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Home My WebLink About277-25 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 277-25 File Number: 2025-2152 A RESOLUTION TO AWARD BID #25-50 AND AUTHORIZE A CONTRACT WITH CARL HOLLEY PLUMBING, INC. FOR INSTALLATION OF PRIVATE SERVICE LINES ASSOCIATED WITH THE RELOCATION OF A WATER MAIN ALONG RIDGEWAY DRIVE AND CRESTWOOD DRIVE IN THE AMOUNT OF $560,134.64, AND TO APPROVE A BUDGET ADJUSTMENT WHEREAS, historically, the City's water distribution system has experienced numerous leaks on the 4-inch asbestos cement pipe along Ridgeway Drive and Crestwood Drive in east Fayetteville; and WHEREAS, the original water main is in the rear yards of most properties making it difficult to utilize the Water & Sewer Division's excavating equipment to perform repairs; and WHEREAS, the City will be installing a new 6-inch PVC water main along Ridgeway Drive and Crestwood Drive along the front of the residences, and all service connections will be reconfigured accordingly to improve accessibility and infrastructure reliability; and WHEREAS, the City needs to engage a licensed plumbing contractor to transition approximately 66 residential service connections to the newly installed main. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby awards Bid #25-50 and authorizes a contract with Carl Holley Plumbing, Inc. for installation of private service lines associated with the relocation of a water main along Ridgeway Drive and Crestwood Drive in the amount of $560,134.64. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves a budget adjustment, a copy of which is attached to this Resolution. PASSED and APPROVED on December 2, 2025 Approved: �* �0� Molly Rawn, Mayor Attest: Kara Paxton, City Clerk Treasurer N��RK rRFq��i ;mc =v� FAYETTEVILLE•�- 5 Page 1 CITY OF FAYETTEVILLE ARKANSAS MEETING OF DECEMBER 2, 2025 CITY COUNCIL MEMO 2025-2152 TO: Mayor Rawn and City Council THRU: Keith Macedo, Chief of Staff FROM: Tim Nyander, Utilities Director SUBJECT: Bid 25-50 Carl Holley Plumbing, Inc. - Ridgeway Drive/Crestwood Drive Service Line Replacements RECOMMENDATION: Staff recommends approving Bid 25-50 and authorizing a contract with Carl Holley Plumbing in the amount of $560,134.64 for the installation of private service lines along Ridgeway Drive and Crestwood Drive in east Fayetteville, and approval of a budget adjustment. BACKGROUND: Historically, this area of the City's water distribution system has experienced numerous leaks on the 4-inch asbestos cement pipe. Additionally, the original water main is in the rear yards of most properties. This makes it extremely difficult to utilize the Water & Sewer Division's excavating equipment to perform repairs. DISCUSSION: The City of Fayetteville will be installing a new 6-inch PVC water main along Ridgeway Drive and Crestwood Drive. The new water main will be installed along the front of the residences, and all service connections will be reconfigured accordingly to improve accessibility and infrastructure reliability. The City of Fayetteville will engage a licensed plumbing contractor (plumber) to transition approximately 66 residential service connections from the existing water line to the newly installed main. An invitation to bid on this project was published on September 21 st for a plumbing contractor to relocate the service lines. Two bids were received, with the low bid going to Carl Holley Plumbing, Inc., of Siloam Springs, AR. BUDGET/STAFF IMPACT: A budget adjustment for this project from the Water/Sewer Impact Fees Cost Sharing and the Water Tank Improvements accounts to the Water System Rehabilitation account in the Water & Sewer Fund will be necessary to fund this project. ATTACHMENTS: 3. Staff Review Form, 4. Budget Adjustment, 5. Vicinity Map, 6. Bid 25-50, Bid Tab - Final, 7. Bid 25-50, Submittal - Carl Holley Plumbing, Inc., 8. Bid 25-50 Signed Contract, Bid 25-50 Unsigned Contract Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 - Legislation Text (479)575-8323 File #: 2025-2152 A RESOLUTION TO AWARD BID #25-50 AND AUTHORIZE A CONTRACT WITH CARL HOLLEY PLUMBING, INC. FOR INSTALLATION OF PRIVATE SERVICE LINES ASSOCIATED WITH THE RELOCATION OF A WATER MAIN ALONG RIDGEWAY DRIVE AND CRESTWOOD DRIVE IN THE AMOUNT OF $560,134.64, AND TO APPROVE A BUDGET ADJUSTMENT WHEREAS, historically, the City's water distribution system has experienced numerous leaks on the 4- inch asbestos cement pipe along Ridgeway Drive and Crestwood Drive in east Fayetteville; and WHEREAS, the original water main is in the rear yards of most properties making it difficult to utilize the Water & Sewer Division's excavating equipment to perform repairs; and WHEREAS, the City will be installing a new 6-inch PVC water main along Ridgeway Drive and Crestwood Drive along the front of the residences, and all service connections will be reconfigured accordingly to improve accessibility and infrastructure reliability; and WHEREAS, the City needs to engage a licensed plumbing contractor to transition approximately 66 residential service connections to the newly installed main. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby awards Bid #25-50 and authorizes a contract with Carl Holley Plumbing, Inc. for installation of private service lines associated with the relocation of a water main along Ridgeway Drive and Crestwood Drive in the amount of $560,134.64. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves a budget adjustment, a copy of which is attached to this Resolution. Page 1 Tim Nyander Submitted By City of Fayetteville Staff Review Form 2025-2152 Item ID 12/2/2025 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 11/13/2025 WATER SEWER (720) Submitted Date Division / Department Action Recommendation: Staff recommends approving Bid 25-50 and authorizing a contract with Carl Holley Plumbing in the amount of $560,134.64 for the installation of private service lines along Ridgeway Drive and Crestwood Drive in east Fayetteville, and approval of a budget adjustment. Budget Impact: 5400.720.5600-5808.00 Water and Sewer Account Number Fund 12009.1 Water System Rehabilitation/Replacement Project Number Budgeted Item? Yes Does item have a direct cost? Yes Is a Budget Adjustment attached? Yes Purchase Order Number: Change Order Number: Original Contract Number: Comments: Total Amended Budget Expenses (Actual+Encum) Available Budget Item Cost Budget Adjustment Remaining Budget Project Title $ 9,528,818.00 $ 9,396,745.30 132,072,70 $ 560,134.64 $ 560,135.00 S 132,073.06 Previous Ordinance or Resolution # Approval Date: V20221130 City of Fayetteville, Arkansas - Budget Adjustment (Agenda) Budget Year Division Adjustment Number WATER SEWER (720) /Org2 2025 Requestor: Cheryl Partain BUDGET ADJUSTMENT DESCRIPTION / JUSTIFICATION: A budget adjustment is needed in the Water System Rehabilitation/Replacement project to cover the cost for installation of private service lines along Ridgeway Drive and Crestwood Drive in East Fayetteville. The new 6-inch PVC water main along the addresses will be installed along the front of the residences, instead of the rear of the properties, and all service connections will be configured accordingly to improve accessibility and infrastructure reliability. Budgeted funds will be transferred from the Water/Sewer Impact Fee Cost Sharing and Water Tank Rehabilitation projects to cover the cost of this project. COUNCIL DATE: ITEM ID#: 12/2/2025 2025-2152 Nolly Black 7717q/2025 70:57 ql;l RESOLUTION/ORDINANCE Budget Division Date TYPE: D - (City Council) JOURNAL#: GLDATE: CHKD/POSTED: TOTAL Account Number - - Increase / (Decrease) Expense Revenue Project.Sub# Project Sub.Detl AT v.2025826 Account Name 5400.720.5600-5808.00 560,135 - 12009 1 EX Improvements - Water Line 5400.720.5700-5815.00 5400.720.5600-5808.00 (420,135) - (140,000) - 04039 14010 1 EX 1 EX Improvements - Sewer Improvements - Water Line I of 1 F J� firth St Crestwood, Ridgeway, Viewpoint Waterline Replacement Project Vicinity Map I N.T.S. Mount Sequoyah Woods 0 4-- _ •r CITY OF FAYETTEVILLE ARKANSAS BID TABULATION Bid 25-50, Construction - Waterline Replacement DEADLINE: Tuesday, October 14, 2025 at 2:00 PM Certification of Funds: $600,000.00 ($750,000 maximum allowed) Total Carl Holley Plumbing, Inc Goodwin & Goodwin, Inc $560,134.64 Line # Description QTY UOM Unit Unit 1 2 3 Full Scope Mobilization Bonds and Insurance 1 1 1 LS LS 1 LS $528,591.00 $3,608,900.00 $10,000.00 $180,000.00 21 543.64 $100,000.00 * NOTICE: Bid award is contingent upon supplier meeting minimum specifications and formal authorization by City Officials. Trevel Young, ProcurdYnent Age Kenny Fitch, Sr'Procurement Agent CITY OF FAYETTEVILLE 4W ARKANSAS Bid 25-50 Addendum 2 Carl Holley Plumbing, Inc. Supplier Response Event Information Number: Bid 25-50 Addendum 2 Title: Construction - Waterline Replacement Type: Invitation to Bid Issue Date: 9/21 /2025 Deadline: 10/14/2025 02:00 PM (CT) Notes: The City of Fayetteville is accepting sealed bids from properly licensed plumbing contractors to assist with portions of a waterline replacement project around Ridgeway Dr and Crestwood Dr. Questions regarding this bid should be addressed to Kenny Fitch, Sr Procurement Agent at kfitch@fayetteville-ar.gov. Contact Information Contact: Kenny Fitch - Sr Procurement Agent Address: Purchasing City Hall Room 306 113 W. Mountain St. Fayetteville, AR 72701 Phone: (479) 575-8258 Email: kfitch@fayetteville-ar.gov Page 1 of 3 pages Vendor: Carl Holley Plumbing, Inc. Bid 25-50 Addendum 2 Carl Holley Plumbing, Inc. Information Address: P.O. Box 1151 Siloam Springs, AR 72761 Phone: (479) 238-2092 By submitting your response, you certify that you are authorized to represent and bind your company. Phil Rushing phil@carlholleyplumbing.com Signature Email Submitted at 1011412025 12:29:06 PM (CT) Requested Attachments Signature Forms for Bid 25-50 25-50 Bid Form.pdf Please attach your completed forms. These documents can be found in FILE #01 - PROJECT MANUAL in the Attachments tab. Please be sure to include ALL required information stated in the Project Manual. Bid Bond for Bid 25-50 Bid Bond 25-50.pdf Please attach a signed and completed copy of your bid bond. Bid bonds in the form of a cashier's check shall be delivered to City Hall, Procurement Division before bid deadline and have a copy of the cashier's check uploaded with submittal. Bid Attributes 1 Arkansas Secretary of State Filing Number: 100179595 2 Arkansas Contractor License Number: Contractor's License must have a classification relating to the scope of this project. 0170780426 3 Check Yes or No: Pursuant Arkansas Code Annotated §25-1-503, the Contractor agrees and certifies that they do not currently boycott Israel and will not boycott Israel during any time in which they are entering into, or while in contract, with any public entity as defined in §25-1-503. If at any time during contract the contractor decides to boycott Israel, the contractor must notify the contracted public entity in writing. 