Loading...
HomeMy WebLinkAbout2024-09-24 Work Session & Regular Meeting PacketAGENDA City Council Work Session Tuesday, September 24, 2024 @ 5:30 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna will meet in a Closed Session on 09/24/2024 at 5:30 PM, in the Anna Municipal Complex - Council Chambers, located at 120 W. 7th Street, to consider the following items. 1.Call to Order, Roll Call, and Establishment of Quorum. 2.Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a.Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b.Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City Council; City Attorney annual review; Boards and Commissions The Council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 3.Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. 4.Adjourn. This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 09/20/2024. ____________________________ Carrie L. Land, City Secretary AGENDA City Council Meeting Tuesday, September 24, 2024 at 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna will meet on 9/24/2024 at 6:00 PM in the Anna Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the following items. Welcome to the City Council meeting. If you wish to speak on an Open Session agenda item, please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. 1.Call to Order, Roll Call, and Establishment of Quorum. 2.Invocation and Pledge of Allegiance. 3.Neighbor Comments. At this time, any person may address the City Council regarding an item on this meeting Agenda that is not scheduled for public hearing. Also, at this time, any person may address the City Council regarding an item that is not on this meeting Agenda. Each person will be allowed up to three (3) minutes to speak. No discussion or action may be taken at this meeting on items not listed on this Agenda, other than to make statements of specific information in response to a citizen’s inquiry or to recite existing policy in response to the inquiry. 4.Reports. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the Agenda. 5.Work Session. a.Discussion of Fire-Rescue Service in the County (Fire Chief Ray Isom) 6.Consent Items. These items consist of non-controversial or "housekeeping" items required by law. Items may be considered individually by any Council Member making such request prior to a motion and vote on the Consent Items. a.Approve City Council Meeting Minutes for September 10, 2024. (City Secretary Carrie Land) b.Review Minutes of the August 1, 2024, Joint Community Development Corporation and Economic Development Corporation Board Meeting. (Director of Economic Development Bernie Parker) c.Review Monthly Financial Report for the Month Ending August 31, 2024. (Budget Manager Terri Doby) d.Approve a Resolution re-appointing Robert Hallberg as City of Anna representative on the Greater Texoma Utility Authority Board of Directors for the term to expire December 31, 2026. (Assistant City Manager Greg Peters, P.E.) e.Approve a Resolution approving and authorizing the City Manager to execute an extension to the Agreement between Grace Place Community Garden and the City of Anna. (Community Enhancement Coordinator Olivia Demings) f.Approve a Resolution authorizing the City Manager to execute easement documents for a new franchise utility easement for ONCOR energy at Slayter Creek Park. (Assistant City Manager Greg Peters) g.Approve a Resolution awarding a professional services contract to Geotex Engineering for materials testing and observation services for the Pecan Grove Trail project. (Park Planning and Development Manager Dalan Walker) h.Approve a Resolution authorizing the City Manager to award the AV contract to AVI-SPL for audio and visual equipment for the community library in the amount not to exceed six hundred, ninety thousand and zero cents ($690,000). (Neighborhood Services Director Marc Marchand) i.Approve a Resolution Authorizing Participation in Additional Class Action Settlement Agreements Relating to Aqueous Form Filming Foams Litigation. (City Attorney Clark McCoy) j.Approve a Resolution Consenting to the Creation of a Political Subdivision in the City's Extraterritorial Jurisdiction . (City Attorney Clark McCoy) 7.Items For Individual Consideration. a.Consider/Discuss/Action on a Resolution directing the City Attorney and City Manager to prepare an amendment to the existing development agreement approved on December 13, 2022 via Resolution 2022-12-1335, per a request from NexMetro Communities for additional time on the project schedule. (Assistant City Manager Greg Peters) b.Consider/Discuss/Action on a Resolution directing the City Attorney and City Manager to prepare an amendment to the existing development agreement approved on April 12, 2022 via Resolution 2022-04-1142, per a request from NRP Group for additional time on the project schedule. (Assistant City Manager Greg Peters) c.Consider/Discuss/Action on a Resolution authorizing the City Manager to execute an Impact Fee Reimbursement Agreement with Pulte Homes of Texas, LP for the construction of public roadway, sanitary sewer and water improvements (City Engineer Wes Lawson). d.Consider/Discuss/Action on a Resolution accepting the dedication of 12.642 acres of park land from Anna 51 Joint Venture. (Park Planning and Development Manager Dalan Walker) e.Consider/Discuss/Action on filling a vacancy on the Diversity and Inclusion Advisory Commission. (Interview Committee) f.Consider/Discuss/Action on Appointment of the 2025 Boards and Commissions Interview Committee (City Manager Ryan Henderson) 8.Future Agenda Items. a.Discussion on Amendments to Chapter 9 Planning and Development Regulations Pertaining to Tree Preservation and Tree Requirements (Councilman Kevin Toten). 9.Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a.Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). Development Agreements. b.Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City Council; City Attorney annual review; boards and commissions appointments. The Council further reserves the right to enter into Executive Session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 10.Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. 11.Adjourn. This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 9/20/2024. Carrie L. Land, City Secretary Item No. 5.a. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: AGENDA ITEM: Discussion of Fire-Rescue Service in the County (Fire Chief Ray Isom) SUMMARY: The workshop item is to present how Anna Fire-Rescue has traditionally provided service to county (Anna ETJ) residents while also discussing future options. FINANCIAL IMPACT: This item has no financial impact at this time. BACKGROUND: A number of our neighboring cities in Collin County are having discussions about fire- rescue service in the county and their respective ETJs. We believe that now is also the appropriate time to discuss several issues that have recently arisen related to levels of expected service and County contributions to provide that service to its taxpayers. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Safe. ATTACHMENTS: Item No. 6.a. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: AGENDA ITEM: Approve City Council Meeting Minutes for September 10, 2024. (City Secretary Carrie Land) SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: 1. CCmin2024-09-10 Work Session 2. CCmin2024-09-10 City Council Work Session Meeting Minutes Tuesday, September 10, 2024 @ 5:30 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna met in a Closed Session on 9/10/2024 at 5:30 PM, in the Anna Municipal Complex - Council Chambers, located at 120 W. 7th Street, to consider the following items. 1. Call to Order, Roll Call, and Establishment of Quorum. Mayor Cain called the meeting to order at 5:32 PM. Members Present: Mayor Pete Cain Mayor Pro Tem Stan Carver ll Deputy Mayor Pro Tem Elden Baker Council Member Kelly Herndon Members Absent: None 2. Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Boards and Commissions MOTION: Council Member Herndon moved to enter closed session. Deputy Mayor Pro Tem Baker seconded. Motion carried 4-0. Mayor Cain recessed the meeting at 5:32 PM. Mayor Cain reconvened the meeting at 6:00 PM. 3. Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. No action was taken. 4. Adjourn. Mayor Cain adjourned the meeting at 6:00 PM. Approved on the 24th Day of September 2024 ______________________________ ATTEST: Mayor Pete Cain ______________________________ City Secretary Carrie L. Land Regular City Council Meeting Meeting Minutes Tuesday, September 10, 2024 @ 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna met on 9/10/2024 at 6:00 PM in the Anna Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the following items. 1. Call to Order, Roll Call, and Establishment of Quorum. Mayor Cain called the meeting to order at 6:00 PM. Members Present: Mayor Pete Cain Mayor Pro Tem Stan Carver ll Deputy Mayor Pro Tem Elden Baker Council Member Kevin Toten Council Member Jody Bills Council Member Kelly Herndon Council Member Lee Miller Members Absent: None 2. Invocation and Pledge of Allegiance. Mayor Pro Tem Carver led the Invocation and Pledge of Allegiance. 3. Neighbor Comments. Delphine Lowrey, Nichole Hunt, Russell Wong, and Rob Sell spoke about the North Pointe Crossing ravine. 4. Reports. a. Proclamation - Constitution Week 2024 The John F. Greer Chapter, DAR, was established in and continues to meet in the City of Anna at White Rock Baptist Church. The Chapter observes annually, Constitution Week, September 17th through the 23rd, to commemorate the adoption of the US Constitution. September 17, 2024, marks the two hundred thirty-seventh anniversary of the drafting of the Constitution of the United States of America by the Constitutional Convention. Mayor Cain presented a Proclamation declaring September 17th through the 23rd as Constitution Week. Council Member Toten provided a reminder that Saturday, September 14th from 9:00 AM to 11:00 AM is Coffee with Cops. 5. Work Session. a. City of Anna Recreation Programming. (Neighborhood Services Assistant Director Jeff Freeth) Neighborhood Services Assistant Director Jeff Freeth provided a presentation on the past, current and the future of recreation programs. The presentation covered programming for youth (12 and under), teens (13- 17), adults, and adults 50+. The following programming areas were discussed: athletics, contract classes, staff-led programs, special event permits, and facility reservations. The purpose of the presentation is to keep the council apprised of the growth of recreation programming by including data from past programs and forecasts or trends for future programs. The presentation, and data, should provide the council with a reference point of where recreation currently stands and provide them with insight for future planning and decision- making. 6. Consent Items. MOTION: Council Member Toten moved to approve items 6.a.-g. Council Member Herndon seconded. Motion carried 7-0. a. Approve City Council Meeting Minutes for August 27, 2024, and September 3, 2024. (City Secretary Carrie Land) b. Approve the Quarterly Investment Report for the Period Ending June 30, 2024. (Director of Finance Aimee Ferguson) c. Review Minutes of the July 22, 2024, April 22, 2024, March 25, 2024 and February 26, 2024 Diversity and Inclusion Advisory Commission Meetings. (Assistant City Manager Taylor Lough) d. Approve a Resolution Authorizing the City Manager to Execute an Interlocal Cooperation Agreement with the City of Allen for Mutual Aid for Information Technology Services. (IT Manager Chris Talbot) Approximately 15 cities in the North Texas region have created an alliance to render voluntary Information Technology mutual aid should a crisis occur at any of the participating municipalities. Many types of threats (cyberattack, natural disaster, etc.) could swiftly overwhelm any IT department on their own. This agreement formalizes the opportunity to support each other during times of urgent emergency circumstances. Since inception in 2020, no participating cities have utilized the agreement. The City of Allen has accepted the role of "host city." Participating entities currently include, but are not limited to Celina, Fate, Forney, Prosper, Murphy, University Park. This item has no financial impact; however, as the agreement states, the "requesting entity" receiving mutual aid would be responsible for any incidental costs of equipment, software, services, or any overtime costs, if requested by the "responding entity." A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AN INTERLOCAL COOPERATION AGREEMENT FOR MUTUAL AID WITH THE CITY OF ALLEN, TEXAS FOR INFORMATION TECHNOLOGY SERVICES; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE e. Approve a Resolution Authorizing the City Manager to Execute the Cyber Liability and Data Breach Response Interlocal Agreement (ILA) with the Texas Municipal League Intergovernmental Risk Pool (TMLIRP). (IT Manager Chris Talbot) On a monthly basis, city staff engage in routine training to hedge against cyber threats, ensuring continuity of operations and prevention of financial harm to the city. In addition to end-user education, the city has multiple policies in place to ensure compliance with security best practices. The city also utilizes numerous technical controls to improve our security posture; however, cyber threats continue to evolve, posing significant risks. The Texas Municipal League Intergovernmental Risk Pool (TMLIRP) Board of Trustees recently created a new Cyber Fund and approved changes to the Pool’s Coverage structure, effective on October 1, 2024. Members must elect to continue coverage or “opt-in” by completing and returning the Cyber Interlocal Agreement to participate in the newly-created Cyber Fund. Future cyber-criminal activity is impossible to predict, which means neither the "Risk Pool" nor any other insurer can rely on past patterns and trends to predict future losses. This program seeks to further insure against losses that may be incurred at a nominal premium. Funding for this agreement will be appropriated in the FY2025 budget for property and liability insurance in the amount of $1,875. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AN INTERLOCAL COOPERATION AGREEMENT FOR CYBER LIABILITY AND DATA BREACH RESPONSE WITH THE TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE f. Approve a Resolution Authorizing the City Manager to Execute a Purchase Order for Jacobs Manufacturing to Purchase Reinforces Fiberglass Buildings to Better Protect Water Disinfection Equipment (Director of Public Works Steven Smith). The City of Anna contracted with the engineering consulting firm Plummer to complete a Risk and Resilience Assessment for compliance with America’s Water Infrastructure Act. The plan was adopted and submitted to the State of Texas in 2023. The assessment identified that the buildings protecting the water disinfection equipment posed a risk due to their substandard construction materials. The existing buildings are insufficient for protecting critical equipment from the regularly occurring weather conditions encountered in North Texas. This item approved the purchase of new enclosures which meet the level of protection identified as a need in the Risk and Resilience Assessment. Funding for the Risk and Resilience Infrastructure Improvements project was appropriated in the FY2024 Community Investment Program budget in the amount of $200,000 from the Utility Infrastructure Investment Fund. The estimated cost of this equipment is $57,559.28. A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE ORDER FOR JACOBS MANUFACTURING TO PURCHASE REINFORCED FIBERGLASS PLASTIC BUILDINGS TO BETTER PROTECT WATER DISENFECTION EQUIPMENT IN AN AMOUNT NOT TO EXCEED FIFTY-SEVEN THOUSAND FIVE HUNDRED FIFTY-NINE DOLLORS AND TWENTYEIGHT CENTS ($57,559.28). g. Approve a Resolution Consenting to the Addition of 23.130 Acres of Land to Blue Meadow Municipal Utility District No. 1 of Collin County. (City Attorney Clark McCoy) This 23 acres is part of a much larger development east of Anna near Blue Ridge and outside of Anna's ETJ. This resolution is essentially a repeat of a resolution adopted by the Council on May 10, 2022 (Res. No. 2022-05- 1170). It involves exactly the same 23- acre tract of land on the far eastern Anna ETJ boundary. Recently, the developer divided the original MUD into three separate MUDs. The annexation that they had planned for originally did not occur. Now that they are going to annex the tract into one of the new MUDs they have sought a separate consent. Staff is recommending approval of this consent resolution. This resolution consents to an existing Municipal Utility District (MUD) annexing 23 acres that are within the City's ETJ. RESOLUTION OF THE CITY OF ANNA, TEXAS CONSENTING TO THE ADDITION OF 23.130 ACRES OF LAND TO BLUE MEADOW MUNICIPAL UTILITY DISTRICT NO. 1 OF COLLIN COUNTY 7. Items For Individual Consideration. a. Consider/Discuss/Action regarding a Resolution authorizing a professional services agreement for planning & engineering services with Kimley-Horn and Associates, Inc. for the Comprehensive Plan update. (Director of Development Services Stephanie Scott-Sims) On Tuesday, July 30, 2024, City Council held a special meeting to receive a presentation and provide feedback on the status of the Anna 2050 Comprehensive Plan and development processes in the City of Anna. Adopted in April of 2021, the Anna 2050 Comprehensive Plan outlines a strategic vision for Anna’s growth and development. Comprehensive plans are typically reviewed for updates every five years. However, Anna has been in a period of record growth over the past three years. As such, it is an appropriate time to review the plan to ensure that it continues to meet the community’s changing needs. Based upon the feedback received, city staff developed a preliminary schedule for an update to the comprehensive plan. The primary focus of the update will be to update the Future Land Use Plan, Preferred Scenario Diagram, and the identified “Placetypes” which are used to describe the intended character of key areas within the community. These components are contained in Chapter 2 and 3 of the Anna 2050 plan. During the process, Chapter 10: Implementation Strategy will also be updated to reflect the completion of many action items originally identified in the plan, and the inclusion of new action items which may be required. A separate process to update the Parks, Trails, and Open Space Plan (Chapter 8) is proposed in the Fiscal Year 24-25 budget and will be led by the Neighborhood Services Department. Currently, staff does not see a need to make any revisions to the Downtown Master Plan. The anticipated budget for the Anna 2050 Comprehensive Plan update for Chapters 2, 3, and 10 is $125,000. The City has identified existing funding sources within the FY2025 budget to provide funding for the process without requiring additional funding sources. However, once the update is completed, there may be action items which will require additional funding to be approved by the City Council. Due to the continued growth of the community and to be responsive to community feedback, the City is seeking to begin the update process as soon as possible. The process of updating and revising the comprehensive plan will require the input of the City Council, the Planning & Zoning Commission, City staff, Anna neighbors, the development community, and others. Staff recommends contracting Kimley-Horn to provide consulting services on the project. Kimley-Horn was the original consultant who worked on the Anna 2050 plan and is in the best position to move quickly through the detailed process. City staff will provide oversight. The proposed preliminary schedule for the update is listed below. Staff will finalize the schedule and include a final detailed schedule with the consultant contract, which will be reviewed and approved by the City Council. Following the formal adoption of the revised plan, staff will implement changes to city ordinances, development processes, and working through the specific tasks identified in the revised Implementation Strategies (Chapter 10). This item allows City staff to hire and work with Kimley-Horn & Associates, Inc. to provide the necessary updates to the City's Comprehensive Plan. Funding for the Comprehensive Plan update has been identified in the General Fund for the FY2023-2024 and FY2024-2025 budget in the amount of $125,000. MOTION: Council Member Toten moved to approve. Council Member Herndon seconded. Motion carried 7-0. A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH KIMLEY-HORN AND ASSOCIATES, INCORPORATED, AS SHOWN IN EXHIBIT “A” ATTACHED HERETO, IN THE AMOUNT NOT TO EXCEED ONE HUNDRED TWENTYFIVE THOUSAND DOLLARS AND ZERO CENTS ($125,000.00), IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. b. Consider/Discuss/Action approving an Ordinance adopting the FY2025 Budget. (Budget Manager Terri Doby) Texas Local Government Code 102.007 requires the adoption of the budget by the governing body of the municipality by a record vote. The Annual Budget is developed through an extensive process of reviewing requests received from various City departments, then prioritizing those requests in a manner that utilizes resources effectively, within fiscal constraints, while working to achieve goals set forth by the City Council. The proposed budget was presented to the City Council on August 13th and was posted on the City’s website on August 14th. The public hearing on the proposed budget and tax rate were conducted on September 3rd. The FY2025 budget is funded with a tax rate of $0.507200 per $100 in taxable value, which less than the tax rate adopted last year. While budgets are always a challenge, we have worked diligently to propose a budget that is both balanced and sufficient to meet the needs of the coming fiscal year while sustainable for years to come. We express our appreciation to the City Council for their diligent efforts throughout the year in providing guidance, direction and support for our efforts to serve the City of Anna. As Anna continues to grow, the city remains committed to its Strategic Success Statements. The FY2025 budget is designed to preserve and enhance the quality of existing services and respond appropriately to our City’s continuing growth and development. MOTION: Council Member Herndon moved to approve. Deputy Mayor Pro Tem Baker seconded. Motion carried 7-0. AN ORDINANCE MAKING APPROPRIATIONS FOR THE SUPPORT OF THE CITY OF ANNA FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2024 AND ENDING SEPTEMBER 30, 2025; APPROPRIATING MONEY TO AN INTEREST AND SINKING FUND TO PAY INTEREST AND PRINCIPAL ON THE CITY’S INDEBTEDNESS; AND ADOPTING THE ANNUAL BUDGET OF THE CITY OF ANNA FOR THE 2024 – 2025 FISCAL YEAR. c. Consider/Discuss/Action regarding a Resolution ratifying the property tax revenue increase reflected in the City of Anna FY2025 Budget. (Budget Manager Terri Doby) Section 102.007 of the Local Government Code states that adoption of a budget that will require raising more revenue from property taxes than in the previous year requires a separate vote of the governing body to ratify the property tax increase reflected in the budget. A vote under this subsection is in addition to and separate from the vote to adopt the budget or a vote to set the tax rate required by Chapter 26 of the Tax Code. The budget funded by a tax rate of $0.507200. While this rate is less than the tax rate adopted last year, a separate vote of the governing body to ratify the property tax increase reflected in the budget is required. The total amount of revenue generated from property taxes will increase by $2,757,959 which is a 17.39 percent increase from last year's budget. The property tax revenue to be raised from new property added to the tax roll this year is $2,018,249. MOTION: Council Member Herndon moved to approve. Deputy Mayor Pro Tem Baker seconded. Motion carried 7-0. A RESOLUTION OF THE CITY OF ANNA, ACKNOWLEDGING AND RATIFYING THAT THE ADOPTION OF THE FISCAL YEAR 2024-2025 ANNUAL BUDGET WILL REQUIRE RAISING MORE REVENUE FROM PROPERTY TAXES THAN IN THE PREVIOUS FISCAL YEAR. d. Consider/Discuss/Action approving an Ordinance adopting the FY2025 Tax Rate. (Budget Manager Terri Doby) Section 26.05 of the Property Tax Code requires that the governing body of each taxing unit adopt a tax rate for the current year and shall notify the assessor for the taxing unit of the rate adopted. The governing body must adopt a tax rate before September 30th. The tax rate consists of two components, (operations and maintenance rate and debt service rate), each of which must be approved separately. The FY2025 budget can be funded by adopting a tax rate of $0.507200 cents per $100 valuation. Of the total tax rate, $0.360213 cents are dedicated to the general fund maintenance and operations (M&O) and $0.146987 cents are dedicated for the payment of general fund debt obligations, or interest and sinking (I&S). State regulations require specific language to be included in the ordinance and motion adopting the tax rate. The language in the motion is meant to reflect the change in the total tax rate while the language in section 5 of the ordinance only reflects the change in the M&O portion of the rate. The M&O rate exceeds the M&O no-new-revenue rate by 3.93% but is lower than the FY2024 adopted M&O rate, resulting in a $5.72 decrease on a $100,000 home. As the proposed rate exceeds the no-new-revenue rate of $0.482976, the motion must be made in the following form: “I move that the property tax rate be increased by the adoption of a tax rate of $0.507200, which is effectively an 5.02% percent increase in the tax rate.” In addition to statutory requirements for the language of the motion to adopt the tax rate, Sec. 26.05(b) requires 60% of the Council to vote in favor of a tax rate that exceeds the no-new-revenue tax rate. This means that 5 members of the Council must vote in favor of the motion to pass the $0.507200 rate. MOTION: Council Member Toten moved that the property tax rate be increased by the adoption of a tax rate of $0.507200, which is effectively a 5.02 percent increase in the tax rate. Deputy Mayor Pro Tem Baker seconded. Motion carried 7-0. AN ORDINANCE LEVYING PROPERTY TAXES FOR USE AND SUPPORT OF THE MUNICIPAL GOVERNMENT OF THE CITY OF ANNA FOR THE 2024-2025 FISCAL YEAR; PROVIDING FOR AN INTEREST AND SINKING FUND FOR ALL OUTSTANDING DEBT OF THE CITY OF ANNA; PROVIDING FOR APPORTIONING EACH LEVY FOR THE SPECIFIC PURPOSES; AND, PROVIDING WHEN TAXES SHALL BECOME DUE AND WHEN SAME SHALL BECOME DELINQUENT IF NOT PAID. e. Consider/Discuss/Action regarding a Resolution authorizing an Agreement for Annual Audit Services. (Director of Finance Aimee Ferguson) The City Charter for the City of Anna and Chapter 103 of the Texas Local Government Code require that the City have an annual audit performed by independent certified public accountants. On August 26, 2024, the city received proposals for annual audit services. The invitation was advertised in the local paper and posted on the City's eProcurement system. Proposals were solicited from six firms and the city received three proposals and two no bids. Staff reviewed the three proposals, interviewed two firms and recommends Forvis Mazars, LLP. Staff recommended awarding the Request for Proposal for Audit Services to Forvis Mazars, LLP and to authorize the City Manager to execute the agreement. The term of the agreement is for three years, beginning with the September 30, 2024, year ending with the option to renew for two additional one-year terms. Funding for audit services is appropriated in the FY2025 Finance and Utility Administration department budgets in the amount of $65,000. Pricing is firm for the term of the agreement is as follows: MOTION: Council Member Herndon moved to approve. Mayor Pro Tem Carver seconded. Motion carried 7-0. A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT FOR AUDIT SERVICES f. First Reading of a Resolution approving the Fiscal Year 2024-2025 Anna Community Development Corporation Annual Budget. (Director of Economic Development Bernie Parker) Two readings of the resolution are required prior to adopting the CDC Budget. The resolution is included in the proceeding item adopting the CDC Budget. The CDC Board approved the proposed FY 2024-2025 budget on July 18, 2024. This was the first reading of the resolution. Mayor Cain read the following: A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND APPROVING THE FISCAL YEAR 2024-2025 BUDGET FOR THE ANNA COMMUNITY DEVELOPMENT CORPORATION; AND PROVIDING AN EFFECTIVE DATE. g. Second Reading of a Resolution approving the Fiscal Year 2024-2025 Anna Community Development Corporation Annual Budget. (Director of Economic Development Bernie Parker) Two readings of the resolution are required prior to adopting the CDC Budget. The resolution is included in the proceeding item adopting the CDC Budget. The CDC Board approved the proposed FY 2024-2025 budget on July 18, 2024. This was the second reading of the resolution. Mayor Cain read the following: A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND APPROVING THE FISCAL YEAR 2024-2025 BUDGET FOR THE ANNA COMMUNITY DEVELOPMENT CORPORATION; AND PROVIDING AN EFFECTIVE DATE. h. Consider/Discuss/Action a Resolution approving the Fiscal Year 2024-2025 Anna Community Development Corporation Annual Budget. (Director of Economic Development Bernie Parker) Staff proposed a $3,444,141 FY 2024-2025 Budget, and it was approved by the CDC Board on July 18, 2024. Sales tax revenues remain strong, giving the CDC more funding for projects. The FY 2025 Budget is focused on the Downtown Master Plan implementation and continuing to attract new businesses and developments to Anna. The proposed FY 2025 CDC budget is $3,444,141. MOTION: Mayor Pro Tem Carver moved to approve. Council Member Miller seconded. Motion carried 7-0. i. Consider/Discuss/Action on a Resolution approving the Fiscal Year 2024- 2025 Anna Economic Development Corporation Annual Budget. (Director of Economic Development Bernie Parker) Staff proposed a $524,800 FY 2024-2025 Budget, and it was approved by the EDC Board on July 18, 2024. The FY 2024-2025 Budget is focused heavily on attracting primary jobs. The proposed FY 24 EDC budget is $524,800. MOTION: Council Member Toten moved to approve. Council Member Herndon seconded. Motion carried 7-0. j. Consider/Discuss/Action on a Resolution authorizing the City Manager to execute purchase orders in a third amendment to the Construction Manager at Risk contract for the construction of improvements at the Hurricane Wastewater Treatment Plant with Garney Construction. (Director of Public Works Steven Smith). Planning for the Hurricane Creek Regional Wastewater Treatment Plant project began in FY2022 as growth in the City of Anna and this area of North Texas made necessary a way to efficiently provide wastewater treatment services to the region. Permitting and design began and was paid for from the Wastewater Treatment Impact Fee fund. Later in 2022, $65 million in Combination Tax & Revenue Certificates of Obligation were issued to begin construction. A contract for Construction Manager at Risk (CMAR) was awarded to Garney in the amount of $12.4 million in July 2023. The second amendment to the CMAR contract in the amount of $18.6 million was approved by City Council in February 2024. Garney will self-perform the work identified in BP 2.01. This bid package is the next step in the construction of the treatment plant. As the project continues to move forward additional portions of the project will be bid, and brought before the City Council for approval. Garney will be responsible for managing all contractors on the project, and performing some portions of the work themselves, where it makes the most sense from a cost, efficiency, and labor perspective. Staff reviewed the bid package and the bid results, and recommended approval. In July of 2023, the City Council of the City of Anna, Texas awarded the Construction Manager At Risk contract for the Hurricane Creek Regional Wastewater Treatment Plant project to Garney Construction (Resolution 2023-07-1495. The project is continuing to move forward, with each major component being reviewed and approved as "Amendments" to the contract, in order to provide formal authorizations. Garney self-performs portions of the construction on the project. As the CMAR, they regularly bid on some of the work packages, providing opportunities for other construction companies to bid against them, in order to ensure the City is receiving the best value for the investment made. City staff worked with the design engineer (Kimley Horn) and Garney to prepare the site construction package for the bid. Garney has completed the bid process for the work, and is now ready to move forward with the construction team to begin construction of this portion of the scope. This item is required in the overall project, and was included in the original project design, construction scope, and budget. While the City Council has previously authorized the project, staff brought this to the City Council for formal approval due to the significance and cost of the work. Funding for the Hurricane Creek Regional Wastewater Treatment Plant project was appropriated beginning in the FY2023 Capital Improvement Program budget in the amount of $65 million in bond funds issued in 2022. Funds obligated to date total $31 million. The estimated cost for the construction and installation of the materials in this action is $35,876,786. Additional project funding is identified in the FY2024 budget from Wastewater Impact Fee Funds for the project. MOTION: Mayor Pro Tem Carver moved to approve. Council Member Toten seconded. Motion carried 7-0. A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE PURCHASE ORDERS IN THE AMOUNT NOT TO EXCEED THIRTY-FIVE MILLION EIGHT HUNDRED SEVENTY- SIX THOUSAND SEVEN HUNDRED EIGHTY-SIX DOLLARS AND ZERO CENTS ($35,876,786.00) TO GARNEY COMPANIES, INCORPORATED FOR THE CONSTRUCTION AND INSTALLATION OF EQUIPMENT AND MATERIALS AT THE HURRICANE CREEK REGIONAL WASTEWATER TREATMENT PLANT; AND PROVIDING FOR AN EFFECTIVE DATE. k. Consider/Discuss/Action on Filling Vacancies on the Parks Advisory Board, Board of Adjustments, and Diversity and Inclusion Advisory Commission. (City Secretary Carrie Land) Jeff Reece, a member of the Parks Advisory Board, submitted his resignation from his position on August 19th due to personal reasons. The resignation was effective immediately, leaving Place 2 vacant, a term set to end in 2026. Tom Longmire's appointment to the Planning and Zoning Commission has resulted in a vacancy on the Board of Adjustments. The open position is Place 2, which has a term that ends in 2026. The seat held by Raul Luthra on the Diversity and Inclusion Advisory Commission is now vacant. The open position is Place 7, with the term set to end in 2025. The Interview Committee has evaluated applications from neighbors wishing to serve. They will present their nominations at the City Council Meeting for City Council's consideration. MOTION: Council Member Toten moved to appoint Nicole Hunt to the Parks Advisory Boards. Council Member Herndon seconded. Motion carried 7-0. MOTION: Council Member Toten moved to appoint Elijah Nelms. Council Member Herndon seconded. Motion carried 7-0. No action was taken for the Diversity and Inclusion Advisory Commission. l. Consider/Discuss/Action on Appointment of the 2025 Boards and Commissions Interview Committee. (City Secretary Carrie Land) The Interview Committee is composed of three Council Members tasked with reviewing Board and Commission appointments. Their responsibilities include reviewing applications, conducting interviews, and presenting appointment recommendations to the City Council. Additionally, they suggest appointees to fill vacancies throughout the year. Interviews will be held on Saturday, October 12, 2024. Appointment will be made on Tuesday, November 12, 2024. No action was taken, as the Interview Committee members will remain the same. The Interview Committee members are Mayor Cain, Deputy Mayor Pro Tem Baker, and Council Member Toten. 8. Future Agenda Items. 9. Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). City ordinances and regulations. b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City Council. City Secretary's Annual Review. City Manager's Annual Review. MOTION: Council Member Toten moved to enter closed session. Council Member Herndon seconded. Motion carried 7-0. Mayor Cain recessed the meeting at 7:25 PM. Mayor Cain reconvened the meeting at 9:07 PM. 10. Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. No action was taken. 11. Adjourn. Mayor Cain adjourned the meeting at 9:07 PM. Approved on the 24th day of September 2024 ______________________________ ATTEST: Mayor Pete Cain ______________________________ City Secretary Carrie L. Land Item No. 6.b. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Bernie Parker AGENDA ITEM: Review Minutes of the August 1, 2024, Joint Community Development Corporation and Economic Development Corporation Board Meeting. (Director of Economic Development Bernie Parker) SUMMARY: This item is for Council to review meeting minutes from the August 1, 2024, CDC/EDC Joint Board Meeting. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: The CDC/EDC met on August 1, 2024, for their monthly Joint Board Meeting. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. August 1_2024 CDC EDC Joint Meeting Minutes (Signed) Item No. 6.c. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Terri Doby AGENDA ITEM: Review Monthly Financial Report for the Month Ending August 31, 2024. (Budget Manager Terri Doby) SUMMARY: The City of Anna's financial policies require the publication of a financial report monthly. This report covers the financial performance for Fiscal Year 2024 through August 31, 2024. Enclosed in the report is an executive dashboard that provides a high level look at major funds along with detailed reporting of sales tax collections. The financial condition of the City remains strong and the reported funds adhere to fund balance requirements. FINANCIAL IMPACT: Information only. BACKGROUND: The FY2024 Budget was adopted on September 12, 2023. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. FY2024 City Council Monthly Financial Report August Positive Positive variance compared to historical trends Warning Negative variance of 3%-5% compared to historical trends Negative Negative variance of >5% compared to historical trends FY2024 FY2024 % Budget YTD REVENUES General Fund Property Taxes 11,191,000$ 11,300,170$ 101% Sales Tax 4,293,000 4,374,190 102%Reflects ten month of remittances Franchise and Local Taxes 825,000 971,218 118% Charges for Services 730,000 1,288,583 177% Fines 300,000 437,354 146% Permits, Licenses and Fees 4,330,000 5,699,222 132% Investment Income 500,000 1,049,235 210% Other Revenues 37,000 222,828 602% Revenue Total 22,206,000$ 25,342,800$ 114%With 92% of the year expired, revenues recorded in the General Ledger are at 114% of budget. EXPENDITURES General Fund Expense Total 22,205,696$ 21,649,866$ 97% With 92% of the year expired, expenses are 97% of budget. One-time spending includes vital public safety equipment and runoff election expenses. . Utility Fund REVENUES Water Sales 10,846,000$ 10,515,595$ 97% Wastewater Charges 7,718,000 7,758,446 101% Sanitation Revenue 2,300,000 3,235,796 141% Other Charges for Services 628,570 865,130 138% Permits, Licenses and Fees 1,522,000 786,498 52% Investment Income 302,000 653,285 216% Other Revenues 600 56,749 9458% Utility Fund Total 23,317,170$ 23,871,499$ 102%With 92% of the year expired, revenues recorded in the General Ledger are at 102% of budget. EXPENDITURES Utility Fund Expense Total 21,547,935$ 23,681,977$ 110% With 92% of the year expired, expenses are 110% of budget; included are several one-time expenses including debt service payments. Increased expenses will be offset by increased revenues. CITY OF ANNA GENERAL & UTILITY FUNDS DASHBOARD Through August 31, 2024 Favorable / Unfavorable % Change 2023-24 Collections from 2022-23 Collections Monthly Prior Year Monthly October 655,358$ 25.5% 522,386$ November 695,026 28.0% 542,873 December 768,837 23.5% 622,388 January 566,981 24.8% 454,358 February 621,381 34.2% 463,016 March 723,838 19.5% 605,483 April 647,636 17.4% 551,653 May 699,251 18.1% 591,858 June 835,007 31.5% 634,824 July 785,388 30.9% 600,214 August 656,241 September 707,590 6,998,703$ 6,952,884$ Budget: 6,753,000 103.6% 6,753,100 CITY OF ANNA Schedule of Sales Tax Collections For the month July 31, 2024 $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 Monthly Sales Tax Collections: 3 Year Comparison FY2021-22 FY2022-23 FY2023-24 Fiscal Year 2023-24 Fiscal Year 2022-23 Monthly Monthly October 56 1 November 44 39 December 57 17 January 150 16 February 170 32 March 172 129 April 174 124 May 114 72 June 128 82 July 78 179 August 60 119 September 44 1,203 854 % Budget FY2024 Budget: 800 150.4% CITY OF ANNA Building Permits Issued Thru the month August 31, 2024 0 20 40 60 80 100 120 140 160 180 200 Monthly Building Permits Received: 2 Year Comparison FY2022-23 FY2021-22 Item No. 6.d. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Carrie Land AGENDA ITEM: Approve a Resolution re-appointing Robert Hallberg as City of Anna representative on the Greater Texoma Utility Authority Board of Directors for the term to expire December 31, 2026. (Assistant City Manager Greg Peters, P.E.) SUMMARY: Item before City Council is to reappoint Robert Hallberg to the Greater Texoma Utility Authority. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: The City is a member of the Greater Texoma Utility Authority. GTUA is a special-law district organized under Article XVI, Section 59, of the Texas constitution and operates under Chapter 49 of the Texas Water Code. GTUA is governed by a Board of Directors appointed by its member cities. Place 8 on the GTUA Board is appointed by the City Council of Anna. Currently, Robert Hallberg sits on the board, in Place 8, with a term expiring December 31, 2024. Mr. Hallberg has expressed an interest in continuing to serve. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Neighborly. ATTACHMENTS: 1. GTUA_Board_Resolution 2024 1 CITY OF ANNA, TEXAS RESOLUTION NO. ___________ A RESOLUTION OF THE CITY OF ANNA, TEXAS MAKING AN APPOINTMENT TO THE GREATER TEXOMA UTILITY AUTHORITY BOARD OF DIRECTORS WHEREAS, the City of Anna, Texas (the “City”) is a member of the Greater Texoma Utility Authority (“GTUA” or the “Authority”); and, WHEREAS, GTUA is a special-law district organized under Article XVI, Section 59, of the Texas constitution and operates under Chapter 49 of the Texas Water Code; and, WHERAS, GTUA is governed by a Board of Directors appointed by its member cities; and, WHEREAS, Place 8 on the GTUA Board is appointed by the City Council of the City of Anna, Texas (the “City Council”); and, WHEREAS, the term of current GTUA Board member serving in Place 8 expires at the end of 2026. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Appointment to the GTUA Board of Directors. The City Council hereby appoints Robert Hallberg to serve a two-year term in Place 8 on the GTUA Board of Directors. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this ______ day of ___________________________ 2024. ATTEST: APPROVED: __________________________ ____________________________ City Secretary Carrie L. Land Mayor Pete Cain Item No. 6.e. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Olivia Demings AGENDA ITEM: Approve a Resolution approving and authorizing the City Manager to execute an extension to the Agreement between Grace Place Community Garden and the City of Anna. (Community Enhancement Coordinator Olivia Demings) SUMMARY: Staff recommends extending an agreement between the City of Anna and Grace Place Community Garden for the use of the garden as an educational space for a period of one year. The City will provide a stipend of $1,000 to be applied to the Grace Place Community Garden utility bill. FINANCIAL IMPACT: A stipend of $1,000 per year is proposed to be applied to the Grace Place Community Garden utility bill. A total consumption of 14,052 gallons was recorded from October 2023 to August 2024, for a total cost of $376.94. BACKGROUND: In October 2023, the City of Anna and Grace Place Community Garden re-entered, for the second year, into a mutually beneficial agreement to enhance community involvement by providing fresh vegetables for the food pantry and educational opportunities. During the one-year period of the agreement, six gardening or environmental educational classes were hosted: • March 16 (2 classes) - Kid friendly bee education and Pollination • March 27, 2024 - Composting, 5 in attendance • April 24, 2024 - Irrigation, 1 in attendance • September 25th (Planned) - Photosynthesis: The Circle of Life (kid friendly) • October 4th (Planned) - Homeowner's Guide to Tree Care STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Neighborly ATTACHMENTS: 1. Resolution Community Garden Agreement 2024 Final RESOLUTION NO. ______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AN EXTENSION TO THE AGREEMENT WITH GRACE PLACE OF ANNA FOR THE PROVISION OF AN UTILITY BILL STIPEND AND CREATION OF COMMUNITY EDUCATION PROGRAMMING WHEREAS, the City of Anna, Texas (the "City") and Grace Place of Anna entered into an agreement for the provision of a utility bill stipend and creation of community education programming (the "Agreement") on October 25, 2022; and WHEREAS, the City Council of the City of Anna, Texas (the "City Council") has determined that the Agreement with Grace Place of Anna will continue to benefit the neighbors of the City of Anna, Texas and serve a public purpose that the City could not otherwise provide; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval and Authorization of the Agreement. The City Council hereby approves the Agreement, attached hereto as Exhibit 1, incorporated herein for all purposes, and authorizes the City Manager to execute same on its behalf. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 24th day of September 2024. ATTEST: APPROVED: ________________________ _____________________ Carrie L. Land, City Secretary Pete Cain, Mayor 1 EXHIBIT 1 Agreement between City of Anna and Grace Place of Anna This Agreement (this “Agreement”) sets the terms and understanding between the City of Anna, Texas (the “City”) and Grace Place of Anna, a Texas nonprofit corporation (“GPA”) for the provision of a utility bill stipend and creation of community education programming. Section 1. Background 1.01 GPA established a community garden (the “Garden”) in 2022 to provide access to fresh vegetables to the community and to supplement the fresh vegetable supply at Grace Place Food Pantry. 1.02 The City and GPA desire to reach a mutually beneficial agreement to enhance community involvement and educational opportunities and to provide for a public purpose that the City could otherwise undertake as further described in this Agreement. Section 2. General Terms 2.01 For and in consideration of the promises and agreements set forth in this Agreement, GPA will, at its sole expense, carry out the daily maintenance and management of the Garden and allow public use. GPA will also allow use and access of and to its facilities to host public educational classes pertaining to gardening and health. 2.02 For and in consideration of the promises and agreements set forth in this Agreement, the City will provide a one year credit of $1,000 to the account at 501 N. Powell Pkwy Anna, TX 75409. The City will provide assistance with planning, marketing, and volunteer management for the purposes of public educational classes hosted at the Garden. 2.03 Notwithstanding any other term of this Agreement, the provision of a monthly stipend and educational class assistance shall automatically terminate, without any action or notice provided by the City if the Garden shall no longer be accessible to the public or if a minimum of 6 classes per year have not been conducted. 2 2.04 The City and GPA acknowledge and agree that the exchange of consideration outlined in the Agreement fairly compensates GPA and the City for their respective contributions. 2.05 All costs associated with this Agreement shall be paid from the current revenues available to the paying party. Section 3. Term and Effective Date. 3.01 Subject to this Agreement terminating due to non-appropriation of funding by the City, the initial term of this Agreement is 1 year. Following each term, this agreement shall be brought before the Anna City Council for renewal for a period of one year if neither party gives notice of its intent to terminate this Agreement within 60 days before the expiration of the current term. 3.02 The effective date of this Agreement is the date that this Agreement has been duly authorized by the governing bodies of the Parties and signed and dated by the duly authorized representatives. Section 4. Liability Release and Indemnification. 4.01 GPA shall defend, hold harmless, and fully indemnify the City, its officials, officers, agents, employees, and servants while a acting in the scope of their duties as such, from and against all claims, demands, liabilities, and causes of action of any kind or character (collectively “claims”), including the costs of defense thereof, brought by any employee, agent, official, student, partner, guest GPA, or servants of GPA or any third party (including but not limited to assigns, heirs, bystanders, or survivors) for any injury, death, loss, or damage to persons and/or to property that is any manager related to the City’s use or enjoyment of the Garden, including but not limited to claims relating to the use or nonuse of any equipment located at or used for the Garden or any condition of the premises. 4.02 The City and GPA agree and acknowledge that each entity is not an agent of the of the other entity and that each entity is responsible for its own act’s forbearance, negligence, and deeds, and for those of its agents or employees. This Agreement does not and shall not be construed to entitle either party or any of their respective employees, if applicable, to any benefit, privilege, or other amenities of employment applicable to other party. The City understands and agrees that the City, its employees, servants, agents, and representatives shall not represent themselves to be employees, servants, agents, and/or representatives of GPA. GPA understand and agrees that the City, it’s employees, servants, agents, and representatives shall not present themselves 3 to be employees, servants, agents, and/or representatives of the City. At no time shall the City have any control or supervision over GPA’s means, methods, techniques, sequences, decisions or undertakings of any nature whatsoever. Section 5. Other Provisions. 5.01 This Agreement has been duly approved by the authorized body of each party to this Agreement in accordance with applicable law. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary consents, orders or resolutions or other instruments extending said authority have been duly passed and are now in full force and effect. 5.02 This Agreement may be amended at any time by a duly authorized written agreement of the Parties. 5.03 The Parties do not intend that this Agreement shall inure to the benefit of any third party. The Parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. This Agreement represents the entire and integrated Agreement between the Parties relating to its subject matter and supersedes all prior negotiations, representations and/or Agreements, either written or oral to the extent related to the subject matter of this Agreement. 5.04 The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. Further, this Agreement shall be performable and all compensation payable in Collin County, Texas and any disputes arising hereunder or growing out of or related to the performance of this Agreement shall be brought solely in a court of competent jurisdiction in Collin County, Texas. 5.05 In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the extent possible. 4 This Agreement has been executed by the Parties on the respective dates set forth below: GRACE PLACE OF ANNA CITY OF ANNA ______________________________ _________________________ Lafe Angell, its authorized Director Ryan Henderson, City Manager Date: _________________________ Date:______________________ Item No. 6.f. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Gregory Peters AGENDA ITEM: Approve a Resolution authorizing the City Manager to execute easement documents for a new franchise utility easement for ONCOR energy at Slayter Creek Park. (Assistant City Manager Greg Peters) SUMMARY: There is existing Oncor Electric Delivery Company infrastructure located along the shared property line between Slayter Creek Park and the adjacent Anna ISD property. Anna ISD is in the process of constructing a new Administration Building on their property. The new facility requires electrical system improvements on both sides of the shared property line. Anna ISD is requesting for the City of Anna to dedicate an electric line easement to Oncor to allow for the required installation of additional electric facilities. City staff has reviewed the requested easement and proposed facilities and finds there will be no negative impact to Slayter Creek Park. Staff recommends approval of this item. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: Anna ISD is a valued community partner for the City of Anna. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Neighborly. ATTACHMENTS: 1. Resolution - Slayter Creek Park ONCOR Easement CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE DOCUMENTS FOR GRANTING AN ONCOR ELECTRIC DELIVERY COMPANY, LLC EASEMENT ON LOT 2 OF THE ANNA ISD PARK ADDITION IN THE CITY OF ANNA, TEXAS, WITH AN EFFECTIVE DATE. WHEREAS, the City of Anna, Texas is the owner of real property known as Lot 2 of Anna ISD Park Addition, as filed of record in volume 2006, page 326, of the Public Records of Collin County, Texas; said property being commonly known as Slayter Creek Park, and; WHEREAS, Oncor Electric Delivery Company, LLC is seeking to construct franchise electrical improvements on the property which are required for the construction of the new Administration Building for Anna Independent School District, and; WHEREAS, The proposed easement information is provided in Exhibit “A” attached hereto, and; WHEREAS, City staff have reviewed the proposed improvements and requested easement and find no negative impact to the City-owned property or the use of the property as a public park, and; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1.Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2.Authorization of Easement. The City Council of the City of Anna, Texas, directs the City Manager to execute easement documents to grant the requested easement to Oncor Electric Delivery Company, LLC. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___ day of September 2024. ATTEST: APPROVED: __________________________ __________________________ City Secretary, Carrie Land Mayor, Pete Cain Exhibit A (following Page) Item No. 6.g. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Dalan Walker AGENDA ITEM: Approve a Resolution awarding a professional services contract to Geotex Engineering for materials testing and observation services for the Pecan Grove Trail project. (Park Planning and Development Manager Dalan Walker) SUMMARY: The professional services contract with Geotex Engineering is for materials testing and construction observation/inspection services for the Pecan Grove Trail Project. The work includes testing of moisture content in soils, concrete strength, and inspection of piers and steel reinforcement. All capital projects of this nature require materials testing. FINANCIAL IMPACT: Funding for the Pecan Grove Trail project was appropriated in the FY2024 Community Investment Program budget in the amount of $1.385 million from the 2021 Bond Election Proposition C - Parks, Trails, Recreation, and Sports. The estimated cost of this contract is $59,398 with a budgeted contingency of $10,602 for a total of $70,000. BACKGROUND: The Pecan Grove Trail project was designed by Jacobs Engineering and will be constructed by Perfect Finish Landscaping. The trail runs through Pecan Grove Park beginning at Luscome Ln cul-de-sac and continuing through the park to the cul-de-sac at Leslie Dr. The trail will also cross Slayter Creek via bridge and connect to the existing trail in the Park Place development. Parking will be provided at each cul-de- sac. Materials testing and construction observation services are necessary to ensure the contractor's work meets the project specifications. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Active. ATTACHMENTS: 1. Resolution for Professional Services Agreement with Geotex - Pecan Grove Trail 2. Continuing Agreement for Construction Materials Testing Services BP Final Signed by Geotex 3. P21-0112-012R Pecan Grove Park Budget Letter 4. P21-0112-012R Pecan Grove Park Cost Break-Down CITY OF ANNA, TEXAS RESOLUTION NO. _________________ A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH GEOTEX ENGINEERING, INC, TO PROVIDE MATERIALS TESTING AND CONSTRUCTION OBSERVATION/INSPECTION SERVICES FOR THE PECAN GROVE TRAIL PROJECT. WHEREAS, the City Council of the City of Anna, Texas, (“City Council”) finds that the professional services agreement with Geotex Engineering, Inc. is instrumental and necessary to the construction of Pecan Grove Trail; and WHEREAS, the City Council considers the construction of a 10’-wide concrete trail, a bridge and associated amenities at Pecan Grove Park to be beneficial to the neighbors of Anna, Texas, meeting several goals and objectives set forth in the Strategic Plan adopted by City Council; and WHEREAS, the City Council approves the proposed professional services agreement with Geotex Engineering, Inc. to include the following fee: “The total amount for fiscal year 2024: $70,000.” NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes as set forth in full. Section 2. Approval and Authorization of Agreement. The City Council hereby approves a professional services agreement with Geotex Engineering, Inc. and ratifies and approves the City Manager’s execution of the same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize and enforce the professional services agreement with Geotext Engineering, Inc. PASSED, APPROVED, AND ADOPTED on first and final reading on this 24th day of September 2024. ATTEST: APPROVED: _____________________________ ______________________________ City Secretary, Carrie Land Mayor, Pete Cain Geotex Engineering Page 1 CONTINUING AGREEMENT FOR CONSTRUCTION MATERIALS TESTING SERVICES THIS CONTINUING AGREEMENT FOR CONSTRUCTION MATERIALS TESTING SERVICES (the “Agreement”) is made and entered into this ______ day of _____________________, 2024 (“Effective Date”), by and between Geotex Engineering, LLC, a Texas limited liability company (“Geotex”), and ________________________ (the “Client”). Geotex and Client are referred to herein individually as a “Party” or collectively as the “Parties.” WHEREAS, Client wishes to retain Geotex to perform and provide construction materials engineering, testing, inspection, observation, and analysis from time to time; WHEREAS, Geotex desires to be retained to provide such construction materials engineering, testing, inspection, observation, and analysis; and WHEREAS, the Parties wish to enter into this Agreement in order to set forth certain terms and conditions on which any instance of such construction materials engineering, testing, inspection, observation, and analysis shall be supplied from time to time. NOW THEREFORE, for and in consideration of the foregoing, the conditions and covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE 1 DEFINITIONS; SCOPE 1.1 Definitions. The following terms, if capitalized as indicated, shall have the following meanings in this Agreement: a.“Affiliate” means, with respect to either Party, any individual, partnership, joint venture, firm, corporation, limited liability company, trust, or other entity directly or indirectly controlling, controlled by, or under common control with, such Party. b.“Change Order” means an amendment to this Agreement or to a Work Order requested by Client and agreed upon by Geotex that modifies the Services and specifies (i) a change in the Services to be performed or their terms and conditions; or (ii) an adjustment in the schedule for performance. The term “Change Order” excludes requests or changes contemplated by Geotex, including changes to the Fee Schedule as set forth in Article 4. c.“Claim(s)” means, unless specifically provided otherwise, all accusations, allegations, assertions, awards (including attorneys’ fees), causes of action, claims, costs, damages, demands, expenses, injuries, liabilities, losses, suits, settlements, judgments, arising out of, related to, or in any way connected with this Agreement or the performance of the Services. d.“Client Group” means Client, Client’s parents, subsidiaries, Affiliates, and each of their contractors and subcontractors (other than Geotex) and those persons or entities with whom Client is associated as a joint venturer, partner, joint owner, co-lessee, lessor, or surface owner, and their respective officers, directors, employees, agents, assigns, representatives, managers, consultants, insurers, subrogees, and invitees, or any member thereof. e.“Confidential Information” means any and all confidential data and information, whether written, oral, or digital, concerning, associated with, arising from, or relating to, any member of Geotex Geotex Engineering Page 2 Group or its business or assets, including (i) written reports, observations, analyses, models, notes, or summaries prepared by or otherwise relied on by Geotex; (ii) boring logs, field data, or field notes; (iii) soil or foundational conditions or data; (iv) laboratory test data; (v) maps and geographical or spatial data; (vi) drawings or specifications; (vii) prospect locations, the existence of any prospect, or any member of Geotex Group’s plans to pursue the same; (viii) plans of drilling, development, production, or testing; (ix) customer or vendor lists; and (x) this Agreement. Confidential Information does not include any such information (i) previously known to Client without the obligation of confidence; (ii) independently developed by Client outside of the scope of the Services provided under this Agreement; (iii) acquired by Client from a third party that is not under an obligation of confidence with respect to that information; or (iv) that is or becomes publicly available through no breach of this Agreement. f. “Construction Documents” means the plans, specifications, and any other documents deemed necessary by Geotex for the performance of the Services. g. “Fee Schedule” means an outline of the costs or rates associated with the Services as provided to Client. The Fee Schedule is subject to change on thirty (30) days’ notice by Geotex to Client. h. “Force Majeure Event” means any act that (i) renders it impossible for the affected Party to perform its obligations under this Agreement or delays such affected Party to do so; (ii) is beyond the reasonable control of the affected Party; (iii) is not due to its fault or negligence; and (iv) could not be avoided, by the Party who suffers it, by the exercise of due diligence, including, without limitation, the expenditure of any reasonable sum of money. Subject to the satisfaction of the conditions set forth in (i) through (iv) above, a Force Majeure Event shall include, but is not limited to, (a) an act of God, pandemic, or other natural phenomena such as hurricanes, tornadoes, blizzards, droughts, storms, floods, lightning, and earthquakes; (b) fires not caused by either Party; (c) wars, riots, civil disturbances, revolts, insurrections, sabotage, and commercial embargoes against the United States of America; (d) transportation disasters, whether by ocean, rail, land, or air; (e) strikes or other labor disputes in the United States of America that are not due to the breach of any labor agreement by the affected Party; (f) actions or omissions of any governmental authority that were not voluntarily induced or promoted by the affected Party, or brought about by the breach of its obligations under this Agreement or any applicable law; and (g) impossibility of either Party, in spite of having made its commercially reasonable efforts to timely and duly obtain any permit or approval necessary to enable such Party to fulfill its obligations derived hereunder or any Work Order issued hereunder. A Force Majeure Event excludes economic hardship, changes in market conditions, material or equipment failures, and unavailability of either Party. Notwithstanding the foregoing or anything to the contrary herein, a Force Majeure Event shall not include or excuse the failure to pay any amounts when due hereunder for Services performed. i. “Geotex Group” means Geotex, Geotex’s parents, subsidiaries, Affiliates, and each of their contractors and subcontractors (other than Client) and those persons or entities with whom Geotex is associated as a joint venturer, partner, joint owner, co-lessee, lessor, or surface owner, and their respective officers, directors, employees, agents, assigns, representatives, managers, consultants, insurers, subrogees, and invitees, or any member thereof. j. “Project” means the Services or set of Services contemplated by an applicable Work Order. k. “Services” means all work and services contemplated hereunder, including, but not limited to, construction materials engineering, testing, data, inspection, observation, analysis, and written reports to be provided or performed by Geotex from time to time, and all work, jobs, obligations, duties, and responsibilities undertaken or required to be undertaken by Geotex pursuant to this Agreement. Services do not include the work of any agent of the Client, for which Geotex has no right or responsibility to approve, accept, or terminate. Geotex Engineering Page 3 l.“Site” means the location or locations at which Geotex is performing the Services for Client, including, without limitation, all land, property, buildings, structures, and installations, and the area adjacent thereto that is utilized for the Services. m.“Work Order” means a written instrument or agreement executed and delivered by the Parties whereby Geotex agrees to perform Services specified therein, all on the terms, including, but not limited to, price, time, place, and specifications, as more fully set forth in such instrument or agreement. A Work Order may be provided orally in such case the Parties shall endeavor to confirm the same in writing reasonably promptly. 1.2 Scope of Services. This Agreement anticipates the execution of various Work Orders where Client may request that Geotex perform Services from time to time. Neither execution nor delivery of this Agreement, without the execution and delivery of an applicable Work Order in conformity with this Agreement, shall obligate Geotex to perform Services for Client, and Geotex does not give any guarantee as to availability for Client. Geotex may provide written reports of observations and data to the Client and distribute according to contacts provided by the Client through the Construction HiveTM Report Distribution Platform. 1.3 Authority of Geotex. Any observed work of Client Group, which in the opinion of Geotex, does not conform with plans, specifications, and codes applicable to the Project will be reported to the Client. Geotex has no right or responsibility to approve, accept, reject, or stop work of any member of Client Group. 1.4 Variation of Material Characteristics and Conditions. Observations and standardized sampling, inspection, and testing procedures performed by Geotex will indicate conditions of materials and construction activities only at the precise location and time where and when the Services were performed. Geotex is responsible only for the data, interpretations, and recommendations for the actual materials and construction activities observed, sampled, inspected, or tested. 1.5 Duration. This Agreement shall become effective as of the Effective Date and shall continue in force and effect until suspended or terminated pursuant to Article 9; provided, however, that, in the event that any Services are ongoing at the date of the expiration of the term hereof, this Agreement shall continue to apply to such Services until their completion or termination. ARTICLE 2 STANDARD OF CARE 2.1 The standard of care for all professional engineering and related Services performed or furnished by Geotex and its representatives under this Agreement will be the care and skill ordinarily used by other professionals practicing under similar circumstances at the same time and in the same locality. Geotex makes no other representation, guarantee, or warranty, whether express or implied, by this Agreement or any report, opinion, document, or other instrument of service. 2.2 Geotex is not responsible for Client Group’s work, nor its means, methods, techniques, or sequences, during the performance of its Services. Geotex will not supervise or direct the work of Client Group, nor be liable for any failure of Client Group to complete its work in accordance with the Project’s plans, specifications, and applicable codes, laws and regulations. Client understands and agrees that it has sole responsibility for the safety of persons and property at the Site. Geotex will not be responsible for the safety procedures employed by any Party other than its own employees, subcontractors, or subconsultants. 2.3 Other than the representations and warranties set forth herein, Geotex makes no guarantee of results. In the performance of Services, Geotex is relying on the information and assumptions communicated by Client. Geotex Engineering Page 4 2.4 Certifications. Client will not require Geotex to execute any certification regarding Services performed or work tested or observed unless (i) Geotex believes that is has performed sufficient Services to provide a sufficient basis to issue the certification; (ii) Geotex believes that the Services performed and work tested or observed meet the criteria of the certification; and (iii) Geotex has reviewed and approved in writing the exact form of such certification prior to the execution of this Agreement. Any certification by Geotex is limited to the expression of a professional opinion based upon the Service performed by Geotex, and does not constitute a representation, warranty, or guarantee, whether express or implied. Client agrees not to condition the resolution of any dispute upon Geotex signing a certification. 2.5 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH HEREIN, ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, THAT MAY BE APPLICABLE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY WAIVED. ARTICLE 3 CLIENT’S REPRESENTATIONS AND WARRANTIES 3.1 Client, at Client’s sole cost, risk, and expense, shall: a. Provide unimpeded and timely access to the Site, Client’s facilities, and/or property to any member of Geotex Group; b. Provide an adequate area on the Site for Geotex’s operations, materials, supplies, equipment, and parking; c. Employ competent superintendent(s) who shall oversee the Site or Project with authority to supply personnel, materials, supplies, and equipment necessary for the performance of the Services; d. Furnish all construction utilities and utility releases necessary for the performance of the Services; e. Ensure the cooperation of any member of Client Group with Geotex; f. Furnish all information and documents relevant to the Services to be provided, as further set forth in Article 15; g. Provide an approved contact list for distribution of all reports, as further set forth in Article 15; h. Provide and discuss with Geotex on an ongoing basis throughout all available material, data, and information pertaining to the Services, including, without limitation: (i) the composition, quantity, toxicity, or potentially hazardous properties of any material known or believed to be present at the Site; (ii) any defects or hazards that may be present; (iii) the nature and location of all subsurface structures, such as pipes, tanks, cables, and utilities within the property line of the Site; (iv) summaries and assessments of the Site’s past and present compliance status; (v) the status of any filed or pending judicial or administrative action concerning the Site or Project; and (vi) Client records for such data as benchmarks, plans, maps, and property ownership; and i. Provide reasonable assistance to obtain data and records concerning the Site or Project in the possession, custody, or control of third parties. Geotex Engineering Page 5 3.2 Geotex may rely upon the information and documents contemplated in Section 3.1 without independently verifying accuracy. 3.3 Compliance with Laws. Client covenants, represents, and warrants that it shall procure and keep in force all permits, licenses, and other authorizations, and shall fully comply with all federal, state, and local laws, rules, and regulations which are now or hereafter applicable to the rendition of the Services, including, but not limited to, those pertaining to labor, health, industrial safety, and the environment. CLIENT SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS RESULTING FROM CLIENT’S FAILURE TO SO COMPLY. CLIENT FURTHER ASSUMES FULL RESPONSIBILITY FOR AND AGREES TO RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL LOSSES RELATED TO, RESULTING FROM, OR IN CONNECTION WITH GOVERNMENTAL FINES, ASSESSMENTS, OR PENALTIES RELATED TO THE PROJECT OR SERVICES. If any of the terms or provisions of this Agreement are, or hereafter may be, in conflict with any applicable law, rule, or regulation, the terms of this Agreement so in conflict shall not apply and the applicable federal, state, or local law, rule, or regulation shall prevail. 3.4 Safety. Client covenants, represents, and warrants that, where applicable, Client Group is regularly and customarily engaged in the business or work they provide, has fully trained personnel capable of efficiently and safely operating equipment and machinery on Site, and regularly conduct training and safety programs. Client covenants, represents, and warrants that, where applicable, the Site is free from known defects, hazards, hazardous materials, or waste, unless otherwise addressed pursuant to Section 3.1(h)(i)–(iii). 3.5 Breach. Any breach of these warranties by Client shall, at Geotex’s option, be immediate grounds for termination of this Agreement as further set forth in Article 9. CLIENT SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS ARISING OUT OF, IN CONNECTION WITH, INCIDENT TO, OR RESULTING DIRECTLY OR INDIRECTLY FROM ANY BREACH OF THESE WARRANTIES. 3.6 Relationship of Parties. In the performance of any Services by Geotex for Client, Geotex shall be deemed an independent contractor, free and clear of any dominion or control by Client in the manner in which said Services are to be performed or the establishment of hours and labor, and as such, neither Party shall represent themselves as an agent or employee of the other Party. Geotex retains the authority and right to direct and control all the details of the Services, Client being interested only in the results obtained. Client shall have no right or authority to supervise or give directions or instructions to the employees, contractors, agents, or representatives of Geotex. It is the understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between Client and the employees, contractors, subcontractors, agents, or representatives of Geotex. 3.7 No Fiduciary Duty. Geotex owes no duty, fiduciary or otherwise, to Client except as expressly set forth herein. 3.8 Operations; Investigative Equipment. Notwithstanding anything herein to the contrary, Client recognizes that Geotex’s operations and the use of investigative equipment may unavoidably alter conditions or affect the environment at the existing Site. Client represents and warrants that the cost of repairing such damage will be borne by Client and is not included in the applicable fee or invoice contemplated by Article 4 unless otherwise stated. As more fully set forth in Section 6.7, Geotex Group is not liable to Client for any Claims related to altered conditions or damage caused to the property or environment of the Site by Geotex’s operations and/or the use of investigative equipment. 3.9 Subsurface Structures. Notwithstanding anything herein to the contrary, Client recognizes that its failure to correctly designate subsurface structures and utilities in accordance with Section 3.1(h)(iii) may cause Geotex to inadvertently damage such structures. Client represents and warrants that the cost associated with damage to such structures will be borne by Client and is not included in the applicable fee or invoice contemplated by Article Geotex Engineering Page 6 4 unless otherwise stated. As more fully set forth in Section 6.8, Geotex Group is not liable to Client for any Claims related to damage inadvertently caused by Geotex to any subsurface structure or utility not correctly designated by Client in accordance with Section 3.1(h)(iii). ARTICLE 4 FEE SCHEDULE AND COMPENSATION 4.1 Fee Schedule. Geotex will perform Services for the amounts or rates set forth in the Fee Schedule, which is subject to periodic review and amendment, as appropriate. 4.2 Estimate of Fees. If an estimated budget or estimate of total fees is provided, Geotex will endeavor to perform the Services defined within the written estimate. The estimated fees provided are not a guarantee that the Services will be completed for that amount. All Services and their accompanying fees are based on the estimated number of tests and quantities provided. The Client recognizes that construction sequence, contractor performance and efficiency, Project conditions, unforeseen circumstances, and Change Orders can affect the completion of Services within the estimated amount. Geotex will make a reasonable effort to notify the Client of any fees or expenses incurred in excess of the estimate. Only Services actually performed will be charged for. 4.3 Billing; Payments. Geotex may submit invoices to the Client on a monthly basis or upon completion of Services. Invoices shall be payable upon receipt. Unless otherwise agreed to by the Parties, invoicing for the Project will be based upon the Fee Schedule and the actual quantity of Services performed. Client agrees to provide any special invoicing requirements to Geotex in advance of signing this Agreement, to which additional charges may apply. IF THE CLIENT FAILS TO MAKE PAYMENT IN A TIMELY MANNER, GEOTEX MAY, WITHOUT WAIVING ANY CLAIM OR RIGHT AGAINST THE CLIENT, AND WITHOUT LIABILITY WHATSOEVER TO THE CLIENT, SUSPEND OR TERMINATE PERFORMANCE OF THE SERVICES PURSUANT TO ARTICLE 9. 4.4 Billing Disputes. The Client must identify any disputes with the invoice within ten (10) days of receipt or shall be presumed to be in agreement with all portions of the invoice. In the event of a dispute, the Client shall make prompt payment of all undisputed portions. 4.5 Late Payments. Any amounts unpaid thirty (30) days after Client’s receipt of the invoice are subject to a late payment charge at one and one-half percent (1.5%) per month, or the maximum legal rate, whichever is higher. The failure of Client to pay Geotex for Services rendered in a timely manner will constitute a failure of the Client to perform under this Agreement. Geotex will be entitled to recover from Client on demand all expenses (including fees of any attorney, collection agency, and/or court costs) incurred in connection with collecting delinquent payments. 4.6 Additional Services. Any additional Services performed under this Agreement, except those Services expressly identified in the Work Order or Fee Schedule, will be billed for and provided on a time and materials basis unless otherwise specifically agreed to in writing by both Parties. ARTICLE 5 CHANGE ORDERS 5.1 Client may request to modify the scope of Services as set out in any Work Order, whereon both Parties agree to negotiate in good faith and execute a Change Order. Geotex may decline to perform any proposed change in the Services unless the Parties mutually agree on the conditions upon which the Services will be performed. In the event that the Parties cannot reach agreement as to the proposed change, any Services performed on a time and materials basis shall be performed in accordance with Geotex’s ordinary and customary rates. Geotex Engineering Page 7 5.2 Geotex will treat as a Change Order any written or oral Client order (including directions, instructions, interpretations, or determinations) which modifies the Services or the schedule for performance. Unless Geotex confirms the Client request within a reasonable time in writing, the proposed terms of the Change Order shall not become a part of this Agreement. 5.3 Notwithstanding anything herein to the contrary, Client shall not commence or proceed with any Change Order without the prior approval of and execution by Geotex. In the event that Client proceeds with a change in the Services prior to obtaining approval of Geotex, Client does so at Client’s own cost and risk and waives any Claim or right to compensation or payment for any additional costs incurred by Client or Geotex as a result of Client proceeding with such non-approved change. 5.4 Except to the extent a Change Order expressly and with specificity amends one or more provisions hereof, all provisions of this Agreement shall apply to all changes to the Services, and no change to the Services shall be implied as a result of any other change to the Services. ARTICLE 6 INDEMNITY AND ALLOCATION OF RISK 6.1 CLIENT SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS CAUSED BY THE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF CLIENT GROUP, AND CLIENT SHALL PAY ALL DAMAGES, COSTS, EXPENSES, ATTORNEYS’ FEES, FINES, PENALTIES, AND INTEREST INCIDENTAL THERETO AND JUDGMENTS RESULTING THEREFROM, EXCEPT TO THE EXTENT THAT SUCH LOSSES ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GEOTEX. 6.2 CLIENT SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS RELATED TO PERSONAL INJURY, ILLNESS, OR DEATH SUFFERED BY ANY MEMBER OF CLIENT GROUP ARISING OUT OF, IN CONNECTION WITH, INCIDENT TO, OR RESULTING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT OR THE SERVICES FURNISHED BY GEOTEX. 6.3 CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR, AND SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS RELATED TO CLIENT GROUP’S PROPERTY OR EQUIPMENT, WHETHER OWNED, RENTED, CHARTERED, BORROWED, LEASED, OPERATED BY, OR MAINTAINED IN CLIENT GROUP’S SOLE CARE, CUSTODY, AND CONTROL. 6.4 CLIENT SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ANY CLAIMS ARISING FROM EMPLOYMENT, RETENTION, OR TERMINATION OF ANY EMPLOYEE OF CLIENT GROUP (INCLUDING BUT NOT LIMITED TO SOCIAL SECURITY, EMPLOYMENT TAXES, WORKERS’ COMPENSATION, PREMIUM PAYMENTS, WAGES, SALARIES, AND WRONGFUL TERMINATION CLAIMS). 6.5 CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR CONTROL AND REMOVAL OF, AND SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS ARISING FROM ALL EXISTING POLLUTION AND FROM ALL OTHER POLLUTION, INCLUDING BUT NOT LIMITED TO THAT WHICH ORIGINATES ABOVE OR BELOW THE SURFACE OF THE LAND OR WATER FROM THE PERFORMANCE OF THE SERVICES OR THE PROPERTY Geotex Engineering Page 8 AND EQUIPMENT OF CLIENT GROUP MAINTAINED IN CLIENT GROUP’S SOLE CARE, CUSTODY, AND CONTROL. 6.6 CLIENT SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS CAUSED BY INFRINGEMENT OF A PATENT OR PATENTS, COPYRIGHTS, TRADEMARKS, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OR TRADE SECRET MISAPPROPRIATION PERTAINING TO CLIENT’S INFORMATION OR PROCESSES, ARISING OUT OF, IN CONNECTION WITH, INCIDENT TO, OR RESULTING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT OR THE SERVICES FURNISHED BY GEOTEX. 6.7 CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR, AND SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS RELATED TO ALTERED CONDITIONS OR DAMAGE CAUSED TO THE PROPERTY OR ENVIRONMENT OF THE SITE BY GEOTEX’S OPERATIONS AND/OR THE USE OF INVESTIGATIVE EQUIPMENT, WHETHER OWNED, RENTED, CHARTERED, BORROWED, LEASED, OPERATED BY, OR MAINTAINED IN GEOTEX GROUP’S SOLE CARE, CUSTODY, AND CONTROL. 6.8 CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR, AND SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS RELATED TO DAMAGE INADVERTENTLY CAUSED BY GEOTEX TO ANY SUBSURFACE STRUCTURE OR UTILITY NOT CORRECTLY DESIGNATED BY CLIENT IN ACCORDANCE WITH SECTION 3.1(H)(III). 6.9 IN NO EVENT SHALL GEOTEX GROUP BE LIABLE TO CLIENT FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF USE OF EQUIPMENT, LOSS OF PRODUCTION, ADDITIONAL EXPENSES INCURRED IN THE USE OF THE EQUIPMENT AND FACILITIES, AND CLAIMS OF CUSTOMERS OF THE CLIENT. This disclaimer shall apply to consequential damages based upon any cause of action whatsoever asserted, including, but not limited to, ones arising out of strict liability, breach of contract, breach of warranty, products liability, negligence, tort, or any other cause arising out of the performance or non-performance of the agreement by Client or Geotex. 6.10 Enforceability. To the extent permitted by applicable law, the indemnity and insurance provisions contained herein shall be liberally construed. THE INDEMNITY OBLIGATIONS CONTAINED IN THIS ARTICLE 6 SHALL APPLY EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, SOLE, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE INDEMNIFIED GROUP, BUT NOT TO THE EXTENT CAUSED BY OR RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE INDEMNIFIED GROUP. Both Parties agree that the indemnities set forth herein comply with the requirement, known as the express negligence rule, to expressly state in a conspicuous manner to afford fair and adequate notice that this Agreement has provisions requiring one party to be responsible for the negligence, strict liability, or other fault of the other party. 6.11 Insurance. Geotex and Client agree that the indemnity provisions herein shall be supported by insurance or qualified self-insurance. Geotex will maintain during the term of this Agreement worker’s compensation, commercial general liability, and professional liability insurance. Should Client request Geotex to provide additional insurance coverage, increase limits, or revise deductibles that are different than that specified on the certificate issued, compensation to Geotex will be the responsibility of Client. The Client understands that this Section 6.11 does not guarantee coverage. Client will maintain during the term of this Agreement adequate insurance coverage and will require and verify any contractors or subcontractors it hires to have adequate insurance coverage. Client agrees that Geotex Engineering Page 9 the failure to comply with this Section 6.11 will invalidate any indemnity provided by Geotex under Article 6. The Parties shall provide certificates of insurance upon request. 6.12 Limitation on Liability. Notwithstanding anything herein to the contrary, the total liability of Geotex Group to Client and anyone claiming by, through, or under Client for any and all Claims, liabilities, losses, damages, or injuries whatsoever arising out of, or in any way related to, the Services of this Agreement from any cause or causes whatsoever including, but not limited to, negligence, errors, omissions, strict liability, breach of contract, or breach of warranty shall not exceed one hundred thousand dollars ($100,000.00). 6.13 If a Claim is asserted by a member of Client Group against a member of Geotex Group giving rise to indemnity, Client must notify Geotex in writing and provide Geotex with copies of all filings, notices, Claims, or other information related to such Claim, potential Claim, or facts. Client should immediately notify Geotex of all Claims, but such notification shall not be later than thirty (30) days after discovery of said Claim. ARTICLE 7 ASSIGNMENT 7.1 Assignment by Geotex. Geotex may assign or transfer all or part of its rights and obligations under this Agreement or any Work Order to (i) a member of Geotex Group; (ii) a successor-in-interest who acquires a controlling interest in Geotex; (iii) an entity under common ownership with Geotex. Any assignment under this Section 7.1(i)–(iii) shall not require the consent or approval of Client. Any assignment by Geotex not covered by Section 7.1(i)–(iii) may require the prior written consent of Client; provided, however, that, in the event that Geotex purports to assign or subcontract all or any part of this Agreement, applicable Work Order, or Services provided thereunder from time to time, Client’s consent to such assignment shall not be unreasonably withheld if such assignee has access to the assignor’s technical expertise and has the financial capability to meet the obligations of Geotex under this Agreement and the applicable Work Order. 7.2 Assignment by Client. Client shall not assign or transfer all or part of its rights and obligations under this Agreement or any Work Order without the prior written consent of Geotex, which approval may be withheld for any reason or no reason, at the sole discretion of Geotex. Any increased cost to Geotex arising or resulting from such assignment or subcontract shall be at the sole cost and expense of Client or the assignee. No subcontract shall bind, or purport to bind, Geotex Group; provided, however, that Client shall ensure that any subcontractor shall be bound by, and observe the provisions of, this Agreement and any relevant Work Order insofar as they apply to the relevant subcontract. 7.3 No assignment of this Agreement or any obligation hereunder shall relieve or waive any obligation of the assigning Party accruing prior to the effective date of the assignment. ARTICLE 8 FORCE MAJEURE 8.1 Notice and Performance. In the event of a Force Majeure Event, the Party claiming a Force Majeure Event shall promptly give notice to the other Party describing the particulars of the Force Majeure Event. Any delay or failure in carrying out the duties and obligations imposed under this Agreement by either Party (other than the obligation to pay money in a timely manner) shall not constitute default or give rise to any Claim for damages if, and to the extent, such delay or failure is caused by a Force Majeure Event. 8.2 Suspension; Termination. A Force Majeure Event may give rise to suspension of performance of the Services pursuant to Article 9, but shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event. If performance ceases due to a Force Majeure Event for a continuous period of ninety Geotex Engineering Page 10 (90)days, either Party may terminate this Agreement, an applicable Work Order, or the Services provided thereunder by notice to the other Party. 8.3 Client shall use commercially reasonable efforts to overcome or mitigate the effects of such Force Majeure Event. 8.4 Notwithstanding anything herein to the contrary, no such Force Majeure Event shall serve as a basis for a delay in paying or failure to pay any amounts owed by Client to Geotex. ARTICLE 9 TERMINATION AND SUSPENSION 9.1 Suspension. Geotex may, at any time, in Geotex’s sole discretion, suspend all or any part of the Services provided under an applicable Work Order by giving notice thereof to Client, in which event Geotex shall be paid at the applicable rates for Services rendered up to the date of such suspension. Suspension shall end when Geotex, by notice to Client, either resumes the suspended Services or terminates that portion of the Services which were suspended. 9.2 Termination. Geotex may, at any time, in Geotex’s sole discretion, terminate this Agreement, an applicable Work Order, or Services provided thereunder by giving notice thereof to Client, in which event Geotex shall be paid at the applicable rates for Services rendered up to the date of such termination, plus demobilization costs and any other reasonable costs incurred by Geotex in effecting the termination. If Client terminates this Agreement, an applicable Work Order, or Services provided thereunder, Client shall have the right to finish the terminated Services, with or without the assistance of other persons, without incurring liability to Geotex. 9.3 Breach. Geotex may terminate this Agreement, an applicable Work Order, or Services provided thereunder in the event of Client’s breach without waiver of any right or remedy related thereto. However, Geotex may, in Geotex’s sole discretion, elect to provide notice of breach to Client before terminating this Agreement, an applicable Work Order, or Services provided thereunder. In the event that Geotex provides notice of such breach, Client shall, as soon as practicable, take all commercially reasonable measures to begin to rectify the breach as promptly as reasonably possible under the circumstances and thereafter continue to do so, using due diligence, until the breach (and any consequences thereof) has been fully rectified, which in no event shall be later than ten (10) business days following its receipt of notice of such breach from Geotex. 9.4 Should either Party (i) become insolvent; (ii) make an assignment for the benefit of creditors; (iii) be adjudicated bankrupt; (iv) admit its inability to pay debts generally as the same become due; (v) suffer against it the entry of a judgment, decree, or order of relief by a governmental authority (including a court of competent jurisdiction) in any involuntary proceeding commenced under any bankruptcy, insolvency, or similar law now or hereafter in effect, or has any such proceeding commenced against it which remains undismissed for a period of thirty (30)days; (vi) commence a voluntary case under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect; or (vii) take any corporate or other action authorizing any of the foregoing, then upon the occurrence of any such event the other Party shall thereupon have the right to terminate this Agreement, an applicable Work Order, or Services provided thereunder. 9.5 Termination of this Agreement shall not relieve any Party of its respective liability arising from or incident to Services performed under this Agreement, or breach of any of the terms hereof, prior to the effective date of the termination of this Agreement. In the event of termination, this Agreement shall remain in full force and effect and continue to control and govern all Services under all outstanding Work Orders for the duration of the Services thereunder. 9.6 Notwithstanding the foregoing, termination for Force Majeure Event shall be governed by Article 8 and not this Article 9. Geotex Engineering Page 11 ARTICLE 10 WARRANTY OF TITLE; WASTE OWNERSHIP 10.1 Geotex will not take title to or be liable for any defects, hazards, hazardous materials, or waste found at the Site unrelated to or existing prior to the Services. Any risk of loss with respect to such defects, hazards, hazardous materials, or waste remains with Client or the Site owner, who will be considered the generator of such materials, and will be liable for its arrangement, transportation, treatment, and/or disposal. 10.2 Client agrees to promptly, at its cost, remove and lawfully dispose of defects, hazards, hazardous materials, or waste unrelated to or existing prior to the Services. ARTICLE 11 SPECIAL INSPECTIONS 11.1 If International Code Council (ICC) Special Inspections are requested or required by Client, per Section 1704 of the 2021 International Building Code (IBC), the Registered Design Professional in Responsible Charge (RDPiRC) is responsible for the implementation and determination of Special Inspections. 11.2 If International Code Council (ICC) Special Inspections are requested or required by Client, additional fees may apply pursuant to Article 4. 11.3 It is the responsibility of the Site owner and the Registered Design Professional in Responsible Charge (RDPiRC) to supply Geotex a copy of the Special Inspections Program for implementation prior to Geotex commencing Services. ARTICLE 12 CONFIDENTIAL INFORMATION 12.1 Unless otherwise agreed to by the Parties in writing, all Confidential Information prepared by Geotex or obtained by Geotex from any third party in connection with the performance of the Services is the property of Geotex. Geotex may, in its sole discretion, dispose of or retain such Confidential Information. 12.2 Client shall not use any Confidential Information and shall not disclose Confidential Information or details of the Services to any third party except to those who are to perform the Services, then only to the extent that it is required to perform the particular portion of the Services, and only if the third party agrees in writing to keep such Confidential Information strictly confidential. Client shall take all precautions and use its best efforts to safeguard any documents containing Confidential Information which is provided to Client Group under this Agreement. 12.3 No third party other than Client may rely, and Client will not represent to any third party that it may rely, on Confidential Information without Geotex’s express prior written consent and receipt of additional compensation. Client waives any and all Claims against Geotex Group resulting in any way from the unauthorized reuse or alteration of Confidential Information by itself or anyone obtaining such Confidential Information through Client. CLIENT SHALL RELEASE, PROTECT, INDEMNIFY, AND HOLD HARMLESS GEOTEX GROUP FROM AND AGAINST ALL CLAIMS BROUGHT BY ANY THIRD PARTY CLAIMING TO RELY UPON INFORMATION OR OPINIONS CONTAINED IN CONFIDENTIAL INFORMATION PROVIDED TO SUCH PARTY, PUBLISHED, DISCLOSED, OR REFERRED TO WITHOUT GEOTEX’S PRIOR WRITTEN CONSENT. 12.4 Client shall obtain Geotex’s prior written approval prior to any announcement or publication concerning the Services. No photographs of the Services shall at any time be published by or on behalf of Client Group unless prior written authorization is obtained from Geotex. Geotex Engineering Page 12 12.5 Notwithstanding anything to the contrary herein, Client shall not have rights to Confidential Information of Geotex, including but not limited to Confidential Information that (i) Geotex owned or created prior to commencement of any Services; and (ii) Geotex created or developed outside of the scope of Services. ARTICLE 13 LIENS 13.1 Geotex maintains the right to assert any constitutional, statutory, or common law lien rights arising from Client’s failure to pay amounts due hereunder. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be construed or applied to abridge or diminish Geotex’s aforementioned lien rights. 13.2 Both Parties agree that Geotex is a qualifying entity to assert lien rights under Chapter 53 of the Texas Property Code, and that the Services contemplated herein involve professional services of a licensed engineer to prepare a design, drawing, plan, plat, survey, or specification, or otherwise involve labor or materials for the construction or repair of an improvement. ARTICLE 14 DISPUTE RESOLUTION 14.1 Jurisdiction; Choice of Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding the Texas rules on conflicts of law, and shall be interpreted, enforced, and governed pursuant to the laws thereof. Any laws of said state which would apply the law of another state or country are waived and shall not apply to the enforcement and/or construction of this Agreement. Client submits to the exclusive jurisdiction of the state courts in the State of Texas in connection with any legal proceeding or dispute relating to or arising out of this Agreement, any document or instrument entered into in connection with this Agreement, or any Services, performance, or obligation hereunder. 14.2 Venue. Venue for any Claims, proceedings, or disputes shall be proper exclusively in the state courts located in Grayson County, Texas. Client consents to the exclusive jurisdiction and venue of the courts in Grayson County, Texas for that purpose. 14.3 Mediation. Any Claims maintained by Client against or otherwise involving Geotex shall be submitted to non-binding mediation prior to the commencement of a lawsuit or other legal proceeding. 14.4 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT. ARTICLE 15 CONDITIONS PRECEDENT 15.1 Return of Agreement. Client must return a signed copy of this Agreement by email, fax, or mail prior to Geotex commencing Services. Upon receipt, Geotex will endeavor to promptly email, fax, or mail a copy of the final executed Agreement to Client. 15.2 Notice for Testing Services. Geotex requires a minimum of twenty-four (24) hours’ notice prior to commencement of any testing Services. If Geotex is not provided with twenty-four (24) hours’ notice, Geotex cannot guarantee availability to commence or complete the Services on Site. 15.3 Construction Documents. Client must provide a full set of Construction Documents to Geotex at a minimum of forty-eight (48) hours prior to commencing testing Services. Geotex Engineering Page 13 15.4 Distribution List. Client is responsible for providing Geotex an approved contact list for distribution of all reports prior to commencing Services. Any changes to the distribution list after submittal of the first report may result in additional administrative fees. ARTICLE 16 GENERAL PROVISIONS 16.1 Entire Agreement. This Agreement and any Work Order(s) between Geotex and Client, as the case may be, constitutes the entire agreement between the Parties on the subject matter referred to therein and supersedes and extinguishes all prior negotiations, drafts, agreements, discussions, and correspondence, whether written or oral, including, but not limited to, any previous agreements addressing subject matter similar hereto. 16.2 Severability. In the event any provision contained herein should be deemed inconsistent with or contrary to any applicable law, rule, statute, order, or regulation, said provision shall be deemed to be modified to the extent required to comply with said law, rule, or regulation and as so modified said provision in this Agreement shall continue in full force and effect without affecting the enforceability of the remaining provisions, duties, and liabilities set forth herein. 16.3 No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Geotex, Client, or their respective insurers to any Claim, remedy, or right of any kind hereunder. 16.4 Notice Provisions. Notices required or permitted to be given under this Agreement must be communicated in English and be addressed or sent in accordance with the receiving Party’s contact information provided below. A Party may change its contact information by sending a notice to the other Party. If to Geotex: Geotex Engineering, LLC Attention: Amy Brothers, President P.O. Box 855 Collinsville, Texas 76233 Telephone: (903) 420-0014 Email: abrothers@geotex-engineering.com With a copy to: Geotex Engineering, LLC Attention: Chase Brossett, VP of Finance P.O. Box 855 Collinsville, Texas 76233 Telephone: (903) 420-0014 Email: cbrossett@geotex-engineering.com If to Client: Attention: Telephone: Email: [SIGNATURE PAGE TO FOLLOW] City of Anna Ryan Henderson, City Manager 120 W. Seventh Street Anna, TX 75409 972-924-3325 rhenderson@annatexas.gov Geotex Engineering Page 14 IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the dates set forth below, but effective as of the Effective Date. GEOTEX CLIENT Geotex Engineering, LLC Signature: Signature: Name: Name: Title: Title: Date: Date: AJ Jackson, Sr. Business Development 9-17-24 Geotex Engineering Page 15 NOTICE: ALL REPORTS AND INVOICES WILL BE EMAILED. PLEASE PROVIDE ALL EMAIL INFORMATION FOR INDIVIDUALS LISTED BELOW. Accounts Payable: Company Name: A/P Contact: Address: Email: Phone: Reports Distribution: Company Name: Contact: Email: Phone: Reports Distribution: Company Name: Contact: Email: Phone: Reports Distribution: Company Name: Contact: Email: Phone: Reports Distribution: Company Name: Contact: Email: Phone: Reports Distribution: Company Name: Contact: Email: Phone: Reports Distribution: Company Name: Contact: Email: Phone: Reports Distribution: Company Name: Contact: Email: Phone: 4702 S. Texoma Parkway Denison, Texas 75020 Phone: 903.465.0333 ● Fax: 903.465.0333 ● www.geotex-engineering.com Texas Engineer Firm Registration # F-12796 Oklahoma Engineering Firm Certificate of Authorization CA 7181 September 16, 2024 Proposal No.: P21-0112-012R Dalan Walker, RLA City of Anna Park Planning & Development dawalker@annatexas.gov Subject: Construction Materials Testing Services Pecan Grove Park Anna, Texas Dear Mr. Walker: Geotex Engineering is pleased to submit this proposal for construction materials testing for the above- referenced project. We understand that the project entails the reconstruction of the parking area and bike trail along with a new pedestrian bridge located at Pecan Grove Drive, TX 75409. This proposal is based on the stamped civil dated July 12, 2024, structural plans dated July 10, 2024, the project specification manual, and Geotex Engineering Report No. G23-2295 dated December 8, 2023. PROJECT INFORMATION Based on our review of the project plans and specifications, we understand and have assumed that the project will consist of the following: ♦Pedestrian Bridge: ♦Abutment ♦Wingwalls ♦8 Straight Shaft Piers that are assumed to be cased. ♦8 Concrete Columns ♦Concrete deck ♦Structural Steel connections ♦Paving/Bike Trail: ♦Lime Treated base. ♦5 to 6-inches of (PCCP) Portland Cement Concrete Paving and flatwork ♦Alternate Bids: ♦Bid Items 1, 3, and 4 Pecan Grove Park Anna, Texas Geotex Engineering Page 2 SCOPE OF SERVICES The following scope of services is based on our review of the project documents and is limited to providing testing and/or observations for the previously mentioned construction. We do request that your construction representative provide us with a 24-hour notice for scheduling purposes. Same-day call-ins will be billed at premium rates. As such, we agree to provide the appropriate personnel to perform the below construction materials services. Earthwork Obtain and perform laboratory moisture/density relations (ASTM D698) and soil classification tests (liquid limit, plastic limit, and percent finer than no. 200 sieve analysis) for each soil type. Perform in-place moisture/density tests at the proposed rate of 1/5,000sf for hardscape areas and 1/150LF for bike trails. Cast-In-Place Concrete Perform testing during concrete placements, which will include: perform ambient and concrete temperature determinations perform entrained air content determination perform slump determination Cast concrete test cylinders at the proposed rate of 1/50 cubic yards of concrete placed for all structural and paving members, or a fraction thereof placed per day. Compressive strength determination of concrete test cylinders with three tested at 7 days, three tested at 28 day. record horizontal and vertical bars quantity and size record the condition of drilled shaft excavation before concrete placement record the time concrete was placed Structural Steel Perform visual observation on welded and bolted connections Perform ultrasonic observation on moment or “full-penetration” welded connections Drilled Shaft Installation An engineer or geologist will be onsite on the first day of drilled shaft placement to verify the soil design parameters and to provide assistance if any problems arise during placement. Excavation observation of the drilled shafts will include: record the diameter of the drilled shaft record top and bottom pier elevations (information obtained from plans or provided by contractor) record depth to the bearing stratum record penetration into the bearing stratum record if a casing was used record if plumbness is within specification tolerance record horizontal and vertical bars quantity and size record the condition of drilled shaft excavation before concrete placement record the time concrete was placed Pecan Grove Park Anna, Texas Geotex Engineering Page 3  Notes and Qualifications: Preparation of a compliance letter or other tasks and services that will require Professional Engineering (PE) hours will be billed at the PE’s rate of $250/hour. COMPENSATION While testing is dependent on the construction sequence, contractor performance and efficiency, weather conditions, and the actual testing performed, we suggest an estimated Base Bid Budget of $48,128.00. Our Bid Alternate 1 is $4,653.00. Our Bid Alternate 3 budget is $1,975.00, and our Bid Alternate 4 budget is $4,642.00. The invoicing for this project will use the attached Fee Schedule and the actual quantity of work performed. There was no construction schedule available for review during the preparation of our proposal. All rebar observation will be performed by the city inspector. The estimated budget will not be exceeded without prior approval. The services provided by Geotex Engineering will be consistent with the engineering standards prevailing at the time and in the area that the work is performed; no other warranty, express or implied, is intended. Estimates are valid for 60 days. If ICC Special Inspections are requested or required, additional fees will apply. Any additional testing that the client requests will be billed. Fees are subject to increases upon the calendar year or following years of signing the contract. Additional slump, entrained air, and temperature tests requested will be charged to the client. (Slump-$20), (Entrained Air and Unit Weight-$25), (Temperature-$5). If a NICET inspector is required, additional fees will apply. A Letter of Agreement for your execution will be forwarded to your office upon your approval of this proposal. We appreciate the opportunity to provide you with our services. Please call if you have any questions or wish to discuss any aspect of our proposal. Sincerely, Geotex Engineering, LLC AJ Jackson, Sr. Business Development Attachments: Budget Estimate Geotex Engineering 4702 S. Texoma Parkway Denison, Texas 76205 Phone: 940.735.3733 Quantity Unit Unit Rate Total Moisture Density Relations (ASTM D698- Method A or B)3 each $185.00 $555.00 Moisture Density Relations, Lime Treated Proctor (ASTM D1557)3 each $300.00 $900.00 Atterberg Limits 6 each $95.00 $570.00 Minus 200 Sieve Analysis 6 each $50.00 $300.00 4 each $100.00 $400.00 1 each $525.00 $525.00 Lime Gradations 15 each $20.00 $300.00 Lime Depth Test 10 each $20.00 $200.00 50 each $20.00 $1,000.00 60 hour $55.00 $3,300.00 Trip Charge 13 trip $50.00 $650.00 Project Manager 11 hour $125.00 $1,375.00 Project Administration n/a %10 $1,008.00 $11,083.00 Concrete Test Cylinders (4 x 8 inch)144 each $25.00 $3,600.00 Engineering Concrete Technician (Min. 4 hrs. per trip)165 hour $55.00 $9,075.00 (Includes cylinder pick up) Trip Charge 46 trip $50.00 $2,300.00 Project Manager 16 hour $125.00 $2,000.00 Project Administration n/a %10 $1,698.00 $18,673.00 Concrete Test Cylinders (4 x 8 inch)48 each $25.00 $1,200.00 Engineering Concrete Technician (Min. 4 hrs. per trip)70 hour $55.00 $3,850.00 (Includes cylinder pick up) Trip Charge 16 trip $50.00 $800.00 Project Manager 5 hour $125.00 $625.00 Project Administration n/a %10 $648.00 $7,123.00 Straight Shaft Piers Concrete Test Cylinders (4 x 8 inch)18 each $25.00 $450.00 Sr. Engineering Technician (Min. 4 hrs. per trip)45 hour $75.00 $3,375.00 Senior Engineer (PE)5 hour $250.00 $1,250.00 Trip Charge 6 trip $50.00 $300.00 Project Manager 8 hour $125.00 $1,000.00 Project Administration n/a %10 $638.00 $7,013.00 Concrete Observation & Testing -Pedestrian Bridge Estimated Total for Concrete Services for the Pedestrian Bridge: Concrete Observation & Testing - Hardscape Estimated Total for Concrete Services for Hardscape: Estimated Total for Earthwork Services for Hardscape: Lime Series In Place Moisture-Density Tests, min 3 per trip (Paving) Engineering Soils Technician - Paving (Min. 4 hrs. per trip) Estimated Total for Straight Shaft Pier Services: Budget Estimate for Construction Materials Testing & Observation Services Pecan Grove Park Anna, TX 21-0112-012R Item Earthwork Observation & Testing Hardscape Sulfate Test Geotex Engineering 4702 S. Texoma Parkway Denison, Texas 76205 Phone: 940.735.3733 Quantity Unit Unit Rate Total Budget Estimate for Construction Materials Testing & Observation Services Pecan Grove Park Anna, TX 21-0112-012R Item CWI Specialist Observation/Ultrasonic Testing (Min. 6 hrs. per trip)12 hour $95.00 $1,140.00 Material Fee 2 day $60.00 $120.00 Trip Charge 2 trip $125.00 $250.00 Project Manager 2 hour $125.00 $250.00 Project Administration n/a %10 $176.00 $1,936.00 Project Setup Fee 1 each $250.00 $250.00 6 hour $250.00 $1,500.00 $1,750.00 $48,128.00 SCHEDULED ASSUMPTIONS AND NOTES We've estimated (13) days to rework the subgrade, test the fill, and observe and test the lime treated base onsite. We've assumed (24) bike trail and parking lot placements at a rate of 50cyd per day. We've estimated (8) <100 cubic yard placement along the bridge foundation. We've estimated that it will take (3) trips to cast eight cased piers at a rate of 3 per day with one drill rig and one technician. We've estimated that it will take (2) trips to observe and test the structural steel connections. NOT INCLUDED IN REQUIREMENTS OR THE BUDGET Tests in excess of above stated quantities or additional tests not listed Retesting of any failed tests / observation Temporary site curing facility Project compliance letter The fees listed above for field and laboratory tests, include the equipment necessary to accomplish the task. Fees not listed above are available upon request. Estimates are valid for 60 days. Any additional testing that the client requests will be billed. There will be a 50% surcharge to the standard testing fees on all testing performed on rush orders. All services and personnel fees are subject to a minimum fee of four hours per trip for all scheduled inspections, site visits and for cancellations (on-site or in route) unless noted otherwise. Hourly rates quoted are portal to portal and apply to standard work days, Monday through Friday 8:00 am to 4:00 pm. Overtime rate of 1.5 times the quoted rate will be applied outside of the standard work hours, over 8 hours a day and on Saturday. Sundays and Holidays will be billed at 2 times the quoted rates. Fees listed above are per unit/hour, unless otherwise noted. Same-day call-ins to be billed at 1.5 times the hourly rate of the available personnel, up to and including the project manager's rate. Fees listed are for informational use only and are subject to change. If ICC Special Inspections are required, additional fees will apply. Fees are subject to increases upon the calendar year or following years of signing the contract. Additional slump, entrained air and temperature tests requested will be charged to client. (Slump-$20), (Entrained Air and Unit Weight-$25), (Temperature-$5). If NICET inspector is required, additional fees will apply. Estimated Total for Structural Steel Services: Allowance for Sr. Engineer Estimated Total for Professional Services: Estimated Base Bid Total for the Above Services: Structural Steel Observation Geotex Engineering 4702 S. Texoma Parkway Denison, Texas 76205 Phone: 940.735.3733 Quantity Unit Unit Rate Total Budget Estimate for Construction Materials Testing & Observation Services Pecan Grove Park Anna, TX 21-0112-012R Item Bid Alternate #1 Moisture Density Relations (ASTM D698- Method A or B)1 each $185.00 $185.00 Atterberg Limits 1 each $95.00 $95.00 Minus 200 Sieve Analysis 1 each $50.00 $50.00 6 each $20.00 $120.00 8 hour $55.00 $440.00 Concrete Test Cylinders (4 x 8 inch)12 each $25.00 $300.00 Engineering Concrete Technician (Min. 4 hrs. per trip)16 hour $55.00 $880.00 CWI Specialist Observation/Ultrasonic Testing (Min. 6 hrs. per trip)12 hour $95.00 $1,140.00 Material Fee 2 day $60.00 $120.00 Trip Charge 8 trip $50.00 $400.00 Project Manager 4 hour $125.00 $500.00 Project Administration n/a %10 $423.00 $4,653.00 Concrete Test Cylinders (4 x 8 inch)12 each $25.00 $300.00 Engineering Concrete Technician (Min. 4 hrs. per trip)16 hour $55.00 $880.00 (Includes cylinder pick up) Trip Charge 4 trip $60.00 $240.00 Project Manager 3 hour $125.00 $375.00 Project Administration n/a %10 $180.00 $1,975.00 Bid Alternate #4 Moisture Density Relations (ASTM D698- Method A or B)1 each $185.00 $185.00 Atterberg Limits 1 each $95.00 $95.00 Minus 200 Sieve Analysis 1 each $50.00 $50.00 9 each $20.00 $180.00 12 hour $55.00 $660.00 Concrete Test Cylinders (4 x 8 inch)18 each $25.00 $450.00 Engineering Concrete Technician (Min. 4 hrs. per trip)30 hour $55.00 $1,650.00 Trip Charge 9 trip $50.00 $450.00 Project Manager 4 hour $125.00 $500.00 Project Administration n/a %10 $422.00 $4,642.00 In Place Moisture-Density Tests, min 3 per trip (Paving) Engineering Soils Technician - Paving (Min. 4 hrs. per trip) Estimated Total for Bid Alternate 4 Services: Estimated Total for Bid Alternate 3 Services: Engineering Soils Technician - Paving (Min. 4 hrs. per trip) In Place Moisture-Density Tests, min 3 per trip (Paving) Estimated Total for Bid Alternate 1 Services: Bid Alternate #3 Item No. 6.h. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Marc Marchand AGENDA ITEM: Approve a Resolution authorizing the City Manager to award the AV contract to AVI- SPL for audio and visual equipment for the community library in the amount not to exceed six hundred, ninety thousand and zero cents ($690,000). (Neighborhood Services Director Marc Marchand) SUMMARY: As the Anna Community Library is under construction, staff has begun the process of sourcing and purchasing items necessary to operate the library. This item is to award the contract for audio & visual equipment required for use of the library facility. FINANCIAL IMPACT: Funding for the Anna Community Library project was approved by voters in the 2021 Bond Election (Proposition B - Community Library) and was appropriated in the FY2024 Capital Improvement Program budget in the amount of $22.0 million from General Obligation Bond funds. This resolution approves an amount not to exceed $690,000 for necessary equipment, as shown in the proposal, for the Anna Community Library. BACKGROUND: The City of Anna has solicited proposals from vendors for the purchase of necessary library equipment in the Anna Community Library. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Vibrant ATTACHMENTS: 1. Resolution - Authorizing City Manager to Award AV Contract to AVI-SPL for Library Project 2. City of Anna Standard Contract Documents - Supplementary 3. AVI SPL AV Proposal 4. AVI SPL Signed Contract CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO AWARD THE AV CONTRACT TO AVI-SPL FOR AUDIO AND VISUAL EQUIPMENT FOR THE COMMUNITY LIBRARY IN THE AMOUNT NOT TO EXCEED SIX HUNDRED, NINTY THOUSAND AND ZERO CENTS ($690,000.00), AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Anna has publicly bid in accordance with Texas Local Government Code, and; WHEREAS, the qualified bidders were interviewed and scored based on price, reputation, safety record, experience, and references; and, WHEREAS, AVI-SPL was the highest scoring bidder in the best value review process; and WHEREAS the Anna Community Library is part of the Community Investment Program construction projects in the City of Anna, Texas; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1.Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2.Authorization of Payment and Funding. The City Council of the City of Anna, Texas, authorizes the City Manager to award the contract for audio and visual equipment in an amount not exceeding $690,000.00 on behalf of the City of Anna, Texas. The Anna Community Library Project's funding shall come from General Obligation Bond Funds, as adopted in 2021. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___ day of September 2024. ATTEST: APPROVED: __________________________ __________________________ City Secretary, Carrie Land Mayor, Pete Cain Exhibit A (following Page) CITY OF ANNA, TEXAS CONTRACT DOCUMENTS FOR THE AUDIOVISUAL SYSTEMS Project: City of Anna Community Library PREPARED BY Firm: NV5 Engineering & Technology Date: APRIL 1, 2024 Table of Contents Contract Agreement ........................................................................................................................... 1 Section 1. Documents Incorporated by Reference ................................................................................... 1 Section 2. Representation of the Contractor ............................................................................................ 2 Section 3. Intent & Interpretation ............................................................................................................ 2 Section 4. Contractor Performance .......................................................................................................... 4 Section 5. Time for Contractor’s Performance; Delays ............................................................................. 4 Section 6. Fixed Price & Contract Payments ............................................................................................. 6 Section 7. Information & Material Supplied by the City ........................................................................... 9 Section 8. Cease & Desist Order/Owner’s Right to Perform Work ........................................................... 9 Section 9. Contractor’s Duties, Obligations & Responsibilities ............................................................... 10 Section 10. Indemnity ............................................................................................................................. 13 Section 11. Claims by the Contractor ...................................................................................................... 13 Section 12. Subcontractors ..................................................................................................................... 14 Section 13. Change Orders ...................................................................................................................... 15 Section 14. Discovering & Correcting Defective or Incomplete Work .................................................... 17 Section 15. City’s Right to Suspend Contractor’s Performance .............................................................. 18 Section 16. Termination By the City ........................................................................................................ 19 Section 17. Insurance .............................................................................................................................. 20 Section 18. Performance & Payment Bonds; Surety Bonds .................................................................... 22 Section 19. Project Records .................................................................................................................... 22 Section 20. Applicable Law ..................................................................................................................... 23 Section 21. Successors & Assigns ............................................................................................................ 23 Section 22. Miscellaneous Provisions ..................................................................................................... 23 Section 23. Entire Agreement ................................................................................................................. 24 Section 24. Severability ........................................................................................................................... 24 https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-1 Contract Agreement CONTRACT AGREEMENT THIS ______________________________ 2 Contract (hereinafter this "Contract Agreement") entered into this ______ day of _______________, 20_____ by and between the CITY OF ANNA, TEXAS, a Texas municipal corporation, (“City”) and ________________________________ ("Contractor"), located at ______________________________________. W I T N E S S E T H: WHEREAS, the City wishes to contract for the project identified as _______________________________________(the “Project”); and WHEREAS, the Project shall include all work and activities necessary to complete the following scope of work (hereinafter referenced as “Work”): in accordance with the Contract Documents as that term is defined herein; and WHEREAS, the Contractor has represented to the City that its personnel are qualified to provide the Work required in this Contract Agreement in a professional, timely manner as time is of the essence; and WHEREAS, the City has relied upon the above representations by the Contractor; and WHEREAS, the City's consulting engineer has recommended that an agreement for aforesaid construction be entered into with the Contractor; NOW, THEREFORE, for and in consideration of these premises, of the mutual covenants herein set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: Section 1. DOCUMENTS INCORPORATED BY REFERENCE This Contract Agreement includes the recitals set forth above and the following documents: • Contract Agreement • Supplemental General Provisions • Qualification Statement of Bidder's Surety • Prevailing Wage Rates for Municipal Construction in Anna, Texas • Vendors Compliance to State Law • Conflicts of Interest Questionnaire • Affidavit Against Prohibited Acts • Request for Certificate of Exemption from Texas Limited Sales, Excise and Use Tax • Performance Bond • Payment Bond • Maintenance Bond • Certificate of Insurance https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-2 Contract Agreement • Form 1295 • Technical Specifications; and, • Plans, Specifications and Drawings and all other documents made available to bidder for his inspection in accordance with Invitation to Bid, all of which are hereby incorporated herein by reference, whether or not attached hereto, and made a part hereof (hereinafter along with this Contract Agreement and referenced collectively as the “Contract” or “Contract Documents”). Change Orders issued hereafter, Construction Change Directives, a Direction for a Minor Modification in the Work issued by the City, and any other amendments executed by the City and the Contractor, shall become and be a part of the Contract Documents. Documents not included or expressly contemplated in this Section 1 do not, and shall not, form any part of the Contract. The Contract Documents are intended to be complementary, and a requirement in one document shall be deemed to be required in all documents. However, in the event of any conflict between any of the above-listed documents and this Contract Agreement, this Contract Agreement shall control. Section 2. REPRESENTATIONS OF THE CONTRACTOR In order to induce the City to execute the Contract and recognizing that the City is relying thereon, the Contractor, by executing the Contract, makes the following express representations to the City: 2.01 The Contractor is fully qualified to act as the general contractor for the Project and has, and shall maintain, any and all licenses, permits or other authorizations necessary to act as the general contractor for, and to construct the Project; 2.02 The Contractor has become familiar with the Project site and the local conditions under which the Project is to be constructed and operated; 2.03 The Contractor has received, reviewed and examined all of the documents which make up the Contract, including, but not limited to all plans and specifications, and has found them to the best of its knowledge, to be complete, accurate, adequate, consistent, coordinated and sufficient for construction. Section 3. INTENT AND INTERPRETATION With respect to the intent and interpretation of the Contract, the City and the Contractor agree as follows: 3.01 This Contract Agreement (along with its exhibits and other documents expressly referenced in Section 1, above), together with the Contractor's and Surety's bid/proposal bond, performance and payment bonds, and maintenance bonds for the Project constitute the entire and exclusive agreements between the parties with reference to the Project, and said Contract supersedes any and all prior discussions, communications, representations, understandings, negotiations, or agreements. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-3 Contract Agreement 3.02 Anything that may be required, implied or reasonably inferred by the documents which make up the Contract, or any one or more of them, shall be provided by the Contractor with no increase to the Contract Price; 3.03 Nothing contained in the Contract shall create, nor be interpreted to create, privity or any other relationship whatsoever between the City and any person except the Contractor; 3.04 When a word, term, or phrase is used in the Contract, it shall be interpreted or construed first, as defined herein; second, if not defined, according to its generally accepted meaning in the construction industry; and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage; 3.05 Wherever the Contract calls for “strict” compliance or conformance with the Contract Documents as to matters—other than compliance with time limits, providing an updated schedule, and claim and change order procedures—the term shall mean within tolerances as described specifically in the Contract Documents, or if not specifically described, within industry standards and tolerances for deviation for the specific item or procedure in question; 3.06 The words "include", "includes", or "including", as used in the Contract, shall be deemed to be followed by the phrase, "without limitation"; 3.07 The listing herein of any items as constituting a material breach of the Contract shall not imply that any other, non listed item will not constitute a material breach of the Contract; 3.08 The Contractor shall have a continuing duty to read, examine, review, compare and contrast each of the documents which make up the Contract, shop drawings, and other submittals and shall give written notice to the City of any conflict, ambiguity, error or omission which the Contractor may find with respect to these documents, before proceeding with the associated part of the Work. The express or implied approval by the City or its designee of any shop drawings or other submittals shall not relieve the Contractor of the continuing duties imposed hereby, nor shall any such approval be evidence of the Contractor's compliance with the Contract. If the Contractor performs any activity knowing it involves an error, inconsistency or omission which was recognized, obvious, or reasonably should have been recognized, without such notice to the City, the Contractor shall assume responsibility for such performance and shall bear the costs for correction; 3.09 In the event of any conflict, discrepancy, or inconsistency among any of the documents which make up the Contract, the following shall control: (1) as between this Contract Agreement and any other document, this document shall govern; or, (2) in the case of any conflict, discrepancy or inconsistency among any of the other Contract Documents, and such conflict is not resolved by reference to the Supplementary General Provisions and Technical Specifications, then the Contractor shall notify the City immediately upon discovery of same for resolution. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-4 Contract Agreement Section 4. CONTRACTOR'S PERFORMANCE The Contractor shall perform all of the Work required, implied or reasonably inferable from the Contract including, but not limited to, the following: 4.01 The Contractor will complete the entire Work described in the Contract Documents, except as specifically identified therein as the work of other parties or expressly excluded by specific reference, in accordance with the terms herein. 4.02 The furnishing of any and all required surety bonds and insurance certificate(s) and endorsement(s); 4.03 The provision or furnishing, and prompt payment therefor, of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, disposal, power, fuel, heat, light, cooling, or other utilities, required for construction and all necessary building permits and other permits or licenses required for the construction of the Project; 4.04 The creation and maintenance of a detailed and comprehensive copy of the drawings, specifications, addenda, change orders and other modifications depicting all as-built construction. Said items shall be submitted to the City, along with other required submittals upon Completion of the Project, and receipt of same by the City shall be a condition precedent to final payment to the Contractor. The Contractor shall prepare and submit final as-built drawings to the City. Section 5. TIME FOR CONTRACTOR'S PERFORMANCE; DELAYS 5.01 The Contractor shall commence the performance of the Contract on the date set forth in the Notice to Proceed issued by the City Manager or the City Manager’s designee and shall diligently continue its performance to and until Completion of the Project. The Contractor shall accomplish Completion (as defined herein below) of the Project not more than ___________________ (___) calendar days following the issuance of the Notice to Proceed, (sometimes hereinafter referred to as the “Contract Time”). This Contract Time includes Ten (10) inclement weather days. By signing the Contract, the Contractor agrees that the Contract Time is a reasonable time for accomplishing Completion of the Project and completion of the Project within the Contract Time is of the essence. 5.02 The Contractor shall pay the City the sum of $500 per day for each and every calendar day of unexcused delay in achieving Substantial Completion beyond the date set forth herein for Substantial Completion. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at the time of executing the Contract. When the City reasonably believes that Substantial Completion will be inexcusably delayed, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. If and when the Contractor overcomes the delay in achieving Substantial Completion, or any part thereof, for which the City has withheld payment, the City shall promptly release to the Contractor those funds withheld over and above what ultimately came due as liquidated damages; 5.03 The term "Substantial Completion", as used herein, shall mean the point at which, as certified in writing by the City’s consulting architect/engineer or other appropriate independent contractor or representative and approved by the City, the Project is at a level of completion in strict compliance with the Contract such that the City or its designee can enjoy beneficial use or occupancy and can legally occupy, use or operate it in all respects, for its intended purpose. Partial use or https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-5 Contract Agreement occupancy of the Project shall not result in the Project being deemed substantially complete, and such partial use or occupancy shall not be evidence of Substantial Completion. 5.04 All limitations of time set forth herein are material and are of the essence of the Contract. 5.05 Contractor agrees to punctually and diligently perform all parts of the Work at the time scheduled in this Contract Agreement. In this connection, Contractor agrees that it will keep itself continually informed of the progress of the job and will, upon its own initiative, confer with the City so as to plan its Work in coordinated sequence with the work of the City, if any, and of others and so as to be able to expeditiously undertake and perform its work at the time most beneficial to the entire Project. The Contractor will be liable for any loss, costs, or damages sustained by the City for delays in performing the Work hereunder, other than for excusable delays, as set forth in 5.06 below, for which Contractor may be granted a reasonable extension of time. 5.06 If the Contractor is delayed at any time in the progress of the Work by any separate contractor employed by the City, or by changes in the Work, or by labor disputes, fire, unusual delay in transportation, unusually severe weather conditions, unavoidable casualties, delays specifically authorized by the City, or by causes beyond the Contractor's control, avoidance, or mitigation, and without the fault or negligence of the Contractor and/or subcontractor or supplier at any tier, then the contract time shall be extended by Change Order for such reasonable time, if any, as the City may determine that such event has delayed the progress of the Work, or overall completion of the Work if the Contractor complies with the notice and documentation requirements set forth below. (1) If the Contractor is delayed, obstructed, hindered or interrupted for a period of time exceeding seven calendar days by any act or neglect of the City, an adjustment shall be made for any increase in the direct cost of performance of this contract (excluding profit, extended home office overhead, incidental or consequential damages or disruption damages) and the Contract modified in writing accordingly. The Contractor must assert its right under this section by giving written notice to the City Manager within 10 calendar days of the beginning of a delay, obstruction, hindrance or interruption by the City. No adjustment shall be made for any delay, obstruction, hindrance or interruption after final payment under this contract or to the extent that performance would have been so delayed, obstructed, hindered or interrupted by any other cause, including, but not limited to concurrent cause or fault or negligence of the Contractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this contract. The direct costs described above shall be limited to those direct costs attributable solely to this project, and shall be subject to documentation and verification of costs as required by the City. If unit prices are established in the Contract Documents or subsequently agreed upon, they shall form the basis for cost calculations under any claims for delay. (2) Any claim for extension of time shall be made in writing to the City, not more than 10 calendar days from the beginning of the delay. The notice shall indicate the cause of delay upon the progress of Work. If the cause of the delay is continuing, the Contractor must give such written notice every 10 calendar days. Within 10 calendar days after the elimination of any such delay, the Contractor shall submit further documentation of the delay and a formal Change Order request for an extension of time for such delay. (3) The written request for a time extension shall state the cause of the delay, the number of calendar days extension requested, and such analysis and other documentation as is reasonably requested by the City to demonstrate a delay in the progress of the Work or the overall project completion. If the Contractor does not comply with the above notice and documentation requirements, the claim for the delay shall be waived by the Contractor. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-6 Contract Agreement The above notice and documentation requirements shall also be a condition precedent to the Contractor’s entitlement to any extension of time. (4) Extensions of time will be the contractor’s primary remedy for any and all delays, obstructions, hindrances, or interference. Payment or compensation, for direct costs only (as set forth above), may be made to the Contractor for hindrances or delays solely caused by the City if such delays or hindrances are within the City’s ability to control and are not partially caused by the Contractor or any of its agents, subcontractors or others for whom it is responsible. No payment or compensation will be made for interference, obstructions, hindrances or delays which are not solely caused by the City and which the City fails to cure after a reasonable period after written notice. (5) Without limitation, the City's exercise of its rights under provisions related to changes to the Work, regardless of the extent or number of such changes, or the City's exercise of any of its remedies or any requirement to correct or re-execute defective Work, shall not under any circumstances be construed as delays, hindrances or interference compensable further than as described herein. Section 6. FIXED PRICE AND CONTRACT PAYMENTS 6.01 The City shall pay, and the Contractor shall accept, as full and complete payment for the Contractor's timely performance of its obligations hereunder the fixed price of $_____________. The price set forth in this Section 6.01 shall constitute the Contract Price, which shall not be modified except by Change Order or adjustment pursuant to approved unit prices, if any, as provided in the Contract. 6.02 The City shall pay the Contract Price to the Contractor in accordance with the procedures set forth in this Section 6 and as set forth here: (1) On or before the 10th calendar day of each month after commencement of performance, but no more frequently than once monthly, the Contractor may submit a payment request for the period ending the last calendar day of the previous month (the "Payment Request"). Said Payment Request shall be in such format and include whatever supporting information as may be required by the City. Therein, the Contractor may request payment for 90% of that part of the Contract Price allocable to Contract requirements properly provided, labor, materials and equipment properly incorporated in the Project, and materials or equipment necessary for the Project and properly stored at the Project site (or elsewhere if offsite storage is approved in writing by the City), less the total amount of previous payments received from the City. Payment for materials stored offsite shall be at the discretion of the City and if approved, the Contractor shall provide appropriate documentation to substantiate materials are stored in a bonded warehouse or facility, title or other proof of ownership has been transferred to the City, and that materials have been purchased and paid for by the Contractor (copies of paid invoices must be submitted to the City with payment request). Risk of loss shall be borne by, and insurance must be provided by the Contractor while in storage, transit and use during construction. At 75% completion of the Contract, by dollar value, and at the option of the City, retainage may be reduced to 5% plus an additional amount as detailed in Section 6.06 below for any part of the Work that is defective or non-conforming and in Section 5.02 above for anticipated liquidated damages. (2) Amounts reflected in Change Orders may be included in Payment Requests to the extent they are not in dispute and subject to final approval of cost to the City for such changes in work. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-7 Contract Agreement (3) Each Payment Request shall be signed by the Contractor and shall constitute the Contractor's representation that the quantity of Work has reached the level for which payment is requested, that the Work has been properly installed or performed in strict compliance with the Contract, and that the Contractor knows of no reason why payment should not be made as requested. (4) Thereafter, the City shall review the Payment Request and may also review the Work at the Project site or elsewhere to determine whether the quantity and quality of the work is as represented in the Payment Request and is as required by the Contract. The amount of each such payment shall be the amount approved for payment by the City less such amounts, if any, otherwise owing by the Contractor to the City or which the City shall have the right to withhold as authorized by the Contract, subject to approval by the City. Approval of the Contractor’s Payment Requests shall not preclude the City from the exercise of any of its rights as set forth in 6.06 herein below. (5) The submission by the Contractor of a Payment Request also constitutes an affirmative representation and warranty that all work for which the City has previously paid is free and clear of any lien, claim, or other encumbrance of any person whatsoever. As a condition precedent to payment, the Contractor shall, if required by the City, also furnish to the City properly executed waivers of lien or claim, in a form acceptable to the City, from all subcontractors, materialmen, suppliers or others having lien or claim rights, wherein said subcontractors, materialmen, suppliers or others having lien or claim rights, shall acknowledge receipt of all sums due pursuant to all prior Payment Requests and waive and relinquish any liens, lien rights or other claims relating to the Project site. Furthermore, the Contractor warrants and represents that, upon payment of the Payment Request submitted, title to all work included in such payment shall be vested in the City. 6.03 When payment is received from the City, the Contractor shall within seven calendar days pay all subcontractors, material men, laborers and suppliers the amounts they are due for the work covered by such payment. In the event the City becomes informed that the Contractor has not paid a subcontractor, material man, laborer, or supplier as provided herein, the City shall have the right, but not the duty, to issue future checks and payment to the Contractor of amounts otherwise due hereunder naming the Contractor and any such subcontractor, material man, laborer, or supplier as joint payees. The City shall notify the Contractor of its intent to implement such a procedure, and will give the Contractor a reasonable period to cure any such failure prior to implementing the procedure. Such joint-check procedure, if employed by the City, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check as a co-payee and shall not be deemed to commit the City to repeat the procedure in the future. 6.04 Neither payment to the Contractor, full or partial utilization of the Project for any purpose by the City, nor any other act or omission by the City shall be interpreted or construed as an acceptance of any work of the Contractor not strictly in compliance with the Contract; 6.05 After written notice to the Contractor and a reasonable opportunity to cure, the City shall have the right to refuse to make payment, in whole or in part, and, if necessary, may demand the return of a portion or all of the amount previously paid to the Contractor due to: (1) The quality of a portion, or all, of the Contractor's work not being in accordance with the requirements of the Contract; (2) The quantity of the Contractor's work not being as represented in the Contractor's Payment Request, or otherwise; https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-8 Contract Agreement (3) The Contractor's rate of progress being such that, in the opinion of the City, Substantial Completion may be inexcusably delayed; (4) The Contractor's failure to use Contract funds, previously paid the Contractor by the City, to pay Contractor's Project-related obligations including, but not limited to, subcontractors, laborers and material and equipment suppliers; (5) Claims made, or likely to be made, against the City or its property for which the Contractor or its agents or subcontractors or others for whom it is responsible are, or reasonably appear to be at fault; (6) Loss caused by the Contractor; (7) The Contractor's failure or refusal to perform any of its obligations to the City, after written notice and a reasonable opportunity to cure as set forth above. In the event that the City makes written demand upon the Contractor for amounts previously paid by the City as contemplated in this Section 6.05, the Contractor shall promptly comply with such demand. The City's rights hereunder survive the term of this Contract Agreement, are not waived by final payment and/or acceptance, and are in addition to Contractor's obligations elsewhere herein. 6.06 When the Contractor believes that Substantial Completion has been achieved, the Contractor shall notify the City in writing and shall furnish a listing of those matters, if any, yet to be finished. The City will thereupon conduct a site review to confirm that the Project is in fact substantially complete. If the City, through its review, finds that the Contractor’s work is not substantially complete, and is required to repeat all, or any portion, of such review, the Contractor shall bear the cost of such repeat site review(s), which cost may be deducted by the City from any payment then or thereafter due to the Contractor. Guarantees and equipment warranties required by the Contract shall commence on the date of Substantial Completion. Upon Substantial Completion, the City shall pay the Contractor an amount sufficient to increase total payments to the Contractor to 100% of the Contract Price less any amounts attributable to damages, and less 150% of the costs, as reasonably determined by the City, incurred for the City to complete any incomplete work, correcting and bringing into conformance all defective and nonconforming work, and handling any outstanding or threatened claims. Such a calculation by the City of costs for completing all incomplete work, correcting and bringing into conformance all defective and nonconforming work, and handling any outstanding or threatened claims shall not bar the City from exercising its stated rights elsewhere in the Contract, or otherwise as provided by law for any incomplete, defective or nonconforming work or claims that are discovered by the City after the date of making such calculation or after the date of any partial or final payment, whether or not such incomplete, defective or nonconforming work or claims were obvious or should have been discovered earlier. 6.07 When the Project is finally complete and the Contractor is ready for a final review, it shall notify the City thereof in writing. Thereupon, the City will perform a final site review of the Project. If the City concurs that the Project is complete in full accordance with the Contract and that the Contractor has performed all of its obligations to the City hereunder, the Contractor will furnish a final Approval for Payment to the City certifying to the City that the Project is complete and the Contractor is entitled to the remainder of the unpaid Contract Price, less any amount withheld pursuant to the Contract. If the City is unable to issue its final Approval for Payment and is required to repeat its final review of the Project, the Contractor shall bear the cost of such repeat review(s), which costs may be deducted by the City from the Contractor's final payment; https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-9 Contract Agreement 6.08 The City shall, subject to its rights set forth in Section 6.06 above and elsewhere in the Contract, endeavor to make final payment of all sums due the Contractor within 30 calendar days of the final Approval for Payment, with the exception of items in dispute or concerning which the City has exercised any of its rights to investigate or remove. Section 7. INFORMATION AND MATERIAL SUPPLIED BY THE CITY 7.01 The City has furnished to the Contractor, prior to the execution of this Contract Agreement, all written and tangible material in its possession relevant to the conditions at the site of the Project. Such written and tangible material has been furnished to the Contractor only in order to make complete disclosure of such material as being in the possession of the City and for no other purpose. By furnishing such material, the City does not represent, warrant, or guarantee its accuracy either in whole, in part, implicitly or explicitly, or at all. 7.02 Differing site conditions. The Contractor shall promptly, and before such conditions are disturbed, notify the City in writing of: (1) subsurface or latent physical conditions at the site differing materially from those indicated in the contract, or (2) unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in this contract. The City shall investigate the conditions, and if it finds that such conditions do materially so differ and cause an increase or decrease in the Contractor’s cost of, or the time required for, performance of any part of the Work under the Contract, whether or not changed as a result of such conditions, an adjustment shall be made, through negotiation and mutual agreement, and the contract modified in writing accordingly. Section 8. CEASE AND DESIST ORDER/OWNER'S RIGHT TO PERFORM WORK 8.01 In the event the Contractor fails or refuses to perform the Work, or any separable part thereof, as required herein, or with the diligence that will ensure its proper, timely completion in accordance with the contract documents, the City may instruct the Contractor, by written notice, to cease and desist further Work, in whole or in part, or to correct deficient Work. Upon receipt of such instruction, the Contractor shall immediately cease and desist, or proceed, as instructed by the City. In the event the City issues such instructions to cease and desist, the Contractor must, within seven calendar days of receipt of the City’s instructions, provide a written, verified plan to eliminate or correct the cause of the City’s order, which plan appears to the City to be reasonable, actually attainable and in good faith. In the event that the Contractor fails and/or refuses to provide such a plan or diligently execute an approved plan, then the City shall have the right, but not the obligation, to carry out the Work, or any portion thereof, with its own forces, or with the forces of another contractor, and the Contractor shall be fully responsible and liable for the costs of the City performing such work, which costs may be withheld from amounts due to the Contractor from the City. The rights set forth herein are in addition to, and without prejudice to, any other rights or remedies the City may have against the Contractor. If Work completed by the City or other contractor affects, relates to, is to be attached onto or extended by later Work of the Contractor, the Contractor shall, prior to proceeding with the later Work, and to the extent visible, report any apparent defects or variance from the Contract requirements which would render the Contractor's later Work not in compliance with the Contract requirements or defective or not in compliance with warranties or other obligations of the Contractor hereunder. 8.02 The provisions of this section shall be in addition to the City’s ability to remove portions of the Work from the Contract and complete it separately. Section 9. CONTRACTOR’S DUTIES, OBLIGATIONS AND RESPONSIBILITIES https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-10 Contract Agreement In addition to any and all other duties, obligations and responsibilities of the Contractor set forth in the Contract Documents, the Contractor shall have and perform the following duties, obligations and responsibilities to the City: 9.01 Reference is hereby made to the continuing duties set forth in Section 3.08 above, which are by reference hereby incorporated in this Section 9.01. The Contractor shall not perform work without adequate plans and specifications, or without, as appropriate, approved shop drawings, or other submittals. If the Contractor performs work knowing or believing, or if through exercise of reasonable diligence it should have known that such work involves an error, inconsistency or omission in the Contract without first providing written notice to the City, the Contractor shall be responsible for such work and shall correct same bearing the costs set forth in Section 3.08 above. 9.02 All work shall strictly conform to the requirements of the Contract. To that end, the Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work, unless otherwise specified in the Contract Documents; 9.03 The work shall be strictly supervised, the Contractor bearing full responsibility for any and all acts, errors or omissions of those engaged in the work on behalf of the Contractor, including, but not limited to, all subcontractors and their employees. The Contractor shall maintain an on-site superintendent while any portion of the Work is being performed. The Contractor shall operate exclusively in the capacity of the City’s independent contractor as to all work it performs under the Contract, and not as an agent, employee, or representative of the City; 9.04 The Contractor hereby warrants that all laborers furnished under the Contract shall be qualified and competent to perform the tasks undertaken, that the product of such labor shall yield only first-class results, that all materials and equipment provided shall be new (unless otherwise specified) and of high quality, that the completed work will be complete, of high quality, without defects, and that all work strictly complies with the requirements of the Contract. Any work not strictly complying with the requirements of this the Contract shall constitute a breach of the Contractor's warranty. 9.05 The Contractor will be responsible for acquiring all required permit(s)—except as specifically stated in Section 22.01 below—and calling for all required or routine inspections. The Contractor will cooperate with and abide by the decision of inspectors having jurisdiction. Should the Contractor have a dispute with any inspector or entity having jurisdiction, the Contractor shall promptly notify the City Manager or the City Manager’s designee. The Contractor shall comply with all legal requirements applicable to the work 9.06 The Contractor shall employ and maintain at the Project site only competent, qualified full time supervisory personnel. Key supervisory personnel assigned by the Contractor to this Project are as follows: NAME FUNCTION https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-11 Contract Agreement If at any time the City reasonably determines that any employee of the Contractor is not properly performing the Work in the best interest of the City or the Project, or is hindering the progress of the Work, or is otherwise objectionable, the City shall so notify the Contractor, which shall replace the employee as soon as possible, at no increased cost to the City. 9.07 The Contractor must submit to the City the Contractor’s schedule for completing the work prior to submittal of the first application for payment. The City will not review any payment request until such schedule has been submitted and approved. Such schedule shall be in a form as specified in the Contract or which shall have been approved by the City Manager or the City Manager’s designee, and which shall provide for expeditious and practicable construction of the Project. The Contractor’s schedule shall be updated no less frequently than monthly (unless the parties otherwise agree in writing) and shall be updated to reflect conditions encountered from time to time and shall apply to the total project. Each such revision shall be furnished to the City. Strict compliance with the requirements of this Section 9.07 shall be a condition precedent to payment to the Contractor, and failure by the Contractor to strictly comply with said requirements shall constitute a material breach of the Contract. 9.08 The Contractor shall keep an updated copy of the Contract Documents at the site. Additionally, the Contractor shall keep a copy of approved shop drawings and other submittals. All of these items shall be available to the City during all regular business hours. 9.09 Shop drawings and other such submittals from the Contractor do not constitute a part of the Contract. The Contractor shall not do any work requiring shop drawings or other submittals unless such shall have been approved in writing by the City or as required by the Contract Documents. All work requiring approved shop drawings or other submittals shall be done in strict compliance with such approved documents or Contract requirements. However, approval by the City shall not be evidence that work installed pursuant thereto conforms with the requirements of the Contract, and shall not relieve the Contractor of responsibility for deviations from the Contract unless the City has been specifically informed of the deviation by a writing incorporated in the submittals and has approved the deviation in writing. The delivery of submittals shall constitute a representation by the Contractor that it has verified that the submittals meets the requirements of the Contract, or will do so, including field measurements, materials and field construction criteria related thereto. The City shall have no duty to review partial submittals or incomplete submittals. The Contractor shall have the duty to carefully review, inspect, examine and physically stamp and sign any and all submittals before submission of same to the City. 9.10 The Contractor shall maintain the Project site and adjacent areas affected by its work and/or the acts of its employees, materialmen and subcontractors in a reasonably clean condition during performance of the work. Upon substantial completion, the Contractor shall thoroughly clean the Project site of all debris, trash and excess materials or equipment. If the Contractor fails to do so, the City may complete the cleanup, by its own forces or by separate contract, and shall be entitled to charge the Contractor for same through the collection or withholding of funds through the mechanisms provided elsewhere in this Contract Agreement; 9.11 At all times relevant to the Contract, the Contractor shall permit the City and its consultants to enter upon the Project site and any offsite lay down areas, safety permitting, and to review or inspect the work and any materials on any such site, without formality or other procedure. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-12 Contract Agreement 9.12 The Contractor recognizes that the City may enter into other contracts to perform work relating to the Project, or to complete portions of the Work itself. The Contractor shall ensure that its forces reasonably accommodate the forces of the City and other contractors hired by the City. The Contractor shall coordinate its schedule with the work of other contractors. If the Contractor claims that delay or damage results from these actions of the City, it shall promptly submit a claim as provided herein. 9.13 Protection of persons and property. (1) It shall be the responsibility of the Contractor to initiate, continue and supervise all safety programs and precautions in the performance of the terms of the Contract. The Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to its employees, subcontractors' employees, employees of the City and members of the public, the Work itself and unassembled components thereof, and other property at the site or adjacent thereto. As part of the Contractor's obligations hereunder, the Contractor shall erect and maintain all necessary and prudent safeguards, barriers, signs, warnings, etc. (2) With notice to the City, the Contractor shall promptly remedy loss or damage to the Work or any person or property described herein caused in whole or in part by the acts of the Contractor or any subcontractor, sub-subcontractor or materialman. This obligation shall be in addition to the requirements of Section 10 herein. The City may direct the Contractor to remedy known violations of applicable laws, rules, regulations, and interpretations related to safety when and if observed on the site. However, through exercising this authority the City shall not incur any obligations to monitor, initiate, continue, or supervise safety programs and precautions such to diminish the Contractor’s primary role in same. The City shall have the right to report suspected safety violations to the Occupational Safety and Health Administration (OSHA) or other appropriate authorities. (3) The Contractor shall promptly notify the City upon discovery of any unidentified material which Contractor reasonably believes to be asbestos, lead, PCB, or other hazardous material, and shall immediately stop work in the affected area of the Project. The Contractor shall not be responsible for removal or other work with regard to such hazardous material unless otherwise agreed between the City and the Contractor. In the case of work stopped due to the discovery of hazardous materials, Section 6 shall apply to claims for delay, hindrance or interference. Work will resume in the affected area of the Project immediately after such time as the hazardous material has been removed or rendered harmless, as certified by an industrial hygienist to be engaged by the City. 9.14 The Contractor warrants to the Owner that materials and equipment furnished under the Contract are of good quality and new unless otherwise required or permitted under the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Section 10. INDEMNITY https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-13 Contract Agreement Except for expenses or liabilities arising from the negligence of the City, the Contractor hereby expressly agrees to indemnify and hold the City harmless against any and all expenses and liabilities arising out of the performance or default of the Contract as follows: 10.01 Contractor shall indemnify, and hold harmless, to the maximum extent permitted by law, City and its officers, agents, employees, and consultants from and against any and all liability, damages, losses, (whether in contract or in tort, including personal injury, accidental death or property damage, and regardless, of whether the allegations are false, fraudulent or groundless), and costs (including reasonable attorney’s fees, litigation, arbitration, mediation, appeal expenses incurred in any matter, including a proceeding to enforce this Section 10) which in whole or in part are caused by the negligence, recklessness or intentional wrongful misconduct of the Contractor and persons employed by or utilized by the Contractor in Contractor’s performance of this Contract Agreement. 10.02 Contractor’s obligation to indemnify, defend and hold harmless shall remain in effect and shall be binding upon Contractor whether such injury or damage shall accrue, or may be discovered, before or after termination of the Contract. 10.03 Contractor’s failure to comply with this section’s provisions shall constitute a material breach upon which City may immediately terminate or suspend this Contract Agreement. Section 11. CLAIMS BY THE CONTRACTOR Claims by the Contractor against the City, other than for time extensions covered by Section 6 hereof, are subject to the following terms and conditions: 11.01 All Contractor claims against the City shall be initiated by a written claim submitted to the City. Notice of such claim shall be received by the City no later than either 10 calendar days after the event, or 10 calendar days after the first appearance of the circumstances causing the claim, whichever is sooner, and same shall set forth in detail all known facts and circumstances supporting the claim. Final costs associated with any claim upon which notice has been filed must be submitted in writing to the City within 30 calendar days after notice has been received; 11.02 The Contractor and the City shall continue their performance hereunder regardless of the existence of any claims submitted by the Contractor including claims set forth in Section 6 hereof; 11.03 In the event the Contractor discovers previously concealed and unknown site conditions which are materially at variance from those typically and ordinarily encountered in the general geographical location of the Project, the Contract Price may, with the approval of the City, be modified, either upward or downward, upon the written notice of claim made by either party within 10 calendar days after the first appearance to such party of the circumstances. Final costs must be submitted within 30 calendar days after such notice is received by the City, unless extended by written agreement of the parties. As a condition precedent to the City having any liability to the Contractor due to concealed and unknown conditions, the Contractor must give the City written notice of, and an opportunity to observe, such condition prior to disturbing it. The failure by the Contractor to give the written notice and make the claim as provided by this Section 11.03 and as required elsewhere under the Contract shall constitute a waiver by the Contractor of any rights arising out of or relating to such concealed and unknown condition; 11.04 In the event the Contractor seeks to make a claim for an increase in the Contract Price, as a condition precedent to any liability of the City therefor, unless emergency conditions exist, the Contractor shall strictly comply with the requirements of Section 11.01 above and such claim shall be made by the Contractor before proceeding to execute any work for which a claim is made. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-14 Contract Agreement Failure to comply with this condition precedent shall constitute a waiver by the Contractor of any claim for additional compensation; 11.05 In connection with any claim by the Contractor against the City that would result in compensation in excess of the Contract Price, any liability of the City for the Contractor's cost in this regard shall be limited to those cost categories set forth in Section 13.07 below. Section 12. SUBCONTRACTORS 12.01 Prior to execution of the Contract, the Contractor shall have identified to the City in writing, those parties required to be listed on the proposal form as subcontractors on the Project. Any changes to this list at any time shall be subject to the prior approval of the City. The City shall, in writing, state any objections the City may have to one or more of such subcontractors. The Contractor shall not enter into a subcontract with an intended subcontractor to whom the City objects. If at any time the City objects to a subcontractor, the Contractor shall solicit proposals from potential replacements and shall submit the three lowest proposals to the City, along with the Contractor’s proposed choice as replacement. If the approved replacement subcontractor’s cost is verified to be higher than the removed subcontractor, the excess shall be added to the Contract Price, unless the subcontractor in question has to be removed due to a default, or deficient performance. If the approved replacement subcontractor’s cost is lower than the removed subcontractor, the difference shall be deducted from the Contract Price. Subcontractor markups shall be limited to those listed in Section 13.07 below. All subcontracts shall afford the Contractor rights against the subcontractor which correspond to those rights afforded to the City against the Contractor herein, including those rights of Contract termination as set forth herein below. 12.02 Each and every subcontract related to the Project is hereby assigned by the Contractor to the City, contingent upon the termination of the Contract for default or convenience as provided herein, and only as to those subcontracts which the City accepts in writing directed to the Contractor. This contingent assignment is subject to the prior rights of any surety obligated under a bond related to the Contract. This contingent assignment will operate prospectively from the effective date of assignment, and will not obligate the City to any liabilities existing on the effective date of the assignment, or arising from events, acts, failures to act, facts or circumstances existing prior to the effective date of the assignment. The contracts subject to this contingent assignment shall also be further assignable by the City, at the City’s sole option. The Contractor shall bear the responsibility of notifying subcontractors of this contingent assignment and including it in all subcontracts in connection with the Project. Section 13. CHANGE ORDERS 13.01 The City Manager or the City Manager’s express designee shall be the sole authorized representative of the City. Other than in matters of public safety or in time of emergency management, the Contractor shall not take direction or act upon information from any City personnel other than the City Manager’s expressly authorized designee(s). 13.02 One or more changes to the work within the general scope of the Contract may be ordered by Change Order. The City may also issue written directions for minor changes in the Work and may issue Construction Change Directives, as set forth below. The Contractor shall proceed with any such changes or Construction Change Directives without delay and in a diligent manner, and same shall be accomplished in strict accordance with the following terms and conditions: https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-15 Contract Agreement 13.03 Change Order shall mean a written order directed to the Contractor executed by the City after execution of the Contract, directing a change in the work. A Change Order may include a change in the Contract Price, (other than a change attributable to damages for delay as provided in Section 6 hereof), or the time for the Contractor's performance, or any combination thereof. Where there is a lack of total agreement on the terms of a Change Order or insufficient time to execute a bilateral change, the City may also direct a change in the Work in the form of a Construction Change Directive, which will set forth the change in the Work and the change, if any, in the Contract Price or time for performance, for subsequent inclusion in a Change Order; Construction Change Directives shall include a not-to-exceed preliminary price, against which the Contractor may begin billing (subject to the requirements for pay applications elsewhere herein) as the work is performed. (1) The Contractor shall furnish a price breakdown, itemized as required and within the time specified by the City, with any proposal for a contract modification. (2) The price breakdown (a) must include sufficient detail to permit an analysis of all costs for material, labor, equipment and subcontracts, and (b) must cover all work involved in the modification, whether the work was deleted, added or changed. (3) The Contractor shall provide similar price breakdowns to support any amounts claimed for subcontracts. (4) The Contractor’s proposal shall include a complete justification for any time extension proposed. 13.04 Any change in the Contract Price resulting from a Change Order shall be determined as follows: (1) By mutual agreement between the City and the Contractor as evidenced by (a) the change in the Contract Price being set forth in the Change Order, (b) such change in the Contract Price, together with any conditions or requirements relating thereto, being initialed by both parties and (c) the Contractor's execution of the Change Order; or, (2) If no mutual agreement occurs between the City and the Contractor, the change in the Contract Price, if any, shall be derived by determining the reasonable actual costs incurred or savings achieved, resulting from revisions in the work. Such reasonable actual costs or savings shall include a component for direct job site overhead and profit but shall not include home-office overhead or other indirect costs or components. The calculation of actual costs shall conform to the markup schedule in Section 13.07 below. Any such costs or savings shall be documented in the format, and with such content and detail as the City requires. The Contractor shall promptly submit such documentation and other supporting materials as the City may require in evaluating the actual costs incurred or to be incurred. 13.05 The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the work, the Contract as thus amended, the Contract Price and the time for performance by the Contractor, regardless of the nature, amount or extent of the changes. The Contractor, by executing the Change Order, waives and forever releases any claim against the City for additional time or compensation for matters relating to, https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-16 Contract Agreement arising out of or resulting from the work included within or affected by the executed Change Order of which the Contractor knew or should have known. 13.06 The Contractor shall notify and obtain the consent and approval of the Contractor's surety with reference to all Change Orders if such notice, consent or approval are required by the City, the Contractor's surety or by law. The Contractor's execution of the Change order shall constitute the Contractor's warranty to the City that the surety has been notified of, and consents to, such Change Order and the surety shall be conclusively deemed to have been notified of such Change Order and to have expressly consented thereto. 13.07 For the purpose of Change Orders, the following definitions of terms and other restrictions apply: Contractor’s or Subcontractor’s Materials shall include the cost of materials, sales tax, and the cost of all transport. The cost of items listed shall be directly related to the Change Order. Indirect costs not specifically related to the Change Order shall not be considered. Contractor’s or Subcontractor’s Direct Labor Cost shall be limited to the hourly rate of directly involved workmen, employer contributions towards company standard benefits, pensions, unemployment or social security (if any), and employer costs for paid sick and annual leave. Contractor’s or Subcontractor’s Overhead shall include license fees, bond premiums, supervision, wages of timekeepers and clerks, incidentals, home and field office expense, and vehicle expense directly related to the Project, and all other direct Project expenses not included in the Contractor’s materials, direct labor, and equipment costs. The allowance for Overhead and Profit shall be limited to the following schedule: 1. For the Contractor, for any work performed by the Contractor’s own forces, 10% of the Subtotal of Costs to the Contractor. 2. For the Contractor, for any work performed by his Subcontractor, 5% of the amount due the Subcontractor. 3. For each Subcontractor or Sub-subcontractor involved, for any work performed by their own forces, 10% of their materials and direct labor costs. 4. For each Subcontractor, for work performed by his Sub-subcontractor(s), 5% of the amount due the Sub-subcontractor. For Change Orders, the total cost or credit to the Owner shall be based on the following schedule: Contractor’s Materials Cost + Contractor’s Direct Labor Costs + Contractor’s Equipment Costs (includes owned/rental equipment)1 + Applicable Subcontractor Costs = Subtotal of Costs to the Contractor + Contractor’s Overhead and Profit = Total Cost or Credit to the Owner Owned Equipment For equipment owned by the Contractor, actually used in Change Order work including sales tax, or any related business entity, regardless of whether Contractor leases such equipment from the related business entity, the cost shall be the lesser of (i) the https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-17 Contract Agreement 13.08 Nothing Contained in this section shall be deemed to contradict or limit the terms of Section 6.05 above. Section 14. DISCOVERING AND CORRECTING DEFECTIVE OR INCOMPLETE WORK 14.01 In the event that the Contractor covers, conceals or obscures its work in violation of the Contract or in violation of an instruction from the City, such work shall be uncovered and displayed for review by the City and/or its consultants upon request, and shall be reworked at no cost in time or money to the City. 14.02 If any of the work is covered, concealed or obscured in a manner not covered by Section 14.01 above, it shall, if directed by the City, be uncovered and displayed for the City and/or its consultants. If the uncovered work conforms strictly with the Contract, the costs incurred by the Contractor to uncover and subsequently, replace such work shall be borne by the City. Otherwise, such costs shall be borne by the Contractor. 14.03 The Contractor shall, at no cost in time or money to the City, correct work rejected by the City as defective or failing to conform to the Contract. Additionally, the Contractor shall reimburse the City for all testing, review, inspections and other expenses incurred as a result thereof. 14.05 In addition to its warranty obligations set forth elsewhere in this Contract Agreement and any manufacturer’s warranties provided on the Project, and in addition to other remedies provided herein or by law to the City, the Contractor shall be specifically obligated to promptly correct any and all defective or nonconforming work, whether obvious or after-discovered, for a period of 12 months following Substantial Completion upon written direction from the City. 14.06 The City may, but shall in no event be required to, choose to accept defective or nonconforming work. In such event, the Contract Price shall be reduced by the greater of (1) the reasonable costs of removing and correcting the defective or nonconforming work, or (2) the difference between the fair market value of the Project as constructed and the fair market value of the Project had it not been constructed in such a manner as to include defective or nonconforming work. If the remaining portion of the unpaid Contract Price, if any, is insufficient to compensate the City for the acceptance of defective or nonconforming work, the Contractor shall, upon written demand from the City, pay the City such remaining compensation for accepting defective or nonconforming work. The Contractor shall have an opportunity to correct any defect or non-conformance prior to the City taking the above actions. The contractor, upon written notice of any defect or non-conformance, shall have 10 calendar days to make corrections, unless the City agrees that the correction will require more than 10 calendar days to correct. Section 15. CITY'S RIGHT TO SUSPEND CONTRACTOR'S PERFORMANCE Contractor’s actual ownership cost, or (ii) 85% of the applicable ownership cost listed in the most recent edition of the Contractor’s Equipment Cost Guide, published by Dataquest. Third Party Rental Equipment For equipment actually rented by the Contractor, actually used in Change Order work including sales tax, from an unrelated third party, the cost shall be the lesser of (i) the Contractor’s actual rental cost, or (ii) 85% of the applicable equipment rates based on the most recent edition of the Rental Rate Bluebook for Construction published by Dataquest. A reasonable rental cost shall be allowed as determined by the City Manager or the City Manager’s designee when machinery and construction equipment not so listed is required. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-18 Contract Agreement 15.01 In addition to the City's rights under Section 8 and elsewhere in this Contract Agreement, the City shall have the right at any time to direct the Contractor to suspend its performance, or any designated part thereof when in the interests of the City. If any such suspension is directed by the City, the Contractor shall immediately comply with same. 15.02 In the event the City directs a suspension of performance under this section, through no fault of the Contractor, if the suspension is lifted other than by Termination, the City shall pay the Contractor as full compensation for such suspension the Contractor's ordinary and reasonable costs, actually incurred and paid, of: (1) demobilization and remobilization, including such justifiable costs paid to subcontractors (cost categories and markups limited to those set forth in Section 13.07 above); (2) preserving and protecting work in place; (3) approved storage of materials or equipment purchased for the Project, including insurance thereon; and (4) substantiated extended field office overhead (but no home-office overhead). 15.03 The City may order suspension of the Work in whole or in part for such time as deemed necessary because of the failure of the Contractor to comply with any of the requirements of this Contract Agreement, and the Contract Agreement's completion date shall not be extended on account of any such suspension of Work. When the City orders any suspension of the Work under this Section 15.03, the Contractor shall not be entitled to any payment for Work which the Contractor performs after notice of suspension and/or during the suspension period and shall not be entitled to any costs or damages resulting from such suspension. 15.04 The City's rights under this section shall be in addition to those contained elsewhere in the Contract or provided by law. Section 16. TERMINATION BY THE CITY The City may terminate the Contract in accordance with the following terms and conditions: 16.01 Termination for Convenience. The City may, when in the interests of the City, terminate performance under the Contract by the Contractor, in whole or in part, for the convenience of the City. The City shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work so terminated, other than warranties and guarantees for completed work and installed equipment, and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts for the affected work. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The City may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the City or its designee. The Contractor shall transfer title and deliver to the City such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has in its possession or control. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the City specifying the amounts due because of the termination for convenience together with costs, pricing or other data https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-19 Contract Agreement required by the City. If the Contractor fails to file a termination claim within six months from the effective date of termination, the City shall pay the Contractor, an amount derived in accordance with subsection (3) below. (2) The owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder. (3) Absent agreement to the amount due to the Contractor, the owner shall pay the Contractor the following amounts: (a) Contract costs for labor, materials, equipment and other services accepted under the Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct job site overhead and earned profit thereon (such profit shall not include anticipated profit or consequential damages); provided however, that if it reasonably appears that the Contractor would have not profited or would have sustained a loss if the entire Contract would have been completed, no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subsection (3)(a) above—if contingent assignment of such contracts has not been elected as provided herein—shall not include amounts paid in accordance with other provisions of the Contractor. This clause is subject to and the Contractor shall be limited by the City’s rights to direct the replacement of subcontractors under Section 12.01. The total sum to be paid the Contractor under this Subsection (3) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. 16.02 Termination for Cause. If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of the Contract, then the City, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor, in whole or in part at the City’s sole option, and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After Completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the City of completing the work, including all costs and expenses of every nature incurred, has been deducted by the City, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the City for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the City for cause pursuant to this Section 16.02 and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Section 16.01 and the provisions of Section 16.01 shall apply. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-20 Contract Agreement 16.03 Termination for Non-Appropriation. The City may also terminate the Contract, in whole or in part, for non-appropriation of sufficient funds to complete or partially complete the Project, regardless of the source of such funds, and such termination shall be on the terms of Section 16.01. 16.04 The City's rights under this Section shall be in addition to those contained elsewhere herein or provided by law. Section 17. INSURANCE 17.01 Contractor shall be responsible for all damage to person and or property resulting from its negligent acts, reckless or intentional misconduct, errors or omissions or those of their subcontractors, agents or employees in connection with such services and shall be responsible for all parts of its work, both temporary and permanent. 17.02 Contractor shall, at its own expense, procure and maintain throughout the term of this Contract Agreement, with insurers acceptable to City, the types and amounts of insurance conforming to the minimum requirements set forth in this Contract Agreement. Contractor shall not commence work until the required insurance is in force and evidence of insurance acceptable to City has been provided to, and approved by, City. An appropriate Certificate of Insurance shall be satisfactory evidence of insurance. Until such insurance is no longer required by the Contract, Contractor shall provide City with renewal or replacement evidence of insurance at least 30 days prior to the expiration or termination of such insurance. 17.03 Workers’ Compensation/Employer’s Liability Insurance Worker’s Compensation Insurance in accordance with statutory requirements, and Employers’ Liability Insurance with limits of not less than $1,000,000 for each accident. General Liability Insurance Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate. Automobile Liability Insurance Automobile Liability Insurance with bodily injury limits of not less than $1,00,000 for each person and not less than $1,000,000 for each accident, and with property damage limits of not less than $1,000,000 for each accident. 17.04 Contractor shall furnish insurance certificates or insurance policies at the City’s request to evidence such coverages. Except for workers compensation, the insurance policies shall name the City as an additional insured, and shall contain a provision that such insurance shall not be canceled or reduced with respect to by coverages or endorsements without 30 days’ prior written notice to OWNER and CONSULTANT. In such event, CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. 17.05 Compliance with these insurance requirements shall not limit the liability of Contractor. Any remedy provided to the City by any insurance maintained by the Contractor shall be in addition to and not in lieu of any other remedy (including, but not limited to, as an indemnitee of Contractor) available to the City under the Contract or otherwise. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-21 Contract Agreement 17.06 Neither approval nor failure to disapprove insurance furnished by Contractor shall relieve Contractor from responsibility to provide insurance as required by this Contract Agreement. 17.07 Contractor shall deliver to City the required certificate(s) of insurance and endorsement(s) before City signs this Contract Agreement. 17.08 Contractor’s failure to obtain, pay for, or maintain any required insurance shall constitute a material breach upon which City may immediately terminate or suspend this Contract Agreement. In the event of any termination or suspension, City may use the services of another consultant or consultants, without City’s incurring any liability to Contractor. 17.09 At its sole discretion, City may obtain or renew Contractor insurance, and City may pay all or part of the premiums. Upon demand, Contractor shall repay CITY all monies paid to obtain or renew the insurance. City may offset the cost of the premium against any monies due Contractor from City. 17.10 The Contractor shall furnish to the City Certificates of Insurance allowing thirty (30) days notice for any change, cancellation, or non-renewal. Such Certificates shall contain the following wording: “SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS PRIOR WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN.” If the insurance policies expire during the terms of the Contract, a renewal certificate or binder shall be filed with the City at least 30 days prior to the renewal date. 17.11 In addition to the coverages required herein, the Contractor shall furnish and maintain all-risk builder’s risk property insurance, satisfactory to the City, upon the entire Work at the site to the full replacement cost of the completed project. This coverage shall name City as an additional insured, must include the interests of the Contractor, subcontractors and sub-subcontractors in the Work, and must be procured from an insurer licensed to do business in the State of Texas with a Best’s rating of “A+, A, A-”. The policy must insure against perils including, but not limited to, earthquake, fire, extended coverages, windstorm, lightning, flood, and physical loss or damage, including theft, vandalism and malicious mischief. Section 18. PERFORMANCE AND PAYMENT BONDS; SURETY BONDS 18.01 Contractor shall provide City with a Performance Bond, a Payment Bond, and a Maintenance Bond meeting the standards specified in the Contract Documents, on the forms provided by the City, and attached hereto, with a Power of Attorney Affidavit, each in an amount not less than the Contract price. 18.02 Sureties' qualifications. All bonds, to the extent required under the Contract, including, but not by way of limitation, any Bid/Proposal Bond, Performance Bond, Payment bond, or Maintenance Bond shall be written through a reputable and responsible surety bond agency licensed to do business in the State of Texas and with a surety which holds a certificate of authority authorizing it to write surety bonds in Texas and maintains a current certificate of authority as an acceptable surety on Federal Bonds in accordance with U.S. Department of Treasury Circular 570. However, if the amount of the bond exceeds the underwriting limitations set forth in the Circular, in order to qualify, the net retention of the surety company shall not exceed the underwriting limitation in the Circular and the excess risk must be protected by co-insurance, reinsurance, or other methods in accordance with Treasury Circular 297, revised September 1, 1978 (3) CFR Section 223.10 - https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-22 Contract Agreement Section 223.111 and the surety company shall provide the City with evidence satisfactory to the City, that such excess risk has been protected in an acceptable manner. 18.03 Additional or replacement bond. It is further mutually agreed between the parties hereto that if, at any time, the City shall deem the surety or sureties upon any bond to be unsatisfactory, or if, for any reason, such bond (because of increases in the work or otherwise) ceases to be adequate, the Contractor shall, at its expense within five days after the receipt of notice from the City so to do, furnish an additional or replacement bond or bonds in such form, amount, and with such surety or sureties as shall be satisfactory to the City. In such event, no further payments to the Contractor shall be deemed to be due under the Contract until such new or additional security for the faithful performance of the work shall be furnished in manner and form satisfactory to the City. 18.04 As applicable to all bonds required under the Contract, the surety company shall have a Texas agent whose name shall be listed in the prescribed space on the forms provided by the City for all bonds required by the City, or otherwise listed therein if the form of the Bond is not prescribed by the City. Section 19. PROJECT RECORDS All documents relating in any manner whatsoever to the Project, or any designated portion thereof, which are in the possession of the Contractor, or any subcontractor of the Contractor, shall be made available to the City and/or its consultants for inspection and copying upon written request by the City. Furthermore, said documents shall be made available, upon request by the City, to any state, federal or other regulatory authority and any such authority may review, inspect and copy such records. Said records include, but are not limited to, all drawings, plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, or other writings or things which document the Project, its design, and its construction. Said records expressly include those documents reflecting the cost of construction to the Contractor. The Contractor shall maintain and protect these documents for not less than three years after completion of the Project, or for any longer period of time as may be required by law or good construction practice. The Contractor further agrees to include these provisions in any subcontracts issued by him in connection with this Contract Agreement. Section 20. APPLICABLE LAW The laws of the State of Texas shall govern this Contract Agreement. In any litigation arising under this Contract Agreement, the parties agree to a waiver of the right to a trial before a jury, and all such litigation shall be litigated only in a non-jury hearing in Collin County, Texas. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-23 Contract Agreement Section 21. SUCCESSORS AND ASSIGNS Each party binds itself, its successors, assigns, executors, administrators or other representatives to the other party hereto and to successors, assigns, executors, administrators or other representatives of such other party in connection with all terms and conditions of the Contract. The Contractor shall not assign the Contract without prior written consent of the City. Section 22. MISCELLANEOUS PROVISIONS 22.01 Construction Permits. The City hereby agrees to waive the charge for a City-issued building permit for this Project. However, the Contractor is responsible for obtaining all permits or fees otherwise required of the Contractor by the Contract Documents, or permits and fees customarily the responsibility of the Contractor. 22.02 Compliance By Contractor: Nondiscrimination. Contractor shall comply with all Federal, State and local laws, ordinances, rules and regulations of any authorities throughout the duration of the Contract. The Contractor shall be responsible for compliance with any such law, ordinance, rule or regulation and shall hold City harmless and indemnify same in the event of non-compliance. Contractor further agrees to abide by the requirements under Federal Executive Order Number 11246, as amended, including specifically the provisions of the equal opportunity clause. 22.03 State and Local Taxes. Except as otherwise provided, contract prices shall include all applicable state and local taxes. Contractor shall indemnify and hold harmless the City for any loss, cost or expense incurred by, levied upon or billed to the City as a result of Contractor's failure to pay any tax of any type due in connection with this Contract Agreement. Contractor shall ensure that the above sections are included in all subcontracts and sub-subcontracts, and shall ensure withholding on out of state sub and sub-subcontractors to which withholding is applicable. 22.04 Any and all notices required to be sent under the Contract or otherwise shall be sent to the following: If to the City: City of Anna Attn: City Manager 120 West 7th Street Anna, Texas 79406 If to the Contractor: https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/03-agreement.docx CA-24 Contract Agreement Section 23. ENTIRE AGREEMENT Aside from duly authorized Change Orders, any modification to this Contract Agreement must be supported by an additional, articulated consideration, and must either be in writing, executed by the parties hereto, or, if made orally, should be confirmed in writing, which writing should state the consideration which supports the modification. Failure to confirm an oral modification in writing shall constitute a waiver of any claim for additional compensation with regard to the oral modification. Nothing in this Section shall be construed to limit the City’s authority to issue changes set forth in Section 14 herein. Section 24. SEVERABILITY If any term or condition of the Contract or the application thereof to any person(s) or circumstances is held invalid, this invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of the Contract are agreed to be severable. Section 25. WAIVER Waiver of any breach of any term or condition of this contract shall not be deemed a waiver of any prior or subsequent breach, and shall not entitle any party hereto to any subsequent waiver of any terms hereunder. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. IN WITNESS WHEREOF, the Parties have executed this Contract Agreement under their respective seals on the day and year first written above. CONTRACTOR: ATTEST: _____________________________ ________________________________ By: __________________________ By: _____________________________ Printed Name: _________________ Printed Name: ____________________ Title:_________________________ Title:____________________________ OWNER: ATTEST: City of Anna City Manager, City of Anna By: __________________________ By: _____________________________ Printed Name: Ryan Henderson Printed Name: Carrie Land________ Title: City Manager, City of Anna_ Title: City Secretary, City of Anna______ General Provisions SUPPLEMENTARY GENERAL PROVISIONS SECTION 1. SUPPLEMENTARY GENERAL PROVISIONS 1.01 PURPOSE OF SUPPLEMENTARY GENERAL PROVISIONS: This project shall be constructed in accordance with the current City of Anna Standard Specifications (“Standard Specifications”), which include the NCTCOG Standard Specifications for Public Works Construction, latest edition, and which for the purposes of this Contract Agreement also include the these Supplementary General Provisions; provided that where any discrepancies occur between the Supplementary General Provisions and the Standard Specifications, the Supplementary General Provisions shall govern. The Supplementary General Provisions are included herein for the purpose of adapting the Standard Specifications to the project which is the subject of the Contract Agreement and of adding thereto such further provisions as may be necessary to state the agreement in its entirety. 1.02 SCOPE OF WORK: A. Work is to be done in accordance with City of Anna Standard Specifications. B. The work done under the contract documents shall consist of the following: _____________________________________________________________ C. The intent of the contract documents, including the Standard Specifications, General Provisions, Technical Provisions, and other instruments, documents, drawings, maps, etc., comprising the Plans and Specifications, is to describe a completed work to be performed by the Contractor under the Contract Agreement as an independent Contractor. D. The contractor shall furnish all labor, superintendence, machinery, equipment and all materials necessary to complete this project in accordance with contract documents. E. The Contractor will maintain at all times on the job site, a superintendent authorized to receive and fulfill instructions from the engineer. F. The Contractor further agrees that no part of the Contract Agreement shall be assigned without prior written approval from City. G. The Contractor hereby further agrees to pay to Owner as liquidated damages the sum specified herein, and quoted below, for each calendar day in excess of the time set forth in the contract documents for completion of this project. Contractor shall anticipate the following number of calendar days for precipitation type weather related delays. 7 days for January; 7 days for February; 7 days for March; 8 days for April; 9 days for May; 7 days for June; 5 days for July; 5 days for August; 7 days for September; 6 days for October; 6 days for November; and 6 days for December. These days shall be anticipated and be included as part of the progress schedule. General Provisions LIQUIDATED DAMAGES FOR FAILURE TO COMPLETE ON TIME: The time of completion is of the essence for this project. For each day that any work shall remain uncompleted after the time specified in the proposal and the Contract Agreement, or the increased time granted by the OWNER, or as equitably increased by additional work or materials ordered after the Contract Agreement is signed, the sum per day given in the following schedule, unless otherwise specified in the special provisions, shall be deducted from the monies due the CONTRACTOR: AMOUNT OF CONTRACT AMOUNT OF LIQUIDATED DAMAGES Less than $25,000.00 ..................................... $100.00 Per Day $25,000 to $99,999.99 ..................................... $500.00 Per Day $100,000 to $999,999.00 ...................................... $500.00 Per Day More than $1,000,000.00 ..................................... $500.00 Per Day The sum of money thus deducted for such delay, failure for noncompletion is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages, per day that the Contractor shall be in default after the time stipulated in the Contract Agreement for completing the work. The said amounts are fixed and agreed upon by and between Owner and Contractor because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages which the Owner would sustain and which shall be retained from the monies due, or that may become due, the Contractor under this Contract Agreement; and if said monies be insufficient to cover the amount owing, then the Contractor or its surety shall pay any additional amounts due. In the event that the actual damages incurred by the Owner exceed the amount of liquidated damages, Owner shall be entitled to recover its actual damages. 1.03 CONTRACTOR SURETY BONDS: With the execution and delivery of the Contract Agreement, the CONTRACTOR shall furnish and file with the Owner in the amounts herein required, the surety bonds specified hereunder. Without exception, the Owner’s bond forms, copies of which are amongst the Contract Documents and incorporated into the Contract Agreement, must be used, and exclusive venue for any lawsuit in connection with such bonds shall be in Collin County. Such surety bonds shall be in accordance with the provisions of Texas Government Code, Chapter 2253, as amended, and Art. 7.19-1 of the Insurance Code, as amended. These bonds shall automatically be increased by the amount of any change order or supplemental agreement which increases the Contract Agreement price with or without notice to the surety, but in no event shall a change which reduces the Contract Agreement amount reduce the penal amount of such bonds. If the surety on any Bond furnished by the CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated or ceases to meet the requirement as set forth above, CONTRACTOR shall within 20 days thereafter substitute another Bond or surety which complies with the requirement hereto. A. PERFORMANCE BOND: A good and sufficient bond in an amount not less than 100-percent of the approximate total amount of the Contract Agreement, as evidenced by the proposal tabulation, or, conditioned on the faithful performance of the work in accordance with the plans, specifications and Contract documents, General Provisions including performance of any guarantees or warranties required by Owner, and including any extensions thereof, for the protection of the Owner. This bond shall also provide for the repair and/or replacement of all defects due to faulty materials and workmanship that appear or become known within a period of one year from the date of completion and acceptance of the improvement by the Owner or such lesser or greater period as may be designated in the Contract Documents. B. PAYMENT BOND: A good and sufficient bond in an amount not less than 100-percent of the approximate total amount of the Contract Agreement, as evidenced by the proposed tabulation, or otherwise solely for the protection and use of payment bond beneficiaries who have a direct contractual relationship with the prime Contractor or a subcontractor to supply public work or material. C. MAINTENANCE BOND: A maintenance bond in the amount of 100% of the total bid price shall be executed by the contractor as principal and by a corporate surety acceptable to the owner. Said bond shall secure maintenance by the contractor on the project made the subject of the Contract Agreement for two (2) years from the date of acceptance of work by the owner. D. SURETIES: No sureties shall be accepted by the Owner who are now in default or delinquent on any bonds or who are interested in any litigation against the Owner. All bonds shall be made on forms furnished by the Owner, and shall be executed by not less than one corporate surety authorized to do business in the State of Texas and acceptable to the Owner. Each bond shall be executed by the Contractor and surety. Each surety shall designate on the bond the name, address and phone number of a representative for the surety located in a county of the State of Texas acceptable to the Owner to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. The Owner reserves the right to reject and all sureties. E. Additional or Substitute Bonds. If at any time the Owner is or becomes reasonably dissatisfied with any surety of a performance or payment bond, the CONTRACTOR shall, within five days after notice from the Owner to do so, substitute an acceptable bond (or bonds), or provide any additional bond, and such form and sum and signed by such other surety or sureties as may be reasonably satisfactory to the OWNER. The premiums on such bond shall be paid by the Contractor without recourse to the Owner. No further payments under the Contract Agreement shall be deemed due or payable until the substitute or additional bonds have been furnished to and accepted by the Owner. General Provisions 1.04 LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE: A. LIMITATION OF LIABILITY: The Contractor affirmatively represents that he is skilled and experienced in the use and interpretation of drawings and specifications such as those included in the Bid Documents of this Contract Agreement. Further, he also affirmatively represents that he has carefully reviewed the drawings and specifications of this Contract Agreement and that he has based his Bid solely on these documents, not relying in any way on any explanation or interpretation—oral or written—from any other source. Unless the Contractor shall give written notice to the design professional of any ambiguities contained in the drawings or specifications prior to the submission of his bid, the Contractor agrees that he shall be conclusively presumed that the Contractor has exercised his aforementioned skill and experience and found the drawings and specifications sufficient and free from ambiguities, errors, or omissions for the purpose of determining his Contract Bid Price for the performance of the work in conformity with the drawings and specifications. Submission of a Bid without prior written notice to the Owner’sAgent or any claimed ambiguities, errors or omissions shall constitute a waiver of any and all bid-price-related claims by the Contractor that are based upon any alleged ambiguities, errors, omissions or the like in the drawings or specifications. B. INDEMNIFICATION: The Contractor agrees to indemnify, defend and save harmless the OWNER and the Engineer, their consultants, agents and employees from and against all loss or expense (including costs and attorney fees) by reason of liability imposed by law upon the Owner, Engineer, consultants, agents and employees for damages including bodily injury, including death and property damage, including loss of use, sustained by any person or persons, arising out of or in consequence of the performance of this work, whether such injuries to person or damage to property is due or claimed to be due to the negligence of the Contractor, his sub-contractors, the Owner, the Engineer, their consultants, agents and employees, except only such injury or damage as shall have been occasioned by the sole negligence of the Owner, Engineer, Consultant, and/or other Agents. C. INSURANCE: Contractor shall comply with each and every condition contained herein. The Contractor shall provide and maintain, at his sole cost and expense, until the work covered in the Contract Agreement is completed and accepted by the City of Anna, the minimum insurance coverage as follows: 1. Commercial general liability insurance at minimum combined single limits of $1,000,000 per-occurrence per-project and $2,000,000 general aggregate per-project for bodily injury and property damage, which coverage shall include products/completed operations ($1,000,000 products/completed operations aggregate), and XCU hazards. Coverage for products/completed operations must be maintained for at least two (2) years after the construction work is completed. Coverage must be maintained to cover the contractor's obligations outlined in the Contract Agreement. General Provisions 2. DEFINITIONS: a) Certificate of coverage ("certificate"): A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC- 83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. b) Duration of the project: Includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096): Includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries and delivery of portable toilets. c) The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the contractor providing services on the project, for the duration of the project. d) The contractor must provide a certificate of coverage to the governmental entity prior to being awarded the Contract Agreement. e) If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. f) The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: (1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and, (2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period General Provisions shown on the current certificate of coverage ends during the duration of the project. g) The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. h) The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. i) The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, information all persons providing services on the project that they are required to be offered, and stating how a person may verify coverage and report lack of coverage. j) The contractor shall contractually require each person with whom it contracts to provide services on a project, to: (1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; (2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project: (4) obtain from each other person with whom it contracts, and provide to the contractor: • a certificate of coverage, prior to the other person beginning work on the project; and, • a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; General Provisions (6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and, (7) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. k) By signing the Contract Agreement or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. l) The contractor's failure to comply with any of these provisions is a breach of Contract Agreement by the contractor which entities the governmental entity to declare the Contract Agreement void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. 3. Comprehensive Automobile and Truck Liability Insurance, covering owned, hired and non-owned vehicles, with a combined bodily injury and property damage minimum limit of $1,000,000.00 per occurrence; or separate limits of $500,000.00 for bodily injury (per person); $500,000.00 for bodily injury (per accident) and $100,000.00 for property damage. Such insurance shall include coverage for loading and unloading hazards. 4. Payment and performance bonds in the amount of the contract price and on the form as provided in the contract documents. PLEASE NOTE: The required limits may be satisfied by any combination of primary, excess, or umbrella liability insurances, provided the primary policy complies with the above requirements and the excess umbrella is following form. The contractor may maintain reasonable and customary deductibles, subject to approval by the City of Anna. A comprehensive general liability insurance form may be used in lieu of a commercial general liability insurance form. In this event, coverage must be written on an occurrence basis, at limits of $1,000,000 per-occurrence, combined single limit, and coverage must include a broad form comprehensive general liability endorsement, coverage for products/completed operations, no restrictions on XCU hazards, and broad form contractual liability covering the obligations included in the Contract Agreement. General Provisions With reference to the foregoing insurance requirement, Contractor shall specifically endorse applicable insurance policies as follows: • The City of Anna shall be named as an additional insured with respect to general liability and automobile liability. • All liability policies shall contain cross liability and severability of interest clauses. • A waiver of subrogation in favor of the City of Anna shall be contained in the workers’ compensation insurance policy. • All insurance policies shall be endorsed to require the insurer to immediately notify the City of Anna of any material change in the insurance coverage. • All insurance policies shall be endorsed to the effect that the City of Anna will receive at least sixty (60) days notice prior to cancellation of termination of the insurance. All insurance shall be purchased from an insurance company that meets the following requirements: • A financial rating of A:V or better as assigned by the BEST Rating Company in the most current edition of its manual. • Licensed and admitted to do business in the State of Texas. All insurance must be written on forms filed with and approved by the Texas State Board of Insurance. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting the following: • The company is licensed and admitted to do business in the State of Texas. • The insurances set forth by the insurance company are underwritten on forms which have been approved by the Texas State Board of Insurance. • Sets forth all endorsements and insurance coverages according to requirements and instructions contained herein. • Shall specifically set forth the notice of cancellation or termination provisions to the City of Anna. Upon request, contractor shall furnish the City of Anna with certified copies of all insurance policies. 1.05 ADDENDUM: The owner reserves the right to issue an addendum prior to accepting bids for the work. Such addendum(s) shall be, and are hereby made a part of these specifications. Upon receipt of the addendum(s), the Contractor shall acknowledge their receipt by listing the addendum(s) and signing in the appropriate spaces in the Proposal. 1.06 CONSTRUCTION WATER: Construction water necessary for the normal construction of this project will be provided free to the Contractor. A deposit of fifteen hundred dollars General Provisions ($1,500.00) is required for a 2½-inch City owned construction meter. The deposit(s) shall be paid at the Utility Office, located at 120 W 7th Street, Anna, Texas 75409, prior to the use of meter. City owned meter(s) will be installed by the City Utility Department, after the deposit has been made. Any damage that occurs to a City meter during use will be repaired by the City at the expense of the Contractor. The cost of the repairs will be deducted from the deposit and the remaining deposit returned to the Contractor. This procedure will be followed wherever construction water is needed. No exceptions to the rule will be sanctioned. If the meter is set on a fire hydrant, a valve shall be provided so that the flow of the water is not controlled by the operating nut on the fire hydrant. Where water is necessary only to settle dust on the street, at the request of the property owners, the Project Engineer or Project Inspector will notify the Contractor. The necessary application of water for dust shall be considered subsidiary to the other bid items listed in the Proposal and Bid Form of the Contract Agreement. 1.07 DETOURS AND BARRICADES: The Contractor shall, before closing any street or causing any obstruction to traffic on any street, furnish and erect suitable barricades and warning signs to protect the traveling public. The barricades and warning signs will be constructed, placed, and adequately maintained as directed by the Project Engineer. All barricades and warning signs shall conform to and be set in accordance with the Texas Manual on Uniform Traffic Control Devices (TMUTCD) No direct compensation will be made to the Contractor for furnishing, installing, and maintaining barricades and warning signs and their subsequent removal. This is to be considered subsidiary to the several items for which unit prices are requested in the PROPOSAL. 1.08 TRENCH SAFETY: On all trenching in excess of five feet below existing grade, the Contractor shall comply with the standards promulgated by the Occupational Safety and Health Administration (OSHA), of the United States Government, regulating excavations, trenching and shoring. Contractors shall refer to and abide by all OSHA regulations published in 29 CFR 1926, et seq., July 1989 edition, and any revisions thereto published in the Federal Register which may become effective during the period of construction. The contractor's attention is directed to the separate Bid Item for trench safety systems, based on the linear feet of trench excavated, under which full payment will be made for trench safety systems, including any additional excavation and back fill required; sheeting, and bracing; for dewatering or diversion of water; for all jacking and jack removal; and for all other labor, materials, tools, equipment, acquisition of soils information and design of trench safety systems, and incidentals necessary to complete the work. Changes made in the trench safety system after the initiation of construction will not be cause for extension of time, claims for delay or approval of change orders. It is the sole duty, responsibility and prerogative of the Contractor, not the Owner or Engineer, to perform all trenching in a safe manner and in accordance with OSHA regulations. Any apparent unsafe trenching conditions observed by Owner, Engineer, or their representatives on the site, shall be reported to OSHA as well as to Contractor's job superintendent. Work stoppages or corrective actions required of contractor by General Provisions OSHA shall not be cause for extension of time, claims for delay or approval of change orders. The Contractor shall indemnify and hold harmless the City, its employees and agents, from any and all damages, costs (including, without limitation, legal fees, court costs, and the cost of investigation), judgments or claims by anyone for injury or death of persons resulting from the collapse or failure of trenches constructed under the Contract Agreement. The Contractor acknowledges and agrees that this indemnity provision provides indemnity for the City in case the City is negligent either by act or omission in providing for trench safety, including, but not limited to inspections, failure to issue stop work orders and the hiring of the Contractor. 1.09 PRICE FOR MATERIALS AND STATE SALES TAX: After award of the Contract Agreement, the City of Anna will, on written request of the Contractor, furnish the Contractor with a certificate of exemption from Texas Limited Sales, Excise, and Use Tax in an amount not exceeding the above-mentioned bid price for materials and other tangible personal property as stated in the request form. Such written request must contain a statement to the effect that such materials or property have been or will be utilized in the performance of the Contract Agreement to the full extent of the amount for which a certificate of exemption is requested. 1.10 ACCESS TO PRIVATE PROPERTIES: The Contractor will put all private drives in an accessible condition to allow residents ingress and egress before leaving the job site for an extended period of time except during the pouring and curing of drive approaches. "Extended period of time" is defined as overnight, weekends, holidays, or periods of inclement weather. The Contractor will leave with the PROJECT ENGINEER the phone numbers of responsible persons available twenty-four (24) hours a day to handle emergencies concerning egress and ingress. If a vehicle becomes stranded due to an inaccessible condition, any legitimate claims arising from such conditions shall be the sole responsibility of the Contractor. If such claims are not settled prior to the monthly pay estimate, they shall be deducted from that estimate. 1.11 USE OF PRIVATE PROPERTY: The Contractor shall not at any time use private property to park or turn around construction vehicles or store equipment and/or materials without the written permission of the property owner involved. The Contractor shall not at any time use water metered by meters set for the property owners use without written permission of the property owner. 1.12 PROTECTION OF ADJOINING PROPERTY: The Contractor shall be responsible for the protection of all fences, trees, and other improvements on the property adjoining the construction sites from damage by the Contractor's equipment and men. 1.13 PROTECTION OF EXISTING UTILITIES: The Contractor shall make every effort to protect existing utilities. Telephone, gas, and electric lines occur within the construction limits of this project and should be avoided during construction. 1.14 CLEANUP: It is the intent of the Contract Agreement to ensure that an adequate cleanup job be performed by the Contractor as soon during the construction procedure as possible. Before the project is accepted by the City, all rocks, stones, and other construction debris shall be removed to the satisfaction of the Engineer. All necessary General Provisions cleanup work shall be considered subsidiary to the various bid items on the Contract Agreement. 1.15 GOVERNING DOCUMENTS: The work shall conform to the requirements of these specifications and the details as shown on the drawings. These contract documents are intended to be complementary. Requirements of any of the contract documents are as binding as if called for by all. In the event of conflict between the Contract Agreement and any other contract documents, the Contract Agreement shall govern. In the event of conflict between the drawings and the specifications, the project engineer’s interpretation of the drawings shall have priority. In case of conflict between the referenced specifications and the project specifications, the project specifications shall govern. 1.16 SCHEDULE: The Contractor shall provide the project engineer with a schedule of the proposed work upon request. 1.17 MONTHLY ESTIMATE: Monthly estimates shall be processed as specified by the North Central Texas Council of Governments Standard Specifications for PUBLIC Works Construction, Item 109.5. 1.18 SAFETY: Safety precaution shall be used at all times during progress of the work. As appropriate, workman shall be furnished with hard hats, safety shoes, protective gloves, and any other safety apparel that the Contractor determines will reduce the possibility of accidents. The Contractor shall be solely responsible for ensuring the safety of its crew(s), employees and subcontractors, along with the safety of the public, as the work required by these contract documents is performed. 1.19 STOCKPILE/EQUIPMENT AREAS: It shall be the responsibility of the Contractor to secure stockpile areas and equipment storage areas. 1.20 BOUND COPY OF CONTRACT DOCUMENTS: Bidder understands and agrees that the Contract Agreement to be executed by offeror/bidder shall be bound and include the documents set forth as such in the Contract Agreement. 1.21 DRUG-FREE WORKPLACE POLICY: It is the Owner's policy to maintain a drug-free workplace. The Contractor agrees to implement during the progress of this Contract Agreement a drug-free workplace policy. The policy shall include the following provisions: A. Contractor shall have a drug-free workplace policy; B. Contractor shall have a drug awareness program; C. Contractor shall require all employees to receive a copy of the drug-free workplace policy; D. Contractor shall notify Owner of any employee conviction arising from drug use; General Provisions E. Contractor shall make a "good faith" effort to continue to maintain a drug-free workplace. 1.22 TEXAS STATE SALES TAX: The Contract Agreement is issued by an organization which qualifies for exemption provisions pursuant to provisions of Article 20.04 of the Texas Limited Sales, Excise and Use Tax Act. The Contractor must obtain a limited sales, excise and use tax permit which shall enable him to buy the materials to be incorporated into the work without paying the tax at the time of purchase. 1.23 LABOR AND WORKING HOURS: Attention of each bidder is particularly called to the schedule of general prevailing rate of per diem wages included in these contract documents. The wage rate which must be paid on this project shall not be less than specified in the schedule of general prevailing rates of per diem wages as above mentioned. The bidder's attention is further directed to the requirements of Article 5159a, Vernon's Annotated Civil Statutes, providing for the payment of the wage schedules above mentioned and the Bidder's obligations thereunder. The inclusion of the schedule of general prevailing rate of per diem wages in these contract documents does not release the Contractor from compliance with any wage law that may be applicable. Construction work under the Contract Agreement requiring an inspector will not be performed on weekends or holidays unless the following conditions exist: A. The project being constructed is essential to the City of Anna's ability to provide the necessary service to its citizens. B. Delays in construction are due to factors outside the control of the Contractor. The Contractor is approaching the time when the liquidated damages provisions of the Contract Agreement become applicable and Contractor can show he has made diligent effort to complete the project within the allotted time. Standard working hours are Monday through Friday, 8:00 a.m. - 5:00 p.m., not including the following holidays: New Year's Day, Dr. Martin Luther King's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve, and Christmas Day. Any of these holidays falling within a weekend may be designated to a Monday or Friday at the discretion of the City. Before construction work requiring an inspector is to be performed on weekends or holidays, the Contractor must notify the Engineer not less than three (3) full working days prior to the weekend or holiday he desires to do work and obtain written permission from the Engineer to do such work. The final decision on whether to allow construction work requiring an inspector on weekends or holidays will be made by the Engineer. In any event, if a condition should occur or arise at the site of this project or from the work being done under this contract which is hazardous or dangerous to property or life, the Contractor shall immediately commence work, regardless of the day of the week or the time of day, to correct or alleviate such condition so that it is no longer dangerous to property to life. General Provisions 1.24 TWO-YEAR MAINTENANCE BOND: Prior to final acceptance the Contractor shall furnish the City of Anna a maintenance bond to guarantee against defects in the construction or equipment furnished for the project for one year following acceptance. The bond shall be executed by a surety company holding a license to do business in the State of Texas and acceptable to the City of Anna, in an amount equal to one hundred (100) percent of the Contract Agreement. 1.25 AMERICAN DISABILITIES ACT: "Any person, firm business, partnership, or corporation that provides a service or function to the public or employees, agents or officials of the city of which is performed on behalf of the City of Anna, shall comply with 42 U.S.C. 1210-12213 and any amendments thereto, known as the "American Disabilities Act of 1990"." 1.26 USE OF SUBCONTRACTORS: Upon award of bid, Contractor shall provide City with a list of all possible subcontractors the Contractor may use for the project. City reserves the right to exclude any subcontractor from the project that it reasonably deems unacceptable for the project. The City shall notify contractor in writing of its intent to exclude any subcontractor. 1.27 RIGHT TO SHUT DOWN: The City, through its owner representative or otherwise, reserves the right to shut down the project. 1.28 UNCONTROLLABLE CIRCUMSTANCES: In the event a Party hereto cannot fully perform its obligations hereunder due to the intervention of an "Uncontrollable Circumstance", as that term is defined below, then, providing such Party has fully complied with the provisions of this section, such Party shall be excused from such performance but only to the extent and only in the manner set forth herein. For the purposes of this Agreement an Uncontrollable Circumstance shall mean: A. With respect to the Contractor: 1. An Act of God in the form of an unusually severe storm, or flood, or fire or similar event, that could not have been anticipated or guarded against which materially affects the work site, including access or egress thereto; 2. A riot or war situation actually involving the site or actually preventing the Contractor from working on the site, but not including any situations involving suppliers off-site other than those essential suppliers set forth in Exhibit A*; 3. An unanticipated strike involving the forces actually working on the project or involving the employees of those essential suppliers set forth in Exhibit A*, but no other labor stoppage. * Contractor must set forth essential suppliers in an Exhibit A within five (5) business days of award of final contract. Provided however, that no such claimed Uncontrollable Circumstance shall be deemed an Uncontrollable Circumstance for the purposes of this Agreement unless such event actually and directly necessitated a delay in the work around the delays resulting from such Uncontrollable Circumstance. General Provisions B. With respect to the Owner, an Uncontrollable Circumstance shall mean: 1. The inability to deliver the Site to the Contractor as scheduled due to the intervention of a third Party such as a Court or an agency of a higher level of government. 2. The inability of the Owner to perform its oversight, review and approval functions due to the actual strike of its employees or those of its essential consultants employed for such purpose, but only for such reasonable period of time as might actually be required to replace such forces. In the event either Party is he victim of an Uncontrollable Circumstance as that term is defined above, such Party shall put the other on written notice as soon as practicably possible. Such notice shall specify the Uncontrollable Circumstance and the anticipated affect it will have on that Party's abilities to perform its obligations under the Contract Agreement. As soon thereafter as is practical, but in any event within ten (10) days of such Uncontrollable Circumstance, the affected Party shall provide the other Party, in writing, with its plan to deal with the affects of such Uncontrollable Circumstance and with its proposed amendments to all affected schedules necessarily resulting therefrom. 1.29 CONSTRUCTION SUPERVISION: The Contractor will, at all times, maintain one project superintendent per project who will provide the following functions. He/she will be on site when and where construction activity occurs. He/she will maintain communication with all subcontractors and contractor employees performing construction activities. He/she will be available 24 hours a day, for the duration of the project, for emergency calls concerning events at project sites. He/she will accept no additional responsibility from the Contractor which would inhibit the performance of the above stated functions. In the event that the project consists of multiple sites, the project superintendent will identify to the Owner a responsive person at each site with construction activity. The project superintendent will maintain communication with that responsible person during all construction activity. In this even, the project superintendent will not be identified as a responsible person for any given site. If the Owner determines that the performance of the above functions is not being maintained at any time, the Owner reserves the right to shut down the project, at the contractor’s expense, until performance of said functions is restored. 1.30 CONFINED SPACE POLICY: Contractor will be responsible for the establishment and coordination of and required compliance with a Confined Space Entry Program as required by federal law and City ordinance and shall inform the Owner of said program. Contractor will obtain any available information regarding permit space hazards from the Owner and will coordinate all entry operations with the Owner. Contractor shall provide, install, operate, and maintain such monitoring, ventilation, and personal protective equipment to provide access to any and all confined space as required by Contractor's Confined Space Entry Program. Said equipment shall meet or exceed the requirements of the Occupational Safety and Health Act (OSHA), federal, state, and local authorities. Contractor shall provide labor, equipment, and materials necessary to place, operate, and maintain the said equipment as necessary for entrance into confined spaces by the General Provisions Contractor or OWNER. At no time shall work be done by the Contractor within confined spaces without providing said equipment. Payment for this item shall be subsidiary to all other pay items. 1.31 TEMPORARY SUSPENSION OF WORK: Contractor may from time to time be required by OWNER to temporarily suspend project operations in one area and to commence or continue project operations in another area. Owner may make such requirement for any reason which Owner deems reasonable and/or necessary, including but not limited to as a result of a court order, failure by the OWNER to secure the necessary easements, right of way, or permits required, conflicts between existing or contemplated utilities and the work, and Acts of God. Such requirement may be oral or may be in writing. In the event that the Contractor is delayed for sixty (60) or less days as a result of any temporary suspension as described above, Contractor shall not be entitled to nor shall such delay serve as the basis as a claim for additional compensation to Contractor or damages for mobilization, re-mobilization, or any other damages sustained or alleged to have been sustained by Contractor. 1.32 FINAL COMPLETION AND ACCEPTANCE: Within ten (10) days after the Contractor has given the Engineer written notice that the work has been completed, or substantially completed, the Engineer and the Owner shall inspect the work and within said time, if the work be found to be completed or substantially completed in accordance with the Contract Documents, the Engineer shall issue to the Owner and the Contractor his Certificate of Acceptance of the work to the Contractor or to advise the Contractor in writing of the reason for non-acceptance. 1.33 FINAL PAYMENT: Upon the issuance of the Certificate of Completion, the Engineer shall proceed to make final measurements and prepare final statement of the value of all work performed and materials furnished under the terms of the Agreement and shall certify same to the Owner, who shall pay to the Contractor on or after the 30th day, and before the 35th day, after the date of the Certificate of Completion, the balance due the Contractor under the terms of this Agreement, provided he has fully performed his contractual obligations under the terms of the Contract Agreement; and said payment shall become due in any event upon said performance by the Contractor. Neither the Certificate of Acceptance nor the final payment, nor any provision in the Contract Documents, shall relieve the Contractor of the obligation for fulfillment of any warranty which may be required. General Provisions 1.34 PAYMENTS WITHHELD: The Owner may, on account of subsequently discovered evidence, withhold or nullify the whole or part of any certificate to such extent as may be necessary to protect himself from loss on account of: (a) Defective work not remedied. (b) Claims filed or reasonable evidence indicating probable filing of claims. (c) Failure of the Contractor to make payments properly to subcontractors or for material or labor. (d) Damage to another contractor. (e) Reasonable doubt that the work can be completed for the unpaid balance of the Contract Agreement amount. (f) Reasonable indication that the work will not be completed within the contract time. When the above grounds are removed or the Contractor provides a Surety Bond satisfactory to the Owner, which will protect the Owner in the amount withheld, payment shall be made for amounts withheld because of them. Qualification Statement of Bidder Surety QUALIFICATION STATEMENT OF BIDDER'S SURETY SUBMITTED TO: City of Anna BIDDER: ADDRESS: PHONE: 1. Has this surety furnished contract bonds on contracts now complete? 2. Has this surety furnished contract bonds on contracts now incomplete? 3. What is the maximum bonding capacity of this Contractor? 4. Is the current financial information on this Contractor satisfactory? 5. Does information obtained indicate accounts are paid when due? If not, give details: 6. Is it your opinion that the bidder has sufficient experience and financial resources to satisfactory perform the contract? 7. Provided this bidder does not assume other commitments or that you do not acquire further information that in your opinion will materially affect the bidder's capacity to perform this contract, will you furnish the bonds as specified? REMARKS: SURETY: SIGNED: TITLE: ADDRESS: CITY: STATE: ZIP: PHONE: (IN DUPLICATE) Prevailing Wage Rates PREVAILING WAGE RATES FOR MUNICIPAL CONSTRUCTION IN ANNA, TEXAS General Decision: TX20220018 TX28 Date: 04/29/2022 Construction Types: Heavy Counties: Collin, Dallas, Denton, Ellis, Kaufman and Rockwall Counties in Texas. Rates are for Heavy – Water & Sewer Lines / Utilities (including Related Tunneling where the Tunnel is 48” or less in diameter) construction projects only. For other wage rates or for updated rates, please the Texas General Decision County Index located at https://sam.gov/content/home Prevailing Wage Rates "General Decision Number: TX20220018 04/29/2022 Superseded General Decision Number: TX20210018 State: Texas Construction Type: Heavy Counties: Collin, Dallas, Denton, Ellis, Kaufman and Rockwall Counties in Texas. Water and Sewer Lines/Utilities (Including Related Tunneling Where the Tunnel is 48"" or Less in Diameter) Note: Contracts subject to the Davis-Bacon Act are generally required to pay at least the applicable minimum wage rate required under Executive Order 14026 or Executive Order 13658. Please note that these Executive Orders apply to covered contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but do not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). ______________________________________________________________ |If the contract is entered |. Executive Order 14026 | |into on or after January 30, | generally applies to the | |2022, or the contract is | contract. | |renewed or extended (e.g., an |. The contractor must pay | |option is exercised) on or | all covered workers at | |after January 30, 2022: | least $15.00 per hour (or | | | the applicable wage rate | | | listed on this wage | | | determination, if it is | | | higher) for all hours | | | spent performing on the | | | contract in 2022. | |______________________________|_____________________________| |If the contract was awarded on|. Executive Order 13658 | |or between January 1, 2015 and| generally applies to the | |January 29, 2022, and the | contract. | |contract is not renewed or |. The contractor must pay all| |extended on or after January | covered workers at least | |30, 2022: | $11.25 per hour (or the | | | applicable wage rate listed| | | on this wage determination,| | | if it is higher) for all | | | hours spent performing on | | | that contract in 2022. | |______________________________|_____________________________| The applicable Executive Order minimum wage rate will be adjusted annually. If this contract is covered by one of the Executive Orders and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must still submit a conformance request. Additional information on contractor requirements and worker protections under the Executive Orders is available at https://www.dol.gov/agencies/whd/government-contracts. Modification Number Publication Date 0 01/07/2022 1 02/25/2022 Prevailing Wage Rates 2 04/29/2022 * PLUM0100-002 11/01/2021 Rates Fringes Plumbers and Pipefitters.........$ 34.48 13.07 ---------------------------------------------------------------- * SUTX1991-004 09/23/1991 Rates Fringes Laborers: Common......................$ 7.25 ** Utility............................$ 7.467 ** Pipelayer........................$ 7.828 ** Power equipment operators: Backhoe...................$ 10.804 ** Crane.......................$ 10.942 ** Front End Loader.....$ 9.163 ** Tunneling Machine (48"" or less).........................$ 9.163 ** TRUCK DRIVER...........$ 8.528 ** ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ================================================================ ** Workers in this classification may be entitled to a higher minimum wage under Executive Order 14026 ($15.00) or 13658 ($11.25). Please see the Note at the top of the wage determination for more information. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at https://www.dol.gov/agencies/whd/government-contracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). ---------------------------------------------------------------- The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the Prevailing Wage Rates cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or ""UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. ---------------------------------------------------------------- Prevailing Wage Rates WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour National Office because National Office has responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. ================================================================ END OF GENERAL DECISIO" - 20 - Vendors Compliance to State Law VENDORS COMPLIANCE TO STATE LAW Texas Government Code, Chapter 2252, Subchapter A provides that, in order to be awarded a contract as low bidder, non-resident bidders (out of state Contractors whose corporate offices or principal place of business are outside of the State of Texas) bid projects for construction, improvements, supplies or services in Texas at an amount lower than the lowest Texas resident bidder by the same amount that a Texas resident bidder would be required to underbid a non-resident bidder in order to obtain a comparable contract in the state in which the non-resident’s principal place of business is located. The appropriate blanks in Section 4 must be filled out by all out-of-state or non-resident bidders in order for your bid to meet specifications. The failure of out-of-state or non-resident Contractors to do so will automatically disqualify that bidder. Resident bidders must check the box in Section B. A. Non-resident vendors in __________________ (give state), our principal place of business, are required to be _______ percent lower than resident bidders by state law. A copy of the statute is attached. Non-resident vendors in __________________ (give state), our principal place of business, are not required to underbid resident bidders. B. Our principal place of business or corporate office is in the State of Texas. BIDDER/OFFEROR: By: Company: (please print) Address: Signature: Title: City State Zip (please print) Phone: THIS FORM MUST BE RETURNED WITH YOUR QUOTATION CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ OFFICE USE ONLY Date Received This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an 6 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 Signature of vendor doing business with the governmental entity Date ownership interest of one percent or more. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Revised 1/1/2021Form provided by Texas Ethics Commission www.ethics.state.tx.us CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a)A local government officer shall file a conflicts disclosure statement with respect to a vendor if: *** (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a)A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Affidavit Against Prohibited Acts AFFIDAVIT AGAINST PROHIBITED ACTS I hereby affirm that I am aware of the provisions of Texas Penal Code Section 36.02, 36.08, 36.09 and 36.10 dealing with Bribery and Gifts to Public Servants. I further affirm that I will adhere to such rules and instruct and require all agents, employees, and sub-contractors to do the same. I am further aware that any violation of these rules subjects the Contract Agreement for this project to revocation, my removal from bid lists, prohibiting future contract/subcontract work, revocation of permits, and prosecution. Signature Date ATTEST (if corporation) Date Request for Certificate of Exemption REQUEST FOR CERTIFICATE OF EXEMPTION FROM TEXAS LIMITED SALES, EXCISE AND USE TAX Date: TO: City of Anna, Texas Municipal Building 120 W. 7th Street Anna, TX 75409 RE: _________________________________________ The undersigned Contractor hereby requests a Certificate of Exemption from the Texas Limited Sales, Excise, and Use Tax in the amount of _____________________________ __________________________________ ($________________), which is an amount not exceeding the contract price of all materials and other tangible personal property to be furnished in connection with the subject property. The undersigned hereby represents that such materials and property have been or will be utilized in the performance of the Contract Agreement to the full extent or the amount for which such Certificate of Exemption is requested. Company By: (please print) Signature: Title: (Seal if a Corporation) Address City, County, State and Zip Telephone Fax https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/11-bonds.doc B-1 Bonds BIDDER’S BOND KNOW ALL MEN BY THESE PRESENTS, that ______________________________ (hereinafter called the Principal(s)), as Principal(s), and ____________________________ (hereinafter called the Surety(s)), as Surety(s), are held and firmly bound unto the CITY OF ANNA (hereinafter called the Obligee), in the amount of ______________________________ Dollars ($______________) (an amount equal to five percent of the Total Bid Price, including Cash Allowances and Alternate Bids, if any) lawful money of the United States for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted on or about this day a proposal offering to perform the following project: _________________________________________ NOW, THEREFORE, if the said Principal’s bid as stated in its proposal is accepted by the City, and said Principal executes and returns to the City the number of original counterparts of the Contract Agreement required by the City, on the forms prepared by the City, for the work described herein and also executes and returns the same number of the Performance, Payment and Maintenance Bonds (such bonds to be executed by a Corporate Surety authorized by the State Board of Insurance to conduct insurance business in the State of Texas, and having an underwriting limitation in at least the amount of the bond) in connection with the work described herein, within the time specified, then this obligation shall become null and void; otherwise it is to remain in full force and effect. In the event that the Principal is unable to or fails to perform the obligations undertaken herein, the undersigned Principal and Surety shall be liable to the City for the full amount of this obligation which is hereby acknowledged as the amount of damages which will be suffered by the City on account of the failure of such Principal to perform such obligations, the actual amount of such damages being difficult to ascertain. Notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third day following deposit in a United States Postal Service post office or receptacle, with proper postage affixed (certified mail, return receipt requested), addressed to the respective other party at the address prescribed in the Contract Documents, or at such other address as the receiving party may hereafter prescribe by written notice to the sending party. B-2 Bonds IN WITNESS WHEREOF, the said Principal(s) and Surety(s) have signed and sealed this instrument this _______ day of ___________________, 20____. Surety Principal By: By: Print Name: Print Name: Title: Title: Address: Address: Phone/Fax: Phone/Fax: The undersigned surety company represents that it is duly qualified to do business in Texas and is listed on the U.S. Department of the Treasury list of approved sureties, and hereby designates _________________________________________, an agent resident in ________________ County, __Texas_, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. Surety By: Print Name: Address: Phone/Fax: 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 signed by an Attorney-in-Fact, we must have a copy of the Power of Attorney for our files, AND ATTACHED TO THIS BOND. B-3 Bonds PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, that ______________________ (hereinafter called the Principal(s)), as Principal(s), and ________________________________________ (hereinafter called the Surety(s)), as Surety(s), are held and firmly bound unto the CITY OF ANNA (hereinafter called the Obligee), in the amount of ______________________________ ________________________________________ Dollars ($_____________) lawful money of the United States for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Contract Agreement with the Obligee, dated the day of , for the following project: _________________________________________ and said Principal under the law is required before commencing the work provided for in said Contract Agreement to execute a bond in the amount of said Contract Agreement, which Contract Agreement is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully perform the work in accordance with the plans, specifications and contract documents, then this obligation shall be void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253 of the Texas Government Code (Article 5472d for Private Work)1 of the Revised Civil Statutes of Texas as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Article to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Agreement, or to the work performed thereunder, or the plans, specifications, or drawings accompanying the same, shall in anyway affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Agreement, or to the work to be performed thereunder. 