Special Provision – GC Work Order On-Call (Road) V1.0 (2024-11-26)

SPECIAL PROVISIONS

TO

GENERAL CONDITIONS

FOR

BUILDING CONSTRUCTION AND RELATED WORK

ROADS, BRIDGES AND RELATED WORK

Note: In the event of any conflict between the Special Provisions and the General Conditions, the Special Provisions shall control.

Section 4.1, “PROSECUTION OF WORK”, is deleted in its entirety and replaced with the following.

The County will release projects, termed as “Work Orders” herein, situated at various locations throughout the term of the contract. To initiate a Work Order, a written request will be sent to the Contractor identifying the general scope of work and location and may include a plan set and/or estimated quantities, if available. Multiple Work Orders at varying locations may be included within a single written request.

The Contractor shall provide a written “Basis of Estimate” to the County, detailing the Contractor’s proposed scope of work, quantity estimate, cost estimate, start date, construction duration, and schedule. The quantity and cost estimates shall be based upon bid items included within the contract documents as much as practicable. If bid items do not exist for a specific element of the work, the Contractor shall provide relevant pricing for these items.

Upon issuance of the Work Order by the County, the Contractor shall provide a written Basis of Estimate within no more than five (5) business days. If the Contractor provides the written Basis of Estimate in a time frame of greater than five (5) business days, the following penalty shall apply to the Contract:

• Five-hundred dollars ($500.00) per business day, calculated beginning on the sixth business day after Work Order issuance, ending upon receipt of written Basis of Estimate by the County.

For greater clarity, a business day is defined as any calendar day except Saturday, Sunday, or any day declared as a County Holiday by the Harris County Commissioner’s Court.

If the Contractor, through review of the site conditions, plans, and other available information included as part of the Work Order, determines that the actual scope of work and/or quantities are materially different than that supplied, shall notify the County as soon as the discrepancy is known. The Contractor shall meet with the County to discuss changes to the scope of work or other measures to allow the Work Order to proceed.

Upon receipt of the Basis of Estimate from the Contractor, the County will review and provide either approval or request modifications to be made. The County reserves the right, prior to acceptance of the Basis of Estimate, to cancel a specific project due to an inability of both parties to agree upon a mutually acceptable scope of work, quantity estimate, cost estimate, start date and/or schedule.

After acceptance of the Basis of Estimate by the County, a written “Notice to Proceed” will be issued to the Contractor. Upon receipt of the Notice to Proceed by the Contractor, the work detailed in the Work Order shall commence within four (4) calendar days or as otherwise directed by Harris County.

The County reserves the right to schedule and hold the Pre-Construction Meeting as early as 10 calendar days after the project is awarded, and to issue the Notice to Proceed (NTP) as early as 15 calendar days after the project is awarded. If a Purchase Order (PO) is not issued within 15 calendar days after the project is awarded, the NTP will be issued as early as the first working day after the PO is issued. For the purpose of this provision, the project is awarded the day the Harris County commissioner’s court approves the project.

In situations where Harris County deems a Work Order an “Emergency Call-Out”, the Contractor shall mobilize his workers and equipment to the specified location within six (6) hours after receipt of the request. If the Contractor does not provide a written Basis of Estimate and does not commence work within this time frame, then a penalty of five-hundred Dollars ($500.00) per calendar day. Upon arrival, the Contractor shall confer with the Harris County representative onsite to determine the scope of work, approximate quantities, and schedule for completion of repairs. The Harris County representative will provide a verbal approval to proceed, followed up with written documentation and approval of the Work Order within two (2) business days.

The Contractor shall be entitled to separate and additional payment for successfully completing each authorized Emergency Call-Out. Payment shall be made per each, or event, according to the relevant pay item in the bid list.

Section 4.3.1, “TIME OF COMPLETION.” Add the following paragraphs:

Each calendar day the Engineer, or its representative, shall record on forms furnished by the County the time worked, if any, by the Contractor. When requested by the Engineer, such records or reports shall be signed by the Contractor or its representative and the Contractor shall be entitled to a copy thereof. Failure of the Contractor to sign or to receive a copy shall not affect the result of the findings made in such reports. One copy of such report shall be filed daily with the County Auditor by the Engineer. Work shall begin on the date fixed on the Notice to Proceed.

The County will suffer financial loss if the Work is not completed within the time specified herein, plus any extension thereof allowed in accordance with paragraph 4.1 of the General Conditions.

The allowable time duration for each Work Order authorized under this Contract shall be negotiated between the County and the Contractor and included within the written Basis of Estimate.

The contract duration shall be twelve (12) months or until the available project budget is met, whichever occurs first. With the option for up to four (4) renewals at the discretion of Harris County.

Section 4.3.2, “LIQUIDATED DAMAGES.”, Delete Section 4.3 in its entirety, and add the following paragraphs:

The County and the Contractor recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by the County if the work is not complete on time. Accordingly, instead of requiring any such proof, the County and the Contractor agrees that as liquidated damages for delay (but not as a penalty) the Contractor shall pay The County Five-Hundred Dollars ($500.00) for each day that expires after the time herein specified for completion until the Work is complete.