2 Yes, I agree ❑ No, I don't agree 4 Check Yes or No: Pursuant Arkansas Code Annotated §25-1-1002, the Contractor agrees and certifies that they do not currently boycott Energy, Fossil Fuel, Firearms, and Ammunition Industries during any time in which they are entering into, or while in contract, with any public entity as defined in §25-1-1002. If at any time during the contract the contractor decides to boycott Energy, Fossil Fuel, Firearms, and/or Ammunition Industries, the contractor must notify the contracted public entity in writing. 10 Yes, I agree ❑ No, I don't agree Page 2 of 3 pages Vendor: Carl Holley Plumbing, Inc. Bid 25-50 Addendum 2 5 Addendum Acknowledgement: By selecting "I agree", you acknowledge that you have read and understand any addendums that have been issued for this bid. 2 1 agree Bid Lines 1 Full Scope (Lump Sum) Quantity: 1 UOM: LS Price: $528,591.00 1 Total: $528,591.00 2 Mobilization (Not to exceed 5% of total bid amount, excluding Bonds and Insurance) Quantity: 1 UOM: LS Price: 1 $10,000.00 1 Total: $10,000.00 3 Bonds and Insurance Quantity: 1 UOM: LS Price: $21,543.64 1 Total: $21,543.64 Response Total: $560,134.64 Page 3 of 3 pages Vendor: Carl Holley Plumbing, Inc. Bid 25-50 Addendum 2 CITY OF FAYETTEVILLE, ARKANSAS: BID 25-50, CONSTRUCTION — WATERLINE REPLACEMENT SECTION 02 BID FORM Bid Number: 25-50, Construction — Waterline Replacement BID TO: Owner: The City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, Arkansas 72701 BID FROM: Bidder: Carl Holley Plumbing, Inc. P.O. Box 1151 Siloam SDrinas. AR 72761 ARTICLE I - INTENT 1.01 The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an agreement with Owner in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Bid price and within the Bid time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. ARTICLE 2 - TERMS AND CONDITIONS 2.01 Bidder accepts all terms and conditions of the Invitation to Bid and Instructions to Bidders, including without limitation those dealing with the disposition of Bid Security. This Bid will remain subject to acceptance for 90 days after the day of Bid opening. Bidder will sign and deliver the required number of counterparts of the Agreement with the Bonds and other documents required by the Bidding Requirements within 15 days after the date of Owner's Notice of Award. SECTION 02 — BID FORM 1 CITY OF FAYETTEVILLE, ARKANSAS: BID 25-50, CONSTRUCTION — WATERLINE REPLACEMENT ARTICLE 3 - BIDDER'S REPRESENTATIONS 3.01 In submitting this Bid, Bidder represents, as more fully set forth in the Agreement, that: A. Bidder has examined and carefully studied the Bid Documents, and the following Addenda, receipt of all which is hereby acknowledged: Number Addendum 1 Addendum 2 Date October 2, 2025 October 13,2025 B. Bidder has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, performance, and furnishing of the Work. C. Bidder is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, performance, and furnishing of the Work. D. Bidder is aware of the general nature of work to be performed by Owner and others at the Site that relates to Work for which this Bid is submitted as indicated in the Contract Documents. E. Bidder has correlated the information known to Bidder, information and observations obtained from visits to the Site, reports, and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. F. Bidder has given Purchasing Division written notice of all conflicts, errors, ambiguities, or discrepancies that Bidder has discovered in the Contract Documents, and the written resolution thereof by Purchasing Division is acceptable to Bidder. G. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performing and furnishing the Work for which this Bid is submitted. H. This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm, or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization, or corporation; Bidder has not directly or indirectly induced or SECTION 02 — BID FORM 2 CITY OF FAYETTEVILLE, ARKANSAS: BID 25-50, CONSTRUCTION — WATERLINE REPLACEMENT solicited any other Bidder to submit a false or sham bid; Bidder has not solicited or induced any person, firm, or a corporation to refrain from bidding; and Bidder has not sought by collusion to obtain for himself any advantage over any other Bidder or over Owner. I. Upon receipt of written notice of acceptance of this bid, bidder will execute the formal contract J attached within 10 days and deliver a Surety Bond or Bonds as required by the General Conditions. The bid security attached in the sum of $ $ 26,929.55 is to become the property of the Owner in the event the contract and bond are not executed within the time set forth above, as liquidated damages for the delay and additional expense to the Owner caused thereby. ARTICLE 4 - CONTRACT TIMES 5.01 Bidder agrees that the Work will be substantially completed and completed and ready for final payment 240 consecutive calendar days from the date established in a written notice to proceed. Total completion shall be 270 consecutive calendar days from the date established in a written notice to proceed. The bidder agrees to pay liquidated damages for each consecutive calendar day thereafter the total completion time. 5.02 Bidder accepts the provisions as to liquidated damages in the event of failure to complete the Work within the total completion time. Liquidated damages in the sum of $ 500.00 for each consecutive calendar day thereafter will be assessed. ARTICLE 5 —TERMINOLOGY 6.01 The terms used in this Bid which are defined in the GENERAL CONDITIONS or Instructions to Bidders will have the meanings assigned to them. SUBMITTED on October 14 2025 Arkansas State Contractor License No. 0170780426 SECTION 02 — BID FORM 3 CITY OF FAYETTEVILLE, ARKANSAS: BID 25-50, CONSTRUCTION — WATERLINE REPLACEMENT If Bidder is: An Individual Name (type or printed): By: (Individual's Signature) Doing business as: Business address: Phone No.: A Partnership FAX No.: UEI No.: Partnership Name: (SEAL) (Signature of general partner — attach evidence of authority to sign) Name (type or printed): Business address: Phone No.: Tax ID No.: lyl4101fal UEI No.: SECTION 02 — BID FORM 4 CITY OF FAYETTEVILLE, ARKANSAS: BID 25-50, CONSTRUCTION —WATERLINE REPLACEMENT A Corporation Corporation Name: Carl Holley Plumbing, Inc. State of Incorporation: Arkansas Type (General Business, Professional, Service, Limited Liability): S Corporation HE — attach eyrdence of authority to sign) Name (type or printed): Roger Holley Vice President Title: (CORPORATE SEAL) Attest: (Sig ure of Corportle Secretary) Business address: P.O.Vox 1151 v Siloam Springs, AR 72761 Phone No.:479-549-5086 FAX No.: 71-0835537 Tax ID No.: UEI No.: END OF SECTION 02 — BID FORM SECTION 02 — BID FORM 5 CITY OF FAYETTEVILLE, ARKANSAS: BID 25-50, CONSTRUCTION —WATERLINE REPLACEMENT F1��1lL�LIrI<� lbi[�I�i�1S4�L`jl;T�I001;1-A In compliance with the Instructions to Bidders and other Contract Documents, the undersigned submits the following names of Subcontractors to be used in performing the Work for: BID 25-50, CONSTRUCTION — WATERLINE REPLACEMENT Bidder certifies that all Subcontractors listed are eligible to perform the Work. Subcontractor's Work Subcontractor's Name and Address Clearing/Demolition N/A Mechanical N/A Plumbing N/A Electrical N/A Roofing/Sheet Metal N/A Other (designate) Expected Percentage or Value NOTE: This form must be submitted in accordance with the Instructions to Bidders. /Z;' Bidder's Sig �ure SECTION 03 — LIST OF SUBCONTRACTORS 1 CITY OF FAYETTEVILLE, ARKANSAS: BID 25-50, CONSTRUCTION —WATERLINE REPLACEMENT Section 04 CONTRACTOR REFERENCES The following information is required from all Bidders so all bids may be reviewed and properly evaluated COMPANY NAME: Carl Holley Plumbing, Inc. 25 10 NUMBER OF YEARS IN BUSINESS: HOW LONG IN PRESENT LOCATION: TOTAL NUMBER OF CURRENT EMPLOYEES: 30 FULLTIME PARTTIME 6 NUMBER OF EMPLOYEES PLANNED FOR THIS CONTRACT: FULL TIME PARTTIME PLEASE LIST FOUR (4) REFERENCES THAT YOU HAVE PREVIOUSLY PERFORMED SIMILAR CONTRACT SERVICES FOR WITHIN THE PAST FIVE (5) YEARS (All fields must be completed): 1 Crossland Heavy Contractors 2. Cobblestone Homes COMPANY NAME COMPANY NAME Rogers, AR 72756 Fayetteville, AR 72701 CITY, STATE, ZIP CITY, STATE, ZIP Syd Stokes Kodi CONTACT PERSON CONTACT PERSON 620-687-4310 479-251-1111 TELEPHONE TELEPHONE 2025 4/2025 DATE COMPLETED DATE COMPLETED sstokes@heavycontractors.com Kodi@cobblestone homes. info E-MAIL ADDRESS E-MAIL ADDRESS City of Tontitown McDonald Building Group a 4 COMPANY NAME COMPANY NAME Tontitown, AR Fayetteville, AR 72701 CITY, STATE, ZIP CITY, STATE, ZIP James Clark Forrest Acuff CONTACT PERSON CONTACT PERSON 479-361-2700 479-790-2620 TELEPHONE TELEPHONE 2022 9/2025 DATE COMPLETED DATE COMPLETED pwdirector@tontitownar.gov forrest@mcdonaldbldg.com E-MAIL ADDRESS E-MAIL ADDRESS SECTION 04 - CONTRACTOR REFERENCES 1 Liberty Mutual,.. SURETY BID BOND KNOW ALL BY THESE PRESENTS, That we. Carl Holley Plumbing, Inc. of Siloam Sorinqs. AR (hereinafter called the Principal), as Principal, and The Ohio Casualty Insurance Company (hereinafter called the Surety), as Surety are held and firmly hound unto City of Fayetteville (hereinafter called the Obligee) in the penal sum of 5% of Bid Amount Bid Bond Dollars ( 5% of Bid Amount for the payment of which the Principal and the Surety bind themselves, their heirs, executors, administrators, successors and assigns. jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, That WHEREAS, the Principal has submitted or is about to submit a proposal to the Obligee on a contract for Bid 25-50 Waterline Replacement NOW, 'IHLREFORE, if the said Contract be timely awarded to the Principal and the Principal shall, within such time as may be specified, enter into the Contract in writing, and give bond, if bond is required, with surety acceptable to the Obligee for the faithful performance of the said Contract, then this obligation shall be void; otherwise to remain in full force and effect. Signed and sealed this 14th day of October 2025 Carl Holley Plumbing, Inc. _jtieal) Witness 1.errr/r✓��,,:: L.L�JJ t i i lie Witness The Ohio Casualty Insurance Company { By _ Kr��z Bryan *nkSC�"d es Attorney -in -Fact .fi `4 4ni5; n5ry9 QLiberty POWER OF ATTORNEY Mutual_a Liberty Mutual Insurance Company SURETY The Ohio Casualty Insurance Company West American Insurance Company Certificate No'. 8214641-971105 KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire. that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies'), pursuant to and by authority herein set forthdoes hereby name, constitute and appoint ..Icimi rcr Bohannon, Bryan S Clmkscacs; Kentnma'Todd all of the city of SPRINGDALE state of Aft each individually if there be more than one named, its true and lawful attorney-ir.