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HomeMy WebLinkAboutAgreement_Water Service_9/11/2025_H2O Innovation USA, Inc i. ORIGINAL REVERSE OSMOSIS ( RO ) MEMBRANE REPLACEMENT ITB-UTI L 05-12-2025/AF Executed Contract MAY 2025 MOLLY YOUNG MAYOR RICK SARTORY VICE-MAYOR JAYSON E. FRENCH COUNCIL MEMBER LAURIE BRANDON COUNCIL MEMBER PATRICK PAINTER COUNCIL MEMBER JEREMY ALLEN VILLAGE MANAGER MARJORIE G. CRAIG UTILITIES DIRECTOR TABLE OF CONTENTS Invitation to Bid No. ITB-UTIL 05-12-2025/AF ...........................................................................................3 Instructionsto Bidders...............................................................................................................................4 BidForms.................................................................................................................................................17 BidProposal.........................................................................................................................................18 BidSchedule of Values.........................................................................................................................21 Qualification Requirements.................................................................................................................24 Contractor Safety Qualifications/Requirements..................................................................................32 Contractor Safety Qualification Form..................................................................................................34 E-Verify Affidavit.................................................................................................................................37 Drug Free Workplace Certificate.........................................................................................................38 Village Clerk's ADA Compliance Statement Form................................................................................39 Sworn Statement On Public Entity Crimes...........................................................................................40 TrenchSafety.......................................................................................................................................42 BidBond ..............................................................................................................................................43 Documents to be Executed by Village .....................................................................................................45 Noticeof Intent to Award....................................................................................................................46 Noticeof Award...................................................................................................................................47 Agreement (Contract) Between Owner and Contractor......................................................................48 PaymentBond .....................................................................................................................................58 PerformanceBond...............................................................................................................................62 Opinionof Village Attorney .................................................................................................................66 Noticeto Proceed (NTP)......................................................................................................................67 Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 2 Village of Tequesta, FL Invitation to Bid No. ITB-UTIL 05-12-2025/AF REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT Sealed bids will only be accepted via DemandStar for the REVERSE OSMOSIS(RO) MEMBRANE REPLACEMENT project(Project) until 2:00 PM, local time,July 3, 2025, at which time all bids received will be publicly opened virtually on DemandStar and read. Bids received after the time and date specified will not be considered. The project scope includes providing all labor, equipment, materials,and tools necessary to remove 480 60-inch existing membrane elements from one hundred twenty(120)center port pressure vessels in Trains 1 through 3,dispose of existing membranes, rebuild/replace all end cap gaskets, new 0- rings, permeate port seals, retainer rings, new seals and miscellaneous hardware,clean pressure vessels,furnish and install 240 new 40-inch membranes in each train for a total of 720 membrane elements, interconnectors, end cap seals,gaskets,adapters, spacers and shims and other parts as required to perform the work. Work includes startup and performance testing and offsite disposal of all debris generated by Contractor's work, site restoration and all other incidentals required to complete the Work in accordance with the Bidding Documents. Bidding documents may be viewed and downloaded online at www.demandstar.com or on the Village of Tequesta's website at www.teguesta.org/276/`BidsRPFsQuotes. A pre-bid meeting will be held on June 13, 2025, at 10:00 AM local time at the Village of Tequesta Council Chambers, located at 345 Tequesta Dr.,Tequesta, FL 33469. Attendance at the pre-bid meeting is not required for bid qualification; however, bidders are encouraged to attend. Bid security shall be furnished in accordance with the "Instructions to Bidders" section of the bid documents. Any questions regarding the specifications and solicitation process must be submitted in writing to Jeff Snyder, Director, Finance Department at jsnyder@tequesta.org,copying Allyson Felsburg, Utilities Department Deputy Director, at afelsburg@teguesta.org.The Village will contact the design engineer for technical questions if applicable. Questions and requests for clarification and additional information must be received before the deadline for submission of questions on June 26,2025, at 4:00 PM local time. Pursuant to Section 2-355 of Palm Beach County Ordinance No. 2011-039, and the purchasing policies of the Village of Tequesta, all solicitations, once advertised, are under the "Cone of Silence" until the appropriate authority has approved an award recommendation, rejected all responses or some other action by the Village to end the selection process. This limits and requires documentation of communication between potential bidders and/or bidders on Village solicitations, the Village's professional staff,and the Village Council members. Owner: Village of Tequesta Utilities Department By: Allyson Felsburg Title: Deputy Director, Utilities Department Date: May 27, 2025 Publication: DemandStar and Village of Tequesta website ++ END OF ADVERTISEMENT FOR BIDS++ Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org BID NO ITB-UTIL 05-12-2025/AF ADDENDUM NO. 1 TO CONTRACT DOCUMENTS ISSUED: 6/26/2025 PROJECT TITLE: REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT (ITB-UTIL 05-12- 2025/AF) TO: ALL PLAN HOLDERS OF RECORD This addendum shall modify, clarify, change, or add information and become part of the above referenced Contract Documents. Acknowledge receipt of this Addendum in the space provided on the Bid Proposal form. The Contract Documents shall include the following: GENERAL PRE-BID MEETING MINUTES ADD the Prebid Meeting Minutes and Sign-In Sheet to the Bid Documents. CONTRACTOR QUESTIONS AND VILLAGE ANSWERS ADD the Contractor Questions to the Bid Documents. TECHNICAL SPECIFICATIONS SPECIFICATION SECTION 01010-1.03 SCOPE: Contractor's scope of work shall also include replacement of existing permeate adapters and flexible hosing with schedule 80 PVC J-bends. The J-bends shall be secured to the permeate header and the permeate adapter with 316 stainless steel grooved end couplings. The contractor shall include all work and materials to re-connect the permeate sample tubing to the new J-bend assemblies. This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4 Page 1 of 4 SPECIFICATION SECTION 01010-1.03 SCOPE AND SPECIFICATION SECTION 13025 1.02: shall be revised to note that replacement of end cap assemblies is not required as part of this project. The OEM is responsible for removal, storage and re-installation of existing bearing cap assemblies for each of the three (3) RO trains. As part of this project, the OEM shall furnish a total of five (5) spare end cap assemblies for each vessel type. OEM shall note each of the three (3) RO trains have different pressure vessel assemblies. Models for each of the vessels are as follows: Train 1: Codeline 8OS45 Train 2: Protec Bekaert Model PRO-8-450-SP V 9_b MODEL 80545 rz eaiuiwe nurifr, ° SITES I "I rl 1.PSI ESs MAKI,NUM • .� o. �vFss. " 3 µydR e r. oil It Train 3: Codeline 80A45 Membrane Housing :SCPSr iD: 12U G . C Page 2 of 4 SPECIFICATION SECTION 01010-1.03 SCOPE C & D— DELETE THESE SECTIONS IN THEIR ENTIRETY AND REPLACE WITH THE FOLLOWING: 01010-1.03:C: Contractor's base bid shall include use of Hydranautics, Dupont, or Toray membrane elements. Contractor's bid shall include bid form supplement that evaluates use of alternate membranes that best suit the needs of the Village. Please refer to the bid form supplement that is to be completed in conjunction with the bid form. The Village reserves the right to select the membrane element that best suits their needs. Contractor's bid item price shall be satisfactory for any of the three (3) membranes proposed. SPECIFICATION SECTION 01152-1.10-A.3: It is the contractor's responsibility to confirm this bid value is satisfactory for any of the three (3) elements proposed as part of the supplemental bid form. SPECIFICATION SECTION 01152-1.10-A.3: Contractor shall also include in this pay item replacement of existing permeate flexible tubing with new schedule 80 PVC J-bends and Victaulic couplings to adapt to permeate adapters and permeate header. Price shall also include removal and re-installation of sample tubing connections. SPECIFICATION SECTION 01152-1.10: ALTERNATE BID ITEMS: Delete this specification subsection in it's entirety, the Contractor is only responsible for furnishing a base bid. SPECIFICATION SECTION 13025-2.01D—ADD THE FOLLOWING: The Contractor shall note that the Village will not accept a hybrid element array. The RO trains shall all be loaded with the same element model that is capable of meeting the performance criteria outlined herein. SPECIFICATION SECTION 13025-3.06-B— DELETE AND REPLACE WITH THE FOLLOWING: Upon loading the train with the new membranes, the Contractor is responsible for performing conductivity profiles across each vessel to confirm there are no rolled brine seals or issues with permeate adapters prior to performance testing. During this time, the RO train shall be connected to the CIP system as described in this Addendum response. The contractor shall furnish the conductivity profile information with the Owner and Engineer prior to disconnecting the train from the CIP system and re- connecting to the product water. The membrane train shall undergo a four (4) day performance test with water quality samples occurring at the end of each day. Four-day performance test shall be as follows: 1. In addition to performance testing requirements in other specifications, a continuous 4-day acceptance test shall be completed using all the proposed equipment functionally operating under this contract. The test shall be conducted with the OEM and Page 3 of 4 Contractor and witnessed by the Engineer and Owner. Successful completion of this test as described herein, is considered substantial completion. 