6-00326-2 Exhibit 2 Sample Contract.docx

CONTRACT DOCUMENTS AND SPECIFICATIONS

FOR THE

Enter Solicitation/Project Name and Number With Insert company name

Contract No. Insert contract number

PREPARED BY:

SAN ANTONIO RIVER AUTHORITY

100 EAST GUENTHER STREET

SAN ANTONIO, TEXAS 78204

Table of Contents

THIS Agreement is entered into and executed on the Effective Date by and between the San Antonio River Authority, acting through its general manager, thereunto duly authorized so to do, hereinafter called "River Authority," and Insert company name with its office at Insert company address , hereinafter called "Contractor." River Authority and Contractor are individually referred to as a “Party” and are collectively referred to as the “Parties” in this Agreement.

River Authority and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

SECTION 1-AGREEMENT

ARTICLE 1. WORK

1.1 Contractor shall furnish all labor, materials, equipment, tools, supervision, inspections, permit, quality control, and labor as necessary or reasonably inferable to complete the Work in accordance with the Contract Documents. Contractor agrees to perform the Work using its best efforts, management practices, skills, judgments, and abilities and to perform its Services in accordance with usual and customary standards of Contractor’s profession or business in Texas under similar circumstances and in compliance with all applicable Laws and this Agreement. Contractor agrees to bear the full cost of correcting Contractor’s and Contractor’s Entities negligent, defective, non-compliant or improper Work and Services and any losses, harm or damages caused by the negligent, non-compliant, Defective or improper Work.

1.2 The Work on the Project is generally described as follows: Insert general description of Project (“Project”).

The Work on the Project includes but is not limited to (Insert brief scope of work)

1.3 Unless otherwise specified in the Contract Documents, Contractor shall submit all Drawings to River Authority, Project Manager and Design Professional as AutoCAD “DWG” files using GIS Coordinate System as appropriate: TX83-SCF, NAD83 Texas State Planes, South Central Zone, US Foot with pdfs of each of the Drawings. All renderings shall be provided to the River Authority in native file format with high resolution pdf copies as well. If GIS data is submitted, Contractor shall provide the data in a File Geodatabase (.Gdb) format Projection NAD-1983_StatePlane_Texas_South_Central_FIPS_4204_Feet.

ARTICLE 2. DESIGN PROFESSIONAL

The Project has been designed by (Insert Name of Design Professional) Design Professional. The Design Professional is ultimately responsible for the design of the Project and shall have the right to delegate with the approval of the River Authority the duties, responsibilities, and authority to others, as they deem necessary for the Project.

ARTICLE 3. CONTRACT TIME

3.1 The Contractor shall achieve Substantial Completion of the Project within XXX Calendar Days after the date when the Contract Time commences to run as provided herein and shall achieve Final Completion within XX Calendar Days after date of Substantial Completion. Notwithstanding anything to the contrary in this Agreement, should the Project be delayed for any reason, this Agreement shall remain in effect until Final Completion of the Project and Contractor has fulfilled all obligations and responsibilities hereunder unless otherwise terminated by the Parties, (“Term”).

3.2 Liquidated Damages. The Parties recognize that time is of the essence with regard to all dates and time periods set forth herein or referred to in this Agreement. Failure to achieve the applicable dates specified in Article 3.1 above, plus any extensions thereof allowed in accordance with this Agreement will result in the assessment of delay liquidated damages ("Delay Liquidated Damages"), established herein, or as otherwise agreed upon by the Parties in any Change Order. They also recognize the delays, expense, and difficulties involved in quantifying the actual loss suffered by River Authority if the Work is not completed on time. Accordingly, instead of requiring any such proof, the Parties agree that Contractor shall pay, River Authority, not as a penalty, within 30 days of an invoice therefor, Delay Liquidated Damages in the applicable amounts set forth herein. Amounts assessed as Delay Liquidated Damages, and other amounts to which River Authority is entitled by way of setoff or recovery, may be deducted from any moneys due Contractor.

ARTICLE 4. CONTRACT PRICE

4.1 Include the following language if lump sum: For Work completed by CONTRACTOR and accepted by RIVER AUTHORITY, RIVER AUTHORITY will pay CONTRACTOR the all-inclusive firm-fixed lump sum as shown in Exhibit K, Insert Contract Price (“Contract Price”)

Include the following language if unit price/time and material contract: For Work completed by Contractor for the Project and accepted by River Authority, River Authority will pay Contractor in accordance with the unit prices as shown in Exhibit "I" up to the not to exceed sum of Insert Contract Price (“Contract Price”). The Contract Price is based upon estimated quantities and Contractor will only be paid for Work completed and accepted by River Authority.

