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2013-08-20-10:00AM-REGUALR MEETING
i BRAZOSCOUNTY BRYAN,TEXAS NOTICE OF MEETING AND AGENDA 1 t3 Ltil t b P 4: 32 BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON AUGUST 20, 2013 AT 10:00 AM IN THE COMMISSIONERS COURTROOM OF THE COUNTY ADMINISTRATION BUILDING, 200 SOUTH TEXAS AVE., SUITE 106, BRYAN, TX 77803 1. Invocation and Pledge of Allegiance - U.S. and Texas Flag - Chaplain G.H. Jones and Judge Peters. 2. Call for Citizen input and /or concerns. Consider and take action on agenda items 3 - 22: 3. Payment Authorization to The Eagle in the amount of $271.17 for notices of Public hearing for the gr q. Reguest approval of the Brazos County Expo Complex Vehicle Use Policy. 6. APProyal of the Texas Capital Fund Contract between Brazos County and the Texas Department of Agriculture. 7. Approval of the Interlocal Purchase Agreement between Travis County and Brazos County. 8. Discuss and take possible action on contract with Duval County for Juvenile Residential Services. g. Discuss and take possible action on contract with Nueces County for Juvenile Residential Services. 10. Consider and possible award of RFP #2013 -62 Site Work for Tax Office and Manual Requisition. 11. Approval of Permission to advertise RFP #2013 -88 Courthouse Renovation -Phase IV. Vol. _ Pg.,1 '71 12. Capital Reauisition #00043708 to Greens Road B in the amount of $49.950.00 for Building Maintenance to complete the HVAC control center replacement project at the Brazos Center. 13. 14. 15, Consider and take action on the Wellborn S.U.D. utility permit to construct road bore under Foster Road. This project will provide water service to new customer. Site is located in Precinct 4. 16. Budget Amendments. Budget Amendments FY 12/13 45.1 thru 45.10 17, Manual Reauisition to Excell Fueling Systems in the amount of $52.000.00 to start the process forth new fueling station at the Road and Bridge Department. 18. Reauisition #00043556 to Software House International in the amount of $600.00 for the purchase of eauivment for courthouse monitoring system in the Sheriff's Office Dispatch Area. 19. Approval of the following capital reauisitions to Dell Marketing for I.T. to complete the AMCAD server rp otect. • a. Requisition #00043680 in the amount of $91,870.54 • b. Requisition #00043692 in the amount of $568.26 • c. Requisition #00043694 In the amount of $5,057.12 20. Requisition #00043709 to CDW -G in the amount of $1139.75 for swing arms with motion adapters to complete the (5) 2013 Dodae Chargers for the Sheriff's Office. 21. Personnel Change of Status. Personnel Action Forms 22. Payment of Claims. 23. Sheriff's report on inmate population. 24. Announcement of interest items and possible future agenda topics. 25. Call for Citizen input and /or concerns. Pg. o'oT, PUBLIC COMMENTS Public Comment during the Commission Meeting may be for all matters, both on and off the agenda, and be limited to four minutes per person. Persons are invited to submit comments in writing on the agenda items and/or attend and make comment at the Commission meeting. Members of the public are reminded that the Brazos County Commissioners Court is a Constitutional Court, with both judicial and legislative powers, created untler Article V, Section 1 and Section 18 of the Texas Constitution. As a Constitutional Court, the Brazos County Commissioners Court also possesses the power to issue a Contempt of Court Citation under Section 81.024 of the Texas Local Government Code. Accordingly, members of the public in attendance at any Regular, Special and/or Emergency meeting of the Court shall conduct themselves with proper respect and decorum in speaking to, and/or addressing the Court; in participating in public discussions before the Court; and in all actions in the presence of the Court. Those members of the public who are inappropriately attired and/or who do not conduct themselves in an orderly and appropriate manner will be ordered to leave the meeting. Refusal to abide by the Court's Oder and/or continued dismp8on of the meeting may result in a Contempt of Court Citation. It is not the intention of the Brazos County Commissioners Court to provide a public forum for the demeaning of any individual or group. Neither is It the intention of the Court to allow a member (or members) of the public to insult the honesty ardor integrity, of the Court, as a body, or any member or members of the Court, or County employees, individually or collectively, Accordingly, profane, insulting or threatening language directed toward the Court and/or any person in the Court's presence and/or racial, ethnic or gender slurs or epithets will not be tolerated. Violation of these rules may result in the following sanctions; 1. cancellation of a speaker's time; 2. removal from the Commissioners Court; S. a Contempt Citation; and/or 4. such other and/or criminal sanctions as may be authorized under the Constitution, Statutes and Codes of the State of Texas. The County Commissioners Court can deliberate or take action only if a matter has been listed on an agenda property posted prior to the meeting. During the public comment period, speakers may address matters not listed on the published agenda. The Open Meeting Law does not expressly prohibit responses to public comments by the Commissioners Court. However, responses from the County Judge or Commissioners to unlisted pubfic comment topics could become deliberation on a matter without notice to the public. To ensure the public has notice of all matters the Commissioners Court will consider, the County Judge and/or Commissioners may choose not to respond to public comments, except to correct factual inaccuracies, recite existing policy in response to an inquiry or to ask that a matter be listed on a future agenda, See Texas Open Meetings Ad ? 551.042. INVOCATION Any invocation that may be offered before the official start of the Court meeting shall be to and for the benefit of the Court. The views or beliefs expressed by the invocation speaker have not been previously reviewed or approved by the Court and do not necessarily represent the religious beliefs or views of the Court in part or as a whole. No member of the community is required to attend or participate in the invocation and such decision will have no impact on their right to actively participate in the business of the Court. The Commissioners Courtroom of the County Administration Building, 200 South Texas Ave., Suite 106, Bryan, TX 77803 is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two working days before the meeting. To make arrangements, please call (979) 361 -4102. BRAZOS COUNTY BRYAN,TEXAS MINUTES August 20, 2013 BRAZOS COUNTY COMMISSIONERS COURT REGULAR MEETING Signature Paae.pdf 0 File Stamped Aaenda.pdf LJ' Sian in sheet.pdf A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Administration Building, 200 South Texas Avenue, in Bryan, Brazos County, Texas, beginning at 10:00 a.m. on Tuesday, Augustl 20, 2013 with the following members of the Court present: Duane Peters, County Judge, Presiding; Lloyd Wassermann, Commissioner of Precinct 1; Sammy Catalena, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Irma Cauley, Commissioner of Precinct 4, Late; Karen McQueen, County Clerk. The attached sheets contain the names of the citizens and officials that were in attendance. Invocation and Pledge of Allegiance - U.S. and Texas Flag - Chaplain G.H. Jones and Judge Peters. 2. Call for Citizen input and /or concerns. There was no citizen's input. Consider and take action on agenda items 3 - 22: Vol. / 13 Pg. a�5� 3. Payment Authorization to The Eagle in the amount of $271.17 for notices of public hearing for the grant related to Prolamsa; a purchase order was obtained, but accidentally closed before an invoice was received. B Item 3.Ddf Motion: Approve , Moved by Commissioner LLoyd Wassermann, Seconded by Commissioner Kenny Mallard. Passed. 4 -0. Members voting Aye: Catalena, Mallard , Peters, Wassermann . Members Absent: Cauley. 4. Request approval of the Brazos County Expo Complex Vehicle Use Policy. The Court voted unanimously to table consideration Motion: Table, Moved by Commissioner Sammy Catalena, Seconded by Commissioner LLoyd Wassermann. Passed. 4 -0. Members voting Aye: Catalena, Mallard, Peters, Wassermann . Members Absent: Cauley. Request from the Brazos County Expo for a 120 day extension to the September 13, 2013 deadline for the comp time payout for all Expo full time hourly employees. Vj Item 5.Ddf At this point Commissioner Cauley came in. Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Catalena, Cauley, Mallard, Peters , Wassermann . Approval of the Texas Capital Fund Contract between Brazos County and the Texas Department of Agriculture. D Item 6.Ddf The Texas Capital Fund Contract between Brazos County and the Texas Department of Agriculture for road and administrative services for a steel manufacturing facility located on Louis Mikulin Road was approved as submitted. A copy is attached. Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Catalena, Cauley, Mallard , Peters, Wassermann . Approval of the Interlocal Purchase Agreement between Travis County and Brazos County. D Item 7mdf The Interlocal Purchase Agreement between Travis County, Texas and Brazos County, Texas to purchase materials, supplies, goods, services or equipment from each other as allowed by the Interlocal Cooperation Act, Texas Government Code Chapter 791 and Texas Local Government Code Chapter 271 was approved as submitted. A copy is attached. Motion: Approve, Moved by Commissioner Kenny Mallard, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Catalena, Cauley , Mallard , Peters, Wassermann . Discuss and take possible action on contract with Duval County for Juvenile Residential Services. tD-- Item 8.Ddf The Residential Contract between Judge Ricardo H. Garcia Regional Juvenile Detention Facility and the Brazos County Juvenile Probation Department was approved as Vol. / pg. submitted. The term of the contract is for 12 months commencing September 1, 2013 and ending August 31, 2014. The cost to Brazos County is as follows: Basic Level $98 per client per day Moderate Level $140 per client per day Motion: Approve , Moved by Commissioner Irma Cauley, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Catalena, Cauley, Mallard , Peters, Wassermann. 9. Discuss and take possible action on contract with Nueces County for Juvenile Residential Services. !J Item 9.)d The Residential Contract between Nueces County Juvenile Board and the Brazos County Juvenile Probation Department was approved as submitted. The term of the contract is for 24 months commencing October 1, 2013 and ending September 30, 2015. The cost to Brazos County is as follows: Moderate Level $90 per client per day Motion: Approve, Moved by Commissioner Lloyd Wassermann, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Catalena, Cauley, Mallard , Peters, Wassermann . 10. Consider and possible award of RFP #2013 -62 Site Work for Tax Office and Manual Requisition. El Item Modf The Court unanimously approved the bid submitted in the amount of $1,141,598.66 by Dudley Construction LTD for site work for the new tax office. A copy of the bid tabulation is attached. Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by Commissioner Lloyd Wassermann. Passed. 5 -0. Members voting Aye: Catalena, Cauley , Mallard , Peters , Wassermann . 11. Approval of permission to advertise RFP #2013 -88 Courthouse Renovation -Phase IV. 9 Item 11.pdf Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Catalena, Cauley, Mallard , Peters , Wassermann . 12. Capital Requisition #00043708 to Greens Road Bin the amount of $49,950.00 for Building Maintenance to complete the HVAC control center replacement project at the Brazos Center. D Item 12.pdf Motion: Approve, Moved by Commissioner LLoyd Wassermann, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Catalena, Cauley Mallard , Peters, Wassermann . 13. Consider and take action on the implementation of establishing procedures for requests for the installation of speed humps on Brazos County maintained roadways. Procedures may include associated fee(s) and /or installation cost(s) for this service. See attached Request for Speed Hump Investigation form. 9 Item 13.pdf Vol. Commissioner Catalena stated that he did not think the County should take this on right now as just a few people have asked for it. He went on to say that he did not think it was a priority, that there are other things more important. Commissioner Cauley asked the County Engineer's opinion whereupon Mr. Munger said he was trying to stay one step ahead of the resident's needs. They had accepted a road last week that may need them. The residents will pay for them, not the county. He continued saying that the Court has the authority to say no. These are just procedures. Also he would not consider this unless there are curbs and gutters. There is only one (1) subdivision in the County with curbs and gutters. A copy of the procedure policy is attached. Motion: Approve, Moved by Commissioner Kenny Mallard, Seconded by Commissioner LLoyd Wassermann. Passed. 4 -1. Members voting Aye: Cauley , Mallard , Peters , Wassermann . Members voting Nay: Catalena. 14. Consider and take action on the Halcon Resources utility permit to install water box for temporary 10" water line crossing on Hudspeth Road. This project will provide water to oil well site located in Precinct 2. 0 Item 14.Ddf Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Catalena, Cauley Mallard , Peters, Wassermann . 15. Consider and take action on the Wellborn S.U.D. utility permit to construct road bore under Foster Road. This project will provide water service to new customer. Site is located in Precinct 4. 10 Item 15.odf Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Sammy Catalena. Passed. 5 -0. Members voting Aye: Catalena, Cauley, Mallard , Peters, Wassermann . 16. Budget Amendments. Budget Amendments FY 12/13 45.1 thru 45.10 17 Item 16.0f 45.1 Recognize revenue TJJD -State Aid 45.2 Transfer funds from Non Departmental to County Court at Law #1 45.3 Transfer funds from Non Departmental to County Court at Law #2 45.4 Transfer funds from Road & Bridge Administration to Environmental Protection 45.5 Transfer funds from General Fund Contingency to County Attorney 45.6 Transfer funds from Information Technology to General Capital Improvement Fund 45.7 Transfer funds from Juvenile Services - Academy to Juvenile Services - Administration 45.8 Transfer funds from Juvenile Services - Academy to Juvenile Services - Administration 45.9 Transfer funds from General Fund Contingency to General Capital Improvement 45.10 Reallocate funds for Jail Inmate Holding Remodel Motion: Approve , Moved by Commissioner Irma Cauley, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Catalena, Cauley, Mallard , Peters, Wassermann . Vol. / S9 _ Pci ,� %PI 17. Manual Requisition to Excell Fueling Systems in the amount of $52,000.00 to start the process for the new fueling station at the Road and Bridge Department. D Item 17.odf Motion: Approve, Moved by Commissioner LLoyd Wassermann, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Catalena , Cauley, Mallard, Peters, Wassermann . 18. Requisition #00043556 to Software House International in the amount of $800.00 for the purchase of equipment for courthouse monitoring system in the Sheriff's Office Dispatch Area. 0 Item 18.odf Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Catalena , Cauley, Mallard, Peters , Wassermann. 19. Approval of the following capital requisitions to Dell Marketing for I.T. to complete the AMCAD server project. 0 Item 19.odf • a. Requisition #00043680 in the amount of $91,870.54 • b. Requisition #00043692 in the amount of $568.26 • c. Requisition #00043694 in the amount of $5,057.12 Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Catalena , Cauley, Mallard , Peters, Wassermann . 20. Requisition #00043709 to CDW -G in the amount of $1139.75 for swing arms with motion adapters to complete the (5) 2013 Dodge Chargers for the Sheriff's Office. 1i Item 20.odf Motion: Approve, Moved by Commissioner LLoyd Wassermann, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Catalena , Cauley, Mallard , Peters , Wassermann . 21. Personnel Change of Status. Personnel Action Forms D Item 21.odf A copy of the personnel Change of Status Requests is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Sammy Catalena. Passed. 5 -0. Members voting Aye: Catalena , Cauley, Mallard, Peters, Wassermann . 22. Payment of Claims. Claims Sheet.odf 0 BILL LIST 08.20.13.odf 7113151 through 7113377 Motion: Approve, Moved by Commissioner Kenny Mallard, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Catalena , Cauley, Mallard , Peters , Wassermann. Vol. /SJ' prl.��� 23. Sheriff's report on inmate population. Wayne Dicky, Jail Administrator stated there were 631 inmates in jail, 59 have electronic monitors and 19 are pending for monitors. 24. Announcement of interest items and possible future agenda topics. Commissioner Cauley asked about inviting the new Blinn President to speak on career training. The County Judge agreed, but stated that he didn't think Blinn had hired a replacement yet. 25. Call for Citizen input and /or concerns. There was no citizen's input. 26. Adjourn. Vol. �g3 Pg. The foregoing minutes of the Commissioners Court meeting held August 20, 2013 have been examined and are approved in open Court this I day of County Judge Commissioner, Attest: Karen McQueen County Clerk 0 ,razos County, Texas. Vol Page a23d Lloyd Wassermann Commissioner, Precinct 1 Kenny Mallard Commissioner, Pre ' ct 3 BRAZOS COUNTY CONEYRSSIONE/R�S COURT Meeting on Organization Depaitment Flop rAF MORE ��� s `"dam'`• 1.�•�� AIM._ i PAGE l of Z Vol. / 83 Pg. -19 BRAZ S COUNTY CONIlVIISSIONERS COURT Meeting on @ I ale2 L _ Name I Organization / Department PAGE �'- of 2�- vol. / 83 I . _ TEXAS DEPARTMENT OF AGRICULTURE TEXAS CAPITAL FUND CONTRACT COUNTY OF BRAZOS SECTION 1. PARTIES TO CONTRACT This contract is made and entered into by and between the Texas Department of Agriculture, an agency of the State of Texas, hereinafter referred to as the "Department," and the County of Brazos, Texas, hereinafter referred to as the "Contractor." Furthermore, the Department and the Contractor are collectively hereinafter referred to as the "Parties." By this contract's execution, the Parties have severally and collectively agreed to be bound to the mutual obligations and to the performance and accomplishment of the tasks described in this contract. SECTION 2. CONTRACT PERIOD This contract shall commence on the date of execution of the last signatory of this contract, hereinafter known as "Date of Execution," as shown on page twenty -two (22), and shall terminate three (3) years from Date of Execution, unless otherwise specifically provided by this contract's terms, hereinafter referred to as "Date of Termination." No matching funds or reimbursable expenses may be expended or incurred prior to Date of Execution. Jobs created prior to contract execution will not be counted toward job creation requirements. SECTION 3. CONTRACTOR PERFORMANCE A. Standard of Performance. The Contractor shall conduct, in a full and satisfactory manner as determined by the Department, an economic development program, pursuant to a Community Development Block Grant (CDBG), in a non - entitlement area under Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. § 5301 et seq.), hereinafter referred to as the "Act." The Contractor shall perform all activities in accordance with all terms, provisions and requirements set forth in this contract and the: 1. Performance Statement, hereinafter referred to as "Exhibit A;" 2. Budget, hereinafter referred to as "Exhibit B;" 3. Applicable Laws and Regulations, hereinafter referred to as "Exhibit C;" 4. Certifications, hereinafter referred to as "Exhibit D;" and 5. Assurances, certifications, and all other statements made by the Contractor in its application for the Texas Capital Fund (TCF) project funded under this contract. B. Failure to Perform. In the event the Contractor fails to satisfy Section 22, implement the TCF project described in Exhibit A, including ensuring the creation or retention of the specified number of permanent jobs at the Texas Triangle Industrial Park (hereinafter referred to as project site) or comply with any of this contract's provisions, including failure to meet reporting and submission requirements, in addition to the remedies specified in this contract, the Contractor is liable to the Department for an amount not to exceed the Department's obligation specified .in Section 4(B) and may be barred from applying for or receiving additional Texas Community Development Block Grant Program (TxCDBG) contracts until repayment to the Department is made and any other compliance or audit finding is satisfactorily resolved. Texas Capital Fund 07/17/2013 Contract #713032 ___..---------- - 2 Vol. _ -.,__` Pq, C. Beneficiary. The persons, specified in Section 22(A)(7)(a), to benefit from the activities described in Exhibit A shall be receiving service or a benefit from the use of the new or improved facilities and activities for this contract's obligations to be fulfilled. D. Administration of TCF Project By Other Project Princioal(s). All projects funded in whole or in part with TCF funds must comply with applicable federal and state law in addition to program requirements. The Contractor Locality shall ensure that it has obtained any and all applicable permits or approvals required by any federal, state or local entity or regulatory agency with jurisdiction. Except as otherwise indicated, the procedures and requirements of the Contractor Locality's TCF contract and of the TxCDBG Project Implementation Manual, apply to all work described in the TCF contract and Performance Statement, Exhibit A, including work performed or funded by other project principals (for example: other state or federal agencies). SECTION 4. DEPARTMENT OBLIGATIONS A. Measure of Liability. The Department shall be liable for actual and reasonable costs incurred by the Contractor during the contract period for performances rendered under this contract by the Contractor, subject to the limitations set forth in this Section. 1. It is expressly understood and agreed by the Parties that the Department's obligations under this Section are contingent upon the actual receipt of adequate state or federal funds to meet the Department's liabilities under this contract. If adequate funds are not available to make payments under this contract, the Department shall notify the Contractor in writing. The Department may terminate this contract and shall not be liable for failure to make payments to the Contractor under this contract. 2. The Department shall not be liable to the Contractor for any costs incurred by the Contractor, any portion thereof that has been paid to the Contractor or is subject to payment to the Contractor, or has been reimbursed to the Contractor or is subject to reimbursement to the Contractor by any source other than the Department or the Contractor. 3. The Department shall not be liable to the Contractor for any costs incurred by the Contractor that are not allowable costs specified in Section 6(A). 4. The Department shall not be liable for costs incurred or performances rendered by the Contractor before Date of Execution or after Date of Termination. 5. The Department shall not be liable to the Contractor for any non -audit costs incurred by the Contractor in this contract's performance that have not been billed to the Department by the Contractor within sixty (60) days following Date of Termination, unless otherwise provided for in the Certificate of Expenditures specified in Section 8(C). 6. The Department shall not be liable for costs incurred and reserved on the Certificate of Expenditures, if such costs are not billed to the Department within ninety (90) days after Date of Termination. The audit funds reserved on the Certificate of Expenditures eligible for reimbursement under the provisions of Section 19 shall be billed to the Department within twelve (12) months after the end of the Contractor's fiscal year that follows Date of Termination. The Department shall deobligate all reserved funds not requested under this Subsection. Page 2 of 32 Texas Capital Fund Contract #713032 07117!2013 I Vol. / 497, �l�`, B. Contract Funds Defined and Limit of Liability. The term "contract funds" as used in this contract means funds provided by the Department under the CDBG program. The term "Contractor's funds" as used in this contract means funds provided by the Contractor and/or its economic or industrial development organizations. Notwithstanding any other provision of this contract, the total of all payments and other obligations incurred by the Department under this contract shall not exceed the sum of Seven Hundred Fifty Thousand and No /100 Dollars ($750,000.00). C. Excess Payments, The Contractor shall refund to the Department any sum of contract funds that has been paid to the Contractor by the Department and that the Department determines has resulted in overpayment to the Contractor or that the Department determines has not been spent by the Contractor in accordance with this contract. No refund payment(s) may be made from local, state or federal grant funds unless repayment with grant funds is specifically permitted by statute or regulation. The Contractor shall make such refund to the Department within thirty (30) days after the Department requests such refund. SECTION 5. PAYMENT A. TCF Request Summary. The Contractor shall submit to the Department, a properly completed TCF Request Summary as often as actually needed. The Department retains the authority to approve or deny amount requested and shall not make disbursement of any such payment until the Department has reviewed and approved such a request. A Request for Reimbursement shall be supported by documentation as referenced in the current version of the TxCDBG Project Implementation Manual and subsequent policy updates. B. Request for Advance Funds and Transfer of Funds. The Contractor's requests for an advance of contract funds shall be limited to the minimum amounts needed for effective operation of this project under this contract and shall be timed as closely as possible to be in accord with actual cash requirements. The Contractor shall establish procedures to minimize the time elapsing between the transfer of funds from the Department to the Contractor and shall ensure that such funds are disbursed as soon as administratively possible. C. Payment Contingent. Notwithstanding the provisions of Subsection A of this Section, payments under this contract are contingent upon the Contractor's performance of its contractual obligations. Failure to meet reporting and submission requirements on a timely basis may result in the disallowance of administration costs or deobligation of remaining administration funds. SECTION 6. UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND PROGRAM INCOME A. Administration of Contract. Except as specifically modified by law or this contract's provisions, the Contractor shall comply with Exhibit C and for matters not addressed therein with 24 C.F.R. Part 85, "Administrative Requirements for Grants and Cooperative Agreements to State, Local and Federally Recognized Indian Tribal Governments," hereinafter referred to as the "Common Rule," as modified by the rules promulgated by the Office of the Governor under the Uniform Grant and Contract Management Act, Chapter 783, Texas Government Code, hereinafter referred to as "Uniform Grant Management Standards (UGMS)." The allowability of costs incurred for performances Paae 3 of 32 Texas Capital Fund q1 Contract #713032 07117/2013 Vol. / $✓�' Pg. s�.�� rendered hereunder shall be determined in accordance with United States Office of Management and Budget (OMB) Circular A -87, as supplemented by the UGMS and this contract. B. Program Income. The Contractor shall comply with the requirements set forth in 24 C.F.R. § 570.489(e) to account for program income related to activities financed in whole or in part with contract funds. 1. The Contractor shall maintain records of the receipt, accrual and disposition of all program income in the same manner as required for all other contract funds. The Contractor shall provide reports of program income to the Department with each form submitted by the Contractor in accordance with Section 5 and at Date of Termination. The Contractor shall report the amount of program income recaptured to the Department with updates concerning the status of outstanding loans, leases or repayment agreements, including but not limited to payments received and amendments to the original loan, lease or repayment agreement(s). 2. The Contractor agrees not to participate in program income recapture and understands that program income earned by the Contractor from this contract shall be used by the TCDP for eligible TCDP activities in accordance with the State of Texas Consolidated Plan. The Contractor shall send program income earned by the Contractor from this contract to the Department within ten (10) days after receipt by the Contractor. By agreeing to this measure, the Contractor shall be eligible to apply for as many TCF awards during the current TCF program year as it has eligible projects; however, the Contractor shall be in compliance with the thirty -six (36) month threshold requirement as specked in the current TCDP Program Action Plan. 3. The Contractor agrees to forward any program income payment(s) received to the Department until a minimum of all contract funds, specified in Section 22 for repayment, have been repaid. This provision survives the contract period and remains in full force and effect until the repayment obligation is fulfilled as evidenced by the Contractor Repayment Agreement specified in Section 22(A). SECTION 7. RETENTION AND ACCESSIBILITY OF RECORDS A. Retention of Records. The Contractor shall maintain fiscal records and supporting documentation for all expenditures of contract funds pursuant to OMB Circular A -87, 24 C.F.R. § 570.490 and this contract. These records shall include data on the racial, ethnic and gender characteristics of persons who are applicants for, participants in or beneficiaries of contract funds. The Contractor shall retain these records and any supporting documentation for the greater of three (3) years after close -out of the grant from the U.S. of the grant from the U.S. Department of Housing and Urban Development to the State of Texas (not the closeout of this contract); (ii) if notified by the Department in writing, the date that the final audit is accepted with all audit issues resolved to the Department's satisfaction; or (iii) a date consistent with the period required by other applicable laws and regulations as described in 24 CFR 570.487 and 570.488. B. Access to Records. The Contractor shall give the United States Department of Housing and Urban Development (HUD), the Inspector General, the General Accounting Office, the Auditor of the State of Texas, the Department or any of their duly authorized representatives, access to and the right to examine all books, accounts, records, reports, files, other papers, things or property belonging to or in use by the Contractor pertaining to this contract including records concerning the past use of Page 4 of 32 Texas capital Fund VOI Contract #713032 0711712013 CDBG funds. Such rights to access shall continue as long as the records are retained by the Contractor. The Contractor agrees to maintain such records in an accessible location and to provide citizens reasonable access to such records consistent with the Texas Public Information Act, Chapter 552, Texas Govemment Code. C. Inclusion in Subcontracts. The Contractor shall include the substance of this Section in all subcontracts. SECTION 8. REPORTING REQUIREMENTS A. Submission of Reports. The Contractor shall submit to the Department reports on the operation and performance of this contract as may be required by the Department including, but not limited to the reports specified in this Section. B. Re art Submission Deadlines. The Contractor shall submit to the Department no later than the tenth k 1 ) day of the second (2"d) month following the end of the calendar quarter of the contract period specified in Section 2 (i.e., May 10, August 10, November 10, or February 10): 1. an Employee Certification Report, 2. the first page of the Texas Workforce Commission Report, and 3. at the Department's request, a Quarterly Payroll Report may be required; however if Axis Pipe & Tube, Inc., hereinafter referred to as the "Company," has more than one (1) location in Texas, a Quarterly Payroll Report is required, and 4. an Employer Certification of Commitment to job creation and continuation of project. The Contractor shall submit to the Department no later than the twentieth (20th) day of the first (1st) month following each calendar quarter of the contract period specified in Section 2 (i.e., April 20, July 20, October 20 or January 20); 1. a Quarterly Progress Report, 2. a Minority Business Enterprise Report, and 3. a Quarterly Connection Report, if applicable. The Quarterly Progress Report shall identify the progress, in narrative form, of all construction and non - construction activities performed pursuant to Exhibit A and of the expenditures and obligations of funds pursuant to Exhibit B. The Quarterly Progress Report shall include all such activities expenditures and obligations made or performed under this contract during the previous quarter. C. Certificate of Expenditures. The Contractor shall submit a Certificate of Expenditures to the Department no later than sixty (60) days after Date of Termination. The Certificate of Expenditures shall be in a format prescribed by the Department and shall include a final Project Completion Report of all activities performed under this contract. D. Additional Reports. During the contract term, and when requested by the Department, the Contractor shall submit to the Department a copy of personal financial statements for all Companies principals in the time prescribed by the Department. Page 5 of 32 Texas Capital Fund Vol / �� ..ZJr - Contract #713032 07!17/2013 During the contract term, and when requested by the Department, the Contractor shall submit to the Department a copy of the Companies compiled Balance Sheet and Income Statement or an audited Balance Sheet and Income Statement, in the time prescribed by the Department. E. Failure to Comply. If the Contractor fails to submit to the Department in a timely and satisfactory manner any report required by this contract, the Department shall provide written notice of withholding of any or all payments otherwise due or requested by the Contractor. The payments withheld pursuant to this Subsection shall be held by the Department until such time as the delinquent obligations for which funds are withheld are fulfilled by the Contractor. Department has the discretion to deobligate remaining administration funds in the event of continued failure to meet all reporting requirements. F. Notification of Criminal Activity. If the Contractor becomes aware of any incident involving contract funds being embezzled, willfully misapplied, stolen or obtained by fraud, the Contractor shall immediately notify the Department of such incident. SECTION 9. MONITORING The Department reserves the right to perform periodic on -site monitoring of the Contractor's compliance with this contract's terms and conditions and of the adequacy and timeliness of the Contractor's performance pursuant to this contract. After each monitoring visit, the Department shall provide the Contractor with a written report of the monitor's findings. If the monitoring report notes deficiencies in the Contractor's performance under this contract's terms, the monitoring report shall include requirements for the timely correction of such deficiencies by the Contractor. Failure by the Contractor to take action specified in the monitoring report may be cause for this contract's suspension or termination pursuant to Sections 17 and 18. SECTION 10. INDEMNIFICATION The Contractor agrees to hold the Department harmless and to indemnify the Department from and against any and all claims, demands and causes of action of every kind and character that may be asserted by any party occurring or in any way incident to, arising out of or in connection with the services to be performed by the Contractor pursuant to this contract. The Contractor shall include the substance of this Section in all subcontracts. SECTION 11. SUBCONTRACTS A. Department's Approval of Subcontract and Liability. Except for subcontracts to which the federal labor standards apply, the Contractor may subcontract for performances described in this contract without obtaining the Department's prior written approval. The Contractor shall only subcontract for performances described in this contract to which the federal labor standards apply after the Contractor has submitted a Subcontractor Eligibility form for each such proposed subcontract and based on the information submitted, the Contractor has obtained the Department's prior written approval to enter into such subcontract. The Department is not liable to the Contractor's subcontractor(s) for any performance described in this contract. B. Contractor Liability. In no event shall any provision of this Section, specifically the requirement that the Contractor obtain the Department's prior written approval of a subcontractor's eligibility, be Page 6 of 32 Texas Capital Fund ry Contract #713032 07/1712013 .. , / O� o lz r construed as relieving the Contractor of the responsibility for ensuring that the performances rendered under all subcontracts comply with all of this contract's terms as if such performances rendered were rendered by the Contractor. The Department's approval under this Section does not constitute adoption, ratification or acceptance of the Contractor's or a subcontractor's performance. C. Applicable Law. The Contractor shall comply with 24 C.F.R. § 85.36 and all applicable federal, state and local laws, regulations and ordinances for making procurements under this contract. D. Escrow Retainage for Construction Contracts. The Department shall maintain an escrow retainage of the contract funds budgeted for construction and rehabilitation in the amount of five percent (5 %) of each construction and /or rehabilitation subcontract entered into by the Contractor. Before the retainage fees for construction contracts are released, the Department shall receive a complete and executed Certificate of Construction Completion and Final Wage Compliance Report. SECTION 12. CONFLICT OF INTEREST A. Financial Interest Prohibited. A conflict of interest may arise when the employee, officer or agent; any member of his or her immediate family; his or her partner; or, any organization that employs, or is about to employ any of the above, has a financial or other interest in the firm or person selected to perform a subcontract pursuant to this contract. The Contractor shall ensure that no employee, officer, or agent of the Contractor shall participate in the selection, in the award or administration of a subcontract supported by contract funds pursuant to this contract and comply with Chapter 171, Texas Local Government Code. B. Other Prohibited Interests. In all cases not governed by Subsection A of this Section and except for eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, elected official, appointed official of the Contractor or of a subcontractor of the Contractor, in Subsection C of this Section who exercises or have exercised any functions or responsibilities with respect to the activities assisted under this contract or any other CDBG contract who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the activity, have an interest in or benefit from the activity or have any interest in any contract, subcontract or agreement with respect to the activities or the proceeds either for themselves or those with whom they have family or business ties during their tenure or for one year thereafter. C. Inclusion in Subcontracts. The Contractor shall include the substance of this Section in all subcontracts. SECTION 13. NONDISCRIMINATION, RELIGIOUS ACTIVITY AND FAITH -BASED ORGANIZATIONS A. Non - Discri mination. The Contractor shall ensure that no person shall on the grounds of race, color, national origin, religion, sex, age, familial status or disability be excluded from participation in, be denied the benefits of, be subjected to discrimination under or be denied access to any program or activity funded in whole or in part with contract funds. B. Religious and Faith -Based Organization Eligibility. Organizations that are religious or faith -based are eligible, ,on the same basis as any other organization, to participate in this program and activities funded under this contract. The Contractor receiving contract funds shall not discriminate against an age-7 of 32 _ Texas Capital Fund Contract #713032 OW1712013 Vo1. _,/ g pg.. organization on the basis of the organizations' religious character or affiliation. None of the performances rendered by the Contractor under this contract shall involve nor shall any portion of contract funds received by the Contractor be used to engage in inherently religious activities. Contract funds may be used for the acquisition, construction or rehabilitation of structures only to the extent that those structures are used for conducting eligible activities. Where a structure is used for both eligible and inherently religious activities, contract funds may not exceed the cost of those portions of the acquisition, construction or rehabilitation that are attributable to eligible activities in accordance with the cost accounting requirements applicable to contract funds. The Contractor shall comply with regulations promulgated by HUD on faith -based activities at 24 C.F.R. § 570.2000). SECTION 14. LEGAL AUTHORITY A. Signatory Authority. The Contractor assures and guarantees that the Contractor possesses the legal authority to enter into this contract, receive contract funds and to perform the services the Contractor has obligated itself to perform pursuant to this contract. B. Authorized Representative. The person or persons signing and executing this contract on the Contractor's behalf do warrant and guarantee that he, she or they have been duly authorized by the Contractor to execute this contract on the Contractor's behalf and to validly and legally bind the Contractor to all contractual terms, performances and provisions. C. Department's Riaht to Suspend or Terminate. The Department shall have the right to suspend or terminate this contract if there is a dispute as to the legal authority of either the Contractor or the person signing this contract to enter into this contract, any amendments or to render performances pursuant to this contract. The Contractor is liable to the Department for any money it has received from the Department for this contract's performance if the Department has suspended or terminated this contract for reasons pursuant to this Section. SECTION 15. LITIGATION AND CLAIMS A. Notice of Litigation and Claim. The Contractor shall give the Department immediate notice in writing of: 1. any action, including any proceeding before an administrative agency, filed against the Contractor arising out the performance of any subcontract under this contract; and 2. any claim against the Contractor, the cost and expense of which the Contractor may be entitled to be reimbursed by the Department. Except as otherwise directed by the Department, the Contractor shall furnish immediately to the Department copies of all documentation received by the Contractor with respect to such action or claim. B. Notice of Federal Bankruptcy. The Contractor shall require the Companies to notify the Department immediately of any legal action filed against the Companies or proceeding filed under the federal bankruptcy code. The Contractor shall submit a copy of such notice to the Department within thirty (30) days after receipt. No contract funds may be used in the payment of any costs incurred from violations or settlements of or failure to comply with federal and state regulations. Texas Capital Fund 0 711 712 0 1 3 Page._$_of 32 Vol. X9.3 /Q Contract #713032 i �C SECTION 16. CHANGES AND AMENDMENTS A. Written Amendment. Except as specifically provided otherwise in this contract, any alterations, additions or deletions to this contract's terms shall be by written amendment and executed by the Parties. B. Authority to Amend. This contract's performances shall be rendered in accordance with the Act, Exhibit C, the assurances and certifications made to the Department by the Contractor and the assurances and certifications made to HUD by the State of Texas with regard to the operation of the TCDP. Based on these considerations and in order to ensure the legal and effective performance of this contract by the Parties, this contract's performance contract is amended by the provisions of the current version of the TxCDBG Project Implementation Manual and any amendments thereto. Amendments may further be amended by the Department, during the period of this contract's performance as the Department issues policy directives that serve to establish, interpret or clarify this contract's performance requirements. Such policy directives shall be promulgated by the Department in the form of TCF issuances, shall have the effect of qualifying this contract's terms and shall be binding upon the Contractor as if written in the TxCDBG Project Implementation Manual. However, provided that said policy directives and any amendments to the TxCDBG Project Implementation Manual shall not alter this contract's terms so as to release the Department of any obligation specified in Section 4 to reimburse costs incurred by the Contractor prior to the effective date of said amendments or policy directives. C. Effect of Changes in Federal and State Laws. Any alterations, additions, or deletions to this contract's terms that are required by the changes in federal and state laws or regulations are automatically incorporated into this contract without written amendment to this contract and shall become effective on the date designated by such law or regulation. D. Budget Modifications. Notwithstanding Subsection A of this Section, the Contractor may make transfers of funds between or among budget categories of Exhibit B without requiring an amendment to this contract provided that: 1. the cumulative dollar amount of all transfers among direct budget categories is equal to or less than twenty percent (20 %) of the total amount of this contract as specified in Section 4(C); 2. the transfer shall not change the scope or objective of the projects funded under this contract; and, 3. the Contractor submits a completed Contract Budget Modification form to the Department, which shall be submitted to the Department before a request for payment can be approved by the Department. SECTION 17. SUSPENSION A. The Department may suspend this contract, in whole or in part, and withhold further payments to the Contractor, if the Contractor materially fails to comply with any terns of this contract, which include (but are not limited to) the following: Texas Capital Fund 0711712013 Paine 9 of 32____ Vol. Pg --. sw __J Contract 11713032 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Contractor to fulfill in a timely and proper manner its obligations under this contract; 3. Misuse or improper use of funds provided under this contract; or 4. Submission by the Contractor to the Department reports that are incorrect or incomplete in any material respect. SECTION 18. TERMINATION A. Department's Right to Terminate. The Department shall have the right to terminate this contract, in whole or in part, at any time before Date of Termination, whenever the Department determines that the Contractor has materially failed to comply with any terms of this contract, including: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Contractor to fulfill in a timely and proper manner its obligations under this contract; 3. Misuse or improper use of funds provided under this contract; or 4. Submission by the Contractor to the Department reports that are incorrect or incomplete in any material respect. B. Notice. The Department shall give the Contractor an opportunity to cure the breach. 1. Department shall provide written notice to the Contractor, detailing ail elements of the breach or noncompliance. 2. Contractor must commence cure within 30 days of the date stated on the Department's notice. 3. Contractor must notify the Department in writing within 30 days that cure has begun and provide detailed explanation of the steps being made to cure the breach or noncompliance. 