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R-2014-037 2014-04-28RESOLUTION NO. R2014-37 A resolution of the City Council of the City of Pearland, Texas, awarding a bid for construction services to Traffic Systems Construction, Inc. for traffic signal and median improvements, at the intersection of FM 518 and Garden Road, in the amount of $290,561.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City opened bids for construction services associated with certain traffic signal and median improvements, and such bids have been reviewed and tabulated. Section 2. That the City Council hereby awards the bid to Traffic Systems Construction, Inc., in the amount of $290,561.00. Section 3. The City Manager or his designee is hereby authorized to execute a contract for construction services associated with the traffic signal and median improvements at the intersection of FM 518 and Garden Road. PASSED, APPROVED and ADOPTED this the 28th day of April, A.D., 2014. ATTEST: APPROVED AS TO FORM: 2,, DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR Resolution No. R2014-37 Exhibit "A" Project Manual for: Traffic Signal Installation and Median Improvements FM 518 at Garden Road COP Project No.: TR1306 Bid No.: 0913-83 February, 2014 Prepared By: EPIC TRANSPORTATION GROUP, LP 800 Wilcrest Drive, Suite 240 Houston, TX 77042 t, • Project Manual for: Traffic Signal Installation and Median Improvements FM 518 at Garden Road COP Project No. :. TR1306 Bid No. : 0913-83 February, 2014 � T e OF F3 Prepared By: HARISH NARAYANAPPA 9 82041 .. 434/ v 4..FG/STEC GA O Digitally signed by Harish L. — Narayanappa DN:cn=Harish Narayanappa, o=EPIC Transportation Group, EPIC TRANSPORTATION GROUP, LP r-- e ail=hnarayanappa@epicgr 800 Wilcrest Drive, Suite 240 ouplpb.omi=US Date:2014.02.1013:47:06 Houston, TX.77042 -06'00 ('` (T) 713-609-9416, (F) 713-609-9806, (E) mail@epicgrouplp.com ) 1 CITY OF PEARLAND ADDENDUM (19 Section 00900 ADDENDUM NO.2 Date: March 7, 2014 PROJECT: Traffic Signal Installation and Median Improvements-FM 518 at Garden.Road BID NO.: 0913-83 BID DATE: March 11, 2014 at 2 PM FROM: Harish Narayanappa, PE, PTOE Project Manager EPIC Transportation Group, LP 800 Wilcrest Drive, Suite 240, Houston,TX 77042N/A To: Prospective Bidders and Interested Parties This addendum forms a part of the bidding documents and will be incorporated into the Contract Documents, as applicable. Insofar as the original Contract Documents, Specifications, and Drawings are inconsistent, this Addendum shall govern. Please acknowledge receipt of this Addendum on the Bid Proposal form, Section 00300 submitted to the City of Pearland. FAILURE TO ACKNOWLEDGE RECEIPT OF ADDENDA ON THE BID PROPOSAL FORM MAY BE CAUSE FOR DISQUALIFICATION. CONTRACT DOCUMENTS: N/A SPECIFICATIONS: N/A CONSTRUCTION DRAWINGS: Sheet 59-Overhead Street Name Sign Mounting Detail PRE-BID QUESTIONS/RESPONSES &CLARIFICATIONS: Question 1: Unit items and quantities are shown in the Traffic Signal Summary but the project is bid Lump Sum? Response: The project is bid Lump Sum. The quantities and units associated with the items are estimates only, and are shown for Contractor's information purposes. It is the responsibility of the ra^� Contractor to verify the items and quantities before bidding. 2-22-12 00900- 1 of 5 CITY OF PEARLAND ADDENDUM Question 2: Service address and permit fee? CI") Response: The proposed power service has an address assigned by City of Pearland. Power service shall be under the Contractor's name during construction and transferred back to the City after final completion. Contractor to contact City of Pearland Permits at 281-652-1638. The permits will be provided with no fee for the Contractor. Question 3: Removing existing pole foundations? Response: Existing pole foundation that need to be removed shall be done so per TxDOT specifications found in the Project Manual. Typically, the foundation has to be removed two (2) feet below ground level, and the rest abandoned in-place. We do not anticipate existing buried utilities in the vicinity of the existing poles to be an issue. However,care shall be exercised during the performance of this work. Questions: The following note is found on sheet 3 of the plans (Utilities), concerning gas line relocation-In the event a gas line is exposed due to excavation and is in need of relocation, the appropriate gas company shall be contacted by the contractor to have status of line verified prior to any damage to that line. Contractor is responsible for having the gas company relocate the gas line. 4a)Was the intent of this note to have the Contractor pay for any gas line relocation, or is the contractor supposed to only notify and coordinate any gas line relocation? Response: Contractor to only notify and coordinate any gas line relocation. 4b)Will the Contractor be responsible and bear the cost(LD's) for any delays on the gas company's part if there is a gas line relocation required? Response: If the utility company's work affects the construction critical path/schedule, the time required by the utility company to relocate will be added to the Contractor's contract schedule, and there is no cost to the Contractor for this delay. 4c)Would it be possible to have the gas company locate the 4" gas line shown on the plans, and call in a"locate" for any other gas lines in the immediate area prior to ordering the traffic signal poles? Response: Relocating utilities is the last resort. We do not anticipate any gas or other utility lines to be relocated. However, hand excavation around all proposed pole foundations may be required to locate underground utilities and conflicts prior to installing foundations. This work is incidental to the project bid items and shall not be paid separately. 4d)Allowing to shift the pole in lieu of relocating the gas line, would the City be open to a price adjustment for any poles that need to be extended to avoid the conflict? Response: Even if the pole foundations need to be adjusted to avoid conflicts,we believe it would be minimal and the proposed mast arm lengths should work. However, if longer mast arms are required, the City may consider price adjustment. 2-22-12 00900-2 of 5 CITY OF PEARLAND ADDENDUM Question 5: We are missing sheet 59 in the plan set that we downloaded from the website, is this sheet available? Response: This sheet is included as part of Addendum 2. Question 6: We have reviewed the contract and plans, and read Note 1 on plan sheet 6 stating that this is a lump sum contract and that the quantities listed are estimates only and it is the contractor's responsibility to visit the site, assess the work, and prepare our estimate for the necessary work to build the project. In the contract it states that we will have to submit a schedule of values for progress payments. If we win the project and submit a schedule of values, will it have to reflect the items and quantities in the"estimated quantities"on plan sheet 6, or will we be able to submit the schedule of values per our estimate and what we saw that it would take to build the project? Response: Contractor's schedule of values shall reflect his/her estimate of quantities and understanding of what it takes to build the project. Estimated quantities on Page 6 is for Contractor's information purposes only. Question 7: Will the City provide all of the necessary networking information for the configuration and set up of the subscriber unit radio called for in the plans? Response: The City of Pearland Traffic Operations Department will configure radio and network } switch to work with the City's existing system. Contractor will need to coordinate with City. Question 8: There is a note on sheet 11 calling for the removal of an existing communications ground box near proposed pole#4. Is this box abandoned? Are there any special requirements to be considered in the removal of this box? Response: This communications box will be abandoned as part of the City's ITS program. No, there are no special requirements to be considered while removing this box. The existing ground box needs to be removed and delivered to 2559 Hillhouse Road. Please ensure that conduits are cut off at least two feet below the surface. Question 9: Conduit runs 30 and 31 running from the ground box near proposed pole#1 show to be running directly under an existing water channel feature in the ditch between the pole and controller. Can these conduit runs be routed around this feature and are there any special requirements to be considered in trenching across this ditch? Response: Conduit runs 30 and 31 can be routed around SET. There are no special trenching requirements except for what is stated in the specifications and standards. (-) 2-22-12 00900-3 of 5 CITY OF PEARLAND ADDENDUM Question 10: At the southwest corner of the intersection it appears that there are several utilities running through this immediate area that we will have to pothole and expose when we start to perform the required bore. If we end up having to dig the existing concrete island or asphalt pavement between the island and edge of lane(which it appears that we will)up to fmd these utilities,what repair procedure would we-be required to follow in restoring the concrete and asphalt pavement. Response: Follow procedures shown in the pavement repair specification section 02980. Question 11: Per the general utility notes, is the contractor responsible for paying for de- energizing overhead power lines? Response: We do not anticipate power lines will need to be de-energized. But if required, it will be contractors responsibility to coordinate the power company to accomplish this. Question 12: Will the contractor have to obtain any TCEQ permits for the job? Response: Contractor shall obtain and comply with all TCEQ requirements/permits before commencing work per section 01565. Question 13: Will the contractor have to file the Notice of Intent(NOI) and Notice of Termination (NOT) as listed in the TPDES Requirements? Response: Contractor shall obtain and comply with all TCEQ requirements/permits before commencing work per section 01565. Question 14: In Addendum I, 0800-VI(B) it is stated that the City will provide technical assistance in registration,will the registration need to be complete prior to award of the contract? Response: Registration will need to be complete prior to the award of the contract.No work can commence until requirements in Addendum 1 are complete. Please coordinate with Joel Hardy (281) 652-1795. Question 15: Section 4.4.3 requires a minimum of$5 million coverage. Can City of Pearland lower to $2 million which is what most contractors have. We have a$2 Million coverage with a $1 Million umbrella. Response: City's policy minimum coverage is $5 million and it can not be lowered. Please provide per specification. Question 16: Section 4.5 Professional liability. Can this section be deleted? Most contractors do not carry this coverage's. C.4) 2-22-12 00900-4 of 5 CITY OF PEARLAND ADDENDUM Response: City's professional liability coverage can not be waived. Please provide per specification. Question 17: Section 4.6 Builders Risk. Can this section be deleted? We are not building a commercial property, so we don't see the need for these coverage. Response: Per Section 00800 Special Conditions of Agreement, Builder's Risk Insurance is NOT REQUIRED for this project. Question 18: Can we get the details of the project sign as listed as being required in Section 0800, page 2 of 2, and will this just be one sign or one for each direction? Response: Contractor is required to provide two (2)project signs as specified in section 01580. Question 19: Can we get clarification on the following note- Conduit elbows and rigid metal extensions required when installing PVC conduit systems are subsidiary to the various bid items? Was the intent to require rigid metal elbows in lieu of the PVC elbows? Response: Install rigid metal elbows above ground, and either rigid metal or PVC elbows below ground is permissible. Clarification 1: Bids through the E-bid is preferred, and shall be submitted directly via the City's Web based system located at www.cityofpearland.org/bids. If the bidder is unable to submit electronically,hard copy bid shall be accepted at the City Secretary's office before the stated deadline. Clarification 2: Regarding Traffic Control Plan(TCP) during construction-There is no site- specific TCP for this project. Follow TxDOT TCP standards found in the plan set. One-lane closure on one or both sides of FM 518 during median reconstruction is allowed. See General Notes. Clarification 3: Regarding TxDOT Permit-City of Pearland has acquired permit from TxDOT for construction within TxDOT ROW. City will provide a copy and it is required to be on site at all times during construction. Clarification 4: Regarding existing ground boxes and conduits -Contractor shall remove existing ground boxes and delivered to the City of Pearland at 2559 Hillhouse Road. Contractor to ensure existing conduits are cut at least two (2) feet below the surface. END OF ADDENDUM NO. 2 Harish Narayanappa, PE, PTOE Project Manager 2-22-12 00900-5 of 5 71111) A�',�O zxar CaeLE sa . 4 ', saeOL[ '0 x N J" '� STREET NAME,moo f m stcx f l.YO "1 . ,l rAliill "•C ' - r 1. USE PELCO PARTS OR APPROVED EQUAL. i T-JI .Pfi - /� x SIGN HANGER /J r Z. FURNISH HARDWARE FOP A COMPLETE INSTALLATION. /,, Iwo 4 r: 3. ATTACH THE 904 SPAN WIRE CLAMPS ISAOOLESI 70 TETHERS r (SWAY CABLESt- f �- 4. FURNISH I ADJUSTABLE FREE SWINGING SIGN HANGER PER STREET NAME SIGN SMALLER THAN 3 FT. -0 1N. SIGNS L 3 FT -0 IN. TO 6 FT.- 0 IN. REQUIRE 2 HANGERS. SIGNS LARGER THAN 6 FT. -0 IN. REQUIRE 3 HANGERS. TYPICAL SPAN WIRE SIGN HANGER DETAILS SIGN CLAW I. SIGN---,,,,,,,,. a"HOLES IN SIGN HORIZONTAL G/L AS REGuIREO BY YISL ARVSIGN LENGTH. [LAMP NIT d. 0 D CO.NIT- SIGNS II'-6" to 3'-0' loeol '4111111:11111 ALUM.LOBE �4,� W.0• SIGN CLAW SIGN LENGTH ILI TUBE LENGTH 1TI A ! / 1 AL Wih H TUBE I'-6 16" II• SIGN 2'-e' Z2' 24- �- r-e• 31• 36• 2.795" I GUSSBE '.�- ` L �I L:•0" CROSETEDS SECTITUON ' r A r K '- SIGN CLAMP DETAIL 12-urn "' A� SIGNS (3'-6" to B''-0" Loos) 24.MAN T C SIGN LENGTH IL, TARE LENGTH II A l'-6- NO' T2- 46. 52- H. /�/ 5'-6' 61' ZO" T6• 22' _.�A I L I- A� .'B' 22• 21" —.1: i'-O' 62' 26" i'-fi• 66-t. 26" 6•-e• 94. 30• #Texas Depute-ere of Transportation .bro,meal SIGNS CB'-6" to 10'-0" Lona7 SIGNAL DETAILS/STANDARDS USIGN,LENGTH ILI eBE LENGTH m A B OVERHEAD STREET NAME SIGN v 100• 12' 20. MOUNTING DETAILS 106' nz' zr- za• �,-L---A -I_ a I— B —I_ A IA S.-. io•_o-.. n 20' 22' e• zz' 26' OSNS/MD II'� 'II I>. Iw I.,. J TYPICAL MAST ARM SIGN MOUNT DETAILS gym`• h.I"`-' •,»9• AdION41 CITY OF PEARLAND ADDENDUM ("is' Section 00900 ADDENDUM NO. 1 Date: March 4, 2014 PROJECT: Traffic Signal Installatio and Median Improvements -FM 518 at Garden Road BID NO.: 0913-83 BID DATE: March 11, 2014 FROM: Cuong Le Project Manager City of Pearland 3519 Liberty Drive, Suite 300 Pearland, Texas 77581 To: Prospective Bidders and Interested Parties This addendum forms a part of the bidding documents and will be incorporated into the Contract Documents, as applicable. Insofar as the original Contract Documents, Specifications, and Drawings are inconsistent, this Addendum shall govern. Please acknowledge receipt of this Addendum on the Bid Proposal form, Section 00300 submitted to the City of Pearland. FAILURE TO ACKNOWLEDGE RECEIPT OF ADDENDA ON THE BID PROPOSAL FORM MAY BE CAUSE FOR DISQUALIFICATION. CONTRACT DOCUMENTS: N/A SPECIFICATIONS: SECTION 00800 SPECIAL CONDITIONS OF AGREEMENT: This project is CDBG funded(federal funds). Add additional contractor requirements (pages 1-14) to existing Section 00800. CONSTRUCTION DRAWINGS: N/A END OF ADDENDUM NO. 1 Harish Narayanappa, P.E. Cs' EPIC Transportation Group, LP 2-22-12 00900- 1 of 1 CITY OF PEARLAND BRAZORIA COUNTY,TEXAS TABLE OF CONTENTS NO. OF SECTION TITLE PAGES DIVISION 0—BIDDING AND CONTRACT DOCUMENTS 00100 Invitation to Bid 3 00200 Instructions to Bidders 8 00300 Bid Proposal 3 00300a Bid Proposal 4 00500 Standard Form of Agreement 7 .00610 Performance Bond 2 00611 Payment Bond 2 00612 One-Year Maintenance Bond 2 00615 Partial Waiver of lien 1 00700a General Conditions of Agreement Table of Contents 5 00700 General Conditions of Agreement 36 00701 Attachment No. 1 to General Conditions 3 00702 Attachment No. 2 to General Conditions 4 00703 Attachment No. 3 to General Conditions 10 00800 Special Conditions of Agreement 2 00811 Wage Scale for Engineering Construction 3 DIVISION 1—GENERAL REQUIREMENTS 01100 Summary of Work 2 01140 Contractor's Use of Premises 4 01200 Measurement and Payment Procedures 3 01290 Change Order Procedures 4 01310 Coordination and Meetings 3 01350 Submittals 7 01380 Construction Photographs 3 01420 Referenced Standards 5 01430 Contractor's Quality Control 2 01440 Inspection Services 1 01450 Testing Laboratory Services 3 01500 Temporary Facilities and Controls 10 01505 Mobilization 2 01550 Stabilized Construction Exit 4 01555 Traffic Control and Regulation 4 01561 Reinforced Filter Fabric Barrier 3 01562 Waste Material Disposal 3 01563 Tree and Plant Protection 4 01564 Control of Ground Water and Surface Water 8 (17 01565 TPDES Requirements 4 00010- 1of5 CITY OF PEARLAND TABLE OF CONTENTS 01566 Source Controls for Erosion and Sedimentation 5 01570 Trench Safety System 5 01580 Project Identification Signs 4 01600 Material and Equipment 3 01630 Product Options and Substitutions 3 01720 Field Surveying 2 01750 Starting Systems 2 01760 Project Record Documents 2 01770 Contract Closeout 2 DIVISION 2—SITE WORK 02200 Site Preparation 4 02220 Site Demolition 5 02252 Cement Stabilized Sand 5 02255 Bedding, Backfill, and Embankment Materials 7 02316 Excavation and Backfill for Roadways 5 02317 Excavation and Backfill for Structures 7 02318 Excavation and Backfill for Utilities 15 02330 Embankment 5 02335 Subgrade 10 02582 Thermoplastic Pavement Marking 2 02710 Base Course for Pavement 12 02751 Concrete Pavement 15 02770 Curb, Curb & Gutter, and Headers 4 02771 Concrete Sidewalks 5 02910 Topsoil 3 02921 Hydromulch Seeding 4 02922 Sodding 4 02980 Pavement Repair 3 02981 Blast Cleaning of Pavement 2 00010-2of5 CITY OF PEARLAND TABLE OF CONTENTS (11.16\ DIVISION 3—TROT STANDARD SPECIFICATIONS,SPECIAL PROVISIONS,SPECIAL SPECIFICATIONS & DEPARTMENTAL MATERIAL SPECIFICATIONS ALL TEXAS DEPARTMENT OF TRANSPORTATION(TxDOT) STANDARD SPECIFICATIONS, SPECIAL SPECIFICATIONS, AND SPECIAL PROVISIONS APPLICABLE TO THIS PROJECT ARE IDENTIFIED AS FOLLOWS: STANDARD SPECIFICATIONS: ADOPTED BY THE TEXAS DEPARTMENT OF TRANSPORTATION JUNE 1, 2004. ITEM 104 REMOVING CONCRETE ITEM 416 DRILLED SHAFT FOUNDATIONS ITEM 420 CONCRETE STRUCTURES ITEM 421 HYDRAULIC CEMENT CONCRETE ITEM 427 SURFACE FINISHES FOR CONCRETE ITEM 431 PNEUMATICALLY PLACED CONCRETE ITEM 440 REINFORCING STEEL ITEM 441 STEEL STRUCTURES ITEM 442 METAL FOR STRUCTURES ITEM 445 GALVANIZING ITEM 446 CLEANING AND PAINTING STEEL ITEM 447 STRUCTURAL BOLTING ITEM 448 STRUCTURAL FIELD WELDING ITEM 449 ANCHOR BOLTS ITEM 476 JACKING,BORING, OR TUNNELING PIPE OR BOX ITEM 529 CONCRETE CURB, GUTTER, AND COMBINED CURB AND GUTTER ITEM 536 CONCRETE MEDIANS AND DIRECTIONAL ISLANDS ITEM 610 ROADWAY ILLUMINATION ASSEMBLIES ITEM 618 CONDUIT ITEM 620 ELECTRICAL CONDUCTORS ITEM 624 GROUND BOXES ITEM 628 ELECTRICAL SERVICES ITEM 636 ALUMINUM SIGNS ITEM 644 SMALL ROADSIDE SIGN SUPPORTS AND ASSEMBLIES ITEM 656 FOUNDATIONS FOR TRAFFIC CONTROL DEVICES ITEM 672 RAISED PAVEMENT MARKERS ITEM 677 ELIMINATING EXISTING PAVEMENT MARKINGS AND MARKERS ITEM 680 INSTALLATION OF HIGHWAY TRAFFIC SIGNALS ITEM 682 VEHICLE AND PEDESTRIAN SIGNAL HEADS ITEM 684 TRAFFIC SIGNAL CABLES ITEM 686 TRAFFIC SIGNAL POLE ASSEMBLIES (STEEL) ITEM 687 PEDESTRIAN POLE ASSEMBLIES 00010-3of5 CITY OF PEARLAND TABLE OF CONTENTS SPECIAL PROVISIONS WILL GOVERN AND TAKE PRECEDENCE OVER THE `7 SPECIFICATIONS ENUMERATED HEREON WHEREVER IN CONFLICT HEREWITH. SPECIAL PROVISION 440---006 -Reinforcing Steel SPECIAL PROVISION 441---008 - Steel Structures SPECIAL PROVISION 610---015—Roadway Illumination Assemblies SPECIAL PROVISION 620---001 -Electrical Conductors SPECIAL PROVISION 624---014—Ground Boxes SPECIAL PROVISION 628---003 —Electrical Services SPECIAL PROVISION 636---014—Aluminum Signs SPECIAL PROVISION 672---034—Raised Pavement Markers SPECIAL PROVISION 682---003—Vehicle and Pedestrian Signal Heads SPECIAL PROVISION 687---004—Pedestal Pole Assemblies SPECIAL PROVISION 1122---001 —Temporary Erosion, Sedimentation and Environmental Controls SPECIAL PROVISION 6266---017—Video Imaging Vehicle Detection System SPECIAL SPECIFICATIONS: ITEM 1122 TEMPORARY EROSION, SEDIMENTATION AND ENVIRONMENTAL CONTROLS ^, ITEM 6007 REMOVING TRAFFIC SIGNALS 1 ITEM 6013 ELECTRONIC COMPONENTS ITEM 6266 VIDEO IMAGING VEHICLE DETECTION SYSTEM ITEM 8317 BATTERY BACK-UP SYSTEM FOR SIGNAL CABINETS ITEM 8835 ACCESSIBLE PEDESTRIAN SIGNAL UNITS DEPARTMENTAL MATERIAL SPECIFICATIONS: DMS-11170, Fully Actuated, Solid-State Traffic Signal Controller Assembly 7 00010-4 of 5 CITY OF PEARLAND TABLE OF CONTENTS DIVISION 4—CITY OF HOUSTON STANDARD SPECIFICATIONS ITEM 16724 EMERGENCY RESPONSE MANAGEMENT SYSTEM(ERMS) INTERSECTION COMPONENTS GENERAL: THE ABOVE-LISTED SPECIFICATION ITEMS ARE THOSE UNDER WHICH PAYMENT IS TO BE MADE. THESE,TOGETHER WITH SUCH OTHER PERTINENT ITEMS,IF ANY,AS MAY BE REFERRED TO IN THE ABOVE LISTED SPECIFICATION ITEMS, AND INCLUDING THE SPECIAL PROVISIONS LISTED ABOVE, CONSTITUTE THE COMPLETE SPECIFICATIONS FOR THIS PROJECT. DIVISION 5—CITY OF PEARLAND TRAFFIC SIGNAL EQUIPMENT SPECIFICATIONS • CONTROLLER CABINET • SIEMENS M-52 CONTROLLER • ITERIS CAMERA • PROXIM RADIO • FIBER PATCH PANEL Clib ' END OF SECTION C 00010-5of5 CITY OFPEARLAND BIDDING AND CONTRACT DOCUMENTS DIVISION 0 DIVISION 0 (.1.'.\ BIDDING AND CONTRACT DOCUMENTS CITY OF PEARLAND INVITATION TO BID Section 00100 INVITATION TO BID CITY OF PEARLAND,TEXAS Sealed Electronic Bids will be accepted for the following project, in the City's E-bid System. Electronic bids shall be submitted through the City's web site at: www.cityofpearland.org/bids. All interested Bidders are required to register as a "supplier" on the City's E-bid System at the above web address and clicking on "Supplier Registration". Registration provides automatic access to any changes to the Plans, Specifications or Bid time and date. However, submission of an E-bid requires completing a short registration questionnaire found on this web site. For more information regarding registration instructions, see INSTRUCTIONS TO BIDDERS, Section 00200, included in the project bid documents viewable on the web site. Questions regarding electronic bidding should be directed to City Purchasing Officer at ebids@ci.pearland.tx.us. All Bids submitted electronically will remain confidential until the opening date and time when they will be opened and read into the public record. Bids, shall be submitted on the form provided in the E-bid System and submitted electronically through this system to the City Purchasing Officer, City of Pearland, City Hall located at 3519 Liberty Drive, Pearland, Texas 77581. Electronic bids will be accepted until 2:00 p.m., Tuesday, March 11, 2014. All Bids shall reference the following project information in the appropriate locations in provided electronic format. All properly submitted bids shall be publicly "opened" and read aloud into the public record following the closing of the acceptance period for the construction of: Traffic Signal Installation and Median Improvements—FM 518 at Garden Road City of Pearland,Texas COP PN: TR1306 BID NO.: 0913-83 A mandatory pre-bid conference will be held at the City of Pearland City Hall at 3519 Liberty Drive, Pearland,Texas 77581 at 2:00 p.m. on Tuesday, March 4, 2014. The project will entail the installation of mast arm traffic signal system, audible pedestrian signals, VIVDS, fully actuated ground mounted controller and pedestrian sidewalk/ramp installation at the intersection of FM 518 at Garden Rd. Project also includes installation of concrete median along FM 518 between Morenci and Lazy Bend St and signing and pavement markings between these limits. C."'\ 07-2013 00100- 1 of 3 CITY OF PEARLAND INVITATION TO BID Upon award of a contract, the successful Bidder will be required to utilize the City's web based project management software, "Pro-Trak" for the administration of the construction project, including but not limited to, all transmittals and material submittals, RFI's, RFC's, Change Orders, Applications for Payment and all project communications with the City, its Construction Manager and Engineer. This system has certain hardware, internet access and operation requirements that form the basis for all project communications, documentation and records for the project. For more information, see INSTRUCTIONS TO BIDDERS, Section 00200. Electronic Bid Documents: including Contract Documents, Plans and Technical Specifications are available for download on the City's Website at: www.cityofpearland.org/bids upon registration. The documents are NOT viewable without registration. These same documents are also available at the following locations. City of Pearland, City Hall (281) 652-1600 Purchasing Department 3519 Liberty Drive Pearland, Texas 77581 Amtek Plan Room (713) 956-0100 4001 Sherwood Houston,TX 77092 The Associated General Contractors of America, Inc. (713) 334-7100 2400 Augusta, Suite 350 '—"� Houston,TX 77057 / Virtual Builders Exchange (832) 613-0201 7035 W. Tidwell Building J, Suite 112 Houston, TX 77092 McGrawHill Construction—Dodge Reports 1-800-393-6343 No plan fees or deposits are required for plans and bid documents obtained through the City's E- bid System. BIDDERS MUST REGISTER AS A SUPPLIER ON THE CITY'S E-BID SYSTEM IN ORDER TO SUBMIT A BID EVEN IF BID DOCUMENTS ARE OBTAINED VIA ONE OF THE PLAN HOUSES. Bidders accept sole responsibility for downloading all of the required documents, plans, specifications bid forms and addenda required for bidding. No bid may be withdrawn or terminated for a period of ninety (90) days subsequent to the bid opening date without the consent of the City of Pearland. Unless otherwise expressly provided herein, all references to "day(s)" shall mean calendar day(s). Bid Security and Bonds: Bid Security in the form of Cashier's Check, Certified Check, or Bid Bond payable to the City of Pearland in the amount of 5% of the total base bid price must accompany each proposal. Bidders submitting bids electronically through the E-bid System shall 07-2013 00100-2 of 3 CITY OF PEARLAND INVITATION TO BID (limb\, scan and up-load a copy of the sealed Bid Bond as an attachment to their bid. Original documents for Bid Security shall be requested by the City from the lowest two bidders and delivered to the City's Purchasing Officer within 48 business hours of the Bid Opening. Bid Security shall be delivered to: Office of City Purchasing, Finance Department, 2nd Floor City Hall, 3519 Liberty Drive, Pearland, Texas 77581. The successful Bidder must furnish Performance and Payment Bonds as required by Chapter 2253 of the Texas Government Code or other applicable law, as amended, upon the form included in the Contract Documents, in the amount of one hundred percent (100%) of the contract price, such bonds to be executed by a corporate surety duly authorized to do business in the State of Texas, and named in the current list of"Treasury Department Circular No. 570", naming the City of Pearland, Texas as Obligee. Additionally, the successful bidder shall be required to provide a one year Maintenance Bond for the improvements installed as part of this work, as provided in the Special Conditions of Agreement. Equal Opportunity: All responsible bidders will receive consideration for award of contract without regard to race, color,religion, sex, or national origin. Selection Criteria: If the Contract is to be awarded on the basis of Lowest Responsible Bidder the City will consider: 1) lowest total bid price for all work listed and specifically requested, including but not limited to, Base Bid, Extra Work or Alternates. If the Contract is to be awarded on the basis of provision of the "Best Value", the City of Pearland may consider: 1) purchase price; 2) reputation of the Bidder and Bidder's goods or services; 3) quality of Bidder's goods or services; 4) extent to which the goods or services meet the Owner's needs; 5) Bidder's past relationship with the Owner; 6) impact on the ability of Owner to comply with laws and rules relating to contracting with historically underutilized businesses and nonprofit organizations employing persons with disabilities; 7) total long-term cost to Owner to acquire Bidder's goods or services; 8) the Qualifications of Bidders, including Financial Statements of Bidders, identified in the Instructions to Bidders; and 9) any other relevant criteria specifically listed in the Bidding Documents. The City of Pearland reserves the right to reject any or all bids. A bid that has been "opened" may not be changed for the purposes of correcting an error in the bid price. Young Lorfmg,TRMC City Secretary, City of Pearland First Publication date: February 20, 2014 Second Publication date: February 27, 2014 07-2013 00100-3 of 3 CITY OF PEARLAND INSTRUCTIONS TO BIDDERS Section 00200 INSTRUCTIONS TO BIDDERS 1. Defined Terms 1.1 The term "Owner" hereinafter is defined as the City of Pearland and is used interchangeably with the term"the City". Both terms are synonymous and refer to the City. 1.2 The term "Bidder" means one who submits a Bid Proposal directly to Owner, as distinct from a sub-bidder, who submits a bid to a Bidder. The term "Successful Bidder" means the lowest responsible Bidder to whom the Owner (on the basis of Owner's evaluation as hereinafter provided) makes an award. The term "Bid Documents" includes the Invitation to Bidders, Instructions to Bidders, the Bid Proposal, and the proposed Contract Documents (including all Addenda issued prior to receipts of bids). 1.3 The term "E-bid System" refers to the City's electronic bidding system. This is a web- based system that provides all Bid Documents electronically to potential Bidders and forms the pathway for interested Bidders to submit bids in response to advertisement and invitation. The term "e-bid" and/or "electronic bid" means the Bidders' electronic response submitted on the electronic Bid Proposal to the Owner by way of the E-bid System. The terms "electronic bid" or"e-bid" are used inter-changeably to describe the above bid process to submit an authorized bid to the City in response to an Invitation to Bidders. Cab*`. 1.4 The term "Pro-Trak" means the City's web-based contract administration and construction records management system used by involved parties to administer the project. This system serves as the web accessed centralized information distribution hub for communications and document management, pay application processing and record retention for all project documentation. Operational instructions for this system will be issued to the successful Bidder at the pre-Construction Meeting. 1.5 All other definitions set out in the Contract Documents are applicable to terms used in the Bidding Documents. 1.6 Unless otherwise expressly provided herein, all references to "day(s)" shall mean consecutive calendar day(s). 2. Registration for E-bid System 2.1 The Owner's E-bid System is accessible via the City's web site at www.cityofpearland.org/bids. Bid documents can be viewed by simply selecting a specific project from the BID OPPORTUNITIES list and clicking on that project AFTER registration as a Supplier. Potential Bidders MUST REGISTER as a "Supplier" by clicking on the Supplier Registration button and completing the registration form. Registrants must provide data for all categories marked with a"*" and must select the following project bid categories: Building Construction Services,New(includes Maintenance and Repair) Cumn\ Construction Services, General " " 10-2012 00200-1 of 8 CITY OF PEARLAND INSTRUCTIONS TO BIDDERS Construction Services, Heavy " Construction Services,Trade (new construction) Select the appropriate Time Zone for the Bidder's location and whether that location observes Daylight Savings time. Complete the registration information providing all required contact information and establish password security for the E-bid System. Once complete, "suppliers" will receive emails notifying of bid opportunities. Downloading any project bid data will automatically place the bidder's contact information on the list of plan holders list and the E- bid System will automatically send any and all updates, changes or addenda associated with that project. 2.2 The electronic Bid Proposal can only be submitted through this system. The form can be printed for Bidder's use, but the Bid Proposal MUST be submitted on the electronic form within the E-bid System. 2.3 Questions regarding use of the E-bid System may be directed by email to: ebids@ci.pearland.tx.us. 3. Copies of Bidding Documents 3.1 Complete sets of "electronic" Bidding Documents are available for download to registered Bidders at No Cost from the City's E-bid System at: www.cityofpearland.org/bids. Interested Bidders must register as a "Supplier" on this site in order to receive the Bid Documents, and all Addenda or other notifications of changes, including communications from the Owner or Engineer. All Bid Documents are available to download and print. 3.2 The Bidder accepts sole responsibility for ensuring that he obtains a full set of these documents by completing the registration and executing a full and complete download of the project documents. Downloading of Bid Documents automatically ensures receipt of any and all subsequent communications from the City or its Engineer. 3.2 Copies of Bidding Documents are available or may be viewed at any of the Plan Houses listed in the Invitation to Bidders. It is recommended that all interested Bidders, whether bidding directly to the Owner or Sub-bidders bidding to a Bidder, register as a Supplier and download the project Bid Documents. 3.3 Complete sets of Bidding Documents must be used in preparing Bid Proposals; neither Owner nor Engineer assumes any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents including, but not limited to all Addenda issued prior to bid. 3.4 Owner and Engineer, in making copies of Bidding Documents available on the above terms, do so only for the purpose of obtaining Bid Proposals on the Work, and do not confer a license or grant for any other use. 4. Qualifications of Bidders 4.1 In determining to whom to award a contract, the City of Pearland may consider, in addition to the other selection criteria identified in section 16 of these Instructions to Bidders, the following Qualifications of Bidder, and each Bidder must be prepared to submit within two (2) days of Owner's request any or all of such Qualifications requested: J 10-2012 00200-2 of 8 CITY OF PEARLAND INSTRUCTIONS TO BIDDERS 1) A brief narrative of previous experience of the Bidder with projects of a similar nature and scope; 2) A list, including owner name and project location, of on-going projects and contracts for construction of projects of the Bidder which are not yet substantially complete; 3)A list of proposed subcontractors and suppliers for the project being bid; 4) A list of name, address and telephone number of references for projects completed by Bidder; and 5) A Financial Statement of Bidder, consisting of the balance sheet and annual income statement of Bidder for the Bidder's last fiscal year end preceding the submission of the Bid Proposal, which has been audited or examined by an independent certified public accountant. The Financial Statement of Bidder shall be used to determine a Bidder's net working capital, which is defined as current assets less current liabilities. A Bidder's net working capital shall be considered evidence of the Bidder's ability to provide sufficient fmancial management of the project being bid. The Bidder's Financial Statement shall be clearly and conspicuously marked as "confidential", and shall be deemed and treated as confidential and excepted from the Public Information disclosure requirements of Texas Government Code Section 552.001 et seq., as such information, if released, would give advantage to a competitor or bidder, and/or would cause substantial competitive harm to Bidder. 5. Examination of Contract Documents and Site ("b.\ 5.1 It is the responsibility of each Bidder before submitting a Bid Proposal, to (a) examine the Bidding Documents thoroughly, (b) visit the site to become familiar with local conditions that may affect cost, progress, performance or furnishing of the Work, (c) consider federal, state and local laws and regulations that may affect cost, progress, performance or furnishing of the Work, (d) study and carefully correlate Bidder's observations with the Contract Documents, and (e) notify Engineer of all conflicts, errors, omissions or discrepancies in the Contract Documents, (f) to recognize and plan for use of the City's "Pro-Trak" software to administer the construction process and perform the work of the project. 