Line Construction Labor Contract and Specification Package

FY 2026-2027

Page

Weatherford Municipal Utility System FY 2026-2027 Line Construction Labor

Contract and Specification Package

1 Bidding Instructions

1.1 Required Bid Inclusions

1.2 Specific Instructions and Information

1.3 Evaluation of Bids

1.4 Local Conditions

1.5 Contacts

2 Bidding Forms

3 Line Construction Labor General Conditions

3.1 Scope

3.2 Definitions

3.3 Headings

3.4 State Law Governing Contract

3.5 Non-waiver of Rights

3.6 Equal Employment Opportunity

3.7 Copies of Contract

3.8 Date of Contract

3.9 Verbal Statements

3.10 Scope, Nature, and Intent of Specifications and Drawings

3.11 Standards, Codes, Laws, Regulations, and Permits

3.12 Interpretations and Decisions

3.13 Materials and Workmanship

3.14 Force Majeure

3.15 Observation of Work

3.16 Payments

3.17 Release of Mechanic’s Liens

3.18 Patents

3.19 Correction of Work after Final Payment and Warranty

3.20 Assignment or Subcontract

3.21 Indemnification

3.22 Limitations of Liability

3.23 Time of the Essence

3.24 Termination for Cause

3.25 Termination for Convenience

3.26 Suspension of Work

3.27 Changes in the Work

3.28 Insurance

3.29 Independent Contractor

3.30 Bond Requirements

3.31 Prompt Payment Act

3.32 Governing Law

3.33 Immunities

3.34 Prevailing Wages

3.35 Complete Agreement

4 Line Construction Labor Contract Form

5 Line Construction Technical Specification

5.1 Scope

5.2 Contractor Qualifications

5.3 Crew Composition and Qualifications

5.4 Equipment Requirements

5.5 Bidding Units

5.6 Billing and Work Assignment Procedures

5.7 Fuel Cost Adjustment

5.8 Terms and Contract Renewal

5.9 General Work Goals and Requirements

5.10 Scheduling and Work Flow

5.11 Clean-Up and Disposal Requirements

1 Bidding Instructions

1.1 Required Bid Inclusions

1.1.1 To be considered for evaluation, the following accompanying forms shall be properly filled out and returned with the bid:

1.1.1.1 Summary of Bid Proposal.

1.1.1.2 Conflict of Interest Questionnaire.

1.1.2 To be considered for evaluation, the following additional certificates or other information shall be returned with the bid:

1.1.2.1 Bid bond in the amount of $100,000.

1.1.2.2 Any addenda, amendments, or interpretations subsequently issued by the Owner.

1.1.2.3 Insurance certificate.

1.1.2.4 References from within other regional Utilities.

1.1.2.5 Texas Government Code Verifications.

1.1.2.5.1 Contractor verifies and certifies that it does not and during the duration of this Agreement will not:

1.1.2.5.1.1 Boycott Israel as that term is defined in Texas Government Code Section 808.001 and Chapter

2271, as amended;

1.1.2.5.1.2 Do business with Iran, Sudan, or a foreign terrorist organization, as defined in Texas Government

Code Chapter 2270, as amended;

1.1.2.5.1.3 Boycott energy companies as defined in Texas Government Code Section 809.001 and Chapter

2274, as amended; or

1.1.2.5.1.4 Discriminate against a firearm entity or firearm trade association as defined in Texas Government

Code Chapter 2274, as amended.

1.1.3 Bids which lack the required information may be deemed non-responsive and may not be evaluated.

1.2 Specific Instructions and Information

1.2.1 Summary of Bid Proposal shall be filled out and submitted with the bid proposal. Bids made in letter form without the Summary of Bid Proposal form and without the General

Specifications and Technical Specifications attached shall be considered non-responsive and shall not be considered.

1.2.2 The Contract shall be awarded to the lowest responsible bidder or the bidder offering the best value for WMUS utilizing the evaluation criteria set forth in Section 1.3.

1.2.3 Each Bidder shall thoroughly and fully inform himself of all factors that would affect the execution and completion of the work and cost associated with this bid. It shall be understood and agreed that all such factors have been investigated and considered in the preparation of every proposal submitted. There shall be no subsequent financial adjustment to the contract award that is based on the lack of such prior information or its effect on the cost of the work.

1.2.4 If the Bidder contemplates submitting a bid for the proposed contract is in doubt as to the true meaning of any part of the specifications and other proposed contract documents, he may submit to the Owner a written request for an interpretation thereof. The Bidder submitting the request will be responsible for its prompt and actual delivery. Any interpretation of such documents will be made by addendum duly issued, and a copy of such addendum will be mailed or delivered to each person receiving a set of such documents. The

Owner will not be responsible for any other explanations or interpretations of such documents, which anyone presumes to be made on behalf of the Owner before expiration of the ultimate time, set for receipt of bids.

1.2.5 Verbal communications by the Bidder with any person, whether employees of the WMUS or any other individual, will not be considered binding. Only written requests will be responded to.

1.2.6 Signed copies of the Insurance Certificate, Conflict of Interest Questionnaire, Vendor

Questionnaire, and Texas Government Code verifications shall be in place and approved by the City before any contract can take effect. Insurance Certificate shall show no less than

$1,000,000 in property and liability coverage and shall name City of Weatherford as an additional insured.

