2-General and Supplemental Conditions-BenTaub Loading Dock Expansion.pdf

ATTACHMENT A

SUPPLEMENTAL CONDITIONS

Harris Health System Project Name: BenTaub Loading Dock Expansion

Date: 02/25/2026

1.1

1.2

1.3

1.4

SUMMARY

Section includes special requirements regarding Liquidated Damages, and Inclement Weather Impacts.

LIQUIDATED DAMAGES

Time is of the essence of this Contract. If the Contractor fails to acceptably complete its undertaking to the Owner within the time specified, the Owner will be damaged. The exact amount of damage is and will be difficult to ascertain exactly. Such damages shall be at the rate, or the amount hereinafter fixed. The Contractor specially binds and obligates himself to pay such damages to the Owner on demand, or at its option, the Owner may withhold the amount thereof from any sums due the Contractor under this Contract.

Work shall begin on the date fixed in the Notice to Proceed and be substantially complete within 540 calendar days after the Notice to Proceed Date. The Owner will suffer financial loss if the Work is not completed within the time specified herein, plus any extension thereof allowed in accordance with paragraph 5.7 of the General Conditions. The Owner and the Contractor recognize the delays, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the actual loss suffered by the Owner if the work is not complete on time.

Accordingly, instead of requiring any such proof, the Owner and the Contractor agree that as liquidated damages for delay (but not as a penalty) the Contractor shall pay the Owner Seven Hundred Fifty ($750) for each day that expires after the time specified herein for completion until the Work is complete. In case full payment for the Work shall have been made, the Owner shall have the right to recover from the Contractor and the Contractor's surety the amount of such liquidated damages as determined under this Contract.

INCLEMENT WEATHE IMPACT

Contract Time includes 54 calendar days to accommodate inclement weather. If the number of inclement weather days exceeds 110% of the above mentioned number of calendar days to accommodate inclement weather, the Contractor may make a written request to the Owner for, and receive, an extension of the Contract Time, for such number of days that the inclement weather days exceeds 100% of the above mentioned number of calendar days to accommodate inclement weather. After receipt of such request, the Owner shall make a determination as to which days, if any, during the Contract Time are inclement weather days, and the Owner’s decision shall be final. The Contractor shall be entitled to an extension of the Contract Time equal to such excess as determined by the Owner. The term "inclement weather day", as used herein, means a day in which weather or wet soil does not permit the performance of the work for a continuous period of not less than seven hours between the hours of 7a.m. and 7 p.m.

WAIVER OF CLAIMS FOR CONSEQUENTIAL DAMAGES

The Contractor and Harris Health System waive Claims against each other for consequential, indirect, special, punitive or exemplary damages arising out of or relating this Project. This mutual waiver includes:

• damages incurred by the Harris Health System for rental expenses, for losses of use, income. profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such person; and

• damages incurred by contractor for principal office expense including the

ATTACHMENT A

SUPPLEMENTAL CONDITIONS

Harris Health System Project Name: BenTaub Loading Dock Expansion

Date: 02/25/2026 compensation of personnel stationed there, for loses of financing, business and reputation, and for loss of project except anticipated profit arising directly from the work.

However, if Harris Health System has elected Liquidated Damages above, then the Contractor may not assert in any suit arising from this Agreement that the liquidated damages are not enforceable;

otherwise, mutual the waiver in this Section is not binding upon Harris Health System.

Project Cashflow

The Contractor shall submit a detailed cash flow schedule for the entire duration of the project schedule and schedule of value. The cash flow schedule shall align with the approved project timeline and reflect anticipated payment milestones.

The Contractor shall update the cash flow schedule on a monthly basis and submit the revised version together with each monthly invoice. These updates shall reflect actual progress and any adjustments to the work schedule or payment expectations. Failure to submit or update the cash flow schedule as required may result in delays in payment processing or other contractual remedies.

Construction Schedule Float Requirement

The Contractor shall prepare and submit a Master Project Schedule that includes a minimum of 15% total float based on the overall Construction Phase duration (Notice to Proceed through Substantial Completion). This float is a material requirement of the Contract and is intended to accommodate unforeseen delays and ensure timely completion of the Work.

The float shall be reasonably distributed throughout the schedule and shall not be allocated exclusively to the end of the project. All paths in the schedule must lead to a milestone activity for Substantial Completion, which shall be logic-driven and indicate completion within approximately 85% of the time allowed by Contract for the Owner-established Substantial Completion Date.

The Contractor shall clearly identify the float in all schedule submissions and maintain it throughout the Project unless otherwise approved in writing by the Owner. Failure to comply with this requirement shall constitute grounds for rejection of the schedule submission and may result in withholding of progress payments until compliance is achieved.