4. Contractor must complete the cure within the time prescribed by the Department's notice. Failure to commence cure within 30 days, or failure to complete cure within the time prescribed by the Department will result in the Department's right to immediately terminate the contract. C. The contract may also be terminated for convenience in whole or in part only as follows: 1. By the Department with the consent of the Contractor in which case the two parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated; or Page 10 of 32 I Texas Capital Fund 0 711 71 2013 Vol/ $ 3 _ 91 Contract #713032 2. By the Contractor upon written notification to the Department, setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. However, if, in the case of a partial termination, the Department determines that the remaining portion of the award will not accomplish the purposes for which the award was made, the Department may terminate the award in its entirety. D. Department's Liability after Termination. The Department shall not be liable to the Contractor or to the Contractor's creditors for costs incurred after Date of Termination. E. Contractor's Liability after Termination. Notwithstanding any exercise by the Department of its right of suspension under Section 17 or of early termination pursuant to this Section, the Contractor shall not be relieved of any liability to the Department for damages due to the Department by virtue of any contract breach by the Contractor. The Department may withhold payments to the Contractor under this contract or other TxCDBG contracts until such time as the exact amount of damages due to the Department from the Contractor is determined. F. Six -Month Deadline. If the Contractor fails to submit to the Department the required documentation for Sections 20 and 22, (AX1)- (A)(9) by the sixth (64') month after Date of Execution, the Department may terminate this contract. G. Twelve -Month Deadline. The Department may terminate this contract and shall cease contract funding if by the twelfth (12 ) month after Date of Execution, the Contractor fails to submit a copy of the Contractor's resolution awarding the construction contract(s). If this contract includes acquisition activities, the Contractor shall also submit a copy of the acquisition's executed closing statement or recorded deed. If the project does not include construction activities, then no construction documentation is necessary. SECTION 19. AUDIT A. Audit of Federal and State Funds. The Contractor shall arrange for the performance of an annual financial and compliance audit of contract funds received and performances rendered under this contract. (a) Audit Required Federal Awards. The Contractors expending Five Hundred Thousand and No /100 Dollars ($500,000.00) or more in federal financial assistance for any fiscal year, beginning with fiscal years ending January 31, 2004 and after, shall have a single audit conducted in accordance with the Single Audit Act Amendments of 1996, 31 U.S.C. 7501, et. seq., and OMB Circular A -133 - Revised as of June 27, 2003, "Audits of States, Local Governments, and Non -Profit Organizations" For purposes of this Section, "federal financial assistance" means assistance provided by a federal agency in the form of grants, contracts, loans, loan guarantees, property (including donated surplus property), cooperative agreements, interest subsidies, insurance, food commodities, direct appropriations and other assistance, but does not include direct federal cash assistance to individuals. The term includes awards of federal financial assistance received directly from federal agencies or indirectly through other units of state and local government. (b) Audit Required State Awards. The Contractors expending Five Hundred Thousand and No /100 Dollars ($500,000.00) or more in state awards for any fiscal year, beginning with fiscal years ending January 31, 2004, and after, shall have a single audit or program specific audit Texas Capital Fund 07/1772013 - Page11 of.32.._ ____. pg Contract #713032 conducted for that year in accordance with provisions of the State of Texas Single Audit Circular. For purposes of this Section, "state award" means state financial or cost reimbursement contracts received directly from state awarding agencies or indirectly from pass- through entities under a federal block grant. State awards do not include procurement contracts, under grants or contracts, used to buy goods or services from vendors. State Awards also do not include federal awards as defined by OMB Circular A -133. 2. Notwithstanding Section 4(A)(5), the Contractor shall utilize funds budgeted under this contract to pay for that portion of the cost of such audit services properly allocable to the activities funded by the Department under this contract, provided however that the Department shall not make payment for the cost of such audit services until the Department has received a satisfactory audit report and invoice, as determined by the Department, from the Contractor. The invoice submitted for reimbursement shall clearly show the percentage of cost relative to the total single audit cost of the audit services. 3. The Contractor shall submit a copy of the report of such audit to the Department within the earlier of thirty (30) days after the receipt of the auditor's report or nine (9) months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for such audit. The Contractor shall ensure that the audit report is made available for public inspection within thirty (30) days after completion of the audit. Audits performed under Subsection A of this Section are subject to review and resolution by the Department or its authorized representative. The Contractor shall ensure the audit report submitted include either in the report or as part of the cover letter, the auditor's and the Contractor's contact information, including contact person's mailing address, telephone, fax number and e-mail address. Failure by the Contractor to submit a completed single audit package as described in the audit requirements by the required due date could affect funding for all existing contracts, eligibility to apply for TxCDBG funding and the issuance of new TxCDBG award contracts. 4. In accordance with Exhibit B, the audit report shall include verification of all expenditures by budget category including matching funds. 5. Notwithstanding the requirements in Subsections AM—(3) of this Section, the Contractor shall submit within sixty (60) days of its fiscal year end an Audit Certification Form or a similar statement. The Audit Certification form or statement shall include information indicating if the Contractor has met the Five Hundred Thousand and No /100 Dollars ($500,000.00) expenditure threshold that shall require a Single Audit Report in accordance with the UGMS, Subpart C -Post Award Requirements. Failure by the Contractor to submit an Audit Certification form or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will affect funding for all existing contracts, including eligibility to apply.for TxCDBG funding and the issuance of new funding award contracts. B. Department's Right to Audit. Notwithstanding Subsection A of this Section, the Department reserves the right to conduct an annual financial and compliance audit of contract funds received and performances rendered under this contract. The Contractor agrees to permit the Department or its authorized representative to audit the Contractor's records and to obtain any documents, materials or information necessary to facilitate such audit. C. Contractor's Liability for Disallowed Costs. The Contractor understands and agrees that it shall be liable to the Department for any costs disallowed pursuant to financial and compliance audits) of Texas capital Page t2af 32 Texas Fund _. Vol. Cont�t #713032 ---- -- - contract funds. The Contractor further understands and agrees that reimbursement to the Department of such disallowed costs shall be paid by the Contractor from funds that were not provided or otherwise made available to the Contractor pursuant to this contract. D. Contractor's Facilitation of Audit. The Contractor shall take such action to facilitate the performance of such audit(s) conducted pursuant to this Section as the Department may require of the Contractor. E. Time for Audit and Retention of Audit Papers. The Contractor shall procure audit services through an open, competitive process at least once every four (4) years. The auditor shall retain working papers and reports for a minimum of three (3) years after the date of issuance of the auditor's report to the auditee. Audit working papers shall be made available upon request to the Department, including the right to obtain copies of the working papers, at the completion of the audit, as a part of a quality review, to resolve audit findings or to carry out oversight responsibilities consistent with the purposes of this Section. F. State Auditor's Office. The Contractor understands that acceptance of contract funds acts as acceptance of the authority of the State Auditor's Office or any successor agency to conduct an audit or investigation in connection with these funds. The Contractor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. The Contractor shall ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through the Contractor and the requirement to cooperate is included in any subcontract it awards. SECTION 20. ENVIRONMENTAL CLEARANCE REQUIREMENTS A. As evidenced by the execution of this contract, the Contractor understands and agrees that by the execution of this contract the Contractor shall assume the responsibilities for environmental review, decision making, and other action which would otherwise apply to the Department under Section 5304(f) of the Act, in accordance with and to the extent specified in 24 CFR Part 58. In accordance with Section 58.77(b) of such regulations, the Contractor further understands and agrees that the Contractor shall handle inquiries and complaints from persons and agencies seeking redress in relation to environmental reviews covered by approved certifications. B. Funds provided under this contract may be obligated and expended before the actions specified in this Section occur only for the following eligible activities: 1. The payment of reasonable planning and administrative costs related to the project; 2. Environmental studies, including environmental clearance activities required by this Section; and 3. The payment or reimbursement of reasonable project engineering and design costs incurred for this project. A "Certification of Exemption for HUD Funded Projects" under 24 CFR 58.34(a)(1), 24 CFR 58.34(a)(3), and 24 CFR 58.34(a)(8) must be completed and executed before the Contractor or any subcontractor conducts the eligible activities listed in paragraph B of this section. Texas Capital Fund 07/17/2013 Page 13 of 32 —` -- Contract #713032 Vol. /�3_ Pc, �SIJ The Department will not be liable for reimbursement of any costs expended in association with this Section in the event that a contract is not executed by both parties, or if it is determined that the contract will not proceed and the terms of the contract are not met. C. The Contractor shall prepare a written Environmental Assessment of its activities in accordance with 24 CFR Part 58, Subpart E, and the TxCDBG Project Implementation Manual, unless based upon the Contractor's review of 24 CFR Part 58, the Contractor requests and receives written approval from the Department to undertake another level of environmental review or undertake other actions that will be in compliance with 24 CFR Part 58. The Contractor must follow the steps specified in this subsection to ensure compliance with the National Environmental Policy Act (NEPA). When the Environmental Assessment is completed, the Contractor must follow one of the following two (2) procedures. The first is a Finding of Significant Impact, in which the Request for Release of Funds for the project is an action which may significantly affect the quality of the human environment. If this is the case, the Contractor must prepare an Environmental Impact Statement in accordance with Subpart F or Subpart G of 24 CFR Part 58. The second procedure must be followed for all projects not requiring an Environmental Impact Statement. Contractor must.publish, in the manner prescribed in 24 CFR Sections 58.43 and.58.45, a combined legal notice in a single publication: A Finding of No Significant Impact (FONSI), and a Notice of Intent to Request Release of Funds (NOI /RROF). In the first part of this notice, the Contractor certifies that, as a result of the Environmental Assessment, the project is not an action which may or will significantly affect the quality of the human environment. The Contractor shall then provide the public with at least fifteen (15) calendar days to comment on this combined notice following its publication date, unless exceptional circumstances exist as specified in 24 CFR Section 58.46. If no unresolved problems occur, the Contractor must then concurrently submit to the Department the following documents: 1. Transmittal Letter, 2. Request for Release of Funds and Certification (HUD Form 7015.15); 3. Published Combined Notice (FONSI and NOI /RROF); and 4. Publisher's Affidavit (only needed if sending a photocopy of the publication and not an original full page of the newspaper with publication title and date.) Original documents must be submitted. Upon receipt of such documents, the Department must allow a fifteen (15) calendar day objection period to expire before it can formally release any project funds which are subject to the environmental review regulations. The Contractor must comply with all other applicable environmental requirements as specified in Exhibit D of this contract. The Contractor shall document its compliance with such other requirements in its environmental review file. The environmental review file and source documentation must be maintained as part of the environmental review record and this record must be maintained as a self- contained file or folder. SECTION 21. CITIZEN PARTICIPATION REQUIREMENTS A. Low and Moderate Income Persons, The Contractor shall provide for and encourage citizen participation, particularly by low and moderate income (LMI) persons who reside in the Contractor's slum or blighted areas and areas in which contract funds are used in accordance with 24 C.F.R. § 570.486 and this contract. B. Public Hearing for Changes to Exhibit A. As determined by the Department, the Contractor shall hold a public hearing concerning any activities proposed to be added, deleted or substantially changed from the activities specified in Exhibit A. Page 14 of 32 Texas Capital Fund Contract #713032 07/17/2013 Vol. C. Public Hearing Prior to Contract Expiration. Prior to Date of Termination or programmatic closure of this contract, the Contractor shall hold a public hearing to review its contract performance. D. Public Hearing Requirements. For each public hearing scheduled and conducted by the Contractor under this Section, the Contractor shall comply with the following requirements. 1. Each hearing notice shall be published in the non -legal section of a newspaper having general circulation in Contractor's jurisdiction at least seventy-two (72) hours prior to each scheduled hearing. The published notice shall include the date, time and location of each hearing and the topics to be considered at the hearing. The published notice shall be printed in both English and Spanish, if appropriate. The Department shall accept articles published in such newspapers that satisfy the content and timing requirements of this Subsection. In addition, the Contractor shall prominently post such notices in public buildings and distribute them to interested community groups; 2. If any substantial changes are being requested concerning this contract's activities, the public hearings shall be held after 5 p.m. on a weekday or on a Saturday or Sunday. The hearings shall be conducted at a location convenient for potential or actual beneficiaries and accessible to individuals with disabilities; and 3. The Contractor shall provide an interpreter when a significant number of non - English speaking residents can reasonably be expected to participate in the public hearing. E. Retention of Public Hearing Documents. Notwithstanding the provisions of Section 7, the Contractor shall retain documentation of the public hearing notices, a list of each hearing's attendees and minutes held in accordance with this section for a three (3) year period after Date of Termination. The Contractor shall make such records available to the public in accordance with the Texas Public Information Act, Chapter 552, Texas Government Code. F. Citizen Com laint Procedures. The Contractor shall maintain written citizen complaint procedures that comply with the Department's requirements. The procedures shall contain a provision that provides the Contractor shall provide a timely and written response to complaints and grievances presented to the Contractor. The Contractor shall ensure that its citizens are aware of the location and hours at which they may obtain a copy of the written procedures and the address and phone number for submitting complaints. SECTION 22. SPECIAL CONDITIONS A. Release of Contract Funds. The Contractor shall submit to the Department the following Special Conditions prior to release of engineering and administrative services contract funds. 1. A properly completed Depository/Authorized Signatories Designation Form and a copy of the Contractor resolution authorizing the signatories 2. A copy of the administration contract or a letter clearly stating that the Contractor shall competently perform the contract administration with its own qualified staff. If the Contractor is self - administering the contract, Contractor must demonstrate the qualifications of the individuals involved in administration. The administration contract shall conform with guidelines established Page 15 of 32 Texas Capital Fund Contract #713032 07/1712013 ,/U� by the Department that are in effect as of the Date of Execution and shall have an effective date no earlier than the Date of Execution pursuant to Section III of the TCF Application Guidelines, TxCDBG Project Implementation Manual and subsequent TCF policy issuances. 3. A copy of the Contractor's Excessive Force Policy as specified in Item #6 of Exhibit D. 4. A copy of the Contractor's Section 3 Policy Plan, Form A1002 -rev, as specified in the current version of the TxCDBG Project Implementation Manual. 5. A copy of the Contractor's 504 Self Evaluation Review Form and documentation of compliance as specified in the current version of the TxCDBG Project Implementation Manual. 6. A copy of the contract between the Contractor and the procured architect or engineer that shall include the retainage language specified in Section 11(E). 7. An executed Contractor /Company Contract Agreement between the Contractor and the Company, with a completed and signed Contractor /Company Contract Agreement Certification. Each Contractor/Company Contract Agreement shall detail, at a minimum, the following terms and conditions for each respective company. a. A condition requiring that the Company create one hundred twenty -eight (128) permanent jobs. Fifty-one percent (51 %) or sixty -six (66) of these permanent jobs shall be held by LMI persons prior to Date of Termination. In the event more than one hundred twenty -eight (128) permanent jobs are created, the Contractor shall ensure that at least fifty - one percent (51 %) of all permanent jobs created, during the contract period, are held by LMI persons. All jobs are presumed to be LMI because of the high poverty rate obtained from census data; b. A condition requiring the Company submit to the Contractor a copy of the Company's starting payroll, which may be in electronic file format, verifying the number of persons employed at the County of Brazos, Texas, location as of Date of Execution to establish a starting benchmark. At a minimum, the payroll report shall provide the following employee information: i. the employee's full name, ii, the last four digits of the employee's social security number, and iii. an indication of whether employee is full time or part time as defined in the current version of the TxCDBG Project Implementation Manual. In addition, an ending payroll report shall be submitted with the closeout documents, to document the number of permanent jobs created and identify the LMI persons; c. A condition requiring the Company to submit to the Contractor the Employee Certification Report, the first page of the Texas Workforce Commission Report and if the Company has more than one (1� location in Texas, a Quarterly Payroll Report, no later than the fifth (5 w ) day of the second (2 ") month after the calendar quarter end; d. As specified in Exhibit A, the activities to be performed by the Contractor and the Company. Texas Capital Fund 0 7117/2 01 3 Page 16 of 32 Vol. Contract #713032 ✓�3 �� j e. A condition stating that the Company shall be liable to the Contractor for an amount not to exceed the Department's maximum contractual obligation and requiring the Company to repay the Contractor for contract funds expended in the event the Company does not fulfill its contractual responsibilities; f. A condition stating that the assets are restricted from being transferred out of the Company without the Department's written consent except during the normal course of h fed assets used in the production process and accounts receivable) business (I.e. cas , Ix during the contract period; g. A condition stating that the Company certifies that all federal taxes and taxes originating in Texas are currently paid or shall be paid within thirty (30) days of Date of Execution and all future taxes shall be paid when due. The Department or the Contractor may require at any time that the Company provide proof of payment of these taxes; h. A condition allowing the Contractor and the Department to have access and make quarterly on -site visits to the Company to assess or monitor the progress toward job creation and requiring the Company to provide to local officials at the time of on -site visits information regarding job creation and any other information deemed necessary by the Contractor and the Department to administer the TCF contract and the agreement between the Company and the Contractor, i. Provisions requiring records to be kept and reports to be made regarding the documentation of LMI job creation and LMI percentages, LMI benefit and beneficiaries by race, ethnicity, gender and disability status in the same manner and to the same extent as the Department requires of the Contractor, j. A condition that restricts the Company's principals from reducing their proportionate Company ownership without prior written approval from the Contractor and the Department during the contract period; k. A condition requiring the Company to obtain any and all applicable permits or approvals required by any federal, state or local entity or regulatory agency with jurisdiction; and I. A certification that Company does not and will not knowingly employ any undocumented worker who is not lawfully admitted for permanent residence to the United States or authorized under law to be employed in the United States. If, afterreceiving any public subsidy from Contractor, the Company is convicted of a violation under S U.S.C. 1324a(f), the Company shall repay the amount of the public subsidy with interest, at the rate and according to the other terms provided by an agreement under Subtitle F, Title 10 of the Texas Government Code Sec. 2264.053, not later than the 120th day after the date the public agency, state or local taxing jurisdiction, or economic development corporation notifies the Company of the violation. B. A copy of the Company's starting payroll verifying the number of persons employed as described in Section 22(A)(7)(b). Teas Capital Fund 0 711 712 01 3 Page 17 of 32 Vol. l 8 3 Contract #713032 9. The Contractor shall provide the Department a copy of a contract or performance bond, letter of credit or an irrevocable line of credit issued by a financial institution ( "Security Document ") in the minimum amount of Seven Hundred and Fifty Thousand and No/100 Dollars ($750,000.00). The Contractor or the Company must obtain the security document to guarantee the contract. The security document must contain provisions that indicate, at a minimum; a. The manner in which Contractor may make a claim for failure to meet contract requirements, which includes failure to meet job creation requirements or termination of the Contract; b. Benefitting parties to the document; c. Specific reference to the contract and TDA; d. Notice to TDA in the event that the security document is terminated or the dollar value is reduced; e. The length of duration of the security document; and f. The dollar amount covered by the security document. 10. Documentation of acceptable activities to affirmatively further fair housing as specified in the current version of the TxCDBG Project Implementation Manual. B. Release of Construction Contract Funds. The Contractor shall satisfy the following Special Conditions prior to release of contract funds, excluding contract funds budgeted for architecture, engineering and administration. Failure to properly comply with procurement procedures may result in the disallowance of all construction costs. 1. The Contractor shall hot advertise or solicit bids for construction or rehabilitation of a project assisted with contract funds until the Department has received the Wage Rate Issuance Notice (Form A702) along with classification rates. The Contractor must also submit to the Department the following documents as specked in the current version of the TxCDBG Project Implementation Manual from the Contractor appointed Labor Standards Officer; a. Ten -Day Confirmation (Forth A703); b. Request for Additional Classification and Rate, if applicable (Form A705); c. Labor Standards Record (A706), of which has been confirmed by the Department; and d. Labor Standards Record Additional Subcontractor Verification (A706- supp), if applicable. 2. The Contractor shall provide to the Department the bid tabulation sheets that set forth this projects winning bid(s) for the "minimum necessary" contract funded activities or improvements specified in Exhibit A. In addition to the bid tabulation sheets, the Contractor shall also provide documentation that lists all bid items that are related to the project's "minimum necessary" contract funded activities specified in Exhibit A. Any alternate provisions of the winning bid addressing over- sizing or activities or improvements, in addition to the "minimum necessary," shall be separate from the basic bid for the minimum necessary activities or improvements since these additional goods or services are ineligible for payment with contract funds. The Contractor is responsible for the cost of any activities or improvements exceeding the "minimum necessary' and any cost overruns. 3. The Contractor shall provide the Department with a copy of the performance bond in an amount not less than the construction contract amount prior to release of TCF funds budgeted for Page 18 of 32 Texas Capital Fund - -- Contract #713032 07117!2073 Vol. /0',-7 Pg, oz construction. The performance bond shall remain in force and effect until completion of the proposed construction. 4. The Contractor shall provide the Department with a copy of a certificate of insurance verifying flood insurance covering the Companies project site specified in Exhibit A or an original signed statement from the Contractors authorized signatory that indicates such property does not require flood insurance. 5. All construction projects, including, but not limited to, buildings, structures, water transmission lines, sewer collection lines, gas transmission lines, electric transmission lines, drainage, roadways and railroad improvements utilizing TxCDBG funding shall have temporary signage erected in a prominent location at the construction project site or along a major thoroughfare close to the construction area. Such signage, which may be provided to Contractor by the Department, shall be erected when construction begins, be legible from a distance of at least three (3) feet, and remain in place until construction is complete. All project signage required by this section shall contain the following wording: "Funding from the Texas Department of Agriculture, in cooperation with the United States Department of Housing and Urban Development, helped make this economic development project possible." 6. The Contractor shall ensure that all acquisition of real property, easements and /or rights -of- way, for this proposed project be in compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et sec.), HUD implementing regulations (49 C.F.R. Part 24) and submit an interim real property acquisition report. For public real property, the Contractor shall submit to the Department certification from the Contractor's authorized signatory or legal counsel that all warranty deeds, easements and /or rights -of -way have been recorded or real estate acquisition was not required. 7. The Contractor shall provide the Department a copy of the site plan(s) used to award the construction contract(s) for the proposed public infrastructure activities or improvements identified in Exhibit A. Such plan(s) shall depict the dimensions of the public infrastructure, easements, encroachments, ingress and egress including the location of the Company facilities, flatwork, driveways and the connections to the public infrastructure. If not detailed in the site plan(s), the Contractor shall provide a plat identifying the names of the property owners adjacent to the public infrastructure improvements, including the name and location of any other business that could use the proposed infrastructure improvements. 8. The Contractor shall provide to the Department evidence of the start of building construction on each Companies project site as specified in Exhibit A. 9. The Contractor shall assure that it has obtained any and all applicable permits or approvals required by any federal, state or local entity or regulatory agency with jurisdiction. 10. The Contractor shall provide documentation to the Department that it has received the required storm water discharge permit from the Texas Commission on Environmental Quality (TCEQ), prior to any construction activities or improvements, for this project's construction activities or improvements from discharge into any water in the state. These documents shall be sent to TCEQ, Water Quality Program, MC -145, P.O. Box 13087, Austin, Texas, 78711 -3087. This Special Page 19 of 32 Texas Capital Fund Contact $713032 07/17/2013 Condition is applicable only to contract funds budgeted for storm water discharge activities /improvements. C. Prior to Date of Termination. The Contractor shall satisfy the following Special Conditions within the time provided, or if no time is provided, no later than thirty (30) days prior to Date of Termination. Failure to submit the following special conditions shall constitute noncompliance with this contract's terms. 1. The Contractor shall submit to the Department a ledger with supporting documentation that includes copies of invoices and proof of payment (i.e. paid receipts, canceled checks, wire transfer receipt) documenting match expenditures in the minimum amount of Thirty -seven Thousand Five Hundred and No/100 Dollars ($37,500.00) from the Company for working capital within sixty (60) days of expenditure of funds, but no later than thirty (30) days prior to Date of Termination. 2. At any time during the contract upon request of the Department, and prior to the termination of the contract, the Contractor shall submit to the Department a copy of each Company's ending payroll, which may be in electronic file format, verifying the number of persons employed as described in Section 22(A)(7)(b) for close -out of this contract. 3. Upon the completion of each construction contract, the Contractor shall submit to the Department the Certificate of Construction Completion form and the Final Wage Compliance Report as specified in the current version of the TxCDBG Project Implementation Manual. Before the construction contract's retainage fees are released, the Department shall receive a complete and executed Certificate of Construction Completion form and Final Wage Compliance Report. Before engineering or architectural contract's retainage fees are released, the Department shall receive a complete and executed Certificate of Construction Completion form and the Contractor shall certify it has received "as- built' plans for this contract's construction activities. 4. The Contractor shall provide a copy of the site plan as built, or record drawings, for the completed public infrastructure activities or improvements specified in the Exhibit A within sixty (60) days of completion of construction, but no later than thirty (30) days prior to Date of Termination. Such plan(s) shall depict the dimensions of the public infrastructure, easements, encroachments, ingress and egress, including the location of the Companies facilities, Flatwork, driveways and the public infrastructures connections. 5. The Contractor is responsible for maintaining records of any business that uses the infrastructure improvements constructed with contract funds. The Contractor shall ensure that any business that uses any of the infrastructure improvements being constructed with contract funds, in whole or in part, executes a written agreement with the Contractor committing to provide at least fifty -one percent (51 %) of all of the created or retained permanent jobs to LMI individuals for a one (1) year period beginning upon completion of the proposed infrastructure improvements. These records are subject to review by the Department. The Contractor shall submit a Qua rteriy Connection Report to the Department, no later than the twentieth (20a') day of the month after the end of each calendar quarter of the contract period. 6. The Contractor shall provide the Department with a copy of a certificate of hazard and liability insurance coverage for the Companies real estate improvements located on the project site within sixty (60) days of construction completion, but no later than thirty (30) days prior to contract's expiration date. This coverage shall be the greater of a minimum of Seven Hundred Page 20 of 32 Texas Capital Fund _ Contract #71303 07/17/2013 EE/ 4793 Pg..2 3 0: Fifty Thousand and No /100 Dollars ($750,000.00) or an amount equal to the building's replacement value and names the Contractor as a loss payee. SECTION 23, DEBARMENT, DISQUALIFICATION. A. By signing this contract, the Contractor certifies that it shall not award any contract funds to any party that is debarred, suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549 and 24 C.F.R. Part 24. The Contractor shall receive the certification provided by the Department for each proposed subcontractor under this contract and its principals. B. By signing this contract, the Contractor certifies that it is not debarred, suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549 and 24 C.F.R. Part 24. Further, the Contractor is required to immediately report to the Office if it is debarred, suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549 and 24 C.F.R. Part 24. C. By signing this contract, the Contractor certifies that it shall not award any contract funds to any party that is currently in litigation, arbitration, or mediation related to the provision of that party's services. SECTION 24. POLITICAL AID AND LEGISLATIVE INFLUENCE PROHIBITED A. Misuse of Contract Funds and Access to Information. No contract funds shall be used for influencing the outcome of any election, or the passage or defeat of any legislative measure. This prohibition does not prevent any official or employee of the Contractor from furnishing, upon request, to any member of its governing body, any other local or state official or employee or to any citizen, information that is retained by an official or employee of the Contractor that is not considered under law to be confidential information. Any action taken against an employee or official for supplying such information shall subject the person initiating the action to immediate dismissal from employment. B. Other Prohibited Use. None of these contract funds may be used directly or indirectly to hire employees or in any other way fund or support candidates for the legislative, executive or judicial branches of government of the Contractor, the State of Texas or the United States. SECTION 25. FRAUD, ABUSE, AND MISMANAGEMENT The Contractor must take steps to avoid or mitigate occurrences of fraud, abuse, and mismanagement especially with respect to the financial management of this contract and procurements made under this contract. Upon the discovery of such alleged or suspected fraud, the Contractor shall immediately notify the Department and appropriate law enforcement authorities, if necessary, of the theft of any assets provided for under this contract, malfeasance, abuse of power or authority, kickbacks, or the embezzlement or loss of any funds under this contract. SECTION 26. ORAL AND WRITTEN AGREEMENTS A. Prior Agreements. All oral and written agreements between the Parties relating to this contract's subject matter that were made prior to Date of Execution have been reduced to writing and are contained in this contract. _PM 21 of 32 Texas Capital Fund Contract #713032 OVIV o13 Vol. /A. 3 Pg. �S-:y B. Exhibits. The exhibits enumerated and denominated in Section 3 are hereby made a part of this contract and constitute promised performances by the Contractor in accordance with Section 3. C. Commissioner's Signature. This contract is not effective unless signed by the Commissioner of the Department or by his authorized designee. SECTION 27. WAIVER Any right or remedy provided for in this contract provision shall not preclude the exercise of any other right or remedy under this contract or under any provision of law, nor shall any action taken or failure to take action in the exercise of any right or remedy be deemed a waiver of any other rights or remedies at any time. SECTION 28. VENUE For purposes of litigation pursuant to this contract, venue shall lie in Travis County, Texas. WITNESS OUR HANDS: Z Accepted and executed on behalf of the County of Brazos, Texas on (date) Duane Peters, County Judge County of Brazos, Texas Accepted and executed on behalf of the Texas Department of Agriculture on (date) Drew DeBerry, Deputy Commissioner Texas Department of Agriculture Page 22 of 32 Texas Capital Fund 07117/2013 f is Contract #713032 EXHIBIT A PERFORMANCE STATEMENT County of Brazos The Contractor shall carry out the following activities in the target area(s) identified on the map in its Economic Development application. The Contractor shall obtain the Department's prior written approval for any modifications or changes that are made to this project's activities specified in Exhibits A and B. Project Summary The purpose of this Economic Development project is to provide infrastructure activities in the form of road and administrative services in support of the Company. The Company shall be constructing a steel manufacturing facility located at Louis Mikulin Rd. in Brazos County, Texas. The location of the building and land is defined as the Company project site. The infrastructure activities shall allow the Company to begin its operations in the County of Brazos, Texas. The Company is a producer of steel manufactured products. National objective of this CDBG economic development program is to primarily benefit LMI persons through permanent job creation and retention. Project Activities The Contractor shall provide to the Department documentation showing winning bid(s) for "minimum necessary" infrastructure activities that are needed to adequately serve only the Companies. These bids also shall contain the alternate provisions for the winning bid(s) addressing oversizing, extra activities or improvements. Oversizing and /or extra activities are defined as activities exceeding the "minimum necessary' needed for this project and are ineligible for payment with contract funds. The Contractor is responsible for payment of all oversizing or extra activities and /or cost overruns and may be required to provide evidence of expenditure(s) prior to drawing contract funds. The "minimum necessary' activities are identified below and the Contractor shall expend a total of Seven Hundred Fifty Thousand and No /100 Dollars ($750,000.00) of contract funds on these activities. Road Activities The "minimum necessary" activities are to consist of one hundred linear feet (100 I.f.) of forty -eight inch (48 ") RCP culvert, fifteen thousand three hundred square yards (15,300 s.y.) of six -inch (6 ") lime stabilized subgrade, twelve thousand nine hundred square yards (12,900 s.y.) of eight -inch (8 ") flexible base, twelve thousand nine hundred square yards (12,900 s.y.) of two - inch (2 ") hot mix asphaltic concrete surface, as well as additional activity to support above mentioned improvements. These improvements shall be in the following locations: tucau .1i, __ West Louis Mikulin Rd. State Highway 6 Highway 6 2,200 U. Administration Activities to carry out project administration activities, including the cost associated with the required program fiscal and compliance audit as required in Section 19. Pacie 23 of 32 Texas Capital Fund / Contract #713032 ()7/17/2013 Vol. _.0 3 Pg a,✓� In the Contractor's economic development application for this project, the Contractor provided documentation ensuring the Company has injected Seven Hundred Twelve Thousand Five Hundred and No /100 Dollars ($712,500.00) for real estate equity for this project. The Contractor shall ensure that the Company injects Thirty -seven Thousand Five Hundred and Noll 00 Dollars ($37,500.00) for this project for working capital. Upon the Department's request, the Contractor shall provide evidence that contract funds were expended as specified. in Exhibits A and B. Project Objective As a result of this project, the Contractor shall ensure that the Company creates one hundred twenty - eight (128) permanent jobs. Of these permanent jobs, fifty -one percent (51 %) of the Company's jobs shall be held by LMI persons prior to Date of Termination. In the event more than the obligated permanent jobs are created, the Contractor shall ensure that at least fifty -one percent (51 %) of all permanent jobs created during the contract period are held by LMI persons. The job created must be at the Company's project site. Any employee transferring from another Company location or related business operation shall be identified and may not be considered as a created and /or retained permanent job. In the Contractor's economic development application for this project, the Contractor has provided census data or information to document that the people employed by the Companies may be presumed to be LMI persons since this project site where the Company shall be located meets the following criteria. 1. The Company shall be located within a census tract or block numbering area that has a poverty rate of at least 20 percent; 2. The jobs under consideration shall to be located within that census tract; 3. The tract does not include any portion of a central business district; and 4. The block group that the Company shall be located in evidences pervasive poverty and general distress because the specific activity being undertaken is located in a block group that has a poverty rate of at least 20 percent. This information has been verified and shall require no further documentation during this contract's term. In the event more than one hundred twenty -eight (128) permanent jobs are created, all persons may also be presumed to be LMI person(s). Page 24 of 32 Texas Capital Fund p� / Contract #713032 0711712013 'V C,I. _.. /O ",. j..a� /° EXHIBIT B Budget County of Brazos CATEGORIES CODE TCF OTHER TOTAL Real Estate $0 $712,500 $712,500 Equity Public Activities 4101 $700,000 $0 $700,000 Road Activities Working Capital $0 $37,500 $37,500 SUBTOTALS $700,000 $750,000 $1,450,000 Administration 32 ___$50 ,O00 $0 $50,000 TOTALS $750 000 $ $1 Page 25 of 32 Texas Capital Fund Contract #713032 07/1V2013 VOA. _ ;) EXHIBIT C APPLICABLE LAWS AND REGULATIONS The Contractor shall comply with the Act and regulations specified in Section 3, OMB Circular and federal regulations specified in Section 6, Cash Management Improvement Act promulgated through regulations 31 C.F.R. Part 205, and with all other federal, state, and local laws and regulations applicable to this contract's activities and performances rendered by the Contractor including but not limited to the laws and regulations specified in Section I through VIII of this Exhibit. All subcontractors are required to comply with these applicable laws and regulations. CIVIL RIGHTS Title VI of the Civil Rights Act of 1964, (42 U.S.C. § 2000d et seq.); 24 C.F.R. Part I, "Nondiscrimination in Federally Assisted Programs of the Department of Housing and Urban Development - Effectuation of Title VI of the Civil Rights Act of 1964" Title VIII of the Civil Rights Act of 1968, "The Fair Housing Act" (42 U.S.C. § 3601 et seq.), as amended Executive Order 11063, "Equal Opportunity in Housing," as amended by Executive Order 12259, and 24 C. F.R. Part 107, "Nondiscrimination and Equal Opportunity in Housing under Executive Order 11063 ". The failure or refusal of the Contractor to comply with the requirements of Executive Order 11063 or 24 C.F.R. Part 107 shall be a proper basis for the imposition of sanctions specified in 24 C.F.R. 107.60 The Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.) Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) and "Nondiscrimination Based on Handicap in Federally Assisted Programs and Activities of the Department of Housing and Urban Development," 24 C.F.R. Part 8. By signing this contract, the Contractor understands and agrees that the activities funded herein shall be operated in accordance with 24 C.F.R. Part 8 and the Architectural Barriers Act of 1968, as amended (42 U.S.C. § 4151 et seq.), including the use of a telecommunications device for deaf persons or equally effective communication system 11. LABOR STANDARDS The Davis -Bacon Act, as amended (40 U.S.C. § 3142) The Contract Work Hours & Safety Standards Act (40 U.S.C.§ 3702) The Copeland "Anti- Kickback" Act (18 U.S.C. § 874) III. SECTION 3 CLAUSE' EMPLOYMENT OPPORTUNITIES A. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by Page 26 of 32 Texas Capllal Fund Contact #713032 07117/2013 HUD assistance or HUD - assisted projects covered by section 3 shall, to the greatest extent feasible, be directed to low- and very low- income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contact agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. E. The contactor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractors obligations under 24 CFR part 135. F. contract Noncompliance with HUD's regulations in 24 i result contracts. sanctions, termination of this for default, and debarment or suspension from future HUD assisted G. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self- Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed for training and Section employment requires hall be given to I.ndianst extent feasible c preference and opportunities and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). III. LEAD -BASED PAINT Section 302 of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. § 4822(a), as amended by Sections 1012 and 1013 of the Residential Lead -Based Pain Hazard Reduction Act of 1992) and the procedures established by the Department thereunder. Page 27 of 32 Texas capital Fund contract #713032 07117!2013 I vol. __.. 