In case full payment for the Work shall have been made, the County shall have the right to recover from the Contractor and its surety the amount of such liquidated damages as determined under this Contract.

Section 4.3.3 Reasonableness of Liquidated Damages, is deleted and replaced with the following:

Contractor, its surety, and County agree that failure to complete the Work within the Contract Time will cause damages to County and that actual damage from harm are difficult to estimate accurately. Therefore, Contractor, its surety, and County agree that Contractor and its surety are liable for and shall pay to County the corresponding amount stipulated above as liquidated damages and not as a penalty, and that the amount of damages fixed therein is a fair and reasonable forecast of just compensation for harm to County resulting from Contractor’s failure to complete the Work within the Contract Time. In recognition of the foregoing acknowledgments, Contractor and its surety agree that they are expressly estopped from arguing, and waive any rights they may have to argue, that the liquidated damages provided for herein are a penalty or that they are not enforceable.

Section 9.10, “COUNTY FIELD OFFICE AND RESTROOM”, is deleted in its entirety.

Section 9.14.1, “HOURS OF WORK”, is deleted and replaced with the following:

Hours of Work:

The Site may be occupied by County and users from the public during the Project and if so, Contractor shall sequence work so as to not interfere with normal activities of County and public within the site or outside the work area during the project. Work at the Site shall be performed between 7:00am and 7:00pm, any day Monday through Friday of any week except on Holidays and/or during schedule constraints defined in the Contract. Contractor will not permit the performance of Work on a Saturday, Sunday, any County Holiday or during identified schedule constraints without County Authorized Representative’s written consent given after prior written notice to County Authorized Representative.

Contractor shall request exceptions at least 48 hours in advance. If Contractor is permitted or directed to do Work outside the contract regular hours (e.g., daytime work and weekend work) or to vary the period during which the Work is performed each day, Contractor shall give County Authorized Representative a minimum of 48 hours’ written notice so that inspections may be performed. A Harris County inspector must be on-site prior to concrete pours or backfill. Such Work shall be done without extra compensation if due to delays for which Contractor or any of its Subcontractors is responsible. Contractor will furnish County Authorized Representative a schedule for this work performed outside of the times indicated above. Such work will be computed and recorded in compliance with any applicable overtime requirements. If Contractor requests overtime Work in which County will incur additional costs for Contract administration, Contractor shall be responsible for payment of County’s costs incurred in connection with the overtime Work. County will invoice Contractor at time and one half to cover the costs incurred.

County is not responsible to Contractor or Contractor’s employees for payment of any overtime compensation or any additional payments pursuant to the Fair Labor Standards Act, 29 U.S.C. § 207(a)(1); the Texas Pay Day Act; the Equal Pay Act; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq.; any provisions of the Texas Labor Code; or the Contract Work Hours and Safety Standards Act, 40 U.S.C. § 3701 et seq. Contractor shall be solely responsible for full compliance with the foregoing state and federal laws.

GENERAL CONDITIONS

ADOPTED 08/04/2025

HARRIS COUNTY

FOR

BUILDING CONSTRUCTION AND RELATED WORK

ROADS, BRIDGES AND RELATED WORK

DATED: August 4, 2025

– i – TABLE OF CONTENTS

TABLE OF CONTENTS

Page

TABLE OF CONTENTS ................................................................................................................................. i