1.2.7 All proposals shall be submitted in duplicate.

1.2.8 Proposals may be withdrawn and resubmitted at any time prior to the time set for the opening of the bids, but no proposal may be altered thereafter.

1.2.9 Bid opening date shall be:

Tuesday, September 15th, at 2:00PM

1.2.10 Bid opening location shall be:

City Council Chambers

303 Palo Pinto

Weatherford, TX 76086

1.2.11 All proposals shall be addressed as follows:

“SEALED BID” 2026-017 Line Construction Services

Purchasing Department

Weatherford Municipal Utility System

303 Palo Pinto Street

Weatherford, TX 76086

BIDS DO NOT OPEN

FY 2026-2027 Line Construction Labor Services (Bid 2026-017)

1.3 Evaluation of Bids

1.3.1 This contract will be awarded either to the lowest responsible bidder or to the bidder who provides goods or services at the best value for the municipality in accordance with Chapter

252 of the Texas Local Government Code. In determining the best value, the Owner may consider the following:

(1) the purchase price;

(2) the reputation of the bidder and of the bidder's goods or services;

(3) the quality of the bidder's goods or services;

(4) the extent to which the goods or services meet the Owner’s needs;

(5) the bidder's past relationship with the Owner;

(6) the impact on the ability of the Owner to comply with laws and rules relating to contracting with historically underutilized businesses and nonprofit organizations employing persons with disabilities; and

(7) the total long-term cost to the Owner to acquire the bidder's goods or services.

1.3.2 Delivery will be an evaluation factor. Substitute products will be evaluated and adjustments made by the Owner to achieve equality.

1.4 Local Conditions

1.4.1 Each Contractor shall fully inform himself with all factors, which would affect the prosecution and completion of the work and cost thereof. It shall be understood and agreed that all such factors have been investigated and considered in the preparation of every proposal submitted.

1.5 Contacts

1.5.1 For all questions contact Chauntal Anderson (817) 598-4236 canderson@weatherfordtx.gov. All questions shall be submitted on or before September 8, 2026.

2 Bidding Forms

2.1.1 The bidding forms for submitting unit prices will be downloadable as Adendum 1 and

Addendum 2. The completed Addendums need to be submitted in hard copy with all other bid documents.

mailto:canderson@weatherfordtx.gov

3 Line Construction Labor General Conditions

3.1 Scope

3.1.1 The Contract consists of the Agreement, Owner's Letter of Intent and Supplements, these

General Conditions, the Drawings and Specifications, Notice to Contractors, Instructions to

Bidders, Proposal, Addenda to Drawings and Specifications if subsequently issued, all supplementary and/or Special Conditions if subsequently issued, duly authorized Change

Orders, engineering data furnished by the Contractor, and instructions furnished by manufacturers of equipment for the installation thereof, and any other exhibits specified in the Agreement.

3.1.2 Any provision of these General Conditions that follows which pertains to a nonexistent condition, or which conflicts with any provision of the Agreement, Special Conditions and/or

Specification will have no meaning in the Contract and shall be disregarded.

3.2 Definitions

3.2.1 Owner and Contractor are those mentioned in the Agreement. They are treated throughout as if each were of masculine gender and singular number.

3.2.2 The term work includes such equipment, labor, material, methods and transportation or other facilities as may be necessary to complete the Contract.

3.2.3 The term subcontractor includes only those having a direct contract with the Contractor and it includes one who furnished material worked to a special design according to the plans and specifications of this work, but does not include one who merely furnishes material not so worked.

3.2.4 The term "date of Contract" shall be the date of the Contract Agreement.

3.2.5 The term "day" and/or "days" shall mean a calendar day or days of twenty-four hours each.

3.2.6 The term "drawings" includes all drawings prepared and submitted by the Owner to the

Contractor during the progress of the work as provided herein.

3.2.7 The terms "approved", "as approved", "acceptable", "suitable", "properly", "satisfactory", shall mean "approved", "as approved", etc., by the Owner.

3.2.8 The term "Contract Price" shall mean the total monies, adjusted in accordance with the provisions of the Contract Documents, payable to the Contractor under this Contract.

3.2.9 The term "Specification" shall mean the written technical provision, both general and specific, further describing the work, which form a part of the Contract Documents.

3.2.10 The term "Contract Documents" includes the documents specifically identified and incorporated herein by reference in Paragraph 3.1.1 hereof.

3.3 Headings

3.3.1 The headings of Articles, Sections, paragraphs and other parts of the Contract are for convenience only and do not define, limit or construe the contents thereof.

3.4 State Law Governing Contract

3.4.1 This Contract shall be governed by the laws of the State of Texas.

3.5 Non-waiver of Rights

3.5.1 No delay or omission by Owner to exercise any right hereunder shall be construed as a waiver of such right unless such waiver is in writing. No waiver by Owner or any breach of the

Contract on the part of Contractor shall be construed as waiver of any subsequent breach.

3.6 Equal Employment Opportunity

3.6.1 Contractor shall comply with all applicable federal, state, and local laws, rules, regulations, and reporting requirements.

