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Vistas of C P1-BD 970212CENTEX HOMES Al L DISPUTFS CONCFRNING THF INTERPRETATION OR ENFORCEMENT OF THIS CONTRACT AND AGREI=MI=NT ARE SUBJECT TO THE PROVISIONS OF THE TEXAS GENI=RAL ARBITRATION ACT, ARTIC! E 224, ET. SEG VATS SPECIFICATIONS AND CONTRACT DOCUMENTS FOR STREET AND ALLEY PAVING IMPROVEMENTS Vistas of Coppell, Phase lA & 2B CITY OF COPPELL, TEXAS Centex Homes, A Nevada general partnership DBA CENTEX HOMES Vistas of Coppell, Phase lA & 2B Index Page 2 CENTEX HOMES I. INDEX I. INDEX II. GENERAL CONDITIONS A. WORK B. PRICE C. PAYMENT SCHEDULE D. PAYMENTS BY CONTRACTOR E. PERFORMANCE OF WORK F. FAMILIARITY WITH THE SITE G. PROTECTION OF WORK H. INSURANCE I. INDEMNITY J. COMPLIANCE WITH LAWS K. TERMINATION OF AGREEMENT BY OWNER L. ASSIGNMENT M. DEFAULT N. CLEAN UP O. CALL BACK RESPONSIBILITY P. AUTHORIZED PERSONS Q. ENTIRE AGREEMENT R. SUCCESSORS AND ASSIGNS S. WAIVER T. NOTICE U. TIME V. WORDS AND HEADINGS W. BONDS X. TAXES Y. DRUGS AND ALCHOHOL Z. LIENS AA. WARRANTY AB. OTHER AGREEMENTS III. RIDER A. SCOPE OF WORK B. COMPENSATION C. SALES TAX D. INVOICING E. CONSULTANTS F. SUPERVISION G. SCHEDULING H. AMENDMENTS TO ENGINEER'S SPECIFICATIONS I. EXTENT OF AGREEMENT IV. CONTRACT PRICES V. SPECIAL PROVISIONS FOR STREET AND ALLEY PAVING A. SUBMITTALS B. EXCLUSIONS C, INCLUSIONS D. MEASUREMENT OF QUANTITIES: E. GENERAL NOTES: F. SAFETY PROVISIONS VI. SIGNATURES C V/stas of Coppell, Phase IA & £B General Condit~ns }~ Page CENTEX HOMES II. GENERAL CONDITIONS This Agreement is made February 12, 1997, by and between Glenn Thurman, Inc. whose address is P.O. Box, Mesquite, Texas and Centex Homes, A Nevada general partnership, a Nevada corporation doing business as Centex Homes ["Owner"], whose address is 1660 South Stem mons, Suite 230, Lewisville, Texas 75067. WHEREAS, Contractor wishes to perform work and/or furnish materials in the construction of Vistas of Coppell, Phase lA & 2B [the "Project, on the following real property: Spur 553 East of Denton Tap Road, City of Coppell, Texas ["Site"]: NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: A. WORK In accordance with all of the terms and conditions of this Agreement, Contractor shall perform and finish in a good and workmanlike manner, and shall furnish all materials, labor, equipment, supplies and tools for the following descrbed work [describe Contractor's work]: STREET AND ALLEY PAVING IMPROVEMENTS [the "Work"]. The Work shall be performed in accordance with plans, specifications, drawings and schedules for the Work, and any supplemental terms and conditions to this Agreement, all of which are on file at the office of Owner [collectively called the "Contract Documents"] and incorporated into the Agreement by this reference as if fully set forth. The contract price has been determined upon the basis of estimates furnished to Owner by Contractor which estimates are incorporated by reference into this Agreement and made a part thereof. B. PRICE Owner shall payto Contractor for the Work the sum specified in the attached Rider, [the "Contract Price"], upon the conditions contained herein. C. PAYMENT SCHEDULE Payments shall be made as set forth in the Rider attached hereto and made a part of this Agreement. Final payment to Contractor shall be made following completion of the Work but not before the expiration of the period allowed by law for the filing of mechanics lien claims with respect to the Work. The making of final payment to Contractor shall not be construed as acceptance of the Work or waiver of any rights of Owner under this Agreement and shall not relieve Contractor of any of its obligation hereunder. Notwithstanding any other provisions of this Agreement, Owner shall not be obligated to make any payment to Contractor if and as long as one or more of the following conditions exist: [1] Contractor has failed to perform any of its obligations hereunder or otherwise is in default under this Agreement; [2] Contractor has failed to furnish to Owner, invoices and signed receipts and vouchers and lien releases or waivers in the form and manner satisfactory to Owner; [3] Any part of a payment requested is attributable to work which is defective or not performed in accordance with this Agreement and the Contract Documents; provided, however, if severable, payment shall be made as to the part thereof which appears to be propedy performed after due allowance for the cost of correcting the defective part of the work as estimated by Owner; [4] Contractor has failed to make payment promptly to any lien claimants, suppliers or subcontractors; [5] If Owner, in its good faith judgment, determines lhat the portion of the Contract Price than remaining unpaid Vistas of Coppell, Phase lA & 2B General Conditions Page 4 will not be sufficient to complete the Work and correct deficiencies in the Work. In such case no additional payments will be due Contractor hereunder unless and until. Contractor, at its sole cost, performs a sufficient portion of the Work so that such portion of the Contract Price then remaining unpaid is determined by Owner to be sufficient to so complete and correct the Work. D. PAYMENTS BY CONTRACTOR Contractor shall promptly pay in cash all costs of labor employed and materials and services furnished and used in the performance of the Work, Owner shall have the right, whenever it shall deem such procedure advisable, to make payments due to Contractor directly to any subcontractor, material or equipment supplier, utility or transportation company, insurance company, governmental agency, or union trust for any work, labor, materials, equipment, utilities, transportation, insurance premiums, taxes or the like, performed, furnished, rendered or payable in connection with the performance of the Work, unless Contractor has first delivered written notice to Owner of a dispute with any such person and has furnished security satisfactory to Owner insuring against claims therefrom. Any payment so made shall be credited against sums due Contractor in the same manner as if such payment had been made directly to Contractor. The provisions of this paragraph 4 are intended solely for the benefit of Owner and shall not inure to the benefit of any third persons, or obligate Owner or its sureties in any way to any third party. E. PERFORMANCE OF WORK Contractor shall commence performance of the Work