Insert if Owner’s contingency:

4.2 Owner’s contingency: Owner’s contingency for the repair of the parking lot Site in the amount of $XXXXXX is excluded from the Contract Price. If repairs are deemed necessary by River Authority and not due to the negligence of Contractor or Contractor’s Entities, Contractor shall submit to Project Manager a request for a Change Order in accordance with the Agreement and will be paid for Work completed and accepted by the River Authority at the unit prices in the approved Schedule of Values.

Insert if Allowances included in Contract Price:

4.3 Allowances (List all allowances included in the Contract Price with the following language for deductive Change Orders if not used.) River Authority shall receive a credit prior to final Application for Payment from Contractor for all funds in the allowances that have not been exhausted during the completion of the Work.

ARTICLE 5. PAYMENT PROCEDURES

5.1 In accordance with the Contract Documents, Contractor shall submit monthly Applications for Payment for Work completed and accepted by River Authority electronically to Project Manager, Design Professional, and accountspayable@sariverauthority.org. Applications for Payment will be processed by River Authority after the Design Professional and Project Manager have reviewed and approved them. A current schedule, list of outstanding requests for information and Change Order tracker must be attached to each Application for Payment.

5.2 Progress Payments. River Authority shall make progress payments on account of the Contract Price based on Contractor’s Applications for Payment as recommended by Project Manager and Design Professional in accordance with the Agreement. All progress of the Work shall be measured by the Schedule of Values provided for herein. No partial payment made by River Authority shall constitute or be construed to constitute final acceptance or approval of the Work to which the partial payment relates or of the documentation provided in support of the partial payment. No partial payment made by River Authority shall constitute or be construed to constitute a release of Contractor from any of its obligations or liabilities with respect to the Work.

5.2.1 Prior to Final Completion, River Authority will make progress payments in accordance with the Agreement in an amount equal to:

5.2.1.1 Ninety-five percent (95%) of the Work completed by Contractor in accordance with the Contract Documents and accepted by River Authority, less in each case the aggregate of payments previously made, or such other amounts determined by River Authority as to protect its interest in the Project and

5.2.2.2 Ninety-Five percent (95%) of the approved materials and equipment on hand not incorporated in the Work but delivered and suitably stored in accordance with the Contract Documents, less in each case the aggregate of payments previously made, or such other amounts determined by River Authority as to protect its interest in the Project.

5.2.2.3 Notwithstanding anything to the contrary herein, Contractor shall not submit an Application for Payment for Work projected but not completed during the period for which the Application for Payment applies.

5.3 Final Payment (Retainage). Upon Final Completion, River Authority’s acceptance of the Work in accordance with the Contract Documents and Contractor’s submittal of all documents required herein to include but not limited to the final Application for Payment, River Authority shall pay the remainder of the Contract Price as recommended by Project Manager and Design Professional.

5.4 Except as authorized herein, River Authority will not pay any markups or indirect charges over the Subcontractor’s invoice to Contractor. A copy of all Subcontractor invoices must be included with Contractor’s Application for Payment.

ARTICLE 6. INTEREST

All moneys not paid when due hereunder shall bear interest at the maximum rate allowed by Laws in the State of Texas.

ARTICLE 7. CONTRACTOR REPRESENTATIONS

In order to induce River Authority to enter into this Agreement, Contractor makes the following representations:

7.1 Contractor has familiarized itself with the nature and extent of the Contract Documents, Work, weather, supply chain, locality, with all local conditions and Laws that in any manner may affect cost, progress, or performance of the Work.

7.2 Contractor has carefully studied all reports of investigations including but not limited to archaeological artifacts, environmental hazards, and tests of subsurface and latent physical conditions at the Site or otherwise affecting cost, progress, schedule, or performance of the Work which were relied upon by the Design Professional in the preparation of the Construction Documents.

7.3 Contractor has made or caused to be made additional examinations, investigations and tests and studies of such reports and related data as Contractor deems necessary for the performance of the Work at the Contract Price, within the Contract Time and in accordance with the Contract Documents; and no additional examinations, investigations, tests, reports or similar data are or will be required by Contractor for such purposes.

7.4 Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents.

7.5 Contractor has given Project Manager and Design Professional written notice of all conflicts, errors, or discrepancies that Contractor has discovered in the Contract Documents and the written resolution thereof by Project Manager and Design Professional is acceptable to Contractor. If Contractor fails to disclose within a reasonable time any defect, in accuracy, inadequacy, or insufficiency in the Plans, Specifications or other Contract Documents that the Contractor discovers, or should have discovered through ordinary diligence which is defined as observations that a Contractor would make in reasonable preparation of a Bid or fulfillment of their Work under normal circumstances, Contractor shall be liable for the consequences of said defect, inaccuracy, inadequacy or insufficiency.