GENERAL CONDITIONS

FOR BUILDING CONSTRUCTION AND RELATED WORK

Facilities Project Management Office (PMO)

June 2025

HARRIS HEALTH SYSTEM

GENERAL CONDITIONS

(FOR BUILDING CONSTRUCTION AND RELATED WORK)

TABLE OF CONTENTS

SECTION 1. DEFINITION OF TERMS

1.1 Architect/Engineer

1.2 Bid

1.3 Bid Bond

1.4 Bidder

1.5 Board of Trustees

1.6 Bonds

1.7 Change Order

1.8 Construction Change Directive or “CCD”

1.9 Contract

1.10 Contract Documents

1.11 Contract Time

1.12 Contractor

1.13 District

1.14 Drawings

1.15 Notice to Proceed

1.16 Owner’s Designated Representative

1.17 Payment Bond

1.18 Performance Bond

1.19 Product Data

1.20 Project Management Information System (PMIS)

1.21 Project Manual

1.22 Punch List

1.23 Purchasing Agent

1.24 Sample

1.25 Shop Drawings

1.26 Specifications

1.27 Subcontractor

1.28 Superintendent

1.29 Surety

1.30 Work

SECTION 2. BIDDING AND AWARD

2.1 Intent of Drawings and Specifications

2.2 Interpretation of Drawings and Specifications

2.3 Reference Specifications

2.4 Special Provisions

2.5 Examination of Drawings, Specifications, Special Provisions and Site of Work

2.6 Bid

2.7 Addenda

2.8 Form of Bid and Signature

2.9 Bid Security

2.10 Tax Exemptions

2.11 Award of Contract

2.12 Competency of Bidders

2.13 Responsible Bidder

2.14 Disqualification for Collusion

2.15 Material Guarantee

2.16 Return of Bid

2.17 Bonds

2.18 Acceptance of Bid and Bonds

2.19 Purchase Order and Notice to Proceed

SECTION 3. INSURANCE

3.1 Indemnification

3.2 Insurance

SECTION 4. REGULATORY REQUIREMENTS

4.1 Laws to be Observed

4.2 Relations with Owner’s Officials and Employees

4.3 Permits and Licenses

4.4 Barricades, Warning Lights and Signs, On Projects Involving Public Roads

4.5 Sanitary Provisions

4.6 Safety and Health Standards

4.7 Environmental Protection

4.8 Use of Explosives

4.9 Project Signs

4.10 Rest Room and Field Office

4.11 Parking

4.12 Storage

4.13 Hours Of Work

4.14 Badging

4.15 Character of Workers

SECTION 5. EXECUTION OF THE WORK

5.1 Execution of Work

5.2 Construction Schedule

5.3 Time of Completion

5.4 Abandonment of Work or Default of Contractor

5.5 Termination for Convenience of the Owner

5.6 Change Orders

5.7 Subcontracting

5.8 Character of Workmen and Equipment

5.9 Protection Against Claims of Subcontractors, Laborers, Materialmen and

Furnishers of Machinery, Equipment and Supplies

5.10 Authority of Architect/Engineer

5.11 Cooperation of Contractor

5.12 Contractor's Drawings

5.13 Submittals

5.14 Daily Reports

5.15 Record Drawings

5.16 Materials and Workmanship

5.17 Patented Devices, Materials and Processes

5.18 Inspection

5.19 Material Testing

5.20 Contractor's Responsibility for Work

5.21 Preservation and Restoration of Property

5.22 Emergencies

5.23 Utility Obstruction

5.24 Guarantee

5.25 Substantial Completion

5.26 Partial Utilization

5.27 Project Delays

SECTION 6. PAYMENT

6.1 Schedule of Values

6.2 Partial Payments

6.3 Wage Rates and Payroll Records

6.4 Adjusting Payment

6.5 Acceptance and Final Payment

6.6 Retainage

6.7 Release of Lien

6.8 Defective Work

6.9 Closeout

ATTACHMENTS

A. Supplemental Conditions

HARRIS HEALTH SYSTEM GENERAL CONDITIONS

(FOR BUILDING CONSTRUCTION AND RELATED WORK)

SECTION 1. DEFINITION OF TERMS

Whenever the following terms are used in these General Conditions, the intent and meaning shall be interpreted as listed below:

1.1 Architect/Engineer (A/E): Architectural or Engineering firm duly licensed in the State of Texas and retained by the Owner to prepare the Plans and Specifications for the work to be prosecuted hereunder and to generally observe and evaluate the quality/quantity and progress of the work, provided that in the event that no such person or firm is retained by the Owner or that the Owner's contract with such person or firm has expired or has been terminated then such other firm as may be designated in writing will be the "A/E".

1.2 Bid: The written offer to the Owner made on the prescribed form by the Bidder to furnish the materials or equipment and/or to perform the Work or services proposed.

1.3 Bid Bond: The Bid Bond, cashier's check, certified check or other deposit designated in the Specifications to be made by the Bidder, which is to accompany the Bid as a guaranty of good faith to enter into a written Contract.

1.4 Bidder: Any individual, firm, joint venture, partnership, corporation or other legal entity submitting a Bid.

1.5 Board of Trustees: The appointed governing body of the Owner.

1.6 Bonds: Instruments of Security furnished by the Contractor and its surety, as required by the Contract Documents, including bid, performance, payment and special Bonds.

1.7 Change Order: A document added after the Contract execution to revise, add to, or delete from the work and to adjust the Contract sum or Contract time.

1.8 Construction Change Directive or “CCD”: A construction change directive is a written order signed by the Owner only, directing a change in the work prior to agreement on adjustment, if any, in the Contract Price or Contract Time, or both.

1.9 Contract (also “Purchase Order”): A Document issued by the Owner (or Purchasing Agent), binding the contractor to complete the work, and which sets forth the Contract Sum and all Contract Documents required to be included within the Project and to which said Contractor must adhere, in performing the work.

1.10 Contract Documents: The Contract, related Addenda, Contractor's Bid (including documentation accompanying the Bid and any post-Bid documentation submitted prior to the Notice to Proceed), the Bonds, these General Conditions, Supplementary Conditions, the Specifications and Drawings, and the Purchase Order, together with all amendments, modifications, and supplements.