within 5 working days of receiving notice to begin [excluding Saturdays, Sundays, and Federal holidays] and shall perform the Work as quickly and thoroughly as possible. If Contractor does not begin the Work within 5 days, or stops Work without cause or permission or is the Work in unreasonably delayed in the opinion of the Owner, Owner shall have the right to terminate this agreement and replace the Contractor. Further, if Contractor fails to perform any of its duties described in this Agreement, or in the Rider, within the limits established, or if no limits are established, within 48 hours after notice from Owner, Owner shall have the right to retain others to perform such duties, and the cost of such perfbrmance will be charged against the amount due Contractor. If the charges exceed the amount due, all payments will be withheld and Contractor shall pay Owner the excess within 30 days of receipt of notice. Without limitation, charges against contractor shall be assessed if owner pays to complete work not finished on time by contractor, correct defects in the work, pay fines or penalties arising from the work, or clean up after the work, provide tools, materials or equipment that are Contractor's obligation, repair damage to the site, obtain insurance on behalf of Contractor, pay claims indemnified by Contractor, pay taxes or legal orders that are Contractor's obligation, or pay any other amounts on behalf of Contractor. F. FAMILIARITY WITH THE SITE Contractor shall be responsible for inspecting the Site, reading all of the Contract Documents and comparing the Site with the plans and specifications. Contractor acknowledges that Contractor has inspected the Site of the Work and that Contractor shall protect the Site and improvement from damage during the performance of Contractor's work. All costs of the Work arising from site conditions and protection are included in Contractor's pricing unless otherwise indicated in the compensation schedule or elsewhere in the Rider. By agreeing to the prices set forth in the Rider, Contractor assumes the risk of unusual or unforeseen site conditions and shall not charge extra if such conditions increase the difficulty or expense of performing the Work. Contractor further acknowledges that it is fully familiar with the requirements of every governmental authority having jurisdiction over the Work and is prepared to comply with all such requirements without addition compensation. No estimates or bids of Contractor preceding this Agreement and verbal agreement or conversation with any representative of Owner, either before or after execution of this Agreement, shall affect or modify any of the terms or provisions contained in this Agreement of the Contract documents. G. PROTECTION OF WORK Contractor shall see over and protect the Work against loss or damage from any cause and be responsible for all parts of the Work, temporary or permanent, finished or not, until final completion. Contractor shall take reasonable precautions and maintain reasonable safeguards to protect against loss or damage to persons or property owing to weather conditions and arising out of its activities at or about the Site including, without limiting thereto, bracing Vistas of Coppell, Phase lA & 2B General Conditions Page 5 and reinforcing where necessary and providing for guards, locks, fences, signs, barricades, lights and such other warning and security devices where appropriate. Contractor shall bear and be liable for and Owner shall not be responsible for any loss or damage to the Work and any materials, equipment or other thing employed in the Work or placed at the Site including, but not limited to, loss or damage due to theft, trespass or vandalism prior to final completion of the Work. H. INSURANCE Contractor shall obtain, pay for and keep in full force and effect until final completion and acceptance of the Work, the following insurance in a company or companies satisfactory to Owner: [1] Worker's Compensation insurance covering all works engaged in performance of the Work in amounts not less than minimum coverage required by law, including employer's liability coverage of not less than $100,000. [2] Liability insurance including automobile liability and property damage insurance, providing coverage at least equivalent to the 1988 Commercial General Liability Insurance policy. Such policy or policies shall be written on an "occurrence" basis and maintained in minimum limits of $500,000 per occurrence with a $1,000,000 General Aggregate limit and a $500,000 Products/Completed Operations Aggregate limit. Any policy of insurance herein required shall contain a contractual liability endorsement covering indemnity and defense obligations of Contractor and such other coverage as may reasonably be required by Owner. Such policy will, among other things, make specific reference to this Agreement. Any policy obtained by Contractor insuring against loss by physical damage to any portion of the Work or to materials to be incorporated in the Work or covering Contractors tools, supplies, machinery or equipment shall contain an endorsement providing that the insurer waives its right of subrogation against Owner and any other named insured. Nothing in this paragraph shall give or create in any third party any claim or right of action against Owner, except that which may exist irrespective of this paragraph. The insurance required here under may be contained in one or more policies prior to commencement of any construction. Contract shall furnish to Owner certificates or copies of policies showing that such insurance is in force and that the premiums due thereunder have been paid and that Owner [and the owner of the Site, if other than Owner], the subcontractors of Contractor and such other persons as Owner may direct are named as insured persons joint with Owner in respect of any loss covered. Such certificates or policies shall provide that the insurance may not be canceled, terminated or modified without fifteen [15] days advance written notice thereof to Owner. No policy shall contain any provisions for exclusion from liability other than provisions for exclusion form lng a part of the standard basis unamended and unendorsed form of policy, provided, however, in no event shall any exclusion be perm itted which conflicts with any coverage required by this Agreement. In the event of any