2. If the RO System fails to continuously meet each performance requirements listed above during the 4-day performance test, the system shall be determined to be unacceptable and the 4-day test shall be repeated. If the test is interrupted for reasons beyond the control of the Contractor, the test may be resumed rather than restarted. 3. The 4-day test must be satisfactorily completed as a condition for beneficial use of the train to be achieved. 4. The 4-day test must be satisfactorily completed prior to commencement of work on subsequent RO train membrane replacement. 5. Operating data taken during the acceptance test shall be adjusted to reflect performance at design water quality and provided to the Engineer. 6. Projections of performance based on startup water quality as defined herein, shall be made prior to the acceptance test. These projections should become the basis against which the test performance is measured. 7. Startup Feedwater Quality: During the required 4-day performance test, the OEM shall coordinate with the Owner for collection of feedwater samples taken after pretreatment and have them analyzed. The feedwater sample results shall be the basis by which acceptance of the permeate water quality shall be determined. Two feedwater samples and permeate samples taken concurrently throughout each 4-day performance test as directed by the Engineer shall be taken of the parameters listed in Table 13025-2. Membrane projections submitted by the OEM to the engineer shall be the basis of determining whether the RO system meets system requirements as specified herein. 8. Membrane projections shall be the basis of determining whether the RO system meets system requirements as specified herein. END OF ADDENDUM 1 Page 4 of 4 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT ITB-UTIL 05-12-2025/AF PRE-BID MEETING MINUTES JUNE 13, 2025 AT 10:00 AM A pre-bid meeting was held at the Village of Tequesta Council Chambers for the above referenced project on the date and time indicated above.Attendance at this meeting is not a mandatory requirement for submitting a bid.The meeting started at 10:03AM. 1. SIGN IN SHEET A. Attendees were reminded to complete the sign-in sheet B. An addendum will be issued via Demandstar.com to include these meeting minutes and the pre-bid meeting attendee sign-in sheet. 2. INTRODUCTION OF ATTENDEES VILLAGE OF TEQUESTA—OWNER Name Title Marjorie Craig Director, Utilities Department Allyson Felsburg Deputy Director, Utilities Department Nate Litteral Water Production Division Manager, Utilities Department Joe O'Connor Lead Operator, Utilities Department Juan Rivas Instrumentation Technician, Utilities Department KIMLEY-HORN &ASSOCIATES—OWNER'S REPRESENTATIVE, ENGINEER Name Title Nick Black Professional Engineer CONTRACT ADMINISTRATION A. The Village of Tequesta will administer the contract during construction. Kimley-Horn,the Village's consulting engineer,will provide the Owner with assistance serving as the Owner's representative and provide inspection services,shop drawing review,and other assistance as requested by the Village. 3. DEMANDSTAR A. The Town reviewed the process for obtaining bid documents. B. Bid documents are available through www.DemandStar.com. Instructions for obtaining the plans and specifications from www.DemandStar.com are within in the Invitation to Bid and the Instructions to Bidders in the Front End Bid Documents for the project. ITB-UTIL 05-12-2025/AF Pre-Bid Meeting Minutes Page 1 of 6 VILLAGE OF TEQUESTA W9UTILITIES DEPARTMENT C. Bidders are responsible for obtaining complete sets of Bidding Documents. Complete sets of Bidding Documents shall be used in preparing Bids. Neither the Village nor the Engineer assumes responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. D. All Addenda for this bid will be issued through Demand5tar. 4. BID OPENING A. Sealed bids must be submitted through DemandStar before and up to 2:00 pm on July 3,2025.Bids will be publicly and virtually opened and read aloud in the Village Council Chambers. S. QUESTIONS CONCERNING THE BID A. All questions concerning the bid shall be directed to Jeff Snyder and Allyson Felsburg in writing by email (1Snyder@teouesta.org and AFelsburg@teguesta.org).Questions delivered by email should contain the name of the Project/Bid in the subject heading of the email and be sent with a read receipt to ensure successful receipt of the email by the Village.Clarification and changes to the bid documents will occur by addendum through www.DemandStar.com,if needed. B. Questions received less than seven days prior to the Bid Opening date may not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. C. Bidders shall report any conflicts,errors,or discrepancies in the Contract Documents,immediately in writing so that clarification or interpretation can be provided. 6. BID SECURITY A. Bid security in the amount of five percent(5%)of the bid must accompany each bid. Bid security must be in the form of a certified check or bank check,or a bid bond issued by a Surety meeting the requirements of the Bid Documents. 7. BONDS AND INSURANCE A. Payment and performance bonds are required for this project as described in the General and Supplementary Conditions. Forms are included in Bid Documents. B. Bidder must submit evidence of insurance with their Bid as described in the Bid Proposal under Contractor Safety Qualification Form 8. BID EVALUATION AND AWARD A. Bids will be evaluated based on the lowest Total Bid Price,or the lowest Total Bid Price or any combination of Alternate Bid Items,submitted on the Bid Form(Bid Schedule of Values)with the Bid and evaluated by Owner to be in the best interest of the Owner. B. Bidders are not required to submit bid pricing for all bid items,including alternate bid items. C. Bidder's experience, reference checks and subcontractor's experience will be reviewed and considered by Owner in evaluation of bids. D. Bidders are responsible to review Section 01025 Measurement and Payment and allocate costs for their bid accordingly.Any cost not specifically identified in Section 01025 shall be included in the Bid Item determined most appropriate by the Bidder. E. If the bidder has included a bid for the alternative membrane element,they must include all required documentation.The proposed membrane must be currently installed in at least five(5)locations for a minimum of twelve(12)months,demonstrating successful operations of at least 1.0 MGD in Coastal Florida. ITB-UTIL OS-12-2025/AF Pre-Bid Meeting Minutes Page 2 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT F. The MSI must be Florida based and provide a minimum of three(3) membrane treatment plant projects that have been completed or are in progress that are of comparable size,application and complexity to this application. 9. PROJECT DESCRIPTION A. The project scope includes providing all labor, equipment, materials,and tools necessary to remove 480 60-inch existing membrane elements from one hundred twenty(120)pressure vessels in Trains 1 through 3,dispose of existing membranes,rebuild/replace all end cap gaskets, new 0-rings,permeate port seals, retainer rings, new seals and miscellaneous hardware,clean pressure vessels,furnish and install 240 new 40-inch membranes in each train for a total of 720 membrane elements,interconnectors,end cap seals, gaskets,adapters,spacers and shims and other parts as required to perform the work.Work includes startup and performance testing and offsite disposal of all debris generated by Contractor's work,site restoration and all other incidentals required to complete the Work in accordance with the Bidding Documents. 10.CONTRACTOR QUALIFICATIONS A. Bidders must complete and submit with their bid the following: • Bid Proposal • Bid Schedule of Values • List of Subcontractors and Suppliers • Qualification Requirements and proof of previous experience • Acknowledgement of Addenda • Contractor Safety Qualification Form • E-Verify Affidavit • Drug-Free Workplace Certificate • Village Clerk's ADA Compliance Statement Form • Sworn Statement on Public Entity Crimes • Trench Safety • Bid Bond • Membrane System Performance Warranty • Completed Section 11278 System Operation and Maintenance Cleaning guidelines • Completed Attachment B Required Membrane Performance Projection Information 11.CONTRACT DURATION A. The contract durations are as follows: • Substantial Completion: 120 calendar days from Notice to Proceed • Final Completion: 150 calendar days from Notice to Proceed B. Contract durations include time for the contractor to obtain permits, make submittals for materials and equipment for the project to Owner, receive approval of submittals from Owner, perform the work, conduct testing,complete restoration, provide close out documents,conduct substantial and final inspections with regulatory agencies and the Town,complete punch list items,and complete all other work contemplated by the contract documents and necessary to provide a complete project. C. The Contract does contain provisions for liquidated damages if the Contract completion dates are not achieved. D. It is anticipated that a recommendation for the award will be made to the Village Council in August 2025, followed by issuance of a Notice to Proceed in August 2025. ITS-UTII OS-12-202S/AF Pre-Bid Meeting Minutes Page 3 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT 12.PERMITS A. The Village of Tequesta does not anticipate that Palm Beach County Department of Health (PBCDOH)will require a permit to complete this work.The Village will notify PBCDOH of the work being performed.A letter of notification following completion of the work,as well as bacteriological test results,will be supplied by the Village to PBCDOH at the conclusion of the work. 11PROJECT ADMINISTRATION CONSTRUCTION SCHEDULE A. Contractor will be required to submit a preliminary construction schedule within 2 weeks of the project's Notice to proceed,which describes the intended sequence of construction for the project. B. Contractor will be required to update the construction schedule,as needed,to reflect changes over the duration of the project. CONSTRUCTION PROGRESS MEETINGS A. Biweekly construction progress meetings will be held with the Contractor,Owner and Owner's representative during performance of the work. Meetings may be held more frequently depending on the need. Contractor's project manager and site superintendent are required to attend the biweekly scheduled meetings. Major subcontractors may be requested to attend the biweekly meetings during the performance of their work. SHOP DRAWINGS AND SUBMITTALS A. Contractor is responsible to provide shop drawing submittals for Owner/Representative's approval prior to ordering materials. B. Contract time is inclusive of time for shop drawing submittal review and material procurement. C. Contractor should anticipate a 14-day turn around for review of shop drawing.Although the Owner/Representative will endeavor to return submittals sooner if possible. D. Refer to Section 01300 of the Technical