1.11 Contract Time: The number of calendar days (computed as provided in paragraph 5.3) or the date stated in the Contract for the completion of the work.

1.12 Contractor: The individual, firm, joint venture, partnership, corporation or other legal entity with whom a Contract is entered into with the Owner.

1.13 District: The Harris County Hospital District dba Harris Health System, will also be known as the Owner within this document.

1.14 Drawings: The Drawings are the graphic and pictorial portions of the Contract Documents officially approved by The Owner, wherever located and whenever issued, showing the design, location and dimensions of the work, generally including plans, elevations, sections, details, schedules and diagrams.

1.15 Notice to Proceed or “NTP”: Written notice from Owner authorizing the Contractor to proceed with the performance of the work.

1.16 Owner’s Designated Representative: An individual named in the Notice to proceed who is the representative of the Owner, who shall act on behalf of the Owner in all matters relating to the work.

Owner’s Designated Representative may be represented by assistants, agents, and Observers as authorized in writing to act for Owner’s Designated Representative on questions concerning the execution of work, conflicts of interests between Contractors and subcontractors performing work, and the determination of the budget. The decision of the Owner’s Designated Representative shall be final on all matters not specifically assigned to other parties by this document. Should the Board choose to authorize a different person to act on its behalf, such other person or entity shall have the same rights and responsibilities as are herein reserved for the Owner.

1.17 Payment Bond: A surety Bond in the amount of the Contract, solely for the protection of all claimants supplying labor and material in the prosecution of the work provided for in the Contract.

1.18 Performance Bond: A surety Bond in the amount of the Contract conditioned upon the faithful performance of the work in accordance with the Drawings, Specifications and Contract Documents.

Said Bond is solely for the protection of the Owner.

1.19 Product Data: Manufacturer's standard schematic Drawings, catalog, sheets, brochures, diagrams, schedules, performance charts, illustrations and other descriptive items.

1.20 Project Management Information System (PMIS): The current project management software platform in use by the Owner Program Management Office. The PMIS shall be utilized by the Contractor, Owner and Architect/Engineer for all required Project Documents and communications.

1.21 Project Manual: The documents containing, but not limited to, Bid, Contract forms, all Specifications, special provisions and these General Conditions.

1.22 Punch List: A list of items within a project, prepared by the Owner or Architect/Engineer and confirmed by the Contractor, which remain to be replaced or completed in accordance with the requirements of completion of the work.

1.23 Purchasing Agent: The Purchasing Agent of Harris County Hospital District.

1.24 Sample: A physical example furnished by the Contractor to illustrate materials, equipment, or workmanship; to establish standards by which the work will be judged.

1.25 Shop Drawings: Original Drawings prepared by the Contractor, supplier or distributor which illustrate some portion of the work and which shows fabrication, layout, setting, or erection details.

1.26 Specifications: Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the work and certain administrative details applicable thereto.

1.27 Subcontractor: An individual, firm, joint venture, partnership, corporation or other legal entity having a contract with the Contractor or with any Subcontractor for performing a part of the work.

1.28 Superintendent: A representative, together with any necessary assistants, hired by the Contractor who shall be in attendance at the Work Site at all times during the progress of the work.

1.29 Surety: The legal entity, which executes the Performance Bond, Payment Bond or Bid Bond, or guarantees the performance of the Bidder or Contractor.

1.30 Work: The entire completed construction or the various separately identifiable parts thereof required to be finished under the Contract Documents. Work is the result of performing services, furnishing labor, and furnishing and incorporating materials and equipment into the construction, all as required by the Contract Documents.

SECTION 2. BIDDING AND AWARD

2.1 Intent of Drawings and Specifications: The intent of Drawings and Specifications is to prescribe definite Work or services to be undertaken, or materials, supplies, or equipment to be furnished by the Bidder if awarded the Contract. The Contract is to be carried out under the observation of the Architect/Engineer and the Owner unless otherwise indicated.

The Contractor shall furnish, unless otherwise provided in the special provisions or in the Contract, all materials, implements, machinery, equipment, tools, supplies, and labor necessary to the prosecution and completion of the Contract.

Where the Contractor is to furnish only material, supplies, or equipment, the intent is to prescribe the qualifications, quantity, and rate of delivery and location of delivery point or points.

2.2 Interpretation of Drawings and Specifications: Drawings and Specifications provide graphic and written descriptions of the character and scope of the work.

Modifications in the form of Addenda or Change Orders become an integral part of the Drawings and Specifications. Drawings and Specifications are considered inseparable documents. The Contractor must rely on both documents and must perform the work according to combined intent. Organization of Drawings and Specifications does not imply any control over the Contractor in dividing the work among Subcontractors or in establishing the extent of the work to be performed by any trade.

The Contractor shall take no advantage of any errors or omissions in the Drawings or Specifications.

In the event of a conflict between the Drawings and the Specifications, the Specifications shall control.

2.2.1 Words which have well known technical or trade meanings have those meanings in relation to materials or work described in the Contract Documents. Where materials or equipment are specified by a trade or brand name, the intention is not to discriminate against an equal product of another manufacturer, but rather to set a definitive standard of quality or performance. The Architect/Engineer and the Owner will be the judge of equivalency. Any substitution of equivalent materials or equipment must be approved in writing by the Architect/Engineer and the Owner. The Architect/Engineer and Owner may require a specifically designated material, equipment or process.

