Loading...
HomeMy WebLinkAboutContract 26062 CITY SECRETARY C6NTRACT NO. 4- THIRD AMENDMENT TO CITY OF FORT WORTH CITY SECRETARY CONTRACT NUMBER 246 STATE OF TEXAS § COUNTY OF TARRANT § THIS AMENDMENT to City of Fort Worth City Secretary Contract Number 24692 is executed on the 01day of June, 2000 by and between the City of Fort Worth, a municipal corporation of Tarrant and Denton Counties, Texas (hereinafter called "Owner"), acting by and through Mike Groomer, its duly authorized assistant city manager, and Austin Commercial, Inc. (hereinafter called "Construction Manager", "Project Manager" or "Manager") acting by and through its Vice President Steve Warnick, WITNESSETH: WHEREAS, the Owner intends to construct the Fort Worth Convention Center Phase I Expansion, (the "Project"), in the City of Fort Worth, Texas, to be built according to the Plans and Specifications prepared and/or assembled by Construction Manager through Carter and Burgess, Inc.; and WHEREAS, the City Council of the City of Fort Worth, Texas, authorized the City Manager to enter into an agreement (City Secretary Contract Number 24692 as amended by City Secretary Contract Number 25295 and City Secretary Contract No. 25954 f hereinafter referred to as "PM Agreement"j) with Manager for Project Management Services and Design Services for the Project; and WHEREAS, pursuant to such PM Agreement, Construction Manager has heretofore been providing professional services to Owner in development of plans, specifications, schedules and budgets for the Project; and WHEREAS, the City Council of the City of Fort Worth, Texas, directed (mayor & Council Communication C-17670 the City Manager to negotiate a Construction Management contract with Construction Manager whereby Owner desires to add to the scope of Work the Construction Phase Senices hereinafter identified, including construction of the Project, in accordance with the terms and conditions of this Agreement; and WHEREAS, Construction Manager understands that time is of the essence, and has agreed to undertake all efforts to expedite the performance of the Work.' as redefined and set out herein, so that construction of the Project will commence by June 26, 2000 and be substantially completed on or before March 15, 2002; and AUSTIN COMMERCIAL IN11C, FORT WORTH CONVENTION CENTER Page I of 23 M4 PIV tit IL WHEREAS, Construction Manager acknowledges that Owner has established a Project Budget of $44,000,000, which said Budget Amount represents the of Lai not-to-exceed total all U E 1- construction and service contract costs necessary for completion of the Project, together with all Construction Manager's compensation, including Fee and Reimbursable Expenses, and all design and construction managed by the City and constitutes the Owner's absolute limit under both the PM Agreement and this Agreement for the full completion of the Project, including construction of the Project. City managed design and construction shall not exceed $990,000 unless mutually revised. NOW, THEREFORE, Owner and Manager, in consideration of the foregoing, and the terms and conditions herein contained, do hereby amend City of Fort Worth City Secretary Contract Number 24692, as amended, to include the following: ARTICLE I SCOPE OF THE CONSTRUCTION MANAGER'S WORK 1.1 Continuation of Design Phase Services, Construction Manager shall continue performance of all Design Phase services in accordance with the terms of the PM Agreement. 1.2 Construction Phase Services. The scope of the Construction Manager's work is hereby expanded to include all Construction Phase services, as specified hereinbelow, including construction of the Project. Construction Manager shall immediately commence and fully complete all Construction Phase services to the extent necessary to achieve completion of the Project within the time and budget limits previously stated hereinabove. 1.3 Substantial Completion of the Project must be within the time and cost constraints hereinabove specified, or as subsequently revised by written amendment hereto. Construction Manager agrees to accomplish this goal, and represents to Owner that it is attainable, understanding that the Owner is executing this Amendment in reliance upon such representation of Construction Manager. 1.4 All of the terms and provisions of the PM Agreement between the Parties hereto. shall apply to Construction Manager's scope of work, so that the scope of work is inclusive of this amendment together with City Secretary Contract 24692 as amended by City Secretary Contract Numbers 25295 and 25954. The to "Agreement," as used hereinafter, shall mean, unless othen-vise indicated, the PM Agreement, as amended and this Amendment. -here conflict exists between the terms of the contracts, the to of this Amendment shall be controlling. L5 In accordance with the agreed schedule, all construction contracts executed on the Project shall be publicly advertised for competitive bids and accepted by the Owner. The Council will authorize the execution of the construction contract between the Construction Manager and the accepted Contractor using the Construction Manager's standard form of agreement. The contracts shall be executed by the Construction Pit.STIN COMMERCIAL,1NC, FORT WORTH CONVENTIOIN CEN-1 ER Page 2 of 23 -Up 101"H&At Manager, who will then act in a dual capacity of providing continuing construction management and construction supervisory services. Construction Manager hereby accepts the assignment of such contracts to be awarded by Owner shall look to Construction Manager and not individual contractors for 'the completion of the Project. No assignment of any of the construction contracts shall extend to or affect the ownership of the Project, which shall remain the sole property of the City of Fort Worth. ARTICLE 2 CONSTRUCTION MANAGEMENT SERVICES 2.1 Construction Manager shall develop contractor interest in the Project as working Plans and Specifications are fully completed. Manager shall: (1) establish bid schedules and conduct pre-bid conferences, including on-site visits to endeavor to assure that potential bidders understand the various site conditions, coordination and scheduling requirements; and (2) analyze the bids, conduct pre-award conferences with successful bidders; and (3) recommend to the Owner the bids to be accepted or rejected, within 10 days of receipt of bids. The recommendations shall include advice on acceptability of lower-tier subcontractors and suppliers proposed by bidders, as well as proposed "or equal" product substitutions, if any. 2.2 Owner agrees to perform its responsibilities so as to assist Construction Manager to facilitate the completion of the Project and represents to Construction Manager that there will be sufficient funds available to pay Construction Manager up to the Budget Amount. Should additional amounts be required to be expended over and above the Budget Amount to achieve completion of the Project (including construction and payment to Construction Manager in accordance with this Agreement) liability for and payment of such additional amounts shall be the sole responsibility of Construction Manager and its Contract Surety herein, and Owner shall never be liable for same. The Owner's limitation of obligation or liability set out in this Paragraph 2.2 shall be incontrovertible and unequivocal; any term or provision of the Agreement, the Attachments hereto, or of any Subcontract executed in furtherance of the anticipated construction hereunder shall not be construed or deemed to alter or waive this absolute condition. Should the final Cost of the Work and Construction Manager's compensation total less than the Budget Amount, or any approved revision thereof, the difference shall inure to the benefit of Owner. Likewise, Construction Manager's absolute responsibility for the completion of the Project in accordance with the Construction Contract Documents, including the Plans and Specifications, and within the agreed cost constraints, as well as Construction Manager's agreement to bear all costs in excess of the Budget Amount without recourse to the ON-mer, if such excess costs are necessary for the completion of the Work, including Project construction, shall be incontrovertible and indisputable, and shall take precedence over all other terms and provisions of this Agreement and the Attachments hereto, no part of which shall be deemed to alter, diminish or waive such obligations. 23 The identified services set out below are not intended in any manner to diminish the overall responsibility of Construction Manager for the full and final completion of the Ills,rlN COMMERCIAL INC. r FORT WORTH CONVENTION CENTER Page3 of23 M-T v KY, "IF14 Work, including Project construction, within the time and cost constraints specified herein, Such services are as follows: 2.3.1 Maintain a competent, qualified, full-time staff to coordinate and provide direction of the Project and progress of the contractors, so as to complete the Project in accordance with the Contract Documents. 2.3.2 Establish an on-site organization and lines of authority in order to accomplish the Project in accordance with the approved and accepted plans and specifications. Prepare and submit, for ONviier's review and written approval, an organization chart showing staff personnel, job classifications and salaries pertaining to the Project, same to be updated periodically. Following Owner's written approval of a Project Manager (the on-site representative during construction), the Project Manager shall not be replaced or reassigned to another project without Owner's written consent. Owner shall have the right to direct Construction Manager to replace any employee assigned to the Project, including the Project Manager. 2.3.3 Establish procedures for coordination among the Owner, contractors and Construction Manager pertaining to the Project and implement such procedures. Establish emergency procedures and provide protection of the Project, equipment, machinery, tools and materials. 