-taa to make, execute, seal. acknowledge and deliver, far and on its behalf as surety and as its act and deed, any and all undertakings, bondsrecognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in thmr own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 20th day of August 2025 N al C IO no State of PENNSYLVANIA rn County of MONTGOMERY ss Liberty Mutual Insurance Company JPb 1NCSF �y JP�ZY I NSV Pea Ns�uggy The Ohio Casualty Insurance Company a 3`� aFo m c 3`uX q oo `' x cove vm West American Insurance Company Ydl `P9CXV54'.dD O y'M9MaP�,rD3 Ys �NnIPXP aD y: 6 Narhan I :annodo 4ccmmnl Co...w�., wZ On this 20kh day of August , 2025 before me personally appeared Nathan J_ Zangerle, who acknowledged himself to be the Assistant Secretary v Liberty Mudlal Insurance m Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. to IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written N d PCIInY chid w0181y Ir 0 rio '-1 erear PaNela NMaryP N 6 � "-� i k r crldore IGau ry /�, x umx nzsoa4 y 4, l'., +'Rv, nxmep�. Penn_ylrane As,wam�mnma.J 'elesa Pastalla, NotaryPublic This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV- OFFICERS: Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the CPresident may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, salient to the limitations set forth in their respective powers of attomey, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney infect under the provisions of [his article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority ARTICLE XIII - Execution of Contracts: Section 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe. shall appoint such stternel, as may be necessary to act in behalf of the Company to make, execute, sealacknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fact subject to the limitations set forth in their respective powers of attorney. shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation - The President of the Company, acting pursuant to the Bylaws of the Company.. authorizes Nathan J. Zangerle, Assistant Secretary to appoint such attorneys -in -fact as may be necessary to act on behalf of the Company to make, executesealacknowledge and deliver as surety any and all undertakings, bonds.. recognizances and other surety obligations. Authorization - By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Renee C. Llewellyn, the undersigned, Assistant Secretary.. The Ohio Casualty Insurance Company, I iberty Mutual Insurance Company, and West American Insurance Company do hereby certify that the original paver of attorney of which the foregoing is a full, true and correct copy of the Power of Atorney executed by said Companiesis in hill force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 141h day of Octolxr 2025 Y IN3U\NSpR, oneo qp ��,yn`Paewvoryrgy�F(aa 1919aoas1991�ao e 8 38y: - _llyr s"'7a'� ppMe� N D r � 4w>X�� D Renee C. Llewellyn, Assistant Secretary l r t• M r k N 0 v m M m 0 U LMS-12873 LMIC OCIC WAIC Mulh Cc 02124 CITY OF M INA FAYETTEVILLE ARKANSAS Contract for Services Construction —Waterline Replacement Contractor: Carl Holley Plumbing, Inc. Term: Single Project THIS AGREEMENT is made this 174 day of Noyemb r , 2025, by and between City of Fayetteville, Arkansas, acting by and through its Mayor (hereinafter called CITY OF FAYETTEVILLE or CITY) and Carl Holley Plumbing, Inc. (hereinafter called Carl Holley or Contractor). CITY OF FAYETTEVILLE from time to time requires professional construction services in connection with construction projects. Therefore, CITY OF FAYETTEVILLE and Carl Holley, in consideration of their mutual covenants, agree as follows: Work performed by Carl Holley shall be performed under a valid, active, current license with the Arkansas Contractor's Licensing Board with the appropriate classification. Carl Holley shall follow all federal, state, and local laws at all times. 1, Contracted parties and relationship: a. This agreement shall be binding between all parties. Fees shall be provided as identified in appendices. i. Carl Holley's Tax identification number (TIN) ending in 5537 ii. Carl Holley's Arkansas Contractor License No. 0170780426 iii. Carl Holley's Secretary of State Filing No. 100179595 2. Entire Agreement and Exhibits: This Agreement sets forth the entire agreement and understanding between the parties on the subject matter of this Agreement. Neither party shall be bound by any conditions, definitions, representations or warranties with respect to the subject matter of this Agreement other than those as expressly provided herein. a. Appendices included under this agreement Include the following: I. Appendix A: Bid Tabulation ii. Appendix B: Bid package identified as Bid 25-50, Construction —Waterline Replacement with the specifications and conditions typed thereon inclusive of all bidding documents, plans and drawings, and issued addenda. iii. Appendix C: Carl Holley s bid submittal iv. Appendix D: Carl Holley s Certificate of Insurance v. Appendix E: Carl Holley's 100% Performance and Payment Bonds 1. Appendix D and E shall be submitted to the City within the timeframe identified in the bid documents or 10 (ten) calendar days. b. This agreement may be modified only by a duly executed written instrument signed by the CITY and Carl Holley. c. ORDER OF PRECEDENCE: In case of any inconsistency, conflict, or ambiguity among the Contract Documents, the documents shall govern in the following order: (a) Change Orders and written amendments to this Agreement which are executed by all parties; (b) the Agreement; (c) Carl Holley's Bid Proposal (d) City's published bid and associated Addenda. CONTRACT: Bid 25-50, Construction —Waterline Replacement Page 1 of 19 City of Fayetteville, AR 3. Notices: Any notice required under this Agreement shall be in writing, address to the appropriate party at the following addresses: a. City of Fayetteville: 113 W. Mountain, Fayetteville, AR 72701 b. Carl Holley Plumbing, Inc., P.O. Box 1151, Siloam Springs, AR 72761 4. General Provisions: a. ETHICS: All parties shall perform with integrity. Each shall avoid conflicts of interest and promptly disclose to any other part any conflicts that may arise. All parties warrant that it has not and shall not pay or receive any contingent fees or gratuities to or from any other party, including agents, officer's employers, Subcontractors, Sub subcontractors, Suppliers, Volunteers, Elected Officials, or Others to secure preferential treatment. b. Workmanship: The Work shall be executed in accordance with the Contract Documents. All materials used in the Work shall be furnished in sufficient quantities to facilitate the proper and expeditious execution of the Work and shall be new except as otherwise provided in the Contract Documents. c. MATERIALS FURNISHED BY CITY OR OTHERS: If the Work includes installation of materials or equipment furnished by City or Others, it shall be the responsibility of Carl Holley to examine the items so provided and thereupon handle, store, and install the items, unless otherwise provided in the Contract Documents, with such skill and care as to provide a satisfactory and proper installation. Loss or damage due to acts or omissions of Carl Holley shall be the responsibility of Carl Holley and may be deducted from any amounts due or to become due. Any defects discovered in such materials or equipment shall be reported at once to the City and the City's contracted third -party Design Professional. Following receipt of written notice from Carl Holley of defects, City and Design Professional shall promptly inform the City what action, if any, Carl Holley shall take with regard to the defects. d. WORKSITE Carl Holley acknowledges that it has visited, or has had the opportunity to visit, the Worksite to visually inspect the general and local conditions which could affect the Work. e. Carl Holley shall perform all duties and responsibilities necessary to coordinate the various parts of the Work and to prepare its Work for the work of City or Others. i. Cutting, patching, or altering the work of City or Others shall be done with the prior written approval of City and Design Professional. Such approval shall not be unreasonably withheld. f. COMPLIANCE WITH LAWS: Carl Holley shall comply with all the Law at its own cost. Carl Holley shall be liable to City for all loss, cost, or expense attributable to any acts or omissions by Carl Holley, its employees, subcontractors, suppliers, and agents for failure to comply with Laws, including fines, penalties, or corrective measures. g. COST OF CORRECTING DAMAGED OR DESTROYED WORK: With regard to damage or loss attributable to the acts or omissions of City or Others and not to Carl Holley, City may either (a) promptly remedy the damage or loss and assume affected warranty responsibilities, (b) accept the damage or loss, or (c) issue a Change Order to remedy the damage or loss. If Carl Holley incurs costs or is delayed due to such loss or damage, Carl Holley may seek an equitable adjustment in the Cost of the Work, Date of Substantial Completion or Date of Final Completion. Any equitable adjustment shall be approved by all parties. h. Taxes and Permits: Carl Holley shall give public authorities all notices required by law and shall obtain and pay for all necessary permits, licenses, and renewals pertaining to the Work. Carl Holley shall provide to City copies of all notices, permits, licenses, and renewals required under this Agreement. i. Carl Holley shall pay applicable taxes and permit fees associated with the entire project. CONTRACT: Bid 2S-S0, Construction —Waterline Replacement Page 2 of 19 City of Fayetteville, AR i. DISCOUNTS All discounts for prompt payment shall accrue to City. All trade discounts, rebates, and refunds, and ail returns from sale of surplus materials and equipment, shall be credited to the Cost of the Work, or directly to the City after final payment. j. City may occupy or use completed or partially completed portions of the Work when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) consent to the occupancy or use, and (c) public authorities authorize the occupancy or use. Carl Holley shall not unreasonably withhold consent to partial occupancy or use. k. EXTENT OF AGREEMENT: Except as expressly provided, this Agreement is for the exclusive benefit of all Parties, and not the benefit of any third party. This Agreement represents the entire and integrated agreement between the Parties, and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement and each and every provision is for the exclusive benefit of all Parties and not for the benefit of any third party. I. ASSIGNMENT: Except as to the assignment of proceeds, no Party shall assign their interest in this Agreement without the written consent of the other Party. The terms and conditions of this Agreement shall be binding upon all Parties, their partners, successors, assigns, and legal representatives. No Party shall assign the Agreement without written consent of the other. m. Where figures are given, they shall be preferred to scaled dimensions. n. The drawings and specifications are complementary. If Work is shown only on one but not on the other, Carl Holley shall perform the Work as though fully described on both. Carl Holley shall seek clarification from the City or the City's third -party Design Professional for any discrepancies. o. In case of conflicts between the drawings and specifications, the specifications shall govern unless otherwise stated in the bidding documents. In any case of omissions or errors in figures, drawings, or specifications, Carl Holley shall immediately submit the matter to City and Design Professional for clarification. The City's clarifications are final and binding, which may include third -party Design Professional content. p. DEBARMENT AND SUSPENSION: By execution of this agreement, Carl Holley certifies that to the best of its knowledge and belief that the Carl Holley and its principals: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; i. Have not within a three year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; iii. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and iv. (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. v. Carl Holley understands that a false statement on certification regarding debarment and suspension may be grounds for rejection of this proposal or termination of the award. In addition, under 18 USC Sec. 1001, a false statement may result in a fine. I further certify that I will obtain a similar certification for each subcontract awarded in excess of $SO,000. CONTRACT: Bid 2S-SO, Construction — Waterline Replacement Page 3 of 19 City of Fayetteville, AR vi. Certifications for subcontracts or sub subcontracts executed under this agreement shall include all language in this section. 5. Definitions: Unless otherwise specifically defined in this Agreement, any terms that have well-known technical or trade meanings shall be interpreted in accordance with their well-known meanings. a. "Business Day" means all Days, except weekends and official federal or state holidays where the Project is located. b. A "Change Order' is a written order signed by all Parties after execution of this Agreement, indicating changes in the scope of the Work, and Date of Substantial Completion or Date of Final Completion. c. "Contract Time' is the period between the Date of Notice to Proceed and the total time authorized to achieve Final Completion. d. "Cost of the Work" means the total costs and discounts charged to the City. e. The "Contractor" is the person or entity identified in this contract and includes Contractor's Representative. f. "Day" means a calendar day unless otherwise specified. g. "Defective Work" is any portion of the Work that that does not conform with the requirements of the Contract Documents. h. "Design Professional" means the licensed architect retained by the City and its subconsultants, to perform design services for the Project. i. "Final Completion" occurs on the date when Contractor's obligations under this Agreement are complete and accepted by City and final payment becomes due and payable. This date shall be confirmed by a Certificate of Final Completion signed by all Parties. j. "Hazardous Material" is any substance or material identified now or in the future as hazardous under the Law, or any other substance or material that may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal, or cleanup. k. "Interim Directive" is a written order containing change to the Work directed by and in consultation with City and Design Professional after execution of this Agreement and before Substantial Completion. Interim Directives shall be consolidated and formalized in a change order to be signed by all parties. I. "Law' means federal, state, or local laws, ordinances, codes, rules, and regulations applicable to the Work with which Contractor must comply that are enacted as of the Agreement date. m. "Others" means City's other: (a) contractors/constructors, (b) suppliers, (c) subcontractors, sub subcontractors, or suppliers of (a) and (b); and others employed directly or indirectly by (a), (b), or (c) or any by any of them or for whose acts any of them may be liable. n. "Overhead" means (a) payroll costs, burden, and other compensation of Contractor's employees in Contractor's principal and branch offices for work associated with this project. o. "Owner" is the City of Fayetteville, Arkansas (City). P. The "Owner's Program" is an initial description of Owner's objectives, including budgetary and time criteria, space requirements and relationships, flexibility and expandability requirements, special equipment and systems, site requirements, and any requirements for phased occupancy. q. The "Parties" are collectively City and Contractor. r. The "Project," is the building, facility, or other improvements for which Contractor is to perform Work under this Agreement. It may also include construction by Owner or Others. CONTRACT: Rid 25-SO, Construction —Waterline Replacement Page 4 of 19 City of Fayetteville, AR s. The "Schedule of the Work" is the document prepared by Contractor that specifies the dates on which Contractor plans to begin and complete various parts of the Work, including dates on which information and approvals are required from City. t. "Subcontractor" is a person or entity retained by Contractor as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Work. The term Subcontractor does not include Design Professional or Others. u. "Substantial Completion" of the Work, or of a designated portion, occurs on the date when the Work is sufficiently complete in accordance with the Contract Documents so that City may occupy or utilize the Work, or a designated portion, for the use for which it is intended, without unapproved disruption. This date shall be confirmed by a certificate of Substantial Completion signed by all Parties. v. A "Sub subcontractor" is a person or entity who has an agreement with a Subcontractor or another sub subcontractor or Supplier to perform a portion of the Subcontractors Work or supply material or equipment. w. A "Supplier" is a person or entity retained by Contractor to provide material or equipment for the Work. x. "Terrorism" means a violent act, or an act that is dangerous to human life, property, or infrastructure, that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Terrorism includes, but is not limited to, any act certified by the United States government as an act of terrorism pursuant to the Terrorism Risk Insurance Act, as amended. y. "Work" means the construction services necessary or incidental to fulfill Contractor's obligations for the Project in accordance with and reasonably inferable from the Contract Documents. The Work may refer to the whole Project or only a part of the Project if work is also being performed by Owner or Others. z. "Worksite" means the area of the Project where the Work is to be performed. aa. "Bi-monthly basis" means every fourteen to sixteen calendar days. 6. Contract Document Review and Administration a. Before commencing the Work, Carl Holley shall examine and compare the drawings and specifications with information furnished by the City and Design Professional that are considered Contract Documents, relevant field measurements made by Carl Holley, and any visible conditions at the Worksite affecting the Work. b. Should Carl Holley discover any errors, omissions, or inconsistencies in the Contract Documents, Carl Holley shall promptly report them to the City and Design Professional. Following receipt of written notice of defects, City shall promptly inform Carl Holley what action, if any, Carl Holley shall take with regard to the defect. c. Nothing in this section shall relieve Carl Holley of responsibility for its own errors, inconsistencies, or omissions. d. COST REPORTING: Carl Holley shall maintain complete, accurate, and current records that comply with generally accepted accounting principles and calculate the proper financial management under this Agreement. Carl Holley shall maintain a complete set of all books and records prepared or used by Carl Holley with respect to the Project. City shall be afforded access to ail of Carl Holley's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to this Agreement. Carl Holley shall preserve all such records for a period of three years after the final payment or longer where required by Law. CONTRACT: Bid 25-50, Construction —Waterline Replacement Page 5 of 19 City of Fayetteville, AR 7. Warranty a. Carl Holley warrants all materials and equipment furnished under the Construction Phase of this Agreement will be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from defective workmanship and materials. At City or Design Professional request, Carl Holley shall furnish satisfactory evidence of the quality and type of materials and equipment furnished. Carl Holley further warrants all Work shall be free from material defects not intrinsic in the design or materials required in the Contract Documents. Carl Holley's warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage beyond the warranty period, use for a purpose for which the Project was not intended, improper or insufficient maintenance, modifications performed by the City or others, or abuse. Carl Holley's warranty shall commence on the Date of Final Completion of the Project. b. To the extent products, equipment, systems, or materials incorporated in the Work are specified and purchased by the City, they shall be covered exclusively by the warranty of the manufacturer. There are no warranties which extend beyond the description on the face of any such warranty. For such incorporated items, ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. c. Carl Holley shall obtain from its Subcontractors and Suppliers any special or extended warranties required by the Contract Documents. Carl Holley's liability for such warranties shall be limited to the one-year correction period, as further defined in this Agreement. After that period Carl Holley shall provide full and comprehensive assistance to the City in enforcing the obligations of Subcontractors or Suppliers for such extended warranties. d. Correction of Work: i. If before Substantial Completion or within one year after the date of Final Completion of the Work any Defective Work is found, City shall promptly notify Carl Holley in writing. Unless City provides written acceptance of the condition, Carl Holley shall promptly correct the Defective Work at its own cost and time and bear the expense of additional services required for correction of any Defective Work for which it is responsible. If within the two-year correction period City discovers and does not promptly notify Carl Holley or give Carl Holley an opportunity to test or correct Defective Work as reasonably requested by Carl Holley, City waives Carl Holley's obligation to correct that Defective Work as well as City's right