failure of Contractor to furnish and maintain insurance required hereunder, Owner at its option and without waiving the default of Contractor, shall have the right to obtain such insurance for and in the name of Contractor. In such event Contractor shall pay the cost thereof upon demand and shall furnish all information required by the insurance carrier. I. INDEMNITY Contractor agrees to indemnify, defend and save harmless Owner, its employees and agents from and against any and all claims, loss, damage or expense [including attorneys fees and other costs of defense incurred by Owner in defending against any claims or in enforcing this indemnity and defense obligation] arising from or connected with the performance of the Work or this Contract. Contractor and Owner intend that Contractor's obligation to indemnify Owner shall be comprehensive and shall include all claims of any kind brought against Owner by, through or under Contractor, its employees, agents, subcontractors, suppliers or others. To the full extent perm itted by applicable law, Contractor waives all claims against Owner for personal injury and property damage, including acts of negligence by Owner, its employees, agents, contractors, suppliers and others. J. COMPLIANCE WITH LAWS Vistas of Coppell, Phase lA & 2B General Conditions Page 6 Contractor shall carefully check the drawings, plans and specifications for conform ity with all local, state and federal laws, codes, rules and regulations [hereinafter collectively called "Law"] before corn m encing the Work. Contractor shall give all notices and complywith all Law bearing on the Work including, by way of enumeration and not limitation safety and health rules and regulations established by or pursuant to the Federal Occupational Safety and Health Act of 1970, and the Contractor at all times shall furnish to its agents and employees a safe place of employment. If Contractor observes any violation of Law, it shall immediately report such violation to Owner in writing. All workmanship and materials shall conform to Law and, if the Contractor performs or permits the performance of any work not in compliance with Law, it shall immediately cause such work to be redone and shall bear all costs in connection therewith. The Work, as performed, shall meet with the approval of, and pass any inspection of, any governmental authority having jurisdiction thereof. If the Work is being constructed under specifications of the Federal Housing Administration or the Veterans Administration, the Work shall meet the requirements of these governmental agencies. No work shall be deemed complete until final inspection is made and approval is received from every governmental authority whose approval is required. [1] The Occupational Safety and Health Administration [OSHA] has promulgated regulations ["Regulations"] which are entitled OSHA Hazard Com m unicatJon Standard. Am ong other things, the Regulations require all contractors and subcontractors to exchange Material Safety Data Sheets [MSDS] and share information about precautionary measures necessary to protect all workers on a building project. [2] Contractor agrees as follows: [a] Contractor will fully comply with the Regulations and will cooperate with Owner and all subcontractors of Owner in order to assure compliance with the Regulations. [b] Contractor hereby accepts full responsibility and liability for the training of its employees as to all precautionary measures necessary to protect such employees during both routine and emergency situations on the job site. [c] Contractor will indemnify, defend and hold Owner harmless of and from all claims, damages, liabilities and causes of action which arise from the failure of Contractor to comply with the Regulations. [d] Contractor will assist Owner in complying with the Regulations. [e] Contractor will not use any chemicals in its performance of the Work of Owner or incorporate any chemicals into materials or products supplied to Owner or to the property unless Contractor has given Owner prior written notice of the existence and the possible exposure to such chemicals, has delivered an MSDS to Owner, and has received written consent of Owner to use such chemicals. K. TERMINATION OF AGREEMENT BY OWNER In the event that conditions arise which in the opinion of Owner make it inadvisable for Contractor to continue the Work, Owner may eliminate this Agreement by forty eight [48] hours prior written notice to Contractor. Upon receipt of such notice, unless directed otherwise, Contractor shall immediately discontinue prosecution of the Work and the placing of orders for materials, equipment, machinery and supplies in connection therewith and shall, if requested, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to Owner. Thereafter Contractor shall do only such work as may be necessary to preserve and protect that portion of the Work which has been incorporated into the project and to protect materials, supplies, and equipment at or about the Site or in transit thereto. On the date set for term ination, the obligations of the parties to continue performance under this Agreement shall cease and Contractor shall be entitled to receive: [1] compensation for the portion of the Work already performed with the Contract Price being prorated accordingly; [ii] payment for materials for which it has made firm contracts, provided that materials are delivered to Owner and [iii] payment for any other bona fide obligations assumed by Contractor prior to receipt of notice of termination, which obligations cannot with all reasonable effort be canceled, provided any benefits accruing from such obligations are assigned to Owner. Payment to Contractor shall be made in accordance with Section 3 hereof, with final payment being made onlyafter expiration of the period allowed by law for the filing of any claims to enforce mechanics liens Vistas of Coppelt, Phase lA & 2B General Conditions Page 7 arising out of the Work. Notwithstanding any other provision to the contrary, termination of this Agreement shall not prejudice any claim of either party arising prior to termination, or relieve either party from any liability arising prior to termination, nor shall it affect Contractor's guarantee of the portion of the Work performed or relieve Contractor of ils duty to correct any defective work perform ed or to indemnify, defend