Waller County, Texas

Invitation for Bid

Prairie View Water Plant #2 Generator Project for Waller County

GLO Contract No. 24-065-016-E173

BID 26-012

SUBMIT BIDS TO:

Waller County

County Judge’s Office

836 Austin Street, Suite 4300

Hempstead, TX 77445

Thursday, August 20, 2026

1:00 PM (CST)

ENVELOPE TO BE LABELED:

Bid 26-012

Generator Project

ALL BIDS MUST BE RECEIVED AND TIME/DATE STAMPED BY THE COUNTY JUDGE’S OFICE OF

WALLER COUNTY ON OR BEFORE THE SPECIFIED TIME/DATE STATED ABOVE.

BIDS RECEIVED AS REQUIRED WILL BE OPENED AND PUBLICLY READ AFTER DUE DATE.

BIDS RECEIVED AFTER THE SPECIFIED TIME WILL BE RETURNED UNOPENED.

Results will not be given by phone. Results will be provided to bidder in writing after Commissioners Court award.

Requests for information must be in writing and directed to Jaime Kovar, Purchasing Director, j.kovar@wallercounty.us

Vendor Responsibilities:

• Download and complete any addendums posted on the Waller County website.

• Submit response in accordance with requirements stated in the document.

• DO NOT submit responses via email, as they will not be accepted.

SUBMIT NO LATER THAN:

mailto:j.kovar@wallercounty.us

Waller County Bid 26-012

Invitation for Bid Page 1 of 5

Invitation for Bids

SECTION 1. GENERAL REQUIREMENTS

1.1 Entire Document: Read this entire document carefully. Follow all instructions. You are responsible for fulfilling all requirements and specifications. Be sure you understand them.

1.2 Applicability: General Requirements apply to all advertised Invitations for Bid; however, these may be superseded, in whole or in part, by the scope, special requirements, specifications, special specifications or other data contained herein.

1.3 Governing Law: Bidder is advised that these requirements shall be fully governed by the laws of the State of Texas and that Waller County may request and rely on advice, decisions and opinions of the Attorney General of Texas and the Waller County District Attorney concerning any portion of these requirements.

1.4 Bid Form Completion: Complete one (1) bid form, sign, and return with completed submittal to County Judge’s Office of Waller County. An authorized representative of the

Bidder must sign the Contract Sheet. The contract will be binding only when approved by the Waller County Commissioners Court, signed by the County Judge of Waller County and a purchase order authorizing the item(s) desired has been issued. The use of corrective fluid is not acceptable and may result in the disqualification of bid. If an error is made, the bidder must draw a line through the error and initial each change.

If an Excel pricing form is included and/or posted on the County’s website amongst this

Invitation for Bid, the vendor must download, complete, and save the Excel file (not a PDF of the Excel file) of the pricing form on a flash drive. The Excel file on the flash drive must be downloadable by the Purchasing Director in order to copy and paste the Bidder’s pricing to the County’s tabulation. The flash drive must be labeled and included in the same sealed envelope with the respondent’s completed Bid along with a printed copy of the pricing form completed by the vendor.

1.5 Bid Returns: Bidders must return a completed Bid Package in a sealed envelope to the

County Judge’s Office of Waller County, 836 Austin Street, Suite 4300, Hempstead, TX

77445, no later than 1:00 P.M. (CST) on the date specified. The Bid Package is the set of documents outlining the requirements and details of the Project that is provided by the

County to potential Bidders, and the complete, properly signed Bid. Late bids will not be accepted.

1.6 Addenda: No interpretation of the meaning of the drawings, specifications or other bid documents will be made to any bidder orally. All requests for such interpretations must be made in writing addressed to Jaime Kovar, Procurement Director by email at:

J.Kovar@wallercounty.us. Any and all interpretations and any supplemental instructions will be in the form of written addenda to the contract documents which will be posted on

Waller County’s website. Addenda will ONLY be issued by the Waller County

Procurement Director. It is the sole responsibility of each bidder to insure receipt of any and all addenda. All addenda issued will become part of the Contract Documents. Bidders must sign and include any and all issued addenda in the returned bid package. The deadline for submission of questions and/or clarification is no later than August 12, 2026, at

10:00 AM (CST). Requests received after the deadline will not be responded to due to the time constraints of this bid process.

mailto:%20J.Kovar@wallercounty.us mailto:%20J.Kovar@wallercounty.us

Invitation for Bid Page 2 of 5

1.7 References: All Bidders must submit, WITH BID, at least three (3) references from clients for whom a project similar to that specified herein has been successfully accomplished.

References must include clients’ name, contact person, and telephone number.

1.8 Bid Bond: All Bidders must submit, WITH BID, a cashier's check or certified check for at least five percent (5%) of the total bid price, payable to the order of Waller County, or a

Bid Bond in the same amount issued by a surety, acceptable to Waller County, authorized to do business in the State of Texas, as a guarantee that the Bidder will do the work described herein at the rates stated herein. The cashier's check or certified check submitted by an unsuccessful Bidder will be returned only after a written request to do so has been received by the Procurement Director.