2.3.4 Schedule and conduct progress meetings at which contractors, Owner, design consultants (as necessary) and Construction Manager may discuss jointly such matters as procedures,progress, problems and scheduling. 2.3.5 Assist the contractors in providing to the Owner and the Construction Manager a detailed schedule for their operations on the Project, including activity sequences and durations, allocation of labor and materials, processing of shop drawings and samples, and delivery of products requiring long lead time procurement. 2.3.6 Provide regular monitoring of the Project Time Schedule as the work progresses. Identify potential variances between scheduled and probable completion dates. Review schedule for construction not started or incomplete and recommend to the Owner and contractors adjustments in the Project Time Schedule to meet the completion date. Provide summary reports of each monitoring and document all changes in the Project Time Schedule. 2.3.`' Review and recommend as to the adequacy of the contractors' personnel and equipment and the availability of materials and supplies to meet the Project Time Schedule. Recommend courses of action to the ONvner when requirements of a contract are not being met. Implement such courses of action as are required. Terminate or suspend contractors, as necessary, with the prior approval of the Owner. In the event of termination of a contractor, whether for cause or convenience, Construction Manager shall proceed as expeditiously as possible to secure a replacement Subcontractor: AUSTIN COMMIERCIAL,INC. FORTWORTH CONVENTION CENTER R 71K� Page 4 of 23 (a) In accordance with the Contract Documents and other applicable contract procedures, make demand upon, consult and negotiate with the surety of a terminated contractor to obtain a replacement, if the termination is the result of a default, and enter into a contract with the surety-proposed replacement contractor upon approval of the Owner; (b) In the event of termination for convenience or in the event the surety fails or refuses to perform in a default situation, assist the Owner as provided under the contract to secure a new contractor for that portion of the Project affected; 2.3.8 Develop and monitor a system of cost control. Revise and refine the initially approved Project Budget; incorporate approved changes as they occur, and develop cash flow reports and forecasts as needed. Identify variances between actual and budgeted or estimated costs and advise Owner whenever projected cost exceeds budgets or estimates. 2.39 Develop and implement a system for review and processing of Change Orders. Recommend necessary or desirable changes to the Owner, review requests for changes, submit recommendations to the Owner, and assist in negotiating Change Orders. 2.3.10 Develop and implement a procedure for the review and processing of applications for progress and final payments to contractors. 2.3.11 Obtain all building permits, except for barricade permits. Obtain approvals from all the authorities having jurisdiction. 2.3.12 If required, assist the Owner in selecting and retaining professional services of a surveyor, testing laboratories and special consultants, and coordinate these services. 2.3.13 Inspect the work of contractors to guard the Owner against defects and deficiencies. This inspection during the Construction Phase shall not relieve any contractors from their responsibilities for construction means, methods, techniques, sequences and procedures, nor for their responsibility to carry out the construction ,vork in accordance with the Contract Documents. 1.3014 Review and coordinate the safety programs of each of the contractors and make appropriate recommendations to the Owner. T"he performance of such services by the Construction Manager shall not relieve the contractors of their responsibilities for the safety of persons and property, and for compliance with all federal, state and local statutes, rules, regulations, ordinances and orders applicable to the Project. AUSTIN COMMERCIAL INC. I FOR'r WORTH CONVENTION CEN'rER Page 5 of'23 I 13.15 Establish and implement procedures for expediting the processing and approval of shop drawings and samples. Monitor factory inspection and testing of items fabricated outside the Project area. 2.3.16 Record the progress of the Project by submission of written progress reports to the Owner, including information on the contractors, work and the percentage of completion. Maintain a detailed daily log of jobsite events, which will be provided to Owner weekly. 2.3.17 Maintain at the Project site, on a current basis, records of all Subcontracts, contracts, Plans and Specifications received from the Architect, standards, shop drawings, samples, purchases, materials, equipment, maintenance and operating manuals and instructions, and any other documents and revisions thereto which arise out of the Project. Obtain data from contractors and maintain a current set of record Drawings, Plans and Specifications. At the completion and acceptance of the Project, deliver all such records, including a full set of as-built Drawings, operating manuals and warranties received from the Architect, to the Owner. 2.3.18 Secure from all contractors and lower tier subcontractors prior to commencement of construction work on the Project required certificates of insurance and affidavits of worker's compensation insurance and, upon the request of Owner, certified copies of policies, evidencing proper insurance coverage to be in force. Maintain certificates, affidavits and policies among the jobsite records and provide copies to Owner for its records upon request. 2.3.19 Submit data for determination by the Owner of the Date of Substantial Completion of the Project or designated portions thereof and a list of incomplete or unsatisfactory items and a schedule for their completion. Assist the Owner in conducting inspections and supervise the correction and completion of all construction work. 2.3.20 With the Owner's personnel, direct the checkout of utilities operational systems and equipment, 2.3.2 1 Submit data for determination by the Owner of the Date of Final Completion and provide written notice to the Owner that the Project is ready for Final Inspection. Secure and transmit to the Owner required guarantees, 'affidavits, warranties, releases, bonds, consents of sureties and waivers. Turn over to the Owner all keys, operating equipment, maintenance stocks, maintenance manuals, parts lists, and as-built drawings received from the Architect. 23.22 Conduct with the Owner Post-completion inspections during the one-year warranty period to ascertain the existence of defects in material and workmanship and determine the necessity for correction of same. Assign, if possible. the causes of same, the responsible contractor, and recommend reasonable corrective action. At, STIN COMMERCIAL,INC. -ORTWORTH CONVENTION CENTER I " — Page t f 23 Aid the Owner in obtaining such corrective action and in filing insurance and bond claims where coverage is available. 2.3.23 Within thirty (30) days after such warranty inspection, Construction Manager shall advise Owner of the schedule that the responsible contractor has submitted for the correction of the defective work. In the event that any responsible contractor shall not have agreed to a reasonable schedule to correct the work. Construction Manager, at its sole cost and expense shall perform the necessary corrective work to the satisfaction of the Owner. Ultimate responsibility for correcting defects in material and workmanship shall rest with Construction Manager at no expense to the Owner. 2.3.24 Conduct with the Owner and Architect a Final Warranty Inspection within thirty (30) days immediately preceding the end of the one-year warranty period. 2.3.25 Fully and completely settle, by litigation or otherwise, all contractor claims arising out of the construction of the Project, without directly involving the Owner, unless such claims result from an action or omission to act by the Owner. Provided, however, that the Owner reserves the right, at Owner's sole election, where the claim of a contractor would necessitate a Change Order increasing the contract Sum, to make a reasonable audit of all books, records, accounts and other data of the contractor relating to the claim and to overall performance of the contract prior to approval of any claim. Manager shall provide for Owner's right to audit claims and other Change Order requests in its form contact with each contractor, as well as assure that such provisions are included in all subcontracts that the contractors enter. ARTICLE 3 TERM Unless sooner terminated in accordance with the applicable provisions hereof, or extended by supplemental agreement approved by the City Council, the Tenn of this Agreement shall be from the date of its execution until final completion of Construction Phase Services in connection therewith, including construction of the Project, the final one-year warranty inspection, correction of defects and deficiencies in the Work, including construction work, and final resolution of any outstanding Project-related claims or disputes. ARTICLE 4 AWARD OF CONSTRUCTION CONTRACTS 4.1 All construction work, other than professional and personal services that the Construction Manager customarily performs with its own field staff, shall be performed under contracts. 4.2 Council will accept the bid from the apparent low bidder and authorize the Project Manager to execute a construction contract with the bidder for the advertised prQject, AUSTIN CONINIERCIAL,INC, 1"ORTWOR'N I CONVENTION CENTER PaLe 7 of 23 Council will also authorize the payment of funds to the Project Manager for payment to the construction contractor under the contract between the Project Manager and the Contractor as the work progresses. 