and hold Owner harm less in those instances required by this Agreement. L. ASSIGNMENT No assignment of this Agreement or any portion thereof or any money due or which may become due hereunder shall be made without the prior written consent of Owner. In addition to constituting a default under this Agreement, any assignment or attempted assignment made in violation of this Section 12 shall be null and void and the assignee shall acquire no rights thereunder. M. DEFAULT In addition to any other remedies available under law: [i] if Contractor should fail or refuse, except in cases where extension of time is provided to supply enough properly skilled workmen or proper materials for the Work; or [ii] if Contractor shall fail to make payment to subcontractors or for material or labor; or [iii] if Contractor shall fail to keep and comply with any of the terms and provisions of this Agreement or the Contract Documents to be kept and complied with by Contractor; or [iv] if Contractor should be adjudged a bankrupt, file or suffer to be filed a petition for relief under the Bankruptcy Act, or make a general assignment for the benefit of creditors; or Iv] if a receiver should be appointed on account of Contractor's insolvency then in any such event, Owner may, without prejudice to any other right or remedy and after giving Contractor and its surety, if any, three [3] days written notice, term inate its obligation to Contractor under this Agreement and take possession of the Site and all materials, tools and appliances thereon and complete the work by whatever method Owner may deem expedient. In such case Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the amount which would be payable upon comple~on shall exceed the expense of completing the Work, including compensation for architectural, managerial and administrative services and a reasonable attorneys fee, if legal counsel is employed, Contractor shall be reimbursed from sOch excess for any costs of labor and materials theretofore incurred, and contractor shall not be entitled to receive any other payments under this Agreement. If such expense shall exceed such unpaid balance, Contractor shall pay the difference to Owner. N. CLEAN UP Contractor shall remove from the Site all scrap, trash, debris, excess materials, tools and equipment upon completion of the Work. If Contractor fails to clean up, Owner may do so after written notice to Contractor, and cost thereof shall be charged to Contractor. O. CALL BACK RESPONSIBILITY In connection with the performance of the Work by the Contractor the same does hereby agree that: [1] It will within forty-eight [48] hours from oral or written notice [Saturdays and Sundays excluded] correct any and all deficiencies in the Work. [2] The determination as to what constitutes a deficiency will be within the sole discretion of the Owner, which judgment shall be reasonably exercised. [3] Failure of the Contractor to make timely performance hereunder shall constitute sufficient cause for the Owner to cause the correction of such deficiencies to be performed by others. Further, the cost of such work shall be charged to the Contractor and such cost plus a sum equal to fifteen percent [15%] thereof [which additional sum will represent an allowance for the administration by the Owner of such work] shall be charged against the amount of the Contractor. In the event the am ount owing the Contractor under this Agreement at the time such work is performed by others is less than the sum charged against its account, the Contractor shall remit the difference to the Owner within five [5] days following request therefor. P. AUTHORIZED PERSONS Vistas of Coppell, Phase lA & 2B General Conditions Page 8 The President, Any Vice Presidents, Division President and Any Division Vice Presidents shall be the only persons with authority under this Agreement to: [~ execute change orders; [i~ allow Contractor additional time for performance of the Work; [iii] modify, supplement or terminate this Agreement; or [iv] do any other act which waives any right or privilege of Owner under this Agreement or the Contract Documents. Any of the foregoing acts not properly authorized shall not be binding upon owner. Q. ENTIRE AGREEMENT This Agreement, together with the Contract documents, which are incorporated herein by reference, constitute the entire Agreement between the parties. Neither this Agreement nor the Contract Documents may be amended or supplemented except by written instrument duly executed by both parties hereto. R. SUCCESSORS AND ASSIGNS Subject to the prevision of Section 12 relating to assignment, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, successors and assigns. S. WAIVER No consent of waiver, express or implied, by either party to this Agreement relating to any breach or default by the other in the performance of any obligation hereunder shall be deemed or construed to be consent to or waiver of any other breach or default by such party. Failure on the part of either party to complain of any act or failure to act of the other party or to declare the other party in default irrespective of how long such failure continues shall not constitute a waiver of the rights of such party. T. NOTICE Any notice provided for herein shall be in writing and deemed delivered when mailed prepaid, certified or registered mail, return receipt requested to the address first shown herein for'the respective party to whom notice is to be given or to such other address as may be designated by the party by written notice given pursuant hereto. U. TIME Time is of the essence of this Agreement and each provision herein contained. V. WORDS AND HEADINGS Words used herein shall include the plural as well as the singular. Words used in the masculine gender include the feminine and neuter. The section headings used herein are for convenience only and shall have no affect upon the construction or interpretation of any part of this document. W. BONDS Owner shall have the right to require Contractor to provide a performance bond or completion bond as a condition precedent to payment. X. TAXES Contractor shall bear sole and exclusive responsibility for the payment of all taxes imposed by local, state or federal law applicable to the Work, materials supplied by Contractor, payments received by Contractor and payments made by Contractor. Contractor shall be solely