ESBD_55255

Texas Tech University System UGSC

Rev. 09/07/2023

Rev. 09/07/2023 i

Texas Tech University System Uniform General Conditions and Supplementary General

Conditions for

Construction Contracts

[UGSC]

The Texas Tech University System has incorporated its Supplementary Conditions that apply to all Texas Tech System and member institution construction projects into the Uniform General Conditions promulgated by the Texas Facilities Commission (2010 edition). Material changes are indicated by the bold typeface shown here; however, deleted provisions of the Texas Facilities Commission’s Uniform General Conditions are not included in the Texas Tech System Uniform General Conditions and Supplementary General Conditions [UGSC]. All users are advised to read and understand this entire document.

Rev. 09/07/2023 ii

Table of Contents

Article 1. Definitions

Article 2. Wage Rates and Other Laws Governing Construction

Article 3. General Responsibilities of Owner and Contractor

Article 4. Historically Underutilized Business (HUB) Subcontracting Plan

Article 5. Bonds and Insurance

Article 6. Construction Documents, Coordination Documents, and Record Documents

Article 7. Construction Safety

Article 8. Quality Control

Article 9. Construction Schedules

Article 10. Payments

Article 11. Changes

Article 12. Project Completion and Acceptance

Article 13. Warranty and Guarantee

Article 14. Suspension and Termination

Article 15. Dispute Resolution

Article 16. Miscellaneous

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Article 1. Definitions

Unless the context clearly requires another meaning, the following terms have the meaning assigned herein. Capitalized terms not defined herein shall have the meaning assigned to such terms in the Agreement or any Special Conditions.

1.1 Agreement means the contract between Texas Tech and the Contractor that is part of the Contract Documents.

1.2 Agreement Amendment means an amendment to the Agreement. Reference Article 11.

1.3 Allowance(s) means a fixed sum for a specific portion of the Work used when the exact character or quality of an element of the Work is not known. The Contractor shall include in the Contract Sum all Allowances stated in the Contract Documents. Unless otherwise provided in the Contract Documents (1) Allowances shall cover the cost to the Contractor of materials and equipment delivered at the Site and all required taxes, less applicable trade discounts; (2) Contractor’s costs for unloading and handling at the Site, labor, installation costs, overhead, profit and other expenses contemplated for stated Allowance amounts shall be included in the Contract Sum but not in the Allowances; and

(3) whenever costs are more than or less than Allowances, the Contract Sum shall be adjusted accordingly by Change Order. Any unused Allowance will be required to be moved to Owner’s Contingency and will not be allowed to be moved to Buyout Contingency.

1.4 Alternates means all project scopes identified by Texas Tech to be separated (materials and labor costs) from base services in an attempt to evaluate costs relative to project scope.

1.5 Applicable Law (Applicable Laws) means all laws and relevant designated authorities having statutory enforcement authority related thereto, expressly including the laws of the state of Texas, statutes, ordinances, regulations, guidelines or requirements now in force or hereafter enacted by any applicable local, state or federal governmental authority relating to or affecting the Project or arising from this Contract, including, if and as applicable (1) the United States Occupational Safety and Health Administration requirements (and similar state and local governmental statutes and requirements in the jurisdiction in which the Project is located); (2) the Americans with Disabilities Act requirements (and similar state and local governmental statutes and requirements in the jurisdiction in which the Project is located); (3) requirements under Title VII of the Civil Rights Act of 1964, as amended; (4) the Age Discrimination in Employment Act requirements; (5) requirements of the Fair Labor Standards Act and applicable state wage and hour laws; (6)

Rev. 09/07/2023 2 applicable local, state, and published Texas Tech University System building codes and requirements; (7) storm water, street, utility and other related infrastructure requirements; and (8) requirements related to the use, removal, storage, transportation, disposal and remediation of Hazardous Materials.

1.6 Application for Payment means Contractor’s monthly partial invoice for payment that includes any portion of the Work that has been completed for which an invoice has not been submitted and performed in accordance with the requirements of the Contract Documents. The Application for Payment accurately reflects the progress of the Work, is itemized based on the Schedule of Values, bears the notarized signature of Contractor, and shall not include subcontracted items for which Contractor does not intend to pay. The application shall include, but not limited to the following items:

• Signed Voucher/Invoice

• Schedule of Values/Backup

• Construction Payment Affidavit

• Waiver/Release Form

• HUB PAR

• Current Construction Schedule

• Payment Projection Form

• Allowance Log matching GMP

• Tool Log

• Landscape Enhancement Log

• Approved CCP Backup tied to this AFP

• Subcontractor partial lien waivers monthly

• Worker Wage Rate Form

• Stored Materials – Refer to Article 10

• At fifty (50) percent Billing-Updated HSP

• At one hundred (100) percent Billing-Updated HSP

1.7 Application for Final Payment means Contractor’s final invoice for payment that includes any portion of the Work that has been completed for which an invoice has not been submitted, amounts owing to adjustments to the final Contract Sum resulting from approved Change Orders, and release of remaining Contractor’s retainage.

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1.8 Architect/Engineer (A/E) means a person registered as an architect pursuant to Tex.