1.9 Material Safety Data Sheets: Under the "Hazardous Communication Act", commonly known as the "Texas Right to Know Act", a Bidder must provide to Waller County and using departments, with each delivery, material safety data sheets, which are, applicable to hazardous substances defined in the Act. Bidders are obligated to maintain a current, updated file in Waller County. Failure of the Bidder to maintain such a file will be cause to reject any bid applying thereto.

1.10 Pricing: Prices for all goods and/or services shall be firm for the duration of the Contract and shall be stated on the bid sheet. The Bid submitted to the County shall be inclusive of all costs necessary to complete the Project. No price changes, additions, or subsequent qualifications will be honored during the course of the Contract, unless made in accordance with the Contract’s General Terms and Conditions. All prices must be written in ink or typewritten.

1.11 Term Contracts: If the Contract is intended to cover a specific time period, said time will be given in the specifications under Scope.

1.12 Recycled Materials: Pursuant to Texas Health and Safety Code § 361.426, Waller County encourages the use of products made of recycled materials and shall give preference in purchasing to products made of recycled materials if the products meet applicable specifications as to quantity and quality. Waller County will be the sole judge in determining product preference application.

1.13 Evaluation: Evaluation shall be used as a determinant as to which bid items or services are the most efficient and/or most economical for Waller County. It shall be based on all factors which have a bearing on price and performance of the items in the user environment. All

Bids are subject to tabulation by the Procurement Director and recommendation to Waller

County Commissioners Court. Compliance with all bid requirements, delivery, and needs of the using department are considerations in evaluating bids. Pricing is NOT the only criteria in determining the lowest responsible bidder, or for making a recommendation. The

Waller County Procurement Director reserves the right to contact any Bidder, at any time, to clarify, verify, or request information with regard to any Bid.

1.14 Disqualification of Bidder: Upon signing the Contract Sheet, a Bidder offering to provide supplies, materials, services, or equipment to Waller County certifies that the Bidder has not violated the antitrust laws of this state codified in section 15.01, et seq., Business &

Commerce Code, or the federal antitrust laws, and has not communicated directly or indirectly the bid made to any competitor or any other person engaged in such line of

Invitation for Bid Page 3 of 5 business. Any and all Bids may be rejected if Waller County believes that collusion exists among the Bidders. Bids in which the prices appear to be unbalanced may be rejected. If multiple Bids are submitted by a Bidder and after the Bids are opened, one of the Bids is withdrawn, the result will be that all of the Bids submitted by that Bidder will be withdrawn; however, nothing herein prohibits a vendor from submitting multiple Bids for different products or services.

1.15 Awards: Waller County reserves the right to award the Contract to the lowest responsible bidder in accordance with the laws of the State of Texas, to waive any formality or irregularity, to make awards to more than one Bidder, and to reject any or all Bids.

1.16 Contract Obligation: A Bid does not become binding upon the Bidder until it is accepted by official action of the Waller County Commissioners Court, and a Contract does not become binding on the County of the Bidders until it is approved by official action of the

Waller County Commissioners Court and executed by the County Judge or another person authorized by the Waller County Commissioners Court. Department heads are not authorized to sign agreements for Waller County. Binding agreements shall remain in effect until all products and/or services covered by this purchase have been satisfactorily delivered and accepted.

SECTION 2. PRE-BID CONFERENCE

2.1 Pre-Bid Conference: There is no pre-bid conference for this project.

SECTION 3. SCOPE

3.1 Scope:

It is the intent of Waller County to contract with one (1) vendor for all materials, supplies, equipment, tools, services, labor, and supervision necessary to furnish and install a new diesel standby generator at the existing water plant to provide backup power for critical water plant facilities during utility power outages. Location address is: 36132 Cameron Road, Prairie

View, TX 77446

The project will be financed with assistance from the General Land Office (GLO) under the

U.S. Department of Housing and Urban Development Community Development Block

Grant - Mitigation (CDBG-MIT) program and is subject to all applicable Federal and State laws and regulations. Attention is called to the fact that not less than, the federally determined prevailing Davis-Bacon and Related Acts wage rate, as issued by the Department of Labor and contained in the contract documents, must be paid on this project. In addition, the successful bidder must ensure that employees and applicants for employment are not discriminated against because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Adherence to the Waller County's Section 3 Policy is required for all contracts.

All contractors and subcontractors must be cleared (not suspended or debarred) prior to any formal action authorizing the award of a contract to the contractor. Minority Business

Enterprises, Small Business Enterprises, Women Business Enterprises, Veteran-Owned

Businesses, Section 3 Businesses, and labor surplus area firms are encouraged to submit bids.

Waller County reserves the right to reject any or all bids or to waive any informalities in the bidding. Bids may be held by Waller County for a period not to exceed 60 days from the date

Invitation for Bid Page 4 of 5 of the bid opening for the purpose of reviewing the bids prior to the contract award.