Specifications for detailed instruction on submittals and shop drawings. PRE-CONSTRUCTION VIDEO A. The project requires a pre-construction video be submitted to the Village for review and approval a minimum of two weeks prior to mobilizing materials or equipment to the site. B. The videos must be recorded in Windows Media format(wmv)by a professional videographer specializing in construction videos. WORK HOURS A. Normal work hours under this Contract are 7:00 a.m.and 6:00 p.m. EST, Monday through Friday. No work may be performed outside of normal work hours without prior approval from the Village, unless otherwise required by the Contract Documents. B. Work requiring inspection shall be limited to Monday-Friday,8:00 am—4:00 pm unless previous arrangements are made with Owner and Owner's consultant. C. Work is not permitted on Saturdays,Sundays, Federal holidays or Village observed holidays. D. If work does occur after hours without prior arrangements being made with Owner and Owner's consultant,Contractor shall reimburse Owner for expenses incurred by Owner,via deductive change order(s)to the Contract,for consultant fees and Village staff overtime resulting from the work performed outside of normal work hours.Such expenses shall be a subsidiary obligation of the Contractor,and no extra payment shall be made by the Owner on account of such overtime work. ITB-UTII 05-12-2025/AF Pre-Bid Meeting Minutes Page 4 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT SITE ACCESS AND USE A. The Village of Tequesta water treatment plant is a secure facility. It is the responsibility of the Contractor to always maintain security of his site. B. There will be other projects underway at the same time as this contract but not within the same project limits. LAYDOWN AND STORAGE A. Contractor shall contain all equipment and materials required to perform the work to the construction areas identified by the Owner. Under no circumstances,shall Contractor stage equipment and/or store materials outside of the project limits without prior permission from the Owner. B. Responsibility for protection and safekeeping of equipment and materials will be solely that of the Contractor.Should occasion arise necessitating Owner or regulatory agency access to an area occupied by stored equipment and/or materials,the Contractor shall immediately provide access. C. Upon completion of the Contract,the Contractor shall remove all of its equipment,surplus materials and restore all areas impacted by construction activities to conditions as existed prior to construction or as required by the Bid Documents. Laydown and storage areas,and Contractor's access routes shall be included in the pre-construction video. Laydown and storage areas have not been identified in the Project Drawings and shall be coordinated in advance of mobilizing to complete work. IDENTIFICATION OF WORKERS A. All workers and subcontractors conducting work under this Contract should wear a form of identification, identifying them with the company for whom they work. B. Identification can be in the form of a construction hard hat,shirt, badge,etc.Shirts are preferable. C. Workers are expected to stay within the construction work areas.Workers found to be wandering around the site will be brought to the attention of the Contractor Superintendent and may be asked to leave the site by the Village. QUALITY CONTROL AND TESTING A. Flushing and Testing Water Disposal:Contractor is responsible for conveyance of flushing and testing water to discharge at the provided discharge locations.Contractor is responsible for best management practice means and methods to ensure that discharge water at the point of discharge does not cause erosion. B. Contractor will be responsible for complying with applicable portions of Chapter 62-555 of the Florida Administrative Code(F.A.C.)in completion of the work included in this project. C. Contractor is responsible to perform the Work in a sanitary manner as required to keep Owner's water supply clean and safe for distribution to customers. D. Water Quality Sampling:Contractor is responsible to subcontract with a State certified laboratory to provide water quality sampling and testing,as required by Bid Documents,table included in Section 13025-2. E. Bacteriological Sampling&Testing:Contractor will be responsible for scheduling,with the Village of Tequesta,of bacteriological testing of the work. BUDGET A. The project budget and construction cost estimate are not being released at this time. ITB-UTIL 05-12-2025/AF Pre-Bid Meeting Minutes Page 5 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT 14.OTHER ITEMS OF DISCUSSION A. An addendum will be issued via Demandstar.com to include these meeting minutes and the pre-bid meeting attendee sign-in sheet. B. Only one train may be removed from service at a time, beginning with Train 2,followed by Train 1 and then Train 3. C. A site visit to the water treatment plant was conducted after the meeting for any attendees who wished to visit the sites.The site visit included review of laydown and storage area provided for membrane element storage. D. The following questions were asked during the site visit and will be clarified through addendum: • Flushing of the trains through the cleaning system • Pressure vessel/end cap models on all trains are different.Spare part requirements and end cap rebuilding requirements • Qualification requirements END OF PRE-BID MEETING MINUTES cc: DemandStar as Part of Addendum 1 Meeting Minutes File All Attendees ITB-UTII.05-12-2025/AF Pre-Bid Meeting Minutes Page 6 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT ITB-UTIL 05-12-2025/AF PRE-BID SIGN-IN SHEET JUNE 13, 2025 10:00 AM Name Company Name Phone Number Email Address 1. --- D Av tb o i►�A w VvT 0ib 1 Ild 1�2U 1J�4^wxt \1�N 3�� :t 3 '7�1Y► 11 A01 A�tt OrA #U;,i A 2. 6L _ 115.4 -(o c,S �-G71IZFF- I a` r, 3. ,uc Bien K,M`b ,,, 1L l�'�21 1 r17� /►:�".i) K%.,ltr.>w�.cd,. C o'r^ 4. V1 u-hc c- 0 P- /��� ►MA14_-M a-tC C o-od T�4'v6P rIi - V i AIL✓,'K'i 6. . 1 7. LA__,n ,J i Si,t 2-62-101rq vas — c q,,. �N 8. all C*7 Mle �► 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. BIDDERS'QUESTIONS AND VILLAGE ANSWERS Question 1: We would like to ask if the requirement to be a Florida based company can be waived so we can participate in the bidding process. Response 1: This requirement will be waived. However,the contractor must provide references for at least three (3) projects of similar size and scope in the state of Florida to be considered. Question 2: In Section 01010-Summary of Work; Part 1 -General;1.01 The requirement; Part B:We would like a little more clarity if the excavation to verify tie-in points would still be relevant to the membrane changeout process? If so, any indication on how deep or what type of equipment would be needed to perform the excavation. Response 2: There is no excavation associated with this project. For conductivity probing of the vessels prior to performance testing,the contractor shall utilize the on-site cleaning system and install owner furnished cleaning spools on the RO trains. The following photo is provided for clarification: �t t Upon completion of conductivity profiling,the OEM shall re-install the permanent spool piping and performance testing of the membranes will occur through directing permeate to the degasifiers and bacteriological samples will be pulled from the clearwell, post-chlorine addition. Question 3: Section 01400 Quality control; 1.01 The Requirement; A.Testing Laboratory Services :Would the village be able to share a preferred laboratory that the city uses to conduct Bac T testing, as well as any other testing required for the completion of the work? Response 3: Bacteriological sampling will be performed by Village staff at no additional cost to the Contractor. Please refer to the NELAP Certified Laboratories directory from FDEP for labs that may be utilized for water quality sampling as part of the performance testing requirements. The following link is provided for bidder reference: https/_/glik.dep._ t"te.fl..us/anon/sense/app/17c7c199-2c02-4f1e-9288- a-d20a293694a/s h.eet/2c856f40-bcad-4024-ba35- 88276a b274c Wstate/a n a lys i s Question 4: Part 2-Products; 2.08 Pre Construction Video:Would the village be willing to nominate any firms used in the past to provide the initial videos prior to other construction projects? Response 4: Village has no preference on pre-con videographer. Question 5: Can I get a copy of the plan holder's list if available Response 5: The plan holder list should be available on DemandStar. Question 6: Veolia Water Technologies and Solutions has reviewed the subject project specifications and requests that they be added to the list of approved Membrane Equipment Manufacturers (MEM) utilizing their AG-400 H RO membranes.The AG-400 H product meets or exceeds the specifications without exception. Response 6: This request is respectfully declined. The Village desires to utilize Hydranautics,Toray or Dupont membrane elements. Question 7: Can the bid opening/due date be extended? Response 7: The bid opening/due date ahs been extended to July 23, 2025 at 3:30pm. SUPPLEMENTAL INFORMATION FOR BID FORM Submit the following information from suppliers, that will be used to evaluate the most responsive bid for the RO Membrane Replacement project. The Village of Tequesta reserves the right to select the membrane elements which best suit their needs. A. Membrane Projections' providing the following information: Performance Parameter Dupont Toray Hydranautics Feed Pressure (psi) Permeate TDS (mg/L) Element Model Notes: 1. Membrane performance based on specification 13025, 1.2 MGD permeate production, 75% recovery, 5-yr projection and maximum projected feedwater quality. Contractor: Page 2 of Bid Form Supplement Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org BID NO ITB-UTIL 05-12-2025/AF ADDENDUM NO. 2 TO CONTRACT DOCUMENTS ISSUED: 7/21/2025 PROJECT TITLE: REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT(ITB-UTIL 05-12- 2025/AF) TO: ALL PLAN HOLDERS OF RECORD This addendum shall modify, clarify, change, or add information and become part of the above referenced Contract Documents. Acknowledge receipt of this Addendum in the space provided on the Bid Proposal form. The Contract Documents shall include the following: GENERAL CONTRACTOR QUESTIONS AND VILLAGE ANSWERS ADD the Contractor Questions to the Bid Documents. TECHNICAL SPECIFICATIONS SPECIFICATION SECTION 13025-TABLE 13025-2 RO MEMBRANE SYSTEM PERFORMANCE TESTING: REVISE the maximum permeate TDS value to be 250 mg/L and be based on a 5-year age membrane projection. END OF ADDENDUM 2 This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4 Page 1 of 1 BIDDERS'QUESTIONS AND VILLAGE ANSWERS Question 1: What is the maximum site permeate back pressure to be considered (at the permeate ports) before additional back pressure is applied for stage 1 flux balancing? Response 1: The site permeate backpressure from the degasifier towers range from 6- 9 psi. Question 2: What is the maximum acceptable permeate back pressure for stage 1? Response 2: 50 psi Question 3: What is the maximum pressure available at the lead face of the representative lead element in stage 1? Response 3: 255 psi Question 4: RF Environmental Services Inc, has (2) contracts replacing membrane elements for large municipal owners (Collier County(10) Skids w/60 Vessel/Skids &City of Hollywood (7) Skids w/54 Vessel/Skids) meeting the requirements of Specification Section 13025.1.03.G, in addition I (Thad Buckly as president of RFES has addition experience meeting the qualifications), will you allow the past experience from the President and Qualifier/Contractor of RFES to count toward this requirement, or approve RFES with the (2) projects listed above? Response 4: Please refer to Specification Section 13025-1.03 Qualifications Part F and G for requirements of the Membrane System Installer(MSI). References for the individual managing the project will be suitable if the prospective bidding company has inadequate references due to limited years in business. Question 5: Bidder requests an extension until July 30th. Response 5: The Village has agreed to extend the bid opening date to August 14, 2025. Question 2: One spec says to replace with 316 ss grooved end couplings and the other says to make connection with vitaulic couplings. Could you please specify which option you would like? Response 2: Victaulic is a brand of grooved end couplings. Victaulic, Piedmont, Gruvlok, Sanderson Pass are all manufacturers of grooved end couplings that may be considered for use provided they are constructed of 316 stainless steel. Village of Tequesta 345 Tequesta DriveIT 561-768-0700 Tequesta, FL 33469 www.tequesta.org _p c N BID NO ITB-UTIL 05-12-2025/AF ADDENDUM NO. 3 TO CONTRACT DOCUMENTS ISSUED: 8/8/2025 PROJECT TITLE: REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT (ITB-UTIL 05-12- 2025/AF) TO: ALL PLAN HOLDERS OF RECORD This addendum shall modify, clarify, change, or add information and become part of the above referenced Contract Documents. Acknowledge receipt of this Addendum in the space provided on the Bid Proposal form. The Contract Documents shall include the following: GENERAL CONTRACTOR QUESTIONS AND VILLAGE ANSWERS ADD the Contractor Questions to the Bid Documents. END OF ADDENDUM 3 This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4 Page 1 of 1 BIDDERS'QUESTIONS AND VILLAGE ANSWERS Question 1: We wanted to confirm that the site would have space available for the 720 new membranes to be shipped in one batch? Or if we needed to cost for 3 separate deliveries of 240 membranes. Each pallet of membranes is expected to hold 40 membranes. Response 1: The Village has space at the WTP site for the 18 total pallets. These areas are covered and out of direct sunlight but not air conditioned. Contractor is notified that these pallets may need to be stored in different spots at the WTP site to make space for operations. Contractor is fully responsible for storage conditions being compliant with membrane manufacturer requirements. Question 2: Is the disposal piping for the permeate water from each train prior to passing the initial performance testing still required? If so, the 450 ft distance and access to a pipe (that does not have existing access)would be required to accomplish this? Response 2: The—450 feet of temporary piping is not required. The contractor is permitted to utilize the spools for the membrane clean-in-place system when the membranes are initially flushed to verify conductivities. Once each vessel has been profiled with conductivity measurements for each element within each vessel and it has been confirmed that the membranes have been installed appropriately, the Contractor is permitted to remove the spools and utilize the permeate piping to run the RO train to the clearwell. The RO train will be run briefly(15-20 minutes) and bacteriological sample will be extracted from the clearwell after chlorine injection. Upon two consecutive passing bacteriological samples,the contractor is permitted to initiate performance testing. Instructions to Bidders 1. DEFINED TERMS 1.1. Terms used in this document and the bid with initial capital letters have the meaning stated in these Instructions to Bidders,the General Conditions, and the Supplementary Conditions. 1.2. Terms used in these Instructions to Bidders, which are defined in the Standard General Conditions of the Construction Contract, EJCDC C-700 (2018 Edition), have the meanings assigned to them in the General Conditions. The term "Successful Bidder" means the lowest, qualified, responsive, responsible Bidder to whom Owner (based on Owner's evaluation as hereinafter provided) makes an award. 2. COPIES OF BIDDING DOCUMENT 2.1. Complete sets of the Bidding Documents may be obtained from www.demandstar.com or on the Village of Tequesta's website at www.teguesta.org/276/`BidsRPFsQuotes as stated in the Invitation. 2.2. Complete sets of Bidding Documents shall be used in preparing Bids; neither Owner nor Engineer assumes any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. 3. QUALIFICATIONS OF BIDDERS 3.1. To demonstrate qualifications to perform the Work, each Bidder must submit with his/her Bid written evidence of previous experience, references, licensing requirements, evidence of authority to conduct business in the jurisdiction where the project is located, and insurance requirements. Each Bid must contain evidence of the Bidder's qualifications by completion of the Qualification Requirements form in the Front End Documents and Bid Proposal using projects completed by the Bidder that included work meeting the specific description stated on that form as well as evidence of Bidder's qualification to do business in the state where the project is located. Bidders who fail to meet the requirements of the Bidding Documents will not be considered for award, at Owner's sole discretion. 3.2. No Bid will be accepted from, nor will any contract be awarded to any person who is in arrears to the Owner, upon any debt or contract, or who is a defaulter, as surety or otherwise, upon any obligation to Owner, or any other governmental agency or entity, or who is deemed irresponsible or unreliable by the Owner. 3.3. No Bid will be accepted from, nor will any contract be awarded to any individual, firm, partnership, corporation, or association who is currently in litigation with the Owner, or who is providing testimony in current litigation against the Owner, or who has a financial interest in any litigation against the Owner. 3.4. Submit proof, along with Bid, of successfully completed comparable projects meeting the following criteria: 3.4.1. List three (3) references/projects demonstrating experience, ability, and expertise in managing projects of similar size: 3.4.1.1. For each project, provide Owner's Name and Contact Information. Village ofTecluesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 4 3.5. Bidders are required to complete and submit with their Bid, the Qualification Requirements forms included in the Front End Bid Documents. Owner will evaluate Bidders experience and conduct reference checks as part of the bid evaluation process. Bidder must show that Bidder has sufficient manpower and equipment to complete the Work,that previous experience meets the bid requirements, that past projects have been completed within budget and on schedule, that past projects have been managed professionally, and construction quality and field supervision are professional and of best industry practice. Owner shall have sole opinion as to whether Bidder's requisite experience is deemed acceptable. 3.6. Any Bidder who does not meet the qualification requirements of the Bid will not be considered for award. 3.7. Owner reserves the right to request additional experience, reference information, financial information and any other information necessary to perform a comprehensive evaluation of the Contractor and his/her major subcontractors. 3.8. Bidder shall perform a minimum of 60%of the work contemplated by this Contract with Bidder's own forces. 3.9. Bidder shall provide qualified full-time supervision on site at all times during the performance of Work under this contract. 4. EXAMINATION OF BID/CONTRACT DOCUMENTS AND SITE 4.1. Before submitting a Bid,each Bidder must(a) examine the Contract Documents thoroughly, (b) visit the site to observe local conditions that may in any manner affect cost, progress or performance of the Work, (c) be knowledgeable of federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of the Work; and (d) study and carefully correlate Bidder's observations with the Bid/Contract Documents. 4.2. Site is accessible to Bidder(s) by appointment to conduct such investigations and tests as each Bidder deems necessary to submit a Bid. Bidder must notify the Village to schedule a date and time for any such investigations and/or tests. Appointments for site visits shall be scheduled with Allyson Felsburg at afelsburg@tequesta.org. A pre-bid meeting, including a site visit, is scheduled as documented in the Invitation to Bid. 4.3. The lands upon which the Work is to be performed, rights of way for access thereto and other lands designated for use by Contractor in performing the Work are identified in the Supplementary Conditions, General Requirements,Technical Specifications, or Drawings. 4.4. The submission of a Bid will constitute an incontrovertible representation by the Bidder that he has complied with every requirement of this Article 4 and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the Work. 5. DETERMINATION OF ESTIMATED QUANTITIES 5.1. Lump Sum Contracts:The Bidder is responsible for the determination of the quantities for those items constructed within the authorized plan limits or dimensions. The Owner does not assume any responsibility for any incidental information in Bid documents that may be construed as a quantity of work and/or materials. Village ofTecluesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 5 5.2. Contracts other than Lump Sum: For those items constructed within authorized plan limits or dimensions, use the quantities shown in the plans and in the Bid Forms as the basis of the Bid. The Owner will also use these quantities for final payment, as limited by the provisions for the field conditions, use and measurement. The quantities shown in the plans and on the proposal form are approximate and provide only a basis for calculating the bid upon which the Owner will award the Contract. Where items are listed for payment as lump sum units, the Bidder is solely responsible for his own estimates of such quantities and of the work to be performed. 5.3. The Owner reserves the right to make, at any time prior to or during the progress of the work, such increases, decreases, or alterations to the estimated quantities of work to be done or materials to be furnished which materially increases or decreases the cost or time of performance. Such increases,decreases,or alterations shall not constitute a breach of contract, shall not invalidate the contract, nor release the Surety from any liability arising out of this Contract or the Surety bond. The bidder agrees to perform the work, as altered,the same as if it had been a part of the original Contract. 6. INTERPRETATIONS 6.1. All questions about the meaning or intent of the Contract Documents shall be submitted to The Village of Tequesta, Attn: Jeff Snyder and Allyson Felsburg in writing by email (jsnyder@tequesta.org and afelsburg@tequesta.org). 