5.2 Any reports of explorations and tests of conditions at the site which have been utilized by the Engineer in preparation of the Contract Documents will be made available to Bidders for review, but such reports are not part of the Contract Documents. Bidder may not and should not rely upon the accuracy of the data contained in such reports, interpretations or opinions contained therein, or the completeness thereof, for the purposes of bidding or construction. 5.3 Information and data reflected in the Contract Documents with respect to underground utilities, equipment or other underground facilities at or contiguous to the site is based upon information and data furnished to Owner and Engineer by owners of such underground facilities or others, and Owner does not assume responsibility for the accuracy or completeness thereof. 5.4 Before submitting a Bid Proposal, each Bidder will, at Bidder's own expense, make or obtain any additional examinations, investigations, explorations, tests and studies and obtain any additional information and data which pertain to the physical conditions (surface, subsurface and underground facilities) at or contiguous to the site or otherwise which may 10-2012 00200-3 of 8 CITY OF PEARLAND INSTRUCTIONS TO BIDDERS affect cost, progress, performance or furnishing of the Work and which Bidder deems necessary to determine its Bid Proposal prices for performing and furnishing the Work in accordance with the Contract Time, Contract Price and other terms and conditions of the Contract Documents. 5.5 On request in advance, Owner will provide each prospective Bidder access to the site to conduct such explorations and tests as each prospective Bidder deems necessary for submission of a Bid Proposal. Prospective Bidders shall fill all holes, clean up and restore the site to its former condition upon completion of such explorations. 5.6 The lands upon which the Work is to be performed, rights-of-way and easements for access thereto and other lands designated for use by Contractor in performing the Work are identified in the Contract Documents. All additional lands, access thereto or contractual arrangements for use by the Contractor required for temporary construction facilities or storage of materials and equipment are to be provided by Contractor. Easements for permanent structures or permanent changes in existing structures are to be obtained and paid for by Owner unless otherwise provided in the Contract Documents. 5.7 The submission of a Bid Proposal will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of this Article 4, that without exception the Bid Proposal is premised upon performing and furnishing all of the Work required by the Contract Documents and such means, methods, techniques, sequences or procedures of construction as may be indicated in, required by or reasonably inferred from the Contract Documents, and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. 6. Interpretations and Addenda 6.1 All questions about the meaning or intent of the Contract Documents are to be directed to Engineer. Interpretations or clarifications considered necessary by Engineer in response to such questions will be issued by Addenda delivered or transmitted by electronic means to all registered Bidders in the City's E-bid System. Questions received less than five (5) days prior to the date for opening of Bid Proposals may not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. 6.2 Addenda may also be issued to modify the Bidding Documents as deemed advisable by Owner or Engineer. Addenda will automatically be made available to all registered Bidders that have downloaded Bid Documents from the City's E-bid System. 7. Bid Security 7.1 Each Bid Proposal must be accompanied by bid security made payable to Owner in an amount of five percent (5%) of the Bidder's maximum Bid Proposal price, in the form of a certified check, cashier's check or a Bid Bond ("Bid Security"). 7.2 Bidders submitting bids through the E-bid System shall scan and up-load a copy of their Bid Security (sealed Bid Bond, Certified Check or Cashier's Check ) as an attachment to their electronic bid. Original documents for Bid Security shall be requested by the City 10-2012 00200-4 of 8 CITY OF PEARLAND INSTRUCTIONS TO BIDDERS from the lowest two bidders and delivered to the City's Purchasing Officer within 48 business hours of the Bid Opening. Bid Security shall be delivered to: Office of City Purchasing, Finance Department, 2nd Floor City Hall, 3519 Liberty Drive, Pearland, Texas 77581. 7.3 The Bid Security of the Successful Bidder will be retained until such time as Bidder has executed the Standard Form of Agreement, and furnished the required Performance and Payment Bonds, whereupon the Bid Security of both bidders will be returned. If the Successful Bidder fails to execute and deliver the Standard Form of Agreement and furnish the required performance and payment bonds within ten (10) days after the Notice of Award, Owner may annul the Notice of Award and shall be entitled to make a claim against the Bid Security. The Bid Security of other Bidders will be retained until the Contract is awarded and the Standard Form of Agreement becomes effective, or all bids are rejected, whereupon Bid Security furnished by all such Bidders will be returned. 8. Contract Time 8.1 The number of days in which the Work is to be Substantially Completed, as set forth in the Bid Proposal form and the Standard Form of Agreement, subject to such extension of time as may be due under the terms and conditions of the Contract Documents ("Contract Time"). All references to "time" or"days" shall be interpreted as consecutive calendar days. 9. Liquidated Damages and Early Completion Bonus 9.1 Provisions for liquidated damages and early completion bonus, if any, are set forth in the Standard Form of Agreement. 10 Substitute or"Or-Equal" Items 10.1 The Contract, if awarded, will be on the basis of the selected materials and equipment described in the Plans or specified in the Specifications without consideration of possible substitute or "or-equal" items. Whenever it is indicated in the Plans or specified in the Specifications that a substitute or "or-equal" item of material or equipment may be furnished or used by the Contractor if acceptable to Engineer, application for such acceptance will not be considered by Engineer until after the Agreement becomes effective. All "or-equal" references shall be interpreted to mean "or approved equal". The procedure for submission of any such application by Contractor and consideration by Engineer is set forth in the Contract Documents. 11. Bid Form 11.1 The Bid Proposal form (Section 00300 — Bid Proposal) is included with the Bidding Documents when downloaded. This Document must be printed and signed, as required below, and then uploaded as an Attachment to the Bid. All E-bids must be submitted on the City's official E-bid System Bid Proposal document. All blanks on the Bid Proposal form must be completed or filled in. The Bidder shall bid all Alternates, if any. Incomplete Bid Proposals may be cause for rejection. 11.2 Bid Proposals by corporations must be executed in the corporate name by the president or a vice-president (or other corporate officer accompanied be evidence of authority to sign) 10-2012 00200-5 of 8 CITY OF PEARLAND INSTRUCTIONS TO BIDDERS and the corporate seal must be affixed and attested by the secretary or an assistant secretary. ^� The corporate address and state of incorporation must be shown below the signature. Once executed the document is to be uploaded as an attachment to the Bid. 11.3 Bid Proposals by partnerships must be executed in the partnership name and signed by a general partner, whose title must appear under the signature, and if a corporate general partner, executed as required above for corporations and the official address of the partnership must be shown below the signature. All names must be typed or printed below the signature. Once executed the document is to be uploaded as an attachment to the Bid. 11.4 The Bidder shall acknowledge receipt of all Addenda (the number of which must be filled in on the Bid Proposal form). 11.6 The address and telephone number for communications regarding the Bid Proposal must be shown on the Bid Proposal form. 12. Submission of Bid Proposals 12.1 The place, date and/or time designated for opening Bid Proposals may be changed in accordance with applicable laws, codes and ordinances. Any such changes to the Bid Schedule shall be made by Addenda. 12.2 Electronic Bids shall be submitted per the requirements, instructions, terms and conditions as stated in the registration and submittal instructions of the City's E-bid System electronic bidding software. All Bidders utilizing this system MUST register as a potential supplier, (Bidder). E-Bids are submitted directly via the City's Web based system located at www.cityofpearland.org/bids. Bid Proposals submitted after the bid date and time will be rejected. 13. Modification and Withdrawal of Bid Proposals 13.1 Prior to submission, E-bid Bid Proposals may be modified or withdrawn without prejudice. 13.2 Once submitted, Bid Proposals may only be modified by an appropriate document duly executed (in the manner that a Bid Proposal must be executed) and delivered to Office of City Purchasing, Finance Department, 2°a Floor City Hall, 3519 Liberty Drive, Pearland, Texas 77581 and submitted any time prior to the opening of Bid Proposals. 13.3 A Bidder may not modify or withdraw its Bid Proposal by facsimile or verbal means. A withdrawn Bid Proposal may be resubmitted prior to the designated time for opening Bid Proposals. No bid may be withdrawn or terminated for a period of sixty (60) days subsequent to the bid opening date without the consent of the City of Pearland. 13.4 If, within twenty-four (24) hours after Bid Proposals are opened, any Bidder files a duly signed, written notice with Owner and promptly thereafter demonstrates to the reasonable satisfaction of Owner that there was a material mistake in the preparation of its Bid Proposal, that Bidder may request to withdraw its Bid Proposal and the bid security may be returned or, at the discretion of the Owner, Owner may make a claim against the bid security. Thereafter, that Bidder will be disqualified from further bidding on the Project to be provided under the Contract Documents. 10-2012 00200-6 of 8 CITY OF PEARLAND INSTRUCTIONS TO BIDDERS (1/1"\, 14. Opening of Bid Proposals 14.1 Bid Proposals will be opened and (unless obviously non-responsive) read aloud publicly. An abstract of the amounts of the base Bid Proposals and major alternates (if any) will be made available to Bidders after the opening of Bid Proposals. Bid Proposals, in their entirety, shall be open for public inspection after the contract is awarded, with the exception of any trade secrets or confidential information contained therein, provided Bidder has expressly identified any specific information contained therein as being trade secrets or confidential information. 15. Bid Proposals to Remain Subject to Acceptance 15.1 All Bid Proposals will remain subject to acceptance for sixty(60) days after the day of the Bid Proposal opening, but Owner may, in its sole discretion, release any Bid Proposal and return the bid security prior to that date. 16. Award of Contract 16.1 Owner reserves the right to reject any and all Bid Proposals, to waive any and all informalities not involving price, time or changes in the Work and to negotiate contract terms with the Successful Bidder. Owner may reject a bid as non-responsive if: 1) Bidder fails to provide required Bid Security; 2) Bidder improperly or illegibly completes or fails to complete (111 \ all information required by the Bidding Documents; 3) Bidder fails to sign the Bid Proposal or improperly signs the Bid Proposal; 4) Bidder qualifies its Bid Proposal; 5) Bidder tardily or otherwise improperly submits its Bid Proposal; 6) Bidder fails to submit the Qualifications of Bidder as required under section 3 of these Instructions to Bidders; or 7) Bid Proposal is otherwise non-responsive. Contracts are awarded on the basis of one of the following criteria: A) provision of the"Best Value" or B) Lowest Responsible Bidder 16.2 Best Value. In determining the best value for the Owner, and in determining to whom to award a contract, Owner may consider: 1) purchase price; 2) reputation of the Bidder and Bidder's goods or services; 3) quality of Bidder's goods or services; 4) extent to which the goods or services meet the Owner's needs; 5) Bidder's past relationship with the Owner; 6) impact on the ability of Owner to comply with laws and rules relating to contracting with historically underutilized businesses and nonprofit organizations employing persons with disabilities; 7) total long-term cost to Owner to acquire Bidder's goods or services; 8) the Qualifications of Bidder; and 9) any other relevant criteria specifically listed in the Bidding Documents. A contract to be awarded to the Bidder offering the Best Value may be let on either a lump sum basis or a unit cost basis dependent on the Bid Proposal format. 16.3 Lowest Responsible Bidder. In determining Lowest Responsible Bidder, Owner will consider: Lowest Total Bid price for all work including Base Bid, Extra Work and Alternates, if any, and any other cost criteria. Additional evaluation criteria may include: the Qualifications of the Bidders, whether or not the Bid Proposals comply with the prescribed requirements, and such alternates, unit prices and other data, as may be requested in the Bid Proposal form or prior to the Notice of Award. Discrepancies in the multiplication of units of 10-2012 00200-7 of 8 CITY OF PEARLAND INSTRUCTIONS TO BIDDERS Work and unit prices will be resolved in favor of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. A contract to be awarded to the Lowest Responsible Bidder may be let on either a lump sum basis or a unit cost basis dependent on the Bid Proposal format. Acceptance of any and all bids may be conditioned on compliance with the requirement for attendance of the mandatory pre-bid meeting. 16.4 In either case, Owner may conduct such investigations as Owner deems necessary to assist in the evaluation of any Bid Proposal and to establish the responsibility, qualifications and financial ability of Bidders, proposed Subcontractors, suppliers and other persons and organizations to perform and furnish the Work in accordance with the Contract Documents, to Owner's satisfaction, within the Contract Time. 17. Contract Security 17.1 When the Successful Bidder delivers the executed Standard Form of Agreement to Owner, it must be accompanied by the Performance, Payment, Maintenance and Surface Correction Bonds required by the Contract Documents. Bonds may be on the forms provided herein or an equal form containing no substantive changes, as determined by Owner. 18. Signing of Agreement 18.1 When Owner gives a Notice of Award to the Successful Bidder, it will be accompanied by the required number of unsigned counterparts of the Standard Form of Agreement, and the required Performance and Payment Bond forms. Within ten (10) days thereafter Contractor shall sign and deliver the required number of counterparts of the Standard Form of Agreement to Owner with the required Bonds. Within ten (10) days thereafter, Owner shall deliver one fully signed counterpart to Contractor. There shall be no contract or agreement between Owner and the Successful Bidder until proper execution and attestation of the Standard Form of Agreement by authorized representatives of the Owner. 19. Pre-bid Conference 19.1 A pre-bid conference will be held as indicated in the Invitation to Bid. Attendance at the pre-bid conference is MANDATORY to fulfill the prerequisite requirements for Bidders bidding directly to the Owner. 20. Retainage 20.1 Provisions concerning retainage are set forth in the Contract Documents. END OF SECTION 10-2012 00200-8 of 8 CITY OFPEARLAI\rD BID PROPOSAL(11116\. . Section 00300 BID PROPOSAL )-0 Part A Date:.. Bid of V 1rX1- 5 t ir=tii:5 Co^t5 L11° 1 N& , an individual proprietorship/a isiagiorationorgani7ed and existing under the laws of the State of Texas/a:partnership consisting of .for the construction of Traffic Signal Installation and Median Improvements—FM 518 at Garden Road City of Pearland,-Texas COP PN: TR1306 BID NO.: 0913-83 (Submitted in Electronic format) To: The Honorable Mayor and City Council of Pearland City of Pearland 3519 Liberty Drive Pearland, Texas 77581 Pursuant to the published Invitation to Bidders.and Instructions to Bidders; the undersigned Bidder hereby proposes to perform all the work and furnish all necessary superintendence, labor, machinery, equipment, tools and materials:, and whatever else may be:necessary to complete all the work described in or reasonably inferable from the Contract Documents for the.construction Of the Traffic Signal Installation and Median Improvements FM 518 at Garden Road with all related appurtenances, complete, tested, and operational, in accordance with the Plans and Specifications prepared by the Engineer, EPIC Transportation Group;LP,800\7Vilcrest DriVe, Suite 240, Houston, TX 77042, Tel: 713-609-9416, Fax: 713-609-9806, e-mail: mail@epicgrouplp.com, Contact:Harish Narayanappa.P.E.,PTOE,for the unit prices or applicable prices set forth in Exhibit "A', the electronic bid form as contained in the City's E-bid system; which, once fully executed and submitted shall constitute a legal and executable proposal from the Bidder. It is understood that, in the event any changes are ordered on any part of the Work, the applicable unit prices bid shall apply as additions to or deductions from the total prices for the parts of the Work so changed. The Bid Security required under the.Instructions to Bidders is included and has been uploaded as an attachment within the E-bid system and; that a fully executed,signed and sealed hard copy has been delivered to the Office of City Purchasing, Finance Department,.2nd Floor, City Hall; 3519 Liberty Drive Pearland, Texas 77581. The Bidder agrees to submit to the Owner the Qualifications of Bidder, including the Financial Statement of Bidder, as required by the Instructions to Bidders if requested to do so as a condition of the Bid review. The Bidder binds himself, upon acceptance of his proposal, to execute the Standard Form of Agreement and furnish an acceptable Performance and Payment Bond and Maintenance Bond;each in the amount of one hundred percent (100%) of the total Contract:Price; according to the forms included in.the Contract Documents, for performing and completing the said work within the time r\) Bidder's Initial's:-; 10-2012 00300- I of 3 CITY OF PEARLAND BID PROPOSAL (Pk\• stated and for the prices stated in Part B of this proposal along with all required insurance.in the p P .. . .. required amounts. • The undersigned Bidder agrees to commence work within 10 days ofthe date of a written Notice to Proceed. it is understood that the Work is to be Substantially Complete within niney(90)days and Final completion within one hundred twenty (120) days after the date of the:Notice to Proceed. Time for Substantial Completion shall begin on the date established by the Notice to Proceed: The Contractor will pay liquidated damages in the amount(s) specified in Document 00500-:Standard Form of Agreement, in the event the Work is not Substantially Complete within:the Contract Time.. The undersigned agrees that the amounts bid in this Bid Proposal will not be withdrawn-or modified for ninety(90)days following date of:Bid Proposal opening,or such longer period as may be agreed to in writing by the City of Pearland and Bidder. It is understood that in the event the Successful Bidder fails to enter into the Standard Form of Agreement and/orr to furnish an acceptable Performance and Payment Bond and Maintenance Bond. : each in the amount of one hundred (100) percent of the Contract Price, along.With all required insurance in the stated amounts within ten (10)days of the Notice of Award,the Successful Bidder will forfeit the Bid Security as provided in the Instructions to Bidders. Unless otherwise expressly provided herein,all references to"days)" shall mean calendar day(s). The Bidder acknowledges that the following Addenda have been received. The modifications to the Bidding Documents noted therein have been considered and all costs thereto are included in the . Bid Proposal prices. Addendum No.: Date: 1-+ Addendum No.: Date: Addendum No.: Date: . 3 I .7 1 I Addendum No:: Date: Bidder hereby represents that the only person or parties interested in this offer as principals are those natned, Bidder has not directly or indirectly entered into any agreement. participated in any collusion, or otherwise taken any action in restraint of free competitive bidding. • Finn.Name: -rs6SC+ - J 5i S Crag!0 iJGTton` ts'N By: • Title: \(ILL “kE;LDEr1 . Address: fq PcY 13'14- D a-Z0>oN; TK 771;3Gt • Phone No: . 211 "3 3 7- ) 9),6. ATTEST: . AA-(14" )4 A C( SF'1 (Seals if Bidder is a Corporation) (Typed or ringed Name) Signature / 11-1 • • Dater Bidder's Initialrs: 10_2012 00300-2 of 3. CITY OF PEARL 4 VD BID PROPOSAL.. . END OF SECTION • r116\ Bidder's Initial's>'( !! 10-2012 00300-3 of 3 City of Pearland Texas (Projects Department) Supplier Response Bid Information Contact Information Ship to Information Bid Creator Patty Patke Program Address 3519 Liberty Drive Address 3519 Liberty Drive Specialist Suite 201 Email ppatke@ci.pearland.tx.us Pearland,TX 77581 Pearland,TX 77581 Phone (281)652-1756 Contact Patty Patke Contact Fax (281)652-1706 Projects Department Department Bid Number 0913-83 Addendum 2 Building City Hall Building City Hall Title Traffic Signal Installation and 2nd Floor Median Improvements(FM Floor/Room Floor/Room 518 at Garden Road) Telephone (281)652-1756 Telephone 281 (652) 1738 Bid Type Invitation to Bid Fax (281)652-1706 Fax Issue Date 02/20/2014 Email Email ebids@ci.pearland.tx.us Close Date 3/11/2014 2:00:00 PM CT ppatke@ci.pearland.tx.us Need by Date Supplier Information Company Traffic Systems Construction, Inc. Address 520 FM 646 DICKINSON,TX 77539 Contact Department Building Floor/Room Telephone 1 (281)337-1926 Fax 1 (281)337-2968 Email Submitted 3/11/2014 11:14:40 AM CT Total $326,335.00 Signature Supplier Notes Bid Notes The project will entail the installation of mast arm traffic signal system, audible pedestrian signals,VIVDS,fully actuated ground mounted controller and pedestrian sidewalk/ramp installation at the intersection of FM 518 at Garden Rd. Project also includes installation of concrete median along FM 518 between Morenci and Lazy Bend St and signing and pavement markings between these limits. Bid Activities Date Name Description 3/4/2014 2:00:00 PM Mandatory Pre-Bid Conference A mandatory pre-bid conference will be held at the City of Pearland City Hall at 3519 Liberty Drive,Pearland,Texas 77581 at 2:00 p.m.on Tuesday,March 4,2014. 0913-83 Addendum 2-Page 1 of 6 Bid Messages (1/16N, Please review the following and respond where necessary # Name Note Response 1 Response Attachment Bidder understands and has completed the following:The Submitted Bid Proposal and Bid Security required under the Instructions to Bidders has been uploaded as an attachment within the E-bid system and,a fully executed, signed and sealed hard copy of the Bid Bond will be delivered upon request to the Office of City Purchasing, Finance Department,2nd Floor,City Hall,3519 Liberty Drive,Pearland,Texas, 77581. 2 Non-collusion Statement Bidder has submitted a completed and signed copy of the Submitted Non-Collusion Statement 3 General Conditions Bidder has read and agrees to the General Conditions set Agrees forth by the City of Pearland. 4 Specification Acknowledgement Bidder has reviewed specifications and agrees that their Agrees bid adheres fully. 5 Local Bidder Bidder claims Pearland local bidder preference,pursuant Not Local Bidder to provisions of Local Bidder Preference claim form and Texas Local Government Code,Chapter 271.9051 Cligh"\, 0913-83 Addendum 2-Page 2 of 6 Line Items # Qty UOM Description Response 1 1 PKG Base Bid Items $286,800.00 Item Notes: Supplier Notes: Package Line Items:You are not required to respond to all lines in the package # Qty UOM Description Response 1.1 1 LS MOBILIZATION (NOT TO EXCEED 3%OF 9,500.00 TOTAL BID AMOUNT) Item Notes: Spec 01505 Supplier Notes: 1.2 1 LS TRAFFIC CONTROL AND REGULATION 5,750.00 Item Notes: Spec 01555 Supplier Notes: • 1.3 1 LS FURNISH AND INSTALL REINFORCED 92,125.00 CONCRETE SLOPE PAVING,CONCRETE CURBS,CONCRETE MEDIAN,SIDEWALKS, \ SODDING,DETECTABLE WARNING SURFACES AND BIODEGRADABLE EROSION CONTROL LOGS IN ACCORDANCE WITH DRAWINGS AND SPECIFICATIONS. Item Notes: Spec 02751, 02770, 02771, 02922, 536 Supplier Notes: 1.4 1 LS FURNISH AND INSTALL ROADWAY 14,925.00 SIGNING AND PAVEMENT MARKINGS IN ACCORDANCE WITH DRAWINGS AND SPECIFICATIONS. Item Notes: Spec 02582, 02981, 644, 672 Supplier Notes: (1°6\ 0913-83 Addendum 2-Page 3 of 6 1.5 1 LS FURNISH AND INSTALL FULLY ACTUATED 164,500.00 TRAFFIC SIGNAL SYSTEM, INCLUDING ALL APPURTUNANCES IN ACCORDANCE WITH PLANS AND SPECIFICATIONS. Item Notes: Spec 416, 618, 620, 624, 628, 680, 682, 684, 686, 687, 6007, 6266, 8317, 8835, 16724 Supplier Notes: 2 1 PKG Extra Items $39,535.00 Item Notes: Extra work pay items will only be utilized after obtaining prior approval from the City and the Engineer. Supplier Notes: Package Line Items:If responding to this package,all line items in the package are required (Silk\ # Qty UOM Description Response 2.1 50 SY REINFORCED CONCRETE SLOPE PAVING(61N) 115.00 Item Notes: Spec 02751 Supplier Notes: 2.2 100 LF CONCRETE CURB(DOWEL) 55.00 Item Notes: Spec 02770 Supplier Notes: 2.3 100 LF CONCRETE CURB(SLOTTED) 55.00 Item Notes: Spec 02770 Supplier Notes: 2.4 200 SF CONCRETE SIDEWALKS(4") 13.75 Item Notes: Spec 02771 Supplier Notes: 0913-83 Addendum 2-Page 4 of 6 2.5 50 SY SODDING 23.00 Item Notes: Spec 02922 Supplier Notes: 2.6 100 SY CONCRETE MEDIAN (DOWEL) 144.00 Item Notes: Spec 536 Supplier Notes: 2.7 100 LF REFL PAV MRK TY I(W)4"(BRK)(100MIL) 0.85 Item Notes: Spec 02582 Supplier Notes: 2.8 500 LF REFL PAV MRK TY I (W)4"(SLD)(100MIL) 0.85 Item Notes: Spec 02582 Supplier Notes: 2.9 100 LF REFL PAV MRK TY I (W)8" (SLD)(100MIL) 1.70 Item Notes: Spec 02582 • Supplier Notes: 2.10 20 EA REFL PAV MRKR TY II-C-R 5.75 Item Notes: Spec 672 Supplier Notes: 2.11 20 EA REFL PAV MRKR TY II-A-A 5.75 Item Notes: Spec 672 Supplier Notes: 2.12 50 LF CONDT(PVC)(SCHD 80)(2") 10.00 Item Notes: Spec 618 Supplier Notes: rib\ 0913-83 Addendum 2- Page 5 of 6 2.13 50 LF(1111.11 Item Notes: Spec 618 CONDT(PVC)(SCHD 80)(2")(BORE) 12.00 Supplier Notes: 2.14 50 LF CONDT(PVC)(SCHD 80)(3") 11.00 Item Notes: Spec 618 Supplier Notes: 2.15 100 LF CONDT(PVC)(SCHD 80)(3")(BORE) 13.00 Item Notes: Spec 618 Supplier Notes: 2.16 100 LF TRAF SIG CBL(TY A)(12 AWG)(2 CONDR) 1.25 Item Notes: Spec 684 Supplier Notes: 2.17 100 LF TRAF SIG CBL(TY A)(12 AWG)(4 CONDR) 1.50 Item Notes: Spec 684 Supplier Notes: 2.18 200 LF TRAF SIG CBL(TY A)(12 AWG)(7 CONDR) 1.75 Item Notes: Spec 684 Supplier Notes: Response Total: $326,335.00 0913-83 Addendum 2-Page 6 of 6 CITY OF PEARLAND STANDARD FORM OF AGREEMENT Section 00500 STANDARD FORM OF AGREEMENT THIS AGREEMENT is by and between City of Pearland (hereinafter called OWNER or City) and Traffic Systems Construction, Inc. (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK CONTRACTOR shall complete all work as specified or indicated in or reasonably inferable from the Contract Documents (hereinafter the "Work"). The Work is generally described as follows: Traffic Signal Installation and Median Improvements FM 518 at Garden Road City of Pearland,Texas COP PN: TR1306 BID NO.: 0913-83 Article 2. ENGINEER The Work has been designed by EPIC Transportation Group, LP, 800 Wilcrest Drive, Suite 240, Houston, TX 77042, Tel: 713-609-9416, Fax: 713-609-9806, e-mail: mail@epicgrouplp.com, Contact: Harish Narayanappa, P.E., PTOE who is hereinafter called ENGINEER and who is to assume all duties and responsibilities and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. Article 3. CONTRACT TIME 3.1 The Work will be Substantially Complete (as defined in Article 1 of the General Conditions) within ninety (90) days (including weekends and holidays) from the date when the Contract Time commences to run as provided in paragraph 5.01 of the General Conditions (as revised in the Special Conditions if applicable), and completed and ready for Final Payment within one hundred twenty(120) days from the date when the Contract Time commences to run. No work will be allowed on Sundays. 3.2 Liquidated Damages. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with Article 5 of the General Conditions. OWNER and CONTRACTOR also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration preceding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for 10-2012 00500- 1 of 7 CITY OF PEARLAND STANDARD FORM OF AGREEMENT delay (but not as a penalty) CONTRACTOR shall pay OWNER Two Hundred and Fifty dollars ($250.00) for each day that expires after the time specified in paragraph 3.1 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse or fail to complete the remaining Work within the time set out in the Certificate of Substantial Completion or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER Two Hundred and Fifty dollars ($250.00) for each day that expires after the time specified in the Certificate of Substantial Completion for completion and readiness for Final Payment. 3.3 Inspection Time. Working hours for the Pearland Inspection personnel are from 7:30 a.m. to 4:30 p.m., Monday through Friday, excluding City approved holidays. The Contractor shall notify the OWNER of any required inspection overtime work at least 48 hours in advance and shall pay the overtime wages for the required City inspections. Article 4. CONTRACT PRICE 4.1 OWNER shall pay CONTRACTOR for completion of the Work in strict accordance with the Contract Documents in current funds $290,561.00 (the"Contract Price"). The Contract Price includes the Base Bid and Extra Items, as accepted by OWNER (11/16‘. and as shown in Document 00300—Bid Proposal. Article 5. PAYMENT PROCEDURES CONTRACTOR shall submit Applications for Payment in accordance with Section 6.0 "Measurement and Payment" of the General Conditions. Application for Payment will be processed by ENGINEER as provided in the General Conditions. 5.1 Progress Payments. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR's Application for Payment as recommended by ENGINEER as provided below. All progress payments will be on the basis of the progress of the Work and actual quantity of Work completed, in accordance with Article 6 "Measurement and Payment"of the General Conditions. 5.1.1 Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage or actual quantity of Work complete, but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with the General Conditions. The OWNER shall make payment within 30 days of receipt of application for payment by the ENGINEER. 5.1.2 Each progress payment shall be less retainage as specified in Paragraph 6.06 of the General Conditions, and further less all previous payments and all further sums that may be retained by the OWNER under the terms of this Agreement. It is understood, however, that in case the whole work be near to completion and some unexpected and unusual delay occurs due to no 10-2012 00500-2 of 7 CITY OF PEARLAND STANDARD FORM OF AGREEMENT fault or neglect on the part of the CONTRACTOR, the OWNER may upon written recommendation of the ENGINEER pay a reasonable and equitable portion of the retained percentage to the CONTRACTOR, or the CONTRACTOR at the OWNER's option, may be relieved of the obligation to fully complete the Work and, thereupon, the CONTRACTOR shall receive payment of the balance due him under the contract subject only to the conditions stated under"Final Payment." 5.2 Final Payment. Upon final completion and acceptance of the Work in accordance with paragraph 6.09of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said paragraph 6.09. Article 6. INTEREST Interest on any overdue payment from OWNER to CONTRACTOR shall be paid in accordance with the provisions of Chapter 2251.025 of the Texas Government Code, as amended. Article 7. CONTRACTOR'S REPRESENTATIONS In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: 7.1 CONTRACTOR has familiarized himself with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. 7.2 CONTRACTOR has studied carefully all available surveys, assessments, reports of explorations, investigations, and tests of subsurface conditions and drawings of physical conditions of the site. Such technical reports and drawings are not Contract Documents, and Owner makes no representations or warranties as to the accuracy of such documents or information, or to whether or not they are complete, comprehensive, or all-inclusive. 7.3 CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports, and studies (in addition to or to supplement those referred to in paragraphs 7.2 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the Work ,and CONTRACTOR assumes the risk of such subsurface and physical conditions, and shall furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, investigations, explorations,tests,reports, and studies or similar information or data are or will be required by CONTRACTOR for such purposes. 10-2012 00500-3 of 7 CITY OF PEARLAND STANDARD FORM OF AGREEMENT 7.4 CONTRACTOR has reviewed and checked all information and data shown or indicated on the Contract documents with respect to existing underground facilities at or contiguous to the site and assumes responsibility for the accurate location of said underground facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said underground facilities are or will be required by CONTRACTOR in order to perform and finish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. 7.5 CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. 7.6 CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies in the Contract Documents of which Contractor knew or should have known, and CONTRACTOR shall perform the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including any written resolution of any such conflict, error or discrepancy by ENGINEER. In the event of a conflict that was not brought to the OWNER's or ENGINEER's attention prior to the bid, the CONTRACTOR is assumed to have bid the most expensive alternative. Article 8. CONTRACT DOCUMENTS (0/11',. The Contract Documents, which comprise the entire agreement between OWNER and CONTRACTOR concerning the Work, consist of the following, each of which are incorporated herein by reference: 8.1 Standard Form of Agreement(Section 00500). 8.2 Performance, Payment, and/or Maintenance Bonds (Sections 00610, 00611, and 00612). 8.3 General Conditions of Agreement (Section 00700), including Attachment No. 1 Workers' Compensation Insurance Coverage, Attachment No. 2 Agreement for Final Payment and Contractor's Sworn Release, and Attachment No. 3 Owner's Insurance Requirements of Contractor. 8.4 Special Conditions of Agreement(Section 00800). 8.5 Plans, consisting of sheets numbered 1 through 63 inclusive with attachments with each sheet bearing the following general title: Traffic Signal Installation and Median Improvements—FM 518 at Garden Road 8.6 Instructions to Bidders and CONTRACTOR's Bid Proposal, including any Addenda referenced therein. 8.7 Technical Specifications for the Work. 10-2012 00500-4 of 7 CITY OF PEARLAND STANDARD FORM OF AGREEMENT 8.8 The following, which may be delivered or issued after this Agreement becomes effective: Any Change Orders or other documents amending, modifying, or supplementing the Contract Documents in accordance with the General Conditions. There are no Contract Documents other than those listed above in this Article 8. The Contract Documents may only be amended, modified or supplemented as provided in the General Conditions. Article 9. MISCELLANEOUS 9.1 Terms used in this Agreement which are defined in Section 1, "Definitions and Interpretations" of the General Conditions will have the meanings indicated in the General Conditions. 9.2 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.3 OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representative to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. 9.4 CONTRACTOR agrees to warranty the Work for a period of one (1) year from Substantial Completion against defects in materials and workmanship. CONTRACTOR agrees to repair or replace any defective work within this warranty period immediately unless such repairs require long lead time materials and equipment in which case CONTRACTOR shall provide an agreeable schedule for repairs at no additional cost to OWNER. 