responsible for the payment of all local, state and federal income taxes, withholding requirements, self employment taxes, social security taxes and other taxes on the payments made to Contractor and payments made by Contractor to its employees and suppliers. Y. DRUGS AND ALCOHOL No illegal drugs or alcohol shall be permitted on the site. Contractors, their employees, agents, subcontractors or V~stas of Coppell, Phase IA & 2B General Conditions Page 9 suppliers in possession of illegal drugs or alcohol on the site will be subject to immediate termination. Individuals on the site whose performance, coordination or ability to work is impaired, in the opinion of Owner's representative, shall be subject to immediate removal from the site. Z. LIENS Contractor shall at all times keep the project and each part thereof free from any attachment, lien, claim of lien, or other encumbrance arising out of the Work and Contractor shall indemnify, defend and hold Owner harm less from and against all claims, losses, demands, causes of action or expenses [including attorneys fees and other costs of defense incurred by Owner in defending against the foregoing or in enforcing this indemnity and defense obligation] of whatever nature, arising by reason of any such lien, claim of lien, attachment or encumbrance. In the event any claim is filed to enforce any laborers, materialmen, mechanics, or other similar lien arising out of or relating to the Work, Contractor shall immediately cause such lien to be released and discharged and if Contractor shall fail to do so, then Owner shall have the right to pay all sums, including attorneys fees and any other cost and expenses incurred necessary to obtain such release and discharge and hold Contractor liable for the amount thereof with the right to deduct all or a portion of such sum from amounts that may be due Contractor. AA. WARRANTY In addition to any other warranty expressly made by Contractor or implied by law, Contractor unconditionally warrants the Work against defects in workmanship and materials for the benefit of Owner and its successors and assigns, usually a municipal corporation, jurisdiction, agency or homeowners association, and Contractor shall indemnify, defend and hold Owner harmless from and against all claims, damage and expense [including attorneys fees and other costs of defense incurred by Owner's defending against any claim or enforcing this indemnity and defense obligation] arising out of any defective condition. This warranty shall specifically inure to the benefit of and be enforceable by Owner and the municipality or homeowners association that will ultimately own and/or govern the site of the Work. This warranty shall commence upon completion of the work and shall continue for a period of one year [or as otherwise required by said municipility, or Homeowners Association] from the date of formal acceptance by the municipality or homeowners association. In the event that demand is made upon Contractor to perform under this warranty, Contractor at its sole cost and expense shall expeditiously repair or replace any defective work, whether existing because of faulty workmanship, defective equipment or materials, or from any other cause and repair or replace any damage to the work of others caused by such defective work. In the event Contractor shall fail to perform under this warranty, the party entitled to performance or the Owner shall have the right to hire other persons to correct the defective work and hold Contractor liable for the costs thereof including costs, disbursements and reasonable attorneys fees incurred in the enforcement of this provision. AB. OTHER AGREEMENTS Should there now or hereafter exist one or more other agreements between the parties, or with any affiliated corporation or company of either concerning this or any other construction project, then a breach by Contractor under the terms of any such agreements, at the option of Owner, shall be considered a breach of this Agreement and all such agreements. In such event Owner or its affiliates may declare a default under any or all agreements so breached in accordance with their terms and may withhold money due or to become due under any such agreement and apply the sam e toward payment of any damages suffered. Vistas of Coppell, Phase IA & 2B Contract Rider Pa9e 3 CENTEX HOMES II1. CONTRACT RIDER Rider attached to and form lng a part of an Agreement dated February 12, 1997 and Between Centex Hom es, A Nevada general partnership ("Owner") and Glenn Thurman, Inc. ("Contractor") for Vistas of Coppell, Phase lA & 2B, City of Coppell, Texas. Rider Dated: February 12, 1997 A. SCOPE OF WORK It is mutually agreed that the Contractor shall furnish all labor, supervision, tools and equipment necessary to perform all of the work and services under the following at the Owner's project known as Vistas of Coppell, Phase lA & 2B, situated in the City of Coppell, Texas. The work consists of, but is not limited to, the complete installation of street, alley, and flume improvements. [1] Specifications Section V: Special provisions for street improvements sheets, per enclosed, and City of Coppell, Texas specifications. [2] Plans Vistas of Coppell, Phase lA & 2B Prepared by: Carter & Burgess 7950 Elmbrook, Suite 200 Dallas, Texas B. COMPENSATION Compensation for the work, services and materials set forth herein shall be as set forth in Section IV. C. SALES TAX The Contractor is hereby notified that the improvements con-templated for this construction project are to be donated by the Owner to the City of Coppell. The Owner will take title to materials delivered to the jobsite and immediately donate said materials to the City of Coppell. Payment for materials delivered to the jobsite but not incorporated into the project may be made on a monthly basis as specified in Section D below. Evidence of delivery of materials shall be provided to the Owner in the form of delivery tickets countersigned by the Owner's representative or other previously agreed on person. This section does not relieve the Contractor of the responsibility for clean-up or removal of excess mater[als. Only those materials ultimately incorporated into the project will be accepted for payment by the Owner. The cost of materials in excess of that required for proper construction of the project will be deducted from the Contractor's final