NOTICE OF A SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF HEMPSTEAD PLEASE NOTE: Public comments and matters from the floor are limited to 3 minutes per person. Alllotted minutes cannot be transferred to other individuals. Ifyou would like to request to speak, please do SO in advance ofthe meeting by filling out a Request to Address Council form available upon entrance to the meeting. Please silence all cell phones and electronic devices. PRESENTATIONS ARE LIMITED TO 7 MINUTES. Notice is hereby given that a Special Meeting of the City Council of the City of Hempstead will be held on Monday, the 31st day of March, A.D., 2025 at 5:30 P.M. at the Hempstead City Hall, 1125 Austin Street, Hempstead, Texas, at which time the following subjects will be considered, to-wit: 1. Call to order and invocation. 2. Pledge of Allegiance. 3. Public Comments. 4. Consideration and action on a recommendation from Hempstead Economic Development Board on awarding the bid for additional work at the Hempstead Economic Development Building. 5. Consideration and action on awarding the bid for 150KW Generator & Transfer switch for the Hempstead Recreation Center. (The Project will be tinanced with assistance from the U.S. Department ofTreasury under the Coronavirus State and Local Fiscal Recovery Funds (SLFRF/ARPA) program and is subject to all applicable Federal and State laws and regulations.) 6. Consideration and action on awarding the bid for a street sweeper for the Hempstead Street Department. (The Project will be financed with assistance from the U.S. Department of Treasury under the Coronavirus State and Local Fiscal Recovery Funds (SLFRF/ARPA) program and is subject to all applicable Federal and State laws and regulations.) The City Council ofthe City ofHempstead reserves the right to adjourn into executive session at any time during the course ofthis meeting to discuss any of the matters listed below authorized by Texas Government Code, Sections 551.071 (Consultation with Attorney), 551.072 (Deliberations about Real Property), 551.073 (Deliberations about Gifts and Donations), 551.074 (Personnel Matters), 551.076 (Deliberations about Security Devices), 551.087 (Economic Development), and 551.086 (Certain Public Power Utilities: Competitive Matters). 7.Adjourn City Council Meeting. Dated this,the 21st day of March, A.D., 2025. By: SDez Sabrina Alvarezeojity Secretary I, the undersigned authority, do hereby certify that the above Notice of a Special Meeting of the governing body ofthe City ofH Hempstead is a true and correct copy of said Notice, and that a true and correct copy of said Notice was posted on the City Hall bulletin board and entrances to City Hall, in the City Hall of said City ofHempstead, Texas, a place convenient and readily accessible to the general public at all times, and that said Notice was posted on March 21, 2025 at 8:30 A.M. and remained SO posted continuously for at least 72 hours preceding the scheduled time of said meeting. Datedthis, the 215t day of March, A.D., 2025. Aavez - By: Sabrina Alvarez,ity Secretary PUBLIC PARTICIPATION BY TELEPHONE The City ofHempstead City Council may conduct the meeting scheduled at 5:30 P.M. on Monday the 31st day of March 2025 at the Hempstead City Hall, 1125 Austin Street, Hempstead, Texas. The public will be permitted to offer public comments telephonically as provided by the agenda and as permitted by the presiding officer during the meeting. A recording oft the telephonic meeting will be made and will be available to the public upon written request. The toll-free dial-in number to participate in the meeting telephonically is: I-346-248-7799; Access Code 989-478-2100 IF CITY COUNCIL MEMBERS ARE GOING TO APPEAR BY VIDEOCONFERENCE A QUORUM OF COUNCILMEMBERS MUST BE PRESENT AT THE LOCATION. NOTICE OF MEETING BY VIDEO CONFERENCE The City of Hempstead City Council may conduct the meeting scheduled at 5:30 P.M. on Monday the 31st day of March 2025 at the Hempstead City Hall, 1125 Austin Street, Hempstead, Texas by videoconference in addition to allowing in person attendance. A quorum of the City Council will be physically present at the Hempstead City Hall, 1125 Austin Street, Hempstead. The public may participate in the City Council Meeting by using the following information: 1-346-248-7799, Access Code 989-478-2100 March 31, 2025 Mayor and Council, Enclosed in this packet is a bid submission from Bulldog Construction and Remodeling for your review. ******ONLY ONE BID WAS SUBMITTED Please sign below to acknowledge that you have received and reviewed the bid and return this signed copy to the City Secretary. Thank you. NOTICE TO BIDDERS OF THE INTENTION OF THE CITY OF HEMPSTEAD, TEXAS, TO LET A CONTRACT FOR THE ADDITIONAL RENOVATION OF THE EDC BUILDING (NSTALLATION OF CEILING TILE, INSULATION, SHEETROCK, BASE BOARDS, AND PAINTING) LOCATED AT 1236 11TH STREET, HEMPSTEAD, TX 77445 Sealed bids in duplicate addressed to the City of Hempstead will be received by Ms. Sabrina Alvarez, City Secretary, at the City of Hempstead City Hall, 1125 Austin, Hempstead, Texas 77445, until 5:00 p.m. local time, Tuesday, 18th of March 2025, furnishing all plants, labor, supervision, tools and equipment and performing all work required for the labor and equipment for THE ADDITIONAL RENOVATION OF THE EDC BUILDING (INSTALLATION OF CEILING TILE, INSULATION, SHEETROCK, BASE BOARDS, AND PAINTING). Bids received after this time will not be accepted and returned unopened. Bids shall be submitted in sealed envelopes upon the blank form of proposal furnished. These bids will be publicly opened and read aloud in the City Council Chambers of the City Hall at 10:00 A.M. local time, Wednesday, 19th of March 2025. A mandatory pre-bid meeting for all interested parties will be held in the EDC Building, 1236 11th Street, Hempstead, TX 77445 on Wednesday, March 12, 2025, at 1:30 p.m. The successful bidder must furnish Maintenance, Performance and Payment bonds upon an approved standard form in the amount of one hundred percent (100%) of the contract amount from an approved Surety Company authorized to issue Payment and Performance Bonds in the State Of Texas. Ms. Sabrina Alvarez, City Secretary, at the City of Hempstead City Hall, 1125, Austin, Hempstead, Texas 77445 The City reserves the right to reject any or all bids and waive any or all informalities. No bid may be withdrawn until the expiration of sixty (60) days from the date bids are opened. INSTRUCTION TO BIDDERS 1.0 INVITATION a. The Work. Bids are invited from contractors to furnish labor, material and equipment for THE ADDITIONAL RENOVATION OF THE EDC BUILDING (INSTALLATION OF CEILING TILE, INSULATION, SHEETROCK, BASE BOARDS, AND PAINTING.) LOCATED AT 1236 11TH STREET, HEMPSTEAD, TX 77445 according to the specifications, drawings, standard provisions and all instructions. b. The Owner. Hempstead Economic Development Corporation 1125 Austin Street Hempstead, Texas 77445 Attention: Mayor Katherine Ward. Telephone: (979) 826-2486 2.0 RECEIPT OF BIDS Sealed bids in duplicate addressed to the City of Hempstead will be received by Ms Sabrina Alavarez, City Secretary, at the City of Hempstead City Hall, 1125 Austin, Hempstead, Texas 77445, until 5:00 p.m. local time, Tuesday, 18th of March 2025. Bids received after this time will not be accepted and returned unopened. 3.0 BIDDING DOCUMENTS a. Bidding documents include all documents available during the bidding period, including the instruction to bidders, contract forms, conditions of the contract, specifications, drawings and addenda, if any. b. Bidders may pick up documents from City Hall, Hempstead City Hall, 1125 Austin, Hempstead, Texas 77445. C. Bidding documents may be examined by appointment at the City Hall, City of Hempstead, 1125 Austin, Hempstead, Texas 77445 or call for information (979) 826-2486. 