Occ. Code Ann., Chapter 1051, as a landscape architect pursuant to Tex. Occ. Code Ann., Chapter 1052, a person licensed as a professional engineer pursuant Tex. Occ.

Code Ann., Chapter 1001, and/or a firm employed by Owner or Design-Build Contractor to provide professional architectural and/or engineering services and to exercise overall responsibility for the design of a Project or a significant portion thereof, and to perform the contract administration responsibilities set forth in the Contract.

1.9 Baseline Schedule means the initial time schedule prepared by Contractor for Owner’s information and acceptance that conveys Contractor’s and Subcontractors’ activities (including coordination and review activities required in the Contract Documents to be performed by A/E and ODR), durations, and sequence of Work related to the entire Project to the extent required by the Contract Documents. The schedule clearly demonstrates the critical path of activities, using longest duration methodology, durations and necessary predecessor conditions that drive the end date of the schedule. The Baseline Schedule shall include commissioning and functional testing of all building automation systems (BAS), lighting control systems, and all activities such as TAB, Commissioning, installation of all IT, AV, wireless devices, security systems, access controls installation and functional testing. The Baseline Schedule shall not exceed the time limit current under the Contract Documents.

1.10 Buyout Contingency – reference Article 11.

1.11 Buyout Contingency Log means a written report identifying all variances between estimated and actual costs.

1.12 Certificate of Final Completion means the certificate or other written notification issued by A/E that documents, to the best of A/E’s knowledge and understanding, Contractor’s completion of all Contractor’s Punchlist items and pre-final Punchlist items, final cleanup and Contractor’s provision of Record Documents, operations and maintenance manuals, and all other Close Out Documents required by the Contract Documents.

1.13 Certificate of Substantial Completion means the certificate executed by the A/E, Owner, and Contractor that documents to the best of A/E’s and Owner’s knowledge and understanding, Contractor’s Substantial Completion of the Work in accordance with the Contract, so as to be operational and fit for the use intended.

1.14 Change Directive is a written order (which may or may not be prepared or agreed to by the A/E) signed by the Owner, directing a change in the Work, including the performance of Work which Contractor disputes as being

Rev. 09/07/2023 4 included in its scope of the Work under the Contract Documents (“disputed Work”), prior to agreement on adjustment, if any, of the Contract Sum or Contract Time, or both. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work or the performance of disputed Work consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly (to the extent such adjustment is required by the Contract Documents). Owner may issue a Change Directive to accept a Construction Change Proposal (CCP) in whole or in part.

1.15 Change Order means a written modification to the Agreement via amendment of the Contract between Owner and Contractor, signed by Owner and Contractor.

1.16 Close Out Documents mean the product brochures, submittals, product/equipment maintenance and operations instructions, manuals, and other documents/warranties, record documents, affidavit of payment, release of lien and claim, and as may be further defined, identified, and required by the Contract Documents.

1.17 Competitive Sealed Proposal (CSP) means the delivery method provided for pursuant to Texas Education Code 51.783, through which Texas Tech may select the best value Contractor under certain procurement criteria including but not limited to lump sum budget, schedule, project scope or other factors Texas Tech determines relevant to the project.

1.18 Construction Change Proposal (CCP) means a Contractor generated document, in response to a Construction Change Request (CCR), Proposed Change Order (PCO), or Change Directive in such form to clearly detail associated costs as required for approval using the e-Builder CCP process.

1.19 Construction Change Request (CCR) means a document which describes a proposed change in the Work, including a description and Drawings and Specifications, as necessary, to inform the Contractor, Owner, and A/E of the nature of the proposed change. All CCR’s require ODR’s approval via the CCP process. CCR’s do not increase the contract amount. They are funded with allowances or contingencies within the GMP.

1.20 Contract means the entire Agreement between Owner and Contractor, including all of the Contract Documents.

1.21 Contract Date is the date when the Agreement between Owner and Contractor becomes effective.

1.22 Contract Documents mean those documents identified as a component of the Agreement (Contract) between Owner and Contractor. These may include, but are

Rev. 09/07/2023 5 not limited to, Drawings; Specifications; General, Supplementary General, and Special Conditions; and all pre-bid and/or pre-proposal addenda.

1.23 Contract Sum means the total compensation payable to Contractor for completion of the Work in accordance with the terms of the Contract.

1.24 Contract Time means the period between the start date identified in the Notice to Proceed with construction and the Substantial Completion date identified in the Notice to Proceed or as subsequently amended by a Change Order.

1.25 Contractor means the individual, corporation, limited liability company, partnership, firm, or other entity contracted to perform the Work, regardless of the type of construction contract used, so that the term as used herein includes a Construction Manager-at-Risk or a Design-Build firm as well as a general or prime Contractor (this includes a Contractor selected via a CSP delivery method). To the extent contracts other than construction contracts incorporate these Uniform General Conditions and Supplementary General Conditions, and to the extent appropriate under the terms of the particular type of contract in question, the term Contractor means the party Texas Tech is contracting with (e.g., A/E, Testing and Balancing Agent, Commissioning Agent). The Contract Documents refer to Contractor as if singular in number.