3.7 Copies of Contract

3.7.1 A minimum of two copies of the Contractor's proposal as submitted, and the Agreement shall be prepared. Additional copies shall be prepared if so directed by the Owner. These copies, each containing the Agreement signed by the Contractor, shall be submitted to and signed by the Owner; one fully executed copy shall be delivered to the Contractor. All additional copies of the above documents are to be retained by the Owner in addition to the original copy thereof in the Owner's copy of the executed documents.

3.8 Date of Contract

3.8.1 The date of the Contract shown in the agreement shall be the date of the Contract regardless of the date when the Contract is signed and delivered.

3.9 Verbal Statements

3.9.1 Verbal statements are not binding. Verbal statements do not form a part of, or alter in any way, the written agreement.

3.10 Scope, Nature, and Intent of Specifications and Drawings

3.10.1 Specifications and Drawings supplement each other and together constitute one complete set of Specifications and Plans so that any work exhibited in one and not in the other shall be executed just as if it had been set forth in both, in order that the work shall be completed to the complete design or designs as decided and determined by the Owner.

3.10.2 It is understood and agreed that the work shall be performed and completed according to the true spirit, meaning, and intent of the Contract, Specifications and Drawings. It is incumbent on the Contractor that the Contractor shall furnish the Work complete and that the work be satisfactory in all respects and fulfills the guarantees of the job specifications.

3.10.3 Should anything be omitted from the Specifications and Drawings which is necessary to a clear understanding of the Work, or should it appear that various instructions are in conflict, then the Contractor shall secure written instructions from the Owner before proceeding with the construction affected by such omissions and/or discrepancies.

3.10.4 The Owner assumes no responsibility for bidding errors or omissions caused by failure of

Contractor or any of his subcontractors to inspect and familiarize themselves with the complete set of Contract Documents.

3.10.5 The Owner assumes no responsibility for the means or methods employed by the Contractor or any of his subcontractors in the performance of the work or of the Contract.

3.11 Standards, Codes, Laws, Regulations, and Permits

3.11.1 Contractor shall comply with all applicable laws, rules, regulations, codes, and standards of all federal, state, local and municipal governmental agencies having regulatory jurisdiction over the work covered by this Contract.

3.11.2 In performance of the work, Contractor shall incorporate into the work and comply with the applicable requirements of the codes and standards stated in the technical specifications hereof and in effect on the effective date of the Contract.

3.11.3 Contractor shall, at his own expense, defend, indemnify and save harmless Owner and his respective officers, directors, agents and employees from and against all liability, loss, or damages assessed against Owner and his respective officers, directors, agents and employees

(including attorneys' fees and other court costs incurred by any party indemnified hereunder in cooperation with or when requested by Contractor) suffered by any party indemnified hereunder as a result of noncompliance by Contractor with this Article 3.11.

3.11.4 Contractor shall secure and pay for all permits, governmental fees and licenses necessary for proper execution and completion of the work unless otherwise specified in the contract documents.

3.11.5 In the event that any countervailing or antidumping duty, or any similar duty, is imposed upon any merchandise covered by this Contract pursuant to the Tariff Act of 1930, as now or hereafter amended, or by any similar enactment, it is expressly agreed upon and understood between the parties that all costs incurred as a result of any duty investigation or imposition of any such duty, including, but not limited to, the duty itself, and all legal and administrative expenses necessitated by any such investigation, shall be borne exclusively by the Contractor and/or his affiliates, representative or subcontractors and shall not in any event be paid for by the Owner.

3.12 Interpretations and Decisions

3.12.1 Owner shall issue directly, with reasonable promptness such written clarifications or interpretations (in the form of drawings or otherwise) as may be determined necessary by

Owner for the proper execution of the work, such clarifications and interpretations to be consistent with or reasonably inferable from the overall intent of the Contract. If the

Contractor believes that a written clarification and interpretation changes Contractor's scope of work so as to entitle him to an adjustment in the Contract Price, Contractor may make a claim therefore as provided in Article 3.27 hereof.

3.13 Materials and Workmanship

3.13.1 Unless otherwise specifically provided for the in the specifications, all equipment, materials, and supplies used on the Work covered by this Contract are to be new and of the most suitable grade of their respective kinds for the purpose and all workmanship shall be first class.

Contractor agrees that all work shall be performed by competent and adequately skilled workmen.

3.13.2 Whenever any material, equipment, method of work or process is indicated or is specified in the Contract Documents, without reservation, by patent or proprietary name of the manufacturer, or by catalog number, such specification shall be deemed to be used for the purpose of establishing a standard of quality and facilitating the description of the material, equipment, method of construction, or process desired and shall be deemed to be followed by the words "or equivalent". In such cases, Contractor may offer to furnish another material, equipment, or process, which shall be substantially equivalent in every respect to that indicated or specified.

3.13.3 Offers of substitution for items described in the Contract Documents will be considered only upon request of Contractor, and no requests for substitutions will be acknowledged or considered from suppliers, distributors, manufacturers of subcontractors or any other source. Requests for approval of substitution shall be made by submitting a Change request and shall be accompanied by documentary evidence of equivalence in the form of descriptive literature, sample records or performance, certified copies of tests by independent recognized laboratories, and difference in price and delivery, if any, in the form of certified quotations from suppliers of both and the specified materials, equipment, method of construction or process and the proposed substitute.