4.0 SEPARATE CONTRACTOR PROVISIONS a. Contractor must abide by all state and local laws regulating sales tax exemption for work being performed for tax-exempt entities. b. Contractor is responsible for obtaining all permits required by the work at no additional cost to the Owner, except as may specifically be exempted in the Special Conditions. All City permit fees are waived for this contract. d. Any catalog, brand name or manufacturer's reference used is considered to be descriptive - not restrictive - and is indicative of the type and quality the City desires to purchase. Bids on similar items of like quality will be considered if the bid is noted and fully descriptive brochures are enclosed. If notation of substitution is not made, it is assumed vendor is bidding the item specified. The City of Hempstead reserves the right to determine equals. 5.0 EXAMINATION & QUESTIONS a. Bidder shall carefully examine the bidding documents and the site to determine the actual conditions under which work will be done. Bidders are expected to inspect the site of the work and to inform themselves of local conditions, and carefully examine the plans, specifications and other documents. Any questions as to the meaning of any plans, specifications, instructions, bid documents or any part thereof shall be submitted to the City Secretary on or before five (5) days prior to the scheduled bid opening. Any interpretation by the City, if made, will be made by addendum, which will be sent to all who have been furnished with bid documents. The City will not be responsible for any other explanation or interpretation of the proposed bid made or given prior to the award of the contract. Any objections to the specifications and requirements as set forth in this bid must be filed in writing with the City Secretary on or before five (5) days prior to the scheduled opening. b. Data in the bidding documents pertaining to existing conditions is for convenience only and does not supplant obtaining firsthand information at the site. C. Adjusting payments will not be authorized for work that could have been foreseen by a careful examination of the site. d. Submission of a bid constitutes acceptance by the bidder of existing site conditions as a part of the requirements of this work. 6.0 COMPLETION TIME The contract shall be completed by Tiwre os (90 calendar days from the date the work commences). 7.0 SUBMITTAL a. Submit bid and other required data in an opaque, sealed envelope. If submitted by mail, enclose bid envelope in another envelope addressed for mailing. Plainly identify the sealed envelope with the following information: (Bids Due at 5:00 p.m.) Do not open before_ March 19, 2025 Bid EDC ADDITIONAL RENOVATIONS OF THE EDC BUILDING (INSTALLATION OF CEILING TILE, NSULATION, SHEETROCK, BASE BOARDS, AND PAINTING) Owner: The City of Hempstead, Economic Development Corporation Bidder: b. Submit bid on the bid form provided. Fill in all blanks. If no amount is to be included, insert three zeros in the space. Include all unit cost items and all alternatives shown on the bid form; failure to comply may be cause for rejections. No segregated bids or assignments will be considered. C. Do not alter the bid form with written memoranda or qualifications. Any explanation, alteration, or other statements proposed by the bidder must be written separately, signed independently, and included in the bid envelope. Bids may not be modified after submittal. d. Sign in longhand below the typed name of the person authorized to bind the bidder to a contract. When the bidder is a corporation, the bid must be signed with the legal name of the corporation followed by the name of the State of Incorporation and the legal signature of a person authorized to bind the corporation to a contract. 8.0 PERFORMANCE BOND, LABOR AND MATERIAL PAYMENT BOND AND MAINTENANCE BOND Bidders must furnish Performance, Payment and Maintenance bonds upon an approved standard form in the amount of one hundred percent (100%) of the contract amount from an approved Surety Company authorized to issued Performance, Payment and Maintenance Bonds in the State of Texas. The Maintenance bond shall guarantee any repair work necessary to any part of the work performed under the contract from defective workmanship or materials, not furnished by the City of Hempstead, used therein. 9.0 CERTIFICATES OF INSURANCE Before commencing any of the work, Contractor shall file with the Owner valid Certificates of iInsurance acceptable to the City in the amounts prescribed below. This Certificate of Insurance should include Comprehensive General Liability including Contractors Liability, Contractual Liability, Independent Contractors Liability, Completed Operations and Products Liability. Completed Operations and Product Liability shall be in effect until one year after the date of acceptance of construction. Said insurance policies, except for Workers' Compensation shall name the City of Hempstead its officers, officials and employees as additional insured. Such Certificates shall also contain a provision that coverage's afforded under the policies will not be cancelled until at least thirty (30) days prior written notice has been given to the City. 1.) General Liability and Commercial Liability (a.) General Aggregate $1,000,000 (b.) Products-Comprehensive/Operations Aggregate $1,000,000 (c.) Each Occurrence $1,000,000 (d.) Fire Damage (Any one fire) $50,000 (d.) Medical Expense (Any one person) $5,000 2.) Comprehensive Automobile Liability $1,000,000 3.) Excess Umbrella Liability $1,000,000 4.) Workers' Compensation Statutory 10.0 WITHDRAWAL a. Bids may be withdrawn any time before bid opening but may not be resubmitted. b. Bids may not be withdrawn or modified after bid opening time unless the award of the contract has been delayed more than 60 days. 11.0 QUALIFICATIONS OF BIDDERS a. The Owner may make any investigations deemed necessary to determine the bidder's ability to perform the work. When requested, Contractor shall furnish such information and data necessary for this purpose. b. The Owner reserves the right to reject any bid if evidence submitted by or investigation of the bidder indicate that the bidder is not properly qualified in the opinion of the Owner, to complete the work satisfactorily. 12.0 AWARD OF CONTRACT The Owner is not obligated to accept the lowest bid or any bid. The Owner reserves the right to reject any or all bids and to waive any informality in bids or in bidding. The Owner may accept any bid deemed advantageous. The Owner will award the contract to the lowest and most responsible bidder, which represents the most responsive bid to the City, price and other factors considered. In determining the most responsive bid or price and other factors, which include, but are not limited to, specifications, delivery requirements, warranty, cost of maintenance and operation, contractors past experience and performance with similar jobs, quality of construction based on past jobs and recommendations, subcontractors qualifications, personnel and quality of personnel to complete job satisfactorily and time of construction. 13.0 RETURN OF SIGNED CONTRACTS By submitting a bid, the Contractor agrees to return signed contracts with proper bonds and insurance certificates within 14 calendar days after the City has given the unsigned contracts to the Contractor. Should the Contractor fail to return properly executed contracts within 14 days, the City may disqualify that Contractor and recommend that the Owner enter into contracts with the next highest bidder. A copy of the contract is included in this packet. 