0,3 -)g,/`J / IV. ENVIRONMENTAL LAW AND AUTHORITIES Environmental Review Procedures for Recipients assuming HUD Environmental Responsibilities, 24 C.F.R. Part 58, as amended In accordance with the provisions of law cited in § 58.1(b), the responsible entity shall assume the environmental responsibilities for projects under programs cited in § 58.1(b), and in doing so shall comply with the provisions of the National Environmental Policy Act of 1969, as amended and the Council on Environmental Quality regulations contained in 40 C.F.R. parts 1500 through 1508. This includes responsibility for compliance with the applicable provisions and requirements of the Federal laws and authorities specified in § 58.5. The responsible entity shall certify that it has complied with the requirements that would apply to HUD under these laws and authorities and shall consider the criteria, standards, policies and regulations of these laws and authorities., (a) Historic Proaerties (1) The National Historic Preservation Act of 1966 as amended (16 U.S.C. 470 at seq.), particularly sections 106 and 110 (16 U.S.C. 470 and 470h -2) (2) Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13, 1971 (36 Fed. Reg. 8921), 3 C.F.R. 1971 -1975 Comp., P. 559, particularly section 2(c) (3) Federal historic preservation regulations as follows: (i) 36 C.F.R. part 600 with respect to HUD programs other than Urban Development Action Grants (UDAG) and (ii) 36 C.F.R. part 801 with respect to UDAG (4) The Reservoir Salvage Act of 1960 as amended by the Archeological and Historic Preservation Act of 1974 (16 U.S.C. 469 at seq.), particularly section 3 (16 U.S.C. 469a -1) (b) Floodolain management and wetland protection (1) Executive Order 11988, Floodplain Management, May 24, 1977 (42 Fed. Reg. 26951), 3 C.F.R., 1977 Comp., p. 117, as promulgated under HUD regulations at 24 C.F.R. part 55, particularly section 2(a) of the order. For an explanation of the relationship between the decision- making process in 24 C.F.R. part 55 and this part, see § 55.10. (2) Executive Order 11990, Protection of Wetlands, May 24,1977 (42 Fed. Reg. 26961), 3 C.F.R., 1977 Comp. P. 121 particularly § 2 and 5 _ (c) Coastal Zone Management (1) The Coastal Zone Management Act of 1972 (16 U.S.C. 1451 at seq.) § 307(c) and as amended particularly in 16 U.S.C. 1456(c) and (d) (d) Sole source aquifers Page 28 of 32 Texas Capital Fund Contract #713032 07717/2013 (1) The Safe Drinking Water Act of 1974 (42 U.S.C. 300(f) et seq., 21 U.S.C. 349), as amended, 42 U.S.C. 300h -3(e) (2) Sole Source Aquifers (Environmental Protection Agency -40 C.F.R. Part 149) (e) Endangered species (1) The Endangered Species Act of 1973 (16 U.S.C. 1531 et seq.) as amended, particularly section 7 (16 U.S.C. 1536) (f) Wild and scenic rivers (1) The Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1271 et seq.) and as amended, particularly in 16 U.S.C. 1278(b) and (c) (g) Air quality (1) The Clean Air Act (42 U.S.C. 7401 et seg,) and as amended 42 U.S.C. 7506(c) and (d) (2) Determining Conformity of Federal Actions to State or Federal Implementation Plans (Environmental Protection Agency 40 C.F.R. Parts 6, 51, and 93) (h) Farmland protection (1) Farmland Protection Policy Act of 1981 (7 U.S.C. 4201 et seq.) (2) Farmland Protection Policy (7 C.F.R. Part 658) (i) HUD environmental standards (1) Applicable trcs , environmental requirement (in 5)(other thanheunway learzone a d clear one notification 24 C F.R. § 51.303(a)(3) (2) HUD Notice 79 -33, Policy Guidance to Address the Problems Posed by Toxic Chemicals and Radioactive Materials, September 10, 1979) (j) Environmental justice (1) Executive Order 12898 of February 11, 1994 - Federal Actions to Address Environmental Justice in Minority Populations and Low - Income Populations, (59 Fed. Reg. 7629), 3 C.F. R. 1994 Comp P. 859 (k) Other reguirements See 24 C.F.R. § 58.6 V. ACQUISITION or RELOCATION Texas Capital Fund 07/1712013 Page 29 of 32 Contract #713032 The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et seq.), 24 C.F.R. Part 42, and § 570.606 VI. FAITH -BASED ACTIVITIES Executive Order 13279 of December 12, 2002 - Equal Protection of the Laws for Faith -Based and Community Organizations, (67 Fed. Reg. 77141) VII. ARCHITECTURAL BARRIERS or BUILDING CONSTRUCTION The Contractor and /or the Company shall ensure that the plans and specifications for construction of, improvements to, or the renovation of buildings, related to this project and located on the Company's project site, have been received by the Texas Department of Licensing and Regulation (TDLR) concerning the elimination of architectural barriers encountered by persons with disabilities as specified in Chapter 469, Texas Government Code, and the rules promulgated thereunder. The plans and specifications shall be sent to the TDLR, Architectural Barriers Division, P.O. Box 12157, Austin, Texas, 78711. For projects involving the construction of a new building or the alteration or enlargement of an existing building, the Contractor and /or the Company shall ensure the plans and specifications have been sealed, signed and dated by a duly registered Texas architect, unless the Architects' Registration Law, Chapter 1051, Texas Occupations Code, specifically provides that the project's plans and specifications may be prepared by a non- architect. Further information or questions about the applicability of the Architects' Registration Law should be directed to the Texas Board of Architectural Examiners located at 333 Guadalupe, Suite 2 -350, Austin, Texas, 78701. Page 30 of 32 Contract a#713032 Texas Capital Fund 4 07/17!2013 EXHIBIT D CERTIFICATIONS I, Duane Peters, as County Judge of the County of Brazos, hereinafter referred to as the "Community," certify the following with respect to the expenditure of contract funds. (1) The Community shall minimize displacement of persons as a result of activities assisted with contract funds. (2) The program shall be conducted and administered in conformity with the Civil Rights Act of 1964 (42 U.S.C. § 2000a et seq.) and the Fair Housing Act (42 U.S.C. § 3901 et seq.). As specified by the Department, the program shall affirmatively further fair housing. (3) As specified by the Department and the Community shall provide for opportunities for citizen participation, hearings and access to information with respect to its community development programs. (4) The Community shall not attempt to recover any capital costs of public improvements assisted in whole or in part with contract funds by assessing any amount against properties owned and occupied by low to moderate income persons, including any fee charged or assessment made as a condition of obtaining access to such public improvements unless: (a) Contract funds are used to pay the proportion of such fee or assessment that are related to the capital costs of this contract's public improvements that are financed from revenue sources other than contract funds; or (b) For purposes of assessing any amount against properties owned and occupied by persons of moderate income, the Contractor certifies that it lacks sufficient contract funds to comply with the requirements of 4(a). (5) As specified by the Department, in the event that displacement of residential dwellings shall occur in connection with a project assisted with TCDP funds, the Community shall follow a residential antidispiacement and relocation assistance plan. (6) The Community shall adopt and enforce a policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individual engaged in nonviolent civil rights demonstrations and a policy of enforcing applicable state and local laws against physically barring entrance to or exit from a facility or location that is the subject of such nonviolent civil ti within its jurisdiction. cii O-D 3 Duane Peters, County Judge Date County of Brazos, Texas Page 31 of 32 Texas Capital Fund Contract #713032 07117/2013 CERTIFICATION REGARDING LOBBYING FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned, Duane Peters, as authorized representative of the County of Brazos, Texas certifies the following to the best of his knowledge and belief. (1) No federal appropriated funds have been paid or shall be paid by or on behalf of the undersigned to any person for influencing or attempting to influence an officer or employee of an agency, a member of congress, an officer or employee of congress or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with this federal contract grant, loan or cooperative agreement, the undersigned shall complete and submit standard form Disclosure Form to Report Lobbying form in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon that reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.0 § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Duane Peters, County udge County of Brazos, Texas Page 32 of 32 Texas Capital Fund / 07117/2013 L�— gl,\Ol/3 Date Contract #713032 INTERLOCAL PURCHASE AGREEMENT BETWEEN TRAVIS COUNTY, TEXAS AND BRAZOS COUNTY, TEXAS Travis County, Texas and Brazos County, Texas enter into this Interlocal Purchase Agreement (the "Agreement "), acting by and through their respective governing bodies, under the authority of the Interlocal Cooperation Act, Texas Government Code Chapter 791 and Texas Local Government Code Chapter 271. The undersigned Local Governments may be referred to in this Agreement individually as a "Party" and collectively as the "Parties." RECITALS: This Agreement is authorized by Chapter 791 of the Texas Gov't Code and Local Government Code Chapter 271, subchapter F. The Parties are local governments as that term is defined in Local Government Code section 271.101(2). Section 271.102 of that code authorizes local governments to participate in a cooperative purchasing program with another local government or local cooperative organization. A local government that purchases materials, supplies, goods, services or equipment under a cooperative purchasing program with another local government satisfies the requirement of the local government to seek competitive bids to purchase goods or services. Texas local governments have the ability to realize substantial savings and economies of scale by cooperatively procuring materials, supplies, goods, services or equipment. The Parties desire to enter into a cooperative purchasing program, which will allow the Parties to purchase materials, supplies, goods, services or equipment from each other. THEREFORE, in consideration of the mutual promises here, and for other good and valuable consideration the receipt and sufficiency of which is acknowledged, the Parties agree as follows: ARTICLE I PURPOSE I. This Agreement's purpose is to establish a cooperative purchasing program between the Parties, which will allow the Parties to realize savings when purchasing materials, supplies, goods, services or equipment, and which will facilitate the Parties' ability to satisfy state laws requiring the Parties to seek competitive bids for the purchase of goods and services. Each Party, in contracting for the purchase of supplies, materials, equipment, and services agrees, at its discretion, to extend contracts for shared use to the extent permitted by law and agreed upon by those parties and vendors. This Agreement is not intended to create, nor should it be construed as creating a partnership, association, joint venture, or trust. ARTICLE II TERM 2. The term of this Agreement will start on the date on which all Parties have executed this Agreement ( "Effective Date "). This Agreement will renew annually, and remain in full force and effect unless superseded by a supplemental agreement or terminated as provided in this Agreement. ARTICLE III TERMINATION 295507 -1 Vol. / 83 pg. a �� 3. A Party may withdraw its participation from this Agreement by providing thirty (30) days prior written notice to the other Party. Termination of this Agreement by a Party, however, will not terminate an existing contract between a Party and a vendor, although the terms of the existing contract may not be revised once the withdrawal has occurred. ARTICLE IV PURCHASING 4. Each Party will designate a person to act on its behalf in all matters relating to the cooperative purchasing program. All purchases will be effected by a purchase order from the purchasing party and directed to the vendor(s). The Parties will make payments directly to vendors under the contracts made according to this Agreement. The purchasing party will be responsible for its own ordering, inspections, and acceptance of goods and services. The purchasing Party will be responsible for the vendors' compliance with provisions relating to the quality of items and terms of delivery. The originating contracting Party is not responsible or liable for the performance of any vendor used by a purchasing Party as a result of this Agreement. The purchasing party may not use this Agreement as a method for obtaining additional concessions or reduced prices for similar goods or services. ARTICLE V CURRENT REVENUE 5. The Parties represent that all payments, expenditures, contributions, fees, costs, and disbursements, if any, required of it in this Agreement or required by any other agreements, contracts and documents executed, adopted, or approved under this Agreement, which includes any exhibit, attachment, addendum or associated document, will be paid from current revenues available to the paying Party. The Parties warrant that no debt is created by this Agreement and that any debt created through a purchase will be the sole obligation of the purchasing Party and no obligation or liability for such debt will be a liability or obligation of the other Party. ARTICLE VI FISCAL FUNDING 6. The Parties' financial obligations, if any, under this Agreement are contingent upon the availability and appropriation of sufficient funding. Any Party may withdraw from this Agreement without penalty in the event funds are not available or appropriated. However, no Party will be entitled to a refund of amounts previously contributed in the event-of withdrawal for lack of funding. ARTICLE VII MISCELLANEOUS 7A. Notice: Any notice required or permitted to be delivered under this Agreement will be deemed received when sent in the United Stales Mail, postage prepaid, Certified Mail, Return Receipt Requested, or by hand- delivery or facsimile transmission addressed to the respective Party at the address set forth opposite the signature of the Party. 713. Amendment: This Agreement may be amended by the mutual written agreement of all of the Parties. 7C. Severability: In the event any one or more of the provisions contained in this Agreement is for 295507 -1 F Zee any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect the other provisions, and the Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 7D. Governing Law: The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the Parties, will be governed by the laws of the State of Texas. Venue for any action concerning this Agreement will lie in Travis County, Texas. 7E. Entire Agreement: This Agreement represents the entire agreement among the Parties with respect to the subject matter covered by this Agreement. There is no other collateral, oral, or written agreement between the Parties that in any manner relates to the subject matter of this Agreement. No agent, official, employee or representative of Travis County has the authority to amend or assign this Agreement unless expressly granted authority by the Travis County Commissioners Court. 7F. Counterparts: This Agreement may be executed in any number of counterparts, each of which will be deemed an original constituting one and the same instrument. 7G. No Assignment: The Parties may not assign or transfer their rights under this Agreement. 7H. Compliance with Law: Each Party is responsible for complying with any additional or varying laws and regulations regarding purchases. 71. No Waiver of Rights: Nothing in this Agreement will be deemed to waive, modify or amend any legal defense available at law or equity to a Party, including the defense of sovereign immunity. Nothing in this Agreement will be deemed to create any legal rights or claims on behalf of a person not a party to this Agreement. EXECUTED this day of 2013. TRAVIS COUNTY, TEXAS M Name: Title: Date Signed: Address for Notice: c/o Cyd Grimes, Travis County Purchasing Agent P.O. Box 1748 Austin, Texas 78767 FOR COUNTY, APPROVED AS TO FORM: By: County Attorney —_..__._------- - 295507-1 / OF2 f c �C7 EXECUTED this _2Ltday of S 2013. 1. 4 I. �' w W 'l� FOR BRAZOS CO TY, PROVED AS TO FORM: By:� County Attorney 295507 -1 Vol. - f_ Pg.re_ CONTRACT NO.. FOR RESIDENTIAL SERVICES STATE OF TEXAS COUNTY OF DUVAL Judge Ricardo H. Garcia Regional Juvenile Detention Facility Residential Services September 1, 2013- August 31, 2014 This Agreement is entered into by and between the Duval County Juvenile Board, at the request of and on behalf of the Brazos County Juvenile Probation Department (collectively referred to as "Juvenile Probation ") and Judge Ricardo H. Garcia Regional Juvenile Detention Facility, A Texas nonprofit corporation, licensed to provide child care services by the Texas Department of Family and Protective Services, Texas Department of State Health Services, Texas Youth Commission, Texas Juvenile Probation Commission, and/or any other appropriate State agency with licensure or regulatory authority over this facility ( "Judge Ricardo H. Garcia Regional Juvenile Detention Facility "). ARTICLE I PURPOSE. 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with residential care for children alleged or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. The placement facility to be utilized is owned and operated by Service Provider and is located at 4998 FM Rd 1329, San Diego, TX 78384. The business office address of Service Provider is PO Drawer 989, San Diego, TX 78384. ARTICLE II TERM 2.01 The term of this Agreement is fbr12 months, commencing September 1, 2013, and ending August 31, 2014. It shall be automatically renewed for one year terms thereafter, commencing October t° and ending September 30' unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term, of its intention to not renew this Agreement. 2.02 The terms of this Agreement shall be extended until such time as all services which have been requested by Juvenile Probation, and are pending on the termination date in section 2.01 above, have been performed. ARTICLE III SERVICES 3.01 Service Provider will provide the appropriate levels of service as defined below: A. Basic Level 1. Adequate functioning in all developmental and/or environmental areas; there may be transient difficulties, "every-day" worries, and occasional misbehavior, but would be regarded as a normal child; responds to "normal" discipline. The caregiver provides a routine home environment with guidance and supervision to meet the needs of the child; or 2. No more than occasional problems in functioning in any area; some acting out behavior in response to life stresses, but those are brief and transient, minimally disturbing to Vol. pg..Z `9 Contract No. [Insert Name in Bold on First Page] [Insert appropriate dates] others, and not considered deviant by those who know the child. The caregiver provides a routine home environment with supplemental guidance and discipline to meet the needs of the child. B. Moderate Level 1. Frequent or repetitive minor problems in one or more areas; may engage in non - violent antisocial acts, but is capable of meaningful interpersonal relationships, requires supervision in structured supportive setting with counseling available from professional or paraprofessional staff; or 2. Substantial problems; child has physical, mental, or social needs and behaviors that may present a moderate risk of causing harm to self or others, poor or inappropriate social skills, frequent episodes of aggressive or other antisocial behavior with some preservation of meaningful social relationships, requires treatment program in a structured supportive setting with therapeutic counseling available by professional staff. C. Specialized Level 1. Severe problems; unable to function in multiple areas; sometimes willing to cooperate when prompted or instructed; but may lack motivation or ability to participate in personal care or social activities or is severely impaired in reality testing or in communications; may exhibit persistent or unpredictable aggression, be markedly withdrawn and isolated due to either mood or thought disturbance, or make suicidal attempts; presents a moderate to severe risk of causing harm to self or others; requires 24 -hour supervision by multiple staff in limited access setting. D. Intense Level 1. Very severe impairment(s), disability or needs; consistently unable or unwilling to cooperate in own care; may be severely aggressive or exhibit self- destructive behavior or grossly impaired in reality testing, communication, cognition, affect, or personal hygiene; may present severe to critical risk of causing serious harm to self or others; needs constant supervision (24 -hour care) with maximum staffing, in a highly structured setting. E. Emerency Sheller 1. Provide twenty -four (24) hour care and supervision for those children requiring an alternative to an undesirable, unwholesome or dangerous living arrangement or as an alternative to secure detention on an emergency basis pending resolution of existing conflicts or installation into an appropriate long -term living arrangement. 3.02 Service Provider will perform the following services: A. Provide basic residential services, including: standard supervision by qualified adults, food and snacks, recreation, allowances, personal hygiene items, hair cuts, transportation, school supplies, room, (rent, utilities, maintenance, telephone) and miscellaneous, as ordered by Juvenile Probation. B. Provide and document paraprofessional counseling, off-campus visits or furloughs, major incidents and worker contacts. Any and all costs associated with off - campus visits or furloughs will be paid by the parent or guardian. C. Initiate and document meetings and attempted meetings among Service Provider, Juvenile Probation staff and contracted children for the purpose of justifying continued placement. Page 2 nj1_Z_ Vol. / 83 Pg. !�_ i Contract AV [Insert Name in Bold on First Page] [Insert appropriate dates] Justification will be done at a minimum of every ninety (90) days. A copy of the placement justification will be submitted to the Residential Services Supervisor within ten (10) working days. D. Ensure that the child's parent(s) or legal guardian(s), Juvenile Probation, and specifically the Residential Services Supervisor are notified if a child in placement makes an unauthorized departure, becomes seriously ill, or is involved in a serious accident. The Probation Officer and parents will be informed immediately if during working hours. After normal working hours, the Juvenile Detention Center will be notified as well as the parents. In the event of serious illness or accident and for any required follow -up care Service Provider shall be responsible for having the child transported to the nearest hospital or emergency care facility. E. Provide to Juvenile Probation's Residential Services Supervisor a written Individualized Treatment/Case Plan developed in concert with the client and mutually agreed upon by the appropriate Service Provider staff and the Probation Officer within thirty (30) days of placement. Said Individualized Treatment/Case Plan shall include measurement of progress toward goals in the following nine (9) domains: medical; safety and security; recreational; educational; mental/behaviotal health; relationship; socialization; permanence; parent and child participation. F. Initiate and document meetings to review the Individualized Program Plan with the child and the assigned Residential Services Probation Officer at reasonable intervals, not to exceed ninety (90) days, to assess the child's progress toward meeting goals set forth, making modifications when necessary, and determining the need for continued placement outside of the child's natural home. The Individualized Program Plan shall contain the reasons why the placement may benefit the client; shall specify behavioral goals and objectives being sought for each client; shall state how the goals and objectives are to be achieved in the placement; shall state how the parent(s), guardian(s), and, where possible, grandparents and other extended family members will be involved in the program plan to assist in preventing or controlling the child's objectionable behavior. G. Maintain copies of the original individualized Program Plan and the periodic reviews. H. Provide the Residential Services Supervisor with a written report of the child's progress on a monthly basis in a Monthly Progress Report. Document and maintain records of all goods and services provided to contracted children. These records shall contain, but are not limited to: hours of service provided, number of children served, average length of stay per client, total hours of counseling or treatment provided. These records shall be made available to Juvenile Probation for periodic inspection. J. Document and maintain records pertaining to the effectiveness of goods and services provided to contracted children. These records shall contain, but are not limited to: percentage of youth in program successfully achieving set educational goals, percentage of youth achieving set vocational goals, percentage of youth achieving set social skills goals, percentage of youth demonstrating overall progress, number and type of investigations made by the Department of Family and Protective Services or any law enforcement agency due to reports of abuse and/or neglect. These records shall be made available to Juvenile Probation for periodic inspection. Page 3 q/ 17 Vol 8'3 .171 Contract No. [Insert Name in Bold on First Page] [Insert appropriate dates] K. Any and all medical/psychiatric treatment required to meet the needs of the child, as well as clothing, or other expenses not provided for in Service Provider's program, shall be the sole responsibility of said child's parent(s), guardian(s) or court ordered appointed conservator, to be paid by either personal payment, health insurance or Medicaid coverage. However in no case shall a child be denied any needed medical /psychiatric treatment or clothing due to the inability to pay. ARTICLE IV EVALUATION CRITERIA 4.01 The performance of Service Provider in achieving the goals of Juvenile Probation will be evaluated on the basis of the output and outcome measures contained in this section. Juvenile Probation, at its discretion, may use other means or additional measures to evaluate the performance of Service Provider in fulfilling the terms and conditions of the Agreement. A. Juvenile Probation shall evaluate Service Provider's performance under this Agreement according to the following specific performance goals for Service Provider: I. Ensure children complete residential placement. 2. Prevent re- referrals of children during the six (6) months following release from residential placement. 3. Ensure children move down in their Level of Care as they progress in the treatment program. B. Juvenile Probation shall additionally evaluate Service Provider by the following output measures (in actual numbers of units of service and activities): 1. The total number of children placed in residential placement. 2. The total number of children who were discharged from residential placement successfully. 3. The total number of re- referrals of children discharged from placements within six (6) months after release. 4. The total number of children who move down in their Level of Care. 5. The average length of time before a child moves down in the Level of Care. C. Juvenile Probation shall further evaluate Service Provider by the following outcome measures: I . Percentage of children in residential placement who will complete their placement as a successful discharge. 2. Percentage of children who have completed placement and not re- referrals within six (6) months after release. 3. Percentage of children who move down in their Level of Care. 4.02 Service Provider shall report on a monthly basis to Juvenile Probation as to each of the foregoing output and outcome measures. These reports will be reviewed by Juvenile Probation in order to monitor Service Provider for programmatic compliance with this Agreement. ARTICLE V COMPENSATION 5.01 For and in consideration of the above - mentioned services, Juvenile Probation agrees to pay Service Provider not more than the per diem rates based upon the Level of Care provided, in Page 4 of 17 Vol _/ �.� t ` ;1A Contract No. (Insert Name in Bold on First Page] [insert appropriate dates] accordance with schedule of rates set by the Texas Health and Human Services Commission as currently effective or subsequently amended. Those rates as currently effective are as set forth in Exhibit A, attached hereto and incorporated herein. 5.02 The above fee will be paid only for those children specifically authorized to be placed by Juvenile Probation through its Fiscal Officer or other designated official. This fee shall include residential care and a minimum of one group or individual counseling session per month. In no event will the per diem rate exceed that specified for the Level of Care provided. It is understood that the Level of Care provided by Service Provider will be reduced to a lower Level of Care as soon as such reduction is deemed practical by Service Provider, based upon improvements in the child's attitude and behavior. 5.03 Service Provider has an affirmative duty to lower the Level of Care when it is practical to do so. Juvenile Probation, and/or its representative may at any time make such inspection of records and interview both the child and employees of Service Provider to determine if the child is at a Level of Care necessary to meet the child's treatment and service needs. If Juvenile Probation determines that the appropriate Level of Care should be or should have been lower, Service Provider shall lower such level. Service Provider shall remit to Juvenile Probation the difference from the amount paid and the amount that should have been paid, if the child had been placed at the appropriate level from the date the child's level should have been lowered, unless Service Provider can show why such a step down was not practical. If a child enters and exits a program where he has resided for a minimum of 120 days and does not move to a lower level, except those who enter at Basic Level, it will be presumed that the child was not successfully discharged from the program as set forth in the program measures. Service Provider shall fully cooperate in these efforts. 5.04 Service Provider will submit an invoice for payment of services to the Juvenile Probation Fiscal Officer on a monthly basis. Said invoice shall be submitted within ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: hours worked, to be attributed to specific clients if appropriate, date service was rendered, hourly rate, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. Invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. 5.05 Service Provider must use its best efforts to seek and obtain all benefits available from other sources for eligible children. It must initiate and complete any appropriate Medicaid application and complete all necessary documentation to obtain reimbursement for children who may be eligible for Medicaid. Any income received by Service Provider toward the support of a child from sources other than this Agreement, including but not limited to Medicaid, Social Security, medical insurance coverage, or contributions from parents or others must be documented as to each child for whom a billing is submitted and deducted from the invoice submitted to Juvenile Probation. Documentation must include the name(s) and SID numbers of the parties receiving the services, the dates and times services were provided and such other information deemed necessary for adequate fiscal control. 5.06 In order to avoid duplicate payments for children being transferred to another child care agency under contract with Juvenile Probation, the receiving agency will bill Juvenile Probation on the day the child is transferred into the program; the releasing agency will not bill Juvenile Probation for the last day of care. Page 5 of 17 von _// -8� r J ,Z 73 Contract No. [insert Name in Bold on First Page] [Insert appropriate dates] 5.07 Services which are not directly addressed by this Agreement must be submitted for approval with associated trilling for reimbursement from Juvenile Probation. 5.08 Service Provider agrees to make claims for payment or direct any payment disputes to Juvenile Probation's Fiscal Officer. Service Provider will not contact other department employees regarding any claims of payment. 5.09 Service Provider agrees and understands that all financial obligations of Juvenile Probation provided for in this Agreement for which current revenue is not available will be contingent on the availability of appropriated funds to meet said obligations. ARTICLE VI EXAMINATION OF PROGRAM AND RECORDS 6.01 Service Provider agrees that it will permit Juvenile Probation to examine and evaluate its program of services provided under the terms of this Agreement and/or to review its records periodically. This examination and evaluation of the program may include site visitation, observation of programs in operation, interview and the administration of questionnaires to the staff of Service Provider and the children when deemed necessary. 6.02 Service Provider shall provide to Juvenile Probation such descriptive information on contracted children as requested on fortes provided by Juvenile Probation. 6.03 For purposes of evaluation, inspection, auditing or reproduction, Service Provider agrees to maintain and make available to an authorized representative of the State of Texas or Juvenile Probation any and all books, documents or other evidence pertaining to the costs and expenses of this Agreement. 6.04 Service Provider shall retain and make available to Juvenile Probation all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a minimum of three (3) years, or until any pending litigation, claim, audit or review and all questions arising therefrom have been resolved, and shall make available for Juvenile Probation's inspection, all contractual agreements with Service Provider's subcontractors for services related to this Agreement. 6.05 Service Provider understands that acceptance of funds under this Agreement acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Service Provider further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Service provider will ensure that the foregoing clauses concerning the authority of the State of Texas to audit and the requirement to cooperate is included in any subcontract or arrangement Service Provider enters into in which funds received under this Agreement form all or part of the consideration. ARTICLE VII CONFIDENTIALITY OF RECORDS 7.01 Service Provider shall maintain strict confidentiality of all information and records relating to children involved in Juvenile Probation, and shall not re- disclose the information except as Page 6 of 17 /83 _ ry. ,ZyS�- Contract No. [Insert Name in Bold on First Page] [Insert appropriate dates] required.to perform the services to be provided pursuant to this Agreement, or as may be required by law. ARTICLE VIII DUTY TO REPORT 8.01 Allegations Occurring Inside the Juvenile System. As required by'rexas Family Code Chapter 261 and Title 37 Texas Administrative Code Chapter 358, or successor provisions, Service Provider, and any of its employees, interns, volunteers or contractors, shall report any allegation or incident of abuse, neglect, exploitation, death or other serious incident involving a juvenile in a juvenile justice facility or juvenile justice program in the following manner: A. For all allegations and incidents except sexual abuse and serious physical abuse: within twenty-four (24) hours from the time the allegation is made, to the following: I . Local law enforcement agency (not required for serious incidents); and 2. Texas Juvenile Probation Commission by submitting a TJPC Incident Report Form to facsimile number 1- 512424 -6717 (or if unable to complete the form within 24 hours, then by calling toll -free 1 -877- 786 -7263, followed by submitting the report within 24 hours of said call). In addition, for serious incidents, a treatment discharge form or other medical documentation that contains evidence of medical treatment pertinent to the reported incident shall be submitted to the Texas Juvenile Probation Commission within 24 hours of receipt; and 3. With respect to juveniles placed by Brazos County Juvenile Probation Department, the TJPC Incident Report Form must also be sent to Brazos County Juvenile Probation Department at facsimile number (979)823-4211. B. For allegations and incidents of sexual abuse or serious physical abuse: 1. Local law enforcement agency immediately, but no later than one(]) hour from the time a person gains knowledge of or suspects the alleged serious physical abuse or sexual abuse. The initial report shall be made by phone to law enforcement; 2. Texas Juvenile Probation Commission immediately, but no later than four (4) hours from the time a person gains knowledge of or suspects the alleged serious physical abuse or sexual abuse. The initial report shall be made by phone by calling toll -free 1- 877 -786- 7263. Within 24 hours of the report by phone, the completed TJPC Incident Report Form shall be submitted by facsimile number 1 -512- 424 -6717 or by email; and 3. With respect to juveniles placed by Brazos County Juvenile Probation Department, the TJPC Incident Report Form must also be sent to Brazos County Juvenile Probation Department within 24 hours at facsimile number (979)823 -4211. 8.02 Allegations Occurring Outside the Juvenile System. Any person who witnesses, learns of receives an oral or written statement from an alleged victim or other person with knowledge or who has a reasonable belief as to the occurrence of alleged abuse, neglect, exploitation, death or other serious incident involving a juvenile, but that is not alleged to involve an employee, intern, volunteer, contractor, or service provider of a program or facility, shall be reported to law Page 7 of 17 Vol. / J'9 Ng. AX.5� Conlract No. (Insert Name in Bold on First Page) %insert appropriate dales) enforcement or to other appropriate governmental unit as required in Texas Family Code Chapter 261. 8.03 As used within this Agreement: A. An allegation or incident includes the witnessing, learning, or receiving an oral or written statement from an alleged victim or other person with reasonable belief or knowledge as to the occurrence or an alleged abuse, neglect, exploitation, death or other serious incident involving a juvenile in a juvenile justice facility or juvenile justice program. B. A serious incident is attempted escape, attempted suicide, escape, reportable injury, youth -on- youth physical assault or youth sexual conduct. C. Sexual abuse is conduct committed by any person against a juvenile that includes sexual abuse by contact or sexual abuse by non - contact. D. Serious physical abuse is bodily harm or condition that resulted directly or indirectly from the conduct that formed the basis of an allegation of abuse, neglect or exploitation, if the bodily harm or condition requires medical treatment by a physician, physician assistant, licensed nurse practitioner, emergency medical technician, paramedic or dental. E. A juvenile justice facility is a facility, including its promises and affiliated sites, whether contiguous or detached, operated wholly or partly by or under the authority of the governing board, juvenile board or by a private vendor under a contract with the governing board, juvenile board or governmental unit that serves juveniles underjuvenile court jurisdiction. The term includes: a public or private juvenile post - adjudication secure correctional facility required to be certified in accordance with the Texas Family Code; and a public or private non - secure juvenile post - adjudication residential treatment facility housing juveniles under juvenile court jurisdiction. F. A juvenile justice program is a program or department operated wholly or partly by the governing board, juvenile board or by a private vendor under contract with the governing board or juvenile board that serves juveniles under juvenile court jurisdiction or juvenile board jurisdiction. The term includes a juvenile justice alternative education program and a non - residential program that servesjuvenile offenders while under the jurisdiction of the juvenile court or juvenile board jurisdiction and a juvenile probation department. ARTICLE IX CRIMINAL HISTORY SEARCHES 9.01 Criminal history searches shall be conducted by Service Provider for any and all of its employees, interns, volunteers or contractors providing services in a juvenile justice facility or juvenile justice program that may have direct unsupervised access to juveniles in the facility or program. Prior to being granted access to juveniles in facilities or programs, Service Provider shall provide Juvenile Probation with documentation confirming that fingerprint -based searches of criminal information databases maintained by the Federal Bureau of Investigation and by the State of Texas have been completed within two year's prior to the date of the most recent contract for services. This provision shall apply to individuals who begin employment or service provision on or after January 1, 2010. ' 8.uf1Z_ Fvol pq, g_zv Contract No. [Insert Name in Bold on First Page] [ Insert appropriare dates] 9.02 Service providers of juvenile justice facilities or juvenile justice programs licensed by the Texas Department of Family and Protective Services, Texas Department of State Health Services or other state agency are exempt from the requirement to provide documentation of criminal history searches for staff employed in the program or facility. Service providers that are individually licensed by the Texas Department of Family and Protective Services, Texas Department of State Health Services or other state agency are also exempt from the requirement to provide documentation of criminal history searches. Service Provider shall provide Juvenile Probation with documentation confirming that Service Provider's license is currently in good standing with the licensing entity and shall not provide services under this Agreement unless its license is in good standing. 9.03 Criminal history searches shall include the following: A. Texas criminal history fingerprint -based criminal history background search through the Texas Department of Public Safety. B. Local law enforcement sex offender registration records check through the Public Sex Offender Registry on the Texas Department of Public Safety website. C. Federal Bureau of Investigation fingerprint -based criminal history background search at the National Crime Information Center, internet -based searches shall not be used to conduct this background search. 9.04 A copy of the initial criminal history report required by this Agreement and any reports reflecting subsequent criminal activity shall be maintained for monitoring purposes for whichever of the following occurs later duration of the individual's employment or period of service; minimum of three (3) years; or until any pending litigation, claim, audit or review and all questions arising therefrom have been resolved. 9.05 As used within this Agreement, a disqualifying criminal history is a history that includes any one of the following: A. A felony conviction against the laws of this state, another state, or the United States within the past ten 10) years; B. A deferred adjudication for a felony against the laws of this state, another state, or the United States within the past ten (10) years; C. A current felony deferred adjudication, probation or parole, D. A jailable misdemeanor conviction against the laws of this state, another state, or the United States within the past five (5) years; G. A deferred adjudication for ajailable misdemeanor against the laws of this state, another state, or the United States within the past five (5) years; F. A currentjailable misdemeanor deferred adjudication, probation or parole; or G. The requirement to register as a sex offender under Chapter 62 of the Texas Code of Criminal Procedure. Vol. Contract No. [Insert Name in Bold on First Page] [Insert appropriate dates] 9.06 In addition to the criteria and time frames set forth in the above definition of disqualifying criminal history, an individual must not have direct unsupervised access to juveniles in a facility or program until at least one year has elapsed since the completion of any period of incarceration, community supervision, or parole. 9.07 Any of Service Provider's employees, interns, volunteers or contractors with a disqualifying criminal history shall be prohibited from having direct unsupervised access to juveniles in a juvenile justice facility or a juvenile justice program. 9.08 Juvenile Probation reserves the right, in its sole discretion, to prohibit any individual with a prior criminal history from being placed in a position that involves direct unsupervised contact with juveniles. ARTICLE X DISCLOSURE OF INFORMATION 10.01 Service Provider warrants that, prior to entering this contract, it has verified and disclosed the following information to Juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Service Provider's licensing authorities; B. Any and all litigation filed against Service Provider, or against its employees, interns, volunteers, subcontractors, agents and/or consultants that have direct unsupervised contact with juveniles in a juvenile justice facility or juvenile justice program; C. Any arrest or current criminal indictment of any employee, intern, volunteer, subcontractor, agent and/or consultant of Service Provider that has direct unsupervised contact with juveniles in a juvenile justice facility or juvenile justice program; D. All pending and past allegations and/or investigations of abuse, neglect, exploitation, death or other serious incidents involving a juvenile placed by Brazos County Juvenile Probation Department in the juvenile justice facility or juvenile justice program; E. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and exploitation investigation where an employee, intern, volunteer, subcontractor, agent and /or consultant of Service Provider that has direct unsupervised contact with juveniles in a juvenile justice facility or juvenile justice program was the alleged or designated perpetrator; F. The identity of any of Service Provider's employees, intems, volunteers, subcontractors, agents and/or consultants that have direct unsupervised contact with juveniles in a juvenile justice facility or juvenile justice program that required to register as a sex offender; and G. The identity of any of Service Provider's employees, interns, volunteers, subcontractors, agents and/or consultants that have direct unsupervised contact with juveniles in a juvenile justice facility or juvenile justice program that have a disqualifying criminal history. 10.02 Service Provider agrees and understands it has an affirmative and ongoing duty to ascertain and disclose to Juvenile Probation any and all of the foregoing information as to any individual, whether a prospective or existing employee, intern, volunteer, subcontractor, agent and/or Page 10 of Vol.. pg. Alp" Contract No. [Insert Name in Bold on First Pagel [Insert appropriate dates] consultant of Service Provider, prior to placing that individual in a position that involves direct " unsupervised contact with juveniles in a juvenile justice facility or juvenile justice program. ARTICLE XI EQUAL OPPORTUNITY 11.01 Service Provider agrees to respect and protect the civil and legal rights of all children and their parents. [twill not unlawfully discriminate against any employee, prospective employee, child, childcare provider, or parent on the basis of age, race, sex, religion, disability or national origin. Service Provider shall abide by all applicable federal, stale and local laws and regulations. ARTICLE XII ASSIGNMENT & SUBCONTRACT 12.01 Service Provider may not assign or subcontract any of its rights, duties and/or obligations arising out of this Agreement without the prior written consent of Juvenile Probation. ARTICLE XM OFFICIALS NOT TO BENEFIT 13.01 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his/her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE XIV DEFAULT 14.01 Juvenile Probation may, by written notice of defauk to Service Provider, terminate the whole or any part of this Agreement, as it deems appropriate, in any one of the following circumstances: A. If Service Provider fails to perform the work called for by this Agreement within the time specified herein or any extension thereof-, or B. If Service Provider fails to perform any of the other material provisions of this Agreement, including failure to achieve the defined goals, outcomes, and outputs, or so fails to prosecute the work as to endanger the performance of this Agreement in accordance with its terns, and C. In either of these two circumstances after receiving notice of default, Service Provider does not cure such failure within a period often (10) days. 14.02 Any default by Service Provider, regardless of whether the default results in termination, will jeopardize Service Provider's ability to contract with Juvenile Probation in the future, and may result in the refund of compensation received under this Agreement. ARTICLE XV TERMINATION 15.01 This Agreement maybe terminated: Page 11 of 17 V- / 8j- pg. -,Z 79 Contract No. [Insert Name in Bold on First Page] [Insert appropriate dates] A. By either party upon ten (10) days written notice to the other party of the intention to terminate; or B. Upon expenditure of available funds. 15.02 If at any time during the teen of this agreement Juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy, Juvenile Probation may immediately suspend the effect of this Agreement, including but not limited to the obligation to pay, upon giving notice to the Service Provider, ARTICLE XVI WAIVER OF SUBROGATION 16.01 Service Provider expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Service Provider also waives any rights it may have to indemnification from Juvenile Probation. ARTICLE XVII INDEMNIFICATION 17.01 It is further agreed that Service Provider will indemnify and hold harmless Brazos County and Juvenile Probation against any and all negligence, liability, loss, costs, claims, or expenses arising out of wrongful and negligent act(s) of commission or omission of Service Provider, its agents, servants, or employees arising from activities under this Agreement. Service Provider shall have no obligation to indemnify and hold harmless Brazos County and Juvenile Probation for any act(s) of commission or omission of Brazos County's and Juvenile Probation's agents, servants, or employees arising from or related to this Agreement for which a claim or other action is made. ARTICLE XVIII SOVEREIGN IMMUNITY 18.01 This Agreement is expressly made subject to Brazos County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver or any immunities from suit or from liability that Brazos County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. ARTICLE XIX REPRESENTATIONS & WARRANTIES 19.01 Service Provider hereby represents and warrants the following: A. That it has all necessary right, title, license and authority to enter into this Agreement; B. That it is qualified to do business in the State of Texas; that it holds all necessary licenses and staff certifications to provide the type(s) of services being contracted for; that it is in compliance with all statutory and regulatory requirements for the operation of its business; and that there are no taxes due and owing to the State of Texas, the County of Brazos , or any political subdivision thereof; Page 11 of 17 [Vol Au Pg. 21U Contract No. [Insert Name in Bold on First Page] [Insert appropriate dates] C. That it carries sufficient insurance to provide protection to Brazos County and Juvenile Probation under the indemnity provisions, as well as for any potential liabilities that arise from or related to this Agreement, that, if requested, it will cause its insurance carrier to identify the Brazos County Juvenile Probation Department as a certificate holder on its policy, and will add Brazos County, the Brazos County Juvenile Board and the Brazos County Juvenile Probation Department as additional insureds on its policy; D. That all of its employees, intems, volunteers, subcontractors, agents and /or consultants that have contact withjuveniles in a juvenile justice facility or juvenile justice program will be properly trained to report allegations or incidents of abuse, neglect, exploitation, death or serious incidents involving a juvenile under the supervision of Juvenile Probation in accordance with the requirements of Texas Family Code Chapter 261 and any applicable Texas Juvenile Probation Commission administrative rules regarding abuse, neglect, exploitation, death or serious incident; and E. That, if it has employees, interns, volunteers, subcontractors, agents and/or consultants that have contact with juveniles in a juvenile justice facility or juvenile justice program, then it shall prominently post in all public and staff areas of any and all of its offices/facilities, both the English and Spanish language versions of the following official notice forms that are available on the Texas Juvenile Probation Commission website: Notice to Public Regarding Abuse, Neglect'and Exploitation and Notice to Employees Regarding Abuie, Neglect and Exploitation. ARTICLE XX TEXAS LAW TO APPLY 20.