6.2. Replies anticipated by Owner that will affect the scope of work, duration of work, or cost of the work or are needed to provide clarification to the bid documents will be issued by Addenda and delivered to all parties recorded by www.DemandStar.com as having received the Bidding Documents. 6.3. Questions received less than seven days prior to the date for opening of Bids may not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. 7. BID SECURITY 7.1. Bid Security shall be made payable to Owner, in an amount of five percent (5%) of the Bidder's total Bid price and in the form of a certified or bank check or a Bid Bond issued by a Surety meeting the requirements of Paragraph 6 of the General Conditions. 7.2. The Bid Security of the Successful Bidder will be retained until such Bidder has executed the Agreement and furnished the required Contract Security, whereupon it will be returned; if the successful Bidder fails to execute and deliver the Agreement and furnish the required Contract Security within 15 days of the Notice of Intent to Award, Owner may annul the Notice of Intent to Award and the Bid Security of that Bidder will be forfeited. The Bid Security of any Bidder who Owner believes to have a reasonable chance of receiving the award may be retained by Owner until the earlier of the seventh day after the "effective date of the contract" (which term is defined in the General Conditions) by Owner to Contractor and the required Contract Security is furnished or the one hundred and twenty first day after the Bid opening. Bid Security of other Bidders will be returned within thirty days of the Bid opening. 8. CONTRACT TIME 8.1. The number of days within which, or the date by which, the Work is to be completed (the Contract Time) is set forth in the Bid Forms and will be included in the Agreement. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 6 9. LIQUIDATED DAMAGES 9.1. Provisions for liquidated damages, if any, are set forth in the Agreement. 10. SUBSTITUTE MATERIAL AND EQUIPMENT 10.1. The Contract, if awarded, will be on the basis of material and equipment described in the Drawings or specified in the Specifications without consideration of possible substitute or "or equal" items. Whenever it is indicated in the Drawings or specified in the Specifications that a substitute or"or equal" item of material or equipment may be furnished or used by Contractor if acceptable to Owner, application for such acceptance will not be considered by Owner until after the "effective date of the Agreement". The procedure for submittal of any such application by Contractor and consideration by Owner is set forth in Article 7 of the General Conditions which may be supplemented in the General Requirements. 11. SUBCONTRACTORS, ETC. 11.1. If the Front End Documents or the Supplementary Conditions require the identity of certain Subcontractors and other persons and organizations to be submitted to Owner with the Bid or in advance of the Notice of Intent to Award or Notice of Award,the apparent Successful Bidder, and any other Bidder so requested, shall provide such evidence with the Bid, or shall submit to Owner upon request a list of all Subcontractors and other persons and organizations (including those who are to furnish the principal items of material and equipment) proposed for those portions of the Work as to which such identification is so required. Such list shall be accompanied by an experience statement with pertinent information as to similar projects and other evidence of qualification for each such Subcontractor, person, and organization if requested by Owner. If Owner after due investigation has reasonable objection to any proposed Subcontractor, other person, or organization Owner may before giving the Notice of Intent to Award or Notice of Award request the apparent Successful Bidder to submit an acceptable substitute without an increase in the Bid price. If the apparent Successful Bidder declines to make any such substitution, the contract shall not be awarded to such Bidder, but his declining to make any such substitution will not constitute grounds for sacrificing his Bid Security. Any Subcontractor, other person or organization so listed and to whom Owner does not make written objection prior to the giving of the Notice of Intent to Award or Notice of Award will be deemed acceptable to Owner. 11.2. In contracts where the Contract Price is on the basis of Cost of the Work Plus a Fee,the apparent Successful Bidder, prior to the Notice of Intent to Award or Notice of Award, shall identify in writing to Owner those portions of the Work that such Bidder proposes to subcontract and after the Notice of Intent to Award or Notice of Award may only subcontract other portions of the Work with Owner's written consent. 11.3. No Contractor shall be required to employ any Subcontractor, other person or organization against whom he has reasonable objection. 11.4. Contractor must identify all major sub-contractors (performing more than 2% of the Work of the Contract)to be used for the work of this contract in the appropriate space provided on the Bid Forms and also provide experience as required in the Qualification Requirements of the Bid Proposal Section for each major subcontractor. 11.5. Qualifications of major subcontractors will be considered in Owner's evaluation of bids. If in Owner's sole opinion Owner determines that a subcontractor(s) is not qualified based on Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 7 previous experience, reference checks, or other bid qualification requirements Owner may require Bidder to replace the subcontractor(s) with a subcontractor(s) who meets these bid requirements. Replacement of major subcontractors(performing more than 2%of the Work of the Contract) will occur before the Contract is awarded and will be at no additional cost to the Owner. 11.6. Major subcontractors required to be identified on the Bid Forms or approved replacement sub- contractors, before Contract award, shall perform the Work intended. Substitute sub- contractors shall not be considered after the Project is awarded except in dire circumstances and as agreed upon in writing by the Owner, and at no additional cost to Owner. 12. PRICES BID 12.1. Prices shall be shown in unit amounts, written numerical figures, and extensions (Values) whenever applicable. In the event of discrepancies existing between unit amounts and extension (Value) or totals,the written unit amounts shall govern. 12.2. Discrepancies in the multiplication of units of work and unit prices will be resolved in favor of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. 12.3. Discounts extended to Owner shall include but not be limited to those discounts normally extended to governmental agencies as well as the private sector. 12.4. Chain discounts are not acceptable and will not be considered in determining an award. Firm prices are to be quoted for the term of the Contract. 12.5. Bidder warrants by virtue of bidding that prices,terms and conditions in the Bid will be firm for acceptance for a period of one hundred and twenty (120) calendar days from the date of Bid opening unless otherwise stated by the Owner. 12.6. The Bid price shall include all permit fees, royalties, license fees and other costs arising from the use of such design, device or materials in any way involved in the work and all costs of packaging,transporting and delivery to the designed location within the Owner. 12.7. For the purpose of evaluation,the Bidder must indicate any variance or exceptions to the stated specification no matter how slight. Deviations should be explained in detail. Absence of variations and/or corrections will be interpreted to mean that the Bidder meets all the specifications in every respect. 12.8. Should Bidder feel that the cost for any portion of the work has not been established by the Bid Items or Section 01150 of the Technical Specifications, Bidder shall notify Owner prior to submitting a Bid. If such notice is not provided by Bidder to Owner at least five business days prior to the date Bids are due, Owner will expect that the submitted Bid includes all costs required to complete the Work in its entirety. 13. BID FORMS 13.1. Bid Forms must be completed in ink or typed. The Unit Price and Extended Value of each Item on the form must be provided in numerals. Bidder must bid on all Bid Items, including all Base Bid and all Additive Alternate Bid Items,on the Bid forms(Bid Schedule of Values). All bid forms Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 8 must be filled out in their entirety. Figures must be provided for all unit prices and values.Words must be provided where indicated. Incomplete bid forms will be considered non-responsive. 13.2. Bids by corporations must be executed in the corporate name by the president or a vice president (or other corporate officer accompanied by evidence of authority to sign) and the corporate seal must be affixed and attested by the secretary or an assistant secretary. The corporate address and state of incorporation shall be shown below the signature. 13.3. Bids by partnerships must be executed in the partnership name and signed by a partner, whose title must appear under the signature and the official address of the partnership must be shown below the signature. 13.4. All names must be typed or legibly printed below the signature. 13.5. The Bid shall contain an acknowledgment of receipt of all Addenda (the numbers of which shall be filled in on the Bid Forms). 13.6. The email address and US Postal address to which communications regarding the Bid are to be directed must be shown. 14. SUBMISSION OF BIDS 14.1. Bids will be received by the Village of Tequesta via Demand5tar. All bid responses must be submitted electronically following the instructions on DemandStar. Electronic responses are the only method allowed for Bidders to respond to this solicitation. Bids shall be submitted on or before the date and time specified. All bid responses must be submitted on the provided Invitation for Bid "Bid Proposal" Form. Bid responses on vendor letterhead/quotation forms shall not be accepted. Responses must be typewritten or written in ink and must be signed in ink by an agent of the company having authority to bind the company or firm. FAILURE TO SIGN THE BID RESPONSE FORM AT THE INDICATED PLACES SHALL BE CAUSE FOR REJECTION OF THE BID. 14.2. Bid forms: The following documents are required to be included in bid responses and made a condition of this Bid: 1. ❑ Bid Proposal 2. ❑ Bid Schedule of Values 3. ❑ List of Subcontractors and Suppliers 4. ❑ Qualification Requirements and proof of previous experience 5. ❑ Acknowledgement of Addenda 6. ❑ Contractor Safety Qualification Form 7. ❑ E-Verify Affidavit 8. ❑ Drug-Free Workplace Certificate 9. ❑ Village Clerk's ADA Compliance Statement Form 10. ❑ Sworn Statement on Public Entity Crimes 11. ❑ Trench Safety 12. ❑ Bid Bond 13. ❑ Membrane System Performance Warranty 14. ❑ Completed Section 11278 System Operation and Maintenance Cleaning guidelines 15. ❑ Completed Attachment B Required Membrane Performance Projection Information Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 9 15. OPENING OF BIDS 15.1. Bids will be opened virtually and publicly. 