 2017 of $21,575 and $32,136, respectively. Sto-:; Options: Stock options were awarded under another stock plan, (the "2004 Stock Plan"), which expired in November 2008, although certain awards made under that plan were outstanding at December 31, 2016. Options granted under ' the 2004 Stock Plan had exercise prices equal to the fair value of the stack can the date of grant. Options vested immediately or over various periods up to ten years and become exercisable upon vesting, however, options granted that qualified as an incentive stock option under the IRC were subject to certain annual limitations. Options expired within ten years from grant date or upon termination of employment, whichever event was earlier. All remaining awards under the 2004 Stock Plan were exercised in 2017. Details of Holdings' stock options are as follows: Year Frided December 31, 2019 2017 Outstanding at beginning of period — 114 Granted - - ---- Exercised — (114) Canceled — — Outstanding at end of period �— — The intrinsic value of Holdings' stack options exercised in the year ended December 31, 2017 was $10,831. 8. P: TED PiRUTY TRANSACTIONS In Lc.L-ompany F Y Ieoaal.iliurt A g.- effio,)L: The Company has a management agreement with Holdings to pay for certain administrative and operational expenses and other Holdings' sponsored insurance program expenses. The Company made net payments to Holdings of $132,839 and $101,189 in 2018 and 2017, respectively, under the management agreement. At December 31, 2018 and 2017, the Company had $10,244 and $16,159, r-.spectively, in due to affiliated companies with Holdings. The Company had no accounts payable with Holdings at December 31, 2018 or 2017. In 2018 and 2017, the Company declared and paid $49,500 and $45,300, respectively, in dividends to Holdings to fund Holdings' ESOP redemption obligations. . 21 9. COMMITMENTS AND CONTINGENCIES The Company has long-term operating leases for construction and office equipment, vehicles, and facilities. These teases are for varying terms and, in certain Instances, contain renewal options. Future minimum pc"yments under non -cancelable operating leases as of December 31, 2018 are as follows: 2019 $12,129 2020 11,558 2021 10,801 2022 9,831 2023 7,096 Thereafter 11.022 Rental expense for the operating leases for the years ended December 31.. 2018 and 2017 was $11,023 and $9,854, respectively. The Company is involved, both as a Oaimant and as a defendant, in various litigation incidental to its business. While in some igstances the amounus sought are substantial, in the o&ion of management, the resolution of the actions in which tt Is a defepdant are not expected to have a material adverse effect ca the Company's frnanciai position. AT ACbMrNT C Standard General Conditions for a CMAR Contract CMAR - CFW FOR HARMON ROAD STANDARD GENERAL CONDITIONS FOR A CVYAR AGREEMENT (Revised May, 2020) CITY OF PORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page I of 70 Revised May 2020 STANDARD GENERAL CONDITIONS OF A CMAR AGREEMENT TABLE OF CONTENTS Page Article 1 — Definitions and Terminology.......................................................................................................... 6 1.01 Defined Terms...............................................................................................................................6 1.02 Terminology.................................................................................................................................12 Article2 -- Preliminary Matters........................................................................................................................13 2.01 Copies of Documents...................................................................................................................13 2.02 Commencement of Contract Time; Notice to Proceed...............................................................13 2.03 Starting the Work.........................................................................................................................14 2.04 Before Starting Construction, Baseline Schedules......................................................................14 2.05 Preconstruction Conference.........................................................................................................14 2.06 Public Meeting...................................................................... .............................14 Article 3 — Contract Documents: Intent, Amending, Reuse ........................................................ 3.01 Intent................................................................................................................... • ...... 3.02 Reference Standards............................................................................................. 3.03 Reporting and Resolving Discrepancies................................................................... 3.04 Amending and Supplementing Contract Documents ............................................... 3.05 Reuse of Documents................................................................................................. 3.06 EIectronic Data.......................................................................................................... Article 4 — Availability of Lands; Subsurface and Physical Conditions; Flazardous Environmental Conditions; Reference Points............................................................................................ 4.01 Availability of Lands...................................................................................................... 4.02 Subsurface and Physical Conditions.............................................................................. 4.03 Differing Subsurface or Physical Conditions................................................................. 4.04 Underground Facilities................................................................................................... 4.05 Reference Points............................................................................................................. 4.06 Hazardous Environmental Condition at Site.................................................................. Article 5 — Indemnity, Bonds and Insurance.................................................................................................... 21 5.01 Indemnification................................................................................................................................ 21 5.02 Bonds............................................................................................................................................22 5.03 Certificates of Insurance..............................................................................................................23 5.04 Categories of Insurance............................................................................................................... 24 5.05 Insurance Requirements............................................................... • .................25 5.06 Acceptance of Bonds and Insurance; Option to Replace ......—.................................................2 7 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 2 of 70 Revised May 2020 Article 6 - CMAR's Responsibilities.............................................................................................•................ 27 6.01 Supervision and Superintendence............................................................................................... 27 6.02 Labor; Working Hours.................................................................................................................28 6.03 Solicitation of Construction- Phase Work..................................................................................28 6.04 Service, Material and Equipment.................................•-------.......................................................29 6.05 Project Schedule..........................................................................................................................29 6.06 Substitutes and "Or Equals ........................................................................................................... 30 6.07 Concerning Subcontractors, Suppliers, and Others...................................................................32 6.08 Wage Rates................................................................................................................................ 33 6.09 Patent Pees and Royalties............................................................................... 34 6.10 Permits and Utilities................................................................•--.................................................35 6.11 Laws and Regulations.................................................................................................................35 6.12 Taxes...........................................................................................................................................36 6.13 Use of Site and Other Areas.......................................................................................................36 6.14 Record Documents...................................................................................................................... 37 6.15 Safety and Protection .................................................................................................................. 37 6.16 Safety Representative......................................................................•---........................................38 6.17 Hazard Communication Programs.............................................................................................38 6.18 Emergencies and/or Rectification...............................................................................................38 6.19 Submittals and Samples...................................................................•----...................................39 6.20 Continuing the Work...................................................................................................................40 6.21 CMAR's General Warranty and Guarantee................................................................................40 6.22 Additional Professional Design Services..................................................................................41 6.23 Right to Audit.............................................................................................................................. 41 6.24 Nondiscrimination.......................................................................................................................42 Article 7 -- Other Work at the Site...................................................................................................................42 7.01 Related Work at Site...................................................................................................................42 7.02 Coordination................................................................................................................................43 Article 8 - City's Responsibilities ............. 8.01 Communications to CMAR...............................................................................•-•-......................43 8.02 Furnish Data................................................................................................................................43 8.03 Pay When Due...............................................•---.........................................................................43 8.04 Change Orders.............................................................................................................................44 8.05 Inspections, Tests, and Approvals.............................................................................................. 44 8.06 Limitations on City's Responsibilities.......................................................................................44 8.07 Undisclosed Hazardous Environmental Condition...................................................................44 Article 9 - City's Observation Status During Construction........................................................................... 44 9.01 City's Project Representative.....................................................................................................44 9.02 Visits to Site................................................................................................................................44 9.03 Authorized Variations in Work.................................................................................................. 45 9.04 Rejecting Defective Work.......................................................................................................... 45 9.05 Determinations for Work Performed..........................................................................................45 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 3 of 70 Revised May 2020 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work...................45 Article 10 - Changes in the Work; Claims; Extra Work................................................................................45 10.01 Authorized Changes in the Work...............................................................................................45 10.02 Unauthorized Changes in the Work...........................................................................................46 10.03 Execution of Change Orders.......................................................................................................46 10.04 Extra Work.................................................................................................................................. 46 10.05 Notification to Surety..................................................................................................................46 10.06 Contract Claims Process..................................................................................... ........................ 46 Article I I - Cost of the Work; Unit Price Work....................................................................................... 47 11.01 Cost of the Work.........................................................................................................................47 11.02 Unit Price Work........................................................................................................................53 11.03 Additional Compensation...........................................................................................................54 Article 12 - CMAR's Fee; Change of GMP; Change of Contract Time, Delays ....................................... 54 12.01 CMAR's Fee................................................................................................................................ 54 12.02 Change of GMP........................................................................................................................... 54 12.03 Change of Contract Time........................................................................................................... 55 12.04 Delays......................................................................................................55 Article 13 - Tests and Inspections; Correction, Removal or Acceptance of Defective Work ...................... 56 13.01 Notice of Defects............................................................................... ...56 13.02 Access to Work...........................................................................................................................56 13.03 Tests and Inspections..................................................................... 13.04 Uncovering Work........................................................................................................................57 13.05 City May Stop the Work............................................................................................................. 57 13.06 Correction or Removal of Defective Work................................................................................58 13.07 Correction Period........................................................................................................................ 58 13.08 Acceptance of Defective Work................................................................................................... 59 13.09 City May Correct Defective Work............................................................................................. 59 Article 14 - Payments to CMAR and Completion......................................................................................... 60 14.01 Schedule of Values...................................................................................................................... 60 14.02 Progress Payments...................................................................................................................... 60 14.03 CMAR's Warranty of Title........................................................................................................62 14.04 Partial Utilization................................................................................................. ..I............... 62 14.05 Final Inspection..........................................................................................................................63 14.06 Final Acceptance.........................................................................................................................63 14.07 Final Payment.............................................................................................................................. 63 14.08 Final Completion Delayed and Partial Retainage Release........................................................ 64 14.09 Waiver of Claims........................................................................................................................64 Article 15 - Suspension of Work and Termination........................................................................................ 64 15.01 City May Suspend Work.............................................................................................................64 15.02 City May Terminate for Cause................................................................................................... 65 CITY OF FORT WORTIi STANDARD CONSTRUCTION SPECIPCATION DOCUMENTS FOR CMAR PROJECTS Page 4 of 70 Revised May 2020 15.03 City May Terminate For Convenience ...................... Article 16 — Dispute Resolution..................................................... Article 17 —Miscellaneous ...................................................... 67 ...................................................... 69 17.01 Giving Notice..................................................................................................... 17.02 Computation of Times....................................................................................... 17.03 Cumulative Remedies........................................................................................ 17.04 Survival of Obligations...................................................................................... 