2.2.2 Materials specified by reference to other documents, such as Federal Specifications or other recognized standards, must be provided as described in the latest document in effect on the date Bids are received. Where more than one reference is made for a single material, the material may be furnished according to any one of the referred Specifications, at the Contractor's option.

2.2.3 Unless otherwise specified, all materials shall be the best of their respective kinds and shall be in all cases fully equal to approved samples. All materials furnished shall be new and free from defects and in accordance with the Specifications applying thereto.

2.2.4 Only Drawing dimensions or dimensions calculated from them will be used by the Contractor.

Where the work is affected by finish dimensions, the Contractor will determine and be responsible for those dimensions. On all Drawings, the figured dimensions shall govern in case of a discrepancy between the figured and scaled dimensions.

2.3 Reference Specifications: When Reference is made in the Specifications to the Specifications of other agencies, organizations or departments, such Reference is made for expediency and standardization, and such Specifications referred to are hereby made a part of these Specifications.

2.4 Special Provisions: Should any construction, work or condition which is not covered by standard Specifications be anticipated on any proposed work, special provisions for such work will be attached to, and shall be considered a part of, the Specifications. Should any special provisions conflict with the standard Specifications, the special provisions shall govern.

2.5 Examination of Drawings, Specifications, Special Provisions and Site of Work: When a Bid is submitted, it will be presumed that the Bidder has visited and carefully examined the site of the work and has made a complete study of the Drawings, Specifications, these General Conditions, special provisions and the form of the Contract to be entered into. Information concerning soil boring and water elevations, various surveys taken on the project site, if available, will be furnished upon request.

This information is offered to the Bidder for information purposes only and the Owner will not be responsible for the information contained therein. This provision is not intended to limit any liability which a third party other than an employee or officer of the Owner may have to the Contractor.

2.5.1 In the event the Contract covers materials, supplies or equipment, the Contractor is presumed to fully understand the requirements of the Owner.

2.6 Bid: Blank spaces in the Bid form must be properly filled. The phraseology of the Bid form must not be changed and no additions or deletions shall be made to the items mentioned therein. Unauthorized conditions, limitations or provisions attached to a Bid will render it void. Explanations which are not intended as limitations or changes in the Bid may be attached to the Bid over the signature of the Bidder, but no alterations or qualifications are permitted. The unit prices Bid on any items shall govern.

2.6.1 The unit prices or the specific sums written in words govern over the unit prices or the specific sums written in figures, and errors of extension will be corrected. If the Bidder fails to Bid on any item, the Owner may, reject such Bid as incomplete.

2.6.2 A Bidder may withdraw its Bid before the expiration of the time during which Bids may be submitted, without prejudice to himself, by submitting a written request for its withdrawal to the Purchasing Agent. No Bid received after the time specified in the Notice to Bidders will be considered.

2.6.3 The Owner reserves the right to reject any or all Bids, or to waive technical defects.

2.7 Addenda: The Contractor is responsible for verifying and obtaining all Addenda related to this work.

Failure to include any or all Addenda in the Bid will be considered as a basis for the rejection of a Bid.

2.8 Form of Bid and Signature: The Bid shall be made only on the form provided and shall be enclosed in an envelope correctly marked with the job number and description, sealed, and addressed as required by the Contract documents. The Bidder shall state in words and in figures the unit prices or the specific sums, as the case may be, for which it proposes to furnish the material, supplies, or equipment or to perform the work or services required by the Drawings and Specifications.

2.8.1 If a Bid is to be mailed, this envelope must be placed in another envelope which must be sealed, mailed and delivered to the Purchasing Agent. Bids are received until the designated time and date set for the opening thereof and must be received by the Purchasing Agent's Office by that time. Mailing of Bids is solely at the Bidder's risk, and no Bid received after the time specified in the Contract Documents will be considered.

2.9 Bid Security: Each Bid must be accompanied by Bid security made payable to the Owner in the amount of five percent of the Bidder's maximum Bid price and in the form of a cashier's check or a Bid Bond issued by a surety meeting the requirements of these General Conditions.

2.10 Tax Exemptions: The Bidder obligates himself, if awarded the Contract, to use reasonable diligence to obtain for the Owner any and all exemptions from State or Federal excise or other tax and if required to pay such taxes or if such taxes are paid, to assist the Owner in any necessary way to obtain refund of such taxes so paid and to execute any required documents necessary to obtain refunds or to assert such exemptions.

2.11 Award of Contract: The Award, if made, will be made after the bid is approved by the Board of Trustees, unless otherwise noted in the Bid Documents.

2.12 Competency of Bidders: Each Bidder must be capable of performing the various items of work or services or of furnishing the various items of materials, supplies, or equipment Bid upon. Each Bidder may be required to furnish a statement covering the experience on similar Work and such statements of the Bidder's financial resources as may be deemed necessary.

2.13 Responsible Bidder: Criteria utilized by the Owner for determining the qualified responsible Bid includes, but is not limited to, whether the Bidder meets the Owner's published specifications, the Bidder's experience, skill, ability, business judgement, financial capacity, integrity, honesty; availability of the necessary facilities, equipment, materials and workers; previous performance, reputation, promptness, safety record and any other factors which could reasonably be asserted as being relevant to the Bidder’s successful performance.

2.14 Disqualification for Collusion: Any or all Bids may be rejected if there is reason for believing that collusion exists among the Bidders, and no party in such collusion will be considered in future Bids for the same work.

2.15 Material Guarantee: Before any Contract is Awarded, the Bidder may be required to furnish a complete statement of the names and addresses of suppliers or of the origin, composition and manufacture of any or all materials to be used in the performance of its Bid, together with samples which may be subjected to the tests provided for in the Specifications to determine their quality and fitness.

2.16 Return of Bid Checks: Bid Bonds of the top three Bidders may be retained by the Purchasing Agent until after the Award and approval of the Contract, Payment Bond and Performance Bond. These Bid Bonds shall be returned by the Purchasing Agent immediately after the final approval of the Contract, Performance Bond and Payment Bond, upon execution of the receipt required by the Purchasing Agent. The Bid Bonds for all other Bidders shall be returned by the Purchasing Agent at any time within seventy-two (72) hours following the opening of Bids upon execution of the receipt required by the Purchasing Agent.

2.17 Bonds: The prescribed form of Performance Bond and Payment Bond are available to the Bidder and it is presumed that the Bidder is familiar with them. The Bidder to whom an Award is made shall, within ten (10) calendar days from the date of the Award, execute and deliver to Purchasing Agent any required Performance Bond and Payment Bond, all in the prescribed form. If the Bidder to whom the Award is made fails to furnish a required Performance Bond or Payment Bond as herein provided, the Owner may rescind its award and acceptance of Bid and make an Award to the next qualified 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 the Owner, be required to pay to the Owner the difference between his Bid and that of the next qualified Bidder up to the maximum amount provided in the Bid Bond for the project. The Performance Bond and the Payment Bond must be accompanied by a valid power of attorney or proper evidence as approved by the Owner, providing evidence that the person signing on behalf of the Surety is authorized to so act.

2.17.1 A corporation to which an Award is made will be required to furnish evidence of the authority of the officers executing the Contract. A firm or partnership to which an Award is made will be required to furnish evidence of the authority of the person executing the Bid satisfactory to the Owner.

2.18 Acceptance of Bid: Should the Board of Trustees be of the opinion that a Contract should be entered into and approved, it shall authorize the Owner and Purchasing Agent to issue the Purchase Order.

2.19 Purchase Order and Notice to Proceed: The Purchasing Agent shall prepare a purchase order, conforming to the terms of the Contract and transmit it to the Owner and Contractor.

2.19.1 The Owner determines the start date of the project, as agreed upon with the Contractor. After the Purchase Order is issued, and Bonds are received (unless otherwise agreed upon), the Owner shall issue the Notice to Proceed. The time fixed for performance of the Contract (Contract Time) shall begin to run from the date set forth in the Construction Notice to Proceed.

SECTION 3. INSURANCE

3.1 INDEMNIFICATION: THE CONTRACTOR SHALL SAVE HARMLESS THE OWNER, ITS OFFICIALS, EMPLOYEES AND REPRESENTATIVES FROM ALL DAMAGES, EXPENSES, SUITS, ACTIONS AND CLAIMS

OF EVERY KIND AND CHARACTER WHATSOEVER WHICH THE OWNER MAY SUFFER DIRECTLY OR

INDIRECTLY AS A RESULT OF THE CONTRACTOR'S NON-PERFORMANCE OF THE CONTRACT.

CONTRACTOR SHALL ALSO SAVE HARMLESS AND INDEMNIFY THE OWNER AND ALL ITS

REPRESENTATIVES FROM ALL DAMAGES, EXPENSES, SUITS, ACTIONS AND CLAIMS OF EVERY KIND AND CHARACTER WHATSOEVER WHICH THE OWNER MAY SUFFER DIRECTLY OR INDIRECTLY DUE TO ANY BANKRUPTCY, STATE OR FEDERAL TAX LEVIES OR LIENS, OTHER LEGAL PROCEEDINGS OR OTHER

MATTERS, SIMILAR OR DISSIMILAR, AFFECTING THE CONTRACTOR, IN WHICH THE OWNER MAY

BECOME IN ANY WAY INVOLVED, WHETHER RELATED TO THE CONTRACT AND/OR THE

CONTRACTOR'S PERFORMANCE OR NON-PERFORMANCE UNDER THE CONTRACT.

3.2 Insurance and Bonding Requirements: Owner and Contractor shall provide and maintain in effect at all times during the full term of the Work, insurance coverages with limits not less than those set forth below, subject to the conditions and requirements set forth herein.

None of the requirements contained herein, including but not limited to requirements relating to types and limits of coverage, are intended to and shall not in any manner limit, qualify, or quantify the liabilities and obligations assumed by either party under the Agreement or as otherwise provided by law. As used herein, defined terms shall each have the meanings set forth in the Agreement including but not limited to “Agreement”, “Owner,” “Indemnitee,” “Indemnitees,” “Contractor,” “Subcontractor”, and “Project”

I. BUILDER’S RISK INSURANCE COVERAGE

A. ALL RISK COVERAGE.

1. Prior to commencement of the Work and as otherwise agreed by the parties in writing, Owner shall obtain and thereafter at all times during the performance of the Work maintain Builder’s Risk Insurance on a “Special Form” or “All Risk” replacement cost basis to all buildings, structures, materials and real property on Site, domestic offsite, and in domestic transit, which are intended to be, or have already been incorporated into and form part of the Project. Owner shall be responsible for obtaining extensions to the Builder’s Risk Insurance, if the Project duration is extended. The policy shall insure the interests of Harris County Hospital District d/b/a Harris Health, Owner’s Lender (if requested), , Contractor, and Subcontractors (of every tier) as their interests may appear, set forth in the single policy. Such insurance shall be evidenced by the kind of policy which does not have to be adjusted or reported upon periodically, but shall provide constant insurance at full 100% of all insurable values as they are created during construction by performance of this Agreement and until ”Final Completion” as defined in the Agreement.

The insurance shall apply on a replacement cost basis except for coverage for delay in completion which would be paid on an actual loss sustained basis based on the specified period of indemnity.

2. The insurance shall be written to cover all risks of physical loss, and shall insure at least against the perils of fire, lightning, explosion, theft, vandalism, terrorism and malicious mischief, collapse, false-work, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, windstorm or hail, smoke, aircraft or vehicles, riot, civil commotion, and extended coverage, including flood and earthquake, earth movement or settlement.

3. Owner shall be the First Named Insured. Harris Health, Contractor, and all Subcontractors shall be included as insureds on this policy. The insurance shall be specific as to coverage and not considered as contributing insurance with any other permanent insurance maintained on the premises. This policy shall contain an endorsement that the policy is primary to any other insurance available to Owner with respect to claims arising under the Agreement.

Loss under the Builder's Risk insurance shall be adjusted by Owner and Contractor. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their sub-subcontractors in similar manner. Waiver of subrogation in favor of Contractor and Subcontractors of every tier shall be provided as required in the Agreement. Except as provided by I(C) below, Owner shall be solely responsible for all policy deductibles, sub-limits and exclusions.

B. CONTRACTOR’S EQUIPMENT: The Builder’s Risk coverage obtained for the Project may not cover Contractor’s or Subcontractors’ equipment, tools, apparatus, machinery, scaffolding, hoists, forms, staging, shoring and similar items commonly referred to as construction equipment, which may be on the site and the capital value of which is not included in the Work. Any insurance policy covering Contractor’s or any Subcontractor’s equipment against loss by physical damage shall include an endorsement waiving the insurer's right of subrogation against the Owner. SHOULD CONTRACTOR OR ANY SUBCONTRACTOR CHOOSE TO SELF-

INSURE THIS RISK, IT IS EXPRESSLY AGREED THAT CONTRACTOR AND ANY SUBCONTRACTOR

HEREBY WAIVE ANY CLAIM FOR DAMAGE OR LOSS TO SAID EQUIPMENT IN FAVOR OF THE

OWNER AND ALL INDEMNITEES. CONTRACTOR WILL OBTAIN SIMILAR WAIVERS IN FAVOR OF

OWNER AND INDEMNITEES FROM ANY SUBCONTRACTOR ELECTING TO SELF-INSURE THIS

RISK.

C. DEDUCTIBLES: Deductibles included under the Builder’s Risk Policy are set forth below.

Deductible Water Damage $100,000 - 250,000 per occurrence All Other Perils $50,000 per occurrence

II. OWNER CONTROLLED INSURANCE PROGRAM COVERAGE (OCIP COVERAGE)

A. Insurance Requirements

1. OWNER CONTROLLED INSURANCE PROGRAM: Owner shall implement an Owner Controlled Insurance Program (“OCIP”) for the Project. The OCIP is more fully described in the insurance manual (the “Insurance Manual”) for the Project, which is incorporated herein by this reference as a Contract Document. Owner has designated Alliant Insurance Services, Inc. as the OCIP Administrator (“OCIP Administrator”) for the Project. The OCIP will include Workers’ Compensation and Employer’s Liability insurance, Commercial General Liability insurance, and Excess Liability insurance, as summarily described below, in connection with the Project. The insurance provided under the OCIP shall be referred to herein as “OCIP Coverages.”

2. Eligible and Enrolled Parties: Parties eligible to enroll in the OCIP are the Contractor and Subcontractors performing a portion of the Work on the Project Site (“Eligible Parties”). Upon enrollment, an Eligible Party shall become an “Enrolled Party.” Owner’s separate contractors that furnish labor, materials and/or services on, or at, the Project Site may enroll in the OCIP as Enrolled Parties.

3. Excluded Parties. Parties that are ineligible to enroll in the OCIP, and who are excluded from the OCIP (the “Excluded Parties”), are:

a) Hazardous materials remediation, removal and/or transport companies;

b) Architects, surveyors, engineers, and soil testing engineers, and their consultants;

c) Vendors, suppliers, fabricators that solely fabricate or manufacture products, materials, supplies away from the Project Site, material dealers, truckers, haulers, drivers and others who merely transport, pick up, deliver, or carry materials, personnel, parts or equipment, or any other items or persons to or from the Project Site;

d) Manufacturing representatives, equipment rental companies who perform equipment maintenance (does not apply to those who provide operators);

e) Security firms/watchmen services, guard services and janitorial service, but not final cleaning

f) On-site medical contracted services;

g) Contractors whose sole scope or work includes Exterior Insulation and Finish Systems

(EFIS),;

h) Contractors whose sole scope of work includes blasting;

i) Any Subcontractor of any tier that does not perform any actual labor or services at the Project Site; and

j) Any other party or entity not specifically identified herein, that is excluded by Owner in its sole discretion, even if such party or entity is otherwise eligible.

All Excluded Parties and/or non-enrolled parties shall carry the insurance required in Section V herein.

