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Contract - Environmental Improvements, Inc. - 4/27/2023 CITY OF ROUND ROCK BID COPY/ORIGINAL Utilities and Environmental Services ROUND ROCK TEXAS Project Manual For: Brushy Creek Regional Wastewater System-Clarifiers 1, 2-2023 Prepared By: City of Round Rock Utilities and Environmental Services 3400 Sunrise Road Round Rock,TX 78665 APPROVED BY CITY ATTORNEY TABLE OF CONTENTS Section Description No. of Pages 00300 Proposal 2 00500 Agreement 5 00600 Insurance& Construction Bond Forms Performance&Payment Bond Instructions 1 Insurance Instructions 1 00610 Performance Bond 2 00620 Payment Bond 2 00650 Certificate of Liability Insurance 2 00700 General Conditions 44 00800 Supplemental General Conditions 1 00900 Special Conditions 5 01000 Technical Specifications 4 02000 Plans, Details &Notes Maps 1 8-2016 Table of Contents 00090665 00200 SOLE SOURCE EXEMPTION LOCAL GOVERNMENT CODE 252.022(a)(7) PUBLIC HEALTH AND SAFETY EXEMPTION Chapter 252.022 of the Local Government, requiring competitive bidding for expenditures of more than $50,000.000, does not apply to an expenditure for: "(a)(7) a procurement of items that are available from only one source, including: (A) items that are only available from one source because of patents, copyrights, secret processes, or natural monopolies, (8) films, manuscripts, or books; (C) gas, water, and other utility services, (D) captive replacement parts or components for equipment, (E) books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and (F) management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits;" [See following page for Sole Source Letter.] 2607 N.Grandview Blvd.Suite 130 Waukesha,WI 53188 Phone:262-547-0141 evoQUA Fax:262-547-4120 Sole Source Letter Date: 02/17/2023 Company: City of Boerne,TX From: Gina Alberti Tel: 830-248-1538 Tel: 262-521-8511 Subject: Orbal Equipment—Quotation Fax: 262-521-8249 Email: Gina.Alberti@evoqua.com This document is to confirm that Evoqua Water Technologies, LLC is the sole source provider for the components originally supplied under Contract#16191, Orbal Aeration Equipment. Evoqua Water Technologies, LLC is the original O&M Manufacturer of these parts reflected on Quotation 2019-318515, and is the only source for the replacement parts. Environmental Improvements, Inc is the only authorized sales representative and parts provider for Evoqua Water Technologies, LLC. If I can be of further assistance or should you have any questions, please feel free to contact me. Sincerely, Gina Alberti 4-" D_ Evoqua Water Technologies, LLC. City of Round Rock Purchasing ROUND ROCK TEXAS Justification Form w.cw:...,ams�o.. 2/17/23 Department Date: Utilities and Environmental Services Name: To: Purchasing Requestor Allen Reich Name: Phone 512-218-6682 Number: Instructions: Complete this form for all purchases that will exceed $3,000 and will be exempted from competition as prescribed in Texas Local Government Code Chapter 252.022. Attach additional information as needed to support the exemption request. The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to be exempt for this procurement. This Justification Form is executed and filed with the Purchasing Division as follows: 1. The undersigned is authorized and certifies that the following exemption is applicable to this purchase. Please check the criteria listed below that applies to this purchase request: © Sole Source (check one) ©Items that are available from only one source because of patents, copyrights, secret process, or natural monopolies. El Films, manuscripts, or books. ❑Gas, water, and other utilities. ®Captive replacement parts or components for equipment. El Books, papers, and other library materials for a public library that are available only from the persons holding the exclusive rights to the materials. ❑ Goods Purchased for Subsequent Retail Sale o A procurement of goods being purchased for subsequent resale by the City. ❑ Public Calamity o A procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of a municipality. ❑ Public Health and Safety o A procurement necessary to preserve or protect the public health or safety of the municipality's residents. ❑ Unforeseen Damage o A procurement necessary because of unforeseen damage to public machinery, equipment, or other property. 11 Page ❑ Personal Professional or Planninq Services o A procurement of personal, professional, or planning services ❑ Other o Cite the applicable Texas Local Government Code Chapter 252 exemption in the justification box below. 2. Justification: Describe in detail below why an exemption according to Section 252.022 of the Local Government Code is being submitted for this purchase. (Attach additional pages if needed) The clarifiers are the end of the process at the wastewater plant. This is where the remaining solids in the water are removed before disinfection. There are a couple of clarifiers that are in need of serious overhauling. This is important to get done as failures in the clarifiers can result in serious environmental impacts. We will be using E12 to perform the services and install Evoqua equipment to match existing hardware so that all plant equipment remains uniform. E12 is the sole provider for this equipment. 3. Attach and submit the following documentation that supports this justification as applicable. • Vendor's proposal/quote. • If sole source a Manufacturer's letter declaring the purchase is sole source and why. The letter should be no older than 6 months old and signed by an authorized representative on company letterhead. 4. Because the above facts and supporting documentation the City of Round Rock exempts this procurement from LGC Chapter 252 and intends to contract with: Vendor Name: Environmental Improvements, Inc. Description: Rebuild two Envirex® Type H Tow-Bro® clarifiers 5. Check the purchase type and fill in the dollar amount and purchase term as applicable: 8 This is a one-time purchase request for $ 2,173,000 ❑ This is a term contract request for (# months) in the amount of$ Purchasing Office/ �2�22�2�23 Management Review: Purchaser/Purchasing Management (over$50,000) Date Approved by: Min Hea5(Feb 22,202311:47CST) 02/22/2023 Department Manager, Asst Director, or Director Date 21 Page 00300 Proposal environmentalE 2 improvements inc. Quotation P.O. Box 70 Buda, TX 78610 512/295-3733 Fax: 512/295-4028 February 8,2023 To: City of Round Rock Attn: Mr. David Freireich PROJECT: Rebuild two Envirex®Type H Tow-Bro® clarifiers Environmental Improvements is please to offer the removal and installation of two (2) Envirex® Type H center siphon-feed Tow-Bro® clarifier mechanisms with submerged sludge manifold and scraping, for installation in existing basins, 130' diameter x 15.95' SWD EQUIPMENT Equipment for each mechanism will consist of the following: • Pony truss type access bridge with '/4" HDG steel floor plate walkway, 2-rail handrail, center service platform and toe plate • Drive mechanism with micro-switch overload device and shear pin • Center column • Center drive cage • FEDWA influent energy dissipating baffles • Influent flocculation well with supports • Sludge collection manifold • One (1)unitube sludge collection header • Header support truss • One (1)truss arm with plow blades • Two (2) skimmer assemblies • Scum trough with submerged shelf extension and flushing device • Counterweights • One(1) 6-inch drain plug • Associated anchor bolts and attachment bolts CONTROLS Electrical controls consist of the two (2) micro-switches (one N.O. and one N.C.) in the drive mechanism overload device housing for high torque alarm and motor shut-down. • Chlorine troughs • Finish paint NOTE: Equipment delivery is 28-30 weeks once released for production. Scope of Work to be performed 1. Remove existing Envirex®Tow-Brow®mechanical components one clarifier at a time, dispose of the removed items. 2. Inspect the basin floor and center column pedestal (notify customer of any deficiencies) 3. If item two is fine, Install new Envirex® components. (Field erection will be required) 4. Replace NPW and c12 lines from the concrete wall out(no underground) 5. Replace electrical from concrete wall to center pier(no underground) 6. Re use lights, replace control panel 7. Insulate piping 8. Compete a factory required true plane 9. Grout drive and center pier 10. Start up and train on each drive This process should take around 30 days per clarifier. Two weeks of usage between clarifiers to ensure no issues before proceeding with the second. All work will be completed as per the manufacturer's recommendations Exceptions and comments All de-watering and cleaning are by others. Any concrete repairs are not included. Access to site is guaranteed by owner or his assigned agent. E12 is not responsible for damages to soils, grasses,pavement. underground electrical, or piping of any kind due to move in or out of heavy equipment. All work comes with a(1) one-year warranty from startup date. Any additional repairs required for system integrity that falls outside the scope of work described in the proposal will be discussed with the proper facility personnel and agreed upon in writing prior to any work performed. Price includes the following • Parts listed above • Field Service, for six persons • Travel expenses • Peridium and lodging Price for service as described above in this proposal for both clarifiers $ 2,173,000.00 Thank you for the opportunity to offer our services, /,� Greg Scott Service Manager 00500 AGREEMENT City of Round Rock,Texas Contract Forms Standard Form of Agreement: Section 00500 City of Round Rock, Texas Standard Form of Agreement between Owner and Contractor AGREEMENT made as of the 1Q ( )day of ti I OJA in the year 20 BETWEEN the Owner: City of Round Rock,Texas(hereafter"Owner"or"City") 221 East Main Street Round Rock,Texas 78664 and the Contractor Brian Phenegar ("Contractor") 1183 Brittmoore Road Ste 100 Houston,Texas 77043 The Project is described as: Brushy Creek Regional Wastewater System Clarifiers 1 2-2023 The Engineer is: Laton Carr 3400 Sunrise Road Round Rock Texas 78665 For and in consideration of the mutual terms, conditions and covenants of this Agreement and all accompanying documents between Owner and Contractor, the receipt and sufficiency of which are hereby acknowledged,Owner and Contractor agree as follows: ARTICLE I THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement,Conditions of the Contract(General,Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement;these form the Contract,and are as fully a part of the Contract as if attached to this Agreement or repeated herein.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements, either written or oral.An enumeration of the Contract Documents,other than Modifications,appears in Article 7. ARTICLE 2 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. 00500 4-2020 Page 1 of 5 Standard Form of Agreement 00443647 ARTICLE 3 DATE OF COMMENCEMENT;DATE OF SUBSTANTIAL COMPLETION;DATE OF FINAL COMPLETION 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a Notice to Proceed issued by Owner. 3.2 The Contract Time shall be measured from the date delineated in the Notice to 3.3 Proceed.Contractor shall commence Work within ten (19calendar days from the date delineated in the Notice to Proceed. 3.4 Contractor shall achieve Substantial Completion of the items of Work listed on Attachment A to this Agreement no later than N/A (N/A )calendar days from issuance by Owner of Notice to Proceed, and Contractor shall achieve Substantial Completion of the entire Work no later than one-hundred eighty (1�calendar days from issuance by Owner of Notice to Proceed,subject to adjustments of this Contract Time as provided in the Contract Documents. 3.5 If Contractor fails to achieve Substantial Completion of the Work(or any portion thereof)on or before the date(s)specified for Substantial Completion in the Agreement,Contractor shall pay to Owner,as liquidated damages, the sum of Five-Hundred Dollars and no cents and No/100 Dollars($ 500.00 ) for each calendar day that Substantial Completion is delayed after the date(s) specified for Substantial Completion. It is hereby agreed that the liquidated damages to which Owner is entitled hereunder are a reasonable forecast of just compensation for the harm that would be caused by Contractor's failure to achieve Substantial Completion of the Work(or any portion thereof)on or before the date(s)specified for Substantial Completion in the Agreement and is not a penalty. It is agreed that the harm that would be caused by such failure, which includes loss of expected use of the Project areas,provision of alternative storage facilities and rescheduling of moving and occupancy dates,is one that is incapable or very difficult of accurate estimation. It is hereby agreed that if Substantial Completion of the Work(or any portion thereof)is not achieved on or before thirty(30)days after the date(s) specified for Substantial Completion in the Agreement, the Owner shall have the option to either collect liquidated damages as set torth herein or to thereafter rely on its remedies under the Contract Documents and at law and in equity, including without limitation, the recovery of actual damages. The date(s) specified for Substantial Completion of the Work(or any portion thereof)in the Agreement shall be subject to adjustment as provided in the Contract Documents. 