17.05 Headings............................................................................................................. CITY OF FORT WORTH STANDARD CONSTRUCTION SPFCIFCATION DOCUMENTS FOR CMAR PROJFCTS Page 5 of 70 Revised May 2020 ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms Wherever used in these General Conditions or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof, and words denoting gender shall include the masculine, feminine and neuter. Said terms are generally capitalized or written in italics, but not always. When used in a context consistent with the definition of a listed - defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda —Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement --The written instrument memorializing the understanding between City and CMAR regarding prosecution of the Work. 3. Allowance —Funds, if any, reserved unto the Project by the City for City's use, Unspent Allowance is not eligible for any incentive payment. Any remaining Allowance upon completion of the project shall revert to City and is not applied to the final Cost of Work. Work paid for by Allowance will be subject to Construction Phase Fee as applied in CMAR's Application for Payment. 4, Application for Payment —The form acceptable to City which is to be used by CMAR during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 5. Asbestos —Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Award — Authorization by the City Council for the City to enter into an Agreement. 7. Bid —The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 8. Bidder —The individual or entity who submits a Bid directly to CMAR. CMAR may be a Bidder should it seek to self perforin portions of the Work. 9. Bidding Documents —The Bidding Requirements and the proposed Contract Documents (including all Addenda). 10. Bidding Requirements --The advertisement or Invitation to Bid, Instructions to Bidders, Bid security of acceptable form, if any, and the Bid Form with any supplements. CITY OF PORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 6 of70 Revised May 2020 11. Business Day -- A business day is defined as a day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City. 12. Business Diversity Enterprise Ordinance - the City's Business Diversity Enterprise Ordinance #20020- 12-2011 (City Code Chapter 20, Article X), as amended. 13. Buzzsaw — City's on-line, electronic document management and collaboration system. 14. Calendar Day — A day consisting of 24 hours measured from midnight to the next midnight. 15. Change Order A document, which is prepared and approved by the City, which is signed by CMAR, Engineer and City and authorizes an addition, deletion, or revision in the overall Work or an adjustment in the G.MP or the Contract Time, issued on or after the Effective Date of the Agreement. 16. City— The City of Fort Worth, Texas, a Texas home -rule municipal corporation, acting by its governing body through its City Manager, his/her designee, or agents authorized under his/her behalf, and is the entity with whom CMAR has entered into the Agreement and for whom the Work is to be performed. 17. City Attorney -- The officially appointed City Attorney of the City of Fort Worth, Texas, or her duly authorized representative. 18. City Council - The duly elected and qualified governing body of the City of Fort Worth, Texas. I9. City Manager — The officially appointed and authorized City Manager of the City of Fort Worth, Texas, or his duly authorized representative. 20. CMAR — A sole proprietorship, partnership, corporation, or other legal entity that assumes the risk for construction, rehabilitation, alteration, or repair of a facility for a negotiated price as a general contractor and provides consultation to the City regarding construction during and after the design of the facility. 21. CMAR Contingency - CMAR's GMP shall include a Contingency for CMAR's exclusive use, with City's written approval, which approval shall not be unreasonably withheld, to cover those costs considered reimbursable as a Cost of Work but not included in a Change Order. . 22. Contract Claim --A demand or assertion by City or CMAR seeking an adjustment of the GMP, Cost of Work or Contract Time or other relief with respect to the terms of the Agreement. A demand for money or services by a third party is not a Contract CIaim. 23. Contract Documents The entire contract consisting of the Agreement, the Request for Proposals, CMAR's Proposal, the Construction Documents, and any exhibits thereto, and other necessary documents as may be indicated by the City whether specifically attached hereto or provided separately. Approved Submittals, other submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 24. Contract Time The number of days or the dates stated in the Agreement to: (i) achieve CITY OF FORT WORTII STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 7 of 70 Revised May 2020 Milestones, if any, and (ii) complete the Work so that it is ready for Final Acceptance. 25. Construction Documents -Those written or electronic documents indicating the basic scope of work as set forth by the Engineer, Engineer's formal construction documents, Drawings and Specifications, including materials, and work package(s) bid documents. 26. Construction Phase Fee — See definition in Agreement, Article 2. 27, Construction Phase Services — Those services to be provided by CMAR as defined in the RFP and the CMAR's Proposal. 28. Cost of Work— The actual costs incurred to perform the Work. See Section 11.01 of these General Conditions for details of included and excluded costs which CMAR shall consider when developing the CMAR's fees and costs. 29. Damage Claims — A demand for money or services arising from the Project or Site from a third party, City, CMAR or Subcontractor exclusive of a Contract Claim. 30. Day or day — A day, unless otherwise defined, shall mean a Calendar Day. 31. Director of'Aviation — The officially appointed Director of the Aviation Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 32. Director of Parks and Recreation Department — The officially appointed Director of the Parks and Recreation Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 33. Director of Planning and Development The officially appointed Director of the Planning and Development Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 34. Director of Transportation and Public Works -- The officially appointed Director of the Transportation and Public Works Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 35. Director of Water Department --- The officially appointed Director of the Water Department of the City of Fort Worth, Texas, or his duly appointed representative, assistant, or agents. 36. Drawings — That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by CMAR or Subcontractor. Submittals are not Drawings as so defined. 37. Effective Date of the Agreement — The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed by the City Manager, 38. Engineer ---- The licensed professional engineer or engineering firm registered in the State of Texas performing professional services for the City. CITY OF PORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 8 of 70 Revised May 2020 39. Extra Work -- Additional work made necessary by changes or alterations . of the Contract Documents or of quantities or for other reasons for which no prices are provided in the Contract Documents. Extra Work shall be incorporated into the Work. 40. Field Order — A written order approved by City, often on recommendation by the CMAR, which requires changes in the Work but which does not involve a change in.the GMP, Contract Time, or the intent of the Engineer for the Project. Payment for Field Orders are paid from the Allowance or CMAR Contingency, if any, or other funding sources incorporated into the Agreement. 41. Final Acceptance — The written notice given by the City to the CMAR that the Work specified in the Contract Documents has been completed to the satisfaction of the City. 42. Final Inspection — Inspection carried out by the City to verify that the CMAR has completed the Work, and each and every part or appurtenance thereof, fully, entirely, and in conformance with the Contract Documents. 43. General Requirements Sections of Division I of the Contract Documents. 44. General Conditions Costs — Those costs which support CMAR's prosecution of the Work as found in Section 11.01 Cost of Work. 45. Guaranteed Maximum Price (GMP) - The maximum cost to the City for the Work as established by the CMAR according to the Contract Documents and as approved by the City. The GMP may contain a contingency amount ("CMAR Contingency") for CMAR's use with City review and approval. 46. Hazardous Environmental Condition The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, or other materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto. 47. Hazardous Waste Hazardous waste is defined as any solid waste listed as hazardous or possesses one or more hazardous characteristics as defined in the federal waste regulations, as amended from time to time. 48. Laws and Regulations Any and all applicable Iaws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 49. Liens —Charges, security interests, or enewnbrances upon Project funds, real property, or personal property. 50. Liquidated Damages. A specified sum of money that, for each calendar day that any work shall remain uncompleted after the time specified in the Agreement, will be deducted from the monies due the CMAR, not as a penalty, but as liquidated damages suffered by the City. 51. Major Item — An Item of work included in the Contract Documents that has a total cost equal to or greater than 5% of the original Subcontractor's Price or $25,000 whichever is less. CITY OF FORT WORTH STANDARD CONSTRUCTION SPFCIFCATION DOCUMENTS FOR CMAR PROJECTS Page 9 of70 Revised May 2020 52. MBE - A business concern located in the Marketplace (as defined in the Business Diversity Enterprise Ordinance) meeting the following criteria: is at least 51 percent owned by one or more minority persons, or, in the case of any publicly owned business, at least 51 percent of the stock is owned by one or more minority persons; and management and daily business operations are controlled by one or more minority persons who own it. 53. MBE Utilization Plan — The CMAR's plan to address the diverse MBE goal for use when bids or proposals are sought from trade contractors or subcontractors for performance of all major elements of the Work. 54. Milestone A principal event specified in the Contract Documents relating to an intermediate Contract Time prior to Final Acceptance of the Work. 55. Notice of Award The written notice by City to the successful Proposer stating that upon timely compliance by the successful Proposer with the conditions precedent listed therein, City will execute the Agreement. 56. Notice to Proceed —A written notice given by City to CMAR fixing the date on which the Contract Time will commence to run and on which CMAR shall start to perform the Work specified in Contract Documents. 57. Open Book Price The price of subcontracts and purchases, the site expenses for superintendence and professional services directly supporting the construction effort plus agreed overhead and profit. 58. PCBs Polychlorinated biphenyls. 59. Petroleum —Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -Hazardous Waste and crude oils. 60. Plans -- See definition of Drawings. 61. Pre -Construction Phase Cost — see definition in Agreement, Article 2. 62. Pre -Construction Phase Services — Those services to be provided by CMAR as defined in the RFP. 63. Project --The Work to be performed under the Contract Documents. 64. Project Schedule —A schedule, prepared and maintained by CMAR, in accordance with the General Requirements, describing the sequence and duration of the activities comprising the CMAR's plan to accomplish the Work within the Contract Time. 65. Project Representative The authorized representative of the City who will be assigned to the Project. The Project Representative is not a City inspector for purposes of inspecting detailed aspects of the construction phase of the Work. 66. Proposal -- A Proposer's response to the RFP issued by the City to solicit a CMAR to perform CMAR services. CITY OF PORT WORTH STANDARD CONSTRUCTION SPFCIFCATION DOCUMENTS FOR CMAR PROJECTS Page 10 of 70 Revised May 2020 67. Proposer — A CMAR Firm which submits a Proposal. 68. Public Meeting — An announced meeting conducted by the City and/or CMAR to facilitate public participation and to inform the public of the Project. 69. Radioactive Material Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 US Section 2011 et seq.) as amended from time to time. 70. Regular Working Hours — Hours beginning at 7:00 a.m. and ending at 6:00 p.m., Monday thru Friday (excluding legal holidays). 71. Request for Proposals (RFP) -- A request by the City issued to qualified CMAR Firms for Proposals to perform CMAR services for the Project. 72. Retainage The amount of money, on a percentage basis, identified in the Agreement to be withheld by City from each of CMAR's progress payments 73. Samples Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will bejudged. 74. Schedule of Submittals —A schedule, prepared and maintained by CMAR, of required submittals and the time requirements to support scheduled performance of related construction activities. 75. Schedule of Values A schedule prepared and maintained by CMAR, allocating portions of the Project Price to various portions of the Work and used as the basis for reviewing CMAR Applications for Payment. 76. Site Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights -of -way, permits, and easements for access thereto, and such other lands furnished by City which are designated for the use of CMAR in furtherance of the Project. 77. Specifications ---That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. Specifications may be specifically made a part of the Contract Documents by attachment or, if not attached, may be incorporated by reference. 78. Subcontractor —An individual or entity, whether one or more, at whatever tier, having a direct contract with the CMAR or with any other Subcontractor for the performance of a part of the Work. 79. Subcontractor's Price —The moneys payable by CMAR to a Subcontractor for completion of their portion of the Work in accordance with the Construction Documents. 80. Submittals —All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for CMAR and submitted to City by CMAR to illustrate CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page I I of 70 Revised May 2020 some portion of the Work. 81. Substantial Completion — The stage in the progress of the Project when the Work (or designated portion thereof) is sufficiently complete in accordance with the Contract Documents so that the City can utilize the Project (or a designated portion thereof) for its intended use. 82. Successful Bidder The Bidder submitting the lowest and most responsive Bid and to whom CMAR makes an award of a contract, unless otherwise directed by City. 83. Superintendent — The representative of the CMAR who is available at all times and able to receive instructions from the City and to act for the CMAR. 84. Supplementary Conditions —That part of the Contract Documents which amends or supplements these General Conditions. 85. Supplier A manufacturer, fabricator, supplier, distributor, material man, or vendor having a direct contract with CMAR or with any Subcontractor to furnish materials or equipment to be incorporated in the Work. 86. Underground Facilities —All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to, those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 87. Unit Price Work —See Paragraph 11.03 of these General Conditions for definition. 88. Weekend Working Hours Hours beginning at 9:00 a.m. and ending at 5:00 p.m., Saturday, Sunday or legal holiday, as approved in advance by the City. 89. Work —The labor, materials, equipment, and services necessary to perform the construction -phase, or the various separately identifiable parts thereof, as required by the Contract Documents. Work includes and is the result of performing or providing all other services, and documentation necessary to perform such construction including any Change Order or Field Order, and furnishing, installing, and incorporating all materials and equipment into such construction, as required by the Contract Documents. 90. Working Day — A working day is defined as a day, not including Saturdays, Sundays, or legal holidays authorized by the City for contract purposes, in which weather or other conditions not under the control of the CMAR will permit the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7 a.m. and 6 p.m. 1.02 TerminologT A. The words and terms discussed in Paragraph 1.02.B through E are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. Intent of Certain Terms or Adjectives: CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCi JMENTS FOR CMAR PROJECTS Page 12 of 70 Revised May 2020 I. The Contract Documents include the terms "as allowed," "as approved," "as ordered," "as directed" or terms of Iike effect or import to authorize an exercise of judgment by City. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of City as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). C. Defective: The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents; or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to City's written acceptance. D. Furnish, Install, Perform, Provide, Supply: The word "Furnish" or the word "Install" or the word "Perform" or the word "Provide" or the word "Supply," or any combination or similar directive or usage thereof, shall mean furnishing and incorporating in the Work including all necessary labor, materials, equipment, and everything necessary to perform the Work indicated, unless specifically limited in the context used. E. Common Construction Terms: Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Copies of Documents City shall furnish to CMAR one (1) original executed copy and one (1) electronic copy of the Agreement and Contract Documents, and up to four (4) additional copies of the Drawings, as requested by CMAR. Additional copies will be furnished upon request at the cost of reproduction. 2.02 Commencement of Contract Time; Notice to Proceed The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 14 days after the Effective Date of the Agreement. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 13 of 70 Revised May 2020 2.03 Starting the Work CMAR shall begin compensable performance of the design -phase portion of the Work on the date when the Contract Time commences to run. No construction -phase Work shall be done at the Site prior to the date on which the City approves the final design of the Work, unless an early works package, whether one or more, is requested and permission is specifically granted by the City. 2.04 Before Starting Construction, Baseline Schedules CMAR shall submit to City its schedule in accordance with the Contract Documents, and prior to starting the Work. No progress payment shall be made to CMAR until acceptable schedules are submitted to City in accordance with the Schedule Specification as provided in the Contract Documents. 2.05 Preconstruction Conference Before any construction -phase Work at the Site is started, the CMAR shall attend a Preconstruction Conference as specified in the Contract Documents. 2.06 Public Meeting CMAR may not mobilize any equipment, materials or resources to the Site prior to CMAR attending the Public Meeting as scheduled by the City. ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one is as binding as if required by a]l. B. It is the intent of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called. for, at no additional cost to City. C. Clarifications and interpretations of the Contract Documents shall be issued by City. D. The Specifications may vary in form, format and style. Some Specification sections may be written in varying degrees of streamlined or declarative style and some sections may be relatively narrative by comparison. Omission of such words and phrases as "the Contractor shall," "in conformity with," "as shown," or "as specified" are intentional in streamlined. sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The CMAR or Subcontractor shall not take advantage of any variation of form, format or style in making Contract Claims. CITY OF PORT WORTH STANDARD CONSTRUCTION SPECII'CATION DOCUMENTS FOR CMAR PROJECTS Page 34 of 70 Revised May 2020 E. The cross referencing of specification sections under the subparagraph heading "Related Sections include but are not necessarily limited to:" and elsewhere within each Specification section is provided as an aid and convenience. The CMAR or Subcontractor shall not rely on the cross referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not the cross referencing is provided in each section or whether or not the cross referencing is complete. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of City, CMAR, or any of their subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to City or any of its officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. CMAR's and Subcontractor's Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, CMAR and relevant Subcontractors shall carefully study and compare the Contract Documents and check and verify pertinent figures therein against all applicable field measurements and conditions. CMAR shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy which CMAR discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from City before proceeding with any Work affected thereby. 2. CAMP's o r Subcontractor's Review of Contract Documents During Performance of Work: If, during the performance of the Work, CMAR or Subcontractors discover any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) any standard, specification, manual, or code, or (c) any instruction of any Supplier, then CMAR shall promptly report it to City in writing. CMAR shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.18.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 15 of 70 Revised May 2020 3. CMAR shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless CMAR had actual knowledge thereof. B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and the provisions of any standard, specification, manual, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents). 2. In case of discrepancies, figured dimensions shall govern over scaled dimensions, Plans shall govern over Specifications, Supplementary Conditions shall govern over General Conditions and Specifications, and quantities shown on the Plans shall govern over those shown in the proposal. 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by a Change Order. B. The requirements of the Contract Documents may be supplemented and minor variations and deviations in the Work not involving a change in GMP or Contract Time, may be authorized, by one or more of the following ways: 1. A Field Order; 2. City's review of a Submittal (subject to the provisions of Paragraph 6.19.C); or 3. City's written interpretation or clarification. 3.05 Reuse of Documents A. Any Subcontractor or Supplier shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer, including electronic media editions; or 2. reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of City and specific written verification or adaptation by Engineer. B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Agreement. Nothing herein shall preclude CMAR from retaining copies of the Contract Documents for record purposes. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Pagc 16 of 70 Revised May 2020 3.06 Electronic Data A. Unless otherwise stated in the Supplementary Conditions, the data furnished by City or Engineer to CMAR, or by CMAR to City or Engineer, that may be relied upon are limited to the printed copies included in the Contract Documents {also known as hard copies) and other Specifications referenced and located on the City's Buzzsaw site. Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4 -- AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. City shall furnish the Site. City shall notify CMAR of any encumbrances or restrictions not of general application but specifically related to use of the Site with which CMAR must comply in performing the Work. City will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or easements. Any outstanding right-of-way and/or easements are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the CMAR in accordance with the Contract Documents must consider any outstanding right-of-way, and/or easements. 2. The City has or anticipates removing and/or relocating utilities. Any outstanding removal or relocation of utilities is anticipated in accordance with the schedule set forth in the ,Supplementary Conditions. The Project Schedule submitted by the CMAR in accordance with the Contract Documents must consider any outstanding utilities to be removed, adjusted, and/or relocated by others. B. Upon reasonable written request, City shall furnish CMAR with a current statement of record legal title and legal description of the lands upon which the Work is to be performed. C. CMAR shall provide for all additional lands and access thereto that may be required for construction facilities or storage of materials and equipment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 17 of 70 Revised May 2020 1. those reports known to City of explorations and tests of subsurface conditions at or contiguous to the Site; and 2. those drawings known to City of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities). B. Limited Reliance by CMAR on Technical Data Authorized.• CMAR may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. CMAR may not make any Contract Claim against City, or any of its officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for CMAR's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by CMAR, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. any CMAR interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information. 4.03 Differing Subsurface or Physical Conditions A. Notice: If CMAR believes that any subsurface or physical condition that is uncovered or revealed either: 1, is of such a nature as to establish that any "technical data" on which CMAR is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then CMAR shall, immediately after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.1 S.A), notify City in writing about such condition. B. Possible Price and Time Adjustments CMAR shall be entitled to an adjustment in the GMP or Contract Time if: 1. CMAR did not know of the existence of such conditions at the time CMAR made a final CITY OF FORT WORIE STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 18 of70 Revised May 2020 commitment to City with respect to GMP and Contract Time, by the submission of a Bid, or becoming bound under a negotiated contract; or 2. the existence of such condition could not reasonably have been discovered or revealed as a result of the examination of the Contract Documents or the Site; or 3. CMAR gave the written notice as required by .paragraph 4.03.A. 4.04 Underground Facilities A. Shown or Indicated.• The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to City or Engineer by the owners of such Underground Facilities, including City, or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 1. City and Engineer shall not be responsible for the accuracy or completeness of any such information or data provided by others; and 2. The cost of all of the following will be included in the GMP, and CMAR shall have full responsibility for: a. reviewing and checking all such information and data; b. locating all Underground Facilities shown or indicated in the Contract Documents; c. coordination and adjustment of the Work with the owners of such Underground Facilities, including City, during construction; and d. the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or Indicated.• 1. If an Underground Facility which conflicts with the Work is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, CMAR shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.18.A), identify the owner of such Underground Facility and give notice to that owner and to City. City will review the discovered Underground Facility and determine the extent, if any, to which a change may be required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. CMAR shall be responsible for the safety and protection of such discovered Underground Facility. 2. If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 19 of 70 Revised May 2020 3. Verification of existing utilities, structures, and service lines shall include notification of all utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary. 4.05 Reference Points CMAR shall provide engineering surveys to establish reference points for construction, which are necessary to enable CMAR to proceed with the Work. CMAR will provide construction stakes or other customary method of marking to establish line and grades for roadway and utility construction, centerlines and benchmarks for bridgework. CMAR shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations. CMAR shall report to City whenever any reference point or property monument requires relocation because of necessary changes in grades or locations. CMAR shall be responsible for the replacement or relocation of reference points or property monuments destroyed by the CMAR or Subcontractor. 4.46 Hazardous Environmental Condition at Site A. Reports and Drawings: The Supplementary Conditions identify those reports and drawings known to City relating to Hazardous Environmental Conditions that have been identified at the Site. B. Limited Reliance by CMAR on Technical Data Authorized: CMAR may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. CMAR may not make any Contract Claim against City, or any of its officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for CMAR's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by CMAR and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any CMAR interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions or information. C. CMAR shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. CMAR shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by CMAR, Subcontractors, Suppliers, or anyone else for whom CMAR is responsible. D. If CMAR encounters a Hazardous Environmental Condition or if CMAR or anyone for whom CMAR is responsible creates a Hazardous Environmental Condition, CMAR shall immediately: (i) secure or otherwise isolate such condition; (h) stop all work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.18.A); and CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 20 of 70 Revised May 2020 (iii) verbally notify City (and promptly thereafter confirm such notice in writing). City may consider the necessity to retain a qualified expert to evaluate such condition or take corrective action, if any. When the Hazardous Environmental Condition has been rendered harmless — whether by the CMAR or City's separate remediation contractor, the work in the affected area shall resume upon written notice by the City to CMAR. For such verified Hazardous Environmental Conditions that CMAR encounters that are not within CMAR's scope of work, the Contract Time shall be extended appropriately and a Change Order shall be negotiated for reasonable costs of shut -down, delay and restart. E. CMAR shall not be required to resume Work in connection with such condition or in any affected area until after City has obtained any required permits related thereto and delivered written notice to CMAR: (i) specifying that such condition and any affected area is or has been rendered suitable for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed. F. If after receipt of such written notice CMAR does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then City may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. City may have such deleted portion of the Work performed by City's own forces or others. G. To the fullest extent permitted by Laws and Regulations, CHAR shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by CHAR or by anyone for whom CHAR is responsible. Nothing in this Paragraph shall obligate CHAR to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. H. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE S — INDEMNITY, BONDS AND INSURANCE 5.01 Indemnification - CMAR COVENANTS AND AGREES TO, AND DOES HEREBY ASSUME LIABILITY, INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY - ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE WORK TO BE PERFORMED UNDER THE AGREEMENT, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ANY ACT, OMISSION OR NEGLIGENCE ON THE PART OF THE OFFICERS, AGENTS, SERVANTS, EMPLOYEES, LICENSEES OR INVITEES OF CITY CMAR LIKEWISE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY AND HOLD CITY HARMLESS FROM AND AGAINST ANY AND ALL INJURIES, LOSS, OR DAMAGES TO PROPERTY OF CITY ARISING OUT OF OR IN CONNECTION WITH, CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 21 of 70 Revised May 2020 DIRECTLY OR INDIRECTLY, THE WORK TO BE PERFORMED UNDER THE AGREEMENT, WHETHER ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM, IN WHOLE OR INPART, ANYAND ALL ALLEGED ACTS OR OMISSIONS OF CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, LICENSEES OR INVITEES. THE INTENT OF THIS PARAGRAPH IS TO REQUIRE CMAR TO INDEMNIFY THE CITY FOR ITS SOLE OR CONCURRENT NEGLIGENCE. 5.02 Bonds All bonds and insurance required by the Contract Documents to be purchased and maintained by CMAR shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. Performance, Payment, and Maintenance Bonds A. If a fixed contract amount or GMP has not been determined at the time the Agreement is awarded, the penal sums of the performance and payment bonds must each be in an amount equal to the construction budget. B. The CMAR shall, not later than the tenth day after the CMAR executes the Agreement, deliver to the City payment and performance bonds or a bid bond or other financial security acceptable to City to ensure that the CMAR will furnish the payment and performance bonds prior to commencement of the construction Work. No payment or performance bond is required for the design portion of the Agreement. The payment and performance bonds shall each be on a form acceptable to the City and in compliance with Texas Government Code Chapter 2253 and be in the name of the City. C. Maintenance bond(s), valid for two years from the Substantial Completion date of the construction Work, shall be procured and provided by the CMAR to City prior to final acceptance of the Work. Maintenance bond(s) shall be on a form acceptable to and in the name of and in favor of the City. D. All payment, performance and maintenance bonds issued shall be provided by a surety in accordance with Texas Gov't Code 2253. No sureties will be accepted by the City that are at the time of issuance in default or delinquent on any bonds or which are interested in any litigation against the City. Should any surety on the contract be determined unsatisfactory at any time by the City, notice will be given to the CMAR to that effect and the CMAR shall immediately provide a new surety and bonds satisfactory to the City. All bonds signed by an agent or attorney -in -fact must be accompanied by a sealed and dated power of attorney which shall show that it is effective on the date the agent or attorney -in -fact signed each bond. E. If the surety on any bond furnished by CMAR is declared bankrupt or becomes insolvent or its right to do business in the State of Texas is terminated or it ceases to meet the requirements of Paragraph 5.02.D, CMAR shall promptly notify City and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 22 of 70 Revised May 2020 with the requirements of Paragraphs 5.01 and 5.02.D. 5.03 Certificates ofInsurance CMAR shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by City or any other additional insured) which CMAR is required to purchase and maintain. 1. The certificate of insurance shall document the City, and all identified entities named in the Supplementary Conditions as "Additional Insured" on all Iiability policies. 2. The CMAR's general liability insurance shall include a, "per project" or "per location", endorsement, which shall be identified in the certificate of insurance provided to the City. 3. The certificate shall be signed by an agent authorized to bind coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers' compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of City is required. 5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City. In addition, the CMAR agrees to waive all rights of subrogation against the Engineer (if applicable, and except related to any Builders' Risk insurance provided by CMAR), and each additional insured identified in the Supplementary Conditions. 6. Failure of the City to demand such certificates or other evidence of full compliance with the insurance requirements or failure of the City to identify a deficiency from evidence that is provided shall not be construed as a waiver of CMAR's obligation to maintain such lines of insurance coverage. 7. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If coverage is underwritten on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the effective date of the agreement and the certificate of insurance shall state that the coverage is claims -made and the retroactive date. The insurance coverage shall be maintained for the duration of the Agreement and for three (3) years following Final Acceptance provided under the Contract Documents or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 9. Policies shall have no exclusions by endorsements which neither nullify or amend the CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 23 of 70 Revised May 2020 required lines of coverage, nor decrease the Iimits of said coverage unless such endorsements are approved in writing by the City. In the event a contract has been awarded and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the CMAR or Subcontractor to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 10. Any self -insured retention (SIR) in excess of $25,000.00 affecting required insurance coverage shall be approved by the City in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, must also be approved by City. 11. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City. The City shall be required to provide prior notice of 90 days, and the insurance adjustments shall be incorporated into the Agreement by amendment. 12. City shall be entitled, upon written request and without expense, to receive copies of policies and endorsements thereto. 13. City shall not be responsible for the direct payment of insurance premium costs for CMAR's insurance. 5.04 Categories of Insurance A. Workers Compensation and Employers' Liability. CMAR shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers' Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from CMAR's performance of the Work and CMAR's other obligations under the Contract Documents, whether it is to be performed by CMAR, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable for: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Subcontractor's employees. B. Commercial General Liability. Coverage shall include but not be limited to covering liability (bodily injury or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury, and liability under an insured contract. Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other Crf'Y OF PORT WORTH STANDARD CONSTRUCTION SYECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 24 of 70 Revised May 2020 insurance or self-insurance programs afforded to the City. The Commercial General Liability policy, shall have no exclusions by endorsements that would alter of nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained with the policy, unless the City approves such exclusions in writing. For construction projects that present a substantial completed operation exposure, the City may require the CMAR to maintain completed operations coverage for a minimum of no less than three (3) years following the completion of the project (if identified. in the Supplementary Conditions). C. Automobile Liability. A commercial business auto policy shall provide coverage on "any auto', defined as autos owned, hired and non -owned and provide indemnity for claims for damages because bodily injury or death of any person and or property damage arising out of the work, maintenance or use of any motor vehicle by the CMAR, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable. D. Railroad Protective Liability. If any of the work or any warranty work is within the limits of railroad right-of-way, the CMAR shall comfy with the requirements identified in the Supplementary Conditions. E. Notification of Policy Cancellation: CMAR shall immediately notify City upon cancellation or other loss of insurance coverage. CMAR shall stop work until replacement insurance has been procured. There shall be no time credit for days not worked pursuant to this section. 5.05 Insurance Requirements A. Preconstruction Phase Services: 1. CMAR shall not commence work under this Agreement until it has obtained all insurance required as specified herein and the City has approved such insurance, Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 25 of 70 Revised May 2020 2. Additional Insurance Requirements a. Except for employer's Iiability insurance coverage under CMAR's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on CMAR's insurance policies. b. Certificates of insurance shall be delivered to the City's Project Representative at the address specified prior to commencement of Work. 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 A: VI1 or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. .CMAR'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. i. In the course of the Agreement, CMAR shall report, in a timely manner, to City's Project Representative any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. j. CMAR's liability shall not be limited to the specified amounts of insurance required herein. B. Construction Phase: The limits of liability for the required insurance shall provide the following coverages for not less than the following amounts or greater where required by laws and regulations: Workers' Compensation: Statutory limits Employer's liability $100,000 each accident/occurrence $100,000 Disease - each employee $500,000 Disease - policy limit CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 26 470 Revised May 2020 Commercial General Liability: Commercial General Liability shall be on a per project basis covering the CMAR with minimum limits of: $1,000,000 each occurrence $2,000,000 aggregate limit The policy must have an endorsement (Amendment -- Aggregate Limits of Insurance) making the General Aggregate Limits apply separately to each job site or each work package, if more than one. The Commercial General Liability Insurance policies shall provide "X", "C", and "U" coverage's. Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. Automobile Liability: A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non -owned and shall be in an amount not less than the following amounts: $1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at least: $250,000 Bodily Injury per person / $500,000 Bodily Injury per accident / $100,000 Property Damage 5.06 Acceptance of Bonds and Insurance; Option to Replace If City has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the CMAR in accordance with this Article 5 on the basis of non-conformance with the Contract Documents, the City shall so notify the CMAR in writing within IO Business Days after receipt of the certificates (or other evidence requested). CMAR shall provide to the City such additional information in respect of insurance provided as the City may reasonably request. If CMAR does not purchase or maintain all of the bonds and insurance required by the Contract Documents, the City shall notify the CMAR in writing of such failure prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. ARTICLE 6 -- CMAR'S RESPONSIBILITIES 6.01 Supervision and Superintendence A. CMAR shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. CMAR shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 27 of 70 Revised May 2020 B. At all times during the progress of the Work, CMAR shall assign a competent, EngIish- speaking, Superintendent who shall not be replaced without written notice to City. The Superintendent will be CMAR's representative at the Site and shall have authority to act on behalf of CMAR. All communication given to or received from the Superintendent shall be binding on CMAR. C. CMAR shall notify the City 72 hours prior to moving on site for the commencement of construction -phase Work. 6.02 Labor; Working Hours A. CMAR shall provide competent, suitably qualified personnel to perform construction as required by the Contract Documents. CMAR shall at all times maintain good discipline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during Regular Working Hours. CMAR will not permit the performance of Work beyond Regular Working Hours or for Weekend Working Hours without City's written consent (which will not be unreasonably withheld). Written request (by letter or electronic communication) to perform Work: 1. for beyond Regular Working Hours request must be made by noon at Ieast two (2) Business Days prior; 2. for Weekend Working Hours request must be made by noon of the preceding Thursday; 3. for legal holidays request must be made by noon two Business Days prior to the legal holiday. 6.03 Solicitation of Construction -Phase Work. A. CMAR shall publicly advertise for bids or proposals and receive bids or proposals from trade contractors or subcontractors for the performance of all major elements of the Work other than minor work that may be included in the Construction Documents. CMAR may seek to self - perform portions of the Work by submitting its Bid or proposal for those portions of the work in the same manner as all other trade contractors or subcontractors and upon a determination by City that the CMAR's laid or proposal provides the best value for the City. B. The CMAR shall review all trade contractor or subcontractor Bids or proposals in a manner that does not disclose the contents of the Bid or proposal during the selection process to a person not employed by the CMAR, Engineer or City. All Bids or proposals shall be made available to the City on request and to the public after the later of the award of the contract or the seventh day after the date of final selection of bids or proposals. If the CMAR reviews, evaluates, and recommends to the City a Bid or proposal from a trade contractor or subcontractor but the City requires another Bid or proposal to be accepted, City shall compensate the CMAR by a change in price, time, or GMP for any additional cost and risk that the CMAR incurs because of the CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 28 of 70 Revised May 2020 City's requirement that another Bid or proposal be accepted. C. If a selected trade contractor or subcontractor defaults in the performance of its work or fails to execute a contract after being so selected, the CMAR may fulfill, without advertising, the contract requirements or select a replacement trade contractor or subcontractor to fulfill the contract requirements. CMAR self -performance under this section does not directly absolve CMAR from its MBE Utilization Plan requirements. 6.04 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, CMAR shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, required testing, start-up, and completion of the Work. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. If required by City, CMAR shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment to be incorporated into the Work shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. D. All items of standard equipment to be incorporated into the Work shall be the latest model at the time of Agreement, unless otherwise specified. 6.05 Project Schedule A. CMAR shall adhere to the Project Schedule established in accordance with Paragraph 2.04 and the General Requirements as it may be adjusted from time to time as provided below. 1. CMAR shall submit to City for acceptance (to the extent indicated in Paragraph 2.04 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. CMAR shall submit to City a monthly Project Schedule with a monthly progress payment for the duration of the Agreement in accordance with the schedule specification 0 132 16. 3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Time may only be made by a Change Order. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 29 of 70 Revised May 2020 6.06 Substitutes and "Or -Equals" A. Whenever an item of material or equipment is specified or described in the Construction Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that: no like, equivalent, or "or -equal" item or no substitution is permitted, other items of material or equipment of other Suppliers may be submitted to City by CMAR for review under the circumstances described below. 1. "Or -Equal" Items: If in City's sole discretion an item of material or equipment proposed by CMAR is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by City as an "or -equal" item, in which case review and approval of the proposed item may, in City's sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.06.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. The City determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; and 3) it has a proven record of performance and availability of responsive service; and b. CMAR certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the City or increase in Contract Time; and 2) it will conform substantially to the detailed requirements of the item named in the Construction Documents. 2. Substitute Items: a. If in City's sole discretion an item of material or equipment proposed by CMAR does not qualify as an "or -equal" item, it may be submitted as a proposed substitute item. b. CMAR shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by City from anyone other than CMAR. c. CMAR shall make written application to City for review of a proposed substitute item of material or equipment that CMAR seeks to furnish or use. The application shall comply with Section 01 25 00 and: CITY OF FOM' WORTH STANDARD CONSTRUCTION S PECIFCA'110N DOCT MSNTS FOR CMAR PROJECTS Page 30 of 70 Revised May 2020 1) shall certify that the proposed substitute item will: a) perform adequately the functions and achieve the results called for by the general design; b) be similar in substance to that specified; c) be suited to the same use as that specified; and 2) will state: a) the extent, if any, to which the use of the proposed substitute item will prejudice CMAR's achievement of final completion on time; b) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with City for other work on the Project) to adapt the design to the proposed substitute item; c) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; and 3) will identify: a) all variations of the proposed substitute item from that specified; b) available engineering, sales, maintenance, repair, and replacement services; and 4) shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and Damage CIaims of other contractors affected by any resulting change. S. Substitute Construction Methods or Procedures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, CMAR may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by City. CMAR shall submit sufficient information to allow City, in City's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. CMAR shall make written application to City for review in the same manner as those provided in Paragraph 6.06.A.2. C. City's Evaluation: City will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.06.A and 6.06.13. City may require CMAR to furnish additional data about the proposed substitute. City will be the sole judge of acceptability. No "or -equal" or substitute will be ordered, installed or utilized until City's review is complete, which will be evidenced by a Change Order in the case of a substitute and an accepted Submittal for an "or -equal." City will advise CMAR in writing of its determination. CITY OF FORT WORTH STANDARD CONSTRUCTION SPCCIFCATION DOCUMENTS FOR CHAR PROJECTS Page 31 of70 Revised May 2020 D. Special Guarantee: City may require CMAR to furnish at CMAR's expense a warranty with respect to any substitute. CMAR shall indemnify and hold harmless City and anyone directly or indirectly employed by them from and against any `and all claims, damages, losses and expenses (including attorneys' fees) arising out of the use of substituted materials or equipment. E. City's Cost Reimbursement: City will record City's costs in evaluating a substitute proposed or submitted by CMAR pursuant to Paragraphs 6.06.A.2 and 6.06.B. Whether or not City approves a substitute so proposed or submitted by CMAR, CMAR may be required to reimburse City for evaluating each such proposed substitute. CMAR may also be required to reimburse City for the charges for making changes in the Contract Documents (or in the provisions of any other direct contract with City) resulting from the acceptance of each proposed substitute. F. CMAR's Expense: CMAR shall provide all data in support of any proposed substitute or "or- equal" at CMAR's expense. G. City Substitute Reimbursement: Costs (savings or charges) attributable to acceptance of a substitute shall be incorporated to the Agreement by Change Order. H. Time Extensions: No additional time will be granted for substitutions. 6.07 Concerning Subcontractors, Suppliers, and Others A. Business Diversity Enterprise Ordinance Compliance: It is a City requirement to ensure the full and equitable participation by Minority and Small Business Enterprises (MBE) (SBE) in the procurement of goods and services pursuant to the Business Diversity Enterprise Ordinance. If the Contract Documents provide for an MBE and/or SBE goal, CMAR is required to comply with the City's Business Diversity Ordinance by doing the following: 1. CMAR shall provide complete and accurate information regarding actual work performed by an MBE and/or SBE on the contract and payment therefor. 2. CMAR's or Subcontractor's failure to make payments as provided by state law shall, in addition to any other remedies provided by law, authorize City to withhold future payments and/or reject future bids from the CMAR or Subcontractor until compliance with the Business Diversity Enterprise Ordinance is attained. 3. CMAR will not make additions, deletions, or substitutions of accepted MBE/SBE firms without written consent of the City. Any unjustified change or deletion shall be a material breach of the Agreement and may result in disciplinary action in accordance with the procedures outlined in the Business Diversity Enterprise Ordinance. 4. CMAR shall, upon request by City, allow an audit and/or examination of any books, records, or files in the possession of the CMAR that will substantiate the actual work performed by an MBE and/or SBE. Material misrepresentation of any nature may be grounds for termination of the Agreement in accordance with Paragraph 15.02.A. Any such misrepresentation may subject CMAR to disciplinary action in accordance with the procedures outlined in the Business Diversity Enterprise Ordinance. CITY OF FORT"WORTH STANDARD CONSTRUCTION SPECIFCA TION DOCUMENTS FOR CMAR PROJECTS Page 32 of 70 Revised May 2020 B. CMAR shall be fully responsible to City for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as CMAR is responsible for CMAR's own acts and omissions. Nothing in the Contract Documents shall: 1. create for the benefit of any such Subcontractor, Supplier, or other individual or entity, any contractual relationship between City and any such ,Subcontractor, Supplier or other individual or entity; nor 2. create any obligation on the part of City to pay or to see to the payment of any monies due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. C. CMAR shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with CMAR. D. AlI Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work shall communicate with City through CMAR. E. All Work performed for CMAR by a Subcontractor or Supplier will be pursuant to an appropriate agreement between CMAR and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of City. 6.08 Wage Rates A. Duty to pay Prevailing Wage Rates. The CMAR shall comply with all requirements of Chapter 2258, Texas Government Code (as amended), including the payment of not less than the rates determined by the City Council of the City of Fort Worth to be the prevailing wage rates in accordance with Chapter 2258. Such prevailing wage rates are included in these Contract Documents. B. Penalty for Violation. CMAR or any Subcontractor who does not pay the prevailing wage shall, upon demand made by the City, pay to the City $60 for each worker employed for each calendar day or part of the day that the worker is paid less than the prevailing wage rates stipulated in these Contract Documents. This penalty shall be retained by the City to offset its administrative costs, pursuant to Texas Government Code 2258.023. C. Complaints of Violations and City Determination of Good Cause. On receipt of information, including a complaint by a worker concerning an alleged violation of 2258.023, Texas Government Code, by a Subcontractor, the City shall make an initial determination, before the 31st day after the date the City receives the information, as to whether good cause exists to believe that the violation occurred. The City shall notify in writing the CMAR or Subcontractor and any affected worker of its initial determination. Upon the City's determination that there is good cause to believe the CMAR or Subcontractor has violated Chapter 2258, the City shall CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATfON DOCUMENTS FOR CMAR PROTECTS Page 33 of 70 Revised May 2020 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. D. Arbitration Required if Violation Not Resolved. An issue relating to an alleged violation of Section 2258.023, Texas Government Code, including a penalty owed to the City or an affected worker, shall be submitted to binding arbitration in accordance with the Texas General Arbitration Act (Civil Practice and Remedies Code Chapter 171 et seq.) if the CMAR or Subcontractor and any affected worker does not resolve the issue by agreement before the 15th day after the date the City makes its initial determination pursuant to Paragraph C above. If the persons required to arbitrate under this section do not agree on an arbitrator before the 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. E. Records to be Maintained. The CMAR 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 naive and occupation of each worker employed by the CMAR or Subcontractor in the construction of the Work provided for in this Agreement; and (ii) the actual per diem wages paid to each worker. The records shall be open at all reasonable hours for inspection by the City. The provisions of Paragraph 6.23, Right to Audit, shall pertain to this inspection. F. Progress Payments. With each progress payment or payroll period, whichever is more frequent, the CMAR shall submit an affidavit stating that the CMAR has complied with the requirements of Chapter 2258, Texas Govermnent Code. G. Posting of Wage Rates. The CMAR shall post prevailing wage rates in a conspicuous place at all times. H. Subcontractor Compliance. A Subcontractor shall include in its subcontracts and/or shall otherwise require all of its subcontractors to comply with Paragraphs A through G above. 