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Contract 51154
8/30/2018 4:46 p.m. 51154 City Secretary Contract No. INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTRUCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS This INTERLOCAL COOPERATION AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, hereinafter referred to as("City") and the Tarrant Regional Water District, a Water Control and Improvement District organized under the laws of the State of Texas acting herein by and through its Development Director and hereinafter referred to as the("District"), each referred to separately as a"party"and collectively as the"parties." RECITALS The City and District hereby agree that the following statements are true and correct and constitute the basis upon which the City and District have entered into this Agreement: WHEREAS, this Agreement is made under the authority granted by and pursuant to Chapter 791 of the Texas Government Code; and WHEREAS, each governing body, in performing government functions or in paying for the performance of governmental functions hereunder,shall make that performance or those payments from current revenues legally available to that party; and WHEREAS,each party finds that the subject of this Agreement is necessary for the benefit of the public and that each has the legal authority to perform and to provide the government functions or services which are the subject matter of this Agreement; and WHEREAS, each party finds that the performance of this Agreement is in the common interest of both parties and that the division of costs fairly compensates the performing party for the services or functions under this agreement; and WHEREAS,the District is constructing a project known as "Panther Island Public Infrastructure Components"within the City of Fort Worth("Project"); and INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAN INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE 1 AT PANTHER IftALf 12 CITY SECRETARY IFI.Wolffm,TX WHEREAS, portions of the public infrastructure described as "CP 101315, Canal 13, Phase 1 at Panther Island",being the construction of a segment of underground storm drain between STA 0+06.00 to the junction box at STA 5+33.18 as depicted on the attached Exhibit"A"(the "Project Improvements") will be owned and maintained by the District, but ownership and maintenance will be transferred to the City after the U.S.Army Corps of Engineers decommissions or otherwise allows the removal of the existing levees which form part of the Fort Worth Floodway, which is expected to occur no earlier than 2026 ("Future City Owned Infrastructure"); and WHEREAS, the District will build the Project Improvements in accordance with District's engineering design("District's Plans")which the City has reviewed and found to be acceptable for future ownership and maintenance by the City; WHEREAS,the District will pay to the City material testing and inspection fees to allow the City to inspect and test the materials used in the construction of the Project Improvements to ensure that the same are constructed in accordance with the District's Plans and General Conditions and the City's Specifications; and WHEREAS, this Agreement may be amended to include each portion of Future City Owned Infrastructure that the District will construct. NOW,THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. SCOPE The District will construct the Project Improvements as generally depicted in Exhibit A, which is attached hereto, and more specifically described in the District's Plans for the Project, in accordance with the District's General Conditions and the City's Specifications.The District's Plans and General Conditions and the City's Specifications are attached hereto as Attachment 1 and incorporated herein by reference. Exhibit A and the District's Plans are incorporated herein by reference for all purposes. To the extent there are any conflicts between Exhibit A and the District's Plans,the District's Plans shall control. The District shall obtain the consent of the City for any material changes to the District's Plans. The District shall ensure that the Improvements are constructed in a good and workmanlike manner in substantial accordance with the District's Plans and General Conditions and the City's Specifications. Upon completion of construction of the Improvements,the District shall provide the City with a copy of as-built plans or record drawings of the Improvements. The City shall provide construction inspection services and material testing to ensure the Improvements are constructed in substantial accordance with the District's Plans and General Conditions and the City's Specifications. Upon completion of the construction of the Improvements in Exhibit A,the District shall execute a Stormwater Maintenance Facility Agreement by which the District shall agree to maintain the stormwater Improvements constructed in Exhibit A until ownership and maintenance is transferred to the City. INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE I AT PANTHER ISLAND Page 2 of 12 2. CONSTRUCTION COSTS,INSPECTION AND MATERIAL TESTING FEES The District shall be responsible for all costs related to the construction of the Project Improvements, including the relocation of any utilities, and will obtain any necessary rights of way or easements. The District shall be responsible for paying all costs for inspection and material testing as set forth below, which costs shall not be increased during the pendency of the construction of the Project Improvements. Prior to commencing construction,the District shall pay the City the following estimated inspection and material testing fees: A. [Intentionally deleted.] B. The District shall pay in cash paving and storm drain inspection fees equal to four percent(4%) and material testing fees equal to two percent (2%) for a total of 6% of the District's total construction cost. C. [Intentionally deleted.] D. [Intentionally deleted.] Upon completion of construction,the City shall reconcile the costs of inspection fees based on the actual costs of construction,as set forth above,with the estimate paid by the District. The District shall pay any actual inspection fees that exceed the estimated costs of inspection fees. The City shall refund to the District any amount of the estimated inspection fees that exceed the actual inspection fees. 3. THE DISTRICT'S CONTRACTORS The District agrees to: (A) Employ qualified construction contractors to perform the construction of the Improvements; said contractors shall meet the City's requirements for being prequalified, insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction. (B) Obtain payment and performance bonds in the name of the District for the Project. All bonds shall be provided to the District before work is commenced. (C) Require the contractors it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the District's standard requirements, which are set forth on Exhibit `B". The City shall be named as an additional insured on all insurance,which shall be evidenced on the Certificate of Insurance(ACORD or other state- approved form)supplied by each contractor's insurance provider. (D) Require its contractors to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available;to require the contractors to allow the construction to be subject to inspection at any and all times by City inspection forces, to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives the inspector's consent to proceed, and to make such laboratory tests of materials being used as may be reasonably required by the City. INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 3 of 12 (E) Require its contractors to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the District's contractor. (F) Delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the reasonable satisfaction of the City. (G) City agrees to make its inspectors available so that the construction of the Project Improvements are not delayed. 4. NOTICES All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing,by certified mail, postage prepaid, or by hand delivery: City: District: Attn:Debbie Willhelm Attn: Woody Frossard Transportation&Public Works Department Environmental Director City of Fort Worth Tarrant Regional Water District 200 Texas Street 800 E.Northside Drive Fort Worth,Texas 76102 Fort Worth,Texas 76102 With copies to: With a copy to: City Attorney Lee F.Christie City of Fort Worth Pope,Hardwicke,Christie, Schell,Kelly 200 Texas Street &Taplett,LLP Fort Worth,Texas 76102 500 West 7h Street, Suite 600 Fort Worth,Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 5. LIABILITY Without waiving any defenses including governmental immunity, each party to this Agreement agrees to be responsible for its own acts of negligence, which may arise in connection with any and all claims for damages, costs and expenses to person(s) and property that may arise out of, or be occasioned by, this Agreement or from any act or omission of any employee or contractor of the parties to this Agreement. The provisions in this paragraph are solely for the benefit of the parties to this Agreement and are not intended to create or grant any rights,contractually or otherwise,to any third party. INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 4 of 12 6. INDEPENDENT PARTIES No party shall have control over the employees or contractors of the other party.Nothing contained in this Agreement is intended by the parties to create a partnership or joint venture between the parties and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint any party as an agent of any other party, for any purpose whatsoever. 7. COMPLIANCE WITH ALL LAWS Each party to this Agreement shall comply with all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 8. WAIVER AND GOVERNMENTAL IMMUNITY The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion.This Agreement does not waive the District's rights under a legal theory of sovereign or governmental immunity. This Agreement does not waive the City's rights under a legal theory of sovereign or governmental immunity 9. APPLICABLE LAW AND VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas—Fort Worth Division. 10. NO THIRD PARTY BENEFICIARIES The provisions and conditions ofthis Agreement are solely for the benefit of the City and District and are not intended to create any rights, contractual or otherwise, in any other person or entity. 11. FORCE MAJEURE It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations, or interferences, or delays caused by unforeseen construction or site issues, fire or other casualty, court injunction, necessary condemnation proceedings, acts of the other party, its affiliates/related entities and/or their contractors, or any actions or inactions of third parties or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not("Force INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 5 of 12 Majeure"),the party so obligated or permitted shall be excused from doing or performing the same during such period of Force Majeure, so that the time period applicable to such performance shall be extended for a period of time equal to the period such party was delayed due to the event of Force Majeure. 12. RULES OF CONSTRUCTION In the event of any dispute over the meaning or application of any provision of this Agreement,this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 13. HEADINGS NOT CONTROLLING Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 14. SEVERABILITY It is agreed that in the event any covenant, condition, or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant,condition,or provision herein contained,provided however,that the invalidity of any such covenant,condition,or provision does not materially prejudice either District or the City in connection with the rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. 15. ASSIGNMENT Each party agrees that it will not assign all or any part of its rights, privileges or duties hereunder without the prior written consent of the other party, and any attempted assignment of same without such prior consent of the other party shall be void. Consent shall not be unreasonably withheld. 16. RIGHT TO AUDIT The District agrees that the City shall, until the expiration of three (3) years after the termination or expiration of this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the District involving transactions relating to this Agreement. The District agrees that the City shall have access during normal working hours to all necessary and relevant District facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give the District reasonable advance notice of intended audits. 17. ENTIRE AGREEMENT INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 6 of 12 This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and District as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 18. MULTIPLE ORIGINALS This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. REMAINDER OF THIS PAGE INTENTIONALLY BLANK INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS: CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 7 of 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in several counterparts, each of which is deemed to be an original, effective as of the date subscribed by the party whose signature makes this document fully executed. CITY OF FORT WORTH TARRANT REGIONAL WATER DISTRICT -2i _ By: J sl.Chapa(Aug oie) By.JO Gran er(A 30, . Jesus J. Chapa J.D. Granger Assistant City Manager Development Director Date: Aug 30,2018 Date: Aug 30,2018 ATTEST: ATTEST: -�0 SORT ilk' Jddg�g 7- By: Mary J. ayser(Aug3,2018) V i By: Mary J. Kayser City Secretary j'`S�.�, ` Recommended by: AS Evelyn Robe5(Aug 30,2018) Name: Evelyn Roberts Title: Contract Compliance Specialist Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and OFFICIAL,REC administration of this contract,including CITY$E ORS ensuring all performance and reporting CRETARY requirements. FT. WOW14� TX 1z'17—r-- Jennifer L.Ezernack for Janie Morales(Aug 30,2018) Name: Janie S. Morales Title: Development Manager APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY Richard A. NGCraagoy LeP C6u^4k*i Richard A.McCracken(Aug 30,2018) Lee F.Christie(Aug 29,2018) Richard A. McCracken Lee F. Christie Assistant City Attorney Attorney, TRWD INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS: CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 8 of 12 Cost Summary Items District Cost A. Water and Sewer Construction 1. Water Construction 2.Sewer Construction Water and Sewer Construction Total $ - B. TPW Construction 1.Street $ 2.Storm Drain $ 258,025.00 3.Street Lights Installed by Developer $ - 4. Signals $ - TPW Construction Cost Total $ 258,025.00 Total Construction Cost(excluding the fees): $ 258,025.00 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ - D. Water/Sewer Material Testing Fee(2%) $ - Sub-Total for Water Construction Fees $ - E. TPW Inspection Fee(4%) $ 10,321.00 F. TPW Material Testing(2%) $ 5,160.50 G. Street Light Inspsection Cost $ - H. Signals Inspection Cost $ - H. Street Signs Installation Cost $ - Sub-Total for TPW Construction Fees $ 15,481.50 Total Construction Fees: $ 15,481.50 INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 9 of 12 Exhibit A L L L -i I I I I I I I I I I I I I ,�- a ■� un �, inn �n 7 o I eff I �I AA# I. o '� PEOPOaadLO�'11a1Bm[ �I PAOPa/®PIEWTE vffym�wlmm tE PIIOPOiED6fOWdL9E PING!®s<IOMI •IOIIMLsa I 70 d6PUEu6ATAIJCIF LATE u{EpwwTr aar ErAotumNO"KA am I >�� srxaawata I 7D l5PislJGtxrAUTEAoIYiE EIIlOILA Yo�E Pim Aff9z=ElIIKYRIN ' vinnEpLurramum NORTH I 1 1 GRAPHIC SCALE IN FEET 0 '4 100 200 EXHIBIT A: STORM SEWER IMPROVEMENTS CP 101315 CANAL B-PHASE 1 AT PANTHER ISLAND 11 Kimley�H�!ti INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 10 of 12 EXHIBIT B TRWD CONTRACTOR INSURANCE REQUIREMENTS Overview Any vendor who will be working on behalf of the Tarrant Regional Water District is required to carry certain insurance coverages. This document is designed to illustrate what insurance requirements are necessary for each vendor, dependent on what the scope of each individual project is. By following the guidelines in this document, each vendor will be compliant with TRWD insurance standards before their work proceeds.If there is any uncertainty as to how to categorize a project,or what coverage limits may be required,please contact the Enterprise Risk Management Group. General Requirements - All insurance certificates must be submitted on a Standard ACCORD Form - Insurance certificates may be submitted electronically by emailing them to insurance@trwd.com - The certificate holder on each certificate must read: Tarrant Regional Water District 804 E.Northside Dr. Fort Worth,TX 76102 - If the project is done on behalf of TRVA, both TRWD and TRVA must be listed as the certificate holder. - TRWD must be listed as an Additional Insured in regards to General Liability and Auto policies on all contracts - TRWD must be provided a Waiver of Subrogation in regards to General Liability, Auto, and Workers' Compensation on all contracts Depending on the scope of work,a vendor may be required to carry certain coverages. Separate minimum requirements have been constructed for various types of projects including: construction, professional services, organized events, dock builders, special events, and rental companies. Different coverages and coverage limits are required because of varying levels of risks that are inherent with different types of projects.Below are the minimum coverages limits that are required for each type of contract. Any changes or exceptions will be at the sole discretion of the Enterprise Risk Manager INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:'CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 11 of 12 Professional Services/Rental Companies General Liability Per Occurrence-$1,000,000 General Aggregate-$2,000,000 Auto Liability Combined Single Limit(CSL)-$500,000 for all vehicles accessing district property Workers' Compensation Statutory Limits or$1,000,000 Excess/Umbrella Policy-If a vendor does not carry adequate limits in their specific liability policies(GL and Auto),it is acceptable for them to carry an Excess or Umbrella Policy to make up the difference. Professional Liability—Depending on the scope of work, some vendors may be required to carry Professional Liability. Common instances where this could be the case would be with Design Firms,Auditors,and Professional Study companies. *Rental Companies do not require Professional Liability Coverage. Builder's Risk Policy is required. Minimum Insurance Requirements Special Events Non-Organized Events—Fewer than 100 Participants(No Permit Required) No Insurance Required Organized Events—Greater than 100 Participants(Permit Required) General Liability Per Occurrence-$1,000,000 *Larger events may require a higher General Aggregate Limit. Contact Enterprise Risk Management for a determination. Auto Liability Construction On/Over Water General Liability Per Occurrence-$1,000,000 General Aggregate-$2,000,000 Auto Liability Combined Single Limit(CSL)-$500,000 for all vehicles accessing district property Workers' Compensation-Statutory Limits or$1,000,000 If the project involves a barge then the following coverages are required. Protection&lndemWV(P&I) Per Occurrence-$1,000,000 Pollution Per Occurrence-$1,000,000(May be included in the P&I Coverage) INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE TARRANT REGIONAL WATER DISTRICT FOR THE CONSTURCTION OF PANTHER ISLAND PUBLIC INFRASTRUCTURE COMPONENTS:CP 101315,CANAL B PHASE 1 AT PANTHER ISLAND Page 12 of 12 ATTACHMENT 1 00 72 13 GENERAL CONDITIONS This document has important legal consequences;consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Laws and Regulations. STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Based on the Form Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT and Issued and Published Jointly by ACEC :ACS .%VA1 v �JpPX�E w �M\6:7 3 c i E of/YEYR� IMIEOtIIl p,ZPOH3IEE��y National Society of Piviessionaf Engineers Amh�runYJ Fn"�rsirr FriYalr Flualtirr AMERICAN COUNCIL OF ENGINEERING COMPANIES ASSOCIATED GENERAL CONTRACTORS OF AMERICA AMERICAN SOCIETY OF CIVIL ENGINEERS PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A Practice Division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS R EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Endorsed by 1 7 CONSTRUCTION SPECIFICATIONS INSTITUTE These General Conditions have been prepared for use with the Suggested Forms of Agreement Between Owner and Contractor (EJCDC C-520 or C-525, 2007 Editions) and have been modified by Tarrant Regional Water District. Copyright C 2007 National Society of Professional Engineers 1420 King Street,Alexandria, VA 22314-2794 (703) 684-2882 www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474 www.acec.orQ American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.orgiT Associated General Contractors of America 2300 Wilson Boulevard, Suite 400,Arlington, VA 22201-3308 (703) 548-3118 www.agc.org The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held in trust for their benefit by NSPE. R EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page Article 1 —Definitions and Terminology....................................................................................................5 1.01 Defined Terms.........................................................................................................................5 1.02 Terminology.......................................................................................................................... 