4.3 Acceptance will be granted to the lowest responsible bid from a bidder that is responsive to the bid invitation, provided the low bid is within the Budget Amount for the scope of ,work for which bids were solicited. However, if the contract bids which are received exceed the Budget Amount for the scope of work for which bids were solicited, one or more of the following initial procedures will be undertaken at Owner's election following submission of the recommendation of the Construction Manager: 4.3.1 Deletion of non-essential bid alternates, but without reducing the scope of the work unless Owner approves in writing, or 4.3.2 Reject all bids and rebid, or 4.3.3 Redesign to lower the cost to the budgeted amount, but only with the Owner's consent, and rebid, or 4.3.4 Proceed with the award using, with Manager's consent, funds contained in the "Contingency" (i.e., uncommitted budgeted funds or funds saved from prior awards, which were below the established line item amounts). 4.3.5 Increase the Project Budget by the execution of an amendment to this Agreement. 4.4 In the event procedures 4.3.1, 4.3.2 or 4.3).3 are undertaken, Construction Manager will provide Owner with a subsequent recommended procedure. If no bids are received on a particular item, the Owner may rebid the item. Owner may reject Construction Manager's initial or subsequent recommended procedure under this Paragraph 4.4, and elect to follow one of the alternative procedures specified above. 4.5 The form of the construction contract shall be the Construction Manager's standard form, adjusted to conform to the requirements of this Agreement and Owner's standard form of agreement for construction projects. The construction contracts shall also contain the indemnification in Article 13 of this contract. 4.6 It shall be the responsibility of Construction Manager to make payment properly due the contractors from funds paid to Construction Manager by Owner for that purpose', subject to the provisions of this Agreement, pursuant to applications submitted for payment, with certification given to Owner following such payment. Payment due to contractors shall be made within five (5) business days from the date Construction Manager receives payment from City, 4.7 The Project Budget as stated in City Secretary Contract No, 25295 is amended to be $44,000,000, as contained in Attac ent I hereto. AUSTIN COMMERCIAL,INC, FORT WORTH CGNIVENTION CENTER 7 Page 8 of 23 ARTICLE 5 DATE FOR SUBSTANTIAL CONCLUSION LIQUIDATED DAMAGES AND EXTENSIONS 5.1 For unexcused failure to substantially complete the Project on or before the date stated in the Preamble, or any extension thereof granted by Owner, Owner shall be entitled to recover from Construction Manager or its Surety, liquidated damages in the amount of $1,000 per day for each calendar day that the time for Substantial Completion of the Project exceeds the date specified herein for Substantial Completion. The amounts are agreed to and stipulated by the Parties not as a penalty, but as a just and reasonable forecast of the damages the Owner would sustain in the event of Construction Manager's breach of performance, the calculation of actual damages being impractical, uncertain and extremely difficult to ascertain with precision. Such stipulated amount shall be recovered by deducting same from the monies due, or to become due, Construction Manager, and if same be insufficient to cover the amount of liquidated damages owing, the Construction Manager or its Surety shall pay the additional amounts due. in no event will the amount of liquidated damages exceed the Construction Manager's fee. 5.2 If the Construction Manager is delayed at any time in the orderly progress of the Work by any act, neglect, or failure to act by the Owner or by any employee, officer, official, department, or representative, or by any separate contractor employed by the Owner, or by changes ordered in the work, or by labor disputes, fire, unusual delay in transportation, unavoidable casualties or any other causes beyond the Construction�Manager's control (excluding all weather-related delays, except as provided in Paragraph 5.3 below), or by delay authorized or directed by the Owner, the date for Substantial Completion of the Project shall be extended and the Contract Completion date adjusted by Change Order for a reasonable length of time. However, such extension will be granted only if the delay cannot reasonably be made up elsewhere in the Project Time Schedule. 5.2.1 Any adjustment in the Project Budget under or pursuant to paragraph 5.2 shall be limited to the increase, if any, of direct costs incurred by the Construction Manager in the performance of its Services as a result of any delay(s) that cause the term of this Agreement to be increased. Direct costs for the purposes of this paragraph are those items set out below, specifically excluding main office overhead. 5.2.1.1 Direct costs shalt include by means of example,- (i) Salaries and 'labor burden for on-site project supervision and management. 00 Cost of field trailers (,furniture, personal computers, phone system, fax and copier, (in) Vehicles assigned to the field for project supervision and management. (iv) Temporary facilities at the Project site, (v) Escalation for labor, material and equipment purchased at a later date due to the delay. AUSTIN COMMERCIAL.,INC. F ZTWORTII CONVENTION CEINTER Page 9 of 23 (vi) Adjustment to insurance and bond premiums. 5.11.2 In no event shall the Construction Manager be entitled to any other compensation or recovery of any damages under or pursuant to 5.2.1 in connection with any delay, including, without limitation, consequential damages, lost opportunity costs, impact damages, or other similar remuneration. 5.3 The date for Substantial Completion provided in the Preamble includes an allowance for the number of days in which the average weather conditions do not allow the prosecution of the work, as those average weather conditions are determined by the National Weather Service, Fort Worth Bureau, for the time period in question. Therefore, in regard to extensions of time proposed for weather-related delays, Owner will only extend the date for Substantial Completion of the Project for delays to critical tasks which cannot be performed due to unusually severe weather conditions, deemed to be in excess of the allowance for weather days, if all of the following criteria are met: (a) the unusually severe weather conditions and the delay are adequately documented, based on Construction Manager's data collected at the Project site, information from the official records of the National Weather Service, Fort Worth Bureau, and information from the Subcontractor in question; (b) the work could not be performed on at least one-half of each work day for which an extension of time is requested as a result of the weather, and not some other cause; (c) the delay cannot reasonably be made up elsewhere in the Project Time Schedule; and (d) the cumulative number of days the work was actually delayed because of weather conditions during the period in question exceeds the cumulative number of days, based on average weather conditions, of possible weather delay built into the Project Time Schedule for the period in question. Construction Manager shall document the actual versus normal weather conditions along with any resultant delays and actual number of days worked by the Subcontractors and submit to the Owner within _3)0 calendar days of the event. The provisions of Paragraph 5.2 of this Amendment shall govern any request or claim for an extension of time by the Construction Manager. Nothing in this Paragraph 5.3 shall be construed as requiring the Owner, under any circumstances, to be liable for any claim for extra costs or extra compensation resulting from or associated with any weather delay, whether normal or unusually severe. The terms of this Paragraph 5.3 shall be incorporated into and made a part of all contracts entered into by Construction Manager in connection with construct-Ion of the Project. Ali�IJJCI_F6 MINORITY AND NVOMEN-OWNED BUSINESS ENTE 6,1 In accordance with City of Fort Worth Ordinance No. 11923 as amended by City of Fort Worth Ordinance No, 13471, Owner has goals for the participation of minority and women business enterprises (NI/WBE). Construction Manager acknowledges the M/WBE goal of 27% established for the Amendment and its commitment to meet that goal. Construction contract goals will be set and monitored as a separate action. Any misrepresentation of fats (other that a negligent misrepresenitation) and/or the At jSTIN COMMERCIAL,M, FORT WORTI I CONVENTION CENTER Page 10 of'23 commission of fraud by Construction Manager may result in the termination of this amendment and debarment from participating in City of Fort Worth contract for not less than three years. 6.2 Construction Manager shall oversee the construction contractors for the Project to assure their compliance with the same provisions included in the construction contracts. Construction Manager shall not be liable to Owner in the event a contractor fails to comply with the M/WBE Ordinance. ARTICLE 7 CONSTRUCTION MANAGER'S FEE FOR CONSTRUCTION MANAGEMENT SERVICES 7.1 In consideration of the performance of Construction Management services under this Amendment and for services provided pursuant to City Secretary Contract Nos. 24692, as amended by City Secretary Contract Number 25295 and City Secretary Contract No. 25954, the Owner agrees to pay the Construction Manager a Construction Manager's Fee as set forth in Paragraph 7.1.1. 7.1.1 For all Program and Construction Management services performed, the Owner shall pay the Construction Manager a Construction Manager's Fee. Such Fee shall be paid in monthly installments in proportion to percentage of the Work completed. Any balance of this Fee shall be paid at the time of final payment. However, in no event shall the total amount of this Fee, all other compensation and Cost of the Work due Construction Manager exceed the Budget Amount, subject to adjustment by Change Order. 7.2 Included in the Construction Manager's Fee are the following expenses related to the Work: 7.2.1 Salaries or other compensation of the Construction Manager's employees at the principal office and branch offices, except employees listed in Subparagraphs 8.2.1, 8.2.2 and 8.2.20, of this Amendment. 