to claim a breach of the warranty with respect to that Defective Work. ii. If Carl Holley fails to correct Defective Work within a reasonable time after receipt of written notice from City before final payment, City may correct it in accordance with the City's right to carry out the Work. In such case, an appropriate Change Order shall be issued deducting the cost of correcting the Defective Work from payments then or thereafter due Carl Holley. If payments then or thereafter due Carl Holley are not sufficient to cover such amounts, Carl Holley shall pay the difference to City. iii. Carl Holley's obligations and liability, if any, with respect to any Defective Work discovered after the two-year correction period shall be determined by the Law. If, after the two-year correction period but before the applicable limitation period has expired, City discovers any Work which City considers Defective Work, City shall, unless the Defective Work requires emergency correction, promptly notify Carl Holley and allow Carl Holley an opportunity to correct the Work if Carl Holley elects to do so. If Carl Holley elects to correct the Work, it shall provide written notice of such intent within fourteen (14) Days of its receipt of notice from City and shall complete the correction of Work within a mutually agreed timeframe. If Carl Holley does not elect to correct the Work, City may have the Work corrected by itself or Others, and, if City intends to seek CONTRACT: Sid 2S-SO, Construction —Waterline Replacement Page 6 of 19 City of Fayetteville, AR recovery of those costs from Carl Holley, City shall promptly provide Carl Holley with an accounting of the actual correction costs. iv. If Carl Holley's correction or removal of Defective Work causes damage to or destroys other completed or partially completed work or existing building, Carl Holley shall be responsible for the cost of correcting the destroyed or damaged property. v. The two-year period for correction of Defective Work does not constitute a limitation period with respect to the enforcement of Carl Holley's other obligations under the Contract Documents. vi. Before final payment, at City option and with Carl Holley's agreement, City may elect to accept Defective Work rather than require its removal and correction. In such cases the contract shall be equitably adjusted for any diminution in the value, as determined by City, of the Project caused by such Defective Work via formal written change order. 8. Safety of Persons and Property a. SAFETY PROGRAMS: Carl Holley holds overall responsibility for safety programs. However, such obligation does not relieve Subcontractors of their safety responsibilities and to comply with the Law. Carl Holley shall prevent against injury, loss, or damage to persons or property by taking reasonable steps to protect: (a) its employees and other persons at the Worksite; (b) materials and equipment stored at onsite or offsite locations for use in performing the Work; and (c) property located at the Worksite and adjacent to work areas, whether or not the property is part of the Worksite. b. CARL HOLLEY'S SAFETY REPRESENTATIVE: Carl Holley shall designate an individual at the Worksite in its employ as its safety representative. Unless otherwise identified by Carl Holley in writing to City, Carl Holley's project superintendent shall serve as its safety representative. Carl Holley shall report promptly in writing all recordable accidents and injuries occurring at the Worksite. When Carl Holley is required to file an accident report with a public authority, Carl Holley shall furnish a copy of the report to City. c. Carl Holley shall provide City with copies of all notices required of Carl Holley by the Law. Carl Holley's safety program shall comply with the requirements of governmental and quasi -governmental authorities having jurisdiction. i. Damage or loss not insured under property insurance that may arise from the Work, to the extent caused by negligent or intentionally wrongful acts or omissions of Carl Holley, or anyone for whose acts Carl Holley may be liable, shall be promptly remedied by Carl Halley. d. If City deems any part of the Work or Worksite unsafe, City, without assuming responsibility for Carl Holley's safety program, may require performance of the Work be stopped, and take corrective measures satisfactory to City. If Carl Holley does not adopt corrective measures, City may perform them and deduct their cost from the Contract amount Carl Holley agrees to make no claim for damages, an increase in the Contract amount, or for a change in the Dates of Substantial or Final Completion based on Carl Holley's compliance with City's reasonable request. 9. Subcontracts: a. BINDING OF SUBCONTRACTORS AND SUPPLIERS: Carl Holley agrees to bind every Subcontractor and Supplier and require every Subcontractor to so bind its subcontractors and significant supplier, to the Contract Documents as they apply to the Subcontractor's or Supplier's applicable provisions to that portion of the Work. b. Carl Holley agrees not to subcontract at risk related services without prior written consent from the City. CONTRACT: Bid 25-50, Construction —Waterline Replacement Page 7 of 19 City of Fayetteville, AR 10. Fees, Expenses, and Payments: a. Carl Holley, at its own cost and expense, shall furnish all labor, materials, supplies, machinery, equipment, tools, supervision, bonds, insurance, tax permits, and all other accessories and services necessary to complete items bid per Bid 25-50 as stated in Carl Holley's bid response, and in accordance with specifications attached hereto and made a part hereof under Bid 25-50, all included herein as if spelled out word for word. b. This turn -key project providing labor and materials shall be provided to the City for a not to exceed fee of $560,134.64 US Dollars, not including any City Council approved contingency. c. The City of Fayetteville shall pay Carl Holley for completion of the project based on a percentage of work completed. At no point shall payment exceed the percentage of work completed, as determined by the City. d. Payments will be made after approval and acceptance of work and submission of invoice Payments will be made approximately 30 days after approval of invoice. The City of Fayetteville reserves the right to request receipts for materials purchased for the City of Fayetteville from suppliers, subcontractors, or other sources. The City of Fayetteville does not agree to any interest or penalty for "untimely" payments. e. The City reserves the right to withhold five percent (5%) retainage from all payments until project is completed in full. f. Not to exceed pricing shall include but not be limited to: i. Labor wages directly employed by Carl Holley in performing of the Work. ii. Salaries of Carl Holley's employees when stationed at the field office, in whatever capacity employed, employees engaged on the road expediting the production or transportation of material and equipment, and employees from the principal or branch office as mutually agreed by the Parties in writing. id. Cost of all employee benefits and taxes, including but not limited to, workers' compensation, unemployment compensation, social security, health, welfare, retirement, and other fringe benefits as required by law, labor agreements, or paid under Carl Holley's standard personnel policy, insofar as such costs are paid to employees of Carl Holley are included in the Cost of the Work. iv. Transportation, travel, hotel, and moving expenses Carl Holley's personnel incurred in connection with the Work. v. Cost of all materials, supplies, and equipment incorporated in the Work, including costs of inspection and testing if not provided by City, transportation, storage, and handling. vi. Payments made by Carl Holley to Subcontractors for work performed under this Agreement. vii. Cost, including transportation and maintenance of all materials, supplies, equipment, temporary facilities, and hand tools not owned by the workers that are used or consumed in the performance of the Work, less salvage value or residual value; and cost less salvage value on such items used, but not consumed that remain the property of Carl Holley. viii. Rental charges of all necessary machinery and equipment, exclusive of hand tools owned by workers, used at the Worksite, whether rented from Carl Holley or others, including installation, repair, and replacement, dismantling, removal, maintenance, transportation, and delivery costs at competitive market rates. ix. Cost of the premiums for all insurance and surety, performance, and payment bonds which Carl CONTRACT: Bid 25-S0, Construction —Waterline Replacement Page 8 of 19 City of Fayetteville, AR Holley is required to procure or deems necessary and approved by City. x. Sales, use, gross receipts, or other taxes, tariffs, or duties related to the Work for which Carl Holley is liable. xi. Permits, taxes, fees, licenses, tests, royalties. xii. Losses, expenses, or damages to the extent not compensated by insurance or otherwise, and the cost of corrective work during the Construction Phase and for the warranty period. xiii. Costs associated with establishing, equipping, operating, maintaining, mobilizing and demobilizing the field office and site. xiv. Water, power, and fuel costs necessary for the Work. xv. Cost of removal of all nonhazardous substances, debris, and waste materials. xvi. Costs incurred due to an emergency affecting the safety of persons or property. xvii. Costs directly incurred in the performance of the Work or in connection with the Project, and not included in Carl Holley's Fee, which are reasonably inferable from the Contract Documents. g. STORED MATERIALS AND EQUIPMENT: Unless otherwise provided in the contract documents, applications for payment may include materials and equipment not yet incorporated into the Work but delivered to and suitably stored onsite or offsite including applicable insurance, storage, and costs incurred transporting the materials to an offsite storage facility. Approval of payment applications for stored materials and equipment stored offsite shall be conditioned on a submission by Carl Holley of bills of sale and proof of required insurance, or such other documentation satisfactory to City to establish the proper valuation of the stored materials and equipment, City's title to such materials and equipment, and to otherwise protect City's interests therein, including transportation to the Worksite. Materials and equipment stored offsite shall be in a bonded and insured secure facility. h. FINAL PAYMENT: Upon satisfactory completion of the work performed under this Agreement, as a condition before final payment under this Agreement, or as a termination settlement under this Agreement, Carl Holley shall execute and deliver to CITY OF FAYETTEVILLE a release of all claims against CITY OF FAYETTEVILLE arising under or by virtue of this Agreement, except claims which are specifically exempted by Carl Holley to be set forth therein. i. Unless otherwise provided in this Agreement or by State law or otherwise expressly agreed to by the parties to this Agreement, final payment under this Agreement or settlement upon termination of this Agreement shall not constitute a waiver of CITY OF FAYETTEVILLE's claims against Carl Holley or sureties under this Agreement. 