GENERAL CONDITIONS

1. DEFINITION OF TERMS

1.1 Defined Terms

1.2 Terminology

2. PRELIMINARY MATTERS

2.1 Delivery of Contract

2.2 Bonds

2.3 Evidence of Insurance

2.4 Contractor’s Failure to Perform

2.5 Preconstruction Conference; Designation of Authorized Representatives; Notice to Proceed; Project Communication

2.6 Subcontractor Mobilization Meeting

2.7 Authority of Engineer/Architect

2.8 Mobilization

2.9 Contractor Daily

2.10 Work Submittal / County Daily Report

3. PAYMENTS

3.1 Calculating the Contract Price

3.2 Periodic Payments

3.3 Acceptance and Final Payment

3.4 Auditor’s Certification of Funds

4. SCHEDULE AND COMPLETION

4.1 Prosecution of the Work

4.2 Project Schedule

4.3 Time for Completion and Liquidated Damages

4.4 Contractor’s Responsibility for Work

4.5 Partial Utilization

4.6 Substantial and Final Completion and Acceptance of Work

5. CHANGES ORDERS

5.1 Change Order Terms

6. DEFECTIVE WORK AND WARRANTIES

6.1 Repair of Defective Work Before Substantial Completion

6.2 Warranty and Guaranty of Work After Substantial Completion

7. CONTRACTOR’S EXAMINATION OF PROJECT REQUIREMENTS; INTENT

7.1 Contractor Warranties Concerning Investigation of the Project Requirements

7.2 Contractor Waiver of Claims

7.3 Intent of Contract

7.4 Reference Standards

7.5 Reporting and Resolving Discrepancies; Order of Precedence

7.6 Amending and Supplementing Contract

7.7 Reuse of Documents

8. INDEMNIFICATION; INSURANCE

8.1 Indemnification

8.2 Insurance

9. REGULATORY REQUIREMENTS; CONTRACTOR RESPONSIBILITIES

9.1 Self-Performance

9.2 Laws to be Observed

9.3 Permits and Licenses

9.4 Taxes

9.5 Public Convenience

9.6 Safety

– ii – TABLE OF CONTENTS

9.7 Sanitary Provisions

9.8 Environmental Protection

9.9 Cultural Artifacts

9.10 County Field Office and Restroom

9.11 Cooperation of Contractor; Contractor’s Field Superintendent

9.12 Character of Workmen and Equipment

9.13 Protection Against Claims of Subcontractors’ Laborers, Materialmen and Furnishers of Machinery, Equipment and Supplies

9.14 Labor

9.15 Subcontractors

9.16 Progress Meetings

9.17 Submittals

9.18 Shop Drawings and Sample Submittal Procedures

9.19 As-Built Drawings

9.20 Surveying and Reference Points; Layout of Work

9.21 Separate Contracts and Cooperation

9.22 Work Site

9.23 Utility Usage

9.24 Preservation and Restoration of Property

9.25 Relations with County Officials and Employees

9.26 Emergencies

10. MATERIALS; INSPECTION

10.1 Access to Work

10.2 Materials and Workmanship

10.3 Patented Devices, Materials and Processes

10.4 Inspections

10.5 Material Testing

10.6 Materials Provided by County

10.7 Requests for Substitutions

11. SUBSURFACE AND PHYSICAL CONDITIONS; UTILITIES

11.1 Soils Investigations

11.2 Underground Facilities

11.3 Trenches

12. TERMINATION

12.1 Suspension and Termination of the Work

13. DISPUTE RESOLUTION

13.1 Claims and Disputes

13.2 Subcontractor Pass-Through

13.3 Continuation of Work During Claim or Dispute

14. ADDITIONAL TERMS

14.1 Entire Agreement

14.2 Severability

14.3 No Waiver

14.4 Nondiscrimination

14.5 Notice

14.6 Limitations on County’s Responsibilities

14.7 Cumulative Remedies

14.8 Survival of Obligations

14.9 Controlling Law

14.10 No Third Party Beneficiaries

14.11 Headings

14.12 Right to Audit

14.13 Assignment

14.14 All Legal Provisions Included

14.15 Immunity

14.16 Change In Name And Nature Of Contractor’s Legal Entity

– 1 – DEFINITION OF TERMS

1. DEFINITION OF TERMS

1.1 Defined Terms.

Whenever used in the Contract and printed with initial capital letters, the terms listed below will have the meanings indicated that are applicable to both the singular and plural thereof. In addition to terms specifically defined below, terms with initial capital letters in the Contract include references to identified articles and paragraphs, and the titles of other documents or forms.

1.1.1 Act of God – A natural disaster such as a hurricane officially declared a disaster by any governmental authority.

1.1.2 Addenda – Written or graphic instruments issued prior to the submission of Bids that clarify, correct, or change the Contract.

1.1.3 Additional Work – New or unforeseeable Work, the responsibility for which has not been allocated in the Contract, provided that Engineer/Architect and County Authorized Representative determine in their sole discretion that such Work is not covered by or included in the Contract.

1.1.4 Applicable Laws – The laws, statutes, ordinances, rules, codes, regulations, permits, land use restrictions, and licenses of any kind, issued by local, state or federal governmental authorities or private authorities with jurisdiction over safety, the Project, the Site or Work (including utilities), to the extent they apply to the performance of the Work.

1.1.5 As-Built Drawings – Refers to the set of drawings detailed in Section 9.19.1.

1.1.6 Bid – The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices and other specified terms for the Work to be performed.

1.1.7 Bid Guarantee – The Bid bond, cashier’s check, or certified check to be made by the Bidder, which is to accompany the Bid as a guaranty of good faith to enter into a written Contract, as permitted by the Bid Documents.

1.1.8 Bidder – The individual or entity who submits a Bid directly to County.

1.1.9 Bid Documents – Documents such as the Invitation for Bids, Instructions to Bidders, Bid Forms and Addenda issued by County Authorized Representative to assist Bidders with Bid preparation.

1.1.10 Building Wage Rate – Refers to the term as defined in Section 9.14.2.

1.1.11 Certificate of Substantial Completion – A fully executed written notice from County to Contractor indicating that the Project and the Work have achieved Substantial Completion.

1.1.12 Change Order – A document that modifies the Contract, which authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Time, duly executed by a County Authorized Representative, issued on or after the Effective Date of the Contract, in accordance with the Contract and in the form contained in the Contract or provided by County Authorized Representative.

– 2 – DEFINITION OF TERMS

1.1.13 Claim – A written request directed to Engineer/Architect with a copy to County Authorized Representative for a determination on certain disagreements as provided in Article 13.