ARTICLE 8. CONTRACT DOCUMENTS

The Contract Documents, which comprise the entire Agreement between the Parties, are either attached to this Agreement, or incorporated by reference and made a part hereof and consist of the following:

(a) This Agreement and all Exhibits and attachments listed, contained or referenced herein;

(b) Any Modification, including Change Orders, Field Orders and Amendments duly authorized and delivered after execution of Agreement;

(c) Specifications, Drawings, details, Plans and other Construction Documents to include but not limited to Value Engineering documentation developed by Design Professional and other consultants and accepted by River Authority to describe the scope and quality of the Work and the materials, supplies, equipment, systems and other elements that are required for the construction of the Project;

(d) River Authority’s Solicitation XXX including any Addenda, Drawings, Specifications, details, and other documents developed for the Project (On file in the Procurement Department -Exhibit A);

(e) Approved Schedule of Values (Approved revisions to Schedule of Values shall be automatically incorporated into the Agreement);

(f) Approved construction schedule (Approved Schedule updates shall be automatically incorporated into the Agreement);

(g) Notice to Proceed;

(h) Subcontracting plan submitted by Contractor in response to River Authority’s Solicitation XXX as amended and approved throughout the Project, and

(i) To the extent they meet or exceed the requirements of the other Contract Documents as determined by River Authority, Contractor’s Bid and clarifications accepted by River Authority (Exhibit K)

There are no Contract Documents other than those listed above. The Contract Documents form the entire Contract between the Parties and supersede all prior negotiations, representations, or agreements, whether written or oral. The Contract Documents may only be altered, amended, or repealed by a Modification to the Agreement. To the extent of any conflict between Contractor’s Bid and any other item listed above, the other items listed above shall govern.

ARTICLE 9. MISCELLANEOUS.

9.1 Terms used in this Agreement and its Exhibits shall have the meanings indicated in the General Conditions.

9.2 No assignment by a Party hereto of any rights under or interests in the Contract Documents will be binding on another Party hereto without the written consent of the Party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by Laws), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

9.3 River Authority and Contractor each binds itself, successors, assigns and legal representatives to the other Party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents.

9.4 Contractor is required to make any information created or exchanged with the River Authority pursuant to this Contract, and not otherwise subject to exception from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the River Authority.

9.5 Should any term or provision of this Agreement be held invalid or unenforceable in any respect, the remaining terms and provisions shall not be affected, and this Agreement shall be construed as if the invalid or unenforceable term or provision had never been included.

9.6 No expiration or termination of this Agreement will relieve either Party of any obligations under this Agreement that by their nature survive expiration or termination, including but not limited to INDEMNITY and confidentiality.

9.7 No delay or omission by either Party in exercising any right or power arising from noncompliance or failure of performance by the other Party with any of the provisions of the Contract Documents shall impair or constitute a waiver of any such right or power. A waiver by either Party of any covenant or condition of the Contract Documents shall not be construed as a waiver of any subsequent breach of that or of any other covenant or condition of the Contract Documents.

9.8 Contractor understands that in performance of Work under this Contract, it may have access to River Authority’s Materials to include but not limited to documents, data including but not limited to CAD files and GIS data, know-how, methodologies, software, other materials, derivative works, and intellectual property, (“River Authority Materials”), provided to Contractor by River Authority. River Authority remains the sole and exclusive owner of all rights, title, and interest in and to River Authority Materials, including all Intellectual Property Rights, including but not limited to patents, patent disclosures, inventions (whether patentable or not), trademarks, service marks, trade dress, trade names, logos, corporate names, domain names, together with all of the goodwill associated therewith, copyrights, copyrightable works (including computer programs), rights in data and databases, trade secrets, and know-how. Contractor shall have no right or license to use any River Authority Materials except solely during the Term of this Agreement to the extent necessary to perform the Work herein to River Authority. All other rights in and to River Authority Materials are expressly reserved by River Authority and Contractor shall use all commercially reasonable efforts to maintain the confidentiality of River Authority Materials. The River Authority may, at its election, require Contractor to return River Authority Materials to the River Authority prior to or at the expiration or termination of the Agreement.

SECTION II -SUPPLEMENTARY CONDITIONS

ARTICLE 1 – USE OF PRIMARY ARTERIES

The Contractor shall confine its haul routes to primary arteries. Damage to streets caused by the Contractor or Contractor’s Entities’ equipment shall be repaired upon direction and in the manner prescribed by the entity having jurisdiction over the Project, Project Representative/Inspector or the Project Manager at the Contractor’s sole expense.