1.26 Contractor’s Contingency (CM Contingency) means an amount included in the Guaranteed Maximum Price (GMP) for increases approved at the sole discretion of Texas Tech in the Cost of the Work for costs incurred by the Construction Manager for changes in the market place and for unforeseen causes or details not anticipated by the Construction Manager at the time of the execution of the amendment approving the Guaranteed Maximum Price and for which the Construction Manager is not entitled to an increase in the Guaranteed Maximum Price under the Contract Documents. The Construction Manager may use the Construction Manager Contingency only with the prior written approval of Texas Tech, who retains final discretionary authority for approval of use of the Construction Manager Contingency. The Construction Manager shall report to Texas Tech the status of the Construction Manager Contingency with each Application for Payment. Texas Tech will not increase the Construction Phase fee for any funds approved by Texas Tech and expended from the Construction Manager Contingency.

1.27 Construction Documents mean the Drawings, Specifications, and other documents including any applicable Addenda issued to build the Project. Construction Documents become part of the Contract Documents when listed in the Contract or any Change Order.

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1.28 Construction Manager-Agent (CMA) means a sole proprietorship, partnership, corporation, or other legal entity that acts as a fiduciary and provides consultation to Texas Tech regarding construction, rehabilitation, alteration, or repair of a facility. The term “Construction Manager-Agent” is defined in section 51.781 Tex. Educ. Code (as amended or modified).

1.29 Construction Manager-at-Risk (CMAR), in accordance with section 51.782 Tex.

Educ. Code (as amended or modified), means a sole proprietorship, partnership, corporation, or other legal entity that assumes the risk for construction, rehabilitation, alteration, or repair of a facility at the contracted price as the prime Contractor, enters into an Agreement with the Owner, and provides consultation to Owner regarding construction during and after the design of the facility.

1.30 Date of Commencement means the date designated in the Notice to Proceed for Contractor to commence the Work.

1.31 Day means a calendar day unless otherwise specifically stipulated.

1.32 Design-Build means a project delivery method in which the detailed design and subsequent construction is provided through a single contract with a Design-Build firm; a team, partnership, or legal entity that includes design professionals and a builder. The Design-Build Project delivery shall be implemented in accordance with section 51.780 Tex. Educ. Code (as amended or modified).

1.33 Design Professional (DP) as used in the Agreement means the Architect/Engineer (A/E).

1.34 Drawings mean that product of A/E which graphically depicts the Work.

1.35 Final Completion means the date determined and certified by A/E and Owner on which the Work is fully and satisfactorily complete in accordance with the Contract.

The Contractor shall obtain Final Completion by correcting all identified deficiencies for Owner acceptance within thirty (30) days.

1.36 Final Payment means the last and final monetary compensation made to Contractor for any portion of the Work that has been completed and accepted for which payment has not been made, amounts owing to adjustments to the final Contract Sum resulting from approved Change Orders, and release of Contractor’s retainage.

1.37 Historically Underutilized Business (HUB) pursuant to Tex. Gov’t Code, Chapter 2161, means a business that is at least fifty-one (51) percent owned by an Asian Pacific American, a Black American, a Hispanic American, a Native American and/or an American Woman; is an entity with its principal place of business in Texas; and has an owner residing in Texas with proportionate interest that actively participates in the control, operations, and management of the entity’s affairs.

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1.38 Notice to Proceed means written document informing Contractor of the dates beginning Work and the dates anticipated for Substantial Completion.

1.39 Open Item List means a list of Work activities, Punchlist items, changes or other issues that are not expected by Owner and Contractor to be complete prior to Substantial Completion.

1.40 Owner means the State of Texas, and any agency of the State of Texas, acting through the responsible entity of the State of Texas identified in the Contract as Owner. The term “Owner” or “Texas Tech” herein refers to the Board of Regents of the Texas Tech University System or other applicable Texas Tech University System component institutions as identified in the Contract.

1.41 Owner’s Contingency means an amount, if any, that is included in the Base Proposal for authorizing additional Work in connection with the Project. The use thereof requires the written approval or directive of the ODR by Change Order or Change Directive. Any unused amount from the Owner’s Contingency will be returned to the Owner.

1.42 Owner’s Designated Representative (ODR) means the individual assigned by Owner to act on its behalf and to undertake certain activities as specifically outlined in the Contract. ODR is the only party authorized to direct changes to the scope, cost, or time of the Contract.

1.43 Progress Assessment Report (PAR) means the monthly compliance report to Owner verifying compliance with the HUB subcontracting plan (HSP).

1.44 Project means all activities necessary for realization of the Work. This includes design, contract award(s), execution of the Work itself, and fulfillment of all Owner’s requirements and all Contract and warranty obligations.

1.45 Proposed Change Order (PCO) means a document that informs Contractor of a proposed change in the Work and appropriately describes or otherwise documents such change including Contractor’s response of pricing for the proposed change.

The documents used to define a Proposed Change Orders will be a Construction Change Request.

1.46 Punchlist means a list of items of Work to be completed or corrected by Contractor after Substantial Completion. Punchlists indicate items to be finished, remaining Work to be performed, or Work that does not meet quality or quantity requirements as required in the Contract Documents.