3.13.4 Substitutions will be permitted only with the Owner's written consent using a Contract

Amendment.

3.14 Force Majeure

3.14.1 Performance of the Contract by each party shall be pursued with due diligence in all requirements hereof; however, neither party shall be liable for any loss or damage for delay or for nonperformance due to causes not reasonably within his control, such as, but not limited to, acts of civil or military authority, (e.g., courts or administrative agencies), acts of

God, war, riot or insurrection, inability to obtain any required permits or licenses, blockades, embargoes, sabotage, epidemics, fires, floods, strikes, lockouts or other labor disputes or difficulties. In the event of any delay resulting from such causes, the time for performance of each of the parties hereto (including the payment of monies) shall be extended for a period of time reasonably necessary to overcome the effect of such delays. No further modification to the other terms and conditions of this Contract shall occur.

3.14.2 In the event of any delay or nonperformance caused by the above causes, the party affected shall promptly notify the other in writing of the nature, cause, date of commencement and the anticipated extent of such delay, and shall indicate whether it is anticipated that any completion dates will be affected thereby.

3.15 Observation of Work

3.15.1 The Owner and/or his representative shall have the right at all reasonable times to observe the Work. Owner may reject any work found to be defective or not in accordance with the

Contract, regardless of the stage of its completion of the time or place of discovery of such errors, and regardless of whether Owner's observer has previously accepted the work through oversight or otherwise. Such observation by Owner and/or his representative shall in no way relieve Contractor from his obligations to provide service in accordance with the

Contract.

3.16 Payments

3.16.1 No certificates given or payments made shall be considered as conclusive evidence of the performance of the Contract, either wholly or in part, nor shall any certificate or payment be construed as acceptance of defective work. Contractor shall, if required, at time of delivery or when final payment is requested, furnish Owner with a verified certificate showing names of

Contractor's suppliers, hereunder, the work to be done by and the amount payable to each, and shall furnish waivers or other evidence acceptable to Owner that Contractor and said suppliers have been paid in full or in sufficient amount to justify the requested payment.

Acceptance by Contractor of final payment on the Contract Price shall constitute a waiver of all claims against Owner.

3.17 Release of Mechanic’s Liens

3.17.1 To the full extent permissible, Contractor hereby waives for himself, his successors in interests, assigns and employees, and for all subcontractors, their successors in interest, assigns and employees, any and all claims or rights of lien upon Owner's property, or any part thereof, as a result of furnishing of labor, services, equipment and/or materials under the terms of this Contract, or any amendment or supplement thereto, or under any subcontractor, and agrees that this provision shall be incorporated in all subcontracts.

Moreover, neither the final payment nor any part of the retained percentage shall become due until Contractor, if required, shall deliver to Owner a complete release of liens arising out of the Contract, or receipts in full in lieu thereof, and if required in either case, an affidavit that so far as he has knowledge or information that releases and receipts include all the labor, services, equipment and materials for which a lien could be filed, but the Contractor may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond, satisfactory to Owner to indemnify the Owner against any lien. If any lien remains unsatisfied after all payments are made, the Contractor shall refund to the Owner all monies that the latter may be compelled to pay in discharging such a lien including all costs and attorney's fees.

3.18 Patents

3.18.1 Contractor shall pay all royalties and license fees which may be payable on account of the work or any part thereof. He shall defend all suits or claims instituted against Owner for the infringement of any patent rights, or at Owner's option, reimburse Owner for all costs and expenses including reasonable attorney's fees incurred by Owner in defending any such suits or proceedings, and shall save Owner harmless against, and shall pay all awards of damages assessed and all costs of suit adjusted against Owner in such suits or proceedings provided

Owner gives Contractor reasonable notice in writing of the institution of any such suit or proceedings, permits him to defend it, and gives him all such information, assistance, and authority as shall be necessary to enable him to do so. In case any part of the work is held in any such suit to constitute infringement and its use is enjoined, Contractor shall, within a reasonable time, secure for Owner the perpetual right to continue the use of such part of the work by procuring for Owner a royalty-free license or such other permission as will enable

Contractor to secure the suspension of any injunction.

3.19 Correction of Work after Final Payment and Warranty

3.19.1 Neither the final payment nor certificate nor any provision in the Contract shall relieve the

Contractor of responsibility for faulty supplies or workmanship.

3.19.2 Contractor warrants that the work will be of the best quality and satisfactory to the

Owner in every particular, and agrees, promptly and at his own expense, to remedy in conformity with the Contract, any part of the work which during the first year of actual use in service proves defective or otherwise unsuitable for the purposes contemplated by this Contract.

3.19.2.1 Contractor explicitly warrants that mechanical compaction of backfilled soils around pole installations and excavations, along cable or conduit installations, in holes or pits, and under pad mounted equipment shall not settle or allow pad mounted equipment to become unlevel, and agrees, promptly and at his own expense, to remedy in conformity with the Contract, any part of the work which during the first one year after installation does settle or become unlevel.

3.19.3 In no event shall Contractor's warranties set out above be held to limit or reduce

Contractor's liability for defects, faulty or nonconforming work or materials to less than its legal limit or scope under the laws of the state of Texas.