1 Not applicable for federal work. See “The Miller Act,” 40 U.S.C. S270. B-4 Bonds IN WITNESS WHEREOF, the said Principal(s) and Surety(s) have signed and sealed this instrument this _______ day of ___________________, 20____. Surety Principal By: By: Print Name: Print Name: Title: Title: Address: Address: Phone/Fax: Phone/Fax: The undersigned surety company represents that it is duly qualified to do business in Texas and is listed on the U.S. Department of the Treasury list of approved sureties, and hereby designates ____________________________________, an agent resident in _____________ County, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. Surety By: Print Name: Address: Phone/Fax: 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 the authority to sign such obligation. If signed by an Attorney-in-Fact, we must have a copy of the Power of Attorney for our files, AND ATTACHED TO THIS BOND. B-5 Bonds PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS, that ______________________ (hereinafter called the Principal(s)) as Principal(s), and __________________________________ (hereinafter called the Surety(s)), as Surety(s), are held and firmly bound unto the CITY OF ANNA (hereinafter called the Obligee), in the amount of: ______________________ _________________________________ Dollars ($__________________) lawful money of the United States for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Contract Agreement with the Obligee, dated the day of , for the: _____________________________________________ and said Principal under the law is required before commencing work provided for in said Contract Agreement to execute a bond in the amount of said Contract Agreement, which Contract Agreement is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall pay all claimants supplying labor and material to him or a subcontractor in the prosecution of the work provided for in said Contract Agreement, then this obligation shall be void; otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Article to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Agreement, or to the work performed thereunder, or the plans, specifications, or drawings accompanying the same, shall in anyway affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Agreement, or to the work to be performed thereunder. B-6 Bonds IN WITNESS WHEREOF, the said Principal(s) and Surety(s) have signed and sealed this instrument this _______ day of ___________________, 20____. Surety Principal By: By: Print Name: Print Name: Title: Title: Address: Address: Phone/Fax: Phone/Fax: The undersigned surety company represents that it is duly qualified to do business in Texas and is listed on the U.S. Department of the Treasury list of approved sureties, and hereby designates ________________________________________________, an agent resident in ______________ County, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. Surety By: Print Name: Address: Phone/Fax: 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 the authority to sign such obligation. If signed by an Attorney-in-Fact, we must have a copy of the Power of Attorney for our files, AND ATTACHED TO THIS BOND. B-7 Bonds MAINTENANCE BOND KNOW ALL MEN BY THESE PRESENTS: THAT ______________________________________________________ as PRINCIPAL, and ________________________________________________ a CORPORATION organized under the laws of ____________________, as SURETIES, do hereby expressly acknowledge themselves to be held and bound to pay unto the City of Anna, a municipal corporation at Anna, Collin County, Texas the sum of _____________________________________ Dollars ($___________________) for the payment which sum well and truly to be made until said City of Anna and its successors, said PRINCIPAL AND SURETIES do hereby bind themselves, their assigns and successors jointly and severally. THIS obligation is conditioned, however, that whereas said ___________________________, the Contractor, did on ________________________, 20_____ enter into a written Contract Agreement with the said City of Anna to build and construct: __________________________________________ in the City of Anna, Texas which Contract Agreement and the Plans and Specifications therein mentioned adopted by the City of Anna, are hereby expressly made a part hereof as though the same were written and embodied herein. WHEREAS, under the Plans and Specifications, and Contract Agreement, it is provided that the CONTRACTOR will maintain and keep in good repair the work herein contracted to be done and performed for a period of two (2) years from the date of acceptance; it being understood that the purpose of this section is to cover all defective material, work or labor performed by said CONTRACTOR, its employees, sub-contractors, materialmen, and assigns. NOW THEREFORE, if the said CONTRACTOR shall keep and perform its said agreement to maintain said work and keep the same in repair for the said maintenance period of two (2) years, as provided, then these presents shall be null and void, and have no further effect, but if default shall be made by the said CONTRACTOR in the performance of its Contract Agreement to so maintain and repair said work, then these presents shall have full force and effect, and said CITY OF ANNA shall have and recover from said SURETY, damages in the premises, as provided, and it is further agreed that this obligation shall be a continuing one against the SURETY, hereon, and that successive recoveries may be had thereon for successive breaches until the full amount shall have been exhausted; and it is further understood that the obligation herein to maintain said work shall continue throughout said maintenance period, and the same shall not be changed, diminished, or in any manner affected from any cause during said time. B-8 Bonds IN WITNESS WHEREOF, the said _______________________________, (Contractor) has caused these presents to be _________________________________, (Surety Co.) executed by its ATTORNEY-IN-FACT _______________________________ and the said ATTORNEY-IN-FACT __________________________________ has hereunto set his hand this the ______ day of _________________________, 20______. Surety Principal By: By: Print Name: Print Name: Title: Title: Address: Address: Phone/Fax: Phone/Fax: 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 the authority to sign such obligation. If signed by an Attorney-in-Fact, we must have a copy of the Power of Attorney for our files AND ATTACHED TO THIS BOND. https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/12-insurance (revised 3-13-2014).docx S A M P L E https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/12-insurance (revised 3-13-2014).docx S A M P L E https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/02 - contract template/12-insurance (revised 3-13-2014).docx S A M P L E Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 12/22/2017 FORM 1295CERTIFICATE OF INTERESTED PARTIES OFFICE USE ONLOFFICE USE ONLOFFICE USE ONLOFFICE USE ONLOFFICE USE ONLYYYYY 6 UNSWORN DECLARATION My name is _______________________________________________________, and my date of birth is _______________________________. My address is ________________________________________________, ___________________, _______, __________, ______________. (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in ___________________ County, State of ______________ , on the _______ day of _______________, 20______. (month) (year) Signature of authorized agent of contracting business entity (Declarant) ADD ADDITIONAL PAGES AS NECESSARY Name of Interested Party Nature of Interest (check applicable)City, State, Country (place of business)Controlling Intermediary 4 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. 2 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 5 Check only if there is NO Interested Party.Must file online at www.ethics.state.tx.us/File Materials & Construction Methods MATERIALS AND CONSTRUCTION METHODS The GOVERNING SPECIFICATIONS FOR MATERIALS AND CONSTRUCTION METHODS shall be performed in accordance with the Standard Specifications for Public Works Construction - North Central Texas, 5th Edition, dated 2017, except where noted otherwise in the City of Anna’s supplemental “Special Provisions” and the Technical Specifications included in these Specifications and Contract Documents. NOTE: The * symbol specifies that this item is also covered in the City of Anna’s “Special Provisions” to the “Standard Specifications for Public Works Construction, North Central Texas”. These Special Provisions are additional and modify the “Standard Specifications”. Item # Subject DIVISION 200 – SITE PROTECTION & PREPARATION 201. Temporary Erosion, Sedimentation & Water Pollution Prevention & Control 201.1. Description 201.2. Items of Work and Materials 201.3. Pre-construction Submittals 201.4. Construction Requirements 201.5. Silt Fence 201.6. Interceptor Swale 201.7. Diversion Dike 201.8. Triangular Sediment Filter Dike 201.9. Check Dam (Rock) 201.10. Check Dam (Sand Bag) 201.11. Stabilized Construction Entrance 201.12. Stone Outlet Sediment Trap 201.13. Pipe Slope Drain 201.14. Inlet Protection 201.15. Erosion Control Blankets 201.16.* Mulching 201.17. Measurement and Payment 202. Landscaping 202.1. Removal, Protection & Replacement of Trees, Shrubbery, Plants, Sod, and Other Vegetation 202.2. Topsoil 202.3. Soil Amendments 202.4. Fertilizer 202.5. Sodding 202.6.* Seeding Turf-grass 202.7. Rejection 203. Site Preparation 203.1. Determining Location & Protection of Existing Structures and Utilities 203.2. Maintenance of Streets During Construction 203.3. General Site Preparation 203.4. Unclassified Street Excavation 203.5. Unclassified Channel Excavation 203.6. Borrow 203.7.* Embankment 203.8. Dust Control Item # Subject DIVISION 300 – ROADWAY CONSTRUCTION 301. Subgrade, Subbase & Base Preparation 301.1. General 301.2.* Lime Treatment 301.3.* Portland Cement Treatment 301.4. Asphalt Emulsion Treatment 301.5. Flexible Sub-base or Base (Crushed Stone / Concrete) 301.6. Geo-textiles Used in Paving Applications 302. Asphalt Pavement 302.1. Description 302.2.* Aggregates for Hot-Mix Asphalt Pavement 302.3. Bituminous Materials 302.4. Fibrous Reinforcement for Asphalt 302.5. Storage, Heating & Application Temperature of Bituminous Materials 302.6. Emulsified Asphalt Treatment 302.7. Prime Coat 302.8. Asphalt Base Course 302.9. Hot-Mix Asphalt Pavement 302.10. Measurement and Payment 303.* Portland Cement Concrete Pavement 303.1 Description 303.2.* Portland Cement Concrete Pavement Materials 303.3. Mix Design and Mixing Concrete 303.4. Equipment 303.5. Construction Methods 303.6. Alley Paving 303.7. Pavement Leave-outs 303.8.* Pavement Testing and Evaluation 303.9. Measurement and Payment 304. PAVING UNITS 304.1. Solid Concrete Interlocking Paving Units 305. Miscellaneous Roadway Construction 305.1.* Concrete Curb and Gutter 305.2.* Concrete Sidewalks, Driveway Approaches, and Barrier Free Ramps 305.3. Concrete Medians 305.4. Reinforced Concrete Headers Materials & Construction Methods Item # Subject DIVISION 400 – ROADWAY MAINTENANCE & REHABILITATION 401. Crack Sealing 401.1. General 401.2. Materials 401.3. Methods 402. PAVEMENT CUT, EXCAVATION, AND REPAIR 402.1. General Requirements 402.2. Minimum Size of Repair 402.3. Sawing 402.4. Replacing Paved Surfaces 403. Asphaltic Pavement Repair 403.1. Description 403.2. Materials and Mixing 403.3. Methods 403.4. Measurement and Payment 404. SURFACE TREATMENT 404.1. Description 404.2. General 404.3. Slurry Seals and Micro-(Re)Surfacing 404.4. Bituminous Surface Treatment (Chip Seal) 405. Ultra-Thin Concrete Paving (WhiteTopping) 405.1. Description 405.2. Materials 405.3. Construction Methods 405.4. Measurement 405.5. Payment DIVISION 500 – UNDERGROUND CONSTRUCTION & APPURTENANCES 501.* Underground Conduit Materials 501.1. General 501.2. Clay Wastewater Pipe 501.3. Vitrified Clay Pipe for Micro-tunneling, Slip-lining, Pipe Bursting, and Tunnels 501.4.* Concrete Pressure Pipe and Fittings 501.5.* Reinforced Concrete Wastewater Pipe with Rubber Gasket Joints 501.6. Reinforced Concrete Culvert, Storm Drain, Pipe and Box Section 501.7.* Ductile-Iron Pressure Pipe and Fittings 501.8. Ductile-Iron Pipe for Pipe Rehabilitation 501.9.* Steel Pipe and Fittings 501.10. Seamless Copper Tubing 501.11. Corrugated Metal Pipe or Arch Shapes 501.12. Structural Plate Structures 501.13. Tunnel Liner Plates 501.14. Polyvinyl Chloride (PVC) Water Pipe 501.15. Polyvinyl Chloride (PVC) Pressure-Rated Pipe (SDR Series) 501.16. Molecularly Oriented Polyvinyl Chloride (PVCO) Water Pipe Item # Subject 501.17. Polyvinyl Chloride (PVC) Wastewater Pipe & Fittings with Dimension Control 501.18. Polyvinyl Chloride (PVC) Profile Gravity Wastewater Pipe and Fittings — For Direct Bury and Slip-lining Applications 501.19. PVC Composite Pipe for Wastewater Conduits 501.20. Polyvinyl Chloride (PVC) Corrugated Storm Water Pipe with Smooth Interior and Fittings 501.21. Solid Wall Polyethylene Plastic Pipe for Water, Wastewater, and Pipe Rehabilitation 501.22. Polyethylene (PE) Large Diameter Wastewater Pipe with Modified Wall Profiles & Performance Standards 501.23. Polyethylene (PE) Corrugated Drainage Tubing and Corrugated Smooth Lined Storm Water Pipe and Fittings 501.24. Fiberglass (Glass-Fiber-Reinforced Thermosetting-Resin) Wastewater Pipe 502. Appurtenances 502.1. Manholes 502.2. Wastewater Main Cleanouts 502.3.* Fire Hydrants 502.4. Thrust Restraint 502.5. Fittings 502.6* Valves 502.7. Performed Flexible Conduit Joint Sealant 502.8. Polyethylene Wrap For Metal Pipe Fittings 502.9. Corrosion-Resistant Coatings and Liners for Wastewater Conduit and Appurtenances 502.10. Connections To Conduit For Service 502.11. Miscellaneous Conduit Connections 502.12. Structures 503. Trenchless Installation 503.1. Conduit Materials 503.2. Tunnel/Chasing Pipe Spacers 503.3. Methods of Jacking, Boring or Tunneling 503.4. Measurement and Payment 504. Open Cut — Backfill 504.1. General 504.2. Materials 504.3.* Excavation and Foundation 504.4.* Backfill-General Requirements 504.5 Embedment 504.6. Final Backfill 504.7. Measurement and Payment of Backfill 505. Open Cut — General Conduit Installation 505.1. General 505.2. General Installation Requirements for Pipe Types 506.* Open Cut — Water Conduit Installation 506.1. Description 506.2. Materials Materials & Construction Methods Item # Subject 506.3. Laying Water Conduit 506.4. Pipe Joints 506.5. Hydrostatic Test 506.6. Connections to Existing Water Conduits 506.7. Purging and Disinfection of Water Conduits 506.8. Plugs 506.9. Measurements and Payment 507. Open Cut — Wastewater Conduit Installation 507.1. Description 507.2. Materials 507.3. Laying Wastewater Conduit 507.4. Wastewater Conduit Joints 507.5. Test and Inspections 507.6. Measurement and Payment for Wastewater Conduit Installation 508. Open Cut — Storm Water Conduit Installation 508.1. Description 508.2. General 508.3. Reinforced Concrete Pipe for Storm Water 508.4. Corrugated Metal Pipe 508.5. Structural Plate Conduit 508.6. Measurement and Payment for Storm Water Conduit Installation 509. Crossings 509.1. General 509.2. State Highway Crossings 509.3. Street and Alley Crossings 509.4. Railroad Crossings 509.5. Creek and River Crossings 509.6. Measurement and Payment of Crossings DIVISION 600 – CONDUIT & APPURTENANCES REHABILITATION 601. Pipeline Rehabilitation 601.1. Description 601.2. General 601.3. General Materials 601.4. General Methods 601.5. PVC Expanded-In-Place (Fold-in-Form) 601.6. Polyethylene (PE) Expanded-In-Place (Deform Reform) 601.7. Cured-In-Place Pipe Liner (CIPP Liner) 601.8. Pipe Bursting With Polyethylene 601.9. Pipe Bursting With Rigid Pipe 601.10. Polyvinyl Chloride (PVC) Profile Gravity Liner Pipe (Segmental Sliplining) 601.11. Measurement and Payment 602. Rehabilitation of Manholes or Underground Vaults 602.1. General 602.2. Submittals 602.3. Quality Assurance Item # Subject 602.4. Delivery, Storage and Handling 602.5. Rehabilitation 602.7. Inspection and Testing 6012.8. Measurement and Payment 603. Abatement of Coatings Containing Heavy Metals 603.1. General 603.2. Job Plan 603.3. Testing 603.4. Monitoring 603.5. Protection 603.6. Lead-Based Coating Removal 603.7. Lead-Based Coating Encapsulation 603.8. Clean-Up and Disposal 603.9. Payment DIVISION 700 - STRUCTURES 701. General Structures 701.1. Structural Wood Products 701.2. Structural Excavation 701.3. Structural Bolting 702. Concrete Structures 702.1. Concrete Structure Materials 702.2. Mix Design and Mixing Concrete for Structures 702.3. Mix Design & Mixing Lightweight Concrete for Structures 702.4. Constructing Concrete Structures 702.5. Pre-stressed Concrete for Structures 702.6. Pneumatically Placed Concrete (Gunite) 702.7. Drilled Shaft Foundations 702.8. Pre-cast and Cast-In-Place Concrete Units 703. Steel Structures 703.1. Description 703.2. Materials for Steal Structures 703.3. Steel Structure Construction 703.4. Painting Metal Structures 703.5. Measurement and Payment 704. Piling 704.1. Piling Materials 704.2. Driving Piling 704.3. Penetration 704.4. Bearing Resistance 704.5. Constructing Cast-In-Place, Pre-Stressed Concrete Piling 704.6. Measurement and Payment DIVISION 800 – MISCELLANEOUS CONSTRUCTION & MATERIALS 801. Barriers, Warning & Detour Signs, & Fences 801.1. Barriers and Warning and/or Detour Signs 801.2. Metal Beam Guard Fence 801.3.* Railing Materials & Construction Methods Item # Subject 801.4. Chain Link Fence 801.5.* Wire Fence 802. Steps and Retaining Walls 802.1. Concrete Steps 802.2. Concrete Retaining Walls 802.3. Segmental Retaining Wall Systems 802.4. Cofferdams 803. Slope and Channel Protection 803.1. Articulating Concrete Block 803.2.* Gabion Structures 803.3. Riprap 803.4. Geotextiles Used in Drainage and Stabilization Applications 804. Painting and Other Protective Treatments; Pavement Marking 804.1. Description 804.2. Painting and Marking Item # Subject 804.3. Galvanizing 804.4. Measurement and Payment 805.* Electrical Components and Conduit 805.1. Description 805.2. General Requirements for Electrical Components 805.3.* Materials 805.4. Conduit Construction Methods 805.5. Measurement and Payment 806. Metals Materials 806.1. General 806.2. Structural Steel 806.3. Forgings 806.4. Castings 806.5. Copper 806.6. Bolts, Nuts, and Washers Materials & Construction Methods CITY OF ANNA, TEXAS SPECIAL PROVISIONS TO THE NORTH CENTRAL TEXAS STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION MATERIALS AND CONSTRUCTION METHODS The North Central Texas Standard Specifications shall be modified and clarified by the addition of the following requirements to the various items. Except when specifically stated, none of the requirements shall be deleted. DIVISION 200 – SITE PROTECTION AND PREPARATION ITEM 201.16 MULCHING Slope and drainage channel seeding shall be in conformance with Item 201.16. Hydromulch Seeding mixture and rate shall be as required under Item 202.6: ITEM 202.2 TOPSOIL 202.2.3. Construction Methods Add the following: A minimum of four (4) inches of topsoil shall be provided on all major thoroughfare medians and rights-of-way and on all earthen channel slopes. This will be material imported from off site. The City will approve material prior to placement. ITEM 202.6 SEEDING TURF-GRASS Delete the mixture, rate, and planting dates and substitute: Type I Unhulled Perennial Bermuda: Reserve and Spangle Top Grass Seeds (September – March) Type ll: Perennial Bermuda Grass – Unhulled: (April – August) A mix of seed shall be used in overlapping seasons. 202.6.4 Construction Methods Add as follows: All seeding operations shall be performed by either “Drilling” or “Cultipacker” process or approved equivalent. Seed shall be covered by + ¼” Topsoil. 202.6.4.1 Description Add the following: The Contractor shall maintain the seeded areas including watering until a “Stand of Grass” is obtained. A “Stand of Grass” shall consist of 75% to 80% coverage, a minimum of one (1) inch in height. Re-seeding will be required in washed areas. Materials & Construction Methods ITEM 203.3 GENERAL SITE PREPARATION 203.3.2 Construction Methods Add the following: Unless otherwise approved in writing by the City of Anna, where excavation to grade established in the field by the Owner terminates in loose or solid rock, the Contractor shall excavate 6-inches below the required subgrade elevations for the entire roadbed width and shall backfill with suitable selected materials as indicated on the plans. Suitable selected material shall include lime treated subgrade or a base material having a plasticity, index not greater than 12. Payment for such work will be made under the items of unclassified street excavation, lime treated subgrade and hydrated lime. The 6-inch lime treated subgrade or base shall be compacted to 95% density. ITEM 203.7 EMBANKMENT 203.7.2 Construction Methods Add the following paragraph: Excavated material from the channel which is used as embankment to complete the established alignment, grade and cross-section of the channel shall be compacted to 95% density. 203.7.3 Density Add: Embankment in the City of Anna shall be compacted to not less than 95% of the maximum density. DIVISION 300 – ROADWAY CONSTRUCTION ITEM 301 SUBGRADE, SUB-BASE & BASE PREPARATION 301.1 General Construction Methods Add the following: Prior to final compaction of subgrade, samples of the subgrade material shall be collected by a testing laboratory approved by the City, and laboratory tests made to determine the amount of lime required. The application rate for hydrated lime shall be selected to obtain at least the optimum lime percentage indicated by test method ASTM C977-83a, Appendix Xl; however, not less than 27 lbs. per S.Y. shall be applied. A Geotechnical Engineer’s report reflecting the recommended application rate and including supporting test data shall be submitted in writing to the City, for approval prior to beginning any lime treatment. Laboratory test may be waived provided a minimum of 36 lbs. per S.Y. is applied. ITEM 301.2 LIME TREATMENT (Add the following) The lime treated subgrade shall be moist cured until covered by other base or pavement up to fourteen (14) days after final compaction. After 14 days without covering an application of 0.10 to 0.20 gallons per square yard emulsified asphalt shall be applied at the Contractor’s expense. Reapplication of emulsified asphalt may be required if lime treated subgrade is not covered shortly after first application. Lime treated subgrade may be covered by other base or Pavement when density of 95% of maximum at optimum moisture content is obtained. 301.2.1.2 Quicklime (dry) shall not be used in the construction of roadway work in the City. Materials & Construction Methods ITEM 301.3 PORTLAND CEMENT TREATMENT Add the following: Portland cement modification of subgrade soils is not approved in Anna. Subgrade soils means natural ground or embankment encountered in the construction. ITEM 301.5 FLEXIBLE SUB-BASE OR BASE (CRUSHED STONE / CONCRETE) General: Add the sentence: No local limestone material shall be used as flexible base (crushed limestone) on Anna paving projects, unless. otherwise shown on the plans. ITEM 302 ASPHALT PAVEMENT ITEM 302.2 AGGREGATE FOR HOT-MIX ASPHALT PAVEMENT Central Mixing Plant Add the following: When a fly ash admixture is used with Type I cement in the production of Portland cement concrete, separate silos shall be provided for fly ash and cement and provisions shall be made for individual measurements. Finishing Add the following: The finished concrete pavement construction under these specifications is expected to meet certain quality standards for surface of the concrete including the durability, texture, riding surface and appearance. The surface must be durable, firm, dense and well bonded to the aggregate to maintain an appearance and texture which is satisfactory to the Owner. Concrete pavement having a poor surface which has spalled (exposed aggregate) due to poor quality paste, high water-cement ratio, over-vibration, improper curing, extreme weather or any other reason, or does not have a satisfactory riding surface shall be removed and replaced at the Contractor’s expense. It is extremely important that the Pavement have a good rideable surface, free from undulations and rough joints. The City Engineer shall determine the acceptability of the Pavement. • Machine Finishing Machine finishing of pavement shall include the use of power-driven spreaders, reciprocating type power-driven vibrators, power-driven transverse strike-off, and screed. The concrete pavement shall be consolidated by a reciprocating type mechanical vibrator. As soon as the concrete has been spread between the forms, the mechanical vibrator shall be operated to consolidate the concrete and remove all voids. Hand manipulated vibrators shall be used for areas not covered by the mechanical vibratory unit. The transverse finishing machine shall first be operated to compact and finish the pavement to the required section and grade, without surface voids. The machine shall be operated over each area as many times and at such intervals as directed. At least two trips will be required and the last trip over a given area shall be a continuous run of not less than 40 feet. After completion of finishing with the transverse finishing machine a transverse drag float may be used. After the floating has been completed and the excess water removed, but while the concrete is still plastic, the surface of the concrete shall be tested for trueness with an approved 10-foot steel straightedge furnished by the Contractor. The straightedge shall be operated from the side of the pavement, placed parallel to the pavement centerline and passed across the slab to reveal any high sports or depressions. The straightedge shall be advanced along the pavement in successive stages of not more Materials & Construction Methods than one-half its length. Practically perfect contact of the straightedge with surface will be required, and the pavement shall be leveled to this condition, in order to insure conformity with the surface test required below after the pavement has fully hardened and to insure a smooth rideable surface. Any correction of the surface required shall be accomplished by adding concrete if required and by operating the longitudinal float over the area. The surface test with the straightedge shall then be repeated. After completion of the straightedge testing and surface correction the surface of the pavement shall be finished by an approved method. Methods available for pavement surface finish including a burlap drag finish, a broom finish or a belt finish. Unless otherwise shown on the plans, the pavement surface shall be finished with the burlap drag. a. Burlap Drag Finish If the surface texture is to be a drag finish, a drag shall be used; it shall consist of a seamless strip of damp burlap or cotton fabric, and it shall produce a uniform surface of gritty texture after dragging it longitudinally along the full width of pavement. For pavement 16 feet or more in width, the drag shall be mounted on a bridge which travels on the forms. The diameter of the drag shall be such that a strip of burlap or fabric at least 3 feet wide is in contact with the full width of pavement surface while the drag is used. The drag shall consist of not less than two layers of burlap with the bottom layer approximately 6 inches wider than the upper layer. The drag shall be maintained in such a condition that the resultant surface is of uniform appearance and reasonably free from gravels over 1/16-inch in depth. Drags shall be maintained clean and free from encrusted mortar. Drags that cannot be cleaned shall be discarded and new drags substituted. b. Broom Finish If the surface texture is to be broom finished, it shall be applied when the water sheen has practically disappeared. The broom shall be drawn from the. center to the edge of the pavement with adjacent strokes slightly overlapping. The broom operation shall be so executed that the corrugation. produced in the surface shall be uniform in appearance and not more than 1/16-inch in depth. Brooming shall be completed before the concrete is in such condition that the surface will be torn or unduly roughened by the operation. The surface thus finished shall be free from rough and porous areas, irregularities, and depressions resulting from improper handling of the broom. Brooms shall be of the quality, size, and construction and shall be operated to produce a surface finish meeting the approval of the Owner. Subject to the approval of the Owner, the Contractor may be permitted to substitute mechanical brooming in lieu of the manual brooming as herein described. c. Belt Finish If the surface texture is to be belt finish, when straightedging is completed and after sheen has practically disappeared and just before the concrete becomes non-plastic, the surface shall be belted with a 2-ply canvas belt not less than 8 inches wide and at least 3 feet longer than the pavement width. Hand belts shall have suitable handles to permit controlled, uniform manipulation. The belt shall be operated with short strokes transverse to the centerline and with a rapid advance parallel to the centerline. • Hand Finishing Hand finishing of concrete pavement will be’ permitted in areas where it is not practical or possible to construct with finishing machines. These areas include, but are not Materials & Construction Methods limited to, intersections, left turn, lanes, crossovers, transition areas and where the pavement width is not uniform. In all hand finished areas, one-half (½) extra sack of cement per cubic yard of concrete shall be used in the mix. In hand finished areas, the concrete shall be struck off with an approved strike-off screed to such elevation that when consolidated and finished the surface of the pavement shall conform to the required section and grade. The strike template shall be moved forward with a combined transverse and longitudinal motion in the direction the work is progressing, maintaining a slight excess of material in front of the cutting edge. The concrete shall then be tamped with an approved tamping template to compact the concrete thoroughly and eliminate surface voids and the surface screeded to required section. After completion of a strike-off, consolidation and transverse screeding, a hand-operated longitudinal float shall be operated to test and level the surface to the required grade. Workmen shall operate the float from approved bridges riding on the forms and spanning the pavement. The longitudinal float shall be held in contact with the surface and parallel to the centerline and operated with short longitudinal strokes while being passed from one side of the pavement to the other. If contact with the pavement is not made at all points, additional concrete shall be placed, if required, and screeded, and the float shall be used to produce a satisfactory surface. Care shall be exercised to keep the ends of the float from digging into the surface of the pavement. After a section has been smoothed so that the float maintains contact with the surface at all points in being passed from one side to the other, the bridges may be moved forward half the length of the float and the operation repeated. Other operations and surfaces tests shall be as required for machine finishing. • Edging at Forms and Joints After the final finish, but before the concrete has taken its initial set, the edges of the pavement along each side of each slab, and on each side of transverse expansion joints, formed joints, transverse construction joints, and emergency construction joints shall be worked with an approved tool and rounded to the radius required by the plans. A well-defined and continuous radius shall be produced and a smooth, dense mortar finish obtained. The surface of the slab shall not be unduly disturbed by tilting of the tool during use. At all joints, any tool marks appearing on the slap adjacent to the joints shall be eliminated by brooming the surface. In doing this, the rounding of the edge shall not be disturbed. All concrete on top of the joint filler shall be completely removed. All joint shall be tested with a straightedge before the concrete has set, and correction shall be made if one side of the joint is higher than the other or if they are higher or lower than the adjacent slabs. ITEM 303 PORTLAND CEMENT CONCRETE PAVEMENT ITEM 303.8 PAVEMENT TESTING AND EVALUATION 303.8.2 Pavement Thickness Test Delete in its entirety and substitute therefore the following: Upon completion of the work and before final acceptance and final payment shall be made, pavement thickness tests shall be made by the Contractor. Tests shall be made at 400-foot spacings along the length of the pavement. In the event a deficiency in the thickness of pavement is revealed, two (2) subsequent sets necessary to isolate the deficiency shall be made - one at a jointed section prior Materials & Construction Methods to the deficient station and one at a jointed section following the deficient station. Additional tests shall be obtained as necessary, at jointed section intervals to isolate the deficient area. Removal and replacement of concrete shall extend to joint boundaries, the full width of pavement section. If the average thickness of pavement in a particular section is less than called for on the plans, the pavement section shall be removed and replaced with the correct thickness, extending to joint boundaries, the full width of the pavement section, at the Contractor’s entire expense. No additional payment over the contract unit price shall be made for any pavement of a thickness exceeding that required on the plans. 303.8.3 Pavement Strength Test Revise the first paragraph to read: During the progress of the work, the Inspector or a commercial laboratory shall cast test cylinders or beams to maintain a check on the strengths of the concrete being placed. Add the following sentence and table: A table titled “PAVEMENT STRENGTH REQUIREMENTS”, is provided showing the required pavement thickness, 7-day strength, 28-day strength, minimum cement factor and maximum slump for each street type to be constructed in Anna. Requirements for high strength pavement and less thickness is also shown if required by the City. Add to the 5th paragraph: Test cores shall be obtained within five (5) working days after the 28-day test results have been provided by the commercial laboratory. All test cores shall be obtained by a commercial laboratory, at the Contractors expense. One (1) core shall be obtained in the immediate area of the deficiency and two (2) additional cores shall be obtained - one at a jointed section prior to the deficient station and one at a jointed section following the deficient station. Additional cores shall be obtained as necessary, at jointed section intervals to isolate the deficient area. Removal and replacement of concrete shall extend to joint boundaries, the full width of pavement section. Amend the 2nd paragraph on Page 217 to read “Pavement not meeting the minimum specified 28-day strength after cores have been tested shall be removed and replaced at the Contractor’s expense.” Delete the table and the paragraph below it. PAVEMENT STRENGTH REQUIREMENTS Item No. Street Type Street Width (F-F) Thick- ness Compr. 7-Day Strength 28-Day Mm. Cement Max. Slump 1. Principal Arterial, Minor Arterial 2-33’ & 2-24’ 8” 2940 4,000 6.5 3” 2. Collector (including office and comm. Street) 44’ to 36’ 8” 2500 4,000 6.0 , 3” 3. Residential • 28’ 6” 2500 4,000 6.0 3” ITEM 305 MISCELLANEOUS ROADWAY CONSTRUCTION ITEM 305.1 CONCRETE CURB AND GUTTER 305.1.3.2 Reinforcing Steel All bars at splices shall be lapped a minimum of 30 diameters of the bar or 12-inches, whichever is greater. Materials & Construction Methods ITEM 305.2 CONCRETE SIDEWALKS, DRIVEWAY APPROACHES, & BARRIER FREE RAMPS 305.2.2.2 Reinforcement Revise the first sentence to read: Driveway approaches and walk reinforcing shall be No. 3 bars on 24-inch centers. 305.2.3 Construction Methods General: Add to end of first paragraph: The drive approach shall have a minimum thickness equal to the thickness of the adjacent street or 6 inches, whichever is greater. 305.2.3.7 Joints Revise second sentence to read: Expansion joints shall be placed in the sidewalk at 20-foot intervals or as otherwise specified by the Owner. DIVISION 400 – ROADWAY MAINTENANCE AND REHABILITATION DIVISION 500 – UNDERGROUND CONSTRUCTION & APPURTENANCES ITEM 501 UNDERGROUND CONDUIT MATERIALS ITEM 501.4 CONCRETE PRESSURE PIPE AND FITTINGS C302 Reinforced Concrete Pressure Pipe, Non Cylinder Type, for Water and Other Liquids, and C300 Reinforced Concrete Pressure Pipe, Steel Cylinder Type, for Water and Other Liquids are not approved for use in the City, unless otherwise shown in the plans or approved in writing. Reinforced concrete cylinder pipe in sizes 16 inches through 21 inches shall be Pretensioned Pipe Type C303. For pipe 42 inches in diameter and above the pipe shall be Prestressed Pipe Type C301. Between 24 inches and 36 inches the pipe furnished may be either type. All pipe shall be designed to withstand the working pressure and external load as shown in the plans. ITEM 501.5 REINFORCE CONCRETE WASTEWATER PIPE WITH RUBBER GASKET JOINTS ASTM Designation C76 and shall be of the Thick Wall Pipe design with aggregates consisting of limestone aggregate in the proportion of at least 75 percent by weight of the total aggregates, unless otherwise provided in the Special Conditions to the Specifications. ITEM 501.9 STEEL PIPE AND FITTINGS 501.9.2 Applicable Standard Specifications (Add the following) Contractor shall, submit a written certification that the pipe has been manufactured and tested in accordance with the applicable standards. The pipe shall be manufactured, fabricated, coated and lined by a single manufacture being a certified member in good standing of the Steel Plate Fabricators Association (SPFA). Materials & Construction Methods 501.9.3 Pipe and Fitting Requirements Substitute the following for the sentence following (2) Wall Thickness: All steel pipe to be furnished for this project shall be designed in accordance with AWWA Ml 1 for the most critical application of internal pressures and external loads. The following design conditions shall apply: Internal Pressure (Design to account for working and surge together) 1) Working Pressure of 200 psi 2) Surge allowance of 250 psi External Loading for Buried Pipe 1) External loads shall be comprised of the weight of the backfill together with live and’ impact loads. Earth loads shall be calculated based on ditch and positive projecting conduit. The earth load for the pipe design shall be the greater of the above two conditions. 2) External live loads shall be at least equivalent to AASHTO HS-20 loading. 3) Modulus of soil reaction (E’) < 1000 psi 4) Unit weight of fill (w)> 120 pcf 5) Deflection lag factor (Dl) (1.0) 6) Bedding constant (K) = 0.100 7) hw = h = depth of cover above top of pipe 8) Maximum deflection in percent of pipe diameter ‘shall be ad determined by AWWA Ml 1, latest edition, as calculated using moment of inertia of steel cross section of pipe wall. Moment of inertia of cement mortar shall not be included in calculation of maximum deflection. Available Deflections Mortar-lined and coated = 2 percent of pipe diameter Maximum Working Stress The maximum combined stress based on working pressure shall be no greater than 50 percent of the minimum yield strength or 18,000 psi, whichever is less. The maximum combined stress based on test pressure shall be no greater than 75 percent of the minimum yield strength or 24,000 psi, whichever is less. 501.9.4 Joints: Add the following: In general, pipe joints shall be as follows, as indicated on the Drawings or as specified. 1) Flanged joints shall be provided as a minimum at all flanged valves, meters and other equipment. a. Flanges: Unless otherwise noted, flanges shall conform to the requirements of AWWA C207, Table D, E or F as required. b. Flange Bolts and Nuts: Shall be furnished in size and numbers stipulated in AWWA C207. Unless otherwise indicated, bolts shall be carbon steel to meet the requirements of ASTM Designation A307, Grade B for regular joints. Materials & Construction Methods 2) Restrained Lap-Welded slip joints (expanded bell) with a single fillet weld. 3) Carnegie-Shape Rubber Gasket Joint: Bell and spigot rubber gasket joint will be furnished with the bell end of the pipe mechanically expanded to the required internal diameter and the spigot end furnished as a sized Carnegie shape welded to the opposite end of the pipe. The expanded bell and Carnegie spigot shall be designed such that when the pipe is laid and jointed, it will be self-centered, and the 0-ring rubber gasket will be enclosed tightly on all four sides and confined under compression adequate to ensure watertightness. Gaskets to be full-face for use with flat face flanges and ring type for use with raised face flanges. Gasket material for water service pipe shall be cloth inserted rubber sheet, 1/8-inch thick or red rubber, ASTM D1330, Grade 1. Gasket material for air piping shall be as above, but of EPDM. 4) Mechanical Couplings: Mechanical couplings designed to provide a stress relieving flexible joint shall consist of a cylindrical sleeve, two gaskets, two follower rings and a set of bolts and nuts. a. Sleeves: Manufactured of ASTM A53 steel, for sizes 10-inches and smaller. ASTM A36 steel for sizes 12-inches and larger. Minimum sleeve length shall be five inches for pipe 12-inches and smaller, 7-inches for pipe 14-inches through 24-inches, and 10-inches for pipe larger than 24-inches. b. Follower Rings: Ductile Iron ASTM A536 or AISI Cl 020 Steel. c. Bolts and Nuts: High strength low alloy steel with heavy semi-finished hexagon nuts. d. Gaskets: Shall be of synthetic rubber suitable for operating conditions. e. Shop Finish: Manufacturer’s standard unless otherwise noted. f. Manufacturer: ‘Baker 200, Dresser Style 39, Rockwell Series 411 or approved equal. ITEM 502.3 FIRE HYDRANTS 502.3.1 Materials All fire hydrants furnished shall conform strictly with the latest specification C-502 of the American Water Works Association Standards for dry barrel fire hydrants and must comply with the following supplementary details and changes or addition. (a) Inlet Connection: Unless otherwise specified the inlet connection shall ‘be a six (6) inch standard mechanical joint complete with all joint accessories. The inlet shoe shall be cast of the same or stronger metal than the lower barrel to prevent impact damage of the shoe. The interior of the shoe, including the lower valve plate and/or cap nut shall have a protective epoxy coating of at least 4 mils applied in the shop. If a cap nut is utilized it must be locked in place with a stainless steel lock washer or similar non-corrosive device and all machined surfaces must be protected from water intrusion to prevent corrosion and assure ease of field teardown or maintenance. Materials & Construction Methods (b) Main Valve: The main valve shall be reversible compression type, closing with the pressure and shall be not less than 5-1/4” in diameter. Composition of the main valve shall be molded rubber or neoprene having a durometer hardness of 90 + 5 and shall be not less than 1” thick to protect against hydrant chatter and give long term durability. (c) Outlet Nozzles: All hydrants shall be “three way”, equipped with two hose nozzles and one pumper nozzle. (d) Diameter Outlet Nozzles: The hydrant shall have two hose nozzles, two and one-half (2-1/2”) inches nominal l.D., and one pumper nozzle four and one-half (4-1/2”) inches nominal l.D. with Natural Standard Hose Threads. (e) Nozzle Attachment: All nozzles shall be mechanically connected into the barrel and have “0” Ring pressure seals to provide a positive seal between nozzles and hydrant barrel. A suitable nozzle lock shall be provided and shall be stainless steel or bronze. Nozzles shall not be caulked in. Nozzle caps shall be furnished with pentagon nut the same size as the operating nut. They shall be furnished with interior rubber gaskets that will seat against bronze nozzles. All caps shall be secured to hydrant barrel by heavy duty non-kinking chains with a chain loop on each cap that permits free turning of the cap, for speed and ease of removal by fire fighters. (f) Operating Nut: The operating nut shall be non-rising, pentagonal shape, measuring 1-1/8” at the top and 1-1/4” at the base from point to flat. Pentagon shall have a depth of at least one and one-quarter inch (1-1/4”). The hydrant shall be constructed in such a manner that the operating nut, “0” Rings and washers can be removed and replaced without removing the bonnet. All bearing surfaces of the operating nut shall be bronze. (g) Holddown Nut: Holddown nut must have intregal weather seal. Resilient seal between holddown nut and operating nut shall prevent debris entry to protect operating nut from damage. (h) Lubrication Reservoir: The hydrant shall have a completely “0” Ring sealed oil reservoir with a minimum of two (2) “0” Ring pressure seals to prevent contamination of the oil around the operating parts of the hydrant. The oil reservoir shall be cast in such a manner that all operating parts shall be repairable without removal of the bonnet to facilitate repairs and shall be of a design that all bearing surfaces and threaded parts will be automatically lubricated upon each operation of the hydrant. If bearing surfaces are not lubricated, the design shall keep operating friction to a minimum. A high wear resistant thermoset plastic anti-friction washer shall be in place above the thrust collar to minimize operation torque and facilitate long term ease of operation~ The operating threads must be sealed against contact with water to all times regardless of open or closed position of main valve. The hydrant shall have the capability of field personnel to visually. check oil level and add additional oil if needed. Filler and inspection plug shall be recessed or flush type. (i) Traffic Feature: Hydrants shall be “traffic model” having upper and lower barrel joined approximately two inches (2”) above the groundline by a breakable “swivel” flange providing 360 degree rotation of the upper barrel for nozzle positioning and must be capable of rotating barrel with line pressure on. The groundline shall not be less than eighteen inches (18”) Materials & Construction Methods below the centerline of the lowest nozzle and shall be clearly marked in a permanent manner on the lower barrel. A breakable stainless steel stem coupling shall join the two-piece stem adjacent to the ground line flange. Screws, clevis pins, fasteners or bolts used in the coupling shall be Series 300 stainless steel. The weakened portion of the stem coupling shall be located to divert pressure from the stem coupling directly to the upper and lower stems when torque is applied in seat ring removal. Design of the coupling shall be such that when the coupling is broken, no part of the coupling will shatter or come loose and fall into hydrant and the break will not occur through the pins or bolts holding the coupling to the stem. (j) Drain Valve Assembly: Hydrants shall be equipped with two drain valves which drain the barrel when the hydrant is closed and seal shut when the hydrant is in the open position. The upper valve plate,’ seat ring and drain ring (shoe bushing) must be bronze and work in conjunction to form an all bronze drainway. Upper valve plate if not bronze, must be epoxy coated. The bronze seat ring shall be a minimum 5-1/4” inside diameter and shall thread into a bronze drain ring forming an all bronze drainway with two (2) drain outlets for double protection against drain clogging and corrosive damage. All bronze components shall have less than 16% zinc alloy, Grade A to give high corrosion resistance as recommended ‘in Section 2.1, Table I of American Water Works Association Standard C-502. Seat ring seals shall be “0” Rings. Hydrant shall be designed so that during opening and closing operation(s), water pressure force flushes the drain valve and drain openings to prevent clogging, thus allowing barrel drainage: (k) Repair: All internal operating .parts shall be removable from above ground level with a’ lightweight stem wrench. (I) Provisions for Extension: All hydrants shall be capable of being extended to accommodate future grade changes without excavation. Extension of the hydrant shall be made by adding at the groundline flange a new coupling and stem section equal to the length of the extension. This must facilitate easy field grade adjustment. Stem extensions made by adding new section of stem to the threaded section of the stem at the top of the hydrant will not be’ accepted. Extension kits must be available from manufacturer in six-inch (6”) increments. (m) Pressure Loss and Working Pressure: Pressure loss through one (1) four and one-half inch (4-1/2”) nozzle at 1000 GPM shall not be more than 5.0 psi. Materials & Construction Methods ITEM 502.6 VALVES 502.6.2 Resilient-Seated Gate Valves for Ordinary Water Works Service Unless otherwise approved in writing, all Gate Valves for direct buried service in the City’s distribution system, 6 inches through 12 inches in diameter, shall be Resilient Seated Gate Valves that conform strictly with the latest specification C-509 of the American Water Works Association Standards and must comply with the following supplementary details, changes or additions. (a) Body: Gate valves shall be iron body designed for a working pressure of 250 psi. All valves shall be hydrostatically tested at 200 psi and shell tested at 500 psi. Any leakage during testing shall be cause for rejection. For ease of repair the body, bonnet and stuffing box shall be flanged together with ASTM Grade B bolts and nuts. Each valve shall have the maker’s initials, pressure rating, and year in which manufactured cast in the body. (b) Stems: Stems shall be machined from manganese bronze rod with an integral forged thrust collar machined to size. The stems shall be non-rising and equipped for nut operation, which shall be opened by turning to the left. (c) Stem Seals: The seals shall consist of two “0” rings above and one “0” ring below the thrust collar. An anti-friction washer shall be located above and below the thrust collar for operating torque. (d) Stem Nut: The stem nut shall be ASTM’B-62 bronze. (e) Resilient Wedge: The wedge shall be cast iron, fully encapsulated in molded rubber complying with ASTM D2000. Wedge must have molded wedge guides preventing the disc from tilting downstream during operation. Protective guide cap bearings made of polymer bearing material to provide a bearing interface between the wedge guide and valve interior. (f) Paint and Protective Coatings: All valves furnished under these specifications shall be painted on the exterior as specified in AWWA C509 with asphalt varnish. All ferrous metal surfaces in the internal part of the valve shall be protected with a fusion epoxy coating ‘to a nominal thickness of 10 mils for corrosion protection and shall be of a color that is easily identified as an epoxy coating. The proguard fusion epoxy coating shall fully comply with AWWA C550 .and certified NSF 61. The coating shall be ‘non-toxic and shall not impart taste to water. The coating must be formulated from materials deemed acceptable per the Food & Drug Administration Document Title 21 of the Federal Regulations of Food Additives, Section 121.2514 entitled Resins and Polymeric Coatings. The coating shall ‘have a satin finish and shall be suitable for field overcoating and touchup with the same coating’ material without sanding or special surface preparation, or application of heat in excess of room temperature. (g) Experience and Certification: Valves, furnished under these specifications, shall be manufactured by a firm that has been producing valves of this general type continuously for. the past ‘five (5) years. Each company or. Materials & Construction Methods manufacturer supplying valves under these specifications shall have on file, with the City of Anna, approved records of experience and detailed drawings of the proposed valves. Drawings shall cover the specific valve to be furnished for installation and shall show all dimensions including metal thickness, construction details and materials used in all parts of the valve together with ASTM Designation and Structural properties of these materials. The manufacturer shall furnish to the City of Anna, a Certification that the valve complies with the specifications without any exceptions. This certification shall apply to specific valves being installed within the City water distribution system. The certification shall state (1) the number of valves covered by the certifications, (2) the Addition where valves are being installed or the Project Name, and (3) name of Contractor installing valves. The City may require the Manufacturer, Supplier or Contractor to dismantle valves at any time to determine compliance with these specifications. Location of any valve within the City system, installed after adoption of these specifications, that does not meet the specifications completely shall be cause for prohibiting the future use of any valves from the same manufacturer. (h) Tapping Sleeves: The materials for tapping sleeve bodies shall be cast-iron or ductile-iron in accordance with AWWA Standard Cl 10 (ANSI 21.10), in two sections, or halves to be bolted together with high-strength, corrosion resistant, low alloy steel bolts conforming to AWWA Standard C111 (ANSI 21.11). Cast iron and ductile-iron sleeve shall be mechanical joint, or as specified, or dimensions to secure, proper fit on the type and class of pipe on which they are to be used. Each sleeve shall be furnished with a 3/8-inch test opening so that tests can’ be made prior to tapping. Opening shall be provided with a 3/8-inch bronze plug. 502.6.5 Butterfly Valves (Add the Following) All Butterfly Valves for installation underground in the City’s distribution system 16 inches through 48 inches shall be in accordance with this specification. All butterfly valves furnished shall conform strictly with the latest specification C-‘504 of the American Water Works Association Standard for rubber-seated butterfly valves and must comply with the following supplementary details and changes or addition. (a) Body: The body shall be cast-iron ASTM A126, Class B and shall have face ‘to face dimensions in accordance with AWWA Standards for short body, Class ‘150-B. All butterfly valves shall have a floating body seat ring to compensate for change in direction of flow to assure bottle-tight seal in either direction. (b) Shaft: Valve shafts shall be an 18-8, Type 304 stainless steel. Valve disc and shaft shall be standard self-adjusting Chevron “V” type packing. Shaft seals shall be of a design allowing replacement without removing the valve shaft. Materials & Construction Methods (c) Disc and Seat: The valve disc shall be cast iron ASTM A126, Class B. The valve seat shall be Buna-N located on the valve body. Valves 20” and smaller shall have a bonded seat that meets test procedures in ASTM D429, Method B. Valves 24” and larger shall be retained in the valve body’ by mechanical means without the use of metal retainers or other devices located in the flow stream. (d) Operator: Butterfly valve operators shall be of the traveling nut design. All operators shall have adjustable mechanical stop limiting devices to prevent over travel of the disc. The operator shall have a mechanical stop which will withstand an input torque of 450 Ft. lbs. against the stop. The traveling nut shall engage alignment grooves in the housing. (e) Operation: Unless otherwise shown in the plans, all valves shall open counter clockwise. (f) Valve Ends: Valve ends shall be Mechanical Joint End, or Flanged Ends. Mechanical joint valves shall come complete with bolts, nuts, gaskets and glands. It shall be the responsibility of the Contractor to coordinate the ends of the adjoining pipe with the type valve end he proposes to use. (g) Testing: All valves seats shall be tested at 150 psi as described in AWWA C-504 and in addition shall have a shell test of 300 psi. Any leakage shall be cause for rejection. (h) Paint and Protective Coatings: All butterfly ‘valves furnished under these specifications shall be painted on exterior as specified in AWWA C-504, with asphalt varnish. All ferrous metal surfaces in the internal part of the valve shall be protected with a two-part thermoset epoxy coating to a nominal thickness of 4 mils for corrosion protection and shall be of a color that is easily identified as an epoxy coating. This shall be applied in shop. The thermoset epoxy coating shall be a two-part epoxy and shall function as a physical, chemical and electrical barrier between the base metal to which it is applied and the surroundings. The coating shall be non-toxic and shall not impart taste to water. The coating must be formulated from materials deemed acceptable per the Food & Drug Administration Document Title 21 of the Federal Regulations of Food Additives, Section 121 .2514 entitled Resins & Polymeric Coatings. The coating shall have a satin finish and’ shall be suitable for field overcoating and touchup with the same coating material without sanding or special surface preparation, or application of heat in excess of room temperatures. (i) Experience and Certification: Butterfly valves, furnished under these specifications, shall be manufactured by a firm that has been producing valves of this general type continuously for the past five (5) years. Each company or manufacturer supplying valves under these specifications shall have on file, at the City of Anna, approved records of experience and detailed drawings of the proposed valves. Drawings shall cover the specific valve to be furnished for installation in the City of Anna and shall show all dimensions including metal thickness, construction details and materials used in all parts of the valve together with ASTM Designation and structural properties of these materials. Materials & Construction Methods The manufacturer shall furnish to the City, a Certification that the valve complies with the specifications without any exceptions. This certification shall apply to specific valve being installed with the City water distribution system. The certification shall state (1) the number of valves covered by the certification, (2) the Addition where valves are being installed or the Project Name and (3) name of Contractor installing valves. The City may require ‘the Manufacturer, Supplier or Contractor to dismantle valves at any time to determine compliance with these specifications. Location of any valve with the City system, installed after adoption of these specifications, .that does not meet the specifications completely shall be cause for prohibiting the future use of any valves from the same manufacturer. ITEM 504 OPEN CUT - BACKFILL ITEM 504.2 MATERIALS 504.2.2.1 Add the following sentence: All stone used for pipe embedment shall be standard crushed rock-aggregate, Grade 4, unless otherwise approved in writing. ITEM 504.3 EXCAVATION AND FOUNDATION Prior to start of excavation the Contractor shall remove and stockpile the Topsoil and protect the Topsoil from contamination during construction. After the trench has been refilled, topsoil shall be replaced to the extent that rock, excavated from the trench, will be completely covered and the area is returned to its original condition, except that in cultivated areas a minimum of 12 inches of top soil shall be replaced. ITEM 504.4 BACKFILL – GENERAL REQUIREMENTS The material used in the backfill shall be pulverized to the extent necessary to produce, a free flowing material free of clay balls larger than 6-inch diameter. ITEM 504.5 EMBEDMENT (Add the Following) Rock Cuttings or Sand will not be permitted in the pipe bedding for sanitary sewer or water lines in the City of Anna. 504.5.2.15 Class “H” Embedment: The embedment consists of a completely encased pipe with Standard Crushed Stone, Grade 4. Class ”H” Embedment shall be used on the P.V.C. Sanitary Sewer Pipe installed within the City of Anna. After the trench has been cut to a depth below the barrel of the pipe a distance of 1/8 Bc (3 inches minimum and 6 inches maximum), the bedding layer shall be brought to a point slightly above grade with compacted crushed stone. Bell holes shall be formed and the pipe laid and joined as specified. The stone shall be brought up in uniform layers of six inches to a point six inches over the top of the pipe when compacted. On PVC Pipe 18 inches through 27 inches in diameter the crushed stone shall be brought up in uniform layers to a point nine inches over the top of the pipe when compacted. Materials & Construction Methods ITEM 506 OPEN CUT – WATER CONDUIT INSTALLATION 506.3 Laying Water Conduit Valves for installation in the City’s distribution system shall be installed by direct burial as shown on the standard detail sheets and shall be provided with valve boxes for operation of the valve. 506.5 Hydrostatic Test: All hydrostatic tests shall be maintained over a period of not less than four hours. “Before being accepted, all ductile iron, C-900 PVC or concrete cylinder water mains shall be tested with a hydraulic test pressure of not less than four hours. Concrete pressure pipe shall be tested with a hydraulic test pressure of 120 percent of the design pressure. Steel pressure pipe shall be tested with a hydraulic test pressure not to exceed 150 percent and not less than 120 percent of the designed working pressure. The rate of leakage of all pipe tested shall not exceed the amounts shown in the tables titled “Hydrostatic Test-C-900 PVC, Steel or Ductile Iron Water Mains” or “Hydrostatic Test-Concrete Cylinder Water Mains”. Water lines of material in combination shall be tested for the type of pipe (material) with the least stringent hydraulic test pressure and maintained over a period of not less than four hours.” Materials & Construction Methods HYDROSTATIC TEST C-900 OR 905 PVC, STEEL OR DUCTILE-IRON WATER MAINS GALLONS ALLOWED L.F. Pipe Diameter Pipe 4” 6” 8” 10” 12” 14” 16” 18” 20” 5 0.016 0.024 0.032 0.039 0.047 0.055 0.063 0.071 0.079 10 0.032 0.047 0.063 0.079 0.095 0.110 0.126 0.142 0.158 20 0.063 0.095 0.126 0.158 0.189 0.221 0.253 0.284 0.316’ 30 0.095 0.142 0.189 0.237 0.284 0.331 0.379 0.426 0.473 40 0.126 0.189 0.253 0.316 0.379 0.442 0.505 0.568 0.631 50 0.158 0.239 0.316 0.395 0.473 0.552 0.631 0.710 0.789 60 0.189 0.284 0.379 0.473 0.568 0.663 0.758 0.852 0.947 70 0.221 0.331 0.442 0.552 0.663 0.773 0.884 0.994 1.105 80 0.253 0.379 0.505 0.631 0.756 0.884 1.010 1.136 1.263 90 0.284 0.426 0.568 0.710 0.852 0.994 1.136 1.278 1.420 100 0.316 0.473 0.631 0.789 0.947 1.105 1.263 1.420 1.578 200 0.631 0.947 1.263 1.578 1.894 2.210 2.525 2.841 3.157 300 0.947 1.420 1.894 2.367 2.841 3.314 3.788 4.261 4.735 400 1.263 1.894 2.525 3.157 3.788 4.419 5.051’ 5.682 6.313 500 1.578 .2.367 3.157 3.946 4.735 5.524 6.313 7.102 7.891 600 1.894 2.841 3.788 4.735 5.682 6.629 7.576 8.523 9.470 700 2.210 3.314 4.419 5.524 6.629 7.734 8.838 9.943 11.048 800 2.525 3.788 5.051 6.313 7.576 8.838 10.101 11.364 12.626 900 2.841 4.261 5.682 7.102 8.523 9.943 11.364 12.784 14.205 1000 3.157 4.735 6.313 7.891 9.470 11.048 12.626 14.205 15.783 Maximum allowable water loss in 4 hours at 180 pounds per square inch of pressure for a rate of 25. gallons per inch diameter of pipe per mile over a 24-hour period EQUATION THE ABOVE CHART IS BASED ON: Maximum Loss (Gal.) = 25 x Diameter of Pipe in Inches x L.F. of Pipe x 4 5280 24 Materials & Construction Methods HYDROSTATIC TEST CONCRETE CYLINDER WATER MAINS GALLONS ALLOWED L.F. Pipe Diameter Pipe 4” 6” 8” 10” 12” 14” 16” 18” 20” 5 0.031 0.047 0.063 0.078 0.095 0.110 0.126 0.142 0.158 10 0.063 0.095 0.126 0.158 0.189 .0.221 0.253 0:284 0.315 20 0.126 0.189 0.253 0.316 0.379 0.442 0.505 0.568 0.631 30 0.188 0.284 0.379 0.473 0.568 0.663 0.758 0.852 0.947 40 0.253 0.379 0.505 0.631 0.758 0.884 1.010 1.136 1.263 50 0.316 0.473 0.631 0.789 0.947 1.105 1.263 1.420 1.578 60 0.379 0.568 0.758 0.947 1.136 .1.326 1.515 1.704 1.894 70 0.442 0.663 0.884 1.105 1.326 1.547 1.768 1.989. 2.210 80 0.505 0.758 1.010 1.263. 1.515 1.768 2.020 2.273 2.525 90 0.568 0.852 1.136 1.420 1.704 1.989 2.273 2.557 2.841 100 0.631 0.947 1.263 1.578 1.894 2.209 2.525 2.841 3.156 200 1.263 1.894 2.525 3.156 3.788 4.419 5.050 5.682 6.313 300 1.894 2.841 3.788 4.735 5.682 6.628 7.575 8.522 9.470 400 2.525 3.788 5.050 6.313 7.575 8.838 10.100 11.363 12.626 500 3.158 4.735 6.313 7.891 9.470 11.047 12.626 14.204 15.782 600 3.788 5.682 7.575 9.469 11.363 13.257 15.151 17.045 18.938 700 4.419 6.628 8.838 11.047 13.257 15.468 17.676 19.885 22.095 800 5.050 7.575 10.100 12.626 15.152 17.676 20.201 22.726 25.251 900 5.682 8.522 11.363 14.204 17.044 19.886 22.726 25.567 28.405 1000 6.313 9.469 12.626 15.782 18.939 22.096 25.253 28.408 31.564 Maximum allowable water loss in 4 hours at 180 pounds per square inch of pressure for a rate of 50 gallons per inch diameter of pipe per mile over a 24-hour period EQUATION THE ABOVE CHART IS BASED ON: Maximum Loss (Gal.) = 50 x Diameter of Pipe in Inches x L.F. of Pipe x 4 5280 24 Materials & Construction Methods ITEM 506.7 Purging and Disinfection of Water Conduits (Add the following) On all waterlines installed in the City of Anna the Contractor shall be responsible for Purging, Testing and Sterilization of the completed lines. DIVISION 600 – CONDUIT AND APPURTENANCES REHABILITATION DIVISION 700 – STRUCTURES DIVISION 800 – MISCELLANEOUS CONSTRUCTION & MATERIALS ITEM 801.3 RAILINGS Reflectorized marking for guard rail and other traffic control used shall meet the requirements of 3M Scotchlite Brand Reflective Sheeting Grade, Series 2800, 3800 or 5800, or equal. The. marking shall conform to U.S. Department of Transportation, Federal Highway Administration, STANDARD SPECIFICATIONS FOR CONSTRUCTION OF ROADS AND BRIDGES ON FEDERAL HIGHWAY PROJECTS, 1979 FP-79, Type III A, Sections 633.36 and 718.01 and Federal Supply Service, General Services Administration, LS-300 C, SHEETING AND TAPE REFLECTIVE NON-EXPOSED LENS, Reflectivity 2, Class 4. ITEM 801.5 WIRE FENCING 801.5.2.1 Wire Fencing Fabric: All chain link fencing shall be No. 9 gage copper bearing open-hearth steel wire. 801.5.2.2 Posts 801.5.2.2.1 Metal: All posts shall be heavily galvanized by the hot-dip process after fabrication and shall be fitted with watertight malleable iron caps. All posts shall be of the following size and shape: Line Posts: “H” Section hot rolled weighing not less than 4.10 pounds per linear foot or 3-1/2-inch O.D. pipe weighing not less than 3.65 pounds per linear foot. Terminal Posts: Three inch (3”) steel pipe weighing not less than 5.79 pounds per linear foot. Gate Posts: Four inch (4”) O.D. steel pipe weighing not less than 9.11 pounds per linear foot. 801.5.2.3 Rails. Gates. Braces and Fittings: Shall be 1-5/8 inch steel pipe weighing not less than 2.27 pounds per linear foot. Materials & Construction Methods ITEM 803.2 GABION STRUCTURES 803.2.2 Materials Add the sentence: All wire used, including tie and connecting wire, shall be certified by Mill Test Reports showing compliance with specification requirements. 803.2.2.2 Stone Add the following: Facing stone shall be hand selected, large stone and shall be selected for best appearance. Facing stone shall be an off-white color and prior to laying the stone, samples shall be delivered’ to the site and shall be approved ‘by the Engineer for gradation and appearance. ITEM 805 ELECTRICAL COMPONENTS AND CONDUIT ITEM 805.3 MATERIAL (Add the following) Pull Box. All pull boxes shall be Quazite precast polymer concrete, or approved equal. Boxes shall be approximately 17” x 30” x 30” and shall be furnished with a concrete cover. N-1 Notice to Proceed NOTICE TO PROCEED Project: ___________________________________ Issued To:Date Issued: You are hereby notified to commence work in accordance with the Agreement dated the ___ day of _______________, 20____, on or before the _____ day of ______________, 20___ and complete all of the work within __________________ (____) consecutive calendar days thereafter. The date of completion for all work shall, therefore, be the _____ day of _________, 20___. Issued by: City of Anna, Texas (Owner) By: ______________________________________________ Ryan Henderson, City Manager ACCEPTANCE OF NOTICE: Receipt of the above notice to proceed is hereby acknowledged by__________________ (contractor), this __________ day of ____________________________, 20_________. By: ______________________________________________ Contractor https://projectadvocatesllc.sharepoint.com/sites/cityofannatxpl/shared documents/other documents/bidding/av bidding/03 - notice of award, ntp, staking & change order templates/03-construction staking.docx CONSTRUCTION STAKING Control for the project has been set by the Engineer and control is shown in the Construction Plans. Contractor shall complete all construction staking. Cut sheets shall be provided to the inspector. Prior to commencement of the work by the Contractor, the Contractor shall submit a digital file containing a minimum of two control points and a certification that the construction staking is tied to the project control points established in the plans, to the Engineering Firm __________________________________. The Engineer will review Contractors electronic survey file to verify that the survey file is tied to the project control. I,of certifies that all (Surveyors Name (Company) construction staking is tied to the project control system. Signature Date Printed Name Note: To be submitted when construction staking control and cut sheet staking commences. CO-1 Change Order CHANGE ORDER Date of Issuance:Effective Date: Owner: City of Anna, TX Project: Contract changes are approved as follows: Description of changes: Reason for Change Order: Attachments: CONTRACT PRICING Original Contract Amount including Add/Alternates:$_______________ Net Increase from Previous Change Orders:$_______________ Contract Price Prior to this Change Order:$_______________ Net Increase/Decrease of this Change Order:$_______________ Contract Price with All Approved Change Orders:$_______________ City of Anna, TX Contractor:________________________ X:_____________________________ By: Ryan Henderson, City Manager X:______________________________ By:_____________________________ Date: ________________________Date: ________________________ Please sign both copies; return one copy to: City of Anna, TX c/o______________________(PM) 120 W. 7th Street Anna, TX 75409 Proposal Prepared For 2701 E. State Highway 121 Suite 800 Lewisville, TX 75056 (972) 243-4422 Fax: (972) 243-5450 www.avispl.com City of Anna City of Anna - Anna Community Library Michael.Cassas@avispl.com Prepared by:Michael Cassas Proposal no:451682-5 AVI-SPL LLC Proposal #: 451682-5 1 | P a g e Investment Summary City of Anna 3411 Barker Ave Melissa, TX 75454 Valid Until:07/07/2024 451682-5Proposal #: 06/06/2024Date Prepared: Michael CassasPrepared By:Justin ClayPrepared For: Total $530,924.44 Exempt (*)Tax $530,924.44Subtotal Purchase orders should be addressed to AVI-SPL LLC * Exemption from sales tax will be recognized only after a valid sales tax exemption certificate or other appropriate documentation of exemption has been provided to and approved by AVI-SPL; otherwise all applicable sales taxes will apply. Due to global semiconductor ("chip") shortages and supply chain disruptions pricing quoted in this proposal may change. Installation schedules are subject to current (daily) product availability and may be delayed or postponed. Total Equipment Cost $319,211.41 Includes cable, connectors, hardware, switches, relays, terminal blocks, panels, etc., to ensure complete and operational system Professional Integration Services $173,730.00 Includes engineering, project management, CAD, on-site installation and wiring, coordination and supervision, testing, checkout, owner training, etc. performed on the Owner's premises. Also includes all fabrication, modification, assembly, rack wiring, programming, warranties, etc., some performed at AVI-SPL Direct Costs $6,612.00 Includes non equipment or labor costs, such as travel expenses, per diem, lift and vehicle rentals General & Administrative $14,717.00 Includes all G & A expenses: vehicle mileage, shipping and insurance, as applicable Services - Room Support and Maintenance $16,654.03 Includes post-installation support and maintenance options selected for installed rooms This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 2 | P a g e Buyer Authorized Signatory Title DateBuyer Authorized Signatory Name Buyer Authorized Signature Buyer Acceptance Buyer Legal Entity Terms and Conditions Billing and Payment Terms This Proposal together with AVI-SPL’s General Terms and Conditions and the applicable Addendum(a) located here and incorporated herein by this reference (collectively the “Agreement”) constitutes the entire agreement between AVI-SPL LLC (“Seller”, “AVI-SPL”, “we”, “us”, “our”) and the buyer/customer identified in the Proposal (“Buyer”, “Customer”, “Client”, “you”, “your”) with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, written or oral. By signing below, issuing a valid purchase order for the Services and/or Products specified herein or receiving the Products and/or Services specified herein, whichever occurs first, Buyer acknowledges it has read and agrees to the terms of this Agreement. This Agreement shall not be binding upon Seller until accepted by Buyer as set forth in this Agreement and the earlier of Seller’s confirmation in writing of Buyer’s order and Seller’s performance under the applicable Proposal. Any terms and conditions contained in Buyer’s purchase order or any other Buyer-provided documents related to this transaction shall have no effect and are hereby rejected. Notwithstanding anything herein to the contrary, if a master services agreement signed by both Parties is in effect covering the sale of the Services and/or Products that are the subject of this Proposal, the terms and conditions of said agreement shall prevail to the extent they conflict or are inconsistent with this Agreement. Unless otherwise agreed in writing by Buyer and Seller in the Proposal, the total Proposal price, excluding the price for Stand-alone Services (as defined in this section), shall be billed as follows, subject to continuing credit approval: 50% down payment at time of order, 40% upon delivery at Seller; 10% upon project completion and Buyer sign-off or first beneficial use, whichever occurs first, payable net 30 from Buyer’s receipt of invoice. For purposes of this Agreement, “Stand- alone Services” means any Services not attached to an installation project. Billing and payment terms for Stand-alone Services are set forth in the applicable Service Addendum(a). Unless otherwise specified in the Proposal, Products are sold F.O.B. origin-Buyer to pay all shipping charges. If this Proposal covers Products or Services for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Unless otherwise specified in the Proposal, all pricing and amounts are in US Dollars and all billing and payment shall be made in US Dollars. Link to AVI-SPL Terms and Conditions:https://avispl.com/terms-of-use/ This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 3 | P a g e This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Addendum to General Terms and Conditions – Equipment Ordering Due to global supply chain constraints, Seller is experiencing longer than normal lead times on equipment. As a result, Selle r cannot guarantee lead times on equipment and will not be liable for any delays in equipment delivery to the extent caused by such constraints. However, as the supply chain continues to improve, we will not be ordering equipment for jobs that start more than 120 days from when the contracted site is ready unless lead times are greater than 90 days. In order for Seller to appropriately plan and coordinate its resources, Buyer must commit to a site readiness for installation date, (subject to timely delivery of equipment) on or about _____________________, 20___. Should Buyer elect to purchase equipment immediately upon placement of order or greater than 120 days prior to the above readiness date, to mitigate delays, Buyer agrees to receive the equipment at their designated location and Seller will immediately bill Buyer upon placement of such order. Buyer shall pay for such equipment within the payment terms (e.g. net 30) specified herein, regardless of any other agreed upon billing terms or billing terms specified herein. Warranty on such equipment shall commence upon delivery of the equipment to Buyer’s designated location, notwithstanding any other agreed upon warranty terms or warranty terms specified herein . By initialing next to this sentence, Buyer elects to purchase equipment immediately upon placement of order in accordance wit h the terms of this Addendum. Buyer Acceptance Signed Name Company Name Printed Name, Title Date AVI-SPL LLC Initials Buyer Initials AVI-SPL LLC Proposal #: 451682-5 4 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL Solution Scope of Work After careful and deliberate consideration of your requirements, we are pleased to provide the following audiovisual solutions scope of work. The scope of work noted is based on sound engineering principles, reliable technology, and has been formulated specifically to meet your requirements. Project Overview AVI-SPL is offering a solutions package designed to maximize The City of Anna’s investment in meeting and collaboration technology. To achieve this goal, AVI-SPL is utilizing industry best practices for system design and is deploying proven and reliable devices and services. This proposal includes A/V systems for the Anna Community Library as specified by NV5. If contract is awarded to AVI-SPL, a schedule of major project milestones will be provided to the owner, architect, or consultant within 15 calendar days of the contract award notification. Contents Project Overview .................................................................................................................................................................................. 1 SY01 – Multipurpose Room, MDF ........................................................................................................................................................ 2 SY02 – Children’s Activity Room, Comfort ........................................................................................................................................... 5 SY03/SY06/SY11 – Youth Study/Study/Director .................................................................................................................................. 9 SY04/SY07 – Teen Study/Study .......................................................................................................................................................... 10 SY05 – Teen Seating ........................................................................................................................................................................... 12 SY08 – Collab Instruction ................................................................................................................................................................... 14 SY09 – Break ....................................................................................................................................................................................... 15 SY10 – Boardroom ............................................................................................................................................................................. 16 SY12 – Digital Signage ........................................................................................................................................................................ 18 SY13 – Portable Equipment ............................................................................................................................................................... 19 Add/Alt #2 (3) SY07 – Study ............................................................................................................................................................... 19 Add/Alt #3 – Room Scheduling Panels (QTY: 10) ............................................................................................................................... 21 Add/Alt #4 – PA System ..................................................................................................................................................................... 21 Network and Network Security .......................................................................................................................................................... 23 Assumptions ....................................................................................................................................................................................... 23 Customer Responsibilities .................................................................................................................................................................. 23 Room Environmental Considerations ................................................................................................................................................ 24 AVI-SPL LLC Proposal #: 451682-5 5 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved SY01 – Multipurpose Room, MDF Applies to: Rms 113 & 117 Design Narrative The multipurpose room’s A/V system will have two 98” displays for viewing video content within the space. The room’s video sources include two wireless presentation gateways and four HDMI floor box connections (one per floor box). The room will have a total of eight XLR floor box connections for wired microphones (two per floor box). A total of four wired handheld microphones, four desktop microphone stands, and four floor microphone stands are shared between the multipurpose room and the children’s activity room. The room will have four handheld wireless microphones and four lavalier wireless microphones. In-ceiling speakers will support program audio and local speech reinforcement in each side of the room. A wireless hearing assist system will be used to meet the needs of the hearing impaired. A 45RU standing rack will be provided by AVI-SPL which will store the headend A/V equipment for this system. The room will have two 7” touch panels that will be used for system control. Two custom podiums/lecterns will be provided by AVI-SPL; exact podium/lectern to be coordinated with the owner and architect within the allotted budget. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Display(s) The following display devices will be integrated into the system: • (2) 98” flat panel display(s) for displaying video content within the space. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. o Add/Alternate #1 is an option to swap these displays with 163” dvLED video walls . This will be covered later in the proposal. Source Equipment and Interfaces The following sources will facilitate end user laptop connections: • (4) HDMI connection(s) located at the floor for laptop connectivity. o Others to provide floor box and conduit to MDF. The following sources will facilitate wired microphone connections: • (8) XLR connection(s) located at the floor for wired microphone connectivity. o Others to provide floor box and conduit to MDF. Floor box interface boxes will route compatible video signals into the system. Connectivity to these interfaces shall be made via a flip-top enclosure within the podiums/lecterns provided and installed by AVI-SPL. • Functionality and specifications of flip-top enclosure are to be coordinated with owner and architect as part of the budgeted price for podiums. The following source devices will be integrated into the system: • (2) wireless presentation gateways, located in the equipment rack. AVI-SPL LLC Proposal #: 451682-5 6 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Wall plates will be white in color. Routing and Switching The following video routing and switching devices will be integrated into the system: • A presentation switcher located in the equipment rack. The presentation switcher will route all video signals and embedded audio throughout the system. Audio The following audio devices will be integrated into the system: • A digital signal processor (DSP) will support all audio sources. All microphones used for conferencing shall utilize a dedica ted acoustical echo canceling (AEC) channel per microphone element in the DSP. See the Conferencing section for more detailed information regarding audio or video conferencing. • The following microphone(s) will support local voice reinforcement within the room. o (2) Handheld wireless microphone(s). The microphone(s) will be black in color. o (2) Lavalier wireless microphone(s). The microphone(s) will be black in color. o (4) Handheld wired microphone(s). The microphone(s) will be black in color. ▪ These microphones will be shared between the multipurpose and children’s activity rooms as needed. ▪ (4) tabletop microphone stands and (4) floor microphone stands will be provided by AVI-SPL. • (17) ceiling speakers will support playback of program audio. The speakers will be white in color. • A wireless hearing assist system shall be integrated into the audio system to meet the needs of the hearing impaired and comp ly with ADA regulations. Conferencing No conferencing equipment will be integrated into this system. Equipment Rack and Accessories Equipment will be installed in the following locations: • A 45RU free-standing equipment rack will house all racked equipment. The rack will be located in the MDF. The equipment rack will be free-standing. o AVI-SPL shall provide the required minimum dimensions for the equipment rack. o A power conditioner or surge protector will be installed in the A/V rack to protect all racked equipment. Control System and Accessories A control processor will be installed to enable various functions throughout the system. Please refer to the Software Integration section for more detailed information about system control. • The control processor will be located in the equipment rack. • (2) wired touch screen interfaces with a 10” screen size will be located at the wall. The touch screens will be either black or white in color (to be determined with owner & architect before ordering). • Controls for the room includes: o System start button o System off button with confirmation screen o Auto shutdown (configurable from technician page) o Up to eight presets for room lighting controls AVI-SPL LLC Proposal #: 451682-5 7 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved o Individual lighting controls (configurable from technician page) o Video source routing control o Breakaway audio routing control o Display power control (configurable from technician page) o Program audio level control (up/down/mute) o Speech audio level control (up/down/mute) o Audio preset recall upon system shutdown o Microphone mix controls (configurable from technician page) Podiums/Lecterns Each half of the divisible room shall have a custom podium/lectern (to be coordinated with owner & architect). Cost for these pieces of furniture have been included in the proposal. Scope of Work – Software Integration A control system will be provided to activate many necessary user needs. This greatly reduces the complexities of operating an integrated A/V system and facilitates greater system utilization and an enhanced meeting experience. User Experience Developing a unique system based upon the end users’ needs and an understanding of how the space will be utilized has led AVI-SPL to identify three styles of user and room interactions: Autopilot, Co-Pilot, and Pilot. These styles range from the user who wants to use technology transparently, to the person who wants to control every aspect of collaboration. Based on the design requirements, AVI-SPL has selected the following user experience for this room: Pilot This is a fully user driven room experience. User interaction is required for most system features, and a user interface is required. Automation in this experience is minimal, and typically limited to core events to shut down the room to reduce power consumption and preserve equipment life. Use and function for this experience commonly includes spaces designed for mixed use, training rooms, and control rooms. The goal of this automation level is for end users to be in control. The user will direct the room when to present, dial a call, and control a device. For more specific information about the chosen automation design and use cases, please refer to the User Experiences section of the AVI-SPL Programming Functionality Statements document. User Interface A user interface will facilitate advanced system operation. The following user interface(s) will be used for this system: • The touch screen graphical user interface will be a custom solution specifically for this project. This custom solution will require coordination meetings with AVI-SPL to design, submit and approve prior to completing all control code creation. Please reference the Custom User Interface scope of work document for specific details on this option. o AVI-SPL will provide the layout and the functionality of each button for each user page of the touch screen to the Customer prior to implementation for client input and final client approval. • All specified equipment in the proposal will be incorporated into the control system. As part of the programming process, AVI-SPL will provide the layout and the functionality of each button to the Customer prior to implementation for input and final approval. AVI-SPL LLC Proposal #: 451682-5 8 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved System Events As part of the control system programming, many system level events can be monitored and acted upon. The following system events will be included in this system: Scheduled Events It is often desired for the control system to take action at a certain time of day or week. AVI-SPL can accommodate these requirements through software integration. The final triggers and actions will be discussed between the customer and programmer. For more specific information about the chosen system events, please refer to the System Events section of the AVI-SPL Programming Functionality Statements document. Environmental Controls As part of the control system programming, any available environmental controls can be incorporated into the control system. The following environmental controls will be included in this system: Lighting AVI-SPL will program the control system to tally/recall presets already programmed in the Customer provided interfaces by others for lighting. The Customer will provide and install any interfaces for lighting controls. Specific interface models must be coordinated with AVI-SPL prior to integration. SY02 – Children’s Activity Room, Comfort Applies to: Rms 147 & 150 Design Narrative The Children’s Activity Room and Comfort room’s A/V system will share the same headend equipment. The Children’s Activity Room will have a projector and OFOI (owner furnished, owner installed) projection screen for viewing video content within the space. The Comfort room will have a 55” display for viewing video content within the space. The shared video sources include a wireless presentation gateway, an HDMI wall plate connection in the Children’s Activity Room, and a PTZ camera in the Children’s Activity Room. A media presentation lecture capture and streaming system will capture the room and automatically upload the completed capture file once the session is complete. The Children’s Activity Room will have a wall plate with two wired microphone connections. A total of four wired handheld microphones, four desktop microphone stands, and four floor microphone stands are shared between the multipurpose room and the children’s activity room. The system includes one handheld wireless microphone and one lavalier wireless microphone. In-ceiling speakers will support program audio and local speech reinforcement in both rooms. A portable wireless hearing assist system will be available to meet the needs of the hearing impaired. A 14RU millwork rack will be provided by AVI-SPL which will store the headend A/V equipment for this system. Both rooms will have a 7” touch panel that will be used for system control. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. AVI-SPL LLC Proposal #: 451682-5 9 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Display(s) The following display devices will be integrated into the system: • (1) video projector(s) for displaying video content within the Children’s Activity Room. The projector(s) shall have a native resolution of 1920 x 1200 pixels, and a manufacturer rated brightness of 6000 ANSI lumens. • (1) OFE recess mounted, motorized operation, projection screen(s). Based off of drawings, the screen(s) is assumed to be tab- tensioned in a 16:9 widescreen format with a diagonal viewing surface of 119”. o A low voltage interface shall be provided by other with the motorized projection screen for remote operation. • (1) 55” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. Source Equipment and Interfaces The following sources will facilitate end user laptop connections: • (1) HDMI connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the local millwork rack. The following sources will facilitate audio device connections: • (2) XLR connection(s) located at the wall for wired microphone connectivity. o Others to provide electrical box and conduit to the local millwork rack. • (1) Bluetooth wall plate located at the wall for compatible device connectivity. o Others to provide electrical box and conduit to the local millwork rack. The following source devices will be integrated into the system: • (1) wireless presentation gateways, located in the equipment rack. • (1) PTZ camera, located at the wall. o Others to provide electrical box and conduit to the local millwork rack. Wall plates and camera will be white in color. Routing and Switching The following video routing and switching devices will be integrated into the system: • A presentation switcher located in the equipment rack. The presentation switcher will route all video signals and embedded audio throughout the system. • A media presentation lecture capture and streaming system will be located in the equipment rack. This system will capture the space and will be able to automatically upload the completed capture file after completion of the session. Audio The following audio devices will be integrated into the system: • A digital signal processor (DSP) will support all audio sources. All microphones used for conferencing shall utilize a dedica ted acoustical echo canceling (AEC) channel per microphone element in the DSP. See the Conferencing section for more detailed information regarding audio or video conferencing. • The following microphone(s) will support local voice reinforcement within the space. o (1) Handheld wireless microphone(s). The microphone(s) will be black in color. o (1) Lavalier wireless microphone(s). The microphone(s) will be black in color. AVI-SPL LLC Proposal #: 451682-5 10 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved ▪ The handheld and the bodypack microphone cannot be used at the simultaneously; only one can be used at any given time. • (7) ceiling speakers will support playback of program audio. The speakers will be white in color. o (6) of these speakers will be in the Children’s Activity Room and the remaining speaker will be located in the Comfort room. Conferencing No conferencing equipment will be integrated into this system. Equipment Rack and Accessories Equipment will be installed in the following locations: • A 14RU millwork equipment rack will house all racked equipment. The rack will be located in the millwork of the Children’s Activity Room. o AVI-SPL shall provide the required minimum dimensions for the equipment rack. o A power conditioner or surge protector will be installed in the A/V rack to protect all racked equipment. Control System and Accessories A control processor will be installed to enable various functions throughout the system. Please refer to the Software Integration section for more detailed information about system control. • The control processor will be located in the equipment rack. • (2) wired touch screen interfaces with a 7” screen size will be located at the wall in the Children’s Activity Room. The touch screens will be either black or white in color (to be determined with owner & architect before ordering). o AVI-SPL assumes both rooms will have 7” touch panels based off of consultant’s equipment list. If the Comfort room shall have a button panel as shown in the AV System Drawings, a change order will be required. • Controls for the rooms includes: o System start button o System off button with confirmation screen o Auto shutdown (configurable from technician page) o Up to eight presets for room lighting controls o Individual lighting controls (configurable from technician page) o Video source routing control o Breakaway audio routing control o Projector power control (configurable from technician page) o Projection screen up/down control (configurable from technician page) o Program audio level control (up/down/mute) o Speech audio level control (up/down/mute) o Audio preset recall upon system shutdown o Camera PTZ controls o Four to six camera presets (names and positions will be configurable from technician page) AVI-SPL LLC Proposal #: 451682-5 11 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Scope of Work – Software Integration A control system will be provided to activate many necessary user needs. This greatly reduces the complexities of operating an integrated A/V system and facilitates greater system utilization and an enhanced meeting experience. User Experience Developing a unique system based upon the end users’ needs and an understanding of how the space will be utilized has led AVI-SPL to identify three styles of user and room interactions: Autopilot, Co-Pilot, and Pilot. These styles range from the user who wants to use technology transparently, to the person who wants to control every aspect of collaboration. Based on the design requirements, AVI-SPL has selected the following user experience for this room: Pilot This is a fully user driven room experience. User interaction is required for most system features, and a user interface is required. Automation in this experience is minimal, and typically limited to core events to shut down the room to reduce power consumption and preserve equipment life. Use and function for this experience commonly includes spaces designed for mixed use, training rooms, and control rooms. The goal of this automation level is for end users to be in control. The user will direct the room when to present, dial a call, and control a device. For more specific information about the chosen automation design and use cases, please refer to the User Experiences section of the AVI-SPL Programming Functionality Statements document. User Interface A user interface will facilitate advanced system operation. The following user interface(s) will be used for this system: • The touch screen graphical user interface will be a custom solution specifically for this project. This custom solution will require coordination meetings with AVI-SPL to design, submit and approve prior to completing all control code creation. Please reference the Custom User Interface scope of work document for specific details on this option. o AVI-SPL will provide the layout and the functionality of each button for each user page of the touch screen to the Customer prior to implementation for client input and final client approval. • All specified equipment in the proposal will be incorporated into the control system. As part of the programming process, AVI-SPL will provide the layout and the functionality of each button to the Customer prior to implementation for input and final approval. System Events As part of the control system programming, many system level events can be monitored and acted upon. The following system events will be included in this system: Scheduled Events It is often desired for the control system to take action at a certain time of day or week. AVI-SPL can accommodate these requirements through software integration. The final triggers and actions will be discussed between the customer and programmer. For more specific information about the chosen system events, please refer to the System Events section of the AVI-SPL Programming Functionality Statements document. AVI-SPL LLC Proposal #: 451682-5 12 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Environmental Controls As part of the control system programming, any available environmental controls can be incorporated into the control system. The following environmental controls will be included in this system: Lighting AVI-SPL will program the control system to tally/recall presets already programmed in the Customer provided interfaces by others for lighting. The Customer will provide and install any interfaces for lighting controls. Specific interface models must be coordinated with AVI-SPL prior to integration. SY03/SY06/SY11 – Youth Study/Study/Director Applies to: Rms 145, 212, 235 Design Narrative The Youth Study, Study, and Director A/V systems will have a 55” display for viewing video content within the space. The video sources include a wireless presentation gateway and an HDMI & USB-C wall plate connection. A multifunction soundbar will support laptop videoconferencing using either the USB-C or a USB-B wall plate connections. All equipment will be mounted behind the display. The system will have a button panel located at the wall that will be used for system control. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Display(s) The following display devices will be integrated into the system: • (1) 55” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. Source Equipment and Interfaces The following sources will facilitate end user laptop connections: • (1) HDMI connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. • (1) USB-B connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in conjunction with the HDMI connection for access to the video bar’s videoconferencing peripherals. • (1) USB-C connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in place of the HDMI and USB-B connection for both displaying content to the display and access to the video bar’s videoconferencing peripherals. AVI-SPL LLC Proposal #: 451682-5 13 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved The following source devices will be integrated into the system: • (1) wireless presentation gateways, located in the equipment rack. Wall plates will be white in color. Routing and Switching The following video routing and switching devices will be integrated into the system: • A collaboration switcher located behind the display. The collaboration switcher will route all video signals and conferencing audio throughout the system. • The display’s input will be switched by the control system to choose between the laptop connection and wireless presentation gateway. Audio The following audio devices will be integrated into the system: • An all-in-one type, multifunction video bar with integrated speakers, microphone, and camera will support playback and conferencing audio. The soundbar will be located below the display. The soundbar will be black in color. Conferencing The following conferencing devices will be integrated into the system: • USB audio and video connections will facilitate Bring Your Own Device (BYOD) conferencing for user laptops. The signals for these devices will be USB 2.0 due to cable length limitations for USB 3.0. • A camera built into the multifunction soundbar will capture in-room participants. • Audio for BYOD conferencing will utilize the provided multifunction soundbar. Equipment Rack and Accessories All equipment will be mounted behind the display. Control System and Accessories A control processor will be installed to enable various functions throughout the system. • A wall mounted button panel will act as the control processor. • Controls for the room includes: o Power on/off o Source selection o Volume control of display’s audio output to soundbar SY04/SY07 – Teen Study/Study Applies to: Rms 143, 213 Design Narrative The Teen Study and Study A/V systems will have a 55” display for viewing video content within the space. The video source for this system is an HDMI & USB-C wall plate connection. A multifunction soundbar will support laptop videoconferencing using AVI-SPL LLC Proposal #: 451682-5 14 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved either the USB-C or a USB-B wall plate connections. All equipment will be mounted behind the display. The system will have a button panel located at the wall that will be used for system control. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Display(s) The following display devices will be integrated into the system: • (1) 55” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. Source Equipment and Interfaces The following sources will facilitate end user laptop connections: • (1) HDMI connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. • (1) USB-B connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in conjunction with the HDMI connection for access to the video bar’s videoconferencing peripherals. • (1) USB-C connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in place of the HDMI and USB-B connection for both displaying content to the display and access to the video bar’s videoconferencing peripherals. Wall plates will be white in color. Routing and Switching The following video routing and switching devices will be integrated into the system: • A collaboration switcher located behind the display. The collaboration switcher will route all video signals and conferencing audio throughout the system. Audio The following audio devices will be integrated into the system: • An all-in-one type, multifunction video bar with integrated speakers, microphone, and camera will support playback and conferencing audio. The soundbar will be located below the display. The soundbar will be black in color. AVI-SPL LLC Proposal #: 451682-5 15 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Conferencing The following conferencing devices will be integrated into the system: • USB audio and video connections will facilitate Bring Your Own Device (BYOD) conferencing for user laptops. The signals for these devices will be USB 2.0 due to cable length limitations for USB 3.0. • A camera built into the multifunction soundbar will capture in-room participants. • Audio for BYOD conferencing will utilize the provided multifunction soundbar. Equipment Rack and Accessories All equipment will be mounted behind the display. Control System and Accessories A control processor will be installed to enable various functions throughout the system. • A wall mounted button panel will act as the control processor. • Controls for the room includes: o Power on/off o Volume control of display’s audio output to soundbar SY05 – Teen Seating Applies to: Rm 142 Design Narrative The Teen Seating A/V system will have a 65” display for viewing video content within the space. The video source for this system is an HDMI & USB-C wall plate connection. A multifunction soundbar will support laptop videoconferencing using either the USB- C or a USB-B wall plate connections. All equipment will be mounted behind the display. The system will have a button panel located at the wall that will be used for system control. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Display(s) The following display devices will be integrated into the system: • (1) 65” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. AVI-SPL LLC Proposal #: 451682-5 16 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Source Equipment and Interfaces The following sources will facilitate end user laptop connections: • (1) HDMI connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. • (1) USB-B connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in conjunction with the HDMI connection for access to the video bar’s videoconferencing peripherals. • (1) USB-C connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in place of the HDMI and USB-B connection for both displaying content to the display and access to the video bar’s videoconferencing peripherals. Wall plates will be white in color. Routing and Switching The following video routing and switching devices will be integrated into the system: • A collaboration switcher located behind the display. The collaboration switcher will route all video signals and conferencing audio throughout the system. Audio The following audio devices will be integrated into the system: • An all-in-one type, multifunction video bar with integrated speakers, microphone, and camera will support playback and conferencing audio. The soundbar will be located below the display. The soundbar will be black in color. Conferencing The following conferencing devices will be integrated into the system: • USB audio and video connections will facilitate Bring Your Own Device (BYOD) conferencing for user laptops. The signals for these devices will be USB 2.0 due to cable length limitations for USB 3.0. • A camera built into the multifunction soundbar will capture in-room participants. • Audio for BYOD conferencing will utilize the provided multifunction soundbar. Equipment Rack and Accessories All equipment will be mounted behind the display. Control System and Accessories A control processor will be installed to enable various functions throughout the system. • A wall mounted button panel will act as the control processor. • Controls for the room includes: o Power on/off o Volume control of display’s audio output to soundbar AVI-SPL LLC Proposal #: 451682-5 17 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved SY08 – Collab Instruction Applies to: Rm 211 Design Narrative The Collab Instruction A/V system will have an 85” display for viewing video content within the space. The video sources include a wireless presentation gateway and an HDMI/USB-C wall plate connection. A multifunction soundbar will support laptop videoconferencing using either the USB-C or a USB-B wall plate connections. All equipment will be mounted behind the display. The system will have a button panel located at the wall that will be used for system control. A custom lectern will be provided by AVI-SPL; exact podium/lectern to be coordinated with the owner and architect within the allotted budget. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Display(s) The following display devices will be integrated into the system: • (1) 85” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. Source Equipment and Interfaces The following sources will facilitate end user laptop connections: • (1) HDMI connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. • (1) USB-B connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in conjunction with the HDMI connection for access to the video bar’s videoconferencing peripherals. • (1) USB-C connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in place of the HDMI and USB-B connection for both displaying content to the display and access to the video bar’s videoconferencing peripherals. The following source devices will be integrated into the system: • (1) wireless presentation gateways, located in the equipment rack. Wall plates will be white in color. Routing and Switching The following video routing and switching devices will be integrated into the system: • A collaboration switcher located behind the display. The collaboration switcher will route all video signals and conferencing audio throughout the system. AVI-SPL LLC Proposal #: 451682-5 18 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved • The display’s input will be switched by the control system to choose between the laptop connection and wireless presentation gateway. Audio The following audio devices will be integrated into the system: • An all-in-one type, multifunction video bar with integrated speakers, microphone, and camera will support playback and conferencing audio. The soundbar will be located below the display. The soundbar will be black in color. Conferencing The following conferencing devices will be integrated into the system: • USB audio and video connections will facilitate Bring Your Own Device (BYOD) conferencing for user laptops. The signals for these devices will be USB 2.0 due to cable length limitations for USB 3.0. • A camera built into the multifunction soundbar will capture in-room participants. • Audio for BYOD conferencing will utilize the provided multifunction soundbar. Equipment Rack and Accessories All equipment will be mounted behind the display. Control System and Accessories A control processor will be installed to enable various functions throughout the system. • A wall mounted button panel will act as the control processor. • Controls for the room includes: o Power on/off o Source selection o Volume control of display’s audio output to soundbar Lectern The room shall have a custom lectern (to be coordinated with owner & architect). Cost for this piece of furniture has been included in the proposal. • During pre-bid meeting, it was stated that $5k would be budgeted for each podium/lectern and that the total budget would be $15k. The room descriptions in the scope of work document only called out lecterns for the multipurpose room, so it has been assumed that the third lectern would be for this space. SY09 – Break Applies to: Rm 238 Design Narrative The Break A/V system will have a 55” display for viewing video content within the space. The video source for this system will be an Apple TV (alternative streaming player can be coordinated with owner). All equipment will be mounted behind the display. The system will have a button panel located at the wall that will be used for system control. AVI-SPL LLC Proposal #: 451682-5 19 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Display(s) The following display devices will be integrated into the system: • (1) 55” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. Source Equipment and Interfaces The following source devices will be integrated into the system: • An AppleTV, located behind the display. Audio AVI-SPL will utilize the speakers built into the display for program audio. Equipment Rack and Accessories All equipment will be mounted behind the display. Control System and Accessories A control processor will be installed to enable various functions throughout the system. • A wall mounted button panel will act as the control processor. • Controls for the room includes: o Power on/off o Volume control SY10 – Boardroom Applies to: Rm 237 Design Narrative The Boardroom A/V system will have a 65” display for viewing video content within the space. The video sources include a wireless presentation gateway and HDMI/USB-C connections located in a cable cubby. A multifunction soundbar will support laptop videoconferencing using either the USB-C or a USB-B connections located in a cable cubby. All equipment will be mounted behind the display. The system will have a button panel located at the wall that will be used for system control. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** AVI-SPL LLC Proposal #: 451682-5 20 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Display(s) The following display devices will be integrated into the system: • (1) 65” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. Source Equipment and Interfaces The following sources will facilitate end user laptop connections: • (1) HDMI connection(s) located at the table for laptop connectivity. o Others to provide electrical box and conduit to the display back box. • (1) USB-B 2.0 connection(s) located at the table for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in conjunction with the HDMI connection for access to the video bar’s videoconferencing peripherals. • (1) USB-C 3.0 connection(s) located at the table for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in place of the HDMI and USB-B connection for both displaying content to the display and access to the video bar’s videoconferencing peripherals. The following source devices will be integrated into the system: • (1) wireless presentation gateways, located in the equipment rack. Wall plates will be white in color. Routing and Switching The following video routing and switching devices will be integrated into the system: • A collaboration switcher located under the table. The collaboration switcher will route all video signals and conferencing audio throughout the system. HDMI and USB 3.0 extenders will be provided to extend table connections to the display location. • The display’s input will be switched by the control system to choose between the laptop connection and wireless presentation gateway. Audio The following audio devices will be integrated into the system: • An all-in-one type, multifunction video bar with integrated speakers, microphone, and camera will support playback and conferencing audio. The soundbar will be located below the display. The soundbar will be black in color. AVI-SPL LLC Proposal #: 451682-5 21 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Conferencing The following conferencing devices will be integrated into the system: • USB audio and video connections will facilitate Bring Your Own Device (BYOD) conferencing for user laptops. • A camera built into the multifunction soundbar will capture in-room participants. • Audio for BYOD conferencing will utilize the provided multifunction soundbar. Equipment Rack and Accessories All equipment will be mounted behind the display and underneath the table. Control System and Accessories A control processor will be installed to enable various functions throughout the system. • A wall mounted button panel will act as the control processor. • Controls for the room includes: o Power on/off o Source selection o Volume control of display’s audio output to soundbar SY12 – Digital Signage Applies to: Rms 100, (2) 120, 200, 234 Design Narrative The Digital Signage A/V system will have five 55” displays for viewing owner-provided/managed video content within the space. Each display will have a dedicated BrightSign player mounted behind the display. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Display(s) The following display devices will be integrated into the system: • (5) 55” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions. Source Equipment and Interfaces The following source devices will be integrated into the system: • (5) BrightSign players, located behind the displays. o A 32GB SD card will be provided for each player to store content locally to the BrightSign players. AVI-SPL LLC Proposal #: 451682-5 22 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Audio AVI-SPL will utilize the speakers built into the display for program audio. Equipment Rack and Accessories All equipment will be mounted behind the display. Control System and Accessories A control system will not be provided as part of this system. Control of the system will be provided through the manufacturer’s remote controls or interfaces. • If display supports scheduled on/off, this will be configured by AVI-SPL. SY13 – Portable Equipment Equipment List AVI-SPL will turn over the following loose equipment to the customer after verifying functionality: • (2) 55” displays on mobile carts with wireless presentation gateways • (1) wireless hearing assist system with (4) adult neck loops and (4) child neck loops • (4) wired handheld microphones with (4) 25’ cables. • (4) desktop microphone stands • (4) floor microphone stands • (1) portable wireless microphone system that includes (2) rechargeable speakers with stands, a 3.5mm aux cable, and a handheld wireless microphone, a built-in wireless receiver on one of the speakers, and a cable to provide audio from the primary speaker to the secondary speaker Add/Alt #2 (3) SY07 – Study Applies to: Rms 215, 216, 217 Design Narrative This add/alt is duplicating the SY07 – Study system for rooms 215 – 217. The Study A/V systems will have a 55” display for viewing video content within the space. The video source for this system is an HDMI & USB-C wall plate connection. A multifunction soundbar will support laptop videoconferencing using either the USB-C or a USB-B wall plate connections. All equipment will be mounted behind the display. The system will have a button panel located at the wall that will be used for system control. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. AVI-SPL LLC Proposal #: 451682-5 23 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Display(s) The following display devices will be integrated into the system: • (1) 55” flat panel display(s) for displaying video content within the Comfort room. o Display(s) will be wall mounted in the location(s) specified in the project drawing package. o An in-wall box will be provided and installed by the E.C. per the manufacturer’s instructions to house any AV equipment mounted behind the display. The E.C. is to wire AC power into the box per the manufacturer’s instructions . Source Equipment and Interfaces The following sources will facilitate end user laptop connections: • (1) HDMI connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. • (1) USB-B connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in conjunction with the HDMI connection for access to the video bar’s videoconferencing peripherals. • (1) USB-C connection(s) located at the wall for laptop connectivity. o Others to provide electrical box and conduit to the display back box. o Can be used in place of the HDMI and USB-B connection for both displaying content to the display and access to the video bar’s videoconferencing peripherals. Wall plates will be white in color. Routing and Switching The following video routing and switching devices will be integrated into the system: • A collaboration switcher located behind the display. The collaboration switcher will route all video signals and conferencing audio throughout the system. Audio The following audio devices will be integrated into the system: • An all-in-one type, multifunction video bar with integrated speakers, microphone, and camera will support playback and conferencing audio. The soundbar will be located below the display. The soundbar will be black in color. Conferencing The following conferencing devices will be integrated into the system: • USB audio and video connections will facilitate Bring Your Own Device (BYOD) conferencing for user laptops. The signals for these devices will be USB 2.0 due to cable length limitations for USB 3.0. • A camera built into the multifunction soundbar will capture in-room participants. • Audio for BYOD conferencing will utilize the provided multifunction soundbar. Equipment Rack and Accessories All equipment will be mounted behind the display. AVI-SPL LLC Proposal #: 451682-5 24 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Control System and Accessories A control processor will be installed to enable various functions throughout the system. • A wall mounted button panel will act as the control processor. • Controls for the room includes: o Power on/off o Volume control of display’s audio output to soundbar Add/Alt #3 – Room Scheduling Panels (QTY: 10) Applies to: Rms 117, 143, 145, 211, 212, 213, 215, 216, 217, 237 Design Narrative This option would add room scheduling panels to the rooms listed above. These scheduling panels would be integrated with the owner’s Office 365 account to show room scheduling statuses. The panels will be 7” touch panels and will have lights on the sides to easily display status. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. Room Scheduling The following room scheduling devices will be integrated into the system: • (10) 7” room scheduling touch panels will integrate with the owner’s Office 365 account to show scheduling status of their respective rooms. o Touch panels will have lights on the side that will shine either green or red to indicate if the room is scheduled or not. o Others are responsible for providing conduit and network connection to owner’s network. o Touch panels require PoE. AVI-SPL assumes that owner’s network will provide PoE to touch panels. If PoE injectors need to be provided, a change order will be required. Add/Alt #4 – PA System Design Narrative A public address (PA) system will be installed on both floors of the library. Each floor will have a paging station and touch panel or paging controls. Headend equipment will be located in shared, OFE IT equipment racks. ** Please see the “Environmental Considerations” and “Customer Responsibilities” sections of this document for required room properties and deployment best practices. ** Scope of Work – Hardware Integration This section describes hardware installation and general functionality or specifications. All equipment provided and installed by AVI-SPL unless otherwise specified. AVI-SPL LLC Proposal #: 451682-5 25 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Public Address The following audio devices will be integrated into the system: • A digital signal processor (DSP) will support (2) paging stations and (7) paging zones. Audio signals will be routed via Dante. o This proposal assumes that there aren’t any life safety systems needing to be • (2) paging stations will provide both live paging and up to (10) pre-recorded messages (up to 50 minutes long combined) to either individual zones or the entire building. Paging stations will be black in color and can be used as either tabletop devices or wall mounted devices (locations to be determined). o Paging stations will connect to an A/V network switch located in the IDF on the same floor. Paging stations will be powered using PoE+. o Paging stations will be PIN protected to prevent unauthorized use. • (82) ceiling speakers will support playback of pages from the PA system. Ceiling speakers will be white in color. Pendant speakers will be black in color. o (24) of the speakers will be Dante-enabled, 6.5” ceiling speakers that can feed up to (3) non-Dante-enabled speakers each. o (6) of the speakers will be Dante-enabled, 6.5” pendant speakers that can feed up to (3) non-Dante-enabled speakers each. o (16) of the speakers will be Dante-enabled, 5.25” ceiling speakers that can feed up to (3) non-Dante-enabled speakers each. o (36) of the speakers will be 6.5” ceiling speakers driven from Dante-enabled speakers using a direct connection. o Dante-enabled speakers will connect to an A/V network switch located in the IDF on the same floor and will be powered from the switch. Normal speakers connect to the Dante-enabled speakers using speaker cable. o Conduit and other cable pathway for speakers to be provided and installed by others. o AVI-SPL assumes deck heights are no taller than 14’. If taller, a change order will be required for a lift rental and additional labor to be covered. Equipment Rack and Accessories Equipment will be installed in the following locations: • OFE equipment racks will be shared with other customer IT hardware. Racks will be located in the first and second floor IDF closets. o AVI-SPL shall provide the required minimum rack units needed to hold all equipment. o A power conditioner or surge protector will be installed in the A/V rack to protect all racked A/V equipment. Control System and Accessories A control processor will be installed to enable various functions throughout the system. Please refer to the Software Integration section for more detailed information about system control. • The control processor will be located in the equipment rack on the first floor. • (2) wired touch screen interfaces with a 10” screen size will be located at the wall (one per floor, locations to be determined). The touch screens will be black in color. The touch screens will be PIN-protected to prevent unauthorized use. o Controls include: ▪ Manual paging preset recall (up to 10) • Presets will recall commonly used pre-recorded messages and zone combinations. AVI-SPL LLC Proposal #: 451682-5 26 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Network and Network Security The integration of Audio-Visual hardware can consist of many different devices and systems, each with varying network requirements, impacts to traffic and routing, and unique management and security processes. AVI-SPL will work with The City of Anna’s identified stakeholders to properly assess network requirements and deployment considerations. AVI-SPL will design the system to meet identified network requirements and will provide construction drawings and a list of devices before installation on site. At the time of installation, AVI-SPL will connect devices according to the documented system design and identified network requirements. The following network design is being followed for this project: Hybrid AV/Client Network Hardware that does not require integration to the client network can be completely isolated from the client network. • The control system, touch panel, and audio video transport devices that carry Ethernet control reside in their own wired netw ork. • Hardware that requires integration with the owner network will be connected directly to the owner network. Examples: control system for monitoring, video conference codec, 3rd party SIP device. • Systems for monitoring, control, scheduling, and other, is provided by services residing in the "Cloud", external to the owne r’s network. In this type of deployment data will need to traverse the owner network. ** Please see the “Customer Responsibilities” and “Software Licenses and Service Accounts” sections of this document for deployment best practices and installation requirements. Additional information regarding specific applicable processes and procedures can be referenced in the “AVI-SPL Network and Security” addendum to this document. ** Assumptions • AVI-SPL assumes the Comfort room will have a 7” touch panel based off of consultant’s equipment list. If the Comfort room shall have a button panel as shown in the AV System Drawings, a change order will be required. • AVI-SPL assumes that owner’s network will provide PoE to room scheduling touch panels. If PoE injectors need to be provided, a change order will be required. • AVI-SPL assumes that all button panel controllers will be connected to owner’s PoE network using network drops provided by others. If devices are not to be connected to the owner’s network or if PoE injectors need to be provided , a change order will be required. • AVI-SPL assumes that ceiling heights are no taller than 12' high. If higher than 12', a change order will be required to include a lift. Customer Responsibilities These are items that AVI-SPL is dependent upon to complete the project scope of work on time, however, these requirements and responsibilities are not provided by AVI-SPL. For a complete list of exclusions, please refer to the Integration Inclusions and Exclusions section of this proposal. These requirements must be provided by the owner or other 3rd parties and may fall under the responsibility of an Architect, General Contractor, Electrical Contractor, Data Contractor, Security Contractor, Furniture/Millwork Contractor, IT departments, Facilities or Real Estate groups. • All required backing and any other wall reinforcement required to safely accommodate displays. Any display wall shall be properly backed to withstand the weight of the display with a safety factor of at least 5:1. • All AC power at the equipment locations, including hardwired power connections . AVI-SPL LLC Proposal #: 451682-5 27 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved • All required conduit for low voltage cable paths to AV equipment. • All ceiling work required to accommodate the projectors, projection screens, or other equipment . • All required millwork modifications to tables or other millwork . • Proper heat dissipation venting for the equipment in this system. Where convection cooling is not possible, a powered venting system with thermostatically controlled quiet fans. • All required network configuration for any network connection to the client network. • All software or hardware licenses not specifically provided in this scope of work or associated bill of materials . • All software or hardware configuration for owner furnished equipment. • Where VoIP is utilized, all required configuration information prior to installation. • All cable/satellite/over-the-air TV connections and all associated hardware. Site Readiness The minimum acceptable site conditions of the project site for the installation of electronic equipment are as follows. • The rooms and directly adjacent areas into which the equipment will be installed must be dust -free with floor, ceiling, and wall finishes to be completely installed in the rooms affected by the equipment. • The rooms into which the equipment will be installed must be secure. • All Electrical power, conduit systems, HVAC systems, IT requirements (wired or wireless services), communication circuits, an d or other services required by the systems and equipment should be fully installed, energized, and configured for use. • All furniture into which components of the equipment will be installed shall be present at the time of staging and/or installation . • All telephone, POTS, VOIP, modem, PRI, data, LAN, and telecommunications connections are installed, fully tested, and active. • Configuration of OFE networks, applications, servers, and services to provide interoperation with installed systems. • Coordination and timely IT support and documentation (such as providing IP addresses or account credentials). Software Licenses and Service Accounts Supervised or direct access to systems must be provided as needed for a properly provisioned and licensed account where appropriate. Examples include Zoom Rooms activation codes, Microsoft Teams accounts, calendar service account, and more. • The customer may decide not to provide credentials to AVI-SPL, and to provision the installed hardware themselves. In this case AVI- SPL will be unable to fully test the system before receiving sign-off for the installation. All system components will be tested individually to ensure proper stand-alone function, and project sign-off will be requested before technicians leave site. • If AVI-SPL is unable to properly commission and test the system at the time of installation due to issues with access, an additional site visit may be required. Any additional visits will be billed at the standard contracted labor rate, provided Customer i s at fault and approves additional cost in advanced and in writing, scheduling will be done on a best effort basis. Room Environmental Considerations To maximize the user experience in a conferencing room, the following parameters should be observed: • The room should have a measured ambient noise level of no more than NC35. For new spaces, the design parameters for the mechanical engineering within the room should have a target NC of 35 or less. Ambient noise includes noise from the air handl ing systems, mechanical systems, and noises outside the building. Noise levels above this specification adversely affects the meeting environment and may degrade the overall audio quality and intelligibility of a conference call. This is especially important when ceiling microphones are utilized. If a problem is identified with ambient noise levels, AVI -SPL can work with your mechanical engineer to identify possible solutions to lower the NC rating and improve the meeting experience. AVI-SPL LLC Proposal #: 451682-5 28 | P a g e This Entire Document and all information (including drawings, specifications, and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved • Reverberation time (T60) for typical conference rooms should be less than 0.6 seconds in the 125 - 4000 Hz octave bands to provide an optimum meeting experience and acceptable audio quality in a conference call. A significant number of hard surfaces in a r oom (glass, drywall, or other surfaces) can adversely affect audio intelligibility and the meeting experience overall. Acoustic t reatment is advised for rooms with higher T60 levels. If the room requires acoustical treatment, AVI-SPL can provide direction and solutions to overcome this issue and enhance the meeting experience for the participants. • Evenly distributed lighting is important for videoconferencing applications. Lighting on the faces of the participants should be at least 40-foot candles and should be evenly distributed throughout the camera’s field of view. Where the camera’s field of vi ew includes windows, recommended window treatment should be employed to provide an acceptable background for the camera to view the participants. • When microphones are used for local voice reinforcement, the amount of available gain before feedback is dependent on the microphone’s location within the room. Placement of the microphone immediately below a ceiling speaker may adversely affect t he overall required audio level and cause feedback. Care should be taken to reduce the volume level of the microphone or locate the microphone(s) correctly to minimize the possibility of feedback. AVI-SPL LLC Proposal #: 451682-5 29 | P a g e Equipment List Room Summary - Multi-Purpose Room / MDF (SY01) Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 2PLANAR SYSTEMS PLA9983263 $22,995.40LCD, 98" 4K/UHD 500NIT 322LB LED SPKS 24/7 3YR-WAR (URP98) $11,497.70 2CHIEFCHIXTM1U $480.46MOUNT, FUSION MICRO-ADJ TILT WALL MOUNT, EXTRA LARGE $240.23 SOURCE DEVICES 2MERSIVEMERSP8100E1 $2,015.74SOLSTICE POD GEN3 SGE ENTRPRISE W/1 YR SUBSCRIPTION $1,007.87 2MERSIVEMERSP8301E $41.36POWER SUPPLY, SOLSTICE POD GEN3 $20.68 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60138101 $10,643.68MAXTRIX SWITCHER, DTP CROSSPOINT 108 4K PREAMP OUTOUT W/O AM $10,643.68 4EXTRON ELECTRONICS EXT60142153 $1,885.04DTP TRANSMITTER,HDMI DECORA WALLPLATE - WHITE 330' $471.26 2EXTRON ELECTRONICS EXT60133113 $747.12EXTENDER, DTP HDMI 4K 330 - RECEIVER $373.56 SPEECH REINFORCEMENT SYSTEM/AUDIO CONFERENCING 4EXTRON ELECTRONICS EXT60151712 $2,275.88AUDIO INTERFACE, 2-IN/2-OUT W/DANTE- DECORA WP(BLK) $568.97 1SHURESHUMXWAPT8Z10 $2,912.24TRANSCEIVER, 8-CH ACCESS POINT $2,912.24 2SHURESHUMXW1OZ10 $954.36TRANSMITTER, BODYPACK W/INTERGRATED OMNIDIRECTIONAL MICROPHO $477.18 2SHURESHUMX185 $375.64MICROPHONE, WIRED LAVALIER CARDIOID $187.82 2SHURESHUMXW2SM58Z10 $932.52TRANSMITTER, HANDHELD W/ SM58 MICROPHONE $466.26 1SHURESHUMXWNCS8 $1,517.82CHARGING STATION, 8CH NETWORKED $1,517.82 SOUND REINFORCEMENT SYSTEM 1EXTRON ELECTRONICS EXT60130101 $793.10AMPLIFIER, 4 CHANNEL BRIDGEABLE OUTPUT $793.10 17EXTRON ELECTRONICS EXT60131003 $6,155.19SPEAKER, 6.5" 2-WAY CEILING W/8" BACK CAN&TRASFRMER (PAIR) $362.07 1BIAMP SYSTEMS BIATESIRAFORTEX1600 $4,110.34MEETING ROOM DSP 4 POE+, AVB & DANTE, 2X2 ANALOG I/O, AEC $4,110.34 1LISTEN TECHNOLOGIES CORPO LISLS31072D $1,497.24RF SYSTEM, IDSP LEVEL 2 STATIONARY W/ DANTE (72 MHZ) $1,497.24 CONTROL SYSTEM This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 30 | P a g e Room Support and Maintenance Elite Maintenance Services - Room; 12-months $4,587.25 Description QtyMfg Extended PriceModelUnit Price 1EXTRON ELECTRONICS EXT60191601A $2,643.68CONROL PROCESSOR, IP LINK PRO, QUAD CORE W/LINKLICENSE $2,643.68 2EXTRON ELECTRONICS EXT60156602 $3,712.64TOUCHPANEL, 10" WALL MOUNT TOUCHLINK PRO - BLACK $1,856.32 1NETGEARNETGSM4230P100NAS $1,086.44SWITCH, M4250 26G4F PoE PLUS MINGD SW $1,086.44 FURNITURE 2CUSTOMCUSTOM PODIUM $8,045.98CUSTOM PODIUM - COORDINATE WITH ARCHITECT & OWNER $4,022.99 RACK, PANELS, MISC. 1MIDDLE ATLANTIC MIDBGR4532AV $2,449.66RACK, FORWARD, 45 SPACE, 32" DEEP CONFIG RACK $2,449.66 1MIDDLE ATLANTIC MIDUPX2000R2 $1,396.55UPS, RACKMOUNT 2000VA 2RU $1,396.55 1MIDDLE ATLANTIC MIDPDX915R $201.72SURGE PROTECTOR, 9-OUTLET 15A NEXSYS RACKMOUNT $201.72 5MIDDLE ATLANTIC MIDU1V $195.30RACKSHELF, 1 SPACE (1 3/4")$39.06 4MIDDLE ATLANTIC MIDFWDEB1 $45.52BLANK PANEL, FORWARD 1 SPACE FLANGED, FLAT BLACK $11.38 5MIDDLE ATLANTIC MIDFWDEB2 $67.25BLANK PANEL, FORWARD 2 SPACE FLANGED, FLAT BLACK $13.45 2MIDDLE ATLANTIC MIDFWDEB4 $40.88BLANK PANEL, FORWARD 4 SPACE FLANGED, FLAT BLACK $20.44 2MIDDLE ATLANTIC MIDUD3 $250.343 SPACE (5 1/4") UTILITY DRAWER, BLACK POWDER CO $125.17 2MIDDLE ATLANTIC MIDDM $21.72NO-SLIP DRAWER MAT, FITS D, DC, TD AND UD SERIES $10.86 $80,490.81Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 31 | P a g e Equipment List Room Summary - Children's Activity Room / Comfort (SY02) Description QtyMfg Extended PriceModelUnit Price DISPLAY SURFACES 1DA-LITE SCREEN COMPANY DAL88293 OFESCREEN, 58"X 104" TENSIONED ADVANTAGE DLX ELEC HDTV DA-MAT Owner furnished, Owner installed (Owner Furnished Equipment) OFE DISPLAY DEVICES 1PANASONICPANPTFRZ60WU7 $4,626.21PROJECTOR, WUXGA 6000 LUMEN DLP 3000000:1 CONTRAST $4,626.21 1CHIEFCHIVCTUW $381.61MOUNT, XL UNIVERSAL TOOLESS, WHITE $381.61 1PLANAR SYSTEMS PLA9982889 $1,959.77LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 1CHIEFCHIMTM1U $132.18MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 SOURCE DEVICES 1MERSIVEMERSP8100E1 $1,007.87SOLSTICE POD GEN3 SGE ENTRPRISE W/1 YR SUBSCRIPTION $1,007.87 1MERSIVEMERSP8301E $20.68POWER SUPPLY, SOLSTICE POD GEN3 $20.68 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99999630200W $6,155.66CAMERA EXTENSION, ROBOSHOT 30 ONELINK BRIDGE SYSTEM (WHITE) $6,155.66 1EXTRON ELECTRONICS EXT60132401 $3,183.91H.SMP 351 H.264 STREAMING MEDIA PROCESSOR, STANDARD VERSION $3,183.91 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60151593 $7,597.70MAXTRIX SWITCHER, DTP CROSSPOINT 84 4K IPCP MA 70 $7,597.70 1EXTRON ELECTRONICS EXT60142153 $471.26DTP TRANSMITTER,HDMI DECORA WALLPLATE - WHITE 330' $471.26 2EXTRON ELECTRONICS EXT60133113 $747.12EXTENDER, DTP HDMI 4K 330 - RECEIVER $373.56 SPEECH REINFORCEMENT SYSTEM/AUDIO CONFERENCING 1SENNHEISER ELECTRONICS SENEW300G4BASECOM BOAW $1,033.45WIRELESS MICROPHONE HANDHELD / BODYPACK COMBO BASE SET $1,033.45 SOUND REINFORCEMENT SYSTEM 7EXTRON ELECTRONICS EXT60131003 $2,534.49SPEAKER, 6.5" 2-WAY CEILING W/8" BACK CAN&TRASFRMER (PAIR) $362.07 1ATTERO TECH ATTBT1 $417.24INTERFACE, WALLPLATE SINGLE GANG US BLUETOOTH $417.24 1ATTERO TECH ATTAXPIO $213.79EXPANDER, 2 CHANNEL AXIOM BUS ANALOG INPUT/OUTPUT $213.79 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 32 | P a g e Room Support and Maintenance Elite Maintenance Services - Room; 12-months $2,287.85 Description QtyMfg Extended PriceModelUnit Price 1EXTRON ELECTRONICS EXT60144911 $356.32AMPLIFIER, 70/100V MONO - 60 WATTS $356.32 CONTROL SYSTEM 2EXTRON ELECTRONICS EXT60156303 $2,643.68TOUCHPANEL, 7" WALLMOUNT TOUCHLINK PRO - WHITE $1,321.84 2EXTRON ELECTRONICS EXT60136102 $402.30INJECTOR, SINGLE PORT HIGH POWER $201.15 RACK, PANELS, MISC. 1MIDDLE ATLANTIC MIDCFR1420 $310.34RACK, 14 SPACE CABINET FRAME 20" DEEP $310.34 2MIDDLE ATLANTIC MIDPDX915R $403.44SURGE PROTECTOR, 9-OUTLET 15A NEXSYS RACKMOUNT $201.72 1LIBERTY WIRE AND CABLE LIBA01600WQ673094 $37.85RACK PLATE, 1RU FLANGED W/ ENGRAVING $37.85 1RADIO DESIGN LABS RDLDXLR2F $22.76ADAPTER PLATE, DUAL XLR 3-PIN FEMALE JACK SOLDER TYPE $22.76 1LIBERTY WIRE AND CABLE LIBA01600WQ514065 $72.14RACK PLATE, 1RU FLANGED W/ MALE XLR FOR ALS $72.14 3MIDDLE ATLANTIC MIDU1V $117.18RACKSHELF, 1 SPACE (1 3/4")$39.06 $34,848.95Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 33 | P a g e Equipment List Room Support and Maintenance Room Summary - Youth Study (SY03) Elite Maintenance Services - Room; 12-months $403.67 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982889 $1,959.77LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 1CHIEFCHIMTM1U $132.18MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 SOURCE DEVICES 1MERSIVEMERSP8100E1 $1,007.87SOLSTICE POD GEN3 SGE ENTRPRISE W/1 YR SUBSCRIPTION $1,007.87 1MERSIVEMERSP8301E $20.68POWER SUPPLY, SOLSTICE POD GEN3 $20.68 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99950707000 $1,600.34CAMERA, HUDDLESHOT (BLACK)$1,600.34 1VADDIO INC VAD8023280 $38.74EASYMIC AUDIO ADAPTER $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60179701 $1,488.51SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 RACK, PANELS, MISC. 1COMPREHENSIVE VIDEO COMWPDHDUBCAW $41.71WALLPLATE, SINGLE GANG, HDMI, USB-B 2.0, USB-C 3.0 PASS THRU $41.71 $7,082.90Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 34 | P a g e Equipment List Room Support and Maintenance Room Summary - Teen Study (SY04) Elite Maintenance Services - Room; 12-months $345.04 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982889 $1,959.77LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 1CHIEFCHIMTM1U $132.18MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99950707000 $1,600.34CAMERA, HUDDLESHOT (BLACK)$1,600.34 1VADDIO INC VAD8023280 $38.74EASYMIC AUDIO ADAPTER $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60179701 $1,488.51SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 RACK, PANELS, MISC. 1COMPREHENSIVE VIDEO COMWPDHDUBCAW $41.71WALLPLATE, SINGLE GANG, HDMI, USB-B 2.0, USB-C 3.0 PASS THRU $41.71 $6,054.35Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 35 | P a g e Equipment List Room Support and Maintenance Room Summary - Teen Seating (SY05) Elite Maintenance Services - Room; 12-months $383.33 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982891 $2,557.47LCD, 65" 4K/UHD 500NIT 84LB 1100:1 (URP65)$2,557.47 1CHIEFCHILTM1U $206.32MOUNT, MICRO ADJUST TILT WALL MOUNT, LARGE $206.32 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99950707000 $1,600.34CAMERA, HUDDLESHOT (BLACK)$1,600.34 1VADDIO INC VAD8023280 $38.74EASYMIC AUDIO ADAPTOR $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60179701 $1,488.51SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 RACK, PANELS, MISC. 1COMPREHENSIVE VIDEO COMWPDHDUBCAW $41.71WALLPLATE, SINGLE GANG, HDMI, USB-B 2.0, USB-C 3.0 PASS THRU $41.71 $6,726.19Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 36 | P a g e Equipment List Room Support and Maintenance Room Summary - Study (SY06) Elite Maintenance Services - Room; 12-months $403.66 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982889 $1,959.77LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 1CHIEFCHIMTM1U $132.18MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 SOURCE DEVICES 1MERSIVEMERSP8100E1 $1,007.87SOLSTICE POD GEN3 SGE ENTRPRISE W/1 YR SUBSCRIPTION $1,007.87 1MERSIVEMERSP8301E $20.68POWER SUPPLY, SOLSTICE POD GEN3 $20.68 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99950707000 $1,600.34CAMERA, HUDDLESHOT (BLACK)$1,600.34 1VADDIO INC VAD8023280 $38.74EASYMIC AUDIO ADAPTER $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60179701 $1,488.51SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 RACK, PANELS, MISC. 1COMPREHENSIVE VIDEO COMWPDHDUBCAW $41.71WALLPLATE, SINGLE GANG, HDMI, USB-B 2.0, USB-C 3.0 PASS THRU $41.71 $7,082.90Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 37 | P a g e Equipment List Room Support and Maintenance Room Summary - Study (SY07) Elite Maintenance Services - Room; 12-months $345.04 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982889 $1,959.77LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 1CHIEFCHIMTM1U $132.18MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99950707000 $1,600.34CAMERA, HUDDLESHOT (BLACK)$1,600.34 1VADDIO INC VAD8023280 $38.74EASYMIC AUDIO ADAPTER $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60179701 $1,488.51SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 RACK, PANELS, MISC. 1COMPREHENSIVE VIDEO COMWPDHDUBCAW $41.71WALLPLATE, SINGLE GANG, HDMI, USB-B 2.0, USB-C 3.0 PASS THRU $41.71 $6,054.35Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 38 | P a g e Equipment List Room Support and Maintenance Room Summary - Collab Instruction (SY08) Elite Maintenance Services - Room; 12-months $1,135.96 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982655 $7,959.77LCD, 85" 4K/UHD 500NIT 1200:1 (URP85)$7,959.77 1CHIEFCHIXTM1U $240.23MOUNT, FUSION MICRO-ADJ TILT WALL MOUNT, EXTRA LARGE $240.23 SOURCE DEVICES 1MERSIVEMERSP8100E1 $1,007.87SOLSTICE POD GEN3 SGE ENTRPRISE W/1 YR SUBSCRIPTION $1,007.87 1MERSIVEMERSP8301E $20.68POWER SUPPLY, SOLSTICE POD GEN3 $20.68 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99950707000 $1,600.34CAMERA, HUDDLESHOT (BLACK)$1,600.34 1VADDIO INC VAD8023280 $38.74EASYMIC AUDIO ADAPTER $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60179701 $1,488.51SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 1EXTRON ELECTRONICS EXT60133112 $373.56EXTENDER, HDMI TWISTED PAIR TRANSMITTER $373.56 1EXTRON ELECTRONICS EXT60133113 $373.56EXTENDER, DTP HDMI 4K 330 - RECEIVER $373.56 1EXTRON ELECTRONICS EXT4229801 $994.25EXTENDER, SUPERSPEED USB KIT $994.25 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 FURNITURE 1CUSTOMCUSTOM PODIUM $5,000.00CUSTOM PODIUM - COORDINATE WITH ARCHITECT & OWNER $5,000.00 RACK, PANELS, MISC. 1COMPREHENSIVE VIDEO COMWPDHDUBCAW $41.71WALLPLATE, SINGLE GANG, HDMI, USB-B 2.0, USB-C 3.0 PASS THRU $41.71 $19,932.32Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 39 | P a g e Equipment List Room Support and Maintenance Room Summary - Break (SY09) Elite Maintenance Services - Room; 12-months $172.87 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982889 $1,959.77LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 1CHIEFCHIMTM1U $132.18MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 SOURCE DEVICES 1APPLE COMPUTER APPMN873LLA $148.28APPLE TV (4K) WI-FI 64GB (3RD GEN)$148.28 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 $3,033.33Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 40 | P a g e Equipment List Room Support and Maintenance Room Summary - Boardroom (SY10) Elite Maintenance Services - Room; 12-months $570.59 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982891 $2,557.47LCD, 65" 4K/UHD 500NIT 84LB 1100:1 (URP65)$2,557.47 1CHIEFCHILTM1U $206.32MOUNT, MICRO ADJUST TILT WALL MOUNT, LARGE $206.32 SOURCE DEVICES 1MERSIVEMERSP8100E1 $1,007.87SOLSTICE POD GEN3 SGE ENTRPRISE W/1 YR SUBSCRIPTION $1,007.87 1MERSIVEMERSP8301E $20.68POWER SUPPLY, SOLSTICE POD GEN3 $20.68 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99950707000 $1,600.34CAMERA, HUDDLESHOT (BLACK)$1,600.34 1VADDIO INC VAD8023280 $38.74EASYMIC AUDIO ADAPTER $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60179701 $1,488.51SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 1EXTRON ELECTRONICS EXT60133112 $373.56EXTENDER, HDMI TWISTED PAIR TRANSMITTER $373.56 1EXTRON ELECTRONICS EXT60133113 $373.56EXTENDER, DTP HDMI 4K 330 - RECEIVER $373.56 1EXTRON ELECTRONICS EXT4229801 $994.25EXTENDER, SUPERSPEED USB KIT $994.25 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 RACK, PANELS, MISC. 1EXTRON ELECTRONICS EXT70104502 $206.90CABLE CUBBY, 500, NO AC - BLACK $206.90 1EXTRON ELECTRONICS EXT60189101 $350.57POWER MODULE, AC+USB 314 2 OUTLET $350.57 $10,011.87Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 41 | P a g e Equipment List Room Support and Maintenance Room Summary - Director (SY11) Elite Maintenance Services - Room; 12-months $403.66 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 1PLANAR SYSTEMS PLA9982889 $1,959.77LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 1CHIEFCHIMTM1U $132.18MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 SOURCE DEVICES 1MERSIVEMERSP8100E1 $1,007.87SOLSTICE POD GEN3 SGE ENTRPRISE W/1 YR SUBSCRIPTION $1,007.87 1MERSIVEMERSP8301E $20.68POWER SUPPLY, SOLSTICE POD GEN3 $20.68 VIDEO CAPTURE, STREAMING, AND CONFERENCING 1VADDIO INC VAD99950707000 $1,600.34CAMERA, HUDDLESHOT (BLACK)$1,600.34 1VADDIO INC VAD8023280 $38.74EASYMIC AUDIO ADAPTER $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 1EXTRON ELECTRONICS EXT60179701 $1,488.51SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 CONTROL SYSTEM 1EXTRON ELECTRONICS EXT60146903 $793.10MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 RACK, PANELS, MISC. 1COMPREHENSIVE VIDEO COMWPDHDUBCAW $41.71WALLPLATE, SINGLE GANG, HDMI, USB-B 2.0, USB-C 3.0 PASS THRU $41.71 $7,082.90Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 42 | P a g e Equipment List Room Support and Maintenance Room Summary - Digital Signage (SY12) Elite Maintenance Services - Room; 12-months $672.27 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 5PLANAR SYSTEMS PLA9982889 $9,798.85LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 5CHIEFCHIMTM1U $660.90MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 SOURCE DEVICES 5BRIGHTSIGNBRILS425 $1,120.70MEDIA PLAYER, H.265, FULL HD, HTML5, GRAPHICS & DIGITAL AUDI $224.14 5BRIGHTSIGNBRISDHC32C101 $215.50CARD, 32GB CLASS 10 SDHC $43.10 $11,795.95Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 43 | P a g e Equipment List Room Support and Maintenance Room Summary - Portable Equipment (SY13) Elite Maintenance Services - Room; 12-months $754.99 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 2PLANAR SYSTEMS PLA9982889 $3,919.54LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 2CHIEFCHIXPA1UB $3,199.86CART, EXTRA LARGE FUSION MANUAL HEIGHT ADJ - BLACK XPA1UB used instead of XPAUB due to XPAUB becoming obsolete. $1,599.93 SOURCE DEVICES 2MERSIVEMERSP8100E1 $2,015.74SOLSTICE POD GEN3 SGE ENTRPRISE W/1 YR SUBSCRIPTION $1,007.87 2MERSIVEMERSP8301E $41.36POWER SUPPLY, SOLSTICE POD GEN3 $20.68 SPEECH REINFORCEMENT SYSTEM/AUDIO CONFERENCING 1LISTEN TECHNOLOGIES CORPO LISLP4VP07201 $861.38ASSISTIVE LISTENING DSP VALUE PACKAGE (72MHZ) $861.38 4LISTEN TECHNOLOGIES CORPO LISLA438 $267.60ADVANCED NECK LOOP (ADULT)$66.90 4LISTEN TECHNOLOGIES CORPO LISAL439 $267.60ADVANCED NECK LOOP (CHILD)$66.90 SOUND REINFORCEMENT SYSTEM 4SHURESHUSM58CN $380.00MICROPHONE, CARDIOID DYNAMIC W/CABLE $95.00 4LIBERTY WIRE AND CABLE LIBSQXLRMF25 $158.80CABLE, 25' SQ AUDIO $39.70 4ATLAS/SOUNDOLI ER ATLTB1930 $436.28KIT, T1930 TRP & B2227 BM $109.07 4ATLAS/SOUNDOLI ER ATLDS7E $135.00STAND, 6" DESK MICROPHONE ADJUSTABLE 8"- 13"H $33.75 1ANCHOR AUDIO ANC645100 $1,564.37MIC SYSTEM, GO GETTER DELUXE PACKAGE HANDHELD WH-LINK $1,564.37 $13,247.53Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 44 | P a g e Equipment List Room Support and Maintenance Room Summary - Add/Alt #2 - (3) Additional Study (SY07) Elite Maintenance Services - Room; 12-months $1,035.13 Description QtyMfg Extended PriceModelUnit Price DISPLAY DEVICES 3PLANAR SYSTEMS PLA9982889 $5,879.31LCD, 55" 4K/UHD 500NIT 54LB 1100:1 (URP55)$1,959.77 3CHIEFCHIMTM1U $396.54MOUNT, MEDIUM FUSION MICRO-ADJ TILT WALL MOUNT $132.18 VIDEO CAPTURE, STREAMING, AND CONFERENCING 3VADDIO INC VAD99950707000 $4,801.02CAMERA, HUDDLESHOT (BLACK)$1,600.34 3VADDIO INC VAD8023280 $116.22EASYMIC AUDIO ADAPTER $38.74 SIGNAL PROCESSING, ROUTING, AND DISTRIBUTION 3EXTRON ELECTRONICS EXT60179701 $4,465.53SWITCHER, UCS 303 3X1 4K/60 COLLABORATION AND PRESENTATION $1,488.51 CONTROL SYSTEM 3EXTRON ELECTRONICS EXT60146903 $2,379.30MEDIALINK PLUS CONTROLLER, MLC PLUS 100 $793.10 RACK, PANELS, MISC. 3COMPREHENSIVE VIDEO COMWPDHDUBCAW $125.13WALLPLATE, SINGLE GANG, HDMI, USB-B 2.0, USB-C 3.0 PASS THRU $41.71 $18,163.05Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 45 | P a g e Equipment List Room Support and Maintenance Room Summary - Add/Alt #4 - PA System Elite Maintenance Services - Room; 12-months $2,314.23 Description QtyMfg Extended PriceModelUnit Price PUBLIC ADDRESS SYSTEM 24SOUNDTUBESOUIPD4CM62BGMIIW H $9,765.36SPEAKER, 6.5", IP-ADDRESS, 4CH DANTE/AES67 (WHITE) $406.89 36SOUNDTUBESOUCM62BGMIIWH $5,482.80SPEAKER, 6.5" IN-CEILING COAX, WHITE $152.30 16SOUNDTUBESOUIPD4CM52BGMIIW H $6,222.40SPEAKER, 5.25" IP, 4-CHANNEL IN-CEILING, DANTE (WHITE) $388.90 6SOUNDTUBESOUIPDRS62EZBK $2,297.58SPEAKER, 6.5" DANTE ENABLED PENDANT IP - BLACK $382.93 2BIAMP SYSTEMS BIANPXG1100 $2,086.20PAGING STATION, 10 BUTTON W/ GOOSENECK MIC, TABLETOP/WALLMNT $1,043.10 1BIAMP SYSTEMS BIATESIRAFORTEX400 $2,844.83MEETING ROOM DSP 4 POE+, AVB & DANTE, 2X2 ANALOG I/O, AEC $2,844.83 CONTROL SYSTEM 2NETGEARNETGSM4248PX100NAS $5,070.06SWITCH, M4250 40G8XF POE PLUS MNGD SW $2,535.03 1EXTRON ELECTRONICS EXT60191601A $2,643.68CONROL PROCESSOR, IP LINK PRO, QUAD CORE W/LINKLICENSE $2,643.68 2EXTRON ELECTRONICS EXT60156602 $3,712.64TOUCHPANEL, 10" WALL MOUNT TOUCHLINK PRO - BLACK $1,856.32 RACK, PANELS, MISC. 2OFEOFE IT RACK OFEOFE - SHARED IT EQUIPMENT RACK (Owner Furnished Equipment) OFE 2MIDDLE ATLANTIC MIDPDX915R $403.44SURGE PROTECTOR, 9-OUTLET 15A NEXSYS RACKMOUNT $201.72 2MIDDLE ATLANTIC MIDU1V $78.12RACKSHELF, 1 SPACE (1 3/4")$39.06 $40,607.11Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 46 | P a g e Equipment List Room Support and Maintenance Room Summary - Add/Alt #3 - Room Scheduling Panels - QTY: 10 Elite Maintenance Services - Room; 12-months $838.49 Description QtyMfg Extended PriceModelUnit Price ROOM SCHEDULING 10EXTRON ELECTRONICS EXT601563102 $13,218.40TOUCHPANEL, 7" WALLMOUNT TOUCHLINK SCHEDULING - BLACK $1,321.84 10EXTRON ELECTRONICS EXT70126428 $1,494.30MOUNT KIT, TLS 725M, ALUMINUM, MMK 2 $149.43 $14,712.70Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 451682-5 47 | P a g e AVI-SPL LLC Proposal #: 451682-5 48 | P a g e AVI-SPL LLC Proposal #: 451682-5 49 | P a g e City of Anna - Public Library June 12, 2024 NV5 Project #P003743.00 AUDIOVISUAL SYSTEMS APPENDICES Section 274116.02 - 20 This document is the property of NV5. City of Anna and its authorized representatives are hereby granted the use of this document for the specific project defined herein. This document may not be reproduced, in part or in whole, for any other use or for any other project without written consent of NV5. ©2024 NV5 3.4 BID RESPONSE FORM A. The Bidder shall complete and return this form. This document, as well as all submittals outlined herein, shall be considered to be the bid. B. The Bidder shall provide line-item pricing for all equipment as an attachment. All pricing is to be inclusive of any shipping, handling, expenses, insurance, or other miscellaneous charges. C. Any additional equipment needed to provide a turnkey system and not included in equipment list shall be purchased at Cost + Percentage. Contractor to indicate percentage as part of bid submission. Bid Form City of Anna – Public Library AV Systems – Revision 1 Totals BASE BID Equipment and Materials $ Shop Drawings and Submittals $ In-Shop Fabrication Labor $ On-Site Installation Labor $ Software Development $ Final Testing and Systems Performance Verification $ Training and Closeout Documentation $ Project Management and Coordination $ Freight & General Administration $ Year One Elite Service Warranty and service $ SUBTOTAL: $ BASE BID TOTAL: $ BUILDING PAGING SYSTEMS Total Equipment and Materials $ Total Additional Labor, Freight, G & A, Elite Warranty $ TOTAL ALT. 1 $ STUDY ROOMS #215, #216, #217 Total Equipment and Materials $ Total Additional Labor, Freight, G & A, Elite Warranty $ TOTAL ALT. 2 $ ROOM SCHEDULE PANELS Total Equipment and Materials $ Total Additional Labor, Freight, G & A, Elite Warranty $ TOTAL ALT. 3 $ 16,175.56 11,631.49 27,807.05 48,610.20 55,080.23 103,690.43 19,968.98 15,553.13 35,522.11 14,950.00 3,800.00 38,380.00 234,446.67 3,635.00 5,750.00 12,095.00 22,720.00 12,476.18 15,652.00 363,904.85 363,904.85 City of Anna - Public Library June 12, 2024 NV5 Project #P003743.00 AUDIOVISUAL SYSTEMS APPENDICES Section 274116.02 - 21 This document is the property of NV5. City of Anna and its authorized representatives are hereby granted the use of this document for the specific project defined herein. This document may not be reproduced, in part or in whole, for any other use or for any other project without written consent of NV5. ©2024 NV5 Bid Form City of Anna – Public Library AV Systems – Revision 1 ALTERNATE 1 – YEAR 2 EXTENDED ELITE WARRANTY AND SERVICE Total Equipment and Materials $ Total Additional Labor, Freight, G & A, Warranty $ TOTAL ALT. 1 $ ALTERNATE 2 – YEAR 3 EXTENDED ELITE WARRANTY AND SERVICE Total Equipment and Materials $ Total Additional Labor, Freight, G & A, Warranty $ TOTAL ALT. 2 $ ALTERNATE 3 – YEAR 4 ELITE EXTENDED WARRANTY AND SERVICE $ Total Equipment and Materials $ Total Additional Labor, Freight, G & A, Warranty $ TOTAL ALT. 3 $ Hourly Rates for Additional Work Per Hour Rates Project Engineer/Designer $ Project Manager $ Technician $ Programmer $ Trainer $ Additional Equipment at Cost + Percentage % Bidder Company Name: ________________________________________________________ Authorized Signature: ________________________________________________________ Print Name: ________________________________________________________ Date: ________________________________________________________ 145.00 145.00 95.00 147.5 125.00 13 AVI-SPL, LLC. Michael Cassas 6/25/24 Document A104® – 2017 Standard Abbreviated Form of Agreement Between Owner and Contractor Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AGREEMENT made as of the 12 day of September in the year 2024 (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) City of Anna, Texas 201 E. 7th Street Anna, Texas 75409 and the Contractor: (Name, legal status, address and other information) AVI-SPL, LLC 6301 Benjamin Rd., Suite 101 Tampa, FL 33634 for the following Project: (Name, location and detailed description) City of Anna Community Library 111 W. Fifth Street Anna, Texas 75409 The Architect: (Name, legal status, address and other information) Interior Architect 720 Design, Inc 9003 Oakpath Lane, Dallas, Texas 75243 and NV5 Technical Engineering & Consulting Solution, 1501 Reedsdale Street, Suite 300, Pittsburg, PA 15233 Architect of Record: BRW Architects, Dallas The Owner and Contractor agree as follows. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 2 TABLE OF ARTICLES 1 THE WORK OF THIS CONTRACT 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENT 5 DISPUTE RESOLUTION 6 ENUMERATION OF CONTRACT DOCUMENTS 7 GENERAL PROVISIONS 8 OWNER 9 CONTRACTOR 10 ARCHITECT 11 SUBCONTRACTORS 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 13 CHANGES IN THE WORK 14 TIME 15 PAYMENTS AND COMPLETION 16 PROTECTION OF PERSONS AND PROPERTY 17 INSURANCE AND BONDS 18 CORRECTION OF WORK 19 MISCELLANEOUS PROVISIONS 20 TERMINATION OF THE CONTRACT 21 CLAIMS AND DISPUTES EXHIBIT A DETERMINATION OF THE COST OF THE WORK ARTICLE 1 THE WORK OF THIS CONTRACT The Contractor shall execute the Work described in the Contract Documents listed in Article 6 of this Agreement or reasonably inferable by the Contractor from the Contract Documents as necessary to produce the results intended by the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ ]The date of this Agreement. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 3 [ X ]A date set forth in a notice to proceed issued by the Owner. [ ]Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 2.2 The Contract Time shall be measured from the date of commencement. § 2.3 Substantial Completion § 2.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work: (Check the appropriate box and complete the necessary information.) [ ]Not later than ( ) calendar days from the date of commencement of the Work. [ X ]By the following date: Substantial Completion: July 15, 2025 Final Completion: July 31, 2025 § 2.3.2 Deleted (Table deleted) § 2.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 2.3, liquidated damages, if any, shall be assessed as set forth in Section 3.5. § 2.3.4 Notwithstanding the dates set forth in Section 2.3.1, the deadline for Final Completion shall be 30 days after the deadline for Substantial Completion if Substantial Completion occurs prior to the deadline for Substantial Completion or if the deadline for Substantial Completion is extended due to a change in the Contract Time as provided in the Contract Documents. ARTICLE 3 CONTRACT SUM § 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ X ]Stipulated Sum, in accordance with Section 3.2 below [ ]Cost of the Work plus the Contractor’s Fee, in accordance with Section 3.3 below [ ]Cost of the Work plus the Contractor’s Fee with a Guaranteed Maximum Price, in accordance with Section 3.4 below (Based on the selection above, complete Section 3.2, 3.3 or 3.4 below.) § 3.2 The Stipulated Sum shall be five hundred thirty thousand, nine hundred twenty-four dollars and forty-four cents ($ 530,924.44 ), subject to additions and deductions as provided in the Contract Documents. § 3.2.1 Deleted § 3.2.2 Deleted (Table deleted) SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 4 § 3.2.3 (Paragraphs deleted) Deleted (Table deleted) § 3.3 Deleted (Paragraphs deleted) § 3.4 Deleted (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) § 3.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any.) Time is of the essence in all phases of the Work. It is specifically understood and agreed by and between Owner and Contractor that time is of the essence in the Substantial Completion and Final Completion of the Project and Owner shall sustain actual and direct damages as a result of Contractor’s failure, neglect or refusal to achieve said deadlines. Such actual and direct damages are, and will continue to be, impracticable and extremely difficult to determine. Execution of this Agreement under these specifications shall constitute agreement by Owner and Contractor that the amounts stated below are the minimum value of the costs and actual and direct damages caused by failure of Contractor to complete the Work within the allotted or agreed extended times for Substantial or Final Completion, that such sums are liquidated direct damages and shall not be construed as a penalty, and that such sums may be deducted from payments due Contractor if such delay occurs. It is expressly understood that the said sum per day is agreed upon as a fair estimate of the pecuniary damages which will be sustained by the Owner in the event that the Work is not completed within the agreed time, or within the agreed extended time, if any, otherwise provided for herein. Said sum shall be considered as liquidated damages only and in no sense shall be considered a penalty, said damages being caused by, but not limited to, additional compensation for personnel, attorney fees and related expenses, architectural fees, engineering fees, program management fees, inspection fees, storage costs, food service costs, transportation costs, utilities costs, costs of temporary facilities, loss of interest on money, and other miscellaneous increased costs, all of which are difficult to exactly ascertain. Failure to complete Work within the designated or agreed extended dates of Substantial or Final Completion, shall be construed as a breach of this Agreement. It is expressly agreed as a part of the consideration inducing the Owner to execute this Agreement that the Owner may deduct from any Payment made to the Contractor a sum equal to $1,000.00 per day for each and every additional calendar day beyond the agreed date of Substantial Completion. Timely Final Completion is an essential condition of this Agreement. Contractor agrees to achieve Final Completion of the Agreement within 30 calendar days of the designated or extended date of Substantial Completion or the date Substantial Completion is achieved. Owner and Contractor agree that should Contractor fail to achieve Final Completion of the Agreement by the deadline, Owner shall continue to be damaged to at least the same degree by such delay. Contractor and Owner agree that the amount of liquidated damages for each calendar day Final Completion is delayed beyond the date set for Final Completion shall be the sum of $1,000.00 per day. Owner may deduct from the Final Payment made to Contractor, or, if sufficient funds are not available, then Contractor shall pay Owner the amounts specified per day for each and every calendar day the breach continues after the deadline for Final Completion of the Work. Such damages shall be in addition to, and not in lieu of, any other rights or remedies Owner may have against Contractor for failure to timely achieve Final Completion, and damages for failure to achieve Substantial Completion and failure to achieve Final Completion may run concurrently. If the Work is not finally completed by the time stated in this Agreement, or as extended, no payments for Work completed beyond that time shall be made until the Project reaches Final Completion. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 5 ARTICLE 4 PAYMENT § 4.1 Progress Payments § 4.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 4.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, subject to the following: The Contractor shall submit monthly Applications for Payment to the Architect on AIA Form G702 for approval. Continuation sheets shall be submitted on AIA Form G703. If the Architect approves the application, then the Architect shall submit a Certificate for Payment to the Owner. The Architect may require any additional information deemed necessary and appropriate to substantiate the Application for Payment. Materials that are verified to be on the jobsite or other approved location for use in the Project may also be incorporated into the Application for Payment. The Architect shall have ten (10) days from date of receipt from the Contractor of an Application for Payment to approve or reject all or any part of the Application for Payment. The Owner shall pay the undisputed amounts certified by the Architect to the Contractor within thirty (30) days of receipt of the Certificate for Payment from the Architect, if applicable, unless otherwise provided in the Contract Documents. § 4.1.3 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum, less any unused Owner’s contingency, among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Architect may require. Additionally, General Conditions costs shall be separated into individual line items. Each Application for Payment shall also include a list, with backup data, of how each payment shall be spent, including a list detailing which subcontractors and suppliers will be paid out of funds paid by the Owner and the amount of such payments to subcontractors and suppliers. Additionally, beginning with the second application for payment, proof of each payment to Contractor’s subcontractors and suppliers for payment within 61-days after payment. The Application for Payment shall be submitted on a schedule of values basis. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 4.1.4 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold retainage from the payment otherwise due as follows: (Insert a percentage or amount to be withheld as retainage from each Application for Payment and any terms for reduction of retainage during the course of the Work. The amount of retainage may be limited by governing law.) 5% § 4.1.5 (Paragraphs deleted) If Owner is entitled to liquidated damages, or any other damages or amounts provided in the Contract Documents, including clean-up fees, then Owner shall be entitled to deduct such liquidated damages, amounts and fees at any time. § 4.2 Final Payment § 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct nonconforming Work as provided in Section 18.2, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work, where payment is on the basis of the Cost of the Work with or without a Guaranteed Maximum Price; and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 15.7.1. § 4.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows: SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 6 ARTICLE 5 DISPUTE RESOLUTION § 5.1 Binding Dispute Resolution For any claim subject to, but not resolved by, mediation pursuant to Section 21.5, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ ]Arbitration pursuant to Section 21.6 of this Agreement [ X ]Litigation in a court of competent jurisdiction [ ]Other (Specify) If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, claims will be resolved in a court of competent jurisdiction. ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS § 6.1 The Contract Documents are defined in Article 7 and, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 6.1.1 The Agreement is this executed AIA Document A104™–2017, Standard Abbreviated Form of Agreement Between Owner and Contractor. § 6.1.2 (Paragraphs deleted) Deleted § 6.1.3 (Paragraphs deleted) Deleted § 6.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) City of Anna, Texas Bidding and Specification Documents for the Audiovisual Systems of the Anna Community Library Project Section Title Date Pages § 6.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Anna Community Library – Technology Drawings including: Anna Library AV Infrastructure and AV System Drawings Number Title Date § 6.1.6 The Addenda, if any: Number Date Pages SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 7 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are enumerated in this Article 6. § 6.1.7 Additional documents, if any, forming part of the Contract Documents: .1 Other Exhibits: (Check all boxes that apply.) [ ]Exhibit A, Determination of the Cost of the Work. [ ]AIA Document E204™–2017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) [ ]The Sustainability Plan: Title Date Pages [ X ]Supplementary and other Conditions of the Contract: Document Title Date Pages City of Anna Standard Contract Documents AVI-SPL Proposal for Anna Community Library City of Anna, Texas Contract Documents for the Audiovisual Systems Project: City of Anna Community Library City of Anna – Community Library AV Proposal – Rev 2 4/1/2024 06/06/2024 94 49 .2 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents.) Anna Community Library - AVI-SPL Example Schedule 060724 City of Anna, Texas Bidding and Specification Documents for the Audiovisual Systems of the Anna Community Library project ARTICLE 7 GENERAL PROVISIONS § 7.1 The Contract Documents The Contract Documents are enumerated in Article 6 and consist of this Agreement (including, if applicable, Supplementary and other Conditions of the Contract), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of inconsistencies within or between parts of the Contract Documents, or between the contract Documents and applicable standards, codes, or ordinances, the Contractor shall (i) provide the better quality or greater quantity of Work or (ii) comply with the more stringent requirement; either or both in accordance with the AV Designer’s interpretation. The terms and conditions of this Section 7.1, however, shall not relieve the Contractor of any of the obligations set forth in Section 9.1 and 9.6 SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 8 § 7.2 The Contract The Contract Documents form the Contract for Construction (the "Contract") and are as fully a part of the Contract as if attached hereto or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Contractor. To be effective, all Contract Documents requiring signatures must be signed first by the Contractor and then by the Owner’s authorized representative, after approval by Owner’s Engineer, unless otherwise delegated. If an approved Contract Document requiring signature has not been signed, then the missing signature shall be provided within a reasonable period of time. Failure to sign an approved Contract Document after notice and a reasonable opportunity to sign shall be considered a material breach of the Contract. Contractor’s signing of the Agreement shall be considered as signing all Contract Documents identified therein. § 7.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. The Work includes all of Contractor’s responsibilities as to all labor, parts, supplies, skill, supervision, transportation services, storage requirements, and other facilities and things necessary, proper or incidental to the carrying out and completion of the terms of the Contract Documents and all other items of cost or value needed to produce, construct, and fully complete the Work identified by the Contract Documents. The Contract Documents include all Construction Documents, such as Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. The Construction Documents shall reflect agreements between Owner and Architect concerning Owner’s budgetary constraints, programmatic needs all expectations as to quality, functionality of systems, maintenance costs, and usable life of equipment and facilities. § 7.4 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 7.5 Ownership and use of Drawings, Specifications and Other Instruments of Service § 7.5.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights. Notwithstanding the foregoing or any other provision of the Contract, the Owner holds perpetual right to use all of the Construction Documents for this Project. § 7.5.2 The Contractor, Subcontractors, Sub-subcontractors and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to the protocols established pursuant to Sections 7.6 and 7.7, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect’s consultants. § 7.6 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 9 § 7.7 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. § 7.8 Severability The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract. § 7.9 Notice § 7.9.1 Except as otherwise provided in Section 7.9.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with a building information modeling exhibit, insert requirements for delivering Notice in electronic format such as name, title and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) § 7.9.2 Notice of Claims shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 7.10 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor’s Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. ARTICLE 8 OWNER § 8.1 Information and Services Required of the Owner § 8.1.1 Prior to commencement of the Work, at the written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If commencement of the Work is delayed under this Section 8.1.1, the Contract Time shall be extended appropriately. § 8.1.2 If requested in writing by the Contractor prior to the start of the Work, the Owner shall furnish surveys known to the Owner describing physical characteristics, legal limitations, and utility locations for the site of the Project and a legal description of the site. Owner does not guarantee the accuracy of surveys provided, including the locations of utility lines, cables, pipes, or pipelines, or the presence or absence of easements. The Contractor shall not be entitled to rely on the accuracy of information furnished by the Owner and shall exercise proper diligence and take appropriate precautions relating to the safe performance of the Work. THE OWNER DOES NOT IN ANY WAY REPRESENT, SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 10 WARRANT OR GUARANTY TO CONTRACTOR OR TO ANY OTHER PERSON THE RELIABILITY, CONSTRUCTABILITY, COMPLETENESS, OR ACCURACY OF ANY SURVEYS, REPORTS, STUDIES, TESTS, ARCHITECTURAL OR ENGINEERING PLANS, OR SIMILAR INFORMATION PROVIDED BY OWNER IN CONNECTION WITH THE CONTRACT, NOR DOES THE OWNER REPRESENT, WARRANT OR GUARANTY THAT SUCH INFORMATION IS FREE FROM DEFECTS, ERRORS OR DEFICIENCIES, AND ALL SUCH REPRESENTATIONS, WARRANTIES AND GUARANTIES ARE HEREBY EXPRESSLY DENIED AND DISCLAIMED. The Owner shall not be liable to the Contractor or any other person for breach of warranty or misrepresentation in the event of any errors or deficiencies in such information provided to the Contractor by the Owner. The Owner’s provision of a survey will not relieve the Contractor from its obligations to examine the site and exercise proper precautions relating to the safe performance of the Work. § 8.1.3 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 9.6.1, the Owner shall secure and pay for other necessary approvals, easements, assessments, and charges required for the construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. § 8.1.4 Deleted § 8.2 Owner’s Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, or repeatedly fails to carry out the Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order is eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to, and not in restriction of, the Owner’s other rights under the Contract all of which shall be deemed to be cumulative and not exclusive or limited. § 8.3 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, and fails after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to any other remedies the Owner may have, correct such default or neglect. Amounts charged to the Contractor are subject to prior approval of the Architect and an appropriate Change Order shall be issued or the Architect may, pursuant to Section 15.4.3, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the actual cost of correcting such deficiencies, including the Owner’s expenses and compensation for the Architect’s and other consultants’ additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner within thirty (30) days after receipt of written notice from the Owner therefor. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 21. § 8.4 Extent of the Owner Rights § 8.4.1 The rights stated in this Article 8 and elsewhere in the Contract Documents are cumulative and not in limitation of any rights of the Owner (i) granted in the Contract Documents, (ii) at law, or (iii) in equity. § 8.4.2 In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences, or procedures or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted the Owner in the Contract Documents. ARTICLE 9 CONTRACTOR § 9.1 Review of Contract Documents and Field Conditions by Contractor § 9.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. Prior to execution of the Agreement, the Contractor and each Subcontractor shall have evaluated and satisfied themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation, (i) the location, condition, layout, and nature of the Project site and surrounding areas, (ii) generally prevailing climatic conditions, (iii) anticipated labor supply and costs, (iv) availability and cost of materials, tools, and equipment, and (v) other similar issues. The Owner assumes no SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 11 responsibility or liability for the physical condition or safety of the Project site or any improvements located on the Project site. Except as set expressly set forth in the Contract, the Contractor shall be solely responsible for providing a safe place for the performance of the Work. The Owner shall not be required to make any adjustment in either the Contract Sum or the Contract Time in connection with any failure by the Contractor or any Subcontractor to have complied with the requirements of this Section 9.1.1. The Contractor further represents and warrants by submission of a proposal that the Contractor has carefully examined the Contract Documents, any soil test reports, drainage studies, geotechnical or other reports, and the site of the Work using it’s expertise as an AV contractor, not as a general contractor, and that, from the Contractor’s own investigations, the Contractor is satisfied as to the nature and location of the Work, the character, quality and quantity of surface materials likely to be encountered, the character of equipment and other facilities needed for the performance of the Work, the general and local conditions and all other materials which may in any way affect the Work or its performance § 9.1.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 8.1.2. The exactness of grades, elevations, dimensions, or locations given on any Drawings issued by the Architect, or the work installed by other contractors, is not guaranteed by the Owner. The Contractor shall, therefore, satisfy itself as to the accuracy of all grades, elevations, dimensions, and locations. The Contractor shall take field measurements of any existing conditions related to that portion of the Work, observe and verify any conditions at the site affecting it and carefully compare them to the Construction Documents, and any errors due to the Contractor’s failure to so verify all such grades, elevations, dimensions, locations, and other conditions shall be promptly rectified by the Contractor without any additional cost to the Owner. These obligations are for the purpose of facilitating coordination and construction by the Contractor and discovering errors, omissions, or inconsistencies in the Contract Documents. The Contractor shall, as part of the Contractor’s preconstruction services, in reviewing the Contract Documents, endeavor to detect any errors, omissions, or inconsistencies in the design and other Contract Documents which may affect the performance or constructability of the Work and promptly report to the Architect any errors, inconsistencies, or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect or Owner may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. § 9.1.3 Neither the Owner nor the Contractor is required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect and the Owner any nonconformity in the Contract Documents with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities that is discovered by or made known to the Contractor as a request for information in such form as the Architect or Owner may require. § 9.1.4 If the Contractor has knowledge that any of the products or systems specified will perform in a manner that will limit the Contractor’s ability to satisfactorily perform the Work or to honor an applicable warranty, or will result in a limitation of or interference with the Owner’s intended use, then the Contractor shall promptly notify the Architect and Owner in writing, providing substantiation for its position. § 9.1.5 The Contractor shall arrange meetings prior to commencement of the Work of all major Subcontractors to allow the Subcontractors to demonstrate an understanding of the Contract Documents to the Architect and to allow and satisfy themselves as to the conditions and limitations under which the Work is to be performed, including: (1) The location, condition, layout, drainage and nature of the Project site and surrounding areas; (2) Generally prevailing climatic conditions; (3) Anticipated labor supply and costs; (4) Availability and cost of materials, tools and equipment; and (5) Other similar issues. § 9.1.6 The Contractor shall make a reasonable attempt to interpret the Contract Documents before asking the Architect for assistance in interpretation or initiating a Request for Information (RFI). The Contractor shall not ask the Architect for observation of Work prior to the Contractor’s field superintendent’s personal inspection of the Work. If, in the opinion of the Architect or the Owner, the Contractor does not make a reasonable effort to comply with the above requirements or such information was available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 12 Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation, and this causes the Architect or its Consultants to expend additional time in the discharge of the duties imposed by the Contract Documents, then the Contractor shall bear the cost of compensation for the Architect’s and its Consultant’s additional services and expenses made necessary by the Contractor’s failure and the Owner shall be entitled to deduct such amounts from the Contract Sum. The Architect will give the Contractor prior notice of intent to bill for additional services and expenses before additional services are performed or additional expenses are incurred. 9.1.7 Contractor shall not perform any Work that may be affected by any condition or circumstance for which Contractor is required to notify the Architect and Owner under this Section 9.1 without further written instructions to Contractor or revised Construction Documents from the Architect. If the Contractor believes that additional Contractor cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to this Section 9.1 the Contractor shall notify the Owner prior to incurring such additional cost or expending such additional time and, if any necessary changes, including substitution of materials, are not accomplished by appropriate Change in the Work, Contractor may submit Claims as provided for in Article 21. The Contractor shall not be entitled to any additional time, compensation, or other allowance for any error, negligence, or additional Work caused by Contractor’s failure to visit the site, verify site conditions, and thoroughly study and compare the Construction Documents as required under this Section 9.1. § 9.1.8 If the Contractor fails to perform the obligations of this Section 9.1, the Contractor shall also be responsible for paying such costs and damages to the Owner, subject to Section 21.11, as would have been avoided if the Contractor had performed such obligations, including any extra efforts as required to bring the Project back into alignment with the original schedule. Without limiting the foregoing, the Contractor shall be liable to the Owner for damages resulting from errors, inconsistencies or omissions in the Contract Documents, differences between field measurements or conditions and the Contract Documents, nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, and limitations of the Contractor’s ability to satisfactorily perform the Work or to honor an applicable warranty, and limitations of or interference with the Owner’s intended use, caused by products or systems specified when: (1) such errors, inconsistencies, omissions, differences, nonconformities, or limitations are the fault of Contractor, in whole or in part, (2) the Contractor failed to discover such errors, inconsistencies, omissions, differences, nonconformities, or limitations due to its failure to properly perform the obligations of Section 9.1, (3) the Contractor recognized such errors, inconsistencies, omissions, differences, nonconformities or limitations and failed to report them to the Architect and the Owner, or (4) the Contractor should have detected such errors, inconsistencies, omissions, differences, nonconformities, or limitations as part of Contractor’s performance of its obligations under the Contract Documents, including the performance of Contractor’s preconstruction services. § 9.1.9 Notwithstanding the delivery of a survey or other documents by the Owner, prior to performing any Work, Contractor shall, if applicable, independently determine the location of all utility lines as shown and located on the plans and specifications, including telephone company lines and cables, sewer lines, water pipes, gas lines, electrical lines, including, but not limited to, all buried pipelines and buried telephone cables, and shall perform the Work in such a manner so as to avoid damaging any such lines, cables, pipes, and pipelines. Contractor shall be responsible for any damage done to such utility lines, cables, pipes and pipelines during its Work, and shall be responsible for any loss, damage, or extra expense resulting from such damage. Repairs shall be made immediately to restore all service. Any delay for such break shall be attributable to Contractor. In addition, Contractor shall, if applicable, review the appropriate AHERA and hazardous materials surveys for the particular site(s) involved in the Project, and shall notify all Subcontractors and Sub-subcontractors of the necessity to review said surveys. Contractor shall perform the Work in such a manner as to avoid damaging, exposing, or dislodging any asbestos-containing materials portion of the Work, the Contractor shall fully investigate all physical aspects of the Project site and verify all dimensions, measurements, property lines, grades and elevations, existing improvements, and general suitability of existing conditions at the Project site. § 9.2 Supervision and Construction Procedures § 9.2.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract. If the Contract Documents give SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 13 specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. Contractor shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed without acceptance of changes proposed by the Contractor, the Contractor shall not be responsible for any resulting loss or damage to the extent that the acceptance of Contractor’s proposed alternative means, methods, techniques, sequences, or procedures would have avoided such loss or damage. § 9.2.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. § 9.2.3 The Contractor shall be responsible for visual inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Copies of inspection reports, photographs or other related records shall be made available to the Owner for review if requested. Reports and documentation shall be formatted and developed in a logical format indicating dates, time of day, findings and the person performing the inspection. § 9.2.4 The Contractor shall review Subcontractor safety programs, procedures, and precautions in connection with performance of the Work. However, the Contractor’s duties shall not relieve any Subcontractor(s) or any other person or entity (e.g., a supplier), including any person or entity with whom the Contractor does not have a contractual relationship, of their responsibility or liability relative to compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances which shall include the obligation to provide for the safety of their employees, persons, and property and the requirements to maintain a work environment free of recognized hazards. The foregoing notwithstanding, the requirements of this section are not intended to impose upon the Contractor any additional obligations that the Contractor would not have under any applicable state or federal laws, including, but not limited to, any rules, regulations, or statutes pertaining to the Occupational Safety and Health Administration. § 9.2.5 Contractor shall bear responsibility for design and execution of acceptable trenching and shoring procedures, in accordance with Texas Government Code, Section 2166.303, and Texas Health and Safety Code, Subchapter C, Sections 756.021, et seq. Contractor shall fully comply, and shall require any applicable Subcontractor to comply, with: (1) The Occupational Safety and Health Administration standards for trench safety in effect for the Construction of the Work; (2) The special shoring requirements, if any, of the Owner; and (3) Any geotechnical information obtained by Owner for use by the Contractor in the design of the trench safety system. § 9.2.6 The Contractor has the responsibility to ensure that all Subcontractors, Sub-subcontractors, suppliers, and their agents and employees adhere to the Contract Documents, and that they order materials on time, taking into account the current market and delivery conditions and that they provide materials on time. The Contractor shall properly and efficiently coordinate the timing, scheduling and routing of all Work with that of all trades, Subcontractors, and others on the Project, including deliveries, storage, installations and construction utilities. The Contractor shall be responsible for the space requirements, locations, and routing of all materials and equipment required under the Contract Documents. In areas and locations where the proper and most effective space requirements, locations, and routing cannot be made as indicated, the Contractor shall meet with all others involved, before installation, to plan the most effective and efficient method of overall installation. § 9.2.7 Reserved. § 9.2.8 In the event Contractor shall fall behind schedule at any time, for any reason, Owner shall be entitled to direct acceleration or resequencing of the Work to bring the Work back on schedule. Contractor may be entitled to compensation from the Construction Contingency, or if such contingency funds are exhausted, pursuant to a Change Order, for such acceleration only (a) to the extent necessitated by excusable and compensable delays, and then only (b) SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 14 to the extent of premium pay and additional equipment cost actually incurred by Contractor. In the event Contractor determines that any given scheduled completion date cannot be met by resequencing the Work, then Contractor shall immediately provide to the Owner, and in any event within seven (7) calendar days after the date of receipt of any request by Owner for resequencing or acceleration, a plan to complete the Work in the shortest possible time. No approval by the Owner of any plan for resequencing or acceleration of the Work submitted by Contractor pursuant to this paragraph shall constitute a waiver by Owner of any damages or losses which Owner may suffer by reason of such resequencing or the failure of Contractor to meet any given scheduled completion date. § 9.3 Labor and Materials § 9.3.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 9.3.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. § 9.3.3 The Contractor may make a substitution only with the consent of the Owner, after evaluation by the Architect and in accordance with a Modification. § 9.3.3.1 Substitutions and alternates may be rejected without explanation and will be considered only under one or more of the following conditions: (i) the proposal is required for compliance with interpretation of code requirements or insurance regulations then existing; (ii) specified products are unavailable through no fault of the Contractor; (iii) and when, in the judgment of the Owner or the Architect, a substitution would be substantially in the Owner’s best interests, in terms of cost, time, or other considerations. § 9.3.3.2 The Contractor must submit to the Architect and the Owner: (i) a full explanation of the proposed substitution and submittals of all supporting data, including technical information, catalog cuts, warranties, test results, installation instructions, operating procedures, and other like information necessary for a complete evaluation for the substitution; (ii) a written explanation of the reasons the substitution is necessary, including the benefits to the Owner and the Work in the event the substitution is acceptable; (iii) the adjustment, if any, in the Contract Sum; (iv) the adjustment, if any, in the Contract Time and the construction schedule; and (v) an affidavit stating (a) the proposed substitution conforms to and meets all requirements of the pertinent Specifications and the requirements shown on the Drawings, and (b) the Contractor accepts the warranty and correction obligations and will coordinate the installation of the accepted substitute, making such changes as may be required for the Work to be completed in all respects, as if originally specified by the Architect. Proposals for substitutions shall be submitted in triplicate to the Architect and the Owner in sufficient time to allow no less than twenty-one (21) Business Days for review, unless a shorter time is agreed upon in writing. No substitutions will be considered or allowed without the Contractor’s submittals of complete substantiating data and information as stated herein. § 9.3.3.3 Whether or not the Owner or the Architect accepts any proposed substitution, the Contractor shall reimburse the Owner for any fees charged by the Architect or other consultants for evaluating each proposed substitute. § 9.4 Warranty (Paragraph deleted) § 9.4.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. The Contractor further warrants that the Work will be performed and completed in a good and workmanlike manner, continuously and diligently in accordance with the Contract Documents, all applicable building codes, and generally accepted standards of engineering and construction practice for construction of projects similar to the Project, except to the extent the SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 15 Contract Documents expressly specify a higher degree of finish or workmanship, in which case the standard shall be the higher standard. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance (unless such maintenance is Contractor’s responsibility),, improper operation or normal wear and tear under normal usage. All other warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 15.6.4. If required by the Architect or the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Warranties shall become effective on a date established by the Owner and Architect in accordance with the Contract Documents. Notwithstanding anything in the Contract Documents to the contrary, Owner and Contractor expressly agree that the warranties stated herein shall mean the individual warranties associated with each particular Work or designated portion thereof within the Project, and each such individual warranty shall run from the date of Substantial Completion of the entire Work (unless otherwise expressly provided in the applicable Contract Documents for that particular Work). Contractor’s warranties herein shall be interpreted to require Contractor to replace defective materials and equipment and re- execute defective Work which is disclosed to the Contractor by the Owner within a period of one (1) year after Substantial Completion of the entire Work or designated portion thereof or, if latent defect, within one (1) year after discovery thereof by Owner. § 9.4.1.1 In the event of failure, errors, omissions, defects, deviations, or other nonconformities of materials, products, or workmanship, either during construction or the warranty period, the Contractor shall take appropriate measures to ensure correction of such Work or replacement of the nonconforming items, at no cost to the Owner. Such warranty shall be maintained notwithstanding that certain systems may be activated prior to Substantial Completion as required for the satisfactory completion of the Project. Upon written notice from the Owner or Architect, the Contractor shall promptly remedy any defects as covered by Contractor’s warranty. If Contractor does not respond to the written notice, either by beginning corrective work or notifying Owner in writing stating when corrective work will begin, within ten (10) days of Contractor’s receipt of the notice or such shorter time as required in the Contract Documents, the Owner may take measures to correct the defects and Contractor will be obligated to reimburse the Owner’s costs. Any measures taken by Owner to correct defects due to Contractor’s failure to timely respond to Owner’s written notice shall not operate to void or otherwise alter any warranties issued by, for, or through the Contractor. If notice of defects covered by warranty is given in writing to the Contractor on a timely basis, the obligation to provide the warranty work will extend beyond the applicable warranty period until the warranty defect is remedied and accepted by the Owner. § 9.4.1.2 In the event an item under warranty fails, the Contractor shall extend the original warranty period by a length of time equal to the elapsed time which occurs from the notification in writing by the Owner of a warranty claim until written acknowledgement by the Owner that the claim has been resolved. § 9.4.1.3 The Contractor agrees to assign to the Owner at the time of Final Completion of the Work, such assignment to be effective no later than Final Completion, any and all third-party warranties relating to materials, equipment, machinery, components, and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such third-party warranties. Contractor shall take no action or fail to act in any way which results in the termination or expiration of any such third-party warranties or which otherwise results in prejudice to the rights of Owner under such warranties. Contractor’s warranties shall in no way limit or abridge the warranties of the manufacturers and suppliers of equipment and systems which are to comprise a portion of the Work and all such warranties shall be in form and substance as required by the Contract Documents. Contractor agrees to provide all notices required for the effectiveness of such warranties and shall include provisions in the contracts with Subcontractors and Sub-subcontractors and other providers and manufacturers of such systems and equipment whereby Owner shall have a direct right, but not a duty, of enforcement of such warranty obligations. § 9.4.1.4 As a condition precedent to Final Payment, the Contractor shall submit to Owner as set forth below a complete set of warranties, and other guarantees on equipment, machinery, materials, components, and labor from Subcontractors, Sub-subcontractors, manufacturers, and suppliers, as appropriate, on the Subcontractor’s, Sub-subcontractor’s, manufacturer’s, or supplier’s approved forms SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 16 and executed by Contractor as required, with a warranty commencement date as required by the Contract Documents. All warranties shall include labor and materials. Contractor shall: (1)Obtain duplicate original warranties, executed by all applicable Subcontractors, Sub- subcontractors, suppliers, and manufacturers, and stating the warranty commencement date and duration as required by the Contract Documents; (2)Verify that the documents are in proper form and contain full information; (3)Co-sign warranties, when required; (4)Bind all warranties in commercial quality 8-1/2 X 11 inch three-ring binder, with hardback, cleanable, plastic covers; (5)Label the cover of each binder with a typed or printed title labeled "WARRANTIES", along with the title of the Project; name, address and telephone number of Contractor; and name of its responsible principal; (6)Include a Table of Contents, with each item identified by the number and title of the specification section under which the product is specified; (7)Separate each warranty with index tab sheets keyed to the Table of Contents listing; and (8)Deliver warranties, bonds, and other guarantees in the form described above, to the Architect who will review same prior to submission to the Owner. § 9.4.1.5 The Contractor shall issue in writing to the Owner as a condition precedent to Final Payment a "General Warranty" reflecting the terms and conditions of Section 9.4.1 for all Work under the Contract Documents. This General Warranty shall be assignable. Except when a longer warranty time is specifically called for in the Contract Documents or is otherwise provided by law, the General Warranty shall be for twelve (12) months from the date of Substantial Completion of the entire Work and shall be in form and content otherwise satisfactory to the Owner. Contractor shall maintain a complete and accurate schedule of the dates of Substantial Completion and Final Completion and the date upon which the one-year warranty required hereunder will expire. Contractor agrees to provide notice of the warranty expiration date to Owner and Architect at least one month prior to the expiration of the one-year warranty period. Prior to termination of the one-year warranty period, Contractor shall accompany the Owner and Architect on reinspection of the Work and be responsible for correcting any deficiencies not caused by the Owner or by the normal use of the Work which are observed or reported during the reinspection. For extended warranties required by various sections (e.g., roofing, compressors, mechanical equipment), Owner will notify the Contractor of deficiencies and Contractor shall start remedying these defects within three (3) days of initial notification from Owner. Contractor shall prosecute the work without interruption until accepted by the Owner and the Architect, even though such prosecution should extend beyond the limit of the warranty period. If Contractor fails to provide notice of the expiration of the one-year warranty period at least one month prior to the expiration date, Contractor’s warranty obligations described in this paragraph shall continue until such inspection is conducted and any deficiencies found in the inspection corrected. § 9.4.1.6 Contractor’s express warranties and obligations herein are not exclusive of any other warranties, remedies, or guarantees Owner may have, either express or implied, under the Contract Documents, at law, or in equity, but are in addition to and not in lieu of or in limitation of any other such warranties, remedies, or guarantees. § 9.4.2 When deemed necessary by the Owner and prior to installation of any item specifically made subject to a performance standard or regulatory agency standard under any provision of the Contract Documents, Contractor shall furnish proof of conformance to the Architect. Proof of conformance shall be in the form of: (1) an affidavit from the manufacturer certifying that the item is in conformance with the applicable standards; or (2) an affidavit from a testing laboratory certifying that the product has been tested within the past year and is in conformance with the applicable standards; or (3) such further reasonable proof as is required by the Architect. Contractor shall also certify that the Project has been constructed in general conformance with the Architect’s or Engineer’s plans, specifications, and Construction Documents, as modified from time to time pursuant to the terms of the Contract Documents. § 9.5 Taxes Contractor shall pay all applicable local, county and state taxes, income tax, compensation tax, social security and withholding payments as required by law. Owner is an exempt entity under the tax laws of the State of Texas, and Contractor shall not include in the Contract Sum, or any Change in the Work, any amount for any taxes from which the SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 17 Owner is exempt by virtue of its status as a tax exempt entity. The Owner represents that this Project is eligible for exemption from the State Sales Tax on tangible personal property and material incorporated in the Project, provided that the Contractor fulfills the requirements of the Limited Sale, Excise and Use Tax Rules and Regulations. For the purpose of establishing exemption, it is understood and agreed that the Contractor may be required to segregate materials and labor costs at the time a Contract is awarded. Contractor will accept a Certificate of Exemption from the Owner. Contractor shall obtain Certificates of Resale from its suppliers. Failure of Contractor or any Subcontractor or Sub-subcontractor to obtain Certificates of Resale from their suppliers shall make the Contractor, Subcontractor, or Sub-subcontractor responsible for absorbing the tax, without compensation from Owner. CONTRACTOR HEREBY RELEASES, INDEMNIFIES AND HOLDS HARMLESS OWNER FROM ANY AND ALL CLAIMS AND DEMANDS MADE AS A RESULT OF THE FAILURE OF CONTRACTOR OR ANY SUBCONTRACTOR OR SUB- SUBCONTRACTOR TO COMPLY WITH THE PROVISIONS OF ANY OR ALL SUCH LAWS AND REGULATIONS. § 9.6 Permits, Fees, Notices, and Compliance with Laws § 9.6.1 Deleted § 9.6.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor performs Work when Contractor knows or reasonably should have known it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, the Contract Documents, or lawful orders of public authorities, the Contractor shall assume responsibility for such Work and shall bear the costs attributable to correction. In addition, Contractor shall authorize posting of any notices concerning the Workers Compensation insurance carried by other parties involved in the Project, including without limitation, Architect, at the same location where Contractor posts notices regarding Workers Compensation. If applicable, the Contractor shall procure and obtain all bonds required by the Contract Documents or applicable law. In connection with such bonds, the Contractor shall prepare all applications, supply all necessary back-up material and furnish the surety with any required personal undertakings. The Contractor shall also obtain and pay all charges for all approvals for street closings, traffic control, parking meter removal and other similar matters as may be necessary or appropriate from time to time for the performance of the Work. § 9.7 Allowances The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. The Owner shall select materials and equipment under allowances with reasonable promptness. Allowance amounts shall include the costs to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts. Contractor’s costs for unloading and handling at the site, labor, installation, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowance. § 9.8 Contractor’s Construction Schedules § 9.8.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 9.8.2 The Contractor shall perform the Work in general accordance with the most recent schedule submitted to the Owner and Architect. § 9.9 Submittals § 9.9.1 The Contractor shall review for compliance with the Contract Documents and submit to the Architect Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents in coordination with the Contractor’s construction schedule and in such sequence as to allow the Architect reasonable time for review. By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them; (2) determined and verified materials, field measurements, and field construction criteria related thereto, or will do so; and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. The Work shall be in accordance with approved submittals. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 18 § 9.9.2 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. § 9.9.3 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents or unless the Contractor needs to provide such services in order to carry out the Contractor’s own responsibilities. If professional design services or certifications by a design professional are specifically required, the Owner and the Architect will specify the performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional. If no criteria are specified, the design shall comply with applicable codes and ordinances. Each Party shall be entitled to rely upon the information provided by the other Party. The Architect will review and approve or take other appropriate action on submittals for the limited purpose of checking for conformance with information provided and the design concept expressed in the Contract Documents. The Architect’s review of Shop Drawings, Product Data, Samples, and similar submittals shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. In performing such review, the Architect will approve, or take other appropriate action upon, the Contractor’s Shop Drawings, Product Data, Samples, and similar submittals. § 9.9.4 Shop drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor or a Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 9.9.5 The Contractor shall perform no portion of the Work requiring submittal and review of shop drawings, product data, samples or similar submittals until the respective submittals have been approved by the Architect. Such Work shall be in accordance with approved submittals. § 9.9.6 The Contractor shall not be relieved of responsibility for deviation from the requirements of the Contract Documents by the Architect’s approval of the shop drawings, product data, samples, similar submittals unless the Contractor has specially informed the Architect in writing of such deviation at the time of submittal and the Architect has given written approval to the specific deviation. The Contractor shall not be relieved of the responsibility for errors or omissions in shop drawings, product data, samples or similar submittals by the Architect’s approval thereof. § 9.9.7 The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 9.10 Use of Site The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 9.11 Cutting and Patching The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. § 9.12 Cleaning Up The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery, and surplus material from and about the Project. § 9.13 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 19 § 9.14 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. § 9.15 Indemnification § 9.15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OWNER, ITS OFFICIALS, OFFICERS, BOARD OF DIRECTORS, REPRESENTATIVES, ATTORNEYS AND CONSULTANTS, ARCHITECT, ARCHITECT’S CONSULTANTS, AND AGENTS AND EMPLOYEES OF ANY OF THEM FROM AND AGAINST CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, SUITS, JUDGMENTS, AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND RELATED EXPENSES AND CONSULTANTS AND EXPERT WITNESS FEES AND RELATED EXPENSES, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK, PROVIDED THAT SUCH CLAIM, DAMAGE, LOSS, OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR TO INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY (INCLUDING THE WORK ITSELF), INCLUDING LOSS OF USE RESULTING THEREFROM, BUT ONLY TO THE EXTENT CAUSED IN WHOLE OR IN PART BY THE ACTS OR OMISSIONS OF THE CONTRACTOR, A SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, ANYONE THEY CONTROL OR EXERCISE CONTROL OVER, OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT SUCH CLAIM, DAMAGE, LOSS, OR EXPENSE IS CAUSED IN PART BY ANY ACTS OR OMISSIONS OF OWNER OR OWNER’S CONSULTANTS OR ANY OTHER PARTY OR PERSON INDEMNIFIED HEREUNDER. SUCH OBLIGATION SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE, OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY THAT WOULD OTHERWISE EXIST AS TO A PARTY OR PERSON DESCRIBED IN THIS SECTION 9.15. IF THE JOINT, CONCURRING, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE OF THE PARTIES GIVES RISE TO THE CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, SUITS, JUDGMENTS AND/OR EXPENSES FOR WHICH THE PARTIES ARE ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 9.15.1, THEN ANY LOSSES SHALL BE ALLOCATED BETWEEN THE PARTIES IN PROPORTION TO THEIR RESPECTIVE DEGREES OF FAULT OR NEGLIGENCE CONTRIBUTING FOR SUCH LOSSES. ALL COSTS AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN THAT EVENT SHALL BE REIMBURSED BY CONTRACTOR, AND ANY COSTS AND EXPENSES SO INCURRED BY INDEMNIFIED PARTIES SHALL BEAR INTEREST UNTIL REIMBURSED BY CONTRACTOR, AT THE POST-JUDGMENT INTEREST RATE PROVIDED TO BE PAID UNDER THE LAWS OF THE STATE OF TEXAS. § 9.15.2 IN CLAIMS AGAINST ANY PERSON OR ENTITY INDEMNIFIED UNDER THIS SECTION 9.15 BY AN EMPLOYEE OF THE CONTRACTOR, A SUBCONTRACTOR, A SUB-SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION UNDER SECTION 9.15.1 SHALL NOT BE LIMITED BY A LIMITATION ON AMOUNT OR TYPE OF DAMAGES, COMPENSATION, OR BENEFITS PAYABLE BY OR FOR THE CONTRACTOR OR A SUBCONTRACTOR UNDER INSURANCE POLICIES, WORKERS’ COMPENSATION ACTS, DISABILITY BENEFIT ACTS, OR OTHER EMPLOYEE BENEFIT ACTS. § 9.15.3 THE OBLIGATIONS OF THE CONTRACTOR UNDER THIS SECTION 9.15 SHALL NOT EXTEND TO THE LIABILITY OF THE ARCHITECT, THE ARCHITECT’S CONSULTANTS, AND AGENTS AND EMPLOYEES OF ANY OF THEM, CAUSED BY OR RESULTING FROM: (1) DEFECTS IN PLANS, DESIGNS, OR SPECIFICATIONS PREPARED, APPROVED, OR USED BY THE ARCHITECT OR ENGINEER; OR (2) NEGLIGENCE OF THE ARCHITECT OR ENGINEER IN THE RENDITION OR CONDUCT OF PROFESSIONAL DUTIES CALLED FOR OR ARISING OUT OF THE CONSTRUCTION CONTRACT AND THE PLANS, DESIGNS, OR SPECIFICATIONS THAT ARE A PART OF THE CONSTRUCTION CONTRACT; AND (3) ARISING FROM: (A) PERSONAL INJURY OR DEATH; (B) PROPERTY DAMAGE; OR (C) ANY OTHER EXPENSE THAT ARISES FROM PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 20 § 9.15.4 CONTRACTOR SHALL BE RESPONSIBLE FOR AND SHALL HOLD OWNER FREE AND HARMLESS FROM LIABILITY RESULTING FROM LOSS OF OR DAMAGE TO CONTRACTOR’S OR ITS SUBCONTRACTOR’S OR SUB-SUBCONTRACTORS CONSTRUCTION TOOLS AND EQUIPMENT AND RENTED ITEMS WHICH ARE USED OR INTENDED FOR USE IN PERFORMING THE WORK REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE IS CAUSED IN PART BY AN ACT OR OMISSION OF OWNER OR ITS AGENTS, OFFICERS, OR EMPLOYEES. THIS PROVISION SHALL APPLY, WITHOUT LIMITATION, TO LOSS OR DAMAGE OCCURRING AT THE WORK SITE OR WHILE SUCH ITEMS ARE IN TRANSIT TO OR FROM THE WORK SITE AND IS IN ADDITION TO CONTRACTOR’S OBLIGATIONS UNDER SECTION 9.15.1. § 9.15.5 THE OWNER MAY CAUSE ANY SEPARATE CONTRACTOR WHO MAY HAVE A CONTRACT WITH THE OWNER TO PERFORM CONSTRUCTION OR INSTALLATION WORK IN THE AREAS WHERE WORK WILL BE PERFORMED UNDER THIS AGREEMENT, TO AGREE TO INDEMNIFY AND TO HOLD THE OWNER AND THE CONTRACTOR HARMLESS FROM ALL CLAIMS FOR BODILY INJURY AND PROPERTY DAMAGE TO THE SAME EXTENT AS IS PROVIDED IN SECTION 9.15.1 ABOVE. LIKEWISE, CONTRACTOR AGREES TO INDEMNIFY AND TO HOLD THE OWNER’S SEPARATE CONTRACTORS HARMLESS FROM ALL CLAIMS FOR BODILY INJURY AND PROPERTY DAMAGE TO THE SAME EXTENT AS PROVIDED IN SECTION 9.15.1 ABOVE. § 9.15.6 THE CONTRACTOR AGREES THAT ANY INSURANCE POLICY SHALL PROVIDE FOR THE WAIVER OF SUBROGATION RIGHTS AGAINST THE OWNER. § 9.15.7 To the extent allowed by law, the Contractor agrees to insure the indemnity and hold harmless clauses contained in this Section 9.15, including its subparts, with insurance policies, approved by the Owner, and issued by a carrier authorized to do business in the State of Texas, in the minimum amounts set out in the Construction Documents. Any reference in the Contract to Section 9.15 shall include all of that section’s subparts. § 9.15.8 In claims against any person or entity indemnified under this Section 9.15 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under this Section 9.15 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts. The provisions of this Section 9.15 in its entirety, including all of its subparts, shall survive the completion, termination, or expiration of the Contract, howsoever caused, and no payment, partial payment, nor issuance of a certificate of Substantial Completion nor a certificate of Final Completion nor acceptance of occupancy in whole or in part of the Work shall waive or release any of the provisions of Section 9.15 and its subparts. ARTICLE 10 ARCHITECT § 10.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner’s representative during construction, until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. § 10.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. § 10.3 The Architect will visit the site at intervals appropriate to the stage of the construction to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 21 programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. § 10.4 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 10.5 Based on the Architect’s evaluations of the Work and of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 10.6 The Architect has authority to reject Work that does not conform to the Contract Documents and to require inspection or testing of the Work. § 10.7 The Architect will review and approve or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 10.8 The Architect will interpret and make recommendations on matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor, which shall be copied to the other. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. The Owner will make the final determination of all matters concerning performance after consultation with the Architect. § 10.9 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 10.10 The Architect shall review, prepare and make recommendations to Owner regarding all Change Orders and Construction Change Directives for the Owner’s approval and execution in accordance with the Contract Documents, accompanied by all supporting documentation. The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Section 13.3. The Architect shall accept requests by the Owner, and shall review properly prepared, timely requests by the Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work by the Contractor shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents and do not change the Contract Sum or Contract Time, then the Architect may issue an order for a minor change in the Work with prior written notice to the Owner, or recommend to the Owner that the requested change be denied. The Architect is not authorized to approve changes involving major systems such as: footings; undergrounding; foundation; outward appearance; color schemes; floor plans; building materials; drainage; or mechanical equipment without Owner’s prior written consent. § 10.11 The Architect will conduct inspections and, in consultation with the Owner, determine the date or dates of Substantial Completion and the date of Final Completion; issue Certificates of Substantial Completion pursuant to Section 15.6; receive and forward to the Owner, for the Owner’s review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 15.7; and issue a final Certificate for Payment pursuant to Section 15.7. In the event Architect is required to perform more than two inspection(s) to determine the date or dates of Substantial Completion or Final Completion due to Contractor’s failure to meet the conditions for such completion, Contractor shall be responsible for paying or reimbursing Owner for the cost of any Additional Services charged by Architect or Consultants under the agreement between Owner and Architect. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 22 ARTICLE 11 SUBCONTRACTORS § 11.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site away from the site, or otherwise to furnish labor The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 11.2 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the Subcontractors proposed for each of the principal portions of the Work if any. The Contractor shall not contract with any Subcontractor to whom the Owner or Architect has made reasonable written objection within ten days after receipt of the Contractor’s list of Subcontractors If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 11.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work, which the Contractor, by the Contract Documents, assumes toward the Owner and Architect, and (2) allow the Subcontractor the benefit of all rights, remedies and redress against the Contractor that the Contractor, by these Contract Documents, has against the Owner. § 11.4 All subcontracts shall be in writing in form and substance substantially similar to the Contractor’s standard form subcontract and shall specifically provide that the Owner is an intended third-party beneficiary of such subcontract. ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 12.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 12.2 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s activities with theirs as required by the Contract Documents. § 12.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a Separate Contractor because of delays, improperly timed activities, or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work, or defective construction of a Separate Contractor. ARTICLE 13 CHANGES IN THE WORK § 13.1 By appropriate Modification, changes in the Work may be accomplished after execution of the Contract. The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, with the Contract Sum and Contract Time being adjusted accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor, and Architect, or by written Construction Change Directive signed by the Owner and Architect. Upon issuance of the Change Order or Construction Change Directive, the Contractor shall proceed promptly with such changes in the Work, unless otherwise provided in the Change Order or Construction Change Directive. A properly prepared written request for a change in the Work by Contractor shall be accompanied by sufficient supporting data and information to permit the Architect to make a recommendation to Owner. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 23 § 13.2 Adjustments in the Contract Sum and Contract Time resulting from a change in the Work shall be determined by mutual agreement of the parties or, in the case of a Construction Change Directive signed only by the Owner and Architect, by the Contractor’s cost of labor, material, equipment, and reasonable overhead and profit, unless the parties agree on another method for determining the cost or credit. Pending final determination of the total cost of a Construction Change Directive, the Contractor may request payment for Work completed pursuant to the Construction Change Directive. The Architect will make an interim determination of the amount of payment due for purposes of certifying the Contractor’s monthly Application for Payment. When the Owner and Contractor agree on adjustments to the Contract Sum and Contract Time arising from a Construction Change Directive, the Architect will prepare a Change Order. § 13.3 The Architect will, subject to Owner approval, have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. The Owner shall also retain authority to order such minor changes in the Work. The Contractor shall carry out such written orders promptly. Minor changes in the Work shall not include changes that involve the outward appearance of the structure, color schemes, floor plans, building materials, landscaping, or mechanical equipment. § 13.4 Contractor shall not make any claim for an adjustment to the Contract Sum or Contract Time due to: a change in the materials used; a change in the specified manner of constructing and/or installing the Work; or additional labor, services, or materials, beyond that actually required by the terms of the Contract Documents, unless made pursuant to a written order or directive from Owner authorizing Contractor to proceed with a Change in the Work. No claim for an adjustment to Contract Sum or Contract Time shall be valid unless so ordered or directed. § 13.5 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be equitably adjusted as mutually agreed between the Owner and Contractor; provided that the Contractor provides notice to the Owner and Architect promptly and before conditions are disturbed. § 13.6 Calculation of costs or credits for Changes, minor changes, Proposals, Contingency expenditures and Allowance expenditures. § 13.6.1 When calculating the Cost of the Work for Changes, minor changes, Proposals, Contingency expenditures and Allowances, the Contractor shall furnish and include substantiation to satisfaction of the Owner of the following from Subcontractors: Description of Subcontractor Cost of the Work element A Bare Material Costs B Labor Hours C Labor Costs (Direct only, no markup) D Labor Cost Markup (Benefits, employer taxes) E Equipment F Markup on Work performed by other than Subcontractor’s own forces, which shall not exceed 10% G Contractor’s Overhead and Profit, which shall not exceed 15% of A through F Cost of the Work (Sum of A through G) § 13.6.2 When Contractor self performs Work, when calculating the Cost of the Work for Changes, minor changes, Proposals, Contingency expenditures and Allowances, the Contractor shall furnish and include substantiation to satisfaction of the Owner of the following: Description of Contractor Cost of the Work element A Bare Material Costs SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 24 B Labor Hours C Labor Costs (Direct only, no markup) D Labor Cost Markup (Benefits, employer taxes) E Equipment F Contractor’s Overhead and Profit, which shall not exceed 15% of through E G Cost of the Work (Sum of A through F) No additional Fee or General Conditions cost shall apply to self-performed Work. § 13.6.3 For Unit Prices, if any, stated in the Contract Documents or subsequently agreed upon. Additional mark-ups for overhead and profit will not be allowed in Unit Price Work. § 13.7 The Contractor, upon receipt of written notification by the Architect of a proposed item of change in the Work, shall prepare within 10 calendar days a Change Proposal in such form or forms as directed by the Architect. .1 Each separate Change Proposal shall be numbered consecutively and shall include all cost related to the proposed Change in the Work, including any disruption or impact on performance. .2 The Subcontractor’s itemized accounting shall be included with the Change Proposal; .3 If a Change Proposal is returned to the Contractor for additional information or if the scope of the proposed change in the Work is modified by additions, deletions or other revisions, the Contractor shall revise the Change Proposal accordingly and resubmit the revised Change Proposal to the Architect and the Contractor; .4 A revised Change Proposal shall be the original Change Proposal number suffixed by the letter "R" to designate a revision in the original Change Proposal. If additional revisions to a revised Change Proposal are necessary, each subsequent revision shall be identified by an appropriate numeral suffix immediately following the "R" suffix; .5 Upon written approval of a Change Proposal by Owner, the Architect and the Contractor, the Architect will prepare an Allowance Expenditure Authorization or Change Order authorizing such change in the Work; and .6 The Contractor shall request extensions of Contract Time due to changes in the Work only at the time of submitting its Change Proposal. Contractor’s failure to do so shall represent a waiver of any right to request a Contract Time extension. Any request for extensions of Contract Time must be substantiated through the demonstration of the impact of the proposed item of change in the Work to the critical path schedule for the Project. § 13.8 Change Orders § 13.8.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 13.8.2 In no event shall a single change, or the aggregate of all changes, result in the total costs, reimbursements and fees exceeding the Contract Sum or be the basis of a change in the Contract Time unless and until such change has been authorized by a Change Order executed and issued by the Owner in accordance with the Contract Documents prior to the commencement of such modified or changed Work. Changes in the Work may be made without notice to Contractor’s sureties and absence of such notice shall not relieve such sureties of any of their obligations to Owner. § 13.8.3 Contractor stipulates that acceptance of a Change Order by the Contractor shall constitute full accord and satisfaction for any and all Claims, whether direct or indirect, including but not limited to, impact or delay damages, arising from the subject matter of the Change Order and attorney’s fees and costs arising from a dispute with a Subcontractor or Sub-subcontractor over the Change Order. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 25 § 13.8.4 Methods used in determining adjustments to the Contract Sum may include those listed in Section 13.8.3. § 13.9 Construction Change Directives § 13.9.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and, if required by the Owner, the Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 13.9.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 13.9.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices, if any, stated in the Contract Documents or subsequently agreed upon (additional mark-ups for overhead, profit and fees will not be allowed); .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee, subject to the limitations of this Article 13; or .4 As provided in Section 13.8.4, subject to the limitations of this Article 13. § 13.9.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, then the adjustment shall be determined by the Architect on the basis of the amount by which the Contractor’s direct costs have actually been increased over the direct cost of performing the Work without the Change in the Work. Direct costs shall be limited to the following to the extent such costs are reasonable: .1 Actual costs of labor, including applicable payroll taxes, workers’ compensation insurance, and other employee costs approved by the Architect; .2 Actual costs of materials, supplies, and equipment, including cost of transportation, used in performing the change in the Work; .3 Actual rental costs of machinery and equipment rented from third parties, exclusive of hand tools, at rates that are no greater than market rates in the locale of the Work at the time of the Work; and .4 Actual costs of premiums for all bonds and insurance, and permit fees, directly related to the change. The Contractor shall keep and present, in such form as the Architect or Owner may prescribe, an itemized accounting of the items listed above, together with appropriate supporting documentation. § 13.9.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 21. § 13.9.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved regardless of the Contractor’s agreement with or disagreement with the adjustment in the Contract Sum or Contract Time or the method for determining them and shall promptly advise the Architect of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 13.9.7 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 13.9.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost plus the Contractor’s allocated percent of profit and overhead as confirmed by the Architect. § 13.9.9 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 26 agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. ARTICLE 14 TIME § 14.1 Definitions §14.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Final Completion of the Work. § 14.1.2 The date of commencement of the Work is the first business day after Contractor’s receipt of the written Notice to Proceed. The Notice to Proceed shall not be issued by the Architect until the Agreement has been signed by the Contractor, approved by Owner’s City Council (unless otherwise delegated), signed by the Owner’s authorized representative, and Owner and Architect have received, and approved as to form, all required payment and performance bonds and insurance in compliance with Article 17. Issuance of the notice to proceed shall not relieve the Contractor of its responsibility to comply with Article 17. § 14.1.3 The date of Substantial Completion is the date certified by the Architect and approved by the Owner in accordance with Section 15.6. The date of Final Completion is the date certified by the Architect and Owner in accordance with Section 15.7. Unless otherwise agreed in writing by the Owner, the Contractor agrees that Final Completion shall occur not more than thirty (30) calendar days after the date of Substantial Completion. § 14.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 14.2 Progress and Completion § 14.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor stipulates that the Contract Time is a reasonable period for performing the Work. § 14.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner’s approval of such insurance. § 14.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Final Completion within the Contract Time. § 14.2.4 The Contractor is subject to liquidated damages, as specified in the Agreement, if the Work is not completed by the date of Substantial Completion or the date of Final Completion. § 14.3 Delays and Extensions of Time (Paragraphs deleted) § 14.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an authorized employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by fire, governmental actions, adverse weather conditions documented in accordance with the Contract Documents, or other causes beyond the Contractor’s reasonable control which do not arise through the action or inaction of Contractor or its Subcontractor, Sub-subcontractor or suppliers, could not have been reasonably anticipated, and could not have been avoided through the exercise of reasonable care or prudent construction management by the Contractor; (4) by delay authorized in writing by the Owner; or (5) by other causes that the Contractor asserts, and the Architect and Owner determine, justify delay, then the Contract Time may be extended for such reasonable time as the Architect and Owner may determine. The foregoing notwithstanding, the Contractor shall not be entitled to an extension of time for changes in the Work required due to Contractor fault, or which extend beyond the time extension provided in a Change Order. Nothing in this provision will limit the rights of Owner under other provisions of this Contract. Any provision of the Contract Documents to the contrary notwithstanding, it is expressly agreed that the extension of the Contract Time shall be Contractor’s sole remedy for any delay unless the same shall have been caused by acts constituting interference by the Owner which materially interfere with Contractor’s performance of the Work, and then only to the extent that such acts continue after Contractor’s reasonable prior written notice to Owner of such interference. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 27 § 14.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 21. A disagreement concerning time extensions shall not relieve the Contractor from performing the Work required by the Contract Documents and shall not be cause for the Contractor to suspend Work on the Project. § 14.3.3 The Contract does not permit the recovery of damages, including, without limitation, extended home office overhead expenses, general conditions or other consequential damages, by the Contractor for delay or disruption or for extensions of time due to bad weather or acts of God. Contractor agrees that Contractor shall be fully compensated for all delays solely by an extension of time. Owner’s exercise of any of its rights under the Contract Documents, including without limitation, its rights under Article 13, Changes in the Work, regardless of the extent or number of such changes or Owner’s exercise of any of its remedies of suspension of the Work or requirement of correction or re-execution of any defective Work, shall not, under any circumstances, be construed as interference with Contractor’s performance of the Work and shall not entitle the Contractor to any additional compensation. § 14.3.4 In the event of inexcusable delay by Contractor, Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts or re-sequencing of the Work. All such acceleration shall be at no cost to Owner. § 14.3.5 In the event that Contractor does not complete the Work within the Contract Time, then in addition to any other costs and damages (liquidated or otherwise) for which Contractor is responsible, Contractor will provide, at its expense, any bonds required by governmental authorities to enable Owner to secure a Certificate of Occupancy (if required) even though there are items of Work which are incomplete. § 14.3.6 The Contractor’s claims related to time shall be made in accordance with applicable provisions of the Contract Documents or they shall be deemed waived. ARTICLE 15 PAYMENTS AND COMPLETION § 15.1 Schedule of Values § 15.1.1 The Contractor shall submit a Schedule of Values to the Architect and the Owner before the first Application for Payment allocating the entire Contract Sum to the various portions of the Work. The Schedule of Values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Architect and the Owner. This Schedule, unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Contractor’s Applications for Payment. Any changes to the Schedule of Values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment. The Schedule of Values shall be prepared in such a manner that each major item of Work, whether done by Contractor’s own forces or subcontracted, is shown as a single line item on AIA Documents G702 and G703, Application and Certificate for Payment. § 15.1.2 In order to facilitate the review of Applications for Payment, the Schedule of Values shall be submitted on AIA Documents G702 and G703 (or G732 and G703, as applicable), and shall include the following: .1 Contractor’s cost for Contractor’s fee (if applicable) bonds and insurance, mobilization, general conditions, etc. shall be listed as individual line items. .2 Contractor’s costs for various construction items shall be detailed. For example, concrete work shall be subdivided into footings, grade beams, floor slabs, paving, etc. .3 On major subcontracts, such as mechanical, electrical and plumbing, the schedule shall indicate line items and amounts in detail (for example: underground, irrigation, landscaping, major equipment, fixtures, installation fixtures, start-up, etc.). .4 Costs for subcontract work shall be listed without any additional mark-up of Contractor’s costs for overhead, profit or supervision. .5 If payment for stored materials is requested prior to installation, then material and labor shall be listed as separate line items. Contractor shall provide a report of actual versus projected reimbursable expenses (general conditions), updated monthly. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 28 § 15.1.2.1 The allocation of the Stipulated Sum or Guaranteed Maximum Price under this Section 15.1 shall not constitute a separate stipulated sum or guaranteed maximum price for each individual line item in the schedule of values. If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices may, by mutual written agreement, be equitably adjusted. § 15.1.3 Notwithstanding anything to the contrary contained in the Contract Documents, the Owner may withhold any payment to the Contractor hereunder if and for so long as the Contractor fails to perform any of its material obligations hereunder or is otherwise in default under any of the provisions of the Contract Documents, subject to the requirements of applicable law. § 15.2 Control Estimate § 15.2.1 Where the Contract Sum is the Cost of the Work, plus the Contractor’s Fee without a Guaranteed Maximum Price pursuant to Section 3.3, the Contractor shall prepare and submit to the Owner a Control Estimate within 14 days of executing this Agreement. The Control Estimate shall include the estimated Cost of the Work plus the Contractor’s Fee. § 15.2.2 The Control Estimate shall include: .1 the documents enumerated in Article 6, including all Modifications thereto; .2 a list of the assumptions made by the Contractor in the preparation of the Control Estimate to supplement the information provided by the Owner and contained in the Contract Documents; .3 a statement of the estimated Cost of the Work organized by trade categories or systems and the Contractor’s Fee; .4 a project schedule upon which the Control Estimate is based, indicating proposed Subcontractors, activity sequences and durations, milestone dates for receipt and approval of pertinent information, schedule of shop drawings and samples, procurement and delivery of materials or equipment the Owner’s occupancy requirements, and the date of Substantial Completion; and .5 a list of any contingency amounts included in the Control Estimate for further development of design and construction. § 15.2.3 When the Control Estimate is acceptable to the Owner and Architect, the Owner shall acknowledge it in writing. The Owner’s acceptance of the Control Estimate does not imply that the Control Estimate constitutes a Guaranteed Maximum Price. § 15.2.4 The Contractor shall develop and implement a detailed system of cost control that will provide the Owner and Architect with timely information as to the anticipated total Cost of the Work. The cost control system shall compare the Control Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed changes. This information shall be reported to the Owner, in writing, no later than the Contractor’s first Application for Payment and shall be revised and submitted with each Application for Payment. § 15.2.5 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions contained in the Control Estimate. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the Control Estimate and the revised Contract Documents. § 15.3 Applications for Payment § 15.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 15.1, for completed portions of the Work. The application shall be notarized, if required; be supported by all data substantiating the Contractor’s right to payment that the Owner or Architect require; shall reflect retainage if provided for in the Contract Documents; and include any revised cost control information required by Section 15.2.4. Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 29 § 15.3.2 With each Application for Payment where the Contract Sum is based upon the Cost of the Work, or the Cost of the Work with a Guaranteed Maximum Price, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor’s Fee. § 15.3.3 Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing. Contractor shall submit Applications for Payment in quadruplicate using AIA Documents G702 and G703 Application and Certificate of Payment (or G732 and G703, if applicable) and Continuation Sheet. All blanks in the form must be completed and signatures of Contractor and Notary Public must be original on each form. Incomplete or inaccurate Applications for Payment shall be returned to the Contractor by the Architect for completion and/or correction. Owner shall have no responsibility for payment of same if the Application for Payment is incomplete or inaccurate. § 15.3.4 All progress payment requests shall be accompanied by (i) an itemization of all Subcontractors, Sub-subcontractors, and suppliers, the amounts due each, and the amounts to be paid out of said progress payment to each of them and (ii) by unconditional lien waivers releasing all liens and lien rights with respect to Work for which Owner has made payment under a prior progress payment request in a form reasonably satisfactory to Owner from Contractor and all its subcontractors and material suppliers with contracts in excess of $25,000.00 (Evidence of prior progress payment shall apply to progress payments 61-days or older). When Contractor submits its request for payment of retainage, Contractor shall submit "All Bills Paid" affidavits and unconditional final lien waivers fully releasing all liens and lien rights with respect to the Work in a form reasonably satisfactory to Owner from Contractor and all its Subcontractors, Sub-subcontractors, and suppliers with contracts in excess of $25,000.00. Applications for Payment shall be certified as correct by Contractor. Each Application for Payment shall also be accompanied by Certified Payrolls (if Davis-Bacon Act is applicable) and such other affidavits, certificates, information, data, and schedules as Owner may reasonably require. The Owner is not required to make any payment to Contractor to the extent reasonably necessary to protect Owner. § 15.3.5 The Contractor warrants that title to all Work, materials, and equipment covered by an Application for Payment will irrevocably pass to the Owner no later than the time of Owner’s payment to Contractor of the invoiced cost. Such title shall be free and clear of all liens, claims, security interests or encumbrances. No Work, material or equipment covered by an Application for Payment shall be subject to an agreement under which an interest is retained or an encumbrance is attached by the seller, the Contractor, or other party. The Contractor further warrants that, upon submittal of an Application for Payment, all Work, materials, and equipment for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, Sub-subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD OWNER HARMLESS FROM AND AGAINST ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY THE CONTRACTOR, SUBCONTRACTORS, OR ANYONE CLAIMING BY, THROUGH OR UNDER THE CONTRACTOR OR SUBCONTRACTOR FOR WORK, MATERIALS, EQUIPMENT, OR OTHER ITEMS COVERED BY PAYMENTS MADE BY THE OWNER TO CONTRACTOR. § 15.3.6 Contractor shall submit Applications for Payment in quadruplicate using AIA Documents G702 and G703 Application and Certificate of Payment (or G732 and G703, if applicable) and Continuation Sheet. All blanks in the form must be completed and signatures of Contractor and Notary Public must be original on each form. Incomplete or inaccurate Applications for Payment shall be returned to the Contractor by the Architect for completion and/or correction. Owner shall have no responsibility for payment of same if the Application for Payment is incomplete or inaccurate. § 15.3.7 By signing each Application for Payment, the Contractor stipulates and certifies to the following: that the information presented is true, correct, accurate and complete; that the Contractor has made the necessary detailed examinations, audits and arithmetic verifications; that the submitted Work has been completed to the extent SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 30 represented in the Applications for Payment; that the materials, equipment, and supplies identified in the Applications for Payment have been purchased, paid for and received; that the Subcontractors, Sub-subcontractors, and suppliers have been paid as identified in the Applications for Payment or that Contractor has been invoiced for same; that Contractor has made the necessary on-site inspections to confirm the accuracy of the Applications for Payment; that there are no known mechanics’ or materialmens’ liens outstanding at the date of this requisition; all due and payable bills with respect to the Work have been paid to date or are included in the amount requested in the current application; that, except for such bills not paid but so included, there is no known basis for the filing of any mechanics’ or materialmens’ liens on the Work; that the Payment Application includes only Work self-performed by Contractor or for which Contractor has been invoiced; and that releases from all Subcontractors, Sub-subcontractors, suppliers, and materialmen have been obtained in such form as to constitute an effective release of lien under the laws of the State of Texas covering all Work performed and for which payment has been made by the Owner to the Contractor. Contractor understands that documents submitted to Owner become government documents under the laws of the State of Texas. Contractor further understands that falsification of Contractor’s Application for Payment may constitute a violation of the penal laws of the State of Texas, including, but not limited to, Texas Penal Code Sections 32.46 and 37.10, and may justify termination of Contractor’s Contract with Owner. § 15.3.8 Contractor’s request for payment of the retainage may be made only upon expiration of thirty (30) calendar days after Final Completion. The request shall be accompanied by the Contractor’s Affidavit of Payment of Debts and Claims or a comparable affidavit on a form acceptable to Owner. This document must be executed under oath and notarized. § 15.4 Certificates for Payment § 15.4.1 The Architect will, within seven (7) days after receipt of the Contractor’s Application for Payment: (1) certify, sign, and issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) certify, sign, and issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner of the Architect’s reasons for withholding certification in part as provided in Section 15.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect’s reason for withholding certification in whole as provided in Section 15.5.1; or return the Payment Application to the Contractor as provided in Section 15.3.3. The Owner shall have the right to reject, modify, or approve the Architect’s Certificate for Payment in whole or in part, and shall have the right to make the final determination of the payment to be made to the Contractor. § 15.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner that, the Architect has observed the progress of the Work and determined that, in the Architect’s professional opinion, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and the amounts requested in the Application for Payment have been critically evaluated and certified and are valid and correct. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect in writing to the Owner. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors, Sub-subcontractors, and suppliers and other data unless requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. Examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s accountants or other representatives of the Owner acting in the sole interest of the Owner. § 15.4.3 The (Paragraphs deleted) issuance of a Certificate for Payment shall constitute a recommendation to the Owner regarding the amount to be paid and shall be a prerequisite to any payment being made by the Owner to the Contractor. The Certificate of Payment is not binding on the Owner, and the Owner may rely on other provisions of the Contract Documents, as well as the SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 31 Architect’s Certificate, and on other information known to the Owner to determine the amount to be paid to or withheld from the Contractor. (Paragraph deleted) § 15.5 Progress Payments § 15.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 15.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 15.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including, but not limited to, loss resulting from acts and omissions described in Section 9.2.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors, Sub-subcontractors, or suppliers for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; .7 failure to carry out the Work in accordance with the Contract Documents; .8 failure to submit a written plan indicating action by the Contractor to regain the time schedule for completion of Work within the Contract Time; or failure to provide any submittals or documentation required under the Contract Documents in a timely manner, including a schedule of values and a construction schedule. § 15.5.2 If the Contractor disputes the Architect’s or Owner’s decision regarding a Certificate for Payment under Section 15.5.1, in whole or in part, the Contractor may submit a Claim in accordance with Article 21. § 15.