9.5 The Work will be completed according to the Contract Documents and in accordance with codes, ordinances, and construction standards of the City of Pearland, and all applicable laws, codes and regulations of governmental authorities. 9.6 In the event any notice period required under the Contract Documents is found to be shorter than any minimum period prescribed by applicable law, the notice period required shall be construed to be the minimum period prescribed by applicable law. 9.7 This Contract and the Contract Documents, insofar as they relate in any part or in any way to the Work undertaken therein, constitute the entire agreement between the parties hereto, and it is expressly understood and agreed that there are no agreements or promises by and between said parties, except as aforesaid, and that any additions thereto or changes shall be in writing. 10-2012 00500-5 of 7 CITY OFPEARLAND STANDARD FORM OF AGREEMENT 9.8 The provisions of this Contract shall be applied and interpreted in a manner consistent with each other so as to carry out the purposes and the intent of the parties, but if for any reason any provision is unenforceable or invalid, such provisions shall be deemed severed from this Contract and the remaining provisions shall be carried out with the same force and effect as if the severed provision had not been part of this Contract. 9.9 The headings of the paragraphs are included solely for the convenience of reference and if there is any conflict between the headings and the text of this Contract, the Contract text shall control. 9.10 The waiver of any breach hereof shall not constitute a waiver of any subsequent breach of the same or any other provision hereof. Failure by the OWNER in any instance to insist upon observance or performance by CONTRACTOR shall not be deemed a waiver by CONTRACTOR of any such observance or performance. No waiver will be binding upon OWNER unless in writing and then will be for the particular instance only. Payment of any sum by OWNER to CONTRACTOR with knowledge of any breach or default will not be deemed a waiver of such breach or default or any other breach or default. 9.11 The CONTRACTOR acknowledges that the OWNER(through its employee handbook) considers the following to be misconduct that is grounds for termination of an employee of the OWNER: Any fraud, forgery,misappropriation of funds, receiving payment for services not performed or for hours not worked,mishandling or untruthful reporting of money transactions, destruction of assets, embezzlement, accepting materials of value from vendors, or consultants, and/or collecting reimbursement of expenses made for the benefit of the OWNER. The CONTRACTOR agrees that it will not, directly or indirectly; cause an employee of the OWNER to engage in such misconduct. 10-2012 00500-6 of 7 CITY OF PEARLAND STANDARD FORM OF AGREEMENT IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in (11111 duplicate. One counterpart each has been delivered to OWNER and one to CONTRACTOR. This Agreement will be effective upon execution and attestation by authorized representatives of the City of Pearland and upon the following date: , 20 OWNER: CONTRACTOR: CITY OF PEA Traffic Systems Construction, Inc. By: Title: Title: A-e s Date: Date: (Corporate Seal)(11111%) . ATTEST : ;in:ti ST or g ,\ Phone: Fax: Agent for service of process: END OF SECTION 10-2012 00500-7 of 7 ``t • Bond No. 10604104 CITY OF PEARLAND PERFORMANCE BOND Section 00610 PERFORMANCE BOND STATE OF TEXAS § COUNTY OF BRAZORIA § KNOW ALL MEN BY THESE PRESENTS:That Traffic Systems Construction,Inc. of the City of Dickinson ,County of Galveston , and State of Texas, as principal, and Travelers Casualty and Surety Company of America authorized under the laws of the State of Texas to act as surety on bonds for principal& area�heryd and�firmlyd�bound unto City of Pearland as Obligee Twoy- (Owner),in the penal sum of$one Dollars and No Geau($290,561 oa for the payment whereof, 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 contract with the Owner, effective as of the 28th clay of April , 2014 , (the"Contract") to commence and complete the construction of certain improvements described as follows: Traffic Signal Installation and Median Improvements FM 518 at Garden Road City of Pearland,Texas COP PN:TR1306 BID NO.:0913-83 which Contract, including the Contract Documents as defined therein, is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully perform said Contract Work and shall in all respects duly and faithfully observe and perform all and singular the covenants, conditions, and agreements in and by said Contract agreed arid covenanted by the Principal to be observed and performed, and according to the true intent and meaning of said Contract and Contract Documents,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 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Statute to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract, or to the Work performed thereunder, or the plans, specifications, or drawings accompanying the same, shall in any way 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. 12/2007 00610-1 of 2 Bond No. 10604104 CITY OF PEARLAND PERFORMANCE BOND IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this 28th day of April ,2014 , Principal: Surety: • Traffic Systems Construction,Inc. Trave ua . and Surety •entiii of erica By: By; Title: e /3-e Title: Steven E. White,Attorney-Iu-Fact Address: Address: 520 FM 646 N. 4650 Westway Park Blvd. Dickinson TX 77539 Houston TX 77041-2036 Telephone: 781-117-1916 Telephone: 281-606-8417 281-534-1937 281-606-8436 Fax: Fax: NOTICE: THE ADDRESS OF THE SURETY COMPANY TO WHICH ANY NOTICE OF CLAIM SHOULD BE SENT MAY BE OBTAINED FROM THE TEXAS DEPARTMENT OF INSURANCE BY CALLING ITS TOLL-FREE TELEPHONE NUMBER; 1-800-252-3439. END OF SECTION 1212007 00610-2 of 2 Bond No. 10604104 CITY OF PEARLAND PAYMENT BOND Section 00611 PAYMENT BOND STATE OF TEXAS § COUNTY OF BRAZORIA § KNOW ALL MEN BY THESE PRESENTS:That Traffic Systems Construction,Inc. of the City of Dickinson ,County of Galveston , and State of Texas, as principal, and Travelers Casualty and Surety Company of America authorized under the laws of the State of Texas to act as surety on bonds for principals, are:field and�fIrm arbound unto City of Pearland as Obligee (Owner),in the penal sum of$One Dollars and No Cents(S240,561.o) for the payment whereof, 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 contract with the Owner, effective as of the 28th day of April 20 14 , (the"Contract") to commence and complete the construction of certain improvements described as follows: Traffic Signal installation and Median Improvements FM 518 at Garden Road City of Pearland,Texas COP PN:TR1306 BID NO., 0913-83 which Contract, including the Contract Documents as defined therein, is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall pay all claimants supplying labor or material to him or a subcontractor in the prosecution of the Work provided for in said Contract, 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 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Statute to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract, or to the Work performed thereunder, or the plans, specifications, or drawings accompanying the same, shall in any way 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. 07/2006 00611--1 of 2 Bond No. 10604104 CITY OF PEARLAND PAYMENT BOND IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this 28th day of April ,2014 Principal: Surety: Traffic Systems Construction,Inc. Trave d Surety C p f erica B (( �' • y: By: Title: //. e--e— — 'J Title: Steven E.White,Attor ey-ln-Fact` Address: Address: 520 FM 646 N. 4650 Westway Park Blvd. Dickinson TX 77539 Houston TX 77041-2036 Telephone: 281-337-1926 Telephone: 281-606-8417 281-534-1937 281-606-8436 Fax: Fax: NOTICE:THE ADDRESS OF THE SURETY COMPANY TO WHICH ANY NOTICE OF CLAIM SHOULD BE SENT MAY BE OBTAINED FROM THE TEXAS DEPARTMENT OF INSURANCE BY CALLING ITS TOLL-FREE TELEPHONE NUMBER; 1-800-252-3439. END OF SECTION 07/2006 00611-2 of 2 Bond No. 10604104 er` CITY OFP 4RLAND ONE-YEAR MAINTENANCE BOND p 4I Section 00612 ONE-YEAR MAINTENANCE BOND STATE OF TEXAS § COUNTY OF BRAZORIA § KNOW ALL MEN BY THESE PRESENTS: That Traffic Systems Construction, Inc, of the City of Dickinson ,County of Galveston ., and State of Texas, as principal, and Travelers Casualty and Surety Conipany of America authorized under the laws of the State of Texas to act as surety on bonds for principalsdu ar�e�held hand Qfiirmlyd�boued ry d unto City of Pearland as Obligee (Owner),in the penal sum of$n�.rml u. NU rmrs rsa�o SFr_a,t for the payment whereof, 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 contract with the Owner, effective as of the 28th day of April ,2014 , (the"Contract") to commence and complete the construction of certain improvements described as follows: Traffic Signal Installation and Median Improvements FM 518 at Garden road City of Pearland,Texas COP PN: TR1306 BID NO.:0913-83 which Contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully correct all such work not in accordance with the Contract Documents discovered within the one-year period from the date of substantial completion,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 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Statute to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract, or to the work performed thereunder, or the plans, specifications, or drawings accompanying the same,shall in any way 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. 07f2006 00612-1 of 2 Bond No. 10604104 CITY OF PEARLAND ONE-YEAR MAINTENANCE BOND Calk' IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this 28th day of April ,2014. Principal: Surety: Traffic Systems Construction,Inc. Tr nd Sure C n. America By: By: Title: /6-e- 's Title: S even E.White,Attorney-In-Fa`t Address: Address: 520 FM 646 N. 4650 Westway Park Blvd. Dickinson TX 77539 Houston TX 77041-2036 Telephone: 281-337-1976 Telephone: 281-606-8417 281-534-1937 281-606-8436 Fax: Fax: C NOTICE: THE ADDRESS OF THE SURETY COMPANY TO WHICH ANY NOTICE OF CLAIM SHOULD BE SENT MAY BE OBTAINED FROM THE TEXAS DEPARTMENT OF INSURANCE BY CALLING ITS TOLL-FREE TELEPHONE NUMBER; 1-800-252-3439. END OF SECTION 07/2006 00612-2 of 2 WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company,Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance Underwriters,Inc.,St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company,St.Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company,which resolutions are now in full force and effect,reading as follows: that the Chairman,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President,any Vice President,any Second Vice rE5oLVED, resident,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds,recognizances,contracts of indemnity,and other writings obligatory in the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED,that the Chairman,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company,provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED,that any bond,recognizance,contract of indemnity,or writing obligatory in the nature of a bond,recognizance,or conditional undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President,any Second Vice President,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary;or(b)duly executed(under seal,if required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED,that the signature of each of the following officers:President,any Executive Vice President,any Senior Vice President,any Vice President, any Assistant Vice President,any Secretary,any Assistant Secretary,and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents,Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I,Kevin E.Hughes,the undersigned,Assistant Secretary,of Farmington Casualty Company,Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance Underwriters,Inc.,St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company,St.Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United�States Fidelit}and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Compea�whicli in fulrf and effect and has not been revoked. • _ A� { c. 28th Aril 14 rJ TESTIMONY WHEREOF,I have hereunto set my hand and affixed the-seals of"saiid'Comp�anies this day of •� _ ,20 '' "Kevin E.Hughes,Assistant Sec tary C, SU,��T '`. 1'I.1 yI. Jy ftE 4"is O\1�IN'4(/N J�11 A7'4 g,�P�.iY A/ypa .••leY"4114 �YA O.[Y• Jai o c Afootb 4`�, a titpNVOR�>F� f�ii HPOFAT'Pi "p ': O 1982 O 'f 1977 - itD.. n.r� ( ... . pO e'1 s 4 .a tit4tF6 §` "�g ,, .�i HARTFORD. RD, : a+ ; 1951 - � ' �''$EA1,/O� � °S CONN. n cola+. 8 t896 � 5 a t SEALIs o b,-y. ,.. %y ,,v, "is�x Eco• d .,,..•fasf v:�., a 's sae ", �I `%! 4 ^�"ea` 14..E rs....�..� bt ft`' AIN To verify the authenticity of this Power of Attorney,call 1-800-421-3880 or contact us at www.travelersbond.com.Please refer to the Attorney-In-Fact number,the above-named individuals and the details of the bond to which the power is attached. • WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER AIIIIk POWER OF ATTORNEY TRAVELERSJ Farmington Casualty Company St.Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company Fidelity and Guaranty Insurance Underwriters,Inc. Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St.Paul Guardian Insurance Company • Attorney-In Fact No. 223233 Certificate No. 0 0 5 6 7 5 3 3 0 KNOW ALL MEN BY THESE PRESENTS: That Farmington Casualty Company,St.Paul Fire and Marine Insurance Company,St. Paul Guardian Insurance Company,St.Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company are corporations duly organized under the laws of the State of Connecticut,that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa,and that Fidelity and Guaranty Insurance Underwriters,Inc.,is a corporation duly organized under the laws of the State of Wisconsin(herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Arthur T.Flanagan,Bradley D.Johnson,Steven E.White,and Lawrence L.Rhodes of the City of Houston ,State of Texas ,their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above,to sign,execute,seal and acknowledge any and all bonds,recognizances,conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of.guaranteeing the fidelity of persons,guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitiedin any act ons or,proceedings_allowed by law. —:V- �.•1 e.:.- -- IN WITNIBSS"WHEREOF,the Companies have caused this instrument t d a o'be signend their,corporate seals to be hereto affixed,this 22nd d-ay of ;Qclober 2013 '' �, y •Ai. - '',, ti Y - - Farmington Casualty Company' y "_'•I..i'' St.Paul Mercury Insurance Company - •-- - Fidelity and Guaranty+Ins urance`Company, �-- Travelers Casualty and Surety Company - ' Fidelity and Guaranty Insurance'Underwriters,Inc. Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St.Paul Guardian Insurance Company �,�,�,�7yy . P119,. win Same, GAS U,�� -cPl""� .• y V FIRE 6 \1;µ..1jt§:&, j'•'!!!.F...,, ,. ANe !gyp_",4 O..PAko 2 1� V_�yuayq J 4 O .9 }JP..........9 g0 S` �q �\fJ'. .-YJ '- ' '.60i. '`INCaRPOHNTEo m=litttt at "'FmW,•'ccavoaarf�+ 1951 t z' --- .o° HARTFORD, f arcraza e S 1982 0 t 1977 4— 3 HnarFary t ‘y cr ' s..At.." :SEAL s '�i.SBAL;3= coNN. o � OEM Je n 1• N l� ',7' e v....ze.L f v.'••.. a° s +'i• "'1 �'�F` �r"'/Att100"'- y� F d 1• Q �0mna"` fs.7,Ns✓ ''�S•..�....*a of . �N , v� State of Connecticut By: / , City of Hartford ss. Robert L.Raney, enior Vice President On this the 22nd day of October 2013 before me personally appeared Robert L.Raney,who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance Underwriters,Inc.,St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company,St.Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company,and that he,as such,being authorized so to do,executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. G•Ter In Witness Whereof,I hereunto set my hand and official seal. t `TAR t Xf `Ww" a • V�knt" ^��1 My Commission expires the 30th day of June,2016. O�l8"G * Marie C.Tetreault,Notary Public s 58440-8-12 Printed in U.S.A. WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER E 17,:-,7' 41/7EL, R IMPORTANT NOTICE , TO OBTAIN INFORMATION OR MAKE A COMPLAINT: You may contact Travelers Casualty& Surety Company of America, Travelers Casualty & Surety Company,'fravelers Indemnity Company, Standard Fire Insurance Company and/or Farmington Casualty Company for information or to make a complaint at: Travelers Bond Attn: Claims 1500 Market Street West Tower, Suite 2900 Philadelphia,PA 19102 (267) 675...3057 (267) 675-3102.Fax You may contact the Texas Department of Insurance to obtain the information on companies,coverages, rights or complaints at: Texas Department of Insurance P.O. Box 149104 Austin,TX 78714-9104 (800)252-3439 ATTACH THIS NOTICE TO YOUR BOND. This notice is for information only and does not become a part or a condition of the attached document and is given to comply with Section 2253-021, Government Code,and Section 53.202, Property Code,effective September 1,2001. es") ..------"41- 0 ARE) CERTIFICATE 0.F LIABILITY INSURANCE DATE:(MM/DONYYyl, 3./1112:014. . . THIS-CERTIFICATE IS;IS.S.IJED7AS.A..MATTER OF. INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE-.HOLDER.THIS (1111.61 CERTIFICATE DOES.NOT AFFIRMATIVELY OR 'NEGATIVELY AMEND,.EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW: THIS CERTIFICATE.Orikij.11AN0E.:tibt :..0"r. .CONSTITUTE A.C6NTI4Act tEt.iititEN.THE ISSUING misuritit(t),AuthOkitto. .. REPRESENTATIVEORPRODUCER,AND-THECERTIFICAT.E.HOLDER, IMPORTANT:- If•the.tertificate holder is..anADDMONAL.INSURED,the policy(ies)Inattbe.eridorsed, If:SUBROGATION IS.WAIVED;Subject-to the tenns.-apd'cOnclitious of the policy,certain policies may require an eudorteMent. A.Statemeq.on this certificate does not:confer.rights to the certificate hairferin lieu of.suCfrendOrsemard(e)„. PROOLICER. .NANCONTACT . IE .111113•.niternarional Insurance' Services. PRONt: .. •ix . • 10117 Weitheitier., tnite'300' " - .(1134. a7a &see -tA10,riti;e-iot• •... • • - . AAJO,,f101(11:3) :•97e:-'5749.. gpustpn TX 776423454 AODRSS fouston.serviceknbinternationai cOm. . ... .. INSUREK(SrAFVORDINGCOVERAGE . NA1-0* ... .. ifedliefi:ki Tr:a:Veleta-15.koperty 'casualty'CO 6 .. ; 255-74 INSURED tiiiii-0-4-:.-iW ..[NgtiiiikS- TraVeleri.'IndainitY:Co.. : 25658 Trail:ic..Systems-sC6rat-idetibil.T. -Inc. :iii$Cftft- tikTorth.River Insurance Co . 21165 .... P.O.. Box f3.34.6 INSURERO: ... . . .. Dickinson TX-71-53-9.--13!16 -01S6R5KE,i- .. ..... - - ............... . INSUREFt -.:: ... . .......... COVERAGES CERTIFICATE:NUMBER:.:Cert:161 0147 REVISION NUMBER THIS*IS To:C.LWITY.TIW THE POLICIES OF INSURANCE LISTED BELOW.HAVE iEfEs4.ISSUED To.T.HE.INsuqED NAMED ABOVE FOR THE POLICY PERIOD: INDICATED: -Nt#inirciiistAmb10o*iyRanfffE40-r,TERM.ok.:to6itirrjON-.6F My..0014.TRACT-Ok OTHER tioeuMENT.WiTh RESPECT TO WHICH THIS CEEZTICATE-"W?.EE.IgaILD OR MAY PERrAIN.,THE INSURA.NCE•qicE501,1bEliBY THE.00LIdES"DESGEZ1BED:FIEREIN"Is-aLiEu -r.•-ro All-THE TERMS,. EXCLUSIONS.ANID.CONDITIONSO F.•SUCH POLICIE5"...LIM ITS-SHOWN MAYHAV.E.BEEN:REDUCED-.Br.PAID•CLAINIS. INSR ADM.-SUBR FOLICY.EFF. .:poucy, . . LIR' TYPE.OPINeURANCE: !ask wv0 POLICY-NUMBER (MM/DO/YYYYI:TIVIM/DO/YYYYj* LIMITS- GENERAL:LIABILtrif EACH OCCURRENCE $. 5..-;666i0e0 , DAMAGE 10.13EN ILL). B ' .3C-.-:COMMERCFAUGNERALLIA110.1Y :2' . .Y CO50635314. 81.3.1.20.11 e/1)-2014. .. ..pRENSES:(Ea-occumenceij ' $ . :30.,...000 .. . .:CLAIMS:MOE. ..X. .00CUR ::MEC:EXP.(Aiiiiiiiiiiiikiii): . $. • •:•itrOtioAL-oiovilvpi45.i. $,. 1,06.i dot... •• - • . . • :•btf1EWO:00.gEONTO $ 2:,.000,.000 ..... . $ , .r••-,----------„•-, • 6-6,LApp9t0,1kT.E•WirAPpii'Es•pot. • •....Pik)17,067r5:, ClkiPlGI,..AG-:. : 1.,:660,.60 6 POLICY X:-....JECT.."' ---1.LOC • -( .AnitimoSILE-LIASiarik. .,1111 . • $ •COMBINED'S ING,LE:LIMIT ' . . "-..I Vim-iripvib., .: 1,:0011,000 A • -X. .ANYALTIO. Y : Y BA1c31.36.42: 811/7.01.1. 'el/V2014: :13.G.Pk - ., -.,!,.-13.T.,.), • ALL OWNED —.SCHEcLILEG. . .0001L.,(..:44,....00...veroco.0.11. i). 0.. . -.Apr(15. .. .AUTOS • .... ... "NON-OwNErt . •*-212 PERIXDAMAZL $..1-111386-A.V1-0$ .:Axj-rm8' •perk-Oder* ... $ C.: - :X-.1:IMBRELLAIIA8: . : N : 16.199 0•55 - --••• • - -... •-. - •• .4- 1/.20/. A.11/2y. 1.- ,.EAcEcocc.uRFarcE $. 5',:000..,::0.00 X- OCCUR .X5.81.. •--- •• •. EXCESS!SAS 01AIMS,MAD .• • •:AGGREGATE. $•• -10•,:060,.-0:60 • . ... . MED . .-08-.rtfiribNt .. • ..... $- :wciekeescohntseNsAiitili x . AniCi$TATU-. •C-TH, 0112011 et1/2014 . • •:TORY-1.1rorts. .ER.. A AND EMPLOYERS'LIABILITY- -YIN. • Y 11111C215277.5 • -•AWS,.:Ofilii*itibki.1=iA1116i:Ocr ,• •tr,..4A0H.Aceibar. i- .110.00„deb -.oFF.I.cEkAtairsEPEpliuoE0'"" • • NtA. •..... .-................ 11VMndatirDn NW " - i, 1-OH-000 •E.L.DIEASE',..EA'frAPLQTYEE . r. . r, . . IF4ed;riiiidItreiiifet ' - " ..-:.---'''•.." .'OESCRIPTION:CPOPERATIONS;b6lciiii: •,ELDMEA$E.,P.OLIPrOvirr s. 1„Op o;POO • • B. • • . • DES CIVPI1CiN'or.0p8a6.-tioNpiLocA110.NatifeistLes(AtfoorAooRo181„Aerattion'ailzaridr :s6iiesoilourilo-re..soc•o:r:feEitiiriitl) . . i..130.15•:Cipmp..'twil.:. $100 Coil., tied. $1,.0.1011. The.,deneral LiaBility, Automobile.Liabilitri. and Umbrella linbralla policies include a.blanket automatic additiOna1. insured endorsement..or•policy terms•that. Praiiide. additional. insured .titatiiii-'CO'the Certificate holder•anly•When there la a•Wr itten. COntraCt-. Between the :named insured and the certificate holder-that requires such .status subject to policy terms and: conditions The The General 'Li:ability,. auto:Liability, and Workers, Compensation policies' inClude.A.blanket automatic waiver:of subrogatIon endorsement. that provides-a -waiver nf.-subrogation Otiiy.when there:i'd:4:WtICESiti. Coneradt-betWeen the.iiatied iiistired•and the tertifiE:ate Bolder.that .reciaires...it:subject to policy terms. and conditions.. The General -Liability and -Auto riol-iciee ccintaiti a -Special.endor.Sement.-with "Primary -and yonc.ontributory".-wordizig• subject-to.policies, atid. tond3.0.ons:. .. ...... ........ .... ...... • • CERTIFICATEHifiLiitrt - •CANCELLATION. ilt:iiiiii-ANY.Or TOtIABoVE DESOVREItiPOLICiBS BO. AlsiOELLBO:E(BOOFtE. THE EXPIRATION -DATE •THEREOF; NOTICE' "WiLL. BE: lDELIVERED 1N; Atd0FitiAN6EVITFITREP.OLltY.0110 .PROVISION atii..or-rearlara '•" " rk\I 3519, Liberty .Drive AOTHokiigo'ReF!aeseicrivoye Peat-land TX-11X-.77.5.81 011884010 ACORD:CORpORATION,All..r.ighte•taierVed, ACORD 2.50010/DBI: :The ACORD.riameand logo are registered marksof A.doka -Page 1 of .2: DESCRIPTION OF OPERATIONS SECTION CONTINUED DATE --� 3/11/2014 CERTIFICATE HOLDER: INSURED: City of Pearland Traffic Systems Construction, Inc. 3519 Liberty Drive P.O. Box 1346 Dickinson TX 77539-1346 Pearland TX 77581 DESCRIPTION OF OPERATIONS CONTINUED: Professional Liability provided by endorsement CGD5461011 (attached) with follow form the underlying General Liability Occurrence Limit. Project: Traffic Signal Installation and Median Improvements - FM 518 at Garden Road, City of Pearland, Texas; COP PN: TR1306p T) DOC(1012003) Page 2 of 2 DESCRIPTION OF OPERATIONS SECTION CONTINUED DATE 3/11/2014 CERTIFICATE HOLDER: INSURED: City of Pearland Traffic Systems Construction, Inc. 3519 Liberty Drive P.O. Box 1346 Dickinson TX 77539-1346 Pearland TX 77581 DESCRIPTION OF OPERATIONS CONTINUED: Professional Liability provided by endorsement CGD5461011 (attached) with follow form the underlying General Liability Occurrence Limit. Project: Traffic Signal Installation and Median Improvements - FM 518 at Garden Road, City of Pearland, Texas; COP PN: TR1306; (611111 DOC(10/2003) Page 2 of 2 CITY OF PEARLAND PARTIAL WAIVER OF LIEN (1116'. Section 00615 PARTIAL WAIVER OF LIEN AND PAYMENT AFFIDAVIT The undersigned contracted with City of Pearland to furnish in connection with certain improvements to real property located in the City of Pearland, TX and owned by the City of Pearland which improvements are described as follows: In consideration of Pay Estimate No. in the amount of$ the undersigned, on oath, states that all persons and firms who supplied labor and materials to the undersigned in connection with said Project will be fully paid within 30 days of the date of this document by the undersigned for such work through In consideration of the payment herewith made, the undersigned does fully and finally release and hold harmless the City of Pearland and its surety, if any, through the above date from any and all claims, liens, or right to claim or lien, arising out of this Project under any applicable bond, law or statue. It is understood that this affidavit is submitted to induce payment of the above per' sum and for use by the City of Pearland in assuring the Owner and others that all liens \\- and claims relating to the said Project furnished by the undersigned are paid. Signature Printed Name&Title Company Name State of County of Subscribed and sworn to,before me, this day of , 20 My Commission Expires: Notary Public (111.6\ 5-12-12 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT Section 00700 GENERAL CONDITIONS OF AGREEMENT TABLE OF CONTENTS Page No. 1.0 DEFINITIONS AND INTERPRETATIONS 1 1.01 Owner, Contractor and Engineer 1.02 Contract Documents 1.03 Subcontractor 1.04 Written Notice 1.05 Work 1.06 Extra Work 1.07 Work Day (11111h\ 1.07-1 Rain Day 1.07-2 Impact Day 1.08 Calendar Day 1.09 Substantially Completed 1.10 Interpretation of Words and Phrases 1.11 Referenced Standards 1.12 Contract Time 1.13 Construction Inspector 1.14 Balancing Change Order 2.0 RIGHTS AND RESPONSIBILITIES OF THE OWNER 4 2.01 No Warranty of Design 2.02 Right of Entry 2.03 Ownership of Plans < 10-2012 00700-i CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT 2.04 Changes and Alterations 2.05 Damages 3.0 RIGHTS AND RESPONSIBILITIES OF THE ENGINEER 6 3.01 Owner-Engineer Relationship 3.02 Keeping of Plans and Specifications Accessible 3.03 Preliminary Approval 3.04 Inspection by Engineer 3.05 Determination of Questions and Disputes 3.06 Recommendation of Payment 4.0 RIGHTS AND RESPONSIBILITIES OF THE CONTRACTOR 8 4.01 Independent Contractor 4.02 Contractor's Understanding 4.03 Laws and Ordinances 4.04 Assignment and Subletting 4.05 Performance and Payment Bonds [and Maintenance Bond] 4.06 Insurance 4.07 Permits and Fees 4.08 Texas State Sales Tax 4.09 Contractor's Duty and Superintendence 4.10 Character of Workers 4.11 Labor, Equipment, Materials, Construction Plant and Buildings 4.12 Sanitation 4.13 Cleaning and Maintenance 4.14 Performance of Work �q 4.15 Right of Owner to Accelerate the Work 10-2012 00700-ii CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 4.16 Layout of Work 4.17 Shop Drawings 4.18 Engineer-Contractor Relationship; Observations 4.19 Observation and Testing 4.20 Defects and Their Remedies 4.21 Liability for Proper Performance 4.22 Protection Against Accident To Employees and the Public 4.23 Protection of Adjoining Property 4.24 Protection against Claims of Subcontractors, Laborers,Materialmen, and Furnishers of Equipment, Machinery and Supplies 4.25 Protection Against Royalties or Patented Invention 4.26 Indemnification 4.27 Losses From Natural Causes 4.28 Guarantee 5.0 PROSECUTION AND PROGRESS 18 5.01 Time and Order of Completion 5.02 Extension of Time 5.03 Hindrances and Delays 5.04 Suspension of Work 5.05 Liquidated Damages for Delay 5.06 Change of Contract Time 5.07 Delays Beyond Owner's and Contractor's Control 6.0 MEASUREMENT AND PAYMENT 21 6.01 Discrepancies and Omissions 6.02 Quantities and Measurements 10-2012 00700-iii CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 6.03 Estimated Quantities 6.04 Price of Work 6.05 Payments 6.06 Partial Payments 6.07 Use of Completed Portions &Punchlist 6.08 Substantial Completion 6.08-1 6.09 Final Payment 6.10 Correction of Work Before Final Payment 6.11 Correction of Work After Final Payment 6.12 Payments Withheld 6.13 Delayed Payments 7.0 EXTRA WORK AND CLAIMS 27 7.01 Differing Site Conditions 7.02 Change Orders 7.03 Change Orders 7.04 Request for Work Approval for Work on Non-Work Days 7.05 Minor Changes 7.06 Extra Work 7.07 Time of Filing Claims 8.0 DEFAULT 30 8.01 Default by Contractor 8.02 Supplementation of Contractor Forces 8.03 Cumulative Remedies & Specific Performance 8.04 Cross-Default 10-2012 00700-iv CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (illb.\' 8.05 Insolvency 8.06 Contingent Assignment 8.07 Waiver of Consequential Damages 8.08 Termination for Convenience 8.09 Default by Owner 9.0 DISPUTE RESOLUTION 35 ATTACHMENT NO. 1: WORKERS' COMPENSATION INSURANCE COVERAGE Al ATTACHMENT NO. 2: AGREEMENT FOR FINAL PAYMENT AND CONTRACTOR'S SWORN RELEASE B1 ATTACHMENT NO. 3: OWNER'S INSURANCE REQUIREMENTS OF CONTRACTOR Cl (111.111b\ 10-2012 00700-v CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT (01",, Section 00700 GENERAL CONDITIONS OF AGREEMENT 1.0 DEFINITIONS AND INTERPRETATIONS 1.01 OWNER, CONTRACTOR AND ENGINEER. The OWNER, the CONTRACTOR and the ENGINEER are those persons or organizations identified as such in the Agreement. The term ENGINEER as used in these General Conditions shall refer to the Engineer or Architect identified in the Agreement, as applicable, and means a person authorized to act as a representative of the entity designated by the OWNER to provide professional services required in connection with the preparation of plans and specifications of this Contract. The term CONSTRUCTION MANAGER as used in these General Conditions shall refer to the Construction Manager identified in the Agreement, as applicable, and means a person authorized to act as representative of the entity designated by the OWNER to provide professional services required in connection with the performance of the work of this Contract. The Owner's representative on the project site shall be the CONSTRUCTION MANAGER or ENGINEER as designated. 1.02 CONTRACT DOCUMENTS. The Contract Documents shall consist of all of the documents identified in Article 8 of the Standard Form of Agreement, which documents, excluding such documents as may be delivered or issued after the Effective Date of the Agreement, as referenced in Article 8, shall be bound together in a Project Manual for the Work. (111b.\ All references to the "Contract" or the "Agreement" in these General Conditions of Agreement shall include the Contract Documents. The Contract Documents are complementary, and what is required by one shall be binding as if required by all. In the event of any conflict among the Contract Documents, the Contract Documents shall govern in the following order: (1) Modifications in writing and signed by both parties,including any Change Orders; (2) Standard Form of Agreement; (3) Special Conditions of Agreement; (4) General Conditions of Agreement, including Attachment No. 1 — Workers' Compensation Insurance Coverage, Attachment No. 2 — Agreement for Final Payment and CONTRACTOR'S Sworn Release, and Attachment No. 3 —Owner's Insurance Requirements of Contractor; (5) Addenda, if any; (6) Plans and Specifications referenced or included in the Project Manual; (7) Instructions to Bidders; (8) Bid Proposal; and 10-2012 00700- 1 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (9) Exhibits: The following Exhibits, if any, attached hereto, are incorporated herein, and are a part of this Contract: In the event a conflict or inconsistency remains between or within the Contract Documents, or the Contract Documents and applicable standards, codes and ordinances, CONTRACTOR shall provide the greater quantity or better quality, or CONTRACTOR shall comply with the more stringent requirements, as determined by ENGINEER. Terms or phrases used in the Contract Documents with a well-known technical or construction industry meaning shall have such recognized meanings. References to standards, specifications, manuals or codes of any technical society, organization or association, or to the laws or regulations of any governmental authority, shall mean the latest in effect on the effective date of the Contract,unless otherwise stated in the Contract Documents. 1 .03 SUBCONTRACTOR. The term "subcontractor", as employed herein, includes those entities having a contract with the CONTRACTOR or a subcontractor for performance of work on the Project. OWNER shall have no responsibility to any subcontractor for performance of work on the Project contemplated by these Contract Documents, and any such subcontractor shall look exclusively to CONTRACTOR for any payments due subcontractor. 1.04 WRITTEN NOTICE. Written Notice shall be deemed to have been duly served if delivered in person or by electronic means through the Pro-Trak to the individual or to a partner of the partnership or joint venture, or to an officer of the corporation or company for whom it is intended, or if delivered at or sent by Certified Mail, Return Receipt Requested, to the last known business address or registered office of such individual,partnership,joint venture or corporation or company, or to the address for giving notices listed in the Standard Form of Agreement. 1.05 WORK. Unless otherwise stipulated, the CONTRACTOR shall provide and pay for all materials, supplies, machinery, equipment, tools, superintendence, labor, services, insurance, and all water, light, power, fuel, transportation and all other facilities or services of any nature whatsoever necessary for the execution and completion of the Work described in the Standard Form of Agreement. Unless otherwise specified, all materials shall be new, and both workmanship and materials shall be of good quality. The CONTRACTOR shall, if required by the ENGINEER as representative of the OWNER, furnish satisfactory evidence as to the kind and quality of materials. Materials or work described in words which so applied have well-known, technical or trade meaning shall be held to refer to such recognized standards. All work shall be done and all materials shall be furnished in strict conformity with the Contract Documents. 1.06 EXTRA WORK. The term "Extra Work", as used in this Contract, shall be understood to mean and include all work that may be required by the ENGINEER as representative of the OWNER, to be performed by the CONTRACTOR to accomplish any change, alteration or addition to the work shown in the plans. Extra work shall be authorized in writing by the ENGINEER prior to commencement. Extra Work items are paid for on an as needed, as authorized basis only. 1.07 WORK DAY: As used herein, a "Work Day" is defined as any Monday through Friday, not a legal holiday, and any Saturday or Sunday specifically approved by the OWNER, in which the CONTRACTOR can perform six or more hours of work per the current construction schedule. CONTRACTOR agrees to request specific approval from the Construction Manager or 10-2012 00700-2 of 36 CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT Owner, in advance, to perform work on Saturdays or Sundays and in so doing agrees to pay all charges and costs for Inspection and or Construction Management services required during the performance of any such approved work. Refer to paragraph 7.05 for procedure to determine cost for Construction Management and Inspection Services for work on non-work days. 1.07-1 RAIN DAY: As used herein, is defined as any WORK DAY during which weather related conditions prevent the CONTRACTOR from performing four (4) or more consecutive hours of work on critical path items as identified in the current construction schedule. CONTRACTOR shall record Rain Days on the Pay Application each month for the review and possible approval by the OWNER. The approved Rain Day is then added to the Contract Time. (See 1.12 Contract Time below) 1.07-2 IMPACT DAY: As used herein, is a day that is added to the CONTRACT TIME by the OWNER by Change Order to extend the Contract Time by one full Work Day. (See 1.12 Contract Time below) Impact Days, once approved by the OWNER, shall extend the Contract Time on a one-to-one basis to replace a Work Day lost to conditions that prevented the CONTRACTOR from performing four (4) or more consecutive hours of work on critical path items. Impact Days are added to the Contract Time by Change Order only at the end of the work and then only if, in the opinion of the OWNER, a time extension is warranted due to delays beyond the control of the Contractor and required to complete the work within the Contract Time. 1.08 CALENDAR DAY. A "calendar day" is any day of the week, month or year no days being excepted. Unless otherwise expressly provided, all references to "day(s)" shall mean (°/6", calendar day(s). 