1.47 Record Documents mean the drawing set, Specifications, and other materials maintained by Contractor that documents all addenda, Architect’s Supplemental

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Instructions, Change Orders and postings and markings that record the as-constructed conditions of the Work and all changes made during construction.

1.48 Request for Information (RFI) means a written request by Contractor directed to A/E or ODR for a clarification of the information provided in the Contract Documents or for direction concerning information necessary to perform the Work that may be omitted from the Contract Documents.

1.49 Samples mean representative physical examples of materials, equipment, or workmanship used to confirm compliance with requirements and/or to establish standards for use in execution of the Work.

1.50 Schedule of Values means the detailed breakdown of the cost of the materials, labor, and equipment necessary to accomplish the Work as described in the Contract Documents, submitted by Contractor for approval by Owner and A/E.

1.51 Shop Drawings mean the drawings, diagrams, illustrations, schedules, performance charts, brochures, and other data prepared by Contractor or its agents which detail a portion of the Work.

1.52 Site means the geographical area of the location of the Work.

1.53 Special Conditions mean the documents containing terms and conditions which may be unique to the Project. Special Conditions are a part of the Contract Documents and have precedence over the Uniform General Conditions and Supplementary General Conditions.

1.54 Specifications mean the written product of A/E that establishes the quality and/or performance of products utilized in the Work and processes to be used, including testing and verification for producing the Work.

1.55 State means the state of Texas.

1.56 Subcontractor means a business entity or individual that enters into an agreement with Contractor to perform part of the Work or to provide services, materials, or equipment for use in the Work.

1.57 Submittal Register means a list provided by Contractor of all items to be furnished for review and approval by A/E and Owner and as identified in the Contract Documents including anticipated sequence and submittal dates.

1.58 Submittal Schedule means a schedule that correlates with the Baseline Schedule that shows the dates the Contractor intends to submit the required submittals to the A/E or ODR. This schedule should be part of the Baseline Schedule so that submittals that affect the critical path are clearly identified.

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1.59 Substantial Completion means the date determined and declared by Contractor, A/E, and Owner when the Work, or a designated portion thereof, is sufficiently complete, in accordance with the Contract, so as to be operational and fit for the use intended.

The project must be fully commissioned with functional testing complete for the Building Automation Systems (BAS), Security, Lighting Control Systems, Audio/Visual Systems and must include ADA/TAS inspections. The IT and Network cabling and wireless systems must be complete and verified.

1.60 Supplementary General Conditions mean procedures and requirements that modify the Uniform General Conditions. Supplementary General Conditions, when used, have precedence over the Uniform General Conditions. Texas Tech’s Supplementary General Conditions are set out in these Uniform General Conditions and are in bold font.

1.61 TTUS means the Texas Tech University System.

1.62 Unit Price Work means the Work, or a portion of the Work, paid for based on incremental units of measurement.

1.63 Work means the provision of all construction services, labor, materials, supplies, and equipment that are required of Contractor to complete the Project in strict accordance with the requirements of this Agreement. Work includes, but is not limited to, the Construction Phase Services, additional work required by Change Orders, and any other work reasonably inferable from this Agreement.

The term “reasonably inferable” takes into consideration the understanding of the parties that some details necessary for completion of the Work may not be shown on the Drawings or included in the Specifications, but they are a requirement of the Work if they are a usual and customary component of the Work or otherwise necessary for complete installation and operation of the Work.

1.64 Work Progress Schedule means the continually updated time schedule based on Baseline Schedule, prepared, and monitored by Contractor that accurately indicates all necessary appropriate revisions as required by the conditions of the Work and the Project while maintaining a concise comparison to the Baseline Schedule.

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Article 2. Wage Rates and Other Laws Governing Construction

2.1 Environmental Regulations. Contractor shall conduct activities in compliance with Applicable Law, including regulations and other requirements of the Contract relating to the environment and its protection at all times. Unless otherwise specifically determined, Owner is responsible for obtaining and maintaining permits related to stormwater run-off. Contractor shall conduct operations consistent with stormwater run-off permit conditions. Contractor is responsible for all items it brings to the Site, including hazardous materials, and all such items brought to the Site by its Subcontractors and suppliers, or by other entities subject to direction of Contractor. Contractor shall not incorporate hazardous materials into the Work without prior approval of Owner and shall provide an affidavit attesting to such in association with request for Substantial Completion inspection.

2.2 Wage Rates. Contractor shall comply with Applicable Law regarding prevailing wages on public works project (“Prevailing Wage Law”). Contractor shall not pay less than the wage scale of the various classes of labor as shown on the prevailing wage schedule provided by Owner in the bid or proposal specifications.

The specified wage rates are minimum rates only. Owner is not bound to pay any claims for additional compensation made by any Contractor because the Contractor pays wages in excess of the applicable minimum rate contained in the Contract. The prevailing wage schedule is not a representation that qualified labor adequate to perform the Work is available locally at the prevailing wage rates.

2.2.1 Notification to Workers. Contractor shall post the prevailing wage schedule in a place conspicuous to all workers on the Project Site. When requested by Owner, Contractor shall furnish evidence of compliance with the Texas Prevailing Wage Law and the addresses of all workers.