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 15.5.4 Notwithstanding any provision contained within this Article, if the Work has not attained Substantial Completion or Final Completion by the required dates, subject to extensions of time allowed under these General Conditions, then Architect may withhold any further Certificate for Payment to Contractor to the extent necessary to preserve sufficient funds to complete the construction of the Project and to cover liquidated damages. The Owner shall not be deemed to be in breach of the Contract Documents by reason of the withholding of any payment which Owner is entitled to withhold pursuant to any provision of the Contract Documents or withholding in reliance on any such Contract Document provision in good faith, or withholding, in good faith, in reliance on information that has come to the attention of the Owner that Owner reasonably believes constitutes sufficient reason to withhold payment, and no interest shall accrue in connection with the withheld payment(s) determined to have been properly withheld. § 15.5.5 Progress Payments § 15.5.5.1 After the Architect has issued a Certificate for Payment for undisputed amounts, the Owner shall review the Application for Payment and the Architect’s Certificate and shall make payment or withhold payment in the manner and within the time provided in the Contract Documents, and shall notify Contractor within 21 days if Owner disputes the Architect’s Certificate for Payment, listing the specific reasons for nonpayment. Payments to the Contractor shall not be construed as releasing the Contractor or SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 32 his Surety from any obligations under the Contract Documents. § 15.5.5.2 The Contractor will receive the payments made by Owner and will hold such payments in trust to be applied first to the payment of Subcontractors, Sub-subcontractors, suppliers and any other parties furnishing labor, materials, equipment or services for the Work in accordance with the provisions of their subcontracts. The Contractor shall pay each Subcontractor, Sub-subcontractor, and supplier, no later than seven days after receipt of payment from the Owner and before using any part of the payment from the Owner for any other purpose, the amount to which such party is entitled, reflecting percentages actually retained from payments to the Contractor on account of such party’s portion of the Work, and shall, if requested, provide the Owner with evidence of such payment. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner, and if the Owner so requests, shall provide to the Owner copies of such Subcontractor payments. If the Contractor has failed to make payment promptly to the Contractor’s Subcontractors, Sub-subcontractor, or for materials or labor used in the Work for which the Owner has made payment to the Contractor, the Owner shall be entitled to withhold payment to the Contractor, in part or in whole, to the extent necessary to protect the Owner. This Section is subject to the provisions of Texas Business and Commerce Code Chapter 56. § 15.5.5.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 15.5.5.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors, Sub-subcontractors, and suppliers’ amounts paid by the Owner to the Contractor for subcontracted Work. The Owner shall have the right at all times to contact Subcontractors, Sub-subcontractors, and suppliers to ascertain whether they have been properly paid. Progress payments may, in the discretion of Owner, be made in the form of checks payable jointly to the Contractor and such parties. In the event Owner receives any notices of nonpayment from parties furnishing labor, materials, equipment, or services for the Work, progress payments and/or Final Payment may, in the discretion of Owner, be made in the form of checks payable jointly to the Contractor and such parties for such amounts as the Contractor agrees or the Owner determines are due. Notwithstanding any other provision in the Contract Documents, neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor, Sub-subcontractor or supplier. Action on the part of the Owner to require Contractor to pay a Subcontractor, Sub-subcontractor, or supplier shall not impose any liability on Owner. § 15.5.5.5 The Contractor’s payments to suppliers shall be treated in a manner similar to that provided in Sections 15.5.5.2, 15.5.5.3 and 15.5.5.4. § 15.5.5.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 15.5.5.7 The Contractor shall, as a condition precedent to any obligation of the Owner under the Contract, provide to the Owner payment and performance bonds in accordance with the terms and provisions of the Contract Documents, including Article 17 herein. Payments received by the Contractor from the Owner for Work properly performed by Subcontractors, Sub-subcontractors, or provided by suppliers shall be held in trust by the Contractor for the benefit of those Subcontractors, Sub-subcontractors, or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. § 15.5.5.8 Contractor shall not withhold as a retainage a greater percentage from Subcontractors or materialmen than the percentage that Owner withheld as retainage from payments to Contractor. § 15.6 Substantial Completion § 15.6.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use; all Project systems included in the Work or designated portion thereof have been successfully tested and are fully operational; operation and maintenance data shall have been submitted and approved; all required governmental inspections and certifications required of the Work have been made, approved and posted; designated SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 33 initial demonstration and instruction of Owner’s personnel in the operation of Project systems has been completed; all the required final finishes set out in the Construction Documents are in place; and all major punch-list items and a majority of minor items of a cosmetic nature have been completed and accepted by Owner. The only remaining Work shall be minor in nature so that the Owner can occupy or otherwise utilize the Work or the applicable portion of the Work for all of its intended purposes on that date; and the completion of the Work by the Contractor will not materially interfere with or hamper Owner’s (or those claiming by, through or under the Owner) normal municipal or other business operations or other intended use. As a further condition of a determination of Substantial Completion, the Contractor shall certify that all remaining Work shall be completed within 30 consecutive calendar days after the date of Substantial Completion. All work that could interfere with the Owner’s use following Substantial Completion shall be performed by the Contractor after hours at no additional expense to the Owner. § 15.6.1.1 In the event substantial completion is not achieved by the designated date, or as it may be extended, Owner may withhold payment of any further sums due until Substantial Completion is achieved. Owner shall also be entitled to deduct out of any sums due to Contractor any or all liquidated damages due Owner in accordance with the Contract Documents. In addition to the requirements of the Contract Documents, it is expressly understood that the establishment of Substantial Completion is subject to the following: 1.Any applicable lighting, landscaping and irrigation must be complete. 2.All Energy Management Systems must be complete and fully operational and demonstrated to the Owner. 3.Any applicable sound, audio and video, communications equipment and telephone systems must be complete and demonstrated to the Owner. 4.All signage must be complete. 5.All Owner demonstrations and training must be completed, including irrigation and electrical equipment. 6.All exterior clean-up of landscaping must be complete. 7.All other clean-up must be complete. 8.A final Certificate of Occupancy or other regulatory approvals conforming to the requirements of the location jurisdictional authority must be signed by the Contractor and delivered to the Owner. 9.All operation and maintenance manuals must be complete and delivered to the Owner. § 15.6.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. The Architect and/or Owner shall have the right to add additional items to be completed or corrected to the comprehensive list submitted by the Contractor. § 15.6.2.1 The Contractor’s superintendent shall participate in the preparation of the Contractor’s punch list that is submitted to the Architect and Owner for supplementation. Upon receipt, the Architect shall perform a spot review to determine the adequacy and completeness of the Contractor’s punch list. Should the Architect determine that the Contractor’s punch list lacks sufficient detail or requires extensive supplementation, the punch list will be returned to the Contractor for further inspection and revision. The date of Substantial Completion will be delayed until the punch list submitted is a reasonable representation of the Work to be done. § 15.6.2.2 Upon receipt of an acceptable Contractor’s punch list, the Contractor’s superintendent shall accompany the Architect, its Consultants and the Owner (at the Owner’s discretion) during their inspections and the preparation of verbal or written additions to the Contractor’s punch list. The Contractor’s superintendent shall record or otherwise take notes of all supplementary items and incorporate them into the Final Punch List. A typed addition to the supplements to the punch list will be made by the Contractor. This procedure will produce a Final Punch List that has the Contractor’s, Architect’s, Consultants’ and Owner’s comments incorporated in only one list. Delay in the preparation of the Final Punch List shall not be cause for a claim for additional cost or extension of time as the Contractor’s superintendent shall have been in attendance during the inspections of the Architect and its consultants and will have been expected to have taken appropriate notes. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 34 § 15.6.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, then the Architect shall so notify the Contractor and Owner in writing, and the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect or Owner. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. Except with the consent of the Owner, the Architect shall perform no more than two (2) inspections to determine whether the Work or a designated portion thereof has attained Substantial Completion in accordance with the Contract Documents. Any fee which Owner incurs for additional site visits of Architect for determination of Substantial Completion will be at the expense of Contractor. Owner will deduct the amount of Architect’s compensation for re-inspection services from Final Payment or, at the Owner’s discretion, may require the Contractor to reimburse the Owner for such costs directly. § 15.6.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare, sign, and issue Owner’s Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the Final Punch List accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof. § 15.6.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. § 15.6.5.1 After the date of Substantial Completion of the Work as evidenced by the Certificate of Substantial Completion, the Contractor will be allowed a period of thirty (30) calendar days, unless extended by mutual agreement or provision of the Contract, within which to complete all Work and correct all deficiencies contained in the Final Punch List attached to the Certificate of Substantial Completion. Failure by the Contractor to complete such corrections within the stipulated time will be reported to the Contractor’s surety. In the report of deficiency, the Contractor and surety will be informed that, should correction remain incomplete for ten (10) additional calendar days, the Owner will initiate action to complete corrective work out of the remaining contract funds in accordance with Article 20.2. Additional costs of the Owner, Architect, and other consultants incurred because of the Contractor’s failure to complete the correction of deficiencies within thirty (30) calendar days after the date of Substantial Completion, unless extended by mutual agreement or provision of the Contract, will be deducted from the funds remaining to be paid to the Contractor. Should corrective work following Substantial Completion require more than one re-inspection after notification by the Contractor that corrections are complete; the cost of subsequent inspections shall also be deducted from funds remaining unpaid to the Contractor. § 15.6.6 Retainage is not due to the Contractor until thirty-one (31) days after Final Completion of the Work as set out in Section 15.7. After the Certificate of Substantial Completion is accepted by the Owner, the Owner may, at its sole discretion and upon acceptance and consent of surety, make payment of retainage on all or a part of the Work accepted. Final Completion includes submittal of all required closeout and record documents. § 15.7 Final Completion and Final Payment § 15.7.1 When all of the Work is finally completed, all required documentation has been submitted, and the Contractor is ready for a final inspection, it shall notify the Owner and the Architect thereof in writing. Upon receipt of the Contractor’s notice that the Work is ready for final inspection and acceptance, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Contractor shall issue its final Application for Payment. Upon the Architect’s agreement and approval, the Architect will promptly prepare, sign, and issue Owner’s Certificate of Final Completion and a final Certificate for Payment certifying to Owner that on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 15.7.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. Owner may rely on other provisions of the Contract Documents, as well as the Architect’s SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 35 certifications, in determining the payment to be made to Contractor. Final Payment shall be made by the Owner in accordance with Owner’s regular schedule for payments. The Architect is obligated under the agreement between Owner and Architect to make only a limited number of site visits to determine Final Completion. Any fee which Owner incurs for additional site visits of Architect for determination of Final Completion will be at the expense of Contractor. Owner will deduct amount of Architect’s compensation for re-inspection services from final payment or, at the Owner’s discretion, may require the Contractor to reimburse the Owner for such costs directly. § 15.7.2 Neither Final Payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) using AIA Document G706, an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) evidence satisfactory to Owner that insurance required by the Contract Documents to remain in force after Final Payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) using AIA Document G707, Consent of Surety, if any, to Final Payment, (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6) except for amounts currently withheld by the Owner, other data establishing payment or satisfaction of obligations, such as AIA Document G706A, notarized subcontractor lien releases, and other receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract or the Work, to the extent and in such form as may be designated by the Owner. If a Subcontractor, Sub- subcontractor, or supplier refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys’ fees. In addition, the following items must be completed and received by the Owner before Final Payment will be due: .1 Written certifications and notices required by Article 16 .2 Final List of Subcontractors (AIA Document G705); .3 Contractor’s and other required warranties, organized as required elsewhere in the Contract Documents; .4 Maintenance and Instruction Manuals; .5 Owner’s Final Completion Certificate; and .6 Record drawings and "as built" drawings as required elsewhere in the Contract Documents. Documents identified as affidavits must be notarized. All manuals will contain an index listing the information submitted. The index section will be divided and identified by tabbing each section as listed in the index. Upon request, the Architect will furnish the Contractor with blank copies of the forms listed above. Final Payment shall be paid by the Owner to the Contractor within thirty (30) days after Owner’s City Council has voted to accept the Work and approve Final Payment, unless otherwise delegated. § 15.7.2.1 If, after Substantial Completion of the Work, Final Completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting Final Completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect and, if necessary, written consent of the surety, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted, less retainage. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing Final Payment, and it shall not constitute a waiver of claims by Owner. Nothing in this subsection is intended to limit or reduce Owner’s rights and remedies in the event of a Contractor default. § 15.7.3 The making of final payment shall (Paragraphs deleted) not constitute a waiver of any claims, rights or remedies by the Owner. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 36 § 15.7.4 Acceptance of Final Payment by the Contractor, a Subcontractor, a Sub-subcontractor, or supplier shall constitute a waiver of claims by that payee except those previously asserted pursuant to Article 21 and identified by that payee as unsettled at the time of the final Application for Payment. ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY § 16.1 Safety Precautions and Programs The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub-subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation, or replacement in the course of construction. The Contractor shall also do all things necessary to protect the Owner’s premises and all persons from damage and injury, when all or a portion of the Work is suspended for any reason. Contractor’s obligations under Section 16.2 as to each portion of the Project shall continue until Owner takes full possession of and occupies that portion of the Project. § 16.1.2 The Contractor shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. The Contractor shall promptly report in writing to the Owner and Architect all accidents arising out of or in connection with the Work which cause death, bodily injury, or property damage, giving full details and statements of any witnesses. In addition, if death, serious bodily injuries, or serious property damages are caused, the accident shall be reported immediately by telephone or messenger to the Owner and the Architect. § 16.1.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection to the extent appropriate for the Project, including installing fencing, posting danger signs and other warnings against hazards, promulgating safety regulations, and notifying the owners and users of adjacent sites and utilities of the safeguards. The Contractor shall also be responsible, at the Contractor’s sole cost and expense, for all measures necessary to protect any property adjacent to the Project and improvements therein. Any damage to such property or improvements shall be promptly repaired by the Contractor. Contractor shall provide reasonable fall protection safeguards and provide approved fall protection safety equipment for use by all exposed Contractor employees. § 16.1.4 When use or storage of hazardous materials or equipment, or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel, and shall only conduct such activities after giving reasonable advance written notice of the presence or use of such materials, equipment or methods to Owner and Architect. The storage of explosives on Owner’s property is prohibited. The use of explosive materials on Owner’s property is prohibited unless expressly approved in advance in writing by Owner and Architect. § 16.1.5 The Contractor shall promptly remedy damage and loss to property including without limitation damage and losses referred to in Sections 16.3 and caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 9.15. § 16.1.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 16.1.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 16.1.8 The Contractor shall be responsible for taking all precautions necessary to protect the Work in place from any foreseeable weather conditions which could cause any potential damage to portions or all Work in place or to other SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 37 portions of the Project. The Contractor shall be responsible for performing all repairs and/or replacement of any Work that results from foreseeable weather conditions, and shall also be responsible for all repairs and/or replacement of any other portions of the Project to the extent such repairs and/or replacement are required as a result of Contractor’s failure to properly secure the Work or otherwise take precautions with respect to the Work as required under this Section 16.1. § 16.2 Hazardous Materials and Substances § 16.2.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the condition. If Contractor encounters polychlorinated biphenyl (PCB), and the specifications require the PCB’s removal, the Contractor shall remove the PCB and store it in marked containers at the jobsite provided by the Owner. If PCBs are found which are leaking, then Contractor shall stop work on the affected fixture and shall contact Owner for removal and disposal of the leaking PCBs. § 16.2.2 Upon receipt of the Contractor’s notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has a reasonable objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume within a reasonable time to be determined upon written agreement of the Owner and Contractor. The Contractor may be entitled to an equitable adjustment regarding the Date of Substantial Completion and/or Final Completion to the extent of any delay directly attributable to efforts to remove or safely contain a material or substance as required hereunder. § 16.2.3 IF CONTRACTOR MOVES OR PLACES HAZARDOUS MATERIALS ONTO THE PROJECT SITE, THEN CONTRACTOR HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OWNER, ITS CONSULTANTS, OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES, AGAINST ANY CLAIMS ARISING OUT OF OR RELATED TO SUCH IMPORTATION, INCLUDING BUT NOT LIMITED TO COSTS AND EXPENSES THE OWNER INCURS FOR REMEDIATION OF A MATERIAL OR SUBSTANCE THE CONTRACTOR BRINGS TO THE SITE, AS PROVIDED FOR IN SECTION 9.15. § 16.2.4 The Owner shall not be responsible under this Section 16.3 for hazardous materials or substances the Contractor moves or places onto to the site. § 16.3 Injury or Damage to Person or Property If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts and omissions such party is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty-one (21) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. Provided, however, Contractor understands that, under Texas law, Owner has tort immunity and the Contract does not waive or limit such immunity. § 16.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury, or loss. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 38 § 16.5 Materials Containing Asbestos, Lead or PCB’s § 16.5.1 Prior to Final Payment and payment of retainage, the Contractor and, as applicable, each Subcontractor, Sub-subcontractor and supplier shall submit all applicable MSDS and a notarized statement on company or other official letterhead certifying to the best of their information, knowledge and belief, that no lead, asbestos, asbestos-containing (or, under reasonably foreseeable conditions, releasing) materials or PCBs in excess of amounts allowed by Local/State standards, laws, codes, rules and regulations; the Federal Environmental Protection Agency (EPA) standards and/or the Federal Occupational Safety and Health Administration (OSHA) standards, whichever is most restrictive, have been used or incorporated into the Work, and lead or lead-bearing (or, under reasonably foreseeable conditions, releasing) materials have not been incorporated into potable water systems. As used in this statement, the term "potable water systems" shall include, without limitation, those water systems for drinking fountains, all sinks, showers, bath tubs, residential and commercial kitchen equipment, ice machines, and hose bibs, as applicable to the Project. The notarized statement shall further state that, should any such materials be found in any of the Work in contravention of the notarized statement, then Contractor shall be responsible for taking all necessary corrective action to remove those materials from the Work, at no additional cost to the Owner. The notarized statement shall be dated, shall reference this specific Project, and shall be signed by not less than two (2) officers of the Contractor or the applicable Subcontractor, Sub-subcontractor, or supplier. § 16.5.2 To the best knowledge of the Owner and the Architect no products or materials containing asbestos or polychlorinated biphenyl (PCB) or other toxic substances have been specified for this Project. In the event the Contractor, its Subcontractors, Sub-subcontractors, or suppliers become aware that any products or materials specified, ordered, scheduled for or already incorporated in the Work on this Project, contain any hazardous material, whether stated in Section 16.3 or not, the situation shall be reported immediately to the Owner and Architect in writing. An acceptable, equal substitute for the product or material in question shall be proposed by the Contractor, and the product or material in question, if already onsite or incorporated in the Work, shall be removed from the site immediately and returned to the supplier or manufacturer. § 16.5.3 Final Payment and payment of retainage shall not be made until the information and notarized statements required under Section 16.5 have been received by Owner. ARTICLE 17 INSURANCE AND BONDS § 17.1 Contractor’s Insurance § 17.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in this Section 17.1 or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the insurance required by this Agreement from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 18.4, unless a different duration is stated below: § 17.1.2 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than one million dollars ($ 1,000,000.00 ) each occurrence, two million dollars ($ 2,000,000.00 ) general aggregate, and two million dollars ($ 2,000,000.00 ) aggregate for products-completed operations hazard, providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor’s indemnity obligations under Section 9.15. § 17.1.3 Automobile Liability covering vehicles owned by the Contractor and non-owned vehicles used by the Contractor, with policy limits of not less than one-hundred thousand dollars ($ 100,000.00 ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance, and use of those motor vehicles along with any other statutorily required automobile coverage. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 39 § 17.1.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as those required under Section 17.1.2 and 17.1.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 17.1.5 Workers’ Compensation at statutory limits. § 17.1.6 Employers’ Liability with policy limits not less than one hundred thousand dollars ($ 100,000.00 ) each accident, five hundred thousand dollars ($ 500,000.00 ) each employee, and one million dollars ($ 1,000,000.00 ) policy limit. § 17.1.7 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than one million dollars ($ 1,000,000.00 ) per claim and two million dollars ($ 2,000,000.00 ) in the aggregate. § 17.1.8 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than five hundred thousand dollars ($ 500,000.00 ) per claim and one million dollars ($ 1,000,000.00 ) in the aggregate. § 17.1.9 Coverage under Sections 17.1.7 and 17.1.8 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than one million dollars ($ 1,000,000.00 ) per claim and two million dollars ($ 2,000,000.00 ) in the aggregate. § 17.1.10 The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Section 17.1 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the period required by Section 17.1.1. The certificates will show the Owner as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy. The Owner’s acceptance of the Contractor’s certificate(s) of insurance does not relieve any of the Contractor’s responsibilities under the Contract and shall not constitute a waiver of the Contractor’s obligation to provide insurance as required by this Contract. The Owner has the right to receive copies of any of the Contractor’s insurance policies (including without limitation declaration pages, policy forms, and all endorsements) upon written request. § 17.1.11 The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § 17.1.12 To the fullest extent permitted by law, the Contractor shall cause the commercial liability coverage required by this Section 17.1 to include (1) the Owner, the Architect, and the Architect’s Consultants as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s Consultants, CG 20 32 07 04. The Owner shall continue as an additional insured, upon the terms herein, for the period of time the Owner may be held legally liable for the Contractors’ services, Work, or conduct. The Contractor shall require all of its subcontractors to include the Owner as an additional insured, upon terms substantially identical to those stated above, on the subcontractors’ Commercial General Liability coverage. § 17.1.13 Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by this Section 17.1, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 40 lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 17.1.14 Other Insurance Provided by the Contractor (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § 17.2 Owner’s Insurance § 17.2.1 Owner’s Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance. § 17.2.2 Property Insurance § 17.2.2.1 The Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder’s risk "all-risks" completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed or materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section 17.2.2.2, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § 17.2.2.2 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section 17.2.2.1 or, if necessary, replace the insurance policy required under Section 17.2.2.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 18.4. § 17.2.2.3 If the insurance required by this Section 17.2.2 is subject to deductibles or self-insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § 17.2.2.4 If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 18.4, "all-risks" property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. § 17.2.2.5 Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Section 17.2.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by this Section 17.2.2. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. § 17.2.2.6 Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any insurance required by this Section 17.2.2, the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 41 § 17.2.2.7 Waiver of Subrogation § 17.2.2.7.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents, and employees, each of the other; (2) the Architect and Architect’s consultants; and (3) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by this Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect, Architect’s consultants, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section 17.2.2.7 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 17.2.2.7.2 If during the Project construction period the Owner 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 Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 17.2.2.7.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 17.2.2.8 A loss insured under the Owner’s property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements, written where legally required for validity, the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 17.2.3 Other Insurance Provided by the Owner (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits § 17.3 Performance Bond and Payment Bond § 17.3.1 The Contractor shall provide surety bonds, from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located, as follows: Payment Bond in an amount not less than 100% of the Contract Sum through a corporate surety company, conditioned for the payment of all laborers and mechanics for labor that is performed and for the payment for material and equipment rental which is actually used or rented in the performance of the Contract. Performance Bond In an amount not less than 100% of the Contract Sum § 17.3.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished and shall notify the Owner and Architect of any claim(s) made on any payment of obligations covered by such bond(s) within three (3) business days of receipt of such claim(s). ARTICLE 18 CORRECTION OF WORK § 18.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed, or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. § 18.2 In addition to the Contractor’s obligations under Section 9.4, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 42 under Section 15.6.4, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. § 18.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Section 8.3. § 18.4 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 18.5 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Article 18. § 18.6 The Owner may make emergency repairs to the Work or take such other measures necessary under the circumstances, if the Contractor does not promptly respond to a notice of defect or nonconforming Work. Contractor shall be responsible to Owner for this cost if the reason for the repairs is attributable to the Contractor. If payments then or thereafter due to the Contractor are not sufficient to cover such costs, then the Contractor shall pay the difference to the Owner on demand. § 18.7 Contractor shall replace, repair, or restore any parts of the Project or other items placed therein (whether by Owner or any other party) that are injured or damaged by any such parts of the Work that do not conform to the requirements of the Contract Documents or by defects in the Work. § 18.8 The provisions of this Section 18 apply to Work done by Subcontractors and Sub-subcontractors of the Contractor as well as Work done directly by employees of the Contractor. The provisions of this Section 18.8 shall not apply to corrective work attributable solely to the acts or omissions of any Separate Contractor of Owner (unless Contractor is acting in such capacities). The cost to Contractor of performing any of its obligations under this Section 18.8 to the extent not covered by insurance shall be borne by Contractor. § 18.9 If, however, Owner and Contractor deem it inexpedient to require the correction of Work damaged or not done in accordance with the Contract Documents, then an equitable deduction from the Contract Sum shall be made by agreement between Contractor and Owner. Until such agreement, Owner may withhold such sums as Owner deems just and reasonable from moneys, if any, due Contractor. The agreement shall not be unreasonably delayed by the Owner and the amount of money withheld shall be based on estimated actual cost of the correction to Owner. ARTICLE 19 MISCELLANEOUS PROVISIONS § 19.1 Assignment of Contract Neither party to the Contract shall assign the Contract without written consent of the other, except that the Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 19.2 Governing Law The Contract shall be governed by the laws of the State of Texas, and any litigation shall be conducted in state district court. Mandatory and exclusive venue for any disputes shall be in Collin County, Texas. § 19.3 Tests and Inspections Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 43 with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where applicable building codes or applicable laws or regulations so require. § 19.4 The Owner’s representative: (Name, address, email address and other information) Phil Miller / Alma Zamora Project Advocates phil@project-advocates.com / alma@project-advocates.com 3833 Ridgetop Lane, Plano, TX 75074 § 19.5 The Contractor’s representative: (Name, address, email address and other information) TBD § 19.6 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party. § 19.7 Proprietary Interests and Confidential Information § 19.7.1 Neither Architect nor Contractor shall use the image or likeness of Owner’s Project or Owner’s official logo or emblem and any other trademark, service mark, or copyrighted or otherwise protected information of Owner, without Owner’s prior written consent. Contractor and Architect shall not have any authority to advertise or claim that Owner endorses Architect or Contractor’s services, without Owner’s prior written consent. § 19.7.2 Neither Architect nor Contractor shall disclose any confidential information which comes into the possession of Architect or Contractor at any time during the Project, including but not limited to, the location and deployment of security devices, security access codes or employee information. § 19.7.3 The parties acknowledge that Owner is subject to, and must comply with, certain open records laws and other disclosure requirements, including, but not limited to, the Texas Public Information Act, Texas Government Code Section 552.001 et seq., subpoenas, and court orders. Nothing in the Contract shall be construed as prohibiting Owner from disclosing any information related to or in connection with the Contract in accordance with such requirements, and Contractor hereby waives any claim against and releases from liability Owner, its officials, officers, employees, agents, and attorneys with respect to any such disclosure. § 19.8 The Architect may appoint an employee or other person to assist it during the construction. These representatives will be instructed to assist the Contractor in interpreting the Contract Documents; however, such assistance shall not relieve the Contractor from any responsibility as set forth by the Contract Documents. The fact that the Architect’s Representative may have allowed Work not in accordance with the Contract Documents shall not prevent the Architect or the Owner from insisting that the faulty Work be corrected to conform with the Contract Documents and the Contractor shall correct same. § 19.9 The Contractor and its employees, agents, consultants, suppliers and subcontractors shall abide by all Owner applicable policies and procedures. SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 44 § 19.10 Contractor hereby certifies that it is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State under federal law. Contractor hereby certifies and verifies that neither it, nor any of its affiliates, subsidiaries, or its parent company, if any (the "Contractor Companies"), boycott Israel, and Contractor agrees that it and the Contractor Companies will not boycott Israel during the term of the Contract. For purposes of the Contract, the term "boycott" shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory, but does not include an action made for ordinary business purposes. § 19.11 It is expressly understood that this Contract is not written for the benefit of third parties. ARTICLE 20 TERMINATION OF THE CONTRACT § 20.1 Termination by the Contractor If the Architect fails to certify payment as provided in Section 15.5.1 for a period of 30 days through no fault of the Contractor, or if the Owner fails to make payment as provided in Section 4.1.2 for a period of 30 days through no fault of the Contractor, the Contractor may, upon seven additional days’ notice to the Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 20.2 Termination by the Owner for Cause § 20.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors, Sub-subcontractors, or suppliers for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors Sub-subcontractors, or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; .4 otherwise is guilty of substantial breach of a provision of the Contract Documents;. .5 fails to furnish the Owner, upon request, with assurances satisfactory to the Owner, evidencing the Contractor’s ability to complete the Work in compliance with all the requirements of the Contract Documents; .6 engages in worker misconduct or is responsible for acts or omissions in violation of Article 9.2.2 or engages in conduct that would constitute a violation of state or federal criminal law, including but not limited to, the laws prohibiting certain gifts to public servants, or engages in conduct that would constitute a violation of the Owner’s ethics or conflict of interest policies; or .7 fails to proceed continuously and diligently with the construction and completion of the Work, except as permitted under the Contract Documents. § 20.2.2 When any of the reasons described in Section 20.2.1 exists, the Owner, after giving Contractor three (3) days written notice and Contractor’s failure to institute a cure within this time, subject to any prior rights of the surety, may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven days’ notice, terminate the Contract and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 20.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 20.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. Any further payment shall be limited to amounts earned to the date of termination. § 20.2.4 If the costs of finishing the Work, including compensation for the Architects’ services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, exceed the unpaid balance of SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 45 the Contract Sum, then the Contractor and/or its Surety shall pay the difference to the Owner. The amount to be paid to the Owner shall be certified by Architect upon application. The obligation for payment shall survive termination of the Contract. § 20.3 Termination by the Owner for Convenience The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. The Owner shall pay the Contractor for Work executed; and costs incurred by reason of such termination, including costs attributable to termination of Subcontracts; and a termination fee, if any, as follows: (Insert the amount of or method for determining the fee payable to the Contractor by the Owner following a termination for the Owner’s convenience, if any.) Termination fee: $0.00 ARTICLE 21 CLAIMS AND DISPUTES § 21.1 A Claim is a demand or assertion by the Contractor seeking, as a matter of right, payment of money, interpretation of the Contract terms, a change in the Contract Time, or other relief with respect to the terms of the Contract, the Work, or the Project. The responsibility to substantiate Claims shall rest with the Contractor. This Section 21.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 21.2 Notice of Claims § 21.2.1 Claims by the Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Article 18, shall be initiated by written notice to the Owner and to the Architect. Claims by the Contractor under this Section 21.2.1 shall be initiated within twenty-one (21) calendar days after occurrence of the event giving rise to such Claim or within twenty-one (21) calendar days after the Contractor first knew or should have known of the condition giving rise to the Claim, whichever is earlier. Claims must be initiated by written notice titled "Notice of Claim" ("Notice") and sent to the Architect and Owner’s designated representative. The Notice shall clearly set out the specific matter of complaint, and the impact or damages which may occur or have occurred as a result thereof, to the extent that the impact or damages can be assessed at the time of the Notice. If the impact or damages cannot be assessed as of the date of the Notice then the Notice shall be amended at the earliest date that is reasonably possible. It is imperative that Owner receive timely specific Notice of any potential problem identified by Contractor in order that the problem can be mitigated or resolved promptly. Any claim or portion of a claim by Contractor that has not been made the specific subject of a Notice within ninety-one (91) days after the occurrence of the event giving rise to such claim or within ninety-one (91) days after the Contractor first knew or should have known of the condition giving rise to the Claim, whichever is earlier, shall be waived. Pursuant to Texas Civil Practices and Remedies Code Section 16.071, Contractor agrees that this is a reasonable notice requirement. § 21.2.2 Claims by the Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Article 18, shall be initiated by written notice to the Owner as provided herein. In such event, no decision by the Architect is required. § 21.3 Time Limits on Claims The Contractor shall commence all litigation against the Owner and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of the binding dispute resolution method selected in the Agreement, if any, and within the period specified by applicable law, but in any case not more than two years after the date of Final Completion of the Work. The Contractor waives all claims not commenced in accordance with this Section 21.3. § 21.4 If a claim, dispute or other matter in question relates to or is the subject of a mechanic’s lien, the party asserting such matter may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 21.5 The parties shall endeavor to resolve their disputes by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with their Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the binding dispute resolution but, in such event, mediation shall proceed SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 46 in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 21.6 Deleted § 21.7 Deleted § 21.8 Deleted § 21.9 Deleted § 21.10 Continuing Contract Performance Pending final resolution of a Claim, except as otherwise agreed in writing, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 21.11 Waiver of Claims for Consequential Damages The Contractor and Owner waive claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner 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 Contractor 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. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 20. Nothing contained in this Section 21.11 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. ARTICLE 22 OTHER PROVISIONS § 22.1 By the time of Substantial Completion, the Contractor shall have caused the Work and the Project to be in compliance with the Americans with Disabilities Act ("ADA") prohibiting discrimination against people with disabilities, and ensuring equal access to all public goods and services. This requirement includes all applicable ADA regulations including the design specifications known as Accessibility Guidelines for Building and Facilities and the Texas Accessibility Standards. Contractor shall cooperate with the Architect to permit for accessibility inspections and make all associated submissions applicable to the Project to the Texas Department of Licensing & Regulation and obtain all required certifications related to applicable accessibility standards. § 22.2 The Owner is an organization exempt from Texas taxes. Owner shall not be responsible for sales, consumer, use, and similar taxes on labor, materials, equipment, systems, and other items purchased for the project which Owner would ordinarily be exempt. § 22.3 All provisions in the Contract Documents that mandate arbitration are expressly deleted and rendered null and void. § 22.4 Subcontracts, purchase orders and rental agreements entered into by the Contractor shall contain provisions permitting assignment to the Owner upon default by Contractor under the Contract Documents. If the Owner accepts such assignment, the Owner shall be responsible for the payment of amounts which would have been reimbursable to Contractor under this Agreement and for which payment has not already been made to the Contractor. Contractor shall be responsible for the payment of any other amounts payable under the Contract. If the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would have constituted a Cost of the Work had this agreement not been terminated, the Contractor shall terminate such subcontract, purchase order or SB Init. / AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 47 rental agreement. § 22.5 Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the term "including" is not limiting and the terms "hereof," "herein," "hereunder" and similar terms in the Contract Documents refer to the Contract Documents as a whole and not to any particular provision thereof, unless stated otherwise. Additionally, the parties hereto acknowledge that they have carefully reviewed this Agreement and have been advised by counsel of their choosing with respect thereto, and that they understand its contents and agree that this Agreement shall not be construed more strongly against any party hereto regardless of who is responsible for its preparation. § 22.6 In the event of any suit or action arising out of or in connection with any of the Contract Documents, the prevailing party in such proceedings shall be entitled to recover reasonable attorneys’ fees and related expenses and court costs. § 22.7 The Owner’s competitive procurement solicitation documents/packet and the response of the Contractor to same for the Project are incorporated herein by reference as if copied verbatim. The Contractor agrees to comply with all requirements incorporated or included in the competitive procurement solicitation documents/packet by the Owner. § 22.8 The Contractor shall record the progress of the Project. On a monthly basis, or as otherwise agreed to by the Owner, the Contractor shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The Contractor shall also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress and accomplished, Subcontractors working on the site, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. The log shall be available to the Owner and Architect at any time during work hours and shall be presented for discussion at the project progress meetings This Agreement entered into as of the day and year first written above. OWNER (Signature)CONTRACTOR (Signature) Ryan Henderson City Manager Steve Benjamin Executive Vice President (Printed name and title)(Printed name and title) SB Additions and Deletions Report for AIA® Document A104® – 2017 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 09:35:37 ET on 09/10/2024. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 1 PAGE 1 AGREEMENT made as of the 12 day of September in the year 2024 … City of Anna, Texas 201 E. 7th Street Anna, Texas 75409 … AVI-SPL, LLC 6301 Benjamin Rd., Suite 101 Tampa, FL 33634 … City of Anna Community Library 111 W. Fifth Street Anna, Texas 75409 … Interior Architect 720 Design, Inc 9003 Oakpath Lane, Dallas, Texas 75243 and NV5 Technical Engineering & Consulting Solution, 1501 Reedsdale Street, Suite 300, Pittsburg, PA 15233 Architect of Record: BRW Architects, Dallas PAGE 2 The Contractor shall execute the Work described in the Contract Documents listed in Article 6 of this Agreement or reasonably inferable by the Contractor from the Contract Documents as necessary to produce the results intended by the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. PAGE 3 [ X ]A date set forth in a notice to proceed issued by the Owner. … [ X ]By the following date: Substantial Completion: July 15, 2025 Final Completion: July 31, 2025 § 2.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates: Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 2 Deleted Portion of Work Substantial Completion Date … § 2.3.4 Notwithstanding the dates set forth in Section 2.3.1, the deadline for Final Completion shall be 30 days after the deadline for Substantial Completion if Substantial Completion occurs prior to the deadline for Substantial Completion or if the deadline for Substantial Completion is extended due to a change in the Contract Time as provided in the Contract Documents. … [ X ]Stipulated Sum, in accordance with Section 3.2 below … § 3.2 The Stipulated Sum shall be five hundred thirty thousand, nine hundred twenty-four dollars and forty-four cents ($ 530,924.44 ), subject to additions and deductions as provided in the Contract Documents. § 3.2.1 The Stipulated Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.)Deleted … § 3.2.2 Unit prices, if any: (Identify the item and state the unit price and the quantity limitations, if any, to which the unit price will be applicable.)Deleted Item Units and Limitations Price per Unit ($0.00) § 3.2.3 Allowances, if any, included in the stipulated sum: (Identify each allowance.) Deleted Item Price § 3.3 Cost of the Work Plus Contractor’s FeeDeleted § 3.3.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work. § 3.3.2 The Contractor’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method of adjustment to the Fee for changes in the Work.) § 3.4 Cost of the Work Plus Contractor’s Fee With a Guaranteed Maximum PriceDeleted § 3.4.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 3 § 3.4.2 The Contractor’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method of adjustment to the Fee for changes in the Work.) § 3.4.3 Guaranteed Maximum Price § 3.4.3.1 The sum of the Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by changes in the Work as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. (Insert specific provisions if the Contractor is to participate in any savings.) § 3.4.3.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) § 3.4.3.3 Unit Prices, if any: (Identify the item and state the unit price and the quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 3.4.3.4 Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance.) Item Price § 3.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is based: § 3.4.3.6 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 3.4.3.7 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions contained in Section 3.4.3.5. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions contained in Section 3.4.3.5 and the revised Contract Documents. PAGE 4 Time is of the essence in all phases of the Work. It is specifically understood and agreed by and between Owner and Contractor that time is of the essence in the Substantial Completion and Final Completion of the Project and Owner shall sustain actual and direct damages as a result of Contractor’s failure, neglect or refusal to achieve said deadlines. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 4 Such actual and direct damages are, and will continue to be, impracticable and extremely difficult to determine. Execution of this Agreement under these specifications shall constitute agreement by Owner and Contractor that the amounts stated below are the minimum value of the costs and actual and direct damages caused by failure of Contractor to complete the Work within the allotted or agreed extended times for Substantial or Final Completion, that such sums are liquidated direct damages and shall not be construed as a penalty, and that such sums may be deducted from payments due Contractor if such delay occurs. It is expressly understood that the said sum per day is agreed upon as a fair estimate of the pecuniary damages which will be sustained by the Owner in the event that the Work is not completed within the agreed time, or within the agreed extended time, if any, otherwise provided for herein. Said sum shall be considered as liquidated damages only and in no sense shall be considered a penalty, said damages being caused by, but not limited to, additional compensation for personnel, attorney fees and related expenses, architectural fees, engineering fees, program management fees, inspection fees, storage costs, food service costs, transportation costs, utilities costs, costs of temporary facilities, loss of interest on money, and other miscellaneous increased costs, all of which are difficult to exactly ascertain. Failure to complete Work within the designated or agreed extended dates of Substantial or Final Completion, shall be construed as a breach of this Agreement. It is expressly agreed as a part of the consideration inducing the Owner to execute this Agreement that the Owner may deduct from any Payment made to the Contractor a sum equal to $1,000.00 per day for each and every additional calendar day beyond the agreed date of Substantial Completion. Timely Final Completion is an essential condition of this Agreement. Contractor agrees to achieve Final Completion of the Agreement within 30 calendar days of the designated or extended date of Substantial Completion or the date Substantial Completion is achieved. Owner and Contractor agree that should Contractor fail to achieve Final Completion of the Agreement by the deadline, Owner shall continue to be damaged to at least the same degree by such delay. Contractor and Owner agree that the amount of liquidated damages for each calendar day Final Completion is delayed beyond the date set for Final Completion shall be the sum of $1,000.00 per day. Owner may deduct from the Final Payment made to Contractor, or, if sufficient funds are not available, then Contractor shall pay Owner the amounts specified per day for each and every calendar day the breach continues after the deadline for Final Completion of the Work. Such damages shall be in addition to, and not in lieu of, any other rights or remedies Owner may have against Contractor for failure to timely achieve Final Completion, and damages for failure to achieve Substantial Completion and failure to achieve Final Completion may run concurrently. If the Work is not finally completed by the time stated in this Agreement, or as extended, no payments for Work completed beyond that time shall be made until the Project reaches Final Completion. PAGE 5 § 4.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:subject to the following: The Contractor shall submit monthly Applications for Payment to the Architect on AIA Form G702 for approval. Continuation sheets shall be submitted on AIA Form G703. If the Architect approves the application, then the Architect shall submit a Certificate for Payment to the Owner. The Architect may require any additional information deemed necessary and appropriate to substantiate the Application for Payment. Materials that are verified to be on the jobsite or other approved location for use in the Project may also be incorporated into the Application for Payment. The Architect shall have ten (10) days from date of receipt from the Contractor of an Application for Payment to approve or reject all or any part of the Application for Payment. The Owner shall pay the undisputed amounts certified by the Architect to the Contractor within thirty (30) days of receipt of the Certificate for Payment from the Architect, if applicable, unless otherwise provided in the Contract Documents. … § 4.1.3 Provided that an Application for Payment is received by the Architect not later than the day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the day of the month. If an Application for Payment is received by the Architect after the date fixed above, payment shall be made by the Owner not later than ( ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.)Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum, less any unused Owner’s contingency, among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 5 data to substantiate its accuracy, as the Architect may require. Additionally, General Conditions costs shall be separated into individual line items. Each Application for Payment shall also include a list, with backup data, of how each payment shall be spent, including a list detailing which subcontractors and suppliers will be paid out of funds paid by the Owner and the amount of such payments to subcontractors and suppliers. Additionally, beginning with the second application for payment, proof of each payment to Contractor’s subcontractors and suppliers for payment within 61-days after payment. The Application for Payment shall be submitted on a schedule of values basis. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. … 5% § 4.1.5 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) % If Owner is entitled to liquidated damages, or any other damages or amounts provided in the Contract Documents, including clean-up fees, then Owner shall be entitled to deduct such liquidated damages, amounts and fees at any time. … .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct nonconforming Work as provided in Section 18.2, and to satisfy other requirements, if any, which extend beyond final payment; PAGE 6 [ X ]Litigation in a court of competent jurisdiction … § 6.1.2 Building information modeling exhibit, dated as indicated below: (Insert the date of the building information modeling exhibit incorporated into this Agreement.) Deleted § 6.1.3 The Supplementary and other Conditions of the Contract: Document Title Date Pages Deleted … City of Anna, Texas Bidding and Specification Documents for the Audiovisual Systems of the Anna Community Library Project … Anna Community Library – Technology Drawings including: Anna Library AV Infrastructure and AV System Drawings PAGE 7 [ X ]Supplementary and other Conditions of the Contract: … Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 6 City of Anna Standard Contract Documents AVI-SPL Proposal for Anna Community Library City of Anna, Texas Contract Documents for the Audiovisual Systems Project: City of Anna Community Library City of Anna – Community Library AV Proposal – Rev 2 4/1/2024 06/06/2024 94 49 … Anna Community Library - AVI-SPL Example Schedule 060724 City of Anna, Texas Bidding and Specification Documents for the Audiovisual Systems of the Anna Community Library project … The Contract Documents are enumerated in Article 6 and consist of this Agreement (including, if applicable, Supplementary and other Conditions of the Contract), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of inconsistencies within or between parts of the Contract Documents, or between the contract Documents and applicable standards, codes, or ordinances, the Contractor shall (i) provide the better quality or greater quantity of Work or (ii) comply with the more stringent requirement; either or both in accordance with the AV Designer’s interpretation. The terms and conditions of this Section 7.1, however, shall not relieve the Contractor of any of the obligations set forth in Section 9.1 and 9.6 PAGE 8 The Contract Documents form the Contract for Construction. Construction (the "Contract") and are as fully a part of the Contract as if attached hereto or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Contractor. To be effective, all Contract Documents requiring signatures must be signed first by the Contractor and then by the Owner’s authorized representative, after approval by Owner’s Engineer, unless otherwise delegated. If an approved Contract Document requiring signature has not been signed, then the missing signature shall be provided within a reasonable period of time. Failure to sign an approved Contract Document after notice and a reasonable opportunity to sign shall be considered a material breach of the Contract. Contractor’s signing of the Agreement shall be considered as signing all Contract Documents identified therein. … The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. The Work includes all of Contractor’s responsibilities as to all labor, parts, supplies, skill, supervision, transportation services, storage requirements, and other facilities and things necessary, proper or incidental to the carrying out and completion of the terms of the Contract Documents and all other items of cost or value needed to produce, construct, and fully complete the Work identified by the Contract Documents. The Contract Documents include all Construction Documents, such as Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. The Construction Documents shall reflect agreements between Owner and Architect Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 7 concerning Owner’s budgetary constraints, programmatic needs all expectations as to quality, functionality of systems, maintenance costs, and usable life of equipment and facilities. … § 7.5.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights. Notwithstanding the foregoing or any other provision of the Contract, the Owner holds perpetual right to use all of the Construction Documents for this Project. … The parties shall agree upon written protocols governing the transmission and use of, and reliance on, of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. PAGE 9 Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. … § 7.9.1 Except as otherwise provided in Section 7.9.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission in accordance with a building information modeling exhibit, AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: … § 8.1.2 The Owner shall furnish all necessary surveys If requested in writing by the Contractor prior to the start of the Work, the Owner shall furnish surveys known to the Owner describing physical characteristics, legal limitations, and utility locations for the site of the Project and a legal description of the site. Owner does not guarantee the accuracy of surveys provided, including the locations of utility lines, cables, pipes, or pipelines, or the presence or absence of easements. The Contractor shall not be entitled to rely on the accuracy of information furnished by the Owner and shall exercise proper diligence and take appropriate precautions relating to the safe performance of the Work. THE OWNER DOES NOT IN ANY WAY REPRESENT, WARRANT OR GUARANTY TO CONTRACTOR OR TO ANY OTHER PERSON THE RELIABILITY, CONSTRUCTABILITY, COMPLETENESS, OR ACCURACY OF ANY SURVEYS, REPORTS, STUDIES, TESTS, ARCHITECTURAL OR ENGINEERING PLANS, OR SIMILAR INFORMATION PROVIDED BY OWNER IN CONNECTION WITH THE CONTRACT, NOR DOES THE OWNER REPRESENT, WARRANT OR GUARANTY THAT SUCH INFORMATION IS FREE FROM DEFECTS, ERRORS OR DEFICIENCIES, AND ALL SUCH REPRESENTATIONS, WARRANTIES AND GUARANTIES ARE HEREBY EXPRESSLY DENIED AND DISCLAIMED. The Owner shall not be liable to the Contractor or any other person for breach of warranty or misrepresentation in the event of any errors or deficiencies in such information provided to the Contractor by the Owner. The Owner’s provision of a survey will not relieve the Contractor from its obligations to examine the site and exercise proper precautions relating to the safe performance of the Work. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 8 § 8.1.3 The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work.Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 9.6.1, the Owner shall secure and pay for other necessary approvals, easements, assessments, and charges required for the construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. § 8.1.4 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 9.6.1, the Owner shall secure and pay for other necessary approvals, easements, assessments, and charges required for the construction, use, or occupancy of permanent structures or for permanent changes in existing facilities.Deleted PAGE 10 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, or repeatedly fails to carry out the Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order is eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to, and not in restriction of, the Owner’s other rights under the Contract all of which shall be deemed to be cumulative and not exclusive or limited. … If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to any other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts Amounts charged to the Contractor are both subject to prior approval of the Architect and an appropriate Change Order shall be issued or the Architect may, pursuant to Section 15.4.3, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable actual cost of correcting such deficiencies, including the Owner’s expenses and compensation for the Architect’s and other consultants’ additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner within thirty (30) days after receipt of written notice from the Owner therefor. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 21. § 8.4 Extent of the Owner Rights § 8.4.1 The rights stated in this Article 8 and elsewhere in the Contract Documents are cumulative and not in limitation of any rights of the Owner (i) granted in the Contract Documents, (ii) at law, or (iii) in equity. § 8.4.2 In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences, or procedures or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted the Owner in the Contract Documents. … § 9.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. Prior to execution of the Agreement, the Contractor and each Subcontractor shall have evaluated and satisfied themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation, (i) the location, condition, layout, and nature of the Project site and surrounding areas, (ii) generally prevailing climatic conditions, (iii) anticipated labor supply and costs, (iv) availability and cost of materials, tools, and equipment, and (v) other similar issues. The Owner assumes no responsibility or liability for the physical condition or safety of the Project site or any improvements located on the Project site. Except as set expressly set forth in the Contract, the Contractor shall be solely responsible for providing a safe place for the performance of the Work. The Owner shall not be required to make any adjustment in either the Contract Sum or the Contract Time in connection with any failure by the Contractor or any Subcontractor to have complied with the requirements of this Section 9.1.1. The Contractor further represents and warrants by submission of a proposal that the Contractor has carefully examined the Contract Documents, any soil test reports, drainage studies, Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 9 geotechnical or other reports, and the site of the Work using it’s expertise as an AV contractor, not as a general contractor, and that, from the Contractor’s own investigations, the Contractor is satisfied as to the nature and location of the Work, the character, quality and quantity of surface materials likely to be encountered, the character of equipment and other facilities needed for the performance of the Work, the general and local conditions and all other materials which may in any way affect the Work or its performance § 9.1.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 8.1.2, 8.1.2. The exactness of grades, elevations, dimensions, or locations given on any Drawings issued by the Architect, or the work installed by other contractors, is not guaranteed by the Owner. The Contractor shall, therefore, satisfy itself as to the accuracy of all grades, elevations, dimensions, and locations. The Contractor shall take field measurements of any existing conditions related to that portion of the Work and shall observe Work, observe and verify any conditions at the site affecting it. it and carefully compare them to the Construction Documents, and any errors due to the Contractor’s failure to so verify all such grades, elevations, dimensions, locations, and other conditions shall be promptly rectified by the Contractor without any additional cost to the Owner. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering discovering errors, omissions, or inconsistencies in the Contract Documents. The Contractor shall, as part of the Contractor’s preconstruction services, in reviewing the Contract Documents, endeavor to detect any errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall design and other Contract Documents which may affect the performance or constructability of the Work and promptly report to the Architect any errors, inconsistencies, or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect or Owner may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. § 9.1.3 The Contractor is not Neither the Owner nor the Contractor is required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect and the Owner any nonconformity in the Contract Documents with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities that is discovered by or made known to the Contractor as a request for information in such form as the Architect may require.or Owner may require. § 9.1.4 If the Contractor has knowledge that any of the products or systems specified will perform in a manner that will limit the Contractor’s ability to satisfactorily perform the Work or to honor an applicable warranty, or will result in a limitation of or interference with the Owner’s intended use, then the Contractor shall promptly notify the Architect and Owner in writing, providing substantiation for its position. § 9.1.5 The Contractor shall arrange meetings prior to commencement of the Work of all major Subcontractors to allow the Subcontractors to demonstrate an understanding of the Contract Documents to the Architect and to allow and satisfy themselves as to the conditions and limitations under which the Work is to be performed, including: (1) The location, condition, layout, drainage and nature of the Project site and surrounding areas; (2) Generally prevailing climatic conditions; (3) Anticipated labor supply and costs; (4) Availability and cost of materials, tools and equipment; and (5) Other similar issues. § 9.1.6 The Contractor shall make a reasonable attempt to interpret the Contract Documents before asking the Architect for assistance in interpretation or initiating a Request for Information (RFI). The Contractor shall not ask the Architect for observation of Work prior to the Contractor’s field superintendent’s personal inspection of the Work. If, in the opinion of the Architect or the Owner, the Contractor does not make a reasonable effort to comply with the above requirements or such information was available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation, and this causes the Architect or its Consultants to expend additional time in the discharge of the duties imposed by the Contract Documents, then the Contractor shall bear the cost of compensation for the Architect’s and its Consultant’s additional services and expenses made necessary by the Contractor’s failure and the Owner shall be entitled to deduct such amounts from the Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 10 Contract Sum. The Architect will give the Contractor prior notice of intent to bill for additional services and expenses before additional services are performed or additional expenses are incurred. 9.1.7 Contractor shall not perform any Work that may be affected by any condition or circumstance for which Contractor is required to notify the Architect and Owner under this Section 9.1 without further written instructions to Contractor or revised Construction Documents from the Architect. If the Contractor believes that additional Contractor cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to this Section 9.1 the Contractor shall notify the Owner prior to incurring such additional cost or expending such additional time and, if any necessary changes, including substitution of materials, are not accomplished by appropriate Change in the Work, Contractor may submit Claims as provided for in Article 21. The Contractor shall not be entitled to any additional time, compensation, or other allowance for any error, negligence, or additional Work caused by Contractor’s failure to visit the site, verify site conditions, and thoroughly study and compare the Construction Documents as required under this Section 9.1. § 9.1.8 If the Contractor fails to perform the obligations of this Section 9.1, the Contractor shall also be responsible for paying such costs and damages to the Owner, subject to Section 21.11, as would have been avoided if the Contractor had performed such obligations, including any extra efforts as required to bring the Project back into alignment with the original schedule. Without limiting the foregoing, the Contractor shall be liable to the Owner for damages resulting from errors, inconsistencies or omissions in the Contract Documents, differences between field measurements or conditions and the Contract Documents, nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, and limitations of the Contractor’s ability to satisfactorily perform the Work or to honor an applicable warranty, and limitations of or interference with the Owner’s intended use, caused by products or systems specified when: (1) such errors, inconsistencies, omissions, differences, nonconformities, or limitations are the fault of Contractor, in whole or in part, (2) the Contractor failed to discover such errors, inconsistencies, omissions, differences, nonconformities, or limitations due to its failure to properly perform the obligations of Section 9.1, (3) the Contractor recognized such errors, inconsistencies, omissions, differences, nonconformities or limitations and failed to report them to the Architect and the Owner, or (4) the Contractor should have detected such errors, inconsistencies, omissions, differences, nonconformities, or limitations as part of Contractor’s performance of its obligations under the Contract Documents, including the performance of Contractor’s preconstruction services. § 9.1.9 Notwithstanding the delivery of a survey or other documents by the Owner, prior to performing any Work, Contractor shall, if applicable, independently determine the location of all utility lines as shown and located on the plans and specifications, including telephone company lines and cables, sewer lines, water pipes, gas lines, electrical lines, including, but not limited to, all buried pipelines and buried telephone cables, and shall perform the Work in such a manner so as to avoid damaging any such lines, cables, pipes, and pipelines. Contractor shall be responsible for any damage done to such utility lines, cables, pipes and pipelines during its Work, and shall be responsible for any loss, damage, or extra expense resulting from such damage. Repairs shall be made immediately to restore all service. Any delay for such break shall be attributable to Contractor. In addition, Contractor shall, if applicable, review the appropriate AHERA and hazardous materials surveys for the particular site(s) involved in the Project, and shall notify all Subcontractors and Sub-subcontractors of the necessity to review said surveys. Contractor shall perform the Work in such a manner as to avoid damaging, exposing, or dislodging any asbestos-containing materials portion of the Work, the Contractor shall fully investigate all physical aspects of the Project site and verify all dimensions, measurements, property lines, grades and elevations, existing improvements, and general suitability of existing conditions at the Project site. PAGE 12 § 9.2.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect, and shall propose Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 11 alternative means, methods, techniques, sequences, or procedures. Contractor shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed without acceptance of changes proposed by the Contractor, the Contractor shall not be responsible for any resulting loss or damage to the extent that the acceptance of Contractor’s proposed alternative means, methods, techniques, sequences, or procedures would have avoided such loss or damage. PAGE 13 § 9.2.3 The Contractor shall be responsible for visual inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Copies of inspection reports, photographs or other related records shall be made available to the Owner for review if requested. Reports and documentation shall be formatted and developed in a logical format indicating dates, time of day, findings and the person performing the inspection. § 9.2.4 The Contractor shall review Subcontractor safety programs, procedures, and precautions in connection with performance of the Work. However, the Contractor’s duties shall not relieve any Subcontractor(s) or any other person or entity (e.g., a supplier), including any person or entity with whom the Contractor does not have a contractual relationship, of their responsibility or liability relative to compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances which shall include the obligation to provide for the safety of their employees, persons, and property and the requirements to maintain a work environment free of recognized hazards. The foregoing notwithstanding, the requirements of this section are not intended to impose upon the Contractor any additional obligations that the Contractor would not have under any applicable state or federal laws, including, but not limited to, any rules, regulations, or statutes pertaining to the Occupational Safety and Health Administration. § 9.2.5 Contractor shall bear responsibility for design and execution of acceptable trenching and shoring procedures, in accordance with Texas Government Code, Section 2166.303, and Texas Health and Safety Code, Subchapter C, Sections 756.021, et seq. Contractor shall fully comply, and shall require any applicable Subcontractor to comply, with: (1) The Occupational Safety and Health Administration standards for trench safety in effect for the Construction of the Work; (2) The special shoring requirements, if any, of the Owner; and (3) Any geotechnical information obtained by Owner for use by the Contractor in the design of the trench safety system. § 9.2.6 The Contractor has the responsibility to ensure that all Subcontractors, Sub-subcontractors, suppliers, and their agents and employees adhere to the Contract Documents, and that they order materials on time, taking into account the current market and delivery conditions and that they provide materials on time. The Contractor shall properly and efficiently coordinate the timing, scheduling and routing of all Work with that of all trades, Subcontractors, and others on the Project, including deliveries, storage, installations and construction utilities. The Contractor shall be responsible for the space requirements, locations, and routing of all materials and equipment required under the Contract Documents. In areas and locations where the proper and most effective space requirements, locations, and routing cannot be made as indicated, the Contractor shall meet with all others involved, before installation, to plan the most effective and efficient method of overall installation. § 9.2.7 Reserved. § 9.2.8 In the event Contractor shall fall behind schedule at any time, for any reason, Owner shall be entitled to direct acceleration or resequencing of the Work to bring the Work back on schedule. Contractor may be entitled to compensation from the Construction Contingency, or if such contingency funds are exhausted, pursuant to a Change Order, for such acceleration only (a) to the extent necessitated by excusable and compensable delays, and then only (b) to the extent of premium pay and additional equipment cost actually incurred by Contractor. In the event Contractor determines that any given scheduled completion date cannot be met by resequencing the Work, then Contractor shall immediately provide to the Owner, and in any event within seven (7) calendar days after the date of receipt of any request by Owner for resequencing or acceleration, a plan to complete the Work in the shortest possible time. No approval by the Owner of any plan for resequencing or acceleration of the Work submitted by Contractor pursuant to this paragraph shall constitute a waiver by Owner of any damages or losses which Owner may suffer by reason of such resequencing or the failure of Contractor to meet any given scheduled completion date. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 12 PAGE 14 § 9.3.3.1 Substitutions and alternates may be rejected without explanation and will be considered only under one or more of the following conditions: (i) the proposal is required for compliance with interpretation of code requirements or insurance regulations then existing; (ii) specified products are unavailable through no fault of the Contractor; (iii) and when, in the judgment of the Owner or the Architect, a substitution would be substantially in the Owner’s best interests, in terms of cost, time, or other considerations. § 9.3.3.2 The Contractor must submit to the Architect and the Owner: (i) a full explanation of the proposed substitution and submittals of all supporting data, including technical information, catalog cuts, warranties, test results, installation instructions, operating procedures, and other like information necessary for a complete evaluation for the substitution; (ii) a written explanation of the reasons the substitution is necessary, including the benefits to the Owner and the Work in the event the substitution is acceptable; (iii) the adjustment, if any, in the Contract Sum; (iv) the adjustment, if any, in the Contract Time and the construction schedule; and (v) an affidavit stating (a) the proposed substitution conforms to and meets all requirements of the pertinent Specifications and the requirements shown on the Drawings, and (b) the Contractor accepts the warranty and correction obligations and will coordinate the installation of the accepted substitute, making such changes as may be required for the Work to be completed in all respects, as if originally specified by the Architect. Proposals for substitutions shall be submitted in triplicate to the Architect and the Owner in sufficient time to allow no less than twenty-one (21) Business Days for review, unless a shorter time is agreed upon in writing. No substitutions will be considered or allowed without the Contractor’s submittals of complete substantiating data and information as stated herein. § 9.3.3.3 Whether or not the Owner or the Architect accepts any proposed substitution, the Contractor shall reimburse the Owner for any fees charged by the Architect or other consultants for evaluating each proposed substitute. The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation or normal wear and tear under normal usage. All other warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 15.6.3. § 9.4.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. The Contractor further warrants that the Work will be performed and completed in a good and workmanlike manner, continuously and diligently in accordance with the Contract Documents, all applicable building codes, and generally accepted standards of engineering and construction practice for construction of projects similar to the Project, except to the extent the Contract Documents expressly specify a higher degree of finish or workmanship, in which case the standard shall be the higher standard. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance (unless such maintenance is Contractor’s responsibility),, improper operation or normal wear and tear under normal usage. All other warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 15.6.4. If required by the Architect or the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Warranties shall become effective on a date established by the Owner and Architect in accordance with the Contract Documents. Notwithstanding anything in the Contract Documents to the contrary, Owner and Contractor expressly agree that the warranties stated herein shall Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 13 mean the individual warranties associated with each particular Work or designated portion thereof within the Project, and each such individual warranty shall run from the date of Substantial Completion of the entire Work (unless otherwise expressly provided in the applicable Contract Documents for that particular Work). Contractor’s warranties herein shall be interpreted to require Contractor to replace defective materials and equipment and re- execute defective Work which is disclosed to the Contractor by the Owner within a period of one (1) year after Substantial Completion of the entire Work or designated portion thereof or, if latent defect, within one (1) year after discovery thereof by Owner. § 9.4.1.1 In the event of failure, errors, omissions, defects, deviations, or other nonconformities of materials, products, or workmanship, either during construction or the warranty period, the Contractor shall take appropriate measures to ensure correction of such Work or replacement of the nonconforming items, at no cost to the Owner. Such warranty shall be maintained notwithstanding that certain systems may be activated prior to Substantial Completion as required for the satisfactory completion of the Project. Upon written notice from the Owner or Architect, the Contractor shall promptly remedy any defects as covered by Contractor’s warranty. If Contractor does not respond to the written notice, either by beginning corrective work or notifying Owner in writing stating when corrective work will begin, within ten (10) days of Contractor’s receipt of the notice or such shorter time as required in the Contract Documents, the Owner may take measures to correct the defects and Contractor will be obligated to reimburse the Owner’s costs. Any measures taken by Owner to correct defects due to Contractor’s failure to timely respond to Owner’s written notice shall not operate to void or otherwise alter any warranties issued by, for, or through the Contractor. If notice of defects covered by warranty is given in writing to the Contractor on a timely basis, the obligation to provide the warranty work will extend beyond the applicable warranty period until the warranty defect is remedied and accepted by the Owner. § 9.4.1.2 In the event an item under warranty fails, the Contractor shall extend the original warranty period by a length of time equal to the elapsed time which occurs from the notification in writing by the Owner of a warranty claim until written acknowledgement by the Owner that the claim has been resolved. § 9.4.1.3 The Contractor agrees to assign to the Owner at the time of Final Completion of the Work, such assignment to be effective no later than Final Completion, any and all third-party warranties relating to materials, equipment, machinery, components, and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such third-party warranties. Contractor shall take no action or fail to act in any way which results in the termination or expiration of any such third-party warranties or which otherwise results in prejudice to the rights of Owner under such warranties. Contractor’s warranties shall in no way limit or abridge the warranties of the manufacturers and suppliers of equipment and systems which are to comprise a portion of the Work and all such warranties shall be in form and substance as required by the Contract Documents. Contractor agrees to provide all notices required for the effectiveness of such warranties and shall include provisions in the contracts with Subcontractors and Sub-subcontractors and other providers and manufacturers of such systems and equipment whereby Owner shall have a direct right, but not a duty, of enforcement of such warranty obligations. § 9.4.1.4 As a condition precedent to Final Payment, the Contractor shall submit to Owner as set forth below a complete set of warranties, and other guarantees on equipment, machinery, materials, components, and labor from Subcontractors, Sub-subcontractors, manufacturers, and suppliers, as appropriate, on the Subcontractor’s, Sub-subcontractor’s, manufacturer’s, or supplier’s approved forms and executed by Contractor as required, with a warranty commencement date as required by the Contract Documents. All warranties shall include labor and materials. Contractor shall: (1)Obtain duplicate original warranties, executed by all applicable Subcontractors, Sub- subcontractors, suppliers, and manufacturers, and stating the warranty commencement date and duration as required by the Contract Documents; (2)Verify that the documents are in proper form and contain full information; (3)Co-sign warranties, when required; (4)Bind all warranties in commercial quality 8-1/2 X 11 inch three-ring binder, with hardback, cleanable, plastic covers; (5)Label the cover of each binder with a typed or printed title labeled Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 14 "WARRANTIES", along with the title of the Project; name, address and telephone number of Contractor; and name of its responsible principal; (6)Include a Table of Contents, with each item identified by the number and title of the specification section under which the product is specified; (7)Separate each warranty with index tab sheets keyed to the Table of Contents listing; and (8)Deliver warranties, bonds, and other guarantees in the form described above, to the Architect who will review same prior to submission to the Owner. § 9.4.1.5 The Contractor shall issue in writing to the Owner as a condition precedent to Final Payment a "General Warranty" reflecting the terms and conditions of Section 9.4.1 for all Work under the Contract Documents. This General Warranty shall be assignable. Except when a longer warranty time is specifically called for in the Contract Documents or is otherwise provided by law, the General Warranty shall be for twelve (12) months from the date of Substantial Completion of the entire Work and shall be in form and content otherwise satisfactory to the Owner. Contractor shall maintain a complete and accurate schedule of the dates of Substantial Completion and Final Completion and the date upon which the one-year warranty required hereunder will expire. Contractor agrees to provide notice of the warranty expiration date to Owner and Architect at least one month prior to the expiration of the one-year warranty period. Prior to termination of the one-year warranty period, Contractor shall accompany the Owner and Architect on reinspection of the Work and be responsible for correcting any deficiencies not caused by the Owner or by the normal use of the Work which are observed or reported during the reinspection. For extended warranties required by various sections (e.g., roofing, compressors, mechanical equipment), Owner will notify the Contractor of deficiencies and Contractor shall start remedying these defects within three (3) days of initial notification from Owner. Contractor shall prosecute the work without interruption until accepted by the Owner and the Architect, even though such prosecution should extend beyond the limit of the warranty period. If Contractor fails to provide notice of the expiration of the one-year warranty period at least one month prior to the expiration date, Contractor’s warranty obligations described in this paragraph shall continue until such inspection is conducted and any deficiencies found in the inspection corrected. § 9.4.1.6 Contractor’s express warranties and obligations herein are not exclusive of any other warranties, remedies, or guarantees Owner may have, either express or implied, under the Contract Documents, at law, or in equity, but are in addition to and not in lieu of or in limitation of any other such warranties, remedies, or guarantees. § 9.4.2 When deemed necessary by the Owner and prior to installation of any item specifically made subject to a performance standard or regulatory agency standard under any provision of the Contract Documents, Contractor shall furnish proof of conformance to the Architect. Proof of conformance shall be in the form of: (1) an affidavit from the manufacturer certifying that the item is in conformance with the applicable standards; or (2) an affidavit from a testing laboratory certifying that the product has been tested within the past year and is in conformance with the applicable standards; or (3) such further reasonable proof as is required by the Architect. Contractor shall also certify that the Project has been constructed in general conformance with the Architect’s or Engineer’s plans, specifications, and Construction Documents, as modified from time to time pursuant to the terms of the Contract Documents. The Contractor shall pay sales, consumer, use, and other similar taxes that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect.Contractor shall pay all applicable local, county and state taxes, income tax, compensation tax, social security and withholding payments as required by law. Owner is an exempt entity under the tax laws of the State of Texas, and Contractor shall not include in the Contract Sum, or any Change in the Work, any amount for any taxes from which the Owner is exempt by virtue of its status as a tax exempt entity. The Owner represents that this Project is eligible for exemption from the State Sales Tax on tangible personal property and material incorporated in the Project, provided that the Contractor fulfills the requirements of the Limited Sale, Excise and Use Tax Rules and Regulations. For the purpose of establishing exemption, it is understood and agreed that the Contractor may be required to segregate materials and labor costs at the time a Contract is awarded. Contractor will accept a Certificate of Exemption from the Owner. Contractor shall obtain Certificates of Resale from its suppliers. Failure of Contractor or any Subcontractor or Sub-subcontractor to obtain Certificates of Resale from their suppliers shall make the Contractor, Subcontractor, or Sub-subcontractor responsible for absorbing the tax, without compensation from Owner. CONTRACTOR HEREBY RELEASES, INDEMNIFIES AND HOLDS HARMLESS OWNER FROM ANY AND ALL CLAIMS AND DEMANDS MADE AS A RESULT Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 15 OF THE FAILURE OF CONTRACTOR OR ANY SUBCONTRACTOR OR SUB- SUBCONTRACTOR TO COMPLY WITH THE PROVISIONS OF ANY OR ALL SUCH LAWS AND REGULATIONS. PAGE 17 § 9.6.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded.Deleted § 9.6.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor performs Work knowing when Contractor knows or reasonably should have known it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, the Contract Documents, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. In addition, Contractor shall authorize posting of any notices concerning the Workers Compensation insurance carried by other parties involved in the Project, including without limitation, Architect, at the same location where Contractor posts notices regarding Workers Compensation. If applicable, the Contractor shall procure and obtain all bonds required by the Contract Documents or applicable law. In connection with such bonds, the Contractor shall prepare all applications, supply all necessary back-up material and furnish the surety with any required personal undertakings. The Contractor shall also obtain and pay all charges for all approvals for street closings, traffic control, parking meter removal and other similar matters as may be necessary or appropriate from time to time for the performance of the Work. PAGE 18 § 9.9.4 Shop drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor or a Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 9.9.5 The Contractor shall perform no portion of the Work requiring submittal and review of shop drawings, product data, samples or similar submittals until the respective submittals have been approved by the Architect. Such Work shall be in accordance with approved submittals. § 9.9.6 The Contractor shall not be relieved of responsibility for deviation from the requirements of the Contract Documents by the Architect’s approval of the shop drawings, product data, samples, similar submittals unless the Contractor has specially informed the Architect in writing of such deviation at the time of submittal and the Architect has given written approval to the specific deviation. The Contractor shall not be relieved of the responsibility for errors or omissions in shop drawings, product data, samples or similar submittals by the Architect’s approval thereof. § 9.9.7 The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. PAGE 19 § 9.15.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 9.15.1.TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 16 HARMLESS THE OWNER, ITS OFFICIALS, OFFICERS, BOARD OF DIRECTORS, REPRESENTATIVES, ATTORNEYS AND CONSULTANTS, ARCHITECT, ARCHITECT’S CONSULTANTS, AND AGENTS AND EMPLOYEES OF ANY OF THEM FROM AND AGAINST CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, SUITS, JUDGMENTS, AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND RELATED EXPENSES AND CONSULTANTS AND EXPERT WITNESS FEES AND RELATED EXPENSES, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK, PROVIDED THAT SUCH CLAIM, DAMAGE, LOSS, OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR TO INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY (INCLUDING THE WORK ITSELF), INCLUDING LOSS OF USE RESULTING THEREFROM, BUT ONLY TO THE EXTENT CAUSED IN WHOLE OR IN PART BY THE ACTS OR OMISSIONS OF THE CONTRACTOR, A SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, ANYONE THEY CONTROL OR EXERCISE CONTROL OVER, OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT SUCH CLAIM, DAMAGE, LOSS, OR EXPENSE IS CAUSED IN PART BY ANY ACTS OR OMISSIONS OF OWNER OR OWNER’S CONSULTANTS OR ANY OTHER PARTY OR PERSON INDEMNIFIED HEREUNDER. SUCH OBLIGATION SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE, OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY THAT WOULD OTHERWISE EXIST AS TO A PARTY OR PERSON DESCRIBED IN THIS SECTION 9.15. IF THE JOINT, CONCURRING, COMPARATIVE OR CONTRIBUTORY FAULT OR NEGLIGENCE OF THE PARTIES GIVES RISE TO THE CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, SUITS, JUDGMENTS AND/OR EXPENSES FOR WHICH THE PARTIES ARE ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 9.15.1, THEN ANY LOSSES SHALL BE ALLOCATED BETWEEN THE PARTIES IN PROPORTION TO THEIR RESPECTIVE DEGREES OF FAULT OR NEGLIGENCE CONTRIBUTING FOR SUCH LOSSES. ALL COSTS AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN THAT EVENT SHALL BE REIMBURSED BY CONTRACTOR, AND ANY COSTS AND EXPENSES SO INCURRED BY INDEMNIFIED PARTIES SHALL BEAR INTEREST UNTIL REIMBURSED BY CONTRACTOR, AT THE POST-JUDGMENT INTEREST RATE PROVIDED TO BE PAID UNDER THE LAWS OF THE STATE OF TEXAS. § 9.15.2 In claims against any person or entity indemnified under this Section 9.15 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 9.15.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts.IN CLAIMS AGAINST ANY PERSON OR ENTITY INDEMNIFIED UNDER THIS SECTION 9.15 BY AN EMPLOYEE OF THE CONTRACTOR, A SUBCONTRACTOR, A SUB-SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION UNDER SECTION 9.15.1 SHALL NOT BE LIMITED BY A LIMITATION ON AMOUNT OR TYPE OF DAMAGES, COMPENSATION, OR BENEFITS PAYABLE BY OR FOR THE CONTRACTOR OR A SUBCONTRACTOR UNDER INSURANCE POLICIES, WORKERS’ COMPENSATION ACTS, DISABILITY BENEFIT ACTS, OR OTHER EMPLOYEE BENEFIT ACTS. § 9.15.3 THE OBLIGATIONS OF THE CONTRACTOR UNDER THIS SECTION 9.15 SHALL NOT EXTEND TO THE LIABILITY OF THE ARCHITECT, THE ARCHITECT’S CONSULTANTS, AND AGENTS AND EMPLOYEES OF ANY OF THEM, CAUSED BY OR RESULTING FROM: (1) DEFECTS IN PLANS, DESIGNS, OR SPECIFICATIONS PREPARED, APPROVED, OR USED BY THE ARCHITECT OR ENGINEER; OR (2) NEGLIGENCE OF THE ARCHITECT OR ENGINEER IN THE RENDITION OR CONDUCT OF PROFESSIONAL DUTIES CALLED FOR OR ARISING OUT OF THE CONSTRUCTION CONTRACT AND THE PLANS, DESIGNS, OR SPECIFICATIONS THAT ARE A PART OF THE CONSTRUCTION CONTRACT; AND (3) ARISING FROM: (A) PERSONAL INJURY OR DEATH; (B) PROPERTY DAMAGE; OR (C) ANY OTHER EXPENSE THAT ARISES FROM PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE. § 9.15.4 CONTRACTOR SHALL BE RESPONSIBLE FOR AND SHALL HOLD OWNER FREE AND HARMLESS FROM LIABILITY RESULTING FROM LOSS OF OR DAMAGE TO CONTRACTOR’S OR ITS SUBCONTRACTOR’S OR SUB-SUBCONTRACTORS CONSTRUCTION TOOLS AND EQUIPMENT AND RENTED ITEMS WHICH ARE USED OR INTENDED FOR USE IN PERFORMING THE WORK REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE IS CAUSED IN PART BY AN ACT OR Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 17 OMISSION OF OWNER OR ITS AGENTS, OFFICERS, OR EMPLOYEES. THIS PROVISION SHALL APPLY, WITHOUT LIMITATION, TO LOSS OR DAMAGE OCCURRING AT THE WORK SITE OR WHILE SUCH ITEMS ARE IN TRANSIT TO OR FROM THE WORK SITE AND IS IN ADDITION TO CONTRACTOR’S OBLIGATIONS UNDER SECTION 9.15.1. § 9.15.5 THE OWNER MAY CAUSE ANY SEPARATE CONTRACTOR WHO MAY HAVE A CONTRACT WITH THE OWNER TO PERFORM CONSTRUCTION OR INSTALLATION WORK IN THE AREAS WHERE WORK WILL BE PERFORMED UNDER THIS AGREEMENT, TO AGREE TO INDEMNIFY AND TO HOLD THE OWNER AND THE CONTRACTOR HARMLESS FROM ALL CLAIMS FOR BODILY INJURY AND PROPERTY DAMAGE TO THE SAME EXTENT AS IS PROVIDED IN SECTION 9.15.1 ABOVE. LIKEWISE, CONTRACTOR AGREES TO INDEMNIFY AND TO HOLD THE OWNER’S SEPARATE CONTRACTORS HARMLESS FROM ALL CLAIMS FOR BODILY INJURY AND PROPERTY DAMAGE TO THE SAME EXTENT AS PROVIDED IN SECTION 9.15.1 ABOVE. § 9.15.6 THE CONTRACTOR AGREES THAT ANY INSURANCE POLICY SHALL PROVIDE FOR THE WAIVER OF SUBROGATION RIGHTS AGAINST THE OWNER. § 9.15.7 To the extent allowed by law, the Contractor agrees to insure the indemnity and hold harmless clauses contained in this Section 9.15, including its subparts, with insurance policies, approved by the Owner, and issued by a carrier authorized to do business in the State of Texas, in the minimum amounts set out in the Construction Documents. Any reference in the Contract to Section 9.15 shall include all of that section’s subparts. § 9.15.8 In claims against any person or entity indemnified under this Section 9.15 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under this Section 9.15 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts. The provisions of this Section 9.15 in its entirety, including all of its subparts, shall survive the completion, termination, or expiration of the Contract, howsoever caused, and no payment, partial payment, nor issuance of a certificate of Substantial Completion nor a certificate of Final Completion nor acceptance of occupancy in whole or in part of the Work shall waive or release any of the provisions of Section 9.15 and its subparts. PAGE 21 § 10.8 The Architect will interpret and decide make recommendations on matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims, disputes, and other matters in question between the Owner and Contractor but will not be liable for results of any interpretations or decisions rendered in good faith.or Contractor, which shall be copied to the other. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. The Owner will make the final determination of all matters concerning performance after consultation with the Architect. … § 10.10 The Architect shall review, prepare and make recommendations to Owner regarding all Change Orders and Construction Change Directives for the Owner’s approval and execution in accordance with the Contract Documents, accompanied by all supporting documentation. The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Section 13.3. The Architect shall accept requests by the Owner, and shall review properly prepared, timely requests by the Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work by the Contractor shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents and do not change the Contract Sum or Contract Time, then the Architect may issue an order for Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 18 a minor change in the Work with prior written notice to the Owner, or recommend to the Owner that the requested change be denied. The Architect is not authorized to approve changes involving major systems such as: footings; undergrounding; foundation; outward appearance; color schemes; floor plans; building materials; drainage; or mechanical equipment without Owner’s prior written consent. § 10.11 The Architect will conduct inspections and, in consultation with the Owner, determine the date or dates of Substantial Completion and the date of Final Completion; issue Certificates of Substantial Completion pursuant to Section 15.6; receive and forward to the Owner, for the Owner’s review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 15.7; and issue a final Certificate for Payment pursuant to Section 15.7. In the event Architect is required to perform more than two inspection(s) to determine the date or dates of Substantial Completion or Final Completion due to Contractor’s failure to meet the conditions for such completion, Contractor shall be responsible for paying or reimbursing Owner for the cost of any Additional Services charged by Architect or Consultants under the agreement between Owner and Architect. § 11.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.site away from the site, or otherwise to furnish labor The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 11.2 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the Subcontractors or suppliers proposed for each of the principal portions of the Work. Work if any. The Contractor shall not contract with any Subcontractor or supplier to whom the Owner or Architect has made reasonable written objection within ten days after receipt of the Contractor’s list of Subcontractors and suppliers. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. PAGE 22 § 11.4 All subcontracts shall be in writing in form and substance substantially similar to the Contractor’s standard form subcontract and shall specifically provide that the Owner is an intended third-party beneficiary of such subcontract. … § 13.1 By appropriate Modification, changes in the Work may be accomplished after execution of the Contract. The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, with the Contract Sum and Contract Time being adjusted accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor, and Architect, or by written Construction Change Directive signed by the Owner and Architect. Upon issuance of the Change Order or Construction Change Directive, the Contractor shall proceed promptly with such changes in the Work, unless otherwise provided in the Change Order or Construction Change Directive. A properly prepared written request for a change in the Work by Contractor shall be accompanied by sufficient supporting data and information to permit the Architect to make a recommendation to Owner. PAGE 23 § 13.3 The Architect will will, subject to Owner approval, have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. The Owner shall also retain authority to order such minor Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 19 changes in the Work. The Contractor shall carry out such written orders promptly. Minor changes in the Work shall not include changes that involve the outward appearance of the structure, color schemes, floor plans, building materials, landscaping, or mechanical equipment. § 13.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be equitably adjusted as mutually agreed between the Owner and Contractor; provided that the Contractor provides notice to the Owner and Architect promptly and before conditions are disturbed.Contractor shall not make any claim for an adjustment to the Contract Sum or Contract Time due to: a change in the materials used; a change in the specified manner of constructing and/or installing the Work; or additional labor, services, or materials, beyond that actually required by the terms of the Contract Documents, unless made pursuant to a written order or directive from Owner authorizing Contractor to proceed with a Change in the Work. No claim for an adjustment to Contract Sum or Contract Time shall be valid unless so ordered or directed. § 13.5 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be equitably adjusted as mutually agreed between the Owner and Contractor; provided that the Contractor provides notice to the Owner and Architect promptly and before conditions are disturbed. § 13.6 Calculation of costs or credits for Changes, minor changes, Proposals, Contingency expenditures and Allowance expenditures. § 13.6.1 When calculating the Cost of the Work for Changes, minor changes, Proposals, Contingency expenditures and Allowances, the Contractor shall furnish and include substantiation to satisfaction of the Owner of the following from Subcontractors: Description of Subcontractor Cost of the Work element A Bare Material Costs B Labor Hours C Labor Costs (Direct only, no markup) D Labor Cost Markup (Benefits, employer taxes) E Equipment F Markup on Work performed by other than Subcontractor’s own forces, which shall not exceed 10% G Contractor’s Overhead and Profit, which shall not exceed 15% of A through F Cost of the Work (Sum of A through G) § 13.6.2 When Contractor self performs Work, when calculating the Cost of the Work for Changes, minor changes, Proposals, Contingency expenditures and Allowances, the Contractor shall furnish and include substantiation to satisfaction of the Owner of the following: Description of Contractor Cost of the Work element A Bare Material Costs B Labor Hours C Labor Costs (Direct only, no markup) D Labor Cost Markup (Benefits, employer taxes) E Equipment F Contractor’s Overhead and Profit, which shall not exceed 15% of through E G Cost of the Work (Sum of A through F) No additional Fee or General Conditions cost shall apply to self-performed Work. § 13.6.3 For Unit Prices, if any, stated in the Contract Documents or subsequently agreed upon. Additional mark-ups for overhead and profit will not be allowed in Unit Price Work. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 20 § 13.7 The Contractor, upon receipt of written notification by the Architect of a proposed item of change in the Work, shall prepare within 10 calendar days a Change Proposal in such form or forms as directed by the Architect. .1 Each separate Change Proposal shall be numbered consecutively and shall include all cost related to the proposed Change in the Work, including any disruption or impact on performance. .2 The Subcontractor’s itemized accounting shall be included with the Change Proposal; .3 If a Change Proposal is returned to the Contractor for additional information or if the scope of the proposed change in the Work is modified by additions, deletions or other revisions, the Contractor shall revise the Change Proposal accordingly and resubmit the revised Change Proposal to the Architect and the Contractor; .4 A revised Change Proposal shall be the original Change Proposal number suffixed by the letter "R" to designate a revision in the original Change Proposal. If additional revisions to a revised Change Proposal are necessary, each subsequent revision shall be identified by an appropriate numeral suffix immediately following the "R" suffix; .5 Upon written approval of a Change Proposal by Owner, the Architect and the Contractor, the Architect will prepare an Allowance Expenditure Authorization or Change Order authorizing such change in the Work; and .6 The Contractor shall request extensions of Contract Time due to changes in the Work only at the time of submitting its Change Proposal. Contractor’s failure to do so shall represent a waiver of any right to request a Contract Time extension. Any request for extensions of Contract Time must be substantiated through the demonstration of the impact of the proposed item of change in the Work to the critical path schedule for the Project. § 13.8 Change Orders § 13.8.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 13.8.2 In no event shall a single change, or the aggregate of all changes, result in the total costs, reimbursements and fees exceeding the Contract Sum or be the basis of a change in the Contract Time unless and until such change has been authorized by a Change Order executed and issued by the Owner in accordance with the Contract Documents prior to the commencement of such modified or changed Work. Changes in the Work may be made without notice to Contractor’s sureties and absence of such notice shall not relieve such sureties of any of their obligations to Owner. § 13.8.3 Contractor stipulates that acceptance of a Change Order by the Contractor shall constitute full accord and satisfaction for any and all Claims, whether direct or indirect, including but not limited to, impact or delay damages, arising from the subject matter of the Change Order and attorney’s fees and costs arising from a dispute with a Subcontractor or Sub-subcontractor over the Change Order. § 13.8.4 Methods used in determining adjustments to the Contract Sum may include those listed in Section 13.8.3. § 13.9 Construction Change Directives § 13.9.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and, if required by the Owner, the Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 13.9.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 21 § 13.9.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices, if any, stated in the Contract Documents or subsequently agreed upon (additional mark-ups for overhead, profit and fees will not be allowed); .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee, subject to the limitations of this Article 13; or .4 As provided in Section 13.8.4, subject to the limitations of this Article 13. § 13.9.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, then the adjustment shall be determined by the Architect on the basis of the amount by which the Contractor’s direct costs have actually been increased over the direct cost of performing the Work without the Change in the Work. Direct costs shall be limited to the following to the extent such costs are reasonable: .1 Actual costs of labor, including applicable payroll taxes, workers’ compensation insurance, and other employee costs approved by the Architect; .2 Actual costs of materials, supplies, and equipment, including cost of transportation, used in performing the change in the Work; .3 Actual rental costs of machinery and equipment rented from third parties, exclusive of hand tools, at rates that are no greater than market rates in the locale of the Work at the time of the Work; and .4 Actual costs of premiums for all bonds and insurance, and permit fees, directly related to the change. The Contractor shall keep and present, in such form as the Architect or Owner may prescribe, an itemized accounting of the items listed above, together with appropriate supporting documentation. § 13.9.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 21. § 13.9.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved regardless of the Contractor’s agreement with or disagreement with the adjustment in the Contract Sum or Contract Time or the method for determining them and shall promptly advise the Architect of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 13.9.7 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 13.9.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost plus the Contractor’s allocated percent of profit and overhead as confirmed by the Architect. § 13.9.9 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 14.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing this Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. Definitions §14.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Final Completion of the Work. § 14.1.2 The date of commencement of the Work is the first business day after Contractor’s receipt of the written Notice to Proceed. The Notice to Proceed shall not be issued by the Architect until the Agreement has been signed by the Contractor, approved by Owner’s City Council (unless otherwise delegated), signed by the Owner’s authorized Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 22 representative, and Owner and Architect have received, and approved as to form, all required payment and performance bonds and insurance in compliance with Article 17. Issuance of the notice to proceed shall not relieve the Contractor of its responsibility to comply with Article 17. § 14.1.3 The date of Substantial Completion is the date certified by the Architect and approved by the Owner in accordance with Section 15.6. The date of Final Completion is the date certified by the Architect and Owner in accordance with Section 15.7. Unless otherwise agreed in writing by the Owner, the Contractor agrees that Final Completion shall occur not more than thirty (30) calendar days after the date of Substantial Completion. § 14.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 14.2 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. Progress and Completion § 14.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor stipulates that the Contract Time is a reasonable period for performing the Work. § 14.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner’s approval of such insurance. § 14.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Final Completion within the Contract Time. § 14.2.4 The Contractor is subject to liquidated damages, as specified in the Agreement, if the Work is not completed by the date of Substantial Completion or the date of Final Completion. § 14.3 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. Delays and Extensions of Time § 14.4 The date of Substantial Completion is the date certified by the Architect in accordance with Section 15.6.3. § 14.5 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) changes ordered in the Work; (2) by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties, or any causes beyond the Contractor’s control; or (3) by other causes that the Contractor asserts, and the Architect determines, justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine, subject to the provisions of Article 21. § 14.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an authorized employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by fire, governmental actions, adverse weather conditions documented in accordance with the Contract Documents, or other causes beyond the Contractor’s reasonable control which do not arise through the action or inaction of Contractor or its Subcontractor, Sub-subcontractor or suppliers, could not have been reasonably anticipated, and could not have been avoided through the exercise of reasonable care or prudent construction management by the Contractor; (4) by delay authorized in writing by the Owner; or (5) by other causes that the Contractor asserts, and the Architect and Owner determine, justify delay, then the Contract Time may be extended for such reasonable time as the Architect and Owner may determine. The foregoing notwithstanding, the Contractor shall not be entitled to an extension of time for changes in the Work required due to Contractor fault, or which extend beyond the time extension provided in a Change Order. Nothing in this provision will limit the rights of Owner under other provisions of this Contract. Any provision of the Contract Documents to the contrary notwithstanding, it is expressly agreed that the extension of the Contract Time shall be Contractor’s sole remedy for any delay unless the same shall have been caused by acts constituting interference by the Owner which materially interfere with Contractor’s performance of the Work, and then only to the extent that such acts continue after Contractor’s reasonable prior written notice to Owner of such interference. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 23 § 14.