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HomeMy WebLinkAboutResolution No. 2014-026 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2014- k A RESOLUTION OF THE CITY OF THE COLONY, TEXAS AWARDING A BID AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH PRIME CONTROLS FOR THE UPGRADE OF THE EXISTING SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) SYSTEM; PROVIDING AN EFFECTIVE DATE NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Council of the City of The Colony, Texas hereby approves awarding a bid to Prime Controls for the upgrade of the city's existing Supervisory Control and Data Acquisition (SCADA) system. Section 2. That the city manager is authorized to execute a contract, attached as "Exhibit A", in the amount of $53,300. Section 3. That this resolution shall take effect immediately from and after its passage. PASSED AND APPROVED by the City Council of the City of The Colony, Texas, this 6"' day of May, 2014. y J McCot •ry, Mayor ity of The Colony, T as AfTES ` a a Christie Wilson, TRMC, City Secretary APPROVED AS TO FORM: J~x Jeff Moore, City Attorney i ORIGINAL STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE THIS AGREEMENT is dated as of the day of 9 2014, by and between the CITY OF THE COLONY, TEXAS, a Texas homey le municipality (hereinafter called "OWNER"), and Prime Controls, LP, a Texas limited partnership (hereinafter called "CONTRACTOR"). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK. CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: The scope of work consists of three (3) Remote Telemetry Unit (RTU) panels; they are Office Creek Pump Station (OCPS), Elevated Storage Tanks 2 (EST2), and Elevated Storage Tank 3 (EST3) and alternative bid Radio Telemetry System improvements. This Contract is mainly an equipment supply and installation contract, with the Engineer performing all software development. The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: SCADA SYSTEM UPGRADE City of The Colony BID #66-14-09-SCADA Article 2. ENGINEER. The Bidding and Contract Documents have been established by the City of The Colony Engineering Department. Contract administration will be provided by the City of The Colony Engineering Department who is hereinafter called ENGINEER and who is to act as OWNER'S representative, assume all duties and responsibilities and have the rights and authority assigned to the ENGINEER in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. Article 3. CONTRACT TIME. 3.1. The Work will be completed within 90 calendar days, including 3 inclement weather days, from the date when the Contract Time commences to run as provided in Item 103.6 of the General Provisions, and completed and ready for final payment in accordance with Item 109.5.4 of the General Provisions. BIDDER agrees that all work awarded will be completed within 90 Calendar days, which includes 3 inclement weather days, for this project. The CONTRACTOR will submit written documentation to the Construction Inspector assigned by the OWNER to document inclement weather days. Additional inclement weather calendar days will be added to the contract only if the 3 inclement weather days included in the bid have been approved. Contract time will commence to run as provided in the Contract Documents. Article 4. CONTRACT PRICE. 4.1. OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents in current funds subject to additions and deductions by Change Orders as provided in the contract documents in accordance with the unit prices listed in the Proposal and Bid Schedule. The contract sum shall be the amount of Fifty-Three Thousand and No/100 Dollars (S 53,300.00) . The total tangible personal property cost included in the contract sure is $ Article 5. PAYMENT PROCEDURES. CONTRACTOR shall submit Applications for Payment in accordance with Item 109.5 of the General Provisions. Applications for Payment will be processed by ENGINEER as provided in the General Provisions. 5.1. Progress Payments. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR'S Applications for Payment as recommended by ENGINEER, each month during construction as provided below. All progress payments will be on the basis of the progress of the Work measured by the schedule of values established in Item 109.5.1 of the General Provisions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General Provisions. 5.1.1. Prior to Completion, Progress Payments will be made in an amount equal to the percentage indicated in Item 109.5.2 of the General Provisions, but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with Item 109.4 of the General Provisions of the NCTCOG Specifications. 