2.2.1.1 Pursuant to Tex. Gov’t Code § 2258.024, Contractor shall keep on Site, true and accurate records showing the name and occupation of each worker employed by the Contractor or Subcontractors and the actual per diem wages paid to each worker. The record shall be open to inspection by the ODR and their agents at all reasonable hours for the duration of the contract.

2.2.1.2 With each application for progress payment, Contractor shall make available upon request certified payroll records, including from Subcontractors of any tier level, on Form WH-347 as promulgated by the U.S. Department of Labor, as may be revised from time to time and in unlocked and unprotected Excel format, along with copies of any and all Contract Documents between Contractor and any

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Subcontractors. Pursuant to Tex. Penal Code §§ 37.02 and 37.10, Employees of Contractor and Subcontractors, including all tier levels, shall be subject to prosecution for submitting certified payroll records that contain materially false information.

2.2.1.3 The prevailing wage schedule is determined by Owner in compliance with Tex. Gov’t Code, Ch. 2258. Should Contractor at any time become aware that a particular skill or trade not reflected on Owner’s prevailing wage schedule will be or is being employed in the Work, whether by Contractor or by Subcontractor, Contractor shall promptly inform ODR of the proposed wage to be paid for the skill along with a justification for same and ODR shall promptly concur with or reject the proposed wage and classification.

Contractor is responsible for determining the most appropriate wage for a particular skill in relation to similar skills or trades identified on the prevailing wage schedule. In no case, shall any worker be paid less than the wage indicated for laborers.

2.2.1.4 Pursuant to Tex. Labor Code § 214.008, Misclassification of Workers; Penalty. The Owner requires Contractor and all Subcontractors properly classify individuals as Employees or Independent Contractors.

2.2.2 Penalty for Violation. Contractor, and any Subcontractor, will pay to the State a penalty of sixty dollars ($60), or such greater amount if required by Applicable Law, for each worker employed for each day, or portion thereof, that the worker is paid less than the wage rates stipulated in the prevailing wage schedule.

2.2.3 Complaints of Violations.

2.2.3.1 Owner’s Determination of Good Cause. Upon receipt of

information concerning a violation, Owner will conduct an investigation in accordance with Tex. Gov’t Code, Chapter 2258 and make an initial determination as to whether good cause exists that a violation occurred. Upon making a good cause finding, Owner will retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the prevailing wage schedule and any supplements thereto, together with the applicable penalties, Rev. 09/07/2023 12 such amounts being subtracted from successive progress payments pending a final decision on the violation.

2.2.3.2 No Extension of Time. If Owner’s determination proves valid that good cause existed to believe a violation had occurred, Contractor is not entitled to an extension of time for any delay arising directly or indirectly from the arbitration procedures.

2.2.3.3 Cooperation with Owner’s Investigation. Contractor shall cooperate with Owner during any investigations hereunder.

Such cooperation shall include, but not necessarily be limited to, timely providing the information and/or documentation requested by Owner, which may include certified payroll records on Form WH-347 as promulgated by the U.S. Department of Labor, as may be revised from time to time and in unlocked and unprotected Excel format; and copies of any and all Contract Documents between Contractor and any Subcontractors.

2.2.3.4 Notification to Owner. In the event Contractor or

Subcontractor elect to appeal an initial determination made pursuant to Article 2, the Contractor and/or Subcontractor, as applicable, shall deliver notice thereof to Owner.

2.2.3.5 Arbitration Required if Violation not Resolved. After Texas Tech makes its initial determination, the affected Contractor or Subcontractor and worker have fourteen

(14) days in which to resolve the issue of whether a violation occurred, including the amount that should be retained by Texas Tech or paid to the affected worker. If the Contractor or Subcontractor and affected worker reach an agreement concerning the worker’s claim, the Contractor shall promptly notify Texas Tech in a written document signed by the worker. If the Contractor or Subcontractor and affected worker do not agree before the fifteenth (15th) day after Texas Tech’s determination, the Contractor or Subcontractor and affected worker must participate in binding arbitration in accordance with the Texas General Arbitration Act, Chapter 171, Tex. Civ.

Prac. & Rev. Code. The parties to the arbitration have ten

(10) days after the expiration of the fifteen (15) days referred to above, to agree on an arbitrator; if by the eleventh (11th) day there is no agreement to an arbitrator, Rev. 09/07/2023 13 a district court shall appoint an arbitrator on the petition of any of the parties to the arbitration.

2.2.3.6 Arbitration Award. If an arbitrator determines that a violation has occurred, the arbitrator shall assess and award against the Contractor or Subcontractor the amount of penalty as provided in Article 2 thereof and the amount owed the worker. Texas Tech may use any amounts retained under Article 2 to pay the worker the amount as designated in the arbitration award. If Texas Tech has not retained enough from the Contractor or Subcontractor to pay the worker in accordance with the arbitration award, the worker has a right of action against the Contractor and Subcontractor as appropriate, and the surety of either to receive the amount owed, attorney’s fees and costs and court costs. The Contractor shall promptly furnish a copy of the arbitration award to Texas Tech.