1 .09 SUBSTANTIALLY COMPLETED: The terms "Substantially Completed", or "Substantially Complete" or "Substantial Completion" as used in this Contract, shall mean that all major process components of the facility or work have been made suitable for use or occupancy, including appropriate documentation from the equipment suppliers that all of the individual components have been installed in accordance with the specifications and manufacturer's recommendations, the installations have been approved by the ENGINEER and the items have met the start-up and testing requirements of the contract documents or is deemed to be in a condition to serve its intended purpose or requires only minor miscellaneous work and adjustment to achieve Final Completion and Acceptance as determined by the ENGINEER. Upon compliance with the above referenced criteria, ENGINEER shall issue a Certificate of Substantial Completion. PARTIAL SUBSTANTIAL COMPLETION: designation will be given on components of the Work that must be placed into service prior to the completion of the entire Work. The contractor's One Year Warranty period for these items shall begin on the date of Partial Substantial Completion as designated by the ENGINEER. The ENGINEER shall determine and make all such designations. 1.10 INTERPRETATION OF WORDS AND PHRASES. Whenever the words "directed", "permitted", "designated", "required", "ordered", "considered necessary", "prescribed" or words of like import are used, it shall be understood that the direction, requirement,permission, order, opinion designation or prescription of the ENGINEER as the OWNER's representative is intended. Similarly, the words "approved", "acceptable", "satisfactory" or words of like import (4111. shall mean that no exception is taken by ENGINEER, but does not relieve CONTRACTOR of responsibility for compliance with the Contract Documents. 10-2012 00700-3 of 36 CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT Whenever in the Specifications or Plans of the Contract Documents, the terms of description of various qualities relative to finish, workmanship or other qualities of similar kind which cannot, from their nature, be specifically and clearly described and specified, but are necessarily described in general terms, the fulfillment of which must depend on individual judgment, then, in all such cases, any question of the fulfillment of said Specifications shall be decided by the ENGINEER as the OWNER's representative, and said work shall be done in accordance with his interpretations of the meaning of the words, terms or clauses defining the character of the work. 1.11 REFERENCED STANDARDS. No provision of any referenced standard specification, or manual shall be effective to change the duties and responsibilities of the Owner, Engineer, Contractor, or their consultants, employees, or representatives from those set forth in the Contract Documents, nor shall it be effective to assign to the Engineer or its consultants, employees, or representatives any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibilities contrary to provisions of the Contract Documents. 1.12 CONTRACT TIME The term Contract Time as used herein, refers to the number of Calendar days provided to complete the work or the date, stated in the Agreement: (i) to achieve Substantial Completion, and (ii) to complete the Work so that it is ready for final payment as evidenced by ENGINEER's written recommendation of final payment in accordance with Paragraph 6.09 and as modified as a result of any authorized Extensions. The established Contract Time includes 40 Rain Days per year, based on the average number of rain days per year for the period of June 1898 to December 1996 as recorded by the Alvin Weather Center Record. The Contract Time shall only be extended by (a) the addition of Rain Days equal to the number of actual Rain Days in excess of 40 days per year and (b) the number of Impact Days granted for delays, in the opinion of the Owner, beyond the control of the Contractor. The extension of the Contract Time shall be the CONTRACTOR's sole and exclusive remedy for delays. 1.13 CONSTRUCTION INSPECTOR The term "Construction Inspector" here in includes those professionals engaged by the OWNER to ensure CONTRACT work's compliance with the specifications and any applicable statutory requirements. 1.14 BALANCING CHANGE ORDER is a change order executed during the close-out process that may add/remove pay items, or adjust quantities of existing items or remove unused pay items or quantities Balancing Change Orders are used to reconcile the unit cost of the work performed or installed by the Contractor. 2.0 RIGHTS AND RESPONSIBILITIES OF THE OWNER 2.01 NO WARRANTY OF DESIGN. It is understood that the OWNER MAKES NO WARRANTY OF THE ADEQUACY, ACCURACY OR SUFFICIENCY OF THE PLANS AND SPECIFICATIONS OR ANY OTHER DESIGN DOCUMENTS, AND OWNER HEREBY EXPRESSLY DISCLAIMS ANY SUCH WARRANTY, EXPRESSED OR IMPLIED. Prior to commencing each portion of the Work, CONTRACTOR shall carefully study and compare the relevant Contract Documents, shall observe conditions at the site affecting the Work, and shall take field measurements of existing conditions related to the Work. Any errors, omissions or 10-2012 00700-4 of 36 CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT inconsistencies in the Contract Documents noted by the CONTRACTOR, and/or any variance between the Contract Documents and applicable codes, standards or ordinances, shall be promptly reported by CONTRACTOR to ENGINEER in writing as a Request for Information. Work performed prior to a Request for Information shall be at the Contractor's risk. If CONTRACTOR fails to perform its obligations under this paragraph, CONTRACTOR shall pay such costs and damages to OWNER as would have been avoided if CONTRACTOR had reported any errors, omissions, inconsistencies or variances in the Contract Documents noted by CONTRACTOR or which should have been noted by a careful study of the Contract Documents. CONTRACTOR shall comply with the Contract Documents, all approved modifications thereof and additions and alterations thereto approved in writing by the OWNER. The burden of proof of such compliance shall be upon the CONTRACTOR to show that he has complied with the requirements of the Contract Documents and approved modifications thereof and all approved additions and alterations, thereto, as the same shall have been interpreted by the ENGINEER. 2.02 RIGHT OF ENTRY. The OWNER reserves the right to enter the property or location on which the work herein contracted for is to be performed, constructed or installed, for itself or such agent or agents as it may select, for the purpose of inspecting the work, or for the purpose of performing, constructing or installing such collateral work as the OWNER may desire. The OWNER shall have the right to make inspections at all reasonable times, and the CONTRACTOR hereby waives any claims for extension of time and/or compensation for any loss or damage if his work shall be delayed by reason of such inspection, performance, construction or installation of collateral work. (111. 2.03 OWNERSHIP OF PLANS. All plans, specifications and copies thereof furnished by the OWNER shall not be reused on other work and, with the exception of the sets forming the part of the signed Contract Documents, are to be.returned to the OWNER on request at the completion of the Work. All plans and models are the property of the OWNER. 2.04 CHANGES AND ALTERATIONS. The CONTRACTOR further agrees that the Owner may make such changes and alterations, additions and deletions as the OWNER may see fit, in the Work, including but not limited to changes in line, grade, form, dimensions, plans or specifications for the Work herein contemplated, or any part thereof, either before or after the beginning of construction, without affecting the validity of this Contract and the corresponding Performance and Payment Bonds. If such changes or alterations or deletions diminish the quantity or the value of the Work to be done, they shall not constitute the basis for a claim for compensation or damages, including lost or anticipated profits on the Work that may be affected. If the amount of Work is increased and the work can fairly be classified under the specifications, such increase shall be paid for according to the quantity actually done and at the unit price, if any, established for such work under this Contract, otherwise, such additional work shall be paid for as provided under Article 7 hereof for Extra Work. In case the OWNER shall make such changes or alterations as shall make useless any Work already done or material already furnished or used in said Work, then the OWNER shall compensate the CONTRACTOR for any material or labor so used and for any actual loss occasioned by such change due to actual expenses incurred in preparation for the Work as originally planned. (1111 2.05 DAMAGES. In the event the OWNER is damaged in the course of the work by the act, negligence, omission, mistake or default of the CONTRACTOR, or should the 10-2012 00700-5 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT CONTRACTOR unreasonably delay the progress of the work being done by others on the job so as to cause loss for which the OWNER becomes liable, then the CONTRACTOR shall reimburse the OWNER for such loss. 3.0 RIGHTS AND RESPONSIBILITIES OF THE ENGINEER 3.01 OWNER-ENGINEER RELATIONSHIP. The ENGINEER shall serve as the OWNER'S representative during construction. The duties, responsibilities and limitations on the authority of the ENGINEER as the OWNER's representative during construction are set forth in the Contract Documents; and the ENGINEER shall not have authority to extend the OWNER's liability or to bind the OWNER for any additional liability of any nature whatsoever without the written consent of the OWNER. Any communications by the OWNER to the CONTRACTOR regarding the Work shall be issued through the ENGINEER. It is the intent of this Agreement that there shall be no delay in the execution of the Work; therefore, written decisions or directions rendered by the ENGINEER as the OWNER's representative shall be promptly carried out, and any claim arising therefrom shall be resolved as provided in Article 7. Unless otherwise specified, it is mutually agreed between the parties to this Agreement that the OWNER'S representative shall have the authority to issue written stop work orders whenever such stoppage may be necessary to insure the performance of the Work in accordance with the Contract Documents. 3.02 KEEPING OF PLANS AND SPECIFICATIONS ACCESSIBLE. The ENGINEER shall furnish the CONTRACTOR with four(4) copies of all Plans and Specifications ^� without expense to the CONTRACTOR, and the CONTRACTOR shall keep one full size copy of the same constantly accessible on the job site, with the latest revisions noted thereon. The CONTRACTOR shall be responsible for preserving the Plans and Specifications, timely and accurately updated, for reference and review by the OWNER or the ENGINEER and submittal of redlines during closeout. 3.03 PRELIMINARY APPROVAL. The ENGINEER shall not have the power to waive the obligations imposed under this Contract for the furnishing by the CONTRACTOR of new material of good quality, and for good and workmanlike performance of the Work as herein described, and in full accordance with the Contract Documents, without alteration, deletion or change. No failure or omission of the OWNER'S representative to discover, object to or condemn any non-conforming or defective work or material, or to stop work, shall release the CONTRACTOR from the obligation to fully and properly perform the Contract, including without limitation, the obligation to at once remove and properly replace any defective work or material at any time prior to final acceptance, upon discovery of such non-conforming or defective work or material. Any questioned Work may be ordered taken up or removed for inspection by the ENGINEER prior to final acceptance, and if found not to be in accordance with the Contract Documents, all expense of removing, inspection and repair or replacement shall be borne by the CONTRACTOR; otherwise the expense thus incurred shall be allowed as Extra Work and shall be paid for by the OWNER, provided that where inspection or approval is specifically required by the Specifications prior to performance of certain work, should the CONTRACTOR proceed with such work without requesting prior inspection or approval, he shall bear all expense of taking up, removing and 7 replacing this work if so directed by the ENGINEER. 10-2012 00700-6 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 3.04 INSPECTION BY ENGINEER. The ENGINEER will make periodic visits to the site to observe the progress and quality of the executed Work and to determine if such Work generally meets the essential performance and design features and the technical, functional /or engineering requirements of the Contract Documents, and is in all other respects being performed in compliance with the Contract Documents. However, the ENGINEER shall not be responsible for making any detailed, exhaustive, comprehensive or continuous on-site inspections to check the quality and/or quantity of the work, nor shall the ENGINEER be in any way responsible, directly or indirectly, for the construction means, methods, techniques, sequences, quality, procedures, programs, safety precautions or lack of same incident to the Work being performed or any part thereof. The ENGINEER shall use reasonable care to prevent deviation from the intent and substance of the Contract Documents by the CONTRACTOR in the performance of the Work and any part thereof and, on the basis of such on-site observations, will keep the OWNER informed of the progress of the work and will endeavor to guard the OWNER against defects and deficiencies in the Work of the CONTRACTOR. Notwithstanding any other provision of this Agreement or any other Contract Document, the ENGINEER shall not be in any way responsible or liable for any acts, errors, omissions or negligence of the CONTRACTOR, any subcontractors, agents, servants or employees or any other person, firm or corporation performing or attempting to perform any of the Work. 3.05 DETERMINATION OF QUESTIONS AND DISPUTES. In order to prevent delays and disputes and to discourage litigation, it is agreed that the ENGINEER shall, in all cases, determine the quantities and qualities of the several kinds of Work, which are to be paid for under this Contract. The ENGINEER shall address all questions in relation to said Work and the construction thereof, as well as all claims, disputes and other matters in question between the CONTRACTOR and the OWNER relating to the execution or progress of the Work or the interpretation of the Contract Documents. In the event the ENGINEER shall become aware of or shall receive information that there is a dispute or a possible dispute as to the reasonable interpretation of the terms and conditions of the Contract Documents, or any other dispute or question, the ENGINEER shall, within a reasonable time, provide a written interpretation of the Contract Documents or a written decision on all questions arising relative to the execution of the Work, copies of which shall be delivered to all parties to the Contract. If the CONTRACTOR or OWNER desires to take exception to any directions, order, interpretation or instructions of the ENGINEER, CONTRACTOR or OWNER shall present any such claim to the ENGINEER in accordance with the provisions of Section 7.04. 3.06 RECOMMENDATION OF PAYMENT. The ENGINEER shall review the CONTRACTOR's application for payment and supporting documents, shall determine the amount owed to the CONTRACTOR and shall provide written recommendation to the OWNER for payment to the CONTRACTOR in such amount. Such recommendation of payment to CONTRACTOR shall constitute a representation to the OWNER of the ENGINEER's judgment that the work has progressed to the point indicated, to the best of his knowledge, information and belief; however, such recommendation of an application for payment to CONTRACTOR shall not be deemed an acceptance of any defective or non-conforming Work. Any recommendation of payment by the ENGINEER shall be subject to OWNER's rights to withhold payment under Section 6.11 and as otherwise provided in the Contract. (111""N 10-2012 00700-7 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 4.0 RIGHTS AND RESPONSIBILITIES OF THE CONTRACTOR 1 4.01 INDEPENDENT CONTRACTOR. CONTRACTOR is, and shall remain, an independent contractor, solely responsible for the manner and method of completing the Work under this Contract, with full and exclusive power and authority to direct, supervise and control his own employees and to determine the means, method and manner of performing such Work, so long as such methods comply with the requirements of the Contract Documents, and do not adversely affect the completed improvements or any other property abutting or adjoining the Work area, the OWNER and ENGINEER being interested only in the result obtained and conformity of such completed improvements to the Plans, Specifications and Contract Documents. The fact that the OWNER or ENGINEER as the Owner's representative shall have the right to observe CONTRACTOR's work during his performance and to carry out the other prerogatives which are expressly reserved to and vested in the OWNER and the ENGINEER hereunder, is not intended to and shall not at any time change or affect the status of the CONTRACTOR as an independent contractor with respect to either the OWNER or the ENGINEER as the OWNER's representative or to the CONTRACTOR's own employees or to any other person, firm or corporation. 4.02 CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR has, by careful examination, satisfied himself as to the nature and location of the Work, the conformation of the ground, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the Work, the general and local conditions, including but not limited to weather, access, lay down and storage areas, and all other matters which in any way affect the Work under this Contract. It is further understood that the CONTRACTOR has satisfied himself as to the terms, meaning, intent and requirements of all of the Contract Documents, and applicable laws, codes, regulations and ordinances. CONTRACTOR hereby warrants and represents that it has taken into consideration all of the foregoing factors, and CONTRACTOR shall perform the Work for the Contract Price and within the Contract Time. No verbal agreement or conversation with any officer, agent or employee of the OWNER or the ENGINEER, either before or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained. 4.03 LAWS AND ORDINANCES. The CONTRACTOR shall at all times observe and comply with all federal, state or local laws, codes, ordinances, permits and regulations, regardless of whether the same are adopted before or after the execution of this Contract, which in any manner affect the Contract or the work, and shall indemnify, save and hold harmless the OWNER and the ENGINEER against any claim arising out of the violation of any such laws, ordinances and regulations, whether by the CONTRACTOR or his agents, employees, subcontractors or vendors. If the CONTRACTOR observes that the Plans and Specifications are at variance with federal or state laws or codes or the ordinances or regulations of the City, he shall promptly notify the ENGINEER in writing, and any necessary changes shall be made as provided in the Contract for changes in the work. If the CONTRACTOR performs any work knowing it to be contrary to such laws, codes, ordinances, rules or regulations, or if CONTRACTOR reasonably should have known of any such violation, and without such notice to the ENGINEER, CONTRACTOR shall bear all costs arising therefrom. The OWNER is a Political Subdivision of the State of Texas, and the law from which it derives its powers, insofar as the same regulates the objects for which, or the manner in which, or the conditions under which the OWNER may enter into contracts, shall be controlling and shall be considered as part of this Contract to the same effect as though embodied herein. Neither the act 10-2012 00700-8 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (111.'� of OWNER entering into this Contract, nor OWNER's performance hereunder, shall constitute a waiver of any immunity from suit enjoyed by OWNER under applicable law, all such rights and defenses being hereby expressly reserved, notwithstanding any term or provision herein to the contrary. The Code of Ordinances and other applicable regulations of the OWNER shall be deemed to be embodied in this Contract. The prevailing wage rates applicable to this Project shall be either Document 00811 —Wage Scale for Engineering Construction, or Document 00813 —Wage Scale for Building Construction, or both, as set out in the Project Manual. 4.04 ASSIGNMENT AND SUBLETTING. The CONTRACTOR further agrees that he will retain personal control and will give his personal attention to the fulfillment of this Contract and that he will not assign, by power of attorney or otherwise, or sublet said Contract, or any rights, duties or obligations arising thereunder, in whole or in part, without the prior written consent of the OWNER, and that no part or feature of the Work will be sublet to anyone objectionable to the ENGINEER or the OWNER. In addition, the OWNER reserves the right to disapprove the subletting of this Contract or any portion hereof on any basis whatsoever. The CONTRACTOR further agrees that the subletting of any portion or feature of the Work or materials required in the performance of this Contract shall not relieve the CONTRACTOR from his obligations to the OWNER, as provided for by this Agreement. 4.05 PERFORMANCE, PAYMENT AND MAINTENANCE BONDS. In the event the Contract Price shall be in excess of $25,000.00, the CONTRACTOR shall execute separate Performance,Payment and Maintenance Bonds, each in the sum of one hundred percent(100%) of the Contract Price, and each in accordance with the provisions of Chapter 2253 of the Texas Government Code. If the Contract Price does not exceed $25,000.00, the statutory bonds will not be required. All required Bonds shall be payable to OWNER and on forms approved by the OWNER, and shall be executed by a corporate surety in accordance with Article 7.19-1 of the Texas Insurance Code. It is agreed that the Contract shall not be in effect until such original Performance, Payment and Maintenance Bonds are delivered to and approved by the OWNER. The cost of the premium for the Performance, Payment and Maintenance Bonds, should Maintenance Bonds be required, shall be included in the CONTRACTOR's Bid Proposal. All bonds shall be issued by Texas Department of Insurance approved surety companies. 4.06 INSURANCE. The CONTRACTOR, at his own expense, shall procure, maintain and keep in force throughout the duration of the Work, and throughout the Guarantee Period, insurance as specified in Attachment No. I hereto with regard to Workers' Compensation Insurance, and as specified in Attachment No. 3 hereto with regard to all other Insurance. Such insurance shall be carried with an insurance company licensed to transact business in the State of Texas and shall cover all operations in connection with this Contract, whether performed by the CONTRACTOR or a subcontractor, or others for whom CONTRACTOR is responsible. 4.07 PERMITS AND FEES. Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for all permits, licenses, and inspections necessary for proper execution and completion of the Work, and which are legally required at the time bids are received. Permits required by the City of Pearland will be issued as a NO FEE permit. 4.08 TEXAS STATE SALES TAX. Materials incorporated into this project are exempt from State Sales according to provisions of the Texas Tax Code, Chapter 151, Subsection H. 10-2012 00700-9 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT The Contractor must obtain a limited sales, excise and use tax permit or exemption certificate which shall enable him to buy the materials to be incorporated into the Work without paying tax at due time of purchase. 4.09 CONTRACTOR'S DUTY AND SUPERINTENDENCE. The CONTRACTOR shall give adequate attention to the faithful prosecution and completion of this Contract and shall keep on the work, during its progress, a competent superintendent and any necessary assistants, all satisfactory to the ENGINEER as the OWNER'S representative. The superintendent shall represent the CONTRACTOR in his absence and shall act as the agent of the CONTRACTOR, and all directions given to him shall be binding as if given to the CONTRACTOR. Adequate supervision by competent and reasonable representatives of the CONTRACTOR is essential to the proper performance of the Work, and lack of such supervision shall be an act of default, and grounds for suspending operations of the CONTRACTOR. The Superintendent cannot be removed from the project without the consent of the Owner; the Superintendent must speak and understand the English language; the Superintendent must be on site when any work on the project is being done, even when a subcontractor is performing the work. The Work, from its commencement to completion, shall be under the exclusive charge and control of the CONTRACTOR, and all risk in connection therewith shall be borne by the CONTRACTOR. Neither the OWNER nor the ENGINEER as the OWNER's representative will be responsible for the acts or omissions of the CONTRACTOR, its subcontractors or any of its agents or employees, ^� or any other persons performing any of the Work. 4.10 CHARACTER OF WORKERS. The CONTRACTOR agrees to employ only orderly and competent workers, skillful in the performance of the type of work required under this Contract, to do the Work, and agrees that whenever the ENGINEER shall inform him in writing that any worker or workers on the Work are, in his opinion, incompetent, unfaithful or disorderly, or in the ENGINEER's opinion, are not using their best efforts for the progress of the Work, such worker or workers shall be discharged from the Work and shall not again be employed on the Work without the ENGINEER's written consent. OWNER reserves the right to bar any person, subcontractor, or supplier found to be incompetent, unfaithful, disorderly, or not using their best efforts to progress work or considered to be a threat to the health, safety and welfare to the project or workforce. 4.11 LABOR, EQUIPMENT, MATERIALS, CONSTRUCTION PLANT, AND BUILDINGS. The CONTRACTOR shall provide all labor, services, tools, equipment, machinery, supplies, facilities, utilities and materials necessary in the prosecution and completion of this Contract where it is not otherwise specifically provided that the OWNER shall furnish same; and further, the CONTRACTOR shall be responsible for the care, preservation, conservation and protection of all materials, supplies, machinery, equipment, tools, apparatus, accessories, facilities, all means of construction and any and all parts of the Work, whether the CONTRACTOR has been paid, partially paid or not paid for such Work, until the entire Work is completed and accepted. The building or placement of structures for housing workers or offices, or the erection of tents or n other forms of protection, will be permitted only with the ENGINEER's written permission, and at 10-2012 00700- 10 of 36 CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT (1.1"h'I such places as the ENGINEER shall direct, and the sanitary conditions of the grounds in or about such structures shall at all times be maintained in a manner satisfactory to the ENGINEER. Any structures of any nature constructed, placed or erected by the CONTRACTOR for the purposes herein set out, shall be the sole responsibility of the CONTRACTOR as to the proper erection, placement or construction thereof; and the CONTRACTOR agrees to indemnify and hold the ENGINEER or OWNER harmless from any claims of any nature whatsoever brought against either of them for damages allegedly sustained by anyone by reason of the erection, placement, construction or maintenance of CONTRACTOR's buildings or structures. 4.12 SANITATION.Necessary sanitary conveniences for the use of laborers and others on the Work site, properly secluded from public observation, shall be constructed and maintained by the CONTRACTOR in such manner and at such points as shall be approved by the ENGINEER, and their use shall be strictly enforced. Any structures of any nature constructed or erected by the CONTRACTOR for the purposes herein set out, shall be the sole responsibility of the CONTRACTOR as to the proper erection or construction thereof, and the CONTRACTOR agrees to indemnify and hold the ENGINEER and OWNER harmless from any claims of any nature whatsoever brought against either of them for damages allegedly sustained by anyone by reason of the erection, construction or maintenance of CONTRACTOR's buildings. 4.13 CLEANING AND MAINTENANCE. The CONTRACTOR shall at all times keep and maintain the premises free from accumulation of debris, trash and waste. The CONTRACTOR shall remove waste, debris and trash at the end of each work day. CONTRACTOR shall remove all such debris, trash and waste, tools, scaffolding and surplus (11111.h\ materials, and shall leave the Work broom-clean or its equivalent, upon completion of the Work. The Work shall be left in good order and condition. In case of dispute, the OWNER may remove the debris, trash, waste and surplus materials, and charge the cost to the CONTRACTOR. 4.14 PERFORMANCE OF WORK. It is further agreed that it is the intent of this Contract that all Work must be done and all material must be furnished in accordance with the generally accepted practice for such materials furnished or work completed, unless otherwise provided in the Contract Documents. 4.15 RIGHT OF OWNER TO ACCELERATE THE WORK. If at any time the methods or equipment used by the CONTRACTOR, or the work force supplied are found to be inadequate to achieve the progress required to Substantially Complete the Work within the Contract Time, the OWNER or the ENGINEER as the OWNER's representative, may order the CONTRACTOR in writing to supplement its forces and/or equipment, or work shifts or overtime, or otherwise improve its efficiency and rate of progress to achieve Substantial Completion of the Work within the Contract Time, and the CONTRACTOR shall comply with such order, at its own cost and expense. 4.16 LAYOUT OF WORK. Except as specifically provided herein, the CONTRACTOR shall be responsible for laying out work by means of construction surveying and shall accomplish this work in a manner acceptable to the ENGINEER and in conformance with the Contract Documents. 4.17 SHOP DRAWINGS. The CONTRACTOR shall submit to the ENGINEER, with such promptness as to cause no delay in his own Work or in that of any other contractor, six (6) checked copies, unless otherwise specified, of all shop and/or setting drawings and schedules 10-2012 00700- 11 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT required for the work of the various trades. Contractor will check and approve shop drawings for compliance with requirements of Contract Documents and will so certify by stamp on each drawing prior to submittal to ENGINEER. Any drawings submitted without Contractor's stamp of approval will not be considered and will be returned to him for proper submission. The ENGINEER shall pass upon them with reasonable promptness, indicating desired corrections. The CONTRACTOR shall make any corrections required by the ENGINEER, file with him two (2) corrected copies and furnish such other copies as may be needed. The ENGINEER's approval of such drawings or schedules shall not relieve the CONTRACTOR from responsibility for deviations from the Contract Documents, unless he has, in writing, called the ENGINEER's attention to such deviations at the time of the submission, and the ENGINEER has acknowledged and accepted such deviations in writing, nor shall it relieve him from responsibility for errors of any sort in shop drawings or schedules. It shall be the CONTRACTOR's responsibility to fully and completely review all shop drawings to ascertain their effect on his ability to perform the required Contract Work in accordance with the Contract Documents, and within the Contract Time. Such review by the ENGINEER shall be for the sole purpose of determining the apparent sufficiency of said drawings or schedules to result in finished improvements in conformity with the Contract Documents, and shall not relieve the CONTRACTOR of his duty as an independent contractor as previously set forth, it being expressly understood and agreed that the ENGINEER does not assume any duty to pass upon the propriety or adequacy of such drawings or schedules, or any means or methods reflected thereby, in relation to the safety of either person or property during CONTRACTOR's performance hereunder, and any action taken by the ENGINEER shall not relieve the CONTRACTOR of his responsibility and liability to comply with the Contract Documents. OWNER, CONSTRUCTION MANAGER, ENGINEER, and CONTRACTOR shall make all submittals, review comments, notes, corrections, schedules and updates, testing results, payment applications, instructions and other communications by means of the OWNER'S Pro-Trak. The OWNER, ENGINEER and CONTRACTOR shall each retain such hard copies form this system as are required for their specific record keeping requirements. No documents shall be removed from this system or destroyed except those being replaced by the systems protocols as a latest version document. All requirements for written communications, submittals, comments, instructions or other documents processed by means of this system shall have the same legal or time sensitive status as if they had been hand delivered in hard copy to their intended addressee. 4.18 ENGINEER-CONTRACTOR RELATIONSHIP; OBSERVATIONS. It is agreed by the CONTRACTOR that the ENGINEER, as the OWNER's representative, shall be and is hereby authorized to appoint such subordinate engineers, representatives or observers as the said ENGINEER may from time to time deem proper to observe the materials furnished and the Work done under this Agreement. The CONTRACTOR shall furnish all reasonable aid and assistance required by the subordinate engineers, representatives or observers for the proper observation and examination of the work. The CONTRACTOR shall regard and obey the directions and instructions of any subordinate engineers, representatives or observers so appointed, when such directions and instructions are consistent with the obligations of this Agreement and the Contract '"'-) Documents, provided, however, should the CONTRACTOR object to any orders by any 10-2012 00700- 12 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (.1/6\. subordinate engineer, representative or observer, the CONTRACTOR may, within three (3) days, make written appeal to the ENGINEER for his decision. 4.19 OBSERVATION AND TESTING. The OWNER or the ENGINEER as the OWNER's representative shall have the right at all reasonable times to observe, inspect and test the Work. The CONTRACTOR shall make all necessary arrangements and provide proper facilities and access for such observation, inspection and testing at any location wherever Work is in preparation or progress. The CONTRACTOR shall ascertain the scope of any observation, inspection or testing which may be contemplated by the OWNER or the ENGINEER and shall give ample notice as to the time each part of the Work will be ready for such observation, inspection or testing. The OWNER or the ENGINEER may reject any Work found to be defective or not in accordance with the Contract Documents, regardless of the stage of its completion or the time or place of discovery of such deficiencies, and regardless of whether the ENGINEER has previously accepted the Work through oversight or otherwise. If any Work is covered without approval or consent of the OWNER, it must, if requested by the OWNER or the ENGINEER, be uncovered for examination, at the sole expense of the CONTRACTOR. In the event that any part of the Work is being fabricated or manufactured at.a location where it is not convenient for the OWNER or the ENGINEER to make observations of such Work or require testing of said Work, then in such event, the OWNER or the ENGINEER may require the CONTRACTOR to furnish the OWNER or the ENGINEER with certificates of inspection, testing or approval made by independent persons competent to perform such tasks at the location where that part of the work is being manufactured or fabricated. All such tests will be in accordance with the methods prescribed by the American Society for Testing and Materials or such other applicable organization as may be required by law or the Contract Documents. If any Work, which is required to be inspected, tested or approved, is covered up without written approval or consent of the OWNER or the ENGINEER, it must, if requested by the OWNER or the ENGINEER, be uncovered for observation and testing, at the sole expense of the CONTRACTOR. The cost of all such inspections, tests and approvals shall be borne by the CONTRACTOR unless otherwise provided herein. Any Work which fails to meet the requirements of such tests, inspections or approval, and any Work which meets the requirements of any such tests or approval but does not meet the requirements of the Contract Documents shall be considered defective. Such defective Work and any other work affected thereby shall be corrected at the CONTRACTOR'S expense. Neither observations by the OWNER or by the ENGINEER, nor inspections, certifications, tests or approvals made by the OWNER, the ENGINEER or other persons authorized under this Agreement to make such inspections, tests or approvals, shall relieve the CONTRACTOR from his obligation to perform the Work in accordance with the requirements of the Contract Documents. 