10 Article 2—Preliminary Matters................................................................................................................. 11 2.01 Delivery of Bonds and Evidence of Insurance...................................................................... 11 2.02 Copies of Documents............................................................................................................ 11 2.03 Commencement of Contract Times;Notice to Proceed........................................................ 11 2.04 Starting the Work.................................................................................................................. 12 2.05 Before Starting Construction ................................................................................................ 12 2.06 Preconstruction Conference; Designation of Authorized Representatives........................... 12 2.07 Initial Acceptance of Schedules............................................................................................ 12 Article 3—Contract Documents: Intent, Amending,Reuse..................................................................... 13 3.01 Intent..................................................................................................................................... 13 3.02 Reference Standards.............................................................................................................. 13 3.03 Reporting and Resolving Discrepancies............................................................................... 14 3.04 Amending and Supplementing Contract Documents............................................................ 15 3.05 Reuse of Documents ............................................................................................................. 15 3.06 Electronic Data...................................................................................................................... 15 Article 4—Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions;Reference Points..................................................................................................... 16 4.01 Site ........................................................................................................................................ 16 4.02 Subsurface and Physical Conditions..................................................................................... 16 4.03 Differing Subsurface or Physical Conditions........................................................................ 17 4.04 Underground Facilities.......................................................................................................... 18 4.05 Reference Points.................................................................................................................... 19 4.06 Hazardous Environmental Condition at Site......................................................................... 19 Article 5—Bonds and Insurance...............................................................................................................21 5.01 Performance,Payment, and Other Bonds.............................................................................21 5.02 Licensed Sureties and Insurers..............................................................................................21 5.03 Evidence of Insurance...........................................................................................................22 5.04 Contractor's Insurance..........................................................................................................22 5.05 Insurance.................................................................................................................................25 5.06 Workers Compensation Insurance Coverage (Title 28 Texas Administrative Code sec. 110)26 Article 6—Contractor's Responsibilities..................................................................................................28 6.01 Standard of Performance; Supervision and Superintendence...............................................28 EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Pagel GENERAL CONDITIONS 00 72 13-1 CSP 18-018 CANAL B 6.02 Labor; Working Hours..........................................................................................................29 6.03 Services,Materials, and Equipment......................................................................................30 6.04 Progress Schedule.................................................................................................................31 6.05 Substitutes and "Or-Equals" .................................................................................................31 6.06 Concerning Subcontractors, Suppliers, and Others...............................................................34 6.07 Patent Fees and Royalties .....................................................................................................35 6.08 Permits ..................................................................................................................................36 6.09 Laws and Regulations............:..............................................................................................36 6.10 Taxes.....................................................................................................................................37 6.11 Use of Site and Other Areas..................................................................................................38 6.12 Record Documents................................................................................................................39 6.13 Safety and Protection............................................................................................................39 6.14 Safety Representative............................................................................................................40 6.15 Hazard Communication Programs........................................................................................40 6.16 Emergencies..........................................................................................................................40 6.17 Shop Drawings and Samples.................................................................................................40 6.18 Continuing the Work.............................................................................................................43 6.19 Contractor's General Warranty and Guarantee.....................................................................43 6.20 Indemnification.....................................................................................................................44 6.21 Delegation of Professional Design Services.........................................................................45 Article 7-Other Work at the Site............................................................................................................46 7.01 Related Work at Site.............................................................................................................46 7.02 Coordination..........................................................................................................................47 7.03 Legal Relationships...............................................................................................................47 Article 8-Owner's Responsibilities........................................................................................................47 8.01 Communications to Contractor.............................................................................................47 8.02 Replacement of Engineer......................................................................................................47 8.03 Furnish Data(Intentionally Deleted).....................................................................................47 8.04 Pay When Due.......................................................................................................................47 8.05 Lands and Easements; Reports and Tests (Intentionally Deleted)........................................48 8.06 Insurance (Intentionally Deleted) ..........................................................................................48 8.07 Change Orders.......................................................................................................................48 8.08 Inspections, Tests, and Approvals(Intentionally Deleted)....................................................48 8.09 Limitations on Owner's Responsibilities..............................................................................48 8.10 Undisclosed Hazardous Environmental Conditions(Intentionally Deleted)........................48 8.11 Evidence of Financial Arrangements(Intentionally Deleted) ..............................................48 8.12 Compliance with Safety Program.........................................................................................48 Article 9-Engineer's Status During Construction...................................................................................48 9.01 Owner's Representative........................................................................................................48 9.02 Visits to Site..........................................................................................................................48 9.03 Project Representative (Intentionally Deleted).....................................................................49 9.04 Authorized Variations in Work.............................................................................................49 9.05 Rejecting Defective Work.....................................................................................................49 9.06 Shop Drawings, Change Orders and Payments.....................................................................49 EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 2 GENERAL CONDITIONS 007213-2 CSP i8-OiB CANAL B 9.07 Determinations for Unit Price Work.....................................................................................50 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work.................50 9.09 Limitations on Engineer's Authority and Responsibilities...................................................50 9.10 Compliance with Safety Program.........................................................................................51 Article 10-Changes in the Work; Claims...............................................................................................51 10.01 Authorized Changes in the Work..........................................................................................51 10.02 Unauthorized Changes in the Work......................................................................................51 10.03 Execution of Change Orders.................................................................................................51 10.04 Notification to Surety............................................................................................................52 10.05 Claims ...................................................................................................................................52 Article 11 -Cost of the Work; Allowances; Unit Price Work.................................................................53 11.01 Cost of the Work...................................................................................................................53 11.02 Allowances............................................................................................................................56 11.03 Unit Price Work....................................................................................................................57 Article 12-Change of Contract Price; Change of Contract Times...........................................................57 12.01 Change of Contract Price......................................................................................................57 12.02 Change of Contract Times ....................................................................................................59 12.03 Delays....................................................................................................................................59 Article 13-Tests and Inspections; Correction,Removal or Acceptance of Defective Work..................60 13.01 Notice of Defects...................................................................................................................60 13.02 Access to Work.....................................................................................................................60 13.03 Tests and Inspections............................................................................................................60 13.04 Uncovering Work..................................................................................................................61 13.05 Owner May Stop the Work...................................................................................................61 13.06 Correction or Removal of Defective Work...........................................................................62 13.07 Correction Period..................................................................................................................62 13.08 Acceptance of Defective Work.............................................................................................63 13.09 Owner May Correct Defective Work....................................................................................63 Article 14-Payments to Contractor and Completion..............................................................................64 14.01 Schedule of Values................................................................................................................64 14.02 Progress Payments ................................................................................................................64 14.03 Contractor's Warranty of Title..............................................................................................69 14.04 Substantial Completion.........................................................................................................69 14.05 Partial Utilization..................................................................................................................70 14.06 Final Inspection.....................................................................................................................70 14.07 Final Payment .......................................................................................................................71 14.08 Final Completion Delayed....................................................................................................72 14.09 Waiver of Claims 72 Article 15-Suspension of Work and Termination .................................................................................. 73 15.01 Owner May Suspend Work...................................................................................................73 15.02 Owner May Terminate for Cause..........................................................................................73 EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 3 GENERAL CONDITIONS 007213-3 CSP 18-018 CANAL B 15.03 Owner May Terminate For Convenience.............................................................................. 74 15.04 Contractor May Suspend Work or Terminate.......................................................................75 Article16—Dispute Resolution................................................................................................................ 75 16.01 Methods and Procedures....................................................................................................... 75 Article17—Miscellaneous........................................................................................................................76 17.01 Giving Notice........................................................................................................................76 17.02 Computation of Times .......................................................................................................... 76 17.03 Cumulative Remedies...........................................................................................................76 17.04 Survival of Obligations......................................................................................................... 77 17.05 Controlling Law....................................................................................................................77 17.06 Headings; Counterparts.........................................................................................................77 17.07 Severability ...........................................................................................................................77 17.08 Waiver...................................................................................................................................77 17.09 Accrual of Claims .................................................................................................................77 17.10 Entire Agreement.................................................................................................................. 78 17.11 Relationship of Owner, Engineer and Contractor.................................................................78 17.12 Execution............................................................................................................................... 78 17.13 No Waiver of Immunities......................................................................................................78 17.14 Confidential Information.......................................................................................................78 17.15 Documented Files..................................................................................................................79 17.16 Conflict..................................................................................................................................79 17.17 Non-Exclusivity....................................................................................................................79 17.18 Conflicts of Interest...............................................................................................................80 17.19 No Third Party Beneficiaries................................................................................................80 17.20 Assignment............................................................................................................................80 17.21 Fixed Date Contracts...........................................................................................................80 17.22 Due Authorization; Good Standing......................................................................................80 EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 4 GENERAL CONDITIONS 007213-4 CSP 18-018 CANAL 8 ARTICLE 1 —DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Proposal Requirements or Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined,terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda—Written or graphic instruments issued prior to the opening of Proposals which clarify, correct, or change the Proposal Requirements or the proposed Contract Documents. 2. Agreement—The written instrument which is evidence of the agreement between Owner and Contractor covering the Work. 3. Application for Payment—The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 4. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Change Order—A document recommended by Engineer which is signed by Contractor and Owner and authorizes an addition, deletion,or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 6. Claim—A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract.A demand for money or services by a third party is not a Claim. 7. Constituent of Concern—Any substance, product, waste, or other material of any nature whatsoever(including, but not limited to,Asbestos,Petroleum, Radioactive Material,and PCBs)which is or becomes listed,regulated,or addressed pursuant to [a] the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq.("CERCLA"); [b]the Hazardous Materials Transportation Act,49 U.S.C. §§5101 et seq.; [c]the Resource Conservation and Recovery Act,42 U.S.C. §§6901 et eq. ("RCRA"); [d] the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; [e]the Clean Water Act,33 U.S.C. §§1251 et seq.; [f] the Clean Air Act,42 U.S.C. §§7401 et seq.; and [g] any other federal, state, or local statute, law, rule,regulation,ordinance,resolution,code, order,or decree regulating,relating to, EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 5 GENERAL CONDITIONS 007213-5 CSP 18-018 CANAL B or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 8. Contract—The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral. 9. Contract Amendment— A document issued on or after the Effective Date of the Agreement of the Contract and signed by Owner and Contractor which modifies the terms and conditions of the Contract, but does not make changes in the Work. 10. Contract Documents—Those items so designated in the Agreement.Only printed or hard copies of the items listed in the Agreement are Contract Documents.Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 11. Contract Price—The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 12. Contract Times—The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any; (ii) achieve Substantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payment. 13. Contractor—The individual or entity with whom Owner has entered into the Agreement. 14. Cost of the Work—See Paragraph 11.01 for definition. 15. Drawings—That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined. 16. Effective Date of the Agreement—The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 17. Engineer—The individual or entity named as such in the Agreement. 18. Field Order—A written order issued by Engineer which requires minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 19. General Requirements—Sections of Division 1 of the Specifications. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 6 GENERAL CONDITIONS 007213-6 CSP 18-018 CANAL B 20. Hazardous Environmental Condition—The presence at the Site of Asbestos, PCBs, Petroleum, Constituent of Concern, Hazardous Waste, or Radioactive Material in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto. 21. Hazardous Waste—The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act(42 USC Section 6903) as amended from time to time. 22. Laws and Regulations; Laws or Regulations—Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies,authorities, and courts having jurisdiction. 23. Liens—Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 24.Milestone—A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work. 25. Notice of Award--The written notice by Owner to the Successful Offeror stating that upon timely compliance by the Successful Offeror with the conditions precedent listed therein, Owner will sign and deliver the Agreement. 26. Notice to Proceed--A written notice given by Owner to Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start to perform the Work under the Contract Documents. 27. Offeror–An individual or entity that submits a Proposal to Owner. 28. Owner—The individual or entity with whom Contractor has entered into the Agreement and for whom the Work is to be performed. Also referred to as District. 29. Owner Indemnified Party–The Owner and Engineer, and their officers, directors, members,partners, employees,agents,consultants and subcontractors. 30.PCBs—Polychlorinated biphenyls. 31.Petroleum—Petroleum,including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse,gasoline,kerosene,and oil mixed with other non-Hazardous Waste and crude oils. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 7 GENERAL CONDITIONS 007213-7 CSP 18-018 CANAL B 32. Progress Schedule—A schedule,prepared and maintained by Contractor,describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 33. Project—The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 34. Project Manual—The bound documentary information prepared for bidding and constructing the Work. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents. 35. Proposal – The documents submitted by an Offeror to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Proposal Requirements. 36. Proposal Security– The financial security in the form of a bid bond provided by Offeror at the time of the Proposal is submitted and held by Owner until the Agreement is executed and the evidence of insurance, performance, payment and other bonds required by the Contract Documents are provided. 37. Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 38. Resident Project Representative—The authorized representative of Engineer who may be assigned to the Site or any part thereof. 39. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 40. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 41. Schedule of Values—A schedule,prepared and maintained by Contractor,allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 42. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 43. Site Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 8 GENERAL CONDITIONS 007213-8 CSP 18-018 CANAL B easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 44. Specifications—That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative details applicable thereto. 45. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 46. Substantial Completion—The date at which the Work (or a specified part thereof) has progressed to the point where,in the opinion of Owner,the Work(or a specified part thereof) is sufficiently complete, in accordance with the Agreement and all Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 47.Successful Offeror—The Offeror to which the Owner awards the Contract 48. Supplier—A manufacturer, fabricator, supplier, distributor,materialman,or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 49. Underground Facilities—All underground pipelines,conduits,ducts, cables,wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products,telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 50. Unit Price Work—Work to be paid for on the basis of unit prices. 51. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Agreement and any and all Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction,all as required by the Contract Documents. 52. Work Change Directive—A written statement to Contractor issued on or after the Effective Date of the Agreement and signed by Owner and recommended by Engineer ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 9 GENERAL CONDITIONS 007213-9 CSP 18-018 CANAL B Contract Price or the Contract Times but is evidence that the parties expect that the change ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 1.02 Terminology A. The words and terms discussed in Paragraph 1.02.13 through F are not defined but,when used in the Proposal Requirements or Contract Documents,have the indicated meaning. B. Intent of Certain Terms or Adjectives: 1. The Contract Documents include the terms "as allowed," "as approved," "as ordered," "as directed" or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general,the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents(unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work, or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents. C. Day: 1. The word "day" means a calendar day of 24 hours measured from midnight to the next midnight. D. Defective: 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory,faulty,or deficient in that it: a. does not conform to the Contract Documents; or b. does not meet the requirements of any applicable inspection,reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to Engineer's recommendation of final payment(unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 14.04 or 14.05). EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 10 GENERAL CONDITIONS 00 72 13-10 CSP 18-018 CANAL B E. Furnish, Install, Perform, Provide: 1. The word"furnish,"when used in connection with services,materials,or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word"install,"when used in connection with services,materials,or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words "perform" or "provide," when used in connection with services, materials,or equipment,shall mean to furnish and install said services,materials,or equipment complete and ready for intended use. 4. When "furnish," "install," "perform," or "provide" is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of Contractor,"provide" is implied. F. Unless stated otherwise in the Contract Documents, words or phrases that have a well- known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2—PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish. B. Evidence of Insurance: Before any Work at the Site is started, Contractor shall deliver to Owner certificates of insurance (and copies of insurance policies if requested by Owner) which Contractor is required to purchase and maintain in accordance with Article 5. 2.02 Copies of Documents A. Owner shall furnish to Contractor an electronic copy of the Drawings and Project Manual-Issued for Construction. 2.03 Commencement of Contract Times;Notice to Proceed A. The Contract Times commence to run on the date indicated in the Notice to Proceed. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Pape 11 GENERAL CONDITIONS 00 72 13-11 CSP 18-018 CANAL B 2.04 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Times commence to run. No Work shall be done at the Site prior to the date on which the Contract Times commence to run. 2.05 Before Starting Construction A. Preliminary Schedules:Within 10 days after the Effective Date of the Agreement(unless otherwise specified in the General Requirements), Contractor shall submit to Engineer for timely review: 1. a preliminary Progress Schedule indicating the times(numbers of days or dates)for starting and completing the various stages of the Work, including any Milestones specified in the Contract Documents; 2. a preliminary Schedule of Submittals; and 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.06 Preconstruction Conference; Designation of Authorized Representatives A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.05.A, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records. B. At this conference Owner and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit instructions,receive information,render decisions relative to the Contract,and otherwise act on behalf of each respective party. 2.07 Initial Acceptance of Schedules A. At least 10 days before submission of the first Application for Payment a conference attended by Contractor, Engineer, and others as appropriate will be held to review for acceptability to Engineer as provided below the schedules submitted in accordance with Paragraph 2.05.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules.No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 12 GENERAL CONDITIONS 00 72 13-12 CSP 18-018 CANAL B 1. The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance will not impose on Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work, nor interfere with or relieve Contractor from Contractor's full responsibility therefore. 2. Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor's Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Work. ARTICLE 3—CONTRACT DOCUMENTS: INTENT, AMENDING,REUSE 3.01 Intent A. The Contract Documents are complementary;what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete project(or part thereof)to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided'whether or not specifically called for,at no additional cost to Owner. C. Clarifications and interpretations of the Contract Documents shall be issued by Engineer as provided in Article 9. D. The Contract Documents comprise the entire Agreement between the Owner and Contractor. The Contract Documents may be altered only by (i) written Contract Amendment, (ii)Change Order,(iii)Field Order or(iv)Work Change Directive. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Proposals(or on the Effective Date of the Agreement if there were no Proposals), except as may be otherwise specifically stated in the Contract Documents. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Papa 13 GENERAL CONDITIONS 00 72 13-13 CSP 18-018 CANAL B 2. No provision of any such standard,specification,manual,or code,or any instruction of a Supplier, shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to Owner,Engineer, or any of their officers, directors,members,partners,employees,agents,consultants,or subcontractors,any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Contractor's Review of Contract Documents Before Starting Work: Before undertaking each part of the Work,Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict,error,ambiguity,or discrepancy which Contractor discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby. In the event of a conflict in the Drawings, Specifications, or other portions of the Contract Documents which were not reported prior to the Award of Contract,the Contractor shall be deemed to have included the most expensive item in their Proposal. 2. Contractor's Review of Contract Documents During Performance of Work. If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) any standard, specification, manual, or code, or (c) any instruction of any Supplier, then Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.16.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and: a. the provisions of any standard,specification,manual,or code,or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents); or EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. ayv 14 GENERAL CONDITIONS 007213-14 CSP 18-018 CANAL B b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by a Change Order or a Work Change Directive. B. The requirements of the Contract Documents maybe supplemented,and minor variations and deviations in the Work may be authorized, by one or more of the following ways: 1. A Field Order; 2. Engineer's approval of a Shop Drawing or Sample (subject to the provisions of Paragraph 6.17.D.3);or 3. Engineer's written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier or other individual or entity performing or furnishing all of the Work under a direct or indirect contract with Contractor, shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications,or other documents(or copies of any thereof)prepared by or bearing the seal of Engineer or its consultants, including electronic media editions; or 2. reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaptation by Engineer. B. The prohibitions of this Paragraph 3.05 will survive final payment,or termination of the Contract.Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Electronic Data A. Unless otherwise stated in the Contract Documents, the data furnished by Owner or Engineer to Contractor, or by Contractor to Owner or Engineer,that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text,data,graphics,or other types are furnished only for the convenience of the receiving party.Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies,the hard copies govern. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 15 GENERAL CONDITIONS 00 72 13-15 CSP 18-018 CANAL B B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator,the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party. C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages,operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Site A. Intentionally Deleted. B. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Contract Documents identify: 1. those reports known to Owner of explorations and tests of subsurface conditions at or contiguous to the Site that Engineer has used in preparing the Contract Documents; and 2. those drawings of physical conditions in or relating to existing surface or subsurface structures at the Site (except Underground Facilities) that Engineer has used in preparing the Contract Documents, such reports and drawings being referred to herein as "reference material" but such "reference material" are not Contract Documents . B. No Reliance by Contractor on Reference Material Authorized: Contractor shall conduct its own due diligence and may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants,or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes,including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page Is GENERAL CONDITIONS 007213-16 CSP 18-018 CANAL B 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any"reference material" or any such other data, interpretations,opinions,or information. 4.03 Differing Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsurface or physical condition that is uncovered or revealed either: 1. is of such a nature as to establish that any"reference material"on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; 2. is of such a nature as to require a change in the Contract Documents; 3. differs materially from that shown or indicated in the Contract Documents; 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; or 5. contains a Constituent of Concern , in which event Contractor shall additionally comply with Paragraph 4.06(D); then Contractor shall, promptly but no later than within 3 days after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A),notify Owner and Engineer in writing about such condition.Contractor shall not further disturb such condition or perform any Work in connection therewith (except as aforesaid)until receipt of written order to do so. B. Engineer's Review: After receipt of written notice as required by Paragraph 4.03.A, Engineer will promptly review the pertinent condition, determine the necessity of Owner's obtaining additional exploration or tests with respect thereto,and advise Owner in writing of Engineer's findings and conclusions. C. Possible Price and Times Adjustments: 1. Upon mutual written agreement of the parties, the Contract Price or the Contract Times, or both, may be equitably adjusted to the extent that the existence of such differing subsurface or physical condition causes an increase or decrease in Contractor's cost of,or time required for,performance of the Work. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 17 GENERAL CONDITIONS 00 72 13-17 CSP 18-018 CANAL B 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times if: a. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to Owner with respect to Contract Price and Contract Times by the submission of a Proposal or becoming bound under a negotiated contract; b. the existence of such condition could reasonably have been discovered or revealed as a result of any examination, investigation,exploration,test,or study of the Site and contiguous areas required by the Proposal Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such final commitment; or c. Contractor failed to give the written notice as required by Paragraph 4.03.A. 4.04 Underground Facilities A. Shown or Indicated.• The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to Owner or Engineer by the owners of such Underground Facilities, including Owner, or by others. Unless it is otherwise expressly provided in the Contract Documents: 1. Owner and Engineer shall not be responsible for the accuracy or completeness of any such information or data provided by others;and 2. the cost of all of the following will be included in the Contract Price,and Contractor shall have full responsibility for: a. reviewing and checking all such information and data; b. locating all Underground Facilities; c. coordination of the Work with the owners of such Underground Facilities, including Owner, during construction; and d. the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. e. Compliance with all Laws and Regulations, including, but not limited to, the Texas Utilities Code Chapter 251 and Title 16 Texas Administrative Code Chapter 18. B. Not Shown or Indicated: 1. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 18 GENERAL CONDITIONS 00 72 13-18 CSP 18-018 CANAL B accuracy in the Contract Documents, Contractor shall, promptly but no later than within 3 days after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. Engineer will promptly review the Underground Facility and determine the extent,if any,to which a change is required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. 2. If Engineer concludes that a change in the Contract Documents is required,a Work Change Directive or a Change Order will be issued to reflect and document such consequences. 4.05 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work.Contractor shall be responsible for laying out the Work,shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.06 Hazardous Environmental Condition at Site A. Reports and Drawings: The Contract Documents identify those reports and drawings relating to Hazardous Environmental Conditions identified at the Site, if any, that have been utilized by the Engineer in the preparation of the Contract Documents, but such reports and drawings are not Contract Documents. B. No Reliance by Contractor on Reference Material Authorized: Contractor shall conduct its own due diligence and may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants,or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes,including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto;or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 19 GENERAL CONDITIONS 00 72 13-19 CSP 18-018 CANAL B 3. any Contractor interpretation of or conclusion drawn from any"reference material" or any such other data, interpretations,opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work, except to the extent Contractor fails to follow the requirements of Paragraph 4.06.1) or otherwise fails to follow written instructions of Owner and/or Engineer. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor,Subcontractors,Suppliers,or anyone else for whom Contractor is responsible. D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.16.A); and (iii) notify Owner and Engineer(and promptly thereafter confirm such notice in writing). E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after Owner has obtained any required permits related thereto and delivered written notice to Contractor: (i)specifying that such condition and any affected area is or has been rendered safe for the resumption of Work;or(ii)specifying any special conditions under which such Work may be resumed safely. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions,then Contractor shall have the option of(i)accepting an equitable adjustment in its compensation or in the time of completion, or both; or(ii)terminating this Agreement for cause on thirty(30)days notice. At its sole option,Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. G. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS OWNER AND ENGINEER, AND THE OFFICERS, DIRECTORS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS,AND SUBCONTRACTORS OF EACH AND ANY OF THEM FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS) ARISING OUT OF OR RELATING TO A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY CONTRACTOR OR BY ANYONE FOR WHOM CONTRACTOR IS RESPONSIBLE, WHETHER OR NOT ANY SUCH CLAIM IS BASED UPON THE ALLEGED NEGLIGENCE OF OWNER EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. GENERAL CONDITIONS 007213-20 CSP 18-018 CANAL B OR ENGINEER, SUBJECT TO OWNER'S DEFENSES AND LIABILITY LIMITS UNDER THE TEXAS TORT CLAIM ACT OR OTHER APPLICABLE LAW. NOTHING HEREIN SHALL BE INTERPRETED TO INDEMNIFY OWNER FOR OWNER'S SOLE OR CONCURRENT NEGLIGENCE. ARTICLE 5—BONDS AND INSURANCE 5.01 Performance, Payment, and Other Bonds A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 13.07, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents. B. All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the list of"Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended)by the Financial Management Service,Surety Bond Branch,U.S.Department of the Treasury and must be authorized to do business in Texas.All bonds signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual's authority to bind the surety. The evidence of authority shall show that it is effective on the date the agent or attorney-in-fact signed each bond. C. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of Paragraph 5.01.13, Contractor shall promptly notify Owner and Engineer and shall,within 20 days after the event giving rise to such notification,provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01.13 and 5.02. 5.02 Licensed Sureties and Insurers A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Contract Documents. Such bonds and insurance shall not require Owner to execute additional documentation to be effective. B. Insurance companies providing insurance required by Contract Documents shall have a minimum rating of A FSC of Class VIII according to A.M.Best Company. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 21 GENERAL CONDITIONS 007213-21 CSP 18-018 CANAL B 5.03 Evidence of Insurance A. At least three (3) weeks prior to commencement of Work and at renewals thereafter during the Term of this Agreement, and for one (1) year thereafter, Contractor shall deliver to Owner, with copies to each additional insured, certificates of insurance on a standard ACCORD form (and other evidence of insurance requested by Owner or any other additional insured, including, but not limited to, copies of any applicable policies) which Contractor is required to purchase and maintain under the Contract Documents. Insurance certificates may be submitted electronically by emailing to: insurance aArwd.com. B. Failure of Owner to demand such certificates or other evidence of Contractor's full compliance with these insurance requirements or failure of Owner to identify a deficiency in compliance from the evidence provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. The acceptance of evidence of insurance by Owner that in any respect does not comply with the requirements of this Agreement shall not release Contractor from compliance herewith. C. Owner does not represent that insurance coverage and limits established in this Contract necessarily will be adequate to protect Contractor. D. The insurance and insurance limits required herein shall not be deemed as a limitation on Contractor's liability under the indemnities granted to Owner in the Contract Documents. E. Contractor may utilize an Excess Liability or Umbrella Policy, in a follow form (or better) basis to the underlying General Liability or Auto policy, to satisfy the general liability general aggregate coverage requirements. 5.04 Contractor's Insurance A. Contractor will, at its sole cost and expense, maintain in effect during the term of its access to the Site and thereafter as indicated below,the following insurance policies with acceptable carriers a minimum rating of A FSC Class of VIII by AM Best Co.and on approved Accord forms: Coverages (1) General Liability insurance on an Occurrence Form to include: (a) Bodily Injury and Property Damage with Combined Single Limit of: $2,000,000 Each Occurrence $3,000,000 General aggregate $2,000,000 Product/completed operations aggregate $1,000,000 Personal and Advertising Injury EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 22 GENERAL CONDITIONS 007213-22 CSP 18-018 CANAL B $ 5,000 Medical payments (b) Coverage is to include: (i) Commercial General Liability; (ii) Premises and Operations to include coverage for loss resulting from damage to underground facilities; (iii) Products and Completed Operations; and (iv) General Aggregate per Project endorsement. (2) Automobile Liability insurance to include coverage for Bodily Injury and Property Damage with a Combined Single Limit of $500,000 each occurrence or equivalent. Coverage is to be included for Owned, Hired and Non-Owned Vehicles. (3) Worker's Compensation insurance in the limits provided by statute, including Employer's liability. (4) Builder's Risk Insurance is required if a permanent structure is being constructed. (5) Pollution Liability insurance in the amount of at least$1,000,000 is required for projects involving harmful chemicals. Remediation projects require a Pollution Liability Policy of at least$5,000,000. (6) Protection & Indemnity (P&I) Insurance of at least $1,000,000 per occurrence and Pollution Liability Insurance of at least $1,000,000 (may be included in the P&I) are required for projects involving construction on or over water. Additional Provisions (A)Coverages will be maintained as required for the duration of the Project and for a period of one (1) year thereafter. (B)All required policies shall be endorsed to provide a waiver of subrogation in favor of Owner, the Owner of the Site (if different than Owner), and Engineer, and their respective subsidiaries, officers, directors and employees. (C)All required policies, except Worker's Compensation, shall be endorsed to include Owner, the owner of the Site (if different than Owner), and Engineer as additional insured and that coverage so provided shall be on a primary,non-contributory basis to any similar coverage of the Owner,the owner of the Site(if different than Owner), and Engineer. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 23 GENERAL CONDITIONS 007213-23 CSP 18-018 CANAL B (D)All required policies, except Worker's Compensation, shall be endorsed to be primary to any policies of Owner, the owner of the Site (if different than Owner), and Engineer with any such policies being excess, secondary and non-contributory. (E)No policy shall have, in aggregate, a deductible and/or self-insured retention in excess of a reasonable amount as determined by Owner. (E)All policies are to be endorsed to provide that Owner, the owner of the Site (if different than Owner), and Engineer will be provided ten (10)days written notice prior to any material change in the policy or cancellation/non-renewal of the policy. (F) Prior to its access to the Site, Contractor agrees to provide Owner,the owner of the Site (if different than Owner), and Engineer with a Certificate of Insurance which shall include the required policies with limits described above as well as the requirements for waiver of subrogation, additional insured status on a primary, non-contributory basis and the ten (10) day notice of cancellation, non-renewal or material change. Owner must approve of certificate of insurance before access to the Site is granted. Upon request of Owner, Contractor shall furnish to Owner the specific policies or policy provisions applicable to the coverages required in the Contract Documents. (G)Contractor agrees to provide Owner,the owner of the Site(if different than Owner), and Engineer with a replacement Certificate of Insurance for any policy expiring during the period in which Contractor or its representatives seek access to the Site. (H)The Owner shall be named as Certificate Holder at: Tarrant Regional Water District, Attn: Risk Manager, 804 E. Northside Drive, Fort Worth, Texas 76102. (1) In addition to the requirements above,the following requirements shall apply to all policies of worker's compensation insurance coverage: 1. Contractor shall certify in writing to Owner that the Contractor provides coverage for each employee of the Contractor employed on the Project. 2. Contractor shall provide written certification from each of its Subcontractors and Suppliers to Owner that each Subcontractor and Supplier provides coverage for each of its employees employed on the Project. 3. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) and Title 28 Texas Administrative Code Section 110.110 for all employees of the Contractor providing services on the project, for the duration of the project. 4. The Contractor shall contractually require each person with whom it contracts to provide Work on the Project, prior to that person beginning work on the Project, to provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 24 GENERAL CONDITIONS 007213-24 CSP 18-018 CANAL B agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44)(A) or (B) and Title 28 Texas Administrative Code Section 110.110 for all of its employees providing Work on the Project, for the duration of the Project. 5. If the coverage period shown on the Contractor's, or Subcontractor's or Suppliers, current certificate of coverage ends during the duration of the Project, then the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the Owner showing that coverage has been extended. 6. The Contractor shall obtain from each Subcontractor and Supplier providing services on a project, and provide to the Owner a certificate of coverage, prior to that Subcontractor or Supplier beginning work on the Project,and,no later than seven days after receipt by the Contractor, furnish to Owner a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. 7. As may be required by law,the Contractor shall post on the Site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 8. Retain all required certificates of coverage on file for the duration of the project and for one (1) year thereafter. (J) The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entitles the Owner to terminate the contract if the Contractor does not remedy the breach within ten (10) days after receipt of notice of breach from the Owner. (K) By signing this contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured,with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. 5.05 Insurance A. In addition to the insurance required to be provided by Contractor under Paragraph 5.04, Contractor shall purchase and maintain for Owner, at no additional cost, Owner's Protective Liability insurance naming Owner as the named insured with insurance that will protect said parties against claims which may arise from operations under the EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 25 GENERAL CONDITIONS 007213-25 CSP 18-018 CANAL B Contract Documents. This coverage shall be from the same company that provides Contractor's liability insurance coverage, and in the same minimum amounts. The Engineer and Engineer's consultants are additional insured as their interest may appear including their officers,directors, agents and employees. B. Owner shall not be responsible for purchasing and maintaining any insurance specified to protect the interests of Contractor, Subcontractors,or others in the Work. The stated limits of insurance required are minimums only. Contractor shall determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, or resulting from or connected with Work under this Agreement,whether or not said losses are covered by insurance. C. At any time,Owner may request Contractor,at Owner's sole expense,provide additional insurance coverage,increased limits,or revised deductibles that are more protective than those specified above. If so requested by Owner, and if commercially available, Contractor shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and this Agreement will be supplemented to incorporate these requirements. 5.06 Workers Compensation Insurance Coverage (Title 28 Texas Administrative Code sec. 110) Texas Administrative Code Title 28 Section 110.110(c)(7)requires the following language to be contained in building and construction proposal specifications and contracts: Workers Compensation Insurance Coverage- A. Definitions: Certificate of coverage("certificate")—A copy of a certificate of insurance,a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project for the duration of the project. Duration of the project—Includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in 406.096) — Includes all persons or entities performing all or part of the services the contractor has'undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies,motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services include,without limitation,providing,hauling,or delivering equipment or materials,or providing labor, EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 26 GENERAL CONDITIONS 007213-26 CSP 18-018 CANAL B transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the contractor providing services on the project,for the duration of the project. C. The contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project,the contractor must,prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project,and provide to the governmental entity: (1) A certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and (2) No later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery,within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice,in the text,form and manner prescribed by the Texas Workers' Compensation Commission,informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project,to: (1) Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements,which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; (2) Provide to the contractor,prior to that person beginning work on the project,a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project,for the duration of the project; (3) Provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Paye 27 GENERAL CONDITIONS 007213-27 CSP 18-018 CANAL B (4) Obtain from each other person with whom it contracts,and provide to the contractor: (a) A certificate of coverage,prior to the other person beginning work on the project;and (b) A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends'during the duration of the project; (5) Retain all required certificates of coverage on file for the duration of the project and for one year thereafter; (6) Notify the governmental entity in writing by certified mail or personal delivery,within 10 days after the person knew or should have known,of any change that materially affects the provision of coverage of any person providing services on the project;and (7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage,the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project,that the coverage will be based on proper reporting of classification codes and payroll amounts,and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties,criminal penalties,civil penalties,or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity." ARTICLE 6—CONTRACTOR'S RESPONSIBILITIES 6.01 Standard of Performance; Supervision and Superintendence A. Contractor represents that he has familiarized himself with the nature and extent of the Contract Documents,Work,location,all local conditions,and Laws and Regulations that in any manner may affect performance of the Work,and represents that he has correlated his study and observations with the requirements of the Contract Documents. Contractor also represents that he has studied all conditions referred to in the Contract Documents and will make such additional surveys and investigations as he deems necessary for the performance of the Work at the Contract Price in accordance with the requirements of the Contract Documents and that he has correlated the results of all such data with the requirements of the Contract Documents. B. Contractor agrees and warrants to Owner to provide the Work in a good, professional, and workmanlike manner, recognizing that Contractor's Work shall be performed as expeditiously as possible, consistent with professional skill and care and the orderly progress of the Project. The standard of care applicable to Contractor's rendition of the EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 28 GENERAL CONDITIONS 007213-28 CSP 18-018 CANAL B Work will be the degree of skill and diligence normally employed in the State of Texas by professionals performing the same or similar services at the time such Work is performed. C. Contractor has the means, capability, experience, registrations, licenses,permits and all necessary governmental approvals and authorizations necessary to perform the Work. Without limiting the generality of the foregoing, Contractor, its employees, Subcontractors and Suppliers shall have taken all training and certification courses required under all applicable federal, state and local laws,rules and regulations. D. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. E. At all times during the progress of the Work,Contractor shall assign a competent resident superintendent who shall not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. Extraordinary circumstances shall mean(i)if superintendent leaves the employment of the Contractor or (ii) pursuant to paragraph 6.01.17 below. The superintendent will be Contractor's representative at the Site and shall have authority to act on behalf of Contractor. All communications given to or received from the superintendent shall be binding on Contractor. F. If during the Term of this Agreement,Owner determines that the performance of any one or more Contractor's superintendents, employees or Subcontractors is unacceptable, Owner will notify Engineer and Contractor of same and provide Contractor a reasonable period of time to correct such performance. If such corrective actions do not achieve the desired results to the reasonable satisfaction of Owner, upon Owner's written request Contractor shall replace such superintendent, employee or Subcontractor. G. Without limiting any other provision of this Agreement, Contractor shall be responsible to Owner for all costs and damages resulting from(i)defects in the Work and(ii)failure of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to comply with the terms of this Agreement. H. Neither Owner nor Engineer shall be responsible for the acts or omissions of Contractor, or any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by Contractor, Subcontractor or Supplier. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. Contractor represents, warrants and agrees that all Work shall be performed by a staff that have the credentials then prescribed by industry standards appropriate to the Work. Contractor EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 29 GENERAL CONDITIONS 007213-29 CSP 18-018 CANAL B shall at all times maintain good discipline and order at the Site. Contractor shall diligently and uninterruptedly complete the Work in a timely manner, recognizing that time is of the essence. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours. Contractor will not permit the performance of Work on a Saturday, Sunday, or any legal holiday without Owner's written consent (which will not be unreasonably withheld) given after prior written notice to Engineer. C. If Contractor fails, through its own fault, to complete the performance required in this Agreement within the time set forth, as may be duly adjusted, then Owner shall be entitled to the recovery of damages resulting from such failure. D. Contractor shall make every reasonable effort to meet the critical Milestones. Meeting critical Milestones shall not result in increased cost to Owner, nor shall quality of the Work be compromised to achieve such critical Milestones. 6.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, 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 and incidentals necessary for the performance,testing, start-up,and completion of the Work. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified,shall be of good quality and new,except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of Owner. If required or requested by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind,and quality of materials and equipment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. D. Owner shall have the right to disapprove any portion of Contractor's Work which does not comply with the requirements of the Contract Documents or this Agreement. In the event that Contractor's Work, or any portion thereof, is disapproved by Owner, Contractor shall proceed,when requested by Owner,with revisions to the Work that meet all applicable requirements of this Agreement and the Contract Documents. Correction or completion of Work which does not comply with the requirements of this Agreement and the Contract Documents shall be made without adjustments to the compensation for Contractor's Work. It is the intent of the parties that Contractor shall promptly correct EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 30 GENERAL CONDITIONS 007213-30 CSP 18-018 CANAL B any defective, inaccurate or incomplete tasks, deliverables, services or other work, without additional cost to Owner. The acceptance of Contractor's Work by Owner shall not relieve Contractor from the obligation to correct subsequently discovered defects, inaccuracies or incompleteness resulting from Contractor's acts,errors or omissions. In no event shall this paragraph be construed to relieve Contractor from liability for any Work which is not disapproved by Owner. E. Contractor shall assume,pay and discharge any and all liabilities, claims or demands of Suppliers, Subcontractors or others under contract with Contractor arising out of the Work, and shall maintain the Site free and clear of any and all liens, claims or encumbrances of any type or description whatsoever. 6.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.07 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer for acceptance (to the extent indicated in Paragraph 2.07)proposed adjustments in the Progress Schedule that will not result in changing the Contract Times. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Times may only be made by a Change Order. 6.05 Substitutes and "Or-Equals" A. Where equipment and products are specified by name, no substitutes or"or-equal" will be considered or approved unless the term "or-equal" is included in the individual Specification.If substitutes or"or equals"are specifically permitted for consideration by the individual Specifications,they must be submitted and will be reviewed and evaluated in accordance with the provisions established in Paragraph 6.05 and in Division 1 of the Specifications. 1. "Or-Equal"Items: If in Engineer's sole discretion an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required,it may be considered by Engineer as an"or-equal"item, in which case review and approval of the proposed item may, in Engineer's sole discretion,be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if- a. fa. in the exercise of reasonable judgment Engineer determines that: EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright 0 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 31 GENERAL CONDITIONS 007213-31 CSP 18-018 CANAL B 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; and 3) it has a proven record of performance and availability of responsive service. b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times; and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items: a. If in Engineer's sole discretion an item of material or equipment proposed by Contractor does not qualify as an"or-equal" item under Paragraph 6.05.A.1, it will be considered a proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow Engineer to determine if the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefore. Requests for review of proposed substitute items of material or equipment will not be accepted by Engineer from anyone other than Contractor. c. The requirements for review by Engineer will be as set forth in Paragraph 6.05.A.2.d, as supplemented by the General Requirements, and as Engineer may decide is appropriate under the circumstances. d. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: 1) shall certify that the proposed substitute item will: a) perform adequately the functions and achieve the results called for by the general design, b) be similar in substance to that specified, and c) be suited to the same use as that specified; 2) will state: EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 32 GENERAL CONDITIONS 007213-32 CSP 18-018 CANAL B a) the extent, if any, to which the use of the proposed substitute item will prejudice Contractor's achievement of Substantial Completion on time, b) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with Owner for other work on the Project)to adapt the design to the proposed substitute item, and c) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; 3) will identify: a) all variations of the proposed substitute item from that specified, and b) available engineering, sales, maintenance, repair, and replacement services; and 4) shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and claims of other contractors affected by any resulting change. B. If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by Engineer. Contractor shall submit sufficient information to allow Engineer, in Engineer's sole discretion,to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The requirements for review by Engineer will be similar to those provided in Paragraph 6.05.A. C. Engineer will be allowed a reasonable time within which to evaluate each Proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.13. Engineer may require Contractor to furnish additional data about the proposed substitute item.Engineer will be the sole judge of acceptability. No "or equal" or substitute will be ordered, installed or utilized until Engineer's review is complete,which will be evidenced by a Change Order or Field Order. D. Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. E. Engineer will record Engineer's costs in evaluating an"or-equal"proposed or submitted by Contractor pursuant to Paragraphs 6.05.A. and 6.05.13. Whether or not Engineer approves an "or-equal so proposed or submitted by Contractor, Contractor shall reimburse Owner for the reasonable charges of Engineer for evaluating each such proposed "or-equal". Contractor shall also reimburse Owner for the reasonable charges EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Papa 33 GENERAL CONDITIONS 007213-33 CSP 18-018 CANAL B of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed "or- equal". F. Contractor shall provide all data in support of any proposed substitute or "or-equal" at Contractor's expense. ,6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity (including those acceptable to Owner as indicated in Paragraph 6.06.13),whether initially or as a replacement, against whom Owner may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection unless called for in the Contract Documents. B. If the Contract Documents require the identity of certain Subcontractors, Suppliers, or other individuals or entities to be submitted to Owner for acceptance by Owner, and if Contractor has submitted a list thereof in accordance with the Contract Documents, Owner's acceptance(either in writing or by failing to make written objection thereto by the date indicated for acceptance or objection in the Proposal Documents or the Contract Documents) of any such Subcontractor, Supplier, or other individual or entity so identified may be revoked on the basis of reasonable objection after due investigation. Contractor shall promptly submit an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity. No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall constitute a waiver of any right of Owner or Engineer to reject defective Work. C. Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions.Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier or other individual or entity; nor 2. nor shall anything in the Contract Documents create any obligation on the part of Owner or Engineer to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. D. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers,and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page U GENERAL CONDITIONS 007213-34 CSP 18-018 CANAL B E. Contractor shall require all Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work to communicate with Engineer through Contractor. F. The divisions and sections of the Specifications and the identifications of any Drawings shall not control Contractor in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner and Engineer. Whenever any such agreement is with a Subcontractor or Supplier who is listed as a loss payee on the property insurance provided in Paragraph 5.04, the agreement between the Contractor and the Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights against Owner,Contractor,Engineer,and all other individuals or entities identified in the Contract Documents to be listed as insureds or loss payees (and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them) for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, Contractor will obtain the same. H. Owner or Engineer may furnish to any such Subcontractor, Supplier, or other person or organization,to the extent practicable, information about amounts paid to Contractor in accordance with Contractor's Application for Payment on account of the particular Subcontractor's, Supplier's,other person's or other organization's Work. 6.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention,design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of Owner or Engineer, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others,the existence of such rights shall be disclosed by Owner in the Contract Documents. B. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS OWNER AND ENGINEER, AND THE OFFICERS, DIRECTORS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUBCONTRACTORS OF EACH AND ANY OF THEM FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 35 GENERAL CONDITIONS 007213-35 CSP 18-018 CANAL B AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS) ARISING OUT OF OR RELATING TO ANY INFRINGEMENT OF PATENT RIGHTS OR COPYRIGHTS INCIDENT TO THE USE IN THE PERFORMANCE OF THE WORK OR RESULTING FROM THE INCORPORATION IN THE WORK OF ANY INVENTION, DESIGN, PROCESS, PRODUCT, OR DEVICE NOT SPECIFIED IN THE CONTRACT DOCUMENTS. 6.08 Permits A. Unless otherwise provided in the Contract, Contractor shall obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Proposals, or, if there are no Proposals, on the Effective Date of the Agreement. Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. B. In the performance of the Work, Contractor, its employees, agents, Subcontractors and Suppliers shall meet all the necessary qualifications for and hold any and all applicable licenses or certifications required by federal, state or local rules and regulations to conduct the Work. 6.09 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be Contractor's responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.03. C. Changes in Laws or Regulations not known at the time of opening of Proposals (or, on the Effective Date of the Agreement if there were no Proposals) having an effect on the cost or time of performance of the Work shall be the subject of an equitable adjustment in Contract Price or Contract Times. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 36 GENERAL CONDITIONS 007213-36 CSP 18-018 CANAL B D. All Offerors are required to complete and submit with their Proposal the Vendor Compliance to State Law form,which follows the Proposal. E. In performing Work, Contractor, its Subcontractors and Suppliers shall cooperate with all federal, state and local government agencies having authority over the subject matter hereof and the performance of the Work; provided, however, neither Contractor nor its Subcontractors nor Suppliers shall contact in any manner whatsoever any governmental authority for an purpose without the prior written consent of Owner. 6.10 Taxes A. Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by Contractor in the performance of the Work and assumes responsibility for complying with all applicable statutes and rulings of the Texas Comptroller. B. Contractor affirms that the Contract Price includes all applicable sales and/or use taxes. C. Contractor shall include on each invoice submitted hereunder (i) the amount of any applicable sales and/or use tax and (ii) a statement on said invoice verifying that the amount submitted for payment includes the stated and applicable sales and/or use tax. D. Contractor hereby agrees to provide the Owner copies of any audits by the Texas State Comptroller of Contractor's payment of sales taxes applicable to transactions under this Agreement. Further, Contractor, in consideration of the rights, duties and obligations contained herein, hereby waives confidentiality of audits conducted by the Texas State Comptroller pertaining to transactions under this Agreement and authorizes the Texas State Comptroller, upon request of the Owner, to release to the Owner copies of Contractor's audits pertaining to transactions under this Agreement. E. IN ADDITION TO OTHER INDEMNITIES CONTAINED HEREIN, CONTRACTOR SHALL INDEMNIFY, RELEASE AND HOLD HARMLESS THE OWNER FROM ALL COST, LOSS OR EXPENSE ARISING FROM CONTRACTOR'S FAILURE TO (1) INCLUDE THE SALES AND/OR USE TAXES IN THE STATED PURCHASE AMOUNT, (II) SEPARATELY STATE THE SALES AND/OR USE TAXES ON INVOICES, AND/OR (III) PROVIDE WRITTEN VERIFICATION ON INVOICES THAT THE SALES TAX IS INCLUDED IN THE PURCHASE AMOUNT. F. Contractor, its agents, Subcontractors and Suppliers shall pay all salaries, wages, expenses, social security taxes, federal and state unemployment taxes and any other similar payroll taxes relating to the performance of this Agreement. Contractor, its employees,agents,affiliates,Subcontractors and Suppliers shall not be considered agents or employees of Owner. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 37 GENERAL CONDITIONS 007213-37 CSP 18-018 CANAL B 6.11 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations,and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof,or of any adjacent land or areas resulting from the performance of the Work. 2. Should any claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law. 3. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS OWNER AND ENGINEER, AND THE OFFICERS, DIRECTORS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUBCONTRACTORS OF EACH AND ANY OF THEM FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES OF ENGINEERS,ARCHITECTS,ATTORNEYS,AND OTHER PROFESSIONALS AND ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS) ARISING OUT OF OR RELATING TO ANY CLAIM OR ACTION,LEGAL OR EQUITABLE,BROUGHT BY ANY SUCH OWNER OR OCCUPANT AGAINST OWNER, ENGINEER, OR ANY OTHER PARTY INDEMNIFIED HEREUNDER TO THE EXTENT CAUSED BY OR BASED UPON CONTRACTOR'S PERFORMANCE OF THE WORK. B. During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 38 GENERAL CONDITIONS 007213-38 CSP 18-018 CANAL B D. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.12 Record Documents A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications in good order and annotated to show changes made during construction. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to Engineer for reference. Upon completion of the Work, these record documents, Samples, and Shop Drawings will be delivered to Engineer for Owner. 6.13 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal,relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection,removal,relocation,and replacement of their property. C. Contractor shall comply with the applicable requirements of Owner's safety programs, if any. The Contract Documents identify any Owner's safety programs that are applicable to the Work. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 39 GENERAL CONDITIONS 007213-39 CSP 18-018 CANAL B D. Contractor shall inform Owner and Engineer of the specific requirements of Contractor's safety program with which Owner's and Engineer's employees and representatives must comply while at the Site. E. All damage,injury,or loss to any property referred to in Paragraph 6.13.A.2 or 6.13.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier,or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor. F. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 14.07.13 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.14 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 6.15 Hazard Communication Programs A. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 6.16 Emergencies A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If Engineer determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. 6.17 Shop Drawings and Samples A. Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accordance with the accepted Schedule of Submittals(as required by Paragraph 2.07). Each submittal will be identified as Engineer may require. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 40 GENERAL CONDITIONS 007213-40 CSP 18-018 CANAL B 1. Shop Drawings: a. Submit number of copies specified in the General Requirements. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 6.17.D. 2. Samples: a. Submit number of Samples specified in the Specifications. b. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 6.17.D. B. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to Engineer's review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Submittal Procedures: 1. Before submitting each Shop Drawing or Sample,Contractor shall have: a. reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; b. determined and verified all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; c. determined and verified the suitability of all materials offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and d. determined and verified all information relative to Contractor's responsibilities for means,methods,techniques,sequences,and procedures of construction,and safety precautions and programs incident thereto. 2. All Shop Drawings shall be in strict compliance with the Contract Documents. The Contractor may seek a deviation by requesting a modification. All approved Change Orders, Field Orders and/or Work Change Directives shall be incorporated into the EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 41 GENERAL CONDITIONS 007213-41 CSP 18-018 CANAL B Shop Drawings. The Contractor may submit a Shop Drawing or sample that varies from strict compliance with the Contract Documents providing the submittal is accompanied by a Shop Drawing Deviation Request form. If the proposed modification is approved by the Engineer,the submittal will be considered to be in strict compliance with the Contract Documents and it will be reviewed in accordance with the Contract Documents. If the proposed modification is not approved, the submittal will be returned to the Contractor with appropriate comments. All Shop Drawings shall bear a duly executed statement by the Contractor as shown below. THIS SHOP DRAWING HAS BEEN REVIEWED AND DETERMINED TO BE IN COMPLIANCE COMPLIANCE SUBJECT TO APPROVAL OF ATTACHED CHANGE ORDER/FIELD ORDER AND WITH THE CONTRACT DOCUMENTS AS MODIFIED BY ADDENDA, CHANGE ORDER AND FIELD ORDER. Contractor BY DATE 3. The Contractor may submit a Shop Drawing or Sample that varies from strict compliance with the Contract Documents providing the submittal is accompanied by a proposed Change Order or Field Order. If the proposed Change Order or Field Order is approved by the Engineer, the submittal will be considered in strict compliance with the Contract Documents. Submittals under this provision shall bear a duly executed statement by the Contractor as set forth in paragraph 6.17.C.2. If the proposed Change Order or Field Order is approved by the Engineer,the submittal will be reviewed in accordance with the Contract Documents. If the Change Order or Field Order is not approved, the submittal will be returned to the Contractor with appropriate comments. D. Engineer's Review: 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer's review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 42 GENERAL CONDITIONS 007213-42 CSP 18-018 CANAL B Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Engineer's review and approval will not extend to means, methods, techniques, sequences,or procedures of construction(except where a particular means,method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents)or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 3. Engineer's review and approval shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 6.17.C.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer's review and approval shall not relieve Contractor from responsibility for complying with the requirements of Paragraph 6.17.C.1. E. Resubmittal Procedures: 1. All resubmittals shall be in strict compliance with the Drawings, Specifications and Contract Documents, and only the changes permitted from the prior submittal shall be modifications or additional information addressing specifically the Engineer's previous comments. 6.18 Continuing the Work A. Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner.No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted by Paragraph 15.04. Contractor assumes and bears responsibility for all costs and time delays associated with any variation from the requirements of the Contract Documents. 6.19 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. Engineer and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 43 GENERAL CONDITIONS 007213-43 CSP 18-018 CANAL B 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by Engineer; 2. recommendation by Engineer or payment by Owner of any progress or final payment; 3. the issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner; 4. use or occupancy of the Work or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal or the issuance of a notice of acceptability by Engineer; 6. any inspection,test,or approval by others; or 7. any correction of defective Work by Owner. 6.20 Indemnification A. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATION, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS EACH OWNER INDEMNIFIED PARTY FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, DAMAGES AND EXPENSE (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS)ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THE WORK, BODILY INJURY, DEATH, OR DESTRUCTION OF TANGIBLE PROPERTY CAUSED BY ANY ACT OR OMISSION OF CONTRACTOR,ANY SUBCONTRACTOR, ANY SUPPLIER, OR ANY INDIVIDUAL OR ENTITY DIRECTLY OR INDIRECTLY EMPLOYED OR RETAINED BY ANY OF THEM,OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE,REGARDLESS OF WHETHER SUCH CLAIM, COST, LOSS, DAMAGE OR EXPENSE IS ALLEGED TO BE CAUSED IN PART BY AN OWNER INDEMNIFIED PARTY HEREUNDER, SUBJECT TO THE OWNER'S DEFENSES AND LIABILITY LIMITS UNDER THE TEXAS TORT CLAIMS ACT. NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE CONTRACTOR TO INDEMNIFY AN OWNER INDEMNIFIED PARTY AGAINST A CLAIM, COST, LOSS, DAMAGE OR EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 44 GENERAL CONDITIONS 007213-44 CSP 18-018 CANAL B EXPENSE CAUSED BY THE (I) NEGLIGENCE OR FAULT,(II)BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD OR RULE, OR (III) THE BREACH OF CONTRACT BY AN OWNER INDEMNIFIED PARTY. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES EACH OF THE OWNER INDEMNIFIED PARTIES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR, ITS AGENTS OR SUBCONTRACTORS OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER INDEMNIFIED PARTY. B. In any and all claims against Owner or Engineer or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 6.20.A shall not be limited in any way by any limitation on the amount or type of damages,compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier,or other individual or entity under workers' compensation acts, disability benefit acts, or other employee benefit acts. C. The indemnification obligations of Contractor under Paragraph 6.20.A shall not extend to the liability of Engineer and Engineer's officers, directors, members, partners, employees, agents, consultants and subcontractors arising out of: 1. the preparation or approval of,or the failure to prepare or approve maps,Drawings, opinions,reports, surveys,Change Orders, designs,or Specifications; or 2. giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. 6.21 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor's responsibilities for construction means,methods,techniques,sequences and procedures.Contractor shall not be required to provide professional services in violation of applicable law. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 45 GENERAL CONDITIONS 007213-45 CSP 18-018 CANAL B submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. D. Pursuant to this Paragraph 6.21, Engineer's review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer's review and approval of Shop Drawings and other submittals(except design calculations and design drawings)will be only for the purpose stated in Paragraph 6.17.D.1. ARTICLE 7—OTHER WORK AT THE SITE 7.01 Related Work at Site A. Owner may perform other work related to the Project at the Site with Owner's employees, or through other direct contracts therefore,or have other work performed by utility owners. If such other work is not noted in the Contract Documents,written notice thereof will be given to Contractor prior to starting any such other work. B. Contractor shall afford each other contractor who is a party to such a direct contract,each utility owner, and Owner, if Owner is performing other work with Owner's employees, proper and safe access to the Site,provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work, and properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work.Contractor shall not endanger any work of others by cutting,excavating,or otherwise altering such work; provided,however,that Contractor may cut or alter others'work with the written consent of Engineer and the others whose work will be affected. The duties and responsibilities of Contractor under this Paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between Owner and such utility owners and other contractors. C. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work.Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. . EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 46 GENERAL CONDITIONS 007213-46 CSP 18-018 CANAL B 7.02 Coordination A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in the Contract Documents: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. B. Unless otherwise provided in the Contract Documents, Owner shall have sole authority and responsibility for such coordination. 7.03 Legal Relationships A. Paragraphs 7.0 LA and 7.02 are not applicable for utilities not under the control of Owner. B. Contractor shall be liable to Owner and any other contractor under direct contract to Owner for the reasonable direct delay and disruption costs incurred by such other contractor as a result of Contractor's action or inactions. ARTICLE 8—OWNER'S RESPONSIBILITIES 8.01 Communications to Contractor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. 8.02 Replacement of Engineer A. In case of termination of the employment of Engineer, Owner shall appoint an engineer whose status under the Contract Documents shall be that of the former Engineer. 8.03 Furnish Data(Intentionally Deleted) 8.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in Paragraphs 14.02.0 and 14.07.C. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 47 GENERAL CONDITIONS 007213-47 CSP 18-018 CANAL B 8.05 Lands and Easements;Reports and Tests (Intentionally Deleted) 8.06 Insurance (Intentionally Deleted) 8.07 Change Orders A. Owner is obligated to execute Change Orders as indicated in Paragraph 10.03. 8.08 Inspections, Tests, and Approvals(Intentionally Deleted) 8.09 Limitations on Owner's Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 8.10 Undisclosed Hazardous Environmental Conditions (Intentionally Deleted) 8.11 Evidence of Financial Arrangements (Intentionally Deleted) 8.12 Compliance with Safety Program A. While at the Site, Owner's employees and representatives shall comply with the specific applicable requirements of Contractor's safety programs of which Owner has been informed pursuant to Paragraph 6.13.D. ARTICLE 9—ENGINEER'S STATUS DURING CONSTRUCTION 9.01 Owner's Representative A. Engineer will be Owner's representative during the construction period. The duties and responsibilities and the limitations of authority of Engineer as Owner's representative during construction are set forth in the Contract Documents. 9.02 Visits to Site A. Engineer will make visits to the Site at intervals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general,if the Work is proceeding in accordance with the Contract Documents.Engineer will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work.Engineer's efforts will be directed toward providing EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 48 GENERAL CONDITIONS 007213-48 CSP 18-018 CANAL B for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work. B. Engineer's visits and observations are subject to all the limitations on Engineer's authority and responsibility set forth in Paragraph 9.09. Particularly, but without limitation,during or as a result of Engineer's visits or observations of Contractor's Work, Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Project Representative (Intentionally Deleted) 9.04 Authorized Variations in Work A. Engineer may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on Owner and also on Contractor, who shall perform the Work involved promptly. The Contractor shall notify the Engineer in writing prior to beginning any Work addressed in a Field Order if the Contractor does not agree that the Work involved represents no additional cost and/or time change in the Contract Documents. 9.05 Rejecting Defective Work A. Engineer will have authority to reject Work which Engineer believes to be defective, or that Engineer believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Engineer will also have authority to require special inspection or testing of the Work as provided in Article 13,whether or not the Work is fabricated, installed,or completed. 9.06 Shop Drawings, Change Orders and Payments A. In connection with Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, see Paragraph 6.17. B. In connection with Engineer's authority,and limitations thereof,as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, see Paragraph 6.21. C. In connection with Engineer's authority as to Change Orders,see Articles 10, 11,and 12. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 49 GENERAL CONDITIONS 007213-49 CSP 18-018 CANAL B D. In connection with Engineer's authority as to Applications for Payment, see Article 14. 9.07 Determinations for Unit Price Work A. Engineer will have authority to determine the actual quantities and classifications of items of Unit Price Work performed by Contractor and the written decision of Engineer on such matters will be final and binding and not subject to appeal (except as modified by Engineer to reflect changed factual conditions or more accurate data). 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder.All matters in question and other matters between Owner and Contractor arising prior to the date final payment is due relating to the acceptability of the Work,and the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work,will be referred initially to Engineer in writing within thirty(30)days of the event giving rise to the question. B. Engineer will, with reasonable promptness, render a written decision on the issue referred. C. Engineer's written decision on the issue referred will be final and binding on Contractor, subject to the provisions of Paragraph 10.05. D. When functioning as interpreter and judge under this Paragraph 9.08, Engineer will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. 9.09 Limitations on Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility under this Article 9 or under any other provision of the Contract Documents nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work.Engineer will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 50 GENERAL CONDITIONS 007213-50 CSP 18-018 CANAL B C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Work. D. Engineer's review of the final Application for Payment and accompanying documentation and all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Paragraph 14.07.A will only be to determine generally that their content complies with the requirements of,and in the case of certificates of inspections, tests, and approvals that the results certified indicate compliance with, the Contract Documents. E. The limitations upon authority and responsibility set forth in this Paragraph 9.09 shall also apply to the Resident Project Representative, if any, and assistants, if any. 9.10 Compliance with Safety Program A. While at the Site, Engineer's employees and representatives shall comply with the specific applicable requirements of Contractor's safety programs of which Engineer has been informed pursuant to Paragraph 6.13.D. ARTICLE 10—CHANGES IN THE WORK; CLAIMS 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work by a Change Order or a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). 10.02 Unauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.16 or in the case of uncovering Work as provided in Paragraph 13.04.D. 10.03 Execution of Change Orders A. Owner and Contractor shall execute appropriate Change Orders recommended by Engineer covering: EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 51 GENERAL CONDITIONS 007213-51 CSP 18-018 CANAL B 1. changes in the Work which are: (i) ordered by Owner pursuant to Paragraph 10.0l.A, (ii) required because of acceptance of defective Work under Paragraph 13.08.A or Owner's correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; and 2. changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive. B. Contractor assumes and bears responsibility for all costs and time delays associated with any variation from the requirements of the Contract Documents unless the variation is specifically approved by Change Order. 10.04 Notification to Surety A. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times),the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. 10.05 Claims A. Engineer's Decision Required. All Contractor Claims,except those waived pursuant to Paragraph 14.09, shall be referred to the Engineer for decision. A decision by Engineer shall be required as a condition precedent to any exercise by Contractor of any rights or remedies either may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Claims. B. Notice: Written notice stating the general nature of each Claim shall be delivered by the Contractor to Engineer and Owner promptly (but in no event later than seven (7) days after the start of the event giving rise thereto. The responsibility to substantiate a Claim shall rest with the Contractor. Notice of the amount or extent of the Claim, with supporting data shall be delivered to the Engineer and Owner within thirty(30)days after the start of such event (unless Engineer allows additional time for the Contractor to submit additional or more accurate data in support of such Claim). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01.13. A Claim for an adjustment in Contract Times shall be prepared in accordance with the provisions of Paragraph 12.02.13.Each Claim shall be accompanied by Contractor's written statement that the adjustment claimed is the entire adjustment to which the Contractor believes it is entitled as a result of said event. C. Engineer's Action: Engineer will review each Claim and, within thirty (30) days after receipt of the Claim, take one of the following actions in writing: 1. deny the Claim in whole or in part; EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. rage 52 GENERAL CONDITIONS 007213-52 CSP 18-018 CANAL B 2. approve the Claim;or 3. notify the Contractor and Owner that the Engineer is unable to resolve the Claim if, in the Engineer's sole discretion, it would be inappropriate for the Engineer to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. D. In the event that Engineer does not take action on a Claim within said 30 days,the Claim shall be deemed denied. E. Engineer's written action under Paragraph 10.05.0 or denial pursuant to Paragraphs 10.05.C.3 or 10.05.13 will be final and binding upon Contractor, unless Contractor invokes the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. F. No Claim for an adjustment in Contract Price or Contract Times will be valid if not submitted in accordance with this Paragraph 10.05. ARTICLE 11 —COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.0 LB,necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work or because of the event giving rise to the Claim.Except as otherwise may be agreed to in writing by Owner,such costs shall be in amounts no higher than those paid for the Work included in the Contract Price,shall not include any of the costs itemized in Paragraph 11.0 LB, and shall include only,the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include one foreman (unless otherwise agreed upon prior to beginning Work)and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall not exceed 1.5 times regular pay and shall be included in the above to the extent authorized by Owner. Contractor shall provide certified payroll records listing personnel classifications EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 83 GENERAL CONDITIONS 007213-53 CSP 18-018 CANAL B and salaries for all individuals involved in additional Work. Salaries for those not included in the certified payroll will be considered as being included under paragraph 11.01.13. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors.If required by Owner,Contractor shall obtain competitive Proposals from subcontractors acceptable to Owner and Contractor and shall deliver such Proposals to Owner, who will then determine, with the advice of Engineer, which Proposals, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 11.01. 4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 5. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer,and the costs of transportation, loading,unloading, assembly, dismantling,and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 54 GENERAL CONDITIONS 007213-54 CSP 18-018 CANAL B d. Sales,consumer,use,and other similar taxes related to the Work,and for which Contractor is liable, as imposed by Laws and Regulations or the Contract Documents. e. Deposits lost for causes other than negligence of Contractor,any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. f. Losses and damages(and related expenses)caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of property insurance established in accordance with Paragraph 5.06.D), provided such losses and damages have resulted from causes other than the acts or omissions of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's fee. g. The cost of utilities, fuel, and sanitary facilities at the Site. h. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, express and courier services, and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers,executives,principals (of partnerships and sole proprietorships),general managers,superintendents,safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.0I.A.I or specifically covered by Paragraph 11.01.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 55 GENERAL CONDITIONS 007213-55 CSP 18-018 CANAL B 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to,the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraphs 11.01 I.A. C. Contractor's Fee: When all the Work is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work,Contractor's fee shall be determined as set forth in Paragraph 12.01.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.0 LA and 11.0I.B, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form and at intervals acceptable to Engineer an itemized cost breakdown together with supporting data. 11.02 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cash Allowances: 1. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation, overhead,profit,and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance: 1. Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 56 GENERAL CONDITIONS 007213-56 CSP 18-018 CANAL B D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances,and the Contract Price shall be correspondingly adjusted. 11.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Proposals and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by Engineer subject to the provisions of Paragraph 9.07. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. The unit price of an item of Unit Price Work shall be subject to reevaluation and adjustment under the following conditions: 1. if the total cost of a particular item of Unit Price Work amounts to twenty percent (20%) or more of the total Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than twenty percent (20%) from the estimated quantity of such item indicated in the Agreement; 2. if there is no corresponding adjustment with respect to any other item of Work; and 3. if Contractor believes that Contractor has incurred additional expense as a result thereof, or if Owner believes that the quantity variation entitles Owner to an adjustment in the Unit Price,either the Owner or Contractor may make a claim for an adjustment in the Contract Price in accordance with Article 11 if the parties are unable to agree as to the effect of any such variation in the quantity of the Unit Price Work performed. ARTICLE 12—CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 12.01 Change of Contract Price A. The Contract Price may only be changed by a Change Order. Any Claim for an adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 57 GENERAL CONDITIONS 007213-57 CSP 18-018 CANAL B B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents,by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum; or 3. where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under Paragraph 12.01.13.