15.2. When Bids are opened publicly they will be read aloud, and an abstract of the amounts of the base Bids and major alternates (if any) will be posted on Demandstar.com and made available after the opening of Bids. 16. BIDS TO REMAIN OPEN 16.1. All Bids shall remain open for one hundred and twenty (120) calendar days after the day of the Bid opening, but Owner may, in his sole discretion, release any Bid prior to that date. 17. AWARD OF CONTRACT 17.1. Owner reserves the right to reject any, and all Bids, to waive any, and all informalities and to negotiate contract terms with the Successful Bidder, and the right to disregard all nonconforming, non-responsive or conditional Bids. Discrepancies between words and figures will be resolved in favor of words. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. Discrepancies between the indicated value and the correct value as calculated by the product of the unit price and the estimated quantity will be resolved by using the stated unit price. 17.2. In evaluating Bids, the Owner shall consider the qualifications of the Bidders and whether the Bids comply with the prescribed requirements, alternates, and unit processes of the Bid Documents. 17.3. Owner may consider the qualifications and experience of Subcontractors and other persons and organizations (including those who are to furnish the principal items of material or equipment) proposed for those portions of the Work as to which the identity of Subcontractors and other persons and organizations must be submitted as provided in the Supplementary Conditions and Bid Documents. Operating costs, maintenance considerations, performance data and guarantees of materials and equipment may also be considered by Owner. 17.4. Owner may conduct such investigations as he deems necessary to assist in the evaluation of any Bid and to establish the responsibility, qualifications and financial ability of the Bidders, proposed Subcontractors and other persons and organizations to do the Work in accordance with the Contract Documents to Owner's satisfaction within the prescribed time. 17.5. Owner reserves the right to reject the Bid of any Bidder who does not pass any such evaluation to Owner's satisfaction. 17.6. If the contract is to be awarded,it will be awarded to the lowest,responsive,responsible Bidder, based on the lowest Total Base Bid Price or Total Alternative Bid Price evaluated by the Owner to be in the best interest of the Owner. All Bid pricing shall be submitted on the Bid Proposal Form (Bid Schedule of Values)included in the Front-End Bid Documents.Owner may,at Owner's sole discretion,award the contract based on the lowest Total Base Bid Price or Total Alternative Bid Price. 17.7. If the contract is to be awarded, Owner will give the Successful Bidder a Notice of Award within one hundred and twenty(120) days after the day of the Bid opening. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 10 17.8. More than one Bid received for the same work from an individual,firm, partnership,corporation or association under the same or different names will not be considered. If,in the determination of the Owner, there are reasonable grounds for believing that any Bidder is interested in more than one Bid for the same work, or that any collusion exists among the Bidders, this will result in the rejection of the Bids of those Bidders who participated in those Bids. In either case, the Owner may deem those Bidders to be a non-responsible or non-qualified Bidder. 17.9. Bidder understands and agrees that the agreement provided herein is subject to change and the removal or addition of updated provisions. 18. INSURANCE AND BONDS 18.1. Article 6.0 of the General Conditions and the Supplementary Conditions set forth Owner's requirements as to Insurance, Performance and Payment Bonds. When the Successful Bidder delivers the executed Agreement to Owner, it shall be accompanied by the required Contract Security and Certificate of Insurance. 19. SIGNING OF AGREEMENT 19.1. When Owner gives a Notice of Award or a Notice of Intent to Award to the Successful Bidder, it will be accompanied by at least two unsigned counterparts of the Agreement and all other Contract Documents. Within fifteen days thereafter Contractor shall sign and deliver at least two counter parts of the Agreement to Owner with all other Contract Documents attached. Within sixty (60) days of Notice of Award, Owner will deliver all fully signed counterparts to Contractor. 20. PERMITS 20.1. Contractor is responsible to obtain all permits required by local, State, and Federal regulations as necessary to complete the Work of the Contract, unless otherwise noted. The Contractor is responsible to perform the Work in accordance with all permit conditions whether Contractor holds the permit or Owner/Village holds the permit. 20.2. Contractor is responsible to obtain Lockout Tagout permits, as may be required, to perform work. Permits are obtained from the Village of Tequesta Electrician. 20.3. Water for construction purposes can be made available to Contractor by Owner if requested and agreed upon. Contractor will be responsible to provide labor, materials, and equipment as may be necessary to convey the water as needed for contractor's use, including backflow prevention as may be necessary. Contractor shall coordinate the location for water supply with Owner. 21. TAXES 21.1. The successful Bidder shall pay all applicable sales, consumer use and other similar taxes required by law. 22. CONTRACT DOCUMENTS 22.1. It is the intent of the Contract Documents to describe a functionally complete project(or portion thereof)to be constructed in accordance with the Contract Documents. Any work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied whether or not specifically called for.When words which have a well-known technical or trade meaning are used to describe work, materials or Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 11 equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals or codes of any technical society, organization or association or to the laws or regulations of any governmental authority having jurisdiction over the Project, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code, law or regulation in effect at the time the Work is performed, except as may be otherwise specifically stated herein. 22.2. The apparent silence of the specifications as to any detail, or the apparent omission from the Specifications of a detailed description 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 the specifications shall be made, on the basis of this statement. 22.3. If before or during the performance of the Work Contractor discovers a conflict, error or discrepancy in the Contract Documents, Contractor immediately shall report same to Owner in writing, and before proceeding with the Work affected thereby shall obtain a written interpretation or clarification from the Owner. Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing any portion of the Work. 22.4. Drawings are intended to show general arrangements, design and extent of Work and are not intended to serve as shop drawings. Specifications are separated into divisions for convenience of reference only and shall not be interpreted as establishing divisions for the Work, trades, subcontracts,or extent of any part of the Work. In the event of a discrepancy between or among the drawings, specifications or other Contract Document provisions, Contractor shall be required to comply with the provision which is the more restrictive or stringent requirement upon the Contractor, as determined by the Project Manager. Unless otherwise specifically mentioned, all anchors, bolts, screws, fittings, fillers, hardware, accessories, trim and other parts required in connection with any portion of the Work to make a complete, serviceable, finished and first quality installations shall be furnished and installed as part of the Work, whether or not called for by the Contract Documents. 23. EQUAL OPPORTUNITY 23.1. The Village of Tequesta recognizes fair and open competition as a basic tenet of public procurement. Contractors doing business with the Owner are prohibited from discriminating, on the basis of race, color, creed, national origin, handicap, age or sex. 24. OCCUPATIONAL HEALTH &SAFETY 24.1. In compliance with Chapter 442, Florida Statutes,any toxic substance listed in Section 38F-41.03 of the Florida Administrative Code delivered, as a result of this Bid must be accompanied by a Material Safety Data Sheet("MSDS")which may be obtained from the manufacturer.The MSDS must include the following information: 24.1.1. The chemical name and the common name of the toxic substance. 24.1.2. The hazards or other risks in the use of the toxic substance including: a)The potential for fire, explosion, corrosively and reactivity; b) The known acute and chronic health effects of risk from exposure including the medical conditions which are generally Village ofTecluesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 12 recognized as being aggravated by exposure to the toxic substance;and c)The primary routes of entry and symptoms of over exposure. 24.1.3. The proper precautions, handling practices, necessary personal protection equipment and other safety precautions in the use of or exposure to the toxic substances, including appropriate emergency treatment in case of exposure. 24.1.4. The emergency procedure for spills, fire, disposal and first aid. 24.1.5. A description in lay terms of the known specific potential health risks posed by the toxic substance intended to alert any person reading this information. 24.1.6. The year and month, if available, that the information was compiled and the name, address, and emergency telephone number of the manufacturer responsible for preparing the information. 24.2. Bidders are required to complete and submit with their bids the Contractor Safety Qualifications Form included in the Front-End Documents. 24.3. Contractor of Award and sub-contractors will be required to perform the Work of the Contract in accordance with the Environmental Protection Agency Risk Management Program (40 CRF 68.87) and the Occupational Safety and Health Administration's Process Safety Management Program (29 CRF 1910.119 (h)). 25. AUDIT RIGHTS 25.1. The Owner reserves the right to audit the records of the successful Bidder for the commodities and/or services provided under the Contract at any time during the performance and term of the Contract and for a period of five (5) years after completion and acceptance by the Owner. If required by the Owner,the successful Bidder agrees to submit to an audit by an independent certified public accountant selected by the Owner.The successful Bidder shall allow the Owner to inspect, examine and review the records of the successful Bidder in relation to this Contract at any,and all times during normal business hours during the term of the Contract. 