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. ARTICLE XXl VENUE 21.01 Exclusive venue for any litigation arising from this Agreement shall be in Brazos County, Texas. ARTICLE XXI1 ADDITIONAL TERMS AND AGREEMENTS 22.01 Service Provider will accept only those children confirmed by authorized officers of Juvenile Probation to be referred for placement in Service Provider's facility. 22.02 Juvenile Probation recognizes that part of a client's rehabilitation program may include time away from the residential setting of Service Provider, such as weekends and holidays, and that Service Provider must retain space for the client until his /her return. To this end, Juvenile Probation agrees to pay Service Provider the full amount due for such regularly scheduled days away from the residential setting or its program, provided they do not exceed four (4) days per month per client and that prior approval has been obtained by Juvenile Probation. Furloughs will not be authorized for the first ninety (90) days of placement, or until the completion of the first Individualized Program Plan Review, whichever comes first, except in only highly unusual situations. Unoccupied bed space constitutes days away from the facility. Individualized Program Plans may warrant additional days away from the residential setting if approved in writing by Page 13 of 17 — Vni /8j- Pg_PJ _ Contract No. [Insert Name in Bold on Firsl Page] [Insert appropriate dates] Juvenile Probation; however, any additional days away from the residential setting will not be charged to Juvenile Probation. 22.03 The child's parent(s) or guardian(s) shall bear the primary responsibility for payment of any medical or dental needs, by personal payment, health insurance, or Medicaid coverage, as well as clothing or other expenses not provided for in Service Provider's program. 22.04 Juvenile Probation reserves the right to terminate the clients placement with Service Provider at its discretion. Service Provider must not release a client to any person or agency other than Juvenile Probation without the express consent of an authorized agent of Juvenile Probation. 22.05 Service Provider is under no obligation to accept a client who is deemed inappropriate for placement in that program. 22.06 Juvenile Probation is under no obligation to place any child with Service Provider. 22.07 Juvenile Probation shall provide a written psychological or psychiatric evaluation. If the battery of tests included in the evaluation is older than six (6) months prior to admission, a clinical interview performed within six (6) months prior to admission shall be submittod with an updated diagnosis and prognosis. 22.08 In accordance with §29.012(6x1) of the Texas Public Education Code, as a condition of this contract for residential services, Service Provider shall notify the school district in which the facility is located not later than the third day after the date a child is placed in the facility. 22.09 Service Provider shall comply with all applicable federal and state laws and regulations, Juvenile Probation policies, and Texas Juvenile Probation Commission standards pertinent to services provided under this Agreement. 22.10 Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. 22.11 Service Provider is hereby notified that state funds are used to pay for services rendered to Juvenile Probation. For this'reason, Service Provider shall account separately for the receipt and expenditure of all funds received from Juvenile Probation, and shall adhere to Generally Accepted Accounting Principles (GAAP) in the accounting, reporting and auditing of such funds. ARTICLE XXIII LEGAL CONSTRUCTION 23.01 In case anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained therein. Page 14 of 17 Contract No. [Insert Name in Bold on First Page] [Insert appropriate dates] ARTICLE XXIV PRIOR AGREEMENTS SUPERSEDED 24.01 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreement between the parties respecting the within subject matter. ARTICLE XXV AMENDMENTS 25.01 Juvenile Probation may amend, modify or alter the terms of this Agreement and specify an effective date thereof. Juvenile Probation will then notify Service *Provider in writing, dated subsequent to the date hereof, of such changes and their effective date. Continuation of services after the effective date by Service Provider will signify its acceptance of these changes. If Service Provider declines to accept changes made by Juvenile Probation, Service Provider may terminate this Agreement subject to the conditions herein. ARTICLE XXVI PRISON RAPE ELII4IINATION ACT 26.01 Service Provider shall adopt and comply with all federal, state, county and city laws, Ordinances, regulations and standards applicable to the provisions of services described herein and the performance of all obligations undertaken pursuant to this Contract, including the Prison Rape Elimination Act of 2003 (PREA) which established a zero - tolerance standard against sexual assault of incarcerated persons, including juveniles, and addresses the detention, elimination, prevention and reporting of sexual assault in facilities housing adult and juvenile offenders. Under PREA, Service Provider shall make available to the Chief JPO all incident -based aggregated data may be requested by the Department of Justice from the previous calendar year no later than June 30 (PREA§ 115.387(e) and (f)). Furthermore, Service Provider shall be responsible for the financial cost associated with any PREA audit. Page l5 j'l7 �Voi Contract Na. [Insert Name in Bold on First Page] [Insert appropriate dates] ON Y1 ja(f5L Q2, 20 &ULLY EXECUTED IN DUPLICATE, EACH OF WHICH SHALL HAVE TA FULL FORCE AND EFFECT OF AN ORIGINAL. BRAZOS COUNTY JUVENILE BAORD JUDGE RICARDO H. GARCIA REGIONAL JUVENILE DETENTION FACILITY By: By: Chairman Georgia Parr Brazos County Juvenile Board Facility Director By. D , I- W� J Chief Juv le Probation Officer Brazos County Juvenile Probation Department APPROVED AS TO LEGAL FORM: By: [ R NA General Counsel County Juvenile Probation Department Page 16 of 17 EXHIBIT A BASIC LEVEL MODERATE LEVEL Page 17 of 17 Contract No. (Insert Name in Bold on First Page] [insert appropriate dates] $98.00 per client per day $140.00 per client per day YY Ng.'A oaj� CONTRACT AND AGREEMENT FOR POST ADJUDICATION SERVICES OF JUVENILE OFFENDERS STATE OF TEXAS § COUNTY OF NUECES § NUECES COUNTY JUVENILE BOARD NUECES COUNTY ROBERT BARNES FACILITY RESIDENTIAL SERVICES October 1, 2013 — September 30, 2015 This Agreement is entered into by and between Nueces County Juvenile Board, at the request of and on behalf of the Nueces County Juvenile Probation Department (collectively referred to as "Service Provider") and Brazos County Juvenile Probation Department (referred to as "Juvenile Probation ") concerning residential care services provided at the Robert N. Barnes Regional Juvenile Facility by the Nueces County Juvenile Department pursuant to license granted by the Texas Juvenile Justice Department, and/or any other appropriate State agency with licensure or regulatory authority over the facility. ARTICLE I PURPOSE 1.01 The purpose of this Residential Services Agreement is to provide Juvenile Probation with long tern residential care for children adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. The placement facility to be utilized operated by Service Provider, and is located at 2310 Gollihar Rd, Corpus Christi, Texas 78415, ARTICLE 11 'TERM 2.01 The term of this agreement is for 24 months, commencing October 1, 2013 and ending September 30, 2015, unless one party notifies the other in writing, at least thirty (30) days prior to the expiration of said term. RESIDENTIAL CONTRACT Page 1 ��j pg,.?8� ARTICLE III SERVICES 3.01 Service Provider will provide the following level of care services: A. Moderate The level of care services delivery criteria as well as the required description of the characteristics of children will be in accordance with the definitions determined by the Texas Juvenile Justice Department. 3.02 Service Provider will perform the following services: A. Provide basic residential services, including: standard supervision by qualified adults, food and snacks, recreation, personal hygiene items, haircuts, transportation, school supplies, room, (rent, utilities, maintenance, telephone). B. Provide and document paraprofessional counseling, off- campus visits or furloughs, major incidents and worker contacts. Any and all costs associated with off - campus visits or furloughs will be paid by the parent or guardian. C. Initiate and document meetings and attempted meetings among Service Provider, Juvenile Probation staff and contracted children for the purpose of justifying continued placement. Justification shall be done at a minimum of every ninety (90) days. A copy of the placement justification shall be submitted to the Juvenile Probation Department within ten (10) working days. D. Ensure that the child's parent(s) or legal guardian(s) and the Juvenile Probation are notified if a child in placement makes an unauthorized departure, becomes seriously ill, or is involved in -a serious accident. The Probation Officer and parents will be informed immediately if during working hours. After normal working hours, every effort will be made to notify Juvenile Probation and the parents. In the event of serious illness or accident and for any required follow -up care Service Provider shall be responsible for having the child transported to the nearest hospital or emergency care facility. E. Provide to the Juvenile Probation Department a written Individualized Treatment/Case Plan developed in concert with the client and mutually agreed upon by the appropriate Service Provider staff and the Probation Officer within thirty (30) days of placement. Said individualized Treatment/Case Plan shall include measurement of progress towards goals in the following nine (9) domains: medical; safety and security; recreational; educational; mental/behavioral health; relationship; socialization; permanence; parent and child participation. Initiate and document meetings to review the Individualized Program Plan with the child and the assigned Residential Services Probation Officer at reasonable intervals, not to exceed ninety (90) days, to assess the child's progress toward meeting goals set forth, making modifications when necessary and determining the need for continued placement outside of the child's natural home. The Individualized Treatment Plan shall contain the reasons why the placement may benefit the client; shall specify behavioral goals and objectives being sought for each client; shall state how the goals and objectives are to be achieved in the RESIDENTIAL CONTRACT Page 2 placement; shall state how the parent(s), guardian(s), and, where possible, grandparents and other extended family members will be involved in the program plan to assist in preventing controlling the child's objectionable behavior. G. Maintain copies of the original Individualized Program Plan and the periodic reviews. H. Provide the Juvenile Probation Department with a written report of the child's progress on a monthly basis in a Monthly Progress Report 1. Document and maintain records of all goods and services provided to contracted children. These records shall contain, but are not limited to: hours of services provided, number of children served, average length of stay per client, total hours of counseling or treatment provided. These records shall be made available to Juvenile Probation for periodic inspection. J. Document and maintain records pertaining to the effectiveness of goods and services provided to contracted children. These records shall contain, but are not limited to: percentage of youth in program successfully achieving set educational goals, percentage of youth achieving set vocational goals, percentage of youth achieving set social skills goals, percentage of youth demonstrating overall progress, number and type of investigations made by the Department of Family and Protective Services or any law enforcement agency due to reports of abuse and/or neglect. These records shall be made available to Juvenile Probation for periodic inspection. K. Any and all medical, dental, psychiatric treatment and medication required to meet the needs of the child, as well as clothing, or other expenses not provided for in the Service Provider's program, shall be the sole responsibility of the said child's parent(s), guardian(s), court ordered appointed conservator or Juvenile Probation, to be paid by either Juvenile Probation or health insurance. However in no case shall a child he denied any needed medical /psychiatric treatment or clothing due to the inability to pay. ARTICLE IV EVALUATION CRITERIA 4.01 The performance of Service Provider in achieving the goals of Juvenile Probation will be evaluated on the basis of the output and outcome measures contained in this section. Juvenile Probation, at its discretion, may use other means or additional measures to evaluate the performance of Service Provider in fulfilling the terms and conditions of the Agreement. A. Juvenile Probation shall evaluate Service Provider's performance under this Agreement according to the following specific performance goals for Service Provider: 1. Ensure children complete residential placement. 2. Prevent re- referrals of children during the six (6) months following release from residential placement. RESIDENTIAL CONTRACT -- — — - -- Page 3 �Vn P9.���� B. Juvenile Probation shall additionally evaluate Service Provider by the following output measures (in actual numbers of units of service and activities): 1. The total number of children placed in residential placement. 2. The total number of children who were discharged from residential placement successfully. 3. The total number of re- referrals of children discharged from placements within six (6) months after release. 4. The total number of children who move down in their Level of Care. 5. The average length of time before a child moves down in the Level of Care. C. Juvenile Probation shall further evaluate Service Provider by the following outcome measures: 1. Percentage of children in residential placement who will complete their placement as a successful discharge. 2. Percentage of children who have completed their placement and not re- referrals within six (6) months after release. Notwithstanding the foregoing criteria for evaluation, nothing herein shall be construed as a guaranty of outcome or performance by any child. 4.02 Service Provider shall report on a monthly basis to Juvenile Probation as to each of the foregoing output and outcome measures. These reports will be reviewed by Juvenile Probation in order to monitor Service Provider for programmatic compliance with this Agreement. ARTICLE V COMPENSATION 5.01 For and in consideration of the above - mentioned services, Juvenile Probation agrees to pay the Service Provider the sum of 9S 0.00 per day for each juvenile, admitted under "Moderate" Level of Care. The daily rate shall be paid to the Service Provider from the initial intake date through the date prior to the exit date. There will be no charge on day of exit. 5.02 Psychiatric services will be provided to the child on an as needed basis and shall be billed to the Probation Department. The initial psychiatric/psychological evaluation for admission is required prior to acceptance into the program that has been conducted in within the last 12 months. 5.03 Service Provider will submit an invoice for payment of services to the Juvenile Probation Department on a monthly basis. Said invoice shall be submitted with ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: to be attributed to specific clients if appropriate, date service was rendered, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. Invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. RESIDENTIAL CONTRACT -- — Page 4 pg. .1% -. 5.04 If an emergency examination, EMS treatment, health care treatment, and/or hospitalization outside the Facility ( "Outside Treatment ") are required for a child placed in the Facility, the Administrator of the Facility is authorized to secure the Outside Treatment at the expense of the Juvenile Probation. Juvenile Probation agrees to indemnify and hold the Service Provider, its officers, administrator, representatives, agents, shareholders and employees from any and all liability for charges for Outside Treatment. The Administrator shall notify Juvenile Probation of outside treatment within twenty-four (24) hours of its occurrence. The Juvenile Probation Department shall make arrangements directly with vendors for the provision of, and payment for, routine medical expenses, including without limitation, hospitalization, prenatal services, and dental, for Post- Adjudication Program juveniles and other juveniles for whom the Administrator has not elected to secure such services as provided herein above. Notwithstanding the foregoing, the Service Provider will endeavor to seek and obtain all benefits available from other sources for eligible juveniles. Any income received by Service Provider from sources other than this contract, including but not limited to medical insurance coverage, or contributions from parents or others must be documented as to each juvenile for whom a billing is submitted and deducted from the invoice submitted to the Juvenile Probation Department. Documentation must include the name(s) and SID numbers of the parties receiving the services, the dates and time services were provided and such other information deemed necessary for adequate fiscal control. 5.05 Service Provider shall account separately for the receipt and expenditure of any and all state funds received from Juvenile Probation under this contract. Service Provider shall account separately for state funds received and expended utilizing the following Generally Accepted Accounting Practices (GAAP): 1. Service Provider has an outside audit completed on a yearly basis which specifies receipt and expenditure of State funds. Service Provider shall forward a copy of the annual outside audit to Juvenile Probation by March 1 following the end of the fiscal year. -- 2. If Service Provider does not obtain an annual outside audit, then Service Provider shall provide a separate accounting of funds received from Juvenile Probation in whole or in part paid from state funds. The accounting shall clearly list the state funds received from Juvenile Probation and account for expenditures of said funds including documentation of appropriate expenditures as well as the year's tax forms and documentation. The accounting shall be provided to Juvenile Probation thirty (30) days prior to the renewal date of the contract. 5.06 It is understood and agreed by Service Provider that this Agreement is funded in whole or in part with grant or state funds and shall be subject to termination without penalty, either in whole or in part, if funds are not available or are not appropriated by the Texas Legislature. 5.07 In the event that State Reimbursement Rates are increased during the duration of the terms of this contract, the new rates will become effective reflecting those of the increase. 5.08 Service Provider agrees to make claims for payment or direct any payment disputes to Juvenile Probation's Fiscal Officer. Service Provider will not contact other department employees regarding any claims of payment. RESIDENTIAL CONTRACT Page 5 �3 i ,Z90 5.09 Service Provider will provide certification of eligibility to receive State funds as required by Texas Family Code Section 231.006. 5.10 Except to the extent that a party to this Agreement seeks emergency judicial relief, the parties agree to negotiate in good faith in an effort to resolve any disputes related to this contract that may arise, no matter when the dispute may arise. if a dispute cannot be resolved by negotiation, the dispute shall be submitted to mediation before the parties resort to arbitration or litigation. The parties shall choose a mutually acceptable mediator to mediate the dispute, and the parties shall pay the costs of mediation services equally. ARTICLE VI ADDITIONAL TERMS & AGREEMENTS 6.01 Prior to transporting a child to the Facility for placement, the official authorizing the placement shall call the Facility to ensure that space is available. Placement of children by authorized officers of Juvenile Probation may be denied if space limitations require as determined by the Facility. 6.02 A child will only be accepted in the Facility upon receipt by the Facility Administrator of a proper order from the Juvenile Court of the County and other documentation required by Service Provider. 6.03 Each child placed in the Facility shall be required to follow the rules and regulations of conduct as fixed and determined by the Administrator and staff of the Facility. 6.04 If a child is accepted by the Facility from Juvenile Probation and the child thereafter is determined to be, in the sole judgment of the Administrator, mentally or physically unfit, dangerous, or unmanageable, unsuitable for the program or combination of such conditions or characteristics or whose mental or physical conduct would or might endanger the other occupants of the Facility, then the Administrator shall notify the Juvenile Probation Department of this determination. It will be the responsibility of Juvenile Probation to provide for the transportation for the removal of the child and shall be removed as soon as practicable, but in no event longer than seven (7) working days after notification. 6.05 Service Provider agrees that the Facility will accept any child who qualifies, without regard to such child's religion, race, creed, sex or national origin. 6.06 It is understood and agreed by the parties that children placed in the Facility under proper orders of the appropriate Juvenile Court shall not be discharged from the Facility until the Administrator of the Facility receives a written authorization from the Juvenile Probation Department that originally detained the child. 6.07 It is further understood and agreed by the parties that children placed in the Facility may be released to the Probation Officer or other appropriate authority of the Brazos County. 6.08 It is further understood and agreed by the parties that nothing in this contract shall be construed to permit Brazos County, its agents, servants, or employees in any way to manage, control, direct or instruct Service Provider, its director, officers, employees, agents, shareholders and designees in any manner respecting its work, duties or functions pertaining to the maintenance and operation of the Facility. However, it is also understood that the Juvenile Court of Nueces County shall control the conditions and terms of detention supervision as to a particular child pursuant to Texas Family Code, Section 51.12. RESIDENTIAL CONTRACT Page 6 6.09 Juvenile Probation reserves the right to terminate the client's placement with Service Provider at its discretion. Service Provider must not release a client to any person or agency other than Juvenile Probation without the express consent of an authorized agent of Juvenile Probation, ARTICLE VII EXAMINATION OF PROGRAM & RECORDS 7.01 Service Provider agrees that it will permit Juvenile Probation to examine and evaluate its program of services provided under the terms of this agreement and /or to review its record periodically. This examination and evaluation of the program may include site visitation, observation of programs in operation, interview and the administration of questionnaires to the staff of Service Provider and the children when deemed necessary. 7.02 Service Provider shall provide to Juvenile Probation such descriptive information contracted children as requested on forms provided by Juvenile Probation. 7.03 For purpose of evaluation, inspection, auditing or reproduction, Service Provider agrees to maintain and make available to authorized representatives of the State of Texas or Juvenile Probation any and all books, documents or other evidence pertaining to the costs and expenses of this Agreement. 7.04 Service Provider will keep a record of all services provided to Juvenile Probation under this Agreement, and upon reasonable notice will provide information, records, papers, reports, and other documents regarding services furnished as may be requested by Juvenile Probation. Service Provider will maintain the records (as referenced above) for three (3) years after the termination of this Agreement. 7.05 "Contractor understands that acceptance of funds under this contract acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Contractor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Contractor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through the Contractor and the requirement to cooperate is included in any subcontract it awards." ARTICLE VIII CONFIDENTIALITY OF RECORDS 8.01 Service Provider shall maintain strict confidentiality of all information and records relating to children involved in Juvenile Probation, and shall not re- disclose the information except as required to perform the services to be provided pursuant to this Agreement, or as may be required by law. ARTICLE IX DUTY TO REPORT 9.01 As required by § §261.101 and 261.405 of the 'texas Family Code, Service Provider shall report any allegations or incident of abuse, exploitation or neglect of any child (including but not limited to a juvenile that has been placed by Juvenile Probation) within twenty -four (24) hours from the time the allegation is made, to all of the following: RESIDENTIAL CONTRACT Page 7 / Sy, /2y� A. Local law enforcement agency (such as the Nueces County Sheriffs Office); B: Texas Juvenile Justice Department by submitting a TJJD Incident Report Form to facsimile number 1 -512- 424 -6717 (or if unable to complete the form within 24 hours, then by calling toll -free 1 -877- 786 -7263, followed by submitting the report within 24 hours of said call); and C. Brazos County Juvenile Probation Department to facsimile number 979.823.4211 (Attu: Chief Juvenile Probation Officer). ARTICLE X DISCLOSURE OF INFORMATION 10.01 Service Provider warrants that, prior to entering this contract, it has verified and disclosed the following information to Juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Service Provider's licensing authorities; B. Any and all litigation filed against the Service Provider, or against its employees, interns, volunteers, subcontractors, agents and/or consultants that have direct contact with juveniles; C. Any arrest of any employee, intern, volunteer, subcontractor, agent and/or consultant of the Service Provider that has direct contact with juveniles; D. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and exploitation investigation where an employee, intern, volunteer, subcontractor, agent and/or consultant of the Service Provider that has direct contact with juveniles was the alleged or designated perpetrator, E. The identity of any of the Service Provider's employees, interns, volunteers, subcontractors, agents- and/or consultants that have direct contact with juveniles that are registered sex offenders; and F. 'Be identity of any of the Service Provider's employees, interns, volunteers, subcontractors, agents and/or consultants that have direct contact with juveniles that have a criminal history. For the purpose of this Agreement, the term "criminal history" shall include: (1) current felony or misdemeanor probation or parole; (2) a felony conviction or deferred adjudication within the past ten years; or (3) a jailable misdemeanor conviction or deferred adjudication within the past five years. ARTICLE XI EQUAL OPPORTUNITY 11.01 Service Provider agrees to respect and protect the civil and legal rights of all children and their parents. During the performance of this contract the Service Provider agrees it: (a) Will not discriminate against any child, childcare provider, parent, employee or applicant for employment because of race, color, religion, sex or national origin including but not limited to employment, promotion, demotion or transfer, recruitment or advertising, lay -off or termination, rates of pay or other fors of compensation and selection for training, including apprenticeship. The Service Provider agrees to post in conspicuous places, available to RESIDENTIAL CONTRACT Page 8 VoL -_ 83 P9 employees and applicants for employment, notices to be provided setting forth the provision of this non - discrimination. (b) Will, in all solicitations or advertisement for employees placed by or on behalf of the Service Provider, state that all qualified applicants for positions in the Facility, will receive consideration for employment without regard to race, color, religion, sex, or national origin. (c) Shall abide by all applicable federal, state and local laws and regulations. ARTICLE XII ASSIGNMENT & SUBCONTRACT 12.01 Service Provider may not assign or subcontract any of its rights, duties and /or obligations arising out of this Agreement without the written consent of Juvenile Probation. ARTICLE XIII OFFICIALS NOT TO BENEFIT 13.01 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his/her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE XfV DEFAULT 14.01 Juvenile Probation may, by written notice of default to Service Provider, terminate the whole or any part of this Agreement, as it deems appropriate, in any one of following circumstances! A. If Service Provider fails to perform the work called for by this Agreement within the time specified herein or any extension thereof, or B. If Service Provider fails to perform any of the other material provisions of this Agreement, including failure to achieve the defined goals, outcomes, and outputs, or so fails to prosecute the work as to endanger the performance of this Agreement in accordance with its terms, and in either of these two circumstances after receiving notice of default, Service Provider does not cure such failure within a period often (10) days. C. Except to the extent that a party to this Agreement seeks emergency judicial relief, the parties agree to negotiate in good faith in an effort to resolve any disputes related to this contract that may arise, no matter when the dispute may arise. if a dispute cannot be resolved by negotiation, the dispute shall be submitted to mediation before the parties resort to arbitration or litigation. The parties shall choose a mutually acceptable mediator to mediate the dispute, and the parties shall pay the costs of mediation services equally - D. The prevailing party in any lawsuit arising out of this Agreement will be entitled to Attorney's fees from the other party, including actions for declaratory relief. RESIDENTIAL CONTRACT - - - _ Page 9 83 _ Pa. o2 9y E. All notices required under this Agreement shall be in writing. They shall be sent by fax or by registered U.S. mail, return receipt requested, to the party address. A party must provide notice of a change of address during the term of this Agreement. Unless specified otherwise, notices required in this Agreement shall be deemed to have been received when actually receive. Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing the provisions of the Agreement. G. The parties intend that, in construing and enforcing the provisions of the Agreement, mediators and judges shall give maximum effect to the principles of contractual freedom and contractual enforceability. H. If any court finds any provision of this Agreement to be invalid or unenforceable, this finding shall not affect the validity or enforceability of any other provision of the Agreement. I. No express or implied waiver by any party of any right of that party under this Agreement in any specific circumstance shall be considered to waive that right of that party in any other circumstance. J. The covenants and agreements in this Agreement are binding on and issued to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. ARTICLE XV TERMINATION 15.01 The term of this Contract shall be for a period of twelve months from the effective date: however, if either party feels in its judgment that the contract cannot be successfully continued, and desires to terminate this contract, then the party so desiring to terminate may do so by notifying the other party in writing, by certified mail or personal delivery of its intention to terminated: A. By thirty (30) days from the date of the of the intention to terminate; or B. Upon expenditure of available funds. 15.02 If at any time during the term of this agreement Juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy, Juvenile Probation may immediately suspend the effect of this Agreement, including but not limited to the obligation to pay, upon giving notice to the Service Provider. ARTICLE XVI WAIVER OF SUBROGATION 16.01 Service Provider expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Service Provider also waives any rights it may have to indemnification from Juvenile Probation. RESIDENTIAL CONTRACT Page 10 'z7 ARTICLE XVII SOVEREIGN IMMUNITY 17.01 This Agreement is expressly made subject to Nueces County Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver or any immunities from suit or from liability that Nueces County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. ARTICLE XVIII REPRESENTATIONS & WARRANTIES 18.01 Service Provider hereby represents and warrants the following: A. That it has all necessary right, title, license and authority to enter into this Agreement; B. That it hold all necessary licenses and staff certifications to provide the type (s) of services being contracted for, that it is in compliance with all statutory and regulatory requirements for the operations of its business and that there are no taxes due and owing to the State of Texas, the County of Nueces or any political subdivision thereof-, C. That it carries sufficient insurance to provide protection to Juvenile Probation and the indemnity provisions, as well as for any potential liability that arise form or related to this Agreement; and D. That all of its employees, interns, volunteers, subcontractors, agents and/or consultants will be properly trained to report allegations or incidents of abuse, exploitation or neglect of a juvenile in accordance with the requirements of Texas Family Code Chapter 261 and any applicable Texas Juvenile Justice Department administrative rules regarding abuse, neglect and exploitation allegations. ARTICLE XIX TEXAS LAW TO APPLY 19.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Nueces County, Texas. ARTICLE XX VENUE 20.01 Exclusive venue for any litigation arising from this Agreement shall be in Nueces County, Texas. ARTICLE XXI LEGAL CONSTRUCTION 21.01 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein. RESIDENTIAL CONTRACT --- - - - - -- -- - -. -__ Page 11 vol % 9,j _ pq 02f4 ARTICLE XXII PRIOR AGREEMENTS SUPERSEDED 22.01 - This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreement between the parties respecting the within subject matter. This Contract and Agreement is executed with the declared intention of the parties that this Contract and Agreement is a contract providing for the care of children who have committed an act of delinquency or an act indicating a need for supervision, and payment for such care will be made by the county for the children placed in the Facility by the Judge of the county having juvenile jurisdiction. ARTICLE XXIII PRISON RAPE ELIMINATION ACT 23.01 Service Provider shall comply with all federal, state, county, and city laws, ordinances, regulations and standards applicable to the provision of services described herein and the performance of all obligations undertaken pursuant to the Contract, including the Prison Rape Elimination Act of 2003 (PREA) which establishes a zero- tolerance standard against sexual assault of incarcerated person, including juveniles, and addresses the detention, elimination prevention, and reporting of sexual assault in facilities housing adult and juvenile offenders Under PREA, Service Provider shall make available to the CPO all incident -based aggregated data reports for every allegation of sexual abuse at its facility or facilities, and all such data may be requested by the Department of Justice from the previous calendar year no later than June 30'h [PREA § 115.87E and (f)]. EXECUTED IN DUPLICATE, EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. IN WITNESS WHEREOF, we here unto affix our signature this . � &day of 2013. NUECES COUNTY JUVENILE PROBATION DEPARTMENT Honorable Guy Williams, Chairman Homer Flores Nueces County Juvenile Board Director /Chief Juvenile Probation Officer 148Th District Court Judge RESIDENTIAL CONTRACT Page 12 BRAZOS COUNTY JUVENILE PROBATION DEPARTMENT Chairman, Juvenile Board vp�l g� Chief Juvenllf Probation Officer RESIDENTIAL CONTRACT Page 13 l /8j ,2 fk COMMISSIONER COURT MINUTES OF AUGUST 20, 2013 ARE CONTINUED IN VOLUME 184 PAGE 1 Vol. / 8'3 Pg. QO COMMISSIONER COURT MINUTES OF AUGUST 20, 2013 ARE CONTINUED FROM VOLUME 183 Vol. 'y Z/ Pg. /_ AGREEMENT FOR CONSTRUCTION OF TAX OFFICE SITE WORK RFP #2013- 62 BRAZOS COUNTY, TEXAS Agmemwi for Construction —(Tu Office Site Work) —RFP H 2013 - 62 / O el Page 1 TABLE OF ARTICLES 1. General Provisions 2. Owner 3. Contractor 4. Administration of the Contract 5. Subcontractors 6. Construction by Owner or by Separate Contractors 7. Changes in the Work 8. Time 9. Payments and Completion 10. Protection of Persons and Property 11. Insurance and Bonds 12. Uncovering and Correction of Work 13. Miscellaneous Provisions 14. Termination or Suspension of the Contract 15. Access to the Work 16. Standards 17. Prohibition against personal interest in the Contract 18. Prevailing Wage Rates 19. Authority to Contract Vol pg. I Agrccmcnt for Consmction — (fax Offmc Site Work) —RFP d 2013 - 62 Page 2 shall, however, with the consent of Owner, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Engineer's d uties. 1.1.2.1 SUMMARY OF THE CONTRACT PRICE: Contractor's Unit Price Schedule, Exhibit E, indicated a best and final offer of ONE MILLION ONE HUNDRED SIXTY EIGHT THOUSAND ONE HUNDRED FIFTY SEVEN and .0411.00 Dollars ($1,168,157.04). Owner and Contractor have further agreed to an adjusted contract amount of ONE MILLION ONE HUNDRED FORTY ONE THOUSAND FIVE HUNDRED NINETY EIGHT and .66/1.00 Dollars ($1,141,598.66) based upon Contractor's and Owner's agreement and acceptance of the following: Alternate B, HDPE pipe in lieu of RCP for the storm drain system (a reduction of $12,330.32) and Alternate D xxx site lights in lieu of the originally scheduled lights (a reduction of $14,228.07). 1.1.3 THE WORK: The term ' Work" means the construction and services required by the Contract, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. Although not indicated, "Work" includes providing supplementary or miscellaneous items, appurtenances and devices incidental to or necessary for a sound, secure, complete and functional installation. 1.1.4 THE PROJECT: The Project is the construction of the BRAZOS COUNTY TAX OFFICE SITE WORK in Brazos County, Texas as specified in the Contract Documents. The Project may include construction by the Owner or by separate contractors. 1.1.4.1 SUMMARY OF THE WORK: GENERALLY, the Project consists of the construction of 600 linear feet of cul -de -sac roadway, 8319 square yards of concrete parking, and the associated grading, drainage, utilities, SWPPP and etc. to support the development. The work shall be the site of the new Brazos County Tax Office and shall include all work as specified on the referenced drawings and specifications. This work does not include the construction of a building. 1.1.5 THE PLANS: The Plans are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.1.6 THE SPECIFICATIONS: The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services. 1.1.7 GENERAL DEFINITIONS: Construction industry technical terms not defined in the Contract Documents shall have the meanings given as listed in the latest edition of the AIA "Glossary of Construction Industry Terms." Those not specifically defined at Agreement for Construction — (Tax lice site work) —RFP A 2013_62 Page 4 Vol.: pg. I either place shall have the meanings commonly attributed to them by the particular trade involved. 1 Provide: shall be understood to mean: "Furnishing of all labor, materials, equipment, transportation and services referred to and installation of the materials, equipment and other items referred to, all in compliance with the requirement of the Contract Documents and applicable Federal, State and local laws and ordinances as well as requirements of Federal, State and local authorities having jurisdiction at the site of the Work." .2 Required: shall be understood to refer to the requirements of the Contract Documents unless its use in a sentence clearly implies a different interpretation. .3 Where "as shown," "as indicated," "as noted," and similar terms are used, it shall be understood that reference to the Contract Drawings is made, unless their use in a sentence clearly implies a different interpretation. .4 Where the terms "Plans" or "Drawings" are used, they shall be understood to include drawings, details and schedules as applicable. .5 Construction Time: the number of calendar days required to perform the work calculated from the date of signing of this Agreement until Substantial Completion as defined under Article 9.8. .6 Day: A calendar day beginning and ending at 12:00 midnight. .7 Equal; approved equal; Engineer approved; acceptable; approved; satisfactory; required; directed; instructed: Such terms and related phrases shall relate to the opinions and interpretations of the Contract Documents by the Engineer, unless otherwise stated, and shall be limited in authority and responsibility as defined under this Agreement and the contract between the Engineer and Owner. .8 Date of Final Completion: The date when Engineer and Owner find all the work of the Contract documents acceptable and the Contract fully performed. .9 Occurrence: Is defined as follows for purpose of insurance — An event which occurs during the policy period, or a continuous or repeated exposure to conditions which result, during the policy period in bodily injury, sickness or disease, or injury to or destruction of property, excluding injuries or deaths of one or more persons or organizations, including the loss of use thereof, resulting from a common cause or from exposure to substantially the same general condition existing at or emanating from each location shall be deemed to result from one occurrence. 10 Not —In— Contract ( N.I.C.): Work not included in this Contract. Agreement for Construction — (fax Office Site Work) —RFPM page Vol. /Y�Z pg. 1 shall' preceding the expressed verb, with the requirements described interpreted as mandatory elements of the Contract. .23 Evaluation: "Evaluation" and any derivative thereof, as used in reference to Engineer mean; to become generally familiar with the progress and quality of the portion of Work completed to determine in general if it is being performed in a manner indicating that the Work when completed may be occupied or utilized by the Owner for its intended use. Such evaluations shall be based on what is plainly visible at the construction site during periodic visits to the Project, and without the removal of material or other Work that is in place. .24 Inspect: 'Inspect' and any derivative thereof, as used in reference to the Engineer shall mean; Type of evaluation that a reasonably prudent Engineer, in the exercise of ordinary care, would make to determine if the Work is in general accordance with the Contract Documents; they are not "inspections" as would necessarily disclose a defect. 25 See: In the interest of conciseness, references to specification sections and details are preceded by the word "see." Any such references are to be interpreted to include applicable form of phrase "...and comply with." 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.2.1. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them. 1.2.2. Organization, of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed, nor limit the scope of work performed by any trade or by any Sub - contractor or supplier. 1.2.3. Unless otherwise stated in the Contract Documents, words which have well — known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.2.4 Precedence of the Contract Documents: The most recently issued Document takes precedence over previous issues of the same Document. The order of precedence is as follows with the highest authority listed as "A." A. Agreement B. Addenda # 1 C. RFP # 2013 - 63 D. Special Conditions E. Plans F. Unified Specifications of Bryan /College Station G. Unit Price Schedule H. Wage Rate _— (Page 7 Agreement for Construction — (Tu Office Sim Work) — RFP # 2013 - 62 Vol / fel Pg. L 1.2.5 Current Editions: When any work is governed by reference to standard, codes, manufacturer's instructions or other reference documents, the latest issue in effect on the original issue date of the Construction Documents shall apply whether or not the proper edition is noted. 1.2.6 Enumeration of Items: Lists of "work included," "work excluded" and "description of the work" and similar groupings are not intended to enumerate each and every item of work or appurtenance required therein, but shall be used in conjunction with all other portions of the Contract Documents to establish the requirements for completion of the Work or any portions thereof. 1.2.7 Reference Guarantees: When reference standards are made a part of the requirements, the warranties and guarantees they contain shall apply, except for the portions that are less stringent than those required by the Contract Documents or imply or state exclusions, limitations or waivers that are inconsistent with the requirements of the Contract Documents. 1.3 CAPITALIZATION 1.3.1 Terms capitalized in these General Conditions include those which are: (1) specifically defined; (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs and Clauses in the document, or (3) the titles of other documents published by the American Institute of Engineers. 1.4 INTERPRETATION 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. 1.5 EXECUTION OF CONTRACT DOCUMENTS 1.5.1 The Contract Documents shall be enumerated on attachment(s) to the Agreement and attachments(s) shall be signed by the Owner and Contractor as provided in the Agreement. 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions. under which the work is to be performed and correlated personal observations with requirements of the Contract Documents. Contractor shall verify the location of all easements established by the Plans before beginning the project. 1.6 OWNERSHIP AND USE OF ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS: 1.6.1. The Drawings, Specifications and other documents, including those in electronic form, prepared by the Engineer and/or Engineer's consultants are Instruments of the Engineer's service through which the Work to be executed by the Contractor is described. The Contractor may retain one contract record set. Neither the Contractor, nor any Subcontractor, Sub — subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Engineer or the Engineer's consultants, and unless otherwise indicated the Page 8 Agm=ent forContmction -Crn Office Site Work) -RFP # 2013 - 62 Engineer or the Engineer's consultants shall be deemed the author of them and will retain all common law, statutory and other reserved rights, in addition to the copyright, unless indicated differently in the Owner — Engineer Agreement. The Drawings, Specifications and other documents prepared by the Engineer, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub — subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the work without the specific written consent of the Owner, Engineer and /or Engineer's consultants. The Contractor, Subcontractors, Sub — subcontractors and material or equipment suppliers are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Engineer and /or Engineer's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Engineer and /or the Engineer's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Engineer's copyright or other reserved rights. 1.6.2 CONTRACTOR'S USE OF INSTRUMENTS OF SERVICE IN ELECTRONIC 1.6.2.1 FORM Engineer may furnish or sell, at an agreed upon cost, in CAD format, to Contractor, Subcontractor, Sub - subcontractor, and material and equipment supplier, or others Instruments of Service in electronic form (specifically AutoCAD Version 2013) for use solely with respect to this Project. The Contract Documents executed or identified in accordance with Subparagraph 1.5.1 shall prevail in case of an inconsistency with subsequent versions made through manipulatable electronic means involving computers. "Instruments of Service" are defined as "representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Engineer and the Engineer's consultants under their respective professional services agreements." 