11. Project Bonding - Performance and payment bonding: After execution of this contract by all parties, Carl Holley shall provide 100% separate performance and payment bonds (inclusive of any approved contingency) from a bonding company, licensed to do business in the state of Arkansas. Bonds shall be recorded and stamped at the Washington County Circuit Clerk. Bonds shall be provided within ten (10) calendar days after this contract has been executed by all parties. If bonds are not inclusive of council approved contingency, bond riders) will be required for any change orders. a. All bonds shall be listed with the U.S. Treasury Department listing of approved surety's (T-List) and shall be rated A+ minimum by A. M. Best. 12. Time: a. SUBSTANTIAL and FINAL COMPLETION: Date of Substantial Completion and the Date of Final Completion shall be established in the contract documents as a hard not -to -exceed date. If such dates are not CONTRACT: Bid 2S-SO, Construction —Waterline Replacement Page 9 of 19 City of Fayetteville, AR established upon the execution of this Agreement, a Date of Substantial Completion and Date of Final Completion of the Work shall be established via Change Order. b. Time is of the essence with regard to the obligations of the Contract Documents. c. Unless instructed by City in writing, Carl Holley shall not knowingly commence the Work before the effective date of Carl Holley's required insurance, bonds, and formal written and signed Purchase Order issued by the City of Fayetteville Procurement Division. d. Schedule of Work: Before submitting its first application for payment, Carl Holley shall submit to City and, if directed, Design Professional, a Schedule of the Work showing the dates on which Carl Holley plans to begin and complete various parts of the Work, including dates on which information and approvals are required from City. Except as otherwise directed by City, Carl Holley shall comply with the approved Schedule of the Work. i. City may determine the sequence in which the Work shall be performed, provided it does not unreasonably interfere with the approved project schedule. City may require Carl Holley to make reasonable changes in the sequence at any time during the performance of the Work in order to facilitate the performance of work by City or Others. If Carl Holley consequently incurs costs or is delayed, the Dates of Substantial or Final Completion, or both Carl Holley may seek equitable adjustment. e. NOTICE OF DELAY CLAIMS: If Carl Holley requests an equitable extension of the Contract Time or an equitable adjustment contract as a result of a delay described, Carl Holley shall give City written notice of the claim. If Carl Holley causes delay in the completion of the Work, City shall be entitled to recover its additional costs. 13. Substantial Completion: a. The Work shall be Substantially Completed within 240 calendar days after the date when the Contract Times commence to run as provided in the GENERAL CONDITIONS. b. Carl Holley shall notify City and, if directed, Design Professional when it considers Substantial Completion of the Work or a designated portion to have been achieved. City, with the assistance of its Design Professional, shall promptly conduct an inspection to determine whether the Work or designated portion can be occupied or used for its intended use by City without excessive interference in completing any remaining unfinished Work. If City determines the Work or designated portion has not reached Substantial Completion, City, with the assistance of its Design Professional, shall promptly compile a list of items to be completed or corrected so City may occupy or use the Work or designated portion for its intended use. Carl Holley shall promptly and accurately complete all items on the list. c. When Substantial Completion of the Work or a designated portion is achieved, Carl Holley shall prepare a Certificate of Substantial Completion establishing the date of Substantial Completion and the respective responsibilities of each Party for interim items such as security, maintenance, utilities, insurance, and damage to the Work, and fixing the time for completion of all items on the list accompanying the Certificate. The Certificate of Substantial Completion shall be submitted by Carl Holley to City and, if directed, to Design Professional for written acceptance of responsibilities assigned in the Certificate of Substantial Completion. d. Unless otherwise provided in the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or a designated portion. e. Upon City's written acceptance of the Certificate of Substantial Completion, City shall pay to Carl Holley the remaining retainage held by City for the Work described in the Certificate of Substantial Completion less a sum equal to one hundred and fifty percent (150%) of the estimated cost of completing or CONTRACT: Bid 25-50, Construction —Waterline Replacement Page 10of19 City of Fayetteville, AR correcting remaining items on that part of the Work, as agreed to by the Parties as necessary to achieve Final Completion, including all close outs. Uncompleted items shall be completed by Carl Holley in a mutually agreed upon timeframe. 14. Final Completion: a. The Work shall be completed and ready for final payment in accordance with the GENERAL CONDITIONS within 270 calendar days after the date when the Contract Times commence to run. b. Upon notification from Carl Holley that the Work is complete and ready for final inspection and acceptance, City, with the assistance of its Design Professional shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. c. When the Work is complete, Carl Holley shall prepare for City's written acceptance a final application for payment stating that to the best of Carl Holley's knowledge, and based on City's inspections, the Work has reached Final Completion in accordance with the Contract Documents. d. Final payment shall be made to Carl Holley within thirty (30) Days of submitted application for final payment, pending the application has been approved by the City, including submissions required, and a Certificate of Final Completion has been executed by all Parties. e. Final payment shall be due on Carl Holley's submission of the following to the City: i. an affidavit declaring any indebtedness connected with the Work, to have been paid, satisfied, or to be paid with the proceeds of final payment, so as not to encumber City property; ii. as -built drawings, manuals, copies of warranties, and all other close-out documents required by the Contract Documents; iii. release of any liens, conditioned on final payment being received; iv. consent of any surety; and v. any outstanding known and unreported accidents or injuries experienced by Carl Holley or its Subcontractors at the Worksite. f. If, after Substantial Completion of the Work, the Final Completion of a portion of the Work is materially delayed through no fault of Carl Holley. If approved by City, they shall pay the balance due for any portion of the Work fully completed and accepted. If the remaining contract balance for Work not fully completed and accepted is less than the retained amount before payment, Carl Holley shall submit to City and, if directed, Design Professional the written consent of any surety to payment of the balance due for portions of the Work that are fully completed and accepted. Such payment shall not constitute a waiver of claims, but otherwise shall be governed by this section. g. ACCEPTANCE OF FINAL PAYMENT: Unless Carl Holley provides written identification of unsettled claims with an application for final payment, its acceptance of final payment constitutes a waiver of such claims. h. Carl Holley shall ensure that the City of Fayetteville receives lien waivers from all material suppliers, subcontractors and sub -subcontractors and Carl Holley work begins on the project. Carl Holley shall give written notice to the material suppliers, subcontractors and sub -subcontractors providing work on the project that states the following: i. 'According to Arkansas law, it is understood that no liens can be filed against public property if valid and enforceable payment and performance bond is in place. Regarding this Project and Agreement, the valid and enforceable bonds are with ( name of surety ).' CONTRACT: Bid 2S-SO, Construction —Waterline Replacement Page 11 of 19 City of Fayetteville, AR ii. Carl Holley shall have each subcontractor, sub -subcontractor and material supplier execute a written receipt evidencing acknowledgment of this statement prior to commencement of the work of the subcontractor or material supplier. 15. Liquidated Damages: Carl Holley accepts the provisions as to liquidated damages in the event of failure to complete the Work within the total completion time. Liquidated damages in the sum of $500.00 USD for each consecutive calendar day thereafter will be assessed. 16. Notices: Any notice required to be given under this Agreement to either party to the other shall be sufficient if addressed and mailed, certified mail, postage paid, delivery, fax or e-mail (receipt confirmed), or overnight courier. 17. Jurisdiction: Legal jurisdiction to resolve any disputes shall be Arkansas with Arkansas law applying to the case. 18. Venue: Venue for all legal disputes shall be Washington County, Arkansas. 19. Freedom of Information Act: City of Fayetteville contracts and documents prepared while performing contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, Carl Holley shall do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. 25-19-101 et. Sec.). Only legally authorized photo coping costs pursuant to the FOIA may be assessed for this compliance. 