payment if it is determined by the Owner's Representative that these materials were in excess of the quantities necessary to properly construct the project. In no case shall the total payment amount for mater[als exceed the amount specified in this separated contract unless the contract is revised by written change order or as specified in Section D of Exhibit B attached. D. INVOICING Contractor shall submit invoices on a monthly basis. Invoices will be paid within 30 days of receipt. Invoicing for materials delivered to the jobsite will be on a unit price basis and listed as a separate category on the pay request as "Materials Delivered to Site". Proper documentation must be submitted as specified in Section C Vistas of Coppell, Phase IA & 2B Contract Rider Page 4 above to qualify for payment of materials delivered to the site. E. CONSULTANTS Fngineer: Carter & Burges 7950 Elmbrook Dallas, Texas Soils Consultant: Fugro McClelland 11711 Shady Trail Dallas, Texas F. SUPERVISION All work shall be done under the direction of the Owner's Representative as it relates to meeting the Owner's scheduling of the project. The Contractor shall provide for the supervision of his own forces. The Representative, along with the assistance of the Engineer, shall in the case of any discrepancies or questions, interpret the plans and details and direct the Contractor accordingly. G. SCHEDULING The Contractor shall start within five calendar days of Owners "Notice to Proceed" whose notice will be given by phone followed by a letter to verify start date. Contractor will have 35 working days plus three extra working days to complete all laying of streets and alleys so that the 28 day curing period can begin. Contractor will then have 30 calendar days to obtain City acceptance. Failure to com-plete laying of all street and alleys before the working days expire will result in a penalty of $250.00 per calendar day. Failure to obtain verbal City acceptance within the 30 calendar day period will result in a penalty of $100.00 per calendar day. Contractor shall have all backfill complete within 14 calendar days of the 45 days so the'utility contractor can start the placement of water meters and adjust fire hydrants. Monday through Saturday are to be considered working days providing weather permits and the Owner will determine at its sole discretion whether each day is con-sidered to have been a work day. Owners decision will be based on site conditions, surveyors input, and advice from contractor. H. AMENDMENTS TO THE ENGINEER'S SPECIFICATIONS [1] Final payment of work completed shall be subject to final field measurements agreed to by the Owner and Contractor. [2] The Contractor shall be responsible for filling out completely the Progress Report each time an invoice is submitted for payment. [3] It shall be the Contractor's responsibility to notify all utility companies before beginning construction. Any existing utility damaged or destroyed during operations will be paid by the Contractor and no extra compensation shall be allowed. [4] Any discrepancy or error in or between plans and/or specifications shall be reported to the Engineer and the Owner's Representative with a request for a decision, ruling or correction, which they shall provide with reasonable promptness. In case of discrepancies in plan dimensions, noted dimensions shall govern over scaled dim ensions. Specifications and contract documents take precedence over plans. In the event an engineering discrepancy is discovered by the Contractor during construction, he shall report the discrepancy to the Owner's Representative immediately. [5] At all times the Contractor shall protect the prior work done by others, i.e., control points, irons, stakes, swales, grading, etc. Any damage or loss, and subsequent repairs or restoration of the above items shall be directly charged to the Contractor without recourse to the Owner or the Engineer. [6] The Contractor shall refrain from using the building pad areas for storage of materials and traversing by Vistas of Coppell, Phase lA & 2B Contract Rider Page 5 any form of motorized vehicle or equipment. The Owner will backcharge the Contractor at the rate of $100.00 per building per pad for damages incurred resulting from noncompliance of the aforementioned stipulation. The Owner and t~e Contractor shall mutually agree on the designated area where the Batch Plant will be located. The Contractor shall be responsible to restore the disturbed pad to the designated grades. [7] The Contractor shall stamp the curb with a 3 inch size letter "W" for each water service and a 3 inch size letter "S" for each sanitary sewer service. These locations are indicated by a stake on the building pad of each lot by utility contractor. I. EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the Owner and Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Contractor. It is mutually agreed that the Construction Agreement dated February 12, 1997 shall be extended to include all work herein described through completion by the Contractor. In all other respects, the Construction Agreement is hereby ratified and confirmed. Vistas of Coppell. Phase lA & 2B Contract Prices Page 6 CENTEX HOMES IV. CONTRACT PRICES ./ Project: Vistas of Coppell, Phase lA Paving Improvements BID PROPOSAL Item Est. Price in Total # Description and Price in Words Quantity Unit Figures Amount 501 6"- 3000 PSI ReinfConc Street Pvmt w/Curb, Complete in Place 12524.0 S.Y. ~P~ Dollars and Tt~ r~.~r7 cents per s.Y. -' 502 6"x4"x6" Reinf. Conc Alley Pavement, Complete in Place 1712.0 S.Y. Oo,a Cents S.Y. 503 6" Thick Lime Subgrade, Complete in Place 15407.0 S.Y. O~---- ' Dollar, and ." P~'Y CentsperS. 504 Hydrated Lime ~ 37#/SY, Complete in Place 285.0 Ton E,,~,,'N~-¥ Dollars and /~O Cents per Ton 505 4" HMAC Base, Complete in Place 263.0 StY. ~/x' ~-,4 Dollars and f~ ~ Cents per S.Y. 506 Concrete Street Header, Complete in Place 114.0 L.F. ~-~/~' Dollars and t40 Cents per L.F. 507 Street Barricade, Complete in Place 6.0 Each 5)x' f,l~r~z~C./,-e Dollars and /qO Cents Each 508 Sawcut & Remove Curb, Complete in Place 341.0 L.F. TN, R-rr~,~ Dollars and P,~W Cents per L.F. 509 Bdck Pavers, Complete in Place 1938.0 S.F. I~1 ~' E Dollarsand /,ii3 CentsperS. F. ' · 510 Barrier Free Ramps, Complete in Place 1'1.0 Each ~X t.lc~0~-oo Dotters and NO Cents Each 511 Traffic Control, Complete in Place 1.0 L.S. T~o ~t~,~,..