7.2.2 General operating expenses of the Construction Manager's principal and branch offices other than the field office. 7,23 Any part of the Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work, 7 ') —.4 Profit, overhead or general expenses of any kind, except as may be expressly included in Article 8 of this Amendment, Monthly invoices for the payment of Construction Manager's Fee as set out hereinabove shall be submitted as part of the Construction Manager's itemized Application for Payment. AUSTIN COMMERCIAL,INC, FORTWORTI I CONVENTION CENTER la,,: I i of23 7,4 As both Project and Construction Manager, Construction Manager's Fee shall be 3.5% of the Cost of the Work, -which includes the cost of construction, and the soft costs, which include preliminary project planning, management consulting team, architectural design fees and reimbursables as shown on Attachment I hereto. The total fees to be paid to Construction Manager under City Secretary Contract No. 24692, as amended by City Secretary Contract Nos. 25295 and 25954 and this amendment shall not exceed $8,836,000. The anticipated breakout of the fees and reimbursables is shown in Attachment 2 hereto. ARTICLE 8 REIMBURSABLE COSTS OF THE WORK 8,1 The term "Cost of the Work" shall mean direct costs necessarily incurred in the performance of the Services and Work, and paid or payable by the Construction Manager, and not included in the Construction Manager's Fee as set forth in Article 7 of this Agreement. 8.1.1 The Owner agrees to pay the Construction Manager for the Cost of the Work as defined in this Article 8, subject to submission by Construction Manager of all back-up substantiation as may be reasonably required by the Owner. Such payment shall be in addition to the Construction Manager's Fee specified in Article 7. However, in no event shall the sum of payments for the Cost of the Work, Construction Manager's Fee and any other Construction Manager compensation exceed the Project Budget Amount, as adjusted by Amendment. 8.2 Cost items. 8.2.1 Wages paid for labor in the direct employ of the Construction Manager in the performance of the Work under any applicable collective bargaining agreement, or under a salary or wage schedule agreed upon by the Owner and Construction Manager, and including reasonable and customary benefits, if any, as may be payable with respect thereto. Such costs shall be at rates not higher than the standard pay in the locality of the work except with prior consent of the Owner, and shall include the items set forth below in this Article. The reasonable cost of drug testing for all of Construction Manager's employees utilized on or hired for the Project, whether management or labor, shall also be a Cost of the Work. 8.2.21 Salaries of Construction Manager's employees shall be at or below the level of Regional Project Manager, when engaged on the Work and stationed at the Field Office, in whatever capacity employ'-d. Employees engaged, at shops or on the road, in expediting the production or transportation of materials or equipment, shall be considered as stationed at the field office and their salaries paid for that portion of their time spent on this Work. 8,2.3 Cost of reasonable and customary pension contributions, hospitalization insurance, medical insurance, assessments or taxes for such items as unemployment compensation and social security, insofar as such cost Is reasonably based on wages, salaries, or other remuneration paid to employees of AUSUN COMMERCIAL,INC. FORTWORTH CONVENTION CENTER Page 12 of 23 U the Construction Manager and included in the Cost of the Work under Subparagraphs 8.2.1, 8.2.2. 8.2.24 and 8.2.25 herein. 8.2.4 With prior approval, the proportion of reasonable travel and hotel expenses incurred outside of the Dallas/Fort Worth metropolitan area by the Construction Manager's officers or employees in discharge of duties directly connected with the Project. 8.2.5 Cost, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workmen, which are employed or consumed in the performance of the Work, and cost less salvage value of such items used but not consumed which remain the property of the Construction Manager. 8.2.6 Cost of the premiums for all bonds and insurance coverage required by this Contract, or deemed necessary by the Construction Manager, in the normal pursuit of the Project. Insurance premiums for company-wide coverage will be pro-rated on the basis of value of the Project completed during the premium period. Cost of, or payment of, all deductible amounts, not otherwise recoverable from third parties or not the result of a claim based upon Construction Manager's negligence, under any insurance furnished by the Owner, or under insurance policies required by this Contract or deemed necessary by the Construction Manager in the normal pursuit of the Work. 8.2.7 Taxes, if any, related to the Project; however, as Owner qualifies for exemption under Section 151.309 of the Texas Limited Sales, Excise and Use Tax Act, Construction Manager shall alert all contractors to prevent erroneous payment of taxes covered by this exemption. 8.2.8 Permit fees, licenses, tests, royalties; deposits lost for causes other than the Construction Manger's negligence. 8.2.9 Minor expenses such as telegrams, long-distance telephone calls, telephone service at the site, expressage, and similar petty cash items in connection with, and for the benefit of, the Project. 8210 Cost of removal of debris, Removal of debris left by other contractors hired by the Owner is not a part of this Contract. 8.2.11 Cost incurred due to an emergency affecting the safety of persons and property. 8.2.12 Other costs incurred in the performance of the Project Management Services and Design Services, if and to the extent approved in advance in writing by the Owner. 8.2.13 The reasonable, actual direct cost of data processing services as required for the Project. Such costs shall be specifically documented as having been done for the Project. W 8.2.14 Legal costs growing out of prosecution of the Project for the Owner will only be reimbursable if such were incurred for the direct benefit of the Owner and 'with prior �:vritten approval of Owner. A 'S'i'IN COMMERCIAL,INC FOR MORTH CONVENTION CEWER Page 13 cif?3 8.2.15 Cost or rental of temporary portable buildings and toilets as required; cost of utilities, ice, water, containers, cups, fire extinguishers, first-aid sup-plies, safety equipment, off-site storage space or facilities, progress photographs or videotape records. 8.2.16 All reasonable costs and expenditures necessary for the operation of the field office, such as stationery, supplies, blueprinting, furniture, fixtures, office equipment, etc. 8.2.17 Costs incurred by the Construction Manager in preparing and maintaining progress schedules, budgets, and reports required hereby. 8.2.18 Service fees assessed by Associated General Contractors of America and the Associate Building Contractors, but only as they relate to this Project. 8.2.19 Construction Manager shall be responsible for enforcing warranties and for obtaining correction and/or replacement of all defective work not constructed or installed in accordance with the Contract Documents. All such corrective or remedial work required by the Contract Documents shall be performed by the responsible contractors under the terms of their contracts, without additional cost to the Owner. Costs incurred by Construction Manager to correct or remedy work performed by Construction Manager's own forces, or where the responsible contractor fails to perform, shall not be a Cost of the Work, and shall be Manager's sole responsibility, at no additional cost to the Owner; provided, however, Construction Manager shall be entitled to the proceeds of any contractor bonds, where such contractor has defaulted in this regard. 8.2.20 Salaries of Construction Manager's Project Manager, Contract Manager, Safety Engineer, M/WBE Coordinator, Superintendent, Project Engineer, Estimator, Scheduler, and Procurement Specialist (for coordinating, costing, scoping and purchasing of major Project items), earned after the date of this Amendment, whether stationed at the Field Office or at the Main Office of the Construction Manager, for that portion of their time spent on the Project. 8.3 If, after a substantial loss from fire, flood, or similar cause not due to the default or neglect of the Construction Manager, the Construction Manager is put in charge of reconstruction, the Construction Manager shall be paid a fee for its services proportionate to the fee specified in Article 7 of this Amendment. Any such reconstruction work shall be considered part of the Scope of the V,,ork, except that the Construction Manager's Fee under the Budget Amount shall be adjusted accordingly, unless otherwise reimbursed by the proceeds of insurance, or through utilization of the procedure set out in Paragraph 9,1.2 below, ARTICLE 9 CHANGES IN THE WORK 9.1. Change Orders. 