4. Summary of OCIP Coverages. The OCIP Coverages shall apply only to those operations of each Enrolled Party performed at the Project Site in connection with the Work, and only to Enrolled Parties that are eligible for the OCIP. OCIP Coverages shall not apply to ineligible parties. An Enrolled Party’s operations away from the Project Site, including product manufacturing, assembling, or otherwise, shall only be covered if such off-Site operations are identified and are dedicated solely to the Project. OCIP Coverages shall not cover off-Site operations until the Enrolled Party requesting off-Site coverage receives written acknowledgment of such coverage from the OCIP Administrator that includes an OCIP Certificate of Insurance. A summary of the coverages provided under the OCIP is set out below.

B. Policies in OCIP Coverage:

1. Worker’s Compensation and Employer Liability Insurance.

Worker’s Compensation: Statutory Limits Employer’s Liability:

Bodily Injury by Accident – Each Accident $1,000,000 Bodily Injury by Disease – Policy Limit $1,000,000 Bodily Injury by Disease – Each Employee $1,000,000

2. OCIP Commercial General Liability (“OCIP CGL”). Commercial General Liability on an occurrence basis with limits as follows:

Each Occurrence Limit $2,000,000 Personal/Advertising Injury Limit (Each Occurrence) $2,000,000

General Aggregate Limit for all Enrolled Parties (other than Products/Completed Operations) $4,000,000

Products-Completed Operations Aggregate (for all Enrolled Parties) $4,000,000

Ten (10) Years Products & Completed Operations Extension $4,000,000

The general aggregate will reinstate annually during the course of construction. Projects below $25,000,000 in Construction Value will share Products and Completed Operations Aggregate. Projects $25,000,000 and above will have a Products and Completed Operations Agg applicable on a Per Project basis.

Defense expenses are in addition to the limits of liability. The last policy period’s limit will apply to the completed operations tail of (10) ten years

3. OCIP Excess Liability Insurance (over OCIP CGL) on a “following form” basis with limits of at least the following:

Combined Single Limit $25,000,000 General Annual Aggregate for all Enrolled Parties $25,000,000 Products & Completed Operations Aggregate (for all Enrolled Parties) $25,000,000

Ten (10) Years Products & Completed Operations Extension $25,000,000

OCIP policies required to be furnished and maintained by Owner shall be primary insurance and non-contributing with respect to any other insurance that may be available to Owner and any Enrolled Party.

Waivers of subrogation shall be provided in favor of the Owner, Contractor, and all Enrolled Parties, and each to the other for claims covered under any policy provided by Owner in accordance with this Exhibit E.

C. Owner’s OCIP Obligations

1. Owner shall pay the costs of premiums for the OCIP Coverages. Owner will receive or pay, as the case may be, all adjustments to such costs, whether by way of dividends, retroactive adjustments, return premiums, deductibles, self-insured retentions, other moneys due, audits or otherwise. Contractor hereby assigns to Owner the right to receive all such adjustments. All Subcontractors shall be required, by written contract, to assign to Owner the right to receive all such adjustments. Owner assumes no obligation to provide insurance other than that specified in this Section 3, and in the OCIP insurance policies. Owner’s furnishing of OCIP Coverages shall in no way relieve or limit, or be construed to relieve or limit, any responsibility, liability, or obligation imposed on Contractor, or any Subcontractor, under the Contract Documents, the OCIP insurance policies, or by law, including, without limitation, any indemnification obligations which such parties have agreed. Owner reserves the right at its option, without obligation to do so, to furnish other insurance coverage of various types and limits provided that such coverage is not less than that specified in this Section 3.

2. Owner shall provide Contractor a copy of the OCIP Insurance Manual and all OCIP Policies for review and mutual alignment on the terms, conditions, coverages, and limits prior to procurement of the policies and in keeping with the timing provided under Tex. Ins. Code Section 151.001 et seq.to to allow for proper enrollment into the program.

3. Pollution Liability Coverage Owner shall procure, evidence and maintain a Pollution liability OCIP policy insuring Owner, Contractor and Subcontractors of all tiers, with the following limits:

Minimum Limits: $25,000,000 Each Occurrence

$25,000,000 General Aggregate $25,000,000 Products & Completed Operations Aggregate

D. Contractor’s OCIP Obligations

1. Contractor shall incorporate by reference the applicable insurance requirements set out in this Exhibit E, into all Subcontractor agreements.

2. Contractor shall enroll in the OCIP prior to the commencement of construction activities at the Project. Contractor shall ensure that all Subcontractors who are Eligible Parties enroll in the OCIP prior to their commencement of construction activities at the Project, and maintain enrollment during the course of the Project.

3. Contractor shall comply with all of the requirements of the OCIP insurance policies, and the OCIP Insurance Manual. Contractor shall provide to each of its Subcontractors of every tier a copy of the Insurance Manual, and ensure Subcontractor compliance with all provisions of the OCIP insurance policies, and the OCIP Insurance Manual.

4. Contractor shall acknowledge, and require all of its Subcontractors of every tier to acknowledge, in writing, that Owner and the OCIP Administrator are not agents, partners or guarantors of any OCIP insurer, that neither Owner nor the OCIP Administrator are responsible for any claims or disputes between or among Contractor, its Subcontractors of any tier, and any OCIP Insurer(s), and that neither Owner nor OCIP Administrator guarantees the solvency or the availability of limits of any OCIP Insurer(s).

5. Contractor shall provide, within five (5) days of Owner’s request, any information related to Contractor’s insurance costs, including but not limited to payroll records, copies of insurance coverages, declaration pages of coverages, certificates of insurance, prior (5 year) loss history information, safety records or history, OSHA citations, construction cost estimates for this Project, or such other data or information as Owner, the OCIP Administrator, or OCIP insurers may request in the administration of the OCIP. Contractor shall require its Subcontractors to provide the same information, upon request.