4.20 DEFECTS AND THEIR REMEDIES. It is further agreed that if the Work or any part thereof or any material brought on the site of the Work for use in the Work or selected for the same, shall be deemed by the ENGINEER as unsuitable or not in conformity with the Contract Documents, the CONTRACTOR shall, after receipt of written notice thereof from the ENGINEER, forthwith remove such material and rebuild or otherwise remedy such Work so that it shall be in full accordance with this.Contract, It is further agreed that any such remedial action contemplated herein shall be at CONTRACTOR's expense. 10-2012 00700- 13 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 4.21 LIABILITY FOR PROPER PERFORMANCE. Engineering construction drawings and specifications, as well as any additional instructions and information concerning the Work to be performed, passing from or through the ENGINEER, shall not be interpreted as requiring or allowing the CONTRACTOR to deviate from the Contract Documents, the intent of such drawings, specifications and any other such instructions being to define with particularity the agreement of the parties as to Work the CONTRACTOR is to perform. CONTRACTOR shall be fully and completely liable and contractually bound, at his own expense, for design, construction, installation and use or non-use of all items and methods incident to the performance of the Contract, including, without limitation, the adequacy of all temporary supports, shoring, bracing, scaffolding, machinery or equipment, safety precautions or devices, similar items or devices used by him during construction, and work performed either directly or incident to construction, and for all loss, damage or injury incident thereto, either to person or property, whether such damage be suffered by the ENGINEER, the OWNER or any other person not a party to this Contract. Any review of Work in progress or any visit or observation during construction, or any clarification of Contract Documents by the ENGINEER or OWNER, or any agent, employee or representative of either of them, whether through personal observation on the Project site or by means of approval of shop drawings for construction or construction processes, or by other means or methods, is agreed by the CONTRACTOR to be for the purpose of observing the extent and nature of Work completed or being performed, as measured against the Contract Documents, or for the purpose of enabling the CONTRACTOR to more fully understand the Contract Documents so that the completed construction Work will conform thereto, and shall in no way relieve the CONTRACTOR from full and complete responsibility for proper performance of his Work on the Project, including, without limitation, the propriety of means and methods of the CONTRACTOR in performing said Contract, and the adequacy of any designs, plans or other facilities for accomplishing such performance. Any action by the ENGINEER or the OWNER in visiting or observing during construction, or any clarification of Contract Documents shall not constitute a waiver of CONTRACTOR'S liability for damages as herein set out. Deviation by the CONTRACTOR from Contract Documents, whether called to the CONTRACTOR's attention or not, shall in no way relieve CONTRACTOR from his responsibility to complete all work in accordance with said Contract Documents, and further shall not relieve CONTRACTOR of his liability for loss, damage or injury as herein set out. 4.22 PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC. The CONTRACTOR shall be solely responsible for the safety of himself, his employees and persons entering the project site, as well as for the protection of the improvements being erected and the property of himself or any other person, as a result of his operations hereunder. The CONTRACTOR shall take out and procure a policy or policies of Workers' Compensation Insurance with an insurance company licensed to transact business in the State of Texas, which policy shall comply with the Workers' Compensation laws of the State of Texas. The CONTRACTOR shall at all times exercise reasonable precautions for the safety of employees and others on or near the Work and shall comply with all applicable provisions of federal, state and municipal laws and building and construction codes. All machinery and equipment and other physical hazards shall be guarded, as a minimum, in accordance with the "Manual of Accident Prevention in Construction" of the Associated General Contractors of America, except where incompatible with federal, state or municipal laws or regulations. The CONTRACTOR shall provide all necessary machinery guards, safe walkways, ladders, bridges, gangplanks, barricades, fences, traffic control, warning signs and other safety devices. 10-2012 00700- 14 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT No alcoholic beverages, non-prescription drugs, or unsafe practices shall be allowed on the Work site. CONTRACTOR shall dismiss anyone participating in any of the above from the Work site for the duration of the Project. Only prescription drug uses with a doctor's authorization to perform construction activities shall be allowed on the Work site. Violation of this provision is a default under the Contract. The use, possession, sale, transfer, purchase or being under the influence of alcohol, drugs or any other illegal or unlawful substance by CONTRACTOR or CONTRACTOR's employees, or CONTRACTOR's subcontractors and employees at any time at the Work site or while on company business is prohibited. CONTRACTOR shall institute and enforce appropriate drug testing guidelines and program. All accidents or injuries to CONTRACTOR's employees working on the job site must be reported verbally and in writing to the ENGINEER immediately, and within no more than eight(8)hours. The safety precautions actually taken and their adequacy shall be the sole responsibility of the CONTRACTOR, in his sole discretion as an independent contractor. Inclusion of this paragraph in the Agreement, as well as any notice which may be given by the OWNER or the ENGINEER as the OWNER's representative concerning omissions under thus paragraph as the Work progresses, are intended as reminders to the CONTRACTOR of his duty and shall not be construed as any assumption of duty by ENGINEER, or OWNER's representative to supervise safety precautions by either the CONTRACTOR or any of his subcontractors. 4.23 PROTECTION OF ADJOINING PROPERTY. The CONTRACTOR shall employ proper means to protect the adjacent or adjoining property or properties in any way encountered, which might be injured or seriously affected by any process of construction to be undertaken under this Agreement, from any damage or injury by reason of said process of construction; and he shall be liable for any and all claims for such damage on account of his failure to fully protect all adjacent or adjoining property. THE CONTRACTOR AGREES TO INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS THE CONSTRUCTION MANAGER, OWNER AND ENGINEER AGAINST ANY CLAIM OR CLAIMS FOR DAMAGES, LOSS, COSTS OR EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES, DUE TO ANY INJURY TO ANY ADJACENT OR ADJOINING PROPERTY, ARISING OR GROWING OUT OF THE PERFORMANCE OF THE CONTRACT, REGARDLESS OF WHETHER OR NOT SUCH DAMAGE, LOSS, COST OR EXPENSE IS CAUSED IN PART BY THE NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY OF OWNER AND/OR ENGINEER. 4.24 PROTECTION AGAINST CLAIMS OF SUBCONTRACTORS, LABORERS, MATERIALMEN AND FURNISHERS OF MACHINERY, EQUIPMENT AND SUPPLIES. THE CONTRACTOR AGREES THAT HE WILL PROMPTLY PAY WHEN DUE, AND WILL INDEMNIFY, SAVE AND HOLD THE OWNER AND THE ENGINEER HARMLESS FROM ALL CLAIMS GROWING OUT OF THE DEMANDS OF SUBCONTRACTORS, LABORERS, WORKERS, MECHANICS, MATERIALMEN AND FURNISHERS OF MACHINERY AND PARTS THEREOF, EQUIPMENT, POWER TOOLS AND ALL SUPPLIES, INCLUDING COMMISSARY, INCURRED IN THE FURTHERANCE OF THE PERFORMANCE OF THIS CONTRACT. When so desired by the OWNER, the CONTRACTOR shall furnish satisfactory evidence that all obligations of the nature hereinabove designated have been paid, discharged or waived. If the CONTRACTOR fails to do so, then the OWNER may, at the option of the OWNER, either pay directly any unpaid bills of which the OWNER has written notice, or withhold from the CONTRACTOR's unpaid compensation a sum of money deemed reasonably 10-2012 00700- 15 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT sufficient to liquidate any and all such claims until satisfactory evidence is furnished that all n liabilities have been fully discharged, whereupon payments to the CONTRACTOR shall be resumed in full, in accordance with the terms of this Contract. Any and all communications between any parties under this paragraph shall be in writing. Nothing contained in this paragraph or this Agreement shall create, establish or impose any relationship, contractual or otherwise, between OWNER and any subcontractor, laborer or supplier of CONTRACTOR, nor shall it create, establish or impose any duty upon OWNER to pay or to see to the payment of any subcontractor, laborer or supplier of CONTRACTOR. 4.25 PROTECTION AGAINST ROYALTIES OR PATENTED INVENTION. The CONTRACTOR shall pay all royalties and license fees and shall provide for the use of any design, device, material or process covered by letters patent or copyright, by suitable legal agreement with the patentee or owner thereof THE CONTRACTOR SHALL DEFEND ALL SUITS OR CLAIMS FOR INFRINGEMENT OF ANY PATENT OR COPYRIGHT AND SHALL INDEMNIFY, SAVE AND HOLD THE OWNER AND THE ENGINEER HARMLESS FROM ANY LOSS OR LIABILITY ON ACCOUNT THEREOF, EXCEPT SUCH SUITS AND CLAIMS ARISING OUT OF A PARTICULAR DESIGN, DEVICE, MATERIAL OR PROCESS OR THE PRODUCT OF A PARTICULAR MANUFACTURER OR MANUFACTURERS SPECIFIED OR REQUIRED BY THE OWNER; PROVIDED, HOWEVER, IF CHOICE OF ALTERNATE DESIGN, DEVICE, MATERIAL OR PROCESS IS ALLOWED TO THE CONTRACTOR, OR IF CONTRACTOR KNEW OR SHOULD HAVE KNOWN OF THE PATENT OR COPYRIGHT AND FAILED TO PROMPTLY NOTIFY OWNER IN WRITING, THEN THE CONTRACTOR SHALL INDEMNIFY, DEFEND, SAVE AND HOLD THE OWNER HARMLESS FROM ANY LOSS OR LIABILITY ON ACCOUNT THEREOF. 4.26 INDEMNIFICATION. THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE ENGINEER AND THE OWNER HARMLESS FROM ANY CLAIMS OR DEMANDS OF ANY NATURE WHATSOEVER MADE BY ANY EMPLOYEE, EMPLOYEES, AGENTS OR SUBCONTRACTORS OF CONTRACTOR, OR BY ANY UNION, TRADE ASSOCIATION, WORKER'S ASSOCIATION OR OTHER GROUPS, ASSOCIATIONS OR INDIVIDUALS, ALLEGEDLY REPRESENTING EMPLOYEES OF THE CONTRACTOR, IN ANY DISPUTE BETWEEN THE CONTRACTOR AND HIS EMPLOYEES, DIRECTLY OR INDIRECTLY INVOLVING, GROWING OUT OF OR ARISING FROM CLAIMS BY SUCH EMPLOYEES FOR WAGES, SALARY, COMPENSATION, BENEFITS, WORKING CONDITIONS OR ANY OTHER SIMILAR COMPLAINT OR CLAIM WHICH MAY BE MADE. THE CONTRACTOR, HIS SURETIES AND INSURANCE CARRIERS SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OWNER AND THE ENGINEER AND THEIR RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES, DEMANDS, SUITS, LIABILITIES, JUDGMENTS AND COSTS OF ANY CHARACTER WHATSOEVER, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, AND SHALL BE REQUIRED TO PAY ANY JUDGMENT THEREFOR, WITH COSTS, WHICH MAY BE OBTAINED AGAINST THE OWNER AND/OR THE ENGINEER OR ANY OF THEIR OFFICERS, REPRESENTATIVES, AGENTS OR EMPLOYEES, ARISING OUT OF OR RESULTING FROM OR ALLEGEDLY ARISING OUT OF OR RESULTING FROM THE PERFORMANCE 10-2012 00700- 16 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT ( OF THE WORK, PROVIDED THAT ANY SUCH DAMAGES, CLAIM, LOSS, DEMAND, SUIT, LIABILITY,JUDGMENT, COST OR EXPENSE: (A) ARISES OUT OF OR RESULTS FROM IN WHOLE OR IN PART, OR ALLEGEDLY ARISES OUT OF OR RESULTS FROM IN WHOLE OR IN PART, ANY BREACH OF THIS AGREEMENT OR BREACH OF WARRANTY BY CONTRACTOR; OR (B) IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH OR INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY, INCLUDING THE LOSS OF USE RESULTING THEREFROM; AND IS CAUSED IN WHOLE OR IN PART OR IS ALLEGEDLY CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF THE CONTRACTOR, ANY SUBCONTRACTOR, THEIR AGENTS OR EMPLOYEES OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY ONE OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT IT IS CAUSED IN PART OR ALLEGEDLY CAUSED IN PART BY THE NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY OF OWNER, ENGINEER AND/OR A PARTY INDEMNIFIED HEREUNDER. (lib\ Notwithstanding the foregoing or anything in the Agreement to the contrary, in accordance with the provisions of Section 130.002 of the Texas Civil Practice and Remedies Code, CONTRACTOR shall not be obligated to indemnify or hold harmless the ENGINEER, his agents, servants or employees, from liability for damage that is caused by or results from defects in plans, designs or specifications prepared, approved or used by the ENGINEER, or negligence of the ENGINEER in the rendition or conduct of professional duties called for or arising out of any construction contract and the plans, designs or specifications that are a part of the construction contract, and arises from personal injury or death, property injury, or any other expense that arises from personal injury, death, or property injury. This indemnity agreement is a continuing obligation, and shall survive notwithstanding completion of the Work, Final Payment, expiration of the warranty period, termination of the Contract, and abandonment or takeover of the Work. CONTRACTOR's indemnification obligations hereunder shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or a subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts, and shall not be limited by any limitation on amounts or coverage of insurance provided or to be provided under this Contract. 4.27 LOSSES FROM NATURAL CAUSES. All loss, cost, expense or damage to the CONTRACTOR arising out of the nature of. the Work to be done or from any unforeseen circumstances in the prosecution of the same, or from the action of the elements, or from unusual obstructions or difficulties which may be encountered in the prosecution of the Work, shall be sustained and borne by the CONTRACTOR at his own cost and expense. 10-2012 00700- 17 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 4.28 GUARANTEE. The CONTRACTOR hereby guarantees all the Work under the Contract to be free from defects or deficiencies in material in every particular and free from defects or deficiencies in workmanship; and against unusual damage from proper and usual use; and agrees to replace or to re-execute without cost to the OWNER such Work as may be found to be defective, deficient or otherwise not in conformance with the Contract Documents, and to make good all damages caused to other work or material, due to such defective Work or due to its required replacement or re-execution. This guarantee shall cover a period of one year from the date of Substantial Completion or Partial Substantial Completion of Work under the Contract, as evidenced by the Certificate of Substantial Completion. Neither the Certificate of Substantial Completion, Final Payment, nor any provision in the Contract Documents shall relieve the CONTRACTOR of the responsibility for defective, deficient or non-conforming material or workmanship during the period covered by the guarantee. The one-year period of guarantee will not limit the OWNER'S other rights under common law with respect to any defects, deficiencies or non-conforming Work discovered after one year. If this one-year guarantee conflicts with other warranties or guarantees, the longer period of warranty or guarantee will govern. 5.0 PROSECUTION AND PROGRESS 5.01 TIME AND ORDER OF COMPLETION. It is the meaning and intent of this Contract, unless otherwise herein specifically provided, that the CONTRACTOR shall be allowed to prosecute his Work at such times and seasons, in such order of precedence, and in such manner as shall be most conducive to economy of construction; provided, however, that the order and the time of prosecution shall be such that the Work shall be Substantially Completed as a whole and in part, in accordance with this Contract and the Contract Time; provided, also, that when the OWNER is having other work done, either by contract or by his own forces, the ENGINEER may direct the time and manner of constructing the Work done under this Contract, so that conflict will be avoided and the construction of the various works being done for the OWNER shall be harmonized, and the CONTRACTOR shall fully cooperate and coordinate its Work with OWNER or such other contractors. The CONTRACTOR shall submit, an updated schedule with every pay estimate for review by the ENGINEER, schedules which shall show the order in which the CONTRACTOR proposes to carry on the Work, with dates on which the CONTRACTOR will start the several parts of the work, and estimated dates of completion of the several parts. Such schedules shall show completion of the Work within the Contract Time, and/or shall show such recovery efforts as CONTRACTOR intends to undertake in the event Substantial Completion of the Work is delayed. 5.02 EXTENSION OF TIME. The CONTRACTOR agrees that he has submitted his Bid Proposal in full recognition of the time required for the completion of this Project, taking into consideration the average climatic range and industrial conditions prevailing in this locality, and has considered the liquidated damage provisions as hereinafter set forth, and that he shall not be entitled to, nor will he request, an extension of time on this Contract, except when Substantial Completion of the Work has been delayed solely by strikes, lockouts, fires, Acts of God, or by any other cause which the ENGINEER shall decide justifies the delay. The CONTRACTOR shall give the ENGINEER prompt notice, in writing and within three (3) days of the start of any such delay, of the cause of any such delay, and its estimated effect on the Work and the schedule for completion of the Work. Upon receipt of a written request for an extension of the Contract Time from the CONTRACTOR, supported by relevant and all requested documentation, the 10-2012 00700- 18 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT ENGINEER shall submit such written request, together with his written recommendation, to the OWNER for consideration. If the delay is not attributable in whole or in part to any act or omission of CONTRACTOR, its subcontractors or suppliers, and if the OWNER determines that CONTRACTOR is entitled to an extension of time under the terms of the Contract, the OWNER shall grant an extension of time for Substantial Completion of the Work, sufficient to compensate for the delay, and such extension of time shall be CONTRACTOR's sole and exclusive remedy, except as may be otherwise provided herein. No extensions of Contract Time shall be made for delays occurring prior to the Contractor's mobilization as defined in Section 01505 MOBILIZATION. The Contract Time as defined in the Bid Proposal and other sections herein incorporates 40 Rain Days per calendar year or an average of 3.33 days per calendar month. The CONTRACTOR is required to keep record of all weather related delays and to submit the monthly count on each Pay Application. The Owner's Representative shall review and sign off on this record as a part of the Pay Application approval process every month. If, during preparation of the Balancing Change Order, the status of the work progress requires an extension of the Contract Time, Impact Days shall be added to the Completion Date equal to the total number of Weather or Impact Days approved less the original 40 days resident in the original Contract Time. The Addition of Weather or Impact Days will only alter the Contract Time when added by Change Order. If the Work is completed prior to the Completion Date, No Days will be added. The addition of Weather or Impact Days shall be the CONTRACTOR's sole remedy for delays to the completion of the Work and their addition to the Contract Time shall not affect the Contract Price through any "per diem" adjustment to the General Conditions costs, Temporary Facilities costs or any other costs associated with the extension of the Contract Time. 5.03 HINDRANCES AND DELAYS. In executing the Contract, the CONTRACTOR agrees that in undertaking to complete the Work within the time herein fixed, he has taken into consideration and made allowances for all interference, disruption, hindrances and delays incident to such Work, whether growing out of delays in securing material, workmen or otherwise. No claim shall be made by the CONTRACTOR for damages, loss, costs or expense resulting from interference, disruption, hindrances or delays from any cause during the progress of any portion of the Work embraced in this Contract, except where the Work is stopped or suspended by order of the OWNER's representative and such stoppage or suspension is not attributable to any act or omission of CONTRACTOR. 5.04 SUSPENSION OF WORK. OWNER may, without cause, order the CONTRACTOR in writing to suspend the Work, in whole or in part, for such period of time as OWNER may request. The Contract Price and/or Contract Time shall be adjusted for any increase in the cost of or the time required for performance of the Work caused by such suspension. No adjustment shall be made to the extent performance was or would have been suspended by a cause for which CONTRACTOR is responsible, or to the extent an adjustment is made or denied under another provision of the Contract Documents. 5.05 LIQUIDATED DAMAGES FOR DELAY: It is understood and agreed that time is of the essence, and that the CONTRACTOR will commence the Work on the date specified herein or in any Notice to Proceed, and will Substantially Complete the Work within the Contract Time. It is expressly understood and agreed, by and between the CONTRACTOR and the OWNER, that the time for the Substantial Completion of the Work described herein is reasonable time for the completion of the same, taking into consideration the average climatic range and conditions and usual industrial conditions prevailing in this locality. The CONTRACTOR further 10-2012 00700- 19 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT "—Ns, agrees that a failure to complete on time will cause damage to the OWNER and that such damages ) cannot be accurately measured or that ascertainment will be difficult. Therefore, the parties agree that for each and every calendar day the Work or any portion thereof shall remain uncompleted after the expiration of the Contract Time, the CONTRACTOR shall pay, as liquidated damages and as a reasonable estimate of OWNER's damages, and not as a penalty,the amount set out in the Standard Form of Agreement. However, the foregoing agreement as to liquidated damages constitutes only an agreement by the OWNER and the CONTRACTOR as to the amount of damages which the OWNER will sustain by reason of the CONTRACTOR'S failure to complete the work within the Contract Time. Should the OWNER suffer damage by reason of any other breach by CONTRACTOR, the OWNER may recover such actual damages in addition to any liquidated damages due. The OWNER shall have the right to deduct and withhold the amount of any and all such damages whether it be the minimum amount stipulated above or otherwise, from any monies owing by it to said CONTRACTOR, or the OWNER may recover such amount from the CONTRACTOR and the sureties of his bond; all of such remedies shall be cumulative and the OWNER shall not be required to elect any one nor be deemed to have made an election by proceeding to enforce any one remedy. 5.06 CHANGE OF CONTRACT TIME: The Contract Time may only be changed by a Change Order. Any claim for an adjustment of Contract Time shall be based on written notice delivered by the party making such claim to the other party and to the ENGINEER promptly, but in no event later than ten (10) days after the event-giving rise to the claim. Notice of the extent of the claim, along with supporting data, shall be delivered within thirty (30) days of the occurrence and shall be accompanied by the claimant's written representation that the adjustment claimed is the entire adjustment to which the claimant has reason to believe it is entitled as a result of the occurrence of said event. All claims for adjustment in Contract Time shall be determined by the ENGINEER in accordance with the requirements of this paragraph. Contractor shall submit, as a minimum, the following data: A. Information showing that the time requested is not included in the existing Contract and in addition to the Contract. B. Information documenting that the number of days requested is accurate for the event. C. Revised, current construction schedule showing that the time requested affects the project's critical path. 5.07 DELAYS BEYOND OWNER'S AND CONTRACTOR'S CONTROL: Where CONTRACTOR is prevented from completing any part of the Work within the Contract Time due to delays beyond the control of the OWNER and the CONTRACTOR, including, but not limited to, interference by utility owners or other contractors performing other work, Contractor shall be entitled to an extension of the Contract Time in an amount equal to the time lost. CONTRACTOR shall not be entitled to any increase in Contract Price as a result of such delays. IN NO EVENT SHALL OWNER BE LIABLE TO CONTRACTOR FOR DAMAGES ARISING OUT OF OR RESULTING FROM (i) Delays caused by, or within the control of, the CONTRACTOR, or (ii) Delays beyond the control of both parties including, but not limited to, interference by utility owners or other contractors performing other work, fires, floods, epidemics, abnormal weather conditions, acts of God, even if such delays are due in part to the negligence, other fault, breach of contract or warranty, violation of the Texas Deceptive Trade Act, or strict liability without regard 10-2012 00700-20 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (15111 to fault of OWNER. An extension of Contract time shall be CONTRACTOR's sole and exclusive remedy for any such delays. Delays attributed to, and within the control of, a Subcontractor or Supplier shall be deemed to be delays within the control of the CONTRACTOR. 6.0 MEASUREMENT AND PAYMENT 6.01 DISCREPANCIES AND OMISSIONS. If the CONTRACTOR knows or reasonably should have known of any discrepancies or omissions in the Contract Documents, he shall notify the ENGINEER and obtain a clarification by Addendum before the bids are received, and if no such request is received by the ENGINEER prior to the opening of bids, then it shall be considered that the CONTRACTOR fully understands the Work to be performed and has provided sufficient sums in his Bid Proposal to complete the Work in accordance with the Contract Documents. It is further understood that any request for clarification must be submitted no later than five(5) days prior to the opening of bids. 6.02 QUANTITIES AND MEASUREMENTS. No extra or customary measurements of any kind will be allowed, but the actual measured and/or computed length, area, volume, number and weight only shall be considered,unless otherwise specifically provided. 6.03 ESTIMATED QUANTITIES. This Agreement, including the Contract Documents, and including any estimates contained therein, is intended to convey all Work to be done and material to be furnished hereunder. Where the estimated quantities are shown for the various classes of Work to be done and material to be furnished under this Contract, they are approximate and are to be used only as a basis for estimating the probable cost of the Work and for comparing the Bid Proposals offered for the Work. It is understood and agreed that the actual amount of Work to be done and the materials to be furnished under this Contract may differ from the estimates and that the items listed or estimated quantities stated, and/or any difference between estimated and actual Work, shall not give rise to a claim by the CONTRACTOR against the OWNER for loss, cost, expense, damages,unit price adjustment, quantity differences,unrecovered overhead or lost or anticipated profits, or other compensation. 6.04 PRICE OF WORK. It is agreed that it is the intent of this Contract that all Work described in the Bid Proposal, and Contract Documents, is to be done for the prices bid by the CONTRACTOR and that such prices shall include all appurtenances necessary to complete the Work in accordance with the intent of these Contract Documents as interpreted by the ENGINEER, and all costs, expenses, bond and insurance premiums, taxes, overhead, and profit. In consideration of the furnishing of all the necessary labor, equipment and material and the completion of all Work by the CONTRACTOR, and upon the completion of all Work and the delivery of all materials embraced in this Contract in full conformity with the Contract Documents, the OWNER agrees to pay to the CONTRACTOR the prices set forth in the Standard Form of Agreement, OWNER and CONTRACTOR agree that the Contract is a unit cost agreement, unless stated otherwise, and that the final Contract amount is equal to the unit cost multiplied by the number of units authorized, installed and approved by the Owner. The OWNER does not assume any obligation to pay for any services or material not (11111116\ actually authorized and used. The CONTRACTOR hereby agrees to receive such prices as payment in full for furnishing all materials and all labor required for the aforesaid Work, and for 10-2012 00700-21 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT all expenses incurred by him, and for full performance of the Work and the whole thereof in the n manner and according to this Agreement, Contract Documents, and the requirements of the ENGINEER. 6.05 PAYMENTS. No payments made or approvals or certificates given shall be considered as conclusive evidence of the performance of the Contract, either in whole or in part, nor shall any certificate, approval or payment be considered as acceptance of defective, deficient or non-conforming Work. CONTRACTOR shall, at any time requested during the progress of the Work, furnish the OWNER or the ENGINEER with an affidavit showing the CONTRACTOR's total outstanding indebtedness in connection with the Work. Before Final Payment is made, the CONTRACTOR shall satisfy the OWNER, by affidavit or otherwise, that there are no unpaid claims due subcontractors, suppliers or laborers by reason of any Work under the Contract. Acceptance by CONTRACTOR of Final Payment shall constitute a waiver of any and all claims of whatsoever nature against OWNER, arising out of or related to the Contract, or the Work, or any acts or omissions of OWNER or ENGINEER, which have not theretofore been timely filed as provided in this Contract. 6.06 PARTIAL PAYMENTS. When the Contract Price is a lump sum amount,prior to the first Application for Payment, CONTRACTOR shall submit to ENGINEER for review and approval a Schedule of Values, which shall fairly allocate the entire Contract Price among the various portions of the Work and shall be prepared in such form and supported by such data to substantiate its accuracy as the ENGINEER may reasonably require. The Schedule of Values shall follow the trade divisions of the Specifications so far as practicable. Upon approval, this Schedule of Values shall be used by ENGINEER as the basis for reviewing the Contractor's Application for Payment. Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. On or before the tenth day of each month, the CONTRACTOR shall prepare and submit to the ENGINEER, for approval or correction, an application for partial payment, being a statement showing as completely as practicable, the agreed unit quantities and extended total value of the Work done by the CONTRACTOR up to and including the twenty-fifth day of the preceding month; said statement shall also include the value of all conforming materials to be fabricated into the Work and stored in accordance with manufacturer's recommendations and as approved by the OWNER or ENGINEER at the Work site only.No payment will be made for materials stored until OWNER has approved in writing storage at the Work site. The ENGINEER shall then review such statement of unit quantities and application for partial payment and the progress of the Work made by the CONTRACTOR and, within ten days after the date ENGINEER receives CONTRACTOR's application for payment, if the application is found to be accurate and correct and the WORK conforming to the requirements of the Contract Documents, the ENGINEER shall certify the application for partial payment and shall deliver his preliminary certification for payment to the OWNER and the CONTRACTOR; or, if the ENGINEER fords that. CONTRACTOR's application for payment contains an error or is otherwise disputed, he shall notify CONTRACTOR of such error or dispute, and shall prepare a preliminary certificate for partial payment for the undisputed amount of the application for payment due CONTRACTOR, and deliver it to the OWNER and CONTRACTOR. ENGINEER'S notice to CONTRACTOR that a bona fide dispute for payment exists shall include a list of the specific reasons for nonpayment. All payment applications made by CONTRACTOR and delivered to ENGINEER and all verifications and certification of such applications shall be made and transmitted within the Pro- Trak system and signed with the appropriate electronic signatures as provided for in the software. 10-2012 00700-22 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (11.6\ Such applications for payment shall not be considered complete unless accompanied by the CONTRACTOR'S Partial Waiver of Lien and Payment Affidavit, Section 00615, duly executed by an authorized representative of the CONTRACTOR and reflecting the correct corresponding amount of the payment application. The OWNER shall then pay the CONTRACTOR, within thirty (30) days of the date of ENGINEER's receipt of the application for payment, the undisputed balance due, less applicable retainage, and further less all previous payments and all further sums that may be retained or withheld by the OWNER under the, terms of this Agreement. CONTRACTOR may submit a corrected application for payment after its receipt of the ENGINEER's notice of error or dispute, and such corrected application for payment shall be reviewed by the ENGINEER and disputed or paid under the same procedure and within the same time limits set out above. As a condition of any progress payment under this Agreement, CONTRACTOR shall execute and deliver to ENGINEER and OWNER a full release of all claims, direct or indirect, at law or in equity, arising out of or related to the Work to date, excluding retainage or any claims previously submitted as required under the terms of the Contract, and specifically identified and excluded by CONTRACTOR in the release. OWNER shall be entitled to retain from each progress payment five percent (5%) of the amount thereof. Such retainage shall be retained until Final Completion and satisfaction of all conditions for Final Payment. It is understood, however, that in case the whole Work be near to completion, as certified by the ENGINEER, and some unexpected or unusual delay occurs, through no neglect or fault on the part of the CONTRACTOR, the OWNER may, upon written recommendation of (1/11 . the ENGINEER, pay a reasonable and equitable portion of the retained percentage to the CONTRACTOR, or the CONTRACTOR, at the OWNER'S option, may be relieved of the obligation to fully complete the Work, and thereupon, the CONTRACTOR shall receive, at the OWNER'S option, payment of the balance due him under the Contract for Work completed in accordance with the Contract Documents, subject to OWNER's rights to otherwise withhold or retain payments, and subject to the conditions set forth under"6.08 FINAL PAYMENT." The Owner at its option and in compliance with Texas law may reduce retainage to less than the above-stated percentages. 6.07 USE OF COMPLETED PORTIONS & PUNCHLIST. The OWNER shall have the right to take possession of and use any completed or partially completed portions of the Work, notwithstanding that the time for completing the entire work or such portions may not have expired; but such taking possession and use shall not be deemed an acceptance of any work not completed in accordance with the Contract Documents. If such prior use increases the cost of or delays the Work, the CONTRACTOR shall promptly and within three (3) days of OWNER's taking possession, give OWNER written notice of same, and CONTRACTOR may be entitled to such extra compensation or extension of time, or both, as may be determined in accordance with the provisions of this Agreement. 