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 21. A disagreement concerning time extensions shall not relieve the Contractor from performing the Work required by the Contract Documents and shall not be cause for the Contractor to suspend Work on the Project. § 14.3.3 The Contract does not permit the recovery of damages, including, without limitation, extended home office overhead expenses, general conditions or other consequential damages, by the Contractor for delay or disruption or for extensions of time due to bad weather or acts of God. Contractor agrees that Contractor shall be fully compensated for all delays solely by an extension of time. Owner’s exercise of any of its rights under the Contract Documents, including without limitation, its rights under Article 13, Changes in the Work, regardless of the extent or number of such changes or Owner’s exercise of any of its remedies of suspension of the Work or requirement of correction or re-execution of any defective Work, shall not, under any circumstances, be construed as interference with Contractor’s performance of the Work and shall not entitle the Contractor to any additional compensation. § 14.3.4 In the event of inexcusable delay by Contractor, Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts or re-sequencing of the Work. All such acceleration shall be at no cost to Owner. § 14.3.5 In the event that Contractor does not complete the Work within the Contract Time, then in addition to any other costs and damages (liquidated or otherwise) for which Contractor is responsible, Contractor will provide, at its expense, any bonds required by governmental authorities to enable Owner to secure a Certificate of Occupancy (if required) even though there are items of Work which are incomplete. § 14.3.6 The Contractor’s claims related to time shall be made in accordance with applicable provisions of the Contract Documents or they shall be deemed waived. PAGE 27 § 15.1.1 Where the Contract is based on a Stipulated Sum or the Cost of the Work with a Guaranteed Maximum Price pursuant to Section 3.2 or 3.4, the Contractor shall submit a schedule of values to the Architect before the first Application for Payment, allocating the entire Stipulated Sum or Guaranteed Maximum Price The Contractor shall submit a Schedule of Values to the Architect and the Owner before the first Application for Payment allocating the entire Contract Sum to the various portions of the Work. The schedule of values Schedule of Values shall be prepared in the form, and supported by the data to substantiate its accuracy required by the Architect. This schedule of values accuracy, required by the Architect and the Owner. This Schedule, unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Contractor’s Applications for Payment. Any changes to the Schedule of Values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Contractor’s Applications subsequent Applications for Payment. The Schedule of Values shall be prepared in such a manner that each major item of Work, whether done by Contractor’s own forces or subcontracted, is shown as a single line item on AIA Documents G702 and G703, Application and Certificate for Payment. § 15.1.2 The allocation of the Stipulated Sum or Guaranteed Maximum Price under this Section 15.1 shall not constitute a separate stipulated sum or guaranteed maximum price for each individual line item in the schedule of values.In order to facilitate the review of Applications for Payment, the Schedule of Values shall be submitted on AIA Documents G702 and G703 (or G732 and G703, as applicable), and shall include the following: .1 Contractor’s cost for Contractor’s fee (if applicable) bonds and insurance, mobilization, general conditions, etc. shall be listed as individual line items. .2 Contractor’s costs for various construction items shall be detailed. For example, concrete work shall be subdivided into footings, grade beams, floor slabs, paving, etc. .3 On major subcontracts, such as mechanical, electrical and plumbing, the schedule shall indicate line items and amounts in detail (for example: underground, irrigation, landscaping, major equipment, fixtures, installation fixtures, start-up, etc.). .4 Costs for subcontract work shall be listed without any additional mark-up of Contractor’s costs for overhead, profit or supervision. .5 If payment for stored materials is requested prior to installation, then material and Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 24 labor shall be listed as separate line items. Contractor shall provide a report of actual versus projected reimbursable expenses (general conditions), updated monthly. § 15.1.2.1 The allocation of the Stipulated Sum or Guaranteed Maximum Price under this Section 15.1 shall not constitute a separate stipulated sum or guaranteed maximum price for each individual line item in the schedule of values. If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices may, by mutual written agreement, be equitably adjusted. § 15.1.3 Notwithstanding anything to the contrary contained in the Contract Documents, the Owner may withhold any payment to the Contractor hereunder if and for so long as the Contractor fails to perform any of its material obligations hereunder or is otherwise in default under any of the provisions of the Contract Documents, subject to the requirements of applicable law. PAGE 29 § 15.3.3 Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing. Contractor shall submit Applications for Payment in quadruplicate using AIA Documents G702 and G703 Application and Certificate of Payment (or G732 and G703, if applicable) and Continuation Sheet. All blanks in the form must be completed and signatures of Contractor and Notary Public must be original on each form. Incomplete or inaccurate Applications for Payment shall be returned to the Contractor by the Architect for completion and/or correction. Owner shall have no responsibility for payment of same if the Application for Payment is incomplete or inaccurate. § 15.3.4 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or other encumbrances adverse to the Owner’s interests.All progress payment requests shall be accompanied by (i) an itemization of all Subcontractors, Sub-subcontractors, and suppliers, the amounts due each, and the amounts to be paid out of said progress payment to each of them and (ii) by unconditional lien waivers releasing all liens and lien rights with respect to Work for which Owner has made payment under a prior progress payment request in a form reasonably satisfactory to Owner from Contractor and all its subcontractors and material suppliers with contracts in excess of $25,000.00 (Evidence of prior progress payment shall apply to progress payments 61-days or older). When Contractor submits its request for payment of retainage, Contractor shall submit "All Bills Paid" affidavits and unconditional final lien waivers fully releasing all liens and lien rights with respect to the Work in a form reasonably satisfactory to Owner from Contractor and all its Subcontractors, Sub-subcontractors, and suppliers with contracts in excess of $25,000.00. Applications for Payment shall be certified as correct by Contractor. Each Application for Payment shall also be accompanied by Certified Payrolls (if Davis-Bacon Act is applicable) and such other affidavits, certificates, information, data, and schedules as Owner may reasonably require. The Owner is not required to make any payment to Contractor to the extent reasonably necessary to protect Owner. § 15.3.5 The Contractor warrants that title to all Work, materials, and equipment covered by an Application for Payment will irrevocably pass to the Owner no later than the time of Owner’s payment to Contractor of the invoiced cost. Such title shall be free and clear of all liens, claims, security interests or encumbrances. No Work, material or equipment covered by an Application for Payment shall be subject to an agreement under which an interest is retained or an encumbrance is attached by the seller, the Contractor, or other party. The Contractor further warrants that, upon submittal of an Application for Payment, all Work, materials, and equipment for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, Sub-subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD OWNER HARMLESS FROM AND AGAINST ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 25 FILED BY THE CONTRACTOR, SUBCONTRACTORS, OR ANYONE CLAIMING BY, THROUGH OR UNDER THE CONTRACTOR OR SUBCONTRACTOR FOR WORK, MATERIALS, EQUIPMENT, OR OTHER ITEMS COVERED BY PAYMENTS MADE BY THE OWNER TO CONTRACTOR. § 15.3.6 Contractor shall submit Applications for Payment in quadruplicate using AIA Documents G702 and G703 Application and Certificate of Payment (or G732 and G703, if applicable) and Continuation Sheet. All blanks in the form must be completed and signatures of Contractor and Notary Public must be original on each form. Incomplete or inaccurate Applications for Payment shall be returned to the Contractor by the Architect for completion and/or correction. Owner shall have no responsibility for payment of same if the Application for Payment is incomplete or inaccurate. § 15.3.7 By signing each Application for Payment, the Contractor stipulates and certifies to the following: that the information presented is true, correct, accurate and complete; that the Contractor has made the necessary detailed examinations, audits and arithmetic verifications; that the submitted Work has been completed to the extent represented in the Applications for Payment; that the materials, equipment, and supplies identified in the Applications for Payment have been purchased, paid for and received; that the Subcontractors, Sub-subcontractors, and suppliers have been paid as identified in the Applications for Payment or that Contractor has been invoiced for same; that Contractor has made the necessary on-site inspections to confirm the accuracy of the Applications for Payment; that there are no known mechanics’ or materialmens’ liens outstanding at the date of this requisition; all due and payable bills with respect to the Work have been paid to date or are included in the amount requested in the current application; that, except for such bills not paid but so included, there is no known basis for the filing of any mechanics’ or materialmens’ liens on the Work; that the Payment Application includes only Work self-performed by Contractor or for which Contractor has been invoiced; and that releases from all Subcontractors, Sub-subcontractors, suppliers, and materialmen have been obtained in such form as to constitute an effective release of lien under the laws of the State of Texas covering all Work performed and for which payment has been made by the Owner to the Contractor. Contractor understands that documents submitted to Owner become government documents under the laws of the State of Texas. Contractor further understands that falsification of Contractor’s Application for Payment may constitute a violation of the penal laws of the State of Texas, including, but not limited to, Texas Penal Code Sections 32.46 and 37.10, and may justify termination of Contractor’s Contract with Owner. § 15.3.8 Contractor’s request for payment of the retainage may be made only upon expiration of thirty (30) calendar days after Final Completion. The request shall be accompanied by the Contractor’s Affidavit of Payment of Debts and Claims or a comparable affidavit on a form acceptable to Owner. This document must be executed under oath and notarized. PAGE 30 § 15.4.1 The Architect will, within seven (7) days after receipt of the Contractor’s Application for Payment, either Payment: (1) certify, sign, and issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor, Contractor; or (2) certify, sign, and issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner of the Architect’s reasons for withholding certification in part as provided in Section 15.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect’s reasons for withholding certification in whole or in part as provided in Section 15.4.3.reason for withholding certification in whole as provided in Section 15.5.1; or return the Payment Application to the Contractor as provided in Section 15.3.3. The Owner shall have the right to reject, modify, or approve the Architect’s Certificate for Payment in whole or in part, and shall have the right to make the final determination of the payment to be made to the Contractor. § 15.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect’s evaluations of the Work and the data in the Application for Payment, that, to the best of the Architect’s knowledge, information, and belief, Owner that, the Architect has observed the progress of the Work and determined that, in the Architect’s professional opinion, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and the Contractor is entitled to payment in the amount certified. amounts requested in the Application for Payment have been critically evaluated and certified and are valid and correct. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion completion, and to specific qualifications expressed by the Architect. Architect in writing to the Owner. However, the issuance of a Certificate for Payment will not be a Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 26 representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors Subcontractors, Sub-subcontractors, and suppliers and other data unless requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. Examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s accountants or other representatives of the Owner acting in the sole interest of the Owner. § 15.4.3 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 15.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 15.4.1. If the Contractor and the Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 9.2.2, because of .1 defective Work not remedied; .2 third-party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; orissuance of a Certificate for Payment shall constitute a recommendation to the Owner regarding the amount to be paid and shall be a prerequisite to any payment being made by the Owner to the Contractor. The Certificate of Payment is not binding on the Owner, and the Owner may rely on other provisions of the Contract Documents, as well as the Architect’s Certificate, and on other information known to the Owner to determine the amount to be paid to or withheld from the Contractor. .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 15.4.4 When either party disputes the Architect’s decision regarding a Certificate for Payment under Section 15.4.3, in whole or in part, that party may submit a Claim in accordance with Article 21. § 15.5.1 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to sub-subcontractors in a similar manner.Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 15.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 15.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including, but not limited to, loss resulting from acts and omissions described in Section 9.2.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors, Sub-subcontractors, or suppliers for labor, materials or equipment; Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 27 .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; .7 failure to carry out the Work in accordance with the Contract Documents; .8 failure to submit a written plan indicating action by the Contractor to regain the time schedule for completion of Work within the Contract Time; or failure to provide any submittals or documentation required under the Contract Documents in a timely manner, including a schedule of values and a construction schedule. § 15.5.2 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a Subcontractor or supplier except as may otherwise be required by law.If the Contractor disputes the Architect’s or Owner’s decision regarding a Certificate for Payment under Section 15.5.1, in whole or in part, the Contractor may submit a Claim in accordance with Article 21. § 15.5.3 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents.When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 15.5.4 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted.Notwithstanding any provision contained within this Article, if the Work has not attained Substantial Completion or Final Completion by the required dates, subject to extensions of time allowed under these General Conditions, then Architect may withhold any further Certificate for Payment to Contractor to the extent necessary to preserve sufficient funds to complete the construction of the Project and to cover liquidated damages. The Owner shall not be deemed to be in breach of the Contract Documents by reason of the withholding of any payment which Owner is entitled to withhold pursuant to any provision of the Contract Documents or withholding in reliance on any such Contract Document provision in good faith, or withholding, in good faith, in reliance on information that has come to the attention of the Owner that Owner reasonably believes constitutes sufficient reason to withhold payment, and no interest shall accrue in connection with the withheld payment(s) determined to have been properly withheld. § 15.5.5 Progress Payments § 15.5.5.1 After the Architect has issued a Certificate for Payment for undisputed amounts, the Owner shall review the Application for Payment and the Architect’s Certificate and shall make payment or withhold payment in the manner and within the time provided in the Contract Documents, and shall notify Contractor within 21 days if Owner disputes the Architect’s Certificate for Payment, listing the specific reasons for nonpayment. Payments to the Contractor shall not be construed as releasing the Contractor or his Surety from any obligations under the Contract Documents. § 15.5.5.2 The Contractor will receive the payments made by Owner and will hold such payments in trust to be applied first to the payment of Subcontractors, Sub-subcontractors, suppliers and any other parties furnishing labor, materials, equipment or services for the Work in accordance with the provisions of their subcontracts. The Contractor shall pay each Subcontractor, Sub-subcontractor, and supplier, no later than seven days after receipt of payment from the Owner and before using any part of the payment from the Owner for any other purpose, the amount to which such party is entitled, reflecting percentages actually retained from payments to the Contractor on account of such party’s portion of the Work, and shall, if requested, provide the Owner with evidence of such payment. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner, and if the Owner so requests, shall provide to the Owner copies of such Subcontractor payments. If the Contractor has failed to make payment promptly to the Contractor’s Subcontractors, Sub-subcontractor, or for materials or labor used in the Work for which the Owner has made payment to the Contractor, the Owner shall be entitled to Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 28 withhold payment to the Contractor, in part or in whole, to the extent necessary to protect the Owner. This Section is subject to the provisions of Texas Business and Commerce Code Chapter 56. § 15.5.5.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 15.5.5.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors, Sub-subcontractors, and suppliers’ amounts paid by the Owner to the Contractor for subcontracted Work. The Owner shall have the right at all times to contact Subcontractors, Sub-subcontractors, and suppliers to ascertain whether they have been properly paid. Progress payments may, in the discretion of Owner, be made in the form of checks payable jointly to the Contractor and such parties. In the event Owner receives any notices of nonpayment from parties furnishing labor, materials, equipment, or services for the Work, progress payments and/or Final Payment may, in the discretion of Owner, be made in the form of checks payable jointly to the Contractor and such parties for such amounts as the Contractor agrees or the Owner determines are due. Notwithstanding any other provision in the Contract Documents, neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor, Sub-subcontractor or supplier. Action on the part of the Owner to require Contractor to pay a Subcontractor, Sub-subcontractor, or supplier shall not impose any liability on Owner. § 15.5.5.5 The Contractor’s payments to suppliers shall be treated in a manner similar to that provided in Sections 15.5.5.2, 15.5.5.3 and 15.5.5.4. § 15.5.5.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 15.5.5.7 The Contractor shall, as a condition precedent to any obligation of the Owner under the Contract, provide to the Owner payment and performance bonds in accordance with the terms and provisions of the Contract Documents, including Article 17 herein. Payments received by the Contractor from the Owner for Work properly performed by Subcontractors, Sub-subcontractors, or provided by suppliers shall be held in trust by the Contractor for the benefit of those Subcontractors, Sub-subcontractors, or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. § 15.5.5.8 Contractor shall not withhold as a retainage a greater percentage from Subcontractors or materialmen than the percentage that Owner withheld as retainage from payments to Contractor. PAGE 32 § 15.6.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use; all Project systems included in the Work or designated portion thereof have been successfully tested and are fully operational; operation and maintenance data shall have been submitted and approved; all required governmental inspections and certifications required of the Work have been made, approved and posted; designated initial demonstration and instruction of Owner’s personnel in the operation of Project systems has been completed; all the required final finishes set out in the Construction Documents are in place; and all major punch-list items and a majority of minor items of a cosmetic nature have been completed and accepted by Owner. The only remaining Work shall be minor in nature so that the Owner can occupy or otherwise utilize the Work or the applicable portion of the Work for all of its intended purposes on that date; and the completion of the Work by the Contractor will not materially interfere with or hamper Owner’s (or those claiming by, through or under the Owner) normal municipal or other business operations or other intended use. As a further condition of a determination of Substantial Completion, the Contractor shall certify that all remaining Work shall be completed within 30 consecutive calendar days after the date of Substantial Completion. All work that could interfere with the Owner’s use following Substantial Completion shall be performed by the Contractor after hours at no additional expense to the Owner. § 15.6.1.1 In the event substantial completion is not achieved by the designated date, or as it may be extended, Owner may withhold payment of any further sums due until Substantial Completion is achieved. Owner shall also be entitled to deduct out of any sums due to Contractor any or all liquidated damages due Owner in accordance with the Contract Documents. In addition to the requirements of the Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 29 Contract Documents, it is expressly understood that the establishment of Substantial Completion is subject to the following: 1.Any applicable lighting, landscaping and irrigation must be complete. 2.All Energy Management Systems must be complete and fully operational and demonstrated to the Owner. 3.Any applicable sound, audio and video, communications equipment and telephone systems must be complete and demonstrated to the Owner. 4.All signage must be complete. 5.All Owner demonstrations and training must be completed, including irrigation and electrical equipment. 6.All exterior clean-up of landscaping must be complete. 7.All other clean-up must be complete. 8.A final Certificate of Occupancy or other regulatory approvals conforming to the requirements of the location jurisdictional authority must be signed by the Contractor and delivered to the Owner. 9.All operation and maintenance manuals must be complete and delivered to the Owner. § 15.6.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. The Architect and/or Owner shall have the right to add additional items to be completed or corrected to the comprehensive list submitted by the Contractor. § 15.6.2.1 The Contractor’s superintendent shall participate in the preparation of the Contractor’s punch list that is submitted to the Architect and Owner for supplementation. Upon receipt, the Architect shall perform a spot review to determine the adequacy and completeness of the Contractor’s punch list. Should the Architect determine that the Contractor’s punch list lacks sufficient detail or requires extensive supplementation, the punch list will be returned to the Contractor for further inspection and revision. The date of Substantial Completion will be delayed until the punch list submitted is a reasonable representation of the Work to be done. § 15.6.2.2 Upon receipt of an acceptable Contractor’s punch list, the Contractor’s superintendent shall accompany the Architect, its Consultants and the Owner (at the Owner’s discretion) during their inspections and the preparation of verbal or written additions to the Contractor’s punch list. The Contractor’s superintendent shall record or otherwise take notes of all supplementary items and incorporate them into the Final Punch List. A typed addition to the supplements to the punch list will be made by the Contractor. This procedure will produce a Final Punch List that has the Contractor’s, Architect’s, Consultants’ and Owner’s comments incorporated in only one list. Delay in the preparation of the Final Punch List shall not be cause for a claim for additional cost or extension of time as the Contractor’s superintendent shall have been in attendance during the inspections of the Architect and its consultants and will have been expected to have taken appropriate notes. § 15.6.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. When the Architect determines that If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof is substantially complete, the Architect will issue a Certificate of Substantial Completion which shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion.for its intended use, then the Architect shall so notify the Contractor and Owner in writing, and the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect or Owner. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. Except with the consent of the Owner, the Architect shall perform no more than two (2) inspections to determine whether the Work or a designated portion thereof has attained Substantial Completion in accordance with the Contract Documents. Any fee which Owner incurs for Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 30 additional site visits of Architect for determination of Substantial Completion will be at the expense of Contractor. Owner will deduct the amount of Architect’s compensation for re-inspection services from Final Payment or, at the Owner’s discretion, may require the Contractor to reimburse the Owner for such costs directly. § 15.6.4 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to When the Work or designated portion thereof is substantially complete, the Architect will prepare, sign, and issue Owner’s Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the Final Punch List accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof.Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 15.6.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. § 15.6.5.1 After the date of Substantial Completion of the Work as evidenced by the Certificate of Substantial Completion, the Contractor will be allowed a period of thirty (30) calendar days, unless extended by mutual agreement or provision of the Contract, within which to complete all Work and correct all deficiencies contained in the Final Punch List attached to the Certificate of Substantial Completion. Failure by the Contractor to complete such corrections within the stipulated time will be reported to the Contractor’s surety. In the report of deficiency, the Contractor and surety will be informed that, should correction remain incomplete for ten (10) additional calendar days, the Owner will initiate action to complete corrective work out of the remaining contract funds in accordance with Article 20.2. Additional costs of the Owner, Architect, and other consultants incurred because of the Contractor’s failure to complete the correction of deficiencies within thirty (30) calendar days after the date of Substantial Completion, unless extended by mutual agreement or provision of the Contract, will be deducted from the funds remaining to be paid to the Contractor. Should corrective work following Substantial Completion require more than one re-inspection after notification by the Contractor that corrections are complete; the cost of subsequent inspections shall also be deducted from funds remaining unpaid to the Contractor. § 15.6.6 Retainage is not due to the Contractor until thirty-one (31) days after Final Completion of the Work as set out in Section 15.7. After the Certificate of Substantial Completion is accepted by the Owner, the Owner may, at its sole discretion and upon acceptance and consent of surety, make payment of retainage on all or a part of the Work accepted. Final Completion includes submittal of all required closeout and record documents. PAGE 34 § 15.7.1 When all of the Work is finally completed, all required documentation has been submitted, and the Contractor is ready for a final inspection, it shall notify the Owner and the Architect thereof in writing. Upon receipt of the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, acceptance, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and the Contractor shall issue its final Application for Payment. Upon the Architect’s agreement and approval, the Architect will promptly prepare, sign, and issue Owner’s Certificate of Final Completion and a final Certificate for Payment certifying to Owner that on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions stated listed in Section 15.7.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. Owner may rely on other provisions of the Contract Documents, as well as the Architect’s certifications, in determining the payment to be made to Contractor. Final Payment shall be made by the Owner in accordance with Owner’s regular schedule for payments. The Architect is obligated under the agreement between Owner and Architect to make only a limited number of site visits to determine Final Completion. Any fee which Owner incurs for additional site visits of Architect for determination of Final Completion will be at the expense of Contractor. Owner will deduct amount of Architect’s compensation for re-inspection services from final payment or, at the Owner’s discretion, may require the Contractor to reimburse the Owner for such costs directly. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 31 § 15.7.2 Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all liens arising out of this Contract or receipts in full covering all labor, materials and equipment for which a lien could be filed, or Neither Final Payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) using AIA Document G706, an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) evidence satisfactory to Owner that insurance required by the Contract Documents to remain in force after Final Payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) using AIA Document G707, Consent of Surety, if any, to Final Payment, (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6) except for amounts currently withheld by the Owner, other data establishing payment or satisfaction of obligations, such as AIA Document G706A, notarized subcontractor lien releases, and other receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract or the Work, to the extent and in such form as may be designated by the Owner. If a Subcontractor, Sub- subcontractor, or supplier refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including costs and reasonable attorneys’ fees.the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys’ fees. In addition, the following items must be completed and received by the Owner before Final Payment will be due: .1 Written certifications and notices required by Article 16 .2 Final List of Subcontractors (AIA Document G705); .3 Contractor’s and other required warranties, organized as required elsewhere in the Contract Documents; .4 Maintenance and Instruction Manuals; .5 Owner’s Final Completion Certificate; and .6 Record drawings and "as built" drawings as required elsewhere in the Contract Documents. Documents identified as affidavits must be notarized. All manuals will contain an index listing the information submitted. The index section will be divided and identified by tabbing each section as listed in the index. Upon request, the Architect will furnish the Contractor with blank copies of the forms listed above. Final Payment shall be paid by the Owner to the Contractor within thirty (30) days after Owner’s City Council has voted to accept the Work and approve Final Payment, unless otherwise delegated. § 15.7.2.1 If, after Substantial Completion of the Work, Final Completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting Final Completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect and, if necessary, written consent of the surety, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted, less retainage. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing Final Payment, and it shall not constitute a waiver of claims by Owner. Nothing in this subsection is intended to limit or reduce Owner’s rights and remedies in the event of a Contractor default. § 15.7.3 The making of final payment shall constitute a waiver of claims by the Owner except those arising from .1 liens, claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents; or .4 audits performed by the Owner, if permitted by the Contract Documents, after final payment.not constitute a waiver of any claims, rights or remedies by the Owner. § 15.7.4 Acceptance of final payment Final Payment by the Contractor, a Subcontractor Subcontractor, a Sub-subcontractor, or supplier shall constitute a waiver of claims by that payee except those previously made in Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 32 writing asserted pursuant to Article 21 and identified by that payee as unsettled at the time of the final Application for Payment. PAGE 36 The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to … The Contractor shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury, or loss. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, a Subcontractor, a sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 16.1.2 and 16.1.3. The Contractor may make a claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 9.15.The Contractor shall also do all things necessary to protect the Owner’s premises and all persons from damage and injury, when all or a portion of the Work is suspended for any reason. Contractor’s obligations under Section 16.2 as to each portion of the Project shall continue until Owner takes full possession of and occupies that portion of the Project. § 16.1.2 The Contractor shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. The Contractor shall promptly report in writing to the Owner and Architect all accidents arising out of or in connection with the Work which cause death, bodily injury, or property damage, giving full details and statements of any witnesses. In addition, if death, serious bodily injuries, or serious property damages are caused, the accident shall be reported immediately by telephone or messenger to the Owner and the Architect. § 16.1.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection to the extent appropriate for the Project, including installing fencing, posting danger signs and other warnings against hazards, promulgating safety regulations, and notifying the owners and users of adjacent sites and utilities of the safeguards. The Contractor shall also be responsible, at the Contractor’s sole cost and expense, for all measures necessary to protect any property adjacent to the Project and improvements therein. Any damage to such property or improvements shall be promptly repaired by the Contractor. Contractor shall provide reasonable fall protection safeguards and provide approved fall protection safety equipment for use by all exposed Contractor employees. § 16.1.4 When use or storage of hazardous materials or equipment, or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel, and shall only conduct such activities after giving reasonable advance written notice of the presence or use of such materials, equipment or methods to Owner and Architect. The storage of explosives on Owner’s property is prohibited. The use of explosive materials on Owner’s property is prohibited unless expressly approved in advance in writing by Owner and Architect. § 16.1.5 The Contractor shall promptly remedy damage and loss to property including without limitation damage and losses referred to in Sections 16.3 and caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 9.15. § 16.1.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 33 § 16.1.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 16.1.8 The Contractor shall be responsible for taking all precautions necessary to protect the Work in place from any foreseeable weather conditions which could cause any potential damage to portions or all Work in place or to other portions of the Project. The Contractor shall be responsible for performing all repairs and/or replacement of any Work that results from foreseeable weather conditions, and shall also be responsible for all repairs and/or replacement of any other portions of the Project to the extent such repairs and/or replacement are required as a result of Contractor’s failure to properly secure the Work or otherwise take precautions with respect to the Work as required under this Section 16.1. PAGE 37 § 16.2.1 The Contractor is responsible for compliance with the requirements of any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents, Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the condition. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up.If Contractor encounters polychlorinated biphenyl (PCB), and the specifications require the PCB’s removal, the Contractor shall remove the PCB and store it in marked containers at the jobsite provided by the Owner. If PCBs are found which are leaking, then Contractor shall stop work on the affected fixture and shall contact Owner for removal and disposal of the leaking PCBs. § 16.2.2 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area, if in fact, the material or substance presents the risk of bodily injury or death as described in Section 16.2.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity.Upon receipt of the Contractor’s notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has a reasonable objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume within a reasonable time to be determined upon written agreement of the Owner and Contractor. The Contractor may be entitled to an equitable adjustment regarding the Date of Substantial Completion and/or Final Completion to the extent of any delay directly attributable to efforts to remove or safely contain a material or substance as required hereunder. § 16.2.3 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred.IF CONTRACTOR MOVES OR PLACES HAZARDOUS MATERIALS ONTO THE PROJECT SITE, THEN CONTRACTOR HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OWNER, ITS CONSULTANTS, OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES, AGAINST ANY CLAIMS ARISING OUT OF OR RELATED TO SUCH IMPORTATION, INCLUDING BUT NOT LIMITED TO COSTS AND Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 34 EXPENSES THE OWNER INCURS FOR REMEDIATION OF A MATERIAL OR SUBSTANCE THE CONTRACTOR BRINGS TO THE SITE, AS PROVIDED FOR IN SECTION 9.15. § 16.2.4 The Owner shall not be responsible under this Section 16.3 for hazardous materials or substances the Contractor moves or places onto to the site. § 16.3 Injury or Damage to Person or Property If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts and omissions such party is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty-one (21) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. Provided, however, Contractor understands that, under Texas law, Owner has tort immunity and the Contract does not waive or limit such immunity. § 16.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury, or loss. § 16.5 Materials Containing Asbestos, Lead or PCB’s § 16.5.1 Prior to Final Payment and payment of retainage, the Contractor and, as applicable, each Subcontractor, Sub-subcontractor and supplier shall submit all applicable MSDS and a notarized statement on company or other official letterhead certifying to the best of their information, knowledge and belief, that no lead, asbestos, asbestos-containing (or, under reasonably foreseeable conditions, releasing) materials or PCBs in excess of amounts allowed by Local/State standards, laws, codes, rules and regulations; the Federal Environmental Protection Agency (EPA) standards and/or the Federal Occupational Safety and Health Administration (OSHA) standards, whichever is most restrictive, have been used or incorporated into the Work, and lead or lead-bearing (or, under reasonably foreseeable conditions, releasing) materials have not been incorporated into potable water systems. As used in this statement, the term "potable water systems" shall include, without limitation, those water systems for drinking fountains, all sinks, showers, bath tubs, residential and commercial kitchen equipment, ice machines, and hose bibs, as applicable to the Project. The notarized statement shall further state that, should any such materials be found in any of the Work in contravention of the notarized statement, then Contractor shall be responsible for taking all necessary corrective action to remove those materials from the Work, at no additional cost to the Owner. The notarized statement shall be dated, shall reference this specific Project, and shall be signed by not less than two (2) officers of the Contractor or the applicable Subcontractor, Sub-subcontractor, or supplier. § 16.5.2 To the best knowledge of the Owner and the Architect no products or materials containing asbestos or polychlorinated biphenyl (PCB) or other toxic substances have been specified for this Project. In the event the Contractor, its Subcontractors, Sub-subcontractors, or suppliers become aware that any products or materials specified, ordered, scheduled for or already incorporated in the Work on this Project, contain any hazardous material, whether stated in Section 16.3 or not, the situation shall be reported immediately to the Owner and Architect in writing. An acceptable, equal substitute for the product or material in question shall be proposed by the Contractor, and the product or material in question, if already onsite or incorporated in the Work, shall be removed from the site immediately and returned to the supplier or manufacturer. § 16.5.3 Final Payment and payment of retainage shall not be made until the information and notarized statements required under Section 16.5 have been received by Owner. PAGE 38 § 17.1.2 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than one million dollars ($ 1,000,000.00 ) each occurrence, two million dollars ($ 2,000,000.00 ) general aggregate, and two million dollars ($ 2,000,000.00 ) aggregate for products-completed operations hazard, providing coverage for claims including … § 17.1.3 Automobile Liability covering vehicles owned by the Contractor and non-owned vehicles used by the Contractor, with policy limits of not less than one-hundred thousand dollars ($ 100,000.00 ) per accident, for bodily Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 35 injury, death of any person, and property damage arising out of the ownership, maintenance, and use of those motor vehicles along with any other statutorily required automobile coverage. PAGE 39 § 17.1.6 Employers’ Liability with policy limits not less than one hundred thousand dollars ($ 100,000.00 ) each accident, five hundred thousand dollars ($ 500,000.00 ) each employee, and one million dollars ($ 1,000,000.00 ) policy limit. § 17.1.7 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than one million dollars ($ 1,000,000.00 ) per claim and two million dollars ($ 2,000,000.00 ) in the aggregate. § 17.1.8 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than five hundred thousand dollars ($ 500,000.00 ) per claim and one million dollars ($ 1,000,000.00 ) in the aggregate. § 17.1.9 Coverage under Sections 17.1.7 and 17.1.8 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than one million dollars ($ 1,000,000.00 ) per claim and two million dollars ($ 2,000,000.00 ) in the aggregate. § 17.1.10 The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Section 17.1 at the following times: (1) prior (1) prior to commencement of the Work; (2) upon (2) upon renewal or replacement of each required policy of insurance; and (3) upon (3) upon the Owner’s written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the period required by Section 17.1.1. Section 17.1.1. The certificates will show the Owner as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy. The Owner’s acceptance of the Contractor’s certificate(s) of insurance does not relieve any of the Contractor’s responsibilities under the Contract and shall not constitute a waiver of the Contractor’s obligation to provide insurance as required by this Contract. The Owner has the right to receive copies of any of the Contractor’s insurance policies (including without limitation declaration pages, policy forms, and all endorsements) upon written request. … § 17.1.12 To the fullest extent permitted by law, the Contractor shall cause the commercial liability coverage required by this Section 17.1 to include (1) the Owner, the Architect, and the Architect’s Consultants as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s Consultants, CG 20 32 07 04. The Owner shall continue as an additional insured, upon the terms herein, for the period of time the Owner may be held legally liable for the Contractors’ services, Work, or conduct. The Contractor shall require all of its subcontractors to include the Owner as an additional insured, upon terms substantially identical to those stated above, on the subcontractors’ Commercial General Liability coverage. PAGE 41 § 17.3.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in the Contract Documents on the date of execution of the Contract.Contractor shall provide surety bonds, from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located, as follows: Payment Bond in an amount not less than 100% of the Contract Sum through a corporate surety company, conditioned for the payment of all laborers and mechanics for labor that is performed and for the payment for material and equipment rental which is actually used or rented in the performance of the Contract. Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 36 Performance Bond In an amount not less than 100% of the Contract Sum § 17.3.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished.furnished and shall notify the Owner and Architect of any claim(s) made on any payment of obligations covered by such bond(s) within three (3) business days of receipt of such claim(s). … § 18.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed, or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense, unless compensable under Section A.1.7.3 in Exhibit A, Determination of the Cost of the Work.expense. § 18.2 In addition to the Contractor’s obligations under Section 9.4, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 15.6.3, 15.6.4, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. PAGE 42 § 18.6 The Owner may make emergency repairs to the Work or take such other measures necessary under the circumstances, if the Contractor does not promptly respond to a notice of defect or nonconforming Work. Contractor shall be responsible to Owner for this cost if the reason for the repairs is attributable to the Contractor. If payments then or thereafter due to the Contractor are not sufficient to cover such costs, then the Contractor shall pay the difference to the Owner on demand. § 18.7 Contractor shall replace, repair, or restore any parts of the Project or other items placed therein (whether by Owner or any other party) that are injured or damaged by any such parts of the Work that do not conform to the requirements of the Contract Documents or by defects in the Work. § 18.8 The provisions of this Section 18 apply to Work done by Subcontractors and Sub-subcontractors of the Contractor as well as Work done directly by employees of the Contractor. The provisions of this Section 18.8 shall not apply to corrective work attributable solely to the acts or omissions of any Separate Contractor of Owner (unless Contractor is acting in such capacities). The cost to Contractor of performing any of its obligations under this Section 18.8 to the extent not covered by insurance shall be borne by Contractor. § 18.9 If, however, Owner and Contractor deem it inexpedient to require the correction of Work damaged or not done in accordance with the Contract Documents, then an equitable deduction from the Contract Sum shall be made by agreement between Contractor and Owner. Until such agreement, Owner may withhold such sums as Owner deems just and reasonable from moneys, if any, due Contractor. The agreement shall not be unreasonably delayed by the Owner and the amount of money withheld shall be based on estimated actual cost of the correction to Owner. … The Contract shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 37 Arbitration Act shall govern Section 21.6.laws of the State of Texas, and any litigation shall be conducted in state district court. Mandatory and exclusive venue for any disputes shall be in Collin County, Texas. … Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where applicable building codes or applicable laws or regulations so require. PAGE 43 Phil Miller / Alma Zamora Project Advocates phil@project-advocates.com / alma@project-advocates.com 3833 Ridgetop Lane, Plano, TX 75074 … TBD … § 19.7 Proprietary Interests and Confidential Information § 19.7.1 Neither Architect nor Contractor shall use the image or likeness of Owner’s Project or Owner’s official logo or emblem and any other trademark, service mark, or copyrighted or otherwise protected information of Owner, without Owner’s prior written consent. Contractor and Architect shall not have any authority to advertise or claim that Owner endorses Architect or Contractor’s services, without Owner’s prior written consent. § 19.7.2 Neither Architect nor Contractor shall disclose any confidential information which comes into the possession of Architect or Contractor at any time during the Project, including but not limited to, the location and deployment of security devices, security access codes or employee information. § 19.7.3 The parties acknowledge that Owner is subject to, and must comply with, certain open records laws and other disclosure requirements, including, but not limited to, the Texas Public Information Act, Texas Government Code Section 552.001 et seq., subpoenas, and court orders. Nothing in the Contract shall be construed as prohibiting Owner from disclosing any information related to or in connection with the Contract in accordance with such requirements, and Contractor hereby waives any claim against and releases from liability Owner, its officials, officers, employees, agents, and attorneys with respect to any such disclosure. § 19.8 The Architect may appoint an employee or other person to assist it during the construction. These representatives will be instructed to assist the Contractor in interpreting the Contract Documents; however, such assistance shall not relieve the Contractor from any responsibility as set forth by the Contract Documents. The fact that the Architect’s Representative may have allowed Work not in accordance with the Contract Documents shall not prevent the Architect or the Owner from insisting that the faulty Work be corrected to conform with the Contract Documents and the Contractor shall correct same. § 19.9 The Contractor and its employees, agents, consultants, suppliers and subcontractors shall abide by all Owner applicable policies and procedures. § 19.10 Contractor hereby certifies that it is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 38 designated as a Foreign Terrorist Organization by the U.S. Secretary of State under federal law. Contractor hereby certifies and verifies that neither it, nor any of its affiliates, subsidiaries, or its parent company, if any (the "Contractor Companies"), boycott Israel, and Contractor agrees that it and the Contractor Companies will not boycott Israel during the term of the Contract. For purposes of the Contract, the term "boycott" shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory, but does not include an action made for ordinary business purposes. § 19.11 It is expressly understood that this Contract is not written for the benefit of third parties. PAGE 44 If the Architect fails to certify payment as provided in Section 15.4.1 15.5.1 for a period of 30 days through no fault of the Contractor, or if the Owner fails to make payment as provided in Section 4.1.3 4.1.2 for a period of 30 days, days through no fault of the Contractor, the Contractor may, upon seven additional days’ notice to the Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. … .2 fails to make payment to Subcontractors Subcontractors, Sub-subcontractors, or suppliers for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors;Subcontractors Sub-subcontractors, or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority;or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents;. .5 fails to furnish the Owner, upon request, with assurances satisfactory to the Owner, evidencing the Contractor’s ability to complete the Work in compliance with all the requirements of the Contract Documents; .6 engages in worker misconduct or is responsible for acts or omissions in violation of Article 9.2.2 or engages in conduct that would constitute a violation of state or federal criminal law, including but not limited to, the laws prohibiting certain gifts to public servants, or engages in conduct that would constitute a violation of the Owner’s ethics or conflict of interest policies; or .7 fails to proceed continuously and diligently with the construction and completion of the Work, except as permitted under the Contract Documents. § 20.2.2 When any of the reasons described in Section 20.2.1 exists, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, after giving Contractor three (3) days written notice and Contractor’s failure to institute a cure within this time, subject to any prior rights of the surety, may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven days’ notice, terminate the Contract and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 20.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 20.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. Any further payment shall be limited to amounts earned to the date of termination. § 20.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect’s Architects’ services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor exceed the unpaid balance of the Contract Sum, then the Contractor and/or its Surety shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 39 the Architect, upon application, and this Owner shall be certified by Architect upon application. The obligation for payment shall survive termination of the Contract. PAGE 45 Termination fee: $0.00 … § 21.1 Claims, disputes, and other matters in question arising out of or relating to this Contract, including those alleging an error or omission by the Architect but excluding those arising under Section 16.2, shall be referred initially to the Architect for decision. Such matters, except those waived as provided for in Section 21.11 and Sections 15.7.3 and 15.7.4, shall, after initial decision by the Architect or 30 days after submission of the matter to the Architect, be subject to mediation as a condition precedent to binding dispute resolution.A Claim is a demand or assertion by the Contractor seeking, as a matter of right, payment of money, interpretation of the Contract terms, a change in the Contract Time, or other relief with respect to the terms of the Contract, the Work, or the Project. The responsibility to substantiate Claims shall rest with the Contractor. This Section 21.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. … § 21.2.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 18.2, shall be initiated by notice to the Architect within 21 days after Article 18, shall be initiated by written notice to the Owner and to the Architect. Claims by the Contractor under this Section 21.2.1 shall be initiated within twenty-one (21) calendar days after occurrence of the event giving rise to such Claim or within twenty-one (21) calendar days after the Contractor first knew or should have known of the condition giving rise to the Claim, whichever is earlier. Claims must be initiated by written notice titled "Notice of Claim" ("Notice") and sent to the Architect and Owner’s designated representative. The Notice shall clearly set out the specific matter of complaint, and the impact or damages which may occur or have occurred as a result thereof, to the extent that the impact or damages can be assessed at the time of the Notice. If the impact or damages cannot be assessed as of the date of the Notice then the Notice shall be amended at the earliest date that is reasonably possible. It is imperative that Owner receive timely specific Notice of any potential problem identified by Contractor in order that the problem can be mitigated or resolved promptly. Any claim or portion of a claim by Contractor that has not been made the specific subject of a Notice within ninety-one (91) days after the occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes claim or within ninety-one (91) days after the Contractor first knew or should have known of the condition giving rise to the Claim, whichever is later.is earlier, shall be waived. Pursuant to Texas Civil Practices and Remedies Code Section 16.071, Contractor agrees that this is a reasonable notice requirement. § 21.2.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 18.2, shall be initiated by notice to the other party.Article 18, shall be initiated by written notice to the Owner as provided herein. In such event, no decision by the Architect is required. … The Owner and Contractor shall commence all claims and causes of action against the other Contractor shall commence all litigation against the Owner and arising out of or related to the Contract Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of the final dispute resolution method selected in this Agreement whether in contract, tort, breach of warranty, or otherwise, binding dispute resolution method selected in the Agreement, if any, and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all claims and causes of action two years after the date of Final Completion of the Work. The Contractor waives all claims not commenced in accordance with this Section 21.3. PAGE 46 § 21.6 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement, any claim, subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 40 otherwise, shall be administered by the American Arbitration Association, in accordance with the Construction Industry Arbitration Rules in effect on the date of this Agreement. Demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.Deleted § 21.7 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).Deleted § 21.8 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, any party to an arbitration may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim not described in the written Consent.Deleted § 21.9 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof.Deleted … ARTICLE 22 OTHER PROVISIONS § 22.1 By the time of Substantial Completion, the Contractor shall have caused the Work and the Project to be in compliance with the Americans with Disabilities Act ("ADA") prohibiting discrimination against people with disabilities, and ensuring equal access to all public goods and services. This requirement includes all applicable ADA regulations including the design specifications known as Accessibility Guidelines for Building and Facilities and the Texas Accessibility Standards. Contractor shall cooperate with the Architect to permit for accessibility inspections and make all associated submissions applicable to the Project to the Texas Department of Licensing & Regulation and obtain all required certifications related to applicable accessibility standards. § 22.2 The Owner is an organization exempt from Texas taxes. Owner shall not be responsible for sales, consumer, use, and similar taxes on labor, materials, equipment, systems, and other items purchased for the project which Owner would ordinarily be exempt. § 22.3 All provisions in the Contract Documents that mandate arbitration are expressly deleted and rendered null and void. § 22.4 Subcontracts, purchase orders and rental agreements entered into by the Contractor shall contain provisions permitting assignment to the Owner upon default by Contractor under the Contract Documents. If the Owner accepts such assignment, the Owner shall be responsible for the payment of amounts which would have been reimbursable to Contractor under this Agreement and for which payment has not already been made to the Contractor. Contractor shall be responsible for the payment of any other amounts payable under the Contract. If the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would have constituted a Cost of the Work had this agreement not been terminated, the Contractor shall terminate such subcontract, purchase order or rental agreement. § 22.5 Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the term "including" is not limiting and the terms "hereof," "herein," "hereunder" and similar terms in the Contract Documents refer to the Contract Documents as a whole and not to any particular provision thereof, unless stated otherwise. Additionally, the parties hereto acknowledge that they have carefully reviewed this Agreement and have been advised by counsel of their choosing with respect thereto, and that they understand its contents and agree that this Agreement shall not be construed Additions and Deletions Report for AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 41 more strongly against any party hereto regardless of who is responsible for its preparation. § 22.6 In the event of any suit or action arising out of or in connection with any of the Contract Documents, the prevailing party in such proceedings shall be entitled to recover reasonable attorneys’ fees and related expenses and court costs. § 22.7 The Owner’s competitive procurement solicitation documents/packet and the response of the Contractor to same for the Project are incorporated herein by reference as if copied verbatim. The Contractor agrees to comply with all requirements incorporated or included in the competitive procurement solicitation documents/packet by the Owner. § 22.8 The Contractor shall record the progress of the Project. On a monthly basis, or as otherwise agreed to by the Owner, the Contractor shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The Contractor shall also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress and accomplished, Subcontractors working on the site, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. The log shall be available to the Owner and Architect at any time during work hours and shall be presented for discussion at the project progress meetings PAGE 47 Ryan Henderson City Manager Steve Benjamin Executive Vice President AIA Document D401 – 2003. Copyright © 1992 and 2003. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 09:35:37 ET on 09/10/2024 under Order No.4104248119 which expires on 01/09/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934709065) 1 Certification of Document’s Authenticity AIA® Document D401™ – 2003 I, Alma Zamora, AIA , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 09:35:37 ET on 09/10/2024 under Order No. 4104248119 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A104™ – 2017, Standard Abbreviated Form of Agreement Between Owner and Contractor, other than those additions and deletions shown in the associated Additions and Deletions Report. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) Item No. 6.i. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: AGENDA ITEM: Approve a Resolution Authorizing Participation in Additional Class Action Settlement Agreements Relating to Aqueous Form Filming Foams Litigation. (City Attorney Clark McCoy) SUMMARY: Anna has already opted into class action litigation and settlements involving PFAS ("Per- and polyfluoroalkyl substances" a.k.a. Forever Chemicals) with defendants Dupont and 3M. There are now two additional class action settlements in the works for PFAS-related matters with new defendant groups: BASF and Tyco. The lawsuits allege that these manufacturing companies polluted public water systems with PFAS. Cities have reached settlements with these companies and Anna has the opportunity to participate in these additional class action suits. Anna Public Works has been testing water flows and other elements to show that Anna is eligible to participate in these suits and we should be able to use that same data to demonstrate eligibility for the new settlements with BASF and Tyco. It is not yet known how much the award could be for Anna but we believe participation is worth it as there seems very little downside to opting in. We recommend that the City opt in and participate in these class actions. FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: 1. Res - PFAS Class Action Settlement Participation C03029D20240905DO1 RES. NO. ________________ - Page 1 of 2 RESOLUTION NO. _______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, AUTHORIZING PARTICIPATION IN ADDITIONAL CLASS ACTION SETTLEMENT AGREEMENTS RELATING TO AQUEOUS FORM FILMING FOAMS LITIGATION; AUTHORIZING THE CITY MANAGER TO EXECUTE THE FURTHER DOCUMENTS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Anna, Texas (“City Council”) has obtained information indicating that certain chemical manufacturers and their corporate affiliates, parents, subsidiaries, and such other defendants as may be added to the litigation (including without limitation Tyco Fire Products LP and BASF Corporation)(collectively referenced herein as “Defendants”), have engaged in unlawful conduct resulting in unacceptable levels of various chemicals and byproducts, commonly known as “PFAS”, being detected in both drinking water supplies and sources of drinking water throughout the United States; and WHEREAS, acts and omissions of Defendants in violation of law are believed to have resulted in various PFAS, some which are known as “forever chemicals” which do not degrade under any known natural process and have been proven to build up in living organisms, to be present in the source waters and drinking water in the City of Anna (“City”); and WHEREAS, in Fall 2023, the City received a Notice of Proposed Class Action Settlement and Court-Approval Hearing for the action known as In re: Aqueous Form-Filming Product Liability Litigation, MDL No. 2:18-mn-02873, in the United States District Court, District of South Carolina, Charleston Division (relating to City of Camden, et al., v. E.I. DuPont de Nemours and Company, et al., No. 2:23-cv- 03320-RMG)(collectively “PFAS Litigation”), as to which the City has already submitted claims to participate in the class action settlements of certain Defendants (including 3M and DuPont de Nemours, Inc.); and WHEREAS, after consultation with its legal counsel, the City Council finds that the likely benefits to the City’s residents from participation in the class of eligible water providers which are subject to the proposed settlement agreements by Defendants Tyco Fire Products LP and BASF, if approved by the court, would be greater than the likely benefits to the City’s residents if it were to opt out of the class action settlement participation in order to pursue independent lawsuits against some or all of the Defendants; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. Recitals Incorporated. The recitals above are found by the City Council to be true and correct, and are incorporated herein as if set forth in full. RES. NO. ________________ - Page 2 of 2 Section 2. The City Council for the City of Anna, Texas (“City Council”) hereby authorizes the Mayor, the City Manager, and other City staff as they may designate to take actions appropriate to participate in the class action settlements for the PFAS Litigation and pursue the maximum recovery for the City available thereunder, and to execute such further documents and instruments necessary for such participation and recovery. Section 3. This Resolution shall take effect and be in full force and effect from the date of its adoption and passage, and it is so resolved; and all ordinances and resolutions of the City in conflict herewith are hereby amended or repealed to the extent of such conflict, and all such ordinances and resolutions, and any contracts or agreements or parts authorized thereby, shall be of no further force or effect upon execution of the Contract to the extent of any such conflict. AND SO IT IS RESOLVED. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS on this ___ day of ______________, 2024. APPROVED: ________________________ Pete Cain, Mayor ATTEST: __________________________________ Carrie Land City Secretary Item No. 6.j. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: AGENDA ITEM: Approve a Resolution Consenting to the Creation of a Political Subdivision in the City's Extraterritorial Jurisdiction . (City Attorney Clark McCoy) SUMMARY: The item before Council is a Resolution Consenting to the Creation of a Political Subdivision in the City's ETJ. FINANCIAL IMPACT: BACKGROUND: The City received a petition for the creation of a Municipal Utility District currently known as "Seven Springs" located on the far western border of the City's ETJ. The vast majority of the MUD is located outside the City's ETJ. The developer has also petitioned for the small area inside the City to be removed from the City's ETJ. The MUD will be able to form regardless of whether the City consents but the Consent resolution provides certain parameters for the District's issuance of bonds and development in general. STRATEGIC CONNECTIONS: ATTACHMENTS: 1. Seven Springs Consent Resolution mc CITY OF ANNA, TEXAS RESOLUTION NO. RESOLUTION OF THE CITY OF ANNA, TEXAS CONSENTING TO THE CREATING OF POLITICAL SUBDIVISION IN THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF ANNA, TEXAS WHEREAS, GRBK Edgewood LLC, a Texas limited liability company (“Petitioner”) has submitted to the Mayor and City Council of the City of Anna (the “City”), a Petition for Consent to Creation of Political Subdivision in the Extraterritorial Jurisdiction of the City of Anna, Texas; and WHEREAS, said political subdivision (the “District”) is proposed to be created and organized under the terms and provisions of Article XVI, Section 59 and Article III, Section 52 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code, as amended, together with all amendments and additions thereto; and WHEREAS, the District is proposed to contain an area of approximately 405.654 acres of land, situated within Collin County, Texas, described by metes and bounds in Exhibit "A", which is attached hereto and made a part hereof for all purposes. The described property is partially located within the extraterritorial jurisdiction of the City of Anna, Texas; and WHEREAS, attached to this Resolution as Exhibit “B” and made a part hereof are certain terms and conditions to such annexation as authorized by Sections 54.016(e) and 54.165, Texas Water Code, as amended, and Section 7929A.0305 of the Act; and WHEREAS, the City Council desires to consent to the requested addition of land to the District; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: 1.That all of the matters and facts set out in the preambles hereof are true and correct and incorporated herein as if fully set forth herein. 2.That the City Council of the City of Anna, Texas hereby specifically gives its written consent, as provided by Chapter 54, Texas Water Code, and Section 7929A.0305 of the Act, to the addition of a certain area of land located within the proposed area of the District and within the extraterritorial jurisdiction of the City of Anna, Texas, subject to the terms and conditions attached hereto and incorporated herein as Exhibit “B”. 3.That this resolution take effect immediately from and after its passage and is accordingly so resolved. BE IT RESOLVED by the City Council of the City of Anna, Texas on the 24th day of September 2024. APPROVED: ATTEST: Pete Cain, Mayor Carrie L. Land, City Secretary EXHIBIT A LEGAL DESCRIPTION OF THE DISTRICT Exhibit B EXHIBIT B (a)To the extent authorized by law, the District will issue bonds only for the purpose of purchasing and constructing, or purchasing, or constructing under contract with the City of Anna, or otherwise acquiring waterworks systems, sanitary sewer systems, storm sewer systems, drainage facilities, recreational facilities, road facilities, law enforcement facilities, fire-fighting facilities, emergency medical services or medical transport services facilities, and animal control facilities, or parts of such systems or facilities, and to make any and all necessary purchases, construction, improvements, extensions, additions, and repairs thereto, and to purchase or acquire all necessary land, right-of-way, easements, sites, equipment, buildings, plants, structures, and facilities therefor, and to operate and maintain same, and to sell water, sanitary sewer, and other services within or without the boundaries of the District. Such bonds will expressly provide that the District reserves the right to redeem the bonds on any interest payment date subsequent to the tenth (10th) anniversary of the date of issuance without premium and will be sold only after the taking of public bids therefor, and none of such bonds, other than refunding bonds, will be sold for less than 95% of par; provided that the net effective interest rate on bonds so sold, taking into account any discount or premium as well as the interest rate borne by such bonds, will not exceed two percent (2%) above the highest average interest rate reported by the Daily Bond Buyer in its weekly “20 Bond Index” during the one month period next preceding the date notice of the sale of such bonds is given, and that bids for the bonds will be received not more than forty-five (45) days after notice of sale of the bonds is given. The resolution authorizing the issuance of the District’s bonds will contain a provision that any pledge of the revenues from the operation of the District’s water and sewer and/or drainage system to the payment of the District’s bonds will terminate when and if the City of Anna, Texas, annexes the District, takes over the assets of the District and assumes all of the obligations of the District. No additional land located within the extraterritorial jurisdiction of the City of Anna will be added or annexed to the District until the City of Anna has given its written consent by resolution or ordinance of the City Council to such addition or annexation. (b)(1) Before the commencement of any construction within the District, its directors, officers, or developers and landowners will submit to the Director of Public Works of the City of Anna, Texas or to his designated representative, all plans and specifications for the construction of water, sanitary sewer, drainage and road facilities, law enforcement facilities, fire-fighting facilities, emergency medical services or medical transport services facilities, and animal control facilities, and related improvements to serve the District and obtain the approval of such plans and specifications therefrom. All water wells, water meters, flushing valves, valves, pipes, hydrants, and appurtenances thereto, installed or used within the District, will conform exactly to the specifications of the City of Anna. All water service lines and sewer service lines, lift stations, sewage treatment facilities, and road facilities, and appurtenances thereto, installed or used within the District will comply with the City of Anna’s standard plans and specifications as amended from time to time. Prior to the construction of any water, sanitary sewer, drainage or road facilities, law enforcement facilities, fire-fighting facilities, emergency medical services or medical transport services facilities, and animal control facilities within or by the District, the District or its engineer will give written notice by registered or certified mail to the Director of Public Works, stating the date that such construction will be commenced. The construction of the District’s water, sanitary sewer, drainage and road facilities, law enforcement facilities, fire-fighting facilities, emergency medical services or medical transport services facilities, and animal control facilities will be in accordance with the approved plans and specifications, and with applicable standards and specifications of the City of Anna; and during the progress of the construction and installation of such facilities, the Director of Public Works of the City of Anna, or an employee thereof, may make periodic on-the-ground inspections. (2)Before the expenditure by the District of bond proceeds for the acquisition, construction or development of recreational facilities, the District shall obtain and maintain on file, from a registered landscape architect, registered professional engineer or a design professional allowed by law to engage in architecture, a certification that the recreational facilities, as constructed, conform to any applicable recreational facilities design standards and specifications of the City of Anna’s Parks and Recreation Exhibit B Department and shall submit a copy of the certification and the “as built” plans and specifications for such recreational facilities to the Director of the City of Anna Parks and Recreation Department. (3)Before the expenditure by the District of bond proceeds for the acquisition, construction or development of facilities for fire-fighting services, the District shall obtain and maintain on file, from a registered architect, registered professional engineer or a design professional allowed by law to engage in facility design and construction, a certification that the facilities for fire-fighting services, as constructed, conform to any applicable fire-fighting facilities design standards and specifications of the City of Anna’s Fire Department and shall submit a copy of the certification and the “as built” plans and specifications for such facilities for firefighting services to the Chief of the City of Anna Fire Department. (c)The District will agree to engage a sewage plant operator holding a valid certificate of competency issued under the direction of the Texas Commission on Environmental Quality, or such successor agency as the legislature may establish (“TCEQ”), as required by Section 26.0301, Texas Water Code, as may be amended from time to time. The District will agree to make periodic analyses of its discharge pursuant to the provisions of Order No. 69-1219-1 of the Texas Water Quality Board (predecessor agency to the TCEQ) and further to send copies of all such effluent data to the Department of Public Works, City of Anna, as well as to the TCEQ. The District will agree that representatives of the City of Anna may supervise the continued operations of the sewage treatment facility by making periodic inspections thereof. (d)The District, its board of directors, officers, developers, and/or landowners will not permit the construction, or commit to any development within, the District that will result in a wastewater flow to the serving treatment facility which exceeds that facility’s legally permitted average daily flow limitations or the District’s allocated capacity therein. (e)As required by Section 7929A.0104 of the Act, the District and the Petitioner agree to enter into a contract with the City for sewer treatment services and adequate supplemental police, fire, emergency, and animal control services for the District. Such contract shall be subject to review and approval by the Commissioners Court of Collin County in accordance with subsection 7929A.0104(c) of the Act but shall not be subject to voter approval as described in subsection 7929A.0104(b) of the Act. Said contract shall include a fire protection plan to meet the needs of the District and other portions of the service areas of the City and its extraterritorial jurisdiction. Said fire protection plan shall designate within the District a site suitable for fire protection, emergency medical services or medical transport services facilities, which site shall be donated to the City by the District regardless of whether a fire protection plan is finally approved. The City will agree to maintain any fire hydrants that are a part of the public water system serving the District and are conveyed to the City. The District agrees that there will be restrictive covenants (declarations of covenants, conditions, and restrictions applicable to land within the District, which will be enforced by a homeowners or property-owners association) and will require that any privately-owned fire hydrants, such as those located within commercial developments, including apartment complexes, that are located outside of a water and wastewater easement conveyed to the City will be owned, operated, and maintained by the owner of the property on which the hydrants are located. Said restrictive covenants will also require that commercial property owners perform maintenance of all privately-owned fire hydrants on their property in accordance with the City’s maintenance recommendations applicable to City-owned fire hydrants. The City agrees to include a note on the construction plans for any commercial property within the District that identifies any fire hydrants on that property that will be owned and must be maintained by the property owner. The City will have no responsibility for maintenance of privately-owned hydrants, but may require the reservation of appropriate easements on all properties on which privately-owned fire hydrants will be located in order to allow the applicable fire service provider to access the fire hydrants for fire-fighting purposes. The City and the Petitioner agree that it is in their mutual best interest and in the best interest of the public to provide adequate supplemental police, fire, emergency, and animal control services within the District as provided in this section. The District agrees, as part of its development process, to plan and construct facilities in close coordination with the City. As consideration for the City’s agreement to provide Exhibit B supplemental police, fire, emergency, and animal control services within the District, the Petitioner agrees to pay to the City, on behalf of the District, the following sums: (i) within 30 days hereof, the sum of $200,000; (ii) on the second anniversary of the date hereof, the sum of $150,000; and (iii) at the time of each District bond sale out of which the Petitioner receives reimbursement, a sum equal to 3% of the of the reimbursement to the Petitioner approved under applicable TCEQ rules and payable to the Petitioner pursuant a report of reimbursable costs prepared by a certified professional accountant on behalf of the District at the time of the closing of each District bond issue (the “Public Safety Fee”); provided, however, that if the TCEQ approves the reimbursement of the payments made by the Petitioner under this section out of District bonds, then the Public Safety Fee will be increased to 4%.] (f)Prior to the sale of any lot or parcel of land, the owner or the developer of the land included within the limits of the District will obtain the approval of the City Council of the City of Anna of a plat which will be duly recorded in the Real Property Records of Collin County, Texas, and otherwise comply with the rules and regulations of the Department of Planning & Development and the Department of Public Works of the City of Anna. Item No. 7.a. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Gregory Peters AGENDA ITEM: Consider/Discuss/Action on a Resolution directing the City Attorney and City Manager to prepare an amendment to the existing development agreement approved on December 13, 2022 via Resolution 2022-12-1335, per a request from NexMetro Communities for additional time on the project schedule. (Assistant City Manager Greg Peters) SUMMARY: On December 13, 2022, the City of Anna entered into a development agreement with Caalms Group, LLC pertaining to development and design regulations for multi-family and commercial development on the east side of US 75 and south of FM 455. (Resolution 2022-12-1335) NexMetro Communities is the developer of the multi-family component of the project. The development agreement has specific deadlines for progression of the multi-family component of the project as outlined in Section 4 and 5 of the agreement. The specific deadlines identified in Section 4 of the agreement are (paraphrased for presentation purposes): 1. Within 120 days after City Council approval of the zoning change, Owner will have submitted a preliminary plat and tree preservation plan to the City. 2. Within 180 days after the City has approved the preliminary plat, Owner shall have submitted a site plan, landscaping plan, lighting plan, and final plat. 3. A preconstruction meeting between the Owner and City staff shall occur within 90 days of final approval of the civil plans. 4. Site construction pursuant to final approved civil plans must commence within 120 days after the pre-construction meeting. 5. Owner must submit plans and specifications for the buildings no later than 180 days after civil plans are approved by the City. Owner must submit an application for a building permit within 60 days of City acceptance of civil construction and public improvements. 6. Recordation of the multi-family final plat must occur within 180 days of the commencement of site construction. 7. Vertical construction pursuant to the building plans must commence within 120 days after obtaining a building permit. NexMetro is requesting an amendment to the agreement in order to allow for additional time for items 3 through 7. The specific requirements and deadlines identified in Section 5 of the agreement are (paraphrased for presentation purposes): A. Owner shall design and construct Buddy Hayes Boulevard on the property from the end of the existing concrete roadway to the north to the southern boundary of the property. (Off-site and On-site Roadway Improvements - there are two options, depending upon timing of adjacent development to the north of the Subject Property) B. Owner shall commence construction of Buddy Hayes Boulevard on or before the 180th day after the City's approval of the civil construction plans. Owner shall complete construction on or before the 360th day after commencement of construction. C. Owner shall design, construct, and install a 12-inch water main. Owner shall commence construction of the water main on or before the 180th day after the City's approval of the civil construction plans. Owner shall complete construction of the 12-inch water main on or before the 360th day after commencement of construction. D. If Owner meets deadlines in Section 5B and 5C, the City will pay to Owner all Roadway Impact Fees and Water Impact Fees collected from the geographic area identified in the agreement. NexMetro is requesting an amendment to the agreement in order to allow for additional time for items B and C and to make changes to the terms of the impact fee reimbursement. Per the terms of the agreement, if the developer is found to be in default of the agreement, the City has specific remedies available, as defined in Section 6, including (paraphrased for presentation purposes): A. Withholding of utilities, permits, and other approvals. B. liquidated damages in the sum of $2,000 per day for each failure to materially comply with the development standards. C. City may withhold and retain and/or expend any remaining roadway impact fees for any lawful purpose. The City Manager and City Attorney is prepared to work with attorneys for NexMetro Communities on an amendment to the development agreement to include the changes requested by NexMetro Communities. If the City Council approves the attached Resolution, the City will begin the process of amending the agreement, which will be placed on a future City Council Agenda for discussion and consideration City staff does not have a recommendation of approval or disapproval of this item. The intended purpose of development agreement deadlines has been met for this project. Since the developer is not able to meet the deadlines identified in the original agreement, the developer is required to come to the City Council to formally request additional time. Staff recommends for the City Council to receive the developer's request, review the request as it pertains to the needs of the community, and ask the developer questions as necessary to consider approval. Staff has requested for the developer to be present and available to answer questions. FINANCIAL IMPACT: This item has no direct financial impact to the City. However, the agreement includes processes for impact fee reimbursement from development of the subject property and surrounding properties. BACKGROUND: Historically, the City of Anna has faced challenges with developers not moving projects forward. A previous City Council was concerned that properties would continue to receive entitlements for specific land uses, but that such entitlements would not result in completed projects. In 2019, the Council directed staff to include deadlines in all development agreements, in order to ensure that properties which receive zoning changes and entitlements continue to move forward. Projects which miss deadlines would be subject to a "Deadline Default" STRATEGIC CONNECTIONS: This item has no strategic connection. ATTACHMENTS: 1. Resolution - Authorization to Amend CAALMS Development Agreement with exhibit 2. Original Agreement - Res 2022-12-1335 NexMetro-SWBC Anna, Dev Agreement 3. Zoning Ordinance 1024-2022 Rezone 65.0+- Acres, E of US HWY 75, 1,200+- ft S of W Whiite St 4. NexMetro Site Plan 5. NexMetro Project Location Map CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS DIRECTING THE CITY ATTORNEY AND CITY MANAGER TO NEGOTIATE FOR A PROPOSED AMENDMENT TO THE DEVELOPMENT AGREEMENT APPROVED BY THE CITY COUNCIL IN RESOLUTION 2022-12-1335, AND PLACE THE PROPOSED AMENDMENT ON A FUTURE CITY COUNCIL AGENDA FOR DISCUSSION AND CONSIDERATION, WITH AN EFFECTIVE DATE. WHEREAS, the City of Anna, Texas entered into a development agreement with the CAALMS Group, LLC on December 13, 2022 in Resolution 2022-12-1335, which is attached hereto as “Exhibit “A,”; and WHEREAS, the Developer of the property has not met the required deadlines for meetings and construction of improvements as identified in the development agreement for the project; and WHEREAS, the Developer is requesting for the City to extend the deadlines identified in Section 4 and Section 5 of the original agreement, and make certain amendments pertaining to the timing, costs of construction, impact reimbursement zones, and impact fee reimbursements; and WHEREAS, the City Council desires that the City Attorney and City Manager negotiate to make proposed amendments to the development agreement to reasonably extend the deadlines in the development agreement, make certain amendments to the impact fee reimbursement timing, costs of construction, impact fee reimbursement zones, and other proposed amendments and place the proposed amendment on a future City Council meeting for approval; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Authorization of Amendments. The City Council of the City of Anna, Texas, directs the City Attorney and City Manager to negotiate for proposed amendments to the development agreement approved in Resolution 2022-12-1335 to reasonably extend deadlines identified in Section 4 and Section 5 of the agreement, make amendments including modifications to the terms of the impact fee reimbursement, and place the proposed amendment on a future City Council Agenda for discussion and consideration. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this day of September 2024. ATTEST: APPROVED: City Secretary, Carrie Land Mayor, Pete Cain Exhibit A (following Page) CITY OF ANNA, TEXAS RESOLUTION NO. 20' .2 — j; — 1336 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT AGREEMENT WITH CAALMS GROUP, LLC RELATING TO DEVELOPMENT AND DESIGN REGULATIONS FOR MULTIPLE -FAMILY RESIDENCE AND COMMERCIAL DEVELOPMENT LOCATED ON THE EAST SIDE OF U.S. HIGHWAY 75, 1,200± FEET SOUTH OF W. WHITE STREET. WHEREAS, Caalms Group, LLC is the Property Owners of real estate generally located on the east side of U.S. Highway 75, 1,200±feet south of W. White Street; and WHEREAS, Property Owners desire to rezone the subject property to allow multiple -family residential and commercial uses; and WHEREAS, Property Owners have agreed to development and design regulations should the City approve rezoning the property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval The City Council hereby approves the Development Agreement with Caalms Group, LLC., attached hereto as Exhibit A, and ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and take all other actions necessary to finalize, act under and enforce the Agreement. PASSED by the City Council of the City of Anna, Texas, on this 13th day of December 2022. ATTESTED: Carrie L. Land, City 1913 Mayor After Recording Return to: City of Anna 120 W 71h St, Anna, Tx 75409 DEVELOPMENT AGREEMENT --- This Development Agreement (this "Agreement") is entered effective as of 12A %3 a;-), ("Effective Date") between and among the City of Anna, Texas, a Texas home -rule municipality ("Ci,t ") and Caalms Group, LLC a Texas limited liability company ("Owner"). The City and Owner are sometimes referred to herein individually as a Party" and collectively as the "Parties". RECITALS WHEREAS, the Property, as described in Exhibit 1 and depicted on Exhibit 2 (the "Property") is subject to City Regulations, including without limitation the City's zoning regulations; and, WHEREAS, the current zoning classification of the Property is Planned Development (PD) (the Original Zoning Classification"); and, WHEREAS, the Owner has applied to amend the Planned Development zoning to allow for MF- 1 Multiple -Family Residential — Medium Density (MF-1), MF-2 Multiple -Family Residential — High Density (MF-2), and C-2 General Commercial District (C-2) with modified development standards as an additional land use. (the "Zoning Change"); and, WHEREAS, Owner has contracted to sell the MF-1 and MF-2 parcels (the VF Parcels") to NexMetro Acquisitions, LLC and/or its assigns and HighPark Capital, LLC and/or its assigns collectively "Purchaser"), respectively (the "Sale Transactions"); and WHEREAS, the City's Planning & Zoning Commission and City Council have given the requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law; and, WHEREAS, in the event that the Property is rezoned, the City and Owner desire to enter into a development agreement to (a) establish development and design regulations to ensure that future multiple -family residence development is appropriate for the area and fits in well with adjacent properties and (b) set forth the terms for the construction of the Onsite Roadway Improvements and Offsite Roadway Improvements (as hereinafter defined) and the Water Main Improvements as hereinafter defined) and the reimbursement of certain cost and expenses thereof; and, WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede City Regulations only to the extent that any such City Regulations directly conflict with the terms of this Agreement; and, 1 I Page NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION 1. RECITALS INCORPORATED. The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by Owner and the City. SECTION 2. DEVELOPMENT STANDARDS I BUILDING MATERIALS. A. Development and use of the Property, including, without limitation, the construction, installation, maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with City Regulations unless expressly stated to the contrary in this Agreement. City Regulations shall apply to the development and use of the Property unless expressly set forth to the contrary in this Agreement. It is expressly understood and the Parties agree that City Regulations applicable to the Property and its use and development are comprised of the City Code provisions, ordinances, design standards, uniform codes, zoning regulations affected by this Agreement and in each case in effect as of the Effective Date, and other policies duly adopted by the City as of the Effective Date, including without limitation any such regulations or requirements that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"), which are collectively incorporated herein as if set forth in full for all purposes; provided,_however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. For purposes of this Agreement, "City Regulations" mean the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including, without limitation, all development fees), design standards, and other policies duly adopted by the City, in each case in effect on the Effective Date; provided, however, that as it relates to public infrastructure for any given phase of any project to be constructed on the Property, the applicable construction standards (including, without limitation, uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. B. With respect to all structures/development within the PD Zoning District, Owner agrees to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards in effect as of the Effective Date, which are incorporated herein as if set forth in full for all purposes, and with the following standards (in the event of any conflict, the 2 1 P a g e following listed standards shall govern). Notwithstanding the foregoing, a Subsequent Owner upon a Closing (as hereinafter defined) must agree in writing to assume Owner's responsibilities set forth herein. For purposes of this Agreement the term "Subsequent Owner" means any person or entity that acquires all or any part of the Property from Owner or Owner's successor in title to the Property or any part thereof. A party shall constitute a Subsequent Owner hereunder only during such time as such party owns fee simple title to all or a portion of the Property. Sinale-Unit and Two -Unit Multiple -Family Residence Buildings A. Except as noted below, the exterior walls (excluding windows and doors) on the front elevation of any structure shall be 80 percent masonry. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 60 percent masonry. Each structure shall be deemed to have only one front elevation. B. Intentionally Omitted. C. A maximum of 10 percent of any exposed exterior wall may consist of exterior insulation and finish system (EIFS). D. Second floor Dutch gable roof elements are not required to be masonry. E. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. F. Roofs: i. Except for porch roofs and shed roofs, pitched roofs shall have a minimum slope of 6" x 12" (six inches vertical rise for every 12 inches horizontal run) and shall have an overhang at least 1' (one foot) beyond the building wall; however, the overhang shall not encroach into a setback more than one foot. Porch roofs and shed roofs must have a minimum pitch of 4" x 12". ii. Roofing materials of any structure may only consist of architectural asphalt shingles including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. G. Building articulation: At least four (4) facade articulation techniques are required on each unit to add architectural variety and interest to a building. The following features shall be 3 1 P a g e acceptable techniques of exterior articulation: i. A base course or plinth course; banding, moldings, or stringcourses; quoins; oriels; cornices; arches; brackets; keystones; dormers; louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the corners of the structure for at least two feet.). ii. Balconies. iii. Bay windows. iv. Masonry chimney(s). V. Double -entry door(s). vi. Covered Entry(ies) vii. The use of both stone and brick on the front elevations with a minimum of ten percent coverage of one of the elements. viii. Front porch of at least 50 square feet. ix. The installation of at least two (2) coach lights. x. Other techniques for building articulation can be substituted if administratively approved by the administrative official. A Notwithstanding anything herein to the apparent contrary, the elevations in Exhibit 4 attached hereto are approved by the City and any and all structures constructed in accordance with such elevations shall be deemed to satisfy all applicable requirements of this Section 2 as relates to the materials and other features of said elevations. H. Fenestration: i. Windowless exterior walls that face a travel way or other similar highly visible areas are prohibited. On two-story structures, windows are required on the first and second story facing a travel way. ii. Windows shall be in harmony with and proportionate to the rest of the structure. iii. The use of reflective glass on residential structures is prohibited. Reflective glass will be defined as having a visible light reflectance rating of 15% or greater. Multiple -Family Residence Buildings 41 Page A. Except as noted below, the exterior walls (excluding windows and doors) on the front elevation of any structure shall be 80 percent masonry. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 60 percent masonry. Each structure shall be deemed to have only one front elevation. B. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing or standing seam metal, slate and slate -type shingles, or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. C. Accessory buildings shall use similar building and roofing materials as those used on the primary buildings. D. Two or more distinct building models shall be designed for projects with more than four primary buildings. E. A covered entry area shall be designed at the main entry to each building. F. A minimum of 75% of all units must have one of the following design features: a true balcony, stoop, or patio to create outdoor living space. G. No building fagade may exceed a length of 75 feet without a break in the fagade of a minimum depth of two (2) feet for a minimum length of ten (10) feet. H. Four architectural design features are required on facades facing public streets, parking and common areas. Acceptable architectural design features may include but are not limited to: 1) Articulation of building fagade 2) Extensions to the building through bay or box windows, and other similar features projecting out from the fagade 3) A horizontal change in building materials between stories of a building 4) Variation in building materials between vertical intervals 5) Variations in window placement 6) Architectural features such as shutters, awnings, dormers, chimneys, decorative moldings or ornamental details 7) Roof height, pitch, ridgelines and materials shall be varied to create visual interest and avoid repetition. 51 Page Nonresidential Buildings (C-2 Zoning District) A. The exterior walls that are visible to U.S. Highway 75 (excluding doors, door frames, windows, and window frames) shall use only stone, brick, and/or split face concrete masonry units in the construction of the exterior facade. B. At least 75 percent of exterior fagades that are visible to the public (excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. C. At least 60 percent of exterior fagades not visible to the public (excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. D. A maximum of 10 percent of any exposed exterior wall may consist of EIFS. E. Where the function of an individual business, or the recognized identity of a brand dictates a specific style, image, or building material associated with that company, the masonry provision may be modified; however, the development shall maintain harmony in terms of overall project design and appearance, and such design shall be subject to approval by the City Council. SECTION 3. NOTICES AND PAYMENTS. Any and all notices required or permitted to be given by either of the Parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna 120 W. 7t" Street Anna, Texas 75409 To Property Owner: Caalms Group, LLC 2416 Lismore Lane Irving, TX 75063 Attn: Srikanth Routhu With a copy to: Dennis M. Holmgren Holmgren Johnson; Mitchell Madden, LLP 12801 North Central Expressway, Suite 140 Dallas, Texas 75243 In addition, copies of any and all notices required or permitted to be given hereunder shall be given to each Subsequent Owner at such Subsequent Owner's address for such Subsequent Owner designated in a written notice given by such Subsequent Owner pursuant to this Section 3 to the City and the other parties required or permitted to receive written notices hereunder. 61 Page SECTION 4. DEADLINES, MODIFICATIONS OR TERMINATION. A. This Agreement may only be modified and/or terminated as follows: (a) modified, amended or terminated by mutual written agreement of the City and Owner or, after a Closing (as hereinafter defined), each then -current owner of fee simple title to the Property; and/or (b) terminated unilaterally by City upon the breach of any material term or condition hereunder by Owner or any Subsequent Owner by providing written notice thereof to Owner or such Subsequent Owner, if applicable, after the expiration of all Notice and Cure Rights pursuant to Section 6 hereof, provided that the City may only terminate this Agreement as to the applicable Defaulting Owner and not as to any other party and not as to any portion of the Property owned by any such other party. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the Zoning Change on or before the 13th day of December 2022. The Parties acknowledge and agree that the rezoning of the Property is a legislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property. B. Solely with respect to the MF Parcels, Owner or any Subsequent Owner shall be obligated under this Agreement to timely meet the following deadlines as and only to the extent such deadlines apply to all or the portion of the Property then owned by Owner or such Subsequent Owner, in each case subject to extension for Force Majeure pursuant to Section 14 hereof and subject to the Notice and Cure Rights set forth in Section 6 hereof: 1. Within 120 days after City Council approval of the Zoning Change, Owner will have submitted a preliminary plat and tree preservation plan for the Property. 2. Within 180 days after the City has approved the preliminary plat, Owner shall have submitted a site plan, landscaping plan, lighting plan, final plat (showing easements, fire lanes and utilities for the multiple -family residence development), and civil plans. 3. A preconstruction meeting between Owner and City staff shall occur within 90 days of final approval of the civil plans. 4. Site construction pursuant to final approved civil plans must commence within 120 days after the preconstruction meeting. 5. Owner must submit plans and specifications for the buildings and other improvements not part of the civil plans (the "Building Plans") no later than 180 days after civil plans are approved by the City. After the last to occur of (a) approval 71 Page of the Building Plans by the City, (b) completion of all construction pursuant to civil plans, (c) acceptance of all civil construction and public improvements by the City, and (d) recordation of the multiple -family residence development final replat, Owner must submit an application for a building permit within 60 days thereafter including without limitation the payment of all fees due to the City as required to develop the Property). 6. Recordation in the Official Records of Collin County, Texas of the multiple -family residence development final plat must occur within 180 days of commencement of site construction. 7. Vertical construction pursuant to the Building Plans for approved structures must commence within 120 days after the later to occur of the recordation of the multi- family residence final plat and obtaining a building permit. 8. All deadlines set forth in Section 5 hereof. C. Not by way of limitation as to other material terms and conditions, the deadlines stated above are material terms and conditions of this Agreement and any failure to meet any of the deadlines above (each, a "Deadline Default'), subject to extension for Force Majeure pursuant to Section 14 hereof and subject to the Notice and Cure Rights set forth in Section 6 hereof, is a material default under this Agreement. SECTION 5. ROADWAY AND WATER MAIN CONSTRUCTION; IMPACT FEE REIMBURSEMENT. A. Roadway Improvements. The Parties agree that Owner at its sole cost shall design, construct and install that certain four -lane segment of Buddy Hayes Blvd on the Property from the end of the existing concrete roadway adjacent to the north boundary line of the Property to the southern boundary of the Property in the alignment shown on Exhibit 2 along with all necessary appurtenances and in compliance with City Regulations (the Onsite Roadway Improvements"). The Parties further agree that Owner at its sole cost shall design, construct and install that certain four -lane segment of Buddy Hayes Blvd from said northern boundary of the Property to the existing FM 455 (W. White Street) along with all necessary appurtenances and in compliance with City Regulations (the Offsite Roadway Improvements"). Said Onsite Roadway Improvements and Offsite Roadway Improvements are sometimes collectively referred to as "Roadway Improvements'. B. Roadway Improvements Deadlines. The design, construction, and installation of the Onsite Roadway Improvements and Offsite Roadway Improvements shall be in all 81 Page material respects in full accordance with City Regulations as set forth in this Agreement and the civil construction plans that must be approved by the City in advance of Commencement of Construction. Commencement of Construction of the Onsite Roadway Improvements and Offsite Roadway Improvements shall occur on or before the 180th day after the City's approval of the civil construction plans for the Onsite Roadway Improvements and Offsite Roadway Improvements and the issuance of the permit(s) required for construction of said improvements. Completion of Construction of the Onsite Roadway Improvements and Offsite Roadway Improvements must be completed on or before the 360th day after Commencement of Construction. Notwithstanding the foregoing or any other provision of this Agreement, if Commencement of Construction or Completion of Construction of the Offsite Roadway Improvements does not timely occur then the City may at its sole discretion —in addition to other any rights or remedies it may choose to exercise —withhold the issuance of or revoke any building permits required for vertical construction on any or all areas within the Property until Completion of Construction of the Offsite Roadway Improvements occurs. C. Water Main Improvements and Deadlines. The Parties agree that Owner shall at its sole cost shall design, construct and install that certain 12-inch water main on the Property from the end of the existing 12-inch water main adjacent to the north boundary line of the Property to the southern boundary of the Property in the alignment shown on Exhibit 4 along with all necessary appurtenances (the "Water Main Improvements"). The design, construction, and installation of the Water Main Improvements shall be in accordance with City Regulations as set forth in this Agreement and the civil construction plans that must be approved by the City in advance of Commencement of Construction. Commencement of Construction of the Water Main Improvements shall occur on or before the 180th day after the City's approval of the civil construction plans for the Water Main Improvements and the issuance of the permit(s) required for construction of the Water Main Improvements. Completion of Construction of the Water Main Improvements must be completed on or before the 360th day after Commencement of Construction. D. Impact Fee Reimbursement for Onsite Roadway Improvements and Water Main Improvements. If Owner meets the deadlines set forth in Section 5.13 for Onsite Roadway Improvements and Section S.C. for Water Main Improvements as relates to Commencement of Construction and Completion of Construction of said improvements, the City will pay to Owner all Roadway Impact Fees and Water Impact Fees it actually collects from any property within the geographic area defined below as the "Onsite Roadway and Water Main Impact Fee Reimbursement Area" up to an amount that is the lesser of the Owner's actual cost of design and construction of the Onsite Roadway Improvements and Water Main Improvements or the total amount actually collected from the Onsite Roadway and Water Main Impact Fee Reimbursement Area. Under no 9 1 P a g e circumstances shall the City be required to reimburse Owner for Onsite Roadway Improvements and Water Main Improvements from any funding source other than Roadway Impact Fees and Water Impact Fees actually collected from properties within the Onsite Roadway and Water Main Impact Fee Reimbursement Area. The City shall establish an Onsite Roadway and Water Main Impact Fee Account and shall use the funds in said accounts to make payments to the Owner under this paragraph and said payments shall be made every three (3) months beginning three (3) months after the first deposit into said account. E. Impact Fee Reimbursement for Offsite Roadway Improvements. If Owner meets the deadlines set forth in Section 5.13 for Offsite Roadway Improvements as relates to Commencement of Construction and Completion of Construction of said improvements, the City will pay to Owner all Roadway Impact Fees it actually collects from any property within the geographic area defined below as the "Offsite Roadway Impact Fee Reimbursement Area" up to an amount that is the lesser of the Owner's actual cost of design and construction of the Offsite Roadway Improvements or the total amount actually collected from the Offsite Roadway Impact Fee Reimbursement Area. Under no circumstances shall the City be required to reimburse Owner for Offsite Roadway Improvements from any funding source other than Roadway Impact Fees actually collected from properties within the Offsite Roadway Impact Fee Reimbursement Area. The City shall establish an Offsite Roadway Impact Fee Account and shall use the funds in said account to make payments to the Owner under this paragraph and said payments shall be made every three (3) months beginning three (3) months after the first deposit into said account. F. Definitions. For purposes of this Section 5, the following terms have the following meanings: 1. "Commencement of Construction" means that Owner has entered the right of way for the Roadway Improvements or easement for the Water Main Improvements with construction equipment and begun grading of the Roadway Improvements or trenching of the Water Main Improvements. 2. "Completion of Construction" means that the City has inspected and accepted the Onsite Roadway Improvements, Offsite Roadway Improvements, and/or Water Main Improvements, as applicable. 3. "Offsite Roadway Impact Fee Account" means an interest -bearing deposit account maintained by the City pursuant to Section 395.024, Texas Local Government Code, as amended into which the City shall deposit all Roadway Impact Fees actually collected from properties within the Offsite Roadway Impact 101Page Fee Reimbursement Area. 4. "Offsite Roadway Impact Fee Reimbursement Area" means the real property described and/or depicted in Exhibit 3B. 5. "Onsite Roadway and Water Main Impact Fee Account" means an interest - bearing deposit account maintained by the City pursuant to Section 395.024, Texas Local Government Code, as amended into which the City shall deposit all Roadway Impact Fees and Water Impact Fees actually collected from properties within the Onsite Roadway and Water Main Impact Fee Reimbursement Area. 6. "Onsite Roadway and Water Main Impact Fee Reimbursement Area" means the real property described and/or depicted in Exhibits 3A 7. "Roadway Impact Fee" with respect to Offsite Roadway Improvements, means the roadway impact fees assessed on property with new development in the Offsite Roadway Impact Fee Reimbursement Area (Exhibit 3B) that are collected to fund roadway capital improvements identified on the City's Capital Improvement Plan. 8. "Roadway Impact Fee" with respect to Onsite Roadway Improvements, means the roadway impact fees assessed on property with new development in the Onsite Roadway and Water Main Impact Fee Reimbursement Area (Exhibit 3A) that are collected to fund roadway capital improvements identified on the City's Capital Improvement Plan. 9. "Water Impact Fee" means the water impact fees assessed on property with new development in the Onsite Roadway and Water Main Impact Fee Reimbursement Area (Exhibit 3A) that are collected to fund water capital improvements identified on the City's Capital Improvement Plan. G. Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to Owner after the Effective Date, the name and delivery address of the payee for such payment shall be: NexMetro Acquisitions, LLC 2221 Lakeside Blvd Suite 1210 Richardson, TX 75082 Attn: Josh Eadie Owner may change the name of the payee and/or address set forth above by delivering written notice to the City designating a new payee and/or address or through an 111 Page assignment of Owner's rights hereunder. H. Contract Award. Owner's engineers shall prepare, or cause the preparation of, and provide all contract specifications and necessary related documents to the City before awarding a contract for construction of any part of the Roadway Improvements. I. Construction Standards and Inspection. The Roadway Improvements shall be constructed and inspected —and all fees applicable to the Roadway Improvements shall be paid by Owner —in accordance with applicable state law, City Regulations, the applicable Bond Ordinance and other development requirements imposed by any other governmental body or entity with jurisdiction over the Roadway Improvements, in each case in effect as of the Effective Date. J. Contract Letting. This Agreement and construction of the Roadway Improvements are anticipated to be exempt from competitive bidding pursuant to Texas Local Government Code Section 252.022(a)(11) based upon current cost estimates. However, in the event that the actual costs for the Roadway Improvements do not meet the parameters for exemption from the competitive bid requirement, then either competitive bids or alternative delivery methods may be utilized by the City as allowed by law. The Parties acknowledge that the construction contracts for the construction of Roadway Improvements have not been awarded as of the Effective Date and contract prices have not yet been determined. Before entering into any construction contract for the construction of all or any part of the Roadway Improvements, the Parties agree as follows: 1. Owner's engineers shall prepare, or cause the preparation of, and submit to the City all contract specifications and necessary related documents, including but not limited to the proposed construction contract showing the negotiated total contract price and scope of work. 2. Owner shall submit all such documents along with a written notice of intention to let a construction contract at least 20 days in advance of the date that Owner intends to execute such contract. 3. WITHIN 15 DAYS AFTER RECEIPT OF THE WRITTEN NOTICE AND ASSOCIATED DOCUMENTS, THE CITY MANAGER MAY: (1) APPROVE THE AMOUNT OF THE CONTRACT PRICE AND PROVIDE WRITTEN NOTICE TO OWNER THAT OWNER MAY EXECUTE THE CONSTRUCTION CONTRACT AND PROVIDE A COPY TO THE PID ADMINISTRATOR, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED; OR (II) REQUIRE THAT THE CONTRACT BE PROCURED THROUGH COMPETITIVE BIDDING OR COMPETITIVE SEALED PROPOSALS COMPETITIVE PROCUREMENT$') SOLELY TO THE EXTENT THAT THE ROADWAY IMPROVEMENTS FOR WHICH SUCH CONSTRUCTION CONTRACT IS TO BE LET DO NOT MEET THE PARAMETERS FOR EXEMPTION FROM THE COMPETITIVE BIDDING PURSUANT TO TEXAS LOCAL GOVERNMENT CODE SECTION 252.022. IF THE CITY FAILS TO 121 Page NOTIFY OWNER WITHIN SUCH 15-DAY PERIOD, THE CITY SHALL BE DEEMED TO HAVE APPROVED THE CONTRACT PRICE AND AUTHORIZED OWNER TO EXECUTE THE CONSTRUCTION CONTRACT; PROVIDED, HOWEVER, NO SUCH CONTRACT SHALL BE DEEMED TO BE APPROVED AND OWNER SHALL NOT BE DEEMED TO BE AUTHORIZED TO EXECUTE SUCH CONTRACT UNLESS OWNER SUBMITS THE WRITTEN NOTICE AND ASSOCIATED DOCUMENTS WITH A WRITTEN STATEMENT PROMINENTLY DISPLAYED ON THE FIRST PAGE OF THE NOTICE IN BOLD -FACE, UNDERLINE, CAPITALIZED TEXT IN AT LEAST 12-POINT SIZE FONT READING AS FOLLOWS: "WARNING: IF THE CITY FAILS TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) DAYS IN ACCORDANCE WITH SECTION 5.G.3 OF THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ANNA AND CAALMS GROUP, LLC, EFFECTIVE ON OR ABOUT , 2022, AS AMENDED, THE SUBMITTED PROPOSED CONTRACT(S) SHALL BE DEEMED TO BE APPROVED BY THE CITY AND OWNER SHALL BE DEEMED TO BE AUTHORIZED TO EXECUTE THE PROPOSED CONTRACT(S)." 4. Competitive Bids/Proposals. In order to require Competitive Procurement, the City must provide Owner with written notice of said requirement within 15 days of delivery to the City of the written notice required under Section 5.G.3., above. If the City Manager requires Competitive Procurement, then Owner must: (i) advertise for and award the contract in the same manner set forth for competitive sealed bids or competitive sealed proposals Local Government Code Chapter 252 as if the City were pursuing a public improvement contract subject to said Chapter 252 as approved by the City Manager; and (ii) supply the City with true and complete copies of all notices of bid/proposal requests and all bids/proposals subsequently received. 5. Ownership. All of the Roadway Improvements shall be owned by the City upon acceptance of them by the City. Owner agrees to take any action reasonably required by the City to transfer or otherwise dedicate or ensure the dedication of easements or property for the Roadway Improvements to the City and the public. 6. Operation and Maintenance. Upon inspection, approval, and acceptance of the Roadway Improvements, the City shall maintain and operate the accepted Roadway Improvements. 7. Intentionally Omitted. 8. Maintenance Bonds. Owner shall execute or cause to be executed a valid maintenance bond in accordance with applicable City Regulations that guarantees the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Roadway Improvements, arising from defective workmanship or materials used therein, for a full period of two years from the date of final acceptance of the Roadway Improvements. 131Page 9. Inspections, Acceptance of Public Infrastructure, and Owner's Remedy. The City shall inspect, as required by City Regulations, the construction of the Roadway Improvements. The City's inspections/acceptance shall not release Owner from its responsibility to construct or ensure the construction of the Roadway Improvements in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. Owner's sole remedy for nonperformance of this Agreement by the City shall be to seek specific performance and cost reimbursements pursuant to the terms of this Agreement. 10. Approval of Plats/Plans. Approval by the City, the City's engineer, or other City employee or representative, of any plans, designs, or specifications submitted by Owner pursuant to this Agreement or pursuant to applicable City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Owner, its engineers, employees, officers, or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Owner or Owner's engineers, or their respective officers, agents, servants or employees, it being the intent of the Parties that approval by the City's Director of Public Works or his/her designee signifies approval on only the general design concept of the improvements to be constructed. 11. Insurance. Owner or its contractor(s) shall acquire and maintain, during the period of time when any of the Roadway Improvements is under construction (and until the full and final completion of the Roadway Improvements and acceptance thereof by the City): (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than 1,000,000.00. Such insurance shall also cover any and all claims typically covered under a workers compensation insurance or general liability insurance policy which might arise out of the Roadway Improvements construction contracts, whether by Owner, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A 1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of the Roadway Improvements construction contracts, Owner shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. 141 Page 12.INDEMNIFICATION and HOLD HARMLESS. OWNER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR WILLFUL CONDUCT OF OWNER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF THE ROADWAY IMPROVEMENTS AGREEMENT (TOGETHER, "CLAIMS"); AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS PARAGRAPH. OWNER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL CONDUCT. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF OWNER AND THE CITY, OWNER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO OWNER'S OWN PERCENTAGE OF RESPONSIBILITY. OWNER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY OR PORTION THEREOF OWNED BY THE INDEMNIFYING PARTY WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON OWNER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. 13. Status of Parties. At no time shall the City have any control over or charge/supervision of Owner's design, construction, installation or other work related to any of the Roadway Improvements, nor the means, methods, techniques, sequences, or procedures utilized for said design, construction, installation or other work. This Agreement does not create a joint enterprise or venture or employment relationship between the City and Owner. 14. Eminent Domain. Owner agrees to use commercially reasonable efforts to obtain all third -party rights -of -way, consents, or easements, if any, required for the 151Page Roadway Improvements. If, however, Owner is unable to obtain such third -party rights -of -way, consents, or easements within ninety (90) days of commencing efforts to obtain the needed easements and right-of-way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. Owner shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") actually incurred by the City in the exercise of its eminent domain powers that for any reason and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiation of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Roadway Improvements can be constructed as soon as reasonably practicable. If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this paragraph, Owner shall deposit additional funds as requested by the City into the escrow account within ten (10) days after written notice from the City. Any unused escrow funds will be refunded to Owner within thirty (30) days after any condemnation award or settlement becomes final and non -appealable. Nothing in this section is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. SECTION 6. DEFAULT. If Owner, its heirs, successors or assigns or any Subsequent Owner of the Property or any part thereof fails to comply with any of the material terms and conditions included in this Agreement as any such term or condition applies to the portion of the Property then owned by Owner or such Subsequent Owner, as applicable (such defaulting Owner or Subsequent Owner, as applicable, referenced herein as "Defaulting Owner"), the City will have the following non-exclusive and cumulative remedies, each of which remedies may only be exercised by the City against the applicable Defaulting Owner and/or the portion of the Property owned by such Defaulting Owner and not against any other Owner, Subsequent Owner or other portion of the Property): A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy. B. The Defaulting Owner shall be liable to pay to the City the sum of $2,000 for each failure to materially comply with the development standards set forth of this Agreement. The Defaulting Owner shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable 161 Page liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the Parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. In the event of a breach that is not timely cured as set forth below, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide any subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur. C. The City may withhold and retain and/or expend any remaining Roadway Impact Fees allocable to the Defaulting Owner or the portion of the Property owned by such Defaulting Owner) for any lawful purpose. D. The non -defaulting Party will additionally have any and all remedies available to it at equity or in law. Notwithstanding the foregoing: (a) City may not exercise any rights or remedies against a Defaulting Owner or any portion of the Property owned by such Defaulting Owner for a breach of any term or condition of this Agreement unless there is a breach of any material term or condition of this Agreement by such Defaulting Owner applicable to portion of the Property owned by such Defaulting Party and such breach remains uncured after forty-five (45) calendar days following receipt of written notice from the City to such Defaulting Owner provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both the City and such Defaulting Party mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by such parties); and (b) any notice of a default or breach provided by the City hereunder to a Defaulting Owner must be concurrently provided to each other owner of the Property (if any), and each such other owner shall have the right (but not the obligation) to cure the default or breach of the Defaulting Owner within thirty days (30) after the failure of the Defaulting Party to cure such default or breach by the deadline set forth above, and the City shall not exercise any rights or remedies hereunder unless such default or breach remains uncured after the expiration of such thirty (30)-day period. The notice and cure rights set forth in this paragraph are collectively referred to herein as the "Notice and Cure Rights". SECTION 7. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. This Agreement will be binding upon and inure to the benefit of the Parties' respective 171Page successors, assigns and personal representatives. This Agreement runs with the land and is binding on all subsequent owners of the Property or any portions thereof. This section shall be construed liberally to ensure the Parties' intent that this Agreement shall be enforceable regardless of any change of ownership of or interest in the Property. Notwithstanding anything to the contrary in this Section 7 or elsewhere in this Agreement, if the Owner or a Subsequent Owner (the "Transferor") conveys, assigns, or transfers its entire interest in the Property or a part thereof (the "transferred Property") to a Subsequent Owner (the "Transferee") who assumes Transferor's obligations under this Agreement with respect to the transferred Property, the Transferor shall be automatically released from its obligations under this Agreement relating to the transferred Property subsequent to the date of transfer. Notwithstanding anything herein to the apparent contrary, by any Transferee's acceptance of a deed from any Transferor conveying title to such Transferee of any portion of the Property, as of the date of such deed such Transferee shall be deemed hereunder to have acknowledged and agreed in writing to assume such Transferor's obligations, liabilities and indemnifications hereunder (subject to the provisions of this Agreement) with respect to such portion of the Property without any further action by such Transferee. SECTION 8. RECORDATION. This document, including all Exhibits, may be recorded in the Official Records of Collin County, Texas. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the Parties regarding the subject matter hereto. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Owner represents and warrants to the City that the Owner owns the Property and that this Agreement is binding and enforceable on the Property. Owner may sell the Property or a part thereof to a person or entity (the "Closing") prior to commencement of site construction on the property sold, and in such event the Subsequent Owner shall be required to acknowledge and assume all obligations, liabilities and indemnifications under this Agreement. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised 181 Page there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. ESTOPPEL. On or before 30 days after receipt of a written request from an owner of the Property that desires to transfer its interest in the Property or borrow money secured by a mortgage or deed of trust against the Property or a prospective transferee of an owner's interest or an existing or prospective mortgagee, the City will execute and deliver an estoppel certificate stating that, to the best of the City's knowledge: (i) the transferring or borrowing owner is not in default under this Agreement; and (ii) this Agreement is in full force and effect and whether there are any amendments thereto. Any failure by the City to execute and deliver an estoppel certificate within 30 days after receipt of a written request from an owner of the Property shall be deemed to be a certification by the City that: (i) the transferring or borrowing owner is not in default under this Agreement; and (ii) this Agreement is in full force and effect and that there are no amendments thereto except as disclosed by such owner. SECTION 14. FORCE MAJEURE. Whenever a period of time is prescribed in this Agreement for a Party (the "Acting Party") to take an action (other than a payment obligation), the Acting Party will not be liable or responsible for, and there will be excluded from the computation of any such time period, the period of time (the Force Majeure Period") of delays caused by strikes, riots, acts of God, pandemic, enemy action, shortages of labor or materials, war, acts of terrorism, flood, fire, explosion, unavoidable casualty, or any other causes that are beyond the reasonable control of the Acting Party or any of its employees, agents, or contractors, but not any economic hardship, changes in market conditions, and insufficiency of funds ("Force Majeure"). However, a date will only be extended by a Force Majeure Period if the Acting Party gives notice to the other Party of the occurrence or commencement of the event that constitutes Force Majeure within 30 days after the Acting Party knows of the existence or commencement of such event, and claims (in such notice) that such event constitutes Force Majeure. A Party that has claimed the right to temporarily suspend its performance under this section shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party's performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. SECTION 16. EFFECTIVE DATE; CONDITION PRECEDENT. This Agreement will be effective upon the Effective Date first stated herein. The closing of the Sale Transactions shall be a condition precedent to the effectiveness of this Agreement and this Agreement shall be effective upon the closing of the Sale Transactions. 191Page signature page follows] 201 Page CITY OF ANNA M Proce, City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the q day of,]ar1 known to me (or proved to me) to be the person whose name is instrument, and acknowledged to me that he executed the same in of the City of Anna, Texas. 202/ appeared Jim Proce, subscribed to the foregoing his capacity as City Manager ti,Ar roe., JEOVANNA RUBIO 4nNotary Public, State of TexasQ;; TPIIB I , S as eToxd3 ?" : .- Comm. Expires ID-03.2026 Notary ID 133995676 Caalms Group, LLC, a Texas limited liability company] By: dZA • f l Srikanth Routhu, Managing Member Colllh IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF 6&EtAS Before me, the undersigned notary public, on theMari day ofty byr2022, appeared [Srikanth Routhu, Managing Member of Caalms Group, LLC, a Texas limited liability company], known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity as provided herein. State p'trY•"I1lp=_ ALYSEN COLES My Nobry 0 # 124180528 E1PYw Fdnary 15, 2027 of Texas F' `1 ZI EXHIBIT 1 PROPERTY DESCRIPTION Follows This Cover Page] LEGAL DESCRIPTION - OVERALL BEING a parcel of land situated in the City of Anna, Collin County, Texas, out of the Thomas Rattan Survey, Abstract No. 782, being all of that called 64.847 acre parcel of land described by Special Warranty Deed with Vendor's Lien to Caalms Group, LLC, as recorded by County Clerk's File No. 20180904001111350, as affected by that Statutory Correction Affidavit recorded by County Clerk's File No. 20180906001124710, both of the Official Public Records, Collin County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod found for the southwest corner of said 64.847 acre parcel and the northwest corner of the remainder of that called 67.53 acre parcel of land (called "The Coffman Place") described by Special Warranty Deed to MJLA Adams, Ltd., as recorded by County Clerk's File No. 20110505000462590, Official Public Records, Collin County, Texas, the same lying in the east right-of- way line of United States Highway No. 75 (US-75; a variable width public right-of-way); THENCE along said east right-of-way line as follows: North 07 degrees 37 minutes 29 seconds East, a distance of 175.48 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears South 48 degrees 36 minutes 52 seconds West, a distance of 0.25 feet; North 00 degrees 29 minutes 59 seconds East, a distance of 201.56 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears South 55 degrees 10 minutes 10 seconds West, a distance of 0.30 feet; North 07 degrees 37 minutes 29 seconds East, a distance of 600.00 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears North 80 degrees 21 minutes 21 seconds West, a distance of 0.52 feet; North 05 degrees 54 minutes 23 seconds East, a distance of 100.05 feet to a 5/8 inch iron rod with red plastic cap stamped "SCI" set; North 07 degrees 37 minutes 29 seconds East, a distance of 534.76 feet to a point for the northwest corner of said 64.847 acre parcel and the southwest corner of that called 0.10 acre parcel of land described by General Warranty Deed to Anna 31 Retail, LP, as recorded by County Clerk's File No. 20151123001472990, Official Public Records, Collin County, Texas, same being the southwest corner of Lot 3, Block A, Anna Retail Addition, an addition to the City of Anna, Collin County, Texas, according to the Final Replat thereof recorded by Volume 2022, Page 158, Map Records, Collin County, Texas; THENCE, departing said east right-of-way line and along the common line of said 64.847 acre parcel and said Anna Retail Addition (replat), North 88 degrees 57 minutes 44 seconds East, at a distance of 91.60 feet pass a point from which a 5/8 inch iron rod with yellow plastic cap stamped "DC&A" found for the southeast corner of said 0.10 acre parcel bears South 01 degrees 02 minutes 16 seconds East, a distance of 0.60 feet, and continuing for a total distance of 1635.70 feet to a 5/8 inch iron rod at broken fence corner post found for the common corner of said 64.847 acre parcel and said replat, said point also being an angle break in the west line of that called 50.769 acre parcel of land described by Warranty Deed with Vendor's Lien to Anna 51 Joint Venture, as recorded by County Clerk's File No. 20150120000064460, Official Public Records, Collin County, Texas; THENCE, along the common line of said 64.847 acre parcel and said 50.769 acre parcel, South 01 degrees 56 minutes 16 seconds East, at a distance of 1395.16 feet pass a 5/8 inch iron rod with orange plastic cap stamped "REFERENCE COR" set, and continuing for a total distance of 1495.16 feet to a point in the approximate center of Throckmorton Creek; THENCE along the approximate center of said creek as follows: South 28 degrees 16 minutes 39 seconds West, a distance of 61.64 feet to a point for corner in the approximate center of said creek; South 25 degrees 56 minutes 04 seconds East, a distance of 58.94 feet to a point for corner in the approximate center of said creek; THENCE, departing said creek and along the south line of said 64.847 acre parcel, South 88 degrees 49 minutes 21 seconds West, at a distance of 150.00 feet pass a 5/8 inch iron rod with orange plastic cap stamped "REFERENCE COR" set, and continuing for a total distance of 935.92 feet to a point for corner from which a 5/8 inch iron rod found bears South 81 degrees 21 minutes 00 seconds West, a distance of 0.68 feet; THENCE, continuing along said south line, South 89 degrees 18 minutes 21 seconds West, at a distance of 394.95 feet pass the calculated point of intersection of the said south line and the north line of said The Coffman Tract", and continuing for a total distance of 760.79 feet to a point for corner from which a 1/2 inch iron rod found bears South 70 degrees 24 minutes 37 seconds West, a distance of 0.71 feet; THENCE, continuing along the common line of said 64.847 acre parcel and said "The Coffman Tract", North 89 degrees 46 minutes 11 seconds West, a distance of 172.01 feet to the POINT OF BEGINNING, containing 2,824,691 square feet or 64.846 acres of land, more or less EXHIBIT 2 CONCEPT PLAN Follows This Cover Page] LIfFNO 40 i Imil i'.i ! 1. ,r'ja= PD CONCEPT PLAN a ie3i S NEXMETRO/SWSC ANNA t t t t f: m.. ns- 84.85 ACRES pVACANTMANON. i I_.m cmor.xv.. N' ,,ter EXHIBIT 3A DESCRIPTION OF ONSITE ROADWAY AND WATER MAIN IMPACT FEE REIMBURSEMENT AREA Follow This Cover Page] EXHIBIT 3A Impact Fee Reimbursement Area Roadway and Water Impact Fees collected by the City of Anna from Tract 6 (called 64.847 acres) and Tract 14 (called 65.596 acres) out of the Thomas Ratton Survey, Abstract 782, Collin County, Texas, shall be utilized by the City to reimburse the Developer up to the lesser of the total impact fees collected from the Onsite Roadway and Water Main Impact Fee Reimbursement Area, or the approved construction cost of the Onsite Roadway Improvements and Water Main Improvements. 4 AD LY; ii I MR; r Ir Yf•1 I 1 11I PYMrrOYMMY,` 0101 1 U i Iq mn 1 i f rt 1 f I rr l A0197 I Y y,X• YY'' T_ I s 1 M; Mi IM 14 J„ I 1 4`rq tow rare 0 aYA/-FMYM>•+m>• 1 r Cis ,. 4. ,. 1* I-- w•rull ''{{ iQR_ I•1, f / MYr YY,lrl- lJ lVrC i y I MP I I p AD26D I( 1 lair I ip"uai r 1 p no r••v r v" AO868 wnq• 1 . ,., I 8-- 1- \YK IrOD-S•.R I 104D r"• 1 to•w f I ._. 1 SSS'' ib Y'a rom L Lt__+auYvrl Ki• cna', 1 w-'It un 1 m a„ 79 S.e e i•uu Z. EXHIBIT 313 DESCRIPTION OF ALTERNATE ONSITE ROADWAY AND WATER MAIN IMPACT FEE REIMBURSEMENT AREA Follow This Cover Page] EXHIBIT 3B Alternate Impact Fee Reimbursement Area M Notes: ALTERNATE REIIVIBUR5EME 1. Alternate Impact Fee Reimbursement Area shall only be implemented if Commencement of Construction of the Roadway Improvements does not occur prior to the start of development of the NexMetro/SWBC Anna project by Owner Caalms Group LLC) on the called 64.847 tract. 2. Alternate Reimbursement Area includes the 64.847 Acre Subject Tract, plus the properties known as Anna Retails Addition, Block A, Lots 3R& 8, and Block B, Lot 1. EXHIBIT 4 APPROVED ELEVATIONS Follow This Cover Page] 17A,,,LIMP-I F IIIAIA.III Collin County Honorable Stacey Kemp Collin County Clerk Instrument Number: 2023000003189 Recorded On: January 11, 2023 02:53 PM Total Recording: $150.00 Real Property AGREEMENT Number of Pages: 33 Examined and Charged as Follows: " THIS PAGE IS PART OF THE INSTRUMENT' "' Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: Receipt Number: 2023000003189 20230111000414 Recorded Date/Time: January 11, 2023 02:53 PM User: Kacy M Station: Station 8 Record and Return To: CITY OF ANNA 120 W 7TH ST ANNA TX 75409 STATE OF TEXAS Collin County I hereby certify that this Instrument was filed in the File Number sequence on the date/time printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas Honorable Stacey Kemp Collin County Clerk Collin County, TX CITY OF ANNA, TEXAS RESOLUTION NO. 20' .2 — j; — 1336 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT AGREEMENT WITH CAALMS GROUP, LLC RELATING TO DEVELOPMENT AND DESIGN REGULATIONS FOR MULTIPLE -FAMILY RESIDENCE AND COMMERCIAL DEVELOPMENT LOCATED ON THE EAST SIDE OF U.S. HIGHWAY 75, 1,200± FEET SOUTH OF W. WHITE STREET. WHEREAS, Caalms Group, LLC is the Property Owners of real estate generally located on the east side of U.S. Highway 75, 1,200±feet south of W. White Street; and WHEREAS, Property Owners desire to rezone the subject property to allow multiple -family residential and commercial uses; and WHEREAS, Property Owners have agreed to development and design regulations should the City approve rezoning the property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval The City Council hereby approves the Development Agreement with Caalms Group, LLC., attached hereto as Exhibit A, and ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and take all other actions necessary to finalize, act under and enforce the Agreement. PASSED by the City Council of the City of Anna, Texas, on this 13th day of December 2022. ATTESTED: Carrie L. Land, City 1913 Mayor After Recording Return to: City of Anna 120 W 71h St, Anna, Tx 75409 DEVELOPMENT AGREEMENT --- This Development Agreement (this "Agreement") is entered effective as of 12A %3 a;-), ("Effective Date") between and among the City of Anna, Texas, a Texas home -rule municipality ("Ci,t ") and Caalms Group, LLC a Texas limited liability company ("Owner"). The City and Owner are sometimes referred to herein individually as a Party" and collectively as the "Parties". RECITALS WHEREAS, the Property, as described in Exhibit 1 and depicted on Exhibit 2 (the "Property") is subject to City Regulations, including without limitation the City's zoning regulations; and, WHEREAS, the current zoning classification of the Property is Planned Development (PD) (the Original Zoning Classification"); and, WHEREAS, the Owner has applied to amend the Planned Development zoning to allow for MF- 1 Multiple -Family Residential — Medium Density (MF-1), MF-2 Multiple -Family Residential — High Density (MF-2), and C-2 General Commercial District (C-2) with modified development standards as an additional land use. (the "Zoning Change"); and, WHEREAS, Owner has contracted to sell the MF-1 and MF-2 parcels (the VF Parcels") to NexMetro Acquisitions, LLC and/or its assigns and HighPark Capital, LLC and/or its assigns collectively "Purchaser"), respectively (the "Sale Transactions"); and WHEREAS, the City's Planning & Zoning Commission and City Council have given the requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law; and, WHEREAS, in the event that the Property is rezoned, the City and Owner desire to enter into a development agreement to (a) establish development and design regulations to ensure that future multiple -family residence development is appropriate for the area and fits in well with adjacent properties and (b) set forth the terms for the construction of the Onsite Roadway Improvements and Offsite Roadway Improvements (as hereinafter defined) and the Water Main Improvements as hereinafter defined) and the reimbursement of certain cost and expenses thereof; and, WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede City Regulations only to the extent that any such City Regulations directly conflict with the terms of this Agreement; and, 1 I Page NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION 1. RECITALS INCORPORATED. The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by Owner and the City. SECTION 2. DEVELOPMENT STANDARDS I BUILDING MATERIALS. A. Development and use of the Property, including, without limitation, the construction, installation, maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with City Regulations unless expressly stated to the contrary in this Agreement. City Regulations shall apply to the development and use of the Property unless expressly set forth to the contrary in this Agreement. It is expressly understood and the Parties agree that City Regulations applicable to the Property and its use and development are comprised of the City Code provisions, ordinances, design standards, uniform codes, zoning regulations affected by this Agreement and in each case in effect as of the Effective Date, and other policies duly adopted by the City as of the Effective Date, including without limitation any such regulations or requirements that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"), which are collectively incorporated herein as if set forth in full for all purposes; provided,_however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. For purposes of this Agreement, "City Regulations" mean the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including, without limitation, all development fees), design standards, and other policies duly adopted by the City, in each case in effect on the Effective Date; provided, however, that as it relates to public infrastructure for any given phase of any project to be constructed on the Property, the applicable construction standards (including, without limitation, uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. B. With respect to all structures/development within the PD Zoning District, Owner agrees to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards in effect as of the Effective Date, which are incorporated herein as if set forth in full for all purposes, and with the following standards (in the event of any conflict, the 2 1 P a g e following listed standards shall govern). Notwithstanding the foregoing, a Subsequent Owner upon a Closing (as hereinafter defined) must agree in writing to assume Owner's responsibilities set forth herein. For purposes of this Agreement the term "Subsequent Owner" means any person or entity that acquires all or any part of the Property from Owner or Owner's successor in title to the Property or any part thereof. A party shall constitute a Subsequent Owner hereunder only during such time as such party owns fee simple title to all or a portion of the Property. Sinale-Unit and Two -Unit Multiple -Family Residence Buildings A. Except as noted below, the exterior walls (excluding windows and doors) on the front elevation of any structure shall be 80 percent masonry. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 60 percent masonry. Each structure shall be deemed to have only one front elevation. B. Intentionally Omitted. C. A maximum of 10 percent of any exposed exterior wall may consist of exterior insulation and finish system (EIFS). D. Second floor Dutch gable roof elements are not required to be masonry. E. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. F. Roofs: i. Except for porch roofs and shed roofs, pitched roofs shall have a minimum slope of 6" x 12" (six inches vertical rise for every 12 inches horizontal run) and shall have an overhang at least 1' (one foot) beyond the building wall; however, the overhang shall not encroach into a setback more than one foot. Porch roofs and shed roofs must have a minimum pitch of 4" x 12". ii. Roofing materials of any structure may only consist of architectural asphalt shingles including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. G. Building articulation: At least four (4) facade articulation techniques are required on each unit to add architectural variety and interest to a building. The following features shall be 3 1 P a g e acceptable techniques of exterior articulation: i. A base course or plinth course; banding, moldings, or stringcourses; quoins; oriels; cornices; arches; brackets; keystones; dormers; louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the corners of the structure for at least two feet.). ii. Balconies. iii. Bay windows. iv. Masonry chimney(s). V. Double -entry door(s). vi. Covered Entry(ies) vii. The use of both stone and brick on the front elevations with a minimum of ten percent coverage of one of the elements. viii. Front porch of at least 50 square feet. ix. The installation of at least two (2) coach lights. x. Other techniques for building articulation can be substituted if administratively approved by the administrative official. A Notwithstanding anything herein to the apparent contrary, the elevations in Exhibit 4 attached hereto are approved by the City and any and all structures constructed in accordance with such elevations shall be deemed to satisfy all applicable requirements of this Section 2 as relates to the materials and other features of said elevations. H. Fenestration: i. Windowless exterior walls that face a travel way or other similar highly visible areas are prohibited. On two-story structures, windows are required on the first and second story facing a travel way. ii. Windows shall be in harmony with and proportionate to the rest of the structure. iii. The use of reflective glass on residential structures is prohibited. Reflective glass will be defined as having a visible light reflectance rating of 15% or greater. Multiple -Family Residence Buildings 41 Page A. Except as noted below, the exterior walls (excluding windows and doors) on the front elevation of any structure shall be 80 percent masonry. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 60 percent masonry. Each structure shall be deemed to have only one front elevation. B. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing or standing seam metal, slate and slate -type shingles, or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. C. Accessory buildings shall use similar building and roofing materials as those used on the primary buildings. D. Two or more distinct building models shall be designed for projects with more than four primary buildings. E. A covered entry area shall be designed at the main entry to each building. F. A minimum of 75% of all units must have one of the following design features: a true balcony, stoop, or patio to create outdoor living space. G. No building fagade may exceed a length of 75 feet without a break in the fagade of a minimum depth of two (2) feet for a minimum length of ten (10) feet. H. Four architectural design features are required on facades facing public streets, parking and common areas. Acceptable architectural design features may include but are not limited to: 1) Articulation of building fagade 2) Extensions to the building through bay or box windows, and other similar features projecting out from the fagade 3) A horizontal change in building materials between stories of a building 4) Variation in building materials between vertical intervals 5) Variations in window placement 6) Architectural features such as shutters, awnings, dormers, chimneys, decorative moldings or ornamental details 7) Roof height, pitch, ridgelines and materials shall be varied to create visual interest and avoid repetition. 51 Page Nonresidential Buildings (C-2 Zoning District) A. The exterior walls that are visible to U.S. Highway 75 (excluding doors, door frames, windows, and window frames) shall use only stone, brick, and/or split face concrete masonry units in the construction of the exterior facade. B. At least 75 percent of exterior fagades that are visible to the public (excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. C. At least 60 percent of exterior fagades not visible to the public (excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. D. A maximum of 10 percent of any exposed exterior wall may consist of EIFS. E. Where the function of an individual business, or the recognized identity of a brand dictates a specific style, image, or building material associated with that company, the masonry provision may be modified; however, the development shall maintain harmony in terms of overall project design and appearance, and such design shall be subject to approval by the City Council. SECTION 3. NOTICES AND PAYMENTS. Any and all notices required or permitted to be given by either of the Parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna 120 W. 7t" Street Anna, Texas 75409 To Property Owner: Caalms Group, LLC 2416 Lismore Lane Irving, TX 75063 Attn: Srikanth Routhu With a copy to: Dennis M. Holmgren Holmgren Johnson; Mitchell Madden, LLP 12801 North Central Expressway, Suite 140 Dallas, Texas 75243 In addition, copies of any and all notices required or permitted to be given hereunder shall be given to each Subsequent Owner at such Subsequent Owner's address for such Subsequent Owner designated in a written notice given by such Subsequent Owner pursuant to this Section 3 to the City and the other parties required or permitted to receive written notices hereunder. 61 Page SECTION 4. DEADLINES, MODIFICATIONS OR TERMINATION. A. This Agreement may only be modified and/or terminated as follows: (a) modified, amended or terminated by mutual written agreement of the City and Owner or, after a Closing (as hereinafter defined), each then -current owner of fee simple title to the Property; and/or (b) terminated unilaterally by City upon the breach of any material term or condition hereunder by Owner or any Subsequent Owner by providing written notice thereof to Owner or such Subsequent Owner, if applicable, after the expiration of all Notice and Cure Rights pursuant to Section 6 hereof, provided that the City may only terminate this Agreement as to the applicable Defaulting Owner and not as to any other party and not as to any portion of the Property owned by any such other party. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the Zoning Change on or before the 13th day of December 2022. The Parties acknowledge and agree that the rezoning of the Property is a legislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property. B. Solely with respect to the MF Parcels, Owner or any Subsequent Owner shall be obligated under this Agreement to timely meet the following deadlines as and only to the extent such deadlines apply to all or the portion of the Property then owned by Owner or such Subsequent Owner, in each case subject to extension for Force Majeure pursuant to Section 14 hereof and subject to the Notice and Cure Rights set forth in Section 6 hereof: 1. Within 120 days after City Council approval of the Zoning Change, Owner will have submitted a preliminary plat and tree preservation plan for the Property. 2. Within 180 days after the City has approved the preliminary plat, Owner shall have submitted a site plan, landscaping plan, lighting plan, final plat (showing easements, fire lanes and utilities for the multiple -family residence development), and civil plans. 3. A preconstruction meeting between Owner and City staff shall occur within 90 days of final approval of the civil plans. 4. Site construction pursuant to final approved civil plans must commence within 120 days after the preconstruction meeting. 5. Owner must submit plans and specifications for the buildings and other improvements not part of the civil plans (the "Building Plans") no later than 180 days after civil plans are approved by the City. After the last to occur of (a) approval 71 Page of the Building Plans by the City, (b) completion of all construction pursuant to civil plans, (c) acceptance of all civil construction and public improvements by the City, and (d) recordation of the multiple -family residence development final replat, Owner must submit an application for a building permit within 60 days thereafter including without limitation the payment of all fees due to the City as required to develop the Property). 6. Recordation in the Official Records of Collin County, Texas of the multiple -family residence development final plat must occur within 180 days of commencement of site construction. 7. Vertical construction pursuant to the Building Plans for approved structures must commence within 120 days after the later to occur of the recordation of the multi- family residence final plat and obtaining a building permit. 8. All deadlines set forth in Section 5 hereof. C. Not by way of limitation as to other material terms and conditions, the deadlines stated above are material terms and conditions of this Agreement and any failure to meet any of the deadlines above (each, a "Deadline Default'), subject to extension for Force Majeure pursuant to Section 14 hereof and subject to the Notice and Cure Rights set forth in Section 6 hereof, is a material default under this Agreement. SECTION 5. ROADWAY AND WATER MAIN CONSTRUCTION; IMPACT FEE REIMBURSEMENT. A. Roadway Improvements. The Parties agree that Owner at its sole cost shall design, construct and install that certain four -lane segment of Buddy Hayes Blvd on the Property from the end of the existing concrete roadway adjacent to the north boundary line of the Property to the southern boundary of the Property in the alignment shown on Exhibit 2 along with all necessary appurtenances and in compliance with City Regulations (the Onsite Roadway Improvements"). The Parties further agree that Owner at its sole cost shall design, construct and install that certain four -lane segment of Buddy Hayes Blvd from said northern boundary of the Property to the existing FM 455 (W. White Street) along with all necessary appurtenances and in compliance with City Regulations (the Offsite Roadway Improvements"). Said Onsite Roadway Improvements and Offsite Roadway Improvements are sometimes collectively referred to as "Roadway Improvements'. B. Roadway Improvements Deadlines. The design, construction, and installation of the Onsite Roadway Improvements and Offsite Roadway Improvements shall be in all 81 Page material respects in full accordance with City Regulations as set forth in this Agreement and the civil construction plans that must be approved by the City in advance of Commencement of Construction. Commencement of Construction of the Onsite Roadway Improvements and Offsite Roadway Improvements shall occur on or before the 180th day after the City's approval of the civil construction plans for the Onsite Roadway Improvements and Offsite Roadway Improvements and the issuance of the permit(s) required for construction of said improvements. Completion of Construction of the Onsite Roadway Improvements and Offsite Roadway Improvements must be completed on or before the 360th day after Commencement of Construction. Notwithstanding the foregoing or any other provision of this Agreement, if Commencement of Construction or Completion of Construction of the Offsite Roadway Improvements does not timely occur then the City may at its sole discretion —in addition to other any rights or remedies it may choose to exercise —withhold the issuance of or revoke any building permits required for vertical construction on any or all areas within the Property until Completion of Construction of the Offsite Roadway Improvements occurs. C. Water Main Improvements and Deadlines. The Parties agree that Owner shall at its sole cost shall design, construct and install that certain 12-inch water main on the Property from the end of the existing 12-inch water main adjacent to the north boundary line of the Property to the southern boundary of the Property in the alignment shown on Exhibit 4 along with all necessary appurtenances (the "Water Main Improvements"). The design, construction, and installation of the Water Main Improvements shall be in accordance with City Regulations as set forth in this Agreement and the civil construction plans that must be approved by the City in advance of Commencement of Construction. Commencement of Construction of the Water Main Improvements shall occur on or before the 180th day after the City's approval of the civil construction plans for the Water Main Improvements and the issuance of the permit(s) required for construction of the Water Main Improvements. Completion of Construction of the Water Main Improvements must be completed on or before the 360th day after Commencement of Construction. D. Impact Fee Reimbursement for Onsite Roadway Improvements and Water Main Improvements. If Owner meets the deadlines set forth in Section 5.13 for Onsite Roadway Improvements and Section S.C. for Water Main Improvements as relates to Commencement of Construction and Completion of Construction of said improvements, the City will pay to Owner all Roadway Impact Fees and Water Impact Fees it actually collects from any property within the geographic area defined below as the "Onsite Roadway and Water Main Impact Fee Reimbursement Area" up to an amount that is the lesser of the Owner's actual cost of design and construction of the Onsite Roadway Improvements and Water Main Improvements or the total amount actually collected from the Onsite Roadway and Water Main Impact Fee Reimbursement Area. Under no 9 1 P a g e circumstances shall the City be required to reimburse Owner for Onsite Roadway Improvements and Water Main Improvements from any funding source other than Roadway Impact Fees and Water Impact Fees actually collected from properties within the Onsite Roadway and Water Main Impact Fee Reimbursement Area. The City shall establish an Onsite Roadway and Water Main Impact Fee Account and shall use the funds in said accounts to make payments to the Owner under this paragraph and said payments shall be made every three (3) months beginning three (3) months after the first deposit into said account. E. Impact Fee Reimbursement for Offsite Roadway Improvements. If Owner meets the deadlines set forth in Section 5.13 for Offsite Roadway Improvements as relates to Commencement of Construction and Completion of Construction of said improvements, the City will pay to Owner all Roadway Impact Fees it actually collects from any property within the geographic area defined below as the "Offsite Roadway Impact Fee Reimbursement Area" up to an amount that is the lesser of the Owner's actual cost of design and construction of the Offsite Roadway Improvements or the total amount actually collected from the Offsite Roadway Impact Fee Reimbursement Area. Under no circumstances shall the City be required to reimburse Owner for Offsite Roadway Improvements from any funding source other than Roadway Impact Fees actually collected from properties within the Offsite Roadway Impact Fee Reimbursement Area. The City shall establish an Offsite Roadway Impact Fee Account and shall use the funds in said account to make payments to the Owner under this paragraph and said payments shall be made every three (3) months beginning three (3) months after the first deposit into said account. F. Definitions. For purposes of this Section 5, the following terms have the following meanings: 1. "Commencement of Construction" means that Owner has entered the right of way for the Roadway Improvements or easement for the Water Main Improvements with construction equipment and begun grading of the Roadway Improvements or trenching of the Water Main Improvements. 2. "Completion of Construction" means that the City has inspected and accepted the Onsite Roadway Improvements, Offsite Roadway Improvements, and/or Water Main Improvements, as applicable. 3. "Offsite Roadway Impact Fee Account" means an interest -bearing deposit account maintained by the City pursuant to Section 395.024, Texas Local Government Code, as amended into which the City shall deposit all Roadway Impact Fees actually collected from properties within the Offsite Roadway Impact 101Page Fee Reimbursement Area. 4. "Offsite Roadway Impact Fee Reimbursement Area" means the real property described and/or depicted in Exhibit 3B. 5. "Onsite Roadway and Water Main Impact Fee Account" means an interest - bearing deposit account maintained by the City pursuant to Section 395.024, Texas Local Government Code, as amended into which the City shall deposit all Roadway Impact Fees and Water Impact Fees actually collected from properties within the Onsite Roadway and Water Main Impact Fee Reimbursement Area. 6. "Onsite Roadway and Water Main Impact Fee Reimbursement Area" means the real property described and/or depicted in Exhibits 3A 7. "Roadway Impact Fee" with respect to Offsite Roadway Improvements, means the roadway impact fees assessed on property with new development in the Offsite Roadway Impact Fee Reimbursement Area (Exhibit 3B) that are collected to fund roadway capital improvements identified on the City's Capital Improvement Plan. 8. "Roadway Impact Fee" with respect to Onsite Roadway Improvements, means the roadway impact fees assessed on property with new development in the Onsite Roadway and Water Main Impact Fee Reimbursement Area (Exhibit 3A) that are collected to fund roadway capital improvements identified on the City's Capital Improvement Plan. 9. "Water Impact Fee" means the water impact fees assessed on property with new development in the Onsite Roadway and Water Main Impact Fee Reimbursement Area (Exhibit 3A) that are collected to fund water capital improvements identified on the City's Capital Improvement Plan. G. Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to Owner after the Effective Date, the name and delivery address of the payee for such payment shall be: NexMetro Acquisitions, LLC 2221 Lakeside Blvd Suite 1210 Richardson, TX 75082 Attn: Josh Eadie Owner may change the name of the payee and/or address set forth above by delivering written notice to the City designating a new payee and/or address or through an 111 Page assignment of Owner's rights hereunder. H. Contract Award. Owner's engineers shall prepare, or cause the preparation of, and provide all contract specifications and necessary related documents to the City before awarding a contract for construction of any part of the Roadway Improvements. I. Construction Standards and Inspection. The Roadway Improvements shall be constructed and inspected —and all fees applicable to the Roadway Improvements shall be paid by Owner —in accordance with applicable state law, City Regulations, the applicable Bond Ordinance and other development requirements imposed by any other governmental body or entity with jurisdiction over the Roadway Improvements, in each case in effect as of the Effective Date. J. Contract Letting. This Agreement and construction of the Roadway Improvements are anticipated to be exempt from competitive bidding pursuant to Texas Local Government Code Section 252.022(a)(11) based upon current cost estimates. However, in the event that the actual costs for the Roadway Improvements do not meet the parameters for exemption from the competitive bid requirement, then either competitive bids or alternative delivery methods may be utilized by the City as allowed by law. The Parties acknowledge that the construction contracts for the construction of Roadway Improvements have not been awarded as of the Effective Date and contract prices have not yet been determined. Before entering into any construction contract for the construction of all or any part of the Roadway Improvements, the Parties agree as follows: 1. Owner's engineers shall prepare, or cause the preparation of, and submit to the City all contract specifications and necessary related documents, including but not limited to the proposed construction contract showing the negotiated total contract price and scope of work. 2. Owner shall submit all such documents along with a written notice of intention to let a construction contract at least 20 days in advance of the date that Owner intends to execute such contract. 3. WITHIN 15 DAYS AFTER RECEIPT OF THE WRITTEN NOTICE AND ASSOCIATED DOCUMENTS, THE CITY MANAGER MAY: (1) APPROVE THE AMOUNT OF THE CONTRACT PRICE AND PROVIDE WRITTEN NOTICE TO OWNER THAT OWNER MAY EXECUTE THE CONSTRUCTION CONTRACT AND PROVIDE A COPY TO THE PID ADMINISTRATOR, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED; OR (II) REQUIRE THAT THE CONTRACT BE PROCURED THROUGH COMPETITIVE BIDDING OR COMPETITIVE SEALED PROPOSALS COMPETITIVE PROCUREMENT$') SOLELY TO THE EXTENT THAT THE ROADWAY IMPROVEMENTS FOR WHICH SUCH CONSTRUCTION CONTRACT IS TO BE LET DO NOT MEET THE PARAMETERS FOR EXEMPTION FROM THE COMPETITIVE BIDDING PURSUANT TO TEXAS LOCAL GOVERNMENT CODE SECTION 252.022. IF THE CITY FAILS TO 121 Page NOTIFY OWNER WITHIN SUCH 15-DAY PERIOD, THE CITY SHALL BE DEEMED TO HAVE APPROVED THE CONTRACT PRICE AND AUTHORIZED OWNER TO EXECUTE THE CONSTRUCTION CONTRACT; PROVIDED, HOWEVER, NO SUCH CONTRACT SHALL BE DEEMED TO BE APPROVED AND OWNER SHALL NOT BE DEEMED TO BE AUTHORIZED TO EXECUTE SUCH CONTRACT UNLESS OWNER SUBMITS THE WRITTEN NOTICE AND ASSOCIATED DOCUMENTS WITH A WRITTEN STATEMENT PROMINENTLY DISPLAYED ON THE FIRST PAGE OF THE NOTICE IN BOLD -FACE, UNDERLINE, CAPITALIZED TEXT IN AT LEAST 12-POINT SIZE FONT READING AS FOLLOWS: "WARNING: IF THE CITY FAILS TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) DAYS IN ACCORDANCE WITH SECTION 5.G.3 OF THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ANNA AND CAALMS GROUP, LLC, EFFECTIVE ON OR ABOUT , 2022, AS AMENDED, THE SUBMITTED PROPOSED CONTRACT(S) SHALL BE DEEMED TO BE APPROVED BY THE CITY AND OWNER SHALL BE DEEMED TO BE AUTHORIZED TO EXECUTE THE PROPOSED CONTRACT(S)." 4. Competitive Bids/Proposals. In order to require Competitive Procurement, the City must provide Owner with written notice of said requirement within 15 days of delivery to the City of the written notice required under Section 5.G.3., above. If the City Manager requires Competitive Procurement, then Owner must: (i) advertise for and award the contract in the same manner set forth for competitive sealed bids or competitive sealed proposals Local Government Code Chapter 252 as if the City were pursuing a public improvement contract subject to said Chapter 252 as approved by the City Manager; and (ii) supply the City with true and complete copies of all notices of bid/proposal requests and all bids/proposals subsequently received. 5. Ownership. All of the Roadway Improvements shall be owned by the City upon acceptance of them by the City. Owner agrees to take any action reasonably required by the City to transfer or otherwise dedicate or ensure the dedication of easements or property for the Roadway Improvements to the City and the public. 6. Operation and Maintenance. Upon inspection, approval, and acceptance of the Roadway Improvements, the City shall maintain and operate the accepted Roadway Improvements. 7. Intentionally Omitted. 8. Maintenance Bonds. Owner shall execute or cause to be executed a valid maintenance bond in accordance with applicable City Regulations that guarantees the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Roadway Improvements, arising from defective workmanship or materials used therein, for a full period of two years from the date of final acceptance of the Roadway Improvements. 131Page 9. Inspections, Acceptance of Public Infrastructure, and Owner's Remedy. The City shall inspect, as required by City Regulations, the construction of the Roadway Improvements. The City's inspections/acceptance shall not release Owner from its responsibility to construct or ensure the construction of the Roadway Improvements in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. Owner's sole remedy for nonperformance of this Agreement by the City shall be to seek specific performance and cost reimbursements pursuant to the terms of this Agreement. 10. Approval of Plats/Plans. Approval by the City, the City's engineer, or other City employee or representative, of any plans, designs, or specifications submitted by Owner pursuant to this Agreement or pursuant to applicable City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Owner, its engineers, employees, officers, or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Owner or Owner's engineers, or their respective officers, agents, servants or employees, it being the intent of the Parties that approval by the City's Director of Public Works or his/her designee signifies approval on only the general design concept of the improvements to be constructed. 11. Insurance. Owner or its contractor(s) shall acquire and maintain, during the period of time when any of the Roadway Improvements is under construction (and until the full and final completion of the Roadway Improvements and acceptance thereof by the City): (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than 1,000,000.00. Such insurance shall also cover any and all claims typically covered under a workers compensation insurance or general liability insurance policy which might arise out of the Roadway Improvements construction contracts, whether by Owner, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A 1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of the Roadway Improvements construction contracts, Owner shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. 141 Page 12.INDEMNIFICATION and HOLD HARMLESS. OWNER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR WILLFUL CONDUCT OF OWNER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF THE ROADWAY IMPROVEMENTS AGREEMENT (TOGETHER, "CLAIMS"); AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS PARAGRAPH. OWNER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL CONDUCT. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF OWNER AND THE CITY, OWNER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO OWNER'S OWN PERCENTAGE OF RESPONSIBILITY. OWNER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY OR PORTION THEREOF OWNED BY THE INDEMNIFYING PARTY WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON OWNER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. 13. Status of Parties. At no time shall the City have any control over or charge/supervision of Owner's design, construction, installation or other work related to any of the Roadway Improvements, nor the means, methods, techniques, sequences, or procedures utilized for said design, construction, installation or other work. This Agreement does not create a joint enterprise or venture or employment relationship between the City and Owner. 14. Eminent Domain. Owner agrees to use commercially reasonable efforts to obtain all third -party rights -of -way, consents, or easements, if any, required for the 151Page Roadway Improvements. If, however, Owner is unable to obtain such third -party rights -of -way, consents, or easements within ninety (90) days of commencing efforts to obtain the needed easements and right-of-way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. Owner shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") actually incurred by the City in the exercise of its eminent domain powers that for any reason and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiation of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Roadway Improvements can be constructed as soon as reasonably practicable. If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this paragraph, Owner shall deposit additional funds as requested by the City into the escrow account within ten (10) days after written notice from the City. Any unused escrow funds will be refunded to Owner within thirty (30) days after any condemnation award or settlement becomes final and non -appealable. Nothing in this section is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. SECTION 6. DEFAULT. If Owner, its heirs, successors or assigns or any Subsequent Owner of the Property or any part thereof fails to comply with any of the material terms and conditions included in this Agreement as any such term or condition applies to the portion of the Property then owned by Owner or such Subsequent Owner, as applicable (such defaulting Owner or Subsequent Owner, as applicable, referenced herein as "Defaulting Owner"), the City will have the following non-exclusive and cumulative remedies, each of which remedies may only be exercised by the City against the applicable Defaulting Owner and/or the portion of the Property owned by such Defaulting Owner and not against any other Owner, Subsequent Owner or other portion of the Property): A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy. B. The Defaulting Owner shall be liable to pay to the City the sum of $2,000 for each failure to materially comply with the development standards set forth of this Agreement. The Defaulting Owner shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable 161 Page liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the Parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. In the event of a breach that is not timely cured as set forth below, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide any subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur. C. The City may withhold and retain and/or expend any remaining Roadway Impact Fees allocable to the Defaulting Owner or the portion of the Property owned by such Defaulting Owner) for any lawful purpose. D. The non -defaulting Party will additionally have any and all remedies available to it at equity or in law. Notwithstanding the foregoing: (a) City may not exercise any rights or remedies against a Defaulting Owner or any portion of the Property owned by such Defaulting Owner for a breach of any term or condition of this Agreement unless there is a breach of any material term or condition of this Agreement by such Defaulting Owner applicable to portion of the Property owned by such Defaulting Party and such breach remains uncured after forty-five (45) calendar days following receipt of written notice from the City to such Defaulting Owner provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both the City and such Defaulting Party mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by such parties); and (b) any notice of a default or breach provided by the City hereunder to a Defaulting Owner must be concurrently provided to each other owner of the Property (if any), and each such other owner shall have the right (but not the obligation) to cure the default or breach of the Defaulting Owner within thirty days (30) after the failure of the Defaulting Party to cure such default or breach by the deadline set forth above, and the City shall not exercise any rights or remedies hereunder unless such default or breach remains uncured after the expiration of such thirty (30)-day period. The notice and cure rights set forth in this paragraph are collectively referred to herein as the "Notice and Cure Rights". SECTION 7. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. This Agreement will be binding upon and inure to the benefit of the Parties' respective 171Page successors, assigns and personal representatives. This Agreement runs with the land and is binding on all subsequent owners of the Property or any portions thereof. This section shall be construed liberally to ensure the Parties' intent that this Agreement shall be enforceable regardless of any change of ownership of or interest in the Property. Notwithstanding anything to the contrary in this Section 7 or elsewhere in this Agreement, if the Owner or a Subsequent Owner (the "Transferor") conveys, assigns, or transfers its entire interest in the Property or a part thereof (the "transferred Property") to a Subsequent Owner (the "Transferee") who assumes Transferor's obligations under this Agreement with respect to the transferred Property, the Transferor shall be automatically released from its obligations under this Agreement relating to the transferred Property subsequent to the date of transfer. Notwithstanding anything herein to the apparent contrary, by any Transferee's acceptance of a deed from any Transferor conveying title to such Transferee of any portion of the Property, as of the date of such deed such Transferee shall be deemed hereunder to have acknowledged and agreed in writing to assume such Transferor's obligations, liabilities and indemnifications hereunder (subject to the provisions of this Agreement) with respect to such portion of the Property without any further action by such Transferee. SECTION 8. RECORDATION. This document, including all Exhibits, may be recorded in the Official Records of Collin County, Texas. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the Parties regarding the subject matter hereto. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Owner represents and warrants to the City that the Owner owns the Property and that this Agreement is binding and enforceable on the Property. Owner may sell the Property or a part thereof to a person or entity (the "Closing") prior to commencement of site construction on the property sold, and in such event the Subsequent Owner shall be required to acknowledge and assume all obligations, liabilities and indemnifications under this Agreement. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised 181 Page there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. ESTOPPEL. On or before 30 days after receipt of a written request from an owner of the Property that desires to transfer its interest in the Property or borrow money secured by a mortgage or deed of trust against the Property or a prospective transferee of an owner's interest or an existing or prospective mortgagee, the City will execute and deliver an estoppel certificate stating that, to the best of the City's knowledge: (i) the transferring or borrowing owner is not in default under this Agreement; and (ii) this Agreement is in full force and effect and whether there are any amendments thereto. Any failure by the City to execute and deliver an estoppel certificate within 30 days after receipt of a written request from an owner of the Property shall be deemed to be a certification by the City that: (i) the transferring or borrowing owner is not in default under this Agreement; and (ii) this Agreement is in full force and effect and that there are no amendments thereto except as disclosed by such owner. SECTION 14. FORCE MAJEURE. Whenever a period of time is prescribed in this Agreement for a Party (the "Acting Party") to take an action (other than a payment obligation), the Acting Party will not be liable or responsible for, and there will be excluded from the computation of any such time period, the period of time (the Force Majeure Period") of delays caused by strikes, riots, acts of God, pandemic, enemy action, shortages of labor or materials, war, acts of terrorism, flood, fire, explosion, unavoidable casualty, or any other causes that are beyond the reasonable control of the Acting Party or any of its employees, agents, or contractors, but not any economic hardship, changes in market conditions, and insufficiency of funds ("Force Majeure"). However, a date will only be extended by a Force Majeure Period if the Acting Party gives notice to the other Party of the occurrence or commencement of the event that constitutes Force Majeure within 30 days after the Acting Party knows of the existence or commencement of such event, and claims (in such notice) that such event constitutes Force Majeure. A Party that has claimed the right to temporarily suspend its performance under this section shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party's performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. SECTION 16. EFFECTIVE DATE; CONDITION PRECEDENT. This Agreement will be effective upon the Effective Date first stated herein. The closing of the Sale Transactions shall be a condition precedent to the effectiveness of this Agreement and this Agreement shall be effective upon the closing of the Sale Transactions. 191Page signature page follows] 201 Page CITY OF ANNA M Proce, City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the q day of,]ar1 known to me (or proved to me) to be the person whose name is instrument, and acknowledged to me that he executed the same in of the City of Anna, Texas. 202/ appeared Jim Proce, subscribed to the foregoing his capacity as City Manager ti,Ar roe., JEOVANNA RUBIO 4nNotary Public, State of TexasQ;; TPIIB I , S as eToxd3 ?" : .- Comm. Expires ID-03.2026 Notary ID 133995676 Caalms Group, LLC, a Texas limited liability company] By: dZA • f l Srikanth Routhu, Managing Member Colllh IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF 6&EtAS Before me, the undersigned notary public, on theMari day ofty byr2022, appeared [Srikanth Routhu, Managing Member of Caalms Group, LLC, a Texas limited liability company], known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity as provided herein. State p'trY•"I1lp=_ ALYSEN COLES My Nobry 0 # 124180528 E1PYw Fdnary 15, 2027 of Texas F' `1 ZI EXHIBIT 1 PROPERTY DESCRIPTION Follows This Cover Page] LEGAL DESCRIPTION - OVERALL BEING a parcel of land situated in the City of Anna, Collin County, Texas, out of the Thomas Rattan Survey, Abstract No. 782, being all of that called 64.847 acre parcel of land described by Special Warranty Deed with Vendor's Lien to Caalms Group, LLC, as recorded by County Clerk's File No. 20180904001111350, as affected by that Statutory Correction Affidavit recorded by County Clerk's File No. 20180906001124710, both of the Official Public Records, Collin County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod found for the southwest corner of said 64.847 acre parcel and the northwest corner of the remainder of that called 67.53 acre parcel of land (called "The Coffman Place") described by Special Warranty Deed to MJLA Adams, Ltd., as recorded by County Clerk's File No. 20110505000462590, Official Public Records, Collin County, Texas, the same lying in the east right-of- way line of United States Highway No. 75 (US-75; a variable width public right-of-way); THENCE along said east right-of-way line as follows: North 07 degrees 37 minutes 29 seconds East, a distance of 175.48 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears South 48 degrees 36 minutes 52 seconds West, a distance of 0.25 feet; North 00 degrees 29 minutes 59 seconds East, a distance of 201.56 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears South 55 degrees 10 minutes 10 seconds West, a distance of 0.30 feet; North 07 degrees 37 minutes 29 seconds East, a distance of 600.00 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears North 80 degrees 21 minutes 21 seconds West, a distance of 0.52 feet; North 05 degrees 54 minutes 23 seconds East, a distance of 100.05 feet to a 5/8 inch iron rod with red plastic cap stamped "SCI" set; North 07 degrees 37 minutes 29 seconds East, a distance of 534.76 feet to a point for the northwest corner of said 64.847 acre parcel and the southwest corner of that called 0.10 acre parcel of land described by General Warranty Deed to Anna 31 Retail, LP, as recorded by County Clerk's File No. 20151123001472990, Official Public Records, Collin County, Texas, same being the southwest corner of Lot 3, Block A, Anna Retail Addition, an addition to the City of Anna, Collin County, Texas, according to the Final Replat thereof recorded by Volume 2022, Page 158, Map Records, Collin County, Texas; THENCE, departing said east right-of-way line and along the common line of said 64.847 acre parcel and said Anna Retail Addition (replat), North 88 degrees 57 minutes 44 seconds East, at a distance of 91.60 feet pass a point from which a 5/8 inch iron rod with yellow plastic cap stamped "DC&A" found for the southeast corner of said 0.10 acre parcel bears South 01 degrees 02 minutes 16 seconds East, a distance of 0.60 feet, and continuing for a total distance of 1635.70 feet to a 5/8 inch iron rod at broken fence corner post found for the common corner of said 64.847 acre parcel and said replat, said point also being an angle break in the west line of that called 50.769 acre parcel of land described by Warranty Deed with Vendor's Lien to Anna 51 Joint Venture, as recorded by County Clerk's File No. 20150120000064460, Official Public Records, Collin County, Texas; THENCE, along the common line of said 64.847 acre parcel and said 50.769 acre parcel, South 01 degrees 56 minutes 16 seconds East, at a distance of 1395.16 feet pass a 5/8 inch iron rod with orange plastic cap stamped "REFERENCE COR" set, and continuing for a total distance of 1495.16 feet to a point in the approximate center of Throckmorton Creek; THENCE along the approximate center of said creek as follows: South 28 degrees 16 minutes 39 seconds West, a distance of 61.64 feet to a point for corner in the approximate center of said creek; South 25 degrees 56 minutes 04 seconds East, a distance of 58.94 feet to a point for corner in the approximate center of said creek; THENCE, departing said creek and along the south line of said 64.847 acre parcel, South 88 degrees 49 minutes 21 seconds West, at a distance of 150.00 feet pass a 5/8 inch iron rod with orange plastic cap stamped "REFERENCE COR" set, and continuing for a total distance of 935.92 feet to a point for corner from which a 5/8 inch iron rod found bears South 81 degrees 21 minutes 00 seconds West, a distance of 0.68 feet; THENCE, continuing along said south line, South 89 degrees 18 minutes 21 seconds West, at a distance of 394.95 feet pass the calculated point of intersection of the said south line and the north line of said The Coffman Tract", and continuing for a total distance of 760.79 feet to a point for corner from which a 1/2 inch iron rod found bears South 70 degrees 24 minutes 37 seconds West, a distance of 0.71 feet; THENCE, continuing along the common line of said 64.847 acre parcel and said "The Coffman Tract", North 89 degrees 46 minutes 11 seconds West, a distance of 172.01 feet to the POINT OF BEGINNING, containing 2,824,691 square feet or 64.846 acres of land, more or less EXHIBIT 2 CONCEPT PLAN Follows This Cover Page] LIfFNO 40 i Imil i'.i ! 1. ,r'ja= PD CONCEPT PLAN a ie3i S NEXMETRO/SWSC ANNA t t t t f: m.. ns- 84.85 ACRES pVACANTMANON. i I_.m cmor.xv.. N' ,,ter EXHIBIT 3A DESCRIPTION OF ONSITE ROADWAY AND WATER MAIN IMPACT FEE REIMBURSEMENT AREA Follow This Cover Page] EXHIBIT 3A Impact Fee Reimbursement Area Roadway and Water Impact Fees collected by the City of Anna from Tract 6 (called 64.847 acres) and Tract 14 (called 65.596 acres) out of the Thomas Ratton Survey, Abstract 782, Collin County, Texas, shall be utilized by the City to reimburse the Developer up to the lesser of the total impact fees collected from the Onsite Roadway and Water Main Impact Fee Reimbursement Area, or the approved construction cost of the Onsite Roadway Improvements and Water Main Improvements. 4 AD LY; ii I MR; r Ir Yf•1 I 1 11I PYMrrOYMMY,` 0101 1 U i Iq mn 1 i f rt 1 f I rr l A0197 I Y y,X• YY'' T_ I s 1 M; Mi IM 14 J„ I 1 4`rq tow rare 0 aYA/-FMYM>•+m>• 1 r Cis ,. 4. ,. 1* I-- w•rull ''{{ iQR_ I•1, f / MYr YY,lrl- lJ lVrC i y I MP I I p AD26D I( 1 lair I ip"uai r 1 p no r••v r v" AO868 wnq• 1 . ,., I 8-- 1- \YK IrOD-S•.R I 104D r"• 1 to•w f I ._. 1 SSS'' ib Y'a rom L Lt__+auYvrl Ki• cna', 1 w-'It un 1 m a„ 79 S.e e i•uu Z. EXHIBIT 313 DESCRIPTION OF ALTERNATE ONSITE ROADWAY AND WATER MAIN IMPACT FEE REIMBURSEMENT AREA Follow This Cover Page] EXHIBIT 3B Alternate Impact Fee Reimbursement Area M Notes: ALTERNATE REIIVIBUR5EME 1. Alternate Impact Fee Reimbursement Area shall only be implemented if Commencement of Construction of the Roadway Improvements does not occur prior to the start of development of the NexMetro/SWBC Anna project by Owner Caalms Group LLC) on the called 64.847 tract. 2. Alternate Reimbursement Area includes the 64.847 Acre Subject Tract, plus the properties known as Anna Retails Addition, Block A, Lots 3R& 8, and Block B, Lot 1. EXHIBIT 4 APPROVED ELEVATIONS Follow This Cover Page] 17A,,,LIMP-I F IIIAIA.III Collin County Honorable Stacey Kemp Collin County Clerk Instrument Number: 2023000003189 Recorded On: January 11, 2023 02:53 PM Total Recording: $150.00 Real Property AGREEMENT Number of Pages: 33 Examined and Charged as Follows: " THIS PAGE IS PART OF THE INSTRUMENT' "' Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: Receipt Number: 2023000003189 20230111000414 Recorded Date/Time: January 11, 2023 02:53 PM User: Kacy M Station: Station 8 Record and Return To: CITY OF ANNA 120 W 7TH ST ANNA TX 75409 STATE OF TEXAS Collin County I hereby certify that this Instrument was filed in the File Number sequence on the date/time printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas Honorable Stacey Kemp Collin County Clerk Collin County, TX CITY OF ANNA, TEXAS Property zoned under this ordinance is generally located on the east side of U.S. Highway 75, 1,200± feet south of W. White Street) ORDINANCE NO. l 0 2 L4- 90 a- a AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY'S COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the City of Anna, Texas ("City") has previously adopted ordinances, rules and regulations governing the zoning in the City; and WHEREAS, the City has received a requested zoning amendment from Caalms Group, LLC on Property described in Exhibit 1 ("Property") attached hereto and incorporated herein for all purposes as if set forth in full; and WHEREAS, said Property generally located on the east side of U.S. Highway 75, 1,200f feet south of W. White Street is zoned Planned Development-C-1 Restricted Commercial; and WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of Anna ("City Council") have given the requisite notices by publication and otherwise and have held the public hearings as required by law and afforded a full and fair hearing to all property owners and generally to all persons interested in and situated in the affected area and in the vicinity thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated The above recitals are incorporated herein by reference for all purposes. Section 2. Zoning Change The Anna City Code of Ordinances (the "Anna Code") are hereby amended by amending the zoning of the Property described in Exhibit 1 and as depicted in the Concept Plan on the attached Exhibit 2. 1. Purpose. The purpose of this Planned Development District is to facilitate the development of a high - quality Multiple -Family Residences and commercial project. 2. Definitions. Except as otherwise provided herein, the definitions in Appendix 3 of the City's Zoning Ordinance shall apply. 3. Development Standards. 1. The location of the planned development zoning district shall be insubstantial conformance with the Concept Plan (Exhibit 2). 2. Tract 1A & 113, Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the C-2 General Commercial (C-2) zoning district and the Planning and Development Regulations except as otherwise specified herein. i. Restricted Uses: a. Residential Uses b. Educational, Institutional and Special Uses c. Transportation, Utility and Communications Uses d. Automobile and Related Service Uses e. Manufacturing, Storage and Warehouse Uses f. Engine and Motor Repair g. Feed and Farm Supply (inside sales/storage) h. Mortuary or Funeral Home i. Taxidermist j. Washeteria ii. As shown on the approved Concept Plan a Quasi -Public Street shall be constructed as part of the initial development on Tract 1 A (C-2 General Commercial District). a. Quasi -Public Street Definition: Quasi -public streets are privately owned and maintained drives open to public access. A quasi -public street easement shall be dedicated for all quasi -public streets, and a fire lane shall be located within all quasi -public street easements. On -street parking and sidewalks provided along quasi -public streets shall be located within the quasi -public street easement. Lots may derive required street frontage from quasi -public streets and maybe platted to the centerline of the quasi -public streets. b. Lots with frontage on the quasi -public street must orient buildings to the quasi - public street. 2 c. Buildings must have a minimum of 75% of their fagade within 30 feet of the back of curb unless restricted by easements. Where easements are present, a minimum of 75% of each fagade must be built to the easement line. d. Sidewalks and street trees must be provided along both sides of the quasi -public street. A clear pedestrian path of 6 feet in width shall be maintained in this area. Street trees are required at the rate of one tree per 40 linear feet. Trees shall be placed in planting beds or tree grates within 5 feet of the back of the street curb. Trees, landscaping, outdoor dining areas, bicycle racks, and street furniture may be placed within the sidewalk but may not reduce the clear path width. e. The quasi -public street shall be located and designed in substantial conformance to Exhibit 3: Quasi -Public Street Exhibit. iii. Tracts 1 A & 1 B (C-2 General Commercial) shall be exempt from the THOR Thoroughfare Overlay District zoning ordinance. 3. Tract 2, Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the MF-2 Multiple -Family Residential — High Density (MF--2) zoning district and the Planning and Development Regulations except as otherwise specified herein. i. Maximum height (feet): 3-story / 45 feet ii. Side yard interior (feet): Min. 0 - 3 feet from the Quasi -Public Street along the western property boundary. iii. Parking: a. 2 parking spaces per dwelling unit b. Visitor parking not required c. 50% of required parking must be covered (Garage or Carport) iv. Refuse Facilities: Multiple -family buildings will be served by valet trash service with one trash compactor contained onsite. v. The front building face of multiple -family buildings located adjacent to the Quasi -Public Street shall be oriented toward the Quasi -Public Street. 3 vi. With the exception of patios and balconies, fencing is not permitted in front of any building face fronting along the Quasi -Public Street. vii. Screening not required along northern property boundary line. 4. Tract 3, Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the MF-1 Multiple -Family Residential — Medium Density (MF-1) zoning district and the Planning and Development Regulations except as otherwise specified herein. i. Parking: a. 2 parking spaces per dwelling unit b. Visitor parking not required c. 50% of required parking must be covered (Garage or Carport) ii. Refuse Facilities: Multiple -family buildings will be served by valet trash service with four enclosed dumpster locations contained onsite. iii. Screening: a. Six-foot board on board wood fencing with masonry columns every 50 linear feet along Throckmorton Boulevard. b. Six-foot ornamental fence with masonry columns every 50 linear feet along Throckmorton, along with interior landscaping when not adjacent to unit backyards. c. Six-foot ornamental fence with masonry columns every 100 linear feet along the eastern property boundary line. d. Six-foot masonry screening wall along the southern property boundary line. iv. Building separation (feet): minimum 8 feet. All buildings that are separated by less than 10 feet must be sprinklered per NFPA, NCTCOG, and local fire code amendments. V. Signage: Two (2) monument signs along Throckmorton Boulevard. Section 3. Official Zoning Map 4 The official Zoning Map of the City shall be corrected to reflect the change in zoning described herein. Section 4. Savings, Repealing and Severability Clauses It is hereby declared to be the intention of the City Council that the words, sentences, paragraphs, subdivisions, clauses, phrases, and provisions of this ordinance are severable and, if any phrase, sentence, paragraph, subdivision, clause, or provision of this ordinance shall be declared unconstitutional or otherwise invalid or inapplicable by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality, invalidity or inapplicability shall not affect any of the remaining words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional, invalid or inapplicable words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions. Further, all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are consistent and do not conflict with the terms and provisions of this ordinance are hereby ratified to the extent of such consistency and lack of conflict, and all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are inconsistent or in conflict with the terms and provisions contained in this ordinance are hereby repealed only to the extent of any such conflict. Notwithstanding any provision of this ordinance or the Anna Code, it is intended that this ordinance fully comply with Chapter 3000 of the Texas Government Code ("Chapter 3000") and this ordinance shall and the City Code shall be interpreted in a manner to comply with Chapter 3000. For the purposes of this ordinance, any provision of the City Code that does not comply with Chapter 3000 shall be deemed to have been excluded and not a part of this ordinance. Section 5. Penalty Any violation of any of the terms of this ordinance, whether denominated in this ordinance as unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation shall be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a violation exists is considered a separate offense and will be punished separately. Section 6. Publication of the Caption and Effective Date This ordinance shall be effective upon its passage by the City Council, approval by the Mayor, and posting and/or publication, if required by law, of its caption. The City Secretary is hereby authorized and directed to implement such posting and/or publication. PASSED by the City Council of the City of Anna, Texas this 13th day of December 2022. ATTESTED: Carrie L. Land, City Secretary 1911 AAPPROVED: Pike, Mayor EXHIBIT 1 LEGAL DESCRIPTION - OVERALL BEING a parcel of land situated in the City of Anna, Collin County, Texas, out of the Thomas Rattan Survey, Abstract No. 782, being all of that called 64.847 acre parcel of land described by Special Warranty Deed with Vendor's Lien to Caalms Group, LLC, as recorded by County Clerk's File No. 20180904001111350, as affected by that Statutory Correction Affidavit recorded by County Clerk's File No. 20180906001124710, both of the Official Public Records, Collin County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod found for the southwest corner of said 64.847 acre parcel and the northwest comer of the remainder of that called 67.53 acre parcel of land (called "The Coffman Place") described by Special Warranty Deed to MJLA Adams, Ltd., as recorded by County Clerk's File No. 20110505000462590, Official Public Records, Collin County, Texas, the same lying in the east right-of-way line of United States Highway No. 75 (US-75; a variable width public right-of-way); THENCE along said east right-of-way line as follows: North 07 degrees 37 minutes 29 seconds East, a distance of 175.48 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears South 48 degrees 36 minutes 52 seconds West, a distance of 0.25 feet; North 00 degrees 29 minutes 59 seconds East, a distance of 201.56 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears South 55 degrees 10 minutes 10 seconds West, a distance of 0.30 feet; North 07 degrees 37 minutes 29 seconds East, a distance of 600.00 feet to a point for corner from which a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears North 80 degrees 21 minutes 21 seconds West, a distance of 0.52 feet; North 05 degrees 54 minutes 23 seconds East, a distance of 100.05 feet to a 5/8 inch iron rod with red plastic cap stamped "SCI" set; North 07 degrees 37 minutes 29 seconds East, a distance of 534.76 feet to a point for the northwest comer of said 64.847 acre parcel and the southwest comer of that called 0.10 acre parcel of land described by General Warranty Deed to Anna 31 Retail, LP, as recorded by County Clerk's File No. 20151123001472990, Official Public Records, Collin County, Texas, same being the southwest corner of Lot 3, Block A, Anna Retail Addition, an addition to the City of Anna, Collin County, Texas, according to the Final Replat thereof recorded by Volume 2022, Page 158, Map Records, Collin County, Texas; THENCE, departing said east right-of-way line and along the common line of said 64.847 acre parcel and said Anna Retail Addition (replat), North 88 degrees 57 minutes 44 seconds East, at a distance of 91.60 feet pass a point from which a 5/8 inch iron rod with yellow plastic cap stamped "DC&A" found for the southeast corner of said 0.10 acre parcel bears South 01 degrees 02 minutes 16 seconds East, a distance of 0.60 feet, and continuing for a total distance of 1635.70 feet to a 5/8 inch iron rod at broken fence comer post found for the common corner of said 64.847 acre parcel and said replat, said point also being an angle break in the west line of that called 50.769 acre parcel of land described by Warranty Deed with Vendor's Lien to Anna 51 Joint Venture, as recorded by County Clerk's File No. 20150120000064460, Official Public Records, Collin County, Texas; THENCE, along the common line of said 64.847 acre parcel and said 50.769 acre parcel, South 01 degrees 56 minutes 16 seconds East, at a distance of 1395.16 feet pass a 5/8 inch iron rod with orange plastic cap stamped "REFERENCE COR" set, and continuing for a total distance of 1495.16 feet to a point in the approximate center of Throckmorton Creek; THENCE along the approximate center of said creek as follows: EXHIBIT 1 South 28 degrees 16 minutes 39 seconds West, a distance of 61.64 feet to a point for corner in the approximate center of said creek; South 25 degrees 56 minutes 04 seconds East, a distance of 58.94 feet to a point for corner in the approximate center of said creek; THENCE, departing said creek and along the south line of said 64.847 acre parcel, South 88 degrees 49 minutes 21 seconds West, at a distance of 150.00 feet pass a 5/8 inch iron rod with orange plastic cap stamped "REFERENCE COR" set, and continuing for a total distance of 935.92 feet to a point for comer from which a 5/8 inch iron rod found bears South 81 degrees 21 minutes 00 seconds West, a distance of 0.68 feet; THENCE, continuing along said south line, South 89 degrees 18 minutes 21 seconds West, at a distance of 394.95 feet pass the calculated point of intersection of the said south line and the north line of said "The Coffman Tract", and continuing for a total distance of 760.79 feet to a point for comer from which a 1/2 inch iron rod found bears South 70 degrees 24 minutes 37 seconds West, a distance of 0.71 feet; THENCE, continuing along the common line of said 64.847 acre parcel and said "The Coffman Tract", North 89 degrees 46 minutes 11 seconds West, a distance of 172.01 feet to the POINT OF BEGINNING, containing 2,824,691 square feet or 64.846 acres of land, more or less IN411110i AlIA1411.N j ynlnrl r Fr p"1' , NAv'li _e SQL .,• tt i4 V .. "• f p 8'C,1 opl°• ` } iB}Iraq i < 49 LL7 • • •a• CAI I1 Q7 '1 ' • 6 NiC 47 W C9 1 (,x9" E7 67 CAW J 1 VIIII IIIIIIIIIII IIINIIIIn11t4 Nlllw1111111111111 1 wl 111 Multi nwun n_II noon 11 nn 9 ®IB ®Y RED,-, jj VICINITY MAP VVVVVJI o 5 4 awO CONCEPT P LANo1.a nx.x.1D ec NEXMETRO/SWBC ANNA 64.85 ACRES VACANT LAND) A DEUII M;(MAC DI IBefYINOM.. MTOx 9uxVlY OFN. weenmw e.np..nm in vs COLLIN COUNTY.TIXgS G.ucl un'uE' i.i ea'Pr.l'lmmia Na,.nYr(]DIS CPl 9' PARALLEL I ' I 9' PARALLELPARKING12' LANE 12' LANE PARKING QUASI STREET SECTION NOT -TO -SCALE za rwE 1 ! / PPOP. 5' I / 90flY11% IP4hVE Dal B Da Q7(nB iw1P W IIWNYABWi 90EIIi PAEE n— -- -- --- _ _--- -- R3 9 XAflALLE A YENTvPARKING (I)9) 1114 Q 2 APPROVED APPROVED U M c o DECEMBER 13,20" NOVEMBER7,2022 00 CRY COUNCI CRYOFANIW P8COMMISSKJN GRYOF. 3Uc OQa REX. 1 CITY OF ANNA PLANNING & ZONING COMMISSION December 13, 2022 Public Hearing: Zoning — NexMetro / SWBC Anna Applicant: CAALMS GROUP, LLC DESCRIPTION: Request to rezone 65.0± acres located on the east side of U.S. Highway 75, 1,200± feet south of W. White Street from Planned Development-C-1 Restricted Commercial District (PD-C-1) (Ord. No. 107-2003) to Planned Development (PD). The proposed zoning will be Planned Development with the following zoning district, each having modified development standards: MF-1 Multiple -Family Residential — Medium Density MF-2 Multiple -Family Residential — High Density C-2 General Commercial District REMARKS: The applicant is requesting to rezone the subject property in order to allow for a multi -use development which will include multiple family and general commercial zoning with modified development standards. A Planned Development (PD) district is intended to provide for combining and mixing of uses allowed in various districts with appropriate regulations and to permit flexibility in the use and design of land and buildings in situations where modification of specific provisions of this article is not contrary to its intent and purpose or significantly inconsistent with the planning on which it is based and will not be harmful to the community. A PD district may be used to permit new and innovative concepts in land utilization. While great flexibility is given to provide special restrictions which will allow development not otherwise permitted, procedures are established herein to insure against misuse of the increased flexibility. A concept plan (Exhibit A), NexMetro / SWBC Anna, accompanies this request. Surroundings Land Uses and Zoning North Vacant lot zoned C-2 and multiple -family residences zoned Planned Development - Multiple -Family Residential — High Density PD-MF-2 Ord. No. 972-2022. East Vacant land zoned Planned Development-C-1 Restricted Commercial (PD-C-1) Or. No. 978-2022. South Vacant lot zoned SF-E Single -Family Residential — Large Lot SF-E West U.S. Highway 75 and vacant land zoned C-1 Restricted Commercial. ZONING - NEXMETRO ! SWBC ANNA PAGE 1 OF 8 Proposed Planned Development Stipulations The requested zoning is Planned Development. This Planned Development is to allow for MF-1 Multiple -Family Residential — Medium Density, MF-2 Multiple -Family Residential — High Density, and C-2 General Commercial District, each with modified development standards. There are two primary parts to this request: land use and design standards. Land Use - The applicant is proposing to rezone the subject property to allow for a multi -use development. Design Standards — The language in the proposed PD district would allow for modified development standards associated with the multiple -family residential developments (Tracts 2 & 3) as well as limit uses associated with the future commercial development (Tracts 1 A & 1 B). Tracts 1A & 1 B: C-2 General Commercial District The overall C-2 development will include 26.8i acres of future commercial developable land. Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the C-2 General Commercial (C-2) zoning district and the Planning and Development Regulations except as otherwise specified herein. 1. Restricted Uses: a. Residential Uses b. Educational, Institutional and Special Uses c. Transportation, Utility and Communications Uses d. Automobile and Related Service Uses e. Manufacturing, Storage and Warehouse Uses f. Engine and Motor Repair g. Feed and Farm Supply (inside sales/storage) h. Mortuary or Funeral Home i. Taxidermist j. Washeteria 2. As shown on the approved Concept Plan a Quasi -Public Street shall be constructed as part of the initial development on Tract 1 A (C-2 General Commercial District). a. Quasi -Public Street Definition: Quasi -public streets are privately owned and maintained drives open to public access. A quasi -public street easement shall be dedicated for all quasi -public streets, and a fire lane shall be located within all quasi -public street easements. On -street parking and sidewalks provided along quasi -public streets shall be located within the quasi -public street easement. Lots may derive required street frontage from quasi -public streets and maybe platted to the centerline of the quasi -public streets. b. Lots with frontage on the quasi -public street must orient buildings to the quasi - public street. ZONING - NEXMETRO / SWBC ANNA PAGE 2 OF 8 c. Buildings must have a minimum of 75% of their facade within 30 feet of the back of curb unless restricted by easements. Where easements are present, a minimum of 75% of each facade must be built to the easement line. d. Sidewalks and street trees must be provided along both sides of the quasi - public street. A clear pedestrian path of 6 feet in width shall be maintained in this area. Street trees are required at the rate of one tree per 40 linear feet. Trees shall be placed in planting beds or tree grates within 5 feet of the back of the street curb. Trees, landscaping, outdoor dining areas, bicycle racks, and street furniture may be placed within the sidewalk but may not reduce the clear path width. e. The quasi -public street shall be located and designed in substantial conformance to Exhibit B: Quasi -Public Street Exhibit. 3. THOR Overlay District. Sec. 9.04.030 (THOR Thoroughfare Overlay District) of the Zoning Ordinance requires all new development and redevelopment located along U.S. Highway 75 shall have a minimum of one acre, minimum lot width of 100 feet, minimum front yard setback of 50 feet, minimum side yard setback of 10 feet, and a minimum driveway separation of 150 feet. The applicant is requesting an exemption for Tract 1A & Tract 113 from the THOR Thoroughfare Overlay District. To help support and justify the modified standards the applicant has provided additional information (Exhibit C). Tract 2: MF-2 Multiple -Family Residential — High Density Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the MF-2 Multiple -Family Residential — High Density (MF-2) zoning district and the Planning and Development Regulations except as otherwise specified herein. 1. Maximum height (feet): 3-story / 45 feet 2. Side yard interior (feet): 0-3 Along the western property boundary adjacent to the general commercial zoning Tract 1A) the applicant is proposing a zero (0) to three (3) foot building setback from the Quasi -Public Street. The intent of the reduced setback is enhancing the interconnectivity between the multi -family and commercial uses and create a true mixed -use environment. The MF-2 zoning only allows for two-story apartments and requires a 10foot interior side yard. ZONING - NEXMETRO / SWBC ANNA PAGE 3 OF 8 3. Parking - Sec. 9.04.037 (Parking space regulations) of the Zoning Ordinance requires a minimum of 2 parking spaces per dwelling unit for multiple -family dwellings, plus 0.25 spaces per dwelling unit for visitor parking. Additionally, 75% of the required parking is required to be covered. The applicant is requesting to not provide visitor parking (0.25 per dwelling unit). The applicant is requesting to reduce the required covered parking 75% to 50%. 4. Refuse facilities. Every dwelling unit in a multifamily complex shall be located within 250 feet of a refuse facility, measured along the designated pedestrian and vehicular travel way. The applicant is proposing one trash compactor for the development as well as a valet service to offset the requirement. 5. Screening fence — Sec. 9.04.020 (MF-2 zoning regulations) of the Zoning Ordinance requires that border fencing of masonry construction of not less than eight feet in height shall be installed by the builder at the time of construction of any multifamily complex, along the property boundary line on any perimeter not abutting a public street or right-of-way. The applicant is requesting not to provide the required screening along the northern property boundary line. However, the applicant is proposing to provide a living screen with a minimum of 3 feet in height at time of planting. To help support and justify the modified standards the applicant has provided additional information (Exhibit C). Tract 3: MF-1 Multiple -Family Residential — Medium Density Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the MF-1 Multiple -Family Residential — Medium Density MF-1) zoning district and the Planning and Development Regulations except as otherwise specified herein. 1. Parking - Sec. 9.04.037 (Parking space regulations) of the Zoning Ordinance requires a minimum of 2 parking spaces per dwelling unit for multiple -family dwellings, plus 0.25 spaces per dwelling unit for visitor parking. Additionally, 75% of the required parking is required to be covered. The applicant is requesting not to provide the required visitor parking (0.25 per dwelling unit). The applicant is requesting to reduce the required covered parking 75% to 50%. ZONING - NEXMETRO 1 SWBC ANNA PAGE 4 OF 8 2. Refuse facilities. Every dwelling unit in a multifamily complex shall be located within 250 feet of a refuse facility, measured along the designated pedestrian and vehicular travel way. The applicant is proposing four enclosed dumpster locations for the development as well as a valet service to offset the requirement. 3. Screening fence — Sec. 9.04.019 (MF-1 zoning regulations) of the Zoning Ordinance requires border fencing of masonry construction no less than eight feet in height be installed along the property line on any perimeter not abutting a public street -right-of- way. The applicant is requesting to install the following: a. Six-foot board on board wood fencing with masonry columns every 50 linear feet along Throckmorton Boulevard to ensure resident privacy. b. Six-foot ornamental fence with masonry columns every 50 linear feet along Throckmorton, along with interior landscaping when not adjacent to unit backyards. c. Six-foot ornamental fence with masonry columns every 100 linear feet along the eastern property boundary line. d. Six-foot masonry screening wall along the southern property boundary line. 4. Minimum Building Separation (feet): 8 The fire department requires a minimum 10-foot building separation but has agreed to the 8-foot separation as long as all units are sprinklered per NFPA, NCTCOG, and our local fire code amendments. 5. Signage - Sec. 9.05.057 (Class 6, monument signs) of the Zoning Ordinance permits a maximum of one (1) sign per street frontage. The applicant is requesting two (2) monument signs along Throckmorton Boulevard. To help support and justify the modified standards the applicant has provided additional information (Exhibit C). Comprehensive Plan and Future Land Use Plan Future Land Use Plan — The Future Land Use Plan designates this property as Community Commercial (CC). This category is only generally defined within the current Comprehensive Plan. ZONING - NEXMETRO / SWBC ANNA Character & Intent Community Commercial development is typically characterized by small, freestanding buildings containing one or more businesses. Unlike larger shopping centers that may attract regional customers, Community Commercial developments primarily provide services for residents of surrounding neighborhoods. Business types may include restaurants, local retail, medical offices, banks and other retail and services. The applicant is proposing a mixed -use development, preserving the frontage of U.S. Highway 75 for future commercial development while providing a mixture of residential housing options. While this particular property is designated for Community Commercial, the property to the south is designated for Mixed -Use. The applicant is requesting to increase the mixed -use flexibility in order to spur economic growth while increasing tax revenue. SUMMARY: Request to rezone 65.0± acres located on the east side of U.S. Highway 75, 1,200± feet south of W. White Street from Planned Development-C-1 Restricted Commercial District (PD-C-1) (Ord. No. 107-2003) to Planned Development which will allow for a multi -use development that will include commercial zoning along U.S. Highway 75 frontage road and multiple family residential to the east. Although residential development is not listed as a specific use in the Community Commercial future land use description, the proposed layout and development standards encourage a mixed -use environment with pedestrian -oriented standards providing a live, shop, work and play environment. RECOMMENDATION: The Planning & Zoning Commission recommended approval unanimously. Below are the recommended restrictions if the Council votes in favor of the zoning request: 1. The location of Tracts and associated planned development zoning districts shall be in substantial conformance with the Concept Plan (Exhibit A). 2. Tract 1 A & 113, Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the C-2 General Commercial (C-2) zoning district and the Planning and Development Regulations except as otherwise specified herein. i. Restricted Uses: a. Residential Uses b. Educational, Institutional and Special Uses c. Transportation, Utility and Communications Uses d. Automobile and Related Service Uses e. Manufacturing, Storage and Warehouse Uses f. Engine and Motor Repair g. Feed and Farm Supply (inside sales/storage) h. Mortuary or Funeral Home i. Taxidermist j. Washeteria ZONING - NEXMETRO / SWBC ANNA PAGE 6 OF 8 ii. As shown on the approved Concept Plan a Quasi -Public Street shall be constructed as part of the initial development on Tract 1 A (C-2 General Commercial District). a. Quasi -Public Street Definition: Quasi -public streets are privately owned and maintained drives open to public access. A quasi -public street easement shall be dedicated for all quasi -public streets, and a fire lane shall be located within all quasi -public street easements. On -street parking and sidewalks provided along quasi -public streets shall be located within the quasi -public street easement. Lots may derive required street frontage from quasi -public streets and maybe platted to the centerline of the quasi -public streets. b. Lots with frontage on the quasi -public street must orient buildings to the quasi - public street. c. Buildings must have a minimum of 75% of their fagade within 30 feet of the back of curb unless restricted by easements. Where easements are present, a minimum of 75% of each facade must be built to the easement line. d. Sidewalks and street trees must be provided along both sides of the quasi -public street. A clear pedestrian path of 6 feet in width shall be maintained in this area. Street trees are required at the rate of one tree per 40 linear feet. Trees shall be placed in planting beds or tree grates within 5 feet of the back of the street curb. Trees, landscaping, outdoor dining areas, bicycle racks, and street furniture may be placed within the sidewalk but may not reduce the clear path width. e. The quasi -public street shall be located and designed in substantial conformance to Exhibit B: Quasi -Public Street Exhibit. iii. Tracts 1 A & 1 B (C-2 General Commercial) shall be exempt from the THOR Thoroughfare Overlay District zoning ordinance. 3. Tract 2, Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the MF-2 Multiple -Family Residential — High Density (MF-2) zoning district and the Planning and Development Regulations except as otherwise specified herein. i. Maximum height (feet): 3-story / 45 feet ii. Side yard interior (feet): Min. 0 - 3 feet from the Quasi -Public Street along the western property boundary. iii. Parking: a. 2 parking spaces per dwelling unit b. Visitor parking not required ZONING - NEXMETRO ! SWBC ANNA PAGE 7 OF 8 c. 50% of required parking must be covered (Garage or Carport) iv. Refuse Facilities: Multiple -family buildings will be served by valet trash service with one trash compactor contained onsite. v. The front building face of multiple -family buildings located adjacent to the Quasi -Public Street shall be oriented toward the Quasi -Public Street. vi. With the exception of patios and balconies, fencing is not permitted in front of any building face fronting along the Quasi -Public Street. vii. Screening not required along northern property boundary line. 4. Tract 3, Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the MF-1 Multiple -Family Residential — Medium Density (MF-1) zoning district and the Planning and Development Regulations except as otherwise specified herein. i. Parking: a. 2 parking spaces per dwelling unit b. Visitor parking not required c. 50% of required parking must be covered (Garage or Carport) ii. Refuse Facilities: Multiple -family buildings will be served by valet trash service with four enclosed dumpster locations contained onsite. iii. Screening: a. Six-foot board on board wood fencing with masonry columns every 50 linear feet along Throckmorton Boulevard. b. Six-foot ornamental fence with masonry columns every 50 linear feet along Throckmorton, along with interior landscaping when not adjacent to unit backyards. c. Six-foot ornamental fence with masonry columns every 100 linear feet along the eastern property boundary line. d. Six-foot masonry screening wall along the southern property boundary line. iv. Building separation (feet): minimum 8 feet. All buildings that are separated by less than 10 feet must be sprinklered per NFPA, NCTCOG, and local fire code amendments. v. Signage: Two (2) monument signs along Throckmorton Boulevard. ZONING - NEXMETRO 1 SWBC ANNA PAGE 8 OF 8 r 1 Lu1.NN NOR4 01 W,o Ja VICINITY MAP 9 NOT M scuff Ii all! ULI Mir 5 .- IL C S w IL 1J W es XOhY • ONCEPT PLAN 3 I _,:,-,,'°'"° t ..,,,,wo '-_ °m•+a. -' NEXM MANNA 64. 85 ACRES VACANTLAND) H s: &g c x• n:— yW Y r IY I""' l,: ""-' jay COWNCOIIMY. TEAS m, CP EXHIBIT B J VE t s WJ at 9' PMALLEL 1 1 9' PARALLEL E. `3 PARKING 12' UNE 12' UNE PARKING S.W. - 3 QUASI STREET SECTION NOT -TO -SCALE 7LT'71I— —\7— — — Ir — MEN -air, 55 [ury5UP 3319 AMIIR FAS£YENi rnn xc 1m.1 - - - - 1e dI si-d 7 g IV, Ci APPROVED APPROVED U 0l DECEMBER 17, 2022 NOVEMBER 7, 20= m GRYC KM PAZCONMWnN O cICRYOFMNAa, OF m" Om$ L U 2-VNE 1 \ PWHO BWi WLU itm d EX.1 EXHIBIT C PD DESIGN STATEMENT Tract 1 — Caalms Commerical Anna November 3, 2022 A. Purpose The regulations set forth in this Planned Development (PD) Design Statement provide development standards for a ±26.8-acre Commercial tract, proposed by developer/applicant NexMetro Communities. The boundary of this PD is identified by metes and bounds on the attached Legal Description. The property shall be developed in accordance with these regulations, and PD Concept and Illustrative plans as depicted in attached exhibits. B. General Information The subject property is part of an overall tract currently owned by Caalms Group, LLC. The tract is located at approximately 1,850 linear feet southeast of the intersection of U.S. Highway 75 and White Street (F.M. 455). The property is vacant with minimal tree cover along the eastern portion of the property at Throckmorton Creek, while most of the site slopes/drains to the east/ southeast. C. Current Zoning The subject tract is vacant and currently zoned PD-C. The surrounding zoning classifications are as follows: North: General Commercial District (C-2); Multiple -Family Residential — High Density (MF-2) South: Single -Family Residential — Large Lot (SF-E) East: Multiple -Family Residential — High Density (MF-2); Planned Development- Residential (PD-R) West: U.S. Highway 75 D. Base District This Planned Development shall be subject to all regulations of the "C-2" General Commercial District of the City of Anna Code of Ordinances, as exists or as amended herein. The designation of the base district shall be to affect a zoning map change only (from PD-C to a new PD with a base zoning district of "C-2" General Commercial) and to establish base development regulations. P.O. Box 11761 Wylie, Texas 752981 M: 214.215.5066 I E: Josh@LincolnCE.com Final -Tracts I & I Commercial PD Design Statement Page 11 of 2 EXHIBIT C Caalms Commercial Anna PD Design Statement November 3, 2022 E. Allowed Use Regulations The following are restricted uses for the C-2 tract: 1. Restricted Uses a. Table 1 Residential Uses b. Table 2 Educational, Institutional and Special Use c. Table 3 Transportation, Utility and Communications Uses d. Table 4 Automobile and Related Services Uses e. Table 6 Manufacturing, Storage and Warehouse Uses f. Engine and motor repair g. Feed and farm supply (inside sales/storage) h. Mortuary or funeral home i. Taxidermist j. Washeteria F. THOR Overlay District Exemption Proposed commercial Tracts 1 A and 1 B shall not be subject to and shall be exempt from the THOR Thoroughfare Overlay District. G. Quasi -Public Street Regulations Development of a Quasi -Public Street shall be in general conformance and follow intent as shown on PD Concept Plan: 1. Definition: Quasi -public streets are privately owned and maintained drives open to public access. A quasi -public street easement shall be dedicated for all quasi -public streets, and a fire lane shall be located within all quasi -public street easements. On -street parking and sidewalks provided along quasi -public streets shall be located within the quasi -public street easement. Lots may derive required street frontage from quasi -public streets and maybe platted to the centerline of the quasi -public streets. 2. Lots with frontage on the quasi -public street must orient buildings to the quasi - public street. 3. Buildings must have a minimum of 75% of their facade within 30 feet of the back of curb unless restricted by easements. Where easements are present, a minimum of 75% of each facade must be built to the easement line. 4. Sidewalks and street trees must be provided along both sides of the quasi - public street. A clear pedestrian path of 6 feet in width shall be maintained in this area. Street trees are required at the rate of one tree per 40 linear feet. Trees shall be placed in planting beds or tree grates within 5 feet of the back of the street curb. Trees, landscaping, outdoor dining areas, bicycle racks, and street furniture may be placed within the sidewalk but may not reduce the clear path width. P.O. Box 11761 Wylie, Texas 752981 M: 214.215.5066 1 E: Josh@LincolnCE.com Final - Tracts 1A & I Commercial PD Design Statement Page 12 of 2 EXHIBIT C PD DESIGN STATEMENT Tract 2 — SWBC Anna November 3, 2022 A. Purpose The regulations set forth in this Planned Development (PD) Design Statement provide development standards for a ±14.7-acre multi -family tract, proposed by developer/applicant SWBC Anna. The boundary of this PD is identified by metes and bounds on the attached Legal Description. The property shall be developed in accordance with these regulations, and PD Concept and Illustrative plans as depicted in attached exhibits. B. General Information The subject property is one tract and is currently owned by Caalms Group, LLC. The tract is located at approximately 1,850 linear feet southeast of the intersection of U.S. Highway 75 and White Street (F.M. 455). The property is vacant with minimal tree cover along the eastern portion of the property at Throckmorton Creek, while most of the site slopes/drains to the east/ southeast. C. Current Zoning The subject tract is vacant and currently zoned PD-C. The surrounding zoning classifications are as follows: North: General Commercial District (C-2); Multiple -Family Residential — High Density (MF-2) South: Single -Family Residential — Large Lot (SF-E) East: Multiple -Family Residential — High Density (MF-2); Planned Development- Residential (PD-R) West: U.S. Highway 75 D. Base District This PD shall be subject to all regulations of the "MF-2" Multiple -Family Residential - High Density district of the City of Anna Code of Ordinances, as exists or as amended herein. The designation of the base district shall be to affect a zoning map change only (from PD-C to a new PD with a base zoning district of "MF-2" Multiple -Family Residential — High Density) and to establish base development regulations. P.O. Box 1176 1 Wylie, Texas 75298 1 M: 214.215.5066 1 E: Josh@LincolnCE.com Final -Tract 2 SWBC PD Design Statement Page 11 of 6 EXHIBIT C SWBC Anna PD Design Statement November 3, 2022 E. Land Use Regulations Permitted Uses and regulations shall be per MF-2 except where noted herein: 1. Dwelling Type & Density The PD is intended to provide for development of a Multi -Family Residential, consisting of 322 multi -family dwelling units with a density of approximately 24.4 units per acre. 2. Regulation of Specific Uses All structures (leasing center, dwelling units, garage, etc.) and amenities pool, spa, dog park, grills, pergolas, fire pits, etc.) to be permitted on one (1) lot. Access and building locations to meet the intent of the PD Concept Plan. 3. Accessory Buildings and Uses All structure to meet intent of PD Concept Plan with respect to location, size, and number of detached garages F. Dimensional Regulations The dimensional regulations shall be per MF-2 except where noted: 1. Minimum Floor Area The minimum floor area is to be 600 square feet (sf) per dwelling unit and a maximum of 1,325 square feet (sf) per dwelling unit to align more with industry standards. 2. Building Setbacks The minimum building setbacks are as follows: Front Setback, along Throckmorton Boulevard, is maintained at required 25 feet with 20-foot landscape buffer. Rear Setback, along Commercial Tract, is maintained at maximum distance of 5' from edge of Quasi -Public Street easement, with no required landscape buffer. Side Setback, along north property line, is maintained at the required 25 feet with minimum 5' landscape buffer. P.O. Box 1176 1 Wylie, Texas 75298 1 M: 214.215.5066 1 E: Josh@LincolnCE.com Final -Tract 2 SWBC PD Design Statement Page 12 of 6 EXHIBIT C SWBC Anna PD Design Statement November 3, 2022 G. Development Regulations Development standards shall be per MF-2 except where noted herein and shown on PD Concept Plan: 1. Landscape and Open Space Regulations Development will include approximately 25-foot landscape open area along Commercial to be counted towards Open Space calculations. Development proposes two Connectivity Nodes to Commercial tract to be counted as Amenity Areas towards the Open Space requirement. Pool, Event Area, Dog Park, Portion of Clubhouse and other Amenity Areas onsite to be considered 3:1 for required open space requirements. Parking lot terminus islands to be approximately 9' wide with 4' concrete sidewalk, resulting in approximately 100sf landscape area. Parking lot terminus trees may be clustered where parking lot strings exceed 10 spaces. Trees and landscape elements provided along and within Quasi -Public Street to be counted towards required landscape plantings and Open Space area. 2. Private Recreation Areas Required recreation areas to meet the intent of PD Concept Plan. These recreation/amenities areas may include one or more of the following: Pool and Spa, Dog Park, Outdoor Grills and Pergolas, Event Lawn, Fire Pit, Yard Game Area, Commercial Connectivity Nodes, Clubhouse, and multiple outdoor Open Space areas. 3. Vehicle Parking Regulations All vehicle parking to meet intent of the PD Concept Plan: a. Proposed garages and covered parking to be allowed per the PD Concept Plan. b. Parking spaces required shall be provided at a rate of 1.75 spaces per unit and 50% of required parking must be covered, plus 0.25 per dwelling unit for visitor parking evenly dispersed throughout site. c. Parking lot strings may exceed 10 spaces as long as one (1) extra terminus tree is located elsewhere on site. P.O. Box 1176 I Wylie, Texas 752981 M: 214.215.5066 1 E: Josh&incolnCE.com Final - Tract 2 SWBC PD Design Statement Page 13 of 6 EXHIBIT C SWBC Anna PD Design Statement November 3, 2022 4. Dumpster Regulations One (1) 30 cubic yard trash compactors will be provided for the development. Each refuse facility shall be screened from view on three sides from persons standing at ground level on the site or immediately adjoining property, by wall of masonry not less than seven feet nor more than eight feet in height or by an enclosure within a building. Solid metal gates of an equal height to the enclosure height must be provided on the truck collection side of the enclosure. Refuse containers shall be provided and maintained in a manner to satisfy public health and sanitary regulations. SWBC will utilize a valet waste service to collect residents' trash directly on schedule days — valet service to offset the requirement of all units being within 250' of a refuse facility. 5. Sign Regulations All signage and monumentation to meet the intent of the PD Concept Plan: a. Portal signs to be located within landscape islands designating groupings of units. b. One (1) total monument signs proposed for this development along Throckmorton Boulevard at the main entry drive 6. Fence and Screening Regulations All fencing and screening to meet intent of the PD Concept Plan: a. Throckmorton: interior landscaping per City ordinance; b. North Property Line: Living screen along with interior landscaping per City ordinance. c. West Property Line: Buildings to front along future Quasi -Public Street; no fencing required; tree plantings provided along sidewalk within future parallel parking landscape islands. d. Dumpster Enclosure: Screened with landscape foundation plantings and 7' wall shall be of masonry material which shall match the material of adjacent dwelling units. 7. All fagade and building elevations shall adhere to the masonry requirements set forth by the related Development Agreement with the City of Anna. H. Tree Preservation Regulations The following is taken from current Tree Preservation Ordinance: 1. Standards, Section 9.07.011 a. Construction of Multifamily Development i. Protected trees located in a FEMA one -hundred -year floodplain, NRCS lake tree preservation zone, or erosion hazard setback P.O. Box 1176 I Wylie, Texas 75298 1 M: 214.215.50661 E: Josh flUncolnCE.com Final - Tract 2 SWBC PD Design Statement Page 14 of 6 EXHIBIT C SWBC Anna PD Design Statement November 3, 2022 zone shall be subject to all tree replacement and tree protection requirements of this article. ii. In cases other than listed immediately above, all protected trees 18 inches in caliper or greater shall be subject to tree replacement and tree protection requirements except where protected trees must be critically altered to: Install and maintain any utility lines; Dedicate public right-of-way; Construct any public or private streets at the minimum required width only; Provide any required easement up to the minimum width needed to accommodate the required service; Construct any fire lanes at the minimum required width only; Construct any sidewalks; Construct swimming pools; Construct any hike/bike/equestrian trails; Construct any portions of a golf course, park playing field, equestrian center, or school playing field but not including buildings, additional parking, club houses, or ancillary buildings; or Achieve cut and fill drainage as designed in master drainage construction plan, including required retention or detention ponds. Transitional slopes to the original grade that are less steep than the maximum allowed slope shall not be exempt. iii. All other areas of the lot shall be exempt from tree protection and tree replacement requirements of this article. b. Tree Replacement 2. Tree Credits, Section 9.07.013 a. All persons subject to payment of a tree permit fee under this article or any other city ordinance are entitled to apply for a credit for tree planting to offset the amount of the fee ("tree credit"). b. To qualify for a tree credit, the planted tree must measure no less than 2" in diameter at a point on the trunk four feet and six inches above the ground, and be: i. Planted on a property for which the tree permit fee was assessed; or ii. Planted on a property mutually agreed upon by the city and the applicant. P.O. Box 1176 1 Wylie, Texas 75298 1 M: 214.215.50661 E: Josh flUncolnCE.com o Final - Tract 2 SWBC PD Design Statement Page 15 of 6 EXHIBIT C SWBC Anna PD Design Statement November 3, 2022 c. Tree credits shall be calculated and applied as offsets in the same manner as tree permit fees are determined, and subject to the following rules: i. Tree credits shall be equal to the amount of the tree mitigation fee assessed against the person if the property is an existing one - family or two-family dwelling that is the applicant's residence. ii. Tree credits shall be no less than 50 percent of the tree permit fee assessed against the applicant if the property is a residential structure or pertains to the development, construction, or renovation of a residential structure, and the applicant is developing, constructing, or renovating the property for a use other than use as the applicant's residence. iii. Tree credits shall be no less than 40 percent of the tree permit fee assessed against the applicant if the property is not a residential structure or the person is constructing or intends to construct a structure on the property that is not a residential structure. d. Tree credits are only available for planting of trees from the city's approved list of species. e. When any quality tree of 3 inches or more in caliper is preserved that would otherwise have been exempt, credits toward the total inches of caliper of replacement trees required for the development site will be given as per the following formula: i. If the caliper of the preserved exempt tree is 3" - 16", the credit applied will be equal to the caliper of the preserved trees. ii. If the caliper of the preserved exempt tree is greater than 16", the credit applied will be equal to twice the caliper of the preserved tree. f. Tree credits may not be earned for preservation of existing trees located on land required to be dedicated for public right-of-way or easement purposes, unless the property owner can demonstrate the ability to protect the credited trees by way of restrictive covenant or other legal instruments considered satisfactory by the city council. g. Tree credits will not be permitted unless temporary tree protection devices are installed at least to the limit of the critical root zone or the drip line, whichever is greater, during construction activity. The city may, prior to the issuance of a tree permit or allowing any offset of tree permit fees through tree credits, impose additional requirements for tree -planting methods and best management practices to ensure that the tree(s) grow to the anticipated height at maturity. P.O. Box 1176 1 Wylie, Texas 75298 1 M: 214.215.50661 E: Josh@LincolnCE.com Final - Tract 2 SWBC PD Design Statement Page 16 of 6 EXHIBIT C PD DESIGN STATEMENT Tract 3 — NexMetro Anna November 3, 2022 A. Purpose The regulations set forth in this Planned Development (PD) Design Statement provide development standards for a ±23.3-acre Residential Cottage Community, proposed by developer/applicant NexMetro Communities. The boundary of this PD is identified by metes and bounds on the attached Legal Description. The property shall be developed in accordance with these regulations, and PD Concept and Illustrative plans as depicted in attached exhibits. B. General Information The subject property is part of an overall tract currently owned by Caalms Group, LLC. The tract is located at approximately 1,850 linear feet southeast of the intersection of U.S. Highway 75 and White Street (F.M. 455). The property is vacant with minimal tree cover along the eastern portion of the property at Throckmorton Creek, while most of the site slopes/drains to the east/ southeast. C. Current Zoning The subject tract is vacant and currently zoned PD-C. The surrounding zoning classifications are as follows: North: General Commercial District (C-2); Multiple -Family Residential — High Density (MF-2) South: Single -Family Residential — Large Lot (SF-E) East: Multiple -Family Residential — High Density (MF-2); Planned Development- Residential (PD-R) West: U.S. Highway 75 D. Base District This Planned Development shall be subject to all regulations of the "MF-1" Multiple - Family Residential — Medium Density District of the City of Anna Code of Ordinances, as exists or as amended herein. The designation of the base district shall be to affect a zoning map change only (from PD-C to a new PD with a base zoning district of"MF- 1" Multiple -Family Residential — Medium Density) and to establish base development regulations. P.O. Box 1176 1 Wylie, Texas 75298 1 M: 214.215.50661 E: Josh@LlncolnCE.com Final -Tract 3 NexMetro PD Design Statement Page 11 of 7 EXHIBIT C NexMetro Anna PD Design Statement November 3, 2022 E. Land Use Regulations Permitted Uses and Regulations shall be per MF-1 except where noted herein: 1. 'Dwelling Type & Density The PD is intended to provide for development of a Residential Cottage Community, consisting of 211 multi -family detached and duplex dwelling units with a density of approximately 10.2 units per acre. 2. Regulations of Specific Uses All structures (leasing center, dwelling units, garages, etc.) and amenities (pool, spa, dog park, grills, pergolas, fire pits, etc.) to be permitted on one (1) lot. Access and building locations to meet the intent of the PD Concept Plan. 3. Accessory Bugs and Uses All structures to meet intent of the PD Concept Plan with respect to location, size, and number of detached garages (with and without storage closets). F. Dimensional Regulations The dimensional regulations shall be per MF-1 except where noted: 1. Minimum Floor Area The minimum floor area to be 690 square feet (so per dwelling unit to align more with industry standards for a one -bedroom units. All proposed one - bedroom units are located in pairs as attached (duplex) buildings. Two - bedroom units to utilize minimum 980 sf floor area, while three -bedroom units to be minimum 1,265 sf floor area. All units will have a private backyard that is not reflected in the minimum floor areas. 2. Building Setbacks The minimum building setbacks are as follows: Front Setback, along Throckmorton Boulevard, is required to be 25 feet. NexMetro proposes 30-foot building setback with 20-foot landscape buffer. Rear Setback, along Creek, is maintained at the required 25 feet. NexMetro proposes 20-foot landscape buffer. Side Setback, along south property line, is maintained at the required 10 feet with the landscape buffer being within the unit backyards, on the north side of the proposed masonry screening wall. P.O. Box 1176 1 Wylie, Texas 75298 1 M: 214.215.50661 E: Josh@LincolnCE.com Final - Tract 3 NexMetro PD Design Statement Page 12 of 7 EXHIBIT C NexMetro Anna PD Design Statement November 3, 2022 G. Development Regulations Development standards shall be per MF-1 except where noted herein and shown on PD Concept Plan: 1. Landscape and Open Space Regulations Development will include approximately 20-foot landscape open area along Throckmorton Creek to be counted towards Open Space calculations. Development proposes 10-foot landscape buffer along south property line to be contiguous with abutting unit backyards. Pool, Event Area, and Open Space areas onsite to be considered 3:1 for required open space requirements — available landscape area onsite that is outside of LS buffer is more than double requirement of Open Space area. Parking lot terminus islands to be minimum 10' wide with 4' concrete sidewalk, resulting in approximately 106sf landscape area. 2. Private Recreation Areas Required recreation areas to meet the intent of PD Concept Plan. These recreation/amenities areas may include one or more of the following: Pool and Spa, Dog Park, Outdoor Grills and Pergolas, Event Lawn, Fire Pit, and multiple Open Space areas. 3. Public Recreation Areas Optional Public Park in northeast corner of tract to be dedicated to City. Park to include parking and trail connection at Throckmorton Creek. Proposed 10-foot trail along east side of Throckmorton Boulevard. Trail to meander in/out of public right-of-way and 20' landscape buffer on developer's lot. See picture below for example: r- P.O. Box 1176 Wylie, Texas 75296 1 M: 214.215.5066 I E: Josh@LincolnMcom Final -Tract 3 NexMetro PD Design Statement Page 13 of 7 EXHIBIT C NexMetro Anna PD Design Statement November 3, 2022 4. Vehicle Parking Regulations Garages and covered parking to be allowed per the PD Concept Plan. Based upon an independent parking study of existing NexMetro developments, this product yields a parking space demand of 0.75 spaces per bedroom, which equates to 1.85 spaces per unit in a 1, 2, and 3 bedroom unit mix. For this project, NexMetro proposes a minimum of two (2.0) parking spaces per unit, including surface, covered, and garage parking spaces (resident and visitor). NexMetro is proposing a departure from the MF-1 requirement that 75% of required parking must be covered. Per the Site Data Summary table NexMetro proposes to assign either a covered space or garage space with every unit, ensuring a 50% covered parking per unit ratio across the site (2 parking spaces per unit). When referencing other NexMetro developments across the Dallas - Fort Worth metroplex, it should be noted that the proposed Concept Plan ranks near the top of all projects to date in terms of parking ratios. 5. Dumoster Regulations There shall be available at all times at least six cubic yards of refuse container per 30 multifamily dwelling units. Each refuse facility shall be screened from view on three sides from persons standing at ground level on the site or immediately adjoining property, by a wall of masonry. Each refuse facility shall be located so as to provide safe and convenient pickup by refuse collection agencies. NexMetro will utilize a valet trash service to offset the requirement of all units being within 250' of a refuse facility. 6. Sign Regulations All signage and monumentation to meet the intent of the PD Concept Plan: a. Portal signs to be located within landscape islands designating groupings of units. b. Two (2) total monument signs proposed for this development along Throckmorton Boulevard. 7. Fence and Screening Regulations All fencing and screening to meet intent of the PD Concept Plan: a. Throckmorton: 6' ornamental fence with masonry columns every 50 linear feet, along with interior landscaping when not adjacent to unit back yards; 6' board -on -board wooden fence with masonry columns every 50 linear feet when adjacent to unit backyards. b. East Property Line: 6' ornamental fence with masonry columns every 100 linear feet; c. South Property Line: 6' masonry screening wall to a point along the southeast open space area at the flood plai n/creek; d. Unit Backyards: 6' wood fencing to be utilized for unit backyards; P.O. Box 1176 1 Wylie, Texas 75298 1 M: 214.215.50661 E: Josh@LincolnCE.com Final -Tnact 3 NexMetc PD Design Statement - Page 14 of 7 EXHIBIT C NexMetro Anna PD Design Statement November 3, 2022 e. Dumpster Enclosures: Screened with landscape foundation plantings and 7' wall shall be of masonry material which shall match the material of adjacent dwelling units. 8. Cottage community building separation minimum to be 8-feet (foundation to foundation). Typical unit spacing onsite is 10-feet. All resident units to be fire sprinkled per NFPA-13D requirements. 9. Cottage community to be 1 story max height residential buildings. 10. Cottage community open space to be per PD Concept Plan and as described herein. 11.AI1 residential structures shall adhere to the International Residential Code. 12.AI1 fagade and building elevations shall adhere to the masonry requirements set forth by the related Development Agreement with the City of Anna. H. Tree Preservation Regulations The following is taken from current Tree Preservation Ordinance: 1. Standards, Section 9.07.011 a. Construction of Multifamily Development i. Protected trees located in a FEMA one -hundred -year floodplain, NRCS lake tree preservation zone, or erosion hazard setback zone shall be subject to all tree replacement and tree protection requirements of this article. ii. In cases other than listed immediately above, all protected trees 18 inches in caliper or greater shall be subject to tree replacement and tree protection requirements except where protected trees must be critically altered to: Install and maintain any utility lines; Dedicate public right-of-way; Construct any public or private streets at the minimum required width only; Provide any required easement up to the minimum width needed to accommodate the required service; Construct any fire lanes at the minimum required width only; Construct any sidewalks; Construct swimming pools; Construct any hike/bike/equestrian trails; P.O. Box 1176 I Wylie, Texas 75298 I M: 214.215.50661 E: Josh@LincolnCE.com Final - Tract 3 NexMetro PD Design Statement Page 15 of 7 EXHIBIT C NexMetro Anna PD Design Statement November 3, 2022 Construct any portions of a golf course, park playing field, equestrian center, or school playing field but not including buildings, additional parking, club houses, or ancillary buildings; or Achieve cut and fill drainage as designed in master drainage construction plan, including required retention or detention ponds. Transitional slopes to the original grade that are less steep than the maximum allowed slope shall not be exempt. iii. All other areas of the lot shall be exempt from tree protection and tree replacement requirements of this article. b. Tree Replacement 2. Tree Credits, Section 9.07.013 a. All persons subject to payment of a tree permit fee under this article or any other city ordinance are entitled to apply for a credit fortree planting to offset the amount of the fee ("tree credit"). b. To qualify for a tree credit, the planted tree must measure no less than 2" in diameter at a point on the trunk four feet and six inches above the ground, and be: i. Planted on a property for which the tree permit fee was assessed; or ii. Planted on a property mutually agreed upon by the city and the applicant. c. Tree credits shall be calculated and applied as offsets in the same manner as tree permit fees are determined, and subject to the following rules: i. Tree credits shall be equal to the amount of the tree mitigation fee assessed against the person if the property is an existing one - family or two-family dwelling that is the applicant's residence. ii. Tree credits shall be no less than 50 percent of the tree permit fee assessed against the applicant if the property is a residential structure or pertains to the development, construction, or renovation of a residential structure, and the applicant is developing, constructing, or renovating the property for a use other than use as the applicant's residence. P.O. Box 1176 1 Wylie, Texas 75298 1 M: 214.215.5066 1 E: Josh@LincolnCE.com Final Tract 3 NexMetro PD Design Statement EXHIBIT C NexMetro Anna PD Design Statement November 3, 2022 iii. Tree credits shall be no less than 40 percent of the tree permit fee assessed against the applicant if the property is not a residential structure or the person is constructing or intends to construct a structure on the property that is not a residential structure. d. Tree credits are only available for planting of trees from the city's approved list of species. e. When any quality tree of 3 inches or more in caliper is preserved that would otherwise have been exempt, credits toward the total inches of caliper of replacement trees required for the development site will be given as per the following formula: 1. If the caliper of the preserved exempt tree is 3" - 16", the credit applied will be equal to the caliper of the preserved trees. ii. If the caliper of the preserved exempt tree is greater than 16", the credit applied will be equal to twice the caliper of the preserved tree. f. Tree credits may not be earned for preservation of existing trees located on land required to be dedicated for public right-of-way or easement purposes, unless the property owner can demonstrate the ability to protect the credited trees by way of restrictive covenant or other legal instruments considered satisfactory by the city council. g. Tree credits will not be permitted unless temporary tree protection devices are installed at least to the limit of the critical root zone or the drip line, whichever is greater, during construction activity. The city may, prior to the issuance of a tree permit or allowing any offset of tree permit fees through tree credits, impose additional requirements for tree -planting methods and best management practices to ensure that the tree(s) grow to the anticipated height at maturity. P.O. Box 1176 I Wylie, Texas 75298 1 M: 214.215.50661 E: Josh@LincolnCE.com Final - Tract 3 NexMetro PD Design Statement Page 17 of 7 R'YLUAQ ! G' 3 Ire, Wz P`y^- - !#sayTAYLOR•8L'VDn: QOUNTY ROAD 284 _i' '`. Es.y.