9,1.1. Subject to Paragraph 9.1.2 below, 0-wner, without invalidating the Contract, may order Changes in th-e Project consisting of additions, deletions or other revisions, AU'STIN COMMERCIAL,INC. FORTWORTI I CMVENTION CENTER Pan 14 ol'23 the Budget Amount and the Project Time Schedule being adjusted accordingly where necessary. All Changes in the Project shall be authorized by a fully executed hereto, or by Change Order to the contracts for construction in accordance with this Article 7 of the Contract Documents for the applicable bid package. In this regard, all construction contracts shall contain a provision entitling Owner to make changes in the Plans or Specifications after performance has commenced, or to decrease or increase the quantity of Work to be performed or materials, equipment or supplies to be furnished; provided, however, that the original construction contract price shall not be increased more than twenty-five (25%)percent, nor decreased by more than 25% 9.1.2. Following receipt of contractor bids by Owner amounting to 75% of the value of the hard costs construction, the Owner and Construction Manager shall continue to review the Hard Costs of Construction (contained in Attachment 1). Where review indicates an over-all savings in the line items, based upon bids received below original estimates, the resulting savings shall increase the "Construction Contingency" line item, Owner shall, at that time and subsequently during the term of the this Amendment, be authorized to transfer all amounts in excess of 10% of the Hard Costs of Construction from the "Construction Contingency" to the "Project Contingency," and to order necessary additive Changes in the Work, without increasing the Budget Amount. Unused portions of the Project Contingency shall be added to the Phase 11 Project Budget. Any use by the Owner of the original or adjusted "Project Contingency" will be made without increasing the Budget Amount. Owner may, at its option, utilize the "Construction Contingency" balance for additive Changes in the Work; however, Owner shall acknowledge, in writing, the additive Changes as being outside the original Scope of the Work, in order that Manager may be entitled to a subsequent credit to the "Construction Contingency" line item (addition to the Budget Amount) for the amount of such portion utilized for such additive Changes in the event the "Construction Contingency" line item amount is insufficient for its intended purpose under this Agreement. 9.1.3. All Change Orders shall be specific and final as to prices and/or extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. Any Change Order affecting one contractor shall include all changes necessary to all contractors. No action or omission to act by Owner or acceptance and approval of a Change Order, shall be deemed a waiver, release, revision, modification or deletion of this absolute condition- and any reservations or other provisions in a Change Order allowing for future additional money or time, over and above the specific prices and extensions granted therein, shall be deemed null and void, or otherwise unenforceable and withdrawn. 9.1.4, The Construction Manager shall submit all change orders of $50,000 or more, whether additive or deductive, to the Owner for review prior to any work being undertaken u=nder such proposed change order. At 1STIN COMMERCIAL INC, FORTWORTH CONVEN'TION CENTER Page 15 of_23 J 9.2. If the Construction Manager wishes to make a claim for Additional Services directed by Owner, necessitating an increase in the Budget Amount, or necessitating use of contingency funds, it shall give the Owner written notice thereof after the occurrence of the event giving rise to such claim. No such claim shall be valid unless so made. This notice shall be given by the Construction Manager before proceeding to execute the work, except in an emergency endangering life or property, in which case the Construction Manager shall act, at its discretion, to prevent threatened physical damage, injury,ury, or loss. An change in the Project Budget Amount or in the Project Contingency line item resulting from such claim may only be authorized by amendment. However, is understood and agreed that one of Construction Manager's primary duties is the anticipation and avoidance of potential claim situations. 9.3. Field Orders: Construction Manager shall have authority to order minor Changes in the Work, within the Scope of the Project, not involving additional cost or an extension of the Project Time Schedule and not inconsistent with the Contract Documents. Such Changes may be effected by Field Order. Field Orders shall be submitted to the Owner for record purposes within 3 calendar days of execution. Such changes shall be binding on the Owner, provided at least 3 working day's notice and 3 additional day's notice to object have elapsed. 9.4. Emergencies: During an emergency affecting the safety of persons or property, the Construction Manager shall act, at its discretion, to prevent threatened physical damage, injury or loss. Any additional compensation or extension of time claimed by the Construction Manager on account of emergency work shall be determined as provided in this Article. ARTICLE 10 DISCOUNTS, REFUNDS, SALES OF SURPLUS MATERIALS 10.1 All discounts, if realized, for prompt payment shall belong to the Owner and shall be accounted for in the applicable line item. All trade discounts, rebates, and refunds, and all returns from sale of surplus materials and equipment, shall likewise belong to the Owner, and the Construction Manager and Owner shall make provisions so that they can be secured, the amounts thereof to be accounted for in the applicable line item. ARTICLE I I APPLICATIONS FOR PAYMENT 11.1 The Construction Manager shall submit to the Owner a statement of the work performed during the preceding month by its personnel and subconsultants for which it claims it is entitled to be paid. This statement shall be in a form based upon a "Schedule of Values" The statement shall include all monthly payroll data, by classification, of Manager's field personnel. All payroll records must be maintained and submitted by Worker's Compensation classification codes. Each such statement shall include an amount for the Construction Manager's Fee computed on the basis of 100% of the amount earned for the statement period. AUSTIN COMMERCIAL,INC, FORT WORITJ CONVENTION CENTER Pa.-e 16 o'23 11.2 The Construction Manager shall certify and forward contractors Requests for Payment. The statement may also include the reasonable value of materials or equipment not yet incorporated in the Project, but delivered, inspected and suitably stored at the site, or, with Owner's consent and subject to compliance with any conditions thereof, at some other location agreed upon. 11.3 The Construction Manager agrees that 5% of the amounts due under each construction contract shall be retained by the Owner until thirty (30) days after Final Completion of the Project under this Amendment, except that upon mutual agreement by the Owner and Construction Manager, and with consent of the Construction Manager's surety, payment in full shall be made to those contractors whose work is fully completed and accepted during the early stages of the Project, and who have provided a bond or equivalent security for any remedial or corrective work, acceptable to the Owner and Construction Manager. 11.4 Owner will review the Construction Manager's statement of monies due within fifteen (15) days and will promptly issue a payment as provided for elsewhere herein 11.5 Final payment, constituting the unpaid balance of the Cost of the Project, retainage due contractors, compensation for Program Management services and design services, and the balance of the Construction Manager's Fee, shall be paid by the Owner to the Construction Manager thirty (30) days after Final Completion of the Project and acceptance by Owner, and a final Application for Payment has been issued by the Construction Manager, 11.6 No amounts due Construction Manager hereunder, other than for payments to construction contractors shall be subject to retainage. ARTICLE 12 PERFORMANCE AND PAYMENT BONDS 12.1 With the execution and delivery of this Amendment Construction Manager shall furnish to Owner, in the amounts herein required, the following Surety Bonds in the form attached hereto, in accordance with the provisions of Chapter 2253, Texas Government Code: (a) A Performance Bond in the full amount of the Total Project Budget, guaranteeing the full and faithful execution of the Project and performance of this Amendment, in accordance with the Plans, Specifications and Contract Documents, including any revisions thereof pursuant to the Contract Documents. for the protect-Ion of the OxNmer. This bond shall also provide for the repair 'or replacement of all defects due to faulty materials and workmanship that appear within a period of one (1) year from the date of from the date the Prqject is accepted. (b) A Payment Bond in the full amount of the Budget Amount, guaranteeing the full and proper protection of all claimants supplying labor and material in the prosecution of the Work and for the use of each such claimant. AUSTfN COMMERCIAL,INC, FOR TWORTH CONVENTION CENTER Page 17 of 23 It 12.2 Construction Manager, as Principal, and one or more corporate sureties fully acceptable to Owner, shall execute each Bond. Owner reserves the absolute right to reject any proposed Surety in litigation with Owner, or any of Owner's agencies. ARTICLE 13 INDEMNIFICATION 13.1 Section 9.3 of Article 9 of City Secretary Contract No. 24692 is hereby amended to read as follows: 9.3 Manager agrees to defend, indemnify and hold Owner, its officers, agents and employees, and the Architect, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Manager's breach of any of the terms or provisions of this Contract, or by any negligent, grossly negligent or strictly liable act or omission of Manager, its officers, agents, or employees, in the performance of this Contract, except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence or fault of Owner, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence or fault of the Manager, the Owner, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the law of the State of Texas,without, however, waiving any governmental immunity available to the Owner under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. ARTICLE 14 AMENDMENTS TO PRIOR AGREEMENTS 14.1 Article 9 of City Secretary Contract No. 24692 is amended by adding the following sections to said Article 9: 9.8 PROPERTY INSURANCE 9.8.1 Unless otherwise provided, the Construction Manager shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Construction Budget, plus the value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Agreement or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made or AUSTIN COMMERCIAL,INC, FORT WORTH CONVENTION CENTER Page 1 8 of until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph 9.8, whichever is later. This insurance shall include interests of the Owner. the Construction Manager, contractors, subcontractors and sub- subcontractors in the Project. 