14.0 CONFLICTS OF INTEREST Bidders must comply with any conflict of interest provisions in the Code of Ordinances, State of Texas and Federal Laws. 15.0 PROTECTION AGAINST INJURY TO PUBLIC The Contractor shall at all times exercise reasonable precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, State, and Municipal safety laws and building and construction codes. The Contractor and his Sureties shall indemnify and save harmless the City and all its officers, agents, and employees from all suits, actions, or claims of any character, name and description brought for or on account of any injuries or damages received or sustained by any person or persons or property, on account of any negligent act or fault of Contractor, his agents or employees, in the execution of said contract; or on account of the failure of the Contractor to provide necessary barricades, warning lights, or signs; and will be required to pay any judgment, with costs, which may be obtained against the City growing out of such injury or damage. 16.0 DAMAGES FROM THE ELEMENTS All loss or damage to the Contractor arising out of the elements, or from any unforeseen circumstances in the prosecution of the same, or from unusual obstructions or difficulties, which may be encountered in the prosecution of the work, shall be sustained and borne by the Contractor at the Contractor's own cost and expense. 17.0 PROTECTION OF ADJACENT OR ADJOINING PROPERTY The Contractor shall take proper means to protect the adjacent or adjoining property or properties in any way encountered, which might be injured or seriously affected by any process of construction to be undertaken under this Agreement, from any damage or injury by reason of said process of construction. When SO desired by the City, the Contractor shall furnish satisfactory evidence that all obligations of the nature hereinabove designated have been paid, discharged or waived. If the Contractor fails to do so, then the City may at the option of the Contractor's either pay directly any unpaid bills, of which the City has written notice, or withhold from the Contractor's unpaid compensation a sum of money deemed reasonable sufficient to liquidate any and all such lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged, where upon payments to the Contractor shall be resumed in full, in accordance with the terms of this contract, but in no event shall the provisions of this sentence be construed to impose any obligation upon the City by either the Contractor or his Surety. 18.0 PROTECTION AGAINST INJURY TO PUBLIC The Contractor shall at all times observe and comply with all Federal, State and local laws, ordinances, and regulations, which in any manner affect the contract or the work, and shall indemnify and save harmless the Owner against any claim arising from the violation of any such laws, ordinances, and regulations whether by the Contractor or his employees. 19.0 PERSONAL CONTROL The Contractor agrees that he will retain personal control and will give his personal attention to the fulfillment of this contract and that he will not assign by Power of Attorney or otherwise or sublet said contract without the written consent of the City. 20.0 PROTECTION OF MPROVEMENTS The Contractor shall maintain and keep in good repair the improvements covered by these plans and specifications during the life of his contract. Existing improvements at the project location shall at all times be protected by the Contractor during the construction specified herein., All such improvements shall be left in a condition equal to that prior to the start of construction. : 21.0 PROPERTY CORNER MARKERS The Contractor shall protect all property corner markers, and when any such markers or monuments are in danger of being disturbed, they shall be properly referenced and if disturbed shall be reset at the expense of the Contractor. 22.0 BOUNDARY FENCES AND DRAINAGE CHANNELS Boundary fences or other improvements removed to permit this construction shall be replaced in the same location; and left in a condition as good or better than that in which they were found. Where surface drainage channels are disturbed or blocked during construction, they shall be restored to their original condition of grade and cross section after the work or construction is completed. 23.0 LIGHT AND POWER The Contractor shall provide, at his own expense, temporary lighting and power facilities required for the proper prosecution and inspection of the work. BID FORM HEMPSTEAD ECONOMIC DEVELOPMENT CORPORATION, TEXAS THE RENOVATION OF THE EDC BUILDING (INSTALLATION OF CEILING TILE, INSULATION, SHEETROCK, BASE BOARDS, AND PAINTING) LOCATED AT 1236 11TH STREET, HEMPSTEAD, TX 77445 Sealed bids, subject to the terms and conditions of this Invitation for Bids, for THE RENOVATION OF THE EDC BUILDING (INSTALLATION OF CEILING TILE, INSULATION, SHEETROCK, BASE BOARDS, AND PAINTING) LOCATED AT 1236 11TH STREET, HEMPSTEAD, TX 77445 will be received by the Ms. Sabrina Alvarez, City Secretary, at the City of Hempstead City Hall, 1125, Austin, Hempstead, Texas 77445 until 5:00 P.M. (Local Time), Friday, 7th of March, 2025. Bids received after the specified time will be returned unopened. Legal Name of Contracting Company Balllos bnshmohon A Bempehy Federaldb. # (or Social Security # if Individual) 4su ole 3148 Contact Person Title MMA# AbH Dwne - Telephone Number Fax Number E-Mail Address AAREI gsfk bypaHA2Pgmlan Mailing Address 30D10 E. Park City, State Zip Hempstak IK 774hts Authorized Signature Title BH Bwnr Daté 7/24/2025 HEMPSTEAD ECONOMIC DEVELOPMENT COPORATION SPECIFICATIONS) PERIOD OF CONTRACT: This contract is for the anticipated period of March 17, 2025 through June 15, 2025. Any apparent omission of a detailed description within this specification concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and that only material and workmanship of the finest quality are to be used. All interpretations of specifications shall be made on the basis of this statement. The items furnished under this contract shall be new, unused of the latest product in production to commercial trade and shall be of the highest quality as to materials used and workmanship. Manufacturer furnishing these items shall be experienced in design and construction of such items and shall be an established supplier of the item bid. ed and workmanship. Manufacturer furnishing these items shall be experienced in design and construction of such items and shall be an established supplier of the item bid. The undersigned certifies that the bid prices contained in this proposal have been carefully checked and are submitted as correct and final. Date Signed zlzuhns Bullas bohbn Fhkely gcempany) By A Dwner (ytle) 3DID EPrt-Dr Havpsknd TR 714LS (Address) 974-221-8HL (Telephone Number) Witness SEAL (if Bidder is a Corporation) STATEMENT OF QUALIFICATIONS The following is a list of references that the company submitting the bid did work for within the last two years as required by the bid specifications: 1. Project: EDL Renovahon Plasel Contract Amnt: $124,352,00 Owner: Litynl Heprel EVL Scope of Work: Birous R DRmoe, HVAL Contact Person: frank Eolayuee Phone Number: 974 82L 2486 2. Project: BohT labans Contract Amnt: $300,D0O.DD Owner: Lan + Kahe Dalnsow Scope of Work: NEw cowsrupken DA drual ckbis Contact Person: bnIhpon Phone Number: 281 733 essy 3. Project: 2312 Su6lL, HwhTL Contract Amnt: $55 885,60 Owner: P: Mp + Sylua Luplhalt Scope of Work: Coplk anaahou nMlhplehe Contact Person: Sylvx KampshoA Phone Number: 7/3 G14 3227 Agreement for Construction Services This Agreement ("Agreement") between the City of Hempstead, Texas Economic Development Corporation, a non-profit corporation created under Chapter 501 and Chapter 504,,0 of the Local Govemment Code of the State of Texas ("Owner") and balkos efant d Low!lly ("Contractor") is entered into in accordance with the following terms and conditions: ARTICLE 1 SCOPE OF WORK 1.1 The Owner desires to retain Contractor for the construction of the renovation of the EDC Building (Installation of ceiling tile, insulation, sheetrock, baseboards, and painting.) (hereinafter called the "Project"). The Contractor shall have the overall responsibility for and shall provide complete construction services and furnish all materials, equipment, tools and labor as necessary or reasonably inferable to complete the Project, or any phase ofthe Project, in accordance with the Owner's requirements and the terms of this Agreement (hereinafter collectively referred to as the "Work"). ARTICLE 2 CONTRACTPRICE 2.1 Owner agrees to pay to the Contractor, for the satisfactory performance of the Work, the lump sum price of$ 74,085.00 (the "Lump Sum Contract Price") in accordance with the terms and conditions of this Agreement. ARTICLE 3 PLANS AND SPECIFICATIONS 3.1 The Work shall be performed pursuant to and in accordance with the plans and specifications attached hereto as Exhibit "A", as well as any revisions made thereto. ARTICLE 4 CONTRACT TIME 4.1 Contractor shall commence the Work upon instruction to do sO from the Owner and shall achieve Substantial Completion within 90 calendar days from the date the Work is commenced; provided, however, Owner may extend said time period in the event bad 1 weather affects the progress oft the Work. Unless otherwise specified in writing, Contractor shall achieve Final Completion within (90) calendar days of Substantial Completion. Owner shall determine when the Project has been fully and finally completed to its satisfaction. The time set forth for completion of the work is an essential element of the. Agreement. 4.2 Liquidated Damages. Contractor acknowledges and recognizes that Owner is entitled to full and beneficial occupancy and use of the completed Work following expiration of the Contract Time and that Owner has entered into, or will enter into, binding agreements upon Contractor's achieving Substantial Completion of the Work within the Contract Time. Contractor further acknowledges and agrees that if Contractor fails to complete substantially or cause the Substantial Completion of any Phase of the Work within the Contract Time, Owner will sustain extensive damages and serious loss as a result of such failure. In the cases of missed scheduled events, which incur exact losses of revenue and exact expenses for fees and other cancellation costs, Contractor shall be responsible for the exact amount of damages sustained by Owner. In other cases, the exact amount of such damages will be extremely difficult to ascertain. Therefore, Owner and Contractor agree as set forth below: (a) Subject to the other terms and conditions herein, if Substantial Completion is not achieved by the date specified above or by such date to which the Contract Time may be extended, the Contract Price shall be reduced by 15500 % ($200) per calendar day as liquidated damages and not as a penalty, until the date of Substantial Completion. Force majeure shall apply relativetol both rain/snow/storm delays (acts of nature) and/or supply delays over which Contractor has no control, and such force majeure delays shall not be subject to such reduction of the Contract Price. (b) Owner may deduct liquidated damages described herein from any unpaid amounts then or thereafter due Contractor under this Agreement. Any liquidated damages not sO deducted from any unpaid amounts due Contractor shall be payable by Contractor to Owner at the demand of Owner, together with the interest from the date oft the demand at a rate equal to the prime interest rate as published by the Wall Street Journal on the first (1st) business day after such amounts are demanded. (c) Notwithstanding anything to the contrary in this Agreement, if Owner is unable to recover any portion of liquidated damages in accordance with the terms and conditions herein because it is found to be unenforceable or invalid as a penalty or otherwise, then, Owner shall be entitled to recover from Contractor all of Owner's actual damages in connection with the failure by Contractor to achieve Substantial Completion of the Work within the Contract Time, including, without limitation, direct, indirect, or consequential damages. ARTICLE 5 PAYMENT 2 5.1 Contractor shall receive one lump sum payment of the Lump Sum Contract Price upon completion of the Project. ARTICLE 6 CONTRACTOR'S GENERAL RESPONSIBILITIES AND COVENANTS 6.1 Contractor shall render, diligently and competently in accordance with the highest standards used in the profession/industry, all Contractor services which shall be necessary or advisable for the expeditious, economical and satisfactory completion of the Project. Contractor agrees to use its best efforts, skill, judgment, and abilities to perform its obligations and to further the interests ofOwner in accordance with Owner's requirements and procedures. 6.2 Contractor's duties as set forth herein shall at no time be in any way diminished by reason of any approval by the Owner nor shall the Contractor be released from any liability by reason of such approval by the Owner, it being understood that the Owner at all times is ultimately relying upon the Contractor's skill and knowledge in performing the services required hereunder. 6.3 Contractor is responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. The safety program shall comply with all applicable requirements of the current federal Occupational Safety and Health Act and all other applicable federal, state and local laws and regulations. 6.4 Contractor shall be responsible for all construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. The Contractor shall keep the Owner informed ofthe progress and quality of the Work. 6.5 Insurance. Contractor shall carry insurance in the types and amounts indicated below for the duration of the Agreement, which shall include items owned. by Owner in the care, custody and control of Contractor prior to and during construction. Contractor must also complete and file the declaration pages from the insurance policies with Owner whenever aj previously identified policy period expires during the term ofthe Agreement, as proof of continuing coverage. Contractor shall update all expired policies prior to submission of any payment requests hereunder. Failure to update policies shall be reason for payment to be withheld until evidence for renewal is provided to the Owner. If the Contractor fails to obtain, maintain or renew any insurance required by this Agreement, the Owner may, among other remedies available hereunder or at law, obtain insurance coverage directly and recover the cost oft that insurance from the Contractor or declare this Agreement void ifthe Contractor does not remedy the breach within ten (10) days after receipt of notice of breach from the Owner. All policies ofinsurance provided by the Contractor must comply with the requirements set forth herein, the. Agreement and the laws of the State of Texas. 