2.2.3.7 Prevailing Wage Retainage. Money retained pursuant to Article 2 shall be used to pay the claimant or claimants the difference between the amount the worker received in wages for labor on the Project at the rate paid by the Contractor or Subcontractor and the amount the worker would have received at the general prevailing wage rate as provided by the agreement of the claimant and the Contractor or Subcontractor affected, or in the arbitrator’s award. Any retained funds in excess of these amounts shall be paid to the Contractor on the earlier of the next progress payment or final payment. Provided, however, that Texas Tech shall have no duty to release any funds to either the claimant or the Contractor until it has received the notices of agreement, or the arbitration award as provided under Article 2.

2.3 Choice of Law; Venue for Suits. The Contract Documents shall be governed by and construed in accordance with Applicable Law and without regard to its conflict of laws principles. Provided the dispute resolution requirements of Article 15 of the Uniform General Conditions are met, venue and jurisdiction over any suit brought for breach of contract for this Project shall be in the court of competent jurisdiction in the county designated in the Agreement. If venue is not designated in the Agreement, venue shall be Lubbock, Lubbock County, Texas.

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2.4 Licensing of Trades. Contractor shall comply with all applicable provisions of Applicable Law related to license requirements for skilled tradesmen, contractors, suppliers and or laborers, as necessary to accomplish the Work. In the event Contractor, or one of its Subcontractors, loses its license during the term of performance of the Contract, Contractor shall promptly hire or contract with a licensed provider of the service at no additional cost to Owner.

2.5 Royalties, Patents, and Copyrights. Contractor shall pay all royalties and license fees, defend suits or claims for infringement of copyrights and patent rights, and shall hold Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by Owner or A/E. However, if Contractor has reason to believe that the required design, process, or product is an infringement of a copyright or a patent, Contractor shall be responsible for such loss unless such information is promptly furnished to A/E. Contractor shall defend all suits or claims for infringement of any patent or copyright and shall save Texas Tech harmless from loss or liability, direct or indirect, arising with respect to the Contractor’s process in the formulation of its bid or proposal or performance of the Work or otherwise arising in connection therewith. Texas Tech reserves the right to provide its own defense to any suit or claim of infringement of any patent or copyright, in which event the Contractor shall indemnify and save harmless Texas Tech from all costs and expenses, including reasonable attorney’s fees, costs and judgments, arising from such defense.

2.6 State Sales and Use Taxes. Owner qualifies for exemption from certain State and local sales and use taxes pursuant to the provisions of Tex. Tax Code, Chapter 151.

Upon request from Contractor, Owner shall furnish evidence of tax-exempt status.

Contractor may claim exemption from payment of certain applicable State taxes by complying with such procedures as prescribed by the State Comptroller of Public Accounts. Owner acknowledges not all items qualify for exemption. Owner is not obligated to reimburse Contractor for taxes paid on items that qualify for tax exemption.

2.7 Compliance with Laws. In the execution of the Contract Documents and the Work, the Contractor shall comply with all Applicable Law, including but not limited to, laws governing labor, equal employment opportunity, safety, environmental protection, energy and water conservation and consumption, and prevailing wage rates. The Contractor shall make itself familiar with and at all times shall observe and comply with all Applicable Law which in any manner affect the conduct of the Work. The Contractor shall indemnify and save harmless the State and its official representatives against any claim arising

Rev. 09/07/2023 15 from violation of any Applicable Law by itself, its Subcontractors, and its employees. Except where expressly required otherwise by Applicable Law, neither Texas Tech nor the A/E shall be responsible for monitoring Contractor’s compliance with any laws or regulations.

2.7.1 The Contractor shall cooperate with city or other governmental officials at all times where their jurisdiction applies. The Contractor shall make application, pay all fees, and provide supporting documentation necessary to secure permits, which are required for the performance of the Contract Documents and the Work.

Contractor has a continuing obligation throughout the term of the Contract to conduct its operations under duly issued permits and, in the event Contractor loses or has revoked a necessary permit, Contractor must take immediate steps to apply for and receive another permit.

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Article 3. General Responsibilities of Owner and Contractor

3.1 Owner’s General Responsibilities. Owner is the entity identified as such in the Contract and referred to throughout the Contract Documents as if singular in number.

3.1.1 Preconstruction Conference. Prior to, or concurrent with, the issuance of Notice to Proceed with construction, a conference will be convened for attendance by Owner, Contractor, A/E and appropriate Subcontractors.

The purpose of the conference is to establish a working understanding among the parties as to the Work, the operational conditions at the Project Site, and general administration of the Project. Topics include communications, schedules, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, maintaining required records and all other matters of importance to the administration of the Project and effective communications between the Project team members.

3.1.2 Owner’s Designated Representative. ODR has the express authority to act and bind Owner to the extent and for the purposes described in the Agreement and these Uniform General and Supplementary Conditions, including responsibilities for general administration of the Contract.

3.1.2.1 Unless otherwise specifically defined elsewhere in the Contract Documents, ODR is the single point of contact between Owner and Contractor. Notice to ODR, unless otherwise noted, constitutes notice to Owner under the Contract.