25.2. The Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract and in furtherance thereof may demand and obtain records and testimony from the Contractor and its subcontractors and lower tier subcontractors. The Contractor understands and agrees that in addition to other remedies and consequences provided by law,the failure of the Contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Office of Inspector General of Palm Beach County when requested may be deemed by the municipality to be a material breach of this contract justifying its termination. The Office of Inspector General in Palm Beach County is established by Palm Beach County Code, Section 2-421 - 2-440. Failure to cooperate with the Inspector General or interfering with or impeding any investigation shall be in violation of Palm Beach County Code,Section 2-421—2-440,and be punished pursuant to Section 125.69, Florida Statutes, in the same manner as a second-degree misdemeanor. 26. CONFLICT OF INTEREST 26.1. The award hereunder is subject to the provisions of Chapter 112, Florida Statutes. Bidders must disclose with their Bid the name of any officer, director, partner, proprietor, associate or agent who is also a public officer or employee of the Owner or any of its agencies. Further,all Bidders Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 13 must disclose the name of any public officer or employee of the Owner who owns, directly or indirectly, an interest of five percent (5%) or more in the Bidder's firm or any of its branches or affiliate companies. 27. SPECIAL LEGAL REQUIREMENTS 27.1. PUBLIC RECORDS 27.1.1. This Agreement is subject to and governed by the laws of the State of Florida, including without limitation Chapter 119, Florida Statutes, which generally makes public all records or other writings made by or received by the parties. The Contractor acknowledges its legal obligation to comply with § 119.0701, Florida Statutes. 27.1.2. A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request, and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. 27.1.3. If a contractor does not comply with the public agency's request for records,the public agency shall enforce the contract provisions in accordance with the contract. 27.1.4. A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under s. 119.10. 27.1.5. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 561-768-0443, LMCWILLIAMS@TEQUESTA.ORG, OR 345 TEQUESTA DRIVE, TEQUESTA, FL 33469. 27.2. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES 27.2.1. The Village of Tequesta encourages and agrees to the successful bidder extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful bidder. 27.3. CONE OF SILENCE, Sec. 2-355. Cone of Silence 27.3.1. Cone of silence means a prohibition on any communication, except for written correspondence, regarding a particular request for proposal, request for qualification, bid, or any other competitive solicitation between: 27.3.1.1. Any person or person's representative seeking an award from such competitive solicitation; and 27.3.1.2. Any county commissioner or commissioner's staff, any member of a local governing body or the member's staff, a mayor or chief executive officer that is not a member of a local governing body or the mayor or chief executive officer's staff, or any employee authorized to act on behalf of the commission or local governing body to award a particular contract. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 14 27.3.2. For the purposes of this section,a person's representative shall include but not be limited to the person's employee, partner, officer, director, consultant, lobbyist, or any actual or potential subcontractor or consultant of the person. 27.3.3. The cone of silence shall be in effect as of the deadline to submit the proposal, bid, or other response to a competitive solicitation. The cone of silence applies to any person or person's representative who responds to a particular request for proposal, request for qualification, bid, or any other competitive solicitation, and shall remain in effect until such response is either rejected by the county or municipality as applicable or withdrawn by the person or person's representative. Each request for proposal, request for qualification, bid or any other competitive solicitation shall provide notice of cone of silence requirements and refer to this article. 27.3.4. The provisions of this article shall not apply to oral communications at any public proceedings, including pre-bid conferences, oral presentations before selection committees, Contract negotiations during any public meeting, presentations made to the board or local municipal governing body as applicable, and protest hearings. Further, the cone of silence shall not apply to contract negotiations between any employee and the intended awardee, any dispute resolution process following the filing of a protest between the person filing the protest and any employee, or any written correspondence at any time with any employee, county commissioner, member of a local municipal governing body, mayor or chief executive officer that is not a member of the local municipal governing body, or advisory board member or selection committee member, unless specifically prohibited by the applicable competitive solicitation process. 27.3.5. The cone of silence shall not apply to any purchases made in an amount less than the competitive bid threshold set forth in the county purchasing ordinance (County Code, chapter 2, article III, division 2, part A, section 2-51 et seq.) or Village ordinance as applicable. 27.3.6. The cone of silence shall terminate at the time the board, local municipal governing body, or a county or municipal department authorized to act on behalf of the board or local municipal governing body as applicable, awards or approves a contract, rejects all bids or responses, or otherwise takes action which ends the solicitation process. 27.3.7. Any contract that violates the cone of silence provisions in this section shall render the transaction voidable. 27.4. EMPLOYMENT ELIGIBILITY REQUIREMENTS(E-VERIFY REGISTRATION AND USE) 27.4.1 Provisions for employment eligibility under Section 448.095 F.S. (Florida Statutes) shall apply to all contractors and subcontractors performing Work, providing supplies, or providing services under this Contract. 27.4.2 Bidders are responsible to review Section 448.095 F.S. in its entirety and ensure that all obligations of the Statute are complied with. 27.4.3 Bidder shall register and use the E-Verify system as required by Section 448.095 F.S. and require their subcontractors and suppliers to do the same. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 15 27.4.4 The Apparent Successful Bidder shall provide Owner with any information or documentation necessary for compliance with the E-Verify requirements of Section 448.095 F.S. as requested in writing by Owner. 27.4.5 Pursuant to Section 448.095, Florida Statutes, beginning January 1, 2021,Contractor shall register with and use the U.S. Department of Homeland Security's E-Verify system, https://e-verifv.uscis.gov/emp, to verify the work authorization status of all Contractor employees hired on and after January 1, 2021. 27.4.6 Subcontractors - a. Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. b. Contractor shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined in section 448.095, Florida Statutes. (Refer to Bid Proposal forms in the Front Ends) C. Contractor shall provide a copy of all subcontractor affidavits to the Village upon receipt and shall maintain a copy for the duration of the Agreement. 27.4.7 Contractor must provide evidence of compliance with Section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the Contractor (refer to Bid Proposal forms) stating all employees hired on and after January 1, 2021, have had their work authorization status verified through the E-Verify system and a copy of their proof of registration is in the E-Verify system. 27.4.8 Failure to comply with this provision is a material breach of the Agreement and shall result in the immediate termination of the Agreement without penalty to the Village.Contractor shall be liable for all costs incurred by the Village to secure a replacement Agreement, including but not limited to, any increased costs for the same services, any costs due to delay, and rebidding costs, if applicable. END OF INSTRUCTIONS TO BIDDERS Village ofTecluesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 16 August 14,2025 H2O Innovation ITB 05-12-2025AF RO Membrane Replacement: Addendum Acknowledgement I, Gregory Sato, acknowledge for H2O Innovation USA, Inc that we have received and reviewed Addendum 41-3 from ITB-UTIL 05-12-2025/AF-0-2025/AF. Copies of the addendums are attached for reference. Gregory Sato Inside Sales Manager H2O Innovation USA, Inc 8/14/25 H2O Innovation 1048 La Mirada Court, Vista; CA 92081, United States Te[ 760,598.2206 Fax: 760.598.2208 www.h2oinnovation.com info(a)h2oinnovation.com Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org BID NO ITB-UTIL 05-12-2025/AF ADDENDUM NO. 1 TO CONTRACT DOCUMENTS ISSUED: 6/26/2025 PROJECT TITLE: REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT (ITB-UTIL 05-12- 2025/AF) TO: ALL PLAN HOLDERS OF RECORD This addendum shall modify, clarify, change, or add information and become part of the above referenced Contract Documents. Acknowledge receipt of this Addendum in the space provided on the Bid Proposal form. The Contract Documents shall include the following: GENERAL PRE-BID MEETING MINUTES ADD the Prebid Meeting Minutes and Sign-In Sheet to the Bid Documents. CONTRACTOR QUESTIONS AND VILLAGE ANSWERS ADD the Contractor Questions to the Bid Documents. TECHNICAL SPECIFICATIONS SPECIFICATION SECTION 01010-1.03 SCOPE: Contractor's scope of work shall also include replacement of existing permeate adapters and flexible hosing with schedule 80 PVC J-bends. The J-bends shall be secured to the permeate header and the permeate adapter with 316 stainless steel grooved end couplings. The contractor shall include all work and materials to re-connect the permeate sample tubing to the new J-bend assemblies. This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.IV/3mnfeU4 Page 1 of 4 SPECIFICATION SECTION 01010-1.03 SCOPE AND SPECIFICATION SECTION 13025 1.02: shall be revised to note that replacement of end cap assemblies is not required as part of this project. The OEM is responsible for removal, storage and re-installation of existing bearing cap assemblies for each of the three (3) RO trains. As part of this project, the OEM shall furnish a total of five (5) spare end cap assemblies for each vessel type. OEM shall note each of the three (3) RO trains have different pressure vessel assemblies. Models for each of the vessels are as follows: Train 1: Codeline 80S45 Train 2: Protec Bekaert Model PRO-8-450-SP r p.vt.Ir W.Gr wa MDDEL BUS45 rE.a°nenaea 20.nN LIM MIN)MO NIOM P0.E6 tMAF 58X1BB°C) NA £ _ . ooear wswc I� ESS. 35 N. ss. �a Train 3: Codeline 80A45 Membrane Housing MODEL BOAdS MEMBR446 H '.��.pvu9 hrWv tr+.O:rrribgi'. 