3.20 Assignment or Subcontract

3.20.1 Neither this Contract nor the duties to be performed hereunder nor monies to become due hereunder shall be subcontracted, assigned, delegated or otherwise disposed of by

Contractor without prior written consent of the Owner which written consent shall not be unreasonably withheld.

3.20.2 No permitted assignment of this Contract or subcontracting of any duties hereunder shall relieve Contractor of any of his obligations hereunder.

3.20.3 If this Contract should be permitted to be assigned by the Owner it shall be binding upon and shall insure to the benefit of the permitted assignee.

3.20.4 This Article shall not apply to the purchase supplies from materialmen, suppliers or vendors furnishing such material to be used in the work to be performed by Contractor when such supplies are purchased by Contractor in his normal course of business.

3.21 Indemnification

3.21.1 Contractor agrees and shall cause his subcontractors, if any, to agree to protect, indemnify and hold Owner and his respective officers, agents, employees, successors and assigns free and harmless from and against any and all claims, demands and causes of action of every kind and character (including the amounts of judgments, penalties, interest, court costs and legal fees incurred by in defense of same) arising in favor of governmental agencies, or third parties whomsoever (including employees of Contractor and any of his subcontractors) on account of taxes, claims, debts, bodily injuries, death or damages to property and, without limitation by enumeration, all other claims or demands of every character occurring in or in anywise incident to, in connection with or arising out of the performance of this Contract or the work to be performed hereunder or on account of or incident to any defective, faulty or nonconforming equipment or material regardless of whether or not the same is caused in whole or in part, through negligence or otherwise, by a party indemnified hereunder. Contractor assumes and shall cause his subcontractor to assume all risks incidental to the performance of the Contract and indemnifies Owner and his respective officers, agents, employees, successors and assigns against all claims arising on account of death, bodily injury or property damage suffered by

Contractor and/or subcontractors, their employees and/or third parties, occurring, or in anywise incident to, in connection with or arising out of the work to be performed by Contractor hereunder.

3.22 Limitations of Liability

3.22.1 In no event shall the Owner or his respective officers, agents, employees, successors and assigns be liable (in contract or in tort, including negligence) to Contractor or subcontractors of any tier for special, indirect, incidental or consequential damages, resulting from the

Owner or his respective officers, agents, employees, successors and assigns performance, nonperformance, or delay in performance of its obligations under this Contract, or from the

Owner or his respective officers, agents, employees, successors and assigns delay, termination (with or without cause) or suspension of the work under this Contract.

Contractor shall secure this limitation of liability under this Article 3.22.1 in all of his subcontracts. This limitation of liability shall not apply to intentional tort or fraud.

3.22.2 The provision of this Article 3.22 and any other provision of this Contract providing for limitation of or protection against liability shall apply to the full extent permitted by law and shall survive termination of this Contract or completion of the work hereunder.

3.22.3 The rights and remedies of Owner provided in this Contract shall in no way limit any other rights and remedies Owner may have at law or in equity.

3.23 Time of the Essence

3.23.1 Time is of the essence in this contract.

3.24 Termination for Cause

3.24.1 Owner may at any time by written notice to Contractor terminate this Contract in whole or in part if Contractor (1) materially fails to perform any of the provisions of this Contract; (2) should enter into any voluntary or involuntary bankruptcy or receivership proceeding; (3) makes an assignment for the benefit of creditors; or (4) fails to make progress so as to give

Owner reason to believe such failure to make progress may endanger performance of this

Contract in accordance with its terms; and Contractor, in any of these circumstances, does not cure such failures within a period of ten (10) days (or such longer period as the Owner may authorize in writing) after receipt of said Notice from the Owner specifying such failure.

3.24.2 In the event Owner terminates this Contract as herein provided, Owner may procure, upon such terms and in such manner as Owner may deem appropriate, completion of the work, any part or combination thereof, so terminated, or procure the terminated work, any part or combination thereof, from another contractor at Owner's sole discretion, and the Contractor shall be liable to Owner for the costs of procurement of, or completion of, said work; provided, however, that Contractor shall continue the performance of this Contract to the extent not terminated under the provisions of this Article 3.24.

3.24.3 Payment for completed work delivered to and accepted by Owner shall be in accordance with the Contract Price. However, Owner may withhold from amounts otherwise due Contractor such sum as Owner determines to be necessary to protect himself against loss because of outstanding liens or claims.

3.24.4 If after notice of termination under the provisions of this Article 3.24, it is determined for any reason that Contractor was not in default of this Contract or Owner elects to excuse such default, the rights and obligations of the parties shall be the same as if termination had been issued pursuant to Article 3.25 Termination for Convenience.

3.25 Termination for Convenience

3.25.1 Owner may terminate the performance of work under this Contract at any time, in whole or in part, at Owner's sole and absolute discretion. Any such termination shall be effected by written notice from Owner to Contractor specifying the extent to which performance of work under this Contract is terminated, and the date upon which such termination becomes effective.