20. Changes in Scope or Price: Changes, modifications, or amendments in scope, price or fees to this contract shall not be allowed without a prior formal contract amendment approved by the Mayor and the City Council in advance of the change in scope, cost or fees. 21. Insurance: a. Before starting the Work and as a condition precedent to payment, Carl Holley shall procure and maintain in force Workers' Compensation Insurance, Employers' Liability Insurance, Business Automobile Liability Insurance, and Commercial General Liability Insurance ("CGL"). The CGL policy shall include coverage for liability arising from premises, operations, independent contractors, products -completed operations, personal injury and advertising injury, contractual liability, pollution coverage, and broad form property damage. Carl Holley shall maintain completed operations liability insurance for one year after Substantial Completion, or as required by the Contract Documents, whichever is longer. b. Employers' Liability, Business Automobile Liability, and CGL coverages required may be provided by a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella liability policies. c. Carl Holley shall maintain in effect all insurance coverage required with insurance companies lawfully authorized to do business in the jurisdiction In which the Project is located. If Carl Holley fails to obtain or maintain any insurance coverage required under this Agreement, City may purchase such coverage and charge the expense to Carl Holley or terminate this Agreement. d. To the extent commercially available to Carl Holley from its current insurance company, insurance policies required shall contain a provision that the insurance company or its designee shall give City written notice transmitted in paper and electronic format: (a) 30 Days before coverage is nonrenewed by the insurance company and (b) within 10 Business Days after cancelation of coverage by the insurance company. Before commencing the Work and upon renewal or replacement of the insurance policies, Carl Holley shall furnish City with certificates of insurance until one year after Substantial Completion or longer if required by the Contract Documents. In addition, if any insurance policy required is not to be CONTRACT: Bid 2S-SO, Construction —Waterline Replacement Page 12 of 19 City of Fayetteville, AR immediately replaced without lapse in coverage when it expires, exhausts its limits, or is to be cancelled, Carl Holley shall give City prompt written notice upon actual or constructive knowledge of such condition. e. Certificates of insurance shall list the City as Additional Insured Parties. f. PROPERTY INSURANCE: i. At no time shall any policy be covered by self-insurance or in a self -insured format. All policies shall be covered by an approved commercial Insurance professional properly licensed to do business in Arkansas. ii. To the extent of the limits of Carl Holley's Commercial General Liability Insurance, Carl Holley shall indemnify and hold harmless City against any and all liability, claims, demands, damages, losses, and expenses, including attorneys' fees, in connection with or arising out of any damage or alleged damage to any of City's existing adjacent property, including personal property, that may arise from the performance of the Work, to the extent caused by the negligent or intentionally wrongful acts or omissions of Carl Holley, Subcontractor, Supplier, Sub subcontractor, or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. g. ADDITIONAL GENERAL LIABILITY COVERAGE: City shall require Carl Holley to purchase and maintain additional liability coverage. Carl Holley shall provide: i. Additional Insured. City shall be named as an additional insured on Carl Holley's Commercial General Liability (CGL) specified, for on -going operations and completed operations, excess/umbrella liability, commercial automobile liability, and any required pollution liability, but only with respect to liability for bodily injury, property damage, or personal and advertising injury to the extent caused by the negligent acts or omissions of Carl Holley, or those acting on Carl Holley's behalf, in the performance of Carl Holley's work for the City of Fayetteville at the Worksite. The insurance of the Carl Holley and its Subcontractors (both primary and excess) shall be primary to any insurance available to the Additional Insureds. Any insurance available to the Additional Insureds shall be excess and non-contributory. h. ROYALTIES, PATENTS, AND COPYRIGHTS: Carl Holley shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials, methods, or systems selected by Carl Holley and incorporated in the Work. Carl Holley shall defend, indemnify, and hold City harmless from all suits or claims for infringement of any patent rights or copyrights arising out of such selection. I. PROFESSIONAL LIABILITY INSURANCE: To the extent Carl Holley is required to procure design services, Carl Holley shall require its design professionals to obtain a commercial professional liability insurance for claims arising from the negligent performance of professional services under this Agreement, with a company reasonably satisfactory to City, including coverage for all professional liability caused by any consultants to Carl Holley's design professional, written for not less than one million US dollars ($1,000,000) per claim and in the aggregate. Carl Holley's design professional shall pay the deductible. The Professional Liability Insurance shall contain a retroactive date providing prior acts coverage sufficient to cover all Services performed by Carl Holley's design professional for this Project. Coverage shall be continued in effect for the entire warranty period. 22. Professional Responsibility: Carl Holley will exercise reasonable skill, care, and diligence in the performance of services and will carry out its responsibilities in accordance with customarily accepted professional practices. CITY OF FAYETTEVILLE will promptly report to Carl Holley any defects or suspected defects in services of which CITY OF FAYETTEVILLE becomes aware, so Carl Holley can take measures to minimize the consequences of such a defect. CITY OF FAYETTEVILLE retains all remedies to recover for its damages caused by any negligence of Carl Holley. CONTRACT: Bid 25-50, Construction —Waterline Replacement Page 13 of 19 City of Fayetteville, AR 23. Responsibility of the City of Fayetteville a. CITY OF FAYETTEVILLE shall, within a reasonable time, so as not to delay the services of Carl Holley: i. Provide full information as to the requirements for the Project. ii. Assist Carl Holley by placing at Carl Holley's disposal, all available information pertinent to the assignment including previous reports and any other data relative thereto. iii. Assist Carl Halley in obtaining access to property reasonably necessary for Carl Holley to perform its services. iv. Examine all studies, reports, sketches, cost opinions, proposals, and other documents presented by Carl Holley and render in writing decisions pertaining thereto. v. Review all documents and provide written comments to Carl Holley in a timely manner. vi. The Water and Sewer Operations Manager is the project representative with respect to the services to be performed under this Agreement. The Water and Sewer Operations Manager shall have complete authority to transmit instructions, receive information, interpret and define policies and decisions with respect to materials, equipment, elements and systems to be used in the Project, and other matters pertinent to the services covered by this Agreement. 24. Cost Opinions and Projections: Cost opinions and projections prepared by the Carl Holley relating to construction costs and schedules, operation and maintenance costs, equipment characteristics and performance, cost estimating, and operating results are based on Carl Holley's experience, qualifications, and judgment as a professional. 25. Period of Service: This Agreement will become effective upon the first written notice by CITY OF FAYETTEVILLE authorizing services hereunder. a. The provisions of this Agreement have been agreed to in anticipation of the orderly progress of the Project through completion of the services stated in the Agreement. Carl Holley shall proceed with providing the authorized services immediately upon receipt of written authorization from CITY OF FAYETTEVILLE. Said authorization shall include the scope of the services authorized and the time in which the services are to be completed. 26. Termination: a. This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party, provided that no termination may be effected unless the other party is given: i. Not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, ii. An opportunity for consultation with the terminating party prior to termination. b. This Agreement may be terminated in whole or in part in writing by CITY OF FAYETTEVILLE for its convenience, provided that Carl Holley is given: I. Not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, ii. An opportunity for consultation with the terminating party prior to termination. c. If termination for default is affected by CITY OF FAYETTEVILLE, an equitable adjustment in the price provided for in this Agreement shall be made, but CONTRACT: Bid 2S-SO, Construction — Waterline Replacement Page 14 of 19 City of Fayetteville, AR i. No amount shall be allowed for anticipated profit on unperformed services or other work, ii. Any payment due to Carl Holley at the time of termination may be adjusted to cover any additional costs to CITY OF FAYETTEVILLE because of Carl Holley's default. d. If termination for default is affected by Carl Holley, or if termination for convenience is affected by CITY OF FAYETTEVILLE, the equitable adjustment shall include a reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for payment to Carl Holley for services rendered and expenses Incurred prior to the termination, in addition to termination settlement costs reasonably incurred by Carl Holley relating to commitments which had become firm prior to the termination. e. Upon receipt of a termination action under Paragraphs above, Carl Holley shall: i. Promptly discontinue all affected work (unless the notice directs otherwise), ii. Deliver or otherwise make available to CITY OF FAYETTEVILLE all data, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Carl Holley in performing this Agreement, whether completed or in process. f. Upon termination under sections above CITY OF FAYETTEVILLE may take over the work and may award another party an agreement to complete the work under this Agreement. g. If, after termination for failure of Carl Holley to fulfill contractual obligations, it is determined that Carl Holley had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of CITY OF FAYETTEVILLE. In such event, adjustments of the agreement price shall be made as provided in this agreement. 27. Delays a. In the event the services of Carl Holley are suspended or delayed by CITY OF FAYETTEVILLE, or by other events beyond Carl Holley's reasonable control, Carl Holley shall be entitled to additional compensation and time for reasonable documented costs incurred by Carl Holley in temporarily closing down or delaying the Project. b. In the event the services are suspended or delayed by Carl Holley, CITY shall be entitled to compensation and time for reasonable costs incurred in temporarily closing down or delaying the Project. 28. Rights and Benefits: Carl Holley's services shall be performed solely for the benefit of CITY OF FAYETTEVILLE and not for the benefit of any other persons or entities. 