SECTION 4. ESTIMATED BUDGET AND PROJECT COMPLETION DATE

4.1 Estimated Budget: $369,000

4.2 Estimated Completion Date: Three hundred sixty-five (365) calendar days, beginning on the issuance date of the Notice to Proceed.

SECTION 5. ENCLOSURE

5.1 Enclosure #1: Specifications and Plans

SECTION 6. PRICING

6.1 Excel Bid Pricing Form: Bidders are required to obtain and complete the Excel Bid Pricing

Form on the Waller County website and return to County Judge’s Office, as stated in

Section 1.4 and 1.5.

SECTION 7. PERFORMANCE AND PAYMENT BONDS

7.1 Bonds Required: The Bidder must provide to the County a payment bond and performance bond, each in the amount of 100% of the total Contract Price. Bonds must be submitted to the Procurement Director within ten (10) calendar days after receipt of notification of bid award. Such bonds shall be executed by a solvent surety company duly authorized to do business and licensed in the State of Texas to issue surety bonds with a Best Rating of

A/VII or better. Waller County reserves the right to accept or reject any surety company proposed by the Contractor. In the event Waller County rejects the proposed surety company, the Contractor will be afforded five (5) additional days to submit the required bonds issued by a surety company acceptable to Waller County.

An attorney-in-fact or agent who signs a bid bond, performance bond, or payment bond must file with each bond a certified and effectively dated copy of his or her power of attorney or authority to act.

SECTION 8. REQUIRED FORMS

8.1 Required Forms: All Bidders are required to complete and return with their Bids the following forms:

a. Electronic Excel file of Pricing Form on flash drive and printed hard copy

b. Bidder’s Business Information Sheet

c. Contract Special Terms & Conditions

d. Contract Sheet

e. W-9 Form

f. Texas Ethics Commission Form 1295:

i. Effective January 1, 2016 all contracts executed by Commissioners Court, regardless of the dollar amount, will require completion of Form 1295

"Certificate of Interested Parties", as required by Texas Government Code

§2252.908. All vendors submitting a response to a formal Bid, RFP, SOQ or any contracts, contract amendments, renewals or change orders are

Invitation for Bid Page 5 of 5 required to complete the Form 1295 online through the State of Texas Ethics

Commission website. Please visit:

https://www.ethics.state.tx.us/filinginfo/1295/.

ii. On-line instructions:

a. Name of governmental entity is to read: Waller County, Texas.

b. Identification number used by the governmental entity is: B26-012.

c. Description is the title of the solicitation: Generator Project.

g. Federal Forms

SECTION 9. AWARD

9.1 Award: The contract will be awarded to the overall lowest responsible bidder.

https://www.ethics.state.tx.us/filinginfo/1295/

Bidder’s Business Information Sheet Page 1 of 1

Bidder’s Business Information Sheet

By submitting a Bid, Bidder is seeking to enter into a legal contract with the County. As such, a Bidder must be an individual or a legal business entity capable of entering into a binding contract. Bidders must completely and accurately provide the information requested below or your Bid may be deemed non-responsive.

Name of Company:

Type of Business (please check one):

□ Individual/Sole Proprietor

□ Corporation

□ Limited Liability Company

□ Partnership

□ Other

If other, please specify __________________________________________________________________

State of Incorporation (if applicable): _____________________________________________________

Federal Employer Identification Number: ________________________________________________

Principal Place of Business Address: _____________________________________________________

Name and Address for Notices to be Sent Under Contract General Terms and Conditions Section

18.19:

List any other names the Company uses, or is known by (dba, aka, etc.):

Company Name Date

Signature of Authorized Company Official Printed Name

Email address

Contract General Terms and Conditions Page 1 of 29

Contract General Terms and Conditions

TABLE OF CONTENTS

SECTION 1 – DEFINITIONS…………………………………………………………

SECTION 2 – CONTRACT DOCUMENTS……………………………………………...

SECTION 3 – PROJECT DURATION……………………………………………………

SECTION 4 – CONTRACTOR’S RESPONSBILITY FOR WORK……………………...

SECTION 5 – PREVAILING WAGES……………………………………………………

SECTION 6 – PAYMENT…………………………………

SECTION 7 – TRANSFER & ACCEPTANCE……………………………………

SECTION 8 – TERM, SUSPENSION OF WORK, & TERMINATION…………………

SECTION 9 – RIGHT TO ASSURANCE…………………………………………………

SECTION 10 – INSURANCE……………………………………………………………..

SECTION 11 – BONDS…………………………………………………………………...

SECTION 12 – INDEMNIFICATION…………………………………………………….

SECTION 13 – RECORDS & AUDITS…………………………………………………...

SECTION 14 – SILENCE OF SPECIFICATIONS………………………………………..

SECTION 15 – INDEPENDENT CONTRACTOR ……………………………………… 31

SECTION 16 – LIMIT OF APPROPRIATIONS………………………………………….

SECTION 17 – TEXAS REQUIRED CERTIFICATIONS……………………………….

SECTION 18 – MISCELLANEOUS………………………………………………………

GMISMISCELLANEOUS……………………………………………………….

Contract General Terms and Conditions Page 2 of 29

SECTION 1. DEFINTIONS

1.1 Addendum: Written instruments issued by Waller County which clarify, correct, or change the bidding requirements or the Contract Documents prior to the Due Date.

1.2 Authorized Representative: The Waller County Engineer.

1.3 Bid: A complete, properly signed response to an Invitation for Bid that, if accepted, would bind the Bidder to perform the resultant contract.

1.4 Bidder: A person, firm, or entity that submits a Bid in response to an Invitation for Bid.

1.5 Bid Documents: The advertisement or Invitation for Bids, Bid form, the Price Sheet, the

Contract Sheet, Specifications and Plans, the Special Terms and Conditions Form, the

Contract General Terms and Conditions, Bidder’s Business Information Sheet, Form, and

Addenda.

1.6 Calendar Day: Any day of the week, no days being excepted.

1.7 Construction Site: The area designated by the County where construction work on the

Project is carried out.

1.8 Contract: The binding legal agreement between the County and the Contractor. The

Contract represents the entire and integrated agreement between the County and the

Contractor for performance of the Work, as evidenced by the Contract Documents.

1.9 Contract Price: the moneys payable by the County to the Contractor for completion of the

Work in accordance with the Contract Documents.

1.10 Contract Sheet: the form provided in the Bid Documents.

1.11 Contract Time: The number of days allowed for completion of the Work as defined by the

Contract Sheet. When any period is referred to in days, it will be computed to exclude the first and last day of such period. A day of twenty-four hours measured from midnight to the next midnight will constitute a day.

1.12 Contractor: The individual, firm, corporation, or other business entity with whom the

County has entered into the Contract for the performance of the Work.

1.13 County: Waller County, Texas, a political subdivision of the State of Texas.

1.14 Design Engineer: Firm: Pape-Dawson

Houston, Texas

1.15 Design Engineer Representative: The authorized representative of the Design Engineer who may be assigned to the site or any part thereof.

1.16 Drawings: Those portions of the Contract Documents which are graphic representations of the scope, extent and character of the Work to be furnished and performed by Contractor, and which have been approved by the County. Drawings may include plans, elevations, sections, details, schedules, and diagrams. Shop Drawings are not included in the definitions of Drawings.

1.17 Due Date: The date and time specified for receipt of Bids.

Contract General Terms and Conditions Page 3 of 29

1.18 Final Completion: The point in time when the County determines that all Work has been completed and final payment to Contractor will be made in accordance with the Contract

Documents.

1.19 Invitation for Bid (“IFB”): A solicitation requesting pricing for a specified good or service which has been advertised for Bid in a newspaper.

1.20 Minor Change: A written change in the Work that is ordered by the Authorized

Representative, that does not change the Contract Price or Contract Time, and is consistent with the scope of the Contract.

1.21 Notice to Proceed: A written notice given by the Authorized Representative of the County to Contractor identifying the date on which the Work will commence, and on which

Contractor shall start to perform Contractor’s obligations under the Contract Documents.

1.22 Project: the Reconstruction of Adams Flat Road as specified in the Contract Documents.

1.23 Schedule of Values: an itemized list of each activity and all materials and labor required to complete the Project, and the corresponding values of each. When summed up, the

Schedule of Values shall equal the total Contract Price.

1.24 Shop Drawings: All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor as required by the Contract Documents.

1.25 Specifications and Plans: Those portions of the Contract Documents consisting of written technical descriptions as applied to the Work, which set forth to Contractor, in detail, the requirements which must be met by all materials, equipment, construction systems, standards, workmanship, equipment, and services in order to render a completed and useful project.

1.26 Subcontractor: An individual, firm, corporation, or other business entity having a direct contract with Contractor for the performance of a portion of the Work under the Contract.

1.27 Substantial Completion: The stage in the progress of the Work when the Work, or designated portion thereof, is sufficiently complete in accordance with the Contract

Documents so that the County can occupy or utilize the Work for its intended use, as evidenced by a Certificate of Substantial Completion approved by the County.

1.28 Superintendent: The representative of Contractor authorized in writing to receive and fulfill instructions from the Authorized Representative, and who shall supervise and direct construction of the Work.

1.29 Supplier: An individual or entity that furnishes materials or equipment to be incorporated in the Work by the Contractor or any Subcontractor.

1.30 Transfer Date: the date on which the care, custody, and control of the Project passes to

Waller County.

1.31 Work: The entire completed construction, or the various separately identifiable parts thereof, required to be furnished under the Contract Documents. It includes the procurement, delivery, and proper construction and/or installation of all materials, facilities, and associated appurtenances necessary to fulfill the winning Bidder’s obligations under the Contract, including the coordination and administration of all

Contract General Terms and Conditions Page 4 of 29 services necessary for the Contractor, its agents, and/or subcontractors to fulfill

Contractor’s obligations under the Contract.

SECTION 2. CONTRACT DOCUMENTS

2.1 The Contract Documents: The Contract Documents are composed of the following:

a. Contract Sheet

b. Invitation for Bid

c. Bid Form

d. Specifications and Plans

e. Contract Special Terms and Conditions, if any

f. Contract General Terms and Conditions

g. Bidder’s Business Information Sheet

h. Forms

2.2 Intent: The purpose of the Contract Documents is to include all information necessary for the proper execution and timely completion of the Work by Contractor. The Contractor will execute the Work described in and reasonably inferable from the Contract Documents as necessary to produce the results indicated by the Contract Documents. The Contract

Documents are complimentary, and what is required by one shall be as binding as if required by all.

2.3 Exclusion of Professional Services: Contractor shall neither perform nor provide professional services as defined by Texas Government Code Chapter 2254 under this

Contract.

2.4 Order of Precedence: In the event of a conflict between any of the Contract Documents, they shall be given precedence in the order provided in Section 2.1.

2.5 Interpretation: In the event of any dispute concerning the terms of the Contract Documents, the County’s interpretation shall govern.

SECTION 3. PROJECT DURATION

3.1 Project Timeline: Bidder agrees to complete all work required by the Contract Documents as indicated on the Contract Sheet after issuance of a purchase order by the County, and issuance of a Notice to Proceed by the Authorized Representative. The Contract Time will begin to run on the date the Notice to Proceed is issued.

3.2 Liquidated Damages: The Contractor or its surety shall be liable for liquidated damages for the failure of the Contractor to timely complete the Work or any portion thereof within the Contract Time. The Contractor shall pay the County one thousand five hundred dollars

($1,500) per day for each calendar day beyond the scheduled completion date specified herein, unless the contract time has been adjusted by a Change Order. If the Contractor pays liquidated damages to the County, the County will place the Contractor on one (1) year probation. The County will issue written notice to the Contractor of the probation, and the one (1) year probation period will begin to run on the date of issuance of the written notice. If the Contractor becomes responsible for liquidated damages on any other project

Contract General Terms and Conditions Page 5 of 29 during the probation period, the Contractor will be disqualified from any County work for a period of two (2) years, beginning on the issuance date of the written notice of the one

(1) year probation period.

SECTION 4. CONTRACTOR’S RESPONSIBILITY FOR WORK

4.1 Preconstruction Work: Contractor shall perform the following preconstruction work upon written request from the County:

a. Cause Contractor’s personnel to meet with the County and the Design Engineer to discuss the status of the Project;

b. Review drawings and specifications with the Design Engineer to determine the

Project’s compliance with applicable codes; and

c. Submit to the Road & Bridge Department a Schedule of Values for all of the

Work, subdivided into component parts in sufficient detail to serve as the basis for progress payments during construction. At a minimum, the Schedule of

Values must be broken out by trade and split between materials and labor. Prices will be deemed to include an appropriate amount of overhead and profit applicable to each item of Work. The Schedule of Values must be prepared in such form and supported by such data to substantiate its accuracy as the Road &

Bridge Department may require.

4.2 Construction Work: Contractor shall perform the following construction work:

a. All preparatory work at the Construction Site identified herein, including but not limited to: soil and concrete testing, demolition of improvements existing at the construction site, and any other actions necessary for construction to begin in compliance with all laws and regulations pertaining to the Project, including those related to archaeological and environmental requirements.

b. Construct and install the Project on the construction site in accordance with the

Contract Documents.

c. Furnish all materials, supplies, equipment, tools, labor, supervision, utilities, transportation, and other materials and services necessary to complete the Project.

4.3 Reporting and Resolving Discrepancies: If, during the performance of the Work, the

Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract

Documents or between the Contract Documents and any provisions of any such law or regulation applicable to the performance of the Work or of any such standard, specification, manual or code, or instructions of any Supplier, Contractor shall not proceed with the Work affected thereby until an amendment or supplement to the Contract Documents has been issued. The Contractor shall be liable to the County for failure to report any such conflict, error, ambiguity, or discrepancy of which Contractor knew or reasonable should have known.

4.4 Reporting Design Defects: The Contractor shall provide written disclosure to the County if the Contractor learns of a defect, inaccuracy, inadequacy, or insufficiency in the Contract

Documents, plans, specifications, or other design documents that the Contractor discovers, or reasonably should have discovered by the use of ordinary diligence. The Contractor shall provide written disclosure within a reasonable time of learning of the defect, but not later

Contract General Terms and Conditions Page 6 of 29 than two (2) days after the discovery. Contractor shall not proceed with the Work affected thereby until instructed in writing by the Authorized Representative. If the Contractor fails to disclose a defect under this section of which the Contractor knew or reasonably should have known, the Contractor shall be liable to the County for the consequences of the defect(s) that result from the failure to disclose.

4.5 Minor Changes in the Work: Waller County acknowledges that in order to accomplish the efficient completion of the Project within the Contract Time, the Contractor may submit requests for Minor Changes in writing to the Authorized Representative in stages for approval or consent. Upon any request for a Minor Change submitted by the Contractor for review and approval, the Authorized Representative shall review the same, and shall diligently and promptly give the Contractor written notice of the Authorized

Representative’s approval or disapproval. The written approval or disapproval will be provided to the Contractor no later than fourteen (14) calendar days after receipt of the written request for Minor Change . If disapproved, the Authorized Representative’s written decision shall set forth in detail all reasons for the disapproval. The Authorized

Representative’s right to disapprove any Minor Change shall be limited to the elements that: (a) do not conform substantially to matters previously approved, (b) have not been previously presented and approved, and that the Contractor fails to demonstrate is reasonably necessary for completion of the Project, or (c) are violations of this Contract or applicable laws and regulations.

4.6 Change Orders: A Change Order is required for all changes in the Project that require (a) an adjustment in the Contract Price, (b) an adjustment in the Contract Time, or (c) a material change in the overall scope or function of the Project. Change Orders may only be approved by the Waller County Commissioners Court. A Change Order must be approved before Contractor commences such change. Such procedure shall be the exclusive means to effect such changes in the Project.

a. If at any time Waller County desires to make any change in the Project requiring the issuance of a Change Order, Waller County will provide the Contractor with a written notice describing the change. Within a reasonable period of time after receiving such notice, the Contractor shall provide Waller County with a Change

Order that describes the proposed change, and proposes changes, if any, to the

Contract Price, the Schedule of Values, and the final completion date. Once the

Contractor has provided a Change Order, the County will provide a written approval or disapproval of the Change Order not later than the 28th calendar day after receipt of the proposed Change Order. Upon approval of the Change Order, the Contractor shall perform the work in accordance with such Change Order. All work performed pursuant to a Change Order shall be performed in accordance with the terms of this Contract.

b. No action, acquiescence, or inaction by Waller County or any representative of

Waller County shall be construed to be a waiver of requirements set forth in this

Contract in regard to Change Orders, or as a ratification of a violation of such requirements. All acts in violation of this provision shall be considered void.

Contract General Terms and Conditions Page 7 of 29

c. A Change Order is only effective if it is approved by the Waller County

Commissioners Court, and signed by an authorized representative of both the

County and the Contractor.

d. The Contract Price and the Schedule of Values shall be adjusted only as a result of a Change Order requiring such adjustment. Any extra work performed without a proper Change Order shall be considered voluntary and not subject to additional compensation.

4.7 Review and Approval of Changes: If the County disapproves of a Minor Change or Change

Order, the Contractor shall have the right to alter such Minor Change or proposed Change

Order to the satisfaction of the County, and resubmit the matter for evaluation. Any resubmission shall be subject to review and approval by the County.

a. The County and the Contractor shall attempt in good faith to resolve any disputes concerning a Minor Change or Change Order expeditiously, so as not to delay the completion of the Project in accordance with this Contract.

b. Waller County recognizes the importance of expeditious action upon all matters submitted to the County for review and approval, and of expeditious response to those aspects of the Project which require approval of governmental authorities having jurisdiction thereover. Waller County shall exercise its rights of review and approval hereunder with due diligence, reasonableness, and good faith. The

County shall use its reasonable efforts to expedite any required review of the

Project or other matters by any governmental authority.

4.8 Site Access: Prior to the Transfer Date, the County and the Contractor shall have uninterrupted access to the construction site. Subsequent to the Transfer Date, Waller

County will permit the Contractor, the Design Engineer, and their representatives and subcontractors to enter upon the Project at times reasonably necessary to complete the punch list items.

4.9 Applicable Laws and Regulations: Contractor shall perform its obligations pursuant to this

Contract in accordance with all applicable federal, state, and local statutes, ordinances laws, regulations, and executive, administrative and judicial orders. The Contractor may be entitled to an extension of time if changes in said applicable laws and regulations cause any delay in the performance of the Contractor’s obligations under this Contract.

4.10 Environmental Regulations: Contractor shall plan and execute its operations in compliance with all applicable Federal, state, and local laws and regulations concerning control and abatement of water pollution and prevention and control of air pollution.

4.11 Material Safety Data Sheets: Contractor shall be responsible for providing and coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the site in accordance with laws and regulations.

4.12 Permits: Contractor shall obtain, possess, and pay for all permits, licenses, and fees required to complete the Project. The permits shall be in the name of Waller County.

4.13 Familiarity with Project: The Contractor represents and agrees that it is thoroughly familiar with all phases of the Project, all matters and conditions that may affect the construction

Contract General Terms and Conditions Page 8 of 29 and successful completion of the Project, and had the opportunity to conduct any and all additional inquiry, tests, and investigations that it deemed necessary and proper. Contractor further certifies that it has: (a) visited and examined the construction site, the obstacles thereon, if any, and observed all conditions that may affect the Project (b) determined the nature and location of the Project, (c) understands the general and local conditions which affect the Project, and (d) investigated the labor and materials market as they are relevant to the Project. Contractor represents and agrees that it is able to successfully complete the

Project for the Contract Price.

4.14 Contractor: Contractor specifically represents that is has carefully examined the plans, the geotechnical report, if any, and the site of the proposed Work and is thoroughly familiar with all of the conditions surrounding construction of the Project, having had the opportunity to conduct any and all additional inquiry, tests, and investigation that he or she deems necessary and proper. The Contractor acknowledges the receipt of the geotechnical report, if any, and agrees that the report, while it is an accurate record of the geotechnical conditions at the boring locations, is not a guarantee of specific site conditions which may vary between boring locations.

4.15 Duty to Notify of Unforeseen Conditions: The Contractor must notify the County in writing as soon as reasonably possible, but no later than three (3) calendar days, if unforeseen conditions are encountered at the site which are i) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents, or ii) unknown physical conditions of an unusual nature, that differ materially from those normally encountered in the type of work being performed under this Contract. Contractor may not disturb the conditions until the County conducts an investigation. The Authorized

Representative and the Design Engineer will promptly investigate such conditions. If it is determined that such conditions differ materially and cause an increase or decrease in the

Contractor’s cost of or time required for performance of any part of the Work, the

Authorized Representative will recommend an equitable adjustment in the Contract Price, Contract Time, or both. If it determined that such conditions are not materially different from those indicated in the Contract Documents, the Authorized Representative will notify the Contractor in writing of such findings, and the Contract will not be adjusted.

4.16 Contractor’s General Warranty: The Contractor warrants and guarantees to the County that all work performed on the Project will conform to the Contract Documents, be performed in a good and workmanlike manner in accordance with the Contract Documents, and will not be defective. The Contractor shall promptly correct defective work and damage that results from the Contractor’s failure to exercise reasonable care in performing the Work, or from the Contractor’s failure to perform the Work in a good and workmanlike manner.

The Contractor shall use qualified, careful, and efficient contractors, subcontractors, employees, and workers in conformity with the provisions of this Contract. This Section

4.16 shall survive the termination or expiration of the Contract.

4.17 Contractor’s Guarantee: The Contractor warrants and guarantees to the County that: (a) the

Contractor possesses the skill and knowledge ordinarily possessed by well-informed members of its trade or profession, (b) the Contractor will use its best efforts to ensure that the services provided under this Contract are performed, delivered, and conducted in accordance with the best professional standards and in accordance with industry standards, and (c) the Contractor is fully experienced and properly qualified, equipped, organized and

Contract General Terms and Conditions Page 9 of 29 financed to successfully complete the Project. The services and materials provided by the

Contractor to Waller County will conform to the representations contained in this Contract, including all attachments, schedules, and exhibits.

4.18 No Limitation on Implied Warranties: The Contractor shall not limit or exclude any implied warranties, and shall extend such warranties for the goods or services provided under this

Contract.

4.19 Work Performed Contrary to Law or Regulations: If Contractor performs any Work knowing or having reason to know that it is contrary to laws or regulations, the Contractor shall bear all claims, costs, losses, and damages arising therefrom.

4.20 Warranties and Guarantees Cumulative: The Contractor’s warranties and guarantees shall be cumulative, deemed consistent and not in conflict, are intended to be given full force and effect, and are to be interpreted expansively to give the County the broadest warranty protection. The Contractor’s obligation to perform and complete the Work in a good and workmanlike manner in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the

Contract Documents or a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents:

a. Observations by County or the Design Engineer, or any of their officials, officers, representatives, employees, or agents;

b. Recommendation of any payment by County, or any of its officials, officers, representatives, employees, or agents;

c. The issuance of a certificate of Substantial Completion or any payment by the

County to the Contractor under the Contract Documents;

d. Use or occupancy of the Project or any part thereof by the County or the public;

e. Any acceptance by the County, or failure to do so;

f. Any review of a Shop Drawing or sample submittal;

g. Any inspection, test, or approval by other; or

h. Any correction by the County of defective work.

4.21 Contractor's Personnel. Contractor shall maintain a work force adequate to accomplish the

Work within the Contract Time. Contractor shall employ only competent, orderly, personnel for the Project that are skilled in the performance of the type of Work required under this Contract.

4.22 Contractor’s Supervision: Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract

Documents. The Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. Contractor shall be responsible to see that the completed Work complies accurately with the Contract Documents.

4.23 Contractor’s Superintendent: Beginning on the execution of the Contract, and continuing until Final Completion, the Contractor shall identify and maintain a competent and

Contract General Terms and Conditions Page 10 of 29 qualified superintendent who shall be authorized to act on behalf of the Contractor and with whom Waller County may consult at all reasonable times. The superintendent must be an employee of the Contractor, unless such requirement is waived in writing by the

Authorized Representative. The superintendent shall not be transferred from the Project without the County's consent, which shall not be unreasonably withheld or delayed.

Notwithstanding the foregoing, the superintendent is not required to be assigned solely to the Project, and shall be entitled to spend reasonable time working on matters unrelated to the Project, so long as such work on other matters does not render the superintendent unavailable to the Project or to Waller County. If the superintendent is transferred from the

Project, Waller County shall have the right to approve the replacement superintendent. The

County’s approval shall not be unreasonably withheld or delayed. The Contractor shall replace the superintendent upon the County’s request in the event that the superintendent is unable to perform to the County’s satisfaction.

4.24 Effect of Obligation: The obligation to maintain the superintendent and work force shall not be construed to: (a) preclude the promotion of any of Contractor’s employees assigned to the Project, or (b) give rise to any liability of the Contractor in the event an employee assigned to the Project leaves the Contractor's employment, or (c) imply that the County has an employer/employee relationship with Contractor, or any of its employees .

4.25 Wages: Contractor shall pay workers on the Project in accordance with Section 15, and not less than the wage rates, including fringe benefits, as published by the Department of Labor for Building Construction and Heavy and Highway Trades, as applicable.

4.26 Subcontractors: The Contractor shall not employ any Subcontractor, Supplier, or other person or organization, whether initially or as a substitute, against whom the County may have a reasonable objection. Contractor shall not substitute any Subcontractor, person, or organization that has been accepted by the County, unless the substitute has been accepted in writing by the County. No acceptance by the County of any Subcontractor, Supplier, or other person or organization shall constitute a waiver of any right of the County to reject defective work. Contractor shall provide County with a complete list of any Subcontractors it intends to use on the Project. In the event that Subcontractors are used on the Project, the

Subcontractor must agree to be bound by the terms of this Contract.

4.27 Responsibility for Subcontractors: The Contractor shall be fully responsible to the County for all acts and omissions of the Subcontractors, Suppliers, and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with Contractor just as Contractor is responsible for the Contractor’s own acts and omissions. Nothing in the Contract Documents shall create for the benefit of any such

Subcontractor, Supplier, or other person or organization any contractual relationship between the County and any such Subcontractor, Supplier, or other person or organization, nor shall it create any obligation on the part of the County to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other person or organization except as may otherwise be required by laws and regulations.

4.28 Construction Site Order: The Contractor shall at all times maintain good discipline and order on the construction site. If Contractor becomes aware that any employee, subcontractor, or subcontractor’s employee is incompetent, disorderly, abusive, disobedient, has knowingly violated safety regulations, has possessed any firearm in

Contract General Terms and Conditions Page 11 of 29 contravention of applicable Texas law, has possessed or was under the influence of alcohol or drugs on the job, or has violated any federal, state, or local law, rule, or ordinance.

Contractor shall immediately remove such worker or representative, including an officer or owner of Contractor or any Subcontractor from performing work on the Project, and may not subsequently allow such worker or representative at the construction site without the County’s written consent. Contractor, the Design Engineer, Subcontractors, and workers or employees shall comply with all applicable health, safety, and loss prevention rules of applicable governmental authorities. The Contractor shall at all times enforce strict discipline and good order among its employees and workers, and shall not employ on the

Project any unfit person or anyone not skilled in the work assigned to him. Waller County may, upon thirty (30) days written notice to the Contractor and without cause, require the removal of any individual from performing work on the Project.

4.29 Construction Site Conditions: Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the site and land and areas identified by the Designated Representative, and other land and areas permitted by laws and regulations, right-of-way, permits, and easements. Contractor shall not unreasonably encumber the premises with construction equipment or other materials or equipment.

Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas, resulting from the performance of the Work. During the progress of the Work, and on a daily basis, Contractor shall keep the premises free from accumulations of waste materials, rubbish, and other debris resulting from the Work. At the completion of the Work, Contractor shall remove all waste materials, rubbish, and debris from and about the premises, as well as all tools, appliances, construction equipment and machinery, and surplus materials. Contractor shall leave the site clean and ready for use by County at Substantial Completion of the Work.

Contractor shall restore to original condition all property not designated for alteration by the Contract Documents. If the Contractor fails to clean up at the completion of the Work, the County may do so, and charge the cost thereof to the Contractor.

4.30 Inspection: The Project and all parts thereof shall be subject to inspection from time to time by inspectors designated by Waller County. No such inspections shall relieve the

Contractor of any of its obligations hereunder. Neither failure to inspect, nor failure to discover defects or reject any of the work as not in accordance with the Contract

Documents shall be construed to imply an acceptance of such work or to relieve the

Contractor of any of its obligations hereunder. Waller County agrees that its right of inspection shall be used reasonably and in a timely manner so as not to delay orderly completion of the Project.

4.31 Safety: The Contractor shall be responsible for initiating, maintain, and supervising all safety precautions and programs in connection with performing work on the Project. The

Contractor shall comply with all applicable laws and regulations of any public body having jurisdiction for the safety of persons or property, or to protect them from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection.

The Contractor shall comply with all federal, state, and local occupational hazard and safety standards, codes and regulations applicable in the jurisdiction where the Project is located. The Contractor shall include the substance of this clause in its entirety in all subcontracts for any work to be performed at the construction site.

Contract General Terms and Conditions Page 12 of 29

4.32 Responsibility for Property: Contractor shall notify owners of adjacent property and of underground facilities, and utility owners when performance of work on the Project may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property.