9.8.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Construction Manager's and contractor's services and expenses required as a result of such insured loss. 9.8.1.2 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles, not to exceed $10,000 per occurrence with a $50,000 aggregate. Such deductible payments shall be included in "Exposures" within the Project Budget. 9.8.1.3 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. 9.8.1.4 Partial occupancy or use shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Construction Manager shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 9.8.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Construction Manager, contractors, subcontractors and sub-subcontractors in the Work, and the Owner and Construction Manager shall be named insureds. 9.8.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Construction Manager for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. 9.8.4 If during the Project construction period the Owner insures (or self insures) properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Projeet during the construction period, the Owner shall waive all AUSTIN COMMERCIA—IJINC, NTION CENTER ORTWORTH CO N VE Page 19 of 23 6', 7 U li, rights in accordance with the terms of Subparagraph 9.8.6 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate -policies shall provide this waiver of subrogation by endorsement or otherwise. 9.8.5 Before an exposure to loss may occur, each party shall file with the other party a copy of each policy that includes insurance coverages required by this Paragraph 9.8. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days'prior written notice has been given to the Contractor. 9.8.6 Waivers of Subrogation. The Owner and Construction Manager waive all rights against (1) each other and any of their contractors, subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, and separate contractors, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Paragraph 9.8 or other property insurance applicable to the Work or property adjoining or adjacent to the site, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 9.8.7 The Owner and Construction Manager shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after receipt of written notice of the occurrence of loss. The Owner and Construction Manager shall, in the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 14.2 Article 10 of City Secretary Contract No. 24692 is amended by adding the following sections to said Article 10: 10.4 Unless otherwise expressly provided in the Contract Documents to be part of the Work, Construction Manager is not responsible for any Hazardous Conditions encountered at the Site. Upon encountering any Hazardous Conditions, Construction Manager will stop Work immediately in the affected area and duly notify Owner. 10.4.1 Upon receiving notice of the presence of suspected Hazardous Conditions, 0,,vner shall take the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered harmless, Such necessary measures shall include Owner retaining qualified independent experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (it) prescribe the remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless. 10.4.2 Construction Manager shall be obligated to resume Work at the affected area of Zn the Project only after Owner's expert provides it with written certification that ff') the AUSTIN COMMERCIAL.,INC. F'ORT WORTH CONVENTION CENTER Page 20 of 23 Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from all government and quasi-government entities having jurisdiction over the Project or Site. 10.4.3 Construction Manager will be entitled to an adjustment in its Soft Costs and/or Project Time(s) to the extent Construction Manager's cost and/or time of performance have been adversely impacted by the presence of Hazardous Conditions. 14.3 Article 14 of City Secretary Contract No. 24692 is amended by adding the following sections to said Article 14: 14.5 Construction Manager may, in addition to any other rights afforded under the Contract Documents or at law, stop work for the following reasons: 14.5.1 Owner's failure to pay amounts properly due under Construction Manager's Application for Payment. 14.6 Should the event set forth above occur, Construction Manager has the right to provide Owner with written notice that Construction Manager will stop work unless said event is cured within seven (7) days from Owner's receipt of Construction Manager's notice. If Owner does not cure the problem within such seven (7) day period, Construction Manager may stop work. In such case, Construction Manager shall be entitled to make a claim for adjustment to the Budget Amount and Project Time to the extent it has been adversely impacted by such stoppage. 14.7 Construction Manager, in addition to any other rights and remedies provided in the Contract Documents or by law, may terminate the Agreement for cause for the following reasons: 14.7.1 The Work has been stopped for thirty (30) consecutive days because of court order, any government authority having jurisdiction over the Work, or orders by Owner, provided that such stoppages are not due to the acts or omissions of Construction Manager or anyone for whose acts Construction Manager may be responsible. 14.7.2 Owner's failure to provide Construction Manager with any information, permits or approvals that are Owner's responsibility under the Contract Documents which result in the Work being stopped for thirty (30) consecutive days, even though Owner has not ordered Construction Manager in writing to stop and suspend the Work pursuant to Section 14.1 hereof. 14.7.3 Owner's failure to cure the problems set forth in Section 14.5,1 above after Construction Manager has stopped the Work. ARTICLE 15 MISCELLANEOUS PROVISIONS 15.1 All other terms, conditions, and covenants contained in City Secretary Contract Numbers 24692, 25295, and 25954 not amended hereby continue in full force and affect. A!,�STIN COMMERCIAL,INC, FOR,r WORTI I CONVENTION CENTER Pa'ale I of'23 15.2 The following individuals are designated as Project representatives of the Owner and Construction Manager for those purposes specifically identified herein and for no other: Owner: Kirk Slaughter 1 1 1 I Houston St. Fort Worth, Texas 76102 Telephone 817-212-2502 Fax 817-212-2756 with a copy to Hugo Malanga 1000 Throckmorton St. Fort Worth, Texas 76102 Telephone 817-871-7800 Fax 817-871-8092 Construction Manager Ralph Cook 3535 Travis Street, Suite 300 Dallas, Texas 75204 Telephone 214-443-5700 Fax 214-443-5790 15.2 Construction Manager shall continue to provide and maintain insurance in the types and amounts specified in City Secretary Contracts 24692 and 25295. 153) Concealed or latent physical conditions or subsurface conditions at the Site that (i) materially differ from the conditions indicated in the Contract Documents or (ii) are of an unusual nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent in the Work are collectively referred to herein as "Differing Site Conditions". If Construction Manager encounters a Differing Site Condition, Construction Manager will be entitled to an adjustment in the Total Project Budget and/or Project Time to the extent Construction Managers cost and/or time of performance are adversely impacted by the Differing Site Condition. 15,4 Upon encountering a Differing Site Condition, Construction Manager shall provide prompt written notice to Owner of such condition, which notice shall not be later than fourteen (14) days after such condition has been encountered, Construction Manager shall, to the extent reasonably possible, provide such notice before the Differing Site Condition has been substantially disturbed or altered. 1JSTJN!COMMERCIAL,INC. FORTWORTIT CONVENTIOIN CENTER Page 22 of 23 IN WITNESS WHEREOF, Owner has caused this Agreement to be signed in its corporate name by its Assistant City Manager, duly authorized to execute the same in its behalf by Mayor and Council Communication No. C-10850, approved by the City Council on May 30, 2000, and Austin Commercial, Inc. has signed by and through its duly authorized Vice President, thereby binding the Parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. APPROVED AS TO FORM: CITY OF FORT WORTH MIKE GROOMER, Asst. City Manager '4 BY BY V Assista ity Attorney Assistant City Manager ATTEST: CONSTRUCTION MANAGER: STEVE WARNICK, Vice President BY BY S+6j-J, (khaAAACb Corporate Secretary Vice President RECORDED: BY City Secre ry I-' 9- 6,C"s Date ,0 - X 8 0-5 0 Contract Authorization 1 10 Date AUSTIN CONTMERCIAL.INC. FOR-r WORTH CONINVENTION, CENTER Page 23 of 23 4i; ATTACHMENT 1 PHASE 1 PROJECT BUDGET CITY MANAGED DESIGN & CONSTRUCTION Soft Cost Owner $865,000 Environmental $125,000 CM MANAGED DESIGN & CONSTRUCTION Soft Cost Construction Manager $8,836,000 Hard Cost Construction Construction Contracts $28,100,000 Construction Contingency $2,800,000 Exposures $625,000 Project Contingency $2,649,000 Total Project Budget $44,000,000 AT JS'FIN COMMERCIAL,IN-C, FORT WORTH CONVEN'110N C!"NTER ATTACHMENT 2 Project Management Fee 1,400,000 3.5% of Project costs, including contingency, less city managed construction and PM fee Soft costs Preliminary Project Planning Phase 1A- Project Planning and Conceptual 225,000 Design Phase 1 B- Design/Preliminary Construction Management Services Design Management/Coordination 364,375 Bidding Phase 70,000 Project planning, Preliminary 659,375 Management Team consulting Team Architectural Services 75,000 Conventional Wisdom 66,000 Terra-Mar 58,140 Philip Johnson 12,000 211,140 Architectural Design Fee Phase 1 2,284,528 Phase !A 300,000 Phase 2 (Preliminary Schematic Design Fee) 101,987 2,686,515 Reimbursables Professional services CM Services (Consultants) Additional services (A/E) Reimbursables by subconsultants Environmental Study Material Testing Survey/Civil Geotechnical Traffic Direct Expenses, PR Advertisement Travel Printing Misc. Reirribursables CM staff services Total