1.1.14 Commissioners Court – The Commissioners Court of Harris County, Texas.

1.1.15 Contract – The entire integrated written agreement between County and Contractor defining and concerning the Work, which includes the General Conditions, Bid Documents, Bid, Addenda, Drawings, Specifications, Notice of Award, and any other document expressly incorporated in or attached to the Contract. The Contract supersedes all prior negotiations, representations, or agreements, whether written or oral. Some documents provided by County to the Bidders and Contractor including for example, without limitation, reports and drawings of subsurface and physical conditions, are not part of the Contract. Submittals required by the Contract, including without limitation Shop Drawings, are not part of the Contract.

1.1.16 Contract Price – Amount to be paid by County to Contractor as full compensation for the proper and timely performance of the Contract and completion of the Work, subject to any additions or deductions as provided in the Contract, and including all applicable taxes and costs.

1.1.17 Contract Time – The number of days or the date stated in the Contract to achieve Substantial Completion, as modified by any Change Order.

1.1.18 Contractor – The individual or entity with which County has contracted for performance of the Work as an independent contractor and not an agent or employee of County.

1.1.19 Contractor Cost Reimbursement – A method for calculating Change Order Work to be paid on the basis of Contractor’s actual cost of the Work calculated as described in the Contract or as determined in Engineer/Architect’s sole discretion and authorized by County.

1.1.20 Contractor Party – Contractor, Subcontractor, Sub-subcontractors of any tier, materialmen and suppliers and each of their directors, members, managers, partners, shareholders, officers, agents, and employees or any one of them.

1.1.21 County – Harris County, Texas, whether it is acting on behalf of the Harris County Engineering Department, the Harris County Flood Control District, or the Harris County Toll Road Authority.

1.1.22 County Auditor – County Auditor of Harris County, Texas.

1.1.23 County Authorized Representative – The individual authorized by County to act on behalf of County in connection with the Project or the individual’s authorized designee.

1.1.24 County Daily Report – The report referenced in Section 2.9 and Section 4.3.8.

1.1.25 County Indemnified Parties – County and the County Judge and Commissioners, and County’s consultants, officers, managers, representatives, agents, and employees. A “County Indemnified Party” means any one or more of the County Indemnified Parties.

1.1.26 County Judge – The County Judge of the Commissioners Court of Harris County, Texas.

1.1.27 Day – A calendar day of 24 hours measured from midnight to the next midnight.

– 3 – DEFINITION OF TERMS

1.1.28 Default – A failure by Contractor described in Section 12.1.2 to perform as required by the Contract, effective upon written notice by County to Contractor that Contractor is in Default.

1.1.29 Defective Work – Work that is unsatisfactory, faulty, or deficient; that does not meet the manufacturer’s specifications; that does not conform to the Contract, to the Warranty in Section 6.2, that does not meet the requirements of any inspection, reference standard, test, or approval referenced in the Contract; or is rejected by Engineer/Architect.

1.1.30 Demobilization – The complete dismantling and removal by Contractor of all Contractor’s operations, Subcontractors, temporary facilities, materials, equipment, personnel and refuse from the Site.

1.1.31 Dispute – Has the meaning set forth under Section 13.1.8.

1.1.32 Drawings – That part of the Contract prepared by or on behalf of the County that graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor Submittals are not Drawings or part of the Contract.

1.1.33 Effective Date of the Contract – The date indicated in the Contract on which it becomes effective, but if no such date is indicated, it means the date on which the Contract is signed and delivered by the last of the two Parties to sign and deliver.

1.1.34 Engineer/Architect – (i) the County Engineer or his or her designee, (ii) an engineer or architect of record, or (iii) the third party engineer or architect retained by County duly and authorized by the Commissioners Court to act for and on behalf of County as provided in the Contract. Engineer/Architect shall act either directly or through his or her designees. Engineer/Architect shall not be permitted to execute a Change Order or other Contract Amendment.

1.1.35 Field Superintendent – Contractor’s designated on-Site Field Superintendent identified by Contractor, who, once designated, shall not be changed, or assigned materially different job duties, without prior written consent of Engineer/Architect and County Authorized Representative.

1.1.36 Force Majeure Event – An unforeseeable event that materially affects a party’s performance required by the Contract and is one or more of the following events: (i) Acts of God occurring at the Site; (ii) terrorism, sabotage or other acts of a public enemy; (iii) orders of governmental authorities (including, without limitation, unreasonable or unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work, provided that delay caused by the need to obtain approval from the Commissioners Court shall not be construed as unreasonable or unforeseeable); (iv) pandemics and epidemics with mandatory quarantine restrictions issued by orders of governmental authorities applicable to Harris County and shown to adversely affect the Work; and (v) strikes and other organized labor action occurring at the Site and the effects thereof on the Work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its Subcontractors of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers; provided that the event (a) delays or renders impossible the affected party’s performance of its obligations under the Contract; (b) is beyond the reasonable control of the affected party, not due to its fault or negligence, and was not reasonably foreseeable; and (c) could not have been prevented or avoided by the affected party through the exercise of commercially reasonable diligence. For purposes of this Section, “orders of governmental

– 4 – DEFINITION OF TERMS

authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and other actions of County, State or federal authorities in their roles as regulatory agencies.

1.1.37 General Conditions – Refers to all terms and conditions set forth within Harris County’s General Conditions for Building Construction and Related Work & Roads, Bridges and Related Work.

1.1.38 Good Industry Practices – The generally accepted practices, methods, skill, care, techniques, and standards employed by experienced and skilled contractors with respect to the construction of work like the Work and Project described in the Contract.

1.1.39 Hazardous Waste – The term “Hazardous Waste” shall have the meaning provided in Section 104 of the Solid Waste Disposal Act (42 U.S.C. § 6903) as amended from time to time, or any substance or material identified as hazardous under any state or federal statute governing handling, disposal and/or cleanup of any such substance or material, whichever is more restrictive.

1.1.40 Holiday – The Holidays established by the Commissioners Court.

1.1.41 Inclement Weather Day – A day in which weather or wet soil does not permit the performance of the Work for a continuous period of more than four hours during the scheduled working hours and approved by Authorized County Representative.

1.1.42 Notice of Award – The written notice by County to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, County will sign and deliver the Contract.

1.1.43 Notice of Default – A written notice by County to Contractor that County determined that Contractor is in Default under Article 12.

1.1.44 Notice of Completion – A written notice from Contractor indicating its contention that it has achieved Substantial Completion; provided, however, that Substantial Completion shall be established solely by a fully executed Certificate of Substantial Completion.

1.1.45 Notice of Suspension – A written notice by County to Contractor that County is suspending some or all of the Work as provided in Article 12.

1.1.46 Notice of Termination for Convenience – A written notice from County to Contractor under Article 12 that County is terminating the Contract, in whole or in part, or some or all the Work for County’s convenience and without cause, regardless of whether Contractor may also be in Default.

1.1.47 Notice to Proceed – A written notice given by County Authorized Representative to Contractor fixing the date on which Contractor shall proceed with the Work and when the Contract Time shall commence to run.

1.1.48 Parties – Means County and Contractor.

1.1.49 Payment Bond – A surety bond in the amount of the Contract Price, for the protection of all claimants supplying labor, material or equipment in the prosecution of the Work required by the Contract. The form of such bond shall be provided by County or approved by County.

– 5 – DEFINITION OF TERMS

1.1.50 Performance Bond – A surety bond in the amount of the Contract Price, as modified by the Contract conditioned upon the faithful performance of the Work in accordance with the Contract. The Performance Bond is solely for the protection of County. The form of such bond shall be provided by County or approved by County.

1.1.51 Prevailing Wage Laws – Refers to the term as defined in Section 9.14.2.

1.1.52 Project – The improvements Contractor is required to complete pursuant to the Contract.

1.1.53 Project Schedule – A schedule pursuant to Section 4.2.1.2 or Section 4.2.1.3.

1.1.54 Punch List – A list of minor Work items on the Project, prepared by Engineer/Architect, or prepared by Contractor and approved by Engineer/Architect, that remain to be modified, replaced or completed in accordance with the requirements of the Contract for completion of all the Work.

1.1.55 Purchasing Agent – The Purchasing Agent of Harris County, Texas.

1.1.56 Request for Information or RFI – A request made in writing by Contractor when additional information, clarification or interpretation of the Contract is needed. A response to a RFI will be addressed in writing by Engineer/Architect. If Contractor believes that the RFI requires additional Contract Time and/or an adjustment to the Contract Price, Contractor shall follow the Change Order provisions of the Contract including, without limitation, Article 5. The RFI form shall be provided by County.

1.1.57 Sample – A physical example furnished by Contractor to illustrate and confirm materials, equipment or workmanship to be incorporated into the Work.

1.1.58 Schedule of Submittals – A schedule prepared, maintained and updated at least monthly by Contractor, of required Submittals and the time requirements to facilitate the approved Project Schedule and approvals required by the Contract.

1.1.59 Shop Drawings – Drawings, diagrams, illustrations, schedules, and other data or information required by the Contract, that are specifically prepared or assembled by or for Contractor and reviewed, approved and submitted by Contractor to illustrate the Work, in whole or in part.

1.1.60 Site – The real property indicated in the Contract on which the Work is to be performed and completed including, without limitation, boundaries, rights-of-way and easements, restrictions and such other real property furnished by County for the use of Contractor in the performance of the Work.

1.1.61 Specifications – That part of the Contract consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto.

1.1.62 Subcontractor – An individual or entity (including vendors, Suppliers, and Subcontractors) who performs or supplies any portion of the Work and has a contract with Contractor or a subcontractor of any tier.

1.1.63 Submittal(s) – Written or graphic information, physical samples prepared and other such materials including, without limitation, Shop Drawings, required by the Contract to be submitted to Engineer/Architect and County Authorized Representative, that are specifically prepared or assembled by or for Contractor, and reviewed, approved and

– 6 – DEFINITION OF TERMS

submitted by Contractor, to reflect, demonstrate and confirm the materials, equipment and other items Contractor intends to incorporate into the Work.

1.1.64 Substantial Completion – The stage in the Project when the Work, or designated portion of the Work, is sufficiently complete in accordance with the Contract so that County can fully occupy and utilize it for its intended purpose. Substantial Completion includes, without limitation and where applicable, the stage when mechanical, electrical, plumbing and any other operable systems and fixtures are properly complete and operational, turned over to County for operation and maintenance, and at which point their warranties commence, but not before.

1.1.65 Successful Bidder – The Bidder to whom County awards the Project.

1.1.66 Supplier – A manufacturer, fabricator, supplier, distributor, materialmen, or vendor having a direct contract with Contractor or with any Subcontractor of any tier to furnish materials or equipment used in the performance of the Work or to be incorporated in the Work.

1.1.67 Termination Costs – Costs that Contractor substantiates, and Engineer/Architect confirms, as being directly caused by and attributable to ceasing the portion of the Work terminated in the Notice of Termination for Convenience and demobilizing from the Site, as applicable, incurred as a result of a Termination for Convenience under Article 12, including without limitation, subcontract cancelation costs, and/or restocking fees but not profit on unperformed Work or subcontractor work.

1.1.68 Underground Facilities – All underground pipelines, sewers, water mains, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, boulders, Hazardous Waste, oilfield equipment, concrete blocks, or other such manmade obstructions, facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone, video or other communication cables, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. Underground Facilities excludes underground soil or other naturally occurring conditions such as sand, silt, clay, and water.

1.1.69 Warranty – The warranties and guarantees from Contractor to County as required in Article 6 and elsewhere in the Contract.

1.1.70 Warranty or Maintenance Bond – A surety bond for the protection against defects in completed Work that has been accepted by County to provide guaranteed funding for corrective Work should any defects arise from materials or workmanship after Substantial Completion. Such bond is solely for the protection of County. The form of such bond shall be provided by County or approved by County.

1.1.71 Warranty Period – Refers to the term as defined in Section 6.2.4 or as extended by Section 6.2.6.

1.1.72 Work – All obligations, duties and responsibilities required, or reasonably inferable as being required, of Contractor pursuant to the Contract including, without limitation, all work, labor, construction, materials, equipment incorporated into the Work, construction equipment, procurement, management, controls, scheduling, coordination, supervision, fabrication, erection, installation, manufacture, delivery, transportation, storage, construction, inspection, and any other services, work or things furnished or used or required to be furnished or used, by Contractor in the successful performance of the Work.

– 7 – PRELIMINARY MATTERS

1.1.73 Work Submittal – Has the meaning set forth in Section 2.9.

1.2 Terminology.

1.2.1 The following words and terms are not defined but, when used in the Contract, have the indicated meaning.

1.2.1.1 The word “furnish,” when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition.

1.2.1.2 The word “install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use.

1.2.1.3 The words “perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use.

1.2.1.4 Regardless of whether “furnish,” “install,” “perform,” or “provide” is used in connection with services, materials, or equipment, an obligation of Contractor is implied.

1.2.2 Unless stated otherwise in the Contract, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract in accordance with such recognized meaning.

2. PRELIMINARY MATTERS

2.1 Delivery of Contract.

Within ten Days after receipt of the Notice of Award and before County will execute the Contract, Contractor shall furnish and file with County a signed Contract and the necessary Performance Bond, Payment Bond, Warranty or Maintenance Bond (as required) and Certificates of Insurance and Endorsements, as well as any other documents specified in the Contract.

2.2 Bonds.

The Performance Bond and Payment Bond shall be on the forms prescribed by County in the Contract, duly executed by a responsible corporate surety listed in the United States Department of the Treasury circular entitled “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies,” authorized to do business in the State of Texas and acceptable to County conditioned upon the faithful performance by Contractor of all requirements of the Contract. Each of the bonds shall be in a sum no less than 100% of the Contract Price. The Performance Bond and the Payment Bond must be accompanied by a valid power of attorney providing evidence that the person signing on behalf of the surety is authorized to so act. Performance and Payment Bonds shall be maintained throughout the Warranty Period. The surety for any bond provided by Contractor waives notice of Change Orders.

No act permitted by County under the Contract will impair County’s rights under any bond provided by Contractor.

The Warranty or Maintenance Bond, if required by the Contract, shall be on the forms prescribed by County in the Contract, duly executed by a responsible corporate surety listed in the United States Department of the Treasury circular entitled “Companies Holding Certificates of Authority as

– 8 – PRELIMINARY MATTERS

Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies,” authorized to do business in the State of Texas and acceptable to County conditioned upon the faithful performance by Contractor of all of Contractor’s warranty requirements of the Contract. The Warranty or Maintenance Bond must be accompanied by a valid power of attorney providing evidence that the person signing on behalf of the surety is authorized to so act. The Warranty or Maintenance Bond sum shall be set by County in the Contract.

2.3 Evidence of Insurance.

Prior to commencing any work but no later than ten Days after receipt of the Notice of Award, Contractor shall submit or cause to be submitted any and all Certificates of Insurance and Endorsements, showing that Contractor has all of the insurance required by the Contract, to the attention of Purchasing Agent or as otherwise required by County Authorized Representative. Such insurance shall be provided at the sole cost and expense of Contractor. No Work shall be performed until all evidence of required insurance has been received and approved.