3.25.2 Upon receipt of such notice, and except as otherwise directed by Owner, Contractor shall:

3.25.2.1 Stop work hereunder on the date and to the extent specified in said notice;

3.25.2.2 Place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work as is not terminated.

3.25.2.3 Terminate, to the extent directed by Owner, all orders and subcontracts to the extent that they relate to the performance of work terminated by said notice;

3.25.2.4 Settle, with the approval or ratification of Owner to the extent Owner may require, all outstanding liabilities and all claims arising out of Contractor's termination of orders and subcontracts pursuant to Article 3.25 above (Owner's approval or ratification shall be final for purposes of this Article 3.25);

3.25.2.5 Complete performance of such part of the work as shall not have been terminated by said notice.

3.25.3 After receipt of a notice of termination, Contractor shall submit to Owner his settlement proposal exclusive of any special, indirect, incidental or consequential damages or expenses, in the form and with certification prescribed by Owner. Such proposal shall be submitted promptly, but in no event later than three months from the effective date of termination, unless one or more extensions, in writing, are granted by Owner, pursuant to a written request made by Contractor within such three-month period or authorized extension thereof.

Upon failure of Contractor to submit his settlement proposal within the time allowed, Owner may determine, on the basis of information available to him, the amount, if any, due to

Contractor by reason of the termination and shall thereupon pay to Contractor the amount so determined which amount shall be in full compensation as to any claims arising under this

Contract.

3.25.4 Subject to the provisions of paragraph 3.25.3, Contractor and Owner may agree upon the whole or any part of the amount or amounts to be paid to Contractor by reason of the total or partial termination of work pursuant to this Article 3.25, which amount or amounts may include a reasonable allowance for profit on work done; provided, that such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total Contract Price as reduced by the amount of payments otherwise made and as further reduced by the Contract Price of work not terminated. The Contract shall be amended accordingly, and Contractor shall be paid the agreed amount.

3.25.5 Contractor shall, from the effective date of termination until the expiration of three years after final settlement under this Contract, preserve and make available to a mutually agreed upon independent auditor, at all reasonable times at the office of the Contractor but without direct charge to Owner or said mutually agreed upon independent auditor, all his books, records, documents and other evidence regarding the settlement costs and expenses of

Contractor relating to the work terminated hereunder, or, to the extent approved by Owner, photocopies, microcopies, or other authentic reproductions thereof.

3.25.6 The rights and remedies of Owner provided in this Article 3.25 shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

3.26 Suspension of Work

3.26.1 Owner may interrupt, suspend, or delay any part or all of the work covered by this Contract for any reason upon written notice to Contractor, which specifies the nature and expected duration of the interruption, suspension or delay. lf, however, after consulting with Owner, it is Contractor's opinion that any of the work is in a state such that interruption thereof would result in substantially increased costs upon resumption of the work, Contractor, with

Owner's written concurrence, may complete that portion of the work.

3.26.2 Contractor shall resume any of the work so interrupted, suspended or delayed when directed to do so by Owner; provided, however, that the delivery schedule and the time for performance shall be revised by a period of time reasonably necessary to overcome the effect of the interruption, suspension or delay. Other provisions of this Contract, such as the delivery dates and terms of payment, will also be adjusted if necessary and as appropriate.

Contractor shall also be entitled to an equitable adjustment in the Contract Price to reflect the additional expense by reason of such interruption, suspension or delay. Contractor shall make every reasonable effort to minimize any additional expense pursuant to this Article

3.26.

3.27 Changes in the Work

3.27.1 Owner may, at any time, by written notice require and Contractor shall promptly perform

"Change(s)" in the work which changes shall be warranted under the provisions of Article

3.19 Correction of Work After Final Payment and Warranty just as if such change were part of the original specifications, drawings or other documents of this Contract.

3.27.2 If such change or other conduct by Owner pursuant to Article 3.12 hereof causes an increase or decrease in the Contractor's cost of or in the time required for performance of the work, Contractor shall, upon receipt of said notice of change or other conduct by Owner, (a) promptly notify Owner, in writing, of the effect said change or other conduct shall have on

Contractor's cost and/or time of performance, and (b) within thirty (30) days submit a written claim for reasonable adjustment to the Contract Price or time of performance of this

Contract. If Contractor fails to do (a) or (b) as stated herein, Contractor waives any claim for adjustment to this Contract.

3.27.3 Nothing herein shall excuse or waive Contractor's obligation to proceed promptly and diligently with any change, including delay or failure of the parties to agree upon a reasonable adjustment to the Contract Price or time of performance of this Contract.

3.28 Insurance

3.28.1 Before commencing any Work, the Contractor shall procure, maintain, and provide at its own expense, during the term of the Contract, a certificate of insurance to WMUS of the required insurance coverage stated in this Article 3.28 from insurance companies duly authorized to conduct business in the State of Texas that are acceptable to WMUS, and shall name

Weatherford Municipal Utility System, its officers, directors, and employees as additional insureds. The certificate of insurance shall require thirty (30) days notice to WMUS of cancellation, modification, or expiration of the insurance. Contractor shall attach to these contract documents as an Appendix said certificate of insurance.

3.28.2 Contractor’s Insurance Requirements shall be as follows:

3.28.2.1 Workers Compensation and Employers Liability for every worker employed in connection with the Work under the Contract and as provided under each and every statute applicable to

Workers Compensation. The Employer’s Liability limit shall be as required by the excess liability insurer for the maintenance of coverage.

3.28.2.2 Comprehensive or Commercial General Liability and Excess or Umbrella Liability including insurance covering the Work under the Contract with total coverage limits as follows:

3.28.2.2.1 The limits for Bodily Injury, Property Damage, Personal Injury, and Employers Liability shall be

$1,000,000 and shall be unimpaired as respects any general aggregates that may apply to the insurance policy. The following coverage is to be provided; Contractual Liability to cover the liability assumed by the Contractor under this Contract; Broad Form Property Damage including

Completed Operations; and Personal Injury Liability, covering hazard groups 3.28.2.1, 3.28.2.2, and

3.28.2.3 or the equivalent.

3.28.2.3 Business Automobile Liability and Excess or Umbrella Liability with total limits for Bodily Injury or Property Damage of $1,000,000 and with Excess or Umbrella Liability coverage of $1,000,000.

3.28.2.3.1 The Business Automobile Liability and Excess or Umbrellas Liability insurance is to apply to all owned, non-owned, rented, borrowed, or hired automobiles, trucks, trailers, or other motor-driven equipment used by the Contractor in the furtherance of the Work.

3.28.2.4 All policies shall provide WMUS with no less than thirty (30) days notice of cancellation, modification, or expiration.

3.28.2.5 All policies of insurance shall be written on an occurrence basis unless otherwise agreed by

WMUS in writing.

3.29 Independent Contractor

3.29.1 While engaged in carrying out and complying with the terms of this Contract, the Contractor is, and shall be an Independent Contractor and shall not, with respect to its acts or omissions, be deemed an officer, employee, or agent of the City of Weatherford, or of the Weatherford

Municipal Utility System. The Contractor shall not at any time or in any manner represent that it or any of its agents or employees is in any manner agents or employees of the City of

Weatherford, or of the Weatherford Municipal Utility System.

3.29.2 Contractor is, and shall remain, an independent Contractor, with full, complete, and exclusive power and authority to direct, supervise, and control his own employees and to determine the method of the performance of the Work covered hereby. The fact that the Owner or

Owner’s Representative shall have the right to observe Contractor’s work during the performance and to carry out the other prerogatives which are expressly reserved to and vested in the Owner or Owner’s Representative here under, is not intended to and shall not at any time change or affect the status of the Contractor as an Independent Contractor with respect to either the Owner or Owner’s Representative or to the Contractor’s own employees or to any other person, firm, or corporation.

3.30 Bond Requirements

3.30.1 Prior to initiating any Work, Contractor shall provide the Owner with one original and one quality copy of the following bonds, in accordance with the provisions of Chapter 2253, Texas

Government Code:

3.30.1.1 Bid Bond. A bid bond in the amount of $100,000 shall be submitted with each bid.

3.30.1.2 Performance Bond. A good and sufficient Performance Bond in an amount equal to 100 percent

(100%) of the Contract Sum, guaranteeing the full and faithful execution of the Work and performance of this Contract and for the protection of the Owner against any improper construction of the Work or the use of inferior materials.

3.30.1.3 Payment Bond. A good and sufficient Payment Bond in an amount equal to one hundred percent

(100%) of the Contract Sum, guaranteeing payment for all labor, materials, and equipment used in the construction of the Project.

3.30.1.4 Upon completion of any Work, Contractor shall provide a good and sufficient Maintenance Bond in an amount equal to one hundred percent (100%) of the Contract Sum, good for one year from the date of acceptance of the Work. All of these bonds shall be on forms acceptable to the Owner.

3.31 Prompt Payment Act

3.31.1 Payments due and unpaid under the Contract shall bear interest from the date payment is due in accordance with the provisions of the Texas Prompt Payment Act, Texas Government Code

Chapter 2251.

3.32 Governing Law

3.32.1 The Agreement shall be governed by the laws of the State of Texas, and mandatory and exclusive venue for any dispute shall lie in Parker County, Texas.

3.33 Immunities

3.33.1 Contractor stipulates that Owner is a political subdivision of the State of Texas, and as such, may enjoy immunities from suit and liability under the Constitution and laws of the State of

Texas. By entering into this Agreement, Owner does not waive any of its immunities from suit and/or liability, except as otherwise specifically provided herein and as specifically authorized by law.

3.34 Prevailing Wages

3.34.1 Attention is called to the Texas Government Code, Chapter 2258, Prevailing Wage Rates.

Among other things, this Article provides that it shall be mandatory upon the Contractor and upon any subcontractor under him to pay not less than the prevailing rates of per diem wages in the locality at the time of construction to all laborers, workmen, and mechanics employed by them in the execution of the Contract. No claims for additional compensation shall be considered by Owner because of payments of wage rates in excess of the applicable rate provided herein.

3.34.2 Owner reserves the right to receive and review payroll records, payment records, and earnings statements of employees of Contractor, and of Contractor’s Subcontractors, and of Sub-

Subcontractors.

3.35 Complete Agreement

3.35.1 This Contract is intended as the exclusive statement of the agreement between the parties.

Parol or extrinsic evidence shall not be used to vary or contradict the express terms of this

Contract, and recourse shall not be had to alleged prior dealings, usage of trade, course of dealing, or course of performance to vary or contradict the express terms of this Contract.