3 (a) The Contractor shall provide and maintain, until the Work covered in the Agreement is completed and accepted by the Owner, the minimum insurance coverages in the minimum amounts as described below. Type ofCoverage Limits of Liability 1. Worker's Compensation Statutory 2. Employer's Liability Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Each Employee Bodily Injury by Disease $500,000 Policy Limit 3. Commercial general liability including completed operations and contractual liability insurance for bodily injury, death, or property damages in the following amounts: COVERAGE PER OCCURRENCE Commercial General Liability $1,000,000 (including premises, completed operations and contractual) Aggregate policy limits: $2,000,000 4. Comprehensive automobile and auto liability insurance (covering owned, hired, leased and non-owned vehicles): COVERAGE PER PERSON PER OCCURRENCE Bodily injury (including death) $1,000,000 $1,000,000 Property damage $1,000,000 $1,000,000 Aggregate policy limits No aggregate limit 5. Damage to Rented Property/Premises (Ea. Occurrence): $100,000 6. Builder's Risk Insurance (all-risks) An all-risk policy, in the amount equal at all times to 100% of the Lump Sum Contract Price. The policy shall include coverage for loss or damage caused by certified acts of terrorism as defined in the Terrorism Risk Insurance Act. The policy shall be issued in the: name of the Contractor and shall name its Subcontractors as additional insureds. The Owner shall be 4 named as a loss payee on the policy, The builders risk policy shall have endorsements as follow: i. This insurance shall be specific as to coverage and not considered as contributing insurance with any permanent insurance maintained on the present premises. If off-site storage is permitted, coverage shall include transit and storage in an amount sufficient to protect property being transported or stored. ii. For renovation projects and or portions ofwork contained within an existing structure, the Owner waives subrogation for damage by fire to existing building structure(s), if the Builder's Risk Policy has been endorsed to include coverage for existing building structure(s) in the amount described in the Special Conditions. However, Contractor shall not be required to obtain such an endorsement unless specifically required by the Special Conditions if any. The aforementioned waiver of subrogation shall not be effective unless such endorsement is obtained. 7. Flood insurance when specified in Supplementary General Conditions or Special Conditions. 8. Umbrella coverage in the amount of not less than $2,000,000. (b) Workers' Compensation Insurance Coverage: (c) Definitions: 1. Certificate ofcoverage ("certificate")- - A copy of a certificate ofinsurance, a certificate of authority to self-insure issued by the Texas Workers' Compensation Commission, or a coverage agreement (TWCC-81, TWCC- 82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage fort the person's or entity's employees providing services on a project, for the duration ofthe Project. 2. Duration of the Project - includes the time from the beginning oft the work on the Project until the Contractorspersons work on the Project has been completed and accepted by the Owner. 3. Coverage Workers' compensation insurance meeting the statutory requirements ofthe Texas Labor Code, $401.011(44). 4. Persons providing services on the Project 'subcontractor"), - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the Project, regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, Owner- 5 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, office supply deliveries, and delivery of portable toilets. (d) The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, $401.011(44) for all employees of the Contractor providing services on the Project, for the duration oft the Project. (e) The Contractor must provide a certificate of coverage prior to execution of the Agreement/Contratt, and in no event later than ten (10) days from Notice of Award. Failure to provide the insurance in a timely fashion may result in loss of Contractor's bid bond. (f). If the coverage period shown on the Contractor's current certificate of coverage ends during the duration oft the Project, the Contractor must, prior to the end ofthe coverage period, file a new certificate of coverage with the Owner showing that coverage has been extended. (g) The Contractor shall obtain from each person providing services on a project, and provide to the Owner: 1. a certificate of coverage, prior to that person beginning work on the Project, SO the Owner will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 2. no later than seven days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration ofthe Project. (h) The Contractor shall retain all required certificates of coverage for the duration ofthe Project and for one year thereafter. The Contractor shall notify the Owner in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project. The Contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, 6 informing all persons providing services on the Project that they are required to be covered, and stating how aj person may verify coverage and report lack of coverage. (k) The Contractor shall contractually require each person with who it contracts to provide services on a project, to: 1. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas labor Code, Section 401.011(44) for all of its employees providing services on the Project, for the duration of the Project; 2. Provide to the Contractor, prior to that person beginning work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project, for the duration ofthe Project; 3. Provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 4. Obtain from each other person with whom it contracts, and provide to the Contractor: i. A certificate ofc coverage, prior to the other person beginning work on the Project; and ii. 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 ofthe Project; 5. Retain all required certificate of coverage on file for the duration of the Project and for one year thereafter; 6. Notify the Owner in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (a)-(g), with the certificates of coverage to be provided to the person for whom they are providing services. 7 - By signing the Agreement/Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the Owner that all employees of the Contractor who will provide services on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the Commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. (m) The Contractor's failure to comply with any ofthese provisions is a breach of contract by the Contractor which entitles the Owner to declare the Agreement/Contract: void if the Contractor does not remedy the breach within ten days after receipt of notice ofbreach from the Owner. 6.5.3 Ifinsurance policies are not written for the amounts specified herein, Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of primary coverage. 6.5.4 Insurance coverage required hereunder shall be written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and rated A- or better by A.M. Best Company, or otherwise acceptable to Owner. 6.5.5 The Owner ("the Hempstead Economic Development Corporation"), its officials, employees and volunteers shall be named as an additional insured on all required policies. These insurance policies shall contain the appropriate additional insured endorsement signed by a person authorized by that insurer to bind coverage on its behalf. 6.5.6 The furnishing of the above listed insurance coverage, as may be modified by the Agreement, must be tendered prior to execution ofthe Agreement/Contract, and in no event later than ten (10) days from Notice of Award. Failure to provide the insurance in a timely fashion may result in loss ofContractor's bid bond. 6.5.7 Owner reserves the right to review the insurance requirements set forth herein during the Agreement and to make reasonable adjustments to the insurance coverage and their limits when deemed necessary and prudent by the Owner based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. 