5.09 Patent Fees and Royalties A. CMAR shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by City in the Contract Documents. Failure of the City to disclose such information does not relieve the CMAR from its obligations to pay for the use of said fees or royalties to others. B. To the fullest extent permitted by Laws and Regulations, CMAR shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not CITY OF PORT WORTH STANDARD CONSTRUCTION SPFCIFCATIONI DOCUMENTS FOR CMAR PROJECTS Page 34 of 70 Revised May 2020 limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.10 Permits and Utilities A. CMAR obtained permits and licenses. CMAR shall obtain and pay for all construction permits and licenses except those provided for below, in the Supplementary Conditions, or Contract Documents. City shall assist CMAR, when necessary, in obtaining such permits and licenses. CMAR shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement, except for permits provided by the City as specified in 6.10.B. City shall pay all charges of utility owners for connections providing permanent service to the Work. B. City obtained permits and licenses. City will obtain and pay for all permits and licenses as provided for below, in the Supplementary Conditions, or Contract Documents. It will be the CMAR's responsibility to carry out the provisions of the permit. If the CMAR initiates changes to the Work beyond the scope of any City -acquired permit, the CMAR is responsible for obtaining clearances and coordinating with the appropriate regulatory agency. The City will not reimburse the CMAR for any cost associated with these additional requirements of any City - acquired permit. The following are permits the City will obtain if required: 1. Texas Department of Transportation Permits 2. U.S. Army Corps of Engineers Permits 3, Texas Commission on Environmental Quality Permits 4. Railroad Company Permits 6.11 Laws and Regulations A. CMAR shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, the City shall not be responsible for monitoring CMAR's compliance with any Laws or Regulations. B. If CMAR performs any Work knowing that it is contrary to Laws or Regulations, CMAR shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be CMAR's responsibility to make certain that the Construction Documents are in accordance with Laws and Regulations, but this shall not relieve CMAR of CMAR's obligations under Paragraph 3.02. C. Changes in Laws or Regulations not known at the time of opening of Bids having an effect on CITY OF FORT WORTH STAN DARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 35 of 70 Revised May 2020 the cost or time of performance of the Work may be the subject of an adjustment in Subcontractor's Price, Cost of Work or Contract Time. 6.12 Taxes A. On a contract awarded by the City, an organization which qualifies for exemption pursuant to Texas Tax Code, Subchapter H, Sections 151.301-335 (as amended), the CMAR may purchase, rent or lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to his supplier an exemption certificate in lieu of the tax, said exemption certificate to comply with State Comptroller's Ruling .007. Any such exemption certificate issued to the CMAR in lieu of the tax shall be subject to and shall comply with the provision of State Comptroller's Ruling .011, and any other applicable rulings pertaining to the Texas Tax Code, Subchapter H. B. Texas Tax permits and information may be obtained from: L. Comptroller of Public Accounts Sales Tax Division Capitol Station Austin, TX 78711; or 2. http://www.window.state.tx.us/taxinfo/taxforms/43-forrns.html 6.13 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. CMAR shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. CMAR shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. 2. At any time when, in the judgment of the City, the CMAR has obstructed or closed or is carrying on operations in a portion of a street, right-of-way, or easement greater than is necessary for proper execution of the Work, the City may require the CMAR to finish the section on which operations are in progress before work is commenced on any additional area of the Site. 3. Should any Damage Claim be made by any such owner or occupant because of the performance of the Work, CMAR shall promptly attempt to resolve the Damage Claim. 4. CMAR shall indemnify and hold harmless City from and against all claims, costs, losses, and damages arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against City. CITY OF FORT WORTH STANDARD CONS'rR1UCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 36 of 70 Revised May 2020 B. Removal of Debris During Performance of the Work: During the progress of the Work CMAR shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Site Maintenance Cleaning: 24- hours after written notice is given to the CMAR that the clean-up on the job site is proceeding in a manner unsatisfactory to the City, and if the CMAR fails to correct the unsatisfactory procedure, the City may take such direct action as the City deems appropriate to correct the clean-up deficiencies cited to the CMAR in the written notice (by letter or electronic communication), and the costs of such direct action, plus 25 % of such costs, shall be deducted from the monies due or to become due to the CMAR. D. Final Site Cleaning: Prior to Final Acceptance of the Work, CMAR shall clean the Site and the Work and make it ready for utilization by City or adjacent property owner. At the completion of the Work, CMAR shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition or better all property disturbed by the Work. E. Loading Structures: CMAR shall not load nor pen -nit any part of any structure to be loaded in any manner that will endanger the structure, nor shall CMAR subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.14 Record Documents A. CMAR shall maintain in a safe place at the Site or in a place designated by the CMAR and approved by the City, one (1) record copy of all Drawings, Specifications, Addenda, Change Orders, Field Orders, and written interpretations and clarifications in good order and annotated to show changes made during construction. These record documents together with all approved Samples and a counterpart of all accepted Submittals will be available to City for reference. Upon completion of the Work, these record documents, any operation and maintenance manuals and Submittals will be delivered to City prior to Final Inspection. CMAR shall include accurate locations for buried and imbedded items. 6.15 Safety and Protection A. CMAR shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractor(s) of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. CMAR shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 37 of70 Revised May 2020 pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction of the Work. B. CMAR shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. CMAR shall notify owners of adjacent property and owners of Underground Facilities and other utility owners when prosecution of the Work may affect them and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. CMAR shall comply with the applicable requirements of City's safety programs, if any. D. CMAR shall inform City of the specific requirements of CMAR's safety program, if any, with which City's employees and representatives must comply while at the Site. E. All damage, injury, or loss to any property referred. to in Paragraph 6.15.A.2 or 6.15.A.3 caused, in whole or in part, by CMAR, any Subcontractor, Supplier, or any other individual or entity employed by any of them to perform any of the Work, or anyone for whose acts any of them may be Iiable, shall be remedied by CMAR. F. CMAR's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and City has accepted the Work. 6.16 Safety Representative CMAR shall inform City in writing of CMAR's designated safety representative at the Site. 6.17 Hazard Communication Programs CMAR shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers in accordance with Laws or Regulations. 6.18 Emergencies andlor Rectification A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, CMAR is obligated to act to prevent threatened damage, injury, or loss. CMAR shall give City prompt written notice if CMAR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If City determines that a change in the Contract Documents is required because of the action taken by CMAR in response to such an emergency, a Change Order may be issued. B. Should the CMAR fail to respond to a request from the City to rectify any discrepancies, omissions, or correction necessary to conform with the requirements of the Contract Documents, the City shall give the CMAR written notice that such work or changes are to be performed. The written notice shall direct attention to the discrepant condition and request the CMAR to take remedial action to correct the condition. In the event the CMAR does not take positive steps to fulfill this written request, or does not show just cause for not taking the proper action, within 24 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 38 of 70 Revised May 2020 hours, the City may take such remedial action with City forces or by contract. The City shall deduct an amount equal to the entire costs for such remedial action, plus 25%, from any funds due or become due the CMAR on the Project. 6.19 Submittals and Samples A. CMAR shall submit required Submittals a n d S a in p 1 e s to City for review and acceptance. Each Submittal or Sample shall be uniquely identified. 1. Submit three copies of any Submittal unless otherwise specified in the Supplemental Conditions. 2. Data shown on the Submittals will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show City the services, materials, and equipment CMAR proposes to provide and to enable City to review the information for the Iimited purposes required by Paragraph 6.19.C. 3. Submittals submitted as herein provided by CMAR and reviewed by City for conformance with the design concept shall be executed in conformity with the Contract Documents unless otherwise required by City. 4. When Submittals are submitted for the purpose of showing the installation in greater detail, their review shall not excuse CMAR from requirements shown on the Drawings and Specifications. 5. For -Information -Only Submittals upon which the City is not expected to conduct review or take responsive action shall be so identified. 6. Submit the required number of Samples as specified in the Supplemental Conditions. 7. CIearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as City may require to enable City to review the submittal for the limited purposes required by Paragraph 6.19.C. B. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to City's review and acceptance of the pertinent submittal will be at the sole expense and responsibility of CMAR. C. City's Review: 1. City will provide timely review of Submittals. City's review and acceptance will be only to determine if the items covered by the Submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole. 2. City's review and acceptance will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and acceptance CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROTECTS Page 39 of 70 Revised May 2020 of a separate item as such will not indicate approval of the assembly in which the item functions. 3. City's review and acceptance shall not relieve CMAR from responsibility for any variation from the requirements of the Contract Documents unless CMAR has complied with the requirements of Section 01 33 00 and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal. City's review and acceptance shall not relieve CMAR from responsibility for complying with the requirements of the Contract Documents. 6.20 Continuing the Work Except as otherwise provided, CMAR shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as City and CMAR may otherwise agree in writing. 6.21 CMAR's General Warranty and Guarantee A. CMAR warrants and guarantees to City that all Work will be in accordance with the Contract Documents and will not be defective. City and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on representation of CMAR's warranty and guarantee. B. CMAR's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than CMAR, Subcontractors, Suppliers, or any other individual or entity for whom CMAR is responsible; or 2. normal wear andtear under normal usage. C. CMAR's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents nor act as a release of CMAR's obligation to perform the Work in accordance with the Contract Documents: 1. observations by City; 2. recommendation or payment by City of any progress or fmal payment; 3, the issuance of a certificate of Substantial Completion or Final Acceptance by City or any payment related thereto by City; 4. use or occupancy of the Work or any part thereof by City; 5. any review and acceptance of a Submittal by City; CITY OF FORT WORTI I STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 40 of 70 Revised May 2020 6. any inspection, test, or approval by others; or 7. any correction of defective Work by City. D. The CMAR shall remedy any defects or damages in the Work that was not performed in accordance with the Contract Documents, and pay for any damage to other work or property resulting therefrom which shall appear within a period of two (2) years from the date of Substantial Completion of the Work and shall furnish a good and sufficient maintenance bond, complying with the requirements of Article 5.02.C. The City will give notice of observed defects with reasonable promptness. 6.22 Additional Professional Design Services A. CMAR will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out CMAR's responsibilities for construction means, methods, techniques, sequences and procedures. B. if professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of CMAR by the Contract Documents, City will specify all performance and design criteria that such services must satisfy. CMAR shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, and Submittals prepared by such professional. Submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to City. C. City shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by CMAR's design professionals. D. Pursuant to this Paragraph 6.21, City's review, if any, of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. City's review and acceptance of Submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.19.C. 6.23 Right to Audit A. The CMAR agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine and photocopy any directly pertinent books, documents, papers, and records of the CMAR involving transactions relating to this Agreement, except that any lump sum amounts or agreed -upon rates shall not be subject to audit. CMAR agrees that the City shall have access during Regular Working Hours to all necessary CMAR facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Paragraph. The City shall give CMAR reasonable advance notice of intended audits. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 41 of 70 Revised May 2020 B. CMAR further agrees to include in all its subcontracts hereunder a provision to the effect that the Subcontractor(s) agree that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine and photocopy any directly pertinent books, documents, papers, and records of such Subcontractor, involving transactions to the subcontract (except that any lump sum amounts or agreed -upon rates shall not be subject to audit), and further, that City shall have access during Regular Working Hours to all Subcontractor facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Paragraph. The City shall give Subcontractor reasonable advance notice of intended audits. C. CMAR and Subcontractor agree to photocopy such documents as may be requested by the City. The City agrees to reimburse CMAR or Subcontractor for the cost of the copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. 6.24 Nondiscrimination A. The City is responsible for operating Public Transportation Programs and implementing transit - related projects, which are funded in part with Federal financial assistance awarded by the U.S. Department of Transportation and the Federal Transit Administration (FTA), without discriminating against any person in the United States on the basis of race, color, or national origin. B. Title VI, Civil Rights Act of 1964 (the "Act") as amended CMAR shall comply with the requirements of the Act and the Regulations as further defined in the Supplementary Conditions for any project receiving Federal assistance. ARTICLE 7 -- OTHER WORK AT THE SITE 7.01 Related Work at Site A. City may perform other work related to the Project at the Site with City's employees, or other City contractors, or through other direct contracts therefor, or have other work performed by utility owners; and such other contractors shall be responsible for procuring their own property, liability or workers compensation insurance, and CMAR shall be named as primary additional insured on such policies (except workers compensation), and such policies shall include a waiver of subrogation in favor of CMAR. If such other work is not noted in the Contract Documents, then written notice thereof will be given to CMAR prior to starting any such other work. B. CMAR shall afford each other contractor who is a party to such a direct contract, each utility owner, and City, if City is performing other work with City's employees or other City contractors, proper and safe access to the Site, provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work, and properly coordinate the Work with theirs. CMAR shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. CMAR shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that CMAR may cut or alter others' work with the written consent of City and the others whose work will be affected. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 42 of70 Revised May 2020 C. If the proper execution or results of any part of CMAR's Work depends upon work performed by others under this Article 7, CMAR shall inspect such other work and promptly report to City in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of CMAR's Work. CMAR's failure to so report will constitute an acceptance of such other work as fit and proper for integration with CMAR's Work except for latent defects in the work provided by others. 