6. Contractor shall comply, and require all of its Subcontractors to comply with OCIP

Administrator’s instructions for electronically enrolling in the OCIP.

7. Bid Methodology - Net Bid. Contractor shall exclude from the Bid Proposal "Costs of OCIP

Coverage", which is defined as the amount of Contractor’s reduction in insurance costs due to eligibility for OCIP Coverage, as determined by using the insurance cost summary forms provided in the Insurance Manual. The Costs of OCIP Coverage includes reduction in insurance premiums, related taxes and assessments, markup on the insurance premiums, and losses retained through the use of the self-funded program, self-insured retention, or deductible program. The Cost of OCIP Coverage must include expected losses within any retained risk. Contractor shall require and document that Subcontractors of all tiers shall exclude from their bids all costs of insurance coverage provided under the OCIP (“Cost of OCIP Coverages.”) Cost of OCIP Coverages is defined as the amount of CONTRACTOR’s and its Subcontractors’ reduction in insurance costs due to eligibility for the OCIP, and included reduction in insurance premiums, related taxes and assessments, markup on the insurance premiums and losses retained using the self-funded program, self-insured retention, or deductible program. Change orders must also be priced to exclude the Cost of OCIP Coverages.

E. Deductibles and Self-Insured Retentions - Not Applicable

F. Representations and Warranties Contractor represents and warrants to Owner, and shall use its best efforts to ensure that each of its Subcontractors of every tier represent and warrant to Owner that:

1. All information submitted to Owner, or to the OCIP Administrator, shall be accurate and complete.

2. They have had the opportunity, prior to enrollment in the OCIP and providing insurance credit information, to read and analyze copies of the OCIP insurance policies that are available on request, and that they understand the OCIP Coverages. Any reference or summary in this Agreement, to the amount, nature, type or extent of OCIP Coverages and/or potential applicability to any potential claim or loss is for reference only.

Contractor and its Subcontractors of all tiers have not relied upon said reference, but solely upon their own independent review and analysis of the OCIP Coverages in formulating any understanding and/or belief as to amount, nature, type or extent of any OCIP Coverages and/or its potential applicability to any potential claim or loss.

3. Contractor shall not include in any request for payment any sums to provide or obtain insurance that is being maintained under the OCIP, except for coverage gaps not provided in the OCIP.

4. Audits. Contractor and all Subcontractors agree that Owner, the OCIP Administrator, and/or any OCIP insurer may audit their payroll records, books and records, insurance coverages, insurance cost information, and Project cost records to confirm their accuracy, and to ensure that the Owner has not been billed for any cost of insurance that is being provided under the OCIP. In the event any audit reveals that Owner has been billed by Contractor or any of its Subcontractors for any cost of insurance that is being provided by Owner under the OCIP, Owner shall have the right to deduct from any amounts payable to Contractor or any Subcontractor such cost of insurance. Such audit provision shall not be broader than the audit provision afforded the Owner under the A133 Article 10.

5. Modification or Discontinuance of the OCIP. Owner shall be responsible for obtaining extensions to the OCIP, if Project duration is extended, including final completion and the warranty period. Owner may discontinue the OCIP after reasonable efforts have been taken to extend or replace such coverage in the marketplace, upon sixty (60) days written notice. Owner may request that Contractor or any of its Subcontractors of any tier withdraw from the OCIP upon sixty (60) days written notice. Upon such notice Contractor and/or one or more of its Subcontractors, as specified by Owner in such notice, shall obtain and thereafter maintain during the performance of the Work, such insurance as reasonably specified by Owner. The form, content, limits of liability, cost, and the insurer issuing such replacement insurance shall be subject to Owner’s reasonable approval. The cost of the replacement coverage shall be at Owner’s expense.

6. Waiver of Subrogation. Where permitted by law and as pertains to the OCIP procured coverages, Contractor hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against Owner, the OCIP Administrator, its or their officers, agents, or employees. Contractor also agrees that all additional insurance maintained by Contractor or any Subcontractor under this Section 3 shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against Owner and Contractor.

7. Conflicts. In the event of a conflict between the provisions of this Article II, the Insurance Manual, and the provisions of the OCIP insurance policies, the terms of the OCIP Insurance Policies shall govern, then the provisions of this Article, then the provisions of the Insurance Manual.

8. Safety. Contractor and its Subcontractors shall be solely responsible for safety on the Project Site. Contractor shall establish a safety program that, at a minimum, complies with all local, state and Federal safety standards, the Agreement, and any safety standards established by Owner for the Project.

9. Coordination, cooperation, and open communication will be provided with respect to all Project details and, as it concerns insurance, Contractor and Owner agree to receive, provide for review, and align on key coverages for the benefit of the Project.

G. Limitations The OCIP exists for the sole and exclusive benefit and protection of Owner, Contractor, the named insureds, the additional insureds and the Enrolled Parties. With respect to all on-site activities or approved dedicated off-site locations, the coverage provided by the OCIP shall be considered primary and non-contributory to any insurance provided by Contractor. The OCIP is not intended to benefit any other parties including, without limitation, persons not enrolled in the OCIP, Excluded Parties or claimants (regardless of whether such claimant’s claim(s) are covered by the OCIP and regardless of against whom such claimant makes claim(s)).

III.