3.1.2.2 All directives on behalf of Owner will be conveyed to Contractor and A/E by ODR in writing.

3.1.2.3 Owner will furnish or cause to be furnished, free of charge, the number of complete sets of the Drawings, Specifications, and addenda as provided in the Supplementary General Conditions or Special Conditions.

3.1.3 Owner Supplied Materials and Information.

3.1.3.1 Owner will furnish to Contractor those surveys describing the physical characteristics, legal description, limitations of the Site, Site utility locations, and other information used in the preparation of the Contract Documents.

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3.1.3.2 Owner will provide information, equipment, or services under Owner’s control to Contractor with reasonable promptness.

3.1.4 Availability of Lands. Owner will furnish, as indicated in the Contract, all required rights to use the lands upon which the Work occurs. This includes rights-of-way and easements for access and such other lands that are designated for use by Contractor. Contractor shall comply with all Owner identified encumbrances or restrictions specifically related to use of lands so furnished. Owner will obtain and pay for easements for permanent structures or permanent changes in existing facilities.

3.1.5 Limitation on Owner’s Duties.

3.1.5.1 Owner will not supervise, direct, control or have authority over or be responsible for Contractor’s means, methods, technologies, sequences or procedures of construction or the safety precautions and programs incident thereto. Owner is not responsible for any failure of Contractor to comply with laws and regulations applicable to the Work. Owner is not responsible for the failure of Contractor to perform or furnish the Work in accordance with the Contract Documents. Except as provided in Article 2, Owner is not responsible for the acts or omissions of Contractor, or any of its Subcontractors, suppliers or of any other person or organization performing or furnishing any of the Work on behalf of Contractor.

3.1.5.2 Owner will not take any action in contravention of a design decision made by A/E in preparation of the Contract Documents when such actions are in conflict with statutes under which A/E is licensed for the protection of the public health and safety.

3.2 Role of Architect/Engineer. Unless specified otherwise in the Contract between Owner and Contractor, A/E shall provide general administration services for Owner during the construction phase of the project. Written correspondence, requests for information, and Shop Drawings/submittals shall be directed to A/E for action. A/E has the authority to act on behalf of Owner to the extent provided in the Contract Documents, unless otherwise modified by written instrument, which will be furnished to Contractor by ODR, upon request.

3.2.1 Site Visits.

3.2.1.1 A/E will make visits to the Site at intervals as provided in the A/E’s Contract with Owner, to observe the progress and the

Rev. 09/07/2023 18 quality of the various aspects of Contractor’s executed Work and report findings to Owner.

3.2.1.2 A/E has the authority to interpret Contract Documents and inspect the Work for compliance and conformance with the Contract. Except as referenced in Article 3, Owner retains the sole authority to accept or reject Work and issue direction for correction, removal, or replacement of Work.

3.2.2 Clarifications and Interpretations. It may be determined that clarifications or interpretations of the Construction Documents are necessary. Upon direction by ODR, such clarifications or interpretations will be provided by A/E consistent with the intent of the Construction Documents. A/E will issue these clarifications with reasonable promptness to Contractor as A/E’s supplemental instruction (“ASI”) or similar instrument. If Contractor believes that such clarification or interpretation justifies an adjustment in the Contract Sum or the Contract Time, Contractor shall so notify Owner in accordance with the provisions of Article 11.

3.2.3 Limitations on Architect/Engineer Authority. A/E is not responsible for:

3.2.3.1 Contractor’s means, methods, techniques, sequences, procedures, safety, or programs incident to the Project, nor will A/E supervise, direct, control or have authority over the same;

3.2.3.2 The failure of Contractor to comply with laws and regulations applicable to the furnishing or performing the Work;

3.2.3.3 Contractor’s failure to perform or furnish the Work in accordance with the Contract Documents; or

3.2.3.4 Acts or omissions of Contractor, or of any other person or organization performing or furnishing any of the Work.

3.3 Contractor’s General Responsibilities. Contractor is solely responsible for implementing the Work in full compliance with all Applicable Laws and the Contract Documents and shall supervise and direct the Work using the best skill and attention to assure that each element of the Work conforms to the Contract requirements. Contractor is solely responsible for all construction means, methods, techniques, safety, security, sequences, coordination, procedures, and protection of the installed Work as part of the contract until Substantial Completion of the project. Contractor remains responsible for the care and protection of materials and Work in the areas where Punchlist items are completed until Final Completion.

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3.3.1 Project Administration. Contractor shall provide Project administration for all Subcontractors, vendors, suppliers, and others involved in implementing the Work and shall coordinate administration efforts with those of A/E and ODR in accordance with these general conditions and other provisions of the Contract, and as outlined in the Preconstruction Conference. Contractor’s Project Administration includes periodic daily reporting on weather, Work progress, labor, materials, equipment, obstructions to prosecution of the Work, accidents and injuries in accordance with the Contract and transmitted no less frequently than on a weekly basis.

3.3.2 Contractor’s Management Personnel. Contractor shall employ a competent person or persons who will be present at the Project Site during the progress of the Work to supervise or oversee the Work. The competent persons are subject to the approval of ODR. Contractor shall not change approved staff during the course of the project without the written approval of ODR unless the staff member leaves the employment of Contractor. Contractor shall provide additional quality control, safety and other staff as stated in the Supplementary General Conditions.