6.5.8 Owner shall be entitled, upon request, and without expense, to receive complete copies of the policies with all endorsements and may make any reasonable requests for deletion, or revision or modification of particular policy terms, conditions, limitations, or exclusions, except where policy provisions are established by law or regulation binding upon the Parties or the underwriter of any of such polices. Damages caused by the Contractor and not covered by insurance shall be paid by the Contractor. 8 6.5.9 Contractor shall be responsible for payment of premiums for all ofthe insurance coverages required hereunder. Contractor further agrees that for each claim, suit or action made against insurance provided hereunder, with respect to all matters for which the Contractor is responsible hereunder, Contractor shall be solely responsible for all deductibles and self- insured retentions. Any deductibles or self-insured retentions over $75,000 in the Contractor's insurance must be declared and approved in writing by Owner in advance. 6.5.10 Contractor shall contractually require each person or entity with whom it contracts to provide services in relation to the Work, to comply with every insurance requirement that Contractor must comply with hereunder, More specifically, each person or entity with whom Contractor contracts to provide services on the in relation to the Work must comply with each insurance requirement hereunder just as if such person or entity was the Contractor. Thus, every reference to Contractor under each insurance requirement hereunder shall mean and include each person or entity with whom Contractor contracts to provide services in relation to the Work. Ifany such person or entity with whom Contractor contracts to provide services in relation to the Work fails to obtain, maintain or renew any insurance required by this Agreement, Owner may, among other remedies available hereunder or at law, obtain insurance coverage directly and recover the cost of that insurance from the Contractor or declare this Agreement void if the Contractor does not remedy the breach within ten (10) days after receipt of notice ofbreach from the Owner. ARTICLE 7 INDEMNITY 7.1 INDEMNIFICATION - EMPLOYEE PERSONAL INJURY CLAIMS. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND (WITH COUNSEL OF OWNER'S CHOOSING), AND HOLD HARMLESS OWNER, AND OWNER'S EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, OFFICERS, AND DIRECTORS (COLLECTIVELY, THE "INDEMNITEES") AND SHALL ASSUME ENTIRE RESPONSIBILITY AND LIABILITY (OTHER THAN AS A RESULT OF INDEMNITEES' GROSS NEGLIGENCE) FOR ANY CLAIM OR ACTION BASED ON OR ARISING OUT OF THE PERSONAL INJURY, OR DEATH, OF ANY EMPLOYEE OF CONTRACTOR, OR OF ANY SUBCONTRACTOR, OR OF ANY OTHER ENTITY FOR WHOSE ACTS THEY MAY BE LIABLE, WHICH OCCURRED OR WAS ALLEGED TO HAVE OCCURRED ON THE PROJECT SITE OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK. CONTRACTOR HEREBY INDEMNIFIES THE INDEMNITEES EVEN TO THE EXTENT THAT SUCH PERSONAL INJURY WAS CAUSED OR. ALLEGED TO HAVE BEEN CAUSED BY THE SOLE, COMPARATIVE OR CONCURRENT NEGLIGENCE OR THE STRICT LIABILITY OF ANY INDEMNIFIED PARTY. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION, OR BENEFITS PAYABLE UNDER INSURANCE 9 POLICIES, WORKERS COMPENSATION, ACTS, DISABILITY BENEFITS ACTS, OR OTHER EMPLOYEES BENEFIT ACTS. INDEMNIFICATION - OTHER THAN EMPLOYEE PERSONAL INJURY CLAIMS. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND (WITH COUNSEL OF OWNER'S CHOOSING), AND HOLD HARMLESS OWNER, AND OWNER'S EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, OFFICERS, AND DIRECTORS (COLLECTIVELY, THE INDEMNITEES") FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUTNOT LIMITED TO ATTORNEYS' FEES, ARISING OUT OF OR ALLEGED TO BE RESULTING FROM THE PERFORMANCE OF THIS AGREEMENT OR THE WORK DESCRIBED HEREIN, TO THE EXTENT CAUSED BY THE NEGLIGENCE, ACTS, ERRORS, OR OMISSIONS OF CONTRACTOR OR ITS SUBCONTRACTORS, ANYONE EMPLOYED BY THEM OR. ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED IN WHOLE OR IN PART BY A PARTY INDEMNIFIED HEREUNDER. 7.2 Except for the obligation of Owner to pay Contractor the Lump Sum Contract Price pursuant to the terms of this Agreement, and to perform certain other obligations pursuant to the terms and conditions explicitly set forth herein, Owner shall have no liability to Contractor or to anyone claiming through or under Contractor by reason of the execution or performance ofthis Agreement. Notwithstanding any obligation or liability ofOwner to Contractor, no present or future partner or affiliate ofOwner or any agent, officer, director, or employee of Owner, the Hempstead Economic Development Corporation, the City of Hempstead Texas, or of the various departments, officers and employees of the City of Hempstead, or departments comprising the City of Hempstead, or anyone claiming under Owner has or shall have any personal liability to Contractor or to anyone claiming through or under Contractor by reason oft the execution or performance ofthis Agreement. ARTICLE 8 WARRANTY 8.1 Contractor hereby warrants that the materials and equipment provided for the Work will be of good quality and new unless otherwise required or permitted by the Owner; that the construction will be free from faults and defects; and that the construction will conform with the requirements of the plans, specifications, drawings and the terms of this Agreement. 8.2 Contractor shall provide warranty services for the Work for a full twelve (12) months following Final Completion and final payment. Just before the warranty period expires, Contractor shall attend an on-site meeting with the Owner to ensure that all warranty issues have been identified and properly remedied. 10 ARTICLE 9 ARTICLE 9 BONDS: 9.1 Performance Bond. Upon execution of this Agreement, Contractor shall provide a Performance Bond in the amount of 100% of the Contract Price. The surety for a Performance Bond shall meet the requirements ofTexas law and the requirements set forth in the Agreement. 9.2 Payment Bond. Upon execution of this Agreement, Contractor shall provide a Payment Bond in the amount of 100% of the Contract Price, as security for the true and faithful payment in full of all subcontractors and persons performing labor, services, materials, machinery, and fixtures in connection with the Work. The surety for a Payment Bond shall meet the requirements of Texas law and the requirements set forth in the Agreement. 9.3 Warranty Bond. Upon Final Completion, Contractor shall provide a Warranty Bond in the amount of 20% of the Contract Price, as security for the true and faithful performance of all warranties set forth in the Agreement. 9.4 Performance and Payment Bonds. All subcontractors' bonds must include a dual obligee rider, naming the Contractor and the Owner as dual obligees. If the Lump Sum Price is increased pursuant to the terms of the Contract, the Owner may require that the amount of the bonds be increased in the amount of one hundred percent (100%) of the increase and the Contractor, and Subcontractor shall promptly comply. The Contractor and Subcontractor shall furnish a copy of the a copy of its bonds to any potential beneficiary of the bonds, or permit that person or company to make a copy. If the bonds provided become unacceptable to the Owner, the Contractor or Subcontractor shall promptly provide substitute security acceptable to the Owner. Ifthe Contractors intends to exercise its rights as dual obligee under any Subcontractor's bond, it shall first give the Owner twenty (20) days written notice, SO that the Owner may lodge any objection it may reasonable have to the proposed action ARTICLE 10 TERMINATION OR SUSPENSION OF THE AGREEMENT 10.1 Termination by Contractor. Ifone ofthe reasons described below exists, the Contractor may, upon thirty (30) business days written notice to the Owner, terminate the Agreement and recover from the Owner payment for Work executed, including reasonable overhead, profit, and costs incurred by reason of such termination: (a) Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; 11 (b) An act of government, such as a declaration of national emergency that requires all Work to be stopped; or (c) Ifthe Work is stopped for a period of ninety (90) consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Agreement. 10.2 Termination by the Owner for Cause (a) The Owner may terminate the Agreement ifthe Contractor: 1. Fails to commence the Work in accordance with the provisions of the Agreement. 2. Fails to prosecute the Work to completion thereof in a diligent, efficient, timely, workmanlike, skillful and careful manner and in strict accordance with the provisions ofthe Agreement; 3. Fails to use an adequate amount or quality of personnel or equipment to complete the Work without undue delay; 4. Fails to perform any ofits obligations under the. Agreement; 5. Fails to make prompt payments when due to its Subcontractors and Suppliers, or as required by Texas Government Code, Chapter 2251; 6. Files any petition or other pleading seeking any relief under any provisions of the Federal Bankruptcy Act, as amended, or any other federal or state statute or law providing for reorganization of debts or other relief from creditors, permits a receiver or other person to be appointed on account of its insolvency or financial condition, or becomes insolvent; 7. Creates any situation or state of facts which would authorize or permit an involuntary petition in bankruptcy to be filed against Contractor; or 8. Has not met or in Owner's opinion will not meet the dates of Substantial Completion set forth in the Agreement. 9. When any oft the reasons under this Paragraph 10.2 exist, the Owner, in its sole and absolute discretion, may without prejudice to any other rights or remedies oft the Owner and after giving the Contractor and the Contractor's surety, if any, thirty (30) calendar days written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety, exclude the Contractor from the Project site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; accept assignment of subcontracts of Contractors subcontractors; and finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the 12 Contractor, the Owner shall furnish to the Contractor a detailed accounting ofthe costs incurred by the Owner in finishing the Work. 10. When the Owner terminates the Agreement for one of the reasons stated in this Paragraph 10.2, the Contractor shall not be entitled to receive payment until the Work is finished. In the event that it is determined that sufficient cause did not exist for termination under this Section, then the termination shall be considered a termination for convenience, under Section 10.3, below. 11. If the unpaid balance of the Contract Price exceeds costs of finishing the Work, including compensation for expenses made necessary thereby, and other damages and costs incurred by the Owner in finishing the Work and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. - 12. Suspension by the Owner for Convenience. 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. 13. The Contract Price and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Paragraph 10.2.1.12. Adjustment ofthe Contract Price shall include profit. No adjustment shall be made to the extent: i. that performance is, was or would have been SO suspended, delayed or interrupted by another cause for which the Contractor is responsible; or ii. that an equitable adjustment is made or denied under another provision oft the Agreement. 10.3 Termination by the Owner for Convenience The Owner may, at any time, terminate the Agreement for the Owner's convenience and without cause. (a) Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall cease operations as directed by the Owner in the notice; (b) Take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and (c) Except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing 13 subcontracts and purchase orders and enter into no further subcontracts and purchase orders. (d) Upon Owner's termination for convenience, costs of the Work executed, including reasonable overhead and profit, incurred to and including the date of termination, will be due and payable to Contractor in accordance with the Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Interest and Late Payments. Owner's payment for goods and services shall be governed by Chapter 2251 of the Texas Government Code. Interest charges for any overdue payments shall be paid by Owner in accordance with Texas Government Code Section 2251.025. More specifically, thei rate ofinterest that shall accrue on a late payment is the rate in effect on September 1 of Owner's fiscal year in which the payment becomes due. The said rate in effect on September 1 shall be equal to the sum of one percent (1%); and (2) the prime rate published in the Wall Street Journal on the first day ofJuly of the preceding fiscal year that does not fall on a Saturday or Sunday. In the event that an error appears in an invoice/application for payment submitted by Contractor, Owner shall notify Contractor oft the error not later than the twenty first (21st) day after the date Owner receives the invoicelapplication for payment. If the error is resolved in favor ofContractor, Contractor shall be entitled to receive interest on the unpaid balance of the invoicelapplication for payment submitted by Contractor beginning on the date that the payment for the invoice/application for payment became overdue. Ifthe error is resolved in favor of the Owner, Contractor shall submit a corrected invoicelapplication for payment that must be paid in accordance within the time set forth above. The unpaid balance accrues interest as provided by Chapter 2251 ofthe Texas Government Code ifthe corrected invoicelapplication for payment is not paid by the appropriate date. 11.2 Audits. Contractor agrees that Owner or its duly authorized representatives shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine and photocopy any and all books, documents, papers and records of Contractor which are directly pertinent to the services to be performed under this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. Contractor agrees that Owner shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Owner shall give Contractor reasonable advance notice of intended audits. 14 11.3 Assignment. This Agreement is a personal service contract for the services of Contractor, and Contractor's interest in this Agreement, duties hereunder and/or fees due hereunder may not be assigned or delegated to a third party. 11.4 Governing Law and Venue. This Agreement and all of the rights and obligations of the parties and all of the terms and conditions shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws ofthe State ofTexas without reference to its conflicts oflaw provisions. Waller County where the Project is located shall be the sole place of venue for any legal action arising from or related to this Agreement or the Project in which the Owner is aj party 11.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit oft the parties and their respective permitted assigns and successors. 11.6 Notices. All notices, consents, approvals, demands, requests or other communications relied on by the parties shall be in writing. Written notice shall be deemed to have been given when delivered in person to the designated representative ofthe Contractor or Owner for whom it is intended; or sent by U. S. Mail to the last known business address of the designated representative; or transmitted by fax machine to the last know business fax number ofthe designated representative. Mail notices are deemed effective upon receipt or on the third business day after the date of mailing, whichever is sooner. Fax notices are deemed effective the next business day after faxing. 11.7 Severability. Should any term or provision of this Agreement be held invalid or unenforceable in any respect, the remaining terms and provisions shall not be affected and this Agreement shall be construed as ifthe invalid or unenforceable term or provision had never been included. 11.8 Relationship of the Parties. Contractor shall be an independent contractor under this agreement and shall assume all of the rights, obligations, liabilities, applicable toit as such independent contractor hereunder and any provisions in this agreement which may appear to give Owner the right to direct Contractor as to details of doing the Work herein covered or to exercise a measure of control over the Work shall be deemed to mean that Contractor shall follow the desires of Owner in the results oft the Work only. Owner shall not retain or have the right to control the Contractor's means, methods or details pertaining to the Contractor's performance of the Work described herein, nor shall Owner have the power to direct the order in which Contractor's Work is performed under this agreement. Owner and Contractor hereby agree and declare that Contractor is an Independent Contractor and as such meets the qualifications of an Independent Contractor under Texas Worker's Compensation Act, Texas Labor Code, Section 406.141, that the Contractor is not an employee of Owner for purposes of this Agreement, and that the Contractor and its employees, agents and sub-subcontractors shall not be entitled to worker's compensation coverage or any other type ofi insurance coverage held by Owner. 11.9 Force Majeure. Ifthe party obligated to perform is prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to 15 the fault or negligence of said party, the other party shall grant such party relief from the performance ofthis Agreement. The burden of proof for the need of such relief shall rest upon the party obligated to perform. To obtain release based on force majeure, the party obligated to perform shall file a written request with the other party. 11.10 No Waiver of Sovereign or Governmental Immunity. Nothing herein shall be construed as a waiver ofs sovereign or governmental immunity by the Owner or the City of Hempstead, Texas 11.11 Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any matter affecting the performance of this Agreement, including, without limitation, Worker's Compensation laws, minimum and maximum salary and wage statutes and regulations, licensing laws and regulations. When required, Contractor shall furnish the County with certification of compliance with said laws, statutes, ordinances, rules, regulations, orders, and decrees above specified. 11.12 Entire Agreement & Incorporated Documents; Conflicting Terms. This Agreement constitutes the entire agreement between the parties and may not be modified or amended other than by a written instrument executed by both parties. The following documents shall comprise the Contract Documents: (a) This Agreement between Owner and Contractor; (b) Exhibit "A"- Plans and Specifications; (c) Addenda issued prior to the Effective Date of1 this Agreement; (d) All Change Orders and any other Modifications issued after the Effective Date oft this Agreement. In the event of a dispute or conflict relating to the terms and conditions of the Contract Documents, applicable documents will be referred to for the purpose of clarification, conflict resolution or for additional detail in the following order of precedence: 1. This Agreement between Owner and Contractor; 2. Exhibit "A" - Plans and Specifications; 3. Addenda issued prior to the Effective Date of this Agreement; and 4. All Change Orders and any other Modifications issued after the Effective Date ofthis Agreement. BY SIGNING BELOW, the Parties have executed and bound themselves to this Agreement to be effective as of the date of the last party's execution hereof. 16 CONTRACTOR: OWNER: The Hempstead Economic Dev. Corp. Ar non-profit corporation of the State ofTexas By: By: Signature Signature Ma Hpe Printed Name Printed Name Dumer Title Title Date zhzelozs Signed: Date Signed: 17 EXHIBIT "A" Plans and Specifications 18 Address: 1236 11th Street, Hempstead, TX 77445 MANDATORY PRE-BID MEETING MARCH 12, 2025, AT 1:30 P.M. Ceiling Tile Repair damaged ceiling grid. Supply and install new ceiling tiles throughout the building. Provide and install washable tiles in the kitchen area. Supply and install R-19 fiberglass insulation above the ceiling tiles. Painting Prime the new sheetrock. Prepare and paint all the interior walls and cabinets. Stain door frames and stain doors to match existing doors. Walls Provide and install fiberglass insulation where required in exterior walls. Supply, install, tape, and finish new sheetrock as necessary throughout perimeter of building. Supply and install new FRP panels in the kitchen. Supply and install new wooden lath strips over vertical sheetrock seams to match the existing building style. Floor Trim Supply and install new cove base floor trim throughout the building. Address: 1236 11th Street, Hempstead, TX 77445 MANDATORY PRE-BID MEETING MARCH 12, 2025, AT 1:30 P.M. Ceiling Tile Repair damaged ceiling grid. Supply and install new ceiling tiles throughout the building. Provide and install washable tiles in the kitchen area. Supply and install R-19 fiberglass insulation above the ceiling tiles. Painting Prime the new sheetrock. Prepare and paint all the interior walls and cabinets. Stain door frames and stain doors to match existing doors. Walls Provide and install fiberglass insulation where required in exterior walls. Supply, install, tape, and finish new sheetrock as necessary throughout perimeter of building. Supply and install new FRP panels in the kitchen. Supply and install new wooden lath strips over vertical sheetrock seams to match the existing building style. Floor Trim Supply and install new cove base floor trim throughout the building. Bulldog Construction Estimate 36010 East Park Dr. Date Estimate # Hempstead TX 77445 2/24/2025 25819 Name / Address Hempstead EDC Katherine Ward 1236 1lth Street Hempstead, TX 77445 Project Description Qty Rate Total Furnish and install fiberglass insulation as needed in exterior walls. 15,400.00 15,400.00 Furnish, install, tape and float new sheetrock as needed throughout building. Furnish and install new FRP panels in kitchen. Furnish and install new wooden lath strips over vertiçal sheetrock seams to match existing building style. Prime new sheetrock. Prep and paint all interior walls and painted 27,425.00 27,425.00 cabinets using Sherwin Williams Pro Mar 200 interior latex on walls and Emerald urethane on cabinets. Metal door frames and stained doors to remain unpainted. Furnish and install new cove base floor trim throughout building. 5,500.00 5,500.00 Repair damaged ceiling grid. Furnish and install new ceiling tiles 26,760.00 26,760.00 throughout building. Furnish and install washable tiles in kitchen area. Furnish and install r-19 fibergiass insulation over ceiling tiles. Performance, payment and warranty bonds. 4,000.00 4,000.00 Thanky you for the opportunity tol bid your project. Total $79,085.00