General Contractor A building, construction, or contracting firm with whom Borrower has contracted or may in the future contract with for the construction of the Improvements pursuant to a certain construction contract between them (the "Construction Contract").
General Contract Provisions Any and all Schedules to this Agreement form a part hereof. No amendment, waiver, discharge or release of this Agreement shall be binding or enforceable unless made in writing signed by all of the parties hereto. Time is and shall remain of the essence under and pursuant to this Agreement; provided that the time for performing or completing any matter under or pursuant to this Agreement may be extended or abridged by an agreement in writing by the parties or their respective solicitors. Failure by any party to strictly enforce any provisions hereof shall not operate as a waiver or limitation of such party's rights hereunder in respect of any subsequent default. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent held or rendered invalid, unenforceable or illegal, same shall be considered separate and severable herefrom and all other provisions of this Agreement shall remain in full force and effect and be binding upon the parties hereof. The headings set forth in this Agreement are inserted for convenience and reference only and shall in no way define or limit the intent or interpretation of any of the provisions hereof. Wherever in this Agreement any subject matter is described as including specifically described persons, things, events or other items, unless expressly stated to the contrary, the word “including” or any other derivation or variation of that word means, as the case may be, “including, without limitation,” or “including, without limiting the generality of the foregoing,” or such derivation or variation thereof as required by the context. This Agreement shall be read and construed with all changes of gender and number of the party or parties referred to in each case as required by the context, and the covenants and agreements of each party shall be deemed to be joint and several where such party is more than one person, firm or corporation. With respect to each party which is a partnership, each person who is presently a partner of such partnership and each person who becomes a partner of such partnership shall be and continue to be jointly and severally liable for all covenants and agreements of such party notwithstanding that any such person subsequently ceases to be a partner of such partnership, subject to and only to the extent of the limited liability of any such person that is a limited partner of such partnership.
Construction Phase - Administration of the Construction Contract INDICATE IN STATEMENT OF WORK “NOT APPLICABLE” IF SECTION IS NOT APPLICABLE
1.1.9.1. The Construction Phase will commence with the award of the Construction Contract to a selected vendor (“Contractor”) and will terminate when final payment is made by the State to the Contractor. In any event, the construction phase will not extend 60 days beyond the substantial completion date unless extended by change order. If such extension occurs, additional costs due to the ARCHITECT/ENGINEER shall be negotiated with the State.
1.1.9.2. The ARCHITECT/ENGINEER shall work with the State during the construction of the Project to provide the administration of the contract between the State and the Contractor in accordance with the terms herein and consistent with the contract between the State and the Contractor, and the extent of his/her duties and responsibilities and the limitations of his/her authority as assigned therein shall not be modified without his/her written consent.
1.1.9.3. The ARCHITECT/ENGINEER shall advise and consult with the State, and all of the State's instructions to the Contractor shall be issued through the ARCHITECT/ENGINEER after authorization by the State.
1.1.9.4. The ARCHITECT/ENGINEER shall, at all times, have access to the work wherever it is in preparation or progress.
1.1.9.5. The ARCHITECT/ENGINEER shall make periodic visits to the Project site, at least biweekly, and shall make such further visits when reasonably requested by the State, as to familiarize himself/herself with the progress and quality of the work performed and as to determine, on the basis of such visits, if such progress and quality are in accordance with the Contract Documents. The ARCHITECT/ENGINEER shall be responsible for project meeting minutes. In addition to this, the ARCHITECT/ENGINEER shall periodically report his/her findings thereon to the State, at such times as in the exercise of his/her professional judgment such findings are appropriate and at least monthly, at the conference provided for in Section 1.1.9.6, and further at such times as the State may reasonably request. The ARCHITECT/ENGINEER shall not be required to make exhaustive or continuous on-site inspections, except as required in the exercise of his/her professional judgment for said reports and, except in particular, to fulfill the commissioning requirements. The ARCHITECT/ENGINEER shall not be responsible for construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the work, and he/she shall not be responsible for the Contractor's failure to carry out the work in accordance with the Contract Documents except as provided for herein specifically between the State and the ARCHITECT/ENGINEER.
1.1.9.6. In preparing the bid documents, to the extent that the ARCHITECT/ENGINEER utilizes sub- consultants for their expertise, such as, but not limited to: Landscape Architects, Civil, Structural, Mechanical, and Electrical Engineers, these consultants, in effect, become an extension of the ARCHITECT/ENGINEER. Where the term ARCHITECT/ENGINEER is used in Section 1.1.9.2 as well as 1.1.9.5, it shall include those sub-consultants when work is being performed in their area of expertise. For example, the Mechanical Engineer would inspect the under slab plumbing before it is backfilled, but then wouldn’t necessarily be needed on site until the rest of the mechanical systems are being installed. The sub-consultant shall also be required to periodically inspect the progress of the “As-builts” and verify that they are up-to-date and verify such to the ARCHITECT/ENGINEER, before the ARCHITECT/ENGINEER issues the certificate of payment for that pay period.