This Contract shall not be amended or modified, and no waiver of any provision hereof shall be effective, unless set forth in a written instrument authorized and executed by duly designated and authorized officers of both parties with the same formality as this Contract.

4 Line Construction Labor Contract Form

5 Line Construction Technical Specification

5.1 Scope

5.1.1 These specifications require the furnishing of all planning, supervision, labor, supplies, tools, equipment, disposal, and transportation necessary to construct, modify, repair, or demolish both overhead and underground Electric Utility distribution lines and facilities, and to perform other Electric Utility construction services including maintenance and emergency operations, and at such a time and place as may be designated by authorized representatives of WMUS.

5.1.1.1 WMUS shall provide all line construction materials, and those supplies needed for the installation of the line construction materials such as cleaning wipes, tape, and connector cartridges.

5.1.1.2 WMUS shall not provide any supplies for the Contractor’s equipment including but not limited to fuels, lubricants, or parts.

5.1.1.3 WMUS shall not provide any supplies for the Contractor’s employees including but not limited to personal protective equipment, uniforms, or drinking water and ice.

5.1.1.4 All materials and supplies shall be provided to the Contractor at the Owner’s warehouse located at 917 Eureka, Weatherford, Texas, 76086. The Contractor shall be responsible to transport such materials and supplies to the various job sites.

5.2 Contractor Qualifications

5.2.1 Contractor’s primary business shall be provision of Electric Utility specialized construction services in close proximity to and upon energized electric distribution lines.

5.2.1.1 Contractor shall not be permitted to solicit, recommend, or undertake private electrical or service work within the WMUS service territory while under contract to WMUS, without prior written permission from WMUS.

5.2.2 Contractor shall possess no less than 15 years’ experience in the business of providing

Electric Utility specialized construction services in close proximity to and upon energized electric distribution lines.

5.2.2.1 Contractor shall possess no less than 5 years’ experience in the business providing specialized

Electric Utility specialized construction services in close proximity to and upon energized electric distribution lines in the north-central Texas region, and shall be able to demonstrate familiarity with the environment, construction methods, and hazards associated with the region.

5.2.2.2 Contractor shall provide with bid references within other Electric Utility companies including names and contact information sufficient to substantiate experience and performance claims.

5.2.3 Contractor shall possess, enforce, and operate an up-to-date safety program in accordance with OSHA standards that is designed to minimize risks to both the Contractor’s employees, and to the public at large that encompasses all aspects of the work, including vehicular operations, signage and barricading, trench safety, rigging, climbing, erection, stringing, worker health and hazard exposure, electrical approach distances, facility recognition, and other relevant tasks and associated risks.

5.2.3.1 If requested by Owner, Contractor shall provide a copy of the effective safety manual, and evidence of safety auditing and improvement program.

5.2.3.2 Contractor’s vehicles shall bear a prominent company logotype complete with emergency contact information, and shall additionally bear unit numbers and call-in numbers to report traffic violations.

5.2.3.3 Contractor shall promote a drug and alcohol-free working environment.

5.2.4 Contractor shall operate a pro-active training program which seeks to train new employees and to continually re-train existing employees regarding all aspects of Electric Utility specialized construction services in close proximity to and upon energized electric distribution lines. Specific topics to be included in the training program shall include overhead and underground construction skills, safe operation and maintenance of equipment and tools, transformer connections, first aid and cardio-pulmonary resuscitation, pole-top rescue, trench and excavation safety, best construction practices, and flagging and barricading requirements as determined by the Manual of Uniform Traffic Control Devices.

In particular, the Contractor shall operate a training program to certify workers for safe operations near energized electric utility lines that emphasizes hot-line work, required personal protective equipment, safe work communication practices, and recognition of types of electrical facilities and hazards.

5.2.4.1 If requested by Owner, Contractor shall provide a summary of the training syllabus and training level status for all employees designated for work within the WMUS system.

5.2.4.2 Contractor shall provide all above training, and additional training in public interaction, records keeping, estimating, and computer skills as needed for employees serving as Estimators.

5.2.4.3 Contractor, in conjunction with WMUS representatives shall provide training regarding specific

WMUS requirements, operational rules, and specifications.

5.3 Crew Composition and Qualifications

5.3.1 Due to the necessity of working in close proximity to primary voltage, Contractor's crews performing this work shall comply with ANSI Z133.1 standard, Occupational Safety and

Health Act, and with the safety procedures and requirements of all other applicable

Federal/State or local laws. The Contractor is responsible for training its employees in hazard identification and analysis associated with working near energized equipment, aerial rescue, trench and excavation rescue, proper usage of tools and equipment, and other safety subjects related to the work.

5.3.2 At all times, for safety reasons, each work-site crew shall consist of not less than two persons.

Larger crews may be employed at the Contractor’s discretion, and workers floating between crews may be employed to perform transportation and maintenance tasks as needed.

5.3.2.1 The Contractor shall employ only competent, efficient personnel and shall not use on the Work any person unfit, or unskilled in the work assigned to him or her, and shall maintain good order among the employees.

5.3.2.2 The Contractor shall employ only personnel meeting the requirements of Articles 5.2.3 and 5.2.4.

5.3.2.3 Those persons…