5.2. Final Payment. Upon final completion and acceptance of the Work in accordance with Item 109.5.4 of the General Provisions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER. Article 6. INTEREST. No interest shall ever be due on late payments. Article 7. CONTRACTOR'S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: 7.1. CONTRACTOR has studied carefully all reports of explorations and tests of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions as provided in Item 102.3 of the General Provisions, and accepts the determination set forth in Item SC-105.1.2 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which CONTRACTOR is entitled to rely. 7.2. CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports, and studies (in addition to or to supplement those referred to in paragraph 7.1 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance, or furnishing of the Work as CONTRACTOR considers necessary for the performance or furnishing of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Item 102.3 of the General Provisions; and no additional examinations, investigations, explorations, tests, reports, studies, or similar information or data are or will be required by CONTRACTOR for such purposes. 7.3. CONTRACTOR has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies, or similar information or data in respect of said Underground Facilities are or will be required by CONTRACTOR in order to perform and furnish the Work at the Contract Price, within the Contract time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Items 102.3, 103.1 and 104.1 of the General Provisions. 7.4. CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. 7.5. CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. Article 8. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the Work consist of the following: 8.1. This Agreement (pages 2-1 through 2-6, inclusive). 8.2. Payment Bond 8.3. Exhibits to this Agreement (immediately following this Agreement, inclusive). 8.4. Certificate of Insurance (page 2-9). 8.5. Notice of Award. 8.6. Part 1: General Provisions of the Standard Specifications for Public Works Construction, NCTCOG, fourth edition. 8.7. Supplementary Conditions to the NCTCOG, Part 1: General Provisions (Section 3 of this document). 8.8. Specifications bearing the title: "PROJECT MANUAL - Proposal, Contract, Bond Forms, and Specifications for: SCADA SYSTEM UPGRADE BID #66-14-09-SCADA City of The Colony 8.9. Construction plans, one set consisting of five (5) sheets. 8.10 The following listed and numbered addenda: 8.11. CONTRACTOR'S Proposal, Bid Schedule, and Summary of Section I - Bidding and Contract Documents (page 1-12 through 1-22). 8.12. Documentation submitted by CONTRACTOR prior to Notice of Award. 8.13. The following which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Written Amendments and other documents amending, modifying, or supplementing the Contract Documents pursuant to Items 104.2 and 109.3 of the General Provisions. 8.14. The documents listed in paragraphs 8.2 et seq. above are attached to this Agreement (except as expressly noted otherwise above). The Contract Documents may only be amended, modified, or supplemented as provided in Items 104.2 and 109.3 of the General Provisions. Article 9. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: 9.1. Amendments. This Agreement, together with the Contract Documents constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. 9?. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. Venue for any action arising under this Agreement shall lie in the state district courts of Denton County, Texas. 9.3. Assi gnment. This Agreement may not be assigned without the express written consent of the other party. 9.4. Binding Obligation. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto. CONTRACTOR warrants and represents that the individual or individuals executing this Agreement on behalf of CONTRACTOR has full authority to execute this Agreement and bind CONTRACTOR to the same. OWNER warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind it to the same. 9.5. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of the Agreement. 9.6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. 9.7. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. 9.8. Successors. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Agreement and Contact Documents. 9.9. Terms. Tenns used in this Agreement which are defined in Item 101.1 of the General Provisions will have the meanings indicated in the General Provisions. 9.10. Time is of the Essence. Time is of the essence in the perfonnance of this Agreement. Article 10. OTHER PROVISIONS. IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One counterpart each has been delivered to OWNER, CONTRACTOR and ENGINEER. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or by ENGINEER on their behalf. This Agreement will be effective on , 2014. OWNER: City of The Colony CONTRACTOR: NAME 9 $n~ , , LP 6800 Main Street ADDRESS I~ Z5 L k p~, e The Colony, TX 75056 CITY, STATE ZIP TC BY: BY: l TITL : ~Cityv Cana er _ TITLE: ; ATTEST ATTEST Address for giving notices: Address for giving notices: City of the Colony NAME .~~t 6800 Main Street ADDRESS i_ 5 L u It zp < ; 9 e ~r The Colony, Texas 75056 CITY,STATE ZIPI_,ew,.;v.,yp Attn: Ron Hartline, P.E. Attn: NAME v l h C,.~ Senior Engineer (If OWNER is a public body, attach (If CONTRACTOR is a corporation, attach evidence of authority to sign and evidence of authority to sign.) resolution or other documents authorizing execution of Agreement CITY OF THE COLONY SUPPLEMENTARY CONDITIONS TO THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS GENERAL PROVISIONS THESE SUPPLEMENTARY CONDITIONS AMEND THE STANDARD GENERAL PROVISIONS OF THE STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION, NORTH CENTRAL TEXAS, FOURTH EDITION. ALL PROVISIONS WHICH ARE NOT AMENDED OR SUPPLEMENTED REMAIN IN FULL FORCE AND EFFECT. ALL PROVISIONS AMENDED REMAIN IN FULL FORCE AND EFFECT AS AMENDED. ITEM 1.0 - DEFINITIONS SC-1.0 Engineer: The word "Engineer" in these contract documents and specifications shall be understood as referring to CITY ENGINEER, City of The Colony, 6800 Main Street, The Colony, TX 75056, Engineer of the Owner, or such other representatives as may be authorized by said owner to act in any particular position. Owner: The word "Owner" in these contract documents and specifications refers to the CITY OF THE COLONY acting through its authorized representatives. Working Day: Add the following sentence to the end of the working days definitions: Hours worked before 8:00 a.m. after 5:00 p.m., all weekends and holidays are subject to overtime. Overtime request must be made in writing and approved by the City of The Colony. Seventy- two hours notice is required. All overtime incurred by the City for inspection services shall be paid by the CONTRACTOR. If not paid, such cost may be deducted from partial payments. All other terms used in these Supplementary Conditions which are defined in the General Provisions shall have the same meanings used in the General Provisions. ITEM 103.3 - SURETY BOND SC-103.3 Before commencing any work, CONTRACTOR shall file with OWNER valid Payment Bond to cover 100% of the project cost. ITEM 103.4 - INSURANCE SC-103.4 COMMERCIAL GENERAL AND COMPREHENSIVE GENERAL INSURANCE: It is understood and agreed as a part of this contract that the CONTRACTOR shall indemnify, save and hold the City harmless from any and all claims, demands or damages which result from any injury, loss or liability as a result of CONTRACTOR'S performance of this contract, including any for which it might be contended that the City is negligent. In that regard CONTRACTOR shall carry: COMPREHENSIVE GENERAL LIABILITY AND CONTRACTOR'S INSURANCE: LIMITS: COMBINED SINGLE LIMIT BODILY INJURY AND PROPERTY DAMAGE $1,000,000.00 EACH OCCURRENCE $2,000,000.00 AGGREGATE (PER PROJECT ENDORSEMENT) (PER LOCATION ENDORSEMENT) AUTOMOBILE LIABILITY: LIMITS: COMBINED SINGLE LIMIT BODILY INJURY AND PROPERTY DAMAGE - $1,000,000.00 PER OCCURRENCE It is understood that the purpose of the insurance required herein is to cover any liability that may result, not only against the CONTRACTOR but also against the City. as a result of CONTRACTOR'S performance of this contract. Therefore, such insurance shall not include any exclusion, which may be relied upon to cause the City not to be covered. Generally the insurance coverage shall be provided by a company rated A+ or A in the current Best Key Rating Guides. All insurance other than Worker's Compensation shall be of the occurrence type. The company shall be one acceptable to the OWNER and more specifically shall be adequately capitalized and rated and shall be a company admitted in Texas. At the time of the execution of the contract and before commencing work, the CONTRACTOR shall submit to the OWNER a certificate of insurance in favor of the OWNER with a 30-day notice of cancellation, naming the -City of The Colony" as an additional insured and showing that the CONTRACTOR has the coverage required herein. All coverage shall include a waiver of subrogation clause in favor of the OWNER. The CONTRACTOR shall also file with the OWNER valid Certificates of Insurance covering all sub-contractors. WORKMAN'S COMPENSATION AND EMPLOYER'S LIABILITY: CONTRACTOR shall carry Worker's Compensation and Employer's Liability. LIMITS: WORKERS' COMPENSATION STATUTORY EMPLOYER'S LIABILITY - $1,000,000.00 PER OCCURRENCE A certificate of insurance must be attached showing that the CONTRACTOR has coverage providing for payment of benefits as specified by the Worker's Compensation Law of the State of Texas. SC-103.4.1 WORKERS' COMPENSATION INSURANCE: A. In accordance with Texas Workers' Compensation Commission New Rule 28 TAC § 110.110, the following language is required: 1. Definitions: Certificate of coverage ("certificate") - A copy of insurance, a certificate of authority to self-insure issued by the cornrnission, 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. 