2.4 Contractor’s Failure to Perform.

If the Successful Bidder fails to furnish a required Performance Bond, Payment Bond, or Certificates of Insurance and Endorsements as herein provided, or other prerequisites to contracting, County may rescind its award and acceptance of Contractor’s Bid and make an award to the next lowest responsive and responsible Bidder who shall fulfill every stipulation embraced herein as if the first award were made to it. If this should occur, the Bidder to whom the award was first made shall at the option of County, be required to pay to County the difference between its Bid and that of the next lowest responsive and responsible Bidder up to the maximum amount provided in the Bid Guarantee for the Project.

2.5 Preconstruction Conference; Designation of Authorized Representatives; Notice to Proceed;

Project Communication.

2.5.1 Upon award of Contract and before any Work at the Site is started, a preconstruction conference attended by County, Contractor, Engineer/Architect, and others as appropriate will be held to establish a working understanding among the Parties as to the Work and to discuss the schedules referred to herein, procedures for handling Submittals and Shop Drawings, processing applications for payment, and maintaining required records. At this conference, Contractor shall provide: (i) a list of Subcontractors including designated contact names, addresses, email addresses, and phone numbers; (ii) a list including addresses, email addresses and phone numbers of its personnel to contact in the event of an emergency; (iii) a list including addresses, email addresses and phone numbers of its key personnel; (iv) a preliminary schedule in accordance with Article 4; and (v) any other information that Engineer/Architect or County Authorized Representative shall reasonably request in relation to the Work or the Project.

2.5.2 At this conference, Contractor shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individual shall have the authority to act on behalf of Contractor.

2.5.3 Contractor is required to use an administrative electronic record keeping tool as County may designate, in accordance with procedures provided by County for all communications with and documentation to County. County will provide system login account(s) and may provide training for Contractor personnel. Contractor shall, in addition to any other necessary communications or documentation, update the electronic record with any new or changed information concerning the Project within 24 hours of that information becoming known to Contractor. Contractor must have access to a computer with internet access and a scanner to use the electronic tool.

– 9 – PRELIMINARY MATTERS

County grants Contractor and Contractor personnel access to this electronic tool solely for use in relation to the Work and the Project. Any other use is unauthorized.

2.6 Subcontractor Mobilization Meeting.

Prior to the start of each major Subcontractor’s Work, Contractor, the involved Subcontractor, and Engineer/Architect and County Authorized Representative shall attend a pre-start meeting coordinated and organized by Contractor to discuss the Work to be performed and its scope, schedule, coordination, procedures, and other administrative issues.

2.7 Authority of Engineer/Architect.

Engineer/Architect shall have authority to determine the acceptable fulfillment of the Contract by Contractor. The written decisions of Engineer/Architect concerning any aspect of the Work, its performance and enforcement of the Contract as provided herein shall be final and binding upon Contractor subject to Section 13.1.1. Such authority includes, without limitation, all questions concerning the quality or acceptability of materials furnished and Work performed, the schedule and rate of progress of the Work and such other questions and determinations as provided in the Contract. Contractor shall promptly comply with instructions from Engineer/Architect; provided, however, that Engineer/Architect’s instructions concern only the results of the Work, and Contractor shall determine and remain solely responsible for all means and methods utilized to perform the Work. Compliance with instructions from and decisions of Engineer/Architect shall be a condition precedent to any payment under the Contract. Notwithstanding Engineer/Architect’s authority, only a County Authorized Representative may approve or execute a Change Order or other amendment to the terms of the Contract.

2.8 Mobilization.

2.8.1 Unless otherwise agreed by County Authorized Representative in writing, Contractor shall mobilize to the Site and commence Work on the date stated in the Notice to Proceed, or if the Notice to Proceed does not specify a commencement date, then within ten Days of County issuing the Notice to Proceed. Should Contractor fail to comply with the foregoing timeline, County reserves the right to terminate the Contract for Contractor’s failure to perform, and Contractor shall not be entitled to any compensation.

2.8.2 When the Contract basis for compensation is a lump sum or unit prices, no separate or additional compensation will be paid to Contractor for any mobilization activities.

2.9 Contractor Daily Work Submittal / County Daily Report.

Contractor shall prepare daily work submittals concerning Contractor’s Work for each day the Work is in progress (“Work Submittal”). Each Work Submittal must describe and quantify in detail all Work performed that day for which Contractor will seek compensation along with any request for delay days due to an Inclement Weather Day or any other event. Contractor shall receive no compensation for Work Contractor claims to have performed that is not adequately described and quantified in the Work Submittal. The Work Submittal must be submitted to the person designated by County to receive such reports on the next business day following the day that is the subject of the Work Submittal.