ARTICLE 2 – DUST CONTROL

The Contractor shall implement an approved dust control plan for the Project area as well as on all streets used to access construction area, haul routes and detours. Contractor shall at all times minimize dust exposures to surrounding properties.

ARTICLE 3 – POSSESSION/USE OF EXPLOSIVES OR WEAPONS

The possession and use of explosives will not be permitted on this Project unless otherwise agreed among the Parties. In addition, Neither Contractor nor Contractor’s Entities shall possess a weapon on the Project. For purposes of this Agreement, a weapon is defined as a knife, club, firearm or any other device, instrument, material, or substance, whether animate or inanimate, that, is designed, made or adapted for the purpose of inflicting death or serious bodily injury.

ARTICLE 4 – UTILITY CONNECTIONS

4.1 Water: Contractor shall be responsible for providing and maintaining, at Contractor’s own expense, an adequate supply of water for its use for construction and domestic consumption. Any connections and piping that the Contractor deems necessary shall be installed at Contractor’s sole expense and at locations approved by Local Authorities and the River Authority. Before Final Completion, all temporary connections and piping installed by the Contractor shall be removed in a manner satisfactory to the Project Representative/Inspector. All inspection or water replacement, adjustment, and attendant work will be performed by an authorized representative of the controlling utility who will, in turn, be responsible directly to the Project Manager.

4.2 Electricity: All electric service required by the Contractor shall be furnished at Contractor’s sole expense. All necessary meters, switches, connections, and wiring shall be installed at Contractor’s sole expense and at locations approved by the Project Manager. Before final acceptance, all meters, switches, connections, and wiring installed by the Contractor or Contractor’s Entities shall be removed in a manner satisfactory to the Project Representative/Inspector and Local Authorities.

4.3 Internet: If required, Contractor shall provide internet services for its Work at no cost to the River Authority.

ARTICLE 5 – MATERIALS

All salvageable material shall become the property of the River Authority and shall be stored as directed by the Project Representative/Inspector at the Contractor’s sole expense.

ARTICLE 6 – COORDINATION WITH OTHERS

Other contractor(s) may be doing work in the same area simultaneously with this Project. The Contractor shall coordinate their proposed construction with that of the other contractors.

ARTICLE 7 – ACCESS TO SITE

The Contractor shall secure permission for access to the work Site in all areas including River Authority easements. This access must be approved by the River Authority and where the Contractor cannot legally obtain access to a Work Site, Contractor must submit a written request to be released from the responsibility for the performance of Work at said Site.

ARTICLE 8 – STORAGE SITE

The Contractor must secure a storage area of a size adequate to accommodate equipment, vehicles, and materials for the period of performance of the Agreement. The storage Site must be approved by the River Authority and be reasonably physically and financially secured through bonding and/or insurance coverage to protect the items and equipment stored at the location from weather, vandalism and theft. At all times prior to incorporation of the materials into the Project, all stored materials shall remain segregated from other projects and be clearly labeled legibly and identified as “Property of the River Authority”. River Authority reserves the right at its discretion to inspect all stored materials for the Project regardless of the location and request copies of all bonds and insurance. Contractor shall provide to the River Authority and Project Manager unlimited and unimpeded access to such stored materials. Notwithstanding anything to the contrary herein, Contractor bears the risk of loss for all stored materials for the Project until Final Completion.

ARTICLE 9 – BARRICADES, WARNING SIGNS, LIGHTS AND TRAFFIC CONTROL

Per the entity having jurisdiction over the Project, or as directed by the Project Representative/Inspector, the Contractor at street crossings and at other points of hazard shall provide and maintain suitable signs, barricades and warning lights as are necessary to direct traffic around Work in progress and ensure the safety of the public. Contractor shall be responsible for obtaining all traffic permits and detour traffic plans, as needed. Contractor at its sole cost is responsible for all third-party traffic control for the Project.

The Contractor shall provide adequate flagmen, barricades and detour and warning signs and lights for the Project, or portion of the Project within which operations are being prosecuted. All excavations and/or stockpiles of materials shall be adequately barricaded and lighted.

All barricades, detour and warning signs and lights for this Project shall be constructed and placed in accordance with the "Texas Manual on Uniform Traffic Control Devices for Streets and Highways (latest version)," as published by TxDOT, and approved by the Resident Project Representative/Inspector.

ARTICLE 10 – DETOUR ROUTES

The Contractor shall not begin construction of the Project or close or partially close any streets until adequate barricades and detour signs in accordance with the detour route have been provided and approved by the entity having jurisdiction over the Project. It is the sole responsibility of the Contractor to obtain and pay for all permits required for street closures and detours. The Contractor shall notify the Project Representative/Inspector twenty-four (24) hours in advance of closing or partially closing any street to through traffic. However, notice to Project Manager or Project Representative/Inspector does not constitute permit approval. All permits and traffic detour plans must be reviewed and approved by Bexar County Public Works and City of San Antonio. Local traffic shall be permitted to use the streets under construction where feasible.

ARTICLE 11 – FENCING

Contractor shall maintain at all times any and all security and fencing, including but not limited to temporary and electric fence, whether or not identified on the Plans. Where the nature of the Work requires fence to be removed, the Contractor, at Contractor’s sole expense, shall replace said fencing as detailed in the Plans and/or as approved by the Project Representative/Inspector. Contractor, at its sole expense, must install and maintain required security to secure the Site at all times and fencing where required by Laws. Contractor shall install and maintain a temporary construction fence providing security for the Site. Keyed access shall be provided to River Authority.

A. Access through Fencing: At the Contractor’s sole expense, appropriate gaps for Project access must be maintained by the Contractor to assure access to the Site.

B. Bore Pit Fencing: Unless directed otherwise by Design Professional, Project Manager or Construction Documents, Contractor’s use of tubular portable gate panels 4' minimum height shall be the minimum requirement for perimeter of bore pit at all times. Portable water barriers shall be installed per manufacturer's specifications to protect persons/animals from entering the bore pits when deemed necessary by the Design Professional, Project Manager, and/or Project Representative/Inspector.

C. Pedestrian/Animal Fencing: At Contractor’s sole expense, temporary fencing shall be placed in all areas of open trenches to prevent pedestrians/animals from crossing open trenches. When required for safety, Contractor shall at its sole expense construct and maintain covered walks for pedestrian traffic.

ARTICLE 12 – GEOTECHNICAL INFORMATION

The Design Professional and River Authority may have geotechnical information, which may include subsurface data, logs of soil borings and recommendations from geotechnical consultants and if available such information has been provided in the River Authority’s Solicitation Enter Solicitation/Project Name and Number Any geotechnical information provided is for information only. The River Authority and its Design Professionals do not guarantee the accuracy or validity of the data, nor do they assume any responsibility for any interpretations or conclusions the Contractor may draw from the data.

The Contractor shall provide to its Subcontractor all information needed to design the "Trench Safety System”. The Contractor may perform additional subsurface investigations at Contractor’s own expense.

ARTICLE 13 – PERMITS SUBMITTALS AND REVIEW PROCESS

Contractor to provide all trade-related permits for this Project at Contractor’s sole expenses. Contractor must submit Storm Water Pollution Prevention Plan to Project Manager and Design Professional for review and approval.

Contractor shall prepare all submittals in accordance with Laws and Contract Documents and shall submit to the Design Professional for review and approval. Design Professional shall within fourteen (14) Calendar Days, (“Review Period”) of receipt approve or reject each submittal. In the event of rejection for any grounds, Contractor shall revise and resubmit the submittal to Design Professional. The Review Period starts again with the resubmission by Contractor.

Once approved by the Design Professional, Project Manager shall have an additional three (3) Calendar Days to review and provide comments to each submittal.

When questions or clarifications on Construction Documents arise during the Project, Contractor shall submit all requests for information to Design Professional for review, clarification and/or interpretation. Design Professional has seven (7) Calendar Days from date of request to respond to Contractor.

Upon the Design Professional’s response to such requests, Project Manager shall have an additional three (3) Calendar Days to review and provide comments if necessary to respond to the question.

ARTICLE 14 – LIQUIDATED DAMAGES FOR FAILURE TO TIMELY COMPLETE

The Parties agree that calculating River Authority’s actual damages for late completion of the Project would be impractical, unduly burdensome and cause unnecessary delay and that the amount of daily liquidated damages set forth herein and/or in Notice to Proceed for a portion of the Work is reasonable and shall not be considered a penalty.

Unless indicated otherwise in a Notice to Proceed for a portion of the Work, pursuant to the Agreement, River Authority may deduct, permanently, from the Contractor’s total compensation,

(a) the sum of $XXX.XX for each Calendar Day that expires after the deadline for Substantial Completion specified in the Agreement or in a Notice to Proceed issued for a specific portion of the Work, until the date Substantial Completion occurs in accordance with the Agreement; and

(b) the sum of $XXX.XX for each Calendar Day that expires after the deadline for Final Completion specified in the Agreement or in a Notice to Proceed issued for a specific portion of the Work, until the date Final Completion occurs in accordance with the Agreement.