~ F,r--cf Dollars and hlCh Cents per L.S. Labor/Other ate a s Working Days oject: Vistas of Coppell, Phase 2B J Paving Improvements · BID PROPOSAL ' Item Est. Price in Total # Description and Price in Words Quantity Unit Figures Amount 501 6%3000 PSi ReinfConcStreetPvmtw/Curb, Complete in Place 6712.0 S.Y. rlF1"~'E'/,J Dollars and ~ '/'~',~'..~ Cents per S.Y. /,.~ ~-'~ '/OZ~ 0 ZT.. ~o 502 6"x4"x6" Reinf. Conc Alley Pavement, Complete in Place 2500.0 S.Y. 3~1/¢',,~'r~'~'/~/ Dollars and ~O Cents per S.Y. 503 6" Thick Lime Subgrade, Complete in Place 10191.0 S.Y. o/q~" Dollars and J~O~:~/'"~ Cents perS. / ~ /~0 7-G'7 q.~o 504 Hydrated Lime @ 37#/SY, Complete in Place 189.0 Ton ~I~I. IT~ Dollars and ,~O Cents per Ton 505 2" HMAC Temporary Pvmt, Complete in Place. 904.0 S.Y. ,~ Ix, Dollars and "/-lx.~ ~'r,/ Cents per'S.Y. ~, ?Z-~ ~'~ ~0~ ~o.~. 506 Concrete Street Header, Complete in Place 94.0 L.F. ~ I X, Dollars and /~O Cents per L.F. 507 Street Barricade, Complete in Place 4.0 Each ~ I ~. Hu/q b/~d~ Dollars and -/~l[o Cents Each ~ ~' 7~ffoo ~''~ 508 Barrier Free Ramps, Complete in Place 3.0 Each 5~Y, ~u,~t~PjS~ Dollars and ~D Cents Each .. Total Paving /~, LabodOther Materials //0/ Working Days .Q6_-97 11:58A Glenn Thum~n Inc 557509§ P,02 / Project: Vistas of Coppeil, Park Trail Construction Paving Improvements BID PROPOSAL / Phase 1 Item ..... Est. Price in To--t~t " # Description and Price in Wo~ds Quantity .U_nit Figures Amount 501 12' W'Me Concrete Park Trail ina, excavation, Complete [n Pl,}ce 2540.0 $.Y, - _.~r~NT~g,4 Dollars anti ~',h~t,I- F-~ VZ' Cents per S.Y. 602 Remcr~able Bollard, Complete in Place 1.0 Each ~&m- ~J~O~D. _Dollars and . ~ c) Cents Each 503 Tra~ Stgnage - Type 'A", Complete in Place 1,0 Each ,,¢t~4~' H~HD~'_r~. Dollam and /~O Cents Each 504 Trail Signage - Type 'B'. Complete in Place 1.0 Each 505 Tral Striping, Complete in Place 1.0 LS. _ar..~,,,,.,~.~ '~7" Dollars anti ~NO Cents per L.S. 506 Remove Existing Ba'ticeSe at Mac. Arthur, Complete in Place .B~r'Each~'' '7'~o J~,4~R~ Dollars and /~ Cents Each ,~,~4~c5'~ ' ,~00¢'~- 507 Bermuda Grass Hydromulch including ali disturr~ed areas 76200.0 $.F. within 20' of Trail, Complete in Pl~ce per S.F. _5 F. Phase 2 5'D1 12' Wide Concrete Park Trail incl. excavation, Complete in Place 2535.0 $.Y. .Sg~/4Tge: ~ Dollars anti '/'m~,T-j- PI ~;[' Cents per S.Y. 502 Bermuda Grass Hyctromulch in:luding all disturbad areas 76040.0 S.F. within 2_0' of Trail, Complete in Place per S.F. .... /¢O .... Dollars and .~tl X Cents per S.F. Total Phase 2. q~ ~/~. &'-~ Total Tra~ Construction /C~! ~.'~- ~'-~-~ .... Vistas of Coppell, Phase IA & 2B Special Provisions Page 7 CENTEX HOMES V. SPECIAL PROVISIONS FOR STREET AND ALLEY PAVING A. SUBMITTALS At the time of signing the Contract, the Contractor shall make available the following items: [1] Certificate of Insurance, in compliance with Section 8 of the Construction Agreement provisions. In addition to Section 8 of the Construction Agreement provisions, Centex Homes shall be named as an additionally insured party. [2] Equipment Rental Rates, which will become a part of this Contract. All rates shall include overhead and profit and shall be operated and maintained. Contractor shall submit a list of current equipment and rental rates to be included in the Construction Work Agreement. [3] Payment and Performance Bonds acceptable in form to the Owner if required. B. EXCLUSIONS The below-listed items will be furnished by the Owner. [1] One set of construction stakes shall be furnished by the Owner. Stakes shall be set at 100 feet in tangent sections and 50 feet in areas of vertical or horizontal curvature. The Contractor shall direct the Engineer as to when he wants survey stakes and the protection of those stakes shall be the responsibility of the Contractor. [2] Soils and geology inspection and compaction tests shall be furnished by the Owner. [3] All inspection fees will be paid by the Owner. C. INCLUSIONS It is assumed that the cost of all items in this section are included in the Contract unit prices. [1] The cost of compliance with the latest requirements of the following agencies who may have jurisdiction over the work: * The County of the Project * The City of Coppell * North Central Texas Council of Governments * OSHA (The Federal Occupational Safety and Health Act of 1970) * Business & Professions Code of the State of Texas * All other agencies having jurisdiction over the work [2] It is the Contractor's responsibility to prevent safety hazards or infringement of the rights of enjoyment of adjacent property owners where affected by his work. In cases of neglect regarding dirt or water on public streets, lack of temporary barricades, open excavations left for an unreasonable time, or other hazards or infringements, the Contractor shall be notified once by telephone by the Owner. If immediate action is not forthcoming, the necessary measures shall be performed by the Owner and shall be backcharged to the Contractor. [3] The cost of scheduling of inspections for the Contractor's work and the cost of any reinspections, which Vistas of Coppell, Phase lA & 2B Special Provisions Page 8 may result if the Contractor is not ready for an inspection he calls for. [4] The cost of cleanup of all waste materials including, but not limited to, broken or discarded forms, wasted concrete, base materials, trash or dirt on public streets is the Contractor's responsibility. [5] The cost of protection and/or repair of the Contractor's work as affected by storm waters during inclement weather shall be the Contractor's responsibility until the site has been accepted by the Owner. The Contractor shall be further responsible for damage to adjacent properties and improvements as a result of his not protecting such areas from storm water flowing out of his work area. Progressive payments shall not be construed as indicating the Owner's acceptance of the work. [6] The cost of corrective work required for completion and/or acceptance of the work necessitated because of unsatisfactory workmanship or materials shall be the responsibility of the Contractor. In cases where corrective work is necessary because of line or grade deviations, it will be the Contractor's responsibility to prove the Engineer's staking is in error before he can avoid the cost of the corrective work. [7] The cost of water testing all cross-gutters, spandrels or any gutters with a grade less than one percent to prevent ponding of water. [8] The Contractor is responsible for checking with all utility companies and/or agencies having jurisdiction in this project regarding the location of any existing facilities within or adjacent to this project and shall assume any and all responsibilities for any damages of and repair or replacement of said facilities. In no case shall there be payment for repair work performed by the Contractor to existing and proposed facilities which are shown on the plans. Prior to start of work, the Contractor is to notify Underground Service Alert by the phone number for his area. [9] Construction Water. Construction water shall be provided by the Contractor. Such costs shall include obtaining and being responsible for the temporary meter and maintenance of the existing street improvements around the meter. D. MEASUREMENT OF QUANTITIES [1] Paving. Base and Street Grading payment quantities shall be provided by calculations furnished by the Owner's engineer. Where the above mentioned items are installed in areas not covered by the Engineer's drawings, or the quantities have been changed in the field, they shall be field measured as stipulated in Note #3 of this section. The Owner shall order, pay for and provide the Contractor the Engineer's calculated quantities PRIOR TO INVOICING when so requested by the Contractor. All calculated quantities shall be measured assuming a level plane projection. The Engineer's quantities will be final. [2] Per Ton and Per Cubic Yard payment quantities for materials such as ready-m ix concrete, asphalt concrete, aggregate base and sand shall be verified by the supplier's delivery ticket being countersigned by the Owner's representative. Invoicing for this material must be accompanied by the countersigned delivery tickets. [3] All Contract quantities, except as herein amended, based on the below listed units of measure shall be determ ined by actual field m easurem ent determined by a field m easu rem ent perform ed jointly by a representative of the Owner and Contractor. The Contractor is alerted that in no case should invoicing be done prior to the above mentioned field measurement (See "Payment"), nor prior to the completion of the work except in the case of a separated contract for materials and labor. The units of measurement, which require a field measure are as follows: Ea. Each L.F. Linear Foot S.F. Square Foot S.Y. Square Yard Vistas of Coppell, Phase IA & 2B Special Provisions Page 9 L.S. Lump Sum E. GENERAL NOTES [1] The Owner's authorized representative shall decide all questions which may arise as to the quality or acceptability of materials used and work performed, the manner of performance and rate of progress of the work, the interpretation of the plans and specifications, and the acceptability and fulfillment of the Contract on the part of the Contractor. The Owner's decision shall be final and he shall have the authority to enforce such decisions. [2] All of the Contractor's equipment and/or rented equipment used to complete the work of improvement defined in this Contract shall be maintained in a good state of repair. Expenses incurred by the Owner due to breakdowns of the Contractor's equipment causing excessive delay on the construction schedule shall be backcharged to the Contractor. [3] Unsuitable subgrade conditions caused by trapped storm or nuisance water shall not be assure ed included in the cost of the Contract unit prices. Payment for the corrective work necessary shall be considered as extra work paid for an on per cubic yard basis and measured as described in Note #2 of Section D of this exhibit. [4] Contractor agrees to be bound by and to corn ply with all of the Provisions of Presidential Executive Order 10925, as amended by Presidential Executive Order 1114, and as may thereafter be amended, and by the rules, regulations, or orders of the President's Committee on Equal Employment Opportunity. F. SAFETY PROVISIONS [1] The Contractor will maintain an accurate record of, and will report to the Owner in the manner and on the forms prescribed by law, accidents resulting in death, traumatic injury, occupational disease and/or damage to property, materials, supplies and equipment incident to work performed under this Contract. [2] The Owner will notify the Contractor of any noncompliance and the action to be taken. The Contractor shall, after receipt of such notice, immediately correct any and all noncompliances. If the Contractor fails or refuses to comply promptly, the Owner may issue an order stopping all or part of the work until satisfactory corrective action has been taken. No part of the time lost due to any such stop order shall be made the subject of all claim for extension of time or for excess costs or damages by the Contractor. [3] During the performance of work under the Contract, the Contractor shall comply with all procedures prescribed by the Owner for the control and safety of persons visiting the job site and will comply with such requirements to prevent accidents as may be specified to meet the requirements of the City, County, State, and the Federal Government as set forth by the DEPARTMENT OF LABOR, BUREAU OF LABOR STANDARDS, safety and health regulations for construction, including the Occupational Safety & Health Act of 1970 (OSHA). [4] NO ALCOHOLIC BEVERAGES of any kind to be consumed by the Contractor's employees while on the job site. The Contractor agrees to impose and strictly enforce a regulation to this effect and to inform employees that such a regulation will be strictly enforced. Any employee found to have violated said regulation is to be immediately replaced. Any breach of this provision will be grounds for immediate term ination of this Contract by Owner. Vistas of Coppell, Phase lA & 2B S~gnatures Page 10 CENTEX HOMES VI. SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year written below. The Contractor shall submit Waivers of Lien with each invoice. This contract is a turnkey, separated price contract and all appropriate taxes (with exception of those specified elsewhere in this contract) are to be included in the unit prices in the contract. Centex Homes, A Nevada general partnership Glenn Thurman, Inc. BY: ~--~~ BY: Derek Earle Land Development Manager NAME: Dallas North Division TITLE: OAT :