29. Dispute Resolution a. Scope of Paragraph: The procedures of this Paragraph shall apply to any and all disputes between CITY OF FAYETTEVILLE and Carl Holley which arise from, or in any way are related to, this Agreement, including, but not limited to the interpretation of this Agreement, the enforcement of its terms, any acts, errors, or omissions of CITY OF FAYETTEVILLE or Carl Holley in the performance of this Agreement, and disputes concerning payment. b. Exhaustion of Remedies Required: No action may be filed unless the parties first negotiate. If timely Notice is given as described in this agreement, but an action is initiated prior to exhaustion of these procedures, such action shall be stayed, upon application by either party to a court of proper jurisdiction, until the procedures in this agreement have been complied with. c. Notice of Dispute CONTRACT: Bid 2S-SO, Construction —Waterline Replacement Page 15 of 19 City of Fayetteville, AR L For disputes arising prior to the making of final payment promptly after the occurrence of any incident, action, or failure to act upon which a claim is based, the party seeking relief shall serve the other party with a written Notice. ii. For disputes arising within one year after the making of final payment, CITY OF FAYETTEVILLE shall give Carl Holley written Notice at the address listed in this agreement within thirty (30) calendar days after occurrence of any incident, accident, or first observance of defect or damage. In both instances, the Notice shall specify the nature and amount of relief sought, the reason relief should be granted, and the appropriate portions of this Agreement that authorize the relief requested. in. Negotiation: Within seven (7) calendar days of receipt of the Notice, the Project Managers for CITY OF FAYETTEVILLE and Carl Holley shall confer in an effort to resolve the dispute. If the dispute cannot be resolved at that level, then, upon written request of either side, the matter shall be referred to the President of Carl Holley, and the Mayor of CITY OF FAYETTEVILLE or their designee. These officers shall meet at the Project Site or such other location as is agreed upon within 30 calendar days of the written request to resolve the dispute. 30. Sufficient Funds: The CITY represents to have sufficient funds or the means of obtaining funds to remit payment to Carl Holley for services rendered by Carl Holley. All parties agree if funding should become insufficient to complete the project, Carl Holley shall be notified in a timely manner. 31. Indemnification: The CITY requires Carl Holley to indemnify, defend and hold harmless the CITY OF FAYETTEVILLE for any loss caused by negligence and from and against any and all loss where loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the Carl Holley, or their employees, agents, Subcontractors, sub consultant and Suppliers of Carl Holley. 32. Publications: Recognizing the importance of professional services on the part of Carl Holley's employees and the importance of Carl Holley's public relations, Carl Holley may prepare publications, such as technical papers, articles for periodicals, promotional materials, and press releases, in electronic or other format, pertaining to Carl Holley's services for the Project. Such publications will be provided to CITY OF FAYETTEVILLE in draft form for CITY OF FAYETTEVILLE's advance review. CITY OF FAYETTEVILLE shall review such drafts promptly and provide CITY OF FAYETTEVILLE's comments to Carl Holley, CITY OF FAYETTEVILLE may require deletion of proprietary data or confidential information from such publications, but otherwise CITY OF FAYETTEVILLE will not unreasonably withhold approval. Approved materials may be used in a variety of situations and do not require additional review or approval for each use. The cost of Carl Holley's activities pertaining to any such publication shall be for Carl Holley's account. 33. Ownership of Documents a. All documents provided by CITY OF FAYETTEVILLE including original drawings, CAD drawings, estimates, field notes, and project data are and remain the property of CITY OF FAYETTEVILLE. Carl Holley may retain reproduced copies of drawings and copies of other documents. b. Engineering and architectural documents, computer models, drawings, specifications and other hard copy or electronic media prepared by Carl Holley as part of the Services shall become the property of CITY OF FAYETTEVILLE when Carl Holley has been compensated for all Services rendered, provided, however, Carl Holley shall have the unrestricted right to their use. Carl Holley shall, however, retain its rights in its standard drawings details, specifications, databases, computer software, and other proprietary property. Rights to intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of Carl Holley. CONTRACT: Bid 25-50, Construction — Waterline Replacement Page 16 of 19 City of Fayetteville, AR c. Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced. Carl Holley makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings/hard copies and the electronic files, the sealed drawings/hard copies will govern. 34. Additional Responsibilities of Carl Holley: a. Review, approval, or acceptance of design drawings, specifications, reports and other services furnished hereunder by CITY shall not in any way relieve Carl Holley of responsibility for the technical adequacy of the work. Review, approval or acceptance of, or payment for any of the services by CITY shall not be construed as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. b. Carl Holley shall be and shall remain liable, in accordance with applicable law, for all damages to CITY OF FAYETTEVILLE caused by Carl Holley's negligent performance, except beyond the Carl Holley's normal standard of care, of any of the services furnished under this Agreement, and except for errors, omissions or other deficiencies to the extent attributable to CITY OF FAYETTEVILLE or CITY OF FAYETTEVILLE- furnished data. c. Carl Holley's obligations under this clause are in addition to Carl Holley's other express or implied assurances under this Agreement or State law and in no way diminish any other rights that CITY OF FAYETTEVILLE may have against Carl Holley for faulty materials, equipment, or work. 35. Audit and Access to Records: a. Carl Holley shall maintain books, records, documents and other evidence directly pertinent to performance on work under this Agreement in accordance with generally accepted accounting principles and practices consistently applied in effect on the date of execution of this Agreement. b. Carl Holley shall also maintain the financial information and data used by Carl Holley in the preparation of support of the cost submission required for any negotiated agreement or change order and send to CITY OF FAYETTEVILLE a copy of the cost summary submitted. CITY OF FAYETTEVILLE, the State or any of their authorized representatives shall have access to all such books, records, documents and other evidence for the purpose of inspection, audit and copying during normal business hours. Carl Holley will provide proper facilities for such access and inspection. c. Records shall be maintained and made available during performance on assisted work under this Agreement and until three years from the date of final payment for the project. In addition, those records which relate to any controversy arising out of such performance, or to costs or items to which an audit exception has been taken, shall be maintained and made available until three years after the date of resolution of such appeal, litigation, claim or exception. d. This right of access clause (with respect to financial records) applies to: i. Negotiated prime agreements ii. Negotiated change orders or agreement amendments affecting the price of any formally advertised, competitively awarded, fixed price agreement iii. Agreements or purchase orders under any agreement other than a formally advertised, competitively awarded, fixed price agreement. However, this right of access does not apply to a prime agreement, lower tier sub agreement or purchase order awarded after effective price competition, except: CONTRACT: Bid 2S-SO, Construction —Waterline Replacement Page 17 of 19 City of Fayetteville, AR 1. With respect to record pertaining directly to sub agreement performance, excluding any financial records of Carl Holley; 2. If there is any indication that fraud, collusion, gross abuse or corrupt practices may be involved; 3. If the sub agreement is terminated for default or for convenience. 36. Covenant Against Contingent Fees: Carl Halley warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement of understanding for a commission, percentage, brokerage or continent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Carl Holley for the purpose of securing business. For breach or violation of this warranty, CITY OF FAYETTEVILLE shall have the right to annul this Agreement without liability or at its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 37. Gratuities: a. If CITY OF FAYETTEVILLE finds after a notice and hearing that Carl Holley or any of Carl Holley agents or representatives, offered or gave gratuities (in the form of entertainment, gifts or otherwise) to any official, employee or agent of CITY OF FAYETTEVILLE or related third party contractor associated with this project, in an attempt to secure an agreement or favorable treatment in awarding, amending or making any determinations related to the performance of this Agreement, CITY OF FAYETTEVILLE may, by written notice to Carl Holley terminate this Agreement. CITY OF FAYETTEVILLE may also pursue other rights and remedies that the law or this Agreement provides. However, the existence of the facts on which CITY OF FAYETTEVILLE bases such finding shall be in issue and may be reviewed in proceedings under the Remedies clause of this Agreement. b. The CITY may pursue the same remedies against Carl Holley as it could pursue in the event of a breach of the Agreement by Carl Holley. As a penalty, in addition to any other damages to which it may be entitled by law, CITY OF FAYETTEVILLE may pursue exemplary damages in an amount, as determined by CITY, which shall be not less than three nor more than ten times the costs Carl Holley incurs in providing any such gratuities to any such officer or employee. CONTINUES ON NEXT PAGE CONTRACT: Bid 2S-SD, Construction — Waterline Replacement Page 18 of 19 City of Fayetteville, AR IN WITNESS WHEREOF, CITY OF FAYETTEVILLE, ARKANSAS by and through its Mayor, and CARL HOLLEY PLUMBING, INC. by its authorized officer have made and executed this Agreement as of the day and year first above written. CITY OF FAYETTEVILLE, ARKANSAS By: Molly Rawn, Mayor h: •<(Y po ATTEST: gFAYETTEVILLE•M S' By: \/' /�� i��RKgNSP• Kara Paxton, City Clerk -Treasurer Date Signed: 12/02/2025 CONTRACT: Bid 2S-SO, Construction —Waterline Replacement Page 19 of 19 City of Fayetteville, AR CARL HOLLEY PLUMBING, INC. Zy:Z--� Z4�rll Roger olley, Vice Pres' ent Date Signed: