Contract Documents (2).pdf

CONTRACT DOCUMENTS AND TECHNICAL SPECIFICATIONS

FOR

CONSTRUCTION OF RIVER RANCH PARK

FOR

RIVER RANCH ONE INVESTMENTS, LTD.

ON BEHALF OF

RIVER RANCH IMPROVEMENT DISTRICT

IN

CITY OF DAYTON, ETJ, LIBERTY COUNTY, TEXAS

TABLE OF CONTENTS

Page No.

BIDDING REQUIREMENTS

Invitation to Bidders ................................................................................................... A-1

Instruction to Bidders................................................................................................. A-2

CONDITIONS OF THE CONTRACT

General Conditions of the Contract ........................................................................... GC-1

Special Conditions of the Contract ............................................................................. SC-1

Affidavit of Impact Day Request ................................................................................ AF-1

Labor Classification and Prevailing Wage Rates......................................................... PW-1

Standard Form of Agreement .................................................................................... SFA-1

Performance Bond ..................................................................................................... PF-1

Payment Bond ............................................................................................................ PB-4

Maintenance Bond ..................................................................................................... MB-1

A-1

INVITATION TO BID

Sealed bids in addressed to River Ranch One Investments, Ltd. on behalf of River Ranch Improvement District will be received electronically until 10 a.m., August 18, 2026, and then publicly opened and read for furnishing all plant, labor, material, and equipment and performing all work required for the “River Ranch Park for River Ranch

One Investments, Ltd. on behalf of River Ranch Improvement District, City of Dayton, Liberty County, Texas.”

The bids will only be received electronically bid through CivcastUSA. The electronic bids will be publicly opened and read on the conference call. Bids will not be accepted by email.

Bids will be read aloud at the time bids are due via teleconference call. The number for this call is: 1-832-856-

3756 Enter access code 702-349-734# when prompted.

Scope of Work of the Contract includes Construction of waterline, sanitary sewer, drainage, and paving facilities, irrigation systems, landscape and hardscape improvements.

Bids received after the closing time will not be considered. A NON-MANDATORY pre-bid conference will be held on

August 11, 2026, at 10 a.m., Local Time, via teleconference call. The number for this call is: 1-832-856-3756. Enter access code 469-183-775# when prompted.

For contracts over $250,000, the bidder shall submit either a two percent (2%) certified or cashier's check or a five percent (5%) bid bond of the maximum total bid amount. Make the cashier's check or bid bonds payable to the

Owner.

Specifications and bidding documents are available at www.civcastusa.com. Said documents can be examined without charge in the office of Quiddity Engineering, LLC. Construction Division, 1575 Sawdust Rd Suite 400, The

Woodlands, TX 77380.

The Owner reserves the right to reject any or all bids and waive any or all irregularities. No bid may be withdrawn until the expiration of 90 calendar days from the date bids are open.

The requirements of Subchapter J, Chapter 552, Government Code, may apply to this Contract and the

Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter.

ATTENTION: Pursuant to Texas Government Code § 2252.908, unless you are a publicly traded entity or a wholly owned subsidiary of same, you must be able to provide River Ranch Improvement District (the "District") with printed and signed copies of a completed disclosure of interested parties form (Form 1295) and a certificate of filing at the time of the District's execution of the contract. Failure to do so will result in the District's inability to execute the contract. To complete the disclosure of interested parties form, or for further information, please visit the Texas Ethics Commission's website at https://www.ethics.state.tx.us.

A - 2

INSTRUCTION TO BIDDERS

1.0 INVITATION

a. The Work. Bids are invited on a general contract for Construction of River Ranch Park.

b. The Owner.

River Ranch One Investments, Ltd.

on behalf of River Ranch Improvement District

2450 Fondren, Suite 210

Houston, Texas 77063

Attention: Mr. Harrison Bibb

c. Civil Engineer.

Quiddity Engineering, LLC.

1575 Sawdust Road, Suite 400

The Woodlands, Texas 77380

Attention: Mr. Chip D. Noser, PE, RPLS

713-777-5337

d. Irrigation.

M2M Irrigation Design

1718 Manderly Drive

Katy, Texas 77401

Attention: Mr. Tyler Mueller

713-702-1270

e. Hardscape and Landscape.

Andreasen Design LLC

3711 Underwood Street

Houston, Texas 77025

Attention: Mr. Scott Andreasen

813-245-2246

2.0 RECEIPT OF BIDS

a. Sealed bids will be received until 10:00 a.m., Tuesday, August 18, 2026, electronically, via the project page on CivcastUSA.

b. Bids received after this time will not be opened.

c. A NON-MANDATORY pre-bid conference will be held on Tuesday, August 11, 2026, at 10:00 a.m., Local

Time, via teleconference.

d. Bid opening will be held immediately after the time for receipt of bids has expired.

e. Bids will be opened publicly and read aloud. All interested parties are invited to attend.

3.0 BIDDING DOCUMENTS

a. Bidding documents include all documents available during the bidding period, including the instruction to bidders, contract forms, conditions of the contract, specifications, drawings and addenda, if any.

A - 3

b. Bidders may purchase copies of the bidding documents at www.civcastusa.com.

4.0 SEPARATED CONTRACT PROVISIONS

a. Contractor must abide by all state and local laws regulating sales tax exemption for work being performed for tax exempt entities. Provisions are provided in Section 5.03 of the Special Conditions.

b. Contractor is responsible for obtaining all permits required by the work at no additional cost to the

Owner, except as may specifically be exempted in the Special Conditions.

5.0 EXAMINATION

a. Bidder shall carefully examine the bidding documents and the site to determine the actual conditions under which work will be done.

b. Data in the bidding documents pertaining to existing conditions is for convenience only and does not supplant obtaining firsthand information at the site.

c. Adjusting payments will not be authorized for work that could have been foreseen by a careful examination of the site.

d. Submission of a bid constitutes acceptance by the bidder of existing site conditions as a part of the requirements of this work.

6.0 COMPLETION TIME

a. The work shall be substantially completed within ____ calendar days from date of Notice to Proceed.

b. Submission of a bid constitutes acceptance by the bidder of the completion time as a part of the requirements of this work.

7.0 QUESTIONS

a. In ample time to permit consideration before reply, submit questions about bidding instruments to the

Engineer.

b. Necessary replies will be issued to bidders of record as addenda, which becomes a part of the bidding instruments. Oral instructions do not form a part of the bidding instruments.

c. Bidders should contact the Engineer not less than 72 hours before bid opening to secure any addenda that may affect bidding.

8.0 SUBMITTAL

a. Submit bids electronically through CivcastUSA. The electronic bids will be publicly opened and read via conference call. Physical bids will not be accepted.

b. Submit bid on the bid form provided. Fill in all blanks. If no amount is to be included, insert three zeros in the space. Include all unit cost items and all alternatives shown on the bid form; failure to comply may be cause for rejections. No segregated bids or assignments will be considered.

c. Sign in longhand below the typed name of the person authorized to bind the bidder to a contract. When the bidder is a corporation, the bid must be signed with the legal name of the corporation followed by the

A - 4 name of the State of Incorporation and the legal signature of a person authorized to bind the corporation to a contract.

9.0 BID SECURITY

a. For construction contracts $50,000, the bidder shall submit a certified or cashier's check on a responsible bank in the State equal to two percent (2%) cashier’s check or five percent (5%) bid bond of the maximum total bid amount. Make the cashier's check or bid bonds payable to the Owner.

b. The bid security will be forfeited to the Owner by the bidder as damages as default if the bidder fails to execute and deliver a contract and bonds as required.

10.0 PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND

Bidder must be capable of executing a satisfactory performance bond and payment bond for 100 percent

(100%) of the contract sum in accord with the conditions of the contract.

11.0 WITHDRAWAL

a. Bids may be withdrawn any time before bid opening but may not be resubmitted.

b. Bids may not be withdrawn or modified after bid opening time unless the award of the contract has been delayed more than 90 days.

12.0 QUALIFICATIONS OF BIDDERS

a. The Owner may make any investigations deemed necessary to determine the bidder's ability to perform the work. When requested, furnish such information and data necessary for this purpose.

b. The Owner reserves the right to reject any bid if evidence submitted by or investigation of the bidder indicate that the bidder is not properly qualified in the opinion of the Owner, to complete the work satisfactorily.

13.0 AWARD OF CONTRACT

The Owner is not obligated to accept the lowest bid or any bid. The Owner reserves the right to reject any or all bids and to waive any informalities in bids or in bidding. The Owner may accept any bid deemed advantageous. The contract award may include full consideration of unit prices, alternates, and time of completion.

14.0 RETURN OF SIGNED CONTRACTS

By submitting a bid, the Contractor agrees to return signed contracts with proper bonds and insurance certificates within 7 calendar days after the Engineer has given the unsigned contracts to the Contractor.

Should the Contractor fail to return properly executed contracts within 7 days, the Engineer may disqualify that Contractor and recommend that the Owner enter into contracts with the next highest bidder.

- -o 0 o - -

GC-1

TABLE OF CONTENTS

FOR

GENERAL CONDITIONS OF AGREEMENT

1. DEFINITIONS OF TERMS

1.01 Owner, Contractor and Engineer ................................................................................................ GC-3

1.02 Contract Documents ................................................................................................................... GC-3

1.03 Sub-Contractor ............................................................................................................................ GC-3

1.04 Written Notice ............................................................................................................................ GC-3

1.05 Work ............................................................................................................................................ GC-3

1.06 Extra Work .................................................................................................................................. GC-4

1.07 Working Day ................................................................................................................................ GC-4

1.08 Calendar Day ............................................................................................................................... GC-4

1.09 Substantially Completed ............................................................................................................. GC-4

2. RESPONSIBILITIES OF THE ENGINEER AND THE CONTRACTOR

2.01 Owner-Engineer Relationship ..................................................................................................... GC-4

2.02 Observation of the Work ............................................................................................................ GC-4

2.03 Payments for Work ..................................................................................................................... GC-5

2.04 Initial Determinations ................................................................................................................. GC-5

2.05 Objections ................................................................................................................................... GC-5

2.06 Lines and Grades ......................................................................................................................... GC-5

2.07 Contractor's Duty and Superintendence ..................................................................................... GC-5

2.08 Contractor's Understanding ........................................................................................................ GC-6

2.09 Character of Workers .................................................................................................................. GC-6

2.10 Contractor's Buildings ................................................................................................................. GC-7

2.11 Sanitation .................................................................................................................................... GC-7

2.12 Shop Drawings ............................................................................................................................ GC-7

2.13 Preliminary Approval .................................................................................................................. GC-7

2.14 Defects and Their Remedies ....................................................................................................... GC-8

2.15 Changes and Alterations ............................................................................................................. GC-8

3. GENERAL OBLIGATIONS AND RESPONSIBILITIES

3.01 Keeping of Drawings and Specifications Accessible .................................................................... GC-8

3.02 Ownership of Drawings ............................................................................................................... GC-8

3.03 Right of Entry .............................................................................................................................. GC-8

3.04 Collateral Contracts ..................................................................................................................... GC-9

3.05 Discrepancies and Omissions ...................................................................................................... GC-9

3.06 Equipment, Materials and Construction Plant ............................................................................ GC-9

3.07 Damages ...................................................................................................................................... GC-9

3.08 Protection Against Accident to Employees and the Public ......................................................... GC-9

3.09 Performance and Payment Bonds .............................................................................................. GC-9

3.10 Losses from Natural Causes ...................................................................................................... GC-10

3.11 Protection of Adjoining Property; Indemnification ................................................................... GC-10

3.12 Protection Against Claims of Sub-Contractors, etc ................................................................... GC-10

3.13 Intellectual Property Rights and Indemnification .................................................................... GC-11

3.14 Laws and Ordinances; Indemnification ..................................................................................... GC-12

3.15 Assignment and Subletting ....................................................................................................... GC-12

GC-2

3.16 Indemnification ......................................................................................................................... GC-12

3.17 Insurance ................................................................................................................................... GC-13

3.18 Certificate of Insurance ............................................................................................................. GC-17

4. PROSECUTION AND PROGRESS

4.01 Time and Order of Completion ................................................................................................. GC-17

4.02 Extension of Time ...................................................................................................................... GC-18

4.03 Hindrances and Delays .............................................................................................................. GC-18

5. MEASUREMENT AND PAYMENT

5.01 Quantities and Measurements ................................................................................................. GC-18

5.02 Estimated Quantities................................................................................................................. GC-18

5.03 Price of Work ............................................................................................................................ GC-19

5.04 Partial Payments ....................................................................................................................... GC-19

5.05 Use of Completed Portions ....................................................................................................... GC-20

5.06 Warranty ................................................................................................................................... GC-20

5.07 Guarantee ................................................................................................................................. GC-20

5.08 Final Completion and Acceptance ............................................................................................. GC-21

5.09 Final Payment............................................................................................................................ GC-21

5.10 Payments Withheld ................................................................................................................... GC-21

5.11 Delayed Payments..................................................................................................................... GC-21

6. EXTRA WORK AND CLAIMS

6.01 Change Orders .......................................................................................................................... GC-22

6.02 Minor Changes .......................................................................................................................... GC-22

6.03 Extra Work ................................................................................................................................ GC-22

6.04 Time of Filing Claims ................................................................................................................. GC-23

6.05 Arbitration ................................................................................................................................. GC-23

7. ABANDONMENT OF CONTRACT

7.01 Termination for Convenience of Owner ................................................................................... GC-24

7.02 Default....................................................................................................................................... GC-25

7.03 Remedies for Default of Contractor .......................................................................................... GC-25

7.04 Abandonment by Owner ........................................................................................................... GC-26

GC-3

GENERAL CONDITIONS OF AGREEMENT

1. DEFINITIONS OF TERMS

1.01 OWNER, CONTRACTOR AND ENGINEER

The OWNER, the CONTRACTOR and the ENGINEER are those persons or organizations identified as such in the

Agreement and are referred to throughout the Contract Documents as if singular in number and masculine in gender. The term ENGINEER means the ENGINEER or his duly authorized representative. The ENGINEER shall be understood to be the ENGINEER of the OWNER, and nothing contained in the Contract Documents shall create any contractual or agency relationship between the ENGINEER and the CONTRACTOR.

1.02 CONTRACT DOCUMENTS

The Contract Documents shall consist of the Notice to Bidders (Advertisement), Special Conditions (Instructions to

Bidders), Proposal, signed Agreement, Performance and Payment Bonds (when required), Special Bonds (when required), General Conditions of the Agreement, Special Conditions of the Contract, Technical Specifications, Construction Drawings, and all modifications thereof incorporated in any of the documents before the execution of the agreement.

The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all. In case of conflict between any of the Contract Documents, priority of interpretation shall be in the following order: Signed Agreement, Performance and Payment Bonds, Special Bonds (if any), Proposal, Special

Conditions of the Contract, Notice to Bidders, Technical Specifications, Construction Drawings, and General

Conditions of Agreement.

1.03 SUB-CONTRACTOR

The term Sub-Contractor, as employed herein, includes only those having a direct contract with the CONTRACTOR and it includes one who furnishes material worked to a special design according to the construction drawings or specifications of this work, but does not include one who merely furnishes material not so worked.

1.04 WRITTEN NOTICE

Written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered mail to the last business address known to him who gives the notice.

1.05 WORK

The CONTRACTOR shall provide and pay for all materials, supplies, machinery, equipment, tools, superintendence, labor, services, insurance, and all water, light, power, fuel, transportation and other facilities necessary for the execution and completion of the work covered by the contract documents. Unless otherwise specified, all materials shall be new and both workmanship and materials shall be of a good quality. The CONTRACTOR shall, if required, furnish satisfactory evidence as to the kind and quality of materials. Materials or work described in words which so applied have a well known technical or trade meaning shall be held to refer to such recognized standards.

GC-4

1.06 EXTRA WORK

The term "Extra Work" as used in this contract shall be understood to mean and include all work that may be required by the ENGINEER or OWNER to be done by the CONTRACTOR to accomplish any change, alteration or addition to the work shown upon the construction drawings, or reasonably implied by the specifications, and not covered by the CONTRACTOR'S Proposal, except as provided under "Changes and Alterations", herein.

1.07 WORKING DAY

A "Working Day" is defined as any day not including Saturdays, Sundays or any legal holidays, in which weather or other conditions not under the control of the CONTRACTOR, will permit construction of the principal units of the work for a period of not less than seven (7) hours between 7:00 a.m. and 6:00 p.m.

1.08 CALENDAR DAY

"Calendar Day" is any day of the week or month, no days being excepted. No allowance will be made for inclement weather if the CONTRACTOR was able or would have been able to prosecute the principal units of work for a period of not less than seven (7) hours between 7:00 a. m. and 6:00 p. m.

1.09 SUBSTANTIALLY COMPLETED

By the term "substantially completed" is meant that the structure has been made suitable for use or occupancy or the facility is in condition to serve its intended purpose, but still may require minor miscellaneous work and adjustment.

2. RESPONSIBILITIES OF THE ENGINEER AND THE CONTRACTOR

2.01 OWNER-ENGINEER RELATIONSHIP

The ENGINEER will be the OWNER'S representative during construction. The duties, responsibilities and limitations of authority of the ENGINEER as the OWNER'S representative during construction are as set forth in the Contract

Documents and shall not be extended or limited without written consent of the OWNER and ENGINEER. The

ENGINEER will advise and consult with the OWNER, and all of OWNER'S instructions to the CONTRACTOR shall be issued through the ENGINEER.

2.02 OBSERVATION OF THE WORK

The ENGINEER shall make periodic visits to the site to familiarize himself generally with the progress of the executed work and to determine if such work generally meets the essential performance and design features and the technical and functional engineering requirements of the Contract Documents; provided and except, however, that the ENGINEER shall not be responsible for making any detailed, exhaustive, comprehensive or continuous on-site inspection of the quality or quantity of the work or be in any way responsible, directly or indirectly, for the construction means, methods, techniques, sequences, quality, procedures, programs, safety precautions or lack of same incident thereto or in connection therewith. Notwithstanding any other provision of this agreement or any other Contract Document, the ENGINEER shall not be in any way responsible or liable for any acts, errors, omissions or negligence of the CONTRACTOR, any subcontractor or any of the CONTRACTOR'S or subcontractor's agents, servants or employees or any other person, firm or corporation performing or attempting to perform any of the work.

GC-5

2.03 PAYMENTS FOR WORK

The ENGINEER shall review CONTRACTOR'S applications for payment and supporting data, determine the amount owed to the CONTRACTOR and approve, in writing, payment to CONTRACTOR in such amounts; such approval of payment to CONTRACTOR constitutes a representation to the OWNER of ENGINEER'S professional judgment that the work has progressed to the point indicated to the best of his knowledge, information and belief, but such approval of an application for payment to CONTRACTOR shall not be deemed as a representation by ENGINEER that ENGINEER has made any examination to determine how or for what purpose CONTRACTOR has used the moneys paid on account of the Contract price.

2.04 INITIAL DETERMINATIONS

The ENGINEER initially shall determine all claims, disputes and other matters in question between the

CONTRACTOR and the OWNER relating to the execution or progress of the work or the interpretation of the

Contract Documents and the ENGINEER'S decision shall be rendered in writing within a reasonable time. Should the ENGINEER fail to make such decision within a reasonable time, appeal to arbitration may be taken as if his decision had been rendered against the party appealing.

2.05 OBJECTIONS

In the event the ENGINEER renders any decision which, in the opinion of either party hereto, is not in accordance with the meaning and intent of this contract, either party may file with the ENGINEER within thirty days his written objection to the decision, and by such action may reserve the right to submit the question so raised to arbitration as hereinafter provided.

2.06 LINES & GRADES

Unless otherwise specified, the ENGINEER or his representative shall furnish all lines and grades. Whenever necessary, construction work shall be suspended to permit performance of this work, but such suspension will be as brief as practicable and the CONTRACTOR shall be allowed no extra compensation therefore. The CONTRACTOR shall give the ENGINEER ample notice of the time and place where lines and grades will be needed. All stakes, marks, etc. shall be carefully preserved by the CONTRACTOR, and in case of careless destruction or removal by him or his employees, such stakes, marks, etc. shall be replaced at the CONTRACTOR'S expense.

2.07 CONTRACTOR'S DUTY AND SUPERINTENDENCE

The CONTRACTOR shall give adequate attention to the faithful prosecution and completion of this contract and shall keep on the work, during its progress, a competent superintendent and any necessary assistants. The superintendent shall represent the CONTRACTOR in his absence and all directions given to him shall be as binding as if given to the CONTRACTOR.

The CONTRACTOR is and at all times shall remain an independent contractor, solely responsible for the manner and method of completing his work under this contract, with full power and authority to select the means, method and manner of performing such work, so long as such methods do not adversely affect the completed improvements, the OWNER and ENGINEER being interested only in the result obtained and conformity of such completed improvements to the construction drawings, specifications and contract.

Likewise, the CONTRACTOR shall be solely responsible for the safety of himself, his employees and other persons, as well as for the protection of the safety of the improvements being erected and the property of himself or any other person, as a result of his operations hereunder. Engineering construction drawings and specifications as well as any additional information concerning the work to be performed passing from or through the ENGINEER shall not be interpreted as requiring or allowing CONTRACTOR to deviate from the construction drawings and

GC-6

specifications, the intent of such drawings, specifications and any other such instructions being to define with particularity the agreement of the parties as to the work the CONTRACTOR is to perform. CONTRACTOR shall be fully and completely liable, at his own expense, for design, construction, installation and use, or non-use, of all items and methods incident to performance of the contract, and for all loss, damage or injury incident thereto, either to person or property, including, without limitation, the adequacy of all temporary supports, shoring, bracing, scaffolding, machinery or equipment, safety precautions or devices, and similar items or devices used by him during construction.

Any review of work in progress, or any visit or observation during construction, or any clarification of construction drawings and specifications, by the ENGINEER, or any agent, employee, or representative of either of them, whether through personal observation on the project site or by means of approval of shop drawings for temporary construction or construction processes, or by other means or method, is agreed by the CONTRACTOR to be for the purpose of observing the extent and nature of work completed or being performed, as measured against the drawings and specifications constituting the contract, or for the purpose of enabling CONTRACTOR to more fully understand the construction drawings and specifications so that the completed construction work will conform thereto, and shall in no way relieve the CONTRACTOR from full and complete responsibility for the proper performance of his work on the project, including but without limitation the propriety of means and methods of the CONTRACTOR in performing said contract, and the adequacy of any designs, construction drawings or other facilities for accomplishing such performance. Deviation by the CONTRACTOR from drawings and specifications that may have been in evidence during any such visitation or observation by the ENGINEER, or any of his representatives whether called to the CONTRACTOR'S attention or not shall in no way relieve CONTRACTOR from his responsibility to complete all work in accordance with said drawings and specifications.

2.08 CONTRACTOR'S UNDERSTANDING

It is understood and agreed that the CONTRACTOR has, by careful examination, satisfied himself as to the nature and location of the work, the conformation of the ground, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the work, the general and local conditions, and all other matters which can in any way affect the work under this contract. CONTRACTOR also understands and agrees that any soil reports and log borings are available for

CONTRACTOR’S information only. The report is not a warranty of subsurface conditions, nor is it a part of the

Contract Documents. The CONTRACTOR is expected to examine the site and such reports and then decide for himself the character of the materials to be encountered. No verbal agreement or conversation with any officer, agent or employee of the OWNER or ENGINEER either before or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained.

OWNER and ENGINEER disclaim any responsibility for the accuracy, true location and extent of the surface and subsurface investigations that have been prepared by others. OWNER and ENGINEER further disclaim responsibility for interpretation of that data by CONTRACTOR, i.e. projecting soil-bearing values, rock profiles, soil stability and the presence, level and extent of underground water or underground facilities.

2.09 CHARACTER OF WORKERS

The CONTRACTOR agrees to employ only orderly and competent persons, skillful in the performance of the type of work required under this contract, to do the work; and agrees that whenever the ENGINEER shall inform him in writing that any persons on the work are, in his opinion, incompetent, unfaithful or disorderly, such persons shall be discharged from the work and shall not again be employed on the work without the ENGINEER'S written consent.

GC-7

2.10 CONTRACTOR'S BUILDINGS

The building of structures for housing men, or the erection of tents or other forms of protection, will be permitted only at such places as the ENGINEER shall direct, and the sanitary conditions for the grounds in or about such structures shall at all times be maintained in a manner satisfactory to the ENGINEER.

2.11 SANITATION

Necessary sanitary conveniences for the use of laborers on the work, properly secluded from public observation, shall be constructed and maintained by the CONTRACTOR in such manner and at such points as shall be approved by the ENGINEER, and their use shall be strictly enforced.

2.12 SHOP DRAWINGS

The CONTRACTOR shall submit to the ENGINEER, with such promptness as to cause no delay in his own work or in that of any other Contractor, four checked copies, unless otherwise specified, of all shop and/or setting drawings and schedules required for the work of the various trades, and the ENGINEER shall pass upon them with reasonable promptness, making desired corrections. The CONTRACTOR shall make any corrections required by the

ENGINEER, file with him two corrected copies and furnish such other copies as may be needed. The ENGINEER'S approval of such drawings or schedules shall not relieve the CONTRACTOR from responsibility for deviations from drawings or specifications, unless he has in writing called the ENGINEER'S attention to such deviations at the time of submission, nor shall it relieve him from responsibility for errors of any sort in shop drawings or schedules. It shall be the CONTRACTOR'S responsibility to fully and completely review all shop drawings to ascertain their effect on his ability to perform the required contract work in accordance with the construction drawings and specifications and within the contract time.

Such review by the ENGINEER shall be for the sole purpose of determining the sufficiency of said drawings or schedules to result in finished improvements in conformity with the drawings and specifications, and shall not relieve the CONTRACTOR of his duty as an independent contractor as previously set forth, it being expressly understood and agreed that the ENGINEER does not assume any duty to pass upon the propriety or adequacy of such drawings or schedules, or any means or methods reflected thereby, in relation to the safety of either person or property during CONTRACTOR'S performance hereunder.

2.13 PRELIMINARY APPROVAL

The ENGINEER shall not have the power to waive the obligations of this contract for the furnishing by the

CONTRACTOR of good material, and of his performing good work as herein described, and in full accordance with the drawings and specifications. No failure or omission of the ENGINEER to discover, object to or condemn any defective work or material shall release the CONTRACTOR from the obligations to fully and properly perform the contract, including without limitation, the obligation to at once tear out, remove and properly replace the same at any time prior to final acceptance upon the discovery of said defective work or material; provided, however, that the ENGINEER shall, upon request of the CONTRACTOR, inspect and accept or reject any material furnished, and in event the material has been once accepted by the ENGINEER, such acceptance shall be binding on the OWNER, unless it can be clearly shown that such material furnished does not meet the specifications for this work.

Any questioned work may be ordered taken up or removed for re-examination, by the ENGINEER, prior to final acceptance, and if found not in accordance with the specifications for said work, all expense of removing, re-examination and replacement shall be borne by the CONTRACTOR, otherwise the expense thus incurred shall be allowed as EXTRA WORK, and shall be paid for by the OWNER; provided that, where inspection or approval is specifically required by the specifications prior to performance of certain work, should the CONTRACTOR proceed with such work without requesting prior inspection or approval he shall bear all expense of taking up, removing, and replacing this work if so directed by the ENGINEER.

GC-8

2.14 DEFECTS AND THEIR REMEDIES

It is further agreed that if the work or any part thereof, or any material brought on the site of the work for use in the work or selected for the same, shall be deemed by the ENGINEER as unsuitable or not in conformity with the specifications, the CONTRACTOR shall, after receipt of written notice thereof from the ENGINEER, forthwith remove such material and rebuild or otherwise remedy such work so that it shall be in full accordance with this contract.

2.15 CHANGES AND ALTERATIONS

The CONTRACTOR further agrees that the OWNER may make such changes and alterations as the OWNER may see fit, in the line, grade, form, dimensions, construction drawings or materials for the work herein contemplated, or any part thereof, either before or after the beginning of the construction, without affecting the validity of this contract and the accompanying Performance and Payment Bonds.

If such changes or alterations diminish the quantity of the work to be done, they shall not constitute the basis for a claim for damages, or anticipated profits on the work that may be dispensed with, except as provided for unit price items under Section 5 "Measurement and Payment". If the amount of work is increased, and the work can fairly be classified under the specifications, such increase shall be paid for according to the quantity actually done and at the unit price, if any, established for such work under this contract, except as provided for unit price items under

Section 5 "Measurement and Payment;" otherwise, such additional work shall be paid for as provided under Extra

Work. In case the OWNER shall make such changes or alterations as shall make useless any work already done or material already furnished or used in said work, then the OWNER shall recompense the CONTRACTOR for any material or labor so used, and for any actual loss occasioned by such change, due to actual expenses incurred in preparation for the work as originally planned.

3. GENERAL OBLIGATIONS AND RESPONSIBILITIES

3.01 KEEPING OF DRAWINGS AND SPECIFICATIONS ACCESSIBLE

The ENGINEER shall furnish the CONTRACTOR with five (5) sets of all drawings and specifications without expense to him, and the CONTRACTOR shall keep one copy of the same constantly accessible on the work, with the latest revisions noted thereon.

3.02 OWNERSHIP OF DRAWINGS

All drawings, specifications and copies thereof furnished by the ENGINEER shall not be reused on other work, and, with the exception of the signed contract sets, are to be returned to him on request at the completion of the work.

All models are the property of the OWNER.

3.03 RIGHT OF ENTRY

The OWNER reserves the right to enter the property or location on which the works herein contracted for are to be constructed or installed, by such agent or agents as he may elect, for the purpose of inspecting the work, or for the purpose of constructing or installing such collateral work as said OWNER may desire.

GC-9

3.04 COLLATERAL CONTRACTS

The OWNER agrees to provide by separate contract or otherwise, all labor and material essential to the completion of the work specifically excluded from this contract, in such manner as not to delay the progress of the work, or damage said CONTRACTOR, except where such delays are specifically mentioned elsewhere in the Contract

Documents.

3.05 DISCREPANCIES AND OMISSIONS

It is further agreed that it is the intent of this contract that all work must be done and all material must be furnished in accordance with the generally accepted practice, and in the event of any discrepancies between the separate contract documents, the priority of interpretation defined under "Contract Documents" shall govern. In the event that there is still any doubt as to the meaning and intent of any portion of the contract, specifications or drawings, the ENGINEER shall define which is intended to apply to the work.

3.06 EQUIPMENT, MATERIALS AND CONSTRUCTION PLANT

The CONTRACTOR shall be responsible for the care, preservation, conservation, and protection of all materials, supplies, machinery, equipment, tools, apparatus, accessories, facilities, all means of construction, and any and all parts of the work, whether the CONTRACTOR has been paid, partially paid, or not paid for such work, until the entire work is completed and accepted.

3.07 DAMAGES

In the event the OWNER is damaged in the course of the work by the act, negligence, omission, mistake or default of the CONTRACTOR, or should the CONTRACTOR unreasonably delay the progress of the work being done by others on the job so as to cause loss for which the OWNER becomes liable, then the CONTRACTOR shall reimburse the OWNER for such loss.

3.08 PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC

The CONTRACTOR shall at all times exercise reasonable precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, State and Municipal safety laws and building and construction codes. All machinery and equipment and other physical hazards shall be guarded in accordance with he "Manual of Accident Prevention in Construction" of the Associated General Contractors of

America except where incompatible with Federal, State, or Municipal laws or regulations. The CONTRACTOR shall provide such machinery guards, safe walkways, ladders, bridges, gangplanks, and other safety devices. The safety precautions actually taken and their adequacy shall be the sole responsibility of the CONTRACTOR, acting at his discretion as an independent contractor.

3.09 PERFORMANCE AND PAYMENT BONDS

Unless otherwise specified, it is further agreed by the parties to this contract that the CONTRACTOR will execute separate performance and payment bonds, each in the sum of one hundred (100) percent of the total contract price, in standard forms for this purpose, guaranteeing faithful performance of the work and the fulfillment of any guarantees required, and further guaranteeing payment to all persons supplying labor and materials or furnishing him any equipment in the execution of the Contract, and it is agreed that this Contract shall not be in effect until such performance and payment bonds are furnished and approved by the OWNER.

Unless otherwise approved in writing by the OWNER, the surety company underwriting the bonds shall be acceptable according to the latest list of companies holding certificates of authority from the Secretary of the

Treasury of the United States.

GC-10

Unless otherwise specified, the cost of the premium for the performance and payment bonds shall be included in the CONTRACTOR'S proposal.

Also said surety company (a) must be authorized to do business in the State of Texas as evidenced by licensing through the State Board of Insurance; (b) must be authorized to issue payment and performance bonds in the amount required for the contract as indicated by the records of the State Board of Insurance; and (c) must have a rating of at least "B+" in the current Best's Key Rating Guide.

If the surety company does not have any such rating due to the length of time it has been a surety company, the surety company must demonstrate eligibility to participate in the surety bond guarantee program of the Small

Business Administration and must be an approved surety company listed in the current United States Department of

Treasury Circular 570. The performance and payment bonds shall meet the criteria contained in the rules and regulations promulgated by the United States Department of Treasury with respect to performance and payment bonds for federal jobs, including specifically the rules related to the underwriting limitation.

The person executing a Performance and Payment Bond must be licensed as a Texas Local Recording Agent through the State Board of Insurance as required by the laws of the State of Texas and such licensing must be recorded in the office of the State Board of Insurance.

The person executing the Performance and Payment Bonds must hold an appointment from the surety company to execute performance and payment bonds and bind such surety, and such appointment must be recorded in the office of the State Board of Insurance.

Unless otherwise specified, the cost of the premium for the Bonds shall be included in the CONTRACTOR'S proposal.

3.10 LOSSES FROM NATURAL CAUSES

Unless otherwise specified, all loss or damage to the CONTRACTOR arising out of the nature of the work to be done, or from the action of the elements, or from any unforeseen circumstance in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the prosecution of the work, shall be sustained and borne by the CONTRACTOR at his own cost and expense.

3.11 PROTECTION OF ADJOINING PROPERTY; INDEMNIFICATION

The said CONTRACTOR shall take proper means to protect the adjacent or adjoining property or properties in any way encountered, which might be injured or seriously affected by any process of construction to be undertaken under this Agreement, from any damage or injury by reason of said process of construction; and he shall be liable for any and all claims for such damage on account of his failure to fully protect all adjoining property. THE

CONTRACTOR AGREES TO INDEMNIFY, TO THE FULLEST EXTENT OF THE LAW, SAVE AND HOLD HARMLESS THE

OWNER AND ENGINEER AGAINST ANY CLAIM OR CLAIMS FOR DAMAGES DUE TO ANY INJURY TO ANY ADJACENT

OR ADJOINING PROPERTY, ARISING OR GROWING OUT OF THE PERFORMANCE OF THE CONTRACT; BUT ANY SUCH

INDEMNITY SHALL NOT APPLY TO ANY CLAIM OF AN KIND ARISING OUT OF THE EXISTENCE OR CHARACTER OF THE

WORK.

3.12 PROTECTION AGAINST CLAIMS OF SUB-CONTRACTORS, LABORERS, MATERIALMEN AND FURNISHERS OF

MACHINERY, EQUIPMENT AND SUPPLIES;.INDEMNIFICATION.

THE CONTRACTOR AGREES THAT HE WILL INDEMNIFY, TO THE FULLEST EXTENT OF THE LAW, AND SAVE THE

OWNER AND ENGINEER HARMLESS FROM ALL CLAIMS GROWING OUT OF THE LAWFUL DEMANDS OF SUB-

CONTRACTORS, LABORERS, WORKMEN, MECHANICS, MATERIALMEN AND FURNISHERS OF MACHINERY AND

PARTS THEREOF, EQUIPMENT, POWER TOOLS, AND ALL SUPPLIES, INCLUDING COMMISSARY, INCURRED IN THE

FURTHERANCE OF THE PERFORMANCE OF THIS CONTRACT. When so desired by the OWNER, the CONTRACTOR

GC-11

shall furnish satisfactory evidence that all obligations of the nature hereinabove designated have been paid, discharged or waived. If the CONTRACTOR fails so to do, then the OWNER may at the option of the CONTRACTOR either pay directly any unpaid bills, of which the OWNER has written notice, or withhold from the CONTRACTOR'S unpaid compensation a sum of money deemed reasonably sufficient to liquidate any and all such lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged, whereupon payments to the

CONTRACTOR shall be resumed in full, in accordance with the terms of this contract, but in no event shall the provisions of this sentence be construed to impose any obligation upon the OWNER by either the CONTRACTOR or his Surety.

3.13 INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION

a. CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others.

b. CONTRACTOR shall not furnish or provide to OWNER any Materials or Work that infringes a third party’s intellectual property rights (whether it be claims of improper use of confidential information, patent infringement, copyright infringement, or the like). CONTRACTOR shall not disclose or provide to OWNER any information, ideas, concepts, improvements, discoveries, inventions, or forms of expression of ideas which CONTRACTOR does not own or otherwise have the right to disclose or provide to OWNER.

c. CONTRACTOR represents and warrants that the Materials and the Work shall be free from third party claims of ownership and that OWNER’S right to own, use, or otherwise disclose such Materials and Work shall be free from third party claims of infringement of intellectual property rights (whether it be claims…