6.08 SUBSTANTIAL COMPLETION. The CONTRACTOR shall notify the OWNER AND ENGINEER, by letter executed by a duly qualified officer of CONTRACTOR, that in CONTRACTOR's opinion, the Work of the Contract, or an agreed portion thereof, is "Substantially Complete". Such notification shall include a list of all outstanding or incomplete (111.b\ items. Upon receipt, and within a reasonable time thereafter, of such notice, the ENGINEER and the CONTRACTOR shall jointly perform a walk-through and inspection of the Work to determine 10-2012 00700-23 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 'Th the status of all or the identified portion of the work, and the ENGINEER shall prepare a detailed 1 list of unfinished, incomplete, defective and/or non-conforming Work ("Punchlist"). If the ENGINEER determines that the Work is Substantially Complete in accordance with the Contract Documents, the ENGINEER shall issue to the OWNER and the CONTRACTOR a Certificate of Substantial Completion. OWNER shall have seven (7) days after receipt of Certificate to make written objection to the ENGINEER as to any provision of the Certificate or the attached list of non-conforming work. If ENGINEER concludes that the Work is not Substantially Complete, ENGINEER will, within fourteen (14) days, notify CONTRACTOR of the reason he believes the Work is not Substantially Complete. Upon Substantial Completion of the Work, ENGINEER will deliver to OWNER and CONTRACTOR a written recommendation as to division of responsibilities, pending final payment and acceptance, with respect to security, maintenance, utilities and damage to the Work, except as otherwise provided in the Certificate of Substantial Completion. NEITHER THE SUBSTANTIAL COMPLETION OF THE WORK, NOR THE OMISSION OF AN ITEM FROM THE PUNCHLIST, SHALL EXCUSE THE CONTRACTOR FROM PERFORMING ALL OF THE WORK UNDERTAKEN, WHETHER OF A MINOR OR MAJOR NATURE, AND THEREBY COMPLETING THE WORK IN ACCORDANCE WITH THE CONTRACT DOCUMENTS. The Certificate of Substantial Completion shall establish the time period within which CONTRACTOR shall complete the Work for Final Acceptance by the Owner and ENGINEER. 6.08-1 OWNER shall have the right to exclude CONTRACTOR from the Work after the date of Substantial Completion, for security requirement reasons. OWNER may establish an access procedure to facilitate CONTRACTOR's uninterrupted access to the Work for the purposes of completing and correcting all items on the Punchlist in an expeditious manner. 6.09 FINAL PAYMENT. Final payment of the Retainage withheld from the Contract Price shall be made by the OWNER to the CONTRACTOR at such time as: (a) the Work, including all Change Orders and including all Punchlist work, has been fully completed in strict accordance with the Contract Documents; (b) the Contract has been fully performed except for the CONTRACTOR's responsibility to correct nonconforming Work during the warranty period set forth in the Contract Documents, and to satisfy other requirements, if any,which necessarily survive final payment; (c) CONTRACTOR delivers to OWNER a certificate evidencing that insurance required by the Contract Documents to remain in force after fmal payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days prior written notice has been given to OWNER; (d) CONTRACTOR delivers to OWNER a Consent of Surety, if any, to final payment; (e) CONTRACTOR delivers to OWNER a complete set of As-Built Drawings, reflecting all deviations from the Plans, Specifications and approved shop drawings in the Work actually constructed, and delivers all maintenance and operating manuals and/or instructions; 10-2012 00700-24 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (f) CONTRACTOR delivers to OWNER all building certificates required prior to occupancy and all other required inspections/approvals/acceptances by city, county, state governmental entities or other authorities having jurisdiction; (g) CONTRACTOR delivers to OWNER assignments of all guarantees and warranties from subcontractors, vendors, suppliers or manufacturers, as well as names, addresses and telephone numbers of contacts for each subcontractor,vendor, supplier or manufacturer; (h) CONTRACTOR removes all equipment, tools, temporary facilities, surplus materials and rubbish from the site, and final cleans the site to OWNER's satisfaction; (i) CONTRACTOR delivers to OWNER a Full and Final Release and Affidavit of Bills Paid in the form attached hereto as Attachment No. 2, executed by CONTRACTOR; (j) CONTRACTOR delivers to OWNER all other documentation required to be submitted to OWNER pursuant to the Contract Documents, including but not limited to any special guarantees or warranties, operation and maintenance manuals, etc'. in each case in a form satisfactory to OWNER as determined in OWNER's sole discretion; and (1111116N (k) the Final Application for Payment has been approved by the ENGINEER and OWNER. Acceptance of Final Payment by the CONTRACTOR shall constitute a waiver of all claims by CONTRACTOR against OWNER other than any claims previously made in writing by CONTRACTOR against OWNER, and still unsettled, and except for claims arising out of third party actions, cross-claims and counterclaims. No interest shall be due or payable by OWNER to CONTRACTOR on any sums retained or withheld by OWNER pursuant to the terms or provisions of the Contract Documents, except as otherwise provided by applicable law. Neither the Certificate of Substantial Completion nor the Final Payment nor possession or acceptance of the Work shall relieve the CONTRACTOR of its obligation for correction of defective or non- conforming Work, or for fulfillment of any warranty, which may be required by law or by the Contract Documents. 6.10 CORRECTION OF WORK BEFORE FINAL PAYMENT. The CONTRACTOR shall promptly remove from OWNER's premises all materials, equipment or Work which is defective or otherwise not in conformance with the Contract Documents, whether actually incorporated in the Work or not, and CONTRACTOR shall, at his own expense, promptly replace such materials, equipment or Work with other materials conforming to the requirements of the Contract. The CONTRACTOR shall also bear the expense of restoring all work of CONTRACTOR or other contractors damaged by any such removal or replacement. If CONTRACTOR does not remove and replace any such unsuitable Work within ten (10)business days after receipt of a written notice from the OWNER or the ENGINEER, the OWNER may remove, replace and remedy such work at CONTRACTOR's expense. 10-2012 00700-25 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 6.11 CORRECTION OF WORK AFTER FINAL PAYMENT. If within one (1) year from the date of Substantial Completion or such longer period of time as may be prescribed by law or by the terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be defective or not in accordance with the Contract Documents, CONTRACTOR shall, at its sole cost, correct it and any other work affected thereby promptly after receipt of a written notice from OWNER to do so. In addition, CONTRACTOR shall be responsible for any damage to building contents, when such damage results from the CONTRACTOR's use of faulty materials or defective workmanship; to the extent such damage is not covered by OWNER's insurance. This warranty period shall renew and recommence for each corrected item of Work upon completion of the remedial work. This time period for correction by CONTRACTOR is in addition to, and not in lieu of, all warranties or remedies, which exist at common law or by statute. These warranty obligations shall survive the termination of this Contract, and shall be enforceable by a decree of specific performance, in addition to such other rights and remedies available to OWNER at law or in equity. 6.12 PAYMENTS WITHHELD. The OWNER may withhold, or on account of subsequently discovered evidence nullify and demand immediate repayment of, the whole or part of any certificate for payment or payment, to such extent as may be necessary to protect OWNER from loss on account of: (a) Defective or non-conforming Work not remedied; (b) Claims filed or reasonable evidence indicating probable filing of claims; (c) Failure of the CONTRACTOR to make payments promptly to subcontractors or for material or labor; (d) Damage to another contractor, OWNER, existing improvements on the site, or to adjacent or adjoining property; (e) Reasonable doubt that the Work can be completed for the unpaid balance of the Contract amount; (f) Reasonable indication that the Work will not be completed within the Contract Time; (g) Failure on the part of the CONTRACTOR to execute any and all documents, releases or other documents presented to the CONTRACTOR for execution, as provided for herein or otherwise; (h) Liquidated or other damages due to late completion; and/or (i) Any breach by CONTRACTOR of this Contract or any other agreement between OWNER and CONTRACTOR. When the above grounds are removed to OWNER's satisfaction,the withheld payment shall be made promptly. If the said causes are not so remedied, OWNER may remedy the same for CONTRACTOR's account, charge the entire cost thereof to CONTRACTOR and deduct such cost 10-2012 00700-26 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT from the Contract Sum or from any payments due or to become due under any other agreement Cif/lb.\ between OWNER and CONTRACTOR. 6.13 DELAYED PAYMENTS. Should the OWNER fail to make payment to the CONTRACTOR when payment is due in accordance with the terms of the Contract Documents, any interest due CONTRACTOR for late payments shall accrue and be paid in accordance with the provisions of Chapter 2251 of the Texas Government Code, as amended, and payment of such interest shall fully liquidate and compensate any injury to the CONTRACTOR growing out of such delay in payment. Should OWNER fail to pay CONTRACTOR an undisputed amount due within the time limits provided in the Contract or applicable law, CONTRACTOR shall give the notice required and comply with the provisions of Section 2251.051 of the Texas Government Code, and shall thereupon be entitled to the rights and remedies provided therein. 7.0 EXTRA WORK AND CLAIMS 7.01 DIFFERING SITE CONDITIONS. During the progress of the work, if subsurface, latent physical conditions or unknown physical conditions of an unusual nature are encountered at the site that differ materially from those indicated in the contract or from those ordinarily encountered and generally recognized as inherent in the work provided for in the contract, the CONTRACTOR shall notify the OWNER's Representative in writing within three (3) calendar days of the specific differing conditions before the site is disturbed and before the affected work is performed. (111.11\ (a)Upon written notification, the ENGINEER will investigate the conditions, and if it is determined that the conditions materially differ and cause an increase or decrease in the cost or time required for the performance of any work under the contract, an adjustment, excluding anticipated profits, will be made and the contract modified in writing accordingly. The ENGINEER will notify the CONTRACTOR in writing of the determination whether or not an adjustment of the contract is warranted. (b)No contract adjustment which results in a benefit to the CONTRACTOR will be allowed unless the CONTRACTOR has provided the required written notice. (c)No contract adjustment will be allowed under this clause for any effects caused on unchanged work. 7.02 SUSPENSIONS OF WORK ORDERED BY THE ENGINEER. If the performance of all or any portion of the work is suspended by the ENGINEER in writing for seven(7) calendar days and the CONTRACTOR believes that additional compensation and/or contract time is due as a result of such suspension,the CONTRACTOR shall submit a written request for adjustment to the ENGINEER within seven(7) calendar days of receipt of the notice to resume work. The request shall set forth the reasons and support for such adjustment. (a)Upon receipt, the ENGINEER will evaluate the CONTRACTOR's request. If the ENGINEER agrees that the cost and/or time required for the performance of the contract has increased as a result of such suspension and the suspension was caused by conditions beyond the control of and not the fault of the CONTRACTOR, its suppliers, or subcontractors at any approved tier, and not caused by weather, the ENGINEER will make 10-2012 00700-27 of 36 CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT an adjustment(excluding profit) and modify the contract in writing accordingly. The CONTRACTOR will be notified of the ENGINEER's determination, in writing,whether or not an adjustment of the contract is warranted. (b)No contract adjustment will be allowed unless the CONTRACTOR has submitted the request for adjustment within the time prescribed. (c)No contract adjustment will be allowed under this clause to the extent that performance would have been suspended by any other cause, or for which an adjustment is provided or excluded under any other term or condition of this contract. 7.03 CHANGE ORDERS. Without invalidating this Agreement, the OWNER may, at any time or from time to time, order additions, deletions or revisions to the Work; such changes will be authorized by Change Order to be prepared by the ENGINEER for execution by the OWNER and the CONTRACTOR. The Change Order shall set forth the basis for any change in Contract Price, as hereinafter set forth for Extra Work, and any change in Contract Time, which may result from the change. 7.04 In accordance with paragraph 1.07 CONTRACTOR'S request to work weekends, the Owner's Construction Manager shall, upon receipt of written notice by the CONTRACTOR of the need to conduct work on otherwise non-Work Days,prepare a cost estimate for providing Construction Management and Inspection services during the requested period and submit this to both OWNER and CONTRACTOR. If approved by both parties the Construction Manager shall prepare a Deductive Change Order in the amount stated in the estimate for the signature of the CONTRACTOR and the OWNER for inclusion in the next Pay Application. The Deductive Change Order must be signed and executed by both the OWNER and CONTRACTOR prior to start of work on any non-Work Day. 7.05 MINOR CHANGES. The ENGINEER may authorize minor changes in the Work not inconsistent with the overall intent of the Contract Documents and not involving an increase in Contract Price or time. If the CONTRACTOR believes that any minor changes authorized by the ENGINEER involves Extra Work or entitles him to an increase in the Contract Price or the Contract Time, the CONTRACTOR shall give notice of same by written request to the ENGINEER for a written Work Order, with a copy to OWNER. Any such notice and request by the CONTRACTOR shall be given prior to beginning the changed work. CONTRACTOR's commencement of any minor change in the Work prior to such written notice and request shall constitute a waiver of any and all claims for an increase in the Contract Price or the Contract Time arising out of or related to such changed work. 7.06 EXTRA WORK. It is agreed that the CONTRACTOR shall perform all work when presented with a written Change Order, Work Change Directive or Work Order signed by the ENGINEER, subject, however, to the right of the CONTRACTOR to require written confirmation of such Change Order, Work Change Directive or Work Order by the OWNER. It is agreed that the basis of compensation or adjustment to the CONTRACTOR for work either altered, added or deleted by a Change Order or Work Change Directive, or for which a claim for Extra Work is made, shall be determined by one or more of the following methods: Method(A) --By Contract unit prices applicable to the work, if any; or 10-2012 00700-28 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT Method(B) --By agreed unit prices or agreed stipulated lump sum price; or Method(C) --If neither Method (A) nor Method (B) can be agreed upon before the Extra Work is commenced, then the CONTRACTOR shall be paid the "Actual Field Cost" of the work plus: a) For subcontractors performing work mark-up shall be limited to fifteen percent, ten(10%) for the subcontractor plus five (5%) for the General Contractor or b) For the General Contractor alone, self-performing the extra work, without subcontractor, the mark-up shall not exceed ten percent (10%), as full and final compensation for the Extra Work and all costs and expenses, direct or indirect, arising out of or related thereto. In the event said Extra Work or Change Order or Work Change Directive work is performed and paid for under Method (C), then the provisions of this paragraph shall apply and the "Actual Field Cost" is hereby defined as the cost to the CONTRACTOR of all workers, such as foremen, timekeepers, mechanics and laborers, and materials, supplies, trucks, rentals of machinery and equipment, for the time actually employed or used on such Extra Work or Change Order or Work Change Directive work, plus actual transportation charges necessarily incurred together with all power, fuel, lubricants, water and similar operating expenses, plus all necessary incidental expenses incurred directly on account of such Extra Work, including Social Security, Old Age Benefits and other payroll taxes, and a rateable, proportion of premiums on Performance and Payment Bonds and Maintenance Bonds, Public Liability and Property Damage and Workers' Compensation, and all other insurance as may be required by law or ordinance, or the Contract Documents,plus all payments to subcontractors for such work. The ENGINEER may direct the form in which accounts of the "Actual Field Cost" shall be kept and the records of these accounts shall be made available to the ENGINEER. The ENGINEER or OWNER may also specify in writing, before the work commences, the method of doing the work and the type and kind of machinery and equipment to be used; otherwise these matters shall be determined by the CONTRACTOR. Unless otherwise agreed upon, the prices for the use of machinery and equipment shall be determined by using one hundred percent (100%), unless otherwise specified, of the latest schedule of Equipment Ownership Expense adopted by the Associated General Contractors of America where practicable. The mark-up of the "Actual Field Cost" to be paid to the CONTRACTOR, shall cover and compensate him for his profit, overhead, and all other elements of cost and expense not embraced within the "Actual Field Cost" as herein defined, save that where the CONTRACTOR's field office must be maintained solely on account of such Extra Work, then the cost to maintain and operate the same shall be included in the "Actual Field Cost." No claim for Extra Work of any kind will be allowed unless ordered by the ENGINEER in a written Work Order. In case any orders or instructions, either oral or written, appear to the CONTRACTOR to involve Extra Work for which he should receive compensation or an adjustment in the Contract Time, he shall make written request to the ENGINEER for a written Work Order authorizing such Extra Work within ten (10) days of ENGINEER's orders or C instructions, otherwise the orders or instructions will be considered minor changes. The issuance of a Work Order by the ENGINEER shall not constitute or be construed as an agreement or 10-2012 00700-29 of 36 CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT acknowledgement by the ENGINEER that the work which is the subject of the Work Order is "Thi Extra Work outside the scope of the Contract Work, but shall merely constitute a direction to the CONTRACTOR to perform the work, and the CONTRACTOR shall proceed with the work, and shall keep an accurate account of the "Actual Field Cost" thereof, as provided under Method (C). Upon completion of the alleged Extra Work, the CONTRACTOR shall promptly and within ten (10) days submit his claim to the ENGINEER by proper certification and attestation, on forms provided by the ENGINEER. The ENGINEER shall render a written decision on CONTRACTOR's claim within ten (10) days. It is mutually agreed between the parties that the ENGINEER's decision on all claims or questions in relation to the Work, CONTRACTOR's performance of the Work, any changes in the Work or Extra Work, the Contract Price and/or the Contract Time, shall be final and conclusive and binding upon the parties. If the ENGINEER shall fail to respond in writing to CONTRACTOR's claim within thirty (30) days of the date of submission, or if CONTRACTOR shall dispute or object to ENGINEER's decision on any claim, and CONTRACTOR fails to file a Request for Mediation of such claim in accordance with the provisions of Article 9.0, within sixty(60) days after the date of submission to the ENGINEER, or such longer period as the parties may agree to in writing, the CONTRACTOR shall lose and forfeit his right to make such claim for Extra Work at any later date, and all such claims held by the CONTRACTOR shall be deemed waived, forfeited and forever barred. CONTRACTOR shall continue to diligently prosecute the Work notwithstanding any pending claim, dispute, or dispute resolution process between OWNER and CONTRACTOR. 7.07 TIME OF FILING CLAIMS. Except as otherwise provided herein, all questions of dispute or adjustment shall be made within the Pro-Trak system and filed with the ENGINEER within three (3) days after the ENGINEER has given any directions, order or instruction to which the CONTRACTOR desires to take exception. The ENGINEER shall reply within thirty(30) days to such written exceptions, and render his final decision in writing. It is mutually agreed between the parties that the ENGINEER's decision on all claims or questions in relation to the Work, CONTRACTOR's performance of the Work, any changes in the Work or Extra Work, the Contract Price and/or the Contract Time, shall be final and conclusive and binding upon the parties. In case the CONTRACTOR should desire to appeal from the ENGINEER's decision, the CONTRACTOR may request a meeting between representatives of the OWNER and the CONTRACTOR for the purposes of appealing the ENGINEER's decision directly to the OWNER, such meeting to occur within ten (10) days after the date of the CONTRACTOR's request, or such longer period as may be agreed to by the parties in writing. If the CONTRACTOR shall still be aggrieved after a meeting with the OWNER and/or his representative, the CONTRACTOR shall have sixty (60) days after the date of the meeting, or such longer period as the parties may agree to in writing, to file a Request for Mediation of such claim in accordance with the provisions of Article 9.0. In the event the CONTRACTOR shall fail, for any reason, to timely file a Request for Mediation, the OWNER shall be released of any and all liability, and the CONTRACTOR's failure to timely file a Request for Mediation shall constitute a waiver, forfeit and final bar of all such claims held by the CONTRACTOR against the OWNER. CONTRACTOR shall continue to diligently prosecute the Work notwithstanding any pending claim, dispute, or dispute resolution process between OWNER and CONTRACTOR. 8.0 DEFAULT 8.01 DEFAULT BY CONTRACTOR. In case the CONTRACTOR should abandon and fail or refuse to resume Work within five (5) days after written notification from the OWNER 10-2012 00700-30 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT or the ENGINEER, or if the CONTRACTOR fails to comply with the orders of the ENGINEER when such orders are consistent with the Contract Documents, or if the CONTRACTOR otherwise defaults on its obligations under the Contract, OWNER shall have the right, if it so elects and without prejudice to any other rights it may have, after giving five (5) days written notice of default to CONTRACTOR and any surety, to terminate the Contract or any part thereof and/or to take over or cause others to take over the Work or any part thereof, and to complete such Work for the account of CONTRACTOR. Where Performance and Payment Bonds exist, the sureties on these bonds shall be directed to complete the Work in conjunction with the notice of default, and a copy of said notice shall be delivered to the CONTRACTOR. After receiving said notice of default, the CONTRACTOR shall promptly and within no more than three (3) days, remove from the Work any machinery, equipment, or tools then on the job, not intended for incorporation into the Work. Should CONTRACTOR fail to promptly remove such machinery, equipment or tools, OWNER may remove such machinery, equipment or tools and store same at CONTRACTOR's expense; return such machinery, equipment or tools to their purported owner; or otherwise dispose of such machinery, equipment or tools as OWNER sees fit. Any materials, supplies and/or equipment delivered for use in the Work, may be used in the completion of the Work by the OWNER or the surety on the Performance Bond, or another contractor in completion of the Work; it being understood that the use of such equipment, supplies and materials will ultimately reduce the cost to complete the Work and be reflected in the final settlement. Where there is no Performance Bond or in case the surety should fail to commence compliance with the notice for completion hereinabove provided for within ten (10) days after the service of such notice, then the OWNER may provide for completion of the Work in either of the following elective manners: (a) The OWNER may thereupon employ such force of workers and use such machinery, equipment, tools, materials and supplies as the OWNER may deem necessary to expeditiously complete the Work, and charge the expense of such labor, machinery, equipment, tools, materials and supplies to said CONTRACTOR, and expense so charged shall be deducted and paid by the OWNER out of such monies as may be due or that may thereafter at any time become due to the CONTRACTOR under and by virtue of this Agreement or any other agreement between OWNER and CONTRACTOR. In case such expense is less than the sum which would have been payable under this Contract if the same had been completed by the CONTRACTOR, then said CONTRACTOR shall be credited with the difference. In case such expense is greater than the sum which would have been payable under this Contract if the same had been completed by such CONTRACTOR, then the CONTRACTOR and/or his surety shall promptly pay the amount of such excess to the OWNER upon demand; or (b) The OWNER, under sealed bids, under the times and procedures provided for by law, may let the contract for completion of the Work under substantially the same terms and conditions which are provided in this Contract. In case of any increase in cost to the OWNER under the completion contract, as compared to what would have been the cost under this Contract, such increase shall be charged to the CONTRACTOR, and the amount of such increase may be deducted by the OWNER out of such monies as may be due or that may thereafter at any time 10-2012 00700-31 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT become due to the CONTRACTOR under and by virtue of this Agreement or any other agreement between OWNER and CONTRACTOR, or the CONTRACTOR and/or his surety shall promptly pay the amount of such increase to the OWNER upon demand. However, should the cost to complete any such completion contract prove to be less than what would have been the cost to complete under this Contract, the CONTRACTOR and/or his surety shall be credited therewith. In the event of a default by CONTRACTOR, no further payments shall be made to CONTRACTOR under the Contract until the Work is Finally Completed. When the Work shall have been Finally Completed, the CONTRACTOR and his surety shall be so notified. A complete itemized statement of the Contract accounts, certified by the ENGINEER as being correct, shall then be prepared and delivered to the CONTRACTOR and his surety, whereupon the CONTRACTOR and/or his surety shall pay the balance due as reflected by said statement. The OWNER, prior to incurring an obligation to make payment hereunder, shall have such statement of completion attested to by the CONTRACTOR and the surety as accurate, and in exchange for payment of the sum stated therein, the OWNER shall be entitled to a full and final release of any claims or demands by the CONTRACTOR or the surety. In the event the statement of accounts shows that the cost to complete the work is less than that which would have been the cost to the OWNER had the work been completed by the CONTRACTOR under the terms of this Contract, or when the CONTRACTOR and/or his surety shall pay the balance shown to be due by them to the OWNER, then all machinery, equipment, tools or supplies left on the site of the Work shall be turned over to the CONTRACTOR and/or his surety. Should the cost to complete the Work exceed the Contract Price, and the CONTRACTOR and/or his surety fail to pay the amount due the OWNER within the time designated above, and there remains any machinery, equipment, tools, materials or supplies which are the property of CONTRACTOR on the site of the Work, notice thereof, together with an itemized list of such equipment and materials, shall be mailed to the CONTRACTOR and his surety at the respective addresses designated in the Contract, provided, however, that actual written notice given in any manner will satisfy this condition. After mailing or other giving of such notice, such property shall be held at the risk of the CONTRACTOR and his surety, subject only to the duty of the OWNER to exercise ordinary care to protect such property. After fifteen (15) days from the date of such notice, the OWNER may sell such property, equipment, tools, materials or supplies, and apply the net sum derived from such sale to the credit of the CONTRACTOR and his surety. Such sale may be made at either public or private sale, with or without notice, as the OWNER may elect. The OWNER shall release any machinery, equipment, tools, materials or supplies, which remain on the Work, and belong to persons other than the CONTRACTOR or his surety, to their reputed owners. 8.02 SUPPLEMENTATION OF CONTRACTOR FORCES. If CONTRACTOR at any time shall, in OWNER'S sole opinion, fail to furnish skilled workers, suitable materials, supplies or adequate equipment sufficient for the prompt, timely and diligent prosecution of the Work in accordance with OWNER's direction, OWNER shall have the right, without prejudice to the exercise of other remedies for the same default and without fully taking over the Work, to supplement CONTRACTOR's forces and to expedite delivery of and to procure and furnish such workers, materials, tools, supplies or equipment for CONTRACTOR's account by employing other contractors and suppliers engaged in the same class of work and charge the entire cost thereof to CONTRACTOR, said cost to be deducted from sums due or to become due to 10-2012 00700-32 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (1.11b\' CONTRACTOR under the Contract or any other agreement with OWNER or any parent, subsidiary or affiliate of OWNER. 8.03 CUMULATIVE REMEDIES & SPECIFIC PERFORMANCE. All rights and remedies of OWNER, under the terms of the Contract and/or available at law or in equity, are cumulative. In the event CONTRACTOR or any of its subcontractors, vendors or suppliers fails or refuses for any reason to provide timely manufacture, fabrication, delivery, installation, erection, construction or completion of any supplies, materials, expendables, equipment, machinery, accessories or appurtenances to be furnished hereunder, CONTRACTOR acknowledges and agrees that such items are required, necessary, essentially unique to the Project and the Work and will cause irreparable harm to OWNER and the Project if not furnished in accordance with the Contract, and OWNER shall have the right to obtain a decree of specific performance and mandatory injunctive relief from any Court of competent jurisdiction to ensure the timely furnishing of such items. 8.04 CROSS-DEFAULT. If, for any reason, CONTRACTOR is declared in default and/or terminated by OWNER under any other agreement with OWNER, whether related to the Project or not related to the Project, OWNER shall have the right to offset and apply any amounts which might be owed to OWNER by CONTRACTOR under any other such agreements against any earned but unpaid amounts owing to CONTRACTOR by OWNER under the Contract, any retainage earned by CONTRACTOR under the Contract or any unearned, unpaid amount under the Contract. (1111.16 8.05 INSOLVENCY. It is recognized that if CONTRACTOR becomes a debtor in voluntary or involuntary bankruptcy proceedings, makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of his insolvency, such events could seriously impair or frustrate CONTRACTOR's performance of the Work. Accordingly, it is agreed that should CONTRACTOR become a debtor in bankruptcy, either voluntary or involuntary, CONTRACTOR shall notify OWNER in writing within twenty-four (24) hours of the filing with the bankruptcy court. Further, it is agreed that upon occurrence of any one or more such events, OWNER shall be entitled to request of CONTRACTOR or its successors, trustees or receivers, adequate assurances of future performance. In the event such adequate assurances are not given to the reasonable satisfaction of OWNER within seventy-two (72) hours of such request, OWNER shall have the right to immediately invoke the remedies of this Section 8 or as provided by law. Pending receipt of such adequate assurances of such future performance, OWNER may proceed with the Work on a temporary basis and deduct the costs, plus reasonable overhead and profit, from any amounts due or which may become due to CONTRACTOR under the Contract or any other agreement with OWNER. In this regard, OWNER and CONTRACTOR agree that delays in performance could result in more damages to CONTRACTOR than would be sustained if OWNER failed to exercise such remedies. 8.06 CONTINGENT ASSIGNMENT. CONTRACTOR hereby assigns to OWNER, all of CONTRACTOR's rights under and interest in any and all subcontracts and/or purchase orders entered into by CONTRACTOR pursuant to this Agreement, such assignment to become effective upon CONTRACTOR's default under this Agreement or OWNER's termination of this Contract, and OWNER's acceptance of such assignment. Upon CONTRACTOR's default or OWNER's termination of this Contract, OWNER may, in the event there is no performance bond for the (11111` Contract, or in the event the performance bond surety fails to complete the Contract, or if OWNER otherwise so elects in its sole discretion, accept such assignment by written notice of such 10-2012 00700-33 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT acceptance to CONTRACTOR and subcontractor, and may require subcontractors to perform all of the then unperformed duties and obligations under the subcontract, for the direct benefit of OWNER. In the event OWNER requires such performance by a subcontractor, then OWNER shall be obligated to pay such subcontractor any amounts due and owing under the terms of the subcontract/purchase order, at the subcontract prices and rates, and subject to any rights of withholding or offset and other terms and conditions of the subcontract, for all work properly performed by such subcontractor, to the date of OWNER's acceptance and thereafter. OWNER's liability in this connection, however, shall not exceed the amount obtained by subtracting all payments made by CONTRACTOR to subcontractor from the Subcontract Price at the time of CONTRACTOR's default or OWNER's termination of CONTRACTOR. CONTRACTOR shall include a provision in its subcontracts that allows such assignment and allows OWNER to take these actions, and further provides that in the event of CONTRACTOR's termination for default, the subcontractor agrees to give the OWNER or its agent the right to inspect all books and records of subcontractor relating to the Work. 8.07 WAIVER OF CONSEQUENTIAL DAMAGES. CONTRACTOR expressly waives any and all claims for consequential damages against OWNER arising out of or related to this Contract, or any other agreements between CONTRACTOR and OWNER, including,but not limited to, claims for damages incurred by CONTRACTOR for principal office expenses, including the compensation of personnel stationed there, losses of financing, bonding capacity, business and reputation, and claims for lost profit, whether on this Contract or otherwise. 8.08 TERMINATION FOR CONVENIENCE. OWNER may at its sole discretion, upon five (5) days written notice to CONTRACTOR, terminate this Contract, in whole or in part, '�) if and when OWNER determines that it is in the best interest of OWNER to do so. Upon receipt of such written notice from OWNER, CONTRACTOR shall cease all terminated Work and take reasonable precautions to protect and preserve such work, and shall take all reasonable measures after consultation with OWNER to terminate or assign to OWNER all subcontracts, purchase orders or other commitments related to the Work or the Project on terms and conditions acceptable to OWNER. CONTRACTOR will be paid for all Work performed in strict accordance with the Contract Documents, based upon the Contract Price and the percentage of completion on the date of termination, and less amounts previously paid, subject to any reasonable backcharges attributable to CONTRACTOR's failure to comply with any of the provisions of this Contract and further subject to the other terms of this Contract regarding payment. In no event will CONTRACTOR receive or be entitled to any payment or compensation whatsoever for interruption of business or loss of business opportunities, any other items of consequential damages, for overhead or loss of profits on the unperformed Work and/or services and unfurnished materials or for any intangible, impact or similarly described cost, damages or expense, and under no circumstances shall the total sum paid to or received by CONTRACTOR under this Contract exceed the Contract Price. The compensation provided herein shall be CONTRACTOR's sole and exclusive remedy arising out of a termination for convenience. 8.09 DEFAULT BY OWNER. In case the OWNER shall default on its material obligations under this Contract, other than OWNER's failure to pay CONTRACTOR a disputed amount due within the time limits provided in the Contract or applicable law, as addressed by Section 6.13 of this Agreement, and shall fail or refuse to cure, or to commence and diligently pursue cure of such default within fifteen (15) days after written notification by the CONTRACTOR, then the CONTRACTOR may suspend or wholly abandon the Work, and may remove therefrom all machinery, tools and equipment, and all materials on the site of the Work 10-2012 00700-34 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 111111'\ that have not been included in payments to the CONTRACTOR and have not been incorporated into the Work. And thereupon, the ENGINEER shall make an estimate of the total amount earned by the CONTRACTOR, which estimate shall include the value of all Work actually completed by said CONTRACTOR (at the Contract Prices), the value of all partially completed Work at a fair and equitable price, and the amount of all Extra Work performed at the prices agreed upon, or provided for by the terms of this Contract, and a reasonable sum to cover the cost of any provisions made by the CONTRACTOR to carry the whole Work to completion and which cannot be utilized. The ENGINEER shall then make a final statement of the balance due the CONTRACTOR by deducting from the above estimate all previous payments by the OWNER and all other sums that may be retained by the OWNER under the terms of this Agreement, and shall present the same to the OWNER, and OWNER's payment of said sum to the CONTRACTOR, on or before thirty (30) days after OWNER's receipt of such statement, shall satisfy any and all rights, claims or causes of action of CONTRACTOR arising out of or related to such default by OWNER, and shall be CONTRACTOR's sole and exclusive remedy for such default. A disputed or unilateral claim by the Contractor cannot by itself constitute a default hereunder. 9.0 DISPUTE RESOLUTION Any dispute or pending claim or dispute resolution process between OWNER and CONTRACTOR shall not excuse or relieve CONTRACTOR of its obligations under the Contract, and CONTRACTOR shall diligently prosecute the Work notwithstanding any pending claim, dispute, or dispute resolution process between OWNER and CONTRACTOR. rib\, All claims, disputes and other matters in question arising out of or relating to, the Contract, or the breach thereof, shall be subject to mediation as a condition precedent to any other dispute resolution process as may be selected by OWNER. Unless mutually agreed otherwise the mediation shall be conducted by a third party who will be selected by agreement between OWNER and CONTRACTOR, and Request for Mediation shall be filed with the other party. The parties shall share the mediator's fee and any filing fees equally. If a claim, dispute or other matter in question between OWNER and CONTRACTOR involves the work of a subcontractor or supplier, OWNER or CONTRACTOR may join such subcontractor or supplier as a party to any mediation proceeding between OWNER and CONTRACTOR hereunder. CONTRACTOR shall include in all subcontracts and/or purchase orders related to the Work a specific provision whereby the subcontractor or supplier consents to being joined in mediation between OWNER and CONTRACTOR involving the work of such subcontractor or supplier. This Contract shall be governed by the laws of the State of Texas and shall be considered performable in Brazoria County, Texas, for venue purposes. Further, the OWNER and CONTRACTOR stipulate that venue for any dispute resolution proceeding involving or touching upon the Contract other than the conduct of an arbitration hearing shall be in Brazoria County, Texas, or, if such choice of venue is prohibited or unenforceable by law, shall be held in the county where the Project is located. CONTRACTOR agrees to pay OWNER all reasonable attorneys' fees incurred by OWNER in the event OWNER seeks to enforce any provision of this Contract whether by �`, arbitration or other dispute resolution process. Further, in the event OWNER defends any claim \\ instituted by CONTRACTOR against OWNER, whether in arbitration or other dispute resolution 10-2012 00700-35 of 36 CITY OFPEARLAND GENERAL CONDITIONS OF AGREEMENT process, CONTRACTOR agrees to pay OWNER all reasonable attorneys' fees incurred by OWNER in defending such claim provided OWNER is the prevailing party, in whole or in part, in such proceeding. 10-2012 00700-36 of 36 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT ATTACHMENT NO. 1 TO GENERAL CONDITIONS WORKERS' COMPENSATION INSURANCE COVERAGE A. DEFINITIONS: 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 (TWCC81, TWCC-82, TWCC-83 or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project for the duration of the Project. Duration of the Project -includes the time from the beginning of the Work on the Project until the contractor's/person's work on the Project has been completed and the Project warranty period has expired. Persons providing services on the project includes 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 due contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, motor carriers and owner- operators, (as defined at Section 406.121 of the Texas Labor Code), leasing companies, and employees of any such entity, or employees of any entity which (1111111\ 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. B. 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, Title 5. Workers' Compensation, Subtitle A Texas Workers' Compensation Act, for employees of the contractor providing services on the project, for the duration of the project. C. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being awarded the Contract. D. 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. E. The CONTRACTOR shall obtain from each subcontractor or other person providing services on a project, and provide to the OWNER: (I) 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 05/2007 00700-Al CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (2) no later than seven days after receipt by the CONTRACTOR and 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. F. The CONTRACTOR shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. G. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery, within 10 days after the CONTRACTOR knew or should have known, of any changes that materially affect the provision of coverage of any person providing services on the Project. H. The CONTRACTOR shall post on each Project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the Project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. NOTICE REQUIRED WORKERS' COMPENSATION COVERAGE "The law requires that each person working on this site or providing services related to this construction project must be covered by workers' compensation insurance. This includes persons providing, hauling, or delivering equipment or materials, or providing labor or transportation or other service related to the project, regardless of the identity of their employer or status as an employee." "Call the Texas Workers' Compensation Commission at (512) 440- 3789 to receive information on the legal requirements for coverage, to verify whether your employer has provided the required coverage, or to report an employer's failure to provide coverage." The CONTRACTOR shall contractually require each person with whom it contracts to provide services on a project, too: (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, Title 5 Workers' Compensation, Subtitle A Texas Workers' Compensation Act, 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: 05/2007 00700-A2 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (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; (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 year thereafter; (6) notify the OWNER in writing by certified mail or personal delivery, within 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 (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. 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 agreements 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. K. The CONTRACTOR's failure to comply with any of these provisions is a breach of contract by the CONTRACTOR, which entitles the OWNER to pursue all rights and remedies available to it under the Contract, at law or in equity,if the CONTRACTOR does not remedy the breach within ten days after receipt of notice of breach from the OWNER. 05/2007 00700-A3 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT ATTACHMENT NO. 2 TO GENERAL CONDITIONS AGREEMENT FOR FINAL PAYMENT AND CONTRACTOR'S SWORN RELEASE In consideration of the Final Payment under that certain contract between [Contractor's Company Name] (hereafter "CONTRACTOR") and the City of Pearland (hereafter "OWNER") for the Project known as Traffic Signal Installation and Median Improvements — FM 518 at Garden Road (the "Contract"), the CONTRACTOR makes the following representations to OWNER, either individually if a proprietorship, or jointly and severally by all general partners if a partnership, or if a corporation, by action of the president and secretary of said corporation, as duly authorized by appropriate action of the stockholders and/or board of directors of said corporation, their signatures hereon constituting a representation under oath by said individuals that they have the authority to execute this Agreement for and on behalf of the said corporation: 1. The undersigned CONTRACTOR represents to OWNER that the Application for Payment for the Final Payment under the Contract, and the fmal Change Order issued under the Contract if any, whether or not modified, corrected or changed in some way by the ENGINEER, the CONTRACTOR or the OWNER, a copy of which are attached hereto and marked Exhibit "A", are true, correct and accurate, and that CONTRACTOR has received payment in full for all other Applications for Payment submitted under the Contract, and that CONTRACTOR has been fully compensated for all labor, materials, equipment and/or services furnished in connection with the Contract, except for the Final Payment. 2. It is agreed and stipulated by the undersigned CONTRACTOR that upon the receipt of Final Payment in the amount as set out on the attached Application for Payment, the CONTRACTOR, by execution of this instrument of release, does, therefore, RELEASE and FOREVER DISCHARGE OWNER of and from all manner of debts, claims, demands, obligations, suits, liabilities and causes of action of any nature whatsoever, at law or in equity, in contract or in tort, now existing or which may hereafter accrue, arising out of or related to the Contract, any Change Orders or Work Orders, the Work, or any labor, materials, equipment or services furnished by CONTRACTOR to OWNER. 3. The CONTRACTOR, acting by and through the person or persons whose names are subscribed hereto, does solemnly swear and affirm that all bills and claims have been paid to all materialmen, suppliers, laborers, subcontractors, or other entities performing services or supplying materials or equipment, and that OWNER shall not be subject to any bills, claims, demands, litigation or suits in connection therewith. 4. It is further specifically understood and agreed that this Agreement for Final Payment and Contractor's Sworn Release shall constitute a part of the Contract, and it is also specifically understood and agreed that this Agreement shall not act as a modification, waiver or renunciation by OWNER of any of its rights or remedies as set out in the Contract itself, but this Agreement for Final Payment and Contractor's Sworn Release shall constitute a supplement thereto for the additional protection of OWNER. 05/2007 00700-B 1 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT SIGNED and EXECUTED this, the day of , 20_ CONTRACTOR: By: Signature Print Name: Title: [If CONTRACTOR is a proprietorship, owner must sign; if a partnership, each general partner must sign; if a corporation, the following language should be used.] SIGNED and EXECUTED this, the day of(11111116\ 20 by , a Texas corporation,under authority granted to the undersigned by said corporation as contained in the Charter, By-Laws or Minutes of a meeting of said corporation regularly called and held. CONTRACTOR: By: President ATTEST: Corporate Secretary (Corporate Seal) [This form is for use by either a proprietorship or a partnership. In the event CONTRACTOR is a partnership or a joint proprietorship, additional signature lines should be added for each individual.] 05/2007 00700-B2 �►, CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT ( AFFIDAVIT STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared the person or persons whose name(s) are subscribed to the above and foregoing Agreement for Final Payment and Contractor's Sworn Release, who each, after being by me duly sworn, on their oaths deposed and said: I (We) am(are)the person(s) who signed and executed the above and foregoing Agreement for Final Payment and Contractor's Sworn Release, and I (we) have read the facts and statements as therein set out and the representations as made therein, and I (we) state that the above and foregoing are true and correct. CONTRACTOR-Affiant SWORN TO AND SUBSCRIBED TO before me, the day of 20_. (1111h\ Notary Public, State of Texas My Commission Expires: [This form is for use in the event CONTRACTOR is a corporation.] 07/2006 00700-B3 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT AFFIDAVIT STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared the persons who signed and executed the above and foregoing Agreement for Final Payment mid Contractor's Sworn Release,whose names are set out above,who each, after being by me duly sworn, on their oaths deposed and said: We each are the persons whose names are subscribed above, and hold respectively the offices in the corporation as set out above, and each state under oath that we have the authority to execute this Agreement for Final Payment and Contractor's Sworn Release for and on behalf of said corporation,pursuant to authority granted to us in the Charter of said corporation, the By-Laws of said corporation and/or the Minutes of said corporation; and the facts, statements and representations as set out in the instrument to which this Affidavit is attached, are true and correct. SWORN TO AND SUBSCRIBED TO before me this,the day of 20 (11.6\ Notary Public, State of Texas My Commission Expires: 07/2006 00700-B4 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT (111116\ ATTACHMENT NO.3 TO GENERAL CONDITIONS OWNER'S INSURANCE REQUIREMENTS OF CONTRACTOR 1. Definitions. For purposes of this Agreement: 1.1 Owner Parties. "Owner Parties" means (a) the City of Pearland, its successors and assigns, and the Engineer, (b) any officers, employees, or agents of such persons or entities, and(c) others as required by the Contract Documents, if any. 1.2 Contractor. "Contractor" shall mean the vendor providing the service or work to be performed under this Agreement. 1.3 Subcontractor. "Subcontractor" shall include subcontractors of any tier. 1.4 ISO. "ISO" means Insurance Services Office. 2. Contractor Insurance Representations to Owner Parties 2.1 It is expressly understood and agreed that the insurance coverages required herein: 2.1.1 represent Owner Parties' minimum requirements and are not to be construed to void or limit the Contractor's indemnity obligations as contained in Cl/1/6"" this Agreement nor represent in any manner a determination of the insurance coverages the Contractor should or should not maintain for its own protection; and 2.1.2 are being, or have been, obtained by the Contractor in support of the Contractor's liability and indemnity obligations under this Agreement. Neither the requirements as to insurance to be carried as provided for herein, the insolvency, bankruptcy or failure of any insurance company carrying insurance of the Contractor, nor the failure of any insurance company to pay claims accruing, shall be held to affect,negate or waive any of the provisions of this Agreement. 2.2 Failure to obtain and maintain the required insurance shall constitute a material breach of, and default under, this Agreement. If the Contractor shall fail to remedy such breach within five (5) business days after notice by the Owner, the Contractor will be liable for any and all costs, liabilities, damages and penalties resulting to the Owner Parties from such breach, unless a written waiver of the specific insurance requirement(s) is provided to the Contractor by the Owner. In the event of any failure by the Contractor to comply with the provisions of this Agreement, the Owner may, without in any way compromising or waiving any right or remedy at law or in equity, on notice to the Contractor, purchase such insurance, at the Contractor's expense, provided that the Owner shall have no obligation to do so and if the Owner shall do so, the Contractor shall not be relieved of or excused from the obligation to obtain and maintain such insurance amounts and coverages. 10-2012 00700-Cl CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT n 3. Conditions Affecting All Insurance Required Herein 3.1 Cost of Insurance. All insurance coverage shall be provided at the Contractor's sole expense. 3.2 Status and Rating of Insurance Company. All insurance coverage shall be written through insurance companies authorized to do business in the state in which the work is to be performed and rated no less than A-: VII in the most current edition of A. M. Best's Key Rating Guide. 3.3 Restrictive, Limiting, or Exclusionary Endorsements. All insurance coverage shall be provided to the Owner Parties in compliance with the requirements herein and shall contain no endorsements that restrict, limit, or exclude coverage required herein in any manner without the prior express written approval of the Owner. 3.4 Limits of Liability. The limits of liability may be provided by a single policy of insurance or by a combination of primary and umbrella policies, but in no event shall the total limits of liability available for any one occurrence or accident be less than the amount required herein. 3.5 Notice of Cancellation, Nonrenewal, or Material Reduction in Coverage. All insurance coverage shall contain the following express provision: In the event of cancellation, non-renewal, or material reduction in coverage affecting the certificate holder, thirty (30) days prior written notice shall be given to the certificate holder by certified mail or registered mail, return receipt requested. 3.6 Waiver of Subrogation. The Contractor hereby agrees to waive its rights of recovery from the Owner Parties with regard to all causes of property and/or liability loss and shall cause a waiver of subrogation endorsement to be provided in favor of the Owner Parties on all insurance coverage carried by the Contractor, whether required herein or not. 3.7 Deductible/Retention. Except as otherwise specified herein, no insurance required herein shall contain a deductible or self-insured retention in excess of $25,000 without prior written approval of the Owner. All deductibles and/or retentions shall be paid by, assumed by, for the account of, and at the Contractor's sole risk. The Contractor shall not be reimbursed for same. 4. Maintenance of Insurance. The following insurance shall be maintained in effect with limits not less than those set forth below at all times during the term of this Agreement and thereafter as required: 10-2012 00700-C2 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 4.1 Commercial General Liability Insurance 4.1.1 Coverage. Such insurance shall cover liability arising out of all locations and operations of the Contractor, including but not limited to liability assumed under this contract (including the tort liability of another assumed in a business contract). Defense shall be provided as an additional benefit and not included within the limit of liability. 4.1.2 Form. Commercial General Liability Occurrence form (at least as broad as an unmodified ISO CG 0001 0798 or its equivalent). 4.1.3 Amount of Insurance. Coverage shall be provided with limits of not less than: Each Occurrence Limit $1,000,000 General Aggregate Limit $2,000,000 Product-Completed Operations Aggregate Limit $2,000,000 Personal and Advertising Injury Limit $1,000,000 4.1.4 Required Endorsements a. Additional Insured. Additional insured status shall be provided in favor of the Owner Parties on any of the following: 1111.11\ i. ISO form CG 20 10 11 85; or ii. ISO form CG 20 26 11 85; or iii. a combination of ISO forms CG 20 33 10 01 and CG 20 37 10 01; or iv. any form providing equivalent protection to Owner. b. Designated Construction Project(s) Aggregate Limit. The aggregate limit shall apply separately to this Agreement through use of an ISO CG 25 03 03 97 endorsement or its equivalent. c. Notice of Cancellation, Nonrenewal or Material Reduction in Coverage, as required in 3.5, above. d. Personal Injury Liability. The personal injury contractual liability exclusion shall be deleted. e. Primary and Non-Contributing Liability. It is the intent of the parties to this Agreement that all insurance required herein shall be primary to all insurance available to the Owner Parties. The obligations of the Contractor's insurance shall not be affected by any other insurance available to the Owner Parties and shall seek no contribution from the Owner Parties' insurance, whether primary, excess contingent, or on any other basis. The Contractor's insurance coverage shall be endorsed to provide such primary and non- contributing liability. f. Waiver of Subrogation, as required in 3.6, above. 10-2012 00700-C3 CITY OF PEARLAIVD GENERAL CONDITIONS OF AGREEMENT 4.1.5 Continuing Commercial General Liability Insurance. The Contractor shall maintain such insurance in identical coverage, form and amount, including required endorsements, for at least one (1) year following Date of Substantial Completion of the Work to be performed under this Agreement. The Contractor shall provide written representation to Owner stating Work completion date. 4.2 Auto Liability Insurance 4.2.1 Coverage. Such insurance shall cover liability arising out of any auto (including owned, hired, and non-owned). 4.2.2 Form. Business Auto form (at least as broad as an unmodified ISO CA 0001 or its equivalent). 4.2.3 Amount of Insurance. Coverage shall be provided with a limit of not less than$1,000,000. 4.2.4 Required Endorsements a. Notice of Cancellation, Nonrenewal or Material Reduction in Coverage, as required in 3.5, above. b. Waiver of Subrogation, as required in 3.6, above. 4.3 Employer's Liability Insurance 4.3.1 Coverage. Employer's Liability Insurance shall be provided as follows: 4.3.2 Amount of Insurance. Coverage shall be provided with a limit of not less than: Employer's Liability: $1,000,000 each accident and each disease. 4.3.3 Required Endorsements a. Notice of Cancellation, Nonrenewal or Material Reduction in Coverage, as required in 3.5, above. b. Waiver of Subrogation, as required in 3.6, above. 4.4 Umbrella Liability Insurance 4.4.1 Coverage. Such insurance shall be excess over and be no less broad than all coverages described above and shall include a drop-down provision for exhaustion of underlying limits. 4.4.2 Form. This policy shall have the same inception and expiration dates as the commercial general liability insurance required above. 10-2012 00700-C4 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 4.4.3 Amount of Insurance. Coverage shall be provided with a limit of not less than$5,000,000. 4.4.4 Continuing Umbrella Liability Insurance. The Contractor shall maintain such insurance in identical coverage, form and amount, including required endorsements, for at least one (1) year following Date of Substantial Completion of the Work to be performed under this Agreement. The Contractor shall provide written representation to the Owner stating Work completion date. 4.5 Professional Liability Insurance 4.5.1 Coverage. The Contractor shall provide professional liability insurance for any professional design or engineering drawing required by the work. Such insurance shall indemnify the Owner from claims arising from the negligent performance of professional services of any type, including but not limited to design or design/build services as part of the Work to be performed. 4.5.2 Form. This insurance shall include prior acts coverage sufficient to cover all services rendered by the Contractor and by its consultants under this Agreement. It is recognized that this coverage may be provided on a Claims-Made basis. ate, 4.5.3 Amount of Insurance. Coverage shall be provided with a limit of not less than$1,000,000. 4.5.4 Continuing Professional Liability Insurance. The Contractor shall maintain such insurance in identical coverage, form and amount for at least one (1) year following Date of Substantial Completion of the Work to be performed under this Agreement. The Contractor shall provide written representation to the Owner stating Work completion date. 4.6 Builder's Risk 4.6.1 Insureds. Insureds shall include: a. Owner, General Contactor and all Loss Payees and Mortgagees as Named Insureds; and b. subcontractors of all tiers in the Work as Additional Insureds. 10-2012 00700-C5 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 4.6.2 Covered Property. Such insurance shall cover: a. all structure(s) under construction, including retaining walls, paved surfaces and roadways, bridges, glass, foundation(s), footings, underground pipes and wiring, excavations, grading, backfilling or filling; b. all temporary structures (e.g., fencing, scaffolding, cribbing, false work, forms, site lighting, temporary utilities and buildings) located at the site; c. all property including materials and supplies on site for installation; d. all property including materials and supplies at other locations but intended for use at the site; e. all property including materials and supplies in transit to the site for installation by all means of transportation other than ocean transit; and f. other Work at the site identified in the Agreement to which this Exhibit is attached. Form a. Coverage shall be at least as broad as an unmodified ISO Special form, shall be provided on a completed-value basis, and shall be primary to any other coverage insurance available to the insured parties, with that other insurance being excess, secondary and non- contributing. b. No protective safeguard warranty shall be permitted. c. Required coverage shall further include: i. Additional expenses due to delay in $ TBD completion of project(where applicable) ii. Agreed value Included without sublimit iii. Damage arising from error, omission or Included without sublimit deficiency in construction methods, design, specifications,workmanship or materials, including collapse iv. Debris removal additional limit 25% of direct damage loss v. Earthquake (where applicable) $ TBD vi. Earthquake sprinkler leakage(where $ TBD applicable) vii. Expediting expenses $ TBD viii. Flood(where applicable) $ TBD ix. Freezing Included without sublimit x. Mechanical breakdown, including hot& Included without sublimit cold testing(where applicable) xi. Notice of cancellation,non-renewal or Included 10-2012 00700-C6 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT \ ; material reduction—60 days prior written notice to each insured xii. Occupancy clause, as required in F, Included below xiii. Ordinance or law Included without sublimit xiv. Pollutant clean-up and removal $TBD xv. Preservation of property Included without sublimit xvi. Replacement cost Included xvii. Theft Included without sublimit xviii. Waiver of subrogation as required in G, Included below. 4.6.3 Amount of Insurance. Coverage shall be provided in an amount equal at all times to the full replacement value and cost of debris removal for any single occurrence. 4.6.4 Deductibles. Deductibles shall not exceed the following: a. All Risks of Direct Damage, Per $5,000 Occurrence, except b. Delayed Opening Waiting Period 5 Days c. Flood, Per Occurrence $25,000 or excess of NFIP if in Flood Zone A, BorV d. Earthquake and Earthquake Sprinkler $25,000 Leakage, Per Occurrence 4.6.5 Termination of Coverage. The termination of coverage provision shall be endorsed to permit occupancy of the covered property being constructed so long as such occupancy does not exceed 20% of the usable area of the property. This insurance shall be maintained in effect, unless otherwise provided for in the Contract Documents, until the earliest of the following dates: a. the date on which all persons and organizations who are insureds under the policy agree that it shall be terminated; b. the date on which final payment, as provided for in the Agreement to which this Exhibit is attached,has been made; or c. the date on which the insurable interests in the Covered Property of all insureds other than Contractor have ceased. 10-2012 00700-C7 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 4.6.6 Waiver of Subrogation. The waiver of subrogation provision shall be endorsed as follows: a. A waiver of subrogation shall be provided in favor of all insureds. b. The waiver of subrogation provisions shall be endorsed as follows: Should a covered loss be subrogated, either in whole or in part, your rights to any recovery will come first, and we will be entitled to a recovery only after you have been fully compensated for the loss. 5. Intentionally left blank. 6. Evidence of Insurance 6.1 Provision of Evidence. Evidence of the insurance coverage required to be maintained by the Contractor, represented by certificates of insurance, evidence of insurance, and endorsements issued by the insurance company or its legal agent, and must be furnished to the Owner prior to commencement of Work and not later than fifteen (15) days after receipt of this Agreement. New certificates of insurance, evidence of insurance, and endorsements shall be provided to the Owner prior to the termination date of the current certificates of insurance, evidence of insurance, and endorsements. ) 6.2 Form 6.2.1 All property insurance required herein shall be evidenced by ACORD form 28, "Evidence of Property Insurance". 6.2.2 All liability insurance required herein shall be evidenced by ACORD form 25, "Certificate of Insurance". 6.3 Specifications. Such certificates of insurance, evidence of insurance, and endorsements shall specify: 6.3.1 The Owner as a certificate holder with correct mailing address. 6.3.2 Insured's name,which must match that on this Agreement. 6.3.3 Insurance companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits described herein, and signature of authorized representative of insurance company. 6.3.4 Producer of the certificate with correct address and phone number listed. 6.3.5 Additional insured status required herein. 6.3.6 Amount of any deductibles and/or retentions. 6.3.7 Cancellation, non-renewal and material reduction in coverage notification as required by this Agreement. Additionally, the words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon Company, it agents or representatives" shall be deleted from the cancellation provision of the ACORD 25 certificate of insurance form. 10-2012 00700-C8 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT 6.3.8 Designated Construction Project Aggregate Limits required herein. 6.3.9 Personal Injury contractual liability required herein. 6.3.10 Primary and non-contributing status required herein. 6.3.11 Waivers of subrogation required herein. 6.4 Required Endorsements. A copy of each of the required endorsements shall also be provided. 6.5 Failure to Obtain. Failure of any Owner Party to demand such certificate or other evidence of full compliance with these insurance requirements or failure of any Owner Party to identify a deficiency from evidence that is provided shall not be construed as a waiver of the Contractor's obligation to maintain such insurance. 6.6 Certified Copies. Upon request of any Owner Party, the Contractor shall provide to the Owner a certified copy of all insurance policies required herein within ten (10) days of any such request. Renewal policies, if necessary, shall be delivered to the Owner prior to the expiration of the previous policy. 6.7 Commencement of Work. Commencement of Work without provision of the required certificate of insurance, evidence of insurance and/or required endorsements, or without compliance with any other provision of this Agreement, shall not constitute a waiver by any Owner Party of any rights. The Owner shall have the right, but not the obligation, of prohibiting the Contractor or any subcontractor from performing any Work until such certificate of insurance, evidence of insurance and/or required endorsements are received and approved by the Owner. 7. Insurance Requirements of Contractor's Subcontractors 7.1 Insurance similar to that required of the Contractor shall be provided by all subcontractors (or provided by the Contractor on behalf of subcontractors) to cover operations performed under any subcontract agreement. The Contractor shall be held responsible for any modification in these insurance requirements as they apply to subcontractors. The Contractor shall maintain certificates of insurance from all subcontractors containing provisions similar to those listed herein (modified to recognize that the certificate is from subcontractor) enumerating, among other things, the waivers of subrogation, additional insured status, and primary liability as required herein, and make them available to the Owner upon request. 7.2 The Contractor is fully responsible for loss and damage to its property on the site, including tools and equipment, and shall take necessary precautions to prevent damage to or vandalism, theft, burglary, pilferage and unexplained disappearance of property. Any insurance covering the Contractor's or its subcontractor's property shall be the Contractor's and its subcontractor's sole and complete means or recovery for any such loss. To the extent any loss is not covered by said insurance or subject to any deductible or co-insurance, the Contractor shall not be reimbursed for same. Should the Contractor or its subcontractors choose to self insure this risk, it is expressly agreed that the Contractor hereby waives, and shall cause its 10-2012 00700-C9 CITY OF PEARLAND GENERAL CONDITIONS OF AGREEMENT subcontractors to waive, any claim for damage or loss to said property in favor of �J the Owner Parties. 