1.6.2.2 If required to be furnished, or if furnished, Engineer or Engineer's Consultants will furnish electronic data in software format in use by Engineer at the time Engineer's services are performed. Contractor, any Subcontractors or Sub - subcontractors, material or equipment suppliers, or others shall be responsible for proper storage, maintenance and conversions necessary to prevent degradation or obsolescence of data. Any change or modification in electronic data by Contractor, any Subcontractors or Sub - subcontractors, material or equipment suppliers, or others shall be at their sole risk and without liability or legal exposure to Engineer, Engineers consultants or Owner, and to fullest extent permitted by law, the Contractor, any Subcontractors or Sub - subcontractors, material or equipment suppliers agrees to hold harmless and indemnify Engineer, Engineer's consultants and Owner from and against all claims, liabilities, losses, damages and costs, including but not limited to reasonable attorney's fees, arising there from or in connection therewith. 1.6.2.3 The Contractor, any Subcontractors or Sub - subcontractors, material or equipment suppliers, and others understand that the conversion of electronic information and data supplied by the Engineer or Engineer's consultants from the system and format used by the Engineer or Engineer's consultants to an alternative or Agm mt for Construction — (Tex Office Site Work) —RFP 4 2013 - 62 8"e d Page IVOI �Fg'o upgraded system or format, whether performed by Engineer, Engineer's consultants or others, cannot be accomplished without the introduction of inexactitudes, anomalies, omissions and errors. In the event the electronic data furnished to the Contractor, any Subcontractors or Sub - subcontractors, material or equipment suppliers, is converted, they agree to assume all risks associated with such conversion. If Engineer and /or Engineer's consultants furnish electronic data, the Contractor, any Subcontractors or Sub - subcontractors, material or equipment suppliers, and others agrees to hold Engineer, Engineer's consultants and Owner harmless and to waive any and all claims, liabilities, losses, damages and costs arising out of, or in any way connected with, the conversion of electronic data supplied by the Engineer or Engineer's consultants. 1.6.2.4 If documents, including those in electronic form, are modified, revised or changed in any way by the Contractor, Subcontractor, Sub - subcontractor, and material and equipment supplier, or others, any reference to the Engineer and Engineer's consultant and any professional seals and signatures shall be removed from the documents. 1.6.2.5 In consideration for the use of the Drawings, Specifications and other documents, including those in electronic form, Contractor, Subcontractor, Sub - subcontractor, material and equipment supplier and others agree to indemnify, defend and hold harmless the Engineer, Engineer's consultants and Owner from and against, any claim or liabilities arising out of such use, ARTICLE 2 OWNER 2.1 DEFINITION 2.1.1 The Owner is Brazos County, Texas. The term "Owner" means the Owner or the Owner's authorized representative. The Owner's representative is Gary Arnold, Director of Planning and Traffic, or such other person as may from time to time be so designated by the Brazos County Commissioners Court to act on behalf of Owner. 2.1.2 The Owner upon reasonable written request shall furnish to the Contractor in writing information which is necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein at the time of execution of the Agreement and within five (5) days after any change, information of such change in title, recorded or unrecorded. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner shall furnish surveys describing physical characteristics and legal limitations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. 2.2.2 Except for permits and fees, including those required under Paragraph 3.7, which are the responsibility of the Contractor under the Contract Documents, Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction. e• Agreemcn[ for Construction— flex office Site Work) -RFP M 2013 - 62 / Page 10 i i 2.2.3 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness and complete and accurate to the best of the Owner's information and belief. Any other information or services relevant fo the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services. 2.2.4 Contractor will be furnished, free of charge, one set of Contract Documents in Adobe "PDF" file format suitable for plotting or printing. Contractor may use for limited purpose of making prints thereof required for use in performance of Work, in accordance with Paragraph 1.6. 2.2.5 The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion) and Article 11 (Insurance and Bonds). 2.3 OWNER'S RIGHT TO STOP THE WORK: If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or fails, more than once, to carry out Work in accordance with the Contract Documents, the Owner by written order may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. Owner does not waive the right to stop the work in any future situation if Owner waives this right in any one situation. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the .Contractor defaults or neglects to carry out the Work, or any portion thereof, in accordance with the Contract Documents or fails to complete, within the time period stipulated, any items of work scheduled (punch listed) to be done subsequent to the Date of Substantial Completion or fails to complete or correct any items of work disclosed subsequent to the Date of Substantial Completion and fails within a seven day period after receipt of written notice from Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then, or thereafter, due the Contractor the cost of correcting such deficiencies, including compensation for the Engineer's additional services and expenses made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor shall be done after consultation with the Engineer. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. 2.4.2 Neither Owner nor its officers, agents, or employees are in any way liable or accountable to Contractor or its Surety for any method by which completion of said Work, or any portion thereof, is accomplished or for price paid therefore, unless Surety is required to pay cost to complete the Project, in excess of the amount contained in the Owner- Contractor Agreement, as a, direct result of the Engineer's negligent Agr Mt for Construction - (Tm Office Sirc Work) -RFP N 2013 - 62 1 age 11 Vol issuance of Certificate(s) for Payment. Contractor and Surety are responsible for all costs for completing the Work including cost in excess of original Contract Sum. Owner does not forfeit right to recover damages from Contractor or Surety for failure to complete Contract by taking over the Work or by declaring Contract in default. Maintenance of the Work remains Contractor's and Surety's responsibility as provided for in Performance Bond and guarantee of Contractor. 2.4.3 The Owner reserves the right to: .1 observe the work, at any time, whenever it is in preparation or progress; .2 make emergency repairs to the work during the guarantee period, to prevent further damages and the Contractor shall pay for such repairs when necessitated by defects in the Contractor's work; .3 make changes to the work. 2.4.4 The Owner shall not be required to accept from the Contractor (unless specifically agreed upon): .1 Partial Substantial Completion; .2 Substantial Completion when it occurs prior to the expiration of the Construction Time. ARTICLE 3 CONTRACTOR 3.1 GENERAL 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Contractor' means the Contractor or the Contractor's authorized representative. 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Engineer in the Engineer's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Subparagraph 2.2.1, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Engineer as a properly prepared, timely Request For Information (RFI) in such form as the Engineer may require. 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Engineer, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design Page iz Agrecrnent for Construction— (Tm Office Site Work) —RFP 4200 -fit O T professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes and rules and regulations, unless they bear upon construction means, methods, techniques or safety and health precautions, but the Contractor shall promptly report to Engineer any nonconformity discovered by or made known to the Contractor as a Request For Information (RFI) in such form as the.Engineer may require. 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications, interpretations or instructions issued by the Engineer in response to the Contractor's notices or requests for information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Subparagraphs 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Engineer for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Engineer. 3.2.4 Contractor shall verify the location of all easements established by the Plans before beginning the project. 3.2.5 The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, using .the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall review, substantiate, and comply with current industry execution standards and manufacturer's current execution instructions and evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Engineer and shall not proceed with that portion of the Work without further written instructions from the Engineer. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with the Contractor. Page 1S Agreement for Construction — Cra Office Site Work) —RFPM 2013.62 '� i _-_J 3.3.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Engineer in-the Engineer's administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. 3.3.4 The Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. 3.3.5 Contractor is solely responsible for coordination of scope of Work for its own forces, and of Subcontractors and suppliers, and to complete all Work, whether performed by the Contractor or a Subcontractor. 3.3.6 The Contractor shall provide a full —time Project Superintendent with a minimum of five years of similar construction experience. Superintendent shall be approved by Engineer and permanently assigned to project until full completion of project. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. 3.4.2 The Contractor may make substitutions only if allowed by Contract Documents and with the consent of the Owner, after evaluation by the Engineer and in accordance with a Change Order, or by Owner's approval of a Substitution Request. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 3.5 WARRANTY 3.5.1 The Contractor warrants to the Owner and Engineer that all materials and equipment furnished under this Contract will be of good quality and new unless otherwise specified and that all Work will be provided in accordance with the requirements of the Contract Documents and will be of good quality, free of faults and defects. All Work not conforming to the requirements of the Contract Documents, including substitutions or changes made by the Contractor or any subcontractor, material supplier or equipment supplier that have not been specifically identified (PRIOR to Contract award) by means of a Letter of Notice to Engineer and properly accepted and authorized by Engineer, shall be considered defective and not in agreement with the requirements of the Contract Documents, and shall be promptly corrected in accordance with the requirements of Article 12 of this Agreement and amendments thereto as set forth in Supplementary Conditions or Modifications. Notation or listing of such substitutions or changes on shop drawings or other types of submittal will not be considered acceptable to Engineer whether or not such submittal has been reviewed or stamped by Engineer. Notice must be specific and transmitted in —RFP k 2 Agrm nt for Construction — (Tax Office Site Work) (113 - 62 Pegg 14 / ji'� / /� letter form. If required by Owner or Engineer, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment actually provided. This - warranty is not limited by the provisions of Paragraph 12.2. 3.5.2 Immediately prior to Date of Substantial Completion, Contractor shall execute and deliver to Engineer, a written warranty in approved form, stating that all materials and equipment provided and all work performed are in accordance with the requirements of the Contract Documents and authorized modifications and additions thereto; and further stating that Contractor guarantees, should any condition arise or be disclosed during the time of Contract warranty, which conditions are due to incomplete, or improper or defective materials, or due to incomplete or improper or defective workmanship or arrangement, such condition, together with all work affected in correcting such condition, shall be (upon written notice from Owner) promptly and satisfactorily corrected by Contractor at no additional cost to Owner. Contractor shall be fully responsible for the prompt, satisfactory completion of all warranty work whether performed by his own or subcontract personnel. 3.5.3 Work Covered by Warranty: Contractor's warranty shall cover all work under the Contract, whether or not any portion or trade has been assigned or sub —let. In the event any portion of the Work is performed by an assignee or subcontractor, Contractor shall obtain from such assignee and /or subcontractor a written warranty to Contractor and Owner covering their respective portion of the Work for the period required. Contractor shall deliver them, together with his own warranty, to Owner prior to final payment. Assigns' and subcontractors' warranties shall expressly provide that the same shall be enforceable directly by Owner, if he so elects, and shall run concurrently with Contractor's warranty, Warranty shall be secured by Contractor's Performance Bond as directed by Owner. 3.5.4 Time of Warranty: Contractor's warranty shall be for a period of one year from Date of Substantial Completion of the Work. Should a warranty required under any Section of the Specifications or of this Contract be for a period of more than one year, Contractor's and subcontractor's warranty, with respect to such work, shall be for such longer period. Warranty for work done subsequent to Date of Substantial Completion shall be for a period of one year from date of Final Completion or such longer period, if so specified. 3.5.5 Partial Occupancy: Should Owner occupy a portion of the Work before the date of Substantial Completion, the warranty period for that portion so occupied shall begin on the date of such occupancy as agreed in writing with Owner. 3.5.6 Objectionable Process: Where any material, process, or method or operation or application procedure is required, which in the opinion of the Contractor, would render the finished work unsuitable for the required warranty, then, before a bid is submitted, such unsuitable material, process, or application method shall be objected to in writing to Engineer, stating reasons therefore and recommending other alternate materials or methods so that the Work, when completed, will be suitable for the required warranty. In the event the Contractor's recommendations are approved, the work shall be installed in accordance therewith, and all changes in cost resulting there from shall be included in the Contract bid amount. Agreerocnt for construction — (fax Ofria Site Work) —P FP # 2013 - 62 / �� / Page 15 3.5.7 Under the requirements of this Paragraph 3.5, Contractor shall be responsible for: .1 Damages to the building contents and /or building utilities or services when damages result from use of faulty materials or negligent workmanship. .2 Warranting modifications accepted under subparagraph 3.5.6 above will give satisfactory results. .3 Warranting substitutions will be equal or superior to the specified item or method unless he specifically lists shortcomings in his request for making substitution. .4 Obtaining and enforcing all subcontract warranties with particular attention being directed to enforcement of warranty work by mechanical, electrical and plumbing subcontractors. 3.6 TAXES 3.6.1 Although Owner is a tax - exempt unit of local government, the Contractor shall pay all sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor which may not be within Owner's exemption that are legally enacted when Contractor's bids were received or negotiations between Owner and Contractor were concluded, whether or not yet effective or merely scheduled to go into effect. 3.6.2 Contractor requires all Subcontractors, Sub - subcontractors and suppliers to bill Contractor for all sales and use taxes on all materials and equipment incorporated into Project as clearly discernible separate item to facilitate Contractor's keeping tax as separate item of expense on records. Furnish this information to Owner to enable Owner to meet state reporting requirements 3.7 PERMITS, FEES AND NOTICES 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. Contractor shall not be required to pay fees to BTU (Bryan Texas Utilities) for this Project. 3.7.1.1 Owner shall secure and pay for health and environmental impact fees, and impact fees, and zoning regulation fees and permits. The Contractor shall secure and pay for sewer connection fees and all other permits and governmental fees, licenses and inspections necessary for proper execution of and completion of Work which are customarily secured after execution of Contract and which are legally required when bids are received or Contract is executed. 3.7.2 The Contractor shall .comply with and give notices required by applicable laws, statutes, ordinances, codes, rules, regulations and lawful orders of public authorities bearing on performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, unless they bear upon construction means, methods, techniques or safety and health precautions. However, if the Contractor observes that portions of the A�ecmeot fm Construction -(Tnx offim Site Work) -RFP Y 2011 - 02 / �' /� Page 16 Contract Documents are at variance therewith, the Contractor shall promptly notify the Engineer and Owner in writing and necessary changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Work, knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Engineer and Owner, the Contractor shall assume full responsibility for such Work and shall bear all the costs attributable for any and all repairs required for conformance, including but not limited to, any penalties, fines or other damages realized.. 3.8 ALLOWANCES 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against which the Contractor makes reasonable objection. 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the allowances, and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (1) the difference between actual costs and the allowances under Clause 3.8.2.2, and (2) changes in Contractor's costs under Clause 3.8.2.3. 3.8.3 Contingency Allowance is established in the Specifications and shall be processed pursuant to Section 01 21 13 of the Specifications. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superintendent with a minimum of five years of similar construction experience and necessary assistants who shall be in attendance at the Project site during performance of the Work. The Superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner and Engineer the name and qualifications of a proposed superintendent. The Owner or Engineer may reply within fourteen (14) days to the Contractor in writing stating: (1) whether the Owner or Engineer has reasonable objection to the proposed superintendent, or (2) that the Owner or Engineer requires additional time to review. Failure of the Owner or Engineer to reply within the fourteen (14) day period shall constitute notice of no reasonable objection. 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Engineer has made reasonable and timely objection. The Contractor shall not "r i age 17 Agreement for Commotion - (raz office Site Work) -RFP M 2013.62 / p� / 4/ O change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly (within thirty 30 days) after notification of contract award, shall prepare and submit for the Owner's and Engineer's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised monthly or at appropriate intervals as required by the conditions of the Work and Project whichever is less, shall be related to the entire Project to the extent required by the Contract Documents and shall provide for expeditious and practicable execution of the Work. 3.10.1.1 Owner may authorize construction activities to commence prior to completion of Drawings and Specifications. If Drawings and Specifications require further development at the time the initial construction schedule is prepared, Contractor shall: 1) allow time in the schedule for further development of Drawings and Specifications by Engineer, including time for review by Owner and Contractor and for Contractor's coordination of Subcontractors' Work, and 2) furnish to Owner, in a timely manner, information regarding anticipated market conditions and construction cost, availability of labor, materials and equipment, and proposed methods, sequences and time schedules for construction of Work. 3.10.2 The Contractor shall prepare and keep current, for the Engineer's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Engineer reasonable time, as defined by the Engineer to review submittals. If the Contractor fails to submit a schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Engineer. 3.10.4 Owner shall not be bound by any early completion deadline submitted in any schedule. 3.10.5 Owner does not approve or accept any schedule, but reserves the right to review, comment and reject. 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required submittal. These shall be available to the Engineer and shall be delivered to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub — subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. Page 18 Agmemeot for Construction — (7u Offim Site Work) —RFP N 2013 •62 3.12.2 Product Data are illustrations, standard schedules, performance charts, — instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Engineer is subject to the limitations of Subparagraph 4.2.7. Informational submittals upon which the Engineer is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Engineer without action. 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Engineer; Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Engineer without action. 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor and Sub - contractor represent to the Owner and Engineer that the Contractor and Sub - contractor have (1) reviewed and approved them, (2) have reviewed for compliance with the Contract Documents, (3) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (4) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents, and have approved the submittal. 3.12.7 The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Engineer. Such Work shall be in accordance with approved submittals. 1 The Contractor shall make all revisions as noted by Engineer and shall re— submit the required number of corrected copies of Shop Drawings, product data or samples until no exceptions are taken. The Contractor shall direct specific attention, by cover letter accompanying resubmitted Shop Drawings, to all revisions made in addition to those requested by Engineer on previous submissions, if any. 3.12.8 The Work shall be in accordance with approved submittals, except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Engineer's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Page 19 Agreement fat construction - (u Offim Sim Work) -"P# 2013 - 62 / Engineer in writing of such deviation at the time of submittal and the Engineer has given written approval to the specific deviation. The Contractor shall not be relieved. of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Engineer's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Engineer on previous submittals. In absence of such written notice the Engineer's approval of a re- submission shall not apply to such revisions. 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Engineer will specify performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other 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 the Engineer. The Owner and the Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Owner and Engineer have specified to the Contractor appropriate performance and design criteria that such services must satisfy. Pursuant to this Subparagraph 3.12.10, the Engineer will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. 3.12.11 When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, the Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, policies, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.13.2 Contractor shall assume full responsibility for protection and safekeeping of materials stored on premises. 3.13.3 Contractor shall provide all necessary precautions to protect public, visitors and Agem ax eent for Constriction —(T office Site Work) —RFP 0 2013. 62 / 8� /7 Page 20 tenants from activities of Contractor or his agents on project. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. 3.14.2 The Contractor shall not damage or endanger a portion of the Work, or fully or partially completed construction, by the Owner, or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner, or a separate contractor, except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner, or a separate contractor, the Contractor's consent to cutting or otherwise altering the Work. 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. 3.15.2 If the contractor fails to clean up as provided in the Contract Documents after reasonable notice from Owner of such failure, the Owner may do so and the cost thereof shall be charged to the Contractor. 3.16 ACCESS TO WORK 3.16.1 The Contractor shall provide governmental authorities who lawfully request access to the work, the Owner and Engineer proper facilities and equipment for access to the Work in preparation and progress wherever located. 3.17 ROYALTIES AND PATENTS 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent rights and shall hold the Owner and Engineer harmless from loss (including but not limited to attorney's fees, court cost, and other cost of defense), on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright, trademark, trade name, or similar property right or interest, or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Engineer. 3.18 INDEMNIFICATION [A similar Indemnification provision appears at ''M. INDEMNITY" in RFP 2013 — 62, Exhibit B. That provision is hereby eliminated and the following 3.18 INDEMNIFICATION shall govern indemnification of the Project.] 3.18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OWNER, ITS ELECTED OFFICIALS, APPOINTED OFFICIALS, OFFICERS, DIRECTORS, Agreement fm Comtruction — (raz office Site Work) -PFP k 2013 - 62 / Ow Page 21 EMPLOYEES, AGENTS AND REPRESENTATIVES, ENGINEER, ENGINEER'S CONSULTANTS (COLLECTIVELY REFERRED TO AS THE "INDEMNITEES ') FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, ARISING OUT OF, RESULTING FROM, OR OCCURRING IN CONNECTION WITH THE PERFORMANCE OF THE WORK PROVIDED THAT SUCH CLAIM, LIABILITY, DAMAGES, LOSS, COSTS OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE, OR DEATH OR TO INJURY TO, OR DESTRUCTION OF, TANGIBLE PROPERTY (OTHER THAN THE WORK ITSELF), INCLUDING THE LOSS OF USE THEREOF IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OF OR IN CONNECTION WITH: (A) A BREACH OF THE WARRANTIES PROVIDED BY THE CONTRACTOR; (B) THE WORK PERFORMED OR TO BE PERFORMED BY THE CONTRACTOR, ITS CONTRACTORS, SUB- CONTRACTORS, SUB - SUB - CONTRACTORS, AND SUPPLIERS, AND THEIR EMPLOYEES AND AGENTS; (C) ANY NEGLIGENT ACTION AND /OR OMISSION OF THE INDEMNITEES RELATED IN ANY WAY TO THE PROJECT WHETHER THE INDEMNITEES ARE NEGLIGENT IN WHOLE OR IN PART, AND EVEN WHEN THE LOSS IS CAUSED BY THE SOLE FAULT OR NEGLIGENCE (INCLUDING ACTS OR OMISSIONS THAT ARE CHARACTERIZED AS NEGLIGENCE PER SE, NEGLIGENCE PREMISED ON STRICT LIABILITY, OR ANY OTHER TYPE OF NEGLIGENCE) OF THE INDEMNITEES; OR (D) ANY FINES, PENALTIES, DAMAGES (INCLUDING PUNITIVE), LIABILITIES, COSTS AND EXPENSES IN CONNECTION WITH: (1) A VIOLATION OF ANY LAW, STATUTE, RULE, ORDINANCE, CODE OR OTHER REQUIREMENT OF PUBLIC AUTHORITIES; (2) MEANS, METHODS, PROCEDURES OR SEQUENCES OF EXECUTION OR PERFORMANCE OF THE WORK; AND (3) FAILURE TO SECURE AND PAY FOR PERMITS, FEES, APPROVALS, LICENSES AND INSPECTIONS FOR WHICH THE CONTRACTOR IS RESPONSIBLE UNDER THE CONTRACT DOCUMENTS. THE CONTRACTOR'S INDEMNITY OBLIGATION HEREIN SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY THAT WHOULD OTHERWISE EXIST AS TO A PARTY OR PERSON DESCRIBED IN THIS SECTION 3.18. THE SCOPE AND EXTENT OF THIS INDEMNITY SHALL NOT BE LIMITED BY THE AVAILABILTY OF COVERAGE UNDER THE CONTRACTOR'S INSURANCE AND SHALL NOT LIMIT INDEMNITEES' OTHER LEGAL REMEDIES AGAINST CONTRACTOR OR ANY OTHER PERSON OR ENTITY. THIS INDEMNIFICATION PROVISION SHALL SURVIVE TERMINATION OF THE CONTRACT. 3.18.2 In claims against any person or entity indemnified under Paragraph 3.18 by an employee of the Contractor, a Subcontractor, Sub - Sub - contractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Paragraph 3.18 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 3.18.3 The obligations of the Contractor under Paragraph 3.18 shall not extend to the liability of the Engineer, the Engineer's consultants and agents and employees of any of them arising out of: (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications; or (2) the giving of, or the Pa e22 Agreement for COIISWCL011— (Tan Off= Sim Work) —RFP U 2013 - 62 / �� �i g failure to give, directions or instructions by the Engineer, the Engineer's consultants and agents and employees of any of them, provided such giving, or failure to give, is the primary -cause of the injury or damage. The indemnity for the Engineer, the Engineer's Consultants, agents and employees does not extend to any indemnity prohibited by Section 130.003 of the Texas Civil Practice and Remedies Code. 3.19 ADDITIONAL REQUIREMENTS 3.19.1 Contractor shall submit to Engineer, in writing, all substitutions proposed PRIOR TO the bid opening date. Contractor shall furnish sufficient data for evaluation. To be acceptable for project use, substitutions must be approved in writing by Engineer or by appropriate addendum. 3.19.2 Contractor shall follow manufacturer instructions. Where such instructions are in conflict with the Contract Documents, Contractor shall notify Engineer for clarification before proceeding. A copy of the manufacturer's instructions shall be kept at job site and made available to Engineer. 3.19.3 Contractor shall stop the Work affected when notified of a proposed change and when unsatisfactory results are anticipated. Contractor shall proceed only after receiving additional instructions from Engineer. 3.19.4 Contractor shall establish and maintain bench marks, and all other grades, lines, and levels necessary for the Work, report errors and inconsistencies to Engineer, in writing, before commencing work affected. Contractor shall be responsible for placement of Project Work and shall make all corrections necessary to achieve an accurate layout of Project Work. 3.19.5 Contractor shall provide acceptable access facilities to the Work for the Owner, Engineer, and all local, State and Federal authorities having jurisdiction. All access facilities shall be made safe and reasonably convenient. 3.19.6 Contractor shall prepare quotations, for proposed changes in the Work. Quotations shall be in a 'break —down form giving the number of units, unit cost of materials, tool costs, taxes, overhead, profit, etc. Quotations shall reflect credits as well as extras. 3.19.7 Contractor shall furnish written warranties using the form directed by Owner or Engineer. 3.19.8 Contractor shall secure required inspection certificates and transmit them to Engineer and Owner. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.0 SCHEDULE OF WORK (at a maximum, in calendar days) Day 0: Approval of this Agreement by the Brazos County Commissioners Court No Later than Day 3: Contractor submits the items required by Exhibit C, Special Conditions, 19. SUBMITTALS to Engineer for response Ageemem for Construction —(ru office Site Work) —RFP A 2013 - 62 / / Page 23 L No Later than Day 17: Engineer provides response to submittals to Contractor No Later than Day 19: Notice to Proceed is delivered to Contractor No Later than Day 90: Contractor attains Substantial Completion No Later than Day 100: Contractor attains Final Completion 4.1 ENGINEER 4.1.1 The Engineer is the person lawfully licensed to practice Engineering, or an entity lawfully practicing Engineering identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Engineer" means the Engineer or the Engineer's authorized representative or such representative as the Engineer may designate, who may be employed by the Engineer as a consultant. 4.1.1.1 Each of these terms; "Engineer," or "A/E" shall mean Engineer, or an affiliate as otherwise provided in the Contract Documents, or duly authorized representatives, such representatives acting severally within scope of particular duties entrusted to them, unless otherwise provided in Contract Documents. 4.1.2 Duties, responsibilities and limitations of authority of the Engineer as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Engineer. Consent shall not be unreasonably withheld. 4.1.3 In case of termination of employment of the Engineer, the Owner shall appoint a new Engineer whose status under the Contract Documents shall be that of the former Engineer. 4.2 ENGINEER'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Engineer, acting in consultation with Owner's representative, will provide administration of the Contract as described in the Contract Documents: (1) during construction; (2) until final payment is due, and (3) with the Owner's concurrence, from time to time during the correction period described in Paragraph 12.2. The Engineer will advise and consult with the Owner. The Engineer will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with other provisions of the Contract; however, such authority shall not be considered or construed as creating a fiduciary relationship between the Engineer and Owner. 4.2.2 The Engineer, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by Owner and Engineer, and as Engineer deems necessary: (1) to become generally familiar with and to keep the Owner informed about the progress and aesthetic quality of the portion of the Work completed; (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work observed is being performed in a manner indicating that the Work, when completed, will be in general accordance with the Contract Documents. However, the Engineer will not be required to make exhaustive or continuous on -site evaluations or inspections to check the quality or quantity of the Work. The Engineer will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, Agrecmcnt for Construction — (Tax Ofricc Site Work) —RFF 8 2013.62 _ Page 24 �_ pg._ �— sequences or procedures, or for the safety or health precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Subparagraph 3.3.1. 4.2.2.1 Contractor shall reimburse Owner for compensation paid to Engineer for additional site visits made necessary by fault, neglect or request of Contractor. 4.2.3 The Engineer will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided in Paragraph 33. The Engineer will not be responsible for the Contractor's failure to perform the Work in accordance with the Contract Documents or failure to complete Work on schedule. The Engineer will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2.4 Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate through the Engineer. Communications by and with the consultants shall be through the Engineer, unless otherwise approved by the Engineer. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. The Engineer's presence at the Project Site shall not imply concurrence or approval of the work. Contractor shall call specific items to the Engineer's attention in writing if he wishes to obtain Engineer's opinion. 4.2.5 Based on the Engineer's observations and evaluations of the Contractor's Applications for Payment, the Engineer will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Engineer has authority to reject Work which does not conform to the Contract Documents. Whenever the Engineer considers it necessary or advisable for implementation of the intent of the Contract Documents, the Engineer will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Engineer to the Contractor, Subcontractors, materials and equipment suppliers, their agents or employees, or other persons performing portions of the Work. All costs made necessary by such failure, including those of repeated procedures shall be at Contractor's sole expense, including compensation for Engineer's services and expenses. 4.2.7 The Engineer will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Such review and action on the part of the Engineer is limited to only those submittals required by the Contract Documents. The Engineer's action will be taken with such reasonable promptness as Age ent for Conswction —(Tu office Site Work)— RFP(12013 -62 - / �� age 25 Vul a SC to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Engineer's professional judgment to permit adequate review by the Engineer, Engineer's consultants and Owner, if needed. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Engineer's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12. The Engineer's review shall not constitute approval of safety or health precautions or, unless otherwise specifically stated by Engineer, of any construction means, methods, techniques, sequences or procedures. The Engineer's review or approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Engineer will prepare Change Orders and Construction Change Directives, or other change documents for changes in the Work for the Owner's approval and execution, and the Engineer may authorize minor changes in the Work as provided in Paragraph 7.4. 4.2.9 The Engineer and Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion. The Engineer may receive and forward to the Owner for the Owner's review and records written warranties and related documents as required by the Contract Documents and assembled by the Contractor, and will issue a final Certificate for Payment based upon final inspection indicating the Work complies with the requirements of the Contract Documents. 4.2.10 If the Owner and Engineer agree, Engineer will provide one or more project representatives to assist in carrying out the Engineer's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. 4.2.11 The Engineer will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Engineer shall be furnished in compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the Engineer to furnish such interpretations until twenty (21) days after written request is received. 4.2.12 Interpretations and decisions of the Engineer will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. 4.2.13 The Owner's and Engineer's decisions on matters relating to aesthetic effect will be final, if consistent with the intent expressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money and extension of time or other relief with respect to the terms of the Contract. The term Agrecrucnt for construction— Cru Office Site Work) —RFP # 2013 - 62 /� / page 26 "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of, or relating to, the Contract. Claims must be made by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. 4.3.1.1 Claims must contain following: .1 Date of the event giving rise to such Claim and, if applicable, date when the event ceased; .2 Nature of occurrence or condition giving rise to the Claim; .3 Identification of contractual provisions affected and a detailed explanation of how the Claim is contrary to those provisions; .4 An estimate of effect upon the Contract Sum, including an itemized breakdown of additional cost, if any; .5 An estimate of the effect upon the Project Schedule, including a comparison of Project Construction Schedule and schedules prepared in connection with the Claim. If required by Owner or Engineer, this shall include showing in CPM format, both critical and non - critical path activities affected and showing Project Construction Schedule and Claim sequences, durations and float substantiating delay claimed. 4.3.2 Decision of Engineer. Claims, including those alleging an error or omission by the Engineer, shall be referred initially to the Engineer for action as provided in Paragraph 4.4. A decision by the Engineer and Owner, as provided in Subparagraph 4.4.4, shall be required as a condition precedent to litigation of a Claim between the Contractor and Owner as to all such matters arising prior to the date final payment is due, regardless of: (1) whether such matters relate to execution and progress of the Work, or (2) the extent to which the Work has been completed. 4.3.3 Time Limits on Claims initiated prior to Final Payment. Claims by either party must be initiated and submitted within twenty -one (21) days after occurrence of the event giving rise to such Claim or within twenty -one (21) days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated and submitted by written notice to the Engineer and the other party. An additional Claim made after the initial Claim has been implemented by Change Order will not be considered unless submitted in a timely manner. " 4.3.4 Continuing Contract Performance. Pending final resolution of a Claim, unless otherwise agreed in writing or as provided in Sub - paragraph 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.3.5 Waiver of Claims: Final Payment. The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. 4.3.6 Claims for Concealed or Unknown Conditions. [A similar provision appears at "14. DIFFERING SITE CONDITIONS" in Special Agreement for Construction— (TmcOffice Site Work) —RFP X2013.62 /�(// a, 27 Conditions Brazos County Tax Office, Exhibit C. That provision is hereby eliminated and the following 4.3.6 Claims for Concealed or Unknown Conditions shall be effective for the Project.] If conditions are encountered at the site which are: (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents, or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed. The Engineer will promptly investigate and evaluate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Engineer determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Engineer shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made and submitted within twenty -one (21) days after the Engineer has given notice of the decision. If the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Engineer for initial determination, subject to further proceedings pursuant to Paragraph 4.4. 4.3.7 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Paragraph 10.6. If the Contractor believes additional cost is involved for reasons including but not limited to: (1) a written interpretation from the Engineer; (2) an order by the Owner to stop the Work where the Contractor was not at fault; (3) a written order for a minor change in the Work issued by the Engineer; (4) failure of payment by the Owner; (5) termination of the Contract by the Owner; (6) Owner's suspension, or (7) other reasonable grounds, Claim shall be filed in accordance with this Paragraph 4.3. 4.3.8 Claims for Additional Time 4.3.8.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall demonstrate that the task is on the critical path and identify the new completion date. In the case of a continuing delay, only one Claim is necessary. 4.3.8.1.1 The Contractor's request for an increase in the time shall be submitted with pay applications. The delay impacting the critical path shall be addressed no later than the pay application for the month following the month in which the time was lost. 4.3.8.1.2 Only delay impacting the critical path of the Work shall be considered when determining if Contractor is entitled to additional time. 4.3.8.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by the agreement between Owner's representative and Contractor's representative that a rain or mud day occurred. Such agreement shall not be unreasonably withheld by either party; however, both parties understand and Agreemmt for Conswction — (Tax Office Site Work) —RFP M 2013 - 62 / �/ I Page 28 agree that the final allowance for any delay based upon adverse weather conditions shall be at the discretion of the Brazos County Commissioners Court. 4.3.8.3 Claims for increase in Contract Time shall set forth in detail the circumstances that form the basis of the Claim, date upon which each cause of delay began to affect progress of Work, date upon which each cause of delay ceased to affect progress of Work and the number of days' increase in Contract Time claimed as a consequence of each such cause of delay. Contractor shall provide such supporting documentation as Owner or Engineer may require including, where appropriate, a revised construction schedule indicating all activities affected by circumstances forming the basis of the Claim. 4.3.8.4 Contractor shall.not be entitled to a separate increase in Contract Time for each one of the number of causes of delay which may have concurrent or interrelated effects on progress of Work or for concurrent delays due to fault of Contractor. 4.3.9 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party's employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty -one (21) days after first observance. The notice shall provide sufficient detail to enable the other party to investigate and evaluate the matter. 4.3.10 If unit prices stated in the Contract Documents, or subsequently agreed upon, and if quantities originally contemplated in the Plans are materially changed in a proposed Change Order or Construction Change Directive, so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. For purposes of this provision, "Materially" shall mean a change in quantity of at least twenty -five percent (25 %) and a change in price of at least ten thousand dollars ($10,000.00). 4.3.11 Owner reserves the right to audit the Contractor's costs and bid documents, regarding the Project, if Contractor files a claim against Owner. 4.3.12 Contractor, not owner, shall handle any disputes which may arise between subcontractor and owner. 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 Decision of Engineer: Claims, including those alleging an error or omission by the Engineer but excluding those arising under Paragraphs 10.3 through 10.5, shall be referred initially to the Engineer for decision. An initial decision by the Engineer shall be required as a condition precedent to mediation, arbitration (if allowed) or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due, unless thirty (30) days have passed after the Claim has been referred to the Engineer with no decision having been rendered by the Engineer. The Engineer will not decide disputes between the Contractor and persons or entities other than the Owner. Agreement for Construction — rru Office Site Work) —RFP # 2013 - 62 / / age 29 P 4.4.2 The Engineer will review Claims and within twenty -one (21) days of the receipt _. of the Claim -take one or more of the following preliminary actions within ten (10) days of receipt of a Claim: (1) request additional supporting data from the claimant or a response with supporting data from the other party; (2) reject the Claim in whole or in part; (3) recommend approval of the Claim by the other party; (4) suggest a compromise, or (5) advise the parties that the Engineer is unable to resolve the Claim, if the Engineer lacks sufficient information to evaluate the merits of the Claim or if the Engineer concludes that, in the Engineer's sole discretion, it would be inappropriate for the Engineer to resolve the Claim. 4.4.3 In evaluating Claims, the Engineer may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Engineer in rendering a decision. The Engineer may request the Owner to authorize retention of such persons at the Owner's expense. 4.4.4 If the Engineer requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten (10) days after receipt of such request and shall either, provide a response on the requested supporting data, advise the Engineer when the response or supporting data will be furnished, or advise the Engineer that no supporting data will be furnished. Within twenty-one (21) days of receipt of the response or supporting data, if any, the Engineer will either reject or approve the Claim in whole or in part. 4.4.5 If a Claim has not been resolved after consideration of the foregoing and of further evidence presented by the parties or requested by the Engineer, the Engineer will notify the parties in writing that the Engineer's decision will be made within seven (7) days. Upon expiration of such time period, the Engineer will render to the parties the Engineer's written decision relative to the Claim. If any change in the Contract Sum or Contract Time or both is included as part of the Engineer's decision, Engineer will be required to submit his decision to the Brazos County Commissioners Court for final approval. If there is a surety and there appears to be a possibility of a Contractor's default, the Engineer may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub — subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub— subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub — subcontractor or an authorized representative of the Sub— Agreement for Conshuction — (Tex Offim Site Work) —RFP M 2013 - 62 O 5 ° ! Tge 30 subcontractor. 5.1.3- Engineer and Engineer's consultants may, but are not required to, communicate directly with any Subcontractor, Sub - subcontractor, or materials supplier when it is necessary to obtain information necessary for the Engineer or Engineer's consultants to complete its services on the Project. The Engineer shall endeavor to keep Contractor informed of conversations. Requests for information, interpretation or clarification, and correspondence must all be in writing and must be routed through Contractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, upon award of the Contract, shall furnish in writing to the Owner through the Engineer the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the work. The Engineer will Promptly reply to the Contractor in writing stating whether or not the Owner or the Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Engineer to reply promptly shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to which the Owner or Engineer has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Engineer has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Engineer has no reasonable objection. The Contract Sum shall be increased or decreased by the difference in cost occasioned by such change and an appropriate Change Order shall be issued. However, no increase in the Contract Sum shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required." 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected, if the Owner or Engineer makes reasonable objection to such change. Acceptance of the substitute Subcontractor after previous acceptance of a Subcontractor for any portion of the work shall not constitute reason for an increase in the Contract amount. 5.3 SUBCONTRACTUAL RELATIONS. By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these . Documents, assumes toward the Owner and Engineer. Each subcontractor agreement shall preserve and protect the rights of the Owner and Engineer under the .Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the F e31 Agrammt for COnslNCtion - (Taz Oda Site Work) -RFP 4 2013 - 62 / �� � `O P, - benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub— subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors shall similarly make copies of applicable portions of such documents available to their respective proposed Sub — subcontractors. 5.3.2 Contractor is fully responsible for acts and omissions of Subcontractors, and persons either, directly or indirectly, employed by them or under their control, as Contractor is for their own employees. 5.3.3 Nothing in Contract Documents creates any contractual relationship between any Subcontractor or Sub - subcontractor, or other tiers, and Owner or Engineer, except for provisions in paragraph 5.4. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 Assignment is effective only after termination of the Contract by the Owner for cause pursuant to Paragraph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor in writing, and .2 Assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. 5.4.2 Upon such Assignment, if the Work has been suspended for more than thirty (30) days, the Subcontractor's compensation shall be equitably adjusted. 5.4.3 Contractor will provide copies of its subcontracts, agreements and current information on status of its accounts, upon demand by Owner. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces and to award separate contracts in connection with other portions of the Project or other construction of operations on the site under Conditions of the Contract identical, or substantially similar, to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Paragraph 4.3. Agreement for construction — (Tax Office Site Work) —RFP 4 2013 - 62 — age 32 6.1.2 When separate contracts are awarded for different portions of the Project or other construction of operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner— Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule and Contract Sum deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles, 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Engineer apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor to report shall constitute an acknowledgment that the Owner's or separate contractors' completed, or partially completed construction, is fit and proper to receive the Contractors Work, except as to defects not then reasonably discoverable. 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, and damage to the Work or defective construction of a separate contractor. 6.2.4 The Contractor shall promptly remedy damage caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2.5. 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. Agrcemem for Construction— (Tex Office Site Work) —RFPA 2013 -62 / �� J Page 33 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the- responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up after reasonable written notice and the cost will be paid by those responsible. ARTICLE 7 CHANGES IN THE WORK 7.1 CHANGES 7.1.1 Changes in the Work may be accomplished after execution of the Contract and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Engineer; a Construction Change Directive requires agreement by the Owner and Engineer and may or may not be agreed to by the Contractor and an order for a minor change in the Work may be issued by the Engineer alone. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 If unit prices are stated in the Contract Documents, or subsequently agreed upon, and if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared by the Engineer and signed by the Owner, Contractor and Engineer, stating their agreement upon all of the following: .1 a change in the Work; .2 the amount of the adjustment in the Contract Sum, if any, and .3 the extent of the adjustment in the Contract Time, if any. 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order prepared by the Engineer and signed by the Owner and Engineer directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total Agreement for Cnnstmction — (Tex Office Site Work) —HFP A 2013 - 62 Val. - l _FSz pg.�13 Page 34 agreement on the terms of a Change Order, 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract - Sum, the adjustment shall be based on one of the following methods: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating date to permit evaluation; .2 unit prices stated in the Contract Documents or subsequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 as provided in Subparagraph 7.3.6. 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Engineer of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Engineer on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Engineer may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' or workmen's compensation insurance; .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; .5 additional costs of supervision and field office personnel directly attributable to the change; and .6 the maximum allowance for overhead and profit combined included in the total cost to Owner shall be based on the following schedule: A. for Contractor, for any work performed by his own forces, 15% of the cost; B. for each subcontractor involved, work performed by his own forces, 10% of the cost; C. for Contractor, for work performed by his subcontractor, 5% of the amount due the subcontractor. Agreement for Construction —(Tex Offia Site Work) —RFF 0 2013.62 ge 35 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Engineer. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any; with respect to that change. If the net value of a change results in a credit from Contractor or subcontractor, the credit given shall be the net cost, overhead and profit. 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Engineer will make an interim determination for purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4. 7.3.9 When the Owner and Contractor agree with the determination made by the Engineer concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. 7.4 MINOR CHANGES IN THE WORK 7.4.1 To the extent allowed by law, the Engineer has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 The Contractor shall achieve Substantial Completion of the Work not later than Ninety (90) days from the date of commencement, subject to adjustments of the time for completion as provided in this Agreement. 8.1.2 The date of commencement of the Work shall be effective upon permit acquisition following the final approval of the Agreement and receipt by the Contractor of the written notice to proceed from either the Owner or the Engineer." 8.1.3 The date of Substantial completion is the date certified by the Engineer in accordance with Paragraph 9.8. 8.1.4 The term "day" as used in the contract documents shall mean calendar day. 8.1.5 The term "critical path" as used in the Contract Documents shall mean the project's tasks that will cause the project end date to be delayed if they are delayed. The word "critical" does not imply how important a task is; a task is critical solely Agreement for ConMict ion — (Tax Office Site Work) —P FP 4 2013 - 62 ; / Rage 36 because it must occur as scheduled for the project to finish on time. 8.1.6 The term "free slack time" as used in the Contract Documents shall mean the amount of time a task can be delayed without delaying another task. 8.1.7 The term "total slack time" as used in the Contract Documents shall mean the amount of time a task can be delayed without delaying the finish date of the project. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in this Agreement are of the essence of the contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere or store materials or equipment on site prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents and a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five (5) days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.2.4 Contractor and their Subcontractors shall complete and coordinate Work in accordance with established schedule. 8.2.5 Contractor is responsible for expediting Work, identifying potential conflicts and coordination problems, and proposing measures to avoid such problems 8.2.6 Whenever it becomes apparent that any activity completion date may not be met, unless delay is related to an approved extension of time, Contractor shall take some or all of following actions and submit supplementary schedule indicating effect of action on progress and completion of Work, all without additional costs to Owner; .1 increase number of working hours per shift, shifts per working days, working days per week, or amount of construction equipment, or any combination of foregoing which will substantially eliminate backlog of Work, and put Project back on schedule, and /or, .2 increase construction manpower in such quantity as will substantially eliminate backlog of Work, and put Project back on schedule, andlor, .3 reschedule activities to achieve maximum practical concurrency of accomplishment of activities, and put Project back on schedule. 8.2.7 If Contractor fails to take any of actions indicated in subparagraph 8.2.6 within three (3) days after receiving written notice, Owner may take action to attempt to put Project back on schedule, and deduct cost of such actions from money due or to become due Contractor, or shall be grounds for determination by Owner that Contractor Agra nt for Construction - (rau Office Site Work) -RFP # 2013 - 62 I t n i / ¢i/ r' M1 ` age 37 r is not prosecuting Work with such diligence as will insure completion within Contract Time. Upon such determination, Owner may terminate Contractor's right to proceed with - Work, -or any separable part thereof, in accordance with provisions of Article 14. 8.2.8 Contractor shall bear cost of any services of Engineer made necessary by delays in completion of Work due to actions or inactions of Contractor or any Subcontractors. Contractor shall promptly pay any such cost upon demand by Owner. At Owner's option, these costs may be deducted from any amounts otherwise due Contractor. 8.3 DELAYS AND EXTENSION OF TIME 8.3.1 Except as otherwise provided in the Contract Documents, if the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Engineer, or of an employee of either, or of a separate Contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, adverse weather conditions as provided for in 4.3.8.2, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner, or by other causes which the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Engineer, Owner, and Contractor may determine. 8.3.2 There will be no delay claims by Contractor if the Contractor finishes the Project early, even if owner delays the work. 8.3.3 Claims relating to time shall be made in accordance with applicable provision of Paragraph 4.3. 8.3.4 If Contract Time is extended pursuant to paragraph 8.3 for no more than fourteen (14) days, such extension shall be the exclusive remedy of Contractor and said Contractor shall not be entitled to recover damages from Owner or Engineer. 8.3.5 Owner's exercise of any of its rights under "ARTICLE 7 - CHANGES IN THE WORK," regardless of the extent of number of such changes, or requirement of correction or re- execution of defective work, or extent of number of Engineer's interpretations or clarifications of the Contract Documents, shall not, under any circumstances, be construed as neglect or intentional interference with Contractor's performance of the Work. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is ONE MILLION ONE HUNDRED FORTY ONE THOUSAND FIVE HUNDRED NINETY EIGHT and .6611.00 Dollars ($1,141,598.66) and, subject to authorized adjustments as provided in this Agreement, is the total amount payable by the Owner to the Contractor for performance of the Work. 9.2 UNIT PRICING This Agreement is a unit price contract. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 Unless otherwise provided in the Contract Documents; at least twenty (20) days Agreemmt for Constriction- rra office Site Work) -RFP 0 2013 - 62 �; / �� SJ Page 38 before the date established for each progress payment, the Contractor shall submit to the Engineer an itemized Application for Payment for operations completed in -accordance with the schedule of values. Such application shall be notarized and _ supported by such data substantiating the contractor's right to payment including the most current Contractors Construction Schedule and /or copies of requisitions from Subcontractors and material providers as the Owner or Engineer may require, and reflecting retainage if provided for elsewhere in the Contract documents. 9.3.1.2 Such applications may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason. 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors,. material suppliers or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.3.4 The Contractor shall submit his Application for Payment, amounting to 95% of the cost of the work performed and 95% of the materials on hand in accordance with paragraph 9.3.2 above, as of the last day of each month. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Engineer will, within seven (7) days after receipt of the Contractor's Application for Payment and the Engineer's site visit, either, issue to the Owner a Certificate for Payment for such amount as the Engineer determines is properly due or notify the Contractor and Owner in writing of the Engineer's reasons for withholding certification in whole or in part as provided in Subparagraph 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Engineer to the Owner, based on the Engineer's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Engineer's knowledge, information and belief, the observed aesthetic quality of the Work is in accordance with the Contract Documents. The Engineer's Certificate for Payment shall be based, in part, on the recommendation of the Contractor. The foregoing representations are subject to an evaluation of the Agreement for Construction —rru Office Site Work) —RFPN 2013.62 _ __ age 39 1 / 8'f� �,. 3� 1 Work for conformance with the Contract documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Engineer has: (1) made exhaustive or continuous on —site evaluations and /or inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the contractor has used money previously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The Engineer may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner if, in the Engineer's opinion, the representations to the Owner required by Subparagraph 9.4 .2 cannot be made. If the Engineer is unable to certify payment in the amount of the Application, the Engineer will notify the Contractor and Owner as provided in Subparagraph 9.4.1. If the Contractor and Engineer cannot agree on a revised amount, the Engineer will promptly issue a Certificate for Payment for the amount for which the Engineer is able to make such representations to the Owner. The Engineer may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Engineer's opinion to protect the Owner from loss because of: .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; .7 persistent failure to carry out the Work in accordance with the Contract Documents; .8 failure to comply with the approved Project Construction Schedule; .9 erroneous estimates by the Contractor or a Sub - contractor of values of Work performed, or .10 the existence of any event of default under the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.6 PROGRESS PAYMENTS 9.6.1 After the Engineer has issued a Certificate for Payment, the Owner shall make Agreement ror Construction — (Tu Office Sim Work) —RFP N 2013 - 62 r�r -- Jage 40 ,39 payment in the manner and within the time provided in the Contract Documents, and shall so notify the Engineer. 9.6.1.1 Owner will make partial payments to Contractor within thirty (30) days after receipt of Certificate for Payment from Engineer. 9.6.1.2 Owner may withhold payment to Contractor notwithstanding Engineer's certification, if it is necessary, in Owner's opinion, to do so to protect Owner from loss due to any of the reasons set forth in Subparagraphs 9.5.1.1 through 9.5.1.10, inclusive. 9.6.2 The Contractor shall pay each Sub - contractor no later than seven (7) days after receipt of payment from the Owner, the amount to which the Sub - contractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Sub - contractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub — subcontractors in similar manner. 9.6.3 The Engineer will, on request, furnish to a Sub - contractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Engineer on account of portions of the Work done by such Sub - contractor. 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven (7) days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Engineer shall have an obligation to pay, or to see to the payment of money, to a Subcontractor except as may otherwise be required by law. 9.6.5 Contractor's payment to material suppliers and equipment suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the contract Documents. 9.7 FAILURE OF PAYMENT 9.7.1. If the Engineer does not issue a Certificate for Payment, through no fault of the Contractor, within seven (7) days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the contractor within seven (7) days after the date established in the Contact Documents the amount certified by the Engineer, then the Contractor may, upon seven (7) additional days' written notice to the Owner or Engineer, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay and start—up, as provided for in the Contract Documents, 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work Agrccrocot for Construction — (fax Office Site Work) —RFP # 2013 - 62 z � P49e 41 �i,, O f is complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. 9.81 Unless otherwise provided in the Contract Documents, when the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall thoroughly inspect the Work and prepare and submit to the Engineer a comprehensive list of items to be completed or corrected, Contractor's Notice of Substantial Completion, and a written request for Engineer's review of the Work. The Contractor shall proceed promptly to complete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon approval of Substantial Completion by Brazos County, Contractor has ten (10) days to reach Final Completion of the Work . If the Contractor does not achieve Final Completion within ten (10) days after Substantial Completion, Contractor shall be subject to additional Liquidated Damages as set forth under paragraph 9.11.2 herein. 9.8.3 Unless otherwise provided in the Contract Documents, after receipt of the Contractor's Notice of Substantial Completion and the Contractor's list, the Engineer and Owner will make inspections to determine whether the Work or designated portion thereof is substantially complete. If the Engineer's and Owner's inspections disclose any item, whether or not included on the Contractor's list, which is not in accordance with the requirements of the Contract Documents, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Engineer. In such case, the Contractor shall then submit another Contractor's Notice of Substantial Completion and a request for another inspection by the Engineer and Owner to determine Substantial Completion. 9.8.4. When the Work is substantially complete, the Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completions of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance or responsibilities assigned to them in such Certificate. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy, or use, any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required Agreement for Construction — (Tex Office Sitc Work) —P FP # 2013 - 62 ,, ,;. Pag 42 under Subparagraph 11.4.1.5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy, or use, may commence whether or not the portion is substantially complete provided that the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, or the Owner notifies the Contractor of intent to occupy or use a portion of the Work prior to substantial completion, the Contractor shall prepare and submit a list to the Engineer as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Engineer. 9.9.2 Immediately prior to such partial occupancy, or use, the Owner, Contractor and Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9,9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Unless otherwise provided in the Contract Documents; the Contractor shall inspect the Work to determine that it is sufficiently complete in accordance with the Contract Documents and the Contract is fully performed. Upon receipt of Contractor's Notice of Final Completion written notice certifying that the Work is sufficiently complete in accordance with the Contract Documents, that the Contract is fully performed, that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Engineer and Owner will in a reasonable time, make such inspection and when the Engineer and Owner finds the Work acceptable under the Contract Documents and the Contract sufficiently performed, the Engineer will promptly issue a final Certificate for Payment stating that to the best of the Engineer's knowledge, information and belief, and on the basis of the Engineer's and Owner's on -site visits and inspections, the Work has been sufficiently completed in accordance with terms and conditions of the Contract Documents. The Engineer's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. However, 95% of the contract amount will be due and payable to Contractor as noted in said final Certificate, with the remaining 5% retainage due and payable to the Contractor within thirty (30) days after acceptance of the Work by the Owner. 9.10.2 Unless otherwise provided in the Contract Documents, neither final payment nor any remaining retained percentage shall become due until the Contractors submits to the Engineer: (1) an affidavit that payrolls, bills for materials and equipment and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Agrccmcnt for Constuction — (Tu Office Site Work) —RFP 0 2013 - 62 - -= i ge 43 Contract Document to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been, given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) consent of surety, if any, to final payment, and (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner, for Owner's review and approval. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys fees. 9.10.3 If, after Substantial Completion of the Work, Final Completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion and the Engineer so confirms, the Owner shall, upon application by the Contractor and certification by the 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 for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents and if bonds have been furnished the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall by submitted by the Contractor to the Engineer prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.10.3.1 Final payment constituting entire unpaid balance of Contract Amount will be paid by Owner to Contractor within thirty (30) days after final Certificate for Payment has been issued by Engineer. 9.10.4The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents, or .4 non - conforming, faulty or defective Work appearing at or after final payment. 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. 9.11 LIQUIDATED DAMAGES . 9.11.1 Owner will suffer financial loss if the Project is not Substantially Complete on the date set forth in the Contract. Contractor and Contractor's Surety shall be liable for Agmement for Construction - (Ta Office Site Work)- RFP02013.62 i7 __ pq•._ __ age 44 and shall pay Owner stipulated and fixed sums, hereinafter agreed to as liquidated damages, for each calendar day of delay after the date established for Substantial 'Completion until the Work is Substantially Complete: Two Hundred Fifty dollars ($250.00). _ It is understood that said sum shall be considered as liquidated damages and shall not be considered as a penalty against the Contractor 9.11.2 If thirty (30) days after Substantial Completion of the Work the Contractor is unable to achieve Final Completion of the Project as determined by Brazos County, Brazos County will suffer further loss. Contractor and Contractor's Surety shall be liable for and shall pay Owner stipulated and fixed sums, hereinafter agreed to as liquidated damages, for each additional calendar day of delay past thirty (30) days after Substantial Completion until Final Completion is achieved: Five Hundred Dollars ($500.00). It is understood that said sum shall be considered as liquidated damages and shall not be considered as a penalty against the Contractor. Furthermore, this thirty day time period may be extended if Contractor is required to order material necessary to achieve Final Completion and the lead time to order and receive such material is over twenty (20) days. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY AND HEALTH PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety and health precautions and programs in connection with the performance of the Contract. This requirement applies continuously and is not limited to normal Working hours. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall at all times conduct all operations under this Agreement in a manner to avoid the risk of bodily injury or risk of damage to the following: .1 employees on the Work and other persons who may be affected thereby, to include but not limited to the Owner and Engineer and their consultants and employees; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub — subcontractors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, standards, rules, regulations., policies and lawful orders of public authorities (including reference standards issued under the Occupation Safety Act and the Occupancy Safety and Health Administration) bearing on safety and health of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, Agreement for Construction — (f= Office Site Work) —RFP !12013 -62 /F.1 4ee-I Page 45 including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage of hazardous materials or equipment or unusual methods are necessary for execution of the Work, such as driving or removal of piles, wrecking, demolition, excavation or other similar potentially dangerous work is necessary, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel, and shall give Owner reasonable advance notice. Contractor is fully responsible for any and all damages, claims, and for the defense of all actions against Owner and Engineer, and their consultants and employees resulting from the prosecution of such work. 10.2.4.1 Use or storage of explosives is prohibited 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Paragraphs 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub — subcontractor, or anyone directly or indirectly employed by any of them or by anyone for whose acts they may be liable and for which the Contractor is responsible under Paragraphs 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.18. 10.2.6 The Contractor shall designate a responsible, properly trained and qualified member or members of the Contractor's organization at the site whose duties shall be the prevention of accidents, damage to property and to supervise and train personnel in the use of dangerous and hazardous equipment, materials and substances necessary for the execution of the Work. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Engineer. 10.2.7 The Contractor shall not permit any part of the construction or site, including new construction or existing facilities to be loaded with weights that will exceed design loads or so as to endanger safety of persons or property or cause damage or create an unsafe condition. 10.2.8 Contractor shall give notice in writing at least forty -eight (48) hours or longer if required by affected parties before breaking ground, to all persons having interests on or near site, Public Utility Companies, owners of property having structures or improvements in proximity to site of the Work, agencies, authorities, inspectors, or those otherwise in charge of property, streets, water pipes, gas pipes, sewer pipes, telephone cables, electric cables, railroads or otherwise who may be affected by Contractor's operation, in order that they may remove any obstruction for which they are responsible and have representative on site to see that their property is properly protected. Such notice does not relieve Contractor of responsibility for any damages, claims, and defense of all actions against Owner and Engineer resulting from performance of such Work in connection with or arising out of Contract. r- Agreement for Constmction — (Tm Office Site Work) —RFP # 2013 - 62 p� �� Page 46 10.2.9 All parts of Work shall be braced to resist wind or other loads. Contractor shall perform Work with the explicit understanding that the design of the Project is based on all parts of Work having been completed and as such, the methods of performance of each part of Work shall be done accordingly. 10.2.10 Temporary items such as, but not limited to: scaffolding, staging, lifting and hoisting devices, shoring, excavation, barricades, and safety and construction procedures necessary in completion of Project shall be the responsibility of the Contractor and its Subcontractors and shall comply with all applicable codes and regulations. It shall not be responsibility of Owner, Engineer or their representatives to determine if Contractor, Subcontractors or their representatives are in compliance with the aforementioned regulations. 10.2.11 The Contractor shall comply with all Federal Occupational Safety and Health Administration Hazard Communications Act (HAZCOM) requirements, including properly maintaining Materials Safety Data Sheets (MSDS) at the Project site. The Contractor shall ensure that all MSDS are compiled in a single location at the Project site, and are available to the regulating agencies. The Contractor shall indemnify and hold harmless the Owner and Engineer for their respective failure to comply with this provision. 10.2.12 The Contractor shall be responsible for any fines, penalties or charges by any regulatory body by reason of any violation of safety or health regulations. Contractor shall also be responsible for reimbursement of any OSHA fines incurred by the Engineer for Project site safety conditions created or controlled by the Contractor that result in the Engineer receiving a citation under the OSHA multi- employer citation provision. 10.2.13 The Contractor shall notify Owner's and Engineer's personnel upon arrival to the Project site of any known safety or health hazards at the Project and the precautions they should take. 10.2.14 The Contractor shall provide safety and health equipment (excluding boots) for the Owner and Engineer to protect them from safety and health risks during the performance of their services during the construction of the Project. 10.2.15 The Engineer's review of Contractor's performance does not include review of adequacy of Contractor's safety or health measures. 10.3 HAZARDOUS MATERIALS OR SUBSTANCES 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a hazardous material or substance, including but not limited to, asbestos or polychlorinated biphenyl (PCB) encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner, in writing, with a copy to the Engineer. Ag¢ cnt for Construction- (Tax Office Site Work) -RFP M 2013 - 62 -- - - age 47 v, �fC pq ,-4 10.3.1.1 The term "hazardous materials or substance" also includes, but is not limited to, asbestos, asbestos products, polychlorinated biphenyl (PCB), radon gas, industrial waste, acids, lead, alkaline, irritants, contaminants or other pollutants, excluding mild chemicals used in the cleaning of finished building materials. 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If the Contractor has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut -down, delay and start-up. 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Engineer, Engineer's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Subparagraph .10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) except to the extent that such damage, loss or expense is to the fault or negligence of the party seeking indemnity. 10.3AThe Engineer and Engineer's consultants and employees shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons, to hazardous materials or toxic substances in any form at the Project site. 10.3.5The Owner and Engineer shall not be responsible under Paragraph 10.3 for hazardous materials and substances brought to the Project site by the Contractor unless such materials or substances were required by the Contract Documents and the Contractor so notified the Owner and Engineer. The Contractor shall notify the Owner and Engineer prior to bringing any hazardous material or substance onto the Project site. 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. 10.4 EMERGENCIES Page Agreement for Construction —(Tax Office Site Work) —RFP N 2013 - 62 `}$ 10.4.1 In an emergency affecting safety or health of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3. and Article 7. 10.4.2 The Contractor shall promptly report in writing to Owner and Engineer all accidents arising out of, or in connection with, the performance of the Work, whether on or off the site, which caused death, personal injury or property damage, giving full details and statements of any witnesses. In addition, if death, serious personal injuries or serious property damages are caused, the accident shall be reported immediately by telephone or messenger to Owner and Engineer. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the State of Texas such insurance as will protect the Contractor from claims set forth below which may arise out of, or result from, the Contractor's operations under the Contract and for which the Contractor may by legally liable, whether such operations be by Contractor or by a Subcontractor or by anyone directly, or indirectly, employed by any of them, or by anyone for whose acts any of them may be liable: .1 claims under workers' or workmen's compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 claims for damages because of bodily injury, sickness, disease or death of any person other than the Contractor's employees or persons or entities excluded by statute from requirements of Subparagraph 11.1.1.1, but required by Contract Documents to provide insurance required by that Subparagraph; .4 claims for damages insured by usual personal injury liability coverage which are sustained by: (1) by a person as a result of an offense directly or indirectly related to employment of such person by the Contractor; or (2) by another person; .5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting there from; .6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 claims for bodily injury or property damage arising out of completed operations; .8 claims involving contractual liability insurance applicable to the Contractors obligations under Paragraph 3.18. .9 Liability Insurance shall include all major divisions of coverage and be on a comprehensive basis including: (1) Premises Operations (including X, C and U coverages as Agreement for Construction —(Tax Office Site Work) —RFP # 2013 - 62 Page 49 .10 applicable). (2) Independent Contractors' Protective. (3) Products and Completed Operations. (4) Personal Injury Liability with Employment Exclusion deleted. (5) Contractual, including specified provision for Contractor's obligations under Paragraph 3.18. (6) Owned, non -owned and hired motor vehicles. (7) Broad Form Property Damage including Completed Operations. If General Liability coverages are provided by a Commercial General Liability Policy on a claims -made basis, the policy date or Retroactive Date shall predate the Contract; the termination date of the policy or applicable extended reporting period shall be no earlier than the termination date of coverages required to be maintained after final payment, certified in accordance with Subparagraph 9.10.2. 11.1.2 The insurance required by Subparagraph 111.1 shall be written for not less than the limits of liability specified in the Bid documents or as required by law, whichever coverage is greater. Coverage shall be written on an occurrence basis and shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. 11.1.2.1 The insurance required by Subparagraph 11.1.1 shall be written for not less than the following limits, or greater if required by law: 1. Workers' Compensation: (a) State: Texas Statutory (b) Applicable Federal (e.g., outside U.S. Boundaries): Statutory: Not Applicable (c) Maritime: Not Applicable Longshoremen harbor work, Work at or (d) Employer's Liability: $ 1,000,000 each accident $ 1,000,000 disease, policy limit $ 1,000,000 disease, each employee (e) Benefits required by union labor contracts: As Applicable 2. Comprehensive or Commercial General Liability (including Premises - Operations; Independent Contractors' Protective: Products and Completed Operations; Broad Form Property Damage): (a) Bodily Injury: $ 1,000,000 each occurrence $ 1,000,000 aggregate (b) Property Damage: $ 1,000,000 each occurrence $ 1,000,000 aggregate (c) Products and Completed Operations Insurance to be maintained for a minimum period of five 5 year(s) after final payment: (d) Property Damage Liability Insurance shall include coverage for the following hazards: 1) X (Explosion). 2) C (Collapse). 3) U (Underground). (e) Broad Form Property Coverage shall include Completed Agreement for construction —(Tax o@ice site work) —RFP 0 2013 - 62 D'/ Page 50 Operations. -- - - -'- 3. Contractual Liability: (a) Bodily Injury: $ 1,000,000 each occurrence (b) Property Damage: $ 1,000,000 each occurrence $ 2,000,000 aggregate 4. Personal Injury with Employment Exclusion deleted: $ 1,000,000 aggregate 5. If the General Liability coverages are provided by a Commercial Liability policy, the: (a) General Aggregate shall be not less than $ 2,000,000 and it shall apply, in total, to this Project only. (b) Fire Damage Limit shall be not less than $ 100,000 on any one Fire. (c) Medical Expense Limit shall be not less than $ 10,000 on any one person. 6. Umbrella Excess Liability: $ 2,000,000 over primary insurance $ 10,000 retention for self- insured hazards each occurrence 7. Business Auto Liability (including owned, non -owned and hired vehicles): (a) Bodily Injury: $ 500,000 each person $ 1,000,000 each accident (b) Property Damage: $ 500,000 each occurrence Note: The State of Texas has a no fault automobile insurance requirement. Contractor shall be certain coverage is provided which conforms to any specific stipulation in the law. 11.1.3 Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates and the insurance policies required by this Paragraph 11.1 shall contain a provision that coverage afforded under the policies will not be canceled, or allowed to expire, until at least thirty (30) days prior written notice has been given to the Owner. If any of the foregoing insurance coverage are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 9.10.2. Information concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. Not later than ten (10) days from award of bid, Contractor shall deliver to the Owner, copies of the insurance certificate in accordance with the above requirements naming Owner as additional insured. 11.2 OWNER'S LIABILITY INSURANCE: 11.2.1 The Owner reserves the right to be self insured for any and all insurance of any kind, type, or nature required by the Contract Documents. Agm mmt ror Conswction - rru Office Site Work) -RFP 4 2013 - 62 i - / �'� I Page 51 r)a ✓ CO 11.3 PROPERTY INSURANCE -- '11-.3.1l.— --=The Contractor shall purchase and maintain, and furnish evidence of, Builder's Risk Insurance. At a minimum, the policy limits of such insurance shall be equal in face amount to the full Contract Amount. At the option of the Owner or if called for elsewhere in the Contract Documents, the Contractor shall furnish evidence of such insurance with limits up to the full value of the Project under construction. Such insurance shall include the interest of the Owner, its employees and agents, and of the Contractor, its employees and agents, and of all Subcontractor, Sub - subcontractors and their employees and agents. 11.3.1.1 Property insurance shall be on an "all -risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements and shall cover reasonable compensation for Engineer's and Contractor's services and expenses required as a result of such insured loss. 11.3.2 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. 11.3.3 If the Contractor requests in writing that insurance for risks other than those described herein or for other special hazards be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 11.4 PERFORMANCE BOND AND PAYMENT BOND 11.4.1 Not later than ten (10) days from and after the date on which the award of the bid is made by the Owner, Contractor shall execute, as Principal, bonds joined in by a Surety Company of the Contractor's choice, generally referred to as a "Performance Bond" and a " Payment Bond," each .in a penal sum equal to 100% of the Contract Sum. The Bonds shall be on the form provided by Owner and shall be compatible with provisions of governing authorities. Contractor shall file bonds with the Owner. 11.4.2 Surety Company executing bonds shall be acceptable to Owner and shall be authorized to do business in the State of Texas. 11.4.3 Surety Company shall list the address and phone number of the home office of its' principal place of business. Surety shall also provide the name, address and phone number of the local Agent issuing the bonds. 11.4.4 Contractor shall require attorney -in -fact who executes required bonds on behalf of surety to affix thereto a certified and current copy of power of attorney. 11.4.5 Contractor shall deliver required bonds to Owner not later than three (3) days following the date the Agreement is entered into, or if Work is to be commenced prior thereto in response to a letter of intent, Contractor shall, prior to commencement of Agreement for construction— (Tax Oliice Site Work) —RFP R 2013 - 62 1 Page S2 Vii / ir�/ P .S/ i Work, submit evidence satisfactory to Owner that such bonds will be furnished. I1.4.6 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. 11.4.7 Contractor shall keep surety informed of progress of Work and where necessary, obtain surety's consent to, or waiver of: (1) notice of changes in the Work; (2) request for reduction or release of retention; (3) request for final payment; and (4) any other information required by surety. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Engineer's, Owner's or governing authority's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Engineer, be uncovered for the Engineer's, Owner's or governing authority's examination and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered which the Engineer, Owner or governing authority has not specifically requested to examine prior to its being covered, the Engineer, Owner or governing authority may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owners expense. If such Work is not in accordance with the Contract Documents, such cost and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION 12.2.1:1 The Contractor shall promptly correct Work rejected by the Engineer, Owner or governing authority or failing to conform to the requirements of the Contract Documents, whether observed before, or after, Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Engineer's services and expenses made necessary thereby. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 In addition to the Contractor's obligation under Paragraph 3.5, if, within one (1) year after the date of Substantial Completion of the Work, or designated portion thereof, or after the date for commencement of warranties established under Subparagraph 9.9.1, or by terms of an applicable special warranty required by the Contract Document, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. This period of one (1) year shall be extended with respect to portions of Work first performed after Substantial Agreement for Constmetion— (Tex Office Site Work) —RFP # 2013 -62 i �, / / t,�,,_ X� !Page 53 Completion by the period of time between Substantial Completion and the actual performance of the Work. This obligation under this paragraph 12.2.2 shall survive acceptance. of the Work under the Contract and termination of the Contract. The Owner shall give such notice promptly after discovery of the condition. 12.2.2.2 The one (1) year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. 12.2.2.3 The one (1) year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Paragraph 12.2. 12.2.2.4 Upon request of Owner and prior to expiration of one (1) year from date of Substantial Completion, Engineer may conduct, and Contractor shall attend, a meeting with Owner to review facility operations and performance. 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. 12.2.4The Contractor shall bear the cost of correcting destroyed, or damaged, construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one (1) year period for correction of Work as described in Subparagraph 12.2.2 relates only to the specific obligation of the Contractor to correct the Work and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Contractor shall bear all direct, indirect and consequential costs attributable to Owner's evaluation of and determination to accept such defective or nonconforming Work (such costs to include but not limited to fees and charges of Engineers, engineers, testing agencies, consultants, attorneys and other professionals). Such adjustment shall be effected whether or not final payment has been made. If any such acceptance occurs prior to final payment, Owner shall be entitled to an appropriate decrease in the Contract Sum. If the acceptance occurs after final payment, an appropriate amount will be paid by the Contractor to the Owner. Agrccmmt for Construction —(Tax 06im Sitc Work) —RFP # 2013 - 62 I / D� 1age S4 PP ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW: The Contract shall be governed by the laws of the State of Texas. 13.2 SUCCESSORS AND ASSIGNS 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to lender providing construction financing for the Project. If the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. 13.2.3 Contractor shall not assign any monies due or to become due hereunder without written consent of Owner and of Contractor's Surety. The Contractor shall file a copy of such consent of Surety, together with copy of assignment with Owner and Engineer. In case Contractor assigns all or any part of any monies due or to become due under this Contract, instrument of assignment must contain a clause substantially to effect that it is agreed that right of assignees in and to any monies due or to become due to Contractor shall be subject to prior liens and claims of all persons, firms and corporations for services rendered; for payment of all laborers and mechanics for labor performed; for payment for all materials and equipment furnished and payment for all materials and equipment used or rented in performance of the Work called for in Contract; and for payment of any liens, claims, or amounts due to governments or any of their funds. 13.3 WRITTEN NOTICE: Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered or sent by registered or certified mail or by courier service providing proof of delivery to the last business address known to the party giving notice. 13.4 RIGHTS AND REMEDIES 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available there under shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13.4.2 No action or failure to act by the Owner. Engineer or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. Agmemmt for Construction — (Tm Office Sim Work) —RFP N 2013 - 62 � - / Xrz It L� _ J�/- rage 5S 13.5 TESTS AND INSPECTIONS -- 13.5.1-Tests, inspections and approvals of portions of the Work required by the Contract Documents, Owner, or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of re- tests, re- inspections and approvals following the failure of any test. Otherwise, the Owner shall bear costs of tests, inspections or approvals. The Contractor shall give the testing agency, Project inspector (if any), public authorities and (if requested), Engineer timely notice of when and where tests and inspections are to be made so that they may observe such procedures. 13.5.2 If the Engineer, Owner, Project inspector (if any), or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 13.5.1, the Project inspector (if any), or Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the testing agency, project inspector (if any), governing agency, and (if requested), Engineer of when and where tests and inspections are to be made so they may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 13.5.3. 13.5.3 If procedures for testing; inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, laws, statutes, ordinances, codes, rules or regulations, all costs made necessary by such failure including those of repeated procedures and compensation for the Engineer's services and expenses shall be at the Contractors expense. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Engineer and Project inspector (if any). 13.5.5 If the Engineer, Owner or Project inspector (if any), is to observe tests, inspections or approvals required by the Contract Documents, they will do so promptly and where practicable, at the normal place of testing. 13.5.6 Test or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 INTEREST 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the legal rate prevailing for public entities under the laws of the State of Texas. Agrmca nt for Construction — (Tnx Office Site Work) —RFP # 2013 - 62 I Vol. ___��¢ , pg. [age 56 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 As between the Owner and Contractor: .1 -- Before Substantial Completion. Before Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to acts occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and .3 After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any warranty provided under Paragraph 3.5, the date of any correction of the Work or failure to correct he Work by the Contractor under paragraph 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. 13.8 EQUAL OPPORTUNITY 13.8.1 Contractor shall maintain policies of employment as follows: .1 Contractor and Contractor's Subcontractors shall not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth policies of nondiscrimination. .2 Contractor and Contractor's Subcontractors shall, in all solicitations or advertisements for employees placed by them or on their behalf, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex or national origin. 13.9 NON - DISCRIMINATION 13.9.1In performance of Work, Contractor and Subcontractors agree not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability, sexual orientation or national origin. This provision shall include, but not be limited to the following; employment, upgrading, demotion, promotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of Apjeemcnt for Constmction –(Tax Office Site Work) –RFP k 2013 - 62 \ i t / O _ - PCI, — Pegg 57 compensation; and selection for training, including apprenticeships. - - ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the work is stopped for a period of thirty (30) days through no act or fault of the Contractor or a Subcontractor, Sub - subcontractor or their agents or employees or any other persons performing portions of the Work under the Contract with the Contractor, for any of the following reasons: .1 issuance of an order of a court or other public authority having jurisdiction; .2 an act of government, such as a declaration of national emergency, making material unavailable; .3 because the Engineer has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Subparagraph 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 if repeated suspensions, delays or interruptions by the Owner as described in Paragraph 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or one hundred twenty (120) days in any three hundred sixty -five (365) day period, whichever is less. 14.1.2 If one of the above reasons exists, the Contractor may, upon seven (7) additional days written notice to the Owner and Engineer, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools and construction equipment and machinery, including reasonable overhead, profit and damages. 14.1.3 If the Work is stopped for a period of sixty (60) days through no act or fault of the Contractor or a Subcontractor or their agents, employees or any other persons performing portions of the Work under the Contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven (7) additional days written notice to the Owner and the Engineer, terminate the Contract and recover from the Owner as provided in Subparagraph 14.1.2. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make prompt payment to Subcontractors for materials or labor in accordance with the respective agreement between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or .4 otherwise is guilty of substantial breach of a provision of the Contract Agreement for Construct ion — (Pen Office Site Work) —RFP 8 2013 - 62 \ / {rljl P� .0 %f Page 58 Documents. 14.2.2.When_ any of the above reasons exist and the Owner believes that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety seven (7) days written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Paragraph 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Engineer's services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This obligation for payment shall survive termination of the Contract. 14.3 SUSPENSION BY OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Subparagraph 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall: .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. Agmcmcnt for Construction — (Tax Office Site Work) —RFP K 2013 - 62 Rage 59 Vol 14.4.3 In case of such termination for the Owners convenience, the Contractor shall be entitled to receive payment for Work executed and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 15 ACCESS TO THE WORK 15.1 Engineer, the Owner, and their authorized representatives, shall have access at all times to the work for inspection wherever it is in preparation or progress and the Contractor shall provide proper facilities for such access and inspection. ARTICLE 16 STANDARDS 16.1 Any material specified by reference to the number, symbol or title of a specific standard, such as a Commercial Standard, a Federal specification, a trade association standard or other similar standard, shall comply with the requirements in the latest revision thereof and any amendment or supplement thereto In effect on the date of these Specifications, except as limited to type, class or grade, or modified in such reference. 16.2 The Standards referred to, except as modified in the Specifications, shall have full force and effect as though printed in the Specifications. These Standards are not furnished to bidders for the reason that the manufacturers and trade involved are assumed to be familiar with their requirements. The Engineer will furnish, upon request, information as to how copies of the standards referred to may be obtained. 16.3 It is not the intent of the Specifications to limit materials to the product of any particular manufacturer. Where definite materials, equipment and/or fixtures have been specified by name, manufacturer or catalog number, it has been done to set a definite standard and a reference for comparison of quality, application, physical conformity and other characteristics. It is not the intention to discriminate against, or prevent, any dealer, jobber or manufacturer from furnishing materials, equipment and fixtures which, in the judgment of the Engineer, expressed in writing, meet or exceed the characteristics of the specified items. ARTICLE 17 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS 17.1 No officer or employee of Brazos County, Texas, shall have a financial interest, direct or indirect, in this Agreement or shall be financially interested, directly or indirectly, in the sale of any materials, supplies or services, except on behalf of the County as an officer or employee. Any willful violation of this Article shall constitute malfeasance in office and any officer or employee guilty thereof shall be subject to removal from his office or position. Any violation of this Article with the knowledge, express or implied, of the Contractor or Subcontractors shall render this Agreement voidable by Brazos County. Agreemmt for cons W ction - (Tax office site Mork) -RFP W 2013 - 62 / f z „y Page 60 ARTICLE 18 PREVAILING WAGE RATES 18.1 PREVAILING.WAGE RATE DETERMINATION 18.1.1 Chapter 2258, Texas Government Code, Title 10, requires state agencies, cities, counties, independent school districts and all other political subdivisions that engage in construction projects using public funds to include prevailing wage rates in the project bid documents and the construction contract. ARTICLE 19 AUTHORITY TO CONTRACT The County Judge is authorized to execute this Agreement upon the Commissioners Court's approval of the Agreement as set forth in the minutes of the Court's August 6, 2013, meeting. This Agreement is entered into in as of the day and year first written above and is executed in at least three (3) original copies of which one (1) is to be delivered to the Contractor, one (1) to the Engineer for use in the administration of the Contract, and the remainder to the Owner. OWNER: BRAZOS COUNTY, TEXAS Brazos County Judge 330 South Texas Ave., Suite 332 Brazos, Texas 77803 Date: CONTRACTOR: DUDLEY CONSTRUCTION, LTD. Mark Dudley President Date: f - Zp— t3 Agreement for Construction — (rex Offcc Site Work) —RFP A 2013 - 62 / Q'�./ / D P�ge 61 0 5L y EXHIBIT "A" TAX OFFICE SITE WORK ADDENDA #1 Agreement for Consbwtion — (Tm woe Site Work) —RFP # 2013 - 62 / /i �/ / / Page 62 EXHIBIT "B" TAX OFFICE SITE WORK REQUEST FOR PROPOSAL 2013 - 62 Agreemcnt for Construction — (fax Officc Site Work) —RFP N 2013 - 62 / n / pg. Z Page 63 EXHIBIT "C" TAX OFFICE SITE WORK SPECIAL CONDITIONS Agreement for Construction — (T- Office Site Work) —M # 2013 • 62 - Page 64 L /� _ pg. G 1 EXHIBIT rrD" TAX OFFICE SITE WORK PLANS Agreemcnt for Construction — (Tax Office Site Work) —RFP p 2013 - 62 /� Page 65 Vol. P9•. y T- , EXHIBIT "E" TAX OFFICE SITE WORK UNIT PRICE SCHEDULE Agreement for Construction — (Te Office Site Work) —RFPN 2013 -62 / per/ / „/ Page 66 EXHIBIT "F" TAX OFFICE SITE WORK WAGE SCHEDULE Agmement for Construction — (Tar Office Site Work) —RFP N 2013 - 62 i // age 67 Courthouse Renovation Phase IV Request for Proposals q 2013 -88 BRAZOS COUNTY PURCHASING OFFICE Brazos County Administration Building, Ste. 352 200 South Texas Ave., Ste. 352 Bid No.2013 -88 Bryan, Texas 77803 Page I of 16 pages Telephone (979) 361 -4292 Proposals will be received, publicly opened, and acknowledged at 2:00 P.M., Tuesday, September 17. 2013 in the Brazos County Purchasing Department, Suite 352, Brazos County Administration Building, 200 South Texas Ave., Bryan, Texas. There will be a Pre - Proposal Conference in the 361" District Courtroom located in the Brazos County Courthouse, Ste. 309, Bryan, Texas 77803 at 2:00 p.m. on Thursday. September 5, 2013. Release of RFP .............. ............................... ........................Friday, August 23, 2013 Advertisement Dates ........ ............................... ........................Friday, August 23, 2013 Friday, August 30, 2013 Pre- Proposal Conference ........ ......................Thursday, September 5, 2013 at 2:00 p.m. CST Deadline for Questions ............ ........................Friday, September 6, 2013 at 5:00 p.m. CST Proposal Submission Deadline .......................Tuesday, September 17, 2013 at 2:00 p.m. CST Review/ Contract Evaluations/ Negotiations .............................. ......................September Anticipated Award ............................. ............................... ........................October A. PROCUREMENT DELIVERY Brazos County will follow the Texas Local Government Code, Chapter 262.030 for this RFP process. The proposals will be opened on the date and time mentioned above and only the names of the proposers will be read aloud. The proposals will be distributed to the evaluation committee and this committee will evaluate each proposal according to the criteria set forth in this RFP. The committee will determine how many of the top evaluated firms will be negotiated with depending on the scores and other factors at the discretion of Brazos County. If the County chooses, these top scoring firms will be given an opportunity to present potential value engineering or cost saving suggestions to the County. The County will consider each of these suggestions and select those that the County believes present the best "value" to the project. The County will then send the selected value engineering/ cost saving prospects to each of the top evaluated firms for consideration and pricing. This process may be repeated depending on the project and its complexity. All firms will be accorded fair and equal treatment with respect to any opportunity for discussion and revision of proposals and no pricing will be shared with any of the firms at any time until after an award is made and contract is approved by Commissioners' Court. A best and final offer will be requested including any revisions and allowing for a revision of the completion timeframe for inclusion into the final contract. Vol B. SUMMARY OF WORK The Project consists of the renovation of the fourth floor of the Brazos County Courthouse including demolition of existing detention facilities and the construction of Courtrooms, offices and general common areas. C. ALTERNATES Bid Alternate A: Justice of the Peace and Constable areas- (See bid proposal form for additional information) D. CONDITIONS OF RFP The following instructions apply to all proposals and become a part of terms and conditions of any bid submitted to the Brazos County Purchasing Department, unless otherwise specified elsewhere in this Proposal. All Contractors are required to be informed of these Terms and Conditions and will be held responsible for having done so: 1. Definitions: In order to simplify the language throughout this proposal, the following definitions shall apply: a. BRAZOS COUNTY - Same as County. b. COMMISSIONERS' COURT - The elected officials of Brazos County, Texas given the authority to exercise such powers and jurisdiction of all county business as conferred by the State Constitution and Laws. C. CONTRACT - An agreement between the County and a Vendor to furnish supplies and/or services over a designated period of time during which repeated purchases are made of the commodity specified. d. CONTRACTOR - The successful Contractor(s) of this proposal request. e. COUNTY - The government of Brazos County, Texas and its authorized representatives. f SUB - CONTRACTOR - Any contractor hired by the Contractor or Supplier to furnish materials and services specified in this proposal request. g. SUPPLIER - Same as Contractor 2. Upon acceptance and approval by the Commissioners' Court, this proposal will be made part of the contract between Brazos County and the successful Contractor for the period designated. 3. Proposals must he received by the Purchasing Department prior to the time and date specified. 4. The County reserves the right to accept or reject in part or in whole, any proposals submitted, and to waive any technicalities for the best interest of the County. 2 1 Page 5. Brazos County shall not be responsible for any verbal communication between any employee of the County and any potential Contractor. Only written specifications and written price quotations will be considered. 6, Brazos County reserves the right to reject any proposals that do not fully respond to each specified item. 7. Should there be a change in ownership or management; the contract shall be canceled unless a mutual agreement is reached with the new owner to continue the contract with its present provisions and prices. This contract is nontransferable and non - assignable by either party. 8. The County may cancel this contract at any time for any reason, provided a thirty - day written notice is given. 9. The proposal award shall be based on, but not necessarily limited to, the following factors: a. Total cost including the alternates and addenda 40% b. Completion time 10% c. Quality of previous, similar contracts with Brazos County 10% d. Proposer's reputation with similar projects 20% e. Ability to perform contract 20% 10. Although the cost is an essential part of the proposal, Brazos County is not obligated to award a contract on the sole basis of cost. 11. Acceptance of work provided shall be made by the County at the sole discretion of the Commissioner's Court when all terms and conditions of the contract and specifications have been met to its satisfaction, including the submission to the County of any and all documentation as may be required. 12. Title and Risk of Loss of the goods shall not pass to Brazos County until the County actually accepts and takes possession of the goods at the point or points of delivery. 13. This agreement shall be governed by the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 14. The Proposal must specify the number of consecutive calendar days required to complete the project. 15. No proposal may be withdrawn after opening time without acceptable reason and with the approval of Commissioner's Court. 31Page /pl �O pg,_C 16. Proposals will not be considered if submitted by telephone, fax or any other means of rapid dispatch, nor will a proposal be considered if submitted to any other person or department other than specifically instructed. 17 All proposals shall be submitted in accordance with the instructions contained herein. Brazos County will not be liable for any information received through other websites or sources of information. It is the sole responsibility of the vendor to verify the accuracy of information received from sources other than Brazos County. It is recommended that the vendor check the Brazos Valley Bidding System for addenda prior to submitting their proposal. 18 There is no expressed or implied obligation for Brazos County to reimburse responding service providers for any expenses incurred in preparing proposals in response to this request. 19 Proposals must show full company name, mailine address and telephone number and be manually signed by an authorized sales or quotation representative of the Contractor. Company name and authorized signature shall appear in each space provided. The Contractor must include Employer Identification Number or Social Security Number and signature for the proposal to be valid 20 It is our policy not to disclose proposal results over the phone. Proposal results will be available only after a contract is awarded by Commissioners Court. 21 This Proposal will be made part of any resulting contract the County may enter into. 22 The Contractor shall be responsible for following all provisions of Chapter 2258 of the Government Code relating to the payment of prevailing wages. The wage rates to be used are included in project specifications attached. 23 Proposals must specify the number of consecutive calendar days required to complete the project under normal conditions. Failure to specify completion time or failure to comply with completion time will be considered reason enough to cancel the contract. 24 Bids must be submitted on units of quantity specified. In the event of errors in extended prices the unit price shall govern. In the event of a discrepancy between the numbers given for the price and the word form of the price, the word form shall govern. Any suggested change in quantity on the part of the bidder to secure better price or delivery is welcomed and may be given consideration provided that the bidder also bids on the quantity specified. 25 It is our policy not to furnish proposal results over the phone. Proposal results and tabulation sheets will be posted on Brazos County website after it is awarded by Commissioners Court. 41 Page ��l 07o 26 This Proposal will be made part of any resulting contract the County may enter into. The terms and conditions of the County, contained in this RFP or the plans for this RFP shall supersede those of the vendor in the event of a conflict. 27 If any provision of this contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of this contract is invalid or unenforceable, but that by limiting such provision it may become valid and enforceable, than such provision shall be deemed to be written, construed, and enforced as so limited. 28 No oral statements of any person shall modify or otherwise change or affect the terms, conditions or specifications. All change orders to this agreement will be made in writing and shall not be effective unless signed by an authorized representative of Brazos County. D. SPECIAL PROVISIONS Contractors with questions regarding the proposal should submit them in writing via the Brazos Valley Online Bidding System at https: / /brazosbid.cstx.gov. 2. Fill out the proposal completely, identify the proposal name and number on the outside and return it to the Brazos County Purchasing Department, Administration Building, 200 South Texas Ave Suite 352 Bryan Texas 77803 by 2.00 p.m., Friday May 24 2013 The proposal is invalid if it is not deposited at the 3. All proposals shall be prepared on the bid forms located on the Brazos County web site https: //brazosbid,cstx.gov. Be sure to put the proposal number and name on the front of the envelope before mailing it to the Purchasing Department. 5. In addition to the County's proposal form, all proposals shall be accompanied by a Contractor's Qualification Statement (AIA Document A -305 or equal) listing five (5) similar representative projects with the project's owner and architect contact information. 6. During the evaluation process, Brazos County reserves the right, in the best interest of the County, to request additional information or clarification from Contractors. The contract shall be awarded to the responsible Contractor whose proposal is determined to be the best evaluated offer. 51Page / A/ �/ Your response to this proposal should be clear and concise addressing all requirements listed above and any other factors not specifically mentioned which would be advantageous to Brazos County. 11. Performance Standards: a. All services contracted herein shall be done in a courteous and orderly manner. All Contractor personnel shall be appropriately dressed at all times while on the property. b. The personnel performing the services contracted herein shall be under the sole responsibility and the employ of the Contractor. C. All materials and equipment brought to the site are full responsibility and liability of the Contractor until removed from the site as required. d. Unless otherwise specifically noted, the Contractor shall provide and pay for all labor,, materials, equipment, tools, transportation, and other facilities and services necessary for the proper execution and completion of the work herein contracted to be done. C. The Contractor shall give all notices and comply with all laws, ordinances, rules, regulations, and order of any public authority in connection with the performance of the work herein to be done. f. The Contractor shall be responsible for initiating, maintaining and supervising appropriate safety precautions and programs in connection with the work herein contracted to be done. The Contractor shall take all reasonable precautions for safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: (1) all employees on the project and other persons who may be affected thereby, (2) the project and all materials and equipment to be incorporated therein, and (3) other property at the site or adjacent thereto. g. Contractor will be responsible for immediate notification of all damage to the property by the Contractor or its representative(s). E. Trade Secrets, Confidential Information and the Texas Public Information Act Brazos County, Texas is subject to the Texas Publication Information Act, Chapter 552, Texas Government Code. Proposals submitted to Brazos County, Texas in response to this RFP are subject to release by the County as public information. If the Proposer believes that the Proposal response, or part of it are confidential, as proprietary information, (s)he must specify that either all or part is excepted, and provide specific and detailed justification for its claim of 61 Page confidentiality. Vague and general claims to confidentiality are not acceptable. All Proposals or parts of the Proposals which are not marked as confidential will be considered public information after a contract has been awarded. The successful Proposal may be considered public information even though parts are marked confidential. 2. Brazos County, Texas assumes no responsibility for asserting legal arguments on behalf of Proposers. Proposers are advised to consult with their legal counsel concerning disclosure issues resulting from this proposal process and to take precautions to safeguard trade secrets and other proprietary information. 3. Marking your entire Proposal CONFIDENTIAUPROPRIETARY is not in conformance with the Texas Public Information Act. F. Conflict of Interest The Proposer shall not offer or accept gifts or anything of value nor enter into any business arrangement with any employee, official or agent of Brazos County. 2. By signing and executing this Proposal, the Proposer certifies and represents to the County the Proposer has not offered, conferred or agreed to confer any pecuniary benefit or other thing of value for the receipt of special treatment, advantage, information, recipient's decision, opinion, recommendation, vote or any other exercise of discretion concerning this Proposal. 3. With the exception of interviews and other contacts initiated by Brazos County relevant to the selection process Proposers their employees or representatives are prohibited from contacting any official or employee of Brazos County, except the Purchasinp Agent, in regard to this RFP from the issuing date of the RFP until the date the Brazos County Commissioner's Court meets to consider award of the Proposal Any such contact will be grounds for rejection of the vendor's proposal. G. Addenda and Modifications I. Any changes, additions or clarifications to the RFP will be made by numbered addenda and must be acknowledged in the Proposal. 2. Any firm in doubt as to the meaning of any part of these requirements may request an interpretation thereof from the Purchasing Agent. At the request of the Proposer, or in the event the Purchasing Agent deems the interpretation to be substantive, the interpretation will be made by written addendum issued by the Purchasing Department. Such addendum will be posted on the Brazos Valley Online Bidding System and will become a part of the Proposal package, having the same binding effect as provisions of the original Proposal. No verbal explanation or interpretations will be binding. In order to have a request of 71 Page interpretation considered, the request must be submitted in writing and must be received by the Purchasing Department no later than five (5) business days prior to the Proposal opening date. 3. All addenda, amendments and interpretations of this solicitation shall be in writing. Brazos County shall not be legally bound by any amendment or interpretation that is not in writing. Only information supplied by the County in writing or in this RFP should be used in preparing Proposal responses. 4. The County does not assume responsibility for receipt of any addendum sent to Proposers. 5. A copy of all addenda issued must be signed and returned with your Proposal. H. Examination of Documents and Requirements 1. Each Proposer shall carefully examine all RFP documents and be thoroughly familiar with all requirements prior to submitting a Proposal. 2. Before submitting a Proposal, each Proposer shall be responsible for making all investigations and examinations that are necessary to ascertain conditions and requirements affecting the requirements of the RFP. Failure to make such investigations and examinations shall not relieve the Proposer of the obligation to comply, in every detail, with all provisions and requirements of the RFP. I. TAXES 1. Brazos County is tax exempt. Tax exemption certificates will be executed by the County upon request. J. INSURANCE The Contractor shall procure and maintain at its sole cost and expense for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, volunteers, employees or subcontractors. The Contractor's insurance coverage shall be primary insurance with respect to the County, its officials, employees and volunteers. Any insurance or self - insurance maintained by the County, its officials, employees or volunteers shall be considered in excess of the Contractor's insurance and shall not contribute to it. Further, the Contractor shall include all subcontractors as additional insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. All Certificates of Insurance and endorsements shall be furnished to the County's Representative and approved 8 1Page by the County before work commences. Standard Insurance Policies Required: a. Commercial General Liability Policy b. Automobile Liability Policy C. Worker's Compensation Policy General Requirements applicable to all policies: a. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. b. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. C. "Claims Made" policies will not be accepted. d. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Brazos County. e. All insurance policies shall be fumished to Brazos County upon request. 1. COMMERCIAL GENERAL LIABILITY a. General Liability insurance shall be written by carrier with an A:VTII or better rating in accordance with the current Best Key Rating guide. b. Minimum Combined Single Limit of $1,000,000.00 per occurrence for bodily injury and property damage. c. No coverage shall be deleted from the standard policy without notification of individual exclusions being attached for review and acceptance. d. Excess Liability Umbrella Policy in the amount of not less than $2,000,000.00 will be provided at the Contractors expense. 2. AUTOMOBILE LIABILITY a. General Liability Insurance shall be written by a carrier with an A:VIII or better rating in accordance with the current Best Key Rating Guide. b. Minimum Combined Single Limit of $600,000.00 per occurrence for bodily injury and property damage. 3. WORKER'S COMPENSATION INSURANCE Pursuant to the requirements set forth in Title 28, Section 110.110 of the Texas compensation insurance policy; either directly through their employer's policy (the Contractor's or subcontractor's policy) or through an executed coverage agreement on an approved TWCC form. Accordingly, if a subcontractor does not have his or her own r 91 Page I VoI l p // �l Pct. - - policy and a coverage agreement is used, Contractors and subcontractors must use that portion of the form whereby the hiring contractor agrees to provide coverage to the employees of the subcontractor. The portion of the form that would otherwise allow them not to provide coverage for the employees of an independent contractor may not be used. The worker's compensation insurance shall include the following terms: a. Employer's Liability limits of $500,000.00 for each accident is required. b. "Texas Waiver of Our Right to Recover From Others Endorsement" shall be included in this policy. (Waiver of Subrogation) Pursuant to the explicit terms of Title 29, Section 110.110 ( c ) (7) of the Texas Administrative Code, the bid specifications, this Agreement, and all subcontracts on this Project must include the following terms and conditions in the following language, without any additional words or changes, except those required to accommodate the specific document in which they are contained or to impose stricter standards of documentation: A. Definitions: Certificate qf coverage ( "certificate's A copy of a certificate of insurance, a certificate of authority to self- insure issued by the Texas Worker's Compensation Commission or a coverage agreement )MCC-81), 7VCC -83, or TWCC -84), showing statutory worker's 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 proiect -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 proiect ( "subcontractors" in section 406.096 {of the Texas Labor Code)) - 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 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, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, off tce supply deliveries, and delivery of portable toilets. A The Contractor shall provide coverage, based on the proper reporting of classification codes and payroll amounts and fling of any coverage agreements, that 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. 10 1 Page ivol. C. _ The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. It 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 providing services on the project, and certificates of coverage showing coverage for all person; and (2) no later than seven calendar 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 notes the governmental entity in writing by certified mail or personal delivery, within 10 calendar days after the Contractor knew or should have known, or any change that materially affects the provision of coverage of arty 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 verb 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 agreement, that 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 11 1 Page / 9Y , P9,_7Z shown on the current certificate of coverage ends during the duration of the project. (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 calendar days after the person know 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 (a) -(g), 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 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. 4. CERTIFICATES OF INSURANCE certificates shall be prepared and executed by the insurance company or its authorized agent, and shall contain the following provisions and warranties: a. The company is licensed and admitted to do business in the State of Texas. b. The insurance policies provided by the insurance company are underwritten on forms that have been provided by the Texas State Board of Insurance or ISO. C. All endorsements and insurance coverage according to requirements and instructions contained herein. d. The form of the notice of cancellation, termination, or change in coverage provisions to Brazos County. 12 1 Page �8V Pg %� e. Original endorsements affecting coverage required by the section shall be furnished with the certificates of insurance. K. COMPLIANCE WITH LAW The Contractor's work and materials shall comply with all state and federal laws, municipal ordinances, regulations, and directions of inspectors appointed by proper authorities having jurisdiction. The Contractor shall perform and require all subcontractors to perform the work in accordance with applicable laws, codes, ordinances, and regulations of the State of Texas and the United States and in compliance with OSHA and other laws as they apply to its employees. In the event any of the conditions of the specifications violate the code for any industry, then such code conditions shall prevail. The Contractor shall follow all applicable state and federal laws, municipal ordinances, and guidelines concerning soil erosion and sediment control throughout the Project and warranty term. L. SAFETY PRECAUTIONS Safety precautions at the site are a part of the construction techniques and processes for which the Contractor shall be solely responsible. The Contractor is solely responsible for handling and use of hazardous materials or waste, and informing employees of any such hazardous materials or waste. The Contractor shall provide copies of all hazardous materials and waste data sheets to the Bryan Fire Department marked "Attn.: Assistant Chief'. The Contractor has the sole obligation to protect or wam any individual of potential hazards created by the performance of the work set forth herein. The Contractor shall, at its own expense, take such precautionary measures for the protection of persons, property, and the work as may be necessary. The Contractor shall be held responsible for all damages to property, personal injuries and/or death due to failure of safety devices of any type or nature that may be required to protect or wam any individual of potential hazards created by the performance of the work set forth herein; and when any property damage is incurred, the damaged portion shall immediately be replaced or compensated for by the Contractor at its own cost and expense. M. INDEMNITY To the fullest extent permitted by law, the Contractor agrees to and shall indemnify, hold harmless, and defend the County, its officers, agents, and employees form and against any and all claims, losses, damages, causes of action, suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's fees for injury to or death 13 1 Page - - -- - - — of any person, for damage to any property, or for any breach of contract, arising out of or in connection with the work done by the Contractor under this Contract, provided that any such claim, loss, damage, cause of action, suit or liability is caused in whole or in part by an act or omission of the Contractor, any subcontractor, or any person, organization directly or indirectly employed by any of them to perform or furnish work on the Project. This indemnity shall apply regardless of whether such injuries, death, damages, or breach are caused in part by the negligence or omission of the County, any other party indemnified hereunder, the Contractor, or a third party. The indemnification shall include but not be limited to the following specific instances: a. In the event the County is damaged due to the act, omission, mistake, fault or default of the Contractor, then the Contractor shall indemnify and hold harmless and defend the County for such damage. b. The Contractor shall indemnify and hold harmless and defend the County from any claims for payment for goods or services brought by any material suppliers, mechanics, laborers, or other subcontractors. C. The Contractor shall indemnify and hold harmless and defend the County from any and all injuries to or claims to adjacent property owners caused by the Contractor, its agents, employees and representatives. d. The Contractor shall be responsible for any damage to the floor, walls, etc., caused by the Contractor's personnel or equipment. e. The Contractor shall also be responsible for the removal of all related debris. f. The Contractor shall also be responsible for subcontractors hired. g. The Contractor shall indemnify, hold harmless, and defend the County from any liability caused by the Contractor's failure to comply with applicable federal, state, or local regulations, that touch upon or concern the maintenance of a safe and protected working environment and the safe use and operation of machinery and equipment in that working environment, no matter where fault or responsibility lies. The indemnification obligations of the Contractor under this section shall not extend to include the liability of any architect, their consultants, and agents or employees of any of them arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the architect, their consultants, and agents and employees of any of them, provided such giving or failure to give is the primary cause of the injury or damage. 14 1 Page FC1 P'l YO N. RELEASE The Contractor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the County, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether employees of either party or other third parties) and any loss of or damage to any property (whether property of either of the parties hereto, their employees, or of third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Contractor's work to be performed hereunder. This release shall apply regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance, and in the event of injury, death, property damage, or loss suffered by the Contractor, any subcontractor, or any person or organization directly or indirectly employed by any of them to perform or furnish work on the project, this release shall apply regardless of whether such injury, death, loss, or damage was caused in whole or in part by the negligence of the County. Q I . All bidders must submit, with proposal, a cashier's check or certified check for at least five percent (5 %) of the total bid price, payable to the order of Brazos County or a Bid Bond in the same amount issued by a surety, acceptable to Brazos County, authorized to do business in the State of Texas, as a guarantee that the Bidder will do the work described herein at the rates stated herein. Unsuccessful bidder's Cashier's Check or Certified Check will be returned after a written request to do so has been received by the Purchasing Agent. 2. The successful bidder must provide to the Purchasing Department, a performance bond and a payment bond, each in the amount of 100% if the total contract sum within ten (10) calendar days after receipt of notification of bid award. Such bonds shall be executed by a corporate surety duly authorized and admitted to do business in the State of Texas and licensed in the State of Texas to issue surety bonds with a Best Rating "A" or better. BRAZOS COUNTY RESERVES THE RIGHT TO ACCEPT OR REJECT ANY SURETY COMPANY PROPOSED BY THE BIDDER. IN THE EVENT BRAZOS REJECTS THE PROPOSED SURETY COMOPANY THE BIDDER WILL BE AFFORDED FIVE (5) ADDITIONAL DAYS TO SUBMIT THE REQUIRED BONDS ISSUED BY A SURETY COMPANY ACCEPTABLE TO BRAZOS COUNTY. 15 1 Page � � pg. 8� P. PROPOSAL SUBMITTAL The Contractor shall submit the proposal on the forms enclosed on the Brazos County web site. All blank spaces in forms shall be correctly filled in by typewriter or manually in ink and the bidder shall state the prices. 2. If a bid is submitted by an individual, his name must be signed by him or his duly authorized agent. If the bid is submitted by a firm, association, or partnership, the name and address of each member must be given, and the bid must be signed by an official or duly authorized agent. 3. The Contractor must submit an original and five (5) copies of the proposal to Brazos County. 4. The complete proposal should include the following: a. Completed and signed RFP. b. Contractor's Qualification Statement (AIA Document A -305 or equal) c. Completed Exhibit C- Proposal Costs 5. By signing the certification below, the vendor verifies that all exhibits (A — E) have been reviewed and are considered in the pricing attached. V. LIST OF SUB - CONTRACTORS: 1. 2. 3. 4. 5. 6. Security (must list subcontractor name that will perform work, cannot list electrical sub, may require prior approval by the County) 7. 16 1 Page W. Pricing Pricing for all materials and work included in the base proposal: a. Pricing in word format: 2. Time to substantially complete (99 %) base proposal work: days a. Number of days in word format: 3. From award by Commissioners' Court and receipt of the purchase order, respondent can begin work in days a. Write the number of days in words: days 4. Pricing for all materials and work included in Altemate #1: a. Pricing in word format: b. Additional time required for Alternate 41: 171Page i_� Pg. %� W. Proposal Evaluation Waiver By submitting a proposal or response, each Proposer /offeror indicated below agrees to waive any claim it has or may have against Brazos County (the Owner), Architect, Engineers, Consultants and their respective Commissioners, directors, employees, or agents arising out of or in connection with (1) the administration, evaluation, or recommendation of any proposal or response (2) any requirement under the Request for Qualification or related documents; (3) the rejection of any proposal or response or any part of any proposal or response; and /or (4) the award of a Contract, if any. The Proposer further agrees the Owner reserves the right to waive any requirements under the proposal documents or the Contract Documents, with regards to acceptance or rejection of any proposals, and recommendation or award of the contract. Note: The Statement of Affirmation Must be Notarized. STATEMENT OF AFFIRMATION "The undersigned affirms that he /she is duly authorized to execute this waiver by the person(s) or business entity making the proposal. Firm's Nai Address: Proposer's Positionfritle: Proposer's Signature: Subscribed and sworn to me on this day of in the year Notary Public My Commission expires 18 1 Page X. ADDENDA The undersigned acknowledges receipt of the following addenda issued during the time of Bidding and includes the several changes therein in this Proposal. Im Date No. No. Date Y. CERTIFICATION OF PROPOSAL Date The undersigned affirms that they are duly authorized to execute this contract, that this bid has not been prepared in collusion with any other Contractor, and that the contents of this bid have not been communicated to any other Contractor prior to the official opening. Signed By: Typed Name: Company Name: Mailing Address: P. O. Box or Street Employer Identification Number: Title: Phone No. City State Zip CORPORATE SEAL IF SUBMITTED BY A CORPORATION END OF RFP NO. 2013-88 By signing below, Brazos County agrees that this RFP 2013 -88 will be awarded to the vendor whose name appears above and both parties agree to the terms and conditions contained herein. By: Brazos County Commissioner's Date Attest: Brazos County 191Page 01 Brazos County a, Purchasing Department 200 S. TX AVE., SUITE 352 BRYAN, TX 77803 PHONE (979) 361 -4290 FAX (979) 361 -4293 BRAZOS COUNTY BID /RFP /RFQ DOCUMENTATION SHEET The Purchasing Department would like to request Commissioner's Court approval to advertise and go out for proposals on the following: DATE: August 15, 2013 BID NUMBER: REQUEST FOR PROPOSAL NUMBER: 2013 -88 REQUEST FOR QUALIFICATIONS NUMBER: TITLE: Courthouse Renovation- Phase IV REQUESTING DEP APPROVAL SIGNA DATE APPROVED: County Judge Vol / Pg. `t �T B op lB v + Nr�oP:L� BRAZOSCOUNTY COMMISSIONERS' COURT ACTION FORM DEPARTMENT Road and Bridge DEPT. NUMBER 56001000 DATE OF COURT MEETING: Aueust 20, 2013 ITEM: Consider and take action on the implementation of establishing procedures for requests for the installation of speed humps on Brazos County maintained roadways. Procedures may include associated fee(s) and /or installation cost(s) for this service. See attached Request for Speed Hump Investigation form. All requests shall be approved by Commissioners Court prior to consideration for service. S U7Y: /?E R Alan Munger, P. County Engineer CC2013 -Speed Humps on County Roadways APPROVED BY: This Request is Approved a/(Or) Denied ❑ by Commissioners' Court Date: Catalena, Pct. , Pct. 4 st eta o: r �% 1q 04� j�0 NrY o i o� BRAZOS COUNTY ROAD AND BRIDGE DEPARTMENT R. Alan Munger, PE, CFM, County Engineer Memorandum Date: August 14, 2013 To: Commissioners Court From: R Alan Munger, P. This department has received an increasing number of calls for Road & Bridge to place Speed Humps as a measure to control speed. Speed Humps can be a controversial topic. Based on this and the likelihood that there will be continued growth and continued requests for Speed Humps, I would like to recommend the attached policy for your review and approval. Thanks, Alan 2617 Highway 21 West Bryan. Texas 77803 — -- Office (979)822 -2127 / Fax (979)775 -0453 COUNTY OF BRAZOS ROAD & BRIDGE DEPARTMENT 2617 State Highway 21 West Bryan, Texas 77803 Main 979 - 822 -2127 Fax 979 - 775 -0453 BRAZOS COUNTY SPEED HUMP PROCEDURE A speed hump is a gentle rise and fail of pavement surface placed in the roadway to reduce the speed of vehicles on residential streets. This document provides the procedure established by Brazos County Road & Bridge for the evaluation and installation of speed humps on Brazos County roadways. The homeowners' association (HOA) or property owners along a public street requesting speed humps are responsible for all costs associated with the installation of speed humps. Brazos County may be able to incur a small percentage of the costs if funds are available. A.PROCEDURE 1. A formal request by letter from the HOA Representative (or property owners' representative) and the Request for Speed Hump Investigation form with 10 resident's signatures must be submitted to the Brazos County Engineer at the following address: Brazos County Road & Bridge Attn: County Engineer 2617 State Highway 21 West Bryan, TX 77803 The letter and form should identify the requested street name and the boundary of the street segment 2. Once the letter and the Request for Speed Hump Investigation form are received, the appropriate Commissioner's Office regarding the request will be contacted. With the approval of the Commissioner's Office, Road & Bridge will conduct a traffic study to determine if conditions meet the necessary warrant criteria for speed humps. 3. A traffic study will be scheduled to determine if the operational and geometric characteristics of the street warrant speed humps. Characteristics such as traffic volume and speed, and street type, length and grade will be evaluated. 4. Road & Bridge will notify the HOA Representative as to the results and recommendations of the traffic study. Vol, l Pg. • If the speed hump criteria are not met, Road & Bridge will determine if other remedial measures are necessary. Road & Bridge will discuss those recommendations with the HOA representative. • If the speed hump criteria are met, Road & Bridge will identify the appropriate location of speed humps and contact the HOA Representative. The HOA will be required to circulate a petition and diagram showing location of speed humps. Two - thirds (213) of property owners along the street where speed humps are proposed to be installed must be in favor. S. If there are sufficient signatures, Road & Bridge will verify the signatures and forward the petition to the Commissioner's Court for final approval. 6. Once approved by the Commissioner's Court, Road & Bridge will provide the HOA Representative with the results of the traffic study. Speed hump costs range from $7,900 - $13,100 a pair depending on width of roadway. Funds are limited, and will be handled on a prioritized basis. The cost includes speed humps, required signing and labor, and will depend on the geometry of the street segment. Once installed, Brazos County will maintain the speed humps and associated signing. Speed humps can only be removed if 2/3 of the HOA or property owners along the street where speed humps are installed are in favor of removal and pay for the removal, or the County at its own discretion determines that a speed hump is a liability or safety problem. B. SPEED HUMP CHARACTERISTICS Listed below are some of the characteristics of speed hump installation. Speed humps may: 1. Reduce traffic speeds in the immediate vicinity of the speed hump, 2. Decrease traffic volume, and 3. Reduce accidents in some areas. Speed humps may also have detrimental effects by: 1. Increase speed between speed humps, 2. Divert traffic to other streets in the neighborhood, 3. Increase noise levels due to brakes, tires, engine, and when vehicles drive over speed humps, 4. Increase vehicle emissions due to deceleration and acceleration, 5. Increase response time of emergency vehicles, 6. Some motorists may drive closer to the curb, on the curb, or on the sidewalk to avoid the speed hump, 7. Presenting an obstruction to bicyclist, pedestrians, and children, and 8. Requiring additional signing to be placed in front of homes. C. BRAZOS COUNTY CONTACT INFORMATION Contact Brazos County Road & Bridge at 822 -2127 if you have any questions or need more information on speed humps. Vol " , pg. _ yD Request for Speed Hump Investigation Brazos County Road and Bridge Department 2617 Hwy 21 West Bryan Texas 77803 The following is a request form for speed humps (please feel free to submit this form as a formal request). Each request must contain the completed information as indicated in sections A, B and C. The request will be processed in accordance with the provisions of the Speed Hump Policies and Procedures. A. Street Study Information Each request must provide the name of the street on which a study is requested, and the boundaries of The street segment. Traffic studies will be conducted only within the boundaries indicated. Please use street names for boundary limits, not block ranges. Requested Street: Boundary Area: From: To: Example: Requested Street My Street Boundary of Study Area Vol B. Evidence of Neiehborhood Support Please provide evidence of neighborhood support for participation. The attached form can be used for this request. Evidence of support must be within the study area as identified in Section A. We the undersigned owners and residents of _______________________hereby offer our support for our petition to install a speed hump. (Street Name) Please secure at least ten (10) signatures representing ten (I0) different households from residents whose property abuts the street segment in question. Printed Name Daytime Phone # Address Signature Printed Name Daytime Phone # Address Signature Printed Name Daytime Phone # Address Signature Printed Name Daytime Phone # Address Signature Printed Name Daytime Phone # • Address Signature Daytime Phone # Signature Printed Name Address Daytime Phone # Signature Printed Name Address Daytime Phone # Signature Address Printed Name Daytime Phone # Signature Printed Name Address Printed Name Daytime Phone # Address Signature /felt, pa, 9 C. Contact Person Information Each request must provide a contact person who lives on the requested street within the study area boundary. The contact person will receive all correspondence and will be responsible for gathering evidence of support when requested. Name: Address: Phone #: I agree to be the contact person for the above request, and I understand that a request may not automatically be withdrawn from consideration once a study determines the street to be eligible for speed humps. Signature: FOR DEPARTMENTAL USE ONLY Request Submitted to County Engineer (date): Approved ❑ / Denied ❑ by Commissioners Court Commissioners Court (date): Vol �i_ pg �,_ tRAZOS COUNTY COMMISSIONERS' COURT ACTION FORM DEPARTMENT: Road.& Bridge MEETING DATE' August 20; 2913• SUBJECT: 1Jtility..Pcm*— Halcoll Resources Consider and take action on. the Halcon,'Resources utility permit to linstaIl water box for temporary This project will provide .,10" water line cros.sing� on Hudspeth Road. T water to od.weg site 16cated.in.Precinct 2. SUBMITTED BY: APPROVED BY Jo W. SAvato Sammy C/-(alcna RiAh:t of Wa A nt Cq mrhi'mioei&r'Pr&inct.2 1. ..., X_ ge %. This request is EKAP " OVE-D / DENIED' E3 by Commissioners' Court Dtiane Pe -tens, County Judge -2 DATE: Vol. pg... 01. APPLICATION FOR WATER UTILITY PERMIT DESIGNATING PLACEMENT OF UTILITY IN COUNTY RIGHT OF WAY TO: THE COUNTY ENGINEER OF BRAZOS COUNTY, TEXAS Pursuant to the Texas Utility Code, Section 181.024, comes now Pcrlcast RmseUrcos [company name], hereinafter referred to as "Company" a TtJ(tts [state] Corporation, with authority to transact business in Texas, acting by and through its duly authorized representative, and hereby petitions the County Engineer for the right to lay, construct, maintain, repair and/or operate a gas facility under, over, across and/or along certain County Roads as shown on drawings and diagrams attached hereto and said location described as follows: Facility to Cross Road Road Name & Block Number Length of Crossing TYPE OF CONSTRUCTION CHECK ONE Bored I Jacked Driven Cased Road Name and Block Number <s From 8. 3 To Or'6r W. lv Depth Distance EC'r " Facility to Parallel County Road Within Right -Of- -Way -c.. ,-l- r . CONSTRUCTION TYPE , 10" Diameter Wall Thickness Material Specification A lv' Maximum Operation Pressure ST) e5 1. The location and description of the proposed installation and appurtenances must be fully shown on the attached detailed drawings. The Company shall commence actual construction/work in good faith within 60 days from the date of said permit and shall complete said construction /work within Iq working days. (COMPANY MUST FILL IN). If such construction is not begun by the 6& day, Company will be required to apply for a new permit. Company declares that prior to filing this application, it has ascertained the location of all existing utilities, both aerial and underground, and the filing of this application is prima facie evidence that the proposed installation will not conflict with any existing utility. A copy of this permit shall be kept at the job site any time work is being performed. It is expressly stipulated that this Permit is a license for permissive use only and that the placing of facilities upon public property pursuant to this permit shall not operate to create or vest any property right in said holder. It is understood and agreed that the rights and privileges herein set out are granted only to the extent of the County's right, title and interest in the land to be entered upon and used by the holder and the holder will at all times assume risk of and indemnify, defend and save harmless Brazos County from and against any and all loss, damages, cost or expense arising in any manner on account of the exercise or attempted exercise by said holder of the aforesaid rights and privileges. Road Name and Block Number <s From 8. 3 To Or'6r W. lv Depth Distance EC'r " CONSTRUCTION TYPE , 10" Diameter Wall Thickness Material Specification A lv' Maximum Operation Pressure ST) e5 1. The location and description of the proposed installation and appurtenances must be fully shown on the attached detailed drawings. The Company shall commence actual construction/work in good faith within 60 days from the date of said permit and shall complete said construction /work within Iq working days. (COMPANY MUST FILL IN). If such construction is not begun by the 6& day, Company will be required to apply for a new permit. Company declares that prior to filing this application, it has ascertained the location of all existing utilities, both aerial and underground, and the filing of this application is prima facie evidence that the proposed installation will not conflict with any existing utility. A copy of this permit shall be kept at the job site any time work is being performed. It is expressly stipulated that this Permit is a license for permissive use only and that the placing of facilities upon public property pursuant to this permit shall not operate to create or vest any property right in said holder. It is understood and agreed that the rights and privileges herein set out are granted only to the extent of the County's right, title and interest in the land to be entered upon and used by the holder and the holder will at all times assume risk of and indemnify, defend and save harmless Brazos County from and against any and all loss, damages, cost or expense arising in any manner on account of the exercise or attempted exercise by said holder of the aforesaid rights and privileges. Any deviation from these specifications must be approved by Brazos County Engineer's Office or its designated representative. Approval of County Engineer's Office may take as long as two weeks after complete application is received. Applicant agrees to comply with all rules of the County Commissioners and the County Engineer in construction of said installation attached hereto as BRAZOS COUNTY DESIGN STANDARDS AND SAFETY PRECAUTION REQUIREMENTS FOR WORK CONDUCTED IN BRAZOS COUNTY RIGHTS OF WAY and incorporated herein for reference. In the event Company jails to obtain apermitprior to the installation or does not install utilities in compliance with installation requirements set forth herein (i.e. depth, location, etc), Company assumes all financial responsibility for damages and/or destruction of lines, cables, eta based upon its failure to comply with Brazos County requirements. Applicant agrees that tf Brazos County demonstrates a violation of the terms of this policy, Applicant stipulates that requisites for injunctive relief exist and that Brazos County is entitled to relief enjoining any conduct by applicant which is contrary to the policies. This permit is a revocable permit. Brazos County reserves the right to revoke this permit at ally time, in the sale discretion of Brazos County, for interests of public. health, safety or welfare, or for. failure to repair any damages upon demand, or for any other reason deemed suftient by Brazos County. fit the event Company jails to comply with any or all of the requirements as set forth herein, the County may take such action as tt deems appropriate to compel compliance. The County Engineer further retains the right to revoke this Permit by verbal notification to the ApplieanUCompany. Failure to obtain this permit and/or notes Are County Engineer's Office within 14 hours of beginning construction shall constitute grounds for job shutdown. By signing below, I certify that I am authorized to represent the Company listed below, and that the Company agrees to the conditionstprovisions included in this permit. J�af cx, n i , =-S C,twccc Company Name of 4 F-) !2t By: Signature y� t.V 4e� ^ I fCUtiP�� Title IDOL Letutslatut 5f 5t,i% 0(`.L` Address HO LL 5-f'O 11. 7 hDL City State Zip '31 SC yaZ - IW") Telephone Number hOp�:r stCt toe! . Ca+1 Email' 1 _ 1 - - - -- -- - - -' WATER UTILITY APPROVAL Brazos County offers no •objection to the proposed location of the utility in the County right of way as shown by accompanying drawings'and notice dated 06. 1'5— '9613 except as noted below: (Month/Day/Year) EXCEPTIONS: WA16A i464 e "In—d Jill, "In- s>i' e addd1 -6 &J:A <;dt e(i'nec:,v`J` ..,Wst, • 6e used .n tPwVOS • 4tlfRtr7ytG SYaX eve 40c,*KZ S26.K _ f!AS? RE SET �W ' - B�lsE "Iri.�s r— BE G,¢.roco uvT d�✓�E '""r'�E<6.x �3' Ri.� -� °•� /TL/wl I/ watcQ Brazos ounty Engineer • .i Si re i Title i 0 �� O. Q C2 4c 0 Ic 2� 0 cc F- 0 0 6 CC L) 0 0 F- z D 0 C) z 0 C) LJJ cn LLJ 0 z_ z z w C) LU < FE w > rL Z w -i Ln �z 0 to < U-- 0 r a- z . 0 LU af, , il- a< Q w +— CY aj w Z it cl:. Z O. LLi -j .F- M < CC Z.. 0., zi 0 b 0 0 F- z D 0 C) z 0 C) I w (L LJJ cn LLJ 0 z_ z z w C) Q < FE I w (L > F-. 0 z_ z 0 < rL Z w -i 0 Q �z 0 to < U-- 0 r Q -J z . 0 LU af, , il- a< Q w +— CY aj w Z it cl:. Z O. LLi -j .F- M < Z.. 0., zi CL 0- b LL. 0 Z 0 Z o 0 > P- Q U) O LZ Lu IL LLI I-- Z 0 0 < 0 4 > En z < -i CL LLJ JkVN,rjo-.LNUN Z vuj Z LL- THE FOLLOWING DOCUMENT IS THE BEST IMAGE POSSIBLE DUE TO THE POOR QUALITY OF ORIGINAL NP qP ! fl; rp VII L -- /6sd I-- BRAZOS COUNTY ROADWAY SAFETY AND ROAD PRESERVATION STANDARDS FOR WORK CONDUCTED IN BRAZOS COUNTY RIGIiTS OF WAY A. General Requirements 1. Adequate drainage shall be maintained in ditches at all times. 2. Permittee will use best management practices (`BMP ") (EPA and TCEQ both provide lists of examples of BMPs) to minimize erosion and sedimentation resulting from the proposed installation. 3. The permittee shall take precautions to avoid damage to property. All County Right of Way and property shall be restored to its original condition, as far as practical, in the opinion of the County Engineer or appointed representative. 4. The construction and maintenance of such utility shall not interfere with the property or rights of a prior occupant. 5. Permittee shall not interfere with other utilities located in the right of way. In the event damages occur, permittee will be liable to the County or other utilities running through the right of way. 6. County Engineer shall determine whether or not permittee's plans shall inconvenience the public. If it is determined that inconvenience to the public exists, then the County Engineer will decide whether such project will be allowed or if an alternative exists so as not to inconvenience the public. B. Safely Requirements 1. Proper traffic control measures must be put in place prior to beginning work and remain in place during the duration of the job. All traffic control measures must follow the Texas Manual of Uniform Traffic Control Devices ( TMUTCD). See Traffic Control Requirements below. 2. During construction, all safety regulations of the Texas Department of Transportation shall be observed. 3. Permittee must take such precautions and measures, including placing and displaying safety devices, as may be necessary, in order to safely conduct the public through the project area. Company shall provide flagmen, signs, signals or devices necessary to provide complete safety to the public. 4. Adequate provisions must be made to cause minimum inconveniences to traffic and adjacent property owners. 5. No cable, conduit and/or pole line shall be laid, constructed, maintained and/or repaired so as to constitute a danger or hazard of any kind to persons or vehicles using such road. Any poles placed in the Right of Way for future installation shall be placed at the back of the Right of Way. Exceptions may be approved by the County Engineer. C. Traffic Control Plan 1. A traffic control plan, pursuant to the TMUTCD or Engineered Traffic Control Plan must be provided for the following: a. any construction (i.e. pit, excavation, hole) left open overnight, requires specific nighttime traffic control measures pursuant to the TMUTCD; b. if construction is within ten (10) feet of the roadway; or c. any work performed in the road right-of-way; 2. Plan must be attached to the permit and kept at the job site anytime work is being performed. 3. Plan must set forth the time of completion for the job. D. Design Standards 1. All overhead installations shall conform to clearance standards of the Texas Department of Transportation and the pole be placed in the designated area for power specified as set forth in the Texas Utilities Code, Section 181.045. 2. All pole installation (including lighting) shall be placed at the backside of the Right of Way to ensure safety to the public. Any pole placed in violation of this requirement will be required to be moved to the appropriate location at the company's expense. Exceptions may be approved by the County Engineer. 3. All underground installations shall (these are minimum depths — utility may place deeper): a. be placed at a minimum depth of forty-eight (48) inches below the top of the pavement; b. be at least thirty-six (36) inches below ditch flow line when installation is within the area measured from top of bank to top of bank; c. be at least forty -eight (48) inches below ditch flow line if low pressure gas or petroleum lines. For high pressure gas and petroleum lines, see High Pressure Pipelines requirements listed below; d. not be closer than ten (10) feet from the edge of pavement. Exceptions may apply in rights of way of less than 60'. 4. Water Lines: All water lines must be a minimum 36- inches below the ditch flow line and cased. Waterlines shall be cased if crossing under the roadway. 5. Utilities in all new developments that have 60 feet or greater of right of way shall be installed within designated locations based upon the type of utility. The locations shall be as follows: (measured from back of right -of -way). Power— 0 -2 feet, nominally P Phone — 2-4 feet, nominally 3' Gas — 4 -6 feet, nominally 5' Cable — 6 -8 feet, nominally 7' 6. Utilities with less than 60 feet right -of -way in all new developments shall install the utility in a similar manner as referenced in No. 3 above, however, the County Engineer or its designated representative will provide final approval of each utility location. 7. The length of any trench to be opened in advance of the pipe, conduit or ducts may not be longer than 400' if left open over night or unattended, 8. Crossings under a county road shall: a. be bored or jacked. ABSOLUTELY NO OPEN CUTS WITHIN COUNTY ROAD PAVEMENT; b. be pressure grouted for the full length of the crossing if the annular space between pipe and casing and soil exceeds one (1) inch. Brazos County must be given 24 hours notice of pressure grouting operations and have the opportunity to have an inspector on site to observe pressure grouting operations; c. TxDOT Standard Specification Item 476 shall be followed for all boring, jacking, tunneling and joints. 4,. ,; / X X /�Z 9. Bore Pits a. no pits shall remain open longer than 2 days; b. all pits shall have proper traffic control measures in place. See Traffic Control Plan listed above. c. pits shall NOT be located within ten (10) feet from the edge of pavement without prior approval from the County Engineer or his representative; d. when pits are to remain open for more than 8 hours, due diligence will be used in protecting the spoil pile to prevent drainage problems; e. based upon soil conditions, the County Engineer or his representative may require shoring to protect pavement integrity; f. based upon soil conditions, the County Engineer or his representative may require pits be placed further from the edge of road. 10. Any installation within ten (10) feet of edge of pavement shall meet the following: a. location must be approved by the County Engineer or his representative b. backfilled with cement stabilized material. c. based upon soil conditions, the County Engineer or his representative may require shoring to protect pavement integrity. d. all excess water and mud shall be removed from the trench prior to backflling. Any back fill placed during a rainy period or at other times where excess water cannot be prevented from entering the trench will be considered TEMPORARY and shall be replaced with PERMANENT cement stabilized material as soon as weather permits; e. all disturbed base and pavement materials shall be removed and restored to the satisfaction of the County Engineer or his representatives. f. no side or lateral tamping to fill voids under the base and pavement materials is allowed. 11. Company must be careful to not jeopardize the slope or integrity of the shoulder of the road. In the event Company damages the slope, shoulder or any other portion of the right -of -way, Company will be responsible for repairing the damage and replacing the right -of -way to the condition it was prior to commencing construction. 11 Operation of construction and/or maintenance equipment on the traveled surface of any improved County road will not be permitted, except in an instance whereby the laying, construction, maintenance and/or repair of cables, conduits and/or pole lines cannot be accomplished by any other method and in this event all such equipment shall be of the rubber tire variety. Appropriate traffic control shall be provided meeting TMUTCD requirements. 13. In the event said construction and/or maintenance and/or repair requires Company to remove, cut or jeopardize any section of the road (asphalt, cement, road base, etc.), Company will be required to provide a performance bond or letter of credit securing necessary repairs. Said bond amount will be determined by the County Engineer. 14. The applicant shall submit a letter of "No Objection" from the Army Corps of Engineers for all designated wetlands and environmentally sensitive lands. E. Emergency work 1. In the event Company is required to perform emergency services, that requires excavation in a County Right of Way, and unable to notify the County Engineer prior to conducting emergency repairs, Company shall notify County Engineer within 24 hours of beginning construction/repairs. This will allow the County Engineer's Office an opportunity to inspect the site to ensure the integrity of the County Right of Way and traffic safety controls used. / i /03 F. Repairs to existing facilities 1. Maintenance and/or repair to existing cables, conduits, and/or pole lines which require disturbance of the soil, shall not be performed until plans describing such maintenance and/or repair have been approved by the County Engineer or its designated representative and a permit has been obtained. G. Relocation of utilities 1. When and if the County Engineer determines that it is necessary for the construction, repair, improvement, alteration or relocation of all or any portion of said road, any or all poles, wires, pipes, cables or other facilities and appurtenances authorized hereunder, shall be removed from said road, or reset or relocated thereon, as required by the County Engineer within a reasonable time as determined by the County Engineer and Utility Company, and at the expense of the Utility Company. H. High Pressure Pipelines 1. All utility Permits for high pressure pipelines (generally 60 PSI or greater), whether pertaining to controlled access or non - controlled access installations, should contain the following additional information in the description of the permit. - diameter -wall thickness - material specification - minimum yield strength - maximum operation pressure of the pipeline 2. With the exception of the maximum operation pressure of the pipeline, this information is to be supplied for both the carrier pipe and the casing. Assurance must also be given that the installation material and design meet the minimum Federal Safety Standards for Liquid and Gas Pipe Lines. Assurance must be provided on company letterhead and signed by an authorized representative of the company. 4. Petroleum Pipelines: Depth Type of Pipeline (below deepest ditch grade) Special Requirements Encased Pipe Less than 10' Must be covered with concrete pad at least 36" deep Encased Pipe Greater than 10' No concrete pad required Non -Cased Pipe Less than 10' Must be covered with concrete pad at least 48" deep Non -Cased Pipe Greater than 10' No concrete pad required The Concrete pad shall be minimum of 3" thick and width shall be pipe diameter plus 18" minimum. 5. Under no circumstances will a pipeline be installed parallel to a County Road within the Right -of- Way. Transmission lines have been determined to be petroleum pipelines (which includes natural gas lines) and shall not be parallel to a County Road. 6. Natural Gas Distribution is a line that serves the final customer. B a , e sia Is ge 1 E1 ab 1- ei WIN r- z8 sit t¢ D 6 t_ SE1a1 ia a a aSfZ. g s 6 1114 e —:1a1 tI*t 1.9 $t $—= 61�iBlt 6gaibgy£ =i "ill J c(UC7 Vii$ i I 17 �¢pj Aouva 1— =a@il! gip, 0-0 >IZ r aCImY W �Aw AL •L s, n s .0 Y•. of �, . @ ffi � ¢< E , Arel.rs a 1 +•IY.O i ¢ W 0 J �S V z ¢ � O — In C w o c x > Y 0 ¢ w O N J v O g x ¢ a � z N O V w C d U � a c In o U Y K O 3 ¢ w 0 � N _ = o h ¢ w C0C N z O U w U ~ Q C>C N O Y 3 VOi (�T u i P S yy 1 - - - - �a.ia"sa�css's - AMMXONMM =off$ W,bt B a , e sia Is ge 1 E1 ab 1- ei WIN r- z8 sit t¢ D 6 t_ SE1a1 ia a a aSfZ. g s 6 1114 e —:1a1 tI*t 1.9 $t $—= 61�iBlt 6gaibgy£ =i "ill J c(UC7 Vii$ i I 17 �¢pj Aouva 1— =a@il! gip, 0-0 >IZ r aCImY W �Aw AL •L s, n s .0 Y•. of �, . @ ffi � ¢< E , Arel.rs a 1 +•IY.O i ¢ W 0 J �S V z ¢ � O — In C w o c x > Y 0 ¢ w O N J v O g x ¢ a � z N O V w C d U � a c In o U Y K O 3 ¢ w 0 � N _ = o h ¢ w C0C N z O U w U ~ Q C>C N O Y 3 VOi (�T u i BRAZOS COUNTY COMMISSIONERS' COURT ACTION FORM DEPARTMENT: R6ad'&Btidge .1 MEETING DATE: August,20, 2013 SUBJECT:: Utility, Perrhit — Wellborn.Special Utility District Consider and:take action:, on the Wegboin S.U.D. utility perq to construct road bore under Foster ' Road., This project will provide water service•to, new customer. Site is located in Precinct. 4; SUBMITTED BY: Right of Way Agent APPROVED -BY: < Irma Cauley Commissioner Precinct ..4 This reques(is [VAP#ROVED / DENIED 0 by:Commissioners'-Court• Duane Peters; County Judge DATE: Ivol H'. 'f0: THE COUNTY BNGMER OF BRAZOS COUNTY, TEXAS Pursuant to the Texas Utility Code, Section 181.024, comes now Wellborn SUD [company name), hereinafter rofeired to as "Company' a [stnlel Corporation, with authority to transact business in Texas, acting by and illrough its duly nnthodzed representative, and hereby petitions the County Engineer for the right to lay, construct, maintain, repair and /or operate a gas facility under, over, across and/or along cells in County Roads as shown on drawings and diagrams attached hereto and said location described as follows: Facility to Crom awn Leagth of AoadNemelZ Block Number Crossin TYPE OP CONSTRUCTION (C ONE) Foster 60 fr Locked Driven Cased 17117-17V17-7773 . Lt CONSTRUCTION TYPE V, Diameter �_10" pail Thickness Materiel Specification PVC Casing Maximum Operation Pressure 200pal The location and description of the proposed installation and appurtenances must be fully shown on the attached detailed drawings. The Company shalt commence actual construction/work in good faith within 60 days from the date of said permit and shall complete said construction /work within _I working days. (COMPANY MUST FILL IN). if such construction is not begun by the 60 day, Company will be required to apply for anew permit. Company declares that prior to filing this application, it has ascertained the location of all existing utilities, both aerial and underground, and the filing of this application is prima facie evidence that the proposed installation will not conflict with any existing utility. A copy of this permit shall be kept at the job site any time work is being performed. It is expressly stipulated that this Permit is a license for permissive use only and that the placing of facilities upon public property pursuant to this pormit shall not operate to create or vest any property right in said holder. It is understood and agreed that the rights and privileges herein set out are granted only to the extent of the County's t right, title and interest in the land to be entered upon and used by the holder and The holder will at all times assume risk of and indemnify, defend and save harmless Brazos Count), from and against any and all loss, damages, cost or expense arising in any manner on account of the exercise or attempted exercise by said bolder of the aforesaid rights and privileges. Any deviation from these specifications must be approved by Brazos County Engineer's Office or its designated representative. Approval of County Engineer's Office may take as long as two weeks after complete application is received. Applicant agrees to comply with all rules of the County Commissioners and the County Engineer in construction of said installation attached hereto as BRAZOS COUNTY DESIGN STANDARDS AND SAFETY PRECAUTION RE, QUIREMNTS FOR WORK CONDUCTED IN BRAZOS COUNTY RIGHTS OF WAY and incorporated herein for reference. hr the event Company fafis to obtain a permit prior to the installation or does not install utilities in compliance with installation regairementsselforth herein 0.e, depih, location, etc), Companyasstupasallfluanclal tesponsibiil(y for damages anWor destruction of lines, cables, etc. based upon ksfallure to comply Willi Brazos County regrrireruenu. Applicant agrees that If Brazos County de tonstrates a violation of the terms of thIs policy, Applicant stipulates that requisites for Injunctive relief exist and that Brazos County is entitled to relief enjoining any conduct by applicant wbieh is contrary to the policlec This permit is a revocable permit Brazos Como, reserves ilia right to revoke this pertuit at any lbae, In the sole discretion of Brazos County, jar Interests of public health, safety or we yore, or far failure to repair any daruages upon demand, or far any other reason deemed sufjlclent by Brazos County. In the event Congmmly falls to comply will, any at, all of the requirements as set forth herelu, the County nrny take srtclr nettoh as it deems appropriate to cotttpel co»tpUetnee. The County Engineerfartiter retains Ike right to revoke this Permit by verbal notiflcatlon to Dm Appllca?WConrparry. Failure to obtain lhisperrnit and /or notify Ike Comfy Foglneer's Office within 24 hours of beginning construction shall eoitstihte gro uuds for job shuldown. By signing below, I certify that 1 mn authorized to represent ilia Company listed below, and that the Company agrees to the conditions/provisions included in this permit. j�.11� fier syeel:ta r illtX DJStrict Company Name Stephen Cast By: Signature General Manager Title P.O. Box 250 Address llell>iorn, Texas 77881 City State Zip 979—A90�9799 Phone Number ww ud i_ s@ vezi-Pon.netlwoud.ec @verizon.net Email: vol _ / 8� Pg _ /08 WATER UTMTX APPROVAL Brazos County offers no objection to the proposedJocation of the uluity in the County right of way as sltown.by accompanying diawings 'and "nofioadated_'• tj /i =Zdt3. except asiiotedbelow: (M EXCEPTIONS: onth/DeylYoar) oAir Binzos onntyBogi eer SWIM &E'✓ 4SENT Title i - - Wellborn Special Utility District Augusl 16; 2013 - TheCommissioner's Court of Brazos County Attention Gounty,Judge;; Formal notice Is hereby given that Wellborn Special Utility Disldei will construct a road bore for water line within the right-of-way, of a County Road in Brazos, County, Texas as.follows; Road . bore.will -be made under Foster Road. Bore will be made from existing 2" water line located on the north . side to South side for a distance of 60' al a minimum depth of 36" below ditch flow line. The location and description of this One Is more fully shown in drawings attached to this notice. the line will be constructed and maintained in the County Road right =of -way in accordance with the Brazos County Roadway Safely and Road Preservation Standards and governing laws. Construction of this fine will begin on or after August 15, 2013. Regards, en St Goner anager Well rnSpedal Utility Dlstribl RO. Box 250 • 4118 Greens Prairie Rd. r Wellborn, TX 77881 0 979ff690.9799 • Fax 979.69011260 THE FOLLOWING DOCUMENT IS THE BEST IMAGE POSSIBLE DUE TO THE POOR QUALITY OF ORIGINAL to OAK i 0"9 t 4 A, 4 At. .'k MAR PAMELA'KVBURZ. - Al TELE.PHPOE... 10 "JOHN CATHeiiR� 1.72 12.13 -A JT , . - - . .7. -' - 1�4L MEN -5 JONES ' - 2.99 AC t i �IZ7 I. _77 wful"' p=, 'ph . .. ...... ...... J C —a ME "WELL IAU I :yam O Z:7 .. .... -!:jCOYKOvA JR.:-- _U. 17R wr -WP-;V2C. '7 - — -------- ANOFh-7AUS _R :F-,.,. 1.6 -.-F Roll ZTER 02033 A3ED-'eRi Vol. Pg. b N O d v V N O w CC rc U 0 :6 N 0 O 1.1 N 0 O a ai a w O N O W yj N M LL > Q a o' N r, 13 m .o H N W H d W' w0 RT29H VITTA ISOA W IL w 7 Dc lu U P. 4 O I i b a- 00. ao w 0 z U O v J 0 Q a EL (13 V J d U) m. V a F Q`. rzrf L z, a W Lu s� z a Z _l a w- - -- Lt- M i O d V Z w qeO o U O U~i W d z O Z o � O W U > } c� 0 0 a, z w Q o Z W Z � t4 0 Q a EL (13 V J d U) m. V a F Q`. rzrf L z, a W Lu s� z a Z _l a w- - -- Lt- M i BRAZOS COUNTY ROADWAY SAFETY AND ROAD PRESERVATION STANDARDS FOR WORK CONDUCTED IN BRAZOS COUNTY RIGHTS OF WAY A. General Requirements 1. Adequate drainage shall be maintained in ditches at all times. 2. Permittee will use best management practices ( "BMP ") (EPA and TCEQ both provide lists of examples of BMPs) to minimize erosion and sedimentation resulting from the proposed installation. 3. The permittee shall take precautions to avoid damage to property. All County Right of Way and property shall be restored to its original condition, as far as practical, in the opinion of the County Engineer or appointed representative. 4. The construction and maintenance of such utility shall not interfere with the property or rights of a prior occupant. S. Permittee shall not interfere with other utilities located in the right of way. In the event damages occur, permittee will be liable to the County or other utilities running through the right of way. 6. County Engineer shall determine whether or not permittee's plans shall inconvenience the public. If it is determined that inconvenience to the public exists, then the County Engineer will decide whether such project will be allowed or if an alternative exists so as not to inconvenience the public. B. Safety Requirements 1. Proper traffic control measures must be put in place prior to beginning work and remain in place during the duration of the job. All traffic control measures must follow the Texas Manual of Uniform Traffic Control Devices ( TMUTCD). See Traffic Control Requirements below. 2. During construction, all safety regulations of the Texas Department of Transportation shall be observed. 3. Permittee must take such precautions and measures, including placing and displaying safety devices, as may be necessary, in order to safely conduct the public through the project area. Company shall provide flagmen, signs, signals or devices necessary to provide complete safety to the public. 4. Adequate provisions must be made to cause minimum inconveniences to traffic and adjacent property owners. 5. No cable, conduit and/or pole line shall be laid, constructed, maintained and/or repaired so as to constitute a danger or hazard of any kind to persons or vehicles using such road. Any poles placed in the Right of Way for future installation shall be placed at the back of the Right of Way. Exceptions may be approved by the County Engineer. C. Traffic Control Plan 1. A traffic control plan, pursuant to the TMUTCD or Engineered Traffic Control Plan must be provided for the following: a. any construction (i.e. pit, excavation, hole) left open overnight, requires specific nighttime traffic control measures pursuant to the TMUTCD; b. if construction is within ten (10) feet of the roadway; or c. any work performed in the road right -of -way; Vol. Pg. // 2. Plan must be attached to the permit and kept at the job site any time work is being performed. 3. Plan must set forth the time of completion for the job. D. Design Standards 1. All overhead installations shall conform to clearance standards of the Texas Department of Transportation and the pole be placed in the designated area for power specified as set forth in the Texas Utilities Code, Section 181.045. 2. All pole installation (including lighting) shall be placed at the backside of the Right of Way to ensure safety to the public. Any pole placed in violation of this requirement will be required to be moved to the appropriate location at the company's expense. Exceptions may be approved by the County Engineer. 3. All underground installations shall (these are minimum depths — utility may place deeper): a. be placed at a minimum depth of forty-eight (48) inches below the top of the pavement; b. be at least thirty -six (36) inches below ditch tlow line when installation is within the area measured from top of bank to top of bank; c. be at least forty-eight (48) inches below ditch flow line if low pressure gas or petroleum lines. For high pressure gas and petroleum lines, see High Pressure Pipelines requirements listed below; d. not be closer than ten (10) feet from the edge of pavement. Exceptions may apply in rights of way of less than 60'. 4. Water Lines: All water lines must be a minimum 36- inches below the ditch flow line and cased. Waterlines shall be cased if crossing under the roadway. 5. Utilities in all new developments that have 60 feet or greater of right of way shall be installed within designated locations based upon the type of utility. The locations shall be as follows: (measured from back of right -of -way). Power— 0 -2 feet, nominally 1' Phone — 2-4 feet, nominally 3' Gas — 4 -6 feet, nominally 5' Cable — 6 -8 feet, nominally 7' 6. Utilities with less than 60 feet right -of -way in all new developments shall install the utility in a similar manner as referenced in No. 3 above, however, the County Engineer or its designated representative will provide final approval of each utility location. 7. The length of any trench to be opened in advance of the pipe, conduit or ducts may not be longer than 400' if left open overnight or unattended. 8. Crossings under a county road shall: a, be bored or jacked. ABSOLUTELY NO OPEN CUTS WITHIN COUNTY ROAD PAVEMENT; b. be pressure grouted for the full length of the crossing If the annular space between pipe and casing and soil exceeds one (1) inch. Brazos County must be given 24 hours notice of pressure grouting operations and have the opportunity to have an inspector on site to observe pressure grouting operations; c. TxDOT Standard Specification Item 476 shall be followed for all boring, jacking, tunneling and joints. VOL -- . pg._ / /L% - 9. Bore Pits a. no pits shall remain open longer than 2 days; b. all pits shall have proper traffic control measures in place. See Traffic Control Plan listed above. c. pits shall NOT be located within ten (10) feet from the edge of pavement without prior approval from the County Engineer or his representative; d. when pits are to remain open for more than 8 hours, due diligence will be used in protecting the spoil pile to prevent drainage problems; e. based upon soil conditions, the County Engineer or his representative may require shoring to protect pavement integrity; f. based upon soil conditions, the County Engineer or his representative may require pits be placed further from the edge of road. 10. Any installation within ten (10) feet of edge of pavement shall meet the following: a. location must be approved by the County Engineer or his representative b. backfilled with cement stabilized material. c. based upon soil conditions, the County Engineer or his representative may require shoring to protect pavement integrity. d. all excess water and mud shall be removed from the trench prior to backfilling. Any backfill placed during a rainy period or at other times where excess water cannot be prevented from entering the trench will be considered TEMPORARY and shall be replaced with PERMANENT cement stabilized material as soon as weather permits; e. all disturbed base and pavement materials shall be removed and restored to the satisfaction of the County Engineer or his representatives. f. no side or lateral tamping to fill voids under the base and pavement materials is allowed. 11. Company must be careful to not jeopardize the slope or integrity of the shoulder of the road. In the event Company damages the slope, shoulder or any other portion of the right -of -way, Company will be responsible for repairing the damage and replacing the right -of -way to the condition it was prior to commencing construction. 12. Operation of construction and/or maintenance equipment on the traveled surface of any improved Cpunty road will not be permitted, except in an instance whereby the laying, construction, maintenance and/or repair of cables, conduits and/or pole lines ,cannot be accomplished by any other method and in this event all such equipment shall be of the rubber tire variety. Appropriate traffic control shall be provided meeting TMUTCD requirements. 13. In the event said construction and/or maintenance and/or repair requires Company to remove, cut or jeopardize any section of the road (asphalt, cement, road base, etc.), Company will be required to provide a performance bond or letter of credit securing necessary repairs. Said bond amount will be determined by the County Engineer. 14. The applicant shall submit a letter of "No Objection" from the Army Corps of Engineers for all designated wetlands and environmentally sensitive lands. F— Emergency work 1. In the event Company is required to perform emergency services, that requires excavation in a County Right of Way, and unable to notify the County Engineer prior to conducting emergency repairs, Company shall notify County Engineer within 24 hours of beginning construction/repairs. This will allow the County Engineer's Office an opportunity to inspect the site to ensure the integrity of the County Right of Way and traffic safety controls used. Vol, %f� Pg. / /,'J R Repairs to. existing facilities I. Maintenance and/or repair to existing cables, conduits, and/or pole lines which require disturbance of thc7 foil, shall not be performed until plans 'describing such maintenance and/or repair have been approved. by the County Engineer or its .designated representative and a permit has been obtained. G..Relocation ofuNJities 1.. When and if the County Engineer "determines that it is necessary for the construction, repair, improvement, alteration or relocation of all or any 'portion ,of said road, any or all poles, wires, pipes, cables or other facilities and appurtenances authorized. hereunder, shall be removed from said road, or reset or relocated' thereon, as required by the County Engineer within a reasonable time asdetermined by the County Engineer and Utility Company, and at the expense of the Utility Company. H. High Pressure Pipelines 1. All utility Permits for high pressure pipelines (generally 60 PSI or. -greater), whether pertaining to controlled access or non - controlled access installations, should contain the following additional information in the description of the permit. - diameter -wall thickness - material specification - minimum yield"strength - maximum operation pressure of the pipeline With the exception of the maximum operation pressure of the pipeline, this information is to be supplied for both the carrier pipe and the casing. 3: Assurance must also be given that the installation material and.design meet the minimum Federal Safety Standards for Liquid and Gas Pipe Lines. Assurance must.be provided on company letterhead and signed by an authorized representative of the company. 4. Petroleum Pipelines: Depth Tyne of Pipeline (below'deepest ditch tirade) Special Requirements Encased Pipe Less than 10' Must be covered with concrete pad at least 36" deep Encased Pipe Greater than 10' No concrete pad required Non - Cased Pipe Less than 10' Must be covered with concrete pad at least 48" deep Non -Cased Pipe Greater than 10' No concrete pad, required The Concrete.pad shall be minimum of 3" thick "and.width shall be pipe diameter plus 18 minimum. 5. 'Under no circumstances will a pipeline be installed parallel to a County Road within the Right -of- Way. Transmission lines have been determined to be petroleurn pipelines. (which includes-natural gas lines) and shall not be parallel to a County Road. 6. Natural Gas Distribution is aline that serves the final customer. vol• __ l -X5 Pg. a4G _ i e n a i N Z 1 Ja Q d ^X N K U U >W> O ~q 2 F 8 ►_ a -Y— A- J ��9��BDD�eO H I' mnWS MM • 9Ae = P.0 S s .F ei- e. wrA,. i�i1�t __E _ MINIS W � � COU{{Wt�aCg0�1E^0[11n�{��yyNk: wq MEMO ©rim i e n a i N Z 1 Ja Q d ^X N K U U >W> O ~q 2 F 8 ►_ a -Y— A- J H I' mnWS MM • 9Ae = P.0 S s .F ei- e. wrA,. i�i1�t __E _ M _.a., ail P11 J = N MM • 9Ae = g } W � � Y � wq • '• l Vl Yv A � »^ � I X11 • Wpa,f NIAVI • Jlplps JNUM J @�WQ , ,w, Ilia �� �, Mllp.0 lOt—q � al L' Y1�!M1 A_l.Gl.rN1RM @ Y9uP NYI n Nu •T"-n .:. -.... IIVY nI�Y1M OnI. YIYMW@„I.KW.I�I..Ny( YMI(fOW Vol wpp O O =a a N — 0 iv O* e u $ F a6 N rc 0 J 8 H Q 1 � O ` Z w v N O V X BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2012 -2013 BUDGET YEAR NO. 12/13 45.1-45.10 On this the 20th day of August 2013 at a regular meeting of the Coin nissioncrs' Court, the following members were present: A. Duane Peters, County Judge, Presiding B. Lloyd Wassermann, Commissioner, Precinct C. Sammy Catalena, Commissioner, Precinct 2 D. Kenny Mallard, Commissioner, Precinct 3 E. Irma Cauley, Commissioner, Precinct 4 F. Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 201h day of August 2013 the Court heard and approved a budget amendment for the 2012 -2013 budget year for Brazos County, Texas; and WHEREAS, expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted 18 September 2012, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 20th day August 2013. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. By. Duane Peters, County Iudge Original: County Clerk's Office and Attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes Pre rad,B_y �:pnnm .814/201-3 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 46.1 2013. Vol. P'.- BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 45.2 8/2012013 FUND DIV - - -ACCT PROJ DRICR ACCOUNT NAME Increase Decrease 0100 1 1000500 51820000 CR Merit Pay 1 180.00 0100 23000100 51100000 DR Salary Elected Official 972.00 0100 23000100 51310000 DR Social Security 74.00 0100 23000100 53200000 DR Retirement 127.00 0100 23000100 53800000 DR Worker's Comp, 4.00 0100 23000100 53900000 DR Unemployment Insurance 3.00 Non - Departmental and County Court at Law kl Reallocation of funds to increase the pay for County Court at Law 8I Judge, Class Code 0901 Position I, from by- weekly rate of 55,530.16 to $5,854.41 effective September 1, 2011 Under Sec. Z5.0005 (a), Tex. Gov't Code, the minimum salary of a statutory county court judge is "an amount that is not less than $1,000 less than the total annual salary received by a district judge in the county" including contributions and supplements paid by the state or co nty other than the sa paid to a regional residin 'ud e. ,t t Preparedarec lByl, 4y . i,�,nnnji Vol- - -- /p5`___ Pg. _[ D BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 45.3 —' 8/20/2013 FUND DIV --ACCT PROJ DRICR . ACCOUNT NAME Increase Decrease 0100 11000500 51820000 CR Merit Pay 1 180.00 0100 23100100 51100000 DR Sal Elected Official 972.00 0100 2310010D 51310000 DR Social Security 74.00 0100 23100100 53200000 DR Retirement 127.00 0100 23100100 53800000 DR Worker's Comp 4.00 0100 23100100 53900000 DR Unemployment Insurance 3.00 Non- Departmental and County Court at Law N2 Reallocation of funds to increase the pay for County Court at law 82 Judge, Class Code 0902 Position 1, from bywcekly rate of $5,530.16 to $5,854.41 effective September 1, 2013. Under Sec. 25.0005(a), Tex. Gov't Code, the minimum salary of o statutory county court judge is "an amount that is not less than $1,000 less than the total annual salary received by a district judge in the county" including contributions and suppl ements paid by the state or co nly other than the sale ry paid to a regional presidingjudgc. P► ;Blni.. it 13 Va.- w BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 45.4 812 012 01 3 FUND DIV , - ^ACCT PROJ DRICR ACCOUNT NAME Increase Decrease 401 0100 56000 65670000 CR IWI - Eiloi ntent WintcnancC 35,000.00 OIOU 36005000 710150110 DR CitizcnsColkctinnSiwS 35.004.00 Road S Bridge Administration and Environmental Protection Reallocation of funds to relocate the Citizens Collection Site. VOL ��` Pg. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 05.5 Fund Reallocation of funds to cover for Court Cost for rcmainder of FY I ph ;D�a► @: z• `^ y r f 7,1 4/ 2 01 3Frepare�Byl4,�R rc 8' VOI. � � -- Pg.- BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 45.6 812012013 FUND ,.: 'DIV -- ACCT PROJ DRICR ACCOUNT NAME Increase Decrease 0100 14000100 59100000 CR DDEA 461972 0100 14000100 67211000 CR Software 356.50 0100 91110000 DR Transfer to Capitol Improvement Fund 4,975.92 4500 49028000 CR Transfer from General Fund 4,975.92 4500 63000500 80203000 DR Computer - Hardavre 4,975.92 Information Technology and Central Capital Improvement Fund Reallocation of funds to cover for additional cost needed for the AMCAD Servers Project. Tile total cost of the pro2ect will be $97,495.92. RRP nrirn 8%15121713 Vol. -% �5` Pg. %e�! Prepared By: nnm Date:" 8/1512013 Service BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 45.7 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12/13 . 45.8 8120/2019 �Pispfred;8y ". <�' i''i =• •�nnmi Vol. _ iS�, Pg. /, NEE �Pispfred;8y ". <�' i''i =• •�nnmi Vol. _ iS�, Pg. /, BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 45.9 8/2012013 FUND - DIV —j---ACCT PROJ I DR1CR ACCOUNT NAME Increase I Decrease 0100 11001500 61130000 CR Contingency- General Fund 52.000.00 0100 91110000 DR Transfer to Capital Improvement Fund 52,000.00 4500 49028000 CR Transfer from General Fund 52,000.00 4500 63000500 80289000 DR Equipment - R&B 52,000.00 General Fund Continjency and General Capital Improvement Reallocation of funds to purchase two above gground fuel sinks at the Road & Bride Department. [Vol Pg. 10 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 12113 - 45.10 Vol. Pg. PERSONNEL CHANGE-OF STATUS REQUESTS Commissioner Court Date' August 20, 2013' Department Submitting Information: Human Resources Purpose of,Submissions: Consider and Take Action on Change Requests Department Submitting Employee Request Action Requested Requests) Applies To CCL #1 Matzke, Amanda Promotion CCL #2 Locke, Jim Promotion Expo Foster; Jacqueline Step Increase JP 2 -2 Gonzalez, Melissa Lawrence, Jana Promotion Termination Juvenile Butler- McDaniel, Valerie Resignation S.O. Jail Singer, Steven Resignation Tax Office Eimann, Denise Moncivais, Cindy Neel, David :Step, Increase Step Increase Step Increase Approved in Commissioners' Court: Au ust County Judge's or Commissioner's Signature: (tliis.Copy to be attached to minutes) �� •JII�N Y.1 � :� • FO, iii