Reimbursables 3,878,970 Grand Total Not to Exceed Amount 8,836,000 AUSTIN COMMERCIAL,INC. F'ORT WORTH CONVENTION CENTER F The Insurance Company of the State of Pennsylvania Bond No. 22-37-49 Federal Insurance Company Bond No. 8154-05-80 PERFORMANCE BOND THE STATE OF TEXAS § COUNTY OF TARRANT § KNOW ALL MEN BY THESE PRESENTS: That we (1) Austin Commercial, Inc. , a (2) Corporation of Delaware , hereinafter called Principal, and (3) The Insurance Company of the State of Pennsylvania , a corporation organized and existing under the laws of the State of Pennsylvania AND Federal Insurance Company , a corporation organized and existing under the laws of the State of Indiana . and fully authorized to transact business in the State of Texas, as Sureties, are held and firmly bound unto the City of Fort Worth, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, in the penal sum of Forty Four Million and No/100 Dollars ($ 44,000,000.00) in lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas, for the payment of which sum well and truly be made, we hereby bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that WHEREAS, the Principal entered into a certain contract with the City of Fort Worth, the Owner, dated the ILOv day of June, 2000, for the Project and Construction Management of the: Fort Worth Convention Center Expansion and Renovation a copy of which contract is hereto attached, referred to, and made a part hereof as fully and to the same extent as if copied at length herein, such project and construction being hereinafter referred to as the "Work". NOW, THEREFORE, if the Principal shall well, truly and faithfully perform the work in accordance with the plans, specifications, and contract documents during the original term thereof, and any extensions thereof which may be granted by the Owner, with or without notice to the Sureties, and if it shall satisfy all claims and demands incurred under such contract, and shall fully indemnify and save harmless the Owner from all costs and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the Owner all outlay and expense that the Owner may incur in making good any default, then this obligation shall be void; otherwise to remain in full force and effect. PROVIDED FURTHER, that if any legal action be filed upon this bond, venue shall lie in Tarrant County, State of Texas. AND PROVIDED FURTHER, that the said Sureties, for value received, hereby stipulate and agree that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect their obligations on this bond, and they do hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications, IN WITNESS WHEREOF this instrument is executed in counterparts each one of which shall be deemed an original, this the '<av of June, 2000. sae I of 4 T"k '4 The Insurance Company of the State of Pennsylvania Bond No. 22-37-49 Federal, Insurance Company Bond No. 8154-05-80 Austin Commercial, Inc. ATTEST: Principal (4) By: &J Steve Warnick, Vice President (Printed Name/Title) (SEAL) P.O. Box 2879 (Address) Dallas Texas 75221-2879 (City, State, Zip) The Insurance Company of The State of Pennsylvania 8144 Walnut Hill Lane, Suite 1600 /70 Dallas, Texas 75231 1p (Address) By:0426� Attorney-in-Fact (5) ATTEST Daniel T. Howard (Printed Attorney-in-Fact) Witne- as to Surety Federal Insurance Company_ 1445 Ross Avenue, Suite 4200 Dallas, Texas 75202 (Address) B y ATT AA t t o r n e��--—�in--I�-�A c I J.E. Schranz (Printed Attorney-in-Fact) )CA vi Witness as to Surety emote: Date of Bond must not be prior to date of Contract (it I Correct name of Contractor (2) A Corporation, a Partnership or an Individuat, as the case inay be (13) Correct Mar e of Surety (4) If Contracror is Partnership, all Partners should execute bond 15) A.rue ctlol,of Power qfAttonney seall be attached to bond ky Attorney-it-Fact Page 2 of 4 The Insurance Company of the State of Pennsylvania Bond No. 22-37-49 Federal Insurance Company Bond No. 8154-05-80 PAYMENT BOND THE STATE OF TEXAS § COUNTY OF TARRANT § KNOW ALL MEN BY THESE PRESENTS: That we (1) Austin Connnercial, Inc. , a (2) Corporation of Delaware_, hereinafter called Principal, and (3) The Insurance Company of the State of Pennsylvania , a corporation organized and existing under the laws of the State of Pennsylvania AND Federal Insurance Company , a corporation organized and existing under the laws of the State of Indiana , and fully authorized to transact business in the State of Texas, as Sureties, are held and firmly bound unto the City of Fort Worth, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, in the penal sum of Forty Four Million and No/100 Dollars ($ 44,000,000.00) in lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas, for the payment of which sum well and truly be made, we hereby bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that WHEREAS, the Principal entered into a certain contract with the City of Fort Worth, the Owner, dated the 13 day of June, 2000, for the Project and Construction Management of the: Fort Worth Convention Center Expansion and Renovation a copy of which contract is hereto attached, referred to, and made a part hereof as fully and to the same extent as if copied at length herein, such project and construction being hereinafter referred to as the "Work". NOW, THEREFORE, the condition of the obligation is such that, if the Principal shall promptly make payment to all claimants as defined in Chapter 2253 of the Texas Government Code, supplying labor and materials in the prosecution of the work provided for in said Contract, then this obligation shall be null and void, otherwise it shall remain in full force and effect. THIS BOND IS MADE AND ENTERED into solely for the protection of all claimants supplying labor and material in the prosecution of the work provided for in said Contract, as claimants are defined in said Chapter 2253, and all such claimants shall have a direct right of action under the bond as provided in Chapter 2253 of the Texas Government Code. PROVIDED FURTHER, that if any legal action be filed upon this bond, venue shall lie in Tarrant County, Texas, and that the said Sureties, for value received, hereby stipulate and agree that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and they do hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or the specifications. PROVIDED FURTHER, that no final settlement between the Owner and the Contractor shall abridge the right of any beneficiary hereunder whose claim shall be unsatisfied, IN WITNESS WHEREOF, this instrument is executed in 2 counterparts each one of which shall be deemed an original, this the "At day of June, 21000, EA V Page 3 of 4 -ffiky uu FE, �Ulllll The Insurance Company of the State of Pennsylvania Bond No. 22-37-49 Federal, Insurance Company Bond No. 8154-05-80 Austin Commercial, Inc. ATTEST: Principal (4) By: Sj" OO.RAOAJ Steve Warnick, Vice President (Printed Name/Title) (SEAL) P.O. Box 2879 (Address) Dallas Texas 75221-2879 (City, State, Zip) The Insurance Company of The State of Permsylygma 8144 Walnut Hill Lane, Suite 1600 Dallas, Texas 75231 (Address) By:ac-�A` Attorney-in-Fact (5) ATTEST Daniel T. Howard (Printed Attorney-in-Fact) Witness/as to Surety Feder .al Insurance Cornany 1445 Ross Avenue, Suite 4200 Dallas, Texas 75202 ------- (Address) By: UT—___-, Attorney-in-Fact ATT J.E. Schranz (Printed Attorney-in-Fact) (�A�Witness as to Surety Note: Date of Bond must not be prior to date of Contract (1) Correct name of Contractor d) A Corporation, a Partnership or an Individual as the case mq be (3) Correct Mime of Surety (4) If Contractor is Partnership, all Partners should execute bond A true copy of Power of Attorney shall be attached w bond by Atosrney-in-Fact U, x Page 4 of 4 POWER OF ATTORNEY FEDERAL INSURANCE COMPANY ATTN: SURETY DEPARTMENT 15 Mountain View Road, Warren, NJD7O59 Telephone: (908) 903-2000 Fax No,.- (908) 903-3656 Know all Men by these Presents,That FEDERAL INSURANCE COMPAmv, an Indiana Corpomovn, has constituted and appninteg, and does hereby constitute and appoint Dawn Knight, Paul W. Hill, Daniel I. Howard and J. E. Schraoz of Dallas, Texas--- each its true and lawful Amomey'in-pactm execute under such designation in its name and uo affix its corporate seal/vand deliver for and on its behalf wmsurety thereon m,otherwise,bonds o,obligations on behalf of: Austin Industries,Inc. The Austin Industrial Division vf Austin Industries,Inc. Austin Bridge&Road, Inc, Austin Commercial.Inc. Austin Corporate Sorwoea mu..(d8o/a Austin Industries,Inn.) Austin Patmohem.Inc, Austin Structures,Inc. Austin Industrial British American Insurance Company Contractors&Manufacturers General Agency Austin Construction Company Austin Industrial,Inc. Austin Industrial Services,Inc. Austin Industrial Maintenance,Inc. any and all joint ventures wherein one or o/the above named shall participate,and any company subsequently acquired o,hrnoy byAustin Industries,|mc..as a subsidiary in which Austin Industries,Inc,owns at least 50%of the voting stock and in which operating control is vested in Austiti lodustries,Inc. Subject to: 1. Bonds issued in connection with bids or proposals to or with the United States of America,any state or political subdivinic.i thereof n,any person firm or corporation. 2. Bonds issued in connection with contracts to or with the United States of America,any State or political subdivision menm/nr any firm or co,,poration provided the penalty cx the contract bond o,liability incurred under such contract bond does not exceed the sum o/Twenty m/3imn Dollars($2onouVm0mN and any instruments amending or altering the same,and consents to the modification or alteration of any instruments referred tC in said bonds or obligations. o. 8vnuo and undertakings(other than Fiduciary avnoeomuBui|Bnvos)meomanyuuu.maoa,o,pmceeuinAinanyCnort.n,meuwuxanyShen#o,wagistrate. for the doing not doing of anything specified m such Bond v,Undertaking,in which the penalty of the bond u,undertaking doeunmoxceed the sum v/One Hundred Thousand Dollars(s1oo.uoo.uo). 