3.3.3 Labor. Contractor shall provide competent, suitably qualified personnel to survey, lay-out, and construct the Work as required by the Contract Documents and maintain good discipline and order at the Site at all times.

3.3.3.1 SEX OFFENDER REGISTRATION. Contractor agrees to

provide the following notice to all of its employees and Subcontractors who may work on any campus of Texas Tech University System:

ALL SEX OFFENDERS ARE REQUIRED TO REGISTER

WITH LOCAL LAW ENFORCEMENT AUTHORITIES

UNDER CHAPTER 62 OF THE TEXAS CODE OF

CRIMINAL PROCEDURE AND WHO INTEND TO WORK

OR CARRY ON A VOCATION (FULL-TIME OR PART-

TIME) ON ANY CAMPUS OF THE TEXAS TECH

UNIVERSITY SYSTEM FOR A CONSECUTIVE PERIOD

EXCEEDING FOURTEEN (14) DAYS OR FOR AN

AGGREGATE PERIOD EXCEEDING THIRTY (30) DAYS

IN A CALENDAR YEAR. SEX OFFENDERS ARE

REQUIRED TO REGISTER (OR VERIFY REGISTRATION)

WITH THE TEXAS TECH POLICE DEPARTMENT IN

ACCORDANCE WITH ARTICLE 62.153 OF THE TEXAS

CODE OF CRIMINAL PROCEDURE WITHIN SEVEN (7)

DAYS OF BEGINNING WORK ON ANY CAMPUS OF THE

Rev. 09/07/2023 20

TEXAS TECH UNIVERSITY SYSTEM. IN ADDITION,

SUCH SEX OFFENDERS ARE REQUIRED TO NOTIFY

THE TEXAS TECH POLICE DEPARTMENT WITHIN

SEVEN (7) DAYS OF TERMINATING WORK ON ANY

CAMPUS OF TEXAS TECH UNIVERSITY SYSTEM. FOR

ADDITIONAL INFORMATION, PLEASE CONTACT THE

TEXAS TECH POLICE DEPARTMENT, 2901 4TH ST.,

LUBBOCK, TX 79409, 806-742-3931.

3.3.4 Services, Materials, and Equipment. Unless otherwise specified, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities, incidentals, and services necessary for the construction, performance, testing, start-up, inspection, and completion of the Work.

3.3.4.1 The Contractor or Construction Manager-at-Risk may use, at no cost, the existing Texas Tech campus utility infrastructure to perform the Work, including construction, start-up testing, and commissioning. The Contractor or Construction Manager-at-Risk shall be responsible for all other utility costs including connection charges. In all cases, the Contractor or Construction Manager-at-Risk shall be responsible for utility costs related to all jobsite offices.

3.3.5 Contractor General Responsibility. For Owner furnished equipment or material that will be in the care, custody, and control of Contractor, Contractor is responsible for damage or loss. Owner shall deliver to Contractor a complete list and respective values of such materials or equipment and make an equitable adjustment to the contract amount for any increase in cost of Builder’s Risk insurance.

3.3.6 Non-Compliant Work. Should A/E and/or ODR identify Work as non-compliant with the Contract Documents, A/E and/or ODR shall communicate the finding to Contractor, and Contractor shall correct such Work at no additional cost to the Owner. The approval of Work by either A/E or ODR does not relieve Contractor from the obligation to comply with all requirements of the Contract Documents.

3.3.6.1 The approval of Work by either the A/E or ODR does not relieve the Contractor from compliance with all requirements of the Contract Documents where such

Rev. 09/07/2023 21 requirements are not judged at the time of observation of the Work due to Work sequences by the Contractor or the lack of time to judge the performance characteristics of the particular Work item.

3.3.7 Subcontractors. Contractor shall not employ any Subcontractor, supplier or other person or organization, whether initially or as a substitute, against whom Owner shall have reasonable objection. Owner will communicate such objections in writing within ten (10) days of receipt of Contractor’s intent to use such Subcontractor, supplier, or other person or organization.

Contractor is not required to employ any Subcontractor, supplier or other person or organization to furnish any of the Work to whom Contractor has reasonable objection. Contractor shall not substitute Subcontractors without the acceptance of Owner. Pursuant to Tex. Gov’t Code § 2269.256(b), if the Contractor reviews, evaluates and recommends that the Owner accept a bid or proposal from a Subcontractor but the Owner requires another bid or proposal to be accepted, Owner shall compensate the Contractor by a change in price, time or guaranteed maximum cost for any additional cost or risk the Contractor will incur because of Owner’s requirement to select another bid or proposal rather than the one recommended.

3.3.7.1 All Subcontracts and supply contracts shall be consistent with and bind the Subcontractors and suppliers to the terms and conditions of the Contract Documents including provisions of the Contract between Contractor and Owner.

3.3.7.2 Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, suppliers and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with Contractor.

Require all Subcontractors, suppliers and such other persons and organizations performing or furnishing any of the Work to communicate with Owner only…