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 Section 406.096 of the Texas Labor Code) - 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. 2. The CONTRACTOR shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreement, which meets the necessary 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 3. The CONTRACTOR must provide a certificate of coverage to the governmental entity prior to being awarded the contract. 4. If the coverage period shown on the CONTRACTOR'S current certificate of coverage end 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. 5. The CONTRACTOR shall obtain from each person providing services on a project, and provide to the governmental entity. (a) A certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificate of coverage showing coverage for all persons providing services on the project; and (b) No later than seven (7) days after receipt by the CONTRACTOR, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 6. The CONTRACTOR shall retain all required certificates of coverage for the duration of the project and for one (1) year thereafter. T The CONTRACTOR shall notify the governmental entity in writing by certified mail or personal delivery, within ten (10) days after the CONTRACTOR knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. 8. The CONTRACTOR shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 9. The CONTRACTOR shall contractually require each person with whom it contracts to provide services on a project, to: Provide coverage, base on proper reporting of classification codes and payroll amounts and filing of any coverage agreement, 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; (a) provide to the CONTRACTOR, prior to the 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; (b) 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. (c) Obtain from each other person with whom it contracts, and provide to the CONTRACTOR: (1) a certificate of coverage, prior to the other person beginning work on the project (2) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period. If the coverage period shown on the current certificate of coverage ends during the duration of the project; (d) retain all required certificates of coverage on file for the duration of the project and for one (1) year thereafter; (e) notify the governmental entity in writing by certified mail or personal delivery, within ten (10) days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and (f) contractually require each person with whom it contracts, to perform as required by paragraphs (a) - (0, with the certificates of coverage to be provided to the person for whom they are providing services. 10. By signing this contract or providing or causing to be provided a certificate of coverage, the CONTRACTOR 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. 11. The CONTRACTOR'S failure to comply with any of these provisions is a breach of contract by the CONTRACTOR which entitles the governmental entity to declare the contract void if the CONTRACTOR does not remedy the breach within ten (10) days after receipt of notice of breach from the governmental entity. 12. The required notice at the project shall be in text of at least a nineteen (19) point type, with a title in at least thirty (30) point type, and shall contain the following text, in English and Spanish: REQUIRED WORKERS' COMPENSATION COVERAGE The law requires that each person working on this site or providing services related to this construction project must be covered by workers' compensation insurance. This includes persons providing, hauling, or delivering equipment or materials, or providing labor or transportation or other service related to the project, regardless of the identity of their employer or status as an employee. Call the Texas Workers; Compensation Commission at 512-440- 3789 to receive inforination on the legal requirements for coverage, to verify whether your employer has provided the required coverage, or to report an employer's failure to provide coverage. SC-103.4.2 CERTIFICATE OF INSURANCE: Before commencing any work, CONTRACTOR shall file with OWNER valid Certificates of Insurance, from an Insurance Company with a rating of A or higher in the current Best's Key Rating Guide and acceptable to the OWNER and the ENGINEER. ITEM 