Substantial Completion: Delay Liquidated Damages. Contractor shall achieve Substantial Completion for the Project by the applicable scheduled date of Substantial Completion set forth herein . For failure to timely achieve Substantial Completion, Delay Liquidated Damages in the amount indicated above shall accrue from the Scheduled Date of Substantial Completion, as the same may be extended for Excusable Delay, for each Calendar Day that Contractor has not achieved Substantial Completion, continuing until the earlier of (i) the actual achievement of the Substantial Completion, or (ii) commencement of the accrual of liquidated damages for failure to timely achieve Final Completion, or (iii) termination of this Agreement for default. River Authority may deduct and offset from and against any amounts due Contractor a sum equal to the amount of any Delay Liquidated Damages due River Authority through the date that Substantial Completion is achieved. If Substantial Completion occurs on or prior to the Scheduled Date of Substantial Completion, River Authority shall not withhold, and the Contractor shall have no obligation to forego Delay Liquidated Damages under this Section with respect to Substantial Completion of the Project.

Final Completion: Delay Liquidated Damages. Contractor shall achieve Final Completion of the Project by the applicable scheduled date of Final Completion set forth herein. For failure to timely achieve Final Completion, Delay Liquidated Damages in the amount indicated above shall accrue from the Scheduled Date of Final Completion, as the same may be extended for Excusable Delay, for each Calendar Day that Contractor has not achieved Final Completion, continuing until the earlier of (i) the actual achievement of the Final Completion, or (ii) termination of this Agreement for default. River Authority may deduct and offset from and against any amounts due Contractor a sum equal to the amount of any Delay Liquidated Damages due River Authority through the date that Final Completion is achieved. If Final Completion occurs on or prior to the Scheduled Date of Final Completion, River Authority shall not withhold, and the Contractor shall have no obligation to forego Delay Liquidated Damages under this Section with respect to Final Completion of the Project.

ARTICLE 15 – DIFFERING SITE CONDITIONS

15.1 The Contractor shall no later than three (3) Calendar Days from discovery, and before such conditions are disturbed, notify the Project Manager and Design Professional in writing of: (1) subsurface or latent physical conditions at the Site differing materially from those indicated in this Contract, or (2) unknown physical conditions at the Site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in the Contract Documents. The Project Manager and Design Professional shall promptly investigate the conditions, and if they find that such conditions do materially so differ and cause an increase or decrease in the Contractor’s cost of, or the time required for, performance of any part of the Work under the Contract Documents, whether or not changed as a result of such conditions, Project Manager may recommend such equitable adjustment to River Authority and the Contract Documents may be modified in writing accordingly.

15.2 No claim of the Contractor under this clause shall be allowed unless the Contractor has given the notice required above; provided, however, the time prescribed therefore may be extended by the River Authority.

15.3 No claim by the Contractor for an equitable adjustment hereunder shall be allowed for periods between when the above notice is required by the Agreement and when such notice is actually provided. Contractor is not entitled to an equitable adjustment after Substantial Completion of the Project.

Insert contract number Page | 1

SECTION III-GENERAL CONDITIONS

ARTICLE 1 – DEFINITIONS

Whenever used in these General Conditions or in the other Contract Documents, the following terms have the meanings indicated which are applicable to both the singular and plural thereof:

AASHTO: American Association of State Highway and Transportation Officials.

Addenda: Written or graphic instruments issued prior to the opening of Bids that clarify, correct, or change the bidding documents or the Contract Documents.

Agreement: The written agreement between River Authority and Contractor covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein.

Application for Payment: The form accepted by Project Manager which is to be used by Contractor in requesting progress or final payment and which is to include such supporting documentation as is required by the Contract Documents.

ASTM: American Society of Testing Materials

AWS: American Welding Society.

Bid: The offer or proposal of the Bidder on the prescribed form setting forth the prices for the Work to be performed, as described in the Contract Documents.

Bidder: Any individual, partnership, corporation, etc., submitting a bid.

Bonds: performance, payment and maintenance bonds and other instruments of security required by the Agreement.

Calendar Day: A Day of twenty-four hours measured from midnight to the following midnight.

Change Order: A written order to Contractor signed by both Parties authorizing an addition, deletion, or revision in the Work, or an adjustment in the Contract Price or the Contract Time issued after the Effective Date of the Agreement.

Construction Documents: Collectively Special Conditions, Specifications, the Drawings, details, Plans, and other documents that describe the scope and quality of the Project and the materials, supplies, equipment systems, and other elements that are required for construction of the Project which are prepared by Design Professional, its consultants, and River Authority’s consultants and all of which have been approved by the River Authority.

Contract: The Agreement between the River Authority and the Contractor covering the furnishing of material, labor, equipment, tools, supervision, consumables, supplies and quality control as necessary or reasonably inferable to the performance of the Work. The Contract will include the Agreement and its Exhibits whether attached or incorporated by reference, and the other Contract Documents listed herein.

Contract Documents: The Agreement, its Modifications, its Exhibits as well as the other documents listed herein to include but not limited to the Construction Documents, approved Project schedule as amended throughout the Project and approved Schedule of Values.

Contract Price: The moneys payable by River Authority to Contractor under the Contract Documents as stated in the Agreement for Work completed by Contractor and accepted by River Authority.

Contract Time: The number of days stated in the Agreement, or the date specified in a Notice to Proceed for the Contractor’s completion of the Work.

Contractor: The person, firm, or corporation with whom River Authority has entered into the Agreement.

Contractor’s Entities: Contractor, trade contractors, consultants, Subcontractors, regardless of tier, manufacturers, suppliers, vendors and the employees, principals, executives, agents, owners, invitees, and partners of each listed above and all other entities and individuals under the direction or contract of each of those listed above.

Defective: An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or deficient, or does not conform to the Contract Documents or does not meet the requirements of any inspection, test or approval referred to in the Contract Documents, or has been damaged prior to Project Manager’s and Design Professional’s recommendation of final payment and River Authority’s acceptance of the Work.

Design Professional: The architect, engineer, or other licensed design consultant retained by the River Authority who is responsible for: (a) preparing and sealing design documents, including drawings and specifications; (b) reviewing the Work for conformance with the design intent and contract documents; (c) verifying that design documents comply with applicable laws, codes, standards, and River Authority requirements; and (d) coordinating design disciplines and interfacing with the River Authority, Contractor, and other project participants to support timely resolution of design-related issues.

Drawings: The documents which show the character and scope of the Work to be performed and which have been prepared by Design Professional, approved by River Authority and are part of the Construction Documents and Contract Documents.

Effective Date of the Agreement: The date on which the Agreement is signed by River Authority.

EXCUSABLE DELAYS (Force Majeure): With respect to Contractor’s timely performance of the Work shall mean delays caused solely by acts of God including but not limited to fire, unanticipated, unforeseeable weather events that are unavoidable and unusually severe for the Work location and in excess of the inclement weather days granted herein and which impact the critical path of the Work, war, terrorism, riots, labor strikes, pandemics and epidemics which have been declared by Laws, and adverse, unforeseeable governmental actions impacting the critical path of the Work. Notwithstanding the foregoing, transportation delays and material shortages or delays caused by late material shipments, quality issues or Contractor’s lack of planning or project management or events that could have been prevented by reasonable foresight or care shall not be considered Excusable Delays and shall not be compensable nor reason for extension of the Contract Time.

Field Order/Construction Directive: A written order issued by Project Manager which orders minor technical changes in the Work in accordance with the Agreement, but which does not involve a change in the Contract Price or the Contract Time.

Field Representative: Any person designated by general manager or Project Manager to oversee construction of Project.

Final Completion: Final completion shall be defined as the date when the River Authority determines the Project to be 100% completed in accordance with the Contract Documents, as modified by any Change Orders agreed to by the Parties, to include completion of punch list items annotated on the Substantial Completion certificate, so that the River Authority and/or Owner can utilize the Project for its intended use.

General Conditions: Contractor’s responsibilities in the Contract Documents and applicable Laws for proper execution of the Work to include but not limited to permits, licenses, regulatory compliance, insurance, bonding, project closeout, warranty, mobilization, demobilization, safety program, temporary housing, meeting and office space, contract administration, environmental compliance, procurement and archaeological compliance.

Hazardous Materials: Any substance that has been designated by any governmental entity or by Laws to be radioactive, toxic, noxious, hazardous or otherwise a danger to health or the environment, including but not limited to PCBS, asbestos, lead, and mercury.

Laboratory: Any testing location that may be designated or approved by the Design Professional and Project Manager.

Laws: All Federal, state, local laws, ordinances, statutes, codes, regulations, permits, orders, judgements, injunctions, guidance, policies, rules, restrictions including but not limited to those resulting from any initiatives or referendum process or other requirements of a governmental or quasi-governmental entity having jurisdiction over the Project.

Local Authorities: Local municipalities, including but not necessarily limited to, Bexar County, Texas and the City of San Antonio, Texas. Also including local fire, police, water departments, and other utilities.

Major Item: "Major Item" shall be construed to be any individual bid item incurred in the Bid that has a total cost equal to or greater than five percent (5%) of the total Contract Price, computed based on the Bid quantities and the unit price in the Agreement.

Modification: (a) a written amendment of the Contract Documents signed by both parties, (b) a Change Order, or (c) a Field Order. A Modification may only be issued after the Effective Date of the Agreement.

Notice of Award: The written confirmation of award by River Authority to the successful Bidder, stating the amount of the award, the award date and when the Agreement will be executed.

Notice to Proceed: A written notice given by River Authority to Contractor authorizing Contractor to commence the Work specified in the written notice. The Notice to Proceed fixes the date on which the Contract Time will commence and when Contractor shall start to perform their obligation under the Contract Documents.

OSHA: The Occupational Safety and Health Administration.

Plans: The Drawings or true reproductions thereof, which show the location, character, dimensions, and details of the Work and which are a part of the Construction and Contract Documents and are prepared by the Design Professional.

Project: All the Work to be performed under the Contract Documents which may be the whole, or a part as indicated in the Contract Documents.

Project Manager: The person, firm, or corporation named as such in the Agreement who is a key personnel of River Authority and in collaboration with others is responsible for overseeing the Project.

Project Representative/Inspector: The authorized representative of Project Manager who is assigned to the Site or any part thereof.

River Authority: The San Antonio River Authority, a conservation and reclamation district and political subdivision of the State of Texas. The public body or authority, corporation, association, partnership, or individual with whom Contractor has entered into the Agreement and for whom the Work is to be provided.

SAWS: San Antonio Water System. Water Works Board of Trustees of the City of San Antonio.

Schedule of Values: Itemized list that allocates the Contract Price to the various portions of the Work and serves as the basis for the Design Professional and Project Manager review of the Contractor’s Application for Payment.

Separated Contract: A contract in which the agreed Contract Price is divided into the cost of materials and tangible equipment and skill and labor.

Sequence of Construction: The logical and proper order in which the Work shall be accomplished, by stages and phases, by the Contractor, as outlined in the Supplementary Conditions and/or shown on the Construction Documents, unless ordered to do otherwise by a Modification.

Shop Drawings: All drawings, diagrams, illustrations, schedules, reports and other data which are specifically prepared by Contractor, a subcontractor, manufacturer, fabricator, supplier or distributor to illustrate some portion of the Work and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams and other information prepared by a manufacturer, fabricator, supplier or distributor and submitted by Contractor to illustrate material or equipment for some portion of the Work.

Site: The physical location of the Project where Work is performed and areas used by Contractor on the Project for temporary storage of equipment and materials, sheds, laydown and access.

Special Provisions: Detailed instructions to the Contractor of a special nature that take precedence over Standard Construction Specifications.

Specifications: A written document within the Contract and Construction Documents that describes in detail the scope of Work, materials and equipment to be used, methods of installation, and standards and quality of workmanship for the Project. Where phrases "directed by,” "ordered by" or "to the satisfaction of", "the Project Manager" or "the Inspector" occur, it is to be understood that the directions, order, or instructions to which they relate are within the limitations of and authorized by the Contract. Where reference is made to specifications of A.S.T.M., AASHTO, Texas State Department of Highways and Public Transportation Standard Specifications, etc., it shall be construed to mean the latest standard or tentative standard in effect on the date of Bid.

Subcontractor: An individual, firm, or corporation having a contract with Contractor for the performance of a part of the Work, and any other individual, firm, or corporation with whom any Subcontractor has further subcontracted any part of the Work at any tier. Can also refer to a subconsultant as part of a consulting contract. The term Subcontractor does not include Design Professional or any person or entity hired directly by River Authority.

Substantial Completion: The Work (or a specified part thereof) has progressed to the point where, in the opinion of Project Manager as evidenced by the signed certificate of Substantial Completion issued by River Authority, it is sufficiently complete, in accordance with the Contract Documents, so that the Work (or specified part) can be utilized for the purposes for which it was intended; or if there be no such certificate issued, when final payment is due. The terms "Substantially Complete" and "Substantially Completed" as applied to any Work refer to Substantial Completion thereof.

Superintendent: The representative of the Contractor authorized to receive and fulfill instructions from the Project Representative/Inspector and who shall supervise and direct the construction.

Supplementary Conditions: Detailed instructions to the Contractor setting forth additional Contractor responsibilities of a special nature particular to an individual Project not covered elsewhere.

TCEQ: Texas Commission for Environmental Quality formerly the TNRCC - Texas Natural Resource Conservation Commission.

Test Method Tex. No. 113E: Texas Department of Transportation standard test number as outlined in the TxDOT Manual.

Value Engineering (VE): A discipline of engineering that studies the relative monetary values of various materials and construction techniques, including the initial cost, maintenance cost, energy usage, replacement cost, and…