8. Use of the Owner's Equipment. The Contractor, its agents, employees, subcontractors or suppliers shall use the Owner's equipment only with express written permission of the Owner's designated representative and in accordance with the Owner's terms and condition for such use. If the Contractor or any of its agents, employees, subcontractors or suppliers utilize any of the Owner's equipment for any purpose, including machinery, tools, scaffolding, hoists, lifts or similar items owned, leased or under the control of the Owner, the Contractor shall defend, indemnify and be liable to the Owner Parties for any and all loss or damage which may arise from such use. 9. Release and Waiver. The Contractor hereby releases, and shall cause its subcontractors to release, the Owner Parties from any and all claims or causes of action whatsoever which the Contractor and/or its subcontractors might otherwise now or hereafter possess resulting in or from or in any way connected with any loss covered by insurance, whether required herein or not, or which should have been covered by insurance required herein, including the deductible and/or uninsured portion thereof, maintained and/or required to be maintained by the Contractor and/or its subcontractors pursuant to this Agreement. fl 10-2012 00700-C 10 CITY OF PEARLAND ..: SPECIAL CONDITIONS OF AGREEMENT Section 00800 SPECIAL CONDITIONS OF AGREEMENT The following Special Conditions modify the General Conditions,Document 00700.: Where a portion of the.General Conditions is modified or deleted by these Special Conditions,the unaltered. portions of the General Conditions shall remain in effect. ARTICLE 1 DEFINITIONS AND INTERPRETATIONS 1.01 Add the following paragraph to the end of Article 1.01: The OWNER'S representative on the project site is: Cuong Le; Telephone: (281) 652-.1.682 The CONSTRUCTION MANAGER is: telephone: The CONSTRUCTION INSPECTOR is: telephone: ARTICLE 4 RIGHTS AND RESPONSIBILITIES OF THE CONTRACTOR 4.05 Add the following paragraph to Article 4.05: r16\ A Maintenance Bond in accordance with Document 00612 of the Project Manual is required for this Project. The cost of this bond shall be included in the CONTRACTOR'S Bid Proposal. Attachment No. 3 To General Conditions, Owner's Insurance Requirements of Contractor, Article 4.6 Builder's Risk—Builder's Risk Insurance is Not Required for this project. ARTICLE 5 PROSECUTION AND PROGRESS 5.08 Add Article 5.08: The Contract Time as defined in the bid and other sections of the Contract Documents includes a certain number of rain days: Based on the Alvin Weather Center Records, the average annual rain days from June 1898 to December 1996 is 40 days calculated from all precipitation days of record. The CONTRACTOR is required to keep a record of rain days at the site. The record of rain days must be accepted and signed by the City Inspector monthly, and shall be reported on the monthly pay estimate submittal. At the end of the contract, the CONTRACTOR will be credited only for the number of accepted rain days that.exceed 40 rain days per year,proportionate to the original. Contract Time. 2-24-12 00800- 1 of 2 CITY OF PEARLAND SPECIAL CONDITIONS OF AGREEMENT General Notes: TABLE OF CONTENTS—All TxDOT items shown in Table of Contents is part of this contract. Sections 00100 Invitation to Bidders, 00200 Instructions to Bidders and 01505 Mobilization all make reference to provision by the CONTRACTOR of a laptop computer for use by the OWNER'S representative or CONSTRUCTION MANAGER. BIDDER is Not Required to provide this equipment or include this cost in the Bid. See Section 13730 for full details regarding this computer equipment. Section 01200 Measurement and Payment Procedures Measurement and Payment methods delineated in individual Specification sections are intended to complement the criteria of Section 01200-Measurement and Payment Procedures. In the event of conflict, the requirements of Section 01200-Measurement and Payment Procedures shall govern. This is a lump sum bid project. The bidders are made aware that the quantities shown on the bid form are estimated quantities. The quantities included in the bid form are approximate and may increase or decrease. No additional payment will be made for any overruns in estimated quantities shown on the bid form. Extra work bid items included in the bid form cannot be utilized for any overruns in quantities. The bidders are responsible for visiting the project site and reviewing the plan drawings and obtaining an accurate estimate of the work and associated quantities involved prior to bidding. Approximate quantities have been included in the Extra Work Pay Items. These items will only be utilized after obtaining prior approval from the City and the Engineer. Section 01500 Temporary Facilities requires CONTRACTOR to provide high speed internet '`-`14) access in the Field Office. BIDDER is Not Required to provide either a Field Office or any internet access for this project. All other requirements remain and will be required per the section. Contractor Will Not be required to provide an on-site construction office for the duration of this project. It is the responsibility of the Contractor to coordinate with TxD 0 T to obtain a Traffic Control permit and to notify the City at least 72-hours prior to any lane closures. The Contractor is to keep a minimum of one lane open at all times, in both directions. No lane closures to extend beyond the defined work day. It is the Contractor's responsibility to coordinate their work with all work done by others as indicated on the plans. Contractor Will be required to provide Project Sign for this project. END OF SECTION 2-24-12 00800-2 of 2 SPECIAL CONDITIONS OF AGREEMENT 00800-I. RECITALS THIS AGREEMENT is made and entered by City of Pearland, a body politic and corporate under the laws of the State of Texas; WHEREAS, the CITY has applied for and received funds from the United States Government under Title 1 of the Housing and Community Development Act of 1974, Public Law 97-383 Unit of Government Code number 484080, application number B-13-MC-48-0400; WHEREAS, the primary purpose of the Community Development Block Grant (CDBG) Program, pursuant Title 1 of the Housing and Community Development Act of 1974, is to benefit low- to moderate income individuals and families; WHEREAS, the CITY and the CONTRACTOR to enter into an agreement whereby the CITY will subaward CDBG program funds to the CONTRACTOR for the purpose of constructing an isolated, mast-arm mounted, fully-actuated, traffic signal with VIVDS detection; actuated pedestrian signals; raised median improvements; ADA-compliant wheelchair ramps/pads/sidewalk extensions; signing and striping in Pearland, Texas, located at the intersection of Garden Road and FM 518/Broadway(hereinafter referred to as the `PROJECT"), which is an eligible activity under the rules and regulations regarding CDBG Program grant funds; railbN WHEREAS, the CONTRACTOR has been selected as the successful low bidder to the CITY for the PROJECT, which has subsequently endured successful review and approval by U.S. Department of Housing and Urban Development(hereinafter referred to as GRANTOR), and will perform the services in a manner satisfactory to the CITY and the GRANTOR; WHEREAS, the CONTRACTOR has stated its intention to ensure the completion and monthly submission of the Individual Eligibility Form to document compliance with service area and low-and moderate-income persons and households that meet one of the criteria for National Objectives set out in 24 C.F.R. 570.208 (a); and WHEREAS, the CONTRACTOR shall ensure recognition of the role of the CITY in providing services through this contract, prominently labeling all activities,facilities, and items utilized pursuant to this contract recognizing the source of funds as City of Pearland CDBG. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed between the parties hereto that: 1of14 00800-II. PERFORMANCE MONITORING The CONTRACTOR agrees to cooperate with program and financial monitoring visits and/or investigations performed by the City of Pearland staff and/or the U.S. Department of Housing and Urban Development (HUD). Substandard performance as determined by the CITY and/or HUD will constitute non-compliance or breach of this Agreement. CONTRACTOR's failure to correct substandard performance within a reasonable period of time after being notified by the CITY will result in further corrective action by City of Pearland including, but not limited to, termination of the Agreement, pursuant 24 C.F.R. 85.43, and subsequent de-obligation and recapture of CDBG Program funds. CONTRACTOR agrees to cooperate with monitoring and/or investigations performed by the U.S. Department of Housing and Urban Development (HUD) and comply with requirements for resolving any and all HUD findings or be subject to further review and investigation, de-obligation of funds or applicable laws. The CONTRACTOR also agrees to participate in program and financial monitoring visits and/or investigations by the City of Pearland staff and/or the U.S. Department of Housing and Urban Development (HUD) by making relevant staff, fiduciaries, governing body members, executive governance members, program activity files, client information files, financial documents, governance records, policies and procedures, source documentation justifying payments for service delivery, and regulatory correspondences available for review by such representatives. The CONTRACTOR agrees that formal monitoring activities will be conducted in a scheduled manner, but that the City or its designee(s), representatives from U.S. Department of Housing and Urban Development, Office of Inspector General, or other official representatives acting on behalf of local, state and/or federal government regulatory enforcement agencies have the option of conducting unscheduled reviews of the CONTRACTOR. 00800-Ill. TIME OF PERFORMANCE Services of the CONTRACTOR shall commence no later than 10 days following receipt of its NOTICE TO PROCEED_ This Agreement may only be extended upon written approval from the City of Pearland's Finance Director or City Manager, and may require the City's elected governing body's approval should any revised allocation amount of federal funds for this Agreement therefore exceed$50,000.00(Fifty Thousand Dollars). 00800- IV. PAYMENT FOR ELIGIBLE EXPENSES The CONTRACTOR understands and agrees that CITY shall pay the CONTRACTOR for only those costs that are eligible under applicable federal rules, regulations, cost principles, and other requirements relating to reimbursement with HUD grant funds. A. Payment Procedures The CITY will pay the CONTRACTOR based upon information submitted by the CONTRACTOR and consistent with any approved budget and city policy concerning payment for eligible activities 2 of 14 (41.°' as set forth in 24 CFR 570.200. The Unit Price Contract Bid Form shall accompany the application for payment and disclose all final unit prices, units of measure, base unit short titles/descriptions, add alternates, and totals. B. Withholding Payments and Repayment of Ineligible Payments if HUD initiates an investigation into any matter covered under this Agreement, the CITY may withhold all payments to the CONTRACTOR until the results of the investigation have been revealed. Reimbursement to the CONTRACTOR will be determined upon resolution of the investigation by HUD. In the event HUD determines through investigations and/or monitoring that any CITY payment or reimbursement to CONTRACTOR is ineligible or disallowed, CONTRACTOR shall immediately and without delay fully reimburse CITY, and CITY will reimburse HUD for disallowed or ineligible costs. If HUD informs CITY that it is required to refund monies previously awarded or drawn down from the U.S. Treasury in reference to this agreement, the CONTRACTOR agrees to pay an equal amount to CITY prior to the demand date of payback. C. Funding Period Obligations The CITY may charge to the award only costs resulting from obligations of the funding period unless carryover of unobligated balances is permitted, in which case the carryover balances may be charged for costs resulting from obligations of the subsequent funding period (24 CFR 85.23). Consequently, the CONTRACTOR must adhere to all Payment Procedures expressed herein or rkN subaward funds may be subject to de-obligation. 00800-V. NOTICES Any communication concerning this Agreement shall be directed to the representatives of the CITY and CONTRACTOR, as provided in Exhibit "A," Scope of Services, and in an order that is respectful of the chain of command of the CITY and CONTRACTOR. 00800-VI. SPECIAL CONDITIONS A. Compliance The CITY has agreed with the GRANTOR to comply with the applicable requirements of 24 C.F.R. Part 570 and all federal regulations and policies issued concerning the CDBG program as applicable. Such requirements may impose regulations upon the CITY and its administration of federal funds that require the CONTRACTOR to comply with certain federal regulations herein. B. Central Contractor Registration (CCR) As required by the Federal Funding Accountability and Transparency Act of 2006 (FFATA), information on subawards and contracted amounts must be made publicly available. All recipients of federal grant awards, made on or after October 1, 2010, will implement FFATA reporting requirements utilizing the FFATA Subaward Reporting System (FSRS). The CONTRACTOR must 3 of 14 acquire and maintain a valid Central Contractor Registration and be registered with the System for Award Management at SAM.gov for each year the CONTRACTOR receives a subaward of CDBG funds. No reimbursement of funds shall be administered to CDBG CONTRACTORs with an expired CCR and/or SAM registration. The City shall provide each CONTRACTOR with any necessary technical assistance in completing this requirement. Central Contractor Registration (CCR) is the primary registrant database for the U.S. Federal Government and shall be accessed via intemet at www.SAM.gov. 00800-VII. SPECIAL STATE AND FEDERAL REGULATORY CONDITIONS A. State Review—E.O. 12372 The CONTRACTOR agrees to comply with all applicable federal, state and local laws and regulations governing the funds provided under this Agreement, including Executive Order 12372, governing the review and coordination of federally assisted programs and projects. Failure to adhere to these conditions or with any provision of this Agreement may result in the CITY taking one of the following actions: (1) declaring CONTRACTOR ineligible to participate for future awards; (2) withholding funds; (3) termination of agreement; or (4) any combination of the aforementioned actions. B. Travel No funds allocated to the CONTRACTOR via this Agreement shall be used for travel purposes. Mileage, airfare, meals, beverages, lodging, and/or travel per diems of any sort shall be considered ineligible expenses and will not be reimbursable to the CONTRACTOR. C. Relocation,Acquisition and Displacement The CONTRACTOR agrees to comply with 24 C.F.R. 570.606 relating to the acquisition and disposition of all real property utilizing grant funds, and to the displacement of persons, businesses, non-profit organizations and farms occurring as a direct result of any property damages or acquisition of real property utilizing grant funds. The CONTRACTOR agrees to comply with applicable CITY Procedures and Policies concerning displacement of individuals from their residences, including The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970. The CONTRACTOR agrees to provide the City with prior notice, in writing, of any relocation or acquisition actions that will directly or indirectly impinge on eligible program activities, participants or vested improvements to real property owned and/or operated by the CONTRACTOR. 00800-VIII. ADMINISTRATIVE REQUIREMENTS A. Record-Keeping, Reports, and Audits 1. Records to be Maintained 4 of 14 The CONTRACTOR shall maintain all records required by this Agreement, 24 C.F.R. 570.506 and records that are pertinent to the activities to be funded under this Agreement, including but not be limited to: a. Records providing a full description of each activity undertaken; b. Records documenting compliance with the Davis-Bacon Act; c. Records documenting compliance with ENVIRONMENTAL CONDITIONS 2. Retention The CONTRACTOR shall retain all records pertinent to expenditures incurred under this Agreement for a period of five (5) years after the termination of all activities funded under this Agreement, or after the resolution of all Federal audit findings, whichever occurs later. Records for non-expendable property acquired with funds under this Agreement shall be retained for five (5) years after final disposition of such property. Records for any displaced person, as defined at 42 U.S.C. 4601, must be kept for five (5) years after he/she has received final payment. All client records are property of the CITY and must be forwarded to the CITY at the end of each quarter. 3. Audits & Inspections All CONTRACTOR records relevant to any matters covered by this Agreement shall be made available to the CITY, its designees or the Federal Government, at any time during normal business hours, as often as the CITY or other agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the CONTRACTOR within 30 days after receipt by the CONTRACTOR. B. Procurement 1. Compliance The CONTRACTOR shall comply with the(1) public notice and (2) award of contract to the lowest and best responsible bidder. The CONTRACTOR shall maintain an inventory record of all non-expendable personal property that may be procured with funds provided hereunder. 2. Subcontracts The CONTRACTOR must require all Subcontract Agreements to contain specific language in reference to the requirements for Subcontractors and/or Purchasers regarding debarment, exclusion, suspension, anti-collusion, drug-free workplace, Davis-Bacon Act, and Buy American Provisions, if applicable. If CDBG-R funds, or other federal Recovery Act funds, are utilized in any amount and in combination with any other source of funds, 5 of 14 public or private, such language shall be consistent with the terms of the Purchaser's bid solicitation and the provisions of Section 1605 of the American Recovery and Reinvestment Act of 2009. The CONTRACTOR shall seek guidance from the City if any form of clarification is necessary regarding the applicability of these provisions. CITYs and CONTRACTORs must not make any award or permit any award (subgrant or contract) at any tier to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, Debarment and Suspension (24 CFR 85.35).All Purchasers and/or Subcontractors must be reviewed for eligibility to conduct business involving the disbursement of federal awards. The CONTRACTOR is responsible for conducting reviews of Purchasers and/or Subcontractors using the U.S. General Services Administration's Excluded Parties List System (EPLS) at www.SAM.gov. EPLS reviews must be conducted prior to the issuance of a contractual agreement or purchase is made and documentation of such review must be maintained in printed form within the files maintained by the CONTRACTOR. 00800-IX. GENERAL LABOR AND PARTICIPANT REQUIREMENTS A. Civil Rights 1. Compliance The CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964 as amended; Title VIII of the Civil Rights Act of 1968 as amended; Section 109 of Title 1 of the Housing and Community Development Act of 1974; Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Age Discrimination Act of 1975; Executive Order 11063; and Executive Order 11246 as amended by Executive Orders 11375 and 12086; and all other applicable requirements of 24 C.F.R. Part 570, Subpart K. The CONTRACTOR, further, agrees to comply with any federal regulations issued pursuant to Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 706), which prohibits discrimination against the handicapped in any federally assisted program. The CITY shall provide the CONTRACTOR with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. 2. Nondiscrimination The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin,sex,disability or other handicap, age, marital status, or status with regard to public assistance. The CONTRACTOR will take action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, 6 of 14 riu.N including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this nondiscrimination clause. CONTRACTOR shall also abide by Title IX of the Education Amendments of 1972 (20U.S.C. § 1681 et seq.) which prohibits sex discrimination in federally assisted education programs. B. Fair and Equal Employment Opportunity 1, Approved Plan The CONTRACTOR agrees that it shall utilize the principles provided in President's Executive Order 11246 of September 24, 1965. The CITY shall provide guidelines to the CONTRACTOR to assist in the formulation of such program, if necessary and upon request. 2. Women/Minority Business Enterprise The CONTRACTOR will put forth identifiable efforts to afford minority- and women-owned business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the term "minority and women business enterprise" means a business at least fifty-one (51) percent owned and ( Nib\ controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian Americans, and American Indians. The CONTRACTOR may rely on written representations by businesses regarding their status as minority and women business enterprises in lieu of an independent investigation. Documentation of these efforts may be requested by federal authorities and the CONTRACTOR shall maintain a file that includes such records. 3. EEO/AA Statement The CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that it is an Equal Opportunity Employer, as applicable. The CONTRACTOR shall provide the City with a copy of its employment solicitation and/or advertisement. C. Labor Standards 1. Wages The CONTRACTOR agrees to comply with the requirements of the Secretary of Labor issued in accordance with the provisions of Contract Work Hours and Safety Standards Act [40 U.S.C. 327-330] as supplemented by Department of Labor regulations, the Copeland "Anti-Kickback"Act[18 U.S.0 874], the Davis-Bacon Act[40 U.S.C. 276(a)to a- 7 of 14 7], and all other applicable federal,state and local laws and regulations pertaining to labor . l standards, insofar as those acts apply to the performance of this Agreement. The CONTRACTOR shall maintain documentation that demonstrates compliance with hour and wage requirements of this section. Such documentation shall be made available to the CITY for review upon request. The CONTRACTOR shall also abide by Chapter 11 of Title 18 of the U.S. Code (18 U.S.C. 201-224) which prohibits a number of criminal activities, including bribery,graft and conflict of interest. 2. Drug Free Workplace All profit or non-profit agencies or organizations receiving state or federal grant funds under the official sponsorship of the City of Pearland must certify on an annual basis their compliance with the requirements of the "Drug Free-Workplace Act of 1988." Employees are specifically prohibited from manufacturing, distributing, possessing, purchasing, and using illegal drugs or controlled substances in the workplace or in any other facility, location or transport in which the employee is required to be present in order to perform his or her job function. D. Prohibited Activity The CONTRACTOR is prohibited from using CDBG funds or personnel employed in the administration of the program for political activities, sectarian/religious activities, lobbying, political patronage,and/or activities of nepotism. 1. Hatch Act The CONTRACTOR agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V United States Code. 2, Religious Organizations The CONTRACTOR agrees that funds provided under this Agreement will be utilized in a manner consistent with that which is outlined in 24 C.F.R. 570.200(j). Financial support of secular religious activities, promotion of secular religious interests, or the financial benefit of a religious organization in accordance with federal regulations are all specifically prohibited uses of federal funds, Only non-secular program activity costs shall be supported by this Agreement, and in accordance with federal regulations. E. Conflict of Interest The CONTRACTOR agrees to abide by the provisions of 24 C.F.R. 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. The 8 of 14 I^ CONTRACTOR further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the CONTRACTOR hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer, or elected official or appointed official of the CITY, or of any designated public agencies or CONTRACTORs that are receiving funds under the CDBG Entitlement program. In accepting this contract to utilize CDBG funds to complete the PROJECT, the CONTRACTOR has provided the City of Pearland with disclosure of the nature of any perceived or actual conflict of interests. If at any time during the course of the term of this Agreement any actual or perceived conflict of interest arises, CONTRACTOR agrees to provide a new Conflict of Interest Disclosure form (Exhibit D) to the City of Pearland. Failure to disclose any perceived or actual conflicts of interest may result in termination of this Agreement. F. False Claims The CONTRACTOR also agrees to abide by 18 U.S.C. 286,which provides for conspiracy to defraud the Federal Government with Respect to Claims. In addition, the CONTRACTOR will also abide by the False Claims Act (31 U.S.C. 3729 et seq.); 18 U.S.C. 287 relating to False, Fictitious and Fraudulent Claims; 18 U.S.C. 245 Federally Protected Activities; 18 U.S.C. 1001 regarding General Statements or Entries; the Program Fraud Civil Remedies Act (31 U.S.C. 3801-3812); the Federal Claims Collection Act of 1966 (31 U.S.C. 952) as amended by the Derby Collection Act of 1982; the Meritorious Claims Act (31 U.S.C. 3702); the Tucker Act (28 U.S.C. 1346, 1491, and 2501); the Wunderlich Act (41 U.S.C. 321-322); the Anti-Deficiency Act (31 U.S.C. 1341); and Section 208(a)of the Intergovernmental Personnel Act of 1970, as amended. G. "Section 3"Clause 1. Compliance The CONTRACTOR agrees to comply with Section 3 of the Housing and Urban Development Act of 1968, as amended, the regulations set forth in 24 C.F.R. Part 135, and all applicable rules and orders. CONTRACTOR understands that compliance shall be a condition of the federal assistance provided under this Agreement and binding upon the CITY, the CONTRACTOR and any sub-CONTRACTORs. Failure to comply with these requirements shall subject the CITY, the CONTRACTOR and any sub-CONTRACTORs, their successors and assigns, to those sanctions specified by the Agreement through which federal assistance is provided, and as set out in 24 C.F.R. Part 135. The CONTRACTOR agrees that no contractual or other disability exists which would prevent compliance with these requirements. The CONTRACTOR shall include the following language in all subcontracts executed under this Agreement: 9 of 14 "The work to be performed under this contract is a project assisted under a .T) program providing direct federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701. Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part, by persons residing in the areas of the project." 2. Notifications The CONTRACTOR shall send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. 3. Subcontracts The CONTRACTOR shall include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the sub-CONTRACTOR is in violation of regulations issued by the CITY. The CONTRACTOR will not subcontract with any sub-CONTRACTOR where it has notice or knowledge that the latter has been found in violation of regulations under 24 C.F.R. Part 135 and will not let any subcontract unless the sub-CONTRACTOR has first provided it with preliminary statement of ability to comply with the requirements of these regulations. H. Subcontracts 1. Approvals The CONTRACTOR shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the expressed consent of the CITY prior to the execution of such agreement. 2. Monitoring The CONTRACTOR will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. CONTRACTOR monitoring of subcontracted services will conform to the monitoring and review standards 3. Content 10 of 14 The CONTRACTOR shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. 4. Selection Process The CONTRACTOR shall insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair,open, and competitive manner. Executed copies of all subcontracts shall be forwarded to the CITY along with documentation concerning the selection process. CONTRACTOR must adopt and utilize written selection criteria for use in the selection of subcontractors, which selection criteria must conform to the procurement requirements of 24 C.F.R. 85.36. 00800-X. ENVIRONMENTAL CONDITIONS A. Air and Water The CONTRACTOR agrees to comply with the following regulations insofar as they apply to the performance of this Agreement, as applicable: • Clean Air Act,42 U.S.C. 1857, et seq., and§7401 et seq. • Clean Water Act, 33 U.S.C. 1368 • Executive Order 11738 • Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., and 1318, relating to inspection, monitoring, entry, reports, and information, and all regulations guidelines issued therein. • Environmental Protection Agency(EPA)regulations pursuant to 40 C.F.R., Part 50,as amended. • National Environmental Policy Act of 1969(42 U.S.C. 432 et seq.; as amended) • HUD Environmental Review Procedures(24 C. F. R., Part 58). B. Flood Disaster Protection The CONTRACTOR agrees to comply with the requirements of the Flood Disaster Protection Act of 1973 (P.L.-2234) in regard to the sale, lease or other transfer of land acquired, cleared or improved under the terms of this Agreement, as it may apply to the provisions of this Agreement. C. Lead-Based Paint The CONTRACTOR agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 C.F.R. 570.608, and 24 C.F.R. Part 35, and in particular Sub-Part B thereof. Such regulations pertain to all HUD-assisted housing and require that all owners, 11 of 14 • prospective owners, and tenants of properties constructed prior to 1978 be properly T notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning, and of the advisability and availability of blood-level screening for children less than 7 years of age. D. Historic Preservation The CONTRACTOR agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 C.F.R., Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this Agreement. In general this requires concurrence from the Texas Historical Commission and Antiquities Committee for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list. E. Wildlife Protection The CONTRACTOR agrees to comply with the requirements of the Endangered Species Act of 1973 as listed in 50 C.F.R. 17.11 and 50 C.F.R. Part 451;the Lacey Act(18 U.S.C. 42); the Migratory Bird Treaty Act (16 U.S.C. 703-12); the Fish and Wildlife Coordination Act(16 U.S.C. 661-667e); Section 4(f) of the Department of Transportation Act(49 U.S.C. 1653(f); the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.); the Coastal Zone Management Act of 1972, as amended (16 U.S.C. 1451); and the Safe Drinking Water Act of 1974 (42 U.S.C. 300f to j-10), insofar as they apply to the performance of this Agreement.3. Xl. ASSIGNMENTS AND AMENDMENTS A. Assignability&Amendments The CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of the CITY. Notice of any such permitted assignment or transfer shall be furnished promptly to the CITY. CITY or CONTRACTOR may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, are executed in writing, and signed by a duly authorized representative of each organization. Amendments of CONTRACTOR Agreements may be subject to approval by the CITY's governing body in certain cases where additional funding is awarded and/or major changes in the CONTRACTOR's scope of work is a consideration. Such amendments shall not invalidate this Agreement, nor relieve or release CITY or CONTRACTOR from its obligations under this Agreement, unless specifically noted by the CITY. 12 of 14 Additionally, CITY may, in its discretion, amend this Agreement to conform with federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendment results in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be put into effect only by written amendment signed by both CITY and CONTRACTOR. Multiple requests for amendments over the course of one program year are discouraged, but will be handled on a case-by-case basis. 00800-XII. CLOSE-OUT CLAUSE CONTRACTOR's obligation to the CITY shall not end until all closeout requirements described in 24 C.F.R. 85.50 are completed to the satisfaction of the City of Pearland. Activities during this close-out period shall include, but are not limited to, making final payments, disposing of program assets, including the return to the CITY of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable, and determining the custodianship of records. XIII. AGREEMENT REQUIREMENTS Notwithstanding any provision of this agreement, CONTRACTOR is required to comply with only the federal, state, and local regulations applicable to the specific federally rbN assisted program associated with this agreement. IN WITNESS WHEREOF, the CONTRACTOR accepts the SPECIAL CONDITIONS of this Agreement this 2-?''f it day of A& I , 20,E 14-. CONTRACTOR: Name, title: S�z.�� .1l� S' . . c-cc/ 13 of 14 DEBARMENT CERTIFICATION The bidder certifies to the best of its knowledge and belief, that it and its principals: a. Are not presently debarred, suspended,proposed for debarment,declared ineligible:, or voluntarily excluded from covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing.a public (Federal,State or local)transaction or contract under a public transaction;violation of Federal or State antitrust statutes or commission of embezzlement,theft,forgery,bribery, falsification or destruction of records; making false statements;or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal. State or local)with commission of any of the offenses enumerated in paragraph b.of this certification;and d. Have not within a three-year period preceding this proposal had one or more public transactions (Federal. State or local)terminated for cause or default. e. will comply with all provisions in accordance with and as set forth in 23 CFR 635.112(g) Where the prospective bidder is unable to certify to any of the statements in this rilk1 certification, it shall attach an ex n to this proposal. Bidder(Signature) p Position with Company l/L Signature of Company Official Authorizing This Bid.. i. Company Official (Printed Name) U e CITY OFPEARLAND WAGE SCALE FOR ENGINEERING CONSTRUCTION ('°111111h`, Section 00811 WAGE SCALE FOR ENGINEERING CONSTRUCTION 1.01 In accordance with the Prevailing Wage law on Public Works (Article 2258 of the Texas Government Code), the public body awarding the contract does hereby specify the rates shown in Table 00811-A following to be the general prevailing rates in the locality in which the work is being performed. 1.02 This prevailing wage rate does not prohibit the payment of more than the rates stated. 1.03 The wage scale for engineering construction is to be applied to all site work greater than five(5) feet from an exterior wall of new building under construction or from an exterior wall of an existing building. REST OF PAGE INTENTIONALLY LEFT BLANK 10-2012 00811 - 1 of 3 CITY OF PEARLAND WAGE SCALE FOR ENGINEERING CONSTRUCTION Table 00811-A LABOR CLASSIFICATIONS AND PREVAILING WAGE RATES FOR ENGINEERING CONSTRUCTION 2013 CLASSIFICATION RATE CLASSIFICATION RATE Asphalt Distributor Operator $14.06 Milling Machine Operator-Fine Grade $13.53 Asphalt Paving Machine Operator $14.32 Mixer Operator $10.33 Asphalt Raker $12.36 Motor Grader Operator-Rough $14.23 Asphalt.Shoveler $11.68 Motor Grader Operator $15.69 Broom or Sweeper Operator $12.68 Oiler $12.12 Bulldozer Operator $11.81 Painter-Structures $18.62 Carpenter-Rough $12.49 Pavement Marking Machine Operator $11.18 Concrete Finisher-Paving $11.38 Pile Driverman. $14.95 Concrete Finisher-Structures $10.80 Pipe Layer $12.12 Concrete Paving Curbing Machine Operator $11.71 Reinforcing Steel Setter-Paving $15.15 Concrete Paving Finishing Machine Operator $13.07 Reinforcing Steel Setter-Structure $14.39 Concrete Paving Joint Sealer Operator $11.00 Roller Operator,Pneumatic-Self-propelled $11.57 Concrete Paving.Saw Operator $13.99 Roller Operator,Steel Wheel,Flat Wheel/Tamping $11.57 Concrete Paving Spreader Operator. $10.44 Roller Operator,Steel Wheel,Plant Mix Pavement $11.92 rib\ Concrete Rubber $9.00 Scraper Operator $13.47 Crane Clamshell Backhoe Derrick,Dragline, Shovel Operator $12.71 Servicer $13.97 Crusher and Screening Plant Operator $11.29 Sign Installer-PGM $8.54 Electrician*3 Journeyman 2 Apprentice $21.79 Slip Form Machine Operator $11.07 Flagger $10.33 Spreader Box Operator $13.58 Form Builder/Setter-Structures $12.23 Structural Steel Worker $14.39 Form Liner-Paving and Curb $12.34 Tractor Operator-Crawler Type $13.68 Form Setter-Paving and Curb $12.34 Tractor Operator-Pneumatic $10.07 Foundation Drill Operator-Crawler Mounted $17.43 Transit Mixer Truck Driver $11.00 Foundation Drill Operator-Truck Mounted $15.89 Truck Driver,Lowboy-float $16.03 Front Loader Operator $13.32 Truck Driver,Single-Axle-Heavy $11.46 Laborer Common $11.02 Truck Driver,Single-Axle-Light $10.07 Laborer-Utility $11.73 Truck Driver,Tandem Axle Semi-Trailer $12.27 Manhole Builder $9.00 Work Zone Barricade Servicer $11.67 Welders - Receive rate prescribed for craft performing Mechanic $16.96 operation to which welding is incidental *Apprentices-must be in an approved USDOL Program and cannot exceed ratios 10-2012 00811 -2 of 3 CITY OF PEARLAND WAGE SCALE FOR ENGINEERING CONSTRUCTION �, END OF SECTION 1 10-2012 00811 -3 of3 CITY OF PEARLAND TECHNICAL SPECIFICATIONS DIVISION 1 DIVISION 1 GENERAL REQUIREMENTS The Technical Specifications are available for viewing and download from the City's E-Bid System.