3.6 Contractor shall achieve Final Completion of the entire Work no later than two hundred ten ( 210 )calendar days from issuance by Owner of Notice to Proceed. ARTICLE 4 CONTRACT SUM 4.1 Owner shall pay Contractor the Contract Sum in current funds for Contractor's full and complete performance of the Work and all of Contractor's obligations under this Agreement. The Contract Sum shall be two million one hundred seventy three dollars and no cents ($ $2,173,000.00 ),subject to additions and deductions as provided in the Contract Documents. 4.2 Does the Contract Sum include alternates which are described in the Bid Form? No X _. Yes .If yes,please provide details below: 00500 4-2020 Page 2 of 5 Standard Form of Agreement 00443647 ARTICLE 5 PAYMENTS 5.1 PROGRESS PAYMENTS 5.1.1 Based upon Applications for Payment submitted to Engineer and Owner by Contractor,and Certificates for Payment issued by Engineer and not disputed by Owner and/or Owner's lender,Owner shall make progress payments on account of the Contract Sum to Contractor as provided below, in Article 14 of the General Conditions, and elsewhere in the Contract Documents. 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. 5.1.3 Provided that an Application for Payment is received by Engineer and Owner, and Engineer issues a Certificate of Payment not later than the tenth (10th) day of a month, Owner shall make payment to Contractor of amounts approved by the Owner not later than the tenth(10th)day of the next month. If an Application for Payment is received by Engineer and Owner after the application date fixed above,payment shall be made by Owner not later than one month after the Engineer issues a Certificate for Payment. The Owner shall not have any obligation to pay any amount covered by the Engineer's Certificate for Payment that is disputed by the Owner. 5.1.4 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 the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as Engineer and Owner may require.This schedule,unless objected to by Engineer or Owner, shall be used as a basis for reviewing Contractor's Applications for Payment. 5.1.5 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. 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as provided in Article 14 of the General Conditions. 5.1.7 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. 5.2 FINAL PAYMENT 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by Owner to Contractor when: .1 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; and .2 a final Certificate for Payment has been issued by Engineer and approved by the Owner. 5.2.2 Owner's final payment to Contractor shall be made no later than thirty (30) days after the issuance of Engineer's final Certificate for Payment. 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 6 TERMINATION OR SUSPENSION 6.1 The Contract may be terminated by Owner or Contractor as provided in Article 15 of the General Conditions. 00500 4-2020 Page 3 of 5 Standard Form of Agreement 00443647 6.2 The Work may be suspended by Owner as provided in Article 15 of the General Conditions. ARTICLE 7 ENUMERATION OF CONTRACT DOCUMENTS 7.1 The Contract Documents,except for Modifications issued after execution of this Agreement,are enumerated as follows: 7.1.1 The Agreement is this executed version of the City of Round Rock,Texas Standard Form of Agreement between Owner and Contractor,as modified. 7.1.2 The General Conditions are the "City of Round Rock Contract Forms 00700," General Conditions, as modified. 7.1.3 The Supplementary,Special,and other Conditions of the Contract are those contained in the Project Manual dated September 2023 7.1.4 The Specifications are those contained in the Project Manual dated September-2023 7.1.5 The Drawings,if any,are those contained in the Project Manual dated September2023 7.1.6 The Insurance&Construction Bond Forms of the Contract are those contained in the Project Manual dated September 2023 7.1.7 The Notice to Bidders,Instructions to Bidders,Bid Form,and Addenda,if any,are those contained in the Project Manual dated September 2023 7.1.8 If this Agreement covers construction involving federal funds, thereby requiring inclusion of mandated contract clauses, such federally required clauses are those contained in the "City of Round Rock Contract Forms 03000,"Federally Required Contract Clauses,as modified. 7.1.9 Other documents,if any,forming part of the Contract Documents are as follows: Proposal ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 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. 8.2 Owner's representative is: Laton Carr Principal Engineer 3400 Sunrise Road Round Rock,Texas 78665 8.3 Contractor's representative is: Brian Phenegar Environmental Improvements Partner 1183 Brittmoore Road Ste 100 Houston,Texas 77043 8.4 Neither Owner's nor Contractor's representative shall be changed without ten(10)days'written notice to the other party. 00500 4-2020 Page 4 of 5 Standard Form of Agreement 00443647 8.5 Waiver of any breach of this Agreement shall not constitute waiver of any subsequent breach. 8.6 Owner agrees to pay Contractor from available funds for satisfactory performance of this Agreement in accordance with the bid or proposal submitted therefor,subject to proper additions and deductions,all as provided in the General Conditions, Supplemental Conditions,and Special Conditions of this Agreement,and Owner agrees to make payments on account thereof as provided therein. Lack of funds shall render this Agreement null and void to the extent funds are not available. This Agreement is a commitment of City of Round Rock's current revenues only. 8.7 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 nor against either party. 8.8 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. 8.9 Both parties 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 an arbitration proceeding,including without limitation,any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute. 8.10 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. 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 Owner. OWNER CONTRACTOR CITY O ROUND CK EXAS Printed Na e: Printed Name: Brian Phenegar Title Title: Environmental Improvements Partner Date Signed: 10 2"o. Date Signed: on,a L/ AT EST: City lerk FOR CI ,APPROVED AS TO FORM: City Attorney 00500 4-2020 Page 5 Of 5 Standard Form of Agreement 00443647 00600 INSURANCE AND CONSTRUCTION BOND FORMS BONDS AND INSURANCE INSTRUCTIONS Instruction Sheet 1. Insurance Company must be licensed by State of Texas. 2. Agent signing bonds must be licensed in Texas. 3. Agent signing bonds must have Power of Attorney on behalf of insurance company. 4. If Agent signing bonds has Power of Attorney,but not licensed in Texas,then the bond must be counter-signed by Texas local recording agent. ALL THE ABOVE INFORMATION CAN BE FOUND AT Texas Department of Insurance website—www.tdi.state.tx.us 5. Make sure the dollar amount on both Performance and Payment Bonds match the amount of the Agreement& Bid Form Sheet. 6. Both Performance and Payment Bonds should be signed by Authorized Person. If the contractor is a corporation,then it should be signed by the President or the Vice- President. If the contractor is not incorporated,then it may be signed by the Owner. Please state the title of the authorized person. CERTIFICATE OF LIABILITY INSURANCE Instruction Sheet 1. CERTIFICATE OF LIABILITY INSURANCE FORM The City of Round Rock's Certificate of Liability Insurance form provided herein or a standard ACORD form. 2. PRODUCER and INSURED-Please list name,address,phone number and e-mail. 3. COMPANIES AFFORDING COVERAGE — TDI number required. The TDI number can be obtained from the Texas Dept of Insurance Website: http://www.tdi.state.tx.us/.—Company Lookup. Note:Exception to this rule.In certain instances where there is unusual risks involved,Surplus Lines Insurance Carriers can be used.Below are the guidelines: a. Insurance Company does not have to be"licensed in Texas",but they do have to be"eligible for a Texas license." Please verify with the Texas Dept of Insurance Website:http://www.tdi.state.tx.us/.—Company Lookup b. Policy has to be written by licensed surplus lines Agent. Also verify with the Texas Dept of Insurance Website:http://www.tdi.state.tx.us/-Agent Lookup 4. TYPES OF INSURANCE COVERAGE— CONSTRUCTION CONTRACT: Please double check the General Conditions and the Supplemental General Conditions for the types and amounts of insurance required. The Supplemental General Conditions usually state the following: a. Business Automobile Liability Insurance b. Workers'Compensation and Employers' Liability Insurance C. Commercial General Liability Insurance d. Builders' Risk Insurance— (Generally required for all"vertical"construction. Check with Project Manager for requirements.) FOR ALL OTHER CONTRACTS, PLEASE REFER TO THE INSURANCE SECTION FOR TYPE OF INSURANCE REQUIRED. (For example Engineering Service Contracts usually require"professional liability insurance".) 5. EFFECTIVE DATE&EXPIRATION DATE Please make sure dates are current. 6. City of Round Rock must be listed on the Certificate of Insurance as an additional insured(except Workers Compensation and Builders Risk). 7. Certificate must indicate that the insurance Company must give the City of Round Rock notice of any changes,cancellation, etc. at least thirty (30)days prior to date of change. 8. Make sure Certificate is signed by an Agent Licensed in the State of Texas, this can also be found on the Texas Department of Insurance website—www.tdi.state.tx.us—Agent Lookup. Bond No. CMS0352652 PERFORMANCE BOND THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § That Environmental Improvements,Inc. , of the City of Houston , County of Harris , and State of TX ,as Principal,and RLI Insurance Company authorized under the law of the State of Texas to act as surety on bonds for principals, are held and firmly bound unto the CITY OF ROUND ROCK,TEXAS (Owner),in the penal sum of Two Million One Hundred Seventy-Three Thousand and 001100 Dollars ($2,173,000.00 ) for the payment whereof, well and truly to be made the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns,jointly and severally,by these presents: WHEREAS,the Principal has entered into a certai written Agreement with the Owner dated the 18th day of July ,201 to which the Agreement is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein consisting of. City of Round Rock,TX,Rebuild Two Envirex Type H Two-Bro Clarifiers NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully perform said Agreement and shall, in all respects, duly and faithfully observe and perform all and singular the covenants, conditions and agreements in and by said Agreement, agreed and covenanted by the Principal to be observed and performed, including but not limited to, the repair of any and all defects in said work occasioned by and resulting from defects in materials furnished by or workmanship of,the Principal in performing the Work covered by said Agreement and occurring within a period of twelve (12) months from the date of Final Completion and all other covenants and conditions, according to the true intent and meaning of said Agreement and the Plans and Specifications hereto annexed,then this obligation shall be void; otherwise to remain in full force and effect; PROVIDED,HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253, Texas Government Code, as amended, and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter 2253 to the same extent as if it were copied at length herein. Page 1 40610 4-2020 Performance Bond 00443639 1 PERFORMANCE BOND (continued) Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement, or to the Work performed thereunder, or the Plans, Specifications, or drawings accompanying the same, shall in anywise affect its obligation on this bond,and it does hereby waive notice of any such change,extension of time,alteration or addition to the terms of the Agreement,or to the work to be performed thereunder. If Principal fails to faithfully perform said Agreement, Surety, after receipt of written notice of Principal's default,shall perform all of Principal's duties and obligations under the Agreement. If, within ten (10) days after receipt of such notice from Owner, Surety does not commence to complete the obligations of Principal with a contractor acceptable to Owner and diligently complete the performance of the Principal's duties and obligations,Owner shall have the right but not the obligation to have the duties and obligations of Principal performed. In such event,Surety shall pay to Owner, upon demand,all costs,expenses and damages sustained by Owner as a result of Principal's failure to perform its duties and obligations under the Agreement up to the $2,173,000.00 sum of this Performance Bond, plus all costs and expenses, including attorney's fees and expert and consultant fees incurred by Owner to enforce its rights under this Performance Bond. IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this 18th day of July ,2023 . Environmental ' ments Inc. RLI Insurance Company Principal ' Surety Kellie A. Meyer Printed Name Printed JName n By: I OZ N4 By: 0 Title: V Title: Attorney-in-Fact Address: 1183 Brittmoore Rd, Ste 100 Address: 9025 N. Lindbergh Dr. Houston,TX 77043 Peoria,IL 61615 Resi ent Agent of Surety: A )r —==Nt e Debra J. Scarborough Printed Name 444 W. 47th St., Ste 900 Street Address Kansas City, MO 64112 City, State&Zip Code Page 2 00610 4-2020 Performance Bond 00443639 PAYMENT BOND Bond No. CMS0352652 THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON § That Environmental Improvements, Inc. ,of the City of Houston , County of Harris , and State of TX ' as Principal,and RLI Insurance Company authorized under the laws of the State of Texas to act as Surety on Bonds for Principals,are held and firmly bound unto the CITY OF ROUND ROCK, TEXAS (OWNER), and all subcontractors, workers, laborers, mechanics and suppliers as their interest may appear, all of whom shall have the right to sue upon this bond, in the penal sum of Two Million One Hundred Seventy-Three Thousand and 00/100 Dollars($ 2,173,000.00 )for the payment whereof,well and truly be made the said Principal and Surety bind themselves and their heirs, administrators, executors, successors, and assigns,jointly and severally,by these presents: WHEREAS,the Principal has entered into a certain written Agreement with the Owner,dated the 18th day of July , 20'*to which Agreement is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein consisting of: City of Round Rock,TX,Rebuild Two Envirex Type H Two-Bro Clarifiers NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall well and truly pay all subcontractors,workers, laborers,mechanics, and suppliers, all monies to them owing by said Principals for subcontracts,work,labor,equipment,supplies and materials done and furnished for the construction of the improvements of said Agreement, then this obligation shall be and become null and void; otherwise to remain in full force and effect. PROVIDED, HOWEVER,that this bond is executed pursuant to the provisions of Chapter 2253, Texas Government Code, as amended, and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter 2253 to the same extent as if it were copied at length herein. Page 1 00620 04-2020 Paynwnt Bond 00437699 PAYMENT BOND(continued) Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement, or to the Work performed thereunder, or the plans, specifications or drawings accompanying the same shall in anywise affect its obligation on this bond,and it does hereby waive notice of any such change,extension of time, alteration or addition to the terms of the contract, or to the work to be performed thereunder. IN WITNESS WHEREOF,the said Principal and Surety have signed and sealed this Instrument this 18th day of July ' 2023 . Environmental I ements Inc. RLI Insurance Company PrinciSurety Kellie A. Meyer Printed Name Printed Name r By:�C V T/ Ati By: \�ok Title: Title: Attorney-in-Fact Address: 1183 Brittmoore Rd, Ste 100 Address: 9025 N. Lindbergh Dr. Houston,TX 77043 Peoria,IL 61615 Resident Agent of Surety: 6 P-"� 4inature Debra J. Scarborough Printed Name 444 W. 47th St., Ste 900 Street Address Kansas City, MO 64112 City, State&Zip Code Page 2 006201-2020 Payment Bond 00090656 POWER OF ATTORNEY RLI Insurance Company Contractors Bonding and Insurance Company 9025 N.Lindbergh Dr. Peoria,IL 61615 Phone: 800-645-2402 Know All Men by These Presents.- That resents.That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the approving officer if desired. That RLI Insurance Company and/or Contractors Bonding and Insurance Company, each an Illinois corporation, (separately and together,the"Company")do hereby make,constitute and appoint: Patrick T. Pribvl,Debra J. Scarboroueh Mary T.Flanigan.Christy M.Braile.Jeffrey C.Carey.Charissa D.Lecuver,C.Stephens Griggs, Tahitia M. Fry.Evan D. Sizemore.Charles R.Teter III,Rebecca S.Leal.Kellie A.Meyer.Veronica Lawyer,Lauren Scott.Hillary D. Shepard,Erin C.Lavin,iointly or severally in the City of Kansas City , State of Missouri its true and lawful Agent(s)and Attomey(s)in Fact,with full power and authority hereby conferred, to sign, execute, acknowledge and deliver for and on its behalf as Surety, in general,any and all bonds and undertakings in an amount not to exceed Twenty Five Million Dollars ( $25,000,000.00 )for any single obligation. The acknowledgment and execution of such bond by the said Attorney in Fact shall be as binding upon the Company as if such bond had been executed and acknowledged by the regularly elected officers of the Company. RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have each further certified that the following is a true and exact copy of a Resolution adopted by the Board of Directors of each such corporation,and is now in force,to-wit: "All bonds,policies,undertakings,Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President,Secretary,any Assistant Secretary,Treasurer,or any Vice President,or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds,policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds,policies,undertakings,Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have caused these presents to be executed by its respective Vice President with its corporate seal affixed this 7th day of April 2022 . ,,,,,.�., ��4�,,,,,,,,,,,,,,��� RLI Insurance Company \0o�*0 ANo fN' �yJ4"CE F"', Contractors Bonding and Insurance Company 6 oey .GQPpOk4r� O'R'�r6�;•[: SEAL a° _ : SEAL : By: s +_ Barron W..Davis Vice President of• tr State of Illinois o`g j°%�t�"„,,,INOt""' l " , } SS ' County of Peoria ) CERTIFICATE On this�7 h day of April 2022 before me, a Notary Public, I, the undersigned officer of RLI Insurance Company and/or personally appeared Barton W. Davis who being by me du]y sworn, Contractors Bonding and Insurance Company, do hereby certify acknowledged that he signed the above Power of Attorney as the aforesaid that the attached Power of Attorney is in full force and effect and is officer of the RLI Insurance Company and/or Contractors Bonding and irrevocable; and furthermore, that the Resolution of the Company as Insurance Company and acknowledged said instrument to be the voluntary set forth in the Power of Attorney, is now in force. In testimony act and deed of said corporation. whereof, I have hereunto set my hand and the seal of the RLI Insurance Company and/or Contractors Bonding and Insurance Company this lett, day of July 2023 By: noj� JRLI Insurance Company Catherine D.Glover Notary Public Contractors Bonding and Insurance Company CATHERINE D.GLOVER /1 OFFICIAL SEAL "LIC Notary Publk•state Of Illinois BY :: My Co +Expirm Jeffrey DUMP V vCorporate Secretary Mare 24 2024 24336740202/2 A0058D 19 Y 1 General Lines Agent Property and Casualty DEBRA J SCARBOROUGH 444 W 47TH ST STE 900 KANSAS CITY, MO 64112 is authorized to transact business as described above License No: 1126688 Issue Date: 01-07-2002 Expiration Date: 07-31-2024 Generated by Sircon 275190350 1EXAS IS HEREBY AUTHORIZED TO TRANSACT BUSINESS t IN ACCORDANCE TO THE LICENSE DESCRIPTION - DmwmaNT or I gwmAwt • i SHOWN BELOW: THIS IS TO CERTIFY THAT s @n� General Lines A X ,. 9 DEBRA J SCARBOROUGH Property and Casualty 444 W 47TH ST STE 900,KANSAS CITY,MO 64112 Issue Date:01-07-2002 Expiration Date:07-31-2024 LICENSE NUMBER: 1126688 Generated by SWc;Dn 275190350 RLI RLI e P.O.Box 39 7Company Texas Policyholder Notice P.O.Box 3967 Pcoria,Il.61612-3%7 Phone;309-692-1000 Fax:309-683-1610 TEXAS TEXAS IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener information o para presentar una queja: You may call RLI Insurance Company's toll free telephone Usted puede Ilamar al numero de telefono gratuito de RLI number for information or to make a complaint at 800-645-2402. Insurance Company para obtener information o para presenter una queja al 800-645-2402. You may also write to RLI Insurance Company at: Usted tambien puede escribir a RLI Insurance Company: 9025 N.Lindbergh Drive 9025 N.Lindbergh Drive Peoria,IL 61615 Peoria, IL 61615 FAX# 309-683-1610 FAX# 309-683-1610 You may contact the Texas Department of Insurance to obtain Usted puede comunicarse con el Departamento de Seguros de information on companies,coverages,rights or complaints at Texas para obtener information sobre companias,coberturas, 1-800-252-3439 derechos o quejas at 1-800-252-3439 You may also write the Texas Department of Insurance: Usted puede escribir at Departamento de Seguros de Texas a: P.O. Box 149104 P.O.Box 149104 Austin,TX 78714-9104 Austin,TX 78714-9104 Fax Number: (512)490-1007 Fax Number: (512)490-1007 Web:www,tdi.texas.pov Sitio web:www.tdi.texas.sov E-mail:ConsumerProtection@tdi.texas.gov E-mail:ConsumerProtection antdi.texas.Qov PREMIUM OR CLAIM DISPUTES: DISPUTAS POR PRIMAS DE SEGUROS O Should you have a dispute concerning your premium or about a RECLAMACIONES: claim,you should contact the agent first. If the dispute is not Si tiene una disputa relacionada con su prima de seguro o con resolved,you may contact the Texas Department of Insurance. reclamation,usted debe comunicarse con el agente primero. Si la disputa no es resuelta,puede comunicarse con el Departamento de ATTACH THIS NOTICE TO YOUR POLICY: Seguros de Texas. This notice is for information only and does not become a part or condition of the attached document. ADJUNTE ESTE AVISO A SU POLIZA: Este aviso es solamente para propositos informativos y no se convierte en parte o en condition del documento adjunto. UW 1042-S(08/15) M4201815 1 l ® DATE(MM/DDNYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 1/1/2025 5/20/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTAPRODUCER Lockton Companies NAME: -- 444 W.47th Street,Suite 900 PHONE FA( ,No): Kansas City MO 64112-1906 EMAIL (816)960-9000 ADDRESS: kcasu@lockton.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:The Charter Oak Fire Insurance Company 25615 INSURED VESSCO MIDCO HOLDINGS,LLC INSURER B:The Travelers Indemnity Company of Connecticut 25682 1484349 8217 UPLAND CIRCLE INSURER C:Travelers Property Casualty Company of America 25674 CHANHASSEN MN 55317 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 20593559 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE J=SUER wvp POLICY NUMBER MMIDD EFF POLICY EXP LIMITS LTR A X COMMERCIAL GENERAL LIABILITY y Y 630-8T447641 1/1/2024 1/1/2025 EACH OCCURRENCE $ 11000,000 DAMAGE TO CLAIMS-MADE Fx_]OCCUR PREMISES EaEoccurrence) $ 1,000,000 X CONTRACTUAL LIAB MED EXP(Any one person) $ 5,000 X XCU COVERAGE INCL PERSONAL SADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000,000 RPOLICY FX JECT ❑X LOC PRODUCTS-COMP/OP AGG $ 2.000,000 X OTHER:$l OM TOTAL AGG $ B AUTOMOBILE LIABILITY y y 810-8T447604 1/1/2024 1/1/2025 Ea BINEDtSINGLE LIMIT $ 1'000 000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXX� X AUTOS ONLY AUTOS ROPERTY X HIRED X NON-OWNED P $ XXXX� AUTOS 1ONLY AUTOS ONLY Per acdDAMAGE dent $ XXXXXXX C X UMBRELLA LIAR X OCCUR Y Y CUP-8T520916 1/1/2024 1/1/2025 EACH OCCURRENCE $ 15,000,000 EXCESS LIAB CLAMS-MADE AGGREGATE $ 15,000,000 DED I X I RETENTION$ 10,000 $ XXXXXXX WORKERS COMPENSATION C AND EMPLOYERS'LIABILITY Y UB-8T447769 1/1/2024 1/1/2025 X I STATUTE I JE04H C ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N AOS Except;AK,OH,WY,ND,WA E.L.EACH ACCIDENT $ 1,000,000 ❑N N/A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Round Rock ARE ADDITIONAL INSURED ON GENERAL LIABILITY,AUTO LIABILITY AND UMBRELLA/EXCESS LIABILITY,ON A PRIMARY,NON-CONTRIBUTORY BASIS,IF REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSURED APPLIES ON GENERAL LIABILITY,AUTO LIABILITY, UMBRELLA/EXCESS LIABILITY,AND WORKERS COMPENSATION/EMPLOYER'S LIABILITY,IF REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BY LAW. COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY.FOR CANCELLATION FOR ANY REASON OTHER THAN NONPAYMENT OF PREMIUM,THE INSURER(S)WILL SEND 30 DAYS NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20593559 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY MANAGER ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF ROUND ROCK 221 E.MAIN STREET AUTHORIZED REPRESENTA ROUND ROCK TX 78664 /P1 ©1988 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D583998 Certificate ID:20593559 630-8T447641 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II -WHO IS AN (a)The Additional Insured—Owners, Les- INSURED: sees or Contractors- Scheduled Person or Any person or organization that: Organization endorsement CG 20 10 07 a. You agree in a written contract or agreement to 04 or CG 20 10 04 13, the Additional include as an additional insured on this Coverage Insured—Owners, Lessees or Contrac- Part; and tors—Completed Operations endorse- ment CG 20 37 07 04 or CG 20 37 04 13, b. Has not been added as an additional insured for or both of such endorsements with either the same project by attachment of an endorse- of those edition dates; or ment under this Coverage Part which includes (b) Either or both of the following:the Addi- such person or organization in the endorsement's tional Insured—Owners, Lessees or Con- schedule; tractors- Scheduled Person Or Organi- is an insured, but: zation endorsement CG 20 10, or the Ad- a. Only with respect to liability for"bodily injury"or ditional Insured—Owners, Lessees or "property damage"that occurs, or for"personal Contractors—Completed Operations en- injury"caused by an offense that is committed, dorsement CG 20 37, without an edition subsequent to the signing of that contract or date of such endorsement specified; agreement and while that part of the contract or the person or organization is an additional in- agreement is in effect; and sured only if the injury or damage is caused, in b. Only as described in Paragraph (1), (2)or(3)be- whole or in part, by acts or omissions of you or low, whichever applies: your subcontractor in the performance of"your (1) If the written contract or agreement specifically work"to which the written contract or requires you to provide additional insured agreement applies; or coverage to that person or organization by (3) If neither Paragraph (1) nor(2)above applies: the use of: (a)The person or organization is an additional (a)The Additional Insured—Owners, Les- insured only if, and to the extent that, the sees or Contractors—(Form B)endorse- injury or damage is caused by acts or ment CG 20 10 11 85; or omissions of you or your subcontractor (b) Either or both of the following: the Additional in the performance of"your work"to which Insured—Owners, Lessees or Contractors the written contract or agreement applies; - Scheduled Person Or Organization and endorsement CG 20 10 10 01, or the (b) Such person or organization does not Additional Insured—Owners, Lessees or qualify as an additional insured with re- Contractors—Completed Operations spect to the independent acts or omis- endorsement CG 20 37 10 01; sions of such person or organization. the person or organization is an additional The insurance provided to such additional insured is insured only if the injury or damage arises out subject to the following provisions: of"your work"to which the written contract or a. If the Limits of Insurance of this Coverage Part agreement applies; shown in the Declarations exceed the minimum (2) If the written contract or agreement specifically limits required by the written contract or agree- requires you to provide additional insured ment, the insurance provided to the additional coverage to that person or organization by the insured will be limited to such minimum required use of: limits. For the purposes of determining whether CG D6 04 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Attachment Code: D583998 Certificate ID: 20593559 COMMERCIAL GENERAL LIABILITY this limitation applies, the minimum limits required result in a claim. To the extent possible, such by the written contract or agreement will be con- notice should include: sidered to include the minimum limits of any Um- (a) How,when and where the "occurrence"or brella or Excess liability coverage required for the offense took place; additional insured by that written contract or (b)The names and addresses of any injured agreement. This provision will not increase the persons and witnesses; and limits of insurance described in Section III—Limits Of Insurance. (c)The nature and location of any injury or b. The insurance provided to such additional insured damage arising out of the "occurrence"or does not apply to: offense. ( ) y y1 An "bodily injury", "property g damage" or (2) If a claim is made or"suit" is brought against the "personal injury"arising out of the providing, or additional insured: failure to provide, any professional archi- (a) Immediately record the specifics of the tectural, engineering or surveying services, claim or"suit"and the date received; and including: (b) Notify us as soon as practicable and see to (a)The preparing, approving, or failing to it that we receive written notice of the claim prepare or approve, maps, shop drawings, or"suit" as soon as practicable. opinions, reports, surveys, field orders or (3) Immediately send us copies of all legal papers change orders, or the preparing, received in connection with the claim or"suit", approving, or failing to prepare or approve, cooperate with us in the investigation or drawings and specifications; and settlement of the claim or defense against the (b)Supervisory, inspection, architectural or "suit", and otherwise comply with all policy engineering activities. conditions. (2)Any"bodily injury" or"property damage" (4)Tender the defense and indemnity of any claim caused by"your work"and included in the or"suit"to any provider of other insurance "products-completed operations hazard" un- which would cover such additional insured for less the written contract or agreement specifi- a loss we cover. However, this condition does cally requires you to provide such coverage for not affect whether the insurance provided to that additional insured during the policy period. such additional insured is primary to other c. The additional insured must comply with the fol- insurance available to such additional insured lowing duties: which covers that person or organization as a (1)Give us written notice as soon as practicable of named insured as described in Paragraph 4., an "occurrence"or an offense which may Other Insurance, of Section IV—Commercial General Liability Conditions. Page 2 of 2 ©2017 The Travelers Indemnity Company.All rights reserved. CG D6 04 02 19 Attachment Code:D583998 Certificate ID:20593559 Attachment Code: D586169 Certificate ID:20593559 COMMERCIAL GENERAL LIABILITY 630-8T447641 c. Method Of Sharing a. The statements in the Declarations are accurate If all of the other insurance permits contribution and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon your limit of insurance or none of the loss remains, representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares,we will contribute upon in issuing this policy will not prejudice your rights by limits. Under this method, each insurers under this insurance. However,this provision does share is based on the ratio of its applicable limit not affect our right to collect additional premium or to of insurance to the total applicable limits of exercise our rights of cancellation or nonrenewal in insurance of all insurers. accordance with applicable insurance laws or d. Primary And Non-Contributory Insurance If regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on a Coverage Part to the first Named Insured, this primary basis, or a primary and noncontributory insurance applies: basis, this insurance is primary to other insurance that is available to such insured which covers a. As if each Named Insured were the only Named such insured as a named insured, and we will not Insured; and share with that other insurance, provided that: b. Separately to each insured against whom claim (1)The"bodily injury"or"property damage"for is made or"suit'is brought. which coverage is sought occurs; and 8. Transfer Of Rights Of Recovery Against Others To (2)The"personal and advertising injury"for Us which coverage is sought is caused by an If the insured has rights to recover all or part of any offense that is committed; payment we have made under this Coverage Part, subsequent to the signing of that contract or those rights are transferred to us.The insured must agreement by you. do nothing after loss to impair them.At our request, the insured will bring "suit'or transfer those rights to 5. Premium Audit us and help us enforce them. a. We will compute all premiums for this Coverage g.When We Do Not Renew Part in accordance with our rules and rates. If we decide not to renew this Coverage Part, we will b. Premium shown in this Coverage Part as mail or deliver to the first Named Insured shown in the advance premium is a deposit premium only.At Declarations written notice of the nonrenewal not less the close of each audit period we will compute the than 30 days before the expiration date. earned premium for that period and send notice to the first Named Insured.The due date for audit If notice is mailed, proof of mailing will be sufficient and retrospective premiums is the date shown as proof of notice. the due date on the bill. If the sum of the SECTION V- DEFINITIONS advance and audit premiums paid for the policy 1. "Advertisement'means a notice that is broadcast or period is greater than the earned premium,we published to the general public or specific market will return the excess to the first Named Insured. segments about your goods, products or services for c.The first Named Insured must keep records of the the purpose of attracting customers or supporters. information we need for premium computation, For the purposes of this definition: and send us copies at such times as we may a. Notices that are published include material request. placed on the Internet or on similar electronic 6. Representations means of communication; and By accepting this policy, you agree: b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Attachment Code: D586169 Certificate ID:20593559 COMMERCIAL GENERAL LIABILITY 630-8T447641 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR MANUFACTURERS AND WHOLESALERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE-This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, A. Who Is An Insured—Unnamed Subsidiaries H. Blanket Additional Insured — Governmental B. Who Is An Insured—Employees And Volunteer Entities—Permits Or Authorizations Relating To Workers- Bodily Injury To Co-Employees And Co- Operations Volunteer Workers I. Blanket Additional Insured — Grantors Of C. Who Is An Insured—Newly Acquired Or Formed Franchises Limited Liability Companies J. Incidental Medical Malpractice D. Blanket Additional Insured—Broad Form Vendors K. Medical Payments—Increased Limit E. Blanket Additional Insured—Controlling Interest L. Blanket Waiver Of Subrogation F. Blanket Additional Insured—Mortgagees, M. Contractual Liability—Railroads Assignees, Successors Or Receivers G. Blanket Additional Insured — Governmental Entities—Permits Or Authorizations Relating To Premises PROVISIONS A. WHO IS AN INSURED - UNNAMED a. Before you maintained an ownership interest SUBSIDIARIES of more than 50% in such subsidiary; or The following is added to SECTION II -WHO IS b. After the date, if any, during the policy period AN INSURED: that you no longer maintain an ownership Any of your subsidiaries, other than a partnership interest of more than 50% in such subsidiary. or joint venture, that is not shown as a Named For purposes of Paragraph 1. of Section II—Who Insured in the Declarations is a Named Insured if: Is An Insured, each such subsidiary will be a. You are the sole owner of, or maintain an deemed to be designated in the Declarations as: ownership interest of more than 50% in, such subsidiary on the first day of the policy period; a. A limited liability company; and b. An organization other than a partnership,joint b. Such subsidiary is not an insured under similar venture or limited liability company; or other insurance. No such subsidiary is an insured for"bodily injury" c. A trust; or"property damage"that occurred, or"personal as indicated in its name or the documents that and advertising injury" caused by an offense govern its structure. committed: CG D4 58 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission Attachment Code: D586169 Certificate ID: 20593559 COMMERCIAL GENERAL LIABILITY B. WHO IS AN INSURED - EMPLOYEES AND a. A limited liability company; VOLUNTEER WORKERS-BODILY INJURY TO b. An organization, other than a partnership, CO-EMPLOYEES AND CO-VOLUNTEER joint venture or limited liability company; WORKERS or The following is added to Paragraph 2.a.(1)of c. A trust; SECTION II -WHO IS AN INSURED: as indicated in its name or the documents that Paragraphs (1)(a), (b)and (c)above do not apply to"bodily injury"to a co-"employee"while in the govern its structure. course of the co-"employee's"employment by you D. BLANKET ADDITIONAL INSURED-BROAD FORM or performing duties related to the conduct of your VENDORS business, or to"bodily injury"to your other The following is added to SECTION II-WHO IS AN "volunteer workers"while performing duties related to the conduct of your business. INSURED: C.WHO IS AN INSURED- NEWLY ACQUIRED OR Any person or organization that is a vendor and FORMED LIMITED LIABILITY COMPANIES that you have agreed in a written contract or agreement to include as an additional insured on The following replaces Paragraph 3. of SECTION II this Coverage Part is an insured, but only with -WHO IS AN INSURED: respect to liability for"bodily injury" or"property 3.Any organization you newly acquire or form, damage"that: other than a partnership or joint venture, and of a. Occurs subsequent to the signing of that which you are the sole owner or in which you contract or agreement; and maintain an ownership interest of more than b. Arises out of "your products" that are 50%, will qualify as a Named Insured if there is distributed or sold in the regular course of such no other similar insurance available to that vendors business. organization. However: a. Coverage under this provision is afforded The insurance provided to such vendor is subject only: to the following provisions: (1) Until the 180th day after you acquire or a. The limits of insurance provided to such form the organization or the end of the vendor will be the minimum limits that you policy period, whichever is earlier, if agreed to provide in the written contract or you do not report such organization in agreement, or the limits shown in the writing to us within 180 days after you Declarations, whichever are less. acquire or form it; or b. The insurance provided to such vendor does (2) Until the end of the policy period, when not apply to: that date is later than 180 days after (1)Any express warranty not authorized by you acquire or form such organization, you or any distribution or sale for a if you report such organization in purpose not authorized by you; writing to us within 180 days after you acquire or form it; (2)Any change in "your products" made by b. Coverage A does not apply to"bodily injury" such vendor; or"property damage"that occurred before (3) Repackaging, unless unpacked solely for you acquired or formed the organization; the purpose of inspection, demonstration, and testing, or the substitution of parts under c. Coverage B does not apply to"personal and instructions from the manufacturer, and advertising injury"arising out of an offense then repackaged in the original container; committed before you acquired or formed (4)Any failure to make such inspections, the organization. adjustments, tests or servicing as vendors For the purposes of Paragraph 1. of Section II agree to perform or normally undertake to —Who Is An Insured, each such organization perform in the regular course of business, will be deemed to be designated in the in connection with the distribution or sale of Declarations as: "your products"; Page 2 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission Attachment Code: D586169 Certificate ID: 20593559 COMMERCIAL GENERAL LIABILITY (5) Demonstration, installation, servicing or liability as mortgagee, assignee, successor or repair operations, except such operations receiver for"bodily injury", "property damage" or performed at such vendor's premises in "personal and advertising injury"that: connection with the sale of"your a. Is "bodily injury"or"property damage"that products"; or occurs, or is"personal and advertising injury" (6)"Your products"that, after distribution or caused by an offense that is committed, sale by you, have been labeled or subsequent to the signing of that contract or relabeled or used as a container, part or agreement; and ingredient of any other thing or substance b. Arises out of the ownership, maintenance or by or on behalf of such vendor. use of the premises for which that mortgagee, Coverage under this provision does not apply to: assignee, successor or receiver is required a. Any person or organization from whom you under that contract or agreement to be have acquired "your products", or any included as an additional insured on this ingredient, part or container entering into, Coverage Part. accompanying or containing such products; The insurance provided to such mortgagee, or assignee, successor or receiver is subject to the b. Any vendor for which coverage as an following provisions: additional insured specifically is scheduled by a. The limits of insurance provided to such endorsement. mortgagee, assignee, successor or receiver E. BLANKET ADDITIONAL INSURED will be the minimum limits that you agreed to provide in the written contract or agreement, or CONTROLLING INTEREST the limits shown in the Declarations, whichever 1. The following is added to SECTION II -WHO IS are less. AN INSURED: b. The insurance provided to such person or Any person or organization that has financial organization does not apply to: control of you is an insured with respect to (1)Any"bodily injury"or"property damage" liability for"bodily injury", "property damage" or that occurs, or any"personal and "personal and advertising injury"that arises out advertising injury"caused by an offense of: that is committed, after such contract or a. Such financial control; or agreement is no longer in effect; or b. Such person's or organization's (2)Any"bodily injury", "property damage" or ownership, maintenance or use of "personal and advertising injury"arising premises leased to or occupied by you. out of any structural alterations, new The insurance provided to such person or construction or demolition operations organization does not apply to structural performed by or on behalf of such alterations, new construction or demolition mortgagee, assignee, successor or operations performed by or on behalf of such receiver. person or organization. G. BLANKET ADDITIONAL INSURED - 2. The following is added to Paragraph 4. of GOVERNMENTAL ENTITIES- PERMITS OR SECTION II -WHO IS AN INSURED: AUTHORIZATIONS RELATING TO PREMISES This paragraph does not apply to any premises The following is added to SECTION II -WHO IS owner, manager or lessor that has financial AN INSURED: control of you. Any governmental entity that has issued a permit or F. BLANKET ADDITIONAL INSURED - authorization with respect to premises owned or MORTGAGEES, ASSIGNEES, SUCCESSORS occupied by, or rented or loaned to, you and that OR RECEIVERS you are required by any ordinance, law, building code or written contract or agreement to include The following is added to SECTION II - WHO IS as an additional insured on this Coverage Part is an AN INSURED: insured, but only with respect to liability for"bodily Any person or organization that is a mortgagee, injury", "property damage"or"personal and assignee, successor or receiver and that you have advertising injury"arising out of the existence, agreed in a written contract or agreement to ownership, use, maintenance, repair, include as an additional insured on this Coverage construction, erection or removal of any of the Part is an insured, but only with respect to its following for which that governmental entity has CG D4 58 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 Of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission Attachment Code: D586169 Certificate ID: 20593559 COMMERCIAL GENERAL LIABILITY issued such permit or authorization: advertising signs, services",first aid or"Good Samaritan awnings, canopies, cellar entrances, coal holes, services"to a person, unless you are in the driveways, manholes, marquees, hoist away business or occupation of providing openings, sidewalk vaults, elevators, street banners professional health care services. or decorations. 2.The following replaces the last paragraph of H BLANKET ADDITIONAL INSURED - Paragraph 2.a.(1)of SECTION II-WHO IS AN GOVERNMENTAL ENTITIES - PERMITS OR INSURED: AUTHORIZATIONS RELATING TO OPER- Unless you are in the business or occupation ATIONS of providing professional health care services, The following is added to SECTION II -WHO IS AN Paragraphs (1)(a), (b), (c)and (d)above do not INSURED: apply to"bodily injury"arising out of providing Any governmental entity that has issued a permit or or failing to provide: authorization with respect to operations performed (a)"Incidental medical services" by any of your by you or on your behalf and that you are required "employees"who is a nurse, nurse assistant, by any ordinance, law, building code or written emergency medical technician, paramedic, contract or agreement to include as an additional athletic trainer, audiologist, insured on this Coverage Part is an insured, but dietician, nutritionist, occupational only with respect to liability for"bodily injury", "property damage"or"personal and advertising therapist or occupational therapy assistant, injury"arising out of such operations. physical therapist or speech-language The insurance provided to such governmental entity pathologist; or does not apply to: (b) First aid or"Good Samaritan services"by a. Any "bodily injury", "property damage" or any of your"employees"or"volunteer "personal and advertising injury"arising out of workers", other than an employed or volunteer doctor.Any such "employees"or operations performed for the governmental "volunteer workers"providing or failing to entity; or provide first aid or"Good Samaritan b. Any "bodily injury" or "property damage" services"during their work hours for you will included in the"products-completed operations be deemed to be acting within the scope of hazard". their employment by you or performing duties I. BLANKET ADDITIONAL INSURED related to the conduct of your business. GRANTORS OF FRANCHISES 3. The following replaces the last sentence of The following is added to SECTION II -WHO IS AN Paragraph 5. of SECTION III - LIMITS OF INSURED: INSURANCE: Any person or organization that grants a franchise For the purposes of determining the to you is an insured, but only with respect to liability applicable Each Occurrence Limit, all related for"bodily injury", "property damage" or"personal acts or omissions committed in providing or and advertising injury"arising out of your failing to provide"incidental medical operations in the franchise granted by that person services",first aid or"Good Samaritan or organization. services"to any one person will be deemed to be one"occurrence". If a written contract or agreement exists between you and such additional insured,the limits of 4.The following exclusion is added to Paragraph insurance provided to such insured will be the 2., Exclusions, of SECTION I COVERAGES minimum limits that you agreed to provide in the -COVERAGE A- BODILY INJURY AND written contract or agreement, or the limits shown PROPERTY DAMAGE LIABILITY: in the Declarations, whichever are less. Sale Of Pharmaceuticals J. INCIDENTAL MEDICAL MALPRACTICE "Bodily injury"or"property damage"arising out 1.The following replaces Paragraph b.of the of the violation of a penal statute or ordinance definition of "occurrence" in the relating to the sale of pharmaceuticals committed by, or with the knowledge or DEFINITIONS Section: consent of,the insured. b.AyagoTtoop?oi p'�Rggttt%Ypal8gidinq or Page 4 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission Attachment Code: D586169 Certificate ID:20593559 COMMERCIAL GENERAL LIABILITY 5. The following is added to the DEFINITIONS a. $10,000; or Section: b. The amount shown in the Declarations of "Incidental medical services" means: this Coverage Part for Medical Expense a. Medical, surgical, dental, laboratory, x-ray Limit. or nursing service or treatment, advice or L. BLANKET WAIVER OF SUBROGATION instruction, or the related furnishing of food The following is added to Paragraph 8.,Transfer Of or beverages; or Rights Of Recovery Against Others To Us, of b. The furnishing or dispensing of drugs or SECTION IV-COMMERCIAL GENERAL LIABILITY medical, dental, or surgical supplies or CONDITIONS: appliances. If the insured has agreed in a contract or 6.The following is added to Paragraph 4.b., agreement to waive that insured's right of recovery Excess Insurance, of SECTION IV - against any person or organization, we waive our COMMERCIAL GENERAL LIABILITY right of recovery against such person or CONDITIONS: organization, but only for payments we make This insurance is excess over any valid and because of: collectible other insurance, whether primary, a. "Bodily injury"or"property damage"that occurs; excess, contingent or on any other basis, that or is available to any of your"employees"for "bodily injury"that arises out of providing or b. "Personal and advertising injury" caused by an failing to provide "incidental medical services" offense that is committed; to any person to the extent not subject to subsequent to the execution of the contract or Paragraph 2.a.(1)of Section II—Who Is An agreement. Insured. M. CONTRACTUAL LIABILITY-RAILROADS K. MEDICAL PAYMENTS- INCREASED LIMIT 1.The following replaces Paragraph c.of the The following replaces Paragraph 7.of SECTION definition of "insured contract" in the III-LIMITS OF INSURANCE: DEFINITIONS Section: 7. Subject to Paragraph 5. above, the Medical c.Any easement or license agreement; Expense Limit is the most we will pay under 2. Paragraph f.(1)of the definition of"insured Coverage C for all medical expenses because contract" in the DEFINITIONS Section is of"bodily injury"sustained by any one person, deleted. and will be the higher of: CG D4 58 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission Attachment Code:D586812 Certificate ID:20593559 TERM: 1/1/2024 POLICY NUMBER: 630-8T447641, 810-8T447604, CUP-8T520916 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Attachment Code:D586274 Certificate ID: 20593559 810-8T447604 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS B. BLANKET ADDITIONAL INSURED OF USE— INCREASED LIMIT I. PHYSICAL DAMAGE —TRANSPORTATION C. EMPLOYEE HIRED AUTO EXPENSES— INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS— INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO— LIMITED WORLDWIDE COV- LOSS ERAGE — INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent thatThe following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II —COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 50% 1. The following is added to Paragraph A.1., or more ownership interest and that is not Who Is An Insured, of SECTION II —COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured"while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. r�4 t 'drtR�r�9h� r ,)yvy& tyiorming B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in Who Is An Insured, of SECTION II —COVERED B.5., Other Insurance, of SECTION IV— AUTOS LIABILITY COVERAGE: BUSINESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Coverage, a written contract or agreement between you and the following are deemed to be covered that person or organization, that is signed and "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, "property damage" occurs and that is in effect hire, rent or borrow; and during the policy period, to be named as an addi- (2)Any covered "auto" hired or rented by tional insured is an "insured"for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Attachment Code: D586274 Certificate ID: 20593559 COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions of However, any"auto"that is leased, hired, the United States of America, Puerto Rico rented or borrowed with a driver is not a and Canada: covered "auto". (i)You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured"against, and investigate or set- tle any such claim or"suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II —COVERED AUTOS tions. LIABILITY COVERAGE: (ii) Neither you nor any other involved Any"employee"of yours is an "insured"while us- "insured" will make any settlement ing a covered "auto"you don't own, hire or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii) We may, at our discretion, participate in defending the "insured" against, or LIMITS in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II —COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" ITY COVERAGE: sums that the "insured" legally must for (2) Up to $3,000 for cost of bail bonds (in- ,bodily injuryor "property as damages because of cluding bonds for related traffic law viola- damage" to which this insurance tions) required because of an "accident" we cover. We do not have to furnish these applies, that the "insured" pays bonds. with our consent, but only up to 2. The following replaces Paragraph A.2.a.(4), the limit described in Paragraph of SECTION II —COVERED AUTOS LIABIL- CE,CLiimiitts�Of Insurance, of ITY COVERAGE: LIABILITY I�OVERAGED AUTOS (4) All reasonable expenses incurred by the (v)We will reimburse the "insured" for the "insured" at our request, including actual reasonable expenses incurred with loss of earnings up to $500 a day be- our consent for your investigation of cause of time off from work. such claims and your defense of the "insured" against any such "suit", but F. HIRED AUTO— LIMITED WORLDWIDE COV- only up to and included within the limit ERAGE— INDEMNITY BASIS described in Paragraph C., Limits Of The following replaces Subparagraph (5) in Para- Insurance, of SECTION II — graph B.7., Policy Period, Coverage Territory, of COVERED AUTOS LIABILITY SECTION IV—BUSINESS AUTO CONDITIONS: COVERAGE, and not in addition to (5)Anywhere in the world, except any country or such limit. Our duty to make such jurisdiction while any trade sanction, embargo, payments ends when we have used or similar regulation imposed by the United up the applicable limit of insurance in States of America applies to and prohibits the payments for damages, settlements transaction of business with or within such or defense expenses. country or jurisdiction, for Covered Autos (b) This insurance is excess over any valid Liability Coverage for any covered "auto"that and collectible other insurance available to you lease, hire, rent or borrow without a driver the "insured" whether primary, excess, for a period of 30 days or less and that is not contingent or on any other basis. an "auto" you lease, hire, rent or borrow from (c) This insurance is not a substitute for re- any of your"employees", partners (if you are a quired or compulsory insurance in any partnership), members (if you are a limited country outside the United States, its ter- liability company) or members of their ritories and possessions, Puerto Rico and households. Canada. Page 2 of 4 2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Attachment Code: D586274 Certificate ID: 20593559 COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such country This coverage applies only in the event of a total up to the minimum limits required by local theft of your covered "auto". law. Your failure to comply with compulsory No deductibles apply to this Personal Property insurance requirements will not invalidate coverage. the coverage afforded by this policy, but we will only be liable to the same extent we K. AIRBAGS would have been liable had you complied The following is added to Paragraph B.3., Exclu- with the compulsory insurance sions, of SECTION III—PHYSICAL DAMAGE requirements. COVERAGE: (d) It is understood that we are not an admitted Exclusion 3.a. does not apply to'loss"to one or or authorized insurer outside the United more airbags in a covered "auto"you own that in- States of America, its territories and flate due to a cause other than a cause of"loss" possessions, Puerto Rico and Canada. We set forth in Paragraphs A.1.b. and A.1.c., but assume no responsibility for the furnishing only: of certificates of insurance, or for a. If that"auto" is a covered "auto"for Compre- compliance in any way with the laws of hensive Coverage under this policy; other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III—PHYSICAL DAMAGE We will pay up to a maximum of$1,000 for any one COVERAGE: 'loss". No deductible for a covered "auto"will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE—LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para tive prompt notice of the "accident' or"loss"ap- graph AA.b., Loss Of Use Expenses, of SEC plies only when the "accident'or"loss" is known TION III —PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a)You (if you are an individual); for loss of use is$65 per day, to a maximum of (b)A partner(if you are a partnership); $750 for any one "accident'. (c)A member(if you are a limited liability com- I. PHYSICAL DAMAGE—TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d)An executive officer, director or insurance The following replaces the first sentence in Para manager(if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or AGE: tice of the "accident'or"loss". SECTION III —PHYSICAL DAMAGE COVER- (e)Any"employee"authorized by you to give no- We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer Of curred by you because of the total theft of a covered Rights Of Recovery Against Others To Us, of "auto"of the private passenger type. SECTION IV—BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph AA., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III—PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the extent required of you by a written contract signed and We will pay up to $400 for"loss"to wearing ap- executed prior to any"accident' or"loss", parel and other personal property which is: provided that the "accident'or"loss" arises out (1) Owned by an "insured"; and of operations contemplated by CA T3 53 02 15 2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Attachment Code: D586274 Certificate ID:20593559 COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 u 2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Attachment Code:D586274 Certificate ID:20593559 Attachment Code:D586810 Certificate ID:20593559 810-8T447604 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV— BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or"property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or"property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non- contributory. conduct of another"insured". CA T4 74 02 16 2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Attachment Code: D586816 Certificate ID:20593559 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: UB-8T447769 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DESIGNATED ORGANIZATION: DATE OF ISSUE: - - ST ASSIGN: Attac I F e%4 D615023 Certificate ID:20593559 POL#CUP-8T52090916 a. Seeking damages to which this we have paid, offered to pay or insurance does not apply; or deposited in court the part of the b. If an other insurer has a duty to judgment that is within the Y Y applicable limit of insurance. If we defend. do not pay part of the judgment for 3. When we have the duty to defend, we any reason other than it is more may, at our discretion, investigate and than the applicable limit of settle any claim or"suit". In all other insurance,we will not pay any cases, we may, at our interest that accrues on that discretion, participate in the portion of the judgment. investigation, defense and settlement With respect to a claim we investigate of any claim or"suit"for damages to or settle, or"suit"against an insured which this insurance may apply. If we we defend under COVERAGE exercise such right to participate, all A- EXCESS FOLLOW-FORM LIABILITY, expenses we incur in doing so will not these payments will not reduce the reduce the applicable limits of applicable limits of insurance, but only if insurance. the applicable "underlying 4. Our duty to defend ends when we have insurance" provides for such used up the applicable limit of payments in addition to its limits of insurance. insurance in the payment of judgments With respect to a claim we investigate or settle, or settlements, or defense expenses if or"suit" against an insured we defend under such expenses are within the limits of COVERAGE insurance of this policy. B - UMBRELLA LIABILITY, th ese 5. We will pay, with respect to a claim we pay me nts w ill n of r ed uce t he investigate or settle, or"suit"against applicable limits of insurance. an insured we defend: SECTION II -WHO IS AN INSURED a. All expenses we incur. A. COVERAGE A-EXCESS FOLLOW-FORM b. The cost of: LIABILITY (1) Bail bonds required because of With respect to Coverage A,the following accidents or traffic law persons and organizations qualify as violations arising out of the use of any insureds: vehicle to which this insurance 1. The Named Insured shown in the applies; or Declarations; and (2)Appeal bonds and bonds to 2. Any other person or organization release attachments; qualifying as an insured in the but only for bond amounts within the "underlying insurance". If you have applicable limit of insurance. We do agreed to provide insurance for that not have to furnish these bonds. person or organization in a written contract or agreement: c. All reasonable expenses incurred by the insured at our request to a. The limits of insurance afforded to assist us in the investigation or such person or organization will defense of such claim or"suit", be: including actual loss of earnings (1) The amount by which the up to$1,000 a day because of minimum limits of insurance you time off from work. agreed to provide such person d. All court costs taxed against the or organization in that written insured in the "suit". However, contract or agreement exceed these payments do not include the total limits of insurance of attorneys'fees or attorneys' all applicable "underlying expenses taxed against the insured. insurance"; or e. Prejudgment interest awarded (2) The limits of insurance of against the insured on that part of this policy; the judgment we pay. If we make whichever is less; and an offer to pay the applicable limit b. Coverage under this policy does of insurance, we will not pay any prejudgment interest based on not apply to such person or organization y the minimum limits that period of time after the offer. of insurance you agreed to f. All interest that accrues on the full provide such person or amount of any judgment after organization in that written entry of the judgment and before contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". Page 4 of 23 a 2016 The Travelers Indemnity Company.All rights reserved. EU 0001 0716 Attachment Code: D615023 Certificate ID: 20593559 UMBRELLA b. To sue us on this insurance unless M. OTHER INSURANCE all of its terms have been fully This insurance is excess over any valid complied with. and collectible "other insurance"whether 2.A person or organization may sue us to such "other insurance" is stated to be recover on an agreed settlement or on primary, contributing, excess, contingent a final judgment against an insured. or otherwise. This provision does not apply We will not be liable for damages that: to a policy bought specifically to apply as excess of this insurance. a. Are not payable under the terms of this insurance; or However, if you specifically agree in a written contract or agreement that the b. Are in excess of the applicable insurance provided to any person or limit of insurance. organization that qualifies as an insured An agreed settlement means a under this insurance must apply on a settlement and release of liability signed primary basis, or a primary and non- by us, the insured and the claimant or contributory basis, then insurance the claimant's legal representative. provided under Coverage A is subject to the L. MAINTENANCE OF UNDERLYING INSURANCE following provisions: 1. This insurance will apply before any 1. The insurance afforded by each policy "other insurance"that is available to of"underlying insurance"will be such additional insured which covers maintained for the full policy period of that person or organization as a this Excess Follow-Form And Umbrella named insured, and we will not share Liability Insurance. This provision with that"other insurance", provided does not apply to the reduction or that the injury or damage for which exhaustion of the aggregate limit or coverage is sought is caused by an limits of such "underlying insurance" "event"that takes place or is solely by payments as permitted in committed subsequent to the signing Paragraphs 4.a.(1), (2)and (3)of of that contract or agreement by you. COVERAGE A-EXCESS FOLLOW- 2. This insurance is still excess over any FORM LIABILITY of SECTION I- valid and collectible "other insurance", COVERAGES. As such policies expire, whether primary, excess, contingent you will renew them at limits and with or otherwise, which covers that person coverage at least equal to the expiring or organization as an additional limits of insurance. If you fail to comply insured or as any other insured that with the above requirements, does not qualify as a named insured. Coverage A is not invalidated. However, in the event of a loss, we will N. PREMIUM pay only to the extent that we would 1. The first Named Insured shown in the have paid had you complied with the above requirements. Declarations is responsible for the payment of all premiums and will be 2. The first Named Insured shown in the the payee for any return premiums. Declarations must give us written 2. If the premium is a flat charge, it is not notice of any change in the "underlying insurance"as respects: subject to adjustment except as provided in Paragraph 4. below. a. Coverage; 3. If the premium is other than a flat b. Limits of insurance; charge, it is an advance premium only. c. Termination of any coverage; or The earned premium will be computed at the end of the policy period, or at d. Exhaustion of aggregate limits. the end of each year of the policy 3. If you are unable to recover from any period if the policy period is two years "underlying insurer" because you fail or longer, at the rate shown in the to comply with any term or condition Declarations, subject to the Minimum of the "underlying insurance", Premium. Coverage A is not invalidated. 4. Additional premium may become However, we will pay for any loss only payable when coverage is provided for to the extent that we would have paid additional insureds under the provisions had you complied with that term or of SECTION II -WHO IS AN INSURED. condition in that"underlying insurance". O. PREMIUM AUDIT The pre miu mf or t h is po licy is th e am ou nt st at ed in It em 5. o f th e a Declarations . The pre m iu m is a f t EU 00 01 07 16 2016 The Travelers Indemnity Company.All rights reserved. age 15 of 23 AttactW@PkFoIdVD615023 Certificate ID: 20593559 2• Separately to each insured against whom claim is made or"suit" is brought. charge unless it is specified in the T.WAIVER OR TRANSFER OF RIGHTS OF Declarations as adjustable. RECOVERY AGAINST OTHERS TO US P. PROHIBITED COVERAGE - UNLICENSED 1. If the insured has rights to recover all INSURANCE or part of any payment we have made 1. With respect to loss sustained by any under this insurance, those rights are insured in a country or jurisdiction in transferred to us and the insured which we are not licensed to provide this must do nothing after loss to impair insurance, this insurance does not apply them. At our request, the insured will to the extent that insuring such loss bring suit or transfer those rights to would violate the laws or regulations of us and help us, and with respect to such country or jurisdiction. Coverage A, the "underlying insurer", enforce them. 2. We do not assume responsibility for: If the insured has agreed in a contract a. The payment of any fine, fee, or agreement to waive that insured's penalty or other charge that may be right of recovery against any person or imposed on any person or organization, we waive our right of organization in any country or recovery against that person or jurisdiction because we are not organization, but only for payments we licensed to provide insurance in make because of an "event"that takes such country or jurisdiction; or place or is committed subsequent to b. The furnishing of certificates or other the execution of that contract or evidence of insurance in any country agreement by such insured. or jurisdiction in which we are not 2. Reimbursement of any amount licensed to provide insurance. recovered will be made in the following Q. PROHIBITED COVERAGE - TRADE OR order: ECONOMIC SANCTIONS a. First, to any person or organization We will provide coverage for any loss, or (including us or the insured)who otherwise will provide any benefit, only to has paid any amount in excess of the extent that providing such coverage the applicable limit of insurance; or benefit does not expose us or any of b. Next, to us; and our affiliated or parent companies to: c. Then, to any person or organization 1. Any trade or economic sanction under (including the insured and with any law or regulation of the United respect to Coverage A,the States of America; or "underlying insurer")that is entitled 2. Any other applicable trade or economic to claim the remainder, if any. sanction, prohibition or restriction. 3. Expenses incurred in the process of R. REPRESENTATIONS recovery will be divided among all persons or organizations receiving By accepting this insurance, you agree: amounts recovered according to the 1. The statements in the Declarations and ratio of their respective recoveries. any subsequent notice relating to U.TRANSFER OF YOUR RIGHTS AND DUTIES "underlying insurance" are accurate and UNDER THIS INSURANCE complete; 1. Your rights and duties under this 2. Those statements are based upon insurance may not be transferred without representations you made to us; and our written consent except in the case of death of an individual Named Insured. 3. We have issued this insurance in reliance upon your representations. 2. b you die, your rights and duties will be transferred to your legal S. SEPARATION OF INSUREDS representative but only while acting Except with respect to the Limits of within the scope of duties as your legal Insurance, and any rights or duties representative. Until your legal specifically assigned in this policy to the representative is appointed, anyone first Named Insured shown in the having proper temporary custody of your Declarations, this insurance applies: property will have your rights and duties 1. fired were the only but only with respect to that property. A��� � Page 16 of 23 a 2016 The Travelers Indemnity Company.All rights reserved. EU 00 O1 07 16 Attachment Code: D619713 Certificate ID:20593559 TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3(00) POLICY NUMBER: UB-8T447769 NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX CONDITIONS: Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. Number of Name and Address of Designated Persons or Organizations: Days Notice Name: "Any person or organization with whom you have agreed in a written contract that notice 30 cancellation of this policy will be given, but only if: 1. You see to it that we receive a written request to provide such notice, including the name and address of such person or organization, after the first Named Insured receives notice from us of the cancellation of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this endorsement." Address: "The address for that person or organization included in such written request from you to us." All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1/1/23 Policy No. UB-8T447769 Endorsement No. Insured Vessco Midco Holdings, LLC Premium $ Insurance Company Countersigned by Travelers Property Casualty Company of America DATE OF ISSUE: 1/1/24 ST ASSIGN: ©2013 The Travelers Indemnity Company.All rights reserved. 00700 GENERAL CONDITIONS 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 OR REMOVAL 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 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 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 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 Prosect - 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 Project 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 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 Working 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 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 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 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 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 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 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 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 .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 .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 .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 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 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 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 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 .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 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 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 may be 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 .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 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 6.14.1 TO THE FULLEST EXTENT PERMITTED BYLAW,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 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 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 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 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 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 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 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 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 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 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 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 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 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 maybe necessary on account of: .1 defective Work not remedied; 00700 04-2020 Page 36 General Conditions .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 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 .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 .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 vents:.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 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 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 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 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 00800 SUPPLEMENTAL GENERAL CONDITIONS City of Round Rock Contract Forms Supplemental General Conditions Section 00800 SUPPLEMENTAL GENERAL CONDITIONS TO AGREEMENT FOR CONSTRUCTION SERVICES The Supplemental General Conditions contained herein shall amend or supplement the General Conditions, Section 00700. ARTICLE 1 -DEFINITIONS 1.16 Engineer/Architect(E/A): Add the following: Name (Representative): Brian Phengar Firm: Environmental Imorovements Partner Address: 1183 Brittmoore Road,Ste 100 City, State, Zip: Houston,TX 77043 Telephone: Facsimile: Email: 1.27 Owner's Representative: Add the following: Name: laton Carr Title: Engineer-Principal Address: 3400 Sunrise Road City, State, Zip: Round Rock,TX Telephone: 78665 Facsimile: Email: Icarr@roundrocklexas.gov ARTICLE 6 -CONTRACTOR'S RESPONSIBILITIES 6.18 Liquidated Damages Add the following: 1. CONTRACTOR SHALL PAY LIQUIDATED DAMAGES IN THE AMOUNT OF Five Hundred AND NO/100 DOLLARS $500 PER DAY FOR EACH DAY BEYOND THE DATE ESTABLISHED THEREFOR THAT THE CONTRACTOR FAILS TO ACHIEVE SUBSTANTIAL COMPLETION, AND FOR WHICH OWNER IS UNABLE TO UTILIZE THE IMPROVEMENTS AND FACILITIES DUE TO THE FAILURE OF CONTRACTOR TO HAVE ACHIEVED SUBSTANTIAL COMPLETION IN ACCORDANCE WITH THE CONTRACT. END OF SUPPLEMENTAL GENERAL CONDITIONS Page ] 00800 10-2015 Supplemental General Conditions 00090669 00900 SPECIAL CONDITIONS SECTION 01-INFORMATION 01-01 COPIES OF PLANS AND SPECIFICATIONS FURNISHED The Agreement will be prepared in not less than two (2) (original signed) sets. The OWNER will furnish to the CONTRACTOR one (1) copy of conforming Contract Documents and Specifications unless otherwise requested. 01-02 GOVERNING CODES All construction as provided for under the Contract Documents shall be governed by any existing Resolutions,Codes and Ordinances, and any subsequent amendments or revisions thereto as set forth by the OWNER. 01-03 LOCATION The location of work shall be as set forth in the Notice to Bidders and as indicated in the Contract Documents. 01-04 USAGE OF WATER All water used during construction shall be provided by the OWNER and shall be metered. The OWNER shall specify the location from which the CONTRACTOR is to procure water.The CONTRACTOR shall be responsible for obtaining a bulk water permit from the OWNER and providing all apparatus necessary for procuring,storing, transporting and using water during construction.The CONTRACTOR shall strive to use no more water than reasonable to perform the work associated with this Contract and shall avoid waste.The CONTRACTOR will be required to pay for all water used if it is found that waste is occurring during construction. SECTION 02-SPECIAL CONSIDERATIONS 02-01 CROSSING UTILITIES Prior to commencing the Work associated with this Contract, it shall be the CONTRACTOR's responsibility to make arrangements with the owners of utility companies to uncover their particular utility lines or otherwise confirm their location. Certain utility companies perform such services at their own expense,however,where such is not the case,the CONTRACTOR will cause such work to be done at his own expense. 02-02 UTILITY SERVICES FOR CONSTRUCTION The CONTRACTOR will be responsible for providing its own utility services while performing the Work associated with this Contract. Provision of said utility services shall be subsidiary to the various bid items and no additional payment will be made for this item. 00900-4-2020 Page 1 Special Conditions 00443643 02-03 WAGE RATES Wage Rates(Information From Chapter 2258,Texas Government Code Title 10) 2288.021.Duty of Government Entity to Pay Prevailing Wage Rates a. The State or any political subdivision of the State shall pay a worker employed by it or on behalf of it: (1) not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the work is performed; and (2) not less than the general prevailing rate of per diem wages for legal holiday and overtime work. b. Subsection(a)does not apply to maintenance work. C. A worker is employed on a public work for the purposes of this section if a Contractor or Subcontractor in the execution of a contract for the public work with the State,a political subdivision of the State or any officer or public body of the State or a political subdivision of the State,employs the worker. 2258.023. Prevailing Wage Rates to be Paid by Contractor and Subcontractor; Penalty a. The contractor who is awarded a contract by a public body,or a Subcontractor of the Contractor, shall pay not less than the rates determined under Section 2258.022 to a worker employed by it in the execution of the contract. b. A Contractor or Subcontractor who violates this section shall pay to the state or a political subdivision of the state on whose behalf the contract is made,$60 for each worker employed for each calendar day or part of the day that the worker is paid less than the wage rates stipulated in the contract.A public body awarding a contract shall specify this penalty in the contract. C. A contractor or subcontractor does not violate this section if a public body awarding a contract does not determine the prevailing wage rates, and specify the rates in the contract as provided by Section 2258.022. d. The public body shall use any money collected under this section to offset the costs incurred in the administration of this chapter. e. A municipality is entitled to collect a penalty under this section only if the municipality has a population of more than 10,000. 00900-4-2020 Page 2 Special Conditions 00443643 2258.051.Duty of Public Body to Hear Complaints and Withhold Payment A public body awarding a contract,and an agent or officer of the public body, shall: 1. take cognizance of complaints of all violations of this chapter committed in the execution of the contract;and 2. withhold money forfeited or required to be withheld under this Chapter from the payments to the Contractor under the contract, except that the public body may not withhold money from other than the final payment without determination by the public body that there is good cause to believe that the Contractor has violated this chapter. Applicable wage rates to be used in Williamson and/or Travis County may be obtained from the U.S. Department of Labor website at the following web addresses: Construction Types: Heavy (Sewer/Water Treating Plant and Sewer/Incidental to Highway) httv://www.wdol.jzov/wdol/scafiles/davisbacon/TX33.dvb?v=O Construction Types: Heavy and Highway http://www.wdol.gov/wdol/scafiles/davisbacon/TX16.dvb?v=O Construction Type: Building http://www.wdol.gov/wdol/scafiles/davisbacon/TX76.dvb?v=1 02-04 LIMIT OF FINANCIAL RESOURCES The OWNER has a limited amount of financial resources committed to this Project; therefore, it shall be understood by all bidders that the OWNER may be required to change and/or delete any items which it may feel is necessary to accomplish all or part of the scope of work within its limit of financial resources. CONTRACTOR shall be entitled to no claim for damages or anticipated profits on any portion of work that may be omitted. At any time during the duration of this contract,the OWNER reserves the right to omit any work from this contract.Unit prices for all items previously approved in this contract shall be used to delete or add work per change order. 02-05 LIMITS OF WORK AND PAYMENT It shall be the obligation of the CONTRACTOR to complete all work included in this Contract, so authorized by the OWNER, as described in the contract documents and technical specifications.All items of work not specifically paid for in the bid proposal shall be included in the unit price bids. Any question arising as to the limits of work shall be left up to the interpretation of the E/A. 00900-4-2020 Page 3 Special Conditions 00443643 02-06 LAND FOR WORK OWNER provides, as indicated on Drawings, land upon which work is to be done, right-of-way for access to same and such other lands that are designated for the use of the CONTRACTOR.CONTRACTOR provides,at his expense and without liability of OWNER, any additional land and access thereto that may be required for his construction operations,temporary construction facilities,or for storage of materials. 02-07 DEVIATIONS OCCASIONED BY UTILITY STRUCTURES Whenever existing utilities, not indicated on the Drawings, present obstructions to grade and alignment of proposed improvements immediately notify engineer, who without delay, will determine if existing utilities are to be relocated, or grade and alignment of proposed improvements changed. Where necessary to move existing utilities and appurtenances as determined by the E/A, the E/A and CONTRACTOR will make relocation arrangements with the utility owner. The OWNER will not be liable for delay costs or damages due to relocations of utilities which hinder progress of the work. 02-08 CONSTRUCTION STAKING All construction staking required to complete the work associated with this contract shall be provided by the CONTRACTOR. The CONTRACTOR shall be responsible for determining the layout and extent of staking necessary to construct the improvements to the lines and grades shown in the Drawings and such staking shall be satisfactory to the E/A. The CONTRACTOR shall consult with the E/A and Owners Representative in the field for assistance as necessary. Sufficient staking materials and equipment shall be provided by the CONTRACTOR including but not limited to:paint, flagging,laths,hubs,blue tops,nails,hammers,measuring chains or tapes,transits and levels. The CONTRACTOR shall be responsible for setting and marking control and off-set points for measuring distances and angles,for shooting levels,and for any other items pertaining to construction staking. This item shall not be paid for separately and shall be considered subsidiary to other bid items. 00900-4-2020 Page 4 Special Conditions 00443643 SECTION 03-ACCESS AND TRAFFIC CONTROL Access shall be provided for the public and emergency vehicles at all possible times. When it becomes necessary to restrict access, the CONTRACTOR shall notify the OWNER and coordinate with the OWNER, all applicable agencies (i.e. Fire Department,E.M.S.,Public Works,etc.),residents,and affected parties.If emergency access is required during the work and such access is being hindered by the work,the CONTRACTOR will suspend the work if necessary,and otherwise endeavor to assist emergency personnel in accessing a location restricted by the work. Unless otherwise approved by the E/A, at the end of each day all lanes of traffic shall be opened to the public. The CONTRACTOR shall ensure compliance at all times with the accepted Traffic Control Plan for the project and shall be responsible for all maintenance, signing and safety precautions necessary for traffic control. These items shall be included in the bid item Traffic Control. 00900-4-2020 Page 5 Special Conditions 00443643 01000 TECHNICAL SPECIFICATIONS ITEM I GENERAL DESCRIPTION 1.01 SCOPE OF WORK The Work covered by these Specifications consists of furnishing all labor, equipment, appliances, materials and performing all operations in connection with the inspection and testing, complete in accordance with the Plans, and subject to the terms and conditions of the Contract Documents. 1.02 GOVERNING TECHNICAL SPECIFICATIONS STREET,WATER,SEWER AND DRAINAGE IMPROVEMENTS The Round Rock Standard Specification Criteria Manual is hereby referred to and included in this contract as fully and to the same extent as if copied at length herein, and shall be applied to this project unless modified elsewhere as discussed below. The aforementioned Criteria Manual is the"Standard Specifications"section of the City of Round Rock Design and Construction Standards. The Standard Specifications may be accessed from the City of Round Rock website (www.roundrocktexas.gov) at the following web address:www.roundrocktexas.gov/dacs. Any adjustments,alterations,or additional information regarding Governing Technical Specifications are contained in the Plans (Drawings), Details and Notes described in Section 02000 of the Project Manual or are included in Attachment A at the end of this Technical Specifications Section. ITEM 2 CONTROL OF WORK 2.01 CLEAN-UP 2.01.1 CONSTRUCTION SITE During construction, the CONTRACTOR shall keep the site free and clean from all rubbish and debris and shall clean-up the site promptly when notified to do so by the E/A. The CONTRACTOR shall,at its own expense,maintain the streets and roads free from dust, mud, excess earth or debris which constitutes a nuisance or danger to the public using the thoroughfare,or the occupants of adjacent properties. Care shall be taken to prevent spillage on streets and roads over which hauling is done, and any such spillage or debris deposited on streets, due to the CONTRACTOR's operations,shall be immediately removed. Page 1 01000-4-2020 Technical Specifications 00443645 2.01.2 BACKWORK The CONTRACTOR shall coordinate his operations in such a manner as to prevent the amount of clean-up and completion of back works from becoming excessive. Should such a condition exist,the E/A may order all or portions of the work to cease and refuse to allow any work to commence until the back work is done to the E/A's satisfaction. 2.02 GRADING The CONTRACTOR shall do such grading in and adjacent to the construction area associated with this contract as may be necessary to leave such areas in a neat and satisfactory condition approved by the E/A. ITEM 3 EXAMINATION AND REVIEW 3.01 EXAMINATION OF WORK The work covered under this Contract shall be examined and reviewed by the E/A, representatives of all governmental entities which have jurisdiction, and the Owner's Representative. The quality of material and the quality of installation of the improvements shall be to the satisfaction of the E/A. It shall be the CONTRACTOR's responsibility for the construction methods and safety precautions in the undertaking of this Contract. 3.02 NOTIFICATION The E/A and the OWNER must be notified a minimum of 24-hours in advance of beginning construction,testing,or requiring presence of the E/A,Owner's or Owner's Representative. 3.03 CONSTRUCTION STAKING The E/A shall furnish the CONTRACTOR reference points and benchmarks that, in the E/A's opinion, provide sufficient information for the CONTRACTOR to perform construction staking. 3.04 PROTECTION OF STAKES,MARKS,ETC. All engineering and surveyor's stakes, marks, property comers, etc., shall be carefully preserved by the CONTRACTOR, and in case of destruction or removal during the course of this project, such stakes, marks, property comers, etc., shall be replaced by the CONTRACTOR at the CONTRACTOR's sole expense. Page 2 01000-4-2020 Technical Specifications 00443645 ITEM 4 PROTECTION AND PRECAUTION 4.01 WORK IN FREEZING WEATHER Portions of the work may continue as directed by the E/A. 4.02 PROTECTION OF TREES,PLANTS AND SHRUBS The CONTRACTOR shall take necessary precautions to preserve all existing trees, plants and shrubs but where it is justifiable and necessary the CONTRACTOR may remove trees and plants for construction right-of-way but only with approval of the E/A. 4.03 TRAFFIC CONTROL MEASURES AND BARRICADES Traffic control measures and barricades shall be installed in accordance with the Texas Manual of Uniform Traffic Control Devices and in other locations deemed necessary by the E/A, for the protection life and property. Under no circumstances will any existing road be permitted to remain closed over a weekend. No separate pay will be made for this item. Costs for this item shall be subsidiary to other items of work. 4.04 PROPERTY LINES AND MONUMENTS The CONTRACTOR shall be responsible for the protection,reference and resetting of property comer monuments if disturbed. 4.05 DISPOSAL OF SURPLUS MATERIAL The CONTRACTOR shall at his own expense, make arrangement for the disposal of surplus material,such as rock,trees,brush and other unwanted backfill materials. 4.06 CONTRACTOR'S USE OF PREMISES The Contractor shall,at his own expense,provide additional space as necessary for his operations and storage of materials. ITEM 5 MATERIALS 5.01 TRADE NAMES Except as specified otherwise, wherever in the specifications an article or class of material is designated by a trade name or by the name or catalog number of any maker, patentee,manufacturer,or dealer,such designations shall be taken as intending to mean and specify the articles described or another equal thereto in quality, finish, and serviceability for the purpose intended, as may be determined and judged by the E/A in his sole discretion. 5.02 MATERIALS AND WORKMANSHIP No material which has been used by the CONTRACTOR for any temporary purpose whatever is to be incorporated in the permanent structure without the written consent of the E/A.Where materials or equipment are specified by a trade or brand name, it is not the intention of the OWNER to discriminate against an equal product of another Page 3 01000-4-2020 Technical Specifications 00443645 manufacturer, but rather to set a definite standard of quality for performance, and to establish an equal basis for the evaluation of bids. Where the words "equivalent", "proper"or"equal to"are used,they shall be understood to mean that the item referred to shall be "proper",the "equivalent" of, or"equal to" some other item, in the opinion or judgment of the E/A. Unless otherwise specified, all materials shall be the best of their respective kinds and shall be in all cases fully equal to approved samples. Notwithstanding that the words"or equal to"or other such expressions may be used in the specifications in connection with a material, manufactured article or process, the material, article or process specifically designated shall be used, unless a substitute is approved in writing by the E/A, and the E/A will have the right to require the use of such specifically designated material,article or process. Page 4 01000-4-2020 Technical Specifications 00443645 02000 PLANS, DETAILS AND NOTES If applicable, insert reference(s)to project plans; details; and notes