103.5 - NOTICE TO PROCEED SC-103.5 Before CONTRACTOR starts the Work at the site, a Pre-Construction Conference conducted by the Engineer and attended by CONTRACTOR, and others as appropriate will be held to discuss the schedules referred to in Items 105.3, 108.1 and 109.5, and to discuss procedures for handling Shop Drawings and other submittals and for processing Applications for Payment, and to establish a working understanding among the parties as to the Work. ITEM 104.2 - CHANGE OR MODIFICATION OF CONTRACT SC-104.2.1 104.2.1 Amend the last sentence in Paragraph two of Item 104.2.1 to delete the following "except as provided below." Add the following sentence to the end of paragraph two in Item 104.2.1: "The unit price of an item of Unit Price Work shall be subject to re-evaluation and adjustment under the following conditions:- ITEM 105. 1.1 - PRIORITY OF CONTRACT DOCUMENTS SC-105.1.1 Add the following language at the end of the Item 105.1.1: "If there is any conflict between the provisions of the Contract Documents and any such referenced standard specifications, manuals or codes, the provisions of the Contract Documents shall take precedence over that of any standard specifications, manuals or codes." ITEM 105.1.2 - CORRELATION OF DOCUMENTS SC-105.1.2 Add the following to the end of Item 105.1.2: Not applicable ITEM 105.1.3 - CONTRACT DRAWINGS AND SPECIFICATIONS SC-105.1.3 Amend the first sentence of 105.1.3 by changing "such copies" to "five (5) copies." ITEM 105.2 - MATERIALS AND WORKMANSHIP; WARRANTIES AND GUARANTEES SC-105.2.2 CONTRACTOR must warranty all parts and labor for a period of one (1) year after project has been accepted as being complete by the OWNER'S engineer. ITEM 106.3 - OWNERS, OFFICERS, EMPLOYEES OR AGENTS SC-106.3.2 106.3.2 Conflict of Interest City Charter states that no officer of the City shall have a financial interest, direct or indirect, in any contract with the City, nor shall be financially interested, directly or indirectly, in the sale to the City of any land, or rights or interest in any land, materials, supplies or services. This prohibition does not apply when the interest is represented by ownership of stock in a corporation involved, provided such stock ownership amounts to less than one percent (1%) of the corporation stock. Any violation of this prohibition will constitute malfeasance in office. Any officer or employee of the City found guilty thereof should thereby forfeit his office or position. Any violation of this prohibition with the knowledge, expressed or implied, of the persons or corporations contracting with the City shall render the contract voidable by the City Manager or the City Council. The CONTRACTOR represents that no employee or officer of the City has an interest in the CONTRACTOR. ITEM 107.14 - STATE AND LOCAL SALES AND USE TAXES SC-107.14 Recent legislation has removed the sales tax exemption previously provided by Section 151.311 of the Tax Code covering tangible personal property purchased by a contractor for use in the performance of a contract for the improvement of City-owned realty. It is still possible, however, for a contractor to make tax-free purchase of tangible personal property which will be incorporated into and become part of a City construction project through the use of a "separated contract" with the City. A "separated contract" is one which separates charges for materials from charges for labor. Under such a contract, the contractor becomes a "seller" of those materials which are incorporated into the project, such as bricks, lumber, concrete, paint, etc. The contractor issues a resale certificate in lieu of paying the sales tax at the time such items are purchased. The contractor then receives an exemption certificate from the city for those materials. (This procedure may not be used, however, for materials which do not become a part of the finished product. For example, equipment rentals, form materials, etc., are not considered as becoming "incorporated" into the project). Utilization of this "separated contract" approach eliminates the need for bidders to figure in sales tax for materials which are to be incorporated into the project. The successful bidder's bid form will be used to develop the "separated contract" and will determine the extent of the tax exemption. Upon execution of the construction contract, the contractor shall furnish a breakdown (per item) of 1) materials incorporated into the project; and 2) labor, equipment, supervision and materials not incorporated into the project. ITEM 107.19.2 - PROTECTION OF WORK AND OF PERSONS AND PROPERTY SC-107.19.2 Add the following new Item 107.19.2.1 immediately after Item 107.19.2: 107.19.2.1 Should CONTRACTOR cause damage to the work or property of any separate Contractor at the site, or should any claim arise out of CONTRACTOR's work, CONTRACTOR shall promptly attempt to settle with such other Contractor by agreement, or to otherwise resolve the dispute by arbitration or at law. CONTRACTOR shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold OWNER, ENGINEER and Consulting Engineer harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of engineers, architects, attorneys and other professionals and court and arbitration costs) arising directly, indirectly or consequentially out of any action, legal or equitable, brought by any separate Contractor against OWNER, ENGINEER or Consulting Engineer to the extent based on a claim arising out of CONTRACTOR'S performance of the Work. Should a separate Contractor cause damage to the work or property of CONTRACTOR or should the performance of work be any separate Contractor at the site give rise to any other claim, CONTRACTOR shall not institute any action, legal or equitable, against OWNER, ENGINEER or Consulting Engineer or permit any action against any of them to be maintained and continued in its name or for its benefit in any court or before any arbiter which seeks to impose liability on or to recover damages from OWNER, ENGINEER or Consulting Engineer on account of any such damage or claim. If CONTRACTOR is delayed at any time in performing or furnishing Work by any act or neglect of a separate Contractor and OWNER and CONTRACTOR are unable to agree as to the extent of any adjustment in Contract Time attributable thereto, CONTRACTOR may make a claim for an extension of time in accordance with Item 108.8. An extension of the Contract Time shall be CONTRACTOR's exclusive remedy with respect to OWNER, ENGINEER and Consulting Engineer for any delay, disruption, interference or hindrance caused by any separate Contactor. ITEM 108.1 - PROGRESS SCHEDULE SC-108.1 If requested by Owner, Engineer or Contractor. ITEM 108.3 - OTHER CONTRACTORS; OBLIGATION TO COOPERATE SC-108.3 In such event, Contractor shall be entitled to an extension of working time only for unavoidable delays verified by the Engineers, as provided in Item 108.8; however, no increase in the contract price shall be due the Contractor. The ENGINEER shall coordinate such other work with the CONTRACTOR and schedule events to minimize delay caused to the CONTRACTOR. No additional time shall be given to the CONTRACTOR of such related work except as provided in Item 108.8. ITEM 108.8 - DELAYS; EXTENSION OF TIME; LIQUIDATED DAMAGES SC-108.8 No extension of the contract time shall be allowed unless the CONTRACTOR can demonstrate the delay caused an adverse impact to the critical path and that loss of time cannot be made up by revising the sequence of the work of the project. "Do we need to add LIQUIDATED DAMAGES cost" ITEM 109.5 - MONTHLY ESTIMATE, PARTIAL PAYMENTS, RETAINAGE, FINAL INSPECTION, ACCEPTANCE AND FINAL PAYMENT SC-109.5 On or before the 10th day of each month, the CONTRACTOR shall prepare and submit to the ENGINEER for approval or modification, a statement documenting the total value of the work done by the CONTRACTOR up to and including the last day of the preceding month; said statement shall also include the value of acceptable materials delivered on the site of the project that are yet to be fabricated into the work, as previously approved by the ENGINEER and shall include an updated construction schedule. The OWNER shall then pay the CONTRACTOR on or before the 25th day of the current month the total amount of the approved statement, less a retainage of ten percent (10%) (if the total amount of the contract awarded is four hundred thousand ($400,000) dollars or more, then the amount of the retainage shall be five percent (5%) rather than ten percent (10%) plus the usual retainage on partial payments, which ten percent (10%) or five percent (5%) shall be retained until final payment, and further less all previous payments and all further sums that may be retained by the OWNER under the teens of the Agreement. It is v understood, however, that in case the whole work be near to completion and some unexpected and unusual delay occurs due to no fault and neglect on the part of the CONTRACTOR and OWNER, then the OWNER may - upon written recommendation of the ENGINEER - pay a reasonable and equitable portion of the retained percentage to the CONTRACTOR, or the CONTRACTOR at the OWNER'S option, may be relieved of the obligation to fully complete the work and, thereupon, the CONTRACTOR shall receive payment of the balance due him under the contract subject only to the conditions stated under "Final Payment." Items not included in the Proposal Section shall be subsidiary to those items provided under the Proposal Section.