1.1.9.7. Based upon his/her determinations and reports made under Section 1.1.9.5 of this Agreement and upon the Contractor's applications for payment, the ARCHITECT/ENGINEER shall once every month, after an on-site conference between the State, the Contractor and the ARCHITECT/ENGINEER, determine the amount then owing to the Contractor and shall then issue a certificate of payment for the amount agreed upon. The issuance of a Certificate for Payment shall constitute a representation by the ARCHITECT/ENGINEER to the State, based on such ARCHITECT/ENGINEER'S determination and report and the data supplied to him/her by the Contractor (without affecting his/her duties defined in Section 1.1.9.5.), that the work has progressed to the point indicated; that the quality of the work is in accordance with the Contract Documents (subject to the results of any specified subsequent tests required by the Contract Documents, to immaterial and insubstantial deviations from the Contract Documents, which will be corrected prior to completion, and to any further specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to such payment in the amount certified. Provided, however, the issuance of such certificate will not affect any obligations of the Contractor to the State. By issuing a certificate for payment, the ARCHITECT/ENGINEER shall not be deemed to represent that he/she has made any examination to ascertain how and for what purpose the Contractor has used the monies paid on account of the contract sum. ARCHITECT/ENGINEER shall not accept any part of the work on behalf of the State; ARCHITECT/ENGINEER may only recommend acceptance. Final acceptance is a right reserved solely to the State.
1.1.9.8. The ARCHITECT/ENGINEER shall be, in the first instance, the interpreter of the requirements of all Construction Documents, and shall have all requisite authority relating thereto for the purposes of authorizing the Contractor to proceed or stop with any component of the project after consultation and agreement with the State. The ARCHITECT/ENGINEER shall not be liable to the State for any loss or cost incurred by the State arising from delays in the construction schedule caused by any decision made by the ARCHITECT/ENGINEER in the reasonable exercise of professional judgment either to exercise or not to exercise his/her authority to stop the Work.
1.1.9.9. The ARCHITECT/ENGINEER shall review and respond to shop drawings, samples, and other submissions of the Contractor as in conformance with the design concept and information in the Contract Documents and the designs and plans relating to the project until approved or not requiring re-submission. The ARCHITECT/ENGINEER shall also review the submittal log at construction meetings and report to the State, on a monthly basis, their findings thereon.
1.1.9.10. The ARCHITECT/ENGINEER shall prepare all change orders and supporting data for the State's approval.
1.1.9.11. The ARCHITECT/ENGINEER shall conduct inspections to determine the Dates of Substantial Completion and Final Completion and shall receive written guarantees and related documents assembled by the Contractors and shall issue a final certificate of payment in accordance with Section 1.1.9.6.
1.1.9.12. The ARCHITECT/ENGINEER shall be responsible for system commissioning in accordance with the BGS Design Guidelines and as indicated in the BGS Commissioning Guidelines. Please see the BGS website xxxx://xxx.xxxxxxx.xxx/facilities/forms . The ARCHITECT/ENGINEER shall inspect, and document, each and every system to ensure that it complies with design intent, including but not limited to: system installation, system operation, and seasonal changeover.
1.1.9.13. Except in the manner specifically provided for herein, the ARCHITECT/ENGINEER shall not be responsible to the State for the acts or omissions of the Contractor or any of the Contractor’s agents or employees, or any other person not an employee or agent of the ARCHITECT/ENGINEER performing work on the Project. The ARCHITECT/ENGINEER shall be responsible for and shall pay the amount of any increase in the total Contract Price or the total Change Order(s) Price, which increase results from an error, inconsistency, or omission in the Contract Documents or instructions.
1.1.9.14. ARCHITECT/ENGINEER shall furnish to the State, a complete set of marked-up drawings and specifications showing all the changes to the Construction Documents made by Addenda, Change Orders, Shop Drawings, RFIs and other information received from the Clerk; and General Contractor’s As-built markups. The changes to the drawings are to be created on a separate layer in the DWG set and highlighted in a box, cloud or the like in the PDF set. The specifications are also to differentiate the changes made by highlighting in a box, cloud, etc. and be provided in Microsoft Word. These drawings and specifications shall be supplied within three (3) months of the date of Substantial Completion and before final payment.
1.1.9.15. Architect/Engineer (and design team members as required) shall conduct a one-year warranty inspection of the completed construction project between the eleventh and twelfth month from the date of substantial completion and shall issue a list of defective items needing correction to the Contractor.
Procurement of Small Works Works estimated to cost $250,000 equivalent or less per contract, up to an aggregate amount not to exceed $800,000 equivalent, may be procured under lump-sum, fixed-price contracts awarded on the basis of quotations obtained from three (3) qualified domestic contractors in response to a written invitation. The invitation shall include a detailed description of the works, including basic specifications, the required completion date, a basic form of agreement acceptable to the Bank, and relevant drawings, where applicable. The award shall be made to the contractor who offers the lowest price quotation for the required work, and who has the experience and resources to complete the contract successfully. Part D: Review by the Bank of Procurement Decisions
Construction Phase Services 3.1.1 – Basic Construction Services
PRE-CONSTRUCTION PHASE SERVICES The Pre-Construction Phase shall be deemed to commence upon the date specified in a written Notice to Proceed with Pre-Construction Phase Services issued by Owner and shall continue through completion of the Construction Documents and procurement of all major Subcontractor agreements. Contractor is not entitled to reimbursement for any costs incurred for Pre-Construction Phase Services performed before issuance of the written Notice to Proceed. Pre-Construction Phase Services may overlap Construction Phase Services. Contractor shall perform the following Pre-Construction Phase Services:
Contractor Name Business License #: Address: City, State, Zip Code: Telephone: Facsimile: Email: * If you are an independent contractor you are required to obtain a business license with the City of Thousand Oaks. Contractor certifies under penalty of perjury that Contractor is a Sole Proprietor Corporation Limited Liability Company Partnership Nonprofit Corporation Other [describe: ]
HHSC and Contractor Agreements HHSC and Contractor hereby agree:
A. That in the event any provision of this Contract becomes unenforceable or void all other provisions of this Contract will remain ineffect.
B. That the Contractor may not transfer or assign this Contract without the express prior written approval of HHSC.
C. That this Contract may be assigned to a state agency or agencies.
D. That HHSC may amend this Contract by written notice to the Contractor. HHSC reserves the right to amend this Contract through execution of a unilateral amendment signed by an HHSC person with delegated signature authority and provided to the Contractor under the following circumstances:
1. to correct an obvious clerical error in the Contract;
2. to incorporate new or revised federal or state statutes, rules or policies;
3. to comply with a court order or judgment; and
4. to change the name of the Contractor to reflect the Contractor's name as recorded by the Texas Secretary of State.
E. That nothing in this Contract or any conduct by a representative of HHSC relating to this Contract shall be construed as a waiver of the state's sovereign immunity to suit.
F. That neither party to this Contract waives its right to enforce a right under this Contract by failing to enforce or delaying the enforcement of any other right under this Contract.
G. That the Contractor is an independent contractor and not an employee of HHSC for any purpose. The Contractor and HHSC agreethat:
1. HHSC will not withhold or pay on behalf of the Contractor any sums for income tax, unemployment insurance, Social Security or any other withholding, or make available to the Contractor any of the benefits, including workers' compensation insurance coverage and health and retirement benefits, afforded to HHSC employees; and
2. the Contractor must indemnify HHSC from any liability, including attorneys' fees and legal expenses, incurred by HHSC with respect to claims that HHSC should have been withholding or making payments on behalf of the Contractor or providing benefits to the Contractor's employees.
H. That nothing in this Contract is intended to create a joint venture, a partnership or a principal-agent relationship.
I. That the Contractor assigns to HHSC all claims for overcharges associated with this Contract arising under the anti-trust laws of the United States, 15 U.S.C. §§ 1-38, or the anti-trust laws of the state of Texas, Tex. Bus. & Com. Code, §§ 15.01-.40.
J. That HHSC has authority to monitor and conduct fiscal and program compliance reviews of the Contractor and its subcontractor(s) to the extent of services provided under the terms of this Contract. The Contractor will grant on-site access at reasonable times to all records relating to services provided and payments received under the terms of this Contract to state and federal auditing agencies and personnel and representatives of HHSC and HHS when it is deemed necessary by such agencies for purposes of inspection, monitoring, auditing or evaluating Contractor's performance under this Contract and compliance with applicable state and federal laws, rules and regulations; the applicable HHSC provider handbook or manual; and this Contract. That for Title XX programs, HHSC shall, by Form 2029, Information Worksheet – POS Contract, set the rate or maximum amount of funds or both available to be paid to Contractor by HHSC. Form 2029 is incorporated into and made a part of this Contract and is effective for the time stated on the form. Form 2029 may be amended by HHSC as necessary to comply with state and federal laws and regulations or renewed by HHSC by a new Form 2029 and incorporated into and made part of this Contract.
K. That in compliance with §2262.003, Texas Government Code:
1. the state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract;
2. acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds; and
3. under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit.
L. That this Contract shall continue subject to the availability of appropriated funds or until the federal or state governments or both cease to participate in the program.
M. That any breach or violation of any of the provisions of this Contract or state or federal regulations shall make this entire Contract, at HHSC's option, subject to termination.
N. That if HHSC does not renew the Contractor's contract due to the Contractor's noncompliance with applicable federal or Texas statutes or rules, the Contractor cannot enter into another contract for a Community Services program until the application denial period established by HHSC expires.
O. That the venue for any lawsuit between HHSC and the Contractor shall be Travis County, Texas.
P. That this Contract may be terminated by:
Assignment Amendments Waiver and Contract Complete 032620-FDX
Engagement of Contractor Subject to the terms and conditions of this Agreement, CDS engages Contractor to provide services specified in Section 1.2. Contractor hereby accepts this engagement by CDS with respect to such matters and for such compensation and terms as provided herein.