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit(determined as provided in Paragraph 12.01.C). C. Contractor's Fee: The Contractor's fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 11.0I.A.I and 11.01.A.2, the Contractor's fee shall be 15 percent; b. for costs incurred under Paragraph 11.0I.A.3, the Contractor's fee shall be 5 percent; c. where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon,the intent of Paragraphs 12.01.C.2.a and 12.0l.C.2.b is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.0I.A.1 and 11.0I.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of 5 percent of the amount paid to the next lower tier Subcontractor; d. no fee shall be payable on the basis of costs itemized under Paragraphs 11.01.A.4, 11.0I.A.5, and 11.01.13; e. the amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to 5 percent of such net decrease; and EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 58 GENERAL CONDITIONS 007213-58 CSP 18-018 CANAL B f. when both additions and credits are involved in any one change,the adjustment in Contractor's fee shall be computed on the basis of the net change in accordance with Paragraphs 12.0l.C.2.a through 12.0l.C.2.e, inclusive. 12.02 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the Contract Times shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. Any adjustment of the Contract Times covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined in accordance with the provisions of this Article 12. 12.03 Delays A. Where Contractor is prevented from completing any part of the Work within the Contract Times due to delay beyond the control of Contractor,the Contract Times will be extended in an amount equal to the time lost due to such delay if a Claim is made therefore as provided in Paragraph 12.02.A. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, or acts of God. No time extensions will be allowed for weather conditions for Projects using calendar days for the Contract Time. B. If Owner, Engineer, or other contractors or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts,or interferes with the performance or progress of the Work,then Contractor may be entitled to an equitable adjustment in the Contract Price or the Contract Times,or both upon mutual agreement of the parties. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. C. If Contractor is delayed in the performance or progress of the Work by fire, flood, epidemic, abnormal weather conditions, acts of God, acts or failures to act of utility owners not under the control of Owner,or other causes not the fault of and beyond control of Owner and Contractor, then Contractor may be entitled to an equitable adjustment in Contract Times upon mutual agreement of the parties, if such adjustment is essential to Contractor's ability to complete the Work within the Contract Times.Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph 12.03.C. D. Owner, Engineer, and their officers, directors, members, partners, employees, agents, consultants, or subcontractors shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 59 GENERAL CONDITIONS 007213-59 CSP 18-018 CANAL B architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. E. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Contractor.Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. F. The Contractor agrees to make no claims for damage for delay in the performance of the Contract occasioned by any act or omission of the Owner, Engineer, or any of the Engineer's or Owner's agents,and agrees that any such claim shall be fully compensated by an extension of time, as set forth in a Change Order,to complete performance of the work as provided herein. ARTICLE 13—TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. Defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories,and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspection,and testing.Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. Contractor shall give Engineer timely notice of readiness of the Work for all required inspections,tests,or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. If Laws or Regulations of any public body having jurisdiction require any Work(or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections,tests,or approvals,pay all costs in connection therewith,and furnish Engineer the required certificates of inspection or approval. C. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections,tests,or approvals required for Owner's and Engineer's EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 60 GENERAL CONDITIONS 007213-60 CSP 18-018 CANAL B acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work.Such inspections,tests,or approvals shall be performed by organizations acceptable to Owner and Engineer. D. If any Work(or the work of others)that is to be inspected,tested,or approved is covered by Contractor without written concurrence of Engineer,Contractor shall, if requested by Engineer,uncover such Work for observation. E. Uncovering Work as provided in Paragraph 13.03.D shall be at Contractor's expense unless Contractor has given Engineer timely notice of Contractor's intention to cover the same and Engineer has not acted with reasonable promptness in response to such notice. 13.04 Uncovering Work A. If any Work is covered contrary to the written request of Engineer, it must, if requested by Engineer, be uncovered for Engineer's observation and replaced at Contractor's expense. B. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, Contractor, at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all necessary labor,material, and equipment. C. If it is found that the uncovered Work is defective, Contractor shall pay all claims,costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price D. If the uncovered Work is not found to be defective, and is not as a result of Paragraph 13.03.E or 13.04.A, Contractor may be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attributable to such uncovering, exposure,observation, inspection,testing,replacement, and reconstruction. 13.05 Owner May Stop the Work A. If the Work is defective,or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, Owner may order Contractor to stop the Work,or any portion thereof,until the cause for such order has been eliminated;however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 61 GENERAL CONDITIONS 007213-61 CSP 18-018 CANAL B to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of written notice, Contractor shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by Engineer, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within one year after the date of Substantial Completion(or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents)or by any specific provision of the Contract Documents,any Work is found to be defective,or if the repair of any damages to the land or areas made available for Contractor's use by Owner or permitted by Laws and Regulations as contemplated in Paragraph 6.1 LA is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work,to the work of others or other land or areas resulting therefrom. When early acceptance of a Substantially Completed portion of the Work is accomplished in the manner indicated,the correction period for that portion of the Work shall commence as the time of substantial completion of that Work. B. If Contractor does not promptly comply with the terms of Owner's written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced.All claims,costs, losses,and damages(including but not limited to all fees EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 62 GENERAL CONDITIONS 007213-62 CSP 18-018 CANAL B and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement(including but not limited to all costs of repair or replacement of work of others)will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work,the correction period for that item may start to run from an earlier date if so provided in the Specifications. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work A. If,instead of requiring correction or removal and replacement of defective Work,Owner (and,prior to Engineer's recommendation of final payment,Engineer)prefers to accept it, Owner may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and for the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. If the acceptance occurs after such recommendation, an appropriate amount will be paid by Contractor to Owner. 13.09 Owner May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from Engineer to correct defective Work, or to remove and replace rejected Work as required by Engineer in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents,or if Contractor fails to comply with any other provision of the Contract Documents, Owner may, after seven(7)days written notice to Contractor, correct,or remedy any such deficiency. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 63 GENERAL CONDITIONS 007213-63 CSP 18-018 CANAL B B. In exercising the rights and remedies under this Paragraph 13.09, Owner shall proceed expeditiously.In connection with such corrective or remedial action,Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, take possession of Contractor's tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor. Contractor shall allow Owner, Owner's representatives, agents and employees, Owner's other contractors, and Engineer and Engineer's consultants access to the Site to enable Owner to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction,removal, or replacement of Contractor's defective Work. D. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 13.09. ARTICLE 14—PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values A. The Schedule of Values established as provided in Paragraph 2.07.A will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments: 1. At least 20 days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that Owner has received the EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 64 GENERAL CONDITIONS 007213-64 CSP 18-018 CANAL B materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner. 2. Beginning with the second Application for Payment,each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 3. The amount of retainage with respect to progress payments will be ten percent(10%)of the total amount of completed Work and properly stored materials on hand. This amount shall be retained until Final Payment; provided, however,that if after fifty percent(50%) of the Work has been completed, and the Directors of Owner find that satisfactory progress is being made in the Work by Contractor,Owner may authorize any of the remaining progress payments to be paid in full,so long as the Work continues to be satisfactory. Also,whenever the Work is substantially complete, the Directors of Owner, if they consider the amount retained to be in excess of the amount adequate for the protection of Owner, at their discretion,may release to the Contractor all or a portion of such excess amount. In addition to the amount retained above, the Owner may retain additional amounts as set forth elsewhere in the Contract Documents.The Owner is not obligated to pay interest on amounts retained except as provided in Section 49.276(d)of the Texas Water Code. B. Review of Applications: 1. Engineer will, within 10 days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to Owner or return the Application to Contractor indicating in writing Engineer's reasons for refusing to recommend payment.In the latter case,Contractor may make the necessary corrections and resubmit the Application. 2. Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner,based on Engineer's observations of the executed Work as an experienced and qualified design professional, and on Engineer's review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer's knowledge, information and belief: a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Unit Price Work under Paragraph 9.07, and any other qualifications stated in the recommendation); and EJCDC C-700 standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 65 GENERAL CONDITIONS 007213-65 CSP 18-018 CANAL B c. the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in the Contract Documents;or b. there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. 4. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment,including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Work; or b. for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto; or c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work; or d. to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price; or e. to determine that title to any of the Work, materials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer's opinion, it would be incorrect to make the representations to Owner stated in Paragraph 14.02.B.2. Engineer may also refuse to recommend any such payment or, because of subsequently discovered evidence or the results of subsequent inspections or tests,revise or revoke any such payment recommendation previously made,to such extent as may be necessary in Engineer's opinion to protect Owner from loss because: a. the Work is defective, or completed Work has been damaged, requiring correction or replacement; b. the Contract Price has been reduced by Change Orders; EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 66 GENERAL CONDITIONS 007213-66 CSP 18-018 CANAL B c. Owner has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or d. Engineer has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Payment Becomes Due: 1. Thirty (30) days after presentation of the Application for Payment to Owner with Engineer's recommendation, the amount recommended will (subject to the provisions of Paragraph 14.02.13)become due,and when due will be paid by Owner to Contractor. D. Reduction in Payment: 1. Owner may refuse to make payment of the full amount recommended by Engineer because: a. claims have been made against Owner on account of Contractor's performance or furnishing of the Work; b. liens have been filed in connection with the Work,except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; c. there are other items entitling Owner to a set-off against the amount recommended; d. Owner has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.5.a through 14.02.B.5.c or Paragraph 15.02.A.; e. Owner has been notified of failure to make payments to Subcontractors or Suppliers or for labor; f. failure to submit up-to-date record documents as required by the Contract Documents; g. failure to submit monthly progress schedule updates or revised schedules as requested by the Owner or Engineer; or h. failure to provide Project photographs required by Specifications. 2. Owner may permanently withhold payment from Contract Price for EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Pape 67 GENERAL CONDITIONS 007213-67 CSP 18-018 CANAL B a. liquidated damages incurred by Contractor,or b. compensation for Engineer for third review of submittals, review of substitutions, re-inspection fees, inspections or designs related to correction of defective Work, or other Services identified as requiring payment by the Contractor. Compensation will be based on the following rates: Position Hourly Rate Principal in Charge $250 Project Manager $240 Project Engineer $230 Construction Manager $205 Resident Engineer $205 Resident Project Representative $205 Senior Resident Representative $205 Design Engineer $200 Engineering Technician $170 Clerk $105 Expenses will be billed at the actual cost multiplied by 1.15. c. Costs for tests performed by the Owner to verify that work previously tested and found to be defective has been corrected. Verification testing is to be provided at the Contractor's expense to verify products or constructed works are in compliance after corrections have been made. 3. If Owner refuses to make payment of the full amount recommended by Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, when Contractor corrects to Owner's satisfaction the reasons for such action. 4. If it is subsequently determined that Owner's refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Paragraph 14.02.C.1. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 68 GENERAL CONDITIONS 007213-68 CSP 18-018 CANAL B 14.03 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment,whether incorporated in the Project or not,will pass to Owner no later than the time of payment free and clear of all Liens. 14.04 Substantial Completion A. When Contractor considers the entire Work sufficiently complete,in accordance with the Contract Documents and this Agreement, such that the Owner may implement or use for its intended purpose the Project, Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete (except for items specifically listed by Contractor as incomplete) and request that Engineer issue a certificate of Substantial Completion. B. Promptly after Contractor's notification,Owner,Contractor,and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefore. C. If Engineer considers the Work substantially complete,Engineer will deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner shall have fourteen (14)days after receipt of the tentative certificate during which to make written objection to Engineer as to any provisions of the certificate or attached list. If, after considering such objections, Engineer concludes that the Work is not substantially complete, Engineer will, within twenty-one (21) days after submission of the tentative certificate to Owner, notify Contractor in writing, stating the reasons therefore. If, after consideration of Owner's objections, Engineer considers the Work substantially complete, Engineer will, within said 14 days, execute and deliver to Owner and Contractor a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from-the tentative certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of delivery of the tentative certificate of Substantial Completion, Engineer will deliver to Owner and Contractor a written recommendation as to division of responsibilities pending final payment between Owner and Contractor with respect to security, operation, safety, and protection of the Work, maintenance, heat, utilities, insurance,and warranties and guarantees.Unless Owner and Contractor agree otherwise in writing and so inform Engineer in writing prior to Engineer's issuing the definitive certificate of Substantial Completion, Engineer's aforesaid recommendation will be binding on Owner and Contractor until final payment. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineer for EJCDC. All rights reserved. Page 69 GENERAL CONDITIONS 007213-69 CSP 18-018 CANAL B E. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to remove its property and complete or correct items on the tentative list. 14.05 Partial Utilization A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without significant interference with Contractor's performance of the remainder of the Work, subject to the following conditions: 1. Owner at any time may request Contractor in writing to permit Owner to use or occupy any such part of the Work which Owner believes to be ready for its intended use and substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor, Owner, and Engineer will follow the procedures of Paragraph 14.04.A through D for that part of the Work. 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such part of the Work ready for its intended use and substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request,Owner,Contractor,and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete,Engineer will notify Owner and Contractor in writing giving the reasons therefore. If Engineer considers that part of the Work to be substantially complete, the provisions of Paragraph 14.04 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. 14.06 Final Inspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 70 GENERAL CONDITIONS 007213-70 CSP 18-018 CANAL B 14.07 Final Payment A. Application for Payment: 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents,all maintenance and operating instructions,schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of inspection,marked-up record documents(as provided in Paragraph 6.12),and other documents, Contractor may make application for final payment following the procedure for progress payments. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraphs 5.03 and 5.06; b. consent of the surety, if any, to final payment; c. a list of all Claims against Owner that Contractor believes are unsettled; and d. complete and legally effective releases or waivers (satisfactory to Owner)of all Lien rights arising out of or Liens filed in connection with the Work. 3. In lieu of the releases or waivers of Liens specified in Paragraph 14.07.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (i)the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which Owner might in any way be responsible, or which might in any way result in liens or other burdens on Owner's property,have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien. B. Engineer's Review of Application and Acceptance: 1. If, on the basis of Engineer's observation of the Work during construction and final inspection, and Engineer's review of the final Application for Payment and accompanying documentation as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled,Engineer will,within ten(10)days after receipt of the final Application for Payment, indicate in writing Engineer's recommendation of payment and present the Application for Payment to Owner for payment. At the same time Engineer will also give written notice to Owner and EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 71 GENERAL CONDITIONS 00 72 U-71 CSP 18-018 CANAL B Contractor that the Work is acceptable subject to the provisions of Paragraph 14.09. Otherwise, Engineer will return the Application for Payment to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Payment Becomes Due: 1. Thirty(30)days after the presentation to Owner of the Application for Payment and accompanying documentation,the amount recommended by Engineer,less any sum Owner is entitled to set off against Engineer's recommendation, including but not limited to liquidated damages, will become due and will be paid by Owner to Contractor. D. Failure to Attain Substantial Completion: 1. In the event the Contractor fails to attain Substantial Completion of the entire Project (all Proposal items) within the Contract Time, the Owner may withhold money permanently from the Contractor's total compensation in an amount specified in the Agreement as liquidated damages and for added expenses including engineering services, etc. The Owner will be the sole judge as to whether the work has been substantially completed within the allotted time. Accordingly, it is agreed and understood that said amount is to be assessed by the Owner,not as a penalty, but as a predetermined and agreed upon liquidated damage. Additionally, assessment of liquidated damages by the Owner shall not constitute a waiver of the Owner's right to sue and collect additional damages which Owner may sustain by the failure of the Contractor to perform in accordance with the terms of its Contract. 14.08 Final Completion Delayed A. If,through no fault of Contractor, final completion of the Work is significantly delayed, and if Engineer so confirms, Owner shall,upon receipt of Contractor's final Application for Payment(for Work fully completed and accepted)and recommendation of Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted.If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds have been furnished as required in Paragraph 5.01,the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to Engineer with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment,except that it shall not constitute a waiver of Claims. 14.09 Waiver of Claims A. The making and acceptance of final payment will constitute: EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 72 GENERAL CONDITIONS 007213-72 CSP 18-018 CANAL B 1. a waiver of all Claims by Contractor against Owner other than those previously made in accordance with the requirements herein and expressly acknowledged by Owner in writing as still unsettled. ARTICLE 15—SUSPENSION OF WORK AND TERMINATION 15.01 Owner May Suspend Work A. At any time and without cause,Owner may suspend the Work or any portion thereof by notice in writing to Contractor and Engineer which will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor may be granted an adjustment in the Contract Price or an extension of the Contract Times, or both,directly attributable to any such suspension if Contractor timely makes a Claim. 15.02 Owner May Terminate for Cause A. The occurrence of any one or more of the following events will justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents(including,but not limited to,failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04); 2. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor's repeated disregard of the authority of Engineer; 4. Contractor's violation in any substantial way of any provisions of the Contract Documents; 5. If Contractor fails to provide the replacement bond required by Paragraph 5.01.C;or 6. If any petition of bankruptcy is filed by or against Contractor, or if Contractor is adjudged as bankrupt or insolvent or makes a general assignment for the benefit of creditors, or if a receiver is appointed for the benefit of Contractor's creditors, or if a receiver is appointed on account of Contractor's insolvency, upon the occurrence of any such event, Owner shall be entitled to request of Contractor or its successor in interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within seven(7)days of delivery of the request shall entitle Owner to terminate this agreement and to the accompanying rights set forth in Paragraphs 15.02 and 15.03 hereof. In all events pending receipt of adequate assurance of performance and actual performance in accordance therewith,Owner shall be entitled to proceed with the Work with its own EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 73 GENERAL CONDITIONS 007213-73 CSP 18-018 CANAL B forces or with other Contractors on a time and material or other appropriate basis. The cost of work by Owner or other Contractors will be back charged against the Contract Price hereof. B. If one or more of the events identified in Paragraph 15.02.A occur, Owner may, after giving Contractor(and surety)seven (7)days written notice of its intent to terminate the services of Contractor: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor's tools, appliances, construction equipment, and machinery at the Site, and use the same to the full extent they could be used by Contractor(without liability to Contractor for trespass or conversion); 2. incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere; and 3. complete the Work as Owner may deem expedient. C. If Owner proceeds as provided in Paragraph 15.02.B, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects,attorneys,and other professionals and all court or arbitration or other dispute resolution costs) sustained by Owner arising out of or relating to completing the Work,such excess will be paid to Contractor.If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such claims,costs, losses,and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this Paragraph, Owner shall not be required to obtain the lowest price for the Work performed. D. Notwithstanding Paragraphs 15.02.13 and 15.02.C, Contractor's services will not be terminated if Contractor begins within seven (7) days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than thirty(30)days of receipt of said notice. E. Where Contractor's services have been so terminated by Owner,the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue.Any retention or payment of moneys due Contractor by Owner will not release Contractor from liability. 15.03 Owner May Terminate For Convenience A. Upon seven (7) days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for(without duplication of any items): EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 74 GENERAL CONDITIONS 007213-74 CSP 18-018 CANAL B I. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor,materials,or equipment as required by the Contract Documents in connection with uncompleted Work,plus fair and reasonable sums for overhead and profit on such expenses; 3. all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred in settlement of terminated contracts with Subcontractors, Suppliers, and others;and 4. reasonable expenses directly attributable to termination. B. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 15.04 Contractor May Suspend Work or Terminate A. Contractor may only suspend Work in accordance with Texas Government Code Section 2251.051. ARTICLE 16—DISPUTE RESOLUTION 16.01 Methods and Procedures A. If a dispute arises from or relates to this Agreement or the performance of any party hereunder, the parties shall attempt in good faith to settle the dispute by first submitting the matter in dispute to the Project Manager of Owner the Project Manager of Engineer,and the Construction Manager of Contractor. The matter shall be submitted by a written brief statement of the nature of the dispute and relief requested. If using their best efforts those parties are unable to resolve the dispute within ten (10) business days of submission, the matter shall be elevated to the Assistant General Manager of Owner,the Principal of the Engineer,and the Principal of the Contractor for resolution by submission of a written brief statement of the nature of the dispute, facts agreed upon, facts in dispute and the relief requested. If the Assistant General Manager of Owner,the Principal of the Engineer,and Principal of the Contractor are unable to reach a mutually satisfactory resolution within twenty (20) business days of the submission, the parties may proceed to mediation as set forth below. B. If a dispute arises out of or relates to this Agreement or the breach thereof,and if the dispute cannot be settled through the process described in the above paragraph, the parties may attempt to settle the dispute by mediation administered by the American Arbitration Association under its Construction Industry Mediation Procedures in EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 75 GENERAL CONDITIONS 007213-75 CSP 18-018 CANAL B effect as of the Effective Date of the Agreement. If a party fails to respond to a written request for mediation within 30 days after service or fails to participate in any scheduled mediation conference, that party shall be deemed to have waived its right to mediate the issue in dispute. The dispute shall be mediated within 60 days of a request therefore, using one mediator, who shall be qualified in civil engineering, construction management, construction law, mechanical engineering, or other discipline appropriate to the dispute at issue. The place of mediation shall be Fort Worth, Tarrant County, Texas, and the cost shall be divided equally between the parties. C. Except for any necessary application for injunctive relief to maintain the status quo pending completion of the foregoing alternative dispute resolution procedures, neither party shall commence litigation over any dispute until thirty (30) days after completion of the dispute resolution process described hereinabove. If the parties fail to resolve a dispute through the process described above,then either or both may exercise such rights or remedies as either may otherwise have under the Contract Documents or by Laws and Regulations. ARTICLE 17—MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 17.02 Computation of Times A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 17.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of,any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee,or by other provisions of the Contract Documents.The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 76 GENERAL CONDITIONS 007213-76 CSP 18-018 CANAL B in connection with each particular duty, obligation, right, and remedy to which they apply. 17.04 Survival of Obligations A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents,as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05 Controlling Law A. This Agreement shall be construed in accordance with the laws of the State of Texas and performable in Tarrant County,Texas. Exclusive venue for any legal action pursuant to or in any manner growing out of this Agreement, its performance and/or or lack thereof, shall be in Tarrant County, Texas. 17.06 Headings; Counterparts A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. 17.07 Severability A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor,who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 17.08 Waiver A. A party's non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 17.09 Accrual of Claims A. To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Pape 77 GENERAL CONDITIONS 007213-77 CSP 18-018 CANAL B 17.10 Entire Agreement A. Owner and Contractor agree that there are no oral agreements, understandings, representations,or warranties which are not expressly set forth herein. 17.11 Relationship of Owner, Engineer and Contractor A. Contractor shall at all times act as an independent contractor of Owner and Engineer. No relationship of employer-employee, principal and agent,joint venture or partnership is created hereby. Nothing contained in this Agreement shall create any contractual relationship between Owner and any Subcontractor or Supplier or employee of Contractor. It is understood and agreed that neither Contractor nor its representatives, employees, or Subcontractors or Suppliers shall have the authority to bind Owner or Engineer or any related party to any contractual obligation or item of expenditure without Owner's prior written approval. 17.12 Execution A. This Agreement may be executed in one or more counterparts, and may be exchanged by facsimile or other electronic means. It is stipulated and agreed that any counterpart containing a signature or facsimile signature of the authorized representatives of Owner and Contractor shall be deemed an original for all purposes. 17.13 No Waiver of Immunities A. By entering into and performing this Agreement, Owner does not waive its sovereign immunity or otherwise invalidate its immunity from suit and/or liability. 17.14 Confidential-Information A. Contractor acknowledges and agrees that in the course of performing the Services (i) it will acquire information related to the Project, including, but not limited to Documents and other, information received from Owner and Engineer, and their respective employees,agents,attorneys,consultants and contractors (collectively,"Project-Related Information")and(ii)that all of such Project-Related Information is and shall be deemed highly sensitive and confidential in nature. All Documents,Project-Related Information, and other information related to the Services or the Project in general,which is acquired or developed by Contractor shall be the property of Owner upon payment of Contractor's earned fees therefor, and Contractor shall not use any such information in connection with any other project or for any other purpose, though it may retain copies for its permanent files. Except to the extent required by law, or as authorized by Owner in writing, neither Contractor nor its employees or Subcontractors or Suppliers shall disclose to anyone other than Owner or Engineer or their designated agents any information concerning the Project or the Work,whether before or after any termination of this Agreement. Contractor shall also notify Owner of any third party request for such information, and refer the requestor to Owner. Because the release of such information EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 78 GENERAL CONDITIONS 007213-78 CSP 18-018 CANAL B could compromise negotiations of Owner or reveal private information of affected third parties, it is acknowledged and agreed that Owner will not have an adequate remedy at law for any such violation and therefore may seek injunctive or similar relief to prevent the disclosure or unauthorized retention of any such documents or information, in addition to any other remedy provided by law. Contractor further agrees to cause all Subcontractors to execute an agreement containing the following provisions before any of the information described in this paragraph is provided or disclosed to any such person: The undersigned expressly acknowledges and agrees that in the course of performing the services contemplated hereby, the undersigned will develop and/or obtain information which is confidential in nature, the ownership of which is vested in the Tarrant Regional Water District("TRWD"). I agree to maintain any information developed, used or reviewed in connection with this project confidentially, and will not disclose such information to any person unless I am expressly authorized by TRWD to do so. Further, I will notify TRWD of any requests I receive for such information and will refer the requestor to TRWD for response. B. Provided, however, Contractor's covenants of non-disclosure and confidentiality shall not apply to information is generally known to the public at the time of disclosure or becomes generally known through no breach of this Agreement. Notwithstanding anything herein to the contrary, Contractor and its Subcontractors may identify the Project and list brief general project descriptive information in its literature without obtaining approval from Owner 17.15 Documented Files A. Contractor agrees to maintain files documenting all contacts and communications with third parties regarding the Project in the course of providing the Services. Owner and its representatives shall have ongoing access to such files and information,and on a periodic basis as requested by Owner, and in any event upon completion of all Services or termination of this Agreement, Owner will be supplied with either the original or a complete copy of the files maintained by Contractor. 17.16 Conflict A. In the event that any term of the exhibits hereto conflict with the terms of this Agreement, the order of preference shall be the final executed Agreement, followed by the Proposal Documents,then the successful Offeror's Proposal. 17.17 Non-Exclusivity A. Contractor acknowledges and agrees that this Agreement constitutes a non-exclusive agreement for the provision of the Work to Owner. Contractor further acknowledges and agrees that Owner has not made any representations that Contractor will be the sole or exclusive provider of the Work to Owner during the course of the Project. Due to the EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 79 GENERAL CONDITIONS 007213-79 CSP 18-018 CANAL B extensiveness and complexity of the Project, Owner, in its sole and absolute discretion, reserves the right to award multiple contracts for the provision of the Work. 17.18 Conflicts of Interest A. Neither Contractor, nor any consultant, shall have other interests which conflict with the interests of Owner, specifically including, but not limited to, a connection with the sale or promotion of equipment or material which may be used on the project. Contractor agrees to make reasonable inquiry of all consultants concerning the existence of or potential for such conflicts. 17.19 No Third Party Beneficiaries. A. Nothing in the Contract Documents shall be construed to give any rights or benefits under the Contract Documents to anyone other than Owner, Engineer and Contractor, and all duties and responsibilities undertaken pursuant to the Contract Documents shall be for the sole and exclusive benefit of the Owner(or such other project participants and related parties as it may designate), Engineer and Contractor, and not for the benefit of any other party. There are no third party beneficiaries of the Contract Documents. 17.20 Assignment A. The Agreement may not be assigned in whole or in part by the Contractor without the previous written consent of the Owner, which consent may be withheld or conditioned at Owner's sole discretion. 17.21 Fixed Date Contracts A. All references and conditions for a "calendar day contract" shall apply for a "Fixed Date Contract." a"Fixed Date Contract" is one in which the calendar dates for reaching substantial completion and/or final completion are specified in lieu of identifying the actual calendar days involved. 17.22 Due Authorization; Good Standing A. Contractor has the power and authority to enter into the Agreement. The execution and delivery of the Agreement and the performance of the Work hereunder has been duly authorized by all necessary corporate action. Upon execution, the Contract Documents will constitute the binding and valid obligations of Contractor enforceable in accordance with its terms. Contractor is in good standing in and qualified to do business in the State of Texas. A RED LINED VERSION OF THIS DOCUMENT IS AVAILABLE UPON REQUEST EJCDC C-700 Standard General Conditions of the Construction Contract AND AS MODIFIED BY TARRANT REGIONAL WATER DISTRICT Copyright©2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 80 GENERAL CONDITIONS 007213780 CSP 18-018 CANAL B ATTACHMENT 1 CITY OF FORT WORTH GENERAL CONDITIONS, GENERAL REQUIREMENTS AND TECHNICAL SPECIFICATIONS 1 Division 00-General Conditions 2 3 00 45 26 Contractor Compliance with Workers'Compensation Law 4 5 6 General Requirements listed below are included for this Project by reference and can be 7 viewed/downloaded from the City's Buzzsaw site at: 8 9 https://proiectpoint.buzzsaw.com/fortworthgov/Resources/30%20- 10 %20New%2ODevelopment%2OResources/Specs%20and%2OContract%2ODocuments?public 11 12 01 11 00 Summary of Work 13 01 31 19 Preconstruction Meeting 14 01 35 13 Special Project Procedures 15 0157 13 Storm Water Pollution Prevention Plan 16 01 7123 Construction Staking 17 01 74 23 Cleaning 18 01 77 19 Closeout Requirements 19 01 78 23 Operation and Maintenance Data 20 21 22 Technical Specifications listed below are included for this Project by reference and can be 23 viewed/downloaded from the City's Buzzsaw site at: 24 25 lis://prof ectpoint.buzzsaw.com/client/fortworth;ov/Resources/02%20- 26 %20Construction%2ODocuments/Specifications 27 28 0241 13 Selective Site Demolition 29 03 30 00 Cast-In-Place Concrete 30 31 1000 Site Clearing 31 31 25 00 Erosion and Sediment Control 32 3231 13 Chain Link Fence and Gates 33 3292 13 Hydro-Mulching, Seeding,and Sodding 34 33 01 31 Closed Circuit Television(CCTV)Inspection 35 33 05 10 Utility Trench Excavation,Embedment, and Backfill 36 3305 13 Frame, Cover and Grade Rings 37 3305 17 Concrete Collars 38 33 05 30 Location of Existing Utilities 39 3341 10 Reinforced Concrete Storm Sewer Pipe/Culverts 40 3349 10 Cast-in-Place Manholes and Junction Boxes 41 42 END OF SECTION CP 101315—Canal B Phase I