GENERAL CONDITIONS

ADOPTED 08/04/2025

HARRIS COUNTY

FOR

BUILDING CONSTRUCTION AND RELATED WORK

ROADS, BRIDGES AND RELATED WORK

DATED: August 4, 2025

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TABLE OF CONTENTS

Page

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

GENERAL CONDITIONS

1. DEFINITION OF TERMS

1.1 Defined Terms

1.2 Terminology

2. PRELIMINARY MATTERS

2.1 Delivery of Contract

2.2 Bonds

2.3 Evidence of Insurance

2.4 Contractor’s Failure to Perform

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

2.6 Subcontractor Mobilization Meeting

2.7 Authority of Engineer/Architect

2.8 Mobilization

2.9 Contractor Daily

2.10 Work Submittal / County Daily Report

3. PAYMENTS

3.1 Calculating the Contract Price

3.2 Periodic Payments

3.3 Acceptance and Final Payment

3.4 Auditor’s Certification of Funds

4. SCHEDULE AND COMPLETION

4.1 Prosecution of the Work

4.2 Project Schedule

4.3 Time for Completion and Liquidated Damages

4.4 Contractor’s Responsibility for Work

4.5 Partial Utilization

4.6 Substantial and Final Completion and Acceptance of Work

5. CHANGES ORDERS

5.1 Change Order Terms

6. DEFECTIVE WORK AND WARRANTIES

6.1 Repair of Defective Work Before Substantial Completion

6.2 Warranty and Guaranty of Work After Substantial Completion

7. CONTRACTOR’S EXAMINATION OF PROJECT REQUIREMENTS; INTENT

7.1 Contractor Warranties Concerning Investigation of the Project Requirements

7.2 Contractor Waiver of Claims

7.3 Intent of Contract

7.4 Reference Standards

7.5 Reporting and Resolving Discrepancies; Order of Precedence

7.6 Amending and Supplementing Contract

7.7 Reuse of Documents

8. INDEMNIFICATION; INSURANCE

8.1 Indemnification

8.2 Insurance

9. REGULATORY REQUIREMENTS; CONTRACTOR RESPONSIBILITIES

9.1 Self-Performance

9.2 Laws to be Observed

9.3 Permits and Licenses

9.4 Taxes

9.5 Public Convenience

9.6 Safety

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9.7 Sanitary Provisions

9.8 Environmental Protection

9.9 Cultural Artifacts

9.10 County Field Office and Restroom

9.11 Cooperation of Contractor; Contractor’s Field Superintendent

9.12 Character of Workmen and Equipment

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

9.14 Labor

9.15 Subcontractors

9.16 Progress Meetings

9.17 Submittals

9.18 Shop Drawings and Sample Submittal Procedures

9.19 As-Built Drawings

9.20 Surveying and Reference Points; Layout of Work

9.21 Separate Contracts and Cooperation

9.22 Work Site

9.23 Utility Usage

9.24 Preservation and Restoration of Property

9.25 Relations with County Officials and Employees

9.26 Emergencies

10. MATERIALS; INSPECTION

10.1 Access to Work

10.2 Materials and Workmanship

10.3 Patented Devices, Materials and Processes

10.4 Inspections

10.5 Material Testing

10.6 Materials Provided by County

10.7 Requests for Substitutions

11. SUBSURFACE AND PHYSICAL CONDITIONS; UTILITIES

11.1 Soils Investigations

11.2 Underground Facilities

11.3 Trenches

12. TERMINATION

12.1 Suspension and Termination of the Work

13. DISPUTE RESOLUTION

13.1 Claims and Disputes

13.2 Subcontractor Pass-Through

13.3 Continuation of Work During Claim or Dispute

14. ADDITIONAL TERMS

14.1 Entire Agreement

14.2 Severability

14.3 No Waiver

14.4 Nondiscrimination

14.5 Notice

14.6 Limitations on County’s Responsibilities

14.7 Cumulative Remedies

14.8 Survival of Obligations

14.9 Controlling Law

14.10 No Third Party Beneficiaries

14.11 Headings

14.12 Right to Audit

14.13 Assignment

14.14 All Legal Provisions Included

14.15 Immunity

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

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– 1 – DEFINITION OF TERMS

1. DEFINITION OF TERMS

1.1 Defined Terms.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.1.40 Holiday – The Holidays established by the Commissioners Court.

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

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

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

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

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

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

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

1.1.48 Parties – Means County and Contractor.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.2 Terminology.

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

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

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

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

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

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

2. PRELIMINARY MATTERS

2.1 Delivery of Contract.

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

2.2 Bonds.

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

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

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

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

2.3 Evidence of Insurance.

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

2.4 Contractor’s Failure to Perform.

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

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

Project Communication.

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

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

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

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

2.6 Subcontractor Mobilization Meeting.

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

2.7 Authority of Engineer/Architect.

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

2.8 Mobilization.

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

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

2.9 Contractor Daily Work Submittal / County Daily Report.

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

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3. PAYMENTS

3.1 Calculating the Contract Price.

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

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

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

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

3.2 Periodic Payments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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is unwilling to finish the Work for the Contract Price; (v) damage to the Site, the Work, or another contractor or a third party to the extent caused by Contractor or those under its control; (vi) amounts that may be due County for claims against Contractor; (vii) failure of Contractor to provide updates on the Project Schedule as required herein;

(viii) payment of site cleanup costs should Contractor fail to respond to written notice regarding cleanup of site; (ix) failure of Contractor to comply with material provisions of the Contract; and (x) liquidated damages.

3.3 Acceptance and Final Payment.

County Authorized Representative shall, as soon as practicable after Contractor’s completion of the Work under the Contract, as verified by County Authorized Representative, make a final estimate of the amount due Contractor under the provisions of the Contract for final payment and submit same to the Commissioners Court and Contractor. Upon receipt of the estimate, Contractor shall have 30 Days to review and resolve any disputes it may have regarding the estimated amount of final payment determined by County Authorized Representative. If Contractor does not dispute the amount for the final payment or fails to provide adequate substantiation for an increased amount within such 30-Day period, or such longer period of time to which the Parties agree in writing, the amount estimated by County Authorized Representative shall become the binding amount of final payment. Within 30 days after approval of the final payment amount by Commissioners Court and County Auditor, County shall pay Contractor the final payment. Approval of the final payment amount by the Commissioners Court and County Auditor is a condition precedent to County’s obligation to make final payment. All prior partial estimates and payments shall be subject to correction in such final estimate and payment. No payment, whether periodic or final, or approval or acceptance or issuance of a Certificate if Substantial Completion by County shall be construed to be an approval or acceptance of any Defective Work or improper materials, or a release of Contractor from any contractual obligation or claim for damages by County. As a condition to final payment, Contractor shall certify under oath that it has paid all labor, materials, equipment and supplies furnished for the Project to Contractor by all persons and firms in the performance of the Contract, or will pay identified charges from the proceeds of final payment. Final Payment shall include payment of retainage subject to the County’s rights to withhold payment under this Contract and the law.

3.4 Auditor’s Certification of Funds.

The laws governing the award of contracts by County require the approval of County Auditor and that County Auditor certify that funds are, or will be, available for the payment of the obligations created thereunder before such contracts become effective. Despite any provisions in the Contract to the contrary, no change or addition of any character in the Contract that will increase the obligations of County, or the amount to be paid by County, shall ever be binding on County unless and until such changes or additions have been submitted to County Auditor and County Auditor certifies that funds are, or will be, available for the payment of such obligation.

4. SCHEDULE AND COMPLETION

4.1 Prosecution of the Work.

Contractor shall notify County Authorized Representative at least 48 hours before beginning or restarting the Work. Contractor shall start the Work at any part of the Project designated by County Authorized Representative and shall prosecute the Work at as many different points as County Authorized Representative shall direct. Contractor is solely responsible for the means and methods utilized to perform the Work. In no case shall Contractor’s means and methods deviate from Good Industry Practices or the Contract.

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4.2 Project Schedule.

4.2.1 General Requirements.

4.2.1.1 Preliminary Schedule. At the preconstruction conference, Contractor shall provide a preliminary bar-type schedule to County demonstrating the sequence of Work and Contract milestone dates for the Project necessary to timely completion of the Work in the Contract Time.

4.2.1.2 Projects $25,000 to $500,000. For projects where the Contract Price does not exceed $500,000, the Project Schedule shall be a bar-type schedule and shall be of sufficient detail as determined by County Authorized Representative to show construction sequence for different items of Work and completion of the Work in the Contract Time. Contractor shall deliver the Project Schedule and all updates to County in both paper and native electronic form. Contractor shall submit the Project Schedule within seven Days after the Notice to Proceed.

4.2.1.3 Projects over $500,000. For projects where the Contract Price is greater than $500,000, the Project Schedule shall be prepared in a Critical Path Method (“CPM”) format and in an electronic scheduling program acceptable to County Authorized Representative. Contractor shall deliver the Project Schedule and all updates to County in both paper and native electronic form. The electronic versions of the schedule shall include all information used to prepare the schedule along with all information requested by County Authorized Representative. Contractor shall submit the Project Schedule within 14 Days after the Notice to Proceed.

4.2.2 Schedule. The receipt or approval of any schedules by County Authorized Representative shall not in any way relieve Contractor of its obligations under the Contract including, without limitation, complying with the Contract Time. Contractor is fully responsible for providing any and all staffing and resources at levels that assure good quality and timely completion of the Work in full accordance with the Contract.

Contractor’s failure to incorporate all elements of Work required for the performance of the Contract or any inaccuracy in the Project Schedule shall not excuse Contractor from performing all Work required for a completed Project within the Contract Time. If the required Project Schedule is not received by the time the first payment under the Contract is due, in County’s discretion, Contractor shall not be paid until the Project Schedule is received, reviewed, and accepted by County.

4.2.3 CPM Project Schedule Contents. The CPM schedule provided by Contractor shall comply with the following requirements:

4.2.3.1 The Project Schedule shall indicate the beginning and completion dates of all phases of construction; critical path for all critical, sequential time related activities; and “float time” for all “slack” or “gaps” in the non-critical activities. In the event of a delay in the Project Schedule, any available float time at the time of the delay may be allocated to the party experiencing the delay as needed to mitigate the delay, at County Authorized Representative’s sole discretion. To the extent Contractor intends to use float, Contractor shall notify County Authorized Representative of the delay and the need to use float time within 72 hours of the delay. In the absence of a notification by Contractor, the County owns the float.

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4.2.3.2 The Project Schedule shall show a breakdown of Work into activities and relationships to the extent required to effectively manage the Work. The Project Schedule shall show the division of the Work into activities and specify the progression from the Notice to Proceed to the end of the Contract Time. The Project Schedule shall clearly identify all staffing and other resources that in Contractor’s reasonable judgment are needed to complete the Work within the Contract Time. The Project Schedule shall clearly state the number of staff to be used on each daily segment of the Work.

4.2.3.3 The Project Schedule shall include appropriate time allowances and constraints for submittals, items of interface with Work performed by others, and specified construction, start-up and performance tests.

4.2.3.4 Project Schedules indicating early or late completion shall not modify or have any effect on the Contract Time, regardless of whether the Project Schedules are reviewed and/or accepted by Engineer/Architect or County Authorized Representative. For purposes of determining liquidated damages, the Contract Time shall control and may only be altered by a duly authorized Change Order.

4.2.4 Project Schedule Updates. Contractor shall continuously update its Project Schedule.

Contractor shall submit an updated and accurate Project Schedule to County with each progress payment request. County may withhold progress payments or other amounts due under the Contract if Contractor fails to submit an updated and accurate Project Schedule. Upon Engineer/Architect’s or County Authorized Representative’s request, Contractor shall submit any Project Schedule or updates to Engineer/Architect and County Authorized Representative in the native electronic format of the software used to create the Project Schedule. Contractor shall also submit schedules showing a two week detailed look-ahead at weekly (or bi-weekly, as the case may be) meetings conducted with County.

4.2.5 Acceptance. Acceptance of the schedules by County or Engineer/Architect will not impose any responsibility on County or Engineer/Architect for accuracy, for sequencing, scheduling, or progress of the Work, or compliance with the Contract.

Acceptance will not interfere with or relieve Contractor from Contractor’s full responsibility for the Project Schedule and Contract Time.

4.2.6 Recovery Schedule.

4.2.6.1 Should any of the following conditions exist, County may, but is not obligated to, require Contractor to prepare a plan of action and a recovery schedule for completing the Work and achieving all contractual milestones within the Contract Time, which shall be carried out at no additional cost to County:

a. Contractor’s progress report indicates delays that are, in the opinion of County, of sufficient magnitude that Contractor is unlikely to complete the Work within the Contract Time; or

b. The Project Schedule shows Contractor to be fifteen Days or…