4. License and permit bonds under the laws,ordinances n |au of any state,city,town,village,board o,other body v,organization,public o,private,in which the penalty m the bond does not exceed the sum o,One Hundred Thousand Dollars<$1oo.00OW>. And the execution of such bond or obligation by such Attorneys-in-Fact in this Company's name and on its behalf as surety thereon or otherwise,under its corporate seal,in pursuance of the authority hereby conferred shall,upon delivery thereof,be valid and binding upon this company, In Witness Whereof,the said FEDERAL INSURANCE COMPANY has,pursuant m its oru~m.caused these presents m»°signed by its Vice President and Assistant Secretary and its corporate seal mue hereto affixed this 15th day of November, 1999 Corporate Seal FEDERAL INSURANCE COMPANY By —''Kenneth—Wendel ^,wm�ms�°�� �' �—]-�'---� vice Preside t STATE eNEW JERSEY I � County m/Somerset K ° On this 15tb day of November" 1999 emote=*penwrnf0y came xen"el,'.0 vo"dei to hie known and uv"ne known m^°Assimmm Secretary m FEDERAL INSURANCE COMPANY,the co"mndw"mos=meum and°^= m°ecc*od the mmowngpm°ermAhvmem and*"aw Kenneth,o,Wendel bo°wby me duty e=nt.did udamwmn,-say ms/m^�xwstam Secretary mFEDERAL INSURANCE COMPANY aria knows ortwrporate seal thereot that the seal aff�xedmftelfore9comg Power of Attorney mawn corterrate seal and was Inoreto affixed by iorthrintym'he Bv-Laws of said Co mpank and ths? ,e wonert reed Power mAtiorney issAterstant Secretary mSent Gonroany try kke auloornic and that he m acquainted w&,Frank s,potenhorri and knoes;holt to be the Vice Proateentmsao-Company and that the signature msam Frank c Robertson sumsi"m*mswol Power mAttorney ism the genuine"mn*entmnof sam Frank s.Robertson and was thereto summobovby"no"*m said By-Laws and mmatr"ont'm^reson—'a wmmnalseiv Acknowledged and Swommbefore me on thid oate above written -- --_ / / pulAic IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BONP JSIOF ANY OTHER MATTER, PLEASE WRITE TO US AT THE ADDRESS LISTED ABOVE. THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA 175 WATER STREET NEW YORK, NEW YORK 10038 TEXAS NOTICE IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener information o para someter una queja: You may call The Insurance Company of the Usted puede Ilamar al numero de telefono gratis de State of Pennsylvania's toll-free telephone The Insurance Company of the State of number for information or to make a Pennsylvania's para information o para someter una complaint at: quej a al: 1-800-553-6938 1-800-553-6938 You may contact the Texas Department of Insurance to obtain information on Puede comunicarse con el Departamento de Seguros companies, coverages, rights or complaints de Texas para obtener information acerca de at: companies, coberturas, derechos o quejas al: 1-800-252-3439 1-800-252-3439 You may write the Texas Department of Insurance Puede escribir al Departarnento de Seguros de Texas P.O. Box 149104 Austin, TX 78714-9104 P.O. Box 149104 Fax# (512) 475-1771 Austin, TX 78714-9104 Fax# (512) 475-1771 PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your DISPUTAS SOBRE PRIMAS 0 RECLAMOS: Si premium or about a claim you should tiene una disputa concerniente a su prima o a un contact the agent first. If the dispute is not reclarno, debe comunicarse con el agente primero. Si resolved, you may contact the Texas no se resuelve la disputa, puede entonces Department of Insurance, comunicarse con el departarnento (TDI). ATTACHED THIS NOTICE TO YOUR POLICY: This notice is for information UNA ESTE AVID A SU POLIZA: Este aviso es only and does not become a part or solo para proposito de information v no se convierte condition of the attached document, en parte o condition del documento a'djunto. 53594 (5/92) Policyholder Information Notice IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener informaci6n o para someter una queja: You may call Chubb's toll-free telephone number Usted puede Ilamar al mimero de tel6fono gratis I p for information or to make a complaint at de Chubb"s para informaci6n o para someter una queja al 1-800-36-CHUBB 1-800-36-CHUBB You may contact the Texas Department of In- Puede comunicarse con el Departamento de surance to obtain information on companies, Seguros de Texas para obtener informaci6n acer- I coverages, rights or complaints at ca de compantas, coberturas, derechos o quejas al 1-800-252-3439 1-800-252-3439 You may write the Texas Department of Insurance Puede escribir al Departamento de Seguros de Texas P 0. Box 149104 P 0. Box 149104 Austin, TX 78714-9104 Austin, TX 78714-9104 FAX # (512) 475-1771 FAX # (5312) 475-1771 PREMIUM OR CLAIM DISPUTES: DISPUTAS SOBRE PRIMAS 0 RECLAMOS: Should you have a dispute concerning your Si tiene una disputa concerniente a su prima o premium or about a claim you should contact the a un reclamo, debe comunicarse con el agente agent first. If the dispute is not resolved, you may primero. Si no se resueve la disputa, puede en- contact the Texas Department of Insurance. tonces comunicarse con el departamento (TDI), ATTACH THIS NOTICE TO YOUR POLICY- UNA ESTE AVISO A SU POLIZA: This notice 11S for information only and does not Este aviso es solo para prop6sito de informaci6n become a part or condition of the attached y no se convierte en parte o condici6n del document. 4ocumento adjunto. Form 99-10-0299(Re,. 7-9) City of Fort Worth, Texas N"fifolf anti _404_VLUn Cl COMMUnC61tion MW Cl I 1 DATE REFERENCE NUMBER [L�OG SAME �PAGE� 5/30/00 -C-1 8050 20AD�DITIONS 1 of 2 _S�U U­BJ E C-�T �JTFI­IRD AMENDMENT TO AGREEMENT WITH AUSTIN COMMERCIAL, INC. FOR PROFESSIONAL SERVICES FOR PROJECT AND CONSTRUCTION MANAGEMENT , SERVICES FOR THE EXPANSION OF THE FORT WORTH CONVENTION CENTER RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations in the Public Events Improvements Fund in the amount of $44,018,747.99 for Phase I of the Fort Worth Convention Center; and 2. Authorize the sale of $44,400,000 City of Fort Worth, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2000 for the improvements to and the equipping of the Fort Worth Convention Center and to pay for the costs of issuance related to the sale on February 29, 2000 (M&C G-12837) to William R. Hough & Company, at a true interest rate of 5.8202%; and 3. Approve Amendment No. 3 to the agreement with Austin Commercial, Inc. (Austin) for the provision of project and construction management services for construction of the additions to the Fort Worth Convention Center for an additional fee not to exceed $4,976,610. DISCUSSION: Austin was selected by the City Council to provide planning services for the Convention Center (City Secretary Contract No. 24692). Amendment No. 1 (City Secretary Contract No. 25295) provided for detailed design and preparation of bid documents for the expansion. Amendment No. 2 (pending) provides for additional design and planning services associated with the south entry, the Water Gardens and concept plans for Phase 11. Construction Management services are necessary to provide for coordination of several prime contractors for phased construction. The services of the design architect, a subconsultant to Austin, are necessary to review the contractor's choice of materials and methods of construction. The renovation of the Convention Center will be executed under three basic construction contracts: (1) site work and demolition- (2) exterior shell; and (3) interior finish-out. Bids for the first phase of the expansion, demolition of the Kennedy Theater and general site work, were received on May 11, 2000, and is being recommended for award under a separate Mayor and Council Communication (M&C), Under the proposed agreement. Austin will be responsible for any costs that exceed the project budget, subject to changes in plans and specifications approved by the City. In the event the total cost of the project is less than the established project budget, the savings will revert to the City. The City will competitively bid the construction contracts, and the City Council will be asked to make an award based upon staff and Austin recommendations. The contracts will then be assigned to Austin for i execution, During progress of the construction, reimbursements due the construction contractors undei, contracts and executed by Austin, will be authorized under a subsequent M approving the construction contracts, City o,f Fort Worth, Texas "agor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 5/30/00 C_1 8054 20ADDITIONS 2 of 2 SUBJECT THIRD AMENDMENT TO AGREEMENT WITH AUSTIN COMMERCIAL, INC. FOR PROFESSIONAL SERVICES FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR THE EXPANSION OF THE FORT WORTH CONVENTION CENTER As both project and construction manager, Austin will receive 3.5% of the cost of the work as a project management fee and be reimbursed for it's soft costs. The cost of the work includes the construction contracts executed by Austin and Austin's soft costs. Based on the current budget, the project management fee will be limited to $1,400,000. The soft costs will be limited to $7,436,000 for the entire project. Following approval of this M&C, the total fees allocated for Phase 1 will be $8,836,000. Based on the current budget, deducting funds previously allocated in the original agreement and Amendments Nos. 1 and 2, the additional funds required to complete the management, design and construction services for Phase 1 is not to exceed $4,976,610. Austin Commercial, Inc. is in compliance with the City's M/WBE Ordinance by committing to an additional 26% M1WBE participation on this amendment. The City's goal on this amendment is 26%. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available, as appropriated, in the current capital budget of the Public Events Fund. MG:k !i I Submitted for City Manager's FUND ACCOUNTI CENTER AM )UN CITY SECRETARY Office stn i 1)C192 5412f1C1 62 192Cl2 J701 $44,018,474.99 Make Groomer 6149 � 1)0192 i 485200 1 02019 020701 � 44,618,74T99 � �� � j Qri anatin Department Ilcaci: )0192 531 X 0 020192020701 4,976,61 C#.f�t} E Hugo Malanga 7401 ( (from) MAY .11 2V AItturzal Infer ati.rt canteta i Hugo Malanga 7801 Adooted Ordinance No,