`< IN411110i AlIA1411.N j ynlnrl r Fr p"1' , NAv'li _e SQL .,• tt i4 V .. "• f p 8'C,1 opl°• ` } iB}Iraq i < 49 LL7 • • •a• CAI I1 Q7 '1 ' • 6 NiC 47 W C9 1 (,x9" E7 67 CAW J 1 VIIII IIIIIIIIIII IIINIIIIn11t4 Nlllw1111111111111 1 wl 111 Multi nwun n_II noon 11 nn 9 ®IB ®Y RED,-, jj VICINITY MAP VVVVVJI o 5 4 awO CONCEPT P LANo1.a nx.x.1D ec NEXMETRO/SWBC ANNA 64.85 ACRES VACANT LAND) A DEUII M;(MAC DI IBefYINOM.. MTOx 9uxVlY OFN. weenmw e.np..nm in vs COLLIN COUNTY.TIXgS G.ucl un'uE' i.i ea'Pr.l'lmmia Na,.nYr(]DIS CPl R'YLUAQ ! G' 3 Ire, Wz P`y^- - !#sayTAYLOR•8L'VDn: QOUNTY ROAD 284 _i' '`. Es.y.`< Item No. 7.b. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Gregory Peters AGENDA ITEM: Consider/Discuss/Action on a Resolution directing the City Attorney and City Manager to prepare an amendment to the existing development agreement approved on April 12, 2022 via Resolution 2022-04-1142, per a request from NRP Group for additional time on the project schedule. (Assistant City Manager Greg Peters) SUMMARY: On April 12, 2022, the City of Anna entered into a development agreement with Anna31 Retail, LP pertaining to development and design regulations for a multi-family development on the east side of US 75 and south of FM 455. (Resolution 2022-04- 1142) NRP Group is the developer of the proposed multi-family project. The development agreement has specific deadlines for progression of the multi-family component of the project as outlined in Section 4 and 5 of the agreement. The specific deadlines identified in Section 4 of the agreement are (paraphrased for presentation purposes): 1. Within 45 days after City Council approval of the zoning change, Owner will have submitted a replant of the property. 2. Within 180 days after the City has approved the replat, Owner shall have submitted a site plan, landscaping plan, lighting plan, replant showing easements, and civil plans. 3. A preconstruction meeting between the Owner and City staff shall occur within 60 days of final approval of the civil plans. 4. Site construction pursuant to final approved civil plans must commence within 90 days after the pre-construction meeting. 5. Owner must submit plans and specifications for the buildings no later than 150 days after civil plans are approved by the City. Owner must submit an application for a building permit within 60 days of City acceptance of civil construction and public improvements. 6. Recordation of the multi-family final plat must occur within 420 days of the commencement of site construction. 7. Vertical construction pursuant to the building plans must commence within 120 days after obtaining a building permit. NRP Group is requesting an amendment to the agreement in order to allow for additional time for items 3 through 7. Per the terms of the agreement, if the developer is found to be in default of the agreement, the City has specific remedies available, as defined in Section 5, including (paraphrased for presentation purposes): A. Withholding of utilities, permits, and other approvals. B. Liquidated damages in the sum of $2,000 per day for each failure to materially comply with the development standards. The City Attorney and City Manager are prepared to work with attorneys from NRP Group on an amendment to the development agreement to include the additional time requested by NRP Group. If the City Council approves the attached Resolution, the City will begin the process of amending the agreement, which will be placed on a future City Council Agenda for approval. City staff does not have a recommendation of approval or disapproval of this item. The intended purpose of development agreement deadlines has been met for this project. Since the developer is not able to meet the deadlines identified in the original agreement, the developer is required to come to the City Council to formally request additional time. Staff recommends for the City Council to receive the developer's request, review the request as it pertains to the needs of the community, and ask the developer questions as necessary to consider approval. Staff has requested the developer to be present and available to answer questions. FINANCIAL IMPACT: This item has no direct financial impact to the City. However, the development will generate impact fees and increase the taxable value of the property. BACKGROUND: Historically, the City of Anna has faced challenges with developers not moving projects forward. A previous City Council was concerned that properties would continue to receive entitlements for specific land uses, but that such entitlements would not result in completed projects. In 2019, the Council directed staff to include deadlines in all development agreements, in order to ensure that properties which receive zoning changes and entitlements continue to move forward. Projects which miss deadlines would be subject to a "Deadline Default." STRATEGIC CONNECTIONS: This item has no strategic connection. ATTACHMENTS: 1. Resolution - Authorization to Amend Anna 31 Retail Development Agreement - with exhibit A 2. Original Agreement - Res 2022-04-1142 Anna 31 Retail Dev Agree 3. NRP Project Location Map 4. NRP Site Plan 5. Zoning Ord 972-2022 Rezoning Anna Retail Add CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS DIRECTING THE CITY ATTORNEY AND CITY MANAGER TO ATTEMPT TO NEGOTIATE A PROPOSED AMENDMENT TO THE DEVELOPMENT AGREEMENT APPROVED BY THE CITY COUNCIL IN RESOLUTION 2022-04-1142, AND PLACE THE PROPOSED AMENDMENT ON A FUTURE CITY COUNCIL AGENDA FOR DISCUSSION AND CONSIDERATION, WITH AN EFFECTIVE DATE. WHEREAS, the City of Anna, Texas entered into a development agreement with Anna 31 Retail, LP on April 12, 2022 in Resolution 2022-04-1142, which is attached hereto as “Exhibit “A,”; and WHEREAS, the Developer of the property has not met the required deadlines for meetings and construction of improvements as identified in the development agreement for the project; and WHEREAS, the Developer is requesting for the City to extend the deadlines identified in Section 4 of the original agreement, and make certain amendments pertaining to the timing, schedule, and other requested amendments; and WHEREAS, the City Council desires that the City Attorney and City Manager negotiate to make proposed amendments to the development agreement to reasonably extend the deadlines in the development agreement, make certain amendments to the timing, schedule, and other reasonable amendments as determined by the City Attorney, and place the proposed amendment on a future City Council meeting for approval; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Authorization of Amendments. The City Council of the City of Anna, Texas, directs the City Attorney and City Manager to negotiate for proposed amendments to the development agreement approved in Resolution 2022-04-1142 to reasonably extend deadlines identified in Section 4 of the agreement, make other proposed amendments including modifications to the terms of the impact fee reimbursement, and place the amended agreement on a future City Council Agenda for discussion and consideration. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this day of September 2024. ATTEST: APPROVED: City Secretary, Carrie Land Mayor, Pete Cain Exhibit A (following Page) CITY OF ANNA, TEXAS RESOLUTION NO.eA-!: t1 40'ot A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT AGREEMENT WITH ANNA 31 RETAIL, LP, RELATING TO DEVELOPMENT AND DESIGN REGULATIONS FOR MULTIPLE -FAMILY RESIDENCE DEVELOPMENT GENERALLY LOCATED ON THE EAST AND WEST SIDE OF THROCKMORTON BOULEVARD, 370± FEET SOUTH OF W. WHITE STREET (FM 455). WHEREAS, Anna 31 Retail LP, is the Property Owners of real estate generally located on the east and west sides of Throckmorton Boulevard, 370± feet south of W. White Street FM 455); and WHEREAS, Property Owners desire to rezone the subject property to allow residential uses; and WHEREAS, Property Owner has agreed to development and design regulations should the City approve rezoning the property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval The City Council hereby approves the Development Agreement with Anna 31 Retail, LP, attached hereto as Exhibit A, and raes and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and take all other actions necessary to finalize, act under and enforce the Agreement. PASSED by the City Council of the City of Anna, Texas, on this 12th day of April 2022, ATTESTED: Carrie L. Land, City Secretary u++1111I Ilea/,/P P ROVE D NJAPike, Mayor TES\ \\\ l111t11111\\11\ EXHIBIT "11A" PROPERTY DESCRIPTION Exhibit 1 PROPERTY DESCRIPTION Being a 12.87 acre tract of land located in the Thomas Rattan Survey, Abstract Number 782, Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number M220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 12.87 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMMENCING at a found 5/8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Easting 2552835.6, on the east right-of-way line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East (Grid Bearings based on said Texas Coordinate System), with the south line of said said Lot 3, a distance of 369.85 feet to the POINT OF BEGINNING of the herein described tract; THENCE North 01 degrees 02 minutes 37 seconds West, across said Lot 3, a distance of 508.22 feet to a set 1/2" iron rod with a cap stamped "ypassociates.com"; THENCE North 88 degrees 57 minutes 22 seconds East, continuing across said Lot 3, a distance of 69.28 feet to a point for corner; THENCE North 01 degrees 03 minutes 24 seconds West, continuing across said Lot 3, a distance of 24.87 feet to a point for corner from which a found 1/2" iron rod with a cap stamped "ypassociates.com" at an angle point on the north line of said Lot 3 bears North 01 degrees 03 minutes 24 seconds West, a distance of 26.13 feet; THENCE North 88 degrees 52 minutes 55 seconds East, continuing across said Lot 3, a distance of 900.32 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears South 23 degrees 38 minutes 38 seconds East, a distance of 114.66 feet; THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 08 degrees 53 minutes 12 seconds an arc length of 114.77 feet to a point for corner at the beginning of a curve to the right having a radius of 660.00 feet and whose chord bears South 14 degrees 35 minutes 12 seconds East, a distance of 308.16 feet; THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 311.03 feet to a point for corner, THENCE South 01 degrees 05 minutes 11 seconds East, continuing across said Lot 3, a distance of 128.81 feet to a point of corner from which a found 5/8" iron rod at the southeast corner of said Lot 3 bears North 88 degrees 57 minutes 21 seconds East, a distance of 180.20 feet; THENCE South 88 degrees 57 minutes 21 seconds West, with the south line of said Lot 3, a distance of 1085.91 feet to the POINT OF BEGINNING and containing 12.87 acres, or 560,585 square feet of land, more or less. EXHIBIT 10 PROPERTY DESCRIPTION Exhibit 1 PROPERTY DESCRIPTION Being a 2.52 acre tract of land located in the Thomas Rattan Survey, Abstract Number 782, Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number 20220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 2.52 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMENCING at a found 5/8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Easting 2552835.6, on the east right-of-way line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East (Grid Bearings based on said Texas Coordinate System), with the south line of said Lot 3, a distance of 1635.97 feet to a found 5/8" iron rod at the southeast corner of said Lot 3; THENCE North 02 degrees 45 minutes 07 seconds West, with the east line of said Lot 3, a distance of 59.39 feet to the POINT OF BEGINNING of the herein described tract; THENCE South 88 degrees 57 minutes 21 seconds West, across said Lot 3, a distance of 88.00 feet to a point for corner; THENCE North 45 degrees 32 minutes 35 seconds West, continuing across said Lot 3, a distance of 14.97 feet to a point for corner; THENCE North 01 degrees 05 minutes 11 seconds West, continuing across said Lot 3, a distance of 58.82 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears North 14 degrees 35 minutes 12 seconds West, a distance of 345.51 feet; THENCE Northwesterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 348.73 feet to a point for corner at the beginning of a curve to the right having a radius of 656.66 feet and whose chord bears North 14 degrees 34 minutes 09 seconds West, a distance of 308.55 feet; THENCE Northwesterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 10 minutes 34 seconds an arc length of 311.46 feet to a point for corner on the north line of said Lot 3, from which a found 1/2" iron rod with cap stamped "ypassociates.com" bears South 88 degrees 54 minutes 49 seconds Westa distance of 1272 , . feet; THENCE North 88 degrees 54 minutes 49 seconds East, with the north line of said Lot 3, a distance of 230. 56 feet to a found 1/2" iron rod with cap stamped "ypassociates.com" at the northeast corner of said Lot 3; THENCE South 02 degrees 45 minutes 07 seconds East, with the east line of said Lot 3, a distance of 705. 88 feet to the POINT OF BEGINNING and containing 2.52 acres, or 109,799 square feet of land, more or less. I k.'PA2El. SR. N Nr e Wa 82_ vA.e EXHIBIT " 2" DEPICTION OF PROPERTY ci cj 00 mz N 4 CTI - 4 N Ln W 0) W N 7° 36' S6 „ E N12 1650550 22' 45 „ E 3010 31 J I 00 N CJi N J 121 S2° 45' 07" E 11 3. 06' N2 59 32A E 7" 30;' i l 1 '` 31 I 02' 59" Wi 1 i 1 ° 05' 42"; I199. 08' 4131 i00 212. 76' 367. 79' C , - LIMA . i0. a.. ; . s rdY[ A ALI5f- ` ' At 9 5 _ 5 IS At tw _„ _ A A '. s LIN LLII Lot Ip1 k 1{ f AW7 - 11 Or A j LI ALLALL kr6: b DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered effective as of April 12, 2022 (the "Effective Date") between and among the City of Anna, Texas, a home -rule municipality (the "City") and Anna 31 Retail, LP, a Texas limited partnership ("Owner") as follows: RECITALS WHEREAS, the Owner is the sole owner of 15.4± acres of real property located wholly within the City's corporate limits and described in Exhibit 1A and Exhibit 1 B and depicted on Exhibit 2, (the "Property"); and, WHEREAS, the Property is subject to City Regulations, including without limitation the City's zoning regulations; and, WHEREAS, the current zoning classification of the Property is C-2 General Commercial District the "Original Zoning Classification"); and, WHEREAS, Owner has applied to rezone the Property to allow for Planned Development - Multiple -Family - High Density (PD-MF-2) to allow for multiple -family residences with modified development standards (the "Zoning Change"); and, WHEREAS, the City's Planning &Zoning Commission and City Council have given the requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law; and, WHEREAS, in the event that the Property is rezoned, the City and Owner desire to enter into this Agreement to establish development and design regulations to ensure that future development is appropriate for the area and fits in well with adjacent properties; and, WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede City Regulations only to the extent that any such City Regulations directly conflict with the terms of this development agreement; and, NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION I. RECITALS INCORPORATED. DEVELOPMENT AGREEMENT Page 1 The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by Owner and the City. SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS. A. Development and use of the Property, including, without limitation, the construction, installation, maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with City Regulations unless expressly stated to the contrary in this Agreement. It is expressly understood and to include but are not limited to City Code provisions, ordinances, design standards, uniform codes, zoning regulations not affected by this Agreement, and other policies duly adopted by the City including without limitation any such regulations or requirements that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"), which are collectively incorporated herein as if set forth in full for all purposes; provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. For purposes of this Agreement, "City Regulations" mean the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including, without limitation, all development fees), design standards, and other policies duly adopted by the City; provided, however, that as it relates to public infrastructure for any given phase of the Project, the applicable construction standards (including, without limitation, uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. B. With respect to all structures/development within the Dr) -RAC: -2 Zoning District, Owner agrees to comply and/or to cause all other persons or entities to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards, which are incorporated herein as if set forth in full for all purposes, and with the following standards (in the event of any conflict, the following listed standards shall govern). Notwithstanding the foregoing, a Subsequent Owner upon a Closing (as hereinafter defined) must agree in writing to assume Owner's responsibilities set forth herein. For purposes of this Agreement the term "Subsequent Owner" means any person or entity that acquires all or any part of the Property from Owner or Owner's successor in title to the Property or any part thereof Multiple -Family Residence Buildings A. All multi -family buildings and structures shall have at least seventy percent (70%), for DEVELOPMENT AGREEMENT Page 2 the first three stories of the total exterior walls above grade level, excluding doors and windows, and recessed balcony areas (should be allowed as plane break), constructed of masonry (brick, stone, pre -cast stone, and other similar veneer material) or Stucco materials with no more than (30%) consisting of cementitious siding (Hardie products). B. Roofing materials for buildings and structures must be architectural roof shingles, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstances shall three -tab shingles be used as roofing material. C. Accessory buildings shall use similar bung and roofing materials as those used on the primary buildings. D. A covered entry area shall be designed at the main entry to each building. E. A minimum of 75% of all units must have one of the following design features: 1) true balcony, stoop, or patio to create outdoor living space. F. Four architectural design features are required on facades facing public streets, parking and common areas. Acceptable architectural design features may include but are not limited to: 1) Articulation of building facade, 2) Extensions to the building through bay or box windows, and other similar features projecting out from the facade, 3) A horizontal change in building materials between stories of a building, 4) Variation in building materials between vertical intervals, 5) Variations in window placement, 6) Architectural features such as shutters, awnings, dormers, chimneys, decorative moldings or ornamental details, and 7) Roof height, pitch, ridgelines and materials shall be varied to create visual interest and avoid repetition. SECTION 3. NOTICES. Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: DEVELOPMENT AGREEMENT Page 3 To City: City Manager City of Anna 111 North Powell Parkway PO Box 776 Anna, exas 75409T To Owner: Anna 31 Retail, LP c/o David E Claassen 8400 Westchester Dr, Dallas, TX 75225 Suite 300 SECTION 4. DEADLINES, MODIFICATIONS OR TERMINATION. A. This Agreement may only be modified and/or terminated as follows: (a) by mutual written agreement of the City and Owner or, after a Closing (as hereinafter defined), by a Subsequent Owner instead of Owner; and/or (b) unilaterally by City upon default of the Owner or Subsequent Owner. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the Zoning Change on or before the 12th day of April 2022. The parties acknowledge and agree that the rezoning of the Property is a legislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property. B. Owner or any Subsequent Owner shall be obligated under this Agreement to timely meet the following deadlines: 1. Within 45 days after City Council approval of the Zoning Change, Owner will have submitted a replat of the Property. 2. Within 180 days after the City has approved and signed the Replat, Owner shall have submitted a site plan, landscaping plan, lighting plan, replat (showing easements, fire lanes and utilities for the multi -family development), and civil plans. 3. A preconstruction meeting between Owner and City staff shall occur within 60 days of final approval of the civil plans. 4. Site construction pursuant to final approved civil plans must commence within 90 days after the preconstruction meeting. DEVELOPMENT AGREEMENT Page 4 5. Owner must submit plans and specifications for the buildings and other improvements not part of the civil plans (the "Building Plans") no later than 150 days after civil plans are approved by the City. After the last to occur of (a) approval of the Building Plans by the City of Anna, (b) completion of all construction pursuant to civil plans, (c) acceptance of all civil construction and public improvements by the City of Anna, and (d) recordation of the multi -family development final replat, Owner must submit an application for a building permit within 60 days thereafter (including without limitation the payment of all fees due to the City as required to develop the Property). 6. Recordation in the Official Records of Collin County, Texas of multifamily development final replat must occur within 420 days of commencement of site construction. 7. Vertical construction pursuant to the Building Plans for approved structures must commence within 120 days after the later to occur of the recordation of final multi -family development replat and obtaining a building permit. C. Not by way of limitation as to other material terms and conditions, the deadlines stated above are material terms and conditions of this Agreement and any failure to meet any of the deadlines above (each, a "Deadline Default") is a material default under this Agreement. In addition to all other remedies that the City may enforce under this Agreement or that is available to the City at law or in equity in the event of a Deadline Default, the City may in its sole discretion initiate and pursue a zoning case to change the zoning classification back to the Original Zoning Classification. In the event that the City initiates such a zoning case after a Deadline Default, the Owner shall not oppose the zoning case and shall be deemed to have fully and irrevocably released and waived any claim, cause of action, litigation or other challenge or proceeding to such zoning case on any legal basis or theory whatsoever. SECTION 5. DEFAULT. If Owner, its heirs, successors or assigns or any Subsequent Owner of the Property or any part thereof fails to comply with any of the material terms and conditions included in this Agreement such defaulting owner referenced herein as "Defaulting Owner"), the City will have the following non-exclusive and cumulative remedies. A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building DEVELOPMENT AGREEMENT Page 5 permits and certificates of occupancy. B. The Defaulting Owner shall be liable to pay to the City the sum of $2,000 for each failure to materially comply with the development standards set forth of this Agreement. The Defaulting Owner shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. In the event of a breach that is not timely cured as set forth below, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide any subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur C. The non -defaulting party will additionally have any and all remedies available to it at equity or in law. Notwithstanding the foregoing, a Defaulting Owner shall not be liable for the remedies under this section unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after forty-five (45) calendar days following receipt of written notice from the City provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). SECTION 6. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. This Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement runs with the land and is binding on all subsequent owners of the Property or any portions thereof. This section shall be construed liberally to ensure the Parties' intent that this Agreement shall be enforceable regardless of any change of ownership of or interest in the Property. Notwithstanding anything to the contrary in this Section 6 or elsewhere in this Agreement, if the Owner or a Subsequent Owner (the "Transferor") conveys, assigns, or transfers its entire interest in the Property or a DEVELOPMENT AGREEMENT Page 6 part thereof (the "transferred Property") to a Subsequent Owner (the "Transferee") who assumes Transferor's obligations under this Agreement with respect to the transferred Property, the Transferor shall be automatically released from its obligations under this Agreement relating to the transferred Property subsequent to the date of transfer. SECTION 7. INDEMNIFICATION AND HOLD HARMLESS. THE OWNER OR ANY SUBSEQUENT OWNER OF THE PROPERTY IN THE EVENT OF A CLOSING (THE "INDEMNIFYING PARTY") HEREBY COVENANTS AND AGREES TO RELEASE DEFEND HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS OFFICERS AGENTS SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD -PARTY CLAIMS SUITS JUDGMENTS DAMAGES, AND DEMANDS AGAINST THE CITY WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES RELATED EXPENSES EXPERT WITNESS_FEES CONSULTANT FEES AND OTHER COSTS (TOGETHER "CLAIMS"), ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF ITS EMPLOYEES CONTRACTORS SUBCONTRACTORS, MATERIAL MEN AND AGENTS, IN CONNECTION _ WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE DEVELOPMENT STANDARDS AND/OR ANY OTHER GOVERNING REGULATIONS; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION, THE INDEMNIFYING PARTY SHALL NOT HOWEVER BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE OR BY THE CITY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE INDEMNIFYING PARTY AND THE CITY THE INDEMNIFYING PARTY'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY'S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY FURTHER COVENANTS AND AGREES TO RELEASE DEFEND HOLD HARMLESS,_ AND INDEMNIFY THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY AS OF THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES' REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY' OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT AGREEMENT Page 7 DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. At no time shall the City have any control over or charge of the design, construction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This section shall survive the termination %J this Agreement. SECTION 8. RECORDATION. This document, including all Exhibits, may be recorded in the Official Records of Collin County, Texas. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Owner represents and warrants to the City that the Owner owns the Property and that this Agreement is binding and enforceable on the Property. Owner may sell the Property or a part thereof to a person or entity (the "Closing") prior to commencement of site construction on the property sold, and in such event the Subsequent Owner shall be required to acknowledge and assume all obligations, liabilities and indemnifications under this Agreement. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. ESTOPPEL. On or before 15 days after receipt of a written request from an owner of the Property that desires to transfer its interest in the Property or borrow money secured by a mortgage or deed of trust against the Property or a prospective transferee of an owner's interest or an DEVELOPMENT AGREEMENT age existing or prospective mortgagee, the City will execute and deliver an estoppel certificate stating that, to the best of the City 's knowledge: (i) the transferring or borrowing owner is not in default under this Agreement; and (ii) this Agreement is in full force and effect and whether there are any amendments thereto. SECTION 14. FORCE MAJEURE. Whenever a period of time is prescribed in this Agreement for a Party (the "ActincLParty") to take an action (other than a payment obligation), the Acting Party will not be liable or responsible for, and there will be excluded from the computation of any such time period, the period of time (the Force Majeure Period") of delays caused by strikes, riots, acts of God, pandemic, enemy action, shortages of labor or materials, war, acts of terrorism, flood, fire, explosion, unavoidable casualty, or any other causes that are beyond the reasonable control of the Acting Party or any of its employees, agents, or contractors, but not any economic hardship, changes in market conditions, and insufficiency of funds ("Force Maleure"). However, a date will only be extended by a Force Majeure Period if the Acting Party gives notice to the other Party of the occurrence or commencement of the event that constitutes Force Majeure within ten days after the Acting Party knows of the existence or commencement of such event, and claims (in such notice) that such event constitutes Force Majeure. A Party that has claimed the right to temporarily suspend its performance under this section shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party 's performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. SECTION 15. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. signature page follows] DEVELOPMENT AGREEMENT Page CITY OF AN By: Jim' PrgL;e, City Manager IN WITN")o WHEREOF STATE OTEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the 161g"t day of 2022, appeared Jim Proce, known to me (or proved to me) to be the person whos6 name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. otary Public, State of Texas Anna 31 Retail, LP, a Texas limited partnership By: DEC Properties, L.L.C., its general By: David E. Claassen, its Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN CARRIE L. LAND My Notary ID # 11419404 Expires February 4, 2023 Before me, the undersigned notary public, on the day of ,2022 appeared David E. Claassen, known to me (or proved to me) to be the pers n whose name is subscribed to the foregoing instrument, and acknowledged to me and verified under oath that he/she executed the same in his/her capacity as Manager of DEC Properties, LLC, in its capacity as General partner of Anna 31 Retail, LP. of Texas KYMBERLY JANE DONACHIE My Notary ID # 12I31309066 Expires November 22, 2023 DEVELOPMENT AGREEMENT Page 10 EXHIBIT "1A" PROPERTY DESCRIPTION PROPERTY DESCRIPTION Being a 2.52 acre tract of land located in the Thomas Rattan Survey, Abstract Number 7820 Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number 20220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 2.52 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMENCING at a found 5J8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Fasting 2552835.6, on the east right-of-way line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East Grid Bearings based on said Texas Coordinate System), with the south line of said Lot 3, a distance of 1635.97 feet to a found 5/8" iron rod at the southeast corner of said Lot 3; THENCE North 02 degrees 45 minutes 07 seconds West, with the east line of said Lot 3, a distance of 59.39 feet to the POINT OF BEGINNING of the herein described tract; THENCE South 88 degrees 57 minutes 21 seconds West, across said Lot 30 a distance of 88.00 feet to a point for corner; THENCE North 45 degrees 32 minutes 35 seconds West, continuing across said Lot 3, a distance of 14.97 feet to a point for corner; THENCE North 01 degrees OS minutes 11 seconds West, continuing across said Lot 3, a distance of 58.82 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears North 14 degrees 35 minutes 12 seconds West, a distance of 345.51 feet; THENCE Northwesterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 348.73 feet to a point for corner at the beginning of a curve to the right having a radius of 656.66 feet and whose chord bears North 14 degrees 34 minutes 09 seconds West, a distance of 308.55 feet; THENCE Northwesterly, continuing across said lot 3 with said curve to the left through a central angle of 27 degrees 10 minutes 34 seconds an arc length of 311.46 feet to a point for corner on the north line of said Lot 3, from which a found 1/2" iron rod with cap stamped "ypassociates.com" bears South 88 degrees 54 minutes 49 seconds West, a distance of 12.72 feet; THENCE North 88 degrees 54 minutes 49 seconds East, with the north line of said Lot 3, a distance of 230.56 feet to a found 1J2" iron rod with cap stamped "ypassociates.com" at the northeast corner of said Lot 3; THENCE South 02 degrees 45 minutes 07 seconds East, with the east line of said Lot 3, a distance of 705.88 feet to the POINT OF BEGINNING and containing 2.52 acres, or 109,799 square feet of land, more or less. t YAZEl JR EXHIBIT "1 B" PROPERTY DESCRIPTION PROPERTY DESCRIPTION Being a 12.87 acre tract of land located in the Thomas Rattan Survey, Abstract Number 782, Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number 20220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 12.87 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMMENCING at a found 5/8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Easting 2552835.6, on the east right-of4ay line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East (Grid Bearings based on said Texas Coordinate system), with the south line of said said Lot 3, a distance of 369.85 feet to the POINT OF BEGINNING of the herein described tract; THENCE North 01 degrees 02 minutes 37 seconds West, across said Lot 31 a distance of 508.22 feet to a set 1/2" iron rod with a cap stamped "ypassociates.com"; THENCE North 88 degrees 57 minutes 22 seconds East, continuing across said Lot 3, a distance of 69.28 feet to a point for corner; THENCE North 01 degrees 03 minutes 24 seconds West, continuing across said Lot 3, a distance of 24.87 feet to a point for corner from which a found 1/2" iron rod with a cap stamped "ypassociates.com" at an angle point on the north line of said Lot 3 bears North 01 degrees 03 minutes 24 seconds West, a distance of 26.13 feet; THENCE North 88 degrees 52 minutes 55 seconds East, continuing across said Lot 3, a distance of 900.32 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears South 23 degrees 38 minutes 38 seconds East, a distance of 114,66 feet; THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 08 degrees 53 minutes 12 seconds an arc length of 114.77 feet to a point for corner at the beginning of a curve to the right having a radius of 660.00 feet and whose chord bears South 14 degrees 35 minutes 12 seconds East, a distance of 308.16 feet, THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 311.03 feet to a point for corner; THENCE South 01 degrees 05 minutes 11 seconds East, continuing across said Lot 3, a distance of 128.81 feet to a point of corner from which a found 5/8" iron rod at the southeast corner of said Lot 3 bears North 88 degrees 57 minutes 21 seconds East, a distance of 180.20 feet; THENCE South 88 degrees 57 minutes 21 seconds West, with the south line of said Lot 3, a distance of 1085.91 feet to the POINT OF BEGINNING and containing 12.87 acres, or 560,585 square feet of land, more or less. EXHIBIT " 2" DEPICTION OF PROPERTY 00 00 M Z N V V E 165. 55' N12' 22' 45» 30104, e N2r. 4 OD 11 t0 CA f W` \ \ 121, 70 t \ 1 S1' 02' 37" pp din 00 cn — — to t o or z 1 00 --- - I cn 1 ` 02' 59 VIA 11' 05' 42' I 99. 08 i 00 212. 76 Mil 00 Do 67. 79' S2' 45' 07" E 11 3406' MR CITY OF ANNA, TEXAS RESOLUTION NO.eA-!: t1 40'ot A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT AGREEMENT WITH ANNA 31 RETAIL, LP, RELATING TO DEVELOPMENT AND DESIGN REGULATIONS FOR MULTIPLE -FAMILY RESIDENCE DEVELOPMENT GENERALLY LOCATED ON THE EAST AND WEST SIDE OF THROCKMORTON BOULEVARD, 370± FEET SOUTH OF W. WHITE STREET (FM 455). WHEREAS, Anna 31 Retail LP, is the Property Owners of real estate generally located on the east and west sides of Throckmorton Boulevard, 370± feet south of W. White Street FM 455); and WHEREAS, Property Owners desire to rezone the subject property to allow residential uses; and WHEREAS, Property Owner has agreed to development and design regulations should the City approve rezoning the property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval The City Council hereby approves the Development Agreement with Anna 31 Retail, LP, attached hereto as Exhibit A, and raes and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and take all other actions necessary to finalize, act under and enforce the Agreement. PASSED by the City Council of the City of Anna, Texas, on this 12th day of April 2022, ATTESTED: Carrie L. Land, City Secretary u++1111I Ilea/,/P P ROVE D NJAPike, Mayor TES\ \\\ l111t11111\\11\ EXHIBIT "11A" PROPERTY DESCRIPTION Exhibit 1 PROPERTY DESCRIPTION Being a 12.87 acre tract of land located in the Thomas Rattan Survey, Abstract Number 782, Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number M220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 12.87 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMMENCING at a found 5/8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Easting 2552835.6, on the east right-of-way line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East (Grid Bearings based on said Texas Coordinate System), with the south line of said said Lot 3, a distance of 369.85 feet to the POINT OF BEGINNING of the herein described tract; THENCE North 01 degrees 02 minutes 37 seconds West, across said Lot 3, a distance of 508.22 feet to a set 1/2" iron rod with a cap stamped "ypassociates.com"; THENCE North 88 degrees 57 minutes 22 seconds East, continuing across said Lot 3, a distance of 69.28 feet to a point for corner; THENCE North 01 degrees 03 minutes 24 seconds West, continuing across said Lot 3, a distance of 24.87 feet to a point for corner from which a found 1/2" iron rod with a cap stamped "ypassociates.com" at an angle point on the north line of said Lot 3 bears North 01 degrees 03 minutes 24 seconds West, a distance of 26.13 feet; THENCE North 88 degrees 52 minutes 55 seconds East, continuing across said Lot 3, a distance of 900.32 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears South 23 degrees 38 minutes 38 seconds East, a distance of 114.66 feet; THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 08 degrees 53 minutes 12 seconds an arc length of 114.77 feet to a point for corner at the beginning of a curve to the right having a radius of 660.00 feet and whose chord bears South 14 degrees 35 minutes 12 seconds East, a distance of 308.16 feet; THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 311.03 feet to a point for corner, THENCE South 01 degrees 05 minutes 11 seconds East, continuing across said Lot 3, a distance of 128.81 feet to a point of corner from which a found 5/8" iron rod at the southeast corner of said Lot 3 bears North 88 degrees 57 minutes 21 seconds East, a distance of 180.20 feet; THENCE South 88 degrees 57 minutes 21 seconds West, with the south line of said Lot 3, a distance of 1085.91 feet to the POINT OF BEGINNING and containing 12.87 acres, or 560,585 square feet of land, more or less. EXHIBIT 10 PROPERTY DESCRIPTION Exhibit 1 PROPERTY DESCRIPTION Being a 2.52 acre tract of land located in the Thomas Rattan Survey, Abstract Number 782, Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number 20220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 2.52 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMENCING at a found 5/8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Easting 2552835.6, on the east right-of-way line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East (Grid Bearings based on said Texas Coordinate System), with the south line of said Lot 3, a distance of 1635.97 feet to a found 5/8" iron rod at the southeast corner of said Lot 3; THENCE North 02 degrees 45 minutes 07 seconds West, with the east line of said Lot 3, a distance of 59.39 feet to the POINT OF BEGINNING of the herein described tract; THENCE South 88 degrees 57 minutes 21 seconds West, across said Lot 3, a distance of 88.00 feet to a point for corner; THENCE North 45 degrees 32 minutes 35 seconds West, continuing across said Lot 3, a distance of 14.97 feet to a point for corner; THENCE North 01 degrees 05 minutes 11 seconds West, continuing across said Lot 3, a distance of 58.82 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears North 14 degrees 35 minutes 12 seconds West, a distance of 345.51 feet; THENCE Northwesterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 348.73 feet to a point for corner at the beginning of a curve to the right having a radius of 656.66 feet and whose chord bears North 14 degrees 34 minutes 09 seconds West, a distance of 308.55 feet; THENCE Northwesterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 10 minutes 34 seconds an arc length of 311.46 feet to a point for corner on the north line of said Lot 3, from which a found 1/2" iron rod with cap stamped "ypassociates.com" bears South 88 degrees 54 minutes 49 seconds Westa distance of 1272 , . feet; THENCE North 88 degrees 54 minutes 49 seconds East, with the north line of said Lot 3, a distance of 230. 56 feet to a found 1/2" iron rod with cap stamped "ypassociates.com" at the northeast corner of said Lot 3; THENCE South 02 degrees 45 minutes 07 seconds East, with the east line of said Lot 3, a distance of 705. 88 feet to the POINT OF BEGINNING and containing 2.52 acres, or 109,799 square feet of land, more or less. I k.'PA2El. SR. N Nr e Wa 82_ vA.e EXHIBIT " 2" DEPICTION OF PROPERTY ci cj 00 mz N 4 CTI - 4 N Ln W 0) W N 7° 36' S6 „ E N12 1650550 22' 45 „ E 3010 31 J I 00 N CJi N J 121 S2° 45' 07" E 11 3. 06' N2 59 32A E 7" 30;' i l 1 '` 31 I 02' 59" Wi 1 i 1 ° 05' 42"; I199. 08' 4131 i00 212. 76' 367. 79' C , - LIMA . i0. a.. ; . s rdY[ A ALI5f- ` ' At 9 5 _ 5 IS At tw _„ _ A A '. s LIN LLII Lot Ip1 k 1{ f AW7 - 11 Or A j LI ALLALL kr6: b DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered effective as of April 12, 2022 (the "Effective Date") between and among the City of Anna, Texas, a home -rule municipality (the "City") and Anna 31 Retail, LP, a Texas limited partnership ("Owner") as follows: RECITALS WHEREAS, the Owner is the sole owner of 15.4± acres of real property located wholly within the City's corporate limits and described in Exhibit 1A and Exhibit 1 B and depicted on Exhibit 2, (the "Property"); and, WHEREAS, the Property is subject to City Regulations, including without limitation the City's zoning regulations; and, WHEREAS, the current zoning classification of the Property is C-2 General Commercial District the "Original Zoning Classification"); and, WHEREAS, Owner has applied to rezone the Property to allow for Planned Development - Multiple -Family - High Density (PD-MF-2) to allow for multiple -family residences with modified development standards (the "Zoning Change"); and, WHEREAS, the City's Planning &Zoning Commission and City Council have given the requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law; and, WHEREAS, in the event that the Property is rezoned, the City and Owner desire to enter into this Agreement to establish development and design regulations to ensure that future development is appropriate for the area and fits in well with adjacent properties; and, WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede City Regulations only to the extent that any such City Regulations directly conflict with the terms of this development agreement; and, NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION I. RECITALS INCORPORATED. DEVELOPMENT AGREEMENT Page 1 The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by Owner and the City. SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS. A. Development and use of the Property, including, without limitation, the construction, installation, maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with City Regulations unless expressly stated to the contrary in this Agreement. It is expressly understood and to include but are not limited to City Code provisions, ordinances, design standards, uniform codes, zoning regulations not affected by this Agreement, and other policies duly adopted by the City including without limitation any such regulations or requirements that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"), which are collectively incorporated herein as if set forth in full for all purposes; provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. For purposes of this Agreement, "City Regulations" mean the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including, without limitation, all development fees), design standards, and other policies duly adopted by the City; provided, however, that as it relates to public infrastructure for any given phase of the Project, the applicable construction standards (including, without limitation, uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. B. With respect to all structures/development within the Dr) -RAC: -2 Zoning District, Owner agrees to comply and/or to cause all other persons or entities to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards, which are incorporated herein as if set forth in full for all purposes, and with the following standards (in the event of any conflict, the following listed standards shall govern). Notwithstanding the foregoing, a Subsequent Owner upon a Closing (as hereinafter defined) must agree in writing to assume Owner's responsibilities set forth herein. For purposes of this Agreement the term "Subsequent Owner" means any person or entity that acquires all or any part of the Property from Owner or Owner's successor in title to the Property or any part thereof Multiple -Family Residence Buildings A. All multi -family buildings and structures shall have at least seventy percent (70%), for DEVELOPMENT AGREEMENT Page 2 the first three stories of the total exterior walls above grade level, excluding doors and windows, and recessed balcony areas (should be allowed as plane break), constructed of masonry (brick, stone, pre -cast stone, and other similar veneer material) or Stucco materials with no more than (30%) consisting of cementitious siding (Hardie products). B. Roofing materials for buildings and structures must be architectural roof shingles, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstances shall three -tab shingles be used as roofing material. C. Accessory buildings shall use similar bung and roofing materials as those used on the primary buildings. D. A covered entry area shall be designed at the main entry to each building. E. A minimum of 75% of all units must have one of the following design features: 1) true balcony, stoop, or patio to create outdoor living space. F. Four architectural design features are required on facades facing public streets, parking and common areas. Acceptable architectural design features may include but are not limited to: 1) Articulation of building facade, 2) Extensions to the building through bay or box windows, and other similar features projecting out from the facade, 3) A horizontal change in building materials between stories of a building, 4) Variation in building materials between vertical intervals, 5) Variations in window placement, 6) Architectural features such as shutters, awnings, dormers, chimneys, decorative moldings or ornamental details, and 7) Roof height, pitch, ridgelines and materials shall be varied to create visual interest and avoid repetition. SECTION 3. NOTICES. Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: DEVELOPMENT AGREEMENT Page 3 To City: City Manager City of Anna 111 North Powell Parkway PO Box 776 Anna, exas 75409T To Owner: Anna 31 Retail, LP c/o David E Claassen 8400 Westchester Dr, Dallas, TX 75225 Suite 300 SECTION 4. DEADLINES, MODIFICATIONS OR TERMINATION. A. This Agreement may only be modified and/or terminated as follows: (a) by mutual written agreement of the City and Owner or, after a Closing (as hereinafter defined), by a Subsequent Owner instead of Owner; and/or (b) unilaterally by City upon default of the Owner or Subsequent Owner. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the Zoning Change on or before the 12th day of April 2022. The parties acknowledge and agree that the rezoning of the Property is a legislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property. B. Owner or any Subsequent Owner shall be obligated under this Agreement to timely meet the following deadlines: 1. Within 45 days after City Council approval of the Zoning Change, Owner will have submitted a replat of the Property. 2. Within 180 days after the City has approved and signed the Replat, Owner shall have submitted a site plan, landscaping plan, lighting plan, replat (showing easements, fire lanes and utilities for the multi -family development), and civil plans. 3. A preconstruction meeting between Owner and City staff shall occur within 60 days of final approval of the civil plans. 4. Site construction pursuant to final approved civil plans must commence within 90 days after the preconstruction meeting. DEVELOPMENT AGREEMENT Page 4 5. Owner must submit plans and specifications for the buildings and other improvements not part of the civil plans (the "Building Plans") no later than 150 days after civil plans are approved by the City. After the last to occur of (a) approval of the Building Plans by the City of Anna, (b) completion of all construction pursuant to civil plans, (c) acceptance of all civil construction and public improvements by the City of Anna, and (d) recordation of the multi -family development final replat, Owner must submit an application for a building permit within 60 days thereafter (including without limitation the payment of all fees due to the City as required to develop the Property). 6. Recordation in the Official Records of Collin County, Texas of multifamily development final replat must occur within 420 days of commencement of site construction. 7. Vertical construction pursuant to the Building Plans for approved structures must commence within 120 days after the later to occur of the recordation of final multi -family development replat and obtaining a building permit. C. Not by way of limitation as to other material terms and conditions, the deadlines stated above are material terms and conditions of this Agreement and any failure to meet any of the deadlines above (each, a "Deadline Default") is a material default under this Agreement. In addition to all other remedies that the City may enforce under this Agreement or that is available to the City at law or in equity in the event of a Deadline Default, the City may in its sole discretion initiate and pursue a zoning case to change the zoning classification back to the Original Zoning Classification. In the event that the City initiates such a zoning case after a Deadline Default, the Owner shall not oppose the zoning case and shall be deemed to have fully and irrevocably released and waived any claim, cause of action, litigation or other challenge or proceeding to such zoning case on any legal basis or theory whatsoever. SECTION 5. DEFAULT. If Owner, its heirs, successors or assigns or any Subsequent Owner of the Property or any part thereof fails to comply with any of the material terms and conditions included in this Agreement such defaulting owner referenced herein as "Defaulting Owner"), the City will have the following non-exclusive and cumulative remedies. A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building DEVELOPMENT AGREEMENT Page 5 permits and certificates of occupancy. B. The Defaulting Owner shall be liable to pay to the City the sum of $2,000 for each failure to materially comply with the development standards set forth of this Agreement. The Defaulting Owner shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. In the event of a breach that is not timely cured as set forth below, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide any subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur C. The non -defaulting party will additionally have any and all remedies available to it at equity or in law. Notwithstanding the foregoing, a Defaulting Owner shall not be liable for the remedies under this section unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after forty-five (45) calendar days following receipt of written notice from the City provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). SECTION 6. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. This Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement runs with the land and is binding on all subsequent owners of the Property or any portions thereof. This section shall be construed liberally to ensure the Parties' intent that this Agreement shall be enforceable regardless of any change of ownership of or interest in the Property. Notwithstanding anything to the contrary in this Section 6 or elsewhere in this Agreement, if the Owner or a Subsequent Owner (the "Transferor") conveys, assigns, or transfers its entire interest in the Property or a DEVELOPMENT AGREEMENT Page 6 part thereof (the "transferred Property") to a Subsequent Owner (the "Transferee") who assumes Transferor's obligations under this Agreement with respect to the transferred Property, the Transferor shall be automatically released from its obligations under this Agreement relating to the transferred Property subsequent to the date of transfer. SECTION 7. INDEMNIFICATION AND HOLD HARMLESS. THE OWNER OR ANY SUBSEQUENT OWNER OF THE PROPERTY IN THE EVENT OF A CLOSING (THE "INDEMNIFYING PARTY") HEREBY COVENANTS AND AGREES TO RELEASE DEFEND HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS OFFICERS AGENTS SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD -PARTY CLAIMS SUITS JUDGMENTS DAMAGES, AND DEMANDS AGAINST THE CITY WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES RELATED EXPENSES EXPERT WITNESS_FEES CONSULTANT FEES AND OTHER COSTS (TOGETHER "CLAIMS"), ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF ITS EMPLOYEES CONTRACTORS SUBCONTRACTORS, MATERIAL MEN AND AGENTS, IN CONNECTION _ WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE DEVELOPMENT STANDARDS AND/OR ANY OTHER GOVERNING REGULATIONS; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION, THE INDEMNIFYING PARTY SHALL NOT HOWEVER BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE OR BY THE CITY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE INDEMNIFYING PARTY AND THE CITY THE INDEMNIFYING PARTY'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY'S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY FURTHER COVENANTS AND AGREES TO RELEASE DEFEND HOLD HARMLESS,_ AND INDEMNIFY THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY AS OF THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES' REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY' OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT AGREEMENT Page 7 DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. At no time shall the City have any control over or charge of the design, construction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This section shall survive the termination %J this Agreement. SECTION 8. RECORDATION. This document, including all Exhibits, may be recorded in the Official Records of Collin County, Texas. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Owner represents and warrants to the City that the Owner owns the Property and that this Agreement is binding and enforceable on the Property. Owner may sell the Property or a part thereof to a person or entity (the "Closing") prior to commencement of site construction on the property sold, and in such event the Subsequent Owner shall be required to acknowledge and assume all obligations, liabilities and indemnifications under this Agreement. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. ESTOPPEL. On or before 15 days after receipt of a written request from an owner of the Property that desires to transfer its interest in the Property or borrow money secured by a mortgage or deed of trust against the Property or a prospective transferee of an owner's interest or an DEVELOPMENT AGREEMENT age existing or prospective mortgagee, the City will execute and deliver an estoppel certificate stating that, to the best of the City 's knowledge: (i) the transferring or borrowing owner is not in default under this Agreement; and (ii) this Agreement is in full force and effect and whether there are any amendments thereto. SECTION 14. FORCE MAJEURE. Whenever a period of time is prescribed in this Agreement for a Party (the "ActincLParty") to take an action (other than a payment obligation), the Acting Party will not be liable or responsible for, and there will be excluded from the computation of any such time period, the period of time (the Force Majeure Period") of delays caused by strikes, riots, acts of God, pandemic, enemy action, shortages of labor or materials, war, acts of terrorism, flood, fire, explosion, unavoidable casualty, or any other causes that are beyond the reasonable control of the Acting Party or any of its employees, agents, or contractors, but not any economic hardship, changes in market conditions, and insufficiency of funds ("Force Maleure"). However, a date will only be extended by a Force Majeure Period if the Acting Party gives notice to the other Party of the occurrence or commencement of the event that constitutes Force Majeure within ten days after the Acting Party knows of the existence or commencement of such event, and claims (in such notice) that such event constitutes Force Majeure. A Party that has claimed the right to temporarily suspend its performance under this section shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party 's performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. SECTION 15. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. signature page follows] DEVELOPMENT AGREEMENT Page CITY OF AN By: Jim' PrgL;e, City Manager IN WITN")o WHEREOF STATE OTEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the 161g"t day of 2022, appeared Jim Proce, known to me (or proved to me) to be the person whos6 name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. otary Public, State of Texas Anna 31 Retail, LP, a Texas limited partnership By: DEC Properties, L.L.C., its general By: David E. Claassen, its Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN CARRIE L. LAND My Notary ID # 11419404 Expires February 4, 2023 Before me, the undersigned notary public, on the day of ,2022 appeared David E. Claassen, known to me (or proved to me) to be the pers n whose name is subscribed to the foregoing instrument, and acknowledged to me and verified under oath that he/she executed the same in his/her capacity as Manager of DEC Properties, LLC, in its capacity as General partner of Anna 31 Retail, LP. of Texas KYMBERLY JANE DONACHIE My Notary ID # 12I31309066 Expires November 22, 2023 DEVELOPMENT AGREEMENT Page 10 EXHIBIT "1A" PROPERTY DESCRIPTION PROPERTY DESCRIPTION Being a 2.52 acre tract of land located in the Thomas Rattan Survey, Abstract Number 7820 Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number 20220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 2.52 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMENCING at a found 5J8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Fasting 2552835.6, on the east right-of-way line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East Grid Bearings based on said Texas Coordinate System), with the south line of said Lot 3, a distance of 1635.97 feet to a found 5/8" iron rod at the southeast corner of said Lot 3; THENCE North 02 degrees 45 minutes 07 seconds West, with the east line of said Lot 3, a distance of 59.39 feet to the POINT OF BEGINNING of the herein described tract; THENCE South 88 degrees 57 minutes 21 seconds West, across said Lot 30 a distance of 88.00 feet to a point for corner; THENCE North 45 degrees 32 minutes 35 seconds West, continuing across said Lot 3, a distance of 14.97 feet to a point for corner; THENCE North 01 degrees OS minutes 11 seconds West, continuing across said Lot 3, a distance of 58.82 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears North 14 degrees 35 minutes 12 seconds West, a distance of 345.51 feet; THENCE Northwesterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 348.73 feet to a point for corner at the beginning of a curve to the right having a radius of 656.66 feet and whose chord bears North 14 degrees 34 minutes 09 seconds West, a distance of 308.55 feet; THENCE Northwesterly, continuing across said lot 3 with said curve to the left through a central angle of 27 degrees 10 minutes 34 seconds an arc length of 311.46 feet to a point for corner on the north line of said Lot 3, from which a found 1/2" iron rod with cap stamped "ypassociates.com" bears South 88 degrees 54 minutes 49 seconds West, a distance of 12.72 feet; THENCE North 88 degrees 54 minutes 49 seconds East, with the north line of said Lot 3, a distance of 230.56 feet to a found 1J2" iron rod with cap stamped "ypassociates.com" at the northeast corner of said Lot 3; THENCE South 02 degrees 45 minutes 07 seconds East, with the east line of said Lot 3, a distance of 705.88 feet to the POINT OF BEGINNING and containing 2.52 acres, or 109,799 square feet of land, more or less. t YAZEl JR EXHIBIT "1 B" PROPERTY DESCRIPTION PROPERTY DESCRIPTION Being a 12.87 acre tract of land located in the Thomas Rattan Survey, Abstract Number 782, Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number 20220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 12.87 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMMENCING at a found 5/8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Easting 2552835.6, on the east right-of4ay line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East (Grid Bearings based on said Texas Coordinate system), with the south line of said said Lot 3, a distance of 369.85 feet to the POINT OF BEGINNING of the herein described tract; THENCE North 01 degrees 02 minutes 37 seconds West, across said Lot 31 a distance of 508.22 feet to a set 1/2" iron rod with a cap stamped "ypassociates.com"; THENCE North 88 degrees 57 minutes 22 seconds East, continuing across said Lot 3, a distance of 69.28 feet to a point for corner; THENCE North 01 degrees 03 minutes 24 seconds West, continuing across said Lot 3, a distance of 24.87 feet to a point for corner from which a found 1/2" iron rod with a cap stamped "ypassociates.com" at an angle point on the north line of said Lot 3 bears North 01 degrees 03 minutes 24 seconds West, a distance of 26.13 feet; THENCE North 88 degrees 52 minutes 55 seconds East, continuing across said Lot 3, a distance of 900.32 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears South 23 degrees 38 minutes 38 seconds East, a distance of 114,66 feet; THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 08 degrees 53 minutes 12 seconds an arc length of 114.77 feet to a point for corner at the beginning of a curve to the right having a radius of 660.00 feet and whose chord bears South 14 degrees 35 minutes 12 seconds East, a distance of 308.16 feet, THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 311.03 feet to a point for corner; THENCE South 01 degrees 05 minutes 11 seconds East, continuing across said Lot 3, a distance of 128.81 feet to a point of corner from which a found 5/8" iron rod at the southeast corner of said Lot 3 bears North 88 degrees 57 minutes 21 seconds East, a distance of 180.20 feet; THENCE South 88 degrees 57 minutes 21 seconds West, with the south line of said Lot 3, a distance of 1085.91 feet to the POINT OF BEGINNING and containing 12.87 acres, or 560,585 square feet of land, more or less. EXHIBIT " 2" DEPICTION OF PROPERTY 00 00 M Z N V V E 165. 55' N12' 22' 45» 30104, e N2r. 4 OD 11 t0 CA f W` \ \ 121, 70 t \ 1 S1' 02' 37" pp din 00 cn — — to t o or z 1 00 --- - I cn 1 ` 02' 59 VIA 11' 05' 42' I 99. 08 i 00 212. 76 Mil 00 Do 67. 79' S2' 45' 07" E 11 3406' MR Anna Retail Addition - Rezoning from C-2 to PD-MF-2 ry3k -_,, F tf A , gin., Y AL - - li a:l, Ti-4/: a: VIEVI, W AL .ttit.4 r' y 1 11 r4• 8 1 r`P. r t., -J R V m r.V`d WHITE STD oo 27 14& r 0 O J J S I l sly • r d: V _ TRL C6 ... s hb LLJ i 4 r d y THE CITY OF N r tit ia X` £ 200' Notice City Limits Boundary ETJ Subject Property 0 200 400 800 Feet February 2022 L.\Planning 8 Development\Project Review\Anacapri Zoning (Megatel)\LocatorWotflcation Location Map.mxd EXHIBIT 2 10F2 LOT 1, BLOCK A LOVES COUNTRY / TRANSITION TO EXISTING- I SW ROW DEDICATED BY STORE ADDITION INSTRUMENT N / I UMBER I I OPRCCT i190001005.44 PRIOR PLAT I I LOT4 BLOCK I \ \ I ANNA RETAIL ADDITION . 2.73 ACRES _ \ ACRES05.41 ACRESi f/ J LOTI,BLOCKAANNA I RETAILADDff10N INSTRUMENT NUMBER i' \• ( / J LOT 3R BLOCK `j S r I 3 ANNA RETAIL ADDITION l p J iL—:'- 5-'-= of \1\\/ --_- 'y'' I Fj 2007 20 1.63 ACRES 54BZ 10D2150 f I/ L ZONING: G2 LOT98LOCKA • ANNA RETAIL ADDITION I \ 1s t I t.--"__ irc I `} \. 164.3Z F 2.1 ACRES I ZONING: C-2 I r/ K O ,` 1 INB87 a 3a+ec e4ekagrTr :: a `\\\ a nLrAI + _g I y0 ° 1 t: •- r *+. V.:...:.:..:.. Y.•:a"'e.. I'"-"- PROPOSEDL0TIBLOCKB I. PANNARETAILADDITIONt PROPOSED ZONNG: \ I'• 1 LOT BLOCK A VA m m ANNA RETAIL ADDITION YY IJ: / •,- g O COMMONAREA f, 107705 SF/2.47 ACRES 1• 0. 96 ACRES Y!' •:•: ans Bran F 8F I TRu v 1 i L\O \ Cf i '. ` •'i j fR ry \ i/--- RI ppI I tILAD J , ry / ¢.9fi ACRE I I, rr Tj\ PROPOSED LOT 8 BLOC.,A AN RETAILADDITION •_ VROPOSEDZONING: 2 561 405 SFI12B8 ACRES \ 1 \\ I I, \\h i I µ . ,= 1 r 41 s vmresn Ia IvR° v Bzuwrrnusnrn1•\ sl ICa°v°sm>s1°Rr v b'T°RY NUxR MULTFAM Y t - - 44uxTM— FN.°\Y I ONIITP® 3]0' TO'f+L ON USr7 j•I•i••'. J, I.{ CALLED 64. B47 ACRES- , ` APPROVED APPROVED CAALMS GROUP, LLC \ INSTRUMENT NUMBER APRIL 12, 2022 MARCH 7, 2022 2018090400111135D I STAMORY CORRECTION AFFIDAVIT INSTRUMENT NUMBER 20180900 1124710 CITY COUNCIL P6Z COMMISSION CRY OF ANNA CITY OF ANNA t u Wrepemxxye+=ovwa M Rwa~p OPRCCT CITY PROJECT CONCEPT PLAN PAGE I OF 2 G R E E N L I G H T noRwv.Rx.. sR,rEsex.w i Axasc,Rss°FFz•:wR "° aq : °"°" sruw°°,— ANNA RETAIL ADDITION ssMNx,sw. xa Lot 3R, 6.7,8.9 Block Loll BbtkB C--- iaFwEtwe 11 iu, mxuuxoSURE R oy engn pucwpnd en amaeMy nsPeub^sxw ,n uts..u.. neveneniN°n-sma cc.,>u as N ur. h' er 25.66A— TNe,m o xreaaee,Wwziew rcmNv[xK twR°ixc erq tlww.xv.nrvius.. ryp,a._ y.p,,,,,,,se,, y,Yv,. s w. me.e., wFa vw Ciry of Annn. Colin Cotmry, iexns zciw es, awwoa Thomas Raltan5urvey AEshact 782 m s. m s miou mw ieoe wvasro C .tRoRxxasP M ..N w n Z PrePareA:FeMUary TB. 2Y12 CITY OF ANNA, TEXAS Property zoned under this ordinance is generally located on the east and west sides of Throckmorton Boulevard, 370# feet south side of West White Street (FM 455). ORDINANCE NO. q 9 Q -4 jr) aa AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY'S COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAUD, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the City of Anna, Texas ("City") has previously adopted ordinances, rules and regulations governing the zoning in the City; and WHEREAS, the City has received a requested zoning amendment from Anna 31 Retail LP on Property described in Exhibit 1 ("Property") attached hereto and incorporated herein for all purposes as if set forth in full; and WHEREAS, said Property generally located on the east and west sides of future Throckmorton Boulevard, 370± feet south of W. White Street (FM 455) is rezoned from C-2 to Planned Development — Multiple -Family Residential — High Density (PD-MF-2); and WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of Anna ("City Council") have given the requisite notices by publication and otherwise and have held the public hearings as required by law and afforded a full and fair hearing to all property owners and generally to all persons interested in and situated in the affected area and in the vicinity thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated The above recitals are incorporated herein by reference for all purposes. Section 2. Zoning Change The Anna City Code of Ordinances (the "Anna Code") are hereby amended by amending the zoning of the Property described in Exhibit 1 and as depicted in the Concept Plan on the attached Exhibit 2. 1. Purpose. The purpose of this Planned Development District is to facilitate the development of high - quality Multiple -Family Residential - High Density. 2. Definitions. Except as otherwise provided herein, the definitions in Appendix 3 of the City's Zoning Ordinance shall apply. 3. Development Standards. A. Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the MF-2 Multiple -Family Residential - High Density (MF-2) zoning district and the Planning and Development Regulations except as otherwise specified herein. i. Maximum height (feet): 60 feet (4-story). ii. Parking: A minimum of 1.5 parking spaces shall be provided per one - bedroom and studio units and two (2) spaces per two or more -bedroom units, plus 0.25 per dwelling units for visitor parking. iii. Covered Parking: 50% of the required parking must be covered. iv. Usable Open Space: The regional detention area (Anna Retail Addition, Lot 1, Block B) shall be allowed to be counted toward minimum open space requirements as defined in Section 9.04.004 of the City of Anna Zoning Ordinance. A minimum five (5) foot sidewalk is required to be incorporated into the regional detention area lot design. v. Screening Fence: a. Boarder fencing on any perimeter not abutting a public right-of- way shall consist of; i. a minimum ten (10) foot wide landscape buffer and six 6) foot tall ornamental metal fence, such as wrought iron or tubular steel, with masonry columns at no more than forty (40) foot intervals. The ten (10) foot -wide landscape buffer shall consist of a vegetative screen comprised of minimum 3" caliber trees planted staggered at twenty-five (25) foot centers; and/or ii. Border fencing of masonry construction of not less than eight feet in height. 2 b. Border screening and fencing along the northeast property line, shall consist of a six (6) foot tall ornamental metal fence, such as wrought iron or tubular steel along with masonry columns at no more than forty (40) foot intervals. ii. Refuse facilities: Refuse facilities shall comply with MF-2 zoning to serve the three-story buildings with a maximum of 24 units. For buildings over 24 units, refused shall be served by an integral trash compactor and multi story trash chute sized and designed by the refuse management provider. B. Plats and/or site plans submitted for the development of the PD shall conform to the data presented and approved on the Conceptual Development plan. Non - substantial changes of detail on the final development plan(s) that differ from the Conceptual Development plan may be authorized by the City Council with the approval of the final development plan(s) and without public hearing. C. The Conceptual Development Plan will expire after two (2) years of approval. Section 3. Official Zoning Map The official Zoning Map of the City shall be corrected to reflect the change in zoning described herein. Section 4. Savings, Repealing and Severability Clauses It is hereby declared to be the intention of the City Council that the words, sentences, paragraphs, subdivisions, clauses, phrases, and provisions of this ordinance are severable and, if any phrase, sentence, paragraph, subdivision, clause, or provision of this ordinance shall be declared unconstitutional or otherwise invalid or inapplicable by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality, invalidity or inapplicability shall not affect any of the remaining words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional, invalid or inapplicable words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions. Further, all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are consistent and do not conflict with the terms and provisions of this ordinance are hereby ratified to the extent of such consistency and lack of conflict, and all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are inconsistent or in conflict with the terms and provisions contained in this ordinance are hereby repealed only to the extent of any such conflict. Notwithstanding any provision of this ordinance or the Anna Code, it is intended that this ordinance fully comply with Chapter 3000 of the Texas Government Code ("Chapter 3000") and this ordinance shall and the City Code shall be interpreted in a manner to comply with Chapter 3000. For the purposes of this ordinance, any provision of the City Code that 3 does not comply with Chapter 3000 shall be deemed to have been excluded and not a part of this ordinance. Section 5. Penalty Any violation of any of the terms of this ordinance, whether denominated in this ordinance as unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation shall be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a violation exists is considered a separate offense and will be punished separately. Section 6. Publication of the Caption and Effective Date This ordinance shall be effective upon its passage by the City Council, approval by the Mayor, and posting and/or publication, if required by law, of its caption. The City Secretary is hereby authorized and directed to implement such posting and/or publication. PASSED by the City Council of the City of Anna, Texas this 12th day of April, 2022. ATTESTED: APPROISN\ 0 A N aw Oo• f' eo 1 O O .... Carrie L. Land, City Secretary `Nate ike, Mayor 7% Ey., 11/ 14/11011111100 4 Exhibit 1 1 of 2 Anna Retail Addition, Block A, Lot 8 PROPERTY DESCRIPTION Being a 12.87 acre tract of land located in the Thomas Rattan Survey, Abstract Number 782, Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number 20220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 12.87 acre tract as determined from a survey by Kenneth Yazel, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMENCING at a found 5/8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Easting 2552835.6, on the east right-of-way line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East (Grid Bearings based on said Texas Coordinate System), with the south line of said said Lot 3, a distance of 369.85 feet to the POINT OF BEGINNING of the herein described tract; THENCE North 01 degrees 02 minutes 37 seconds West, across said Lot 3, a distance of 508.22 feet to a set 1/2" iron rod with a cap stamped "ypassociates.com"; THENCE North 88 degrees 57 minutes 22 seconds East, continuing across said Lot 3, a distance of 69.28 feet to a point for corner; THENCE North 01 degrees 03 minutes 24 seconds West, continuing across said Lot 3, a distance of 24.87 feet to a point for corner from which a found 1/2" iron rod with a cap stamped "ypassociates.com" at an angle point on the north line of said Lot 3 bears North 01 degrees 03 minutes 24 seconds West, a distance of 26.13 feet; THENCE North 88 degrees 52 minutes 55 seconds East, continuing across said Lot 3, a distance of 900.32 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears South 23 degrees 38 minutes 38 seconds East, a distance of 114.66 feet; THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 08 degrees 53 minutes 12 seconds an arc length of 114.77 feet to a point for corner at the beginning of a curve to the right having a radius of 660.00 feet and whose chord bears South 14 degrees 35 minutes 12 seconds East, a distance of 308.16 feet; THENCE Southeasterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 311.03 feet to a point for corner; THENCE South 01 degrees 05 minutes 11 seconds East, continuing across said Lot 3, a distance of 128.81 feet to a point of corner from which a found 5/8" iron rod at the southeast corner of said Lot 3 bears North 88 degrees 57 minutes 21 seconds East, a distance of 180.20 feet; THENCE South 88 degrees 57 minutes 21 seconds West, with the south line of said Lot 3, a distance of 1085.91 feet to the POINT OF BEGINNING and containing 12.87 acres, or 560,585 square feet of land, more or less. Exhibit 1 2of2 Anna Retail Addition, Block A, Lot 8 PROPERTY DESCRIPTION Being a 2.52 acre tract of land located in the Thomas Rattan Survey, Abstract Number 782, Collin County, Texas, being a part of Lot 3, Block A of the Anna Retail Addition, recorded in Instrument Number 20220310010000970 of the Official Public Records of Collin County, Texas, (OPRCCT), said 2.52 acre tract as determined from a survey by Kenneth Yazei, RPLS 6182 on February 28, 2022 (ground distances are expressed in US survey feet using a projected combined scale factor of 1.000152710) and being more particularly described as follows: COMMENCING at a found 5/8" iron rod having Texas Coordinate System of the North American Datum of 1983 (2011) EPOCH 2O10, North Central Zone (4202) Grid Coordinates of Northing 7176569.4 and Easting 2552835.6, on the east right-of-way line of U.S. Highway 75 (Variable Width Right -of -Way) and at the southwest corner of said Lot 3; THENCE North 88 degrees 57 minutes 21 seconds East (Grid Bearings based on said Texas Coordinate System), with the south line of said Lot 3, a distance of 1635.97 feet to a found 5/8" iron rod at the southeast corner of said Lot 3; THENCE North 02 degrees 45 minutes 07 seconds West, with the east line of said Lot 3, a distance of 59.39 feet to the POINT OF BEGINNING of the herein described tract; THENCE South 88 degrees 57 minutes 21 seconds West, across said Lot 3, a distance of 88,00 feet to a point for corner; THENCE North 45 degrees 32 minutes 35 seconds West, continuing across said Lot 3, a distance of 14.97 feet to a point for corner; THENCE North 01 degrees 05 minutes 11 seconds West, continuing across said Lot 3, a distance of 58.82 feet to a point for corner in a curve to the left having a radius of 740.00 feet and whose chord bears North 14 degrees 35 minutes 12 seconds West, a distance of 345.51 feet; THENCE Northwesterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 00 minutes 03 seconds an arc length of 348.73 feet to a point for corner at the beginning of a curve to the right having a radius of 656.66 feet and whose chord bears North 14 degrees 34 minutes 09 seconds West, a distance of 308.55 feet; THENCE Northwesterly, continuing across said Lot 3 with said curve to the left through a central angle of 27 degrees 10 minutes 34 seconds an arc length of 311.46 feet to a point for corner on the north line of said Lot 3, from which a found 1/2" iron rod with cap stamped "ypassociates.com" bears South 88 degrees 54 minutes 49 seconds West, a distance of 12.72 feet; THENCE North 88 degrees 54 minutes 49 seconds East, with the north line of said Lot 3, a distance of 230.56 feet to a found 1/2" iron rod with cap stamped "ypassociates.com" at the northeast corner of said Lot 3; THENCE South 02 degrees 45 minutes 07 seconds East, with the east line of said Lot 3, a distance of 705.88 feet to the POINT OF BEGINNING and containing 2.52 acres, or 109,799 square feet of land, more or less. EXHIBIT 2 10F2 LOT 1, BLOCK A LOVES COUNTRY / TRANSITION TO EXISTING- I SW ROW DEDICATED BY STORE ADDITION INSTRUMENT N / I UMBER I I OPRCCT i190001005.44 PRIOR PLAT I I LOT4 BLOCK I \ \ I ANNA RETAIL ADDITION . 2.73 ACRES _ \ ACRES05.41 ACRESi f/ J LOTI,BLOCKAANNA I RETAILADDff10N INSTRUMENT NUMBER i' \• ( / J LOT 3R BLOCK `j S r I 3 ANNA RETAIL ADDITION l p J iL—:'- 5-'-= of \1\\/ --_- 'y'' I Fj 2007 20 1.63 ACRES 54BZ 10D2150 f I/ L ZONING: G2 LOT98LOCKA • ANNA RETAIL ADDITION I \ 1s t I t.--"__ irc I `} \. 164.3Z F 2.1 ACRES I ZONING: C-2 I r/ K O ,` 1 INB87 a 3a+ec e4ekagrTr :: a `\\\ a nLrAI + _g I y0 ° 1 t: •- r *+. V.:...:.:..:.. Y.•:a"'e.. I'"-"- PROPOSEDL0TIBLOCKB I. PANNARETAILADDITIONt PROPOSED ZONNG: \ I'• 1 LOT BLOCK A VA m m ANNA RETAIL ADDITION YY IJ: / •,- g O COMMONAREA f, 107705 SF/2.47 ACRES 1• 0. 96 ACRES Y!' •:•: ans Bran F 8F I TRu v 1 i L\O \ Cf i '. ` •'i j fR ry \ i/--- RI ppI I tILAD J , ry / ¢.9fi ACRE I I, rr Tj\ PROPOSED LOT 8 BLOC.,A AN RETAILADDITION •_ VROPOSEDZONING: 2 561 405 SFI12B8 ACRES \ 1 \\ I I, \\h i I µ . ,= 1 r 41 s vmresn Ia IvR° v Bzuwrrnusnrn1•\ sl ICa°v°sm>s1°Rr v b'T°RY NUxR MULTFAM Y t - - 44uxTM— FN.°\Y I ONIITP® 3]0' TO'f+L ON USr7 j•I•i••'. J, I.{ CALLED 64. B47 ACRES- , ` APPROVED APPROVED CAALMS GROUP, LLC \ INSTRUMENT NUMBER APRIL 12, 2022 MARCH 7, 2022 2018090400111135D I STAMORY CORRECTION AFFIDAVIT INSTRUMENT NUMBER 20180900 1124710 CITY COUNCIL P6Z COMMISSION CRY OF ANNA CITY OF ANNA t u Wrepemxxye+=ovwa M Rwa~p OPRCCT CITY PROJECT CONCEPT PLAN PAGE I OF 2 G R E E N L I G H T noRwv.Rx.. sR,rEsex.w i Axasc,Rss°FFz•:wR "° aq : °"°" sruw°°,— ANNA RETAIL ADDITION ssMNx,sw. xa Lot 3R, 6.7,8.9 Block Loll BbtkB C--- iaFwEtwe 11 iu, mxuuxoSURE R oy engn pucwpnd en amaeMy nsPeub^sxw ,n uts..u.. neveneniN°n-sma cc.,>u as N ur. h' er 25.66A— TNe,m o xreaaee,Wwziew rcmNv[xK twR°ixc erq tlww.xv.nrvius.. ryp,a._ y.p,,,,,,,se,, y,Yv,. s w. me.e., wFa vw Ciry of Annn. Colin Cotmry, iexns zciw es, awwoa Thomas Raltan5urvey AEshact 782 m s. m s miou mw ieoe wvasro C .tRoRxxasP M ..N w n Z PrePareA:FeMUary TB. 2Y12 EXHIBIT 2 2OF2 APPROVED APPROVED APRIL 12, 2022 MARCH 7, 2022 CITY COUNCIL P82COMMISSION CITY CITY OF ANNA CITY PROJECT CONCEPT PLAN PAGE 20F 2 GREENLIGHT sILfBO.Ltc ANNARETAILADDITION Lofs 3R, 6.7.8.9 Block A Lot I Block B p,a ntpym,M,o 25.66 A— sN+ranava.RavowasAnarmz+m , of Anna. Cohn Courtly. Tegns Thomas Rattan SMvey No*—t 782 T r.atm PrepOred:FeGunry 28. 2022 rot 3R emn a: me win mmm.ry rble Gmenl Stte wla Zonpg EaisY g:C-2/PrpWiM: UnNanged epnceptuu Itmel LOIArea 15>,Jig tot Arm Gmbinetl Iammgel BuBtling Footprint Arm lApproxima[el 14,Opp Area Cpvered by Gnopy 1,SDD Tool Bu1161ng Area 20.000 wiki g Height lq Stmies) IMlry xekht beep 34 lm Coverage 9% Floor Area gaUo 11/6J bt 6 glerk A: Sk<Oam Summary Table General5tte wta 7onin8 UtlnB: L-3/Proposed: Umkangetl CpPmpt are rant wt area sa,39z bt arm Gmbinetl IAcngel 1. euBtline FWtpdm Area (ApDforimam) 3,500 Area Coverts by Gnopy 2110 pnl0aildm8arm 3$W BuiltlinB HeiBM1[Ib Smdaz) 1 Building Height lFeetl 16 tat [avenge b% Floor Area Ra[io 2/31 Lo[) Block A: Site Da[a Summary Tabla Gen¢ral5ire Dan Zoning EtsWg: C-i/PNWme: UnrlanBM Lonmpt Use ReNunnt wtaree 74,3oe lot area Gmbinee IAcngel l.n Watling foo[DdntArta (apmmimate) p00 area Gveretl by Gnopy 1p0 Tohl Wildinearea J,ppp Bviltllly Height (n Stprlesl 1 Building Height lFeetl 16 Im Coverage 9% Floor Area Redo 8/Hfi lot g ekrk a: sIm pm wmmary )aue Genmi Site Oam lonin8 itlst4ig C-2/Proposed: P0: MFJ Pmposetl rend Uu Mu111fam0y Lm Ana Combined 45N 669,632 Int Ara Combined (Anage) 35.3) BuIWIng Footprint Area (Approximate) 96,513 Arm CpureO bV Gnopy 46,80p MUItBamBy units SNdio/Min SSDSf M One BetlrooMMM fi605F Two eedroeMMin 1p255f I)) Three Bedroom/Mire 13p0if 33 TomIUNt Fount 31H untt Oemiry erAve us Toml BuikmgAna 52L995 Bulking Height lg Aorks) Building Height )Peep 58'ro ridge tot Coverage 14% Floor Area Patie 9 Parking Parana Raup Ifrom inning pralmnml SNtlio/Om Bedroom-I.fi SWces per Unit 1)) Two Bedroom-2 Spams per Unit 350 Three Bedroom-25Wms Per Unb 66 Guest Parking (U9 Wr Untt) 82 Parking Repaired 09 Rezieent Covered ParkinH ReWIretl lSp%1 g99 PahinB Prwieetl pwred Surface SPeae-s 193 GrPpn sW<e: zfip Garage SPa<es 64 Tandem Spa<ez fi4 TOIal Parking Provided fiHl artessible ParkingRmulrM 29 Arcessible PahingProdtletl 19 Pahiy in Fxma o111p%requlrM Wrking None Pi.- ocen span R I Bedroom=6005F Open SDxeI3%) 19fi800 FaN Atltlitlo,nl Bedroom Overt Bedroom• 3005F I243I 12900 imal ppenSWm Required 269)Oo Open SDace Provked Gntluam Fdge area (SF 69,191 Oetentlon Pond antl Slu Amenlry Mea 108,289 tYthin SO'of ppomaol Area (x36F) 32,301 wgPark (rasp 16.9J3 Imedor Opm SWm 7fi3O>2 LoW ppm Stare Provided 37z,H30 Other tantlsopearm wlthinthe lo[ fi5,533 iota) GntlsmW Area 33H363 Permeable areaz Permeable Pavement 0 O[hm Pemreanble Arm p Total WrmeableArea p Impervious Area Building Arm 513 Sidewalks, Pavement, antl pmerimperviau Flatwork s 221,905 Omer Impervious Area 9A51 TonllmWrMDYS Mea 331,269 Toml landsmW Area, ImpeMeus Are; PmnmableArea 9,631 TWlarmtorOmtloor Storage None lot 9 Block A me win summary Table Ge—1 Stte win Zoning FtlsUiq: CS / Roposed: UrrtMnged Wuse omm btArea 91$21 lo[Mm(AcreaBe) 3.1p Bulleln8 hotprint Area (APpmaimttp) 19,000 aea myeree by canoes zso Tani Building Area 3H,000 Building Neigh le Smdm) 2 BDll6ing HelgM )Feet) 35 IM[overage ES% Floor Area Pntio 22/S3 Anna Retail Addition - Rezoning from C-2 to PD-MF-2 ry3k -_,, F tf A , gin., Y AL - - li a:l, Ti-4/: a: VIEVI, W AL .ttit.4 r' y 1 11 r4• 8 1 r`P. r t., -J R V m r.V`d WHITE STD oo 27 14& r 0 O J J S I l sly • r d: V _ TRL C6 ... s hb LLJ i 4 r d y THE CITY OF N r tit ia X` £ 200' Notice City Limits Boundary ETJ Subject Property 0 200 400 800 Feet February 2022 L.\Planning 8 Development\Project Review\Anacapri Zoning (Megatel)\LocatorWotflcation Location Map.mxd Item No. 7.c. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Wes Lawson AGENDA ITEM: Consider/Discuss/Action on a Resolution authorizing the City Manager to execute an Impact Fee Reimbursement Agreement with Pulte Homes of Texas, LP for the construction of public roadway, sanitary sewer and water improvements (City Engineer Wes Lawson). SUMMARY: Pulte Homes of Texas, LP is developing Anna Crossing Phase 9, a tract of land adjacent to Finley Boulevard east of Leonard Avenue in Anna, Texas. As a part of their project, they will be constructing water, sanitary sewer and roadway improvements which have been identified in the City of Anna's Water Master Plan, Sanitary Sewer Master Plan and Master Thoroughfare Plan. The most significant of these improvements is the extension of Finley Boulvard from Sean Street to the project's eastern property line. FINANCIAL IMPACT: The infrastructure projects included in the agreement will be paid for through impact fee reimbursements collected from the subject property and adjacent properties. The City will reimburse the developer on a quarterly basis from collected fees from the adjacent properties for water, sewer and roadway impact fees in accordance with the City of Anna Water Master Plan, Sanitary Sewer Master Plan and Master Thoroughfare Plan. BACKGROUND: The agreement is in-line with the City Council's objective of growth paying for growth. The water, sewer and roadway improvements constructed through the agreement will benefit the Anna Crossing Phase 9 tract and the adjacent properties, allowing for the highest and best use development to take place near the intersection of Finley Blvd. and Leonard Ave. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Resilient. ATTACHMENTS: 1. Resolution - Pulte Development Agreement with exhibit CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AN IMPACT FEE REIMBURSEMENT AGREEMENT WITH PULTE HOMES OF TEXAS, L.P., WITH AN EFFECTIVE DATE. WHEREAS, Pulte Homes of Texas, L.P. is the developer of 65.5652 acres of land in the Anna Crossing Subdivision, and; WHEREAS, the Developer is seeking to construct public improvements, including roadway, water, and sanitary sewer infrastructure, identified in the City’s Infrastructure Master Plans and included in the City’s 10-year Capital Improvement Plan, and; WHEREAS, the Developer is requesting for the City to reimburse roadway, water, and sanitary sewer impact fees collected from the subject property in accordance with Texas Local Government Code and existing development agreements and impact fee reimbursement agreements for the Anna Crossing Development, and; WHEREAS, the proposed public improvements will benefit the Anna Crossing neighborhood and surrounding areas within the City of Anna, Texas, and; WHEREAS, the proposed Impact Fee Reimbursement Agreement is attached hereto, as exhibit “A,” and; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Authorization of Execution and Funding. The City Council of the City of Anna, Texas, authorizes the City Manager to execute the attached Impact Fee Reimbursement Agreement. The reimbursement funds shall come from roadway, water, and sanitary sewer impact fees collected from the subject property. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___ day of September 2024. ATTEST: APPROVED: __________________________ __________________________ City Secretary, Carrie Land Mayor, Pete Cain Exhibit A (following Page) Roadway Impact Fee Reimbursement Agreement – Page 1 IMPACT FEE REIMBURSEMENT AGREEMENT This Impact Fee Reimbursement Agreement (this "Agreement") is entered into by and between the City of Anna, Texas (the "City") and Pulte Homes of Texas L.P., a Texas limited partnership (the “Developer”). WHEREAS, Developer and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as "Party"; and WHEREAS, it is the Parties' mutual intent that this Agreement shall govern only the subject matter specifically set forth herein and that this Agreement shall supersede any previous agreement between the Parties regarding the subject matter hereof to the extent that this Agreement and any such previous agreement are in direct conflict; and WHEREAS, Developer represents and warrants that it owns and desires to develop certain real property in Collin County, Texas, composed of approximately 65.5652 acres of land located entirely within the corporate limits of the City of Anna, more particularly described in the attached Exhibit A (the "Property"); and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: SECTION 1 RECITALS INCORPORATED The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by the Parties. SECTION 2 DEFINITIONS City Acceptance Date has the meaning ascribed to that term in Section 3(a). City Code means the Anna City Code of Ordinances. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of the City Manager with respect to this Agreement if the designation is in writing and signed by the current or acting City Manager. City Regulations mean City Code provisions, ordinances, design standards, and uniform codes, duly adopted by the City as amended as of the Effective Date. Collected Roadway Impact Fees shall have the meaning ascribed to that term in Section 4(b)(1). Collected Sewer Impact Fees shall have the meaning ascribed to that term in Section 4(c)(1). Collected Water Impact Fees shall have the meaning ascribed to that term in Section 4(d)(1). Impact Fee Reimbursement Agreement- Page 2 Commence Construction means that the City has approved the engineering plans, held a preconstruction meeting with the Developer and contractor, and the contractor has mobilized equipment as such actions are applicable to the Roadway Project, the Sewer Project, and/or the Water Project. Property means the real property as described and depicted in Exhibit A. Roadway Design and Construction Cost, with respect to the Roadway Project, means: the dollar amount actually paid by or on behalf of the Developer for the engineering, design, land surveying, and construction of the Roadway Project as approved in accordance with Section 3(a)(1), which shall generally include but not be limited to the items listed in the estimated cost breakdown attached hereto as Exhibit B-1. City inspection fees shall not be included in the Roadway Design and Construction Cost. Roadway Impact Fee Reimbursement Property means real property as defined in Exhibit B-2 from which Collected Roadway Impact Fess shall be eligible to be reimbursed upon development. Roadway Improvements means design, surveying, testing, right of way preparation, paving excavation, construction of concrete paving, storm drainage, curbs, signage, roadway transitions, turn lanes, pavement markings, sidewalks, irrigation, landscaping, lighting and any other improvements necessary for a complete roadway system for the Roadway Project in accordance with City Regulations. Roadway Project means the design and construction of approximately 2,800 linear feet of two lanes of Finley Boulevard, Sean Street to the east boundary line of the Property, more particularly depicted and described in Exhibit B-3, attached hereto, and in accordance with construction plan(s) for the Roadway Improvements included in the Roadway Project as approved by the City. Roadway Reimbursement Amount has the meaning ascribed to that term in Section 4(b)(1). Sewer Design and Construction Cost, with respect to the Sewer Project, means: the dollar amount actually paid by or on behalf of the Developer for the engineering, design, land surveying, and construction of the Sewer Project as approved in accordance with Section 3(a)(2), which shall generally include but not be limited to the items listed in the estimated cost breakdown attached hereto as Exhibit C-1. City inspection fees shall not be included in the Sewer Design and Construction Cost. Sewer Impact Fee Reimbursement Property means real property as defined in Exhibit C-2 from which Collected Sewer Impact Fess shall be eligible to be reimbursed upon development. Sewer Improvements means design, surveying, testing, construction, and any other improvements necessary for a complete force main sewer system segment for the Sewer Project in accordance with City Regulations. Sewer Project means the design and construction of approximately 675 linear feet of fifteen inch sewer main and approximately 5,850 linear feet of sixteen inch force main, more particularly depicted and described in Exhibit C-3, attached hereto, and in accordance with construction plan(s) for Sewer Improvements included in the Sewer Project as approved by the City. Impact Fee Reimbursement Agreement- Page 3 Sewer Reimbursement Amount has the meaning ascribed to that term in Section 4(c)(1). Water Design and Construction Cost, with respect to the Water Project, means: the dollar amount actually paid by or on behalf of the Developer for the engineering, design, land surveying, and construction of the Water Project as approved in accordance with Section 3(a)(3), which shall generally include but not be limited to the items listed in the estimated cost breakdown attached hereto as Exhibit D-1. City inspection fees shall not be included in the Water Design and Construction Cost. Water Impact Fee Reimbursement Property means real property as defined in Exhibit D-2 from which Collected Water Impact Fees shall be eligible to be reimbursed upon development. Water Improvements means design, surveying, testing, construction, and any other improvements necessary for a complete water line segment for the Water Project in accordance with City Regulations. Water Project means the design and construction of approximately 2,800 linear feet of twelve inch water main, more particularly depicted and described in Exhibit D-3, attached hereto, and in accordance with construction plan(s) for the Water Improvements included in the Water Project approved by the City. Water Reimbursement Amount has the meaning ascribed to that term in Section 4(d)(1). SECTION 3 GENERAL PROVISIONS APPLICABLE TO IMPROVEMENT PROJECTS (a) Documentation of Actual Amounts Paid. (1) Roadway Project. Once Developer fully completes the Roadway Project, Developer shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the Roadway Design and Construction Cost. The City Manager shall review the documentation provided and shall approve or deny the Roadway Design and Construction Cost within fifteen (15) business days of receipt thereof (which approvals shall not be unreasonably withheld). If the City Manager takes no action within such fifteen (15) day period, the documentation and the Roadway Design and Construction Cost shall be deemed approved. Upon approval (or deemed approval) of the Roadway Design and Construction Cost, the City shall issue a written acceptance letter to Developer, which shall signify final acceptance by the City of the Roadway Project (referred to as the "City Acceptance Date"). Notwithstanding the foregoing or any provision of this Agreement, there shall be no such deemed approval by the City Manager unless the above-referenced documentation includes the following text in bold, underlined, uppercase, 12 pt font conspicuously placed on the cover letter or first page of the documentation submittal, as applicable: “THIS DOCUMENTATION SUBMITTAL SHALL BE DEEMED APPROVED UNLESS THE CITY MANAGER TAKES ACTION TO APPROVE OR DENY THE ROADWAY DESIGN AND CONSTRUCTION COST WITHIN FIFTEEN (15) BUSINESS Impact Fee Reimbursement Agreement- Page 4 DAYS OF RECEIPT OF THIS SUBMITTAL IN ACCORDANCE WITH THE IMPACT FEE REIMBURSEMENT AGREEMENT ENTERED INTO BETWEEN THE CITY OF ANNA, TEXAS AND PULTE HOMES OF TEXAS, L.P..” (2) Sewer Project. Once Developer fully completes the Sewer Project, Developer shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the Sewer Design and Construction Cost. The City Manager shall review the documentation provided and shall approve or deny the Sewer Design and Construction Cost within fifteen (15) business days of receipt thereof (which approvals shall not be unreasonably withheld). If the City Manager takes no action within such fifteen (15) day period, the documentation and the Sewer Design and Construction Cost shall be deemed approved. Upon approval (or deemed approval) of the Sewer Design and Construction Cost, the City shall issue a written acceptance letter to Developer, which shall signify final acceptance by the City of the Sewer Project (referred to as the "City Acceptance Date"). Notwithstanding the foregoing or any provision of this Agreement, there shall be no such deemed approval by the City Manager unless the above-referenced documentation includes the following text in bold, underlined, uppercase, 12 pt font conspicuously placed on the cover letter or first page of the documentation submittal, as applicable: “THIS DOCUMENTATION SUBMITTAL SHALL BE DEEMED APPROVED UNLESS THE CITY MANAGER TAKES ACTION TO APPROVE OR DENY THE SEWER DESIGN AND CONSTRUCTION COST WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS SUBMITTAL IN ACCORDANCE WITH THE IMPACT FEE REIMBURSEMENT AGREEMENT ENTERED INTO BETWEEN THE CITY OF ANNA, TEXAS AND PULTE HOMES OF TEXAS, L.P..” (3) Water Project. Once Developer fully completes the Water Project, Developer shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the Water Design and Construction Cost. The City Manager shall review the documentation provided and shall approve or deny the Water Design and Construction Cost within fifteen (15) business days of receipt thereof (which approvals shall not be unreasonably withheld). If the City Manager takes no action within such fifteen (15) day period, the documentation and the Water Design and Construction Cost shall be deemed approved. Upon approval (or deemed approval) of the Water Design and Construction Cost, the City shall issue a written acceptance letter to Developer, which shall signify final acceptance by the City of the Water Project (referred to as the "City Acceptance Date"). Notwithstanding the foregoing or any provision of this Agreement, there shall be no such deemed approval by the City Manager unless the above-referenced documentation includes the following text in bold, underlined, uppercase, 12 pt font conspicuously placed on the cover letter or first page of the documentation submittal, as applicable: “THIS DOCUMENTATION SUBMITTAL SHALL BE DEEMED APPROVED UNLESS THE CITY MANAGER TAKES ACTION TO APPROVE OR DENY THE WATER DESIGN AND CONSTRUCTION COST WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS SUBMITTAL IN ACCORDANCE WITH THE IMPACT FEE REIMBURSEMENT AGREEMENT ENTERED INTO BETWEEN THE CITY OF ANNA, TEXAS AND PULTE HOMES OF TEXAS, L.P..” Impact Fee Reimbursement Agreement- Page 5 (b) Maintenance Bond. For the construction contract(s) for the Roadway Project, the Sewer Project, and the Water Project entered into by or on behalf of Developer, Developer or Developer’s contractor(s), as applicable, further must execute one or more maintenance bonds in accordance with applicable City Regulations that guarantees the costs of any repair which may become necessary to any part of the construction work performed in connection with the Roadway Project, the Sewer Project, and the Water Project arising from defective workmanship or materials used therein, for a full period of two (2) years form the City Acceptance Date. (c) Approval of Plats/Plans. Approval by the City, the City's engineer or other City employee or representative of any plans, designs or specifications submitted by Developer pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developer, its engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer's engineer, its officers, agents, servants or employees, it being the intent of the Parties that approval by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed and that the design plans and specifications meet the requirements of the City Regulations. (d) Insurance. Developer or its contractor(s) shall acquire and maintain, during the period of time when the Roadway Project, the Sewer Project, and/or the Water Project are under design and/or construction: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Roadway Project, the Sewer Contract, and/or the Water Project design contracts and/or construction contracts, whether by Developer, a contractor, subcontractor, engineer, materialman, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of design and/or construction contracts, Developer shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non-renewal or modification of the same, the City shall receive written notice of such cancellation, non-renewal or modification. (e) Indemnification and Hold Harmless. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND SHALL DEFEND THE 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, WITHOUT LIMITATION, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND Impact Fee Reimbursement Agreement- Page 6 OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND RELATED EXPENSES, EXPERT WITNESS FEES AND RELATED EXPENSES AND OTHER CONSULTANT FEES AND RELATED EXPENSES) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF DEVELOPER, ITS AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN AND/OR CONSTRUCTION OF THE ROADWAY PROJECT, SEWER PROJECT, AND/OR WATER PROJECT INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY. SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT. AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE DESIGN OR CONSTRUCTION OF THE ROADWAY PROJECT, THE SEWER PROJECT, AND/OR WATER PROJECT BY DEVELOPER, NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND DEVELOPER. DEVELOPER FURTHER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY AGAINST ANY AND ALL CLAIMS OR SUITS, BY ANY PERSON CLAIMING AN INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT AND WHICH CLAIMS: (1) ARISE IN ANY WAY FROM THE CITY'S RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; OR (2) RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH DEVELOPER’S OBLIGATIONS UNDER THIS AGREEMENT. NOTWITHSTANDING THIS PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT, DEVELOPER SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND, OR HOLD THE CITY HARMLESS FOR THE CITY'S OWN NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS INDEMNIFICATION AND HOLD HARMLESS PROVISION SHALL ONLY APPLY TO DEVELOPER TO THE EXTENT THAT DEVELOPER DESIGNS OR CONSTRUCTS THE ROADWAY PROJECT, SEWER PROJECT, AND/OR WATER PROJECT OR CAUSES THE DESIGN OR CONSTRUCTION OF THE ROADWAY PROJECT, SEWER PROJECT, AND/OR WATER PROJECT. SECTION 4 CONSTRUCTION AND REIMBURSEMENT OF IMPROVEMENT PROJECTS (a) Developer Obligations. As a condition to receipt of the impact fee reimbursement set forth herein, Developer agrees to design and construct the Roadway Improvements, Sewer Improvements, and Water Improvements and to complete construction of the Roadway Project, the Sewer Project, and the Water Project in a good and workmanlike manner and in accordance with City Regulations and all related construction plans and permits approved by the City and any other authorities having any jurisdiction over said projects. Developer shall Commence Construction within 60 days of execution of this Agreement. Impact Fee Reimbursement Agreement- Page 7 (b) City Obligations, Roadway Reimbursements (1) In accordance with City Regulations and state law, the City shall collect roadway impact fees from the Roadway Impact Fee Reimbursement Property as described in Exhibit B- 2 (the “Collected Roadway Impact Fees”) and said collection shall occur at the time of issuance of building permits. The City shall place such Collected Roadway Impact Fees in a separate and clearly identifiable interest-bearing account. The City shall reimburse Developer up to the lesser of $1,331,105.16 or the Developer’s Design and Construction Cost in the aggregate on a quarterly basis (the lessor said amounts referenced herein as the “Roadway Reimbursement Amount”) commencing on the first full quarter after the City Acceptance Date. Notwithstanding the foregoing or any other provision of this Agreement, the Collected Roadway Impact Fees shall be the sole source of funding for the City’s reimbursement(s) to Developer in connection with the Roadway Project even if the total amount of the Collected Roadway Impact Fees is less than the Roadway Reimbursement Amount. (2) Notwithstanding the foregoing or any other provision of this Agreement, the Roadway Reimbursement Amount otherwise required to be reimbursed under this Agreement shall not be payable to the Developer unless and until the City has fully discharged its obligations to provide roadway impact fee reimbursements to the extent required under separate agreements approved in the City of Anna Resolution 2022-08-1225, City of Anna Resolution 2021-01-851, and City of Anna Resolution 2014-02-01 as well as all other agreements between the City of and any or all of the following entities: 1. Anna Town Center No. 1/BRGT, Ltd. 2. Anna Town Center No. 2/BRTO, Ltd. 3. Anna Town Center No. 3/WARN, Ltd. 4. Anna Town Center No. 4/SHRP, Ltd. 5. Anna Town Center No. 5/HSLT, Ltd. 6. Anna Town Center No. 6/LNRD, Ltd. 7. Anna Town Center No. 7/BRGT, Ltd. 8. 40 PGE, Ltd. 9. Anna Crossing 40 PGE, Ltd. 10. Anna Town Center No. 8/CTS, Ltd. 11. Anna Crossing AMC, Ltd. 12. Anna Crossing No. 8/Pulte Homes of Texas, LP 13. Anna Crossing No. 9/Pulte Homes of Texas, LP (3) Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall expire on September 30 in the tenth year after the City Acceptance Date after which the parties shall have no further rights or obligations aside from those that expressly survive the term of this Agreement, if any. (c) City Obligations, Sewer Reimbursements (1) In accordance with City Regulations and state law, the City shall collect sewer impact fees from the Sewer Impact Fee Reimbursement Property as described in Exhibit C-2 Impact Fee Reimbursement Agreement- Page 8 (the “Collected Sewer Impact Fees”) and said collection shall occur at the time of issuance of building permits. The City shall place such Collected Sewer Impact Fees in a separate and clearly identifiable interest-bearing account. The City shall reimburse Developer up to the lesser of $1,165,042.29 or the Developer’s Design and Construction Cost in the aggregate on a quarterly basis (the lessor said amounts referenced herein as the “Sewer Reimbursement Amount”) commencing on the first full quarter after the City Acceptance Date. Notwithstanding the foregoing or any other provision of this Agreement, the Collected Sewer Impact Fees shall be the sole source of funding for the City’s reimbursement(s) to Developer in connection with the Sewer Project even if the total amount of the Collected Sewer Impact Fees is less than the Sewer Reimbursement Amount. (2) Notwithstanding the foregoing or any other provision of this Agreement, the Sewer Reimbursement Amount otherwise required to be reimbursed under this Agreement shall not be payable to the Developer unless and until the City has fully discharged its obligations to provide sewer impact fee reimbursements to the extent required under separate agreements approved in the City of Anna Resolution 2022-08-1225, City of Anna Resolution 2021-01-851, and City of Anna Resolution 2014-02-01 as well as all other agreements between the City of and any or all of the following entities: 1. Anna Town Center No. 1/BRGT, Ltd. 2. Anna Town Center No. 2/BRTO, Ltd. 3. Anna Town Center No. 3/WARN, Ltd. 4. Anna Town Center No. 4/SHRP, Ltd. 5. Anna Town Center No. 5/HSLT, Ltd. 6. Anna Town Center No. 6/LNRD, Ltd. 7. Anna Town Center No. 7/BRGT, Ltd. 8. 40 PGE, Ltd. 9. Anna Crossing 40 PGE, Ltd. 10. Anna Town Center No. 8/CTS, Ltd. 11. Anna Crossing AMC, Ltd. 12. Anna Crossing No. 8/Pulte Homes of Texas, LP 13. Anna Crossing No. 9/Pulte Homes of Texas, LP (3) Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall expire on September 30 in the tenth year after the City Acceptance Date after which the parties shall have no further rights or obligations aside from those that expressly survive the term of this Agreement, if any. (d) City Obligations, Water Reimbursements (1) In accordance with City Regulations and state law, the City shall collect water impact fees from the Water Impact Fee Reimbursement Property as described in Exhibit D-2 (the “Collected Water Impact Fees”) and said collection shall occur at the time of issuance of building permits. The City shall place such Collected Water Impact Fees in a separate and clearly identifiable interest-bearing account. The City shall reimburse Developer up to the lesser of $160,908.00 or the Developer’s Design and Construction Cost in the Impact Fee Reimbursement Agreement- Page 9 aggregate on a quarterly basis (the lessor said amounts referenced herein as the “Water Reimbursement Amount”) commencing on the first full quarter after the City Acceptance Date. Notwithstanding the foregoing or any other provision of this Agreement, the Collected Water Impact Fees shall be the sole source of funding for the City’s reimbursement(s) to Developer in connection with the Water Project even if the total amount of the Collected Water Impact Fees is less than the Water Reimbursement Amount. (2) Notwithstanding the foregoing or any other provision of this Agreement, the Water Reimbursement Amount otherwise required to be reimbursed under this Agreement shall not be payable to the Developer unless and until the City has fully discharged its obligations to provide water impact fee reimbursements to the extent required under separate agreements approved in the City of Anna Resolution 2022-08-1225, City of Anna Resolution 2021-01-851, and City of Anna Resolution 2014-02-01 as well as all other agreements between the City of and any or all of the following entities: 1. Anna Town Center No. 1/BRGT, Ltd. 2. Anna Town Center No. 2/BRTO, Ltd. 3. Anna Town Center No. 3/WARN, Ltd. 4. Anna Town Center No. 4/SHRP, Ltd. 5. Anna Town Center No. 5/HSLT, Ltd. 6. Anna Town Center No. 6/LNRD, Ltd. 7. Anna Town Center No. 7/BRGT, Ltd. 8. 40 PGE, Ltd. 9. Anna Crossing 40 PGE, Ltd. 10. Anna Town Center No. 8/CTS, Ltd. 11. Anna Crossing AMC, Ltd. 12. Anna Crossing No. 8/Pulte Homes of Texas, LP 13. Anna Crossing No. 9/Pulte Homes of Texas, LP (3) Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall expire on September 30 in the tenth year after the City Acceptance Date after which the parties shall have no further rights or obligations aside from those that expressly survive the term of this Agreement, if any. SECTION 5 EFFECTIVE DATE The "Effective Date" of this Agreement is the date that the last of the Parties' signatures to this Agreement is fully and properly affixed to this Agreement and acknowledged by a public notary. The City's duties and obligations hereunder shall not arise unless and until all Parties have duly executed this Agreement. Impact Fee Reimbursement Agreement- Page 10 SECTION 6 TERMINATION This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of the terms of this Agreement unless sooner terminated under the express terms of this Agreement. SECTION 7 SUCCESSORS AND ASSIGNS (a) All obligations and covenants under this Agreement shall bind Developer and its successors and assigns. (b) Except for future owners of all or a portion of the Property, this Agreement shall not be assignable by Developer without the prior written consent of the City. SECTION 8 MISCELLANEOUS PROVISIONS (a) Authority to execute contract. The undersigned officers and/or agents of the Parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the Parties hereto, and each Party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. (b) Notice. All notices, demands or other communications required or provided hereunder shall be in writing and shall be deemed to have been given on the earlier to occur of actual receipt or three (3) days after the same are given by hand delivery or deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, addressed to the Parties at the addresses set forth below or at such other addresses as such Parties may designate by written notice to the other Parties in accordance with this notice provision. If to the City: City of Anna Attn: City Manager P.O. Box 776 111 N. Powell Parkway Anna, TX 75409 If to Developer: Pulte Homes of Texas, L.P. Attn: Marc Zett 9111 Cypress Waters, Suite 100 Coppell, TX 75019 (c) Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of all Parties expressly amending the terms of this Agreement. (d) Applicable Law and Venue. This Agreement shall be performable and all compensation payable in Collin County, Texas. This Agreement will be construed under the laws of the state of Texas, without regard to choice-of-law rules of any jurisdiction. Venue and exclusive jurisdiction under this Agreement lies in a court of competent jurisdiction in Collin County, Texas. Impact Fee Reimbursement Agreement- Page 11 (e) Severability. If any clause, paragraph, section or portion of this Agreement shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Agreement shall remain in full force and effect and the unlawful provision shall be replaced with a provision as similar in terms and effect to such unlawful provision as may be valid, legal and enforceable. (f) Representation. Each signatory representing this Agreement has been read by the party for which this Agreement is executed and that such Party has had an opportunity to confer with its counsel. (g) Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. (h) Waiver. Waiver by any Party or any breach of this Agreement, or the failure of any Party to enforce any of the provisions of this Agreement, at any time shall not in any way affect, limit or waive such Party's right thereafter to enforce and compel strict compliance of the Agreement. (i) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. (j) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties hereto and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. (k) Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. (l) No Waiver of Development Ordinances. No waiver of any provision of this Agreement will be deemed to constitute a waiver of any other provision or any other agreement among the Parties. No waiver of any provision of this Agreement will be deemed to constitute a continuing waiver unless expressly provided for by written amendment to this Agreement; nor will the waiver of any default under this Agreement be deemed a waiver of any subsequent defaults of the same type. Nothing herein shall waive any obligations of Developer under applicable City Regulations. (m) Exhibits. Exhibit A The Property (legal description and drawing) Exhibit B-1 Breakdown of Roadway Construction Costs (estimate) Exhibit B-2 Roadway Impact Fee Reimbursement Property Exhibit B-3 Roadway Project Impact Fee Reimbursement Agreement- Page 12 Exhibit C-1 Breakdown of Sewer Construction Costs (estimate) Exhibit C-2 Sewer Impact Fee Reimbursement Property Exhibit C-3 Sewer Project Exhibit D-1 Breakdown of Water Construction Costs (estimate) Exhibit D-2 Water Impact Fee Reimbursement Property Exhibit D-3 Water Project [SIGNATURE PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Impact Fee Reimbursement Agreement – Exhibit A Pulte Homes of Texas, L.P., a Texas limited partnership By: Pulte Nevada I LLC, its general partner By: Name: Marc Zett Title: Vice President of Land Development IN WITNESS WHEREOF: STATE OF TEXAS § § COUNTY OF _______ § Before me, the undersigned notary public, on the _______ day of __________ 2024, personally appeared _______________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as __________________ of _______________Corporation, a Texas __________________. Notary Public, State of Texas (SEAL) Impact Fee Reimbursement Agreement – Exhibit A CITY OF ANNA By: Ryan Henderson, City Manager IN WITNESS WHEREOF: STATE OF TEXAS § § COUNTY OF COLLIN § Before me, the undersigned notary public, on the ______ day of ___________ 2024, personally appeared _____________, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas (SEAL) Impact Fee Reimbursement Agreement – Exhibit A EXHIBIT A The Property Impact Fee Reimbursement Agreement – Exhibit B-1 EXHIBIT B-1 Breakdown of Roadway Construction Costs (estimate) Impact Fee Reimbursement Agreement – Exhibit B-2 EXHIBIT B-2 Roadway Impact Fee Reimbursement Property Impact Fee Reimbursement Agreement – Exhibit B-3 EXHIBIT B-3 Roadway Project Impact Fee Reimbursement Agreement – Exhibit B-3 Impact Fee Reimbursement Agreement – Exhibit B-3 Impact Fee Reimbursement Agreement – Exhibit C-1 EXHIBIT C-1 Breakdown of Sewer Construction Costs (estimate) Impact Fee Reimbursement Agreement – Exhibit C-2 EXHIBIT C-2 Sewer Impact Fee Reimbursement Property Impact Fee Reimbursement Agreement – Exhibit C-3 EXHIBIT C-3 Sewer Project Impact Fee Reimbursement Agreement – Exhibit D-1 EXHIBIT D-1 Breakdown of Water Construction Costs (estimate) Impact Fee Reimbursement Agreement – Exhibit D-2 EXHIBIT D-2 Water Impact Fee Reimbursement Property Impact Fee Reimbursement Agreement – Exhibit D-3 EXHIBIT D-3 Water Project Item No. 7.d. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Dalan Walker AGENDA ITEM: Consider/Discuss/Action on a Resolution accepting the dedication of 12.642 acres of park land from Anna 51 Joint Venture. (Park Planning and Development Manager Dalan Walker) SUMMARY: Anna 51 Joint Venture is dedicating 12.642 acres of park land to facilitate the development of a concrete hike and bike trail. The Parks Advisory Board unanimously recommended acceptance of the park land earlier this year. FINANCIAL IMPACT: Once the trail is complete, the City will maintain the property. BACKGROUND: A trail is planned to run north-south from White St through the Villages of Waters Creek and Meryl Street developments. This 12.642 acres is crucial to the development of the trail. Anna 51 Joint Venture is over-dedicating in this development and will be given credit for park land dedication for a future development in the immediate area. JPI will construct the trail. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Active. ATTACHMENTS: 1. Resolution for Acceptance of Park Land at Waters Creek from Anna 51 Joint Venture 2. Carol Park Land Dedication Signed by Don 3. JPI21001-C-HIKE AND BIKE OVERALL CITY OF ANNA, TEXAS RESOLUTION NO. _________________ A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A CONSTRUCTION AGREEMENT WITH AALC, LLC, DBA PERFECT FINISH LANDSCAPING TO CONSTRUCT A TRAIL, BRIDGE AND ASSOCIATED AMENITIES AT PECAN GROVE PARK. WHEREAS, the City Council of the City of Anna, Texas, (“City Council”) finds that dedication of park land along Buddy Hayes Blvd is necessary for the development of a trail; and WHEREAS, the City Council considers the dedication of park land for the development of a trail to meet several goals and objectives set forth in the Strategic Plan adopted by City Council; and WHEREAS, the Parks Advisory Board recommends acceptance of the dedicated property as park land; and WHEREAS, the City Council accepts the dedication of 12.642 acres by Anna 51 Joint Venture. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes as set forth in full. Section 2. Approval and Authorization of Agreement. The City Council hereby accepts the park land dedication from Anna 51 Joint Venture and ratifies and approves the City Manager’s execution of the same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize and enforce the acceptance of park land from Anna 51 Joint Venture. PASSED, APPROVED, AND ADOPTED on first and final reading on this 24th day of September 2024. ATTEST: APPROVED: _____________________________ ______________________________ City Secretary, Carrie Land Mayor, Pete Cain 100YR FP100YR FP1 0 0 Y R F P 100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP1 0 0 YR FP 100YR FP 100YR F P 100YR FP 100YR FP 100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR F P 100Y R F P 1 0 0 Y R F P 100YR FP100YR FP100YR FP100YR F P 100YR F P100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP100YR F P 100YR F P 100YR F P 1 0 0 Y R F P 100YR FP 100YR F P 100Y R F P 100YR FP100YR FP100YR FP100YR FP100YR FP100YR FP 100YR FP 1 0 0 Y R F P 100YR FP 100YR F P 100YR FP100YR FP100YR FP 100YR F P 100YR F P 100YR FP100YR FP 100YR FP100YR FP100YR FP100 Y R F P 100YR FP 10 0 Y R F P 100YR FP100YR F P 100YR F P 1 0 0 Y R F P CREEKSIDE DR PERSIMMON DR P E R S IMM O N D R 50'64.18'61.52'61.63'P E R S IMMO N D R I V E ( B Y S E P A R A T E CO N T R A C T )100YR FP100YR FP100YR FP100YR FP100YR FP1 0 0 YR F P 100YR FP100YR FP100YR FP100YR FP100YR FP1 0 . 0 ' H I K E AND B I K E TR A I L BRIDGE BY OTHERS CONNECT TO EXISTING TRAIL EXISTING ONSITE TRAIL R 5 5 . 0 'R60.0'CICICICIYIJBHWYICICICICIJBJBHWYICICIHWHWCICICICICICIJBJBR25'R25' R2 5 '10'CONNECT TO BUDDY HAYES SIDEWALK CONNECT TO BUDDY HAYES SIDEWALK R 7 5 . 0 ' R25 . 0 ' NOTES: 1.ALL PROPOSED AND EXISTING GRADES IN NON-PAVED AREAS ARE "FINISHED GRADE" (i.e. IN LANDSCAPE BEDS, TOP OF MULCH/BEDDING MATERIAL). 2.CONTRACTOR SHALL FORM SIDEWALK AND VERIFY SLOPES PRIOR TO POURING CONCRETE. CONTRACTOR SHALL ENSURE THAT CROSS SLOPES AREA NO GREATER THAN 2% ALONG THE ACCESSIBLE ROUTE AND RUNNING SLOPE IS NOT GREATER THAN 5%, UNLESS THE RUNNING SLOPE MATCHES THE EXISTING STREET SLOPE. IF ANY DISCREPANCY ARISES, CONTRACTOR SHALL CONTACT THE ENGINEER FOR SOLUTION. 3.AREAS AROUND THE PERIMETER OF THE BUILDING(S) SHALL BE AT A POSITIVE SLOPE AWAY FROM THE BUILDING TO ENSURE PROPER DRAINAGE AWAY FROM THE FOUNDATION. 4.THE CONTRACTOR MUST REFER TO THE GEOTECHNICAL REPORT, FOUNDATION PLANS, AND LANDSCAPE PLANS FOR 1) ALL BACKFILL AND COMPACTION REQUIREMENTS, 2) FOUNDATION WATER PROOFING AND 3) UNDERDRAINS AND LANDSCAPE DRAINS AROUND THE PERIMETER OF THE BUILDINGS(S). 5.TRAIL ALIGNMENT AND DESIGN MAY BE FIELD MODIFIED TO AVOID SPECIMEN OR LARGE TREES. TOP OF PAVEMENT FINISHED GRADE EX. SPOT GRADE TP 132.50 FG 132.50 EG 132.50 LOW POINTLP 132.50 HIGH POINTHP 132.50 LEGEND DRAINAGE SWALE RETAINING WALL >>PROPERTY LINE EASEMENT LINE 100 YR FLOODPLAIN LIMIT100YR FP 133 PROPOSED CONTOUR 133 EXISTING CONTOUR SIDEWALKS 4" 3,600 PSI CONCRETE PAVEMENT WITH #3 BARS @ 18" O.C.E.W. PER CITY OF ANNA STANDARDS Drawing: \\rpe.com\NetworkDrives\G\JOB\JPI21001.00_Anna Multi-Family_17Ac\3_Design\35_Civil\351_CAD\Hike and Bike Sheets\JPI21001-C-HIKE AND BIKE OVERALLLast Saved by: JHWaltonLast Saved: 8/14/2024 3:08 PMPlot Date/Time: 8/14/2024 3:08 PMASI #2NOTE: THE CONTRACTOR SHALL CONTACT THE FOLLOWING AT LEAST 48 HOURS PRIOR TO EXCAVATING IN THIS AREA: 972-881-4161 1-800-711-9112 ATMOS GAS TXU ELECTRIC DELIVERY TEXAS 811 1-800-344-8377 CONTRACTOR TO FIELD VERIFY ALL EXISTING UTILITIES VERTICALLY AND HORIZONTALLY PRIOR TO CONSTRUCTION. PROJECT #DATE SHEET WATERS CREEK HIKE & BIKE TRAIL ANNA, COLLIN COUNTY, TEXAS JULY 2024 WATERS CREEKJPI21001REVIEWER:JWR DESIGNED:TBG DRAWN:CLS CITY OF ANNA 972-924-3325 CITY OF ANNA WATER DEPT.972-924-4510 TEXAS REGISTRATION ENGINEERING FIRM NO. 12207 11000 FRISCO STREET, SUITE 400, FRISCO, TEXAS 75033 FRISCO OFFICE PHONE: (469) 213-1800 BENCHMARKS BM #1 - XCUT ON THE SOUTHEAST CORNER OF A STORM INLET ON THE SOUTH RIGHT-OF-WAY LINE OF FARM-TO-MARKET 455 +/- 300' FROM A DRIVEWAY IN THE SOUTH RIGHT-OF-WAY LINE OF F.M. 455. ELEVATION = 679.59' BM #2 - IR IN THE SOUTH RIGHT-OF-WAY LINE OF FARM-TO-MARKET 455 +/- 70' SOUTHWEST FROM A DRIVEWAY ENTRANCE IN THE SOUTH RIGHT-OF-WAY LINE OF F.M. 455 +/- 20' SOUTHWEST FROM A POWER POLE. ELEVATION = 697.14' NO.DATE REVISION C003 HIKE AND BIKE TRAIL OVERALLN0100'200' SCALE: 1" = 100' W1-2L W1-2R REMAINING TRAIL PATH ABANDONED TRAIL PATH NEW TRAIL PATH Item No. 7.e. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: Carrie Land AGENDA ITEM: Consider/Discuss/Action on filling a vacancy on the Diversity and Inclusion Advisory Commission. (Interview Committee) SUMMARY: The Interview Committee has evaluated applications from neighbors wishing to serve. They will present their nominations at the City Council Meeting for City Council's consideration. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: The seat held by Raul Luthra on the Diversity and Inclusion Advisory Commission is now vacant. The open position is Place 7, with the term set to end in 2025. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Neighborly. ATTACHMENTS: Item No. 7.f. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on Appointment of the 2025 Boards and Commissions Interview Committee (City Manager Ryan Henderson) SUMMARY: At the last meeting, a discussion was held on Appointment of the 2025 Boards and Commissions Interview Committee to hold over the current interview committee. No formal action was taken. Three council members reached out to the City Manager to ask that the item be placed back on the agenda. The Interview Committee is composed of three council members tasked with reviewing Board and Commission appointments. Their responsibilities include reviewing applications, conducting interviews, and presenting appointment recommendations to the City Council. Additionally, they suggest appointees to fill vacancies throughout the year. Interviews will be held on Saturday, October 12, 2024. Appointment will be made on Tuesday, November 12, 2024. FINANCIAL IMPACT: The item ham no financial impact. BACKGROUND: The following positions will be expiring in January 2025: Name Board name Lamarr T Dillingham Economic Development Corporation: Community Development Corporation Boards Thomas Longmire Planning and Zoning Commission Chad J Fisher Board of Adjustment Rachel C Sinagra Parks Advisory Board Alastair Hunte Parks Advisory Board Michael A Olivarez Board of Adjustment Ashley S Bergerson Board of Adjustment Jessica R Walden Planning and Zoning Commission Kylee Kelley Economic Development Corporation: Community Development Corporation Boards Michelle R Hawkins Economic Development Corporation: Community Development Corporation Boards Allison M Inesta Economic Development Corporation: Community Development Corporation Boards Jon K Hendricks Board of Adjustment Chad J Fisher Parks Advisory Board Matthew D Blanscet Planning and Zoning Commission Staci Martin Planning and Zoning Commission Susan P Jones Parks Advisory Board Travis Bates Board of Adjustment STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Neighborly. ATTACHMENTS: Item No. 8.a. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: AGENDA ITEM: Discussion on Amendments to Chapter 9 Planning and Development Regulations Pertaining to Tree Preservation and Tree Requirements (Councilman Kevin Toten). SUMMARY: Councilman Toten has requested that the City Council consider certain amendments to the tree ordinance. If this item is placed on a future agenda, it will come before council as a work session item for discussion. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: Chapter 9 Planning and Development Regulations contemplates requirements related to trees in the City of Anna (existing and new developments). Any amendments related to trees regulations would fall under this chapter. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: Item No. 9.d. City Council Agenda Staff Report Meeting Date: 9/24/2024 Staff Contact: AGENDA ITEM: Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City Council; City Attorney annual review; boards and commissions appointments. SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: