Contract - Thalle Constructioin Company - 3/23/2023 CITY OF ROUND ROCK AGREEMENT FOR
BRUSHY CREEK REGIONAL WASTEWATER SYSTEM
24-INCH WASTEWATER MAIN REPAIR PROJECT
WITH
THALLE CONSTRUCTION COMPANY
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for construction services (24-inch wastewater main located
at the southeast corner of the intersection of Greenlawn Boulevard and Gattis School Road A
("Project") (referred to herein as the "Agreement"), is made and entered into on this the 23
day of the month of , 2023 by and between the CITY OF ROUND ROCK, a
Texas home-rule municipality, whose offices are located at 221 East Main Street, Round Rock,
Texas 78664-5299 (referred to herein as"Owner"or"City"), and THALLE CONSTRUCTION
COMPANY, whose mailing address is 10110 East FM 917, Alvarado 76009 (referred to herein
as"Contractor").
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
ARTICLE 1: EXEMPTION TO COMPETITIVE BIDDING REQUIREMENTS
Section 252.022(a)(2) and Section 252.022(3) of the Texas Local Government Code
allows exemptions to competitive bidding requirements for 1): procurements that are necessary
to preserve the health and safety of residents of the City; and 2) procurements necessary because
of unforeseen damage to public machinery, equipment, or other property. The procurement set
forth herein is the result of unforeseen damage to an existing wastewater main located at the
southeast corner of the intersection of Greenlawn Boulevard and Gattis School Road. The City
has an obligation to protect the health safety and welfare of the residents by promptly completing
the Project.
ARTICLE 2: THE CONTRACT DOCUMENTS
The Contract Documents consist of the Agreement, Scope of Work (referred to herein as
"Work" and "Cost of Work" and attached as Exhibit "A") and the City's General Conditions
(referred to herein as "General Conditions" and attached as Exhibit `B" and any Modifications
issued after the execution of this Agreement. Said Exhibits "A" and Exhibit `B" shall be
incorporated herein by reference for all purposes. The Agreement and Exhibits shall form the
Contract, and said Exhibits are as fully a part of the Contract as if repeated herein. The Contract
_R-2023-CIS
represents the entire and integrated agreement between the parties hereto and supersedes any
prior negotiations, representations, or agreements, either written or oral.
ARTICLE 3: THE WORK OF THIS CONTRACT
Contractor shall fully execute the Work described in the Contract Documents, except to
the extent specifically indicated in the Contract Documents to be the responsibility of others.
ARTICLE 4: DATE OF COMMENCEMENT; COMPLETION.
4.1 Commencement. The date of the commencement of the Work shall be the effective date
of this Agreement. Effective date of the Agreement is defined as the date upon which the
binding signatures of both parties to this Agreement are affixed.
4.2 Completion. The Agreement shall terminate upon successful completion of the Work.
ARTICLE 5: CONTRACT SUM
Owner shall pay Contractor for the Work set forth herein in an amount not-to-exceed
One Hundred Fifteen Thousand Two Hundred Eighty-Seven and 51/100 Dollars
($115,287.51)to be paid as set forth in Exhibit"A."
Changes in the Work shall made pursuant to Article 10 of the attached Exhibit "B,"
General Conditions.
ARTICLE 6: PAYMENTS
6.1 Applications for Payment. Based upon Applications for payment submitted to Owner
by Contractor, Owner shall make progress payments on account of the Contract Sum to
Contractor as provided below.
6.1.1 The period covered by each Application for Payment shall be one calendar month
ending on the last day of the month.
6.1.2 Provided that an Application for Payment is received and accepted by Owner not
later than the tenth (10th) day of a month, Owner shall make payment to the Contractor
not later than the tenth (10th) day of the next month. If an Application for payment is
received by received by Owner after the application date fixed above, payment shall be
made by Owner not later than one month after the Owner receives and accepts the
Application for Payment.
6.1.3 Each Application for Payment shall be based on the most recent schedule of
values submitted by Contractor in accordance with the Contract Documents. The
schedule of values shall allocate the entire Contract Sum among the various portions of
2
the Work. The schedule of values shall be prepared in such form and supported by such
data to substantiate its accuracy as Owner may require. This Schedule, unless objected to
by the Owner, shall be used as a basis for reviewing Contractor's Applications for
Payment.
6.1.4 Applications for Payment shall warrant the percentage of completion of each
portion of the Work as of the end of the period covered by the Application for Payment.
6.1.5 Except with Owner's prior written approval, Contractor shall not make advance
payments to suppliers for materials or equipment which have not been delivered and
stored at the site.
6.2 Final Payment.
6.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall
be made by Owner to Contractor when Contractor has fully performed the Contract
except for Contractor's responsibility to correct Work, and to satisfy other requirements,
if any,which extend beyond final payment.
6.2.2 Owner's final payment to Contractor shall be made no later than thirty (30) days
after the Work is fully performed to the acceptance of the Owner. In no event shall final
payment be required to be made prior to thirty (30) days after all Work on the Contract
has been fully performed. Defects in the Work discovered prior to final payment shall be
treated as non-conforming Work and shall be corrected by Contractor prior to final
payment, and shall not be treated as warranty items.
ARTICLE 7: INSURANCE
7.1. Insurance Companies.
7.1.1 All insurance required by the Contract Documents shall be obtained from solvent
surety or insurance companies that are duly licensed by the State of Texas and authorized
to issue insurance policies for the limits and coverages required by the Contract
Documents.
7.2 Workers' Compensation Insurance Coverage.
7.2.1 Definitions:
.1 Certificate of coverage ("Certificate") - A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement showing statutory workers' compensation insurance coverage for the
person's or entity's employees providing services on the Project, for the duration
of the Project.
3
.2 Duration of the Project - includes the time from the beginning of the Work on
the Project until the Contractor's/ person's Work on the Project has been
completed and accepted by the Owner.
.3 Persons providing services on the Project ("subcontractor" herein) - includes
all persons or entities performing all or part of the services the Contractor has
undertaken to perform on the Project, regardless of whether that person contracted
directly with the Contractor and regardless of whether that person has employees.
This includes, by way of illustration and not of limitation, independent
contractors, Subcontractors, leasing companies, motor carriers, owner-operators,
employees of any such entity, or employees of any entity which furnishes persons
to provide services on the Project. "Services" include, without limitation,
providing, hauling, or delivering equipment or materials, or providing labor,
transportation, or other service related to a project. "Services" does not include
activities unrelated to the Project, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
7.2.2 Contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of
Contractor providing services on the Project, for the duration of the Project.
7.2.3 Owner will not execute the Contract prior to Contractor providing all required
certificates of coverage.
7.2.4 If the coverage period shown on Contractor's current certificate of coverage ends
during the duration of the Project, Contractor must, prior to the end of the coverage
period, file a new certificate of coverage with Owner showing that coverage has been
extended.
7.2.5 Owner shall obtain from each person providing services on the Project, and
provide to Owner:
.1 A certificate of coverage, prior to that person beginning Work on the Project,
so Owner will have on file certificates of coverage showing coverage for all
persons providing services on the Project; and
.2 No later than seven (7) days after receipt by Contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the Project.
7.2.6 Contractor shall retain all required certificates of coverage for the duration of the
Project and for one (1)year thereafter.
4
7.2.7 Contractor shall notify Owner in writing by certified mail or personal delivery
within ten (10) days after Contractor knew or should have known of any change that
materially affects the provision of coverage of any person providing services on the
Project.
7.2.8 Contractor shall post at its office or on each Project site a notice, in the text, form
and manner prescribed by the Texas Workers' Compensation Commission, informing all
persons providing services on the Project that they are required to be covered, and stating
how a person may verify coverage and report lack of coverage.
7.2.9 Contractor shall contractually require each person with whom it contracts to
provide services on a Project to:
.1 Provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the Project, for the duration of the Project.
.2 Provide to Contractor, prior to that person beginning Work on the Project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the Project, for the duration of the Project.
.3 Provide Contractor, prior to the end of the coverage period, a new certificate
of coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the Project.
.4 Obtain from each other person with whom it contracts, and provide to
Contractor:
a) a certificate of coverage, prior to the other person beginning Work on the
Project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the Project.
.5 Retain all required certificates of coverage on file for the duration of the
Project and for one(1)year thereafter.
.6 Notify Owner in writing by certified mail or personal delivery within ten (10)
days after the person knew or should have known of any change that materially
affects the provision of coverage of any person providing services on the Project.
5
.7 Contractually require each person with whom it contracts, to perform as
required by paragraphs 5.2.9.1 - 5.2.9.7, with the certificates of coverage to be
provided to the person for whom they are providing services.
7.2.10 By signing this Contract or providing or causing to be provided a certificate of
coverage, Contractor is representing to Owner that all employees of Contractor who will
provide services on the Project will be covered by workers' compensation coverage for
the duration of the Project, that the coverage will be based on proper reporting of
classification codes and payroll amounts, and that all coverage agreements will be filed
with the appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or misleading
information may subject Contractor to administrative penalties, criminal penalties, civil
penalties, or other civil actions.
7.2.11 Contractor's failure to comply with any of these provisions is a breach of Contract
by Contractor which entitles Owner to declare the Contract void if Contractor does not
remedy the breach within ten (10)days after receipt of notice of breach from Owner.
7.3 Contractor Insurance Requirements.
7.3.1 General Requirements:
.1 Contractor shall carry insurance in the types and amounts indicated below for
the duration of the Contract, which shall include items owned by Owner in the
care, custody and control of Contractor prior to and during construction and
warranty period.
.2 Contractor must complete and forward the required Certificates of Insurance
to Owner before the Contract is executed as verification of coverage required
below. Contractor shall not commence Work until the required insurance is
obtained and until such insurance has been reviewed by Owner. Approval of
insurance by Owner shall not relieve or decrease the liability of Contractor
hereunder and shall not be construed to be a limitation of liability on the part of
Contractor. Contractor must also complete and forward the required Certificates
of Insurance to Owner whenever a previously identified policy period has expired
as verification of continuing coverage.
.3 Contractor's insurance coverage is to be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be
written by companies with A.M. Best ratings of B+VII or better, except for
hazardous material insurance which shall be written by companies with A.M. Best
ratings of A-or better.
6
.4 All endorsements naming Owner as additional insured,waivers,and notices of
cancellation endorsements as well as the Certificate of Insurance shall indicate:
City of Round Rock, 221 E. Main St., Round Rock,Texas 78664.
.5 The "other" insurance clause shall not apply to Owner where Owner is an
additional insured shown on any policy. It is intended that policies required in the
Contract, covering both Owner and Contractor, shall be considered primary
coverage as applicable.
.6 If insurance policies are not written for amounts specified below, Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts
specified. If Excess Liability Insurance is provided, it shall follow the form of the
primary coverage.
.7 Owner shall be entitled, upon request and without expense, to receive certified
copies of policies and endorsements thereto and may make any reasonable
requests for deletion or revision or modification of policy terms, conditions,
limitations, or exclusions except where policy provisions are established by law or
regulations binding upon either of the parties hereto or the underwriter on any
such policies.
.8 Owner reserves the right to review the insurance requirements set forth during
the effective period of this Contract and to make reasonable adjustments to
insurance coverage, limits, and exclusions when deemed necessary and prudent
by Owner based upon changes in statutory law, court decisions, the claims history
of the industry or financial condition of the insurance company as well as
Contractor.
.9 Contractor shall not cause any insurance to be canceled nor permit any
insurance to lapse during the term of the Contract or as required in the Contract.
.10 Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions
shall be disclosed on the Certificate of Insurance.
.11 Contractor shall provide Owner thirty (30) days written notice of erosion of
the aggregate limits below occurrence limits for all applicable coverages indicted
within the Contract.
.12 If Owner-owned property is being transported or stored off-site by Contractor,
then the appropriate property policy will be endorsed for transit and storage in an
amount sufficient to protect Owner's property.
7
.13 The insurance coverages required under this contract are required minimums
and are not intended to limit the responsibility or liability of Contractor.
7.3.2 Business Automobile Liability Insurance.
.1 Contractor shall provide coverage for all owned, non-owned and hired
vehicles. The policy shall contain the following endorsements in favor of Owner:
a) Waiver of Subrogation endorsement TE 2046A;
b) 30-day Notice of Cancellation endorsement TE 0202A; and
c) Additional Insured endorsement TE 9901 B.
.2 Contractor shall provide coverage in the following types and amounts: A
minimum combined single limit of$500,000 per occurrence for bodily injury and
property damage. Alternate acceptable limits are $250,000 bodily injury per
person, $500,000 bodily injury per occurrence and at least $100,000 property
damage liability each accident.
7.3.3 Workers' Compensation and Employers' Liability Insurance.
.1 Contractor's coverage shall be consistent with statutory benefits outlined in
the Texas Workers' Compensation Act (Section 401). Contractor shall assure
compliance with this Statute by submitting two (2) copies of a standard certificate
of coverage (e.g. ACCORD form) to Owner's Representative for every person
providing services on the Project as acceptable proof of coverage. The required
Certificate of Insurance must be presented as evidence of coverage for Contractor.
Workers' Compensation Insurance coverage written by the Texas Workers
Compensation Fund is acceptable to Owner. Contractor's policy shall apply to
the State of Texas and include these endorsements in favor of Owner:
a) Waiver of Subrogation, form WC 420304; and
b) 30-day Notice of Cancellation, form WC 420601.
.2 The minimum policy limits for Employers' Liability Insurance coverage shall
be as follows: $100,000 bodily injury per accident, $500,000 bodily injury by
disease policy limit and$100,000 bodily injury by disease each employee.
7.3.4 Commercial General Liability Insurance.
.1 Contractor's policy shall contain the following provisions:
8
a) Blanket contractual liability coverage for liability assumed under the
Contract and all contracts relative to this Project.
b) Completed Operations/Products Liability for the duration of the warranty
period.
c) Explosion, Collapse and Underground (X, C &U)coverage.
d) Independent Contractors coverage.
e) Aggregate limits of insurance per project, endorsement CG 2503.
f) Owner listed as an additional insured, endorsement CG 2010.
g) Thirty (30)day notice of cancellation in favor of OWNER, endorsement
CG 0205.
h) Waiver of Transfer of Recovery Against Others in favor of OWNER,
endorsement CG 2404.
.2 Contractor's Policy shall provide coverages a) and b) with minimum limits as
follows: A combined bodily injury and property damage limit of$500,000 per
occurrence.
ARTICLE 8: TERMINATION AND SUSPENSION
8.1 Owner has the right to terminate this Agreement, in whole or in part, for convenience and
without cause, at any time upon thirty (30)days' written notice to Contractor.
8.2 In the event of any default Contractor, Owner has the right to terminate this Agreement
for cause, upon ten(10) days' written notice to Contractor.
8.3 Contractor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by Owner, or by mutual agreement to terminate
evidenced in writing by and between the parties.
8.4 In the event Owner terminates pursuant to 8.1 or 8.2 above, the following shall apply:
Upon Owner's delivery of the referenced notice to Contractor, Contractor shall discontinue all
Work in connection with the performance of this Agreement and shall proceed to cancel
promptly all Work insofar as such Work is chargeable to this Agreement. Within thirty (30)
days after such notice of termination, Contractor shall submit a statement showing in detail the
Work satisfactorily performed under this Agreement to the date of termination. Owner shall then
pay Contractor that portion of the charges, if undisputed. The parties agree that Contractor is not
9
entitled to compensation for Work it would have performed under the remaining term of the
Agreement except as provided herein.
ARTICLE 9: MISCELLANEOUS PROVISIONS
9.1 Where reference is made in this Agreement to a provision of any document, the reference
refers to that provision as amended or supplemented by other provisions of the Contract
Documents.
9.2 Owner's representative is: Michael Thane
Director of Utilities and Environmental Services
3400 Sunrise Road
Round Rock, Texas 76665
(512)218-3236
mthanea,,roundrocktexas. og_v
Contractor's representative: Robert Farrow
Thalle Construction Company
10110 East FM 917
Alvarado,Texas 76009
9.3 Neither Owner's representative nor Contractor's representative shall be changed without
ten (10)days' written notice to the other party.
9.4 Waiver of any breach of this Agreement shall not constitute waive of any subsequent
breach.
9.5 Although this Agreement, is drawn by Owner, both parties hereto expressly agree and
assert that, in the event of any dispute over its meaning or application, this Agreement shall be
interpreted reasonably and fairly, and neither more strongly for not against either party.
9.6 This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms and
conditions herein, exclusive venue for same shall lie in Coryell County, Texas. This Agreement
shall be governed by and in accordance with the laws and court decisions of the State of Texas.
9.7 Both parties hereby expressly agree that no claims or disputes between parties arising out
of or relating to this Agreement or a breach thereof shall be deducted by an arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
9.8 The parties, by execution of this Agreement, bind themselves, their heirs, successors,
assigns, and legal representatives for the full and faithful performance of the terms and
provisions hereof.
10
ARTICLE 10: NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of Owner's current revenues only. It is understood and
agreed that Owner shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of City does not appropriate funds sufficient to purchase the services
as determined by Owner's budget for the fiscal year in question. Owner may affect such
termination by giving Contractor a written notice of termination at the end of its then current
fiscal year.
ARTICLE 11: TAXES
Owner is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Owner's charge.
ARTICLE 12: RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made,then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
ARTICLE 13: INDEMNIFICATION
Contractor shall defend (at the option of Owner), indemnify, and hold Owner, its
successors, assigns, officers, employees and elected officials harmless from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any
and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of
the Contractor, or Contractor's agents, employees or subcontractors, in the performance of
Contractor's obligations under this Agreement, no matter how, or to whom, such loss may occur.
Nothing herein shall be deemed to limit the rights of Owner or Contractor (including, but not
limited to the right to seek contribution) against any third party who may be liable for an
indemnified claim.
ARTICLE 14: COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Contractor, its agents, employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott
11
Israel during the term of this contract. The signatory executing this Agreement on behalf of
Contractor verifies Contractor does not boycott Israel and will not boycott Israel during the term
of this Agreement.
C. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has
provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade association.
The signatory executing this Agreement on behalf of Contractor verifies Contractor does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association, and it will not discriminate during the term of this Agreement against a
firearm entity or firearm trade association.
D. In accordance with 2274, Texas Government Code, a governmental entity may
not enter a contract with a company with at least ten (10) full-time employees for a value of at
least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has
provision in the contract verifying that it: (1)does not boycott energy companies; and (2)will not
boycott energy companies during the term of this Agreement. The signatory executing this
Agreement on behalf of Contractor verifies Contractor does not boycott energy companies, and it
will not boycott energy companies during the term of this Agreement.
ARTICLE 15: ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
ARTICLE 16: NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
12
Notice to Contractor:
Thalle Construction Company
10110 East FM 917
Alvarado, Texas 76009
Notice to Owner:
Laurie Hadley, City Manager Stephanie L. Sandre,City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of Owner and Contractor.
ARTICLE 17: APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
ARTICLE 18: DISPUTE RESOLUTION
Owner and Contractor hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute.
ARTICLE 19: SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
ARTICLE 20: MISCELLANEOUS PROVISIONS
20.1 Standard of Care. Contractor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
13
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
20.2 Time is of the Essence. Contractor understands and agrees that time is of the essence
and that any failure of Contractor to fulfill obligations for each portion of this Agreement within
the agreed timeframes will constitute a material breach of this Agreement. Contractor shall be
fully responsible for its delays or for failures to use best efforts in accordance with the terms of
this Agreement. Where damage is caused to Owner due to Contractor's failure to perform in
these circumstances, Owner may pursue any remedy available without waiver of any of Owner's
additional legal rights or remedies.
20.3 Force Majeure. Neither Owner nor Contractor shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which they are not responsible or circumstances beyond their control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
20.4 Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
20.5 Execution. This Agreement is entered into as of the day and year first written above and
is executed in at least two (2) original copies, of which one is to be delivered to the Contractor
and the remainder to the Owner.
IN WITNESS WHEREOF, Owner and Contractor have executed this Agreement on the
dates indicated.
City of Round Roc ,Texas Thalle Construction Co.,Inc.
By: AMBy: C-Z
Printed Name: rPrinted Name: Stephen E. Kohler
Title. Title: President& COO
Date Signed: Date Signed: 03.02.2023
Attest:
By:
Meagan Spinl s, ity Clerk
For City,Approved as to Form:
By.
Stephanie L. San re, City Attorney
Exhibit "A"
ISSUING OFFICE
TH/1 LLE
CU•^ISIFUCTICIN -OMPANY
ATTN Brian Beach Robert Farrow
Plummer&Associates 10110 E. FM 917
Brushy Creek WWTP Alvarado,Texas 76009
0982 003 03
Project No. Thalle 20 349
Reference. Off Site Unflitration Investigation Date May 17, 2022
Description: Expose suspected inflittration location,investigation
and dewatering
CONTRACTOR'S PROPOSAL
DESCRIPTION AMOUNT
LABOR $59,444.59
MATERIALS $2.387.15
SUBCONTRACTOR OTHER $5.500.00
SUBTOTAL $67.331.74
MARGIN 25.00% $16.832.9
SUBTOTAL W/MARGIN $84,164.68
EQUIPMENT $30.457.86
$30,457.86
SUBTOTAL EQUIPMENT COSTS $30,457.86
0.00% $00
BONDS 0.68% $664.97
SUBTOTAL BONDS $664.97
UNIT PRICE WORK
UNIT UNIT PRICE QUANTITY
$0.0
SUBTOTAL UNIT PRICE WORK $0.00
Total Cost of Change $115,287.51
Calendar Days Time Extension Required
Contractor's Certification: certify this estimate is made in good faith, and the supporting documentation is accurate
and complete to the best of my knowledge and belief
5 . 21 . 22
Obert Farrow Date
Project Manager
Thalle 20 349 Off Site Unflitration Investigation 100A
Expose suspected inflittration location,investigation and dewatering Crew Labor Costs
Activity: Expose suspected inflittration location,investigation and dewatering
Resource ID Resource Description QTY. UoM Unit Cost Burden(55%) Taxable Tax Rate(8.25%) Extended Cost
FMNUTILITY Utility Foreman 64.00 MH $ 59.00 1.55 NO 0.00% $ 5,852.80
LAB1 Pipe Layer 269.50 MH $ 29.00 1.55 NO 0.00% $ 12,114.03
LAB3 Laborer(Skilled) 173.00 MH $ 27.00 1.55 NO 0.00% $ 7,240.05
LA84 Vac Truck Operator 4.00 MH $ 28.00 1.55 NO 0.00% $ 173.60
OE2 Operator-Class 2 Ldr/Dozer 86.50 MH $ 32.00 1.55 NO 0.00% $ 4,290.40
OE3 Operator-Class 3 Exc/FG Do 178.00 MH $ 32.00 1.55 NO 0.00% $ 8,828.80
Per Diam Expense 59 MD $ 80.00 1.00 NO 0.00% $ 4,720.00
Smalls Tools Modifier 0.25 $ 38,499.68 1 NO 0.00% $ 9,624.92
PM Project Manager 60.00 MH $ 110.00 1.55% NO 0.00% $ 6,600.00
Activity 0 Subtotal: $ 59,444.59
Thalle 20 349 Off Site Unflitration Investigation 200A
Off Site Unflitration Investigation EQUIPMENT COSTS
Activity: 200A
Resource ID Resource Description QTY. UoM Unit Cost Burden(50%) Taxable Tax Rate(8.25% Extended Cost
3-TSRENTAL Trench Box Rental 8.00 day $ 545.00 N/A YES 0.00% $ 4,719.70
8GEN5KW Light Tower 4.00 day $ 165.00 N/A YES 0.00% $ 660.00
8EX06S 323 Cat Excavator 86.00 HR $ 176.00 N/A YES 0.00% $ 15,136.00
8LDR05 Cat Loader 86.00 HR $ 89.00 N/A YES 0.00% $ 7,654.00
8PU01 Foreman Truck 86.00 HR $ 7.00 N/A YES 8.25% $ 602.00
8TRUCKW2 Vaccumm Truck 4.00 HR $ 145.00 N/A YES 8.25% $ 580.00
8PUMP03E 3"Electric Pump 224.00 HR $ 2.84 N/A YES 8.25% $ 636.16
United Rentals Hammer 1.00 WEEK $ 235.00 N/A YES 8.25% $ 235.00
United Rentals Hammer 1.00 WEEK $ 235.00 N/A YES 8.25% $ 235.00
Activity 200A Subtotal: $ 30,457.86
8
0
contro
Thalle 20 349 Off Site Unflitration Investigation
Expose suspected inflittration location,investigation and dewatering
Materials
Activity: Mechanical Fitment(Materials) 2008
Resource ID Resource Description QTY. UoM Unit Cost Taxable Tax Rate(8.25%) Extended Cost
NO 0.00% $ -
CTSA Utility Stone 48.00 Ton $ 26.50 NO 0.00% $ 1,272.00
Viking Fence 1-3/8"Saddle Clamp 20.00 EA $ 2.11 YES 8.25% $ 42.20
Viking Fence Sand bags for Temp Fence 20.00 EA $ 8.00 YES 8.25% $ 160.00
Viking Fence 6'Talle Temp Fence Panel 120.00 LF $ 1.20 YES 8.25% $ 144.00
Viking Fence Fuel Surcharge 1.00 EA $ 50.00 YES 8.25% $ 50.00
Viking Fence Environmental Fee 1.00 EA $ 2.11 YES 8.25% $ 2.11
Viking Fence 42"x 6'Water Barricade(white) 3.00 EA $ 25.00 YES 8.25% $ 75.00
Viking Fence 42"x 6'Water Barricade(orange) 3.00 EA $ 25.00 YES 8.25% $ 75.00
CMC Marking Paint 1.00 EA $ 9.63 YES 8.25% $ 9.63
CMC Round Point Shovel 4.00 EA $ 24.61 YES 8.25% $ 98.44
CMC 16"Drain Spade 3.00 EA $ 41.95 YES 8.25% $ 125.85
Barnsco 2"Tie Down Ratchets 4.00 EA $ 24.75 YES 8.25% $ 99.00
Barnsco Contractor Bags 1.00 EA $ 13.23 YES 8.25% $ 14.32
Barnsco Marking Paint 1.00 EA $ 4.54 YES 8.25% $ 4.91
Barnsco Utility Knife 1.00 EA $ 4.90 YES 8.25% $ 4.90
Longhorn Portables Portapotty 1.00 EA $ 125.00 YES 8.25% $ 135.31
Longhorn Portables Fuel Surcharge 1.00 EA $ 12.14 YES 8.25% $ 12.14
Ramtool Fiberglass Probe Rod 1.00 EA $ 62.34 YES 8.25% $ 62.34
NO 0.00% $ -
NO 0.00% $ -
Activity 2008 Subtotal: $ 2,387.15
0
contro
Thalle 20 349 Off Site Unflitration Investigation
Expose suspected inflittration location, investigation and dewatering
Activity: Subcontractor Other Expenses 300A
Resource ID Resource Description QTY. UoM Unit Cost Burden (50%) Extended Cost
JTC Trucking 323 In Out 2.00 EA $ 750.00 N/A $ 1,500.00
Loader In Out 2.00 EA $ 750.00 N/A $ 1,500.00
Trench Boxes In Out 2.00 EA $ 750.00 N/A $ 1,500.00
Compactor in out 2.00 EA $ 500.00 N/A $ 1,000.00
0.00 LS $ - N/A $ -
0.00 LS $ - N/A $
0.00 LS $ - N/A $
0.00 LS $ - N/A $
0.00 ea $ - N/A $
0.00 ea $ - N/A $
0.00 ea $ - N/A $
0.00 LS $ - N/A $
0.00 LS $ - NA $
$ - N/A $
SUBTOTAL SUBCONTRACTOR OTHER 300A SUBTOTAL $ 5,500.00
8
0
contro
F o O o o c o 0 0 o a o ��.,
O m O m O -
� > > >
0 0 o s
OO o m D a a o v a a a o o 0 0 0 0 0 o 0 0 0
mw o
x
c N H
`o E E A u u
w E w o `o
° `o u° a
o o N o m 0 0
x m x m x m
m o ,n m ry e m o
ry o
15
c � o
\ o 0 o 0 0 0 o c a o 0 0 0 0 0 0 0 0 ...
a a
o o
itio
0 0 0 0
ry m \
a v \
� N �
N N O
\0 0 0 0 0 0 lo
0 0
F N
a < \
v N v c o
3 o m ry o ry 3 \ �: oN. \0 0 0 0 0 0 0 0 0 0
a a
ry ry ry
a a
ry ` ry o ry o 0 0 0 .n o o .n o �n
0 0 0 0 0 0 0 0 0 \ o 0 0 0 0 0 0 0 0
m \
a e
� _ ry\ o 0 0 0 0 0 0 0
e a \
z z z
E E E
- a v
z > g z > r > > g z > >
w w w
a -
'm m m
a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a
z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z
0 0 0 Cl 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
o a gw fOu w Ou >g u q w gu zm Ou g O0wOO 0mOO Q Q O a
f w f 2 2 2
f � O wfp a l O � 2u
0z aO f
o oO0 1 < o O
2 u a o 0 .,
o w 'u o w w E wo ¢0 6 g0 O O m m O0m 0mam 0m m m m �.,
e 11
5 0 `oa 5 a o o S 5 a o
m J S J 5
a
o
wo G a d o g o Qd ou Q
Q z Z
oz u u mp a z zo o ma s
opo zzo
LL Q
o z o ,
e
Ea z a u o a w m g Q i U F o
p O O p ni O ❑ O i.j 0 ❑ O H O
z 7 �Q wp Y p w w Z Q wp w ❑ w Z Q wp ❑ w
z a m z o p J z a u w z ❑ < < ❑ 0 z a m w z o N p p
a w a z w > 5 a z 'n a 3 S2 Sm " a z > g 3
w o f g a a o 5 a a o c m
❑ V. g d 0 o a
O ti p l7 w D o Ow V' D ❑
s o a = J a o a o x J d o
E ^ o . . .. . . .. m oa
za0000gSoo � � � ooSS00000 � 000000S $ o �
E E E
• 3
r �
C'
iking Rentals
Austin Location: DFW Location: Houston Location: Toll Free(800)-252-8117 ID:QT2022-06394
MBE Certificates: Date: 4/20/2022
9602 Gray Blvd 11308 S.Pipeline Road 10814 E.Hardy Rd MBE#AU01362(SMSDC-Atx/SA) Expiration Date:5/20/2022
Austin,TX 78758 Euless,TX 76040 Houston,Tx 77093 MBE#HMMB37676NO919
www.rentviking.com www.rentviking.com www.rentviking.com (NCTRCA-Dallas/Ft Worth)
(Office) 512-837-6411 (office)469-221-0670 (Office) 281-990-3608 State HUB#1742043230800
i
I nalle Construction - CUSTOMER WILL PICK UP AND RETURN TO
10110 E FM 917 OUR YARD
Billing Address I Alvarado,TX 76009 Shipping/Location I Intersection Greenlawn Blvd&Gattis School Rd
Alvarado,TX 76009 Round rock,TX 78664
Oscar Moreno
Jesus Lumbreras
Point of Contact Phone:(214)477-0092 Sales Person (512)633-2678
Email:omoreno@thalle.com jesus@vikingfence.com
I
Description
TEMPORARY FENCE
ProductsQty LF Months Unit Price Term Rental
1 3/8 ps saddle clamp(Install Date TBD) 20 1 2.11 42.20 18.0%/7.60
2 PER PANEL
Sand Bags for Temp Fence(Install Date TBD) 20 8.00 160.00 18.0%/0.00
2 PER BASE
6'Tall Temporary Fence Panel(Install Date TBD) 10 120 1 1.20 144.00 18.0%/25.92
•Base For Temp Fence(Install Date TBD) 11 1 0.00 0.00 18.0%/0.00
Fuel Surcharge 1 50.00 50.00 18.0%/0.00
Environmental Fee 1 2.11 2.11 18.0%/0.00
SUBTOTAL
Note: Additional mobilizations/partial-pulls @,$325.00. Remove and relocate fence(may vary by circumstance)add$1.0011inear ft. Add$175.00 per hour
for waiting time or required safety classes/onentations. If job site install requires hand-carry,please add$0.65 per linear ft. Minimum project installation
charge @$500.00.
All Quotes are only valid for 7 days due to commodity price fluctuations out of our control. Prices are also subject to available inventory.
TRAFFIC CONTROL
Products Qty LF Unit Price One-rime
Water Barricades-42"Tall x 6'Length(Monthly 3 18 25 75.00
recurring Fee)-Orange
Water Barricades-42"Tall x 6'Length(Monthly 3 18 25 75.00
recurring Fee)-White
Install mobilization-per mobilization(One time fee) 0 0 0.00
CUSTOMER WILL PICK UP AND RETURN TO OUR YARD
Page 1
eking Rentals
ONETIME
RECURRING , ,,
SUBTOTAL , ,,
Summary
Subtotal 548.31
Tax 45.24
Bond
Total 593.55
Signature
Print Name&Date
Date
Page 2
VIKING FENCE CO., LTD
RENTAL TERMS AND CONDITIONS
1. DEFINITIONS
"Commencement Date"means the date of delivery of any material,equipment or devices by VIKING FENCE CO.,LTD to the JOB SITE.
"Job Site"means the particular Job Site or Job Sites where the Customer has advised VIKING FENCE CO.,LTD the Rental Fence System is to be delivered and installed.
"Rental Fence System"means any components supplied to the Customer by VIKING FENCE CO.,LTD including but not limited to chain link fabric,fence posts,fence panels,bases,
sandbags,gates,windscreen,fitting,gate hinges or any other material or equipment that VIKING FENCE Co.,LTD may rent to the Customer.
"Portable Sanitation Device"means any sanitation component supplied to the Customer by VIKING FENCE CO.LTD including but not limited to portable toilets,specialty toilets,ADA-
compliant restrooms,VIP Solar Restrooms,Comfort Stations,Hand Washing stations,sinks,holding tanks,sanitation accessories or any other material or equipment that VIKING FENCE
Co.LTD may rent to the Customer.
"Traffic Control Device"means any crowd or traffic control component supplied to the Customer by VIKING FENCE CO.LTD including but not limited to jersey barriers,water barricades,
crowd control barricades,traffic control signage,surveillance equipment/surveillance trailers,ROSS(Rapid Deployment Surveillance Systems),channelizing devices or any other
material or equipment that VIKING FENCE CO.LTD may rent to the Customer.
"Rental Product"means,but is not limited to,any Rental Fence System component Portable Sanitation Device or any Traffic Control Device supplied to the Customer by VIKING FENCE
CO.LTD.
"Customer"means any person,company,partnership or corporation that rents a Rental Fence System,Portable Sanitation Device or Traffic Control Device from VIKING FENCE CO.,LTD
and included,where appropriate,any person who is actually or apparently authorized by the Customer to act on its behalf.
"Agreement"means an agreement between VIKING FENCE CO.,LTD and a CUSTOMER for the rental of any device or equipment for the Job Site as a result of acceptance of a proposal.
"Order"means an Order placed by the Customer with VIKING FENCE CO.,LTD for the rental of a Fence System,Portable Sanitation Device and/or Traffic Control Device or any other
rental product
"Viking Fence"means VIKING FENCE Co.,LTD and includes,where appropriate,its employees and authorized agents.
2. RENTAL PRODUCTS
a. Unless otherwise agreed by the parties,Viking Fence does not warrant that any Rental Product is new or unused or will be unaffected by the conditions(including weather
and ground conditions)of the Job Site.
b. The Customer must use the Rental Product at all times in a safe and prudent workmanlike manner,in accordance to all applicable laws,by-laws,regulations and statutes.
C. No other advertising material,signs or other materials such as shade cloth,alterations or modifications are to be performed to the Rental Product without Viking Fence's
prior written consent
d. The Customer may not transfer,sell,mortgage or otherwise deal with the Rental Product or allow the Rental Product to be removed from the Job Site,by a third party.
e. The Customer must not alter,move,install or uninstall the Rental Product,without Viking Fence's prior written consent
E The Rental Fence System is a temporary fence solution and should not be relied upon to provide any of the structural characteristics of a permanent fence solution.PLEASE
BE AWARE THAT IF TEMPORARY PANELS BLOW OVER DUE TO EXTREME WEATHER,VIKING FENCE IS NOT RESPONSIBLE FOR THE COST TO REINSTALL.
g. All Rental Products remain the property of Viking Fence.
3. DELIVERY AND INSTALLATION
a. Upon receipt of an ORDER and/or a notice to proceed with installation,Viking Fence will deliver and/or install the Rental Product to a Job Site in accordance with the
terms of the Agreement.
b. Viking Fence will not be liable for a delay or failure to deliver and or install the Rental Product at the Job Site,if the delay arises as a result of a circumstance beyond
the
control of Viking Fence.Notwithstanding late delivery,the Customer must accept and pay for the Rental Product in accordance with the terms of the Agreement
C. The Customer hereby assumes full responsibility for the locating and staking the Rental Fence System line upon which the Rental Fence System materials are to be
installed.The Customer also agrees to defend and hold harmless and indemnify Viking Fence from and against all claims,liabilities,and expense for injury,death,or damage
to person or property,trespass,and all other damage or loss arising out of the installation or location of the Rental Fence System.
d. The Customer shall have a representative on site to direct the Rental Product installation location and confirm the quantity of materials delivered and/or installed.If a
Customer representative is not available verbal directions or a plan of the site with the Rental Product location shall be made available to Viking Fence.All underground
services within the line of proposed Rental Fence System shall be marked on site with marker paint and a plan provided to Viking Fence.If a Customer representative
cannot be present upon the completion of the Rental Product installation/delivery,the Customer agrees to accept the quantity and condition of the Rental Product
installed/delivered by VIKING FENCE.
e. Customer is responsible for obtaining all necessary permits unless noted in the Agreement
f. Viking Fence will not be responsible for damage to sod,landscaping,trees,shrubs,asphalt or concrete that is damaged during the Rental Product installation.
g. Customer is to provide all traffic control unless noted in the Agreement
4. TERM
The term of the Agreement will commence on the Commencement Date and terminate at the expiration of Agreement term. Customer agrees to notify Viking Fence to schedule
removal of any Rental Product before the expiration date. In the event that Viking Fence is not notified by Customer before the end of rental period,to remove any Rental Product,
the rental will automatically renew at Viking Fence's standard monthly rental rate,billed monthly in advance.
S. PRICING AND PAYMENT CONDITIONS
a. Customer will be charged and invoiced by Viking Fence from the Commencement Date.Viking Fence will not refund Agreement charges for early return of any Rental
Product
b. The Agreement includes one installation/delivery to the Job Site and one removal of the Rental Product from the Job Site. Rental Products are to be measured/counted
on completion and billed accordingly. Rental Fence and Portable Sanitation is taxable per Texas state law. Price may vary per rental period.Viking Fence offers monthly,
3,6,9,12 and other term rates. Portable Sanitation and Traffic Control Device pricing is based on a 28-day advance billing cycle.
C. Agreement charges for the Rental Fence System for the full term of the Agreement are due and payable immediately upon receipt of invoice unless noted in the
Agreement
d. Customer shall pay amounts due,without any offsets(including retainage),in full at the time of the rental unless Viking Fence approves Customer's executed credit
application. Customer must notify Viking Fence in writing of any disputed amounts,including credit card charges,within 1S days after the receipt of the invoice or
Customer shall be deemed to have irrevocably waived its right to dispute such amounts.At Viking Fence's discretion,any credit account with a delinquent balance may
be placed on a cash,hold or no-service basis,deposits may be required and the Rental Products may be picked up without notice. Customer agrees that a service charge
equal to the lesser of 1.S%per month or the maximum rate permitted by Texas state law shall be assessed on all delinquent accounts,until all balances are paid in full.
Customer agrees that if a credit card is presented to pay for charges or to guarantee payment Customer authorizes Viking Fence to charge their credit card all amounts
due per the Agreement and charges subsequently incurred by Customer,including but not limited to,loss of or damage to the Rental Products and extension of the
rental period.
e. Damage Waiver Rate. Damage waiver rate protects Customer against back-charges,as long as damage to installed temporary fence does not exceed 20%of the total
fence length. Standard rate allows Viking Fence to back-charge customer for any and all damage to temporary fence. Normal wear and tear does not apply.
E Automatic Renewal.Customer agrees to notify Viking Fence to schedule removal of Rental Products. In the event,that Viking Fence is not notified by Customer
before the end of rental period,the rental will automatically renew at Viking Fence's standard monthly or 28-day rental rate.
6. REMOVAL OF RENTAL PRODUCTS
Customer shall notify Viking Fence that a Rental Product is ready to be picked up. Customer is responsible for contacting Viking Fence to schedule pick up,otherwise Customer
will automatically be invoiced for additional rent at standard monthly rate.The Rental Product shall be returned to Viking Fence in the same condition it was received,less Ordinary
Wear and Tear. The Rental Period and this Agreement shall not terminate until Viking Fence has had an opportunity to confirm that the material is being returned in the condition
required herein. The Customer agrees to have a representative on site to confirm the quantity of materials removed and to confirm any and all damaged and/or lost material. If a
Customer representative cannot be present during the Rental Product removal,the Customer agrees to accept the quantity and condition of the Rental Product materials
documented and removed by Viking Fence. Viking Fence agrees to send confirmation of removed and damaged/lost material to Customer.
7. DAMAGED/LOST MATERIAL
Customer agrees to compensate Viking Fence for any damaged and/or last Rental Products.Damaged and/or lost Rental Products shall be billed at the following rates:
6'Chain Link Fence Fabric $3.09/ft 8'Chain Link Fence Fabric 54.09/ft
6'x12'Fence Panels $175.00/ea. 8'x12'Fence Panels $225.00/ea.
Fence Bases $48.00/ea. 8'Fence posts $28.95/ea.
10'Fence Posts $36.95/ea. Top Rail $3.50/ft
6'x24'Swing Gate $365/ea. 8'x24'Swing Gate $455/ea.
Standard Toilet $750/ea. Water Barricades $670/ea.
Holding Tank $550/ea. Water Barricade Fencing $90/ea.
Other items not listed above shall be invoiced at the current cost to replace that specific rental asset
RDSS(please inquire about replacement costs as prices vary by equipment-please note that this agreement requires the Customer to insure RDSS equipment against any and all
damage).
8. INDEMNITIES AND LIMITATION OF LIABILITY
Customer agrees to fully indemnify and defend Viking Fence(including its agents and employees)against all costs,claims,lawsuits,litigation fees,expenses,judgements,and arbitral
costs or awards arising from or related to any Rental.Product,the fence location and property lines,damage to any underground lines or pipes,and all property damage(collectively,
the"Indemnities"). Customer agrees that Viking Fence's liability to Customer,whether under contract,tort,or public law shall never exceed the total sums paid to Viking Fence
under this Agreement,and Customer waives all consequential,statutory additional,and indirect damage claims,and all claims for lost profits. Venue for any disputes between the
parties shall be exclusively in Travis County,Texas.
9. CUSTOMER DEFAULT
Customer shall be in default if Customer:(a)fails to pay sums when due,(b)breaches any provision of this Agreement,(c)becomes a debtor in a bankruptcy proceeding or goes into
receivership. Viking Fence shall have,in addition to all rights in remedies at law or in equity,the right to repossess the Rental Product without judicial process or prior notice.
For
purposes of Texas Property Code Liens,our Rental Products are deemed to be provided on a monthly basis,and because it is material and used in the improvement of real property,
Viking Fence may,during any month of the rental term,file a lien for all accrued but unpaid rent
10. SPECIFIC TERMS AND CONDITIONS RELATED TO SURVEILLANCE SYSTEMS:
The Paragraphs below detail some ofthe key terms and conditions related to Rapid Deployment Surveillance Systems(RDSS). For a complete list of all terms and
conditions related to the rental of these products please reference httns//www.vikingfence.com/about-us/rdss-terms-and-conditions/
Disclaimer of Warranty:
Disclaimer Of Warranty. The Equipment And Services Are Provided"As Is"Without Warranty,Either Express Or Implied,Including Without Limitation Any Warranties Of Accuracy,
Timeliness, Completeness,Merchantability,Non-Infringement,Fitness For A Particular Purpose(Even If That Purpose Is Known To Viking Fence and/or Wcctv),Or Arising From
Course Of Dealing,Usage Or Trade Practice.Viking Fence and it's partner,Wcctv,Disclaim Any And All Liability To Any Person Or Entity For The Proper Performance Of The
Equipment Or Service.Viking Fence Does Not Represent Or Warrant That The Services Are Complete Or Free From Error Or Will Be Available 24 Hours Per Day,Seven Days Per Week,
And Does Not Assume,And Expressly Disclaims,Any Liability To Any Person Or Entity For Any Loss,Injury,Or Damage Caused By Errors Or Omissions In The Equipment Or Services,
Whether Such Errors Or Omissions Result From Negligence,Accident,Or Other Cause. Viking Fence Makes No Representations Or Warranties About The Legality Or Propriety Of The
Use Of The Services In Any Geographic Area. In No Event Will Viking Fence Have Any Liability For Events Or Causes Beyond Its Reasonable Control,Including Without Limitation As
Set Forth In Condition 12. Viking Fence Does Not Give Any Warranty,Guaranty Or Other Undertaking That The Provision Of Any Service Or Equipment Under The Contract Will Avert,
Prevent Or Protect Against Occurrences Of Which The Equipment And/Or Services Are Intended To Record Or Give Warning. Furthermore,Viking Fence Disclaims All Liability For Any
Losses That Are Covered Under A Warranty For Equipment Provided By A Third Party.
IndemN6cation by Customer.
Customer agrees to indemnify,defend,and hold Viking Fence Co.and its affiliates harmless from and against all claims,losses,liabilities,damages,costs and expenses(including,
without limitation,reasonable attorneys'fees)arising from a claim,suit or proceeding brought against Viking Fence by a third party arising out of or related to(1)the removal,
handling,use,disposition,possession,transportation or conveyance of the Equipment and/or Services by you or your permitted users or(2)your misrepresentation or breach of this
Contract
Use of Rented Surveillance Equipment:
At all times when the Rented Equipment is in your possession you will:(a)insure the Rented Equipment for its full replacement value,naming us as an additional insured party,(b)
make no alteration to the Rented Equipment and not remove any existing components from the Rented Equipment;(c)keep us fully informed of all material matters relating to the
Rented Equipment;(d)keep the Rented Equipment or any part thereof at all times at the Delivery Address and not move to any other location or site,(e)ensure that at all times the
Rented Equipment remains identifiable as being our property and if requested ensure that a visible sign to that effect is attached to the Rented Equipment You agree that we are not
an
insurer and no insurance coverage is offered.At or directly after delivery,you shall furnish us with a certificate of insurance.You shall maintain such insurance in full force and
effect
at your sole expense during the Lease Period.
Data Plan:
For Rental Equipment, unless your Lease expressly includes the cost of the Data Plan,such cost will be separately invoiced as a Data Plan Fee for Rental Equipment at the same time
we invoice for the Lease during the Data Plan Period.For Purchased Equipment,we will invoice you for the Data Plan Fee at the time or times stated in the Proposal.If you exceed the
Data Plan usage allowance,you will be charged at$50.00 for every 5 GB over the allowance. If the Data Plan Fee is in arrears we may suspend provision of the Data without affecting
your obligation to pay the Data Plan Fee for the entire Data Plan Period.We may increase the Data Plan Fee by the percentage of increase imposed upon us by the network provider.
Any such increase will take effect 30 days after we notify you of the change.We will invoice you for the increase in the Data Plan Fee from the effective date of such increase to the
end
of the Data Plan Period.
12. FORCE MAJEURE
Viking Fence will not be liable to Customer for any failure or delay by us or for the consequences of any failure or delay in performance of the Contract if it is due to any event
beyond
our reasonable control including acts of God,war,labor strikes or industrial disputes,protests,fire,flood,storm,tempest,epidemic,explosion,an act of terrorism,acts of or authorized
by government,inability to obtain materials or components and national emergencies or any supervening illegality.
13. MERGER AND INTEGRATION OF DOCUMENTS
This Agreement supersedes all prior oral and written agreements between the parties,all of which are merged into this Agreement Modifications and amendments to this
agreement,including any exhibit or appendix,shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
f INVOICE
! CMC construction Services
1 No. 468484
J11811 East Freeway, Ste 660 Page 1
Houston, TX 77029
04/20/2022
1-877-785-4497
INVOICE RCVD
APR 22 20-22
EMAIL
Bill-to: 103228 Ship-to: 349
THALLE CONSTRUCTION CO. INC BRUSHY CREEK REGION
10110 E FM 917 PLANT EXP TO 30 MGD
ALVARADO TX 76009-5203 3939 E PALM VALLEY
ROUND ROCK TX 78665
REFERENCE# SHIPPED OSP TERMS ISP DOC# WH SHIP VIA
OSCAR 04/20/22 CDD Net 30 Days TR 665384 05 WC
ITEM DESCRIPTION SHIPPED UN PRICE UM EXTENSION
17000410 FL ORG CONST MARKING U/D PAI 1 FS 9.630 EA 9.63
1702 AERVOE 247
49150 SHOVEL LHRP 5400 WOOD HANDLE 4 ET 24.610 EA * 98.44
W/POWER COLLAR
49138 DRAIN SPADE 16 BLD 5500 RD 3 Ell 41.95C EA 125.85
WOOD HDL STEEL D GRIP
MERCHANDISE MISC TAX FREIGHT TOTAL DUE
Payment Options 233. 92 .00 18.51 .00 1 252.43
ACH Payllents Online Payllents: check Payments to:
Bank of America, N.A. New York htt s: www.cmcconstructionservices.com a ments CMC construction services
ABA# 111000012 art paying y t e tax amount, a sa es PO Box 844573
Account# 3756666300 tax exemption certificate must be included Dallas, TX 75284-4573
For credit to: CMC Construction Services with your remittance.
CMC Construction Services PICK TICKET PRINT
Louisiana /Oklahoma /Texas
1-877-785-4497
����rr nuuuuuuuuuuuuuuuuuuu
CMC Commerciall Metals
Nnmber 665384
Date 04/21/2022
Time 8:13 AM
Page 1
Ship-to. 349 Bill-to: 103228
BRUSHY CREEK REGIONAL WWTP E THALLE CONSTRUCTION CO.INC
PLANT EXP TO 30 MGD J# 20-349 10110 E FM 917
3939 E PALM VALLEY BLVD ALVARADO TX 76009-5203
ROUND ROCK TX 78665-9443
Reference# Ordered Requested Osp tsp Terms Whse I Freight Ship Via
OSCAR 04/20/2022 0412012022 COD TR Net 30 Days 05 PREPAID WC
Item Description Ordered Ship Back um Weight Loe
Ordered By OSCAR
17000410 FL ORG CONST MARKING UID PAINT I EA 1.5 ROW1R
170Z AERVOE 247
49150 SHOVEL LHRP S400 WOOD HANDLE 4 EA 17.6 BCLF
W/POWER COLLAR
49138 DRAIN SPADE 16" BLD S500 RD 3 EA 12.0 BCLF
WOOD HDL STEEL D GRIP
i
I
I
I
BACKUP RC D
FIELD
Total Weight: 31.1
SIGNATURE DATE
Do not write below this inei ling Last Page
SODOC 02-665384
1111111111111111 I IIIII Ill 111111111111111 I II II�I��II I I I ILII [ Ill
Barnsco(Hutto) Sales Invoice
50 Ironhorse Drive
B!AA`>R SCQ Hutto,Texas 78634 Invoice No 169694
T x A 5 Phone: (512)354-4970
http://texas.barnsco.com Account# 4713
Sales Order No. 870010
INVOICE RCVD Ship Point Barnsco(Hutto)
Terms Net 30 Days
Shipped 04/20/2022
APR 2 1 2022 Invoiced 04/20/2022
Due Date 05/20/2022
EMAIL
BILL TO
SHIP TO
THALLE CONSTRUCTION COMPANY 29- BRUSHY CREEK WASTEWATER
900 NC 86 NORTH 3939 EAST PALM VALLEY
HILSBOROUGH NC, 27278 ROUND ROCK,TX,78665
Page 1 of 1
Taken By Brad Wilcox Isale Type I CPU Pickup Isales Rep I Audrey McClana I Placed By OSCAR MORE Customer PO 1 20-549
Instructions I
Ln # Product and UPC Quantity Quantity Quantity Qty Unit Price Amount
Description Item# Ordered B.O. Shipped UM Price UM (Net)
1 TLS3052 06088197 4 0 4 ea 2475 ea 99 00 T
TIE DOWN W/RATCHET 2"X27'SK.60501
2"X 27'Flat Hook 1 OK Load Hugger Poly
Tiedown with Ratchet
2 POL2058 0764666t 1 0 1 BOX 13 23 BOX 13 23 T
CONTRACTOR BAGS,2 5 MIL,42 GAL 20/RL 100/PLT
These contractor bags are perfect for
construction and demolition waste
disposal.Made from super strong low
density material.
3 PNT4054 0043281( 1 0 1 ea 454 ea 4 54 NT
MARKING PAINT,PINK FLUORESCENT 12/CS
PRECISION LINE INVERTED MARKING
PAINT.A general purpose inverted
marking paint
4 TLS3752 0765139 1 0 1 ea 4.90 ea 4.90 T
UTILITY KNIFE 3 WAY(DW042)
Professional Utility Knife with Retractable
Blade
Total Weight: 261400 Total Amount $121.6
Sales Tax $9.611
Invoice Total $131,3
Remit To:PO BOX 541087
Dallas TX 75354-1087
www.bamsco.com (214)352-9091
Credit Card Payments subject to 2.5% surcharge;ACH payments -no surcharge
INVOICE Longhorn Portables, LLC
PO Box 1436
Pflugerville, TX 78691
Tel: (512)801-5292
Fax: (512) 252-9133
Invoice#: 15864
Invoice Date: May 01, 2022
Page#: 1
Thalle Construction Company PO Number:
10110 E FM 917
Alvarado, TX 76009
Quantity Description Rental Period Unit Price Days Rent Extension
(2)Thalle Construction Company
Gattis School Rd&Greenlawn Blvd
Round Rock,TX 78664
Construction Units
1 Once a Week Apr 20.2022-May 31,2022 125 00 1 > 173 39
Fuel Surcharge 12 14
Sales Tax 825 5 14 30
Invoice Total $199.83
Due Date: 05/20/2022
Current 30-60 60-90 90-120 120+ Project Balance Due
$199.83 $0.00 $000 $0 00 $0 Oli $199.83
TEAR OFF HEADER AND RETURN LOWER PORTION WITH YOUR PAYMENT
Thalle Construction Company
Customer#: 001355-000002
Invoice#: 15864
Invoice Date: May 01,2022
PO Number:
Invoice Total $ 199,83
Longhorn Portables, LLC PI FASF WRITE IN AMOUNT OF PAYMENT FN(I OSFD
PO Box 1436
Pflugerville, TX 78691
Credit Card #: / / / / / / / / / / / / / / / / / / Exp:
Signature:
OUnited Rentals- IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII RENTAL RETURN
BRANCH D77 INVOICE
10300 N INTERSTATE 35 FRONTAGE
ROAD # 205690231-001
AUSTIN TX 78753-3709
512-491-6100 tomer # 4779777
Invoice Date US/U2/22
�) BRUSHY CREEK PROJECT Rental Out 04/2//22 Ui:38 PM
♦0 Rental In US/U2/22 IU:J4 AM
'fl 3939 E PAL VALLEY BLVD UR Job Loe 3939 E PAL VALLEY BL
ROUND ROCK TX 78665 Cu Job# 22
Customer Job ID
P.O. # 20349
Requested By MIKE COOK
1"J Office: 919-245-1490 Cell: 919-741-7498 written By THOMAS RATHKE
Salesperson PRESTON ARMSTRONG
THALLE CONSTRUCTION-TX Invoice Amount: $508.78
900 NC 86 NORTH
Terms Due Upon Receipt
HILLSBOROUGH NC 27278-2540
Payment options: Contact our credit office 704-916-0858
REMIT TO: UNITED RENTALS(NORTH AMERICA),INC.
PO BOX 100711
ATLANTA GA 303840711
RENTAL ITEMS:
me ri 1- DescriEtion Minimum "t---- ��- - - AP-"-
1 11352564 BREAKER PAVEMENT AIR 90# 76.00 77.00 235.00 458.00 235.00
Make: TAMCO Model: TOKUPB-90-1-1/4
Serial: 2021J119
1 11352558 BREAKER PAVEMENT AIR 90# 76.00 77.00 235.00 458.00 235.00
Make: TAMCO Model: TOKUPB-90-1-1/4
Serial: 2021JO25
Rental Subtotal: 470.00
Agreement Subtotal: 470.00
Tax: 38.78
Total: 508.78
COMMENTS/NOTES:
CONTACT: GARY DOWDY
CELL#: 270-619-6787
Effective January 1, 2021 and where permitted by law, United Rentals may impose a surcharge of 1.8\ for credit card payments on
charge accounts. This surcharge is not greater than our merchant discount rate for credit card transactions and is subject to sales
tan in soiiitiiiiit jurisdictions.
NOTICE: This invoice is subject to the terms and conditions of the Rental and Service Agreement, which are available at
https://www.unitedrentals.com/legal/rental-service-terms-US and which are incorporated herein by reference. A COPY OF THE RENTAL
AND SERVICE AGREEMENT TERMS ARE AVAILABLE IN PAPER FORM UPON REQUEST.
Page, 1
Exhibit "B"
00700 GENERAL CONDITIONS
Exhibit "B"
City of Round Rock Contract Forms
General Conditions Section 00700
TABLE OF CONTENTS OF GENERAL CONDITIONS
Article Page
Number& Title Number
1. DEFINITIONS.................................................................................................................................................2
2. PRELIMINARY MATTERS.............................................................................................................................5
3. CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE.........................................................................7
4. AVAILABILITY OF LANDS, SUBSURFACE AND PHYSICAL
CONDITIONS; REFERENCE POINTS ..........................................................................................................8
5. BONDS AND INSURANCE............................................................................................................................10
6. CONTRACTOR'S RESPONSIBILITIES .........................................................................................................16
7. OTHER WORK...............................................................................................................................................24
8. OWNER'S RESPONSIBILITIES.....................................................................................................................25
9. ENGINEER/ARCHITECT'S STATUS DURING CONSTRUCTION................................................................26
10. CHANGES IN THE WORK.............................................................................................................................27
11. CHANGE OF CONTRACT AMOUNT.............................................................................................................28
12. CHANGE OF CONTRACT TIMES.................................................................................................................31
13. TESTS AND INSPECTIONS, AND CORRECTION
ORREMOVAL OF DEFECTIVE WORK........................................................................................................32
14. PAYMENTS TO CONTRACTOR AND COMPLETION..................................................................................35
15. SUSPENSION OF WORK AND TERMINATION ...........................................................................................39
16. DISPUTE RESOLUTION................................................................................................................................41
17 RIGHT TO AUDIT...........................................................................................................................................42
18. MISCELLANEOUS.........................................................................................................................................43
00700 04-2020 Page 1 General Conditions
00443641
Exhibit "B"
GENERAL CONDITIONS
ARTICLE 1 -DEFINITIONS
Whenever used in these General Conditions or in the other Contract Documents,the term printed with initial capital
letters or all capital letters, including the term's singular and plural forms, will have the meaning indicated in the
definitions below or as defined in these General Conditions or other Contract Documents:
1.1 Addenda -Written or graphic instruments issued prior to the receipt of Proposals or the opening of Bids
that clarify, correct or change the proposal or bidding requirements or the Contract Documents.
1.2 Agreement-Prescribed form, referenced as Section 00500.
1.3 Alternative Dispute Resolution-The process by which a disputed Claim may be settled if the OWNER and
the CONTRACTOR cannot reach an agreement between themselves, as an alternative to litigation.
1.4 Bid - Proposal of bidder on prescribed forms setting forth prices for performing the Work described in the
Contract Documents.
1.5 Bid Documents-The advertisement or invitation for bids, instructions to bidders,the bid form, the Contract
Documents and Addenda.
1.6 Calendar Day-Any day of the week; no days being excepted. Work on Saturdays, Sundays, and/or Legal
Holidays shall only be conducted with prior express written consent of the OWNER.
1.7 Change Directive-A written directive to the CONTRACTOR, signed by the OWNER, ordering a change in
the Work and stating a proposed basis for adjustment, if any, in the Contract Amount or Contract Time, or both. A
Change Directive may be used in the absence of total agreement on the terms of a Change Order. A Change
Directive does not change the Contract Amount or Contract Time, but is evidence that the parties expect that the
change directed or documented by a Change Directive will be incorporated in a subsequently issued Change Order.
1.8 Change Orders - Written agreements entered into between the CONTRACTOR and the OWNER
authorizing an addition, deletion, or revision to the Contract, issued on or after the Execution Date of the Agreement
and within the Contract term.
1.9 Claim - A written demand seeking, as a matter of right, adjustment or interpretation of Contract terms,
payment of money, extension of time or other relief with respect to the terms of the Contract.
1.10 Contract - The Contract represents the entire and integrated agreement between the OWNER and the
CONTRACTOR for performance of the Work, as evidenced by the Contract Documents.
1.11 Contract Amount-The amount payable by the OWNER to the CONTRACTOR for completion of the Work
in accordance with the Contract Documents.
1.12 Contract Documents — Includes the Invitation to Bid, Instructions to Bidders, Agreement, General
Conditions, Supplemental General Conditions, Special Conditions, Specifications, Project Manual, Drawings,
Addenda and Change Orders.
1.13 Contract Time-The number of days allowed for completion of the Work as defined by the Contract. When
any period is referred to in days, it will be computed to exclude the first and include the last day of such period. A
day of twenty-four(24) hours measured from midnight to the next midnight will constitute a day.
1.14 CONTRACTOR - The individual, firm, corporation, or other business entity with whom the OWNER has
entered into the Contract.
00700 04-2020 Page 2 General Conditions
Exhibit "B"
1.15 Drawings - Those portions of the Contract Documents which are graphic representations of the scope,
extent and character of the Work to be furnished and performed by the CONTRACTOR and which have been
approved by the OWNER. Drawings may include plans, elevations, sections, details, schedules and diagrams.
Shop Drawings are not Drawings as so defined.
1.16 Engineer/Architect (E/A) - The OWNER's design professional identified as such in the Agreement. The
titles of"Architect/Engineer,""Architect"and"Engineer" used in the Contract Documents shall be read the same as
Engineer/Architect (E/A). Nothing contained in the Contract Documents shall create any contractual or agency
relationship between E/A and the CONTRACTOR.
1.17 Equal-The terms"equal"or"approved equal"shall have the same meaning.
1.18 Execution Date-Date of last signature of the parties to the Agreement.
1.19 Field Order-A written order issued by Owner's Representative which orders minor changes in the Work
and which does not involve a change in the Contract Amount or the Contract Time.
1.20 Final Acceptance—The stage in the Contract process when, in the OWNER's opinion, Final Completion of
the Work has been attained and a Certificate of Acceptance approved by the OWNER is issued.
1.21 Final Completion -The stage in the progress of the Work when, in the OWNER's opinion, the entire Work
has been completed, the CONTRACTOR's obligations under the Contract Documents have been fulfilled, and the
OWNER is processing or has made final payment to the CONTRACTOR, as evidenced by a Certificate of
Acceptance approved by the OWNER.
1.22 Inspector-The authorized representative of any regulatory agency that has jurisdiction over any portion of
the Work.
1.23 Legal Holidays
1.23.1 The following are recognized by the OWNER:
Holiday Date Observed
New Year's Day January 1
Martin Luther King, Jr.'s Birthday Third Monday in January
President's Day Third Monday in February
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday in September
Veteran's Day November 11
Thanksgiving Day Fourth Thursday in November
Friday after Thanksgiving Friday after Thanksgiving
Christmas Eve December 24
Christmas Day December 25
00700 04-2020 Page 3 General Conditions
Exhibit "B"
1.23.2 If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on
Sunday, it will be observed on the following Monday.
1.23.3 If Christmas Eve falls on a Saturday or a Sunday, the preceding Friday is observed as the Christmas Eve
holiday.
1.23.4 If Christmas Day falls on a Saturday or a Sunday, the following Monday is observed as the Christmas Day
holiday.
1.24 Milestones-A significant event specified in the Contract Documents relating to an intermediate completion
date or time prior to Substantial Completion of all the Work.
1.25 Notice to Proceed - A Written Notice given by the OWNER to the CONTRACTOR notifying the
CONTRACTOR to commence the Work and which may also fix the date on which the Contract Times will commence
to run and on which the CONTRACTOR shall start to perform the CONTRACTOR's obligations under the Contract
Documents.
1.26 OWNER—The City of Round Rock, Texas, a municipal corporation, home-rule city and political subdivision
organized and existing under the laws of the State of Texas, acting through the City Manager or his/her designee,
officers, agents or employees to administer design and construction of the Project.
1.27 Owner's Representative-The designated representative of the OWNER.
1.28 Partial Occupancy or Use - Use by the OWNER of a partially completed part of the Work for the purpose
for which it is intended (or a related purpose) prior to Substantial Completion of all the Work.
1.29 Proiect - The total construction of which the Work to be provided under the Contract Documents may be
the whole, or a part, as indicated elsewhere in the Contract Documents.
1.30 Prosect Manual - That portion of the Contract Documents which may include the following: introductory
information; bidding requirements, Contract forms and General and Supplemental General Conditions; General
Requirements; Specifications; Drawings; Project Safety Manual; and Addenda.
1.31 Proposal—Proposal of Offeror, on prescribed forms setting forth prices for performing the Work described
in the Contract Documents.
1.32 Proposal Documents—The advertisement or invitation for Proposals, Instruction to Offerors, the Proposal
form, the Contract Documents and Addenda.
1.33 Resident Project Representative - The authorized representative of E/A who may be assigned to the site
or any part thereof.
1.34 Shop Drawings -All drawings, diagrams, illustrations, schedules and other data or information which are
specifically prepared or assembled by or for the CONTRACTOR and submitted by the CONTRACTOR as required
by the Contract Documents.
1.35 Specifications - Those portions of the Contract Documents consisting of written technical descriptions as
applied to the Work, which set forth to the CONTRACTOR, in detail, the requirements which must be met by all
materials, equipment, construction systems, standards, workmanship, equipment and services in order to render a
completed and useful project.
1.36 Substantial Completion - The stage in the progress of the Work when the Work, or designated portions
thereof, may still require minor modifications or adjustments but, in the OWNER's opinion,the Work has progressed
to the point such that all parts of the Work under consideration are fully operational and the beneficial use and
occupancy of which can be assumed by the Owner, as evidenced by a Certificate of Substantial Completion
approved by the OWNER.
00700 04-2020 Page 4 General Conditions
Exhibit T"
1.37 Subcontractor-An individual, firm, or corporation having a direct contract with the CONTRACTOR for the
performance of a part of the Work.
1.38 Sub-subcontractor-A person or entity who has a direct or indirect contract with a Subcontractor or a Sub-
subcontractor of any tier to perform a portion of the Work.
1.39 Superintendent - The representative of the CONTRACTOR authorized in writing to receive and fulfill
instructions from Owner's Representative, and who shall supervise and direct construction of the Work.
1.40 Supplemental General Conditions-The part of the Contract Documents which either amends or
supplements the General Conditions. All General Conditions which are not so amended or so supplemented shall
be considered as remaining in full force and effect.
1.41 Supplier-An individual or entity having a direct contract with the CONTRACTOR or with any Subcontractor
or Sub-subcontractor to furnish materials or equipment to be incorporated in the Work by the CONTRACTOR or
any Subcontractor.
1.42 Time Extension Request-An approved request for time extension on a form acceptable to the OWNER.
1.43 Work - The entire completed construction, or the various separately identifiable parts thereof, required to
be furnished under the Contract Documents.
1.44 Working Day - Any day of the week, not including Saturdays, Sundays, or Legal Holidays, in which
conditions not under the CONTRACTOR's control will permit work for at least seven(7)hours of the Working Times.
Upon authorization by the Owner's Representative, work on Saturdays, Sundays and/or Legal Holidays may be
allowed and, in that event, a Working Day will be counted for each such day.
1.45 Workinq Times — Times of day(s) during which work may be performed. Unless authorized by Owner's
Representative, all Work shall be performed between 7:00 a.m. and 6:00 p.m. on weekdays and, if previously
authorized as provided for in paragraph 1.44 or paragraph 1.6 herein, as applicable, between 9:00 a.m. and 6:00
p.m. on Saturdays, Sundays or Legal Holidays. When the CONTRACTOR has been authorized to perform Work
during hours outside Working Times, such hours shall be considered time worked on Working Day contracts.
Notwithstanding the preceding, emergency work may be done without prior permission only as provided in
paragraph 6.11.5 herein.
1.46 Written Notice-Written communication between the OWNER and the CONTRACTOR. Written Notice shall
be deemed to have been duly served if delivered in person to Owner's Representative or to the CONTRACTOR's
duly authorized representative, or if such Written Notice is delivered to or sent by registered or certified mail to the
attention of Owner's Representative or to the CONTRACTOR's duly authorized representative at the last business
address known to the party giving notice.
ARTICLE 2-PRELIMINARY MATTERS
2.1 Delivery of Agreement, Bonds, Insurance,and Other Documentation:
Within ten (10)Calendar Days after written notification of award of Contract, the CONTRACTOR shall deliver to the
OWNER signed Agreement, Bond(s), Insurance Certificate(s) and other documentation required for execution of
the Contract.
2.2 Copies of Documents:
The OWNER shall furnish to the CONTRACTOR two (2) copies of the Contract Documents unless otherwise
specified.
00700 04-2020 Page 5 General Conditions
Exhibit T"
2.3 Commencement of Contract Times; Notice to Proceed:
The Contract Time(s) commence on the date indicated in the Agreement or in the Notice to Proceed. Notice to
Proceed will be given at any time within sixty(60)Calendar Days after the Execution Date of the Agreement, unless
extended by written agreement of the parties.
2.4 Before Starting Construction:
2.4.1 No Work shall be done at the site prior to the preconstruction conference without the OWNER's approval.
Before undertaking each part of the Work, the CONTRACTOR shall carefully study and compare the Contract
Documents and check and verify pertinent figures shown thereon and all applicable field measurements. The
CONTRACTOR shall promptly report in writing to Owner's Representative any conflict, error, ambiguity or
discrepancy which the CONTRACTOR may discover and shall obtain a written interpretation or clarification from
Owner's Representative before proceeding with any Work affected thereby. The CONTRACTOR shall be liable to
the OWNER for failure to report any conflict, error, ambiguity or discrepancy in the Contract Documents of which
the CONTRACTOR knew or reasonably should have known.
2.4.2 The CONTRACTOR shall submit the following to Owner's Representative for review and approval no later
than the preconstruction conference:
.1 a preliminary progress schedule indicating the times (number of days or dates) for starting and
completing the various stages of the Work, including any Milestones specified in the Contract
Documents, identifying when all Subcontractors will be utilized, and taking into consideration any
limitations on Working Hours;
.2 a preliminary schedule of Shop Drawing and sample submittals;
.3 a preliminary schedule of values for all of the Work, subdivided into component parts in sufficient detail
to serve as the basis for progress payments during construction. Such prices will include an appropriate
amount of overhead and profit applicable to each item of Work. The preliminary schedule of values
submitted by the CONTRACTOR should include a reasonable estimation of value of each item included
and shall not contain disproportionate values assigned to any item or items;
.4 a letter designating CONTRACTOR's Superintendent;
.5 a letter from the CONTRACTOR and Subcontractor(s) listing any salaried specialists,-
.6
pecialists;.6 if applicable, a letter designating the "Competent Person(s)" on general safety and trench safety
measures;
.7 if applicable, a trench safety system plan;
.8 if applicable, a plan illustrating proposed locations of temporary facilities;
.9 if applicable, a traffic control plan;
.10 a completed Non-Use of Asbestos Affidavit(Prior to Construction); and
.11 if applicable, a letter designating the Texas Registered Professional Land Surveyor for layout of the
Work.
2.5 Preconstruction Conference:
Prior to commencement of Work at the site,a preconstruction conference attended by the CONTRACTOR, Owner's
Representative and others will be held.
00700 04-2020 Page 6 General Conditions
Exhibit "B"
2.6 Initially Acceptable Schedules:
Unless otherwise provided in the Contract Documents, the CONTRACTOR shall obtain approval of Owner's
Representative on final versions of the schedules submitted in accordance with paragraph 2.4.2 before the first
progress payment will be made to the CONTRACTOR. The progress schedule must provide for an orderly
progression of the Work to completion within any specified Milestones and Contract Times. Acceptance of the
schedule by Owner's Representative will neither impose on Owner's Representative responsibility for the
sequencing, scheduling or progress of the Work nor interfere with or relieve the CONTRACTOR from the
CONTRACTOR's full responsibility therefor. The CONTRACTOR's schedule of Shop Drawings and sample
submissions must provide an arrangement agreeable to the parties for reviewing and processing the required
submittals.
2.7 Electronic Transmittals:
2.7.1 Except as otherwise stated elsewhere in the Contract Documents, the OWNER, E/A, and CONTRACTOR
may transmit, and shall except, Project-related correspondence,texts,data, documents, drawings, information, and
graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format,either
directly, or through access to a secure Project website.
2.7.2 When transmitting items in electronic media or digital format, the transmitting party makes no
representations as to long term compatibility, usability, or readability of the items resulting from the recipient's use
of software application packages, operating systems,or computer hardware differing from those used in the drafting
or transmittal of the items.
ARTICLE 3-CONTRACT DOCUMENTS: INTENT,AMENDING, REUSE
3.1 Intent:
3.1.1 The intent of the Contract Documents is to include all information necessary for the proper execution and
completion of the Work by the CONTRACTOR. The Contract Documents are complementary, and what is required
by one shall be as binding as if required by all. In cases of disagreement, the following order of precedence shall
govern (top item receiving priority of interpretation):
Change Orders
Modifications to the Contract Documents made after the Execution Date
Signed Agreement
Addenda to the Contract Documents
Special Conditions
Supplemental General Conditions
General Conditions
Other Bidding Requirements and Contract Forms
Special Provisions to the Standard Technical Specifications
Special Specifications
Standard Technical Specifications
Drawings(figured dimensions shall govern over scaled dimensions)
Project Safety manual, if applicable
3.1.2 Unless otherwise stated in the Contract Documents,words which have well-known technical or construction
industry meanings are used in the Contract Documents in accordance with such recognized meanings.
3.2 Reporting and Resolving Discrepancies:
Prior to commencing the Work, the CONTRACTOR shall review the Contract Documents for the purpose of
discovering any conflict, error, ambiguity or discrepancy in the Contract Documents. If, at any time, the
CONTRACTOR discovers any conflict, error, ambiguity or discrepancy within the Contract Documents or between
the Contract Documents and any provisions of any such law or regulation applicable to the performance of the Work
00700 04-2020 Page 7 General Conditions
Exhibit "B"
or of any such standard, specification, manual or code or instructions of any Supplier, the CONTRACTOR shall
immediately report it to Owner's Representative in writing, and the CONTRACTOR shall not proceed with the Work
affected thereby until an amendment or supplement to the Contract Documents has been issued by one of the
methods indicated in paragraph 3.3.1 or paragraph 3.3.2. The CONTRACTOR shall be liable to the OWNER for
failure to report any such conflict, error, ambiguity or discrepancy of which the CONTRACTOR knew or reasonably
should have known.
3.3 Amending and Supplementing Contract Documents:
3.3.1 The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or
to modify the terms and conditions thereof in one or more of the following ways:
.1 Change Order.
.2 Change Directive.
3.3.2 In addition, the requirements of the Contract Documents may be supplemented, and minor variations and
deviations in the Work may be authorized, in one or more of the following ways:
.1 Field Order.
.2 Review of a Shop Drawing or sample.
.3 Written interpretation or clarification.
3.4 Reuse of Documents Prohibited:
The CONTRACTOR and any Subcontractor or Supplier or other person or organization performing or furnishing
any of the Work under a direct or indirect contract with the OWNER: (i) shall not have or acquire any title to or
ownership rights in any of the Drawings, Specifications or other documents (or copies of any thereof) prepared by
or bearing the seal of E/A or E/A's consultants, and (ii) shall not reuse any of such Drawings, Specifications, other
documents or copies on extensions of the Project or any other project without written consent of the OWNER and
E/A.
ARTICLE 4-AVAILABILITY OF LANDS: SUBSURFACE AND PHYSICAL CONDITIONS: REFERENCE POINTS
4.1 Availability of Lands:
The OWNER shall furnish, as indicated in the Contract Documents, all required rights to use the lands upon which
the Work is to be performed, rights-of-way and easements for access thereto, and such other lands which are
designated for the use of the CONTRACTOR. The OWNER shall identify any encumbrances or restrictions not of
general application but specifically related to use of lands so furnished with which the CONTRACTOR will have to
comply in performing the Work. Easements for permanent structures or permanent changes in existing facilities will
be obtained and paid for by the OWNER, unless otherwise provided in the Contract Documents. If the OWNER
fails to furnish these lands, rights-of-way or easements in a timely manner, the CONTRACTOR may make a Claim
for adjustments in the Contract Times. The CONTRACTOR shall provide for all additional lands and access thereto
that may be required for temporary construction facilities or storage of materials and equipment.
4.2 Subsurface and Physical Conditions:
4.2.1 The CONTRACTOR hereby covenants that it has examined the site of the proposed Work and is familiar
with all of the conditions surrounding construction of the Project, having conducted all inquiries, tests and
investigations deemed necessary and proper. Unless the CONTRACTOR, prior to the execution of the Agreement,
has notified the OWNER in writing of any condition of the site of the proposed Work that would adversely impact
00700 04-2020 Page 8 General Conditions
Exhibit "B"
the performance of the Work by the CONTRACTOR, CONTRACTOR covenants that there are no conditions at the
site of the proposed work which would adversely impact the performance of Work by the CONTRACTOR.
4.2.2 If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical
conditions that differ materially from those indicated in the Contract Documents or(2) unknown physical conditions
of an unusual nature, that differ materially from those normally encountered in the type of work being performed
under this Contract, then notice by the observing party shall be given to the other party promptly before conditions
are disturbed and in no event later than seven (7) calendar days after first observance of the conditions. Owner's
Representative will promptly investigate such conditions with E/A and, if they differ materially and cause an increase
or decrease in the CONTRACTOR's cost of, or time required for, performance of any part of the Work, OWNER will
consider an equitable adjustment in the Contract Amount or Contract Time, or both. If Owner's Representative
determines that the conditions at the site are not materially different from those indicated in the Contract Documents
and that no change in the terms of the Contract is justified, the CONTRACTOR shall be notified in writing, stating
the reasons. Any disputes arising from Owner's Representative's determination shall be resolved in accordance
with Article 16.
4.2.3 Notwithstanding any other provision of this Contract,the CONTRACTOR shall be solely responsible for the
location and protection of any and all public lines and utility customer service lines in the Work area. For the
purposes of this section, "public lines"means the utility distribution and supply system within public rights-of-way or
easements, and "utility customer service lines" (service) means any utility line connecting a utility customer to the
utility distribution system. Generally, existing service connections within right-of-way or easements are not shown
on the Drawings. The CONTRACTOR shall notify the OWNER and "One Call"and exercise due care to locate and
to mark, uncover or otherwise protect all such lines in the construction zone and any of the CONTRACTOR's work
or storage areas. The CONTRACTOR's obligation hereunder shall be primary and nondelegable. The
CONTRACTOR shall indemnify or reimburse the OWNER for such expenses or costs (including fines that may be
levied against the OWNER) that may result from unauthorized or accidental damage to all public lines and utility
customer service lines in the Work area. The OWNER reserves the right to repair such damage the CONTRACTOR
may cause, at the CONTRACTOR's expense.
4.2.4 The CONTRACTOR shall take reasonable precaution to avoid disturbing primitive records and antiquities
of archaeological, paleontological or historical significance. No objects of this nature shall be disturbed without
written permission of the OWNER and the Texas Department of Antiquities Protection. When such objects are
uncovered unexpectedly, the CONTRACTOR shall stop all Work in close proximity and notify Owner's
Representative and the Texas Department of Antiquities Protection of their presence and shall not disturb them
until written permission and permit to do so is granted.All primitive rights and antiquities uncovered on the OWNER's
property shall remain property of the State of Texas, the Texas Department of Antiquities Protection conforming to
the Texas Natural Resources Code. If it is determined by the OWNER, in consultation with the Texas Department
of Antiquities Protection,that exploration or excavation of primitive records or antiquities on Project site is necessary
to avoid loss, the CONTRACTOR shall cooperate in salvage work attendant to preservation. If the Work stoppage
or salvage work causes an increase in the CONTRACTOR's cost of, or time required for, performance of the Work,
the Contract Amount and/or Contract Time may be equitably adjusted.
4.3 Reference Points:
Unless otherwise specified, the OWNER will furnish all reference points, benchmarks, survey monuments, and
control points which, in the OWNER's opinion,are suitable for laying out the Work. Such benchmarks and reference
points will be placed at intervals not to exceed 1,500 feet.
All reference points, benchmarks, survey monuments and control points shall be carefully preserved by the
CONTRACTOR by use of flags, laths or other appropriate measures and, in case of destruction or removal by the
CONTRACTOR or its employees, such reference points, benchmarks, survey monuments, and control points shall
be replaced by a Registered Professional Land Surveyor at the CONTRACTOR's expense. When reference points,
benchmarks, survey monuments, or control points are in conflict with the Work, then reestablishment will be the
OWNER's responsibility during or upon completion of the Work.
4.4 Hazardous Materials:
00700 04-2020 Page 9 General Conditions
Exhibit "B"
4.4.1 The OWNER shall be responsible for any hazardous material uncovered or revealed at the site which was
not shown, indicated or identified in the Contract Documents to be within the scope of the Work and which may
present a substantial danger to persons or property exposed thereto in connection with the Work at the site. The
CONTRACTOR shall immediately notify Owner's Representative of any suspected hazardous materials
encountered before or during performance of the Work and shall take all necessary precautions to avoid further
disturbance of the materials.
4.4.2 The CONTRACTOR shall be responsible for any hazardous materials brought to the site by the
CONTRACTOR. Subcontractor. Suppliers or anyone else for whom the CONTRACTOR is responsible.
4.4.3 No asbestos-containing materials shall be incorporated into the Work or brought on the Project site without
prior approval of the OWNER.
4.4.4 TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS, CONTRACTOR SHALL
INDEMNIFY AND HOLD HARMLESS OWNER, AND ITS COUNCIL MEMBERS, EMPLOYEES, AGENTS, AND
CONSULTANTS FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, AND DAMAGES (INCLUDING BUT
NOT LIMITED TO ALL FEES AND CHARGES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER
PROFESSIONALS AND ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS) ARISING
OUT OF OR RELATING TO FAILURE TO CONTROL, CONTAIN OR REMOVE A HAZARDOUS MATERIAL
BROUGHT TO THE SITE BY CONTRACTOR OR BY ANYONE FOR WHOM CONTRACTOR IS RESPONSIBLE,
OR TO A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY CONTRACTOR OR BY ANYONE FOR
WHOM CONTRACTOR IS RESPONSIBLE.
ARTICLE 5- BONDS AND INSURANCE
5.1 Surety and Insurance Companies:
All bonds and insurance required by the Contract Documents shall be obtained from solvent surety or insurance
companies that are duly licensed by the State of Texas and authorized to issue bonds or insurance policies for the
limits and coverages required by the Contract Documents. The bonds shall be in a form acceptable to the OWNER
and shall be issued by a surety which complies with the requirements of Chapter 3503. Texas Insurance Code
(2005) and which is otherwise acceptable to the OWNER.
OWNER may require the surety to obtain reinsurance for any portion of the risk that exceeds 10% of the surety's
capital and surplus. For bonds exceeding $100,000, the surety must also hold a certificate of authority from the
U.S. Secretary of the Treasury or have obtained reinsurance from a reinsurer that is authorized as a reinsurer in
Texas and holds a certificate of authority from the U.S. Secretary of the Treasury.
5.2 Workers'Compensation Insurance Coverage:
5.2.1 Definitions:
.1 Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to
self-insure issued by the commission, or a coverage agreement showing statutory workers'
compensation insurance coverage for the person's or entity's employees providing services on the
Project, for the duration of the Project.
.2 Duration of the Project - includes the time from the beginning of the Work on the Project until the
CONTRACTOR's/person's Work on the Project has been completed and accepted by the OWNER.
.3 Persons providing services on the Project ("subcontractor" herein) - includes all persons or entities
performing all or part of the services the CONTRACTOR has undertaken to perform on the Project,
regardless of whether that person contracted directly with the CONTRACTOR and regardless of
whether that person has employees. This includes, by way of illustration and not of limitation,
00700 04-2020 Page 10 General Conditions
Exhibit "B"
independent contractors, Subcontractors, leasing companies, motor carriers, owner-operators,
employees of any such entity, or employees of any entity which furnishes persons to provide services
on the Project. "Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project. "Services" does not
include activities unrelated to the Project, such as food/beverage vendors, office supply deliveries, and
delivery of portable toilets.
5.2.2 The CONTRACTOR shall provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the CONTRACTOR providing services on the Project, for the duration of
the Project.
5.2.3 The OWNER will not execute the Contract prior to the CONTRACTOR providing all required certificates of
coverage.
5.2.4 If the coverage period shown on the CONTRACTOR's current certificate of coverage ends during the
duration of the Project, the CONTRACTOR must, prior to the end of the coverage period, file a new certificate of
coverage with the OWNER showing that coverage has been extended.
5.2.5 The CONTRACTOR shall obtain from each person providing services on the Project, and provide to the
OWNER:
.1 a certificate of coverage, prior to that person beginning Work on the Project, so the OWNER will have
on file certificates of coverage showing coverage for all persons providing services on the Project; and
.2 no later than seven (7)days after receipt by the CONTRACTOR, a new certificate of coverage showing
extension of coverage, if the coverage period shown on the current certificate of coverage ends during
the duration of the Project.
5.2.6 The CONTRACTOR shall retain all required certificates of coverage for the duration of the Project and for
one (1) year thereafter.
5.2.7 The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery within ten (10)
days after the CONTRACTOR knew or should have known of any change that materially affects the provision of
coverage of any person providing services on the Project.
5.2.8 The CONTRACTOR shall post at its office or on each Project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the
Project that they are required to be covered, and stating how a person may verify coverage and report lack of
coverage.
5.2.9 The CONTRACTOR shall contractually require each person with whom it contracts to provide services on
a Project to:
.1 provide coverage, based on proper reporting of classification codes and payroll amounts and filing of
any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section
401.011(44)for all of its employees providing services on the Project, for the duration of the Project;
.2 provide to the CONTRACTOR, prior to that person beginning Work on the Project, a certificate of
coverage showing that coverage is being provided for all employees of the person providing services
on the Project, for the duration of the Project;
.3 provide the CONTRACTOR, prior to the end of the coverage period, a new certificate of coverage
showing extension of coverage, if the coverage period shown on the current certificate of coverage
ends during the duration of the Project;
00700 04-2020 Page 11 General Conditions
Exhibit T"
.4 obtain from each other person with whom it contracts, and provide to the CONTRACTOR:
a) a certificate of coverage, prior to the other person beginning Work on the Project; and
b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage
period, if the coverage period shown on the current certificate of coverage ends during the duration
of the Project;
.5 retain all required certificates of coverage on file for the duration of the Project and for one (1) year
thereafter;
.6 notify the OWNER in writing by certified mail or personal delivery within ten (10) days after the person
knew or should have known of any change that materially affects the provision of coverage of any
person providing services on the Project; and
.7 contractually require each person with whom it contracts,to perform as required by paragraphs 5.2.9.1
-5.2.9.7, with the certificates of coverage to be provided to the person for whom they are providing
services.
5.2.10 By signing this Contract or providing or causing to be provided a certificate of coverage, the
CONTRACTOR is representing to the OWNER that all employees of the CONTRACTOR who will provide services
on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage
will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will
be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of
Self-Insurance Regulation. Providing false or misleading information may subject the CONTRACTOR to
administrative penalties, criminal penalties, civil penalties, or other civil actions.
5.2.11 The CONTRACTOR's failure to comply with any of these provisions is a breach of Contract by the
CONTRACTOR which entitles the OWNER to declare the Contract void if the CONTRACTOR does not remedy the
breach within ten (10) days after receipt of notice of breach from the OWNER.
5.3 Contractor Insurance Requirements:
For specific bond requirements and additional insurance requirements, refer to the Supplemental General
Conditions.
5.3.1.1 General Requirements:
.1 CONTRACTOR shall carry insurance in the types and amounts indicated below for the duration of
the Contract, which shall include items owned by OWNER in the care, custody and control of
CONTRACTOR prior to and during construction and warranty period.
.2 CONTRACTOR must complete and forward the required Certificates of Insurance to OWNER
before the Contract is executed as verification of coverage required below. CONTRACTOR shall
not commence Work until the required insurance is obtained and until such insurance has been
reviewed by OWNER. Approval of insurance by OWNER shall not relieve or decrease the liability
of CONTRACTOR hereunder and shall not be construed to be a limitation of liability on the part of
CONTRACTOR. CONTRACTOR must also complete and forward the required Certificates of
Insurance to OWNER whenever a previously identified policy period has expired as verification of
continuing coverage.
.3 CONTRACTOR's insurance coverage is to be written by companies licensed to do business in the
State of Texas at the time the policies are issued and shall be written by companies with A.M. Best
ratings of B+VII or better, except for hazardous material insurance which shall be written by
companies with A.M. Best ratings of A-or better.
00700 04-2020 Page 12 General Conditions
Exhibit "B"
.4 All endorsements naming the OWNER as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall indicate: City of Round Rock, 221 E.
Main St., Round Rock, Texas 78664.
.5 The "other" insurance clause shall not apply to the OWNER where the OWNER is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering both
OWNER and CONTRACTOR, shall be considered primary coverage as applicable.
.6 If insurance policies are not written for amounts specified below, CONTRACTOR shall carry
Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability
Insurance is provided, it shall follow the form of the primary coverage.
.7 OWNER shall be entitled, upon request and without expense, to receive certified copies of policies
and endorsements thereto and may make any reasonable requests for deletion or revision or
modification of particular policy terms, conditions, limitations, or exclusions except where policy
provisions are established by law or regulations binding upon either of the parties hereto or the
underwriter on any such policies.
.8 OWNER reserves the right to review the insurance requirements set forth during the effective
period of this Contract and to make reasonable adjustments to insurance coverage, limits, and
exclusions when deemed necessary and prudent by OWNER based upon changes in statutory law,
court decisions, the claims history of the industry or financial condition of the insurance company
as well as CONTRACTOR.
.9 CONTRACTOR shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
.10 CONTRACTOR shall be responsible for premiums, deductibles and self-insured retentions, if any,
stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of
Insurance.
.11 CONTRACTOR shall provide OWNER thirty (30) days written notice of erosion of the aggregate
limits below occurrence limits for all applicable coverages indicted within the Contract.
.12 If OWNER-owned property is being transported or stored off-site by CONTRACTOR, then the
appropriate property policy will be endorsed for transit and storage in an amount sufficient to protect
OWNER's property.
.13 The insurance coverages required under this contract are required minimums and are not intended
to limit the responsibility or liability of CONTRACTOR.
5.3.1.2 Business Automobile Liability Insurance.
Provide coverage for all owned, non-owned and hired vehicles. The policy shall contain the following
endorsements in favor of OWNER:
a) Waiver of Subrogation endorsement TE 2046A;
b) 30 day Notice of Cancellation endorsement TE 0202A; and
c) Additional Insured endorsement TE 9901 B.
Provide coverage in the following types and amounts:
00700 04-2020 Page 13 General Conditions
Exhibit "B"
.1 A minimum combined single limit of$500,000 per occurrence for bodily injury and property damage.
Alternate acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per
occurrence and at least$100,000 property damage liability each accident.
5.3.1.3 Workers'Compensation and Employers'Liability Insurance:
Coverage shall be consistent with statutory benefits outlined in the Texas Workers' Compensation Act
(Section 401). CONTRACTOR shall assure compliance with this Statute by submitting two(2) copies of
a standard certificate of coverage (e.g. ACCORD form) to Owner's Representative for every person
providing services on the Project as acceptable proof of coverage. The required Certificate of Insurance
must be presented as evidence of coverage for CONTRACTOR. Workers' Compensation Insurance
coverage written by the Texas Workers Compensation Fund is acceptable to OWNER. CONTRACTOR's
policy shall apply to the State of Texas and include these endorsements in favor of OWNER:
a) Waiver of Subrogation, form WC 420304; and
b) 30 day Notice of Cancellation,form WC 420601.
The minimum policy limits for Employers'Liability Insurance coverage shall be as follows:
.1 $100,000 bodily injury per accident, $500,000 bodily injury by disease policy limit and $100,000
bodily injury by disease each employee.
5.3.1.4 Commercial General Liability Insurance.
The Policy shall contain the following provisions:
a) Blanket contractual liability coverage for liability assumed under the Contract and all contracts
relative to this Project.
b) Completed Operations/Products Liability for the duration of the warranty period.
c) Explosion, Collapse and Underground (X, C& U)coverage.
d) Independent Contractors coverage.
e) Aggregate limits of insurance per project, endorsement CG 2503.
f) OWNER listed as an additional insured, endorsement CG 2010.
g) 30 day notice of cancellation in favor of OWNER, endorsement CG 0205.
h) Waiver of Transfer of Recovery Against Others in favor of OWNER, endorsement CG 2404.
Provide coverages A&B with minimum limits as follows:
.1 A combined bodily injury and property damage limit of$500,000 per occurrence.
5.3.1.5 Builders' Risk Insurance.
CONTRACTOR shall maintain Builders' Risk Insurance or Installation Insurance on an all risk physical
loss form in the Contract Amount. Coverage shall continue until the Work is accepted by OWNER.
OWNER shall be a loss payee on the policy. If off site storage is permitted, coverage shall include transit
and storage in an amount sufficient to protect property being transported or stored.
5.4 Bonds:
00700 04-2020 Page 14 General Conditions
Exhibit "B"
5.4.1 General.
.1 Bonds, when required, shall be executed on forms furnished by or acceptable to OWNER. All
bonds signed by an agent must be accompanied by a certified copy of such agent's authority to
act.
.2 If the surety on any bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent
or its right to do business is terminated in the State of Texas or it ceases to meet the requirements
of the preceding paragraph, CONTRACTOR shall within ten (10)days thereafter substitute another
bond and surety, both of which must be acceptable to OWNER.
.3 When Performance Bonds and/or Payment Bonds are required, each shall be issued in an amount
of one hundred percent (100%) of the Contract Amount as security for the faithful performance
and/or payment of all CONTRACTOR's obligations under the Contract Documents. Performance
Bonds and Payment Bonds shall be issued by a solvent surety company authorized to do business
in the State of Texas, and shall meet any other requirements established by law or by OWNER
pursuant to applicable law. Any surety duly authorized to do business in Texas may write
Performance and Payment Bonds on a project without reinsurance to the limit of 10 percent of its
capital and surplus. Such a surety must reinsure any obligations over 10 percent.
.4 If CONTRACTOR has failed to obtain or maintain a required bond, OWNER may exclude the
CONTRACTOR from the site of the Project and exercise OWNER's suspension and/or termination
rights under the Contract Documents.
5.4.2 Performance Bond.
.1 If the Contract Amount exceeds $100,000, CONTRACTOR shall furnish OWNER with a
Performance Bond in the form set out by OWNER.
.2 If the Contract Amount exceeds $25,000 but is less than or equal to $100,000, CONTRACTOR
shall furnish OWNER with a Performance Bond in the form set out by OWNER, unless the original
Contract Time is 60 Calendar Days/40 Working Days or less, in which case CONTRACTOR can
agree to the following terms and conditions for payment in lieu of providing a Performance Bond:
no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER,-
CONTRACTOR
WNER;CONTRACTOR shall be entitled to receive 95%of the Contract Amount following Final Completion,
and the remaining 5%of the Contract Amount following the one year warranty period.
.3 If the Contract Amount is less than or equal to $25,000, CONTRACTOR will not be required to
furnish a Performance Bond; provided that no money will be paid to CONTRACTOR until
completion and acceptance of the Work by OWNER under the following terms and conditions:
CONTRACTOR shall be entitled to receive 95%of the Contract Amount following Final Completion,
and the remaining 5%of the Contract Amount following the one year warranty period.
.4 If a Performance Bond is required to be furnished, it shall extend for the one year warranty period.
5.4.3 Payment Bond.
.1 If the Contract Amount exceeds $50,000, CONTRACTOR shall furnish OWNER with a Payment
Bond in the form set out by OWNER.
.2 If the Contract Amount is less than or equal to $50,000, CONTRACTOR will not be required to
furnish a Payment Bond; provided that no money will be paid to CONTRACTOR until completion
and acceptance of the Work by OWNER under the terms and conditions specified in paragraph
5.4.2.3.
00700 04-2020 Page 15 General Conditions
Exhibit "B"
ARTICLE 6-CONTRACTOR'S RESPONSIBILITIES
6.1 Supervision and Superintendence:
6.1.1 The CONTRACTOR shall supervise, inspect and direct the Work competently and efficiently,devoting such
attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance
with the Contract Documents. Unless otherwise directed by the OWNER in the Contract Documents, the
CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences and procedures of
construction. The CONTRACTOR shall be responsible to see that the completed Work complies accurately with
the Contract Documents.
6.1.2 The CONTRACTOR shall have an English-speaking, competent Superintendent on the Work at all times
that work is in progress. Upon request of Owner's Representative, the CONTRACTOR shall present the resume
of the proposed Superintendent to Owner's Representative showing evidence of experience and successful
superintendence and direction of work of a similar scale and complexity. If, in the opinion of Owner's
Representative, the proposed Superintendent does not indicate sufficient experience in line with the Work, he/she
will not be allowed to be the designated Superintendent for the Work. The Superintendent shall not be replaced
without Written Notice to Owner's Representative. If the CONTRACTOR deems it necessary to replace the
Superintendent, the CONTRACTOR shall provide the necessary information for approval, as stated above, on the
proposed new Superintendent. A qualified substitute Superintendent may be designated in the event that the
designated Superintendent is temporarily away from the Work, but not to exceed a time limit acceptable to Owner's
Representative. The CONTRACTOR shall replace the Superintendent upon the OWNER's request in the event the
Superintendent is unable to perform to the OWNER's satisfaction. The Superintendent will be the CONTRACTOR's
representative on the Work and shall have the authority to act on behalf of the CONTRACTOR. All communications
given to the Superintendent shall be as binding as if given to the CONTRACTOR. Either the CONTRACTOR or the
Superintendent shall provide an emergency and home telephone number at which one or the other may be reached
if necessary when work is not in progress.
6.2 Labor, Materials and Equipment:
6.2.1 The CONTRACTOR agrees to employ only orderly and competent workers, skillful in performance of the
type of Work required under this Contract. The CONTRACTOR, Subcontractors, Sub-subcontractors, and their
employees may not use or possess any firearms, alcoholic or other intoxicating beverages, illegal drugs or
controlled substances while on the job or on the OWNER's property, nor may such workers be intoxicated, or under
the influence of alcohol or drugs, on the job. If the OWNER or Owner's Representative notifies the CONTRACTOR
that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations,
has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
CONTRACTOR shall immediately remove such worker from performing Contract Work, and may not employ such
worker again on Contract Work without the OWNER's prior written consent. The CONTRACTOR shall at all times
maintain good discipline and order on or off the site in all matters pertaining to the Project. The CONTRACTOR
shall pay workers no less than the wage rates established in Section 00900, and maintain weekly payroll reports as
evidence thereof.
6.2.2 Unless otherwise specified, the CONTRACTOR shall provide and pay for all materials, equipment, labor,
transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone,water,
sanitary facilities, temporary facilities and all other facilities and incidentals necessary for the furnishing,
performance, re-testing of defective work, start-up and completion of the Work.
6.2.3 All materials and equipment shall be of good quality and new (including new products made of recycled
materials), except as otherwise provided in the Contract Documents. If required by Owner's Representative, the
CONTRACTOR shall furnish satisfactory evidence (reports of required tests, manufacturer's certificates of
compliance with material requirements, mill reports, etc.) as to the kind, quantity and quality of materials and
equipment. All materials and equipment shall be applied, installed, connected, erected, used, cleaned and
conditioned in accordance with instructions of the applicable Supplier, except as otherwise provided in the Contract
Documents.
00700 04-2020 Page 16 General Conditions
Exhibit "B"
6.2.4 Substitutes and"Approved Equal" Items:
6.2.4.1 Whenever an item of material or equipment is specified or described in the Contract Documents by using
the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to
establish the type,function and quality required. Unless the specification or description contains words reading that
no like, equivalent or"approved equal" item or no substitution is permitted, other items of material or equipment of
other Suppliers may be submitted to Owner's Representative under the following circumstances:
.1 "Approved Equal": If, in the OWNER's sole discretion, an item of material or an item of equipment
proposed by the CONTRACTOR is functionally equal to that named and sufficiently similar so that no
change in related Work will be required, it may be considered by the OWNER as an "approved equal"
item, in which case review of the proposed item may, in the OWNER's sole discretion, be accomplished
without compliance with some or all of the requirements for evaluation of proposed substitute items.
The CONTRACTOR shall provide the OWNER with the documentation required for the OWNER to
make its determination.
.2 Substitute Items: If, in the OWNER's sole discretion, an item of material or an item of equipment
proposed by the CONTRACTOR does not qualify as an "approved equal" item under paragraph
6.2.4.1.1, then it will be considered a proposed substitute item. The CONTRACTOR shall submit
sufficient information to allow the OWNER to determine that the item of material or item of equipment
proposed is essentially equivalent to that named and a substitute therefor.
6.2.4.2 Substitute Construction Methods and Procedures: If a specific means, method, technique, sequence or
procedure of construction is shown or indicated in and expressly required by the Contract Documents, the
CONTRACTOR may with prior approval of the OWNER furnish or utilize a substitute means, method, technique,
sequence, or procedure of construction. The CONTRACTOR shall submit sufficient information to Owner's
Representative to allow the OWNER, in the OWNER's sole discretion, to determine that the substitute proposed is
equivalent to that expressly called for by the Contract Documents.
6.2.4.3 OWNER's Evaluation: The OWNER will be allowed a reasonable time within which to evaluate each
proposal or submittal made pursuant to paragraph 6.2.4.1.1 and paragraph 6.2.4.1.2. The OWNER will be the sole
judge of acceptability. No "approved equal" or substitute shall be ordered, installed, or utilized until the OWNER's
review is complete, which will be evidenced by either a Change Order or completion of the Shop Drawing review
procedure. The OWNER may require the CONTRACTOR to furnish at the CONTRACTOR's expense a special
performance guarantee or other surety bond with respect to any"approved equal"or substitute. The OWNER shall
not be responsible for any delay due to review time for any"approved equal" or substitute.
6.2.4.4 CONTRACTOR's Expense: All data to be provided by the CONTRACTOR in support of any proposed
"approved equal"or substitute item will be at the CONTRACTOR's expense.
6.2.5 The CONTRACTOR agrees to assign to the OWNER any rights it may have to bring antitrust suits against
its Suppliers for overcharges on materials incorporated in the Project growing out of illegal price fixing agreements.
The CONTRACTOR further agrees to cooperate with the OWNER should the OWNER wish to prosecute suits
against Suppliers for illegal price fixing.
6.3 Progress Schedule:
Unless otherwise directed, the CONTRACTOR shall adhere to the progress schedule established in accordance
with paragraph 2.6 as it may be adjusted from time to time as provided below:
.1 The CONTRACTOR shall submit to Owner's Representative for acceptance proposed adjustments in
the progress schedule that will not change the Contract Times or Milestones. Such adjustments will
conform generally to the progress schedule then in effect.
00700 04-2020 Page 17 General Conditions
Exhibit "B"
.2 Proposed adjustments in the progress schedule that will change the Contract Times or Milestones shall
be submitted in accordance with the requirements of Article 12. Such adjustments may only be made
by a Change Order or Time Extension Request in accordance with Article 12.
6.4 Concerning Subcontractors,Suppliers and Others:
6.4.1 Assignment: The CONTRACTOR agrees to retain direct control of and give direct attention to the fulfillment
of this Contract. The CONTRACTOR agrees not to, by Power of Attorney or otherwise,assign said Contract without
the prior written consent of the OWNER.
6.4.2 Award of Subcontracts for Portions of the Work: The CONTRACTOR shall not employ any Subcontractor,
Supplier or other person or organization, whether initially or as a substitute, against whom the OWNER may have
reasonable objection. The CONTRACTOR must provide the OWNER with a list of all Subcontractors, Suppliers,
or other persons or organizations it will use in the Work, and such list must be provided prior to the preconstruction
conference. Should the OWNER have objections,the OWNER will communicate such objections by Written Notice.
If the OWNER requires a change without good cause of any Subcontractor, person or organization previously
accepted by OWNER,the Contract Amount may be increased or decreased by the difference in the cost occasioned
by any such change, and an appropriate Change Order shall be issued. The CONTRACTOR shall not substitute
any Subcontractor, person or organization that has been accepted by the OWNER, unless the substitute has been
accepted in writing by the OWNER. No acceptance by the OWNER of any Subcontractor, Supplier or other person
or organization shall constitute a waiver of any right of the OWNER to reject defective Work.
6.4.3 The CONTRACTOR shall enter into written agreements with all Subcontractors and Suppliers which
specifically bind the Subcontractors or Suppliers to the applicable terms and conditions of the Contract Documents
for the benefit of the OWNER and E/A. The OWNER reserves the right to specify that certain requirements shall
be adhered to by all Subcontractors and Sub-subcontractors as indicated in other portions of the Contract
Documents and these requirements shall be made a portion of the agreement between the CONTRACTOR and
Subcontractor or Supplier.
6.4.4 The CONTRACTOR shall be fully responsible to the OWNER for all acts and omissions of the
Subcontractors, Suppliers and other persons and organizations performing or furnishing any of the Work under a
direct or indirect contract with the CONTRACTOR just as the CONTRACTOR is responsible for the
CONTRACTOR's own acts and omissions. Nothing in the Contract Documents shall create for the benefit of any
such Subcontractor, Supplier or other person or organization any contractual relationship between the OWNER and
any such Subcontractor, Supplier or other person or organization, nor shall it create any obligation on the part of
the OWNER or E/A to pay or to see to the payment of any amounts due any such Subcontractor, Supplier or other
person or organization except as may otherwise be required by laws and regulations.
6.4.5 The CONTRACTOR shall be solely responsible for scheduling and coordinating the Work of
Subcontractors, Suppliers and other persons and organizations performing or furnishing any of the Work under a
direct or indirect contract with the CONTRACTOR. The CONTRACTOR shall require all Subcontractors, Suppliers
and such other persons and organizations performing or furnishing any of the Work to communicate with Owner's
Representative through the CONTRACTOR.
6.4.6 The divisions and sections of the Specifications and the identifications of any Drawings shall not control the
CONTRACTOR in dividing or delineating the Work to be performed by any specific trade.
6.4.7 The CONTRACTOR shall pay each Subcontractor and Supplier their appropriate share of payments made
to the CONTRACTOR not later than ten(10)Days after the CONTRACTOR's receipt of payment from the OWNER.
6.5 Patent Fees and Royalties:
6.5.1 The CONTRACTOR shall be responsible at all times for compliance with applicable patents or copyrights
encompassing, in whole or in part, any design, device, material, or process utilized, directly or indirectly, in the
performance of the Work or the formulation or presentation of its Bid.
00700 04-2020 Page 18 General Conditions
Exhibit "B"
6.5.2 The CONTRACTOR shall pay all royalties and license fees and shall provide, prior to commencement of
Work hereunder and at all times during the performance of same, for lawful use of any design, device, material or
process covered by letters, patent or copyright by suitable legal agreement with the patentee, copyright holder, or
their duly authorized representative whether or not a particular design, device, material, or process is specified by
the OWNER.
6.5.3 The CONTRACTOR shall defend all suits or claims for infringement of any patent or copyright and shall
indemnify and save the OWNER harmless from any and all claims, costs, losses,expenses and damages(including
but not limited to attorney's fees and consultant fees), direct or indirect, arising with respect to the CONTRACTOR's
process in the formulation of its bid or the performance of the Work or otherwise arising in connection therewith.
The OWNER reserves the right to provide its own defense, with counsel of its own choosing, to any suit or claim of
infringement of any patent or copyright in which event the CONTRACTOR shall indemnify and save harmless the
OWNER from all costs and expenses of such defense as well as satisfaction of all judgments entered against the
OWNER.
6.5.4 The OWNER shall have the right to stop the Work and/or terminate this Agreement at any time in the event
the CONTRACTOR fails to disclose to the OWNER that the CONTRACTOR's work methodology includes the use
of any infringing design, device, material or process.
6.6 Permits,Fees:
Unless otherwise provided in the Supplemental General Conditions,the CONTRACTOR shall obtain and pay for
all construction permits, licenses and fees required for prosecution of the Work.
OWNER will obtain and pay for the following permits, licenses and/or fees, if required:
.1 Site Development Permit.
.2 Building Permit(s).
.3 Texas Department of Transportation permit for work in State rights-of-way.
.4 Railroad Utility License Agreement.
6.7 Laws and Regulations:
6.7.1 The CONTRACTOR shall give all notices and comply with all laws and regulations applicable to furnishing
and performing the Work. Except where otherwise expressly required by applicable laws and regulations, neither
the OWNER nor E/A shall be responsible for monitoring the CONTRACTOR's compliance with any laws and
regulations.
6.7.2 The CONTRACTOR shall plan and execute its operations in compliance with all applicable Federal, State
and local laws and regulations, including those concerning control and abatement of water pollution and prevention
and control of air pollution.
6.7.3 If the CONTRACTOR performs any Work that it is contrary to laws or regulations,then the CONTRACTOR
shall bear and shall indemnify, defend and hold OWNER harmless from all claims, costs, losses and damages
arising therefrom; however, it shall not be the CONTRACTOR's primary responsibility to make certain that the
Specifications and Drawings are in accordance with laws and regulations, but this does not relieve the
CONTRACTOR of the CONTRACTOR's obligations under Article 3.
6.8 Taxes:
6.8.1 The CONTRACTOR shall pay all sales, consumer, use and other similar taxes required to be paid by the
CONTRACTOR in accordance with the laws and regulations of the State of Texas.
00700 04-2020 Page 19 General Conditions
Exhibit "B"
6.8.2 The OWNER is an exempt organization as defined by Chapter 11 of the Property Tax Code of Texas and
is thereby exempt from payment of Sales Tax under Chapter 151, Limited Use Sales, Excise and Use Tax, Texas
Tax Code, and Chapter 321, Texas Tax Code.
6.9 Use of Premises:
6.9.1 The CONTRACTOR shall confine construction equipment, the storage of materials and equipment and the
operations of workers to the site and land and areas identified in and permitted by the Contract Documents and
other land and areas permitted by laws and regulations, rights-of-way, permits and easements, and shall not
unreasonably encumber the premises with construction equipment or other materials or equipment. The
CONTRACTOR shall assume full responsibility for any damage to any such land or area, or to the owner or
occupant thereof or of any adjacent land or areas, resulting from the performance of the Work. Should any claim
be made by any such owner or occupant because of the performance of the Work, the CONTRACTOR shall
promptly settle with such other party by negotiation or otherwise resolve the claim by dispute resolution proceeding
or at law. The CONTRACTOR shall indemnify, defend and hold harmless the OWNER, E/A, E/A's consultants and
anyone directly or indirectly employed by any of them from and against all claims, costs, losses and damages
(including court costs and reasonable attorneys' fees) arising out of or resulting from any claim or action, legal or
equitable, brought by any such owner or occupant against the OWNER, E/A or any other party indemnified
hereunder to the extent caused by or based upon performance of the Work or failure to perform the Work.
6.9.2 During the progress of the Work and on a daily basis, the CONTRACTOR shall keep the premises free
from accumulations of waste materials, rubbish and other debris resulting from the Work. At the completion of the
Work, the CONTRACTOR shall remove all waste materials, rubbish and debris from and about the premises as
well as all tools, appliances, construction equipment and machinery and surplus materials. The CONTRACTOR
shall leave the site clean and ready for occupancy by the OWNER at Substantial Completion of the Work. The
CONTRACTOR shall, at a minimum, restore to original condition all property not designated for alteration by the
Contact Documents.
6.9.3 The CONTRACTOR shall not load nor permit any part of any structure to be loaded in any manner that will
endanger the structure, nor shall the CONTRACTOR subject any part of the Work or adjacent property to stresses
or pressures that will endanger it.
6.10 Record Documents:
The CONTRACTOR shall maintain in a safe place at the site, or other location acceptable to the OWNER, one (1)
record copy of all Drawings, Specifications,Addenda, Change Orders, Change Directives, Field Orders and written
interpretations and clarifications (issued pursuant to paragraph 9.5) in good order and annotated to show all
changes made during construction. These record documents, together with all final samples and all final Shop
Drawings,will be available to the OWNER and E/A for reference during performance of the Work. Upon Substantial
Completion of the Work, these record documents, samples and Shop Drawings showing the final "as built"
construction of the Project shall be promptly delivered to Owner's Representative.
6.11 Safety and Protection:
6.11.1 The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions
and programs in connection with the Work. Upon request, and prior to installation of measures,the CONTRACTOR
shall submit a site security and safety plan for approval by the OWNER. By reviewing the plan or making
recommendations or comments, the OWNER will not assume liability nor will the CONTRACTOR be relieved of
liability for damage, injury or loss. The CONTRACTOR shall take all necessary precautions for the safety of and
shall provide the necessary protection to prevent damage, injury or loss to:
.1 all persons on the Work site or who maybe affected by the Work;
.2 all the Work and materials and equipment to be incorporated therein, whether in storage on or off the
site; and
00700 04-2020 Page 20 General Conditions
Exhibit "B"
.3 other property at the site or adjacent thereto, including but not limited to, trees, shrubs, lawns, walks,
pavements, roadways, structures, utilities and underground facilities not designated for removal,
relocation or replacement in the course of construction.
6.11.2 The CONTRACTOR shall comply with all applicable laws and regulations of any public body having
jurisdiction for safety of persons or property or to protect them from damage, injury or loss; and shall erect and
maintain all necessary safeguards for such safety and protection. The CONTRACTOR shall notify owners of
adjacent property and of underground facilities, and utility owners when prosecution of the Work may affect them,
and shall cooperate with them in the protection, removal, relocation and replacement of their property. All damage,
injury or loss to any property referred to in paragraph 6.11.1.2 and paragraph 6.11.1.3 caused, directly or indirectly,
in whole or in part, by the CONTRACTOR, Subcontractor, Supplier or any person or organization directly or
indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may
be responsible, shall be remedied by the CONTRACTOR (except damage or loss attributable to the fault of
Drawings or Specifications or to the acts or omissions of the OWNER, or E/A, or E/A's consultant or anyone
employed by any of them or anyone for whose acts any of them may be responsible, and not attributable, directly
or indirectly, in whole or in part, to the faults or negligence of the CONTRACTOR or any Subcontractor, Supplier or
other person or organization directly or indirectly employed by any of them). The CONTRACTOR's duties and
responsibilities for safety and protection of the Work shall continue until such time as all the Work is completed and
Owner's Representative has issued a notice to the OWNER and the CONTRACTOR in accordance with Article 14
that the Work is acceptable(except as otherwise expressly provided in connection with Substantial Completion).
6.11.3 Safety Representative: The CONTRACTOR shall designate a qualified and experienced safety
representative at the site whose duties and responsibilities shall be the prevention of accidents and the maintaining
and supervising of safety precautions and programs. Upon request of the OWNER, the CONTRACTOR shall
provide certifications or other documentation of the safety representative's qualifications. At a minimum, the safety
representative shall have received the OSHA thirty (30) hour training and a certificate evidencing that the safety
representative has received such training within the last five (5) years shall be provided to the OWNER's
representative.
6.11.4 Hazard Communication Programs: The CONTRACTOR shall be responsible for coordinating any
exchange of material safety data sheets or other hazard communication information required to be made available
to or exchanged between or among employers at the site in accordance with laws and regulations.
6.11.5 Emergencies:
6.11.5.1 In emergencies affecting the safety or protection of persons or the Work at the site or adjacent thereto,
the CONTRACTOR, without special instruction or authorization from the OWNER or E/A, is obligated to act
reasonably to prevent threatened damage, injury or loss and to mitigate damage or loss to the Work. The
CONTRACTOR shall give Owner's Representative prompt written notice if the CONTRACTOR believes that any
significant changes in the Work or variations from the Contract Documents have been caused thereby. If Owner's
Representative determines that a change in the Contract Documents is required because of the action taken by the
CONTRACTOR in response to such an emergency,a Change Directive or Change Order will be issued to document
the consequences of such action; otherwise the OWNER will not be responsible for the CONTRACTOR's
emergency action.
6.11.5.2 Authorized agents of the CONTRACTOR shall respond immediately to call-out at any time of any day
or night when circumstances warrant the presence on Project site of the CONTRACTOR or its agent to protect the
Work or adjacent property from damage, restriction or limitation or to take such action or measures pertaining to
the Work as may be necessary to provide for the safety of the public. Should the CONTRACTOR and/or its agent
fail to respond and take action to alleviate such an emergency situation, the OWNER may direct other forces to
take action as necessary to remedy the emergency condition,and the OWNER will deduct any cost of such remedial
action from the funds due to the CONTRACTOR under this Contract.
6.11.5.3 In the event there is an accident involving injury to any individual on or near the Work, the
CONTRACTOR shall notify Owner's Representative within twenty-four (24) hours of the event and shall be
responsible for recording the location of the event and the circumstances surrounding the event through
00700 04-2020 Page 21 General Conditions
Exhibit "B"
photographs, interviewing witnesses, obtaining medical reports and other documentation that describes the event.
Copies of such documentation shall be provided to Owner's Representative, for the OWNER's and E/A's records,
within forty-eight (48) hours of the event.
6.12 Continuing the Work:
The CONTRACTOR shall carry on the Work and adhere to the progress schedule during all disputes or
disagreements with the OWNER. No Work shall be delayed or postponed pending resolution of any disputes or
disagreements, except as the OWNER and the CONTRACTOR may agree in writing.
6.13 CONTRACTOR's General Warranty and Guarantee:
6.13.1 The CONTRACTOR warrants and guarantees to the OWNER that all Work will be performed in a good and
workmanlike manner in accordance with the Contract Documents and will not be defective. The CONTRACTOR's
warranty and guarantee hereunder excludes defects or damage caused by:
.1 abuse, modification or improper maintenance or operation by persons other than the CONTRACTOR,
Subcontractors or Suppliers; or
.2 normal wear and tear under normal usage.
6.13.2 The CONTRACTOR's obligation to perform and complete the Work in a good and workmanlike manner in
accordance with the Contract Documents shall be absolute. None of the following will constitute acceptance of
Work not in accordance with the Contract Documents or a release of the CONTRACTOR's obligation to perform
the Work in accordance with the Contract Documents:
.1 observations by Owner's Representative and/or E/A;
.2 recommendation of any progress or final payment by Owner's Representative;
.3 the issuance of a certificate of Substantial Completion or any payment by the OWNER to the
CONTRACTOR under the Contract Documents;
.4 use or occupancy of the Work or any part thereof by the OWNER;
.5 any acceptance by the OWNER or any failure to do so;
.6 any review of a Shop Drawing or sample submittal;
.7 any inspection,test or approval by others; or
.8 any correction of defective Work by the OWNER.
.9 the failure of the OWNER, E/A or any other person or entity acting on behalf of the OWNER or E/A to
observe, detect or discover any defect in the Work or any non-conformance of the Work with any
requirement of the Contract Documents.
CONTRACTOR hereby waives any claim or defense to any claim by the OWNER that any failure by the
OWNER, E/A, or any other person or entity acting on behalf of the OWNER or E/A to observe, detect or
discover any defect in the Work relieves or releases, in whole or in part, CONTRACTOR from any
obligations or responsibility for the correction of such defects or any other obligation of CONTRACTOR
under the Contract Documents.
6.14 Indemnification:
00700 04-2020 Page 22 General Conditions
Exhibit "B"
6.14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, AND IN ADDITION TO ANY OTHER OBLIGATIONS
OF CONTRACTOR UNDER THE CONTRACT OR OTHERWISE, CONTRACTOR SHALL INDEMNIFY, DEFEND
AND HOLD HARMLESS OWNER, ITS COUNCIL MEMBERS , EMPLOYEES, AGENTS, AND CONSULTANTS
INCLUDING, BUT NOT LIMITED TO THE E/A (THE "INDEMNIFIED PARTIES" OR INDEMNIFIED PARTY",
FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, AND DAMAGES (INCLUDING BUT NOT LIMITED TO
ALL FEES AND CHARGES OF ENGINEERS, ARCHITECTS, ATTORNEYS, CONSULTANTS, EXPERTS AND
OTHER PROFESSIONALS AND ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS)
ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THE WORK, REGARDLESS OF WHETHER
SUCH CLAIMS, COSTS, LOSSES, AND DAMAGES ARE CAUSED, IN WHOLE OR IN PARTY BY THE ACTS,
ACTIONS, ERRORS OR OMISSIONS OF AN INDEMNIFIED PARTY.
BECAUSE OWNER IS A MUNICIPALITY,THE TERMS AND PROVISIONS OF SUBCHAPTER C OF CHAPTER
151 OF THE TEXAS INSURANCE CODE ("CHAPTER 151") DOES NOT APPLY TO THE OWNER. IF,
HOWEVER, ANY PROVISION OF CHAPTER 151 APPLIES TO THE OWNER, IT IS THE INTENT OF THE
OWNER THAT IF THE PROVISIONS OF CHAPTER 151 DO APPLY, NOTHING HEREIN SHALL IMPOSE ANY
REQUIREMENTS ON CONTRACTOR THAT ARE PROHIBITED BY CHAPTER 151 AND THAT ANY OF THE
PROVISIONS HEREOF THAT ARE NOT PROHIBITED BY CHAPTER 151 SHALL REMAIN IN FULL FORCE
AND EFFECT. ACCORDINGLY, IN THE EVENT THAT IN CONSTRUING AND INTERPRETING THE
CONTRACT DOCUMENTS, A COURT OF COMPETENT JURISDICTION OR, IF APPLICABLE, AN
ARBITRATOR, DETERMINES THAT CHAPTER 151 APPLIES TO THE OWNER, THEN THE COURT OR
ARBITRATOR SHALL REFORM THE PROVISIONS HEREOF SO AS TO COMPLY WITH CHAPTER 151 AND
SUCH REFORMATION SHALL NOT AFFECT THE VALIDITY OF ANY PROVISIONS HEREOF THAT ARE NOT
PROHIBITED BY CHAPTER 151.
6.14.2 The indemnification obligation under paragraph 6.14.1 shall not be limited in any way by any limitation on
the amount or type of damages, or compensation or benefits payable by or for the CONTRACTOR or any such
Subcontractor. Supplier or other person or organization under workers'compensation acts. disability benefit acts or
other employee benefit acts.
6.14.3 The obligations of the CONTRACTOR under paragraph 6.14.1 shall not extend to the liability of the
OWNER, E/A, E/A's consultants. and their officers, directors, partners, employees or agents caused primarily by
negligent preparation of maps, drawings, surveys, designs or specifications upon which is placed the applicable
state-authorized design professional seal of the OWNER's, E/A's or E/A's consultant's officers, directors, partners,
employees or agents.
6.14.4 In the event the CONTRACTOR fails to follow the OWNER's directives concerning use of the site,
scheduling or course of construction, or engages in other conduct which proximately causes damage to property
based on inverse condemnation or otherwise. then and in that event, the CONTRACTOR shall indemnify the
OWNER against all costs resulting from such claims.
6.14.5 In the event the CONTRACTOR unreasonably delays progress of the work being done by others on the
site so as to cause loss for which the OWNER becomes liable, then the CONTRACTOR shall reimburse the
OWNER for such loss.
6.15 Survival of Obligations:
All representations, indemnifications, warranties and guarantees made in, required by or given in accordance with
the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final
payment, completion and acceptance of the Work and termination or completion of the Agreement.
6.16 Losses from Natural Causes:
Unless otherwise specified, all loss or damage to the CONTRACTOR arising out of the nature of the Work to be
done or from action of the elements, floods or from unforeseeable circumstances in prosecution of the Work or from
00700 04-2020 Page 23 General Conditions
Exhibit "B"
unusual obstructions or difficulties which may be encountered in prosecution of the Work, shall be sustained and
borne by the CONTRACTOR at its own cost and expense.
6.17 Notice of Claim:
Should the CONTRACTOR suffer injury or damage to person or property because of any error, omission or act of
the OWNER or of any of the OWNER's employees or agents or others for whose acts the OWNER is liable, a Claim
will be made to the other party within thirty (30) calendar days of the event giving rise to such injury or damage.
The provisions of this paragraph 6.17 shall not be construed as a substitute for or a waiver of the provisions of any
applicable statute of limitations, statute of repose, or any other provision of the Contract Documents.
6.18 Liquidated Damages:
At set forth in the Agreement, paragraph 1.2, the CONTRACTOR or its Surety shall be liable for Liquidated Damages
for the CONTRACTOR's failure to timely complete the Work or any portion thereof within the Contract Time. See
Supplemental Conditions for amount of Liquidated Damages.
ARTICLE 7 -OTHER WORK
7.1 The OWNER may perform other work related to the Project at the site by the OWNER's own forces, or let
other contracts therefor, or have other work performed by utility owners. If the CONTRACTOR believes that delay
or additional cost is involved because of such action by the OWNER, the CONTRACTOR may make a Claim as
provided in Article 11 or Article 12.
7.2 The CONTRACTOR shall afford other contractors who are in a contract with the OWNER and each utility
owner (and the OWNER, if the OWNER is performing the additional work with the OWNER's employees) proper
and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment
and the execution of such other work and shall properly connect and coordinate the Work with theirs. Unless
otherwise provided in the Contract Documents, the CONTRACTOR shall do all cutting, fitting and patching of the
Work that may be required to make its several parts come together properly and integrate with such other work.
The CONTRACTOR shall not endanger any work of others by cutting, excavating or otherwise altering their work
and will only cut or alter their work with the written consent of Owner's Representative and the other contractors
whose work will be affected. The CONTRACTOR shall promptly remedy damage caused by the CONTRACTOR
to completed or partially completed construction or to property of the OWNER or separate contractors.
7.3 If the proper execution or results of any part of the CONTRACTOR's Work depends upon work performed
by others under this Article 7, the CONTRACTOR shall inspect such other work and promptly report to Owner's
Representative in writing any delays, defects or deficiencies in such other work that render it unavailable or
unsuitable for the proper execution and results of the CONTRACTOR's Work. The CONTRACTOR's failure to
report will constitute an acceptance of such other work as fit and proper for integration with the CONTRACTOR's
Work except for latent or non-apparent defects and deficiencies in such other work.
7.4 The OWNER shall provide for coordination of the activities of the OWNER's own forces and of each
separate contractor with the Work of the CONTRACTOR, who shall cooperate with them. The CONTRACTOR
shall participate with other separate contractors and Owner's Representative in reviewing their construction
schedules when directed to do so. The CONTRACTOR shall make any revisions to the construction schedule
deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the
schedules to be used by the CONTRACTOR, separate contractors and the OWNER until subsequently revised.
7.5 Unless otherwise stated herein, costs caused by delays or by improperly timed activities or defective
construction shall be borne by the party responsible therefor.
7.6 If CONTRACTOR damages,delays, disrupts or interferes with the work of any other contractor,or any utility
owner performing other work at or adjacent to the site of the Project, through CONTRACTOR's failure to take
reasonable and customary measures to avoid such impacts, or if any claim arising out of CONTRACTOR's actions,
00700 04-2020 Page 24 General Conditions
Exhibit "B"
inactions or negligence in performance of the Work at or adjacent to the site of the Project is made by any such
other contractor or utility owner against CONTRACTOR, OWNER, or E/A. then CONTRACTOR shall (1) promptly
attempt to settle the claim as to all parties through negotiations with such other contractor or utility owner, or
otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law. and (2) INDEMNIFY AND
HOLD HARMLESS THE INDEMNIFIED PARTIES, INCLUDING, BUT NOT LIMITED TO THE E/A FROM AND
AGAINST ANY SUCH CLAIMS,AND AGAINST ALL COSTS, LOSSES,AND DAMAGES(INCLUDING BUT NOT
LIMITED TO ALL FEES AND CHARGES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER
PROFESSIONALS AND ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS)
ARISING OUT OF OR RELATING TO SUCH DAMAGE, DELAY, DISRUPTION, OR INTERFERENCE.
ARTICLE 8 -OWNER'S RESPONSIBILITIES
8.1 Prior to the start of construction, the OWNER will designate in writing a person or entity to act as Owner's
Representative during construction. Except as otherwise provided in these General Conditions, the OWNER shall
issue all communications to the CONTRACTOR through Owner's Representative.
8.2 The OWNER will not supervise, direct, control or have authority over or be responsible for the
CONTRACTOR's means, methods, techniques, sequences or procedures of construction or the safety precautions
and programs incident thereto. The OWNER is not responsible for any failure of the CONTRACTOR to comply with
laws and regulations applicable to furnishing or performing the Work. The OWNER is not responsible for the
CONTRACTOR's failure to perform or furnish the Work in accordance with the Contract Documents. Failure or
omission of the OWNER to discover, or object to or condemn any defective Work or material shall not release the
CONTRACTOR from the obligation to properly and fully perform the Contract.
8.3 The OWNER is not responsible for the acts or omissions of the CONTRACTOR, or of any Subcontractor.
any Supplier, or of any other person or organization performing or furnishing any of the Work.
8.4 Information or services under the OWNER's control shall be furnished by the OWNER with reasonable
promptness to avoid delay in the orderly progress of the Work.
8.5 The foregoing are in addition to other duties and responsibilities of the OWNER enumerated herein and
especially those in respect to Article 4 (Availability of Lands, Subsurface and Physical Conditions: Reference
Points). Article 7 (Other Work) and Article 14 (Payments to the CONTRACTOR and Completion).
8.6 Notice of Claim:
Should the OWNER suffer injury or damage to person or property because of any error, omission or act of the
CONTRACTOR or of any of the CONTRACTOR's employees or agents or others for whose acts the
CONTRACTOR is liable, a notice of such injury or damage will be sent to the CONTRACTOR within thirty (30)
calendar days of the event giving rise to such injury or damage. The provisions of this paragraph 8.6 shall not be
construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or statute of repose.
8.7 The OWNER is not responsible for the CONTRACTOR's failure to perform or furnish the Work in
accordance with the Contract Documents. The failure or omission of the OWNER, E/A or any other person or entity
acting on behalf of the OWNER or the E/A to observe, detect, discover, or object to or condemn any defective Work
or material shall not release the CONTRACTOR from CONTRACTOR's obligation to properly and fully perform the
Work pursuant to the Contract Documents. The OWNER shall not be responsible for the acts, errors or omissions
of the CONTRACTOR, or any Subcontractor. Supplier or any other person or entity performing or furnishing any of
the Work on behalf of the CONTRACTOR.
ARTICLE 9 -ENGINEER/ARCHITECT'S STATUS DURING CONSTRUCTION
9.1 E/A's Authority and Responsibilities:
9.1.1 The duties and responsibilities and the limitations of authority of E/A during construction are set forth in the
Contract Documents and shall not be extended without written consent of the OWNER and E/A. The assignment
00700 04-2020 Page 25 General Conditions
Exhibit "B"
of any authority, duties or responsibilities to E/A under the Contract Documents, or under any agreement between
the OWNER and E/A, or any undertaking, exercise or performance thereof by E/A, is intended to be for the sole
and exclusive benefit of the OWNER and is not for the benefit of the CONTRACTOR, Subcontractor, Sub-
subcontractor, Supplier, or any other person or organization, or for any surety or employee or agent of any of them.
9.1.2 E/A will not supervise, direct, control or have authority over or be responsible for the CONTRACTOR's
means, methods, techniques, sequences or procedures of construction, or the safety precautions and programs
incident thereto. E/A is not responsible for any failure of the CONTRACTOR to comply with laws and regulations
applicable to the furnishing or performing the Work. E/A is not responsible for the CONTRACTOR's failure to
perform or furnish the Work in accordance with the Contract Documents. Failure or omission of E/A to discover, or
object to or condemn any defective Work or material shall not release the CONTRACTOR from the obligation to
properly and fully perform the Work.
9.1.3 E/A is not responsible for the acts or omissions of the CONTRACTOR, or of any Subcontractor, any
Supplier, or of any other person or organization performing or furnishing any of the Work.
9.1.4 If the OWNER so directs, E/A will review the final Application for Payment and accompanying
documentation and all maintenance and operating instructions, schedules, guarantees, bonds and certificates of
inspection,tests and approvals and other documentation required to be delivered by Article 14, but only to determine
generally that their content complies with the requirements of, and in the case of certificates of inspections, tests
and approvals that the results certified indicate compliance with, the Contract Documents.
9.1.5 The limitations upon authority and responsibility set forth in this paragraph 9.1 shall also apply to E/A's
Consultants, Resident Project Representative and assistants.
9.2 E/A as Owner's Representative:
9.2.1 E/A may be designated as Owner's Representative under paragraph 8.1.
9.3 Visits to Site:
If the OWNER so directs, E/A will make visits to the site at intervals appropriate to the various stages of construction
as is necessary in order to observe as an experienced and qualified design professional the progress that has been
made and the quality of the various aspects of the CONTRACTOR's executed Work. Based on information obtained
during such visits and observations, E/A will endeavor for the benefit of the OWNER to determine if the Work is
proceeding in accordance with the Contract Documents. E/A will not be required to make exhaustive or continuous
on-site inspections to check the quality or quantity of the Work. E/A's efforts will be directed toward providing for
the OWNER a greater degree of confidence that the completed Work will conform to the Contract Documents. On
the basis of such visits and on-site observations, E/A will keep the OWNER informed of the progress of the Work
and will endeavor to guard the OWNER against defective Work. E/A's visits and on-site observations are subject
to all the limitations on E/A's authority and responsibility set forth in paragraph 9.1.
9.4 Project Representative:
If the OWNER and E/A agree, E/A will furnish a Resident Project Representative to assist E/A in providing more
continuous observation of the Work. The responsibilities and authority and limitations of any such Resident Project
Representative and assistants will be as provided in paragraph 9.1 and in the Supplemental General Conditions.
The OWNER may designate another representative or agent to represent the OWNER at the site who is not E/A,
E/A's consultant, agent or employee.
9.5 Clarifications and Interpretations:
E/A may determine that written clarifications or interpretations of the requirements of the Contract Documents (in
the form of drawings or otherwise) are necessary. Such written clarifications or interpretations will be consistent
with the intent of and reasonably inferable from the Contract Documents,will be issued with reasonable promptness
by Owner's Representative and will be binding on the OWNER and the CONTRACTOR. If the OWNER or the
00700 04-2020 Page 26 General Conditions
Exhibit "B"
CONTRACTOR believes that a written clarification or interpretation justifies an adjustment in the Contract Amount
or the Contract Times, the OWNER or the CONTRACTOR may make a Claim therefor as provided in Article 11 or
Article 12.
9.6 Rejecting Defective Work:
E/A may recommend that the OWNER disapprove or reject Work which E/A believes to be defective, or believes
will not produce a completed Project that conforms to the Contract Documents or will prejudice the integrity of the
design concept of the completed Project as a functioning whole as indicated by the Contract Documents.
ARTICLE 10 -CHANGES IN THE WORK
10.1 Changes:
10.1.1 Without invalidating the Contract and without notice to any surety, the OWNER, at anytime or from time to
time, may order additions, deletions or revisions in the Work. Such changes in the Work will be authorized by
Change Order, Change Directive or Field Order.
10.1.2 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the
CONTRACTOR shall proceed promptly, unless otherwise provided in the Change Order, Change Directive or Field
Order.
10.1.3 The CONTRACTOR shall not be entitled to an increase in the Contract Amount or an extension of the
Contract Times with respect to any Work performed that is not required by the Contract Documents as amended,
modified and supplemented as provided in paragraph 3.3.1 and paragraph 3.3.2, except in the case of an
emergency as provided in paragraph 6.11.5 or in the case of uncovering Work as provided in paragraph 13.4.
10.1.4 Except in the case of an emergency as provided in paragraph 6.11.5, a Change Order or Change Directive
is required before the CONTRACTOR commences any activities associated with a change in the Work which, in
the CONTRACTOR 's opinion, will result in a change in the Contract Amount and/or Contract Times.
10.1.5 If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents
(including, but not limited to, Contract Amount or Contract Times) is required by the provisions of any Bond to be
given to a surety, the giving of any such notice will be the CONTRACTOR's responsibility, and the amount of each
applicable Bond will be adjusted accordingly.
10.2 Change Orders:
10.2.1 The OWNER and the CONTRACTOR shall execute appropriate written Change Orders covering:
.1 a change in the Work;
.2 the amount of the adjustment in the Contract Amount, if any; and
.3 the extent of the adjustment in the Contract Time, if any.
10.2.2 An executed Change Order shall represent the complete, equitable, and final amount of adjustment in the
Contract Amount and/or Contract Time owed to the CONTRACTOR or the OWNER as a result of the occurrence
or event causing the change in the Work encompassed by the Change Order.
10.3 Change Directives:
10.3.1 The OWNER may by written Change Directive,without invalidating the Contract,order changes in the Work
within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Amount
00700 04-2020 Page 27 General Conditions
Exhibit "B"
and Contract Time being adjusted as necessary. A Change Directive shall be used in the absence of complete and
prompt agreement on the terms of a Change Order.
10.3.2 If the Change Directive provides for an adjustment to the Contract Amount, the adjustment shall be based
on the method provided for in paragraph 11.5.
10.3.3 A Change Directive shall be recorded later by preparation and execution of an appropriate Change Order.
10.3.4 Upon receipt of a Change Directive, CONTRACTOR shall promptly proceed with the change in the Work
involved.
10.4 Field Order:
10.4.1 Owner's Representative may authorize minor variations in the Work from the requirements of the Contract
Documents which do not involve an adjustment in the Contract Amount or the Contract Times and are compatible
with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents.
These shall be accomplished by written Field Order and shall be binding on the OWNER and on the CONTRACTOR
who shall perform the Work involved promptly.
10.4.2 If the CONTRACTOR believes that a Field Order would require an adjustment in the Contract Amount
and/or Contract Times, the CONTRACTOR shall make written request to Owner's Representative for a Change
Order. Any request by the CONTRACTOR for an adjustment in Contract Amount and/or Contract Times shall be
made in writing prior to beginning the work covered by the Field Order.
10.5 No Damages for Delay:
Except as otherwise provided in the Contract Documents, the CONTRACTOR shall receive no compensation for
delays or hindrances to the Work. If delay is caused by specific orders given by the OWNER to stop Work for
reasons for which the CONTRACTOR is not responsible, or such delay is not caused by active interference in the
Work by OWNER for reasons for which the CONTRACTOR is not responsible, then such delay will entitle the
CONTRACTOR only to an equivalent extension of time, the CONTRACTOR's application for which shall, however,
be subject to approval of the OWNER. No such extension of time shall release the CONTRACTOR or surety on its
performance bond from all the CONTRACTOR's obligations hereunder which shall remain in full force until
discharge of the Contract.
ARTICLE 11 -CHANGE OF CONTRACT AMOUNT
11.1 The Contract Amount is stated in the Agreement and, including authorized adjustments, is the total amount
payable by the OWNER to the CONTRACTOR for performance of the Work under the Contract Documents.
11.2 The original Contract Amount may not be increased by more than twenty-five percent(25%)and it may not
be decreased more than twenty-five percent (25%)without the consent of the CONTRACTOR to such decrease.
11.3 The Contract Amount shall only be changed by a Change Order. Any claim for an adjustment in the
Contract Amount shall be made by Written Notice delivered by the party making the Claim to the other party promptly
(but in no event later than thirty(30)calendar days)after the start of the occurrence or event giving rise to the Claim
and stating the general nature of the Claim. Notice of the amount of the Claim with supporting data shall be
delivered within thirty (30) calendar days after Written Notice of Claim is delivered by claimant, and shall represent
that the adjustment claimed covers all known amounts to which claimant is entitled as a result of said occurrence
or event. If the OWNER and the CONTRACTOR cannot otherwise agree, all Claims for adjustment in the Contract
Amount shall be determined as set out in Article 16.
11.4 Determination of Value of Work:
00700 04-2020 Page 28 General Conditions
Exhibit "B"
11.4.1 The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract
Amount will be determined by one or more of the following methods:
.1 by application of unit prices contained in the Contract Documents to the quantities of the items involved.
.2 by a mutually agreed lump sum properly itemized and supported by sufficient substantiating data to
permit evaluation.
.3 by cost of Work plus the CONTRACTOR's fee for all overhead costs and profit(determined as provided
in paragraph 11.5).
11.4.2 Before using the method described in paragraph 11.4.1.3, the OWNER and the CONTRACTOR agree to
negotiate a Change Order using the methods identified in paragraph 11.4.1.1 and paragraph 11.4.1.2, as
appropriate, to determine the adjustment in the Contract Amount.
11.5 Cost of Work:
If neither of the methods defined in paragraph 11.4.1.1 or paragraph 11.4.1.2 can be agreed upon before a change
in the Work is commenced which will result in an adjustment in the Contract Amount, the OWNER may issue a
Change Directive to the CONTRACTOR. If the OWNER elects to issue a Change Directive, CONTRACTOR shall
perform the Changed Work and payment will be made as follows:
.1 For all personnel, the CONTRACTOR will receive the rate or wage specified in the prevailing wage
rates established in Section 00900 for each hour that said personnel are actually engaged in such
Work, to which will be added an amount equal to twenty-five percent (25%) of the sum thereof as
compensation for the CONTRACTOR's and any affected Subcontractor's total overhead and profit. No
separate charge will be made by the CONTRACTOR for organization or overhead expenses. For the
cost of premiums on public liability insurance, workers' compensation insurance, social security and
unemployment insurance, an amount equal to fifty-five percent (55%) of the wages paid personnel,
excluding the twenty-five(25%)compensation provided above,will be paid to the CONTRACTOR. The
actual cost of the CONTRACTOR's bond(s) on the extra Work will be paid based on invoices from
surety. No charge for superintendence will be made unless considered necessary and ordered by the
OWNER.
.2 The CONTRACTOR will receive the actual cost, including freight charges, of the materials used on
such Work, to which costs will be added a sum equal to twenty-five percent (25%) thereof as
compensation for the CONTRACTOR's and any affected Subcontractor's total overhead and profit. In
case material invoices indicate a discount may be taken, the actual cost will be the invoice price minus
the discount.
.3 For machinery,trucks, power tools, or other similar equipment agreed to be necessary by the OWNER
and the CONTRACTOR, the OWNER will allow the CONTRACTOR the rate as given in the latest
edition of the Associated General Contractors of America "Contractor's Equipment Cost Guide" as
published by Dataquest for each hour that said tools or equipment are in use on such work, which rate
includes the cost of fuel, lubricants and repairs. No additional compensation will be allowed on the
equipment for the CONTRACTOR's overhead and profit.
.4 The compensation, as herein provided for, shall be received by the CONTRACTOR and any affected
Subcontractor as payment in full for work done by Change Directive and will include use of small tools,
and total overhead expense and profit. The CONTRACTOR and the Owner's Representative shall
compare records of work done by Change Directive at the end of each day. Copies of these records
will be made upon forms provided for this purpose by the OWNER and signed by both Owner's
Representative and the CONTRACTOR, with one (1) copy being retained by the OWNER and one(1)
by the CONTRACTOR. Refusal by the CONTRACTOR to sign these records within two (2) working
days of presentation does not invalidate the accuracy of the record.
00700 04-2020 Page 29 General Conditions
Exhibit "B"
11.6 Unit Price Work:
11.6.1 Where the Contract Documents provide that all or part of the Work is to be unit price Work, initially the
Contract Amount will be deemed to include for all unit price work an amount equal to the sum of the established
unit price for each separately identified item of unit price work times the estimated quantity of each item as indicated
in the Bid. The estimated quantities of items of unit price work are not guaranteed and are solely for the purpose
of comparison of Bids and determining an initial Contract Amount. Determinations of the actual quantities and
classifications of unit price work performed by the CONTRACTOR will be made by Owner's Representative.
Owner's Representative will review with the CONTRACTOR the preliminary determinations on such matters before
rendering a written decision thereon (by recommendation of an Application for Payment or otherwise).
11.6.2 When "plan quantity" is indicated for a bid item, the CONTRACTOR shall be paid the amount specified in
the Contract Documents without any measurements.
11.6.3 Each unit price will be deemed to include an amount considered by the CONTRACTOR to be adequate to
cover the CONTRACTOR's overhead and profit for each separately identified item.
11.6.4 A Major Item is any individual bid item in the Bid that has a total cost equal to or greater than five
percent (5%) of the original Contract Amount or $50,000, whichever is greater, computed on the basis of bid
quantities and Contract unit prices.
11.6.5 The OWNER or the CONTRACTOR may make a Claim for an adjustment in the Contract Amount in
accordance with Article 11 if:
.1 the actual quantity of any Major Item should become as much as twenty percent (20%) more than or
twenty percent (20%) less than in the Bid; or
.2 The CONTRACTOR presents proper documentation contesting the accuracy of "plan quantity," and
Owner's Representative verifies quantity and determines original quantity is in error by five percent
(5%) or more.
11.6.6 Right to Verify Information: The CONTRACTOR agrees that any designated representative of the OWNER
shall have the right to examine the CONTRACTOR's records to verify the accuracy and appropriateness of the
pricing data used to price change proposals. Even after a Change Order Proposal has been approved, the
CONTRACTOR agrees that if the OWNER later determines the cost and pricing data submitted was inaccurate,
incomplete, not current or not in compliance with the terms of this Agreement regarding pricing of change orders,
then an appropriate contract price reduction will be made.
11.6.7 Pricing Information Requirements: The CONTRACTOR agrees to provide and require all subcontractors
to provide a breakdown of allowable labor and labor burden cost information as outlined herein. This information
will be used to evaluate the potential cost of labor and labor burden related to change order work. It is intended
that this information represent an accurate estimate of the CONTRACTOR's actual labor and labor burden cost
components. This information is not intended to establish fixed billing or change order pricing labor rates. However,
at the time change orders are priced the submitted cost data for labor rates may be used to price change order
work. The accuracy of any such agreed-upon labor cost components used to price change orders will be subject
to later audit. Approved change order amounts may be adjusted later to correct the impact of inaccurate labor cost
components if the agreed-upon labor cost components are determined to be inaccurate.
ARTICLE 12-CHANGE OF CONTRACT TIMES
12.1 Working Day and Calendar Day Contracts:
12.1.1 The Contract Times (or Milestones) shall only be changed by Change Order or Time Extension Request
duly executed by both the CONTRACTOR and Owner's Representative. Any claim for an adjustment of the
Contract Times(or Milestones)shall be made by Written Notice delivered by the party making the Claim to the other
00700 04-2020 Page 30 General Conditions
Exhibit "B"
party promptly (but in no event later than thirty (30) calendar days) after the start of the occurrence or event giving
rise to the delay and stating the general nature of the delay. Notice of the extent of the delay with supporting data
shall be delivered within thirty (30) calendar days after Written Notice of Claim is delivered by claimant, and shall
represent that the adjustment claimed is the entire adjustment to which claimant is entitled as a result of said
occurrence or event. If the OWNER and the CONTRACTOR cannot otherwise agree, all Claims for adjustment in
the Contract Times (or Milestones) shall be determined as set out in Article 16. No Claim for an adjustment in the
Contract Times(or Milestones)will be valid if not submitted in accordance with the requirements of this paragraph.
12.1.2 When the CONTRACTOR is at fault and the OWNER stops the Work so that corrections in the Work can
be made by the CONTRACTOR, then no extension in time will be allowed.
12.1.3 When the CONTRACTOR is prevented from completing any part of the Work within the Contract Times(or
Milestones) due to delay for which the CONTRACTOR is not responsible, an extension of the Contract Times (or
Milestones) in an amount equal to the time lost due to such delay will be considered by OWNER. Any extension of
the Contract Time shall be the CONTRACTOR's sole and exclusive remedy for such delay. However, adverse
weather shall not be considered justification for extension of Contract Times on Calendar Day contracts, except as
provided for in paragraph 12.2.
12.1.4 The OWNER will consider time extension requests and may grant the CONTRACTOR an extension of time
because of:
.1 Changes ordered in the Work which justify additional time.
.2 Failure of materials or products being at the Project site due to delays in transportation or failures of
Suppliers,for which the CONTRACTOR, a Subcontractor or a Supplier is not responsible. The request
for an extension of time shall be supported by a recitation of acts demonstrating that such delays were
beyond the control of the CONTRACTOR, a Subcontractor or a Supplier including but not limited to,
the CONTRACTOR's, the Subcontractor's or the Supplier's efforts to overcome such delays
documented as follows:
a) Copy of purchase order for delayed item(s) indicating date ordered by the
CONTRACTOR/Subcontractor and date purchase order received by Supplier.
b) If item(s) require Shop Drawings or other submittal information in accordance with the Contract
Documents, provide record of date submittal(s) forwarded to Owner's Representative, date
submittal(s) returned to the CONTRACTOR, and date submittal(s) forwarded to Supplier.
c) Copy of document(s) from Supplier, on Supplier's letterhead, indicating date(s) item(s) would be
ready for shipment and/or actual shipment date(s).
d) Copies of all correspondence between the CONTRACTOR/Subcontractor and Supplier indicating
the CONTRACTOR/Subcontractor's efforts to expedite item(s).
e) If item(s) are being purchased by a Subcontractor, provision of meeting notes, correspondence,
and the like which reflect the CONTRACTOR's efforts with the Subcontractor to expedite delivery
of the item(s).
.3 When acts of the OWNER, E/A, utility owners or other contractors employed by the OWNER delay
progress of work through no fault of the CONTRACTOR.
.4 When the CONTRACTOR is delayed by strikes, lockouts, fires, losses from natural causes, or other
unavoidable cause or causes beyond the CONTRACTOR's control.
12.2 Calendar Day Contracts:
00700 04-2020 Page 31 General Conditions
Exhibit "B"
Under a Calendar Day Contract, the CONTRACTOR may also be granted an extension of time because of unusual
inclement weather that is beyond the normal weather expected for the Williamson and Travis Counties. Texas area.
Normal weather which prevents the CONTRACTOR from performing Work is expected during a Calendar Day
Contract, and is not a justification for an extension of time. The following delineates the number of days per month
for which, for purposes of Calendar Day Contracts. expected normal weather will prevent performance of Work:
January................................7 days
February...............................7 days
March...................................7 days
April......................................7 days
May......................................8 days
June. ....................................6 days
July.......................................6 days
August..................................5 days
September. ..........................7 days
October. ...............................7 days
November..................... 7 days
December. ...........................7 days
Days per month exceeding the number shown above may be credited as Rain Days if a Claim is made in accordance
with paragraph 12.1.1 and meets the following definition: a "Rain Day" is any day in which a weather event occurs
at the site and is sufficient to prevent the CONTRACTOR from performing units of Work critical to maintaining the
project schedule during the entire day.
ARTICLE 13 -TESTS AND INSPECTIONS: AND CORRECTION OR REMOVAL OF DEFECTIVE WORK
13.1 Notice of Defects:
Prompt notice of all defective Work of which the OWNER or E/A has actual knowledge will be given to the
CONTRACTOR. All defective Work may be rejected or corrected as provided for in Article 13.
13.2 Access to Work:
The OWNER, E/A. E/A's Consultants, other representatives and personnel of the OWNER, independent testing
laboratories and governmental agencies having jurisdiction will have unrestricted physical access to the Work site
for observing, inspecting and testing. The CONTRACTOR shall provide them proper and safe conditions for such
access, and advise them of the CONTRACTOR's site safety procedures and programs so that they may comply
therewith as applicable.
13.3 Tests and Inspections:
13.3.1 The CONTRACTOR shall give timely notice of readiness of the Work for all required inspections, tests or
approvals, and shall cooperate with inspection and testing personnel to facilitate required inspections or tests.
13.3.2 The OWNER shall employ and pay for services of an independent testing laboratory to perform all
inspections, tests or approvals required by the Contract Documents except:
.1 for inspections, tests or approvals covered by paragraph 13.3.3 below,
.2 for reinspecting or retesting defective Work, and
.3 as otherwise specifically provided in the Contract Documents.
All testing laboratories shall be those selected by the OWNER.
00700 04-2020 Page 32 General Conditions
Exhibit "B"
13.3.3 If laws or regulations of any public body having jurisdiction require any Work(or part thereof)specifically to
be inspected, tested or approved by an employee or other representative of such public body, the CONTRACTOR
shall assume full responsibility for arranging and obtaining such inspections, tests or approvals, pay all costs in
connection therewith and furnish Owner's Representative the required certificates of inspection or approval. The
CONTRACTOR shall also be responsible for arranging and obtaining and shall pay all costs in connection with any
inspections, tests or approvals required for the OWNER's and E/A's review of materials or equipment to be
incorporated in the Work, or of materials, mix designs or equipment submitted for review prior to the
CONTRACTOR's purchase thereof for incorporation in the Work.
13.4 Uncovering Work:
13.4.1 If any Work (or the work of others) that is to be inspected, tested or approved is covered by the
CONTRACTOR without concurrence of Owner's Representative, or if any Work is covered contrary to the written
request of Owner's Representative, it must, if requested by Owner's Representative, be uncovered and recovered
at the CONTRACTOR's expense.
13.4.2 If Owner's Representative considers it necessary or advisable that covered Work be observed, inspected
or tested, the CONTRACTOR shall uncover, expose or otherwise make available for observation, inspection or
testing that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found
that such Work is defective,the CONTRACTOR shall pay all claims, costs, losses and damages caused by, arising
out of or resulting from such uncovering, exposure, observation, inspection and testing and of satisfactory
replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and
the OWNER shall be entitled to an appropriate decrease in the Contract Amount, and may make a Claim therefor
as provided in Article 11. If, however, such Work is not found to be defective, the CONTRACTOR shall be allowed
an increase in the Contract Amount or an extension of the Contract Times (or Milestones), or both, directly
attributable to such uncovering, exposure, observation, inspection, testing, replacement and reconstruction; and
the CONTRACTOR may make a Claim therefor as provided in Article 11 and Article 12.
13.5 OWNER May Stop the Work:
13.5.1 If the Work is defective, or the CONTRACTOR fails to supply sufficient skilled workers or suitable materials
or equipment, or fails to furnish or perform the Work in such a way that the completed Work will conform to the
Contract Documents,the OWNER may order the CONTRACTOR to stop the Work, or any portion thereof, until the
cause for such order has been eliminated; however, this right of the OWNER to stop the Work shall not give rise to
any duty on the part of the OWNER to exercise this right for the benefit of the CONTRACTOR or any surety or other
party.
13.5.2 If the CONTRACTOR fails to correct defective Work or submit a satisfactory plan to take corrective action,
with procedure and time schedule, the OWNER may order the CONTRACTOR to stop the Work, or any portion
thereof, until cause for such order has been eliminated, or take any other action permitted by this Contract. A notice
to stop the Work, based on defects, shall not stop calendar or working days charged to the Project.
00700 04-2020 Page 33 General Conditions
Exhibit "B"
13.6 Correction or Removal of Defective Work:
If required by the OWNER,the CONTRACTOR shall promptly,as directed,either correct all defective Work,whether
or not fabricated, installed or completed, or, if the Work has been rejected by Owner's Representative, remove it
from the site and replace it with Work that is not defective. The CONTRACTOR shall correct or remove and replace
defective Work, or submit a plan of action detailing how the deficiency will be corrected, within the time frame
identified in the notice of defective Work. The CONTRACTOR shall pay all claims, costs, losses and damages
caused by or resulting from such correction or removal(including but not limited to all costs of repair or replacement
of work of others), including but not limited to all consultant, engineering, expert and attorney's fees incurred by the
OWNER as a result of such defective work or as necessary for OWNER to investigate such defective Work and/or
to determine the appropriate means or methods to address or correct such defective Work. The OWNER shall
have the right, in OWNER's sole discretion, to have the E/A or other consultant specify the means and methods
that will be followed to correct or address any defective Work. If the OWNER specifies a means or method by which
the defective Work will be addressed or corrected, the CONTRACTOR shall perform the specified work necessary
to address or correct the defective Work at CONTRACTOR's sole cost and expense.
13.7 Warranty period:
13.7.1 If, at any time after the date of Substantial Completion or such longer period of time as may be prescribed
by laws or regulations or by the terms of any applicable special guarantee required by the Contract Documents or
by any specific provision of the Contract Documents, any Work is found to be defective, the CONTRACTOR shall
promptly, without cost to the OWNER and in accordance with the OWNER's written instructions:
(i) correct such defective Work, or, if it has been rejected by the OWNER, remove it from the site and
replace it with Work that is not defective, and
(ii) satisfactorily correct or remove and replace any damage to other Work or the work of others resulting
therefrom.
If the CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency where
delay would cause serious risk of loss or damage, the OWNER may have the defective Work corrected or the
rejected Work removed and replaced, and all claims, costs, losses and damages caused by or resulting from such
removal and replacement (including but not limited to all costs of repair or replacement of work of others and all
consultant, expert and attorney's fees incurred by OWNER)will be paid by the CONTRACTOR.
13.7.2 In special circumstances where a particular item of equipment is placed in continuous service before
Substantial Completion of all the Work, the warranty period for that item may start to run from an earlier date if so
provided in the Contract Documents and agreed to by OWNER.
13.8 OWNER May Correct Defective Work:
If the CONTRACTOR fails within a reasonable time after Written Notice of the OWNER to correct defective Work,
or to remove and replace rejected Work, or if the CONTRACTOR fails to perform the Work in accordance with the
Contract Documents, or if the CONTRACTOR fails to comply with any other provision of the Contract Documents,
the OWNER may, after seven (7) calendar days' Written Notice to the CONTRACTOR, correct and remedy any
such deficiency. If, in the opinion of Owner's Representative, significant progress has not been made during this
seven (7)calendar day period to correct the deficiency,the OWNER may exercise any actions necessary to remedy
the deficiency. In exercising the rights and remedies underthis paragraph,the OWNER shall proceed expeditiously.
In connection with such corrective and remedial action, the OWNER may exclude the CONTRACTOR from all or
part of the site, take possession of all or part of the Work, and suspend the CONTRACTOR's services related
thereto, and incorporate in the Work all materials and equipment stored at the site or for which the OWNER has
paid the CONTRACTOR but which are stored elsewhere. The CONTRACTOR shall allow the OWNER, its agents
and employees,the OWNER's other contractors, E/A and E/A's consultants access to the site to enable the OWNER
to exercise the rights and remedies under this paragraph. All claims, costs, losses and damages incurred or
sustained by the OWNER in exercising such rights and remedies will be charged against the CONTRACTOR and
a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the
00700 04-2020 Page 34 General Conditions
Exhibit "B"
Work. Such claims, costs, losses and damages will include but not be limited to all costs of repair or replacement
of work of others destroyed or damaged by correction, removal or replacement of the CONTRACTOR's defective
Work and any and all consultant, expert and attorneys fees incurred by OWNER as a result of OWNER's correction
of defective WORK. The CONTRACTOR shall not be allowed an extension of the Contract Times (or Milestones),
or claims of damage because of any delay in the performance of the Work attributable to the exercise by the
OWNER of the OWNER's rights and remedies hereunder.
13.9 ACCEPTANCE OF DEFECTIVE WORK
If, instead of requiring correction or removal and replacement of defective Work, OWNER prefers to accept it,
OWNER may do so. CONTRACTOR shall pay all claims, costs, losses, and damages attributable to OWNER's
evaluation of and determination to accept such defective Work, including but not limited to any expert, engineering
or other consultant's fees incurred by the OWNER to investigate such defective Work and/or to determine the
appropriate means or methods and work necessary to allow OWNER to accept the defective Work and
CONTRACTOR shall pay for all work required to be performed to allow OWNER to accept the defective Work and
any estimated costs, expenses and damages OWNER may sustain in the future as a result of accepting the
defective Work, including any diminution in value of the Project as a result of accepting the defective Work. If any
such acceptance occurs prior to final payment, the necessary revisions in the Contract Documents with respect to
the Work shall be incorporated in a Change Order. If the parties are unable to agree as to the decrease in the
Contract Price, then OWNER may impose a reasonable set-off against payments due under the Contract
Documents. If the acceptance of defective Work occurs after final payment, CONTRACTOR shall pay to OWNER
the above described costs, expenses and damages incurred by OWNER as a result of OWNER's acceptance of
defective Work.
ARTICLE 14-PAYMENTS TO CONTRACTOR AND COMPLETION
14.1 Application for Progress Payment:
14.1.1 Not more than once per month, the CONTRACTOR shall submit to Owner's Representative for review an
Application for Payment, in a form acceptable to the OWNER, filled out and signed by the CONTRACTOR covering
the Work completed as of the date of the Application and accompanied by such supporting documentation as is
required by the Contract Documents or as required by OWNER.
14.1.2 Such applications shall not include requests for payment on account of changes in the Work which have
been properly authorized by Change Directives but not yet included in Change Orders.
14.1.3 Such applications shall not include requests for payment of amounts the CONTRACTOR does not intend
to pay to a Subcontractor or Supplier because of a dispute or other reason.
14.1.4 Owner will not pay for materials or equipment not incorporated in the Work but delivered and suitably
stored at the site or at another location. Payment will be made by Owner only for Work completed in accordance
with the Contract Documents.
14.1.5 Where the original Contract Amount is less than $400,000, the OWNER will pay to the CONTRACTOR the
total amount of approved Application for Payment, less ten percent(10%)of the amount thereof, which ten percent
(10%)will be retained until final payment, less all previous payments and less all sums that may be retained by the
OWNER under the terms of this Agreement. Where the original Contract Amount is$400,000 or more,the OWNER
will pay to the CONTRACTOR the total amount of approved Application for Payment, less five percent (5%) of the
amount thereof, which five percent (5%)will be retained until final payment, less all previous payments and less all
sums that may be retained by the OWNER under the terms of this Agreement. In either case, if the Work is near
completion and delay occurs due to no fault or neglect of the CONTRACTOR, the OWNER may pay a portion of
the retained amount to the CONTRACTOR. The CONTRACTOR, at the OWNER's option, may be relieved of the
obligation to complete the Work and, thereupon, the CONTRACTOR shall receive payment of the balance due
under the Contract subject to the conditions stated under paragraph 15.2.
00700 04-2020 Page 35 General Conditions
Exhibit "B"
14.1.6 Applications for Payment shall include the following documentation:
.1 updated progress schedule,
.2 monthly subcontractor report, and
.3 any other documentation required under the Supplemental General Conditions.
14.2 CONTRACTOR's Warranty of Title:
The CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by any
Application for Payment, whether incorporated in the Project or not, will pass to the OWNER not later than the time
of payment to the CONTRACTOR free and clear of all liens.
14.3 Review of Applications for Progress Payment:
14.3.1 Owner's Representative will, within seven (7) calendar days after receipt of each Application for Payment,
either indicate a recommendation for payment and forward the Application for processing by the OWNER, or return
the Application to the CONTRACTOR indicating Owner's Representative's reasons for refusing to recommend
payment. In the latter case,the CONTRACTOR may make the necessary corrections and resubmit the Application.
14.3.2 Owner's Representative's recommendation of any payment requested in an Application for Payment will
constitute a representation by Owner's Representative, based upon Owner's Representative's on-site observations
of the executed Work and on Owner's Representative's review of the Application for Payment and the
accompanying data and schedules, that to the best of Owner's Representative's knowledge, information and belief:
.1 the Work has progressed to the point indicated, and
.2 the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the
Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent
tests called for in the Contract Documents, to a final determination of quantities and classifications for
unit price Work, and to any other qualifications stated in the recommendation).
14.3.3 By recommending any such payment, Owner's Representative will not thereby be deemed to have
represented that:
.1 inspections have been made to check the quality or the quantity of the Work or that the Work has been
performed in accordance with the Contract Documents,
.2 examination has been made to ascertain how or for what purpose the CONTRACTOR has used money
previously paid on account of the Contract Amount,
.3 the CONTRACTOR's construction means, methods, techniques, sequences or procedures have been
reviewed, or
.4 that there may not be other matters or issues between the parties that might entitle the CONTRACTOR
to be paid additionally by the OWNER or entitle the OWNER to withhold payment to the
CONTRACTOR.
14.4 Decisions to Withhold Payment:
14.4.1 The OWNER may withhold or nullify the whole or part of any payment to such extent as may be necessary
on account of:
.1 defective Work not remedied:
00700 04-2020 Page 36 General Conditions
Exhibit "B"
.2 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract
Amount,
.3 damage to the OWNER or another contractor,
.4 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid
balance would not be adequate to cover actual or liquidated damages for the anticipated delay,
.5 failure of the CONTRACTOR to submit a schedule of values in accordance with the Contract
Documents,
.6 failure of the CONTRACTOR to submit a submittal schedule in accordance with the Contract
Documents;
.7 failure of the CONTRACTOR to submit or update construction schedules in accordance with the
Contract Documents,
.8 failure of the CONTRACTOR to maintain a record of changes on drawings and documents,
.9 failure of the CONTRACTOR to maintain weekly payroll reports,
.10 failure of the CONTRACTOR to submit monthly subcontractor reports,
.11 the CONTRACTOR's neglect or unsatisfactory prosecution of the Work, including failure to clean up,
or
.12 failure of the CONTRACTOR to comply with any provision of the Contract Documents.
.13 OWNER's disagreement with the recommendation of the Owner's Representative, provided the
OWNER has provided a Written Notice to the CONTRACTOR specifying the reasons why OWNER
does not agree with such recommendation.
14.4.2 When the above reasons for withholding payment are removed. the CONTRACTOR shall resubmit a
statement for the value of Work performed. Payment will be made within thirty (30) calendar days of receipt of
approved Application for Payment.
14.5 Delayed Payments:
Should the OWNER fail to make payment to the CONTRACTOR of a sum named in any Application for Payment
with which OWNER agrees and has approved for payment within thirty (30) calendar days after the day on which
the OWNER received the mutually acceptable Application for Payment, then the OWNER will pay to the
CONTRACTOR, in addition to the sum shown as due by such Application for Payment, interest thereon at the rate
of one percent (1%) per month from date due until fully paid, which shall fully liquidate any injury to the
CONTRACTOR growing out of such delay in payment.
14.6 Arrears:
No money shall be paid by the OWNER upon any claim, debt, demand or account whatsoever, to any person, firm
or corporation who is in arrears to the OWNER, and the OWNER shall be entitled to counterclaim and offset against
any such debt, claim, demand or account so in arrears and no assignment or transfer of such debt, claim, demand
or account, shall affect the right of the OWNER to so offset said amounts, and associated penalties and interest if
applicable, against the same.
00700 04-2020 Page 37 General Conditions
Exhibit "B"
14.7 Substantial Completion:
14.7.1 If a Certificate of Occupancy is required by public authorities having jurisdiction over the Work, said
certificate shall be issued before the Work or any portion thereof is considered substantially complete. When the
CONTRACTOR considers that the Work, or a portion thereof which the OWNER agrees to accept separately, is
substantially complete, the CONTRACTOR shall notify Owner's Representative and request a determination as to
whether the Work or designated portion thereof is substantially complete. If Owner's Representative does not
consider the Work substantially complete, Owner's Representative will notify the CONTRACTOR giving reasons
therefor. Failure on the OWNER's part to list a reason does not alter the responsibility of the CONTRACTOR to
complete all Work in accordance with the Contract Documents. After satisfactorily completing items identified by
Owner's Representative, the CONTRACTOR shall then submit another request for Owner's Representative to
determine substantial completion. If Owner's Representative considers the Work substantially complete, Owner's
Representative will prepare and deliver a certificate of Substantial Completion which shall establish the date of
Substantial Completion, shall include a punch list of items to be completed or corrected before final payment, shall
establish the time within which the CONTRACTOR shall finish the punch list, and shall establish responsibilities of
the OWNER and the CONTRACTOR for security, maintenance, heat, utilities, damage to the Work, warranty and
insurance. Failure to include an item on the punch list does not alter the responsibility of the CONTRACTOR to
complete all Work in accordance with the Contract Documents. The certificate of Substantial Completion shall be
signed by the OWNER and the CONTRACTOR to evidence acceptance of the responsibilities assigned to them in
such certificate.
14.7.2 The OWNER shall have the right to exclude the CONTRACTOR from the Work after the date of Substantial
Completion, but the OWNER will allow the CONTRACTOR reasonable access to complete or correct items on the
punch list.
14.8 Partial Utilization:
The OWNER, at the OWNER's sole option, shall have the right to take possession of and use any completed or
partially completed portion of the Work regardless of the time for completing the entire Work. The OWNER's
exercise of such use and possession shall not be construed to mean that the OWNER acknowledges that any part
of the Work so possessed and used is substantially complete or that it is accepted by OWNER, and the OWNER's
exercise of such use and possession shall not relieve the CONTRACTOR of its responsibility to complete all Work
in accordance with the Contract Documents.
14.9 Final Inspection:
Upon Written Notice from the CONTRACTOR that the entire Work or an agreed portion thereof is complete, Owner's
Representative will make a final inspection with the CONTRACTOR and provide Written Notice of all particulars in
which this inspection reveals that the Work is incomplete or defective. The CONTRACTOR shall immediately take
such measures as are necessary to complete such Work or remedy such deficiencies.
14.10 Final Application for Payment:
The CONTRACTOR may make application for final payment following the procedure for progress payments after
the CONTRACTOR has completed all such corrections to the satisfaction of Owner's Representative and delivered
the following documents:
.1 Three (3) complete operating and maintenance manuals, each containing maintenance and operating
instructions, schedules, guarantees, and other documentation required by the Contract Documents;
.2 Record documents (as provided in paragraph 6.10);
.3 Consent of surety, if any, to final payment. If surety is not provided, complete and legally effective
releases or waivers (satisfactory to the OWNER) of all claims arising out of or filed in connection with
the Work;
00700 04-2020 Page 38 General Conditions
Exhibit "B"
.4 Certificate evidencing that insurance required by the Supplemental General Conditions will remain in
force after final payment and through any warranty period;
.5 Non-Use of Asbestos Affidavit(After Construction); and
.6 Any other documentation called for in the Contract Documents.
14.11 Final Payment and Acceptance:
14.11.1 If, on the basis of observation of the Work during construction, final inspection, and review of the final
Application for Payment and accompanying documentation as required by the Contract Documents, Owner's
Representative is satisfied that the Work has been completed and the CONTRACTOR's other obligations under the
Contract Documents have been fulfilled, Owner's Representative will recommend the final Application for Payment
and thereby notify the OWNER. If the OWNER agrees with the recommendation of the Owner's Representative,
the OWNER will pay to the CONTRACTOR the balance due the CONTRACTOR under the terms of the Contract.
14.11.2 As Contract Time is measured to Final Completion, Owner's Representative will issue a letter of final
acceptance to the CONTRACTOR which establishes the Final Completion date and initiates any warranty period.
14.11.3 Final payment is considered to have taken place when the CONTRACTOR or any of its representatives
negotiates the OWNER's final payment check, whether labeled final or not, for cash or deposits check in any
financial institution for its monetary return.
14.12 Waiver of Claims:
The making and acceptance of final payment will constitute:
.1 a waiver of claims by the OWNER against the CONTRACTOR, except claims arising from unsettled
claims, from defective Work appearing after final inspection, from failure to comply with the Contract
Documents or the terms of any warranty specified therein, or from the CONTRACTOR's continuing
obligations under the Contract Documents; and
.2 a waiver of all claims by the CONTRACTOR against the OWNER other than those previously made in
writing and still unsettled.
ARTICLE 15-SUSPENSION OF WORK AND TERMINATION
15.1 OWNER May Suspend Work Without Cause and for Convenience:
At any time and without cause and for convenience, the OWNER may suspend the Work or any portion thereof for
a period of not more than ninety(90)calendar days by written agreement or by Written Notice to the CONTRACTOR
which will fix the date on which the Work will be resumed. The CONTRACTOR shall resume the Work on the date
so fixed. The CONTRACTOR may be allowed an adjustment in the Contract Amount or an extension of the Contract
Times,or both,directly attributable to any such suspension if the CONTRACTOR makes an approved Claim therefor
as provided in Article 11 and Article 12.
15.2 OWNER May Terminate Without Cause:
Upon seven (7)calendar days'Written Notice to the CONTRACTOR, the OWNER may, without cause and without
prejudice to any right or remedy of the OWNER, elect to terminate the Agreement. In such case, the
CONTRACTOR shall be paid (without duplication of any items):
.1 for completed and acceptable Work executed in accordance with the Contract Documents prior to the
effective date of termination;
00700 04-2020 Page 39 General Conditions
Exhibit "B"
.2 for all claims incurred in settlement of terminated contracts with Suppliers, Subcontractors, and others.
The CONTRACTOR agrees to negotiate in good faith with Subcontractors, Suppliers and others to
mitigate the OWNER's cost CONTRACTOR shall include in any subcontract or purchase order
language that provides that if the Agreement is terminated without cause, the Subcontractor and
Suppliers will only be paid for work performed or materials and equipment supplied and shall not have
any other claims against CONTRACTOR or OWNER;
CONTRACTOR shall not be paid for any profit or overhead for Work not completed.
15.3 OWNER May Terminate With Cause:
15.3.1 Upon the occurrence of any one or more of the following events:
.1 if the CONTRACTOR persistently fails to perform the Work in accordance with the Contract Documents;
.2 if the CONTRACTOR disregards laws or regulations of any public body having jurisdiction;
.3 if the CONTRACTOR disregards the authority of Owner's Representative;
.4 if the CONTRACTOR makes fraudulent statements;
.5 if the CONTRACTOR fails to maintain a work force adequate to accomplish the Work within the
Contract Time;
.6 if the CONTRACTOR fails to make adequate progress and endangers successful completion of the
Contract; or
.7 if the CONTRACTOR otherwise violates any provisions of the Contract Documents;
The OWNER may, after giving the CONTRACTOR (and the surety, if any) seven (7) calendar days'Written Notice
terminate the services of the CONTRACTOR. The OWNER, at its option, may proceed with negotiation with surety
for completion of the Work. Alternatively,the OWNER may under these circumstances exclude the CONTRACTOR
from the site and take possession of the Work (without liability to the CONTRACTOR for trespass or conversion),
incorporate in the Work all materials and equipment stored at the site or for which the OWNER has paid the
CONTRACTOR but which are stored elsewhere, and finish the Work as the OWNER may deem expedient. In such
case the CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid
balance of the Contract Amount exceeds all claims, costs, losses and damages sustained by the OWNER arising
out of or resulting from completing the Work, such excess will be paid to the CONTRACTOR. If such claims, costs,
losses and damage exceed such unpaid balance, the CONTRACTOR or surety shall pay the difference to the
OWNER.
15.3.2 Where the CONTRACTOR's services have been so terminated by the OWNER, the termination will not
affect any rights or remedies of the OWNER against the CONTRACTOR and surety then existing or which may
thereafter accrue. Any retention or payment of amounts due the CONTRACTOR by the OWNER will not release
the CONTRACTOR from liability. In the event the OWNER terminates the Contract with cause, the OWNER may
reject any and all bids submitted by the CONTRACTOR for up to three(3)years.
00700 04-2020 Page 40 General Conditions
Exhibit "B"
15.4 CONTRACTOR May Stop Work or Terminate:
If through no act or fault of the CONTRACTOR,the Work is suspended for a period of more than ninety(90)calendar
days by the OWNER or under an order of court or other public authority, or (except during disputes) Owner's
Representative fails to forward for processing any mutually acceptable Application for Payment within thirty (30)
calendar days after it is submitted, or(except during disputes)the OWNER fails for sixty (60)calendar days after it
is submitted to pay the CONTRACTOR any sum finally determined by the OWNER to be due, then the
CONTRACTOR may, upon seven (7)calendar days'Written Notice to the OWNER,and provided the OWNER does
not remedy such suspension or failure within that time, terminate the Agreement and recover from the OWNER
payment on the same terms as provided in paragraph 15.2. In lieu of terminating the Agreement and without
prejudice to any other right or remedy, if(except during disputes) Owner's Representative has failed to forward for
processing any mutually acceptable Application for Payment within thirty(30)calendar days after it is submitted, or
(except during disputes) the OWNER has failed for sixty (60) calendar days after it is submitted to pay the
CONTRACTOR any sum finally determined by the OWNER to be due, the CONTRACTOR may upon seven (7)
calendar days' Written Notice to the OWNER stop the Work until payment of all such amounts due the
CONTRACTOR, including interest thereon. The provisions of this paragraph 15.4 are not intended to preclude the
CONTRACTOR from making a Claim under Article 11 and Article 12 for an increase in Contract Amount or Contract
Times or otherwise for expenses or damage directly attributable to the CONTRACTOR's stopping Work as permitted
by this paragraph.
ARTICLE 16-DISPUTE RESOLUTION
16.1 Filing of Claims:
16.1.1 Claims arising from the circumstances identified in paragraphs 3.2, 4.1, 4.2.2, 4.2.4, 6.4.2, 6.11.5.2, 6.17,
7.5, 8.6, 9.5, 10.4.2, 13.8, 15.1, 15.2, 15.3, or 15.4, or other occurrences or events, shall be made by Written Notice
delivered by the party making the Claim to the other party within thirty (30) calendar days after the start of the
occurrence or event giving rise to the Claim and stating the general nature of the Claim. Notice of the amount of
the Claim with supporting data shall be delivered within thirty (30) calendar days after Written Notice of Claim is
delivered by claimant and shall represent that the adjustment claimed covers all known amounts to which claimant
is entitled.
16.1.2 Within thirty(30)calendar days of receipt of notice of the amount of the Claim with supporting data, Owner's
Representative and the CONTRACTOR shall meet to discuss the Claim, after which an offer of settlement or
notification of no settlement offer will be made to claimant. If claimant is not satisfied with the proposal presented,
claimant shall have thirty (30) calendar days in which to:
.1 submit additional supporting data requested by the other party;
.2 modify the initial Claim; or
.3 request Alternative Dispute Resolution.
16.2 Alternative Dispute Resolution:
16.2.1 If a dispute exists concerning a Claim, the parties agree to use the following procedure prior to pursuing
any other available remedies. The OWNER reserves the right to include E/A as a party.
16.2.2 Negotiating with Previously Uninvolved Personnel: Either party may make a written request for a meeting
to be held between representatives of each party within fourteen (14) calendar days of the request or such later
period that the parties may agree to. Each party shall endeavor to include, at a minimum, one (1) previously
uninvolved senior level decision maker empowered to negotiate on behalf of their organization. The purpose of this
and subsequent meetings will be good faith negotiations of the matters constituting the dispute. Negotiations shall
be concluded within thirty(30)calendar days of the first meeting, unless mutually agreed otherwise. This step may
00700 04-2020 Page 41 General Conditions
Exhibit "B"
be waived by written agreement of both parties, in which event the parties may proceed directly to mediation as
described below.
16.2.3 Mediation:
16.2.3.1 If the procedure described in paragraph 16.2.2 proves unsuccessful or is waived pursuant to its terms,
the parties shall initiate the mediation process. The parties agree to select within thirty (30) calendar days one (1)
mediator trained in mediation skills, to assist with resolution of the dispute. The OWNER and the CONTRACTOR
agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated
to act as mediator. Nothing in this agreement prevents the parties from relying on the skills of a person who also
is trained in the subject matter of the dispute and/or a contract interpretation expert.
16.2.3.2 Mediation is a forum in which an impartial person, the mediator, facilitates communication between
parties to promote reconciliation, settlement, or understanding among them. The parties hereby agree that
mediation, at a minimum, shall provide for 1)conducting an on-site investigation, if appropriate, by the mediator for
fact-gathering purposes, 2) a meeting of all parties for the exchange of points of view and 3) separate meetings
between the mediator and each party to the dispute for the formulation of resolution alternatives. The parties agree
to participate in mediation in good faith for up to thirty(30)calendar days from the date of the first mediation session,
unless mutually agreed otherwise. Should the parties fail to reach a resolution of the dispute through mediation,
then each party is released to pursue other remedies available to them.
ARTICLE 17—RIGHT TO AUDIT
17.1 Right to Audit:
Whenever the OWNER enters into any type of contractual arrangement with the CONTRACTOR, then the
CONTRACTOR's "records" shall upon reasonable notice be open to inspection and subject to audit and/or
reproduction during normal business working hours. The OWNER's representative, or an outside representative
engaged by the OWNER, may perform such audits. The CONTRACTOR shall maintain all records relating to this
Agreement for four (4) years from the date of final payment under this Agreement, or until pending litigation has
been completely and fully resolved, whichever occurs later.
17.1.1 The OWNER shall have the exclusive right to examine the records of the CONTRACTOR. The term
"records"as referred to herein shall include any and all information, materials and data of every kind and character,
including without limitation records, books, papers, documents, contracts, schedules, commitments, arrangements,
notes, daily diaries, reports, drawings, receipts, vouchers and memoranda, and any and all other agreements,
sources of information and matters that may, in the OWNER's judgment, have any bearing on or pertain to any
matters, rights, duties or obligations under or covered by any contract document. Such records shall include (hard
copy, as well as computer-readable data if it can be made available), written policies and procedures, time sheets,
payroll registers, cancelled checks, personnel file data, correspondence, general ledger entries, and any other
record in the CONTRACTOR's possession which may have a bearing on matters of interest to the OWNER in
connection with the CONTRACTOR's dealings with the OWNER (all of the foregoing are hereinafter referred to as
"records"). In addition,the CONTRACTOR shall permit interviews of employees as well as agents, representatives,
vendors, subcontractors and other third parties paid by the CONTRACTOR to the extent necessary to adequately
permit evaluation and verification of the following:
a) The CONTRACTOR's compliance with contract requirements;
b) The CONTRACTOR's compliance with the OWNER'S business ethics policies; and
c) If necessary, the extent of the Work performed by the CONTRACTOR at the time of contract
termination.
17.1.2 The CONTRACTOR shall require all payees(examples of payees include subcontractors, insurance agents,
material suppliers, etc.) to comply with the provisions of this Article 17 by securing the requirements hereof in a
00700 04-2020 Page 42 General Conditions
Exhibit "B"
written agreement between the CONTRACTOR and payee. Such requirements include a flow-down right of audit
provision in contracts with payees that also apply to subcontractors and sub-subcontractors, material suppliers, etc.
The CONTRACTOR shall cooperate fully and shall require Related Parties and all of the CONTRACTOR's
subcontractors to cooperate fully in furnishing or in making available to the OWNER from time to time whenever
requested, in an expeditious manner, any and all such information, materials, and data.
17.1.3 The OWNER's authorized representative or designee shall have reasonable access to the CONTRACTOR's
facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the
performance of this Agreement, and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with this Article 17.
17.1.4 If an audit inspection or examination in accordance with this Article 17 discloses overpricing or overcharges
of any nature by the CONTRACTOR to the OWNER in excess of one-half of one percent(.5%) of the total contract
billings, then the reasonable actual cost of the OWNER's audit shall be reimbursed to the OWNER by the
CONTRACTOR. Any adjustments and/or payments,which must be made as a result of any such audit or inspection
of the CONTRACTOR's invoices and/or records, shall be made within a reasonable amount of time (not to exceed
90 days)from presentation of the OWNER's findings to the CONTRACTOR.
17.1.5 The CONTRACTOR shall take reasonable actions to prevent any actions or conditions which could result
in a conflict with the OWNER's best interests. These obligations shall apply to the activities of the CONTRACTOR's
employees, agents, subcontractors, etc. in their dealings and relations with the OWNER's current and former
employees and their relatives. For example,the CONTRACTOR's employees, agents or subcontractors should not
make or provide to be made any employment, gifts, extravagant entertainment, payments, loans or other
considerations to the OWNER's representatives, employees or their relatives.
17.1.6 It is also understood and agreed by the CONTRACTOR that any solicitation of gifts or any other item of
value by anyone representing the OWNER is to be reported within two (2) business working days to the OWNER
at the following telephone number: 512-218-5401. Failure to report any such solicitations or offers shall be deemed
a material breach of contract entitling the OWNER to pursue damages resulting from the failure to comply with this
provision.
ARTICLE 18—MISCELLANEOUS
18.1 Venue:
In the event of any suit at law or in equity involving the Contract, venue shall be in Williamson County, Texas and
the laws of the state of Texas shall apply to Contract interpretation and enforcement.
18.2 Extent of Agreement:
This Contract represents the entire and integrated agreement between the OWNER and the CONTRACTOR and
supersedes all prior negotiations, representations or agreements, either written or oral.
18.3 Cumulative Remedies:
The rights and remedies available to the parties are not to be construed in any way as a limitation of any rights and
remedies available to any or all of them which are otherwise imposed or available by laws or regulations, by special
warranty or guarantees or by other provisions of the Contract Documents, and the provisions of this paragraph will
be as effective as if repeated specifically in the Contract Documents in connection with each particular duty,
obligation, right and remedy to which they apply.
00700 04-2020 Page 43 General Conditions
Exhibit "B"
18.4 Severability:
If any word, phrase, clause, sentence or provision of the Contract, or the application of same to any person or set
of circumstances is for any reason held to be unconstitutional, invalid or unenforceable, that finding shall only effect
such word, phrase, clause, sentence or provision, and such finding shall not effect the remaining portions of this
Contract; this being the intent of the parties in entering into the Contract; and all provisions of the Contract are
declared to be severable for this purpose.
18.5 Independent Contractor
The Contract shall not be construed as creating an employer/employee relationship,a partnership,or a joint venture.
The CONTRACTOR's services shall be those of an independent contractor. The CONTRACTOR agrees and
understands that the Contract does not grant any rights or privileges established for employees of the OWNER.
18.6 Prohibition of Gratuities
The OWNER may, by Written Notice to the CONTRACTOR, terminate the Contract without liability if is determined
by the OWNER that gratuities were offered or given by the CONTRACTOR or any agent or representative of the
CONTRACTOR to any officer or employee of the OWNER with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to
the performing of such Contract. In the event the Contract is terminated by the OWNER pursuant to this provision,
the OWNER shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the
cost incurred by the CONTRACTOR in providing such gratuities.
18.7 Prohibition Against Personal Interest in Contracts
No officer, employee, independent consultant, or elected official of the OWNER who is involved in the development,
evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct
or indirect, in the Contract resulting from that solicitation. Any violation of this provision, with the knowledge,
expressed or implied, of the CONTRACTOR shall render the Contract voidable by the OWNER.
End of General Conditions
00700 04-2020 Page 44 General Conditions