7.02 Coordination A. If City intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Conditions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. B. UnIess otherwise provided in the Supplementary Conditions, City shall have authority for such coordination. ARTICLE 8 — CITY'S RESPONSIBILITIES 8.01 Communications to CMAR City shall issue all communications to CMAR. 8.02 Furnish Data City shall timely: A. Provide to CMAR all criteria and full information as to its requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design] and construction standards which the City will require to be included in the Project's design or other information required under the Contract Documents. B. Provide to CMAR all non -confidential technical data in its possession which it may lawfully release, including but not limited to, maps, surveys, drawings, soils or geotechnical reports, and any other information required by CMAR, all of which may be used and relied upon in performing services under the Agreement. 8.03 Pay When Due City shall make payments to CMAR in accordance with Article 14. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 43 of 70 Revised May 2020 8.04 Change Orders City shall execute Change Orders in accordance with Paragraph 10,03. 8.05 Inspections, Tests, and 1pprovals City's responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03, 8.06 Limitations on City's Responsibilities A. The City shall not supervise, direct, or have control or authority over, nor be responsible for, CMAR's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of CMAR to comply with Laws and Regulations applicable to the performance of the Work. City will not be responsible for CMAR's failure to perform the Work in accordance with the Contract Documents. B. City will notify the CMAR of any applicable City safety plans pursuant to Paragraph 6.15. 8.07 Undisclosed Hazardous Environmental Condition City's responsibility with respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 4.06. ARTICLE 9 — CITY'S OBSERVATION STATUS DURING CONSTRUCTION 9.01 City's Project Representative City will provide one or more Project Representative(s) for the duration of the Project. The duties and. responsibilities and the limitations of authority of City's Project Representative(s) during each phase of the Work are set forth in the Contract Documents. 9.02 Visits to Site A. City's Project Representative will make visits to the Site at intervals appropriate to the various stages of the Work as City deems necessary in order to observe the progress that has been made on the various aspects of the Work. Based on information obtained during such visits and observations, City's Project Representative will determine, in general, if the Work is proceeding in accordance with the Contract Documents. City's Project Representative will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. City's Project Representative's efforts will be directed toward providing City a greater degree of confidence that the completed Work will conform generally to the Contract Documents. B. City's Project Representative's visits and observations are subject to all the limitations on authority and responsibility in the Contract Documents including those set forth in Paragraph 8.06. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 44 of 70 Revised May 2020 9.03 Authorized Variations in Work City's Project Representative may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the GMP or the Contract Time and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on City and CMAR, who shall perform the Work involved promptly. 9.04 Rejecting Defective Work City will have authority to reject Work which City's Project Representative, in conjunction with input from City inspectors, believes to be defective, or will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing of the Work as provided in Article 13, whether or not the Work is fabricated, installed, or completed. 9.05 Determinationsfor Work Performed CMAR will determine the actual quantities and classifications of Work performed. City's Project Representative will review with CMAR the preliminary determinations on such matters before rendering a written recommendation. City's written decision will be final (except as modified to reflect changed factual conditions or more accurate data). 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. City will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. B. City will render a written decision on any issue referred. C. City's written decision on the issue referred will be final and binding on the CMAR, subject to the provisions of Paragraph 10.06. ARTICLE 10 — CHANGES IN THE WORK; CLAIMS; EXTRA WORK 10.01 Authorized Changes in the Work A. Without invalidating the Agreement and without notice to any surety, City may, at any time or from time to time, order Extra Work. Upon notice of such Extra Work, CMAR shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memorialized by a Change Order which may or may not precede an order of Extra work. B. For minor changes of Work not requiring a Change Order, but which may adjust Contract Time or Cost of Work, a Field Order may be issued by the City. CITY OF PORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 45 of 70 Revised May 2020 10.02 Unauthorized Changes in the Work CMAR shall not be entitled to an increase in the Cost of Work or an extension of the Contract Time with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.18. 10.03 Execution of Change Orders A. City and CMAR shall execute appropriate Change Orders covering: 1. changes in the Work which are: (i) ordered by City pursuant to Paragraph 10.01.A, (ii) required because of acceptance of defective Work under Paragraph 13.08 or City's correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. changes in the Subcontractor's Price or Contract Time which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed. 10.04 Extra Work A. Should a difference arise as to what does or does not constitute Extra Work, or as to the payment thereof, and the City insists upon its performance, the CMAR shall proceed with the work after making written request for written orders and shall keep accurate account of the actual reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to Paragraph 10.06. B. The CMAR shall furnish the City such installation records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a corrected set of plans showing the actual installation. C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be a full, complete and final payment for all costs CMAR incurs as a result or relating to the change or Extra Work, whether said costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the change or Extra Work. 10.05 Notification to Surety If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Cost of Work or Contract Time), the giving of any such notice will be CMAR's responsibility. The amount of each applicable bond will be adjusted by the CMAR to reflect the effect of any such change. 10.06 Contract Claims Process A. City's Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the City for decision. A decision by City shall be required as a condition CITY OF FORT WORTS T STANDARD CONSTRUCTION SPECIFCATION DOCOMENTS FOR CMAR PROJECTS Page 46 of 70 Revised May 2020 precedent to any exercise by CMAR of any rights or remedies it may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Contract Claims. B. Notice: 1. written notice stating the general nature of each Contract Claim shall be delivered by the CMAR to City no later than 15 days after the start of the event giving rise thereto. The responsibility to substantiate a Contract Claim shall rest with the party making the Contract Claim. 2. notice of the a.Inount or extent of the Contract Claim, with supporting data shall be delivered to the City on or before 45 days from the start of the event giving rise thereto (unless the City allows additional time for CMAR to submit additional or more accurate data in support of such Contract Claim). 3. a Contract Claim for an adjustment in GMP shall be prepared in accordance with the provisions of Paragraph 12.02. 4. a Contract Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.03. 5. each Contract Claim shall be accompanied by CMAR's written statement that the adjustment claimed is the entire adjustment to which the CMAR believes it is entitled as a result of said event. C. City's Action: City will review each Contract Claim and, within 30 days after receipt of the last submittal of the CMAR, if any, take one of the following actions in writing: 1. deny the Contract Claim in whole or in part; 2. approve the Contract Claim; or 3. notify the CMAR that the City is unable to resolve the Contract Claim if, in the City's sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Contract CIaim, such notice shall be deemed a denial. D. City's written action udder Paragraph 10.06.0 will be final and binding, unless City or CMAR invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. E. No Contract Claim for an adjustment in Cost of Work or Contract Time will be valid if not submitted in accordance with this Paragraph 10.06. ARTICLE II — COST OF THE WORK; UNIT PRICE WORK 11.01 Cost of Work A. Costs .Included: The term Cost of Work means the sum of all costs, except those excluded in CITY OF FORT WORTH STAN DARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 47 of 70 Revised May 2020 Paragraph 11.01.13, necessarily incurred and paid by CMAR in the proper performance of the Work. When the value of any Work is covered by a Change Order, the costs to be reimbursed to CMAR will be only those additional or incremental costs required because of the change in the Work. Such Cost of the Work shall not include any of the costs itemized in Paragraph 11.01.B, but shall include, but not be limited to, the following items: 1. payroll costs for employees in the direct employ of CMAR in the performance of the Work under schedules of job classifications agreed upon by City and CMAR . Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include; a. salaries with a 55% markup, or b. salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick Ieave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of Regular Working Hours, Weekend Working Hours, or legal holidays, shall be included in the above to the extent authorized by City. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field. services required in connection therewith. All cash discounts shall accrue to CMAR. All trade discounts, rebates, and refunds or returns from sale of surplus materials and equipment shall accrue to City and CMAR shall make provisions so that they may be obtained. Costs of materials described in this paragraph in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, shall be provided to the City at the completion of the Work or, at the City's option, shall be sold by the CMAR or returned to the supplier; amounts realized, if any, from such sales or returns shall be credited to the City as a deduction from the Cost of the Work. 3. Rentals of all construction equipment and machinery, and the parts thereof, whether rented from CMAR or others in accordance with rental agreements approved by City, and the costs of transportation, loading, unloading, assembly, dismantling, and. removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. 4. Payments made by CMAR to its Subcontractors for Work performed by Subcontractors. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined by the CMAR. a. Full rental cost for rented, leased, and/or owned equipment shall not exceed the rates listed in the Rental Rate Blue Book published by Equipment Watch, a unit of Penton CITY OF FORT WORT14 STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 48 of70 Revised May 2020 Media, Inc. ("Blue Book"), recent published edition in shall be used. as adjusted to the regional area of the Project. The most effect at the commencement of the actual equipment use b. Rates shall apply to equipment in good working condition. Equipment not in good condition, or larger than required, may be rejected by City's Project Representative or Engineer or accepted at reduced rates. c. Equipment in Use: Actual equipment use time documented by the Engineer shall be the basis that the equipment was on and utilized at the Project site. In addition to the leasing rate above, equipment operational costs shall be paid at the estimated operating cost, payment category (and the table below), and associated rate set forth in the Blue Book if not already included in the lease rate. The hours of operation shall be based upon actual equipment usage to the nearest full hour, as recorded by the Engineer. Blue Book Payment Actual Usage Category Less than 8 hours Hourly Rate S or more hours but less than Daily Rate 7 days 7 or more days but less than Weekly Rate 30 days 30 days or more Monthly Rate d. Equipment when idle (Standby): Idle or standby equipment is equipment on -site or in transit to and from the Work site and necessary to perform the Work under the modification but not in actual use. Idle equipment time, as documented by the Engineer, shall be paid at the leasing rate determined in Paragraph 11.O1.A.4.e., excluding operational costs. e. Where a breakdown occurs on any piece of equipment, payment shall cease for that equipment and any other equipment idled by the breakdown. If any part of the Work is shut down by the City, standby time will be paid during non -operating work hours if diversion of equipment to other Work is not practicable. Project Representative reserves the right to cease standby time payment when an extended shutdown is anticipated. S. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed by CMAR for services specifically related to the Work. 6. SupplementaI costs including the following: CITY OF PORT WORTH STANDARD CONSTRUCTION SPECIPCATION DOCUMENTS FOR CMAR PROJECTS Page 49 of 70 Revised May 2020 a. The proportion of necessary transportation, travel, and subsistence expenses of CMAR's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, dismantling and removal of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of CMAR. c. Sales, consumer, use, and other similar taxes related to the Work, and for which CMAR is liable not covered under Paragraph 6.12, as imposed by Laws and Regulations. d. Deposits lost for causes other than negligence of CMAR, any Subcontractor, or anyone directly or indirectly employed by any of their or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. Losses and damages (and related expenses) caused by damage to any of the Work that has been completed and accepted by the City, not compensated by insurance or otherwise, sustained by CMAR in connection with the performance of the Work, providedsuch losses and damages have resulted from causes other than the negligence of CMAR, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of City. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining CMAR's fee. If, however, any such loss or damage to the Work that has been accepted by Owner requires reconstruction and CMAR is placed in charge thereof, CMAR shall be paid for services, a fee proportionate to that stated in Paragraph 12.01. f. The cost of utilities, fuel, and sanitary facilities at the Site. g. Minor expenses such as long distance telephone calls, telephone, facsimile transmissions and communication services at the Site, reproduction costs, progress photography costs, costs of general office and similar supplies, postage, express delivery and courier services, and similar petty cash items in connection with the Work. h. The costs of premiums for all bonds CMAR is required by the Contract Documents to purchase and maintain; the cost of all subcontractor bonds and/or an agreed -upon rate for subcontractor default insurance; and insurance at an agreed -upon rate. i. Costs of removal of debris from the site. That portion of the reasonable travel and subsistence expenses of the CMAR's personnel incurred while traveling in discharge of duties connected with the Work in accordance with the CMAR's written policies for personnel at or below the level of Project Superintendent. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 50 of 70 Revised May 2020 k. Company owned trucks, trailers and equipment while directly engaged in performance of Work for this Project, excluding the purchase of new vehicles by CMAR or Subcontractors for this Project. 1. Deductibles and self -insured retention amounts associated with insurance. In. Fees and assessments for the building permit and for other permits, licenses and inspections for which the CMAR is required by the Contract Documents to pay. n. Fees of testing laboratories for tests required by the Contract Documents, except those related to nonconforming Work other than that for which payment is permitted by Paragraph t below. o. Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent or other intellectual property rights arising from such requirement by the Contract Documents and payments made in accordance with legal judgments or settlements against the CMAR resulting from such suits or claims, such payments made only with the City's consent; provided, however, that such costs of legal defenses, judgments and settlements shall not be included in the calculation of the CMAR's Fee or the Guaranteed Maximum Price and provided that such royalties, fees and costs are not excluded by provisions of the Contract Documents. p. Legal or mediation costs, other than those arising from disputes between the City and CMAR or reasonably incurred by the CMAR in the performance of the Work, except where covered under any indemnity by CMAR and only with the City's written permission. q. Reasonable expenses incurred in accordance with the CMAR's standard personnel policy for relocation and temporary living allowances of personnel required for the Work, in case it is necessary to relocate such personnel, for personnel below the level of Project Superintendent. r. Reasonable costs incurred by the CMAR in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons or property. s. Costs incurred by the CMAR in repairing or correcting damaged or nonconforming Work performed by the CMAR or its Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence or failure of the CMAR or the CMAR's employees, including supervisory, administrative or managerial personnel, to perform in accordance with the Contract Documents or by the failure of the CMAR's personnel to supervise adequately the Work of the subcontractors or suppliers, and only to the extent that the cost of repair or correction is not recoverable by the CMAR from insurance, its Subcontractors or its suppliers. t. Other costs incurred by the CMAR in performance of the Work if and to the extent CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIF'CATION DOCUMENTS FOR CMAR PROJECTS Page 51 of 70 Revised May 2020 approved in advance in writing by the City. u. Rental charges for temporary facilities, including site office trailer, office equipment, temporary facilities, temporary utilities, dumpsters and toilets. v. Mobilization and demobilization cost associated with Project. w. Project specific, on -site, safety inspection and related safety supplies and costs. x. Project specific, on site, quality control inspection and quality assurance and control costs. B. Costs Excluded. The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of CMAR.'s officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by CMAR, whether at the Site or in CMAR's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.01.A.1 or specifically covered by Paragraph 11.01.A.4, all of which are to be considered administrative costs covered by the CMAR's fee. 2. Expenses of CMAR's principal and branch offices other than CMAR's office at the Site. 3. Any part of CMAR's capital expenses, including interest on CMAR's capital employed for the Work and charges against CMAR for delinquent payments. 4. Costs due primarily to the negligence of CMAR , any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraphs 11.01.A. 6. The CMAR's capital expenses, including interest on the CMAR's capital employed for the Work. 7. Rental costs of machinery and equipment, except as specifically provided in Paragraph 11.01.A.3. 8. Liquidated damages assessed the CMAR by the City. 9. Data processing and software costs related to the Work. 10. Company owned, leased or rented trucks for personal use of those persons listed in Paragraph 11.01.B.1 above. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 52 of70 Revised May 2020 11. That portion of the reasonable travel and subsistence expenses of the CMAR's personnel incurred while traveling in the discharge of duties connected with the Work in accordance with the CMAR's written policies for personnel identified in Paragraph 14.01.B.I above. C. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.01.A and 11.01.B, CMAR will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to City an itemized cost breakdown together with supporting data. D. For all subcontracts, the CMAR shall ensure compliance with Texas law. E. Discounts, Rebates and Refunds: Cash discounts obtained on payments made by the CMAR shall accrue to the City if (1) before making the payment, the CMAR included them in an Application for Payment and received payment therefore from the City or (2) the City has deposited funds with the CMAR with which to make payments; otherwise, cash discounts shall accrue to the CMAR. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the City, and the CMAR shall make provisions so that they can be secured. Amounts which accrue to the City in accordance with the provisions of this paragraph shall be credited to the City as a deduction from the Cost of the Work. F Accounting Records: The CMAR shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under the Contract Documents; the accounting and control systems shall be satisfactory to the City. 11.02 Unit Price Work A. Where the Construction Documents provide that all or part of the Work is to be Unit Price Work, initially the GMP will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial GMP. Determinations of the actual quantities and classifications of Unit Price Work performed by CMAR will be made by City subject to the provisions of Paragraph 9.05. C. Work described in the Contract Documents, or reasonably inferred as required for a functionally complete installation, but not identified in the listing of unit price items shall be considered incidental to unit price work listed and the cost of incidental work included as part of the unit price. D. City may make an adjustment in the GMP in accordance with Paragraph 12.02 if. 1. the quantity of any item of Unit Price Work performed by CMAR differs materially and significantly from the estimated quantity of such item indicated in the Construction Documents; and 2. there is no corresponding adjustment with respect to any other item of Work. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECTFCATION DOCUMENTS FOR CHAR PROJECTS Page 53 of 70 Revised May 2020 E. Increased or Decreased Quantities: The City reserves the right to order Extra Work in accordance with Paragraph 10.01. 1. If the changes in quantities or the alterations do not significantly change the character of work lender the Contract Documents, the altered work may be paid for with allowance or contingency funds. 2. If the changes in quantities or alterations significantly change the character of work, the Agreement will be amended by a Change Order in accordance with Article 10. 4. A significant change in the character of work occurs when: a. the character of work for any item as altered differs materially in kind or nature from that in accordance with the Plans or the Construction Documents; or b. a Major Item of work varies by more than 25% from the original Plans or Construction Documents quantity. 5. When the quantity of work to be done under any Major Item of the Agreement is more than 125% of the original quantity stated in the Agreement, then either party may request an adjustment to the unit price on the portion of the work that is above 125%. 6. When the quantity of work to be done under any Major Item of the Agreement is less than 75% of the original quantity stated in the Agreement, then either party may request an adjustment to the unit price. 11.03 Additional Compensation. Where CMAR may be entitled to additional compensation, the calculation to determine such additional compensation shall not include any costs or expenses for any home -office overhead and expenses and shall be limited to the costs incurred at the Project Site, examples of which include: project site trailer, project site utility costs, project site supervision, Project Engineer (billed on hourly rate) and Project Manager (based on hourly rate) and like Project site specific costs. ARTICLE 12 — CMAR'S FEE; CHANGE OF CONTRACT TIME, DELAYS 12.01 CM4R's Fee The CMAR's Fee shall be as negotiated and memorialized in the Agreement. 12.02 Change of GMP A. The GMP may only be changed by a Change Order. B. The value of any Work covered by a Change Order will be determined as follows: 1, where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCA'rION DOCUMENTS FOR CMAR PROJECTS Page 54 of 70 Revised May 2020 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum or unit price plus CMAR's Construction Services Fee, and shall include the cost of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work; or 3. where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum or unit price is not reached under Paragraph 12.02.13.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus CMAR's Construction Services Fee. 4. the amount of credit to be allowed by CMAR to City for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a corresponding deduction in CMAR's Fee. 12.03 Change of Contract Time A. The Contract Time may only be changed by a Change Order. B. No extension of the Contract Time will be allowed for Extra Work or for a claimed delay unless the Extra Work or claimed delay is shown to be on the critical path of the Project Schedule or CMAR can show by critical path method analysis how the Extra Work or claimed delay adversely affects the critical path. 12.04 Delays A. Where CMAR is reasonably delayed in the performance or completion of any part of the Work due to delay beyond the control of CMAR, and that affected Work is within the Contract Time, the Contract Time may be extended in an amount equal to the time lost due to such delay if a Contract Claim is made therefor. Delays beyond the control of CMAR shall include, but not be limited to, acts or neglect by City or its Engineer or consultants, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics or abnormal weather conditions. B. If CMAR is delayed, City shall not be liable to CMAR for any claims, costs, losses, or damages (including but not Iimited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) sustained by CMAR on or in connection with any other project or anticipated project of CMAR. C. CMAR shall not be entitled to an adjustment in Cost of Work or Contract Time for delays within the control of CMAR. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of CMAR. D. The CMAR shall receive no compensation for delays or hindrances to the Work, except when direct and unavoidable extra cost to the CMAR is caused by the acts or neglect of the City or its Engineer or consultants, or utility owners or separate contractors, including without limitation the failure of the City to provide information or material, if any, which is to be furnished by the City. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 55 of 70 Revised May 2020 ARTICLE 13 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects. Notice of all defective Work of which City has actual knowledge will be given to CMAR. Defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work City, independent testing laboratories, and governmental agencies with jurisdictional interests shall have access to the Site and the Work at reasonable times for their observation, inspection, and testing. CMAR shall provide them proper and safe conditions for such access and advise them of CMAR's safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. CMAR shall give City timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. 1f Contract Documents, Laws or Regulations require any of the Work (or part thereof) to be inspected, tested, or approved by City, City shall assume responsibility for arranging and obtaining such independent inspections, tests, retests or approvals, pay all costs in connection therewith, and receive the required certificates of inspection or approval; excepting, however, those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall be paid as described in the Supplementary Conditions. C. CMAR shall be responsible for arranging and obtaining and shall pay all costs in connection with any additional inspections, tests, retests, or approvals required for City's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to CMAR's purchase thereof for incorporation in the Work. Such inspections, tests, retests, or approvals shall be performed by firms acceptable to City. D. City may arrange for the services of an independent testing laboratory ("Testing Lab") to perform any inspections or tests for any part of the Work, as determined solely by City. 1. City will coordinate such testing with CMAR; 2. Should any testing under this Section 13.03 D result in a "fail", "did not pass" or other similar negative result, the CMAR shall be responsible for paying for any and all retests. CMAR's cancellation without cause of City initiated testing shall be deemed a negative result and require a retest. 3. Any amounts owed for any retest under this Section 13.03 D shall be paid directly to the Testing Lab by CMAR. City will forward all invoices for retests to CMAR. CITY OF FORT WORTI3 STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 56 of 70 Revised May 2020 4. If CMAR fails to pay the Testing Lab, City will not issue Final Payment until the Testing Lab is paid. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by CMAR without written concurrence of City, CMAR shall, upon request by City, uncover such Work for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at CMAR's expense. G. CMAR shall have the right to make a Contract Claim regarding any retest or invoice issued under Section 13.03 D. 13.04 Uncovering Work A. If any Work is covered contrary to the Contract Documents or specific instructions by the City, it must, if requested by City, be uncovered for City's observation and replaced at CMAR's expense. B. If City considers it necessary or advisable that covered Work be obseived by City or inspected or tested by others, CMAR, at City's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as City may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. If it is found that the uncovered Work is defective, CMAR shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); or City shall be entitled to accept defective Work in accordance with Paragraph 13.08 in which case CMAR shall still be responsible for all costs associated with exposing, observing, and testing the defective Work. 2. ff the uncovered Work is not found to be defective, CMAR shall be compensated for costs and/or time directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. 13.05 City May Stop the Work If the Work is defective, or CMAR fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, City may order CMAR to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of City to stop the Work shall not give rise to any duty on the part of City to exercise this right for the benefit of CMAR, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 57 of 70 Revised May 2020 13.06 Correction or Removal of'Defective Work A. Promptly after receipt of written notice, CMAR shall correct all defective Work pursuant to an acceptable schedule, whether or not fabricated, installed, or completed, or, if the Work has been rejected by City, remove it from the Project and replace it with Work that is not defective. CMAR shall pay all claims, costs, additional testing, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). Failure to require the removal of any defective Work shall not constitute acceptance of such Work. B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, CMAR shall take no action that would void or otherwise impair City's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within two (2) years after the date of Substantial Completion, any Work is found to be defective, or if the repair of any damages to the land or areas made available for CMAR's use by City or permitted by Laws and Regulations as contemplated in Paragraph 6.1 LA is found to be defective, CMAR shall promptly, without cost to City and in accordance with City's written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by City, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If CMAR does not promptly comply with the terms of City's written instructions, or in an emergency where delay would cause serious risk of loss or damage, City may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by CMAR. C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Contract Documents. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work may be required to be extended for an additional period of six months after the end CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 58 of 70 Revised May 2020 of the initial correction period. City shall provide 30 days written notice to CMAR should such additional warranty coverage be required. CMAR may dispute this requirement by filing a Contract Claim. C. CMAR's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work If, instead of requiring correction or removal and replacement of defective Work, City prefers to accept it, City may do so. CMAR shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) attributable to City's evaluation of and determination to accept such defective Work and for the diminished value of the Work to the extent not otherwise paid by CMAR. If any such acceptance occurs prior to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Cost of Work reflecting the diminished value of Work so accepted. 13.09 City May Correct Defective Work A. If CMAR fails within a reasonable time after written notice from City to correct defective Work, or to remove and replace rejected Work as required by City in accordance with Paragraphl3.06.A, or if CMAR fails to perfonn the Work in accordance with the Contract Documents, or if CMAR fails to comply with any other provision of the Contract Documents, City may, after seven (7) days written notice to CMAR, correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, City shall proceed expeditiously. In connection with such corrective or remedial action, City may exclude CMAR from all or part of the Site, take possession of all or part of the Work and suspend services related thereto, and incorporate in the Work all materials and equipment incorporated in the Work, stored at the Site or for which City has paid CMAR but which are stored elsewhere. CMAR shall allow City, City's representatives, agents, consultants, employees, and City's other contractors, access to the Site to enable City to exercise the rights and remedies under this Paragraph 13.09. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.09 will be charged against CMAR, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and City shall be entitled to an appropriate decrease in the Cost of Work. D. CMAR shall not be allowed an extension of the Contract Time because of any delay in the performance of the Work attributable to the exercise of City's rights and remedies under this Paragraph 13.09. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 59 of 70 Revised May 2020 ARTICLE 14 — PAYMENTS TO CMAR AND COMPLETION 14.01 Schedule of Values The Schedule of Values will serve as the basis for progress payments and will be incorporated into an Application for Payment acceptable to City. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments: 1. CMAR is responsible for providing all information as required to become a vendor of the City. 2. CMAR shall submit to City for review an Application for Payment filled out and signed by CMAR covering the Work completed as of the date of the Application for Payment and accompanied by such supporting documentation as is required by the Contract Documents. The CMAR's Fee for overhead and profit shall be payable on a monthly basis, prorated as a percentage of the Contract Time expended. 3. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that CMAR, o n b e h a l f o f City, has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate insurance or other arrangements to protect City's interest therein, all of which must be satisfactory to City. 4. Beginning with the second Application for Payment, it and each subsequent Application for Payment shall include an affidavit from CMAR stating that previous progress payments received on account of the Work have been applied on account to discharge CMAR's legitimate obligations associated with prior Applications for Payment. 5. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. B. Review of Applications for Payment: 1. City will, within 30 days after receipt of each Application for Payment, either indicate in writing a recommendation of payment or return the Application for Payment to CMAR indicating reasons for refusing payment. In the latter case, CMAR may make the necessary corrections and resubmit the Application for Payment. 2. City's processing of any payment requested in an Application for Payment will be based on City's observations of the executed Work, and on City's review of the Application for Payment and the accompanying data and schedules, that to the best of City's knowledge: CITY OF FORT WORTIO STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 60 of70 Revised May 2020 a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Work performed under Paragraph 9.05, and any other qualifications stated in the recommendation). 3. Processing any such payment will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to City in the Contract Documents; or b. there may not be other matters or issues between the parties that might entitle CMAR to be paid additionally by City or entitle City to withhold payment to CMAR, or c. CMAR has complied with Laws and Regulations applicable to CMAR's performance of the Work. 4. City may refuse to process the whole or any part of any payment due to evidence or the results of inspections or tests, to such extent as may be necessary to protect City from loss because: a. the Work is defective, or the completed Work has been damaged by the CMAR or Subcontractors, requiring correction or replacement; b. discrepancies in quantities contained in the current or previous Applications for Payment; c. the Cost of Work has been reduced by Change Orders; d. City has been required to correct Defective Work or complete Work in accordance with Paragraph 13.09; or e. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. C. Payment: 1. CMAR will be paid pursuant to the requirements of this Article 14 and payment of any undisputed portion of an Application for Payment will become due within 30 days of the receipt of the Application for Payment. 2. Upon failure by City to so pay, CMAR may suspend performance of Work (whichever phase), or in the event any Application for Payment remains unpaid for ninety days on the basis of non-performance on the part of the City, to terminate this Agreement. Interest at the CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 61 of70 Revised May 2020 rate of two percent per annum shall be payable on any amounts which are not in dispute but are unpaid by City after sixty days after receipt of an Application for Payment. When such progress payments are restored, unless terminated as provided for herein, CMAR shall resume providing all agreed -upon Services. D. Reduction in Payment: 1. City may refuse to make payment of the amount requested because: a. Liens have been filed in connection with the Work, except where CMAR has delivered a specific bond satisfactory to City to secure the satisfaction and discharge of such Liens; b. there are other items entitling City to a setoff against the amount recommended; or c. City has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.O2.B.4.a through 14.O2.B.4.e or Paragraph 15.O2.A. 2. If City refuses to make payment of the amount requested, City will give CMAR written notice stating the reasons for such action and shall pay CMAR any amount remaining after deduction of the amount so withheld. City shall pay CMAR the amount so withheld, or any adjustment thereto agreed to by City and CMAR, when CMAR remedies the reasons for such action. 14.03 CAMR's Warranty of Title CMAR warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to City no later than the time of payment free and clear of all Liens. 14.04 Partial Utilization A. Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which City, determines constitutes a separately functioning and usable part of the Work that can be used by City for its intended purpose without significant interference with CMAR's performance of the remainder of the Work. City at any time may notify CMAR in writing to permit City to use or occupy any such part of the Work which City and CMAR determine to be ready for its intended use, subject to the following conditions: 1. CMAR at any time may notify City in writing that CMAR considers any such part of the Work ready for its intended use. 2. Within a reasonable time after notification, City and CMAR shall make an inspection of that part of the Work to determine its status of completion. If City does not consider that part of the Work to be substantially complete, City will notify CMAR in writing giving the reasons therefor. 3. Partial Utilization will not constitute Final Acceptance by City. CITY OF FORT WORTH STANDARD CONSTRUCTION SPFCIFCATION DOCUMENTS FOR CMAR PROJECTS Page 62 of 70 Revised May 2020 14.05 Final Inspection A. Upon written notice from CMAR that the entire Work is complete in accordance with the Contract Documents City will: 1. within 10 days schedule a Final Inspection with CMAR; and 2. no later than 10 days thereafter, notify CMAR in writing of all particulars which the Final Inspection reveals that the Work is incomplete or defective. CMAR shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. B. No time charge will be Made against the CMAR between the date the written notice to the City is issued and the date of Final Inspection. Should the City determine that the Work is not ready for Final Inspection, City will notify the CMAR in writing of the reasons and Contract Time will resume. 14.06 Final Acceptance Upon completion by CMAR, to City's satisfaction, of any additional Work identified in the Final Inspection, City will issue to CMAR a letter of Final Acceptance. 14.07 Final Payment A. Application for Final Payment: 1. Upon receipt of a letter of Final Acceptance, CMAR may make an application for final payment following the procedure for progress payments in accordance with the Contract Documents. 2. The final Application for Payment shall be accompanied by: a. all documentation called for in the Contract Documents (except as previously delivered), including but not limited to the evidence of insurance required by Paragraph 5.03; b. consent of the surety, if any, to final payment; c. a list of all pending or released Damage Claims against City that CMAR believes are unsettled; and d. affidavits of payments and complete and legally effective releases or waivers (satisfactory to City) of all Lien rights arising out of any Liens filed in connection with the Work. B. Payment Becomes Due: 1. After City's acceptance of the Application for Final Payment and accompanying documentation, and: CITY OF FORT WORTFI STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 63 of 70 Revised May 2020 a. after subtracting previous payments made; and b. after subtracting any sum(s) to which the City is entitled, including but not limited. to liquidated damages; and c. after all Damage Claims have been resolved: i) directly by the CMAR; or ii) CMAR provides evidence that the Damage Claim has been reported to Subcontractor's insurance provider for resolution; then d. Final Payment will become due and payable. 2. The making of the final payment by the City shall not relieve the CMAR of any guarantees or other requirements of the Contract Documents which specifically continue thereafter. 14.08 Final Completion Delayed and Partial Retainage Release A. if final completion of the Work is significantly delayed, and if City so confirms, City may, upon receipt of CMAR's Application for Final Payment, and without terminating the Agreement, make payment of the balance due for that portion of the Work fully completed and accepted. if the remaining balance to be held by City for Work not fully completed or corrected is less than the retainage stipulated in Paragraph 14.02.A.5., and if bonds have been furnished as required in Paragraph 5.02, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by CMAR to City with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Contract Claims. B. Partial Retainage Release. The City may release a portion of the amount retained pursuant to Paragraph 14.02.A.5. provided that all required Work is completed as determined by the City. Before the release, all submittals and final quantities must be completed and accepted by the City. An amount sufficient to ensure Final Completion will be retained. 14.09 Waiver of Claims The acceptance of final payment by CMAR will constitute a release of the City from all claims or liabilities under the Agreement for anything done or furnished or relating to the Work under the Contract Documents or any act or neglect of City related to or connected with the Agreement. ARTICLE 15 — SUSPENSION OF WORK AND TERMINATION 15.01 City May Suspend Work A. At any time and without cause, City may suspend the Work or any portion thereof by written notice to CMAR and which may fix the date on which Work will be resumed. CMAR shall resume the Work on the date so fixed. During temporary suspension of the Work covered by these Contract Documents, for any reason, the City will make no extra payment for stand-by time of construction equipment and/or construction crews. B. Should the CMAR not be able to complete a portion of the Project due to causes beyond the control of and without the fault or negligence of the CMAR, and should it be determined by mutual consent of the CMAR and City that a solution to allow construction to proceed is not CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 64 of70 Revised May 2020 available within a reasonable period of time, CMAR may request an extension in Contract Time, directly attributable to any such suspension. C. If it should become necessary to suspend the Work for an indefinite period, the CMAR shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily nor become damaged in any way, and CMAR shall take every precaution to prevent damage or deterioration of the work performed; CMAR shall provide suitable drainage about the work, and erect temporary structures where necessary. D. CMAR may be reimbursed for the cost of moving its equipment off the job and returning the necessary equipment to the job when it is determined by the City that construction may be resumed. Such reimbursement shall be based on actual cost to the CMAR of moving the equipment and no profit will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City. 15.02 City May Terminate for Cause A. The occurrence of any one or more of the following events, by way of example but not of limitation, may justify termination for cause: 1. CMAR's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment, failure to adhere to the Project Schedule, as adjusted from time to time; 2. CMAR's failure to adhere to the City's Business Diversity Enterprise Ordinance; 3. CMAR's failure to perform and meet timelines as set forth in Paragraph 6.05. 4. CMAR's disregard of Laws or Regulations of any public body having jurisdiction; 5. CMAR's repeated disregard of the authority of City; 6. CMAR's violation in any substantial way of any provisions of the Contract Documents; 7. CMAR's failure to promptly make good any defect in materials or workmanship, or defects of any nature, the correction of which has been directed in writing by the City; 8. Substantial indication that the CMAR has made an unauthorized assignment of the Agreement or any funds due therefrom for the benefit of any creditor or for any other purpose; 9. Substantial evidence that the CMAR has become insolvent or bankrupt, or otherwise financially unable to carry on the Work satisfactorily; or 10. CMAR commences legal action in a court of competent jurisdiction against the City. B. If one or more of the events identified in Paragraph 15.02A. occur, City will provide written notice to CMAR and Surety to arrange a conference with CMAR and Surety to address CMAR's CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 65 of 70 Revised May 2020 failure to perform the Work. The Conference shall be held not later than 15 days, after receipt of notice. If the City, CMAR, and Surety do not agree to allow the CMAR to proceed to perform under the Agreement, the City may, to the extent permitted by Laws and Regulations, declare CMAR in default and formally terminate the CMAR's right to complete the Agreement. CMAR's default shall not be declared earlier than 20 days after the CMAR and Surety have received notice of conference to address CMAR's failure to perform the Work. 2. if CMAR's services are terminated, Surety shall be obligated to take over and perform the Work. If Surety does not commence performance thereof within 15 calendar days after the date of written notice demanding Surety's performance of its obligations, then City, without process or action at law, may take over any portion of the Work. If City completes the Work, City may exclude CMAR and Surety from the site and take possession of the Work, and all materials and equipment incorporated into the Work stored at the Site or for which City has paid CMAR or Surety but which are stored elsewhere, and finish the Work as City may deem expedient. 4. Whether City or Surety completes the Work, CMAR shall not be entitled to receive any further payment for Work satisfactorily completed prior to termination until the Work is completely finished. If the unpaid balance of the Agreement exceeds all claims, costs, losses and damages sustained by City arising out of or resulting from City or Surety completing the Work, such excess will be paid to CMAR, with Surety approval, up to the amount withheld prior to termination. Any excess shall be retained by City unless any completion or take over agreement between City and Surety require said money to be paid to Surety. If City completes the Work due to Surety's failure to so perform, and any claims, costs, losses and damages exceed the unpaid balance, CMAR or Surety shall pay the difference to City. Such claims, costs, losses and damages incurred by City will be incorporated in a Change Order, provided that when exercising any rights or remedies under this Paragraph, City shall not be required to obtain the lowest price for the Work performed. 5. Neither City, nor any of its respective consultants, agents, officers, directors or employees shall be in any way liable or accountable to CMAR or Surety for the method by which the completion of the said Work, or any portion thereof, may be accomplished or for the price paid therefor. 6. City, notwithstanding the method used in completing the Agreement, shall not forfeit the right to recover damages from CMAR or Surety for CMAR's failure to timely complete the Work. CMAR shall not be entitled to any claim on account of the method used by City in completing the Work. 7. Maintenance of the Work shall continue to be CMAR and Surety's responsibilities as provided for in the bond requirements of the Contract Documents or any special guarantees provided for under the Contract Documents or any other obligations otherwise prescribed by law. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 66 of 70 Revised May 2020 8. Termination of CMAR for Cause shall nullify any financial incentives which may be contained in the Agreement. C. Notwithstanding Paragraphs 15.02.13, CMAR's services will not be terminated if CMAR begins, within seven days of receipt of notice of intent to terminate, to correct its failure to perform and proceeds diligently to cure such failure within not more than 30 days of receipt of said notice. D. Where CMAR's services have been so terminated by City, the termination will not affect any rights or remedies of City against CMAR then existing or which may thereafter accrue. Any retention or payment of moneys due CMAR by City will not release CMAR from liability. E. To the extent that CMAR has provided a performance bond under the provisions of Paragraph 5.02, the termination procedures of that bond, if any, shall not supersede the provisions of this Article. 15.03 City May Terminate For Convenience A. City may, without cause and without prejudice to any other right or remedy of City, terminate the Agreement. Any termination shall be effected by mailing a notice of the termination to the CMAR specifying the extent to which performance of Work under the contract is terminated, and the date upon which such termination becomes effective. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Postal Service Mail by the City. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the City regarding such discretionary action. B. After receipt of a notice of Termination for Convenience, and except as otherwise directed by the City, the CMAR shall: 1. Stop work under the Agreement on the date and to the extent specified in the notice of termination; 2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work under the Agreement as is not terminated; 3. terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination; 4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City: a. the fabricated or un-fabricated parts, Work in progress, completed Work, supplies and other material produced as a part of, or acquired in connection with the performance of, the Work terminated by the notice of the termination; and b. the completed, or partially completed plans, drawings, information and other property CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 67 of 70 Revised May 2020 which, if the Agreement had been completed, would have been required to be furnished to the City; 5. complete performance of such Work as shall not have been terminated by the notice of termination; and 6. take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to its contract which is in the possession of the CMAR and in which the owner has or may acquire an interest. C. At a time not later than 30 days after the termination date specified in the notice of termination, the CMAR may submit to the City a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by City. D. Not later than 15 days thereafter, the City shall accept title to such items provided, that the list submitted shall be subject to verification by the City upon removal of the items or, if the items are stored, within 45 days from the date of submission of the list, and any necessary adjustments to correct the list as submitted, shall be made prior to final settlement. E. Not later than 60 days after the notice of termination, the CMAR shall submit a termination claim to the City in the form and with the certification acceptable to the City. Unless a written extension request is made within such 60 day period by the CMAR, and granted by the City, any and all such claims shall be conclusively deemed waived. F. In such case, CMAR shall be paid, without duplication of any items, for: 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination; 2. direct expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work; 3. reasonable expenses directly attributable to termination; and 4. overhead and profit in the form of a prorated amount of the CMAR's Fee, with such proportion being "the cost of the work completed to date" divided by "GMP minus the CMAR's Fee". G. In the event of the failure of the CMAR and City to agree upon the whole amount to be paid to the CMAR by reason of the termination of the Work under Paragraph 15.03, the City shall determine, on the basis of information available to it, the amount, if any, due to the CMAR by reason of the termination and shall pay to the CMAR the amounts determined. CMAR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATTON DOCUMENTS FOR CMAR PROJECTS Page 68 of 70 Revised May 2020 ARTICLE 16 — DISPUTE RESOLUTION A. Either City or CMAR may request mediation of any Contract Claim submitted for a decision under Paragraph 10.06 before such decision becomes final and binding. The request for mediation shall be submitted to the other party to the Agreement. Timely submission of the request shall stay the effect of Paragraph 10.06.E. B. City and CMAR shall participate in the mediation process in good faith. The process shall be commenced within 60 days of filing of the request. C. If the Contract Claim is not resolved by mediation, City's action under Paragraph 10.06.0 or a denial pursuant to Paragraphs 10.06.C.3 or 10.06.1) shall become final and binding 30 days after termination of the mediation unless, within that time period, City or CMAR: 1. elects in writing to invoke any other dispute resolution process provided for in the Supplementary Conditions; or 2. agrees with the other party to submit the Contract Claim to another dispute resolution process; or 3. gives written notice to the other party of the intent to submit the Contract Claim to a court of competent jurisdiction. ARTICLE 17 -- MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended; or 2. delivered electronically with a "read receipt verification" requested; or 3. In the case of any notice of Claim or Termination, delivered or sent by registered or certified mail, postage prepaid, or overnight delivery to the last business address known to the giver of the notice. B. Business address changes must be promptly made in writing to the other party. C. Whenever the Contract Documents specifies giving notice by electronic means such electronic notice shall be deemed sufficient upon confirmation of receipt by the receiving party. 17.02 Computation of Times When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 69 of 70 Revised May 2020 Saturday or Sunday or on a day made a legal holiday the next Working Day shall become the last day of the period. 17.03 Cumulative Remedies The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 17.04 Survival of Obligations All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or tennination or completion of the contract or termination of the services of CMAR. 17.05 Headings Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFCATION DOCUMENTS FOR CMAR PROJECTS Page 70 of 70 Revised May 2020