– 10 – PAYMENTS

3. PAYMENTS

3.1 Calculating the Contract Price.

3.1.1 Where the Contract provides that all or part of the Work is lump sum, the lump sum is fixed and firm and will not be adjusted except through Change Orders as provided in Article 5. For Work paid by lump sum, before the first partial payment Contractor shall submit to County Authorized Representative a schedule of values allocated to the various portions of the Work, prepared in such form and supported by data to substantiate its accuracy as County Authorized Representative may require. The schedule must be prepared in such a manner that each major item of Work and each subcontracted item of Work is shown as a single line item. This schedule of values, unless objected to by County Authorized Representative, shall be used as the basis for reviewing Contractor’s applications for payment. The schedule of values may contain separate pay items for bonding and insurance. The schedule of values shall be divided into labor and material for each line item of Work.

3.1.2 Where the Contract provides that all or part of the Work is to be performed based on unit prices, initially the Contract Price will be deemed to include for all unit prices an amount equal to the sum of the unit price for each separately identified unit multiplied by the estimated quantity of each unit as indicated in the Contract. The estimated quantities of units are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of unit price performed by Contractor will be made by County Authorized Representative. Each unit price includes all of Contractor’s overhead, profit and other costs. A Change Order is required and shall be issued to increase the Contract Price where the estimated units will be exceeded and to decrease the Contract Price where the units were overestimated.

3.1.3 All Work completed and materials furnished under the Contract shall be measured by County Authorized Representative according to United States standard measures, unless otherwise agreed upon in writing. Where applicable, Contractor shall furnish County Authorized Representative with tickets evidencing each load of materials. As a minimum, the tickets shall indicate gross, tare and net weights for each load, and the location of delivery.

3.1.4 No payment will be made for materials wasted or disposed of in a manner not called for under the Contract. This includes rejected material not unloaded from vehicles, material rejected after it has been placed, and material placed outside of the construction limits. No compensation will be allowed for disposing of rejected or excess material.

3.2 Periodic Payments.

3.2.1 Promptly after the first day of each calendar month, County Authorized Representative will make a current estimate in writing of the materials in-place and complete and the amount of Work properly performed during the preceding calendar month or period, and the value thereof based on the Contract Price contracted for as shown in the Contract. County Authorized Representative shall include in such estimate a summary of the number of elapsed calendar days. If the time consumed is such as to entitle County to the payment of any liquidated damages, at the County Authorized Representative’s sole discretion, the sums due Contractor shall be adjusted accordingly by subtracting the amount owed County. From the total of the amounts so ascertained shall be deducted five percent (5%) to be retained until after the completion of the entire Work to the satisfaction of County Authorized Representative, and 95% of

– 11 – PAYMENTS

the amount so ascertained shall be paid to Contractor when audited and approved by County Auditor. County will make payments to Contractor in a timely manner pursuant to Texas Government Code § 2251.021. The County Authorized Representative’s decision to not subtract liquidated damages from periodic payments shall not bar the County from assessing liquidated damages at the completion of the Project.

3.2.2 Contractor may be required to furnish County Authorized Representative copies of invoices for all materials purchased for the Project, regardless of the method of compensation.

3.2.3 If Contractor intends to submit requests for payment for stored materials, then County, at its sole discretion, may pay for actual cost of material stored (less retainage) under the following conditions:

3.2.3.1 Contractor shall apply for and receive advanced written approval from County Authorized Representative before submitting its request for payment;

3.2.3.2 the intended location must be judged suitable and secure by County Authorized Representative;

3.2.3.3 the stored material shall be in a bonded warehouse, fully insured as approved by County;

3.2.3.4 Contractor shall pay all costs related to the storage including loading, unloading, transportation, warehouse rent, and insurance;

3.2.3.5 the quantity and quality of material is inspected by Engineer/Architect or County Authorized Representative and ascertained to be in compliance with the Contract, paid invoices, and materials list;

3.2.3.6 Contractor submits in writing to Engineer/Architect and County Authorized Representative indicating each item requested;

3.2.3.7 County may pay this sum as a percentage of the corresponding bid item;

3.2.3.8 the requested cost for each listed item is greater than $10,000 or 5% of the overall project cost, whichever is greater; and

3.2.3.9 Contractor submits to County Authorized Representative an invoice for the materials, issued from the vendor/supplier.

For lump sum contracts with an accepted schedule of values delineating the separate costs associated with labor and materials, then County, at its discretion, may pay for the listed materials cost up to the percentage held onsite and meeting the above conditions, as verified by Engineer/Architect or County Authorized Representative.

3.2.4 County may withhold a sufficient amount or amounts of any payment or payments otherwise due to Contractor, as in the judgment of County Authorized Representative may be necessary to cover any of the following conditions: (i) payments that may be past due and payable for claims against Contractor or any Subcontractors for labor or materials furnished in connection with the Work on the Project under the Contract; (ii) Defective Work not remedied; (iii) failure of Contractor to make proper payments to Subcontractors or for material or labor; (iv) Contractor has indicated it is unwilling to finish the Work for the Contract Price or County has a reasonable concern Contractor

– 12 – SCHEDULE AND COMPLETION

is unwilling to finish the Work for the Contract Price; (v) damage to…