4550PSr 20,P iF c� 1 . DANG e M p.qp 3 Page 2 of 4 SPECIFICATION SECTION 01010-1.03 SCOPE C & D— DELETE THESE SECTIONS IN THEIR ENTIRETY AND REPLACE WITH THE FOLLOWING: 01010-1.03:C: Contractor's base bid shall include use of Hydranautics, Dupont, or Toray membrane elements. Contractor's bid shall include bid form supplement that evaluates use of alternate membranes that best suit the needs of the Village. Please refer to the bid form supplement that is to be completed in conjunction with the bid form. The Village reserves the right to select the membrane element that best suits their needs. Contractor's bid item price shall be satisfactory for any of the three (3) membranes proposed. SPECIFICATION SECTION 01152-1.10-A.3: It is the contractor's responsibility to confirm this bid value is satisfactory for any of the three (3) elements proposed as part of the supplemental bid form. SPECIFICATION SECTION 01152-1.10-A.3: Contractor shall also include in this pay item replacement of existing permeate flexible tubing with new schedule 80 PVC J-bends and Victaulic couplings to adapt to permeate adapters and permeate header. Price shall also include removal and re-installation of sample tubing connections. SPECIFICATION SECTION 01152-1.10: ALTERNATE BID ITEMS: Delete this specification subsection in it's entirety, the Contractor is only responsible for furnishing a base bid. SPECIFICATION SECTION 13025-2.01D—ADD THE FOLLOWING: The Contractor shall note that the Village will not accept a hybrid element array. The RO trains shall all be loaded with the same element model that is capable of meeting the performance criteria outlined herein. SPECIFICATION SECTION 13025-3.06-B— DELETE AND REPLACE WITH THE FOLLOWING: Upon loading the train with the new membranes, the Contractor is responsible for performing conductivity profiles across each vessel to confirm there are no rolled brine seals or issues with permeate adapters prior to performance testing. During this time, the RO train shall be connected to the CIP system as described in this Addendum response. The contractor shall furnish the conductivity profile information with the Owner and Engineer prior to disconnecting the train from the CIP system and re- connecting to the product water. The membrane train shall undergo a four (4) day performance test with water quality samples occurring at the end of each day. Four-day performance test shall be as follows: 1. In addition to performance testing requirements in other specifications, a continuous 4-day acceptance test shall be completed using all the proposed equipment functionally operating under this contract. The test shall be conducted with the OEM and Page 3 of 4 Contractor and witnessed by the Engineer and Owner. Successful completion of this test as described herein, is considered substantial completion. 2. If the RO System fails to continuously meet each performance requirements listed above during the 4-day performance test, the system shall be determined to be unacceptable and the 4-day test shall be repeated. If the test is interrupted for reasons beyond the control of the Contractor, the test may be resumed rather than restarted. 3. The 4-day test must be satisfactorily completed as a condition for beneficial use of the train to be achieved. 4. The 4-day test must be satisfactorily completed prior to commencement of work on subsequent RO train membrane replacement. 5. Operating data taken during the acceptance test shall be adjusted to reflect performance at design water quality and provided to the Engineer. 6. Projections of performance based on startup water quality as defined herein, shall be made prior to the acceptance test. These projections should become the basis against which the test performance is measured. 7. Startup Feedwater Quality: During the required 4-day performance test,the OEM shall coordinate with the Owner for collection of feedwater samples taken after pretreatment and have them analyzed. The feedwater sample results shall be the basis by which acceptance of the permeate water quality shall be determined. Two feedwater samples and permeate samples taken concurrently throughout each 4-day performance test as directed by the Engineer shall be taken of the parameters listed in Table 13025-2. Membrane projections submitted by the OEM to the engineer shall be the basis of determining whether the RO system meets system requirements as specified herein. 8. Membrane projections shall be the basis of determining whether the RO system meets system requirements as specified herein. END OF ADDENDUM 1 Page 4 of 4 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT ITB-UTIL 05-12-2025/AF PRE-BID MEETING MINUTES J U N E 13, 2025 AT 10:00 AM A pre-bid meeting was held at the Village of Tequesta Council Chambers for the above referenced project on the date and time indicated above.Attendance at this meeting is not a mandatory requirement for submitting a bid.The meeting started at 10:03AM. 1. SIGN IN SHEET A. Attendees were reminded to complete the sign-in sheet B. An addendum will be issued via Demandstar.com to include these meeting minutes and the pre-bid meeting attendee sign-in sheet. 2. INTRODUCTION OF ATTENDEES VILLAGE OF TEQUESTA—OWNER Name Title Marjorie Craig Director, Utilities Department Allyson Felsburg Deputy Director, Utilities Department Nate Litteral Water Production Division Manager, Utilities Department Joe O'Connor Lead Operator, Utilities Department Juan Rivas Instrumentation Technician, Utilities Department KIMLEY-HORN &ASSOCIATES—OWNER'S REPRESENTATIVE, ENGINEER Name Title Nick Black Professional Engineer CONTRACT ADMINISTRATION A. The Village of Tequesta will administer the contract during construction. Kimley-Horn,the Village's consulting engineer,will provide the Owner with assistance serving as the Owner's representative and provide inspection services,shop drawing review,and other assistance as requested by the Village. 3. DEMANDSTAR A. The Town reviewed the process for obtaining bid documents. B. Bid documents are available through www.DemandStar.com. Instructions for obtaining the plans and specifications from www.DemandStar.com are within in the Invitation to Bid and the Instructions to Bidders in the Front End Bid Documents for the project. ITB-UTIL 05-12-2025/AF Pre-Bid Meeting Minutes Page 1 of 6 rJ VILLAGE OF TEQUESTA '3 UTILITIES DEPARTMENT C. Bidders are responsible for obtaining complete sets of Bidding Documents. Complete sets of Bidding Documents shall be used in preparing Bids. Neither the Village nor the Engineer assumes responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. D. All Addenda for this bid will be issued through DemandStar. 4. BID OPENING A. Sealed bids must be submitted through DemandStar before and up to 2:00 pm on July 3,2025. Bids will be publicly and virtually opened and read aloud in the Village Council Chambers. 5. QUESTIONS CONCERNING THE BID A. All questions concerning the bid shall be directed to Jeff Snyder and Allyson Felsburg in writing by email (JSnyder@teguesta.ora and AFelsburg@teauesta.org).Questions delivered by email should contain the name of the Project/Bid in the subject heading of the email and be sent with a read receipt to ensure successful receipt of the email by the Village.Clarification and changes to the bid documents will occur by addendum through www.DemandStar.com,if needed. B. Questions received less than seven days prior to the Bid Opening date may not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. C. Bidders shall report any conflicts,errors,or discrepancies in the Contract Documents, immediately in writing so that clarification or interpretation can be provided. 6. BID SECURITY A. Bid security in the amount of five percent(5%)of the bid must accompany each bid. Bid security must be in the form of a certified check or bank check,or a bid bond issued by a Surety meeting the requirements of the Bid Documents. 7. BONDS AND INSURANCE A. Payment and performance bonds are required for this project as described in the General and Supplementary Conditions. Forms are included in Bid Documents. B. Bidder must submit evidence of insurance with their Bid as described in the Bid Proposal under Contractor Safety Qualification Form 8. BID EVALUATION AND AWARD A. Bids will be evaluated based on the lowest Total Bid Price,or the lowest Total Bid Price or any combination of Alternate Bid Items,submitted on the Bid Form(Bid Schedule of Values)with the Bid and evaluated by Owner to be in the best interest of the Owner. B. Bidders are not required to submit bid pricing for all bid items, including alternate bid items. C. Bidder's experience,reference checks and subcontractor's experience will be reviewed and considered by Owner in evaluation of bids. D. Bidders are responsible to review Section 01025 Measurement and Payment and allocate costs for their bid accordingly.Any cost not specifically identified in Section 01025 shall be included in the Bid Item determined most appropriate by the Bidder. E. If the bidder has included a bid for the alternative membrane element,they must include all required documentation.The proposed membrane must be currently installed in at least five(5)locations for a minimum of twelve(12) months,demonstrating successful operations of at least 1.0 MGD in Coastal Florida. ITB-UTIL 05-12-2025/AF Pre-Bid Meeting Minutes Page 2 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT F. The MSI must be Florida based and provide a minimum of three(3) membrane treatment plant projects that have been completed or are in progress that are of comparable size, application and complexity to this application. 9. PROJECT DESCRIPTION A. The project scope includes providing all labor,equipment, materials,and tools necessary to remove 480 60-inch existing membrane elements from one hundred twenty(120)pressure vessels in Trains 1 through 3,dispose of existing membranes, rebuild/replace all end cap gaskets, new 0-rings, permeate port seals, retainer rings, new seals and miscellaneous hardware,clean pressure vessels,furnish and install 240 new 40-inch membranes in each train for a total of 720 membrane elements, interconnectors, end cap seals, gaskets,adapters,spacers and shims and other parts as required to perform the work. Work includes startup and performance testing and offsite disposal of all debris generated by Contractor's work,site restoration and all other incidentals required to complete the Work in accordance with the Bidding Documents. 10.CONTRACTOR QUALIFICATIONS A. Bidders must complete and submit with their bid the following: • Bid Proposal • Bid Schedule of Values • List of Subcontractors and Suppliers • Qualification Requirements and proof of previous experience • Acknowledgement of Addenda • Contractor Safety Qualification Form • E-Verify Affidavit • Drug-Free Workplace Certificate • Village Clerk's ADA Compliance Statement Form • Sworn Statement on Public Entity Crimes • Trench Safety • Bid Bond • Membrane System Performance Warranty • Completed Section 11278 System Operation and Maintenance Cleaning guidelines • Completed Attachment B Required Membrane Performance Projection Information 11.CONTRACT DURATION A. The contract durations are as follows: • Substantial Completion: 120 calendar days from Notice to Proceed • Final Completion: 150 calendar days from Notice to Proceed B. Contract durations include time for the contractor to obtain permits,make submittals for materials and equipment for the project to Owner, receive approval of submittals from Owner, perform the work, conduct testing,complete restoration, provide close out documents,conduct substantial and final inspections with regulatory agencies and the Town,complete punch list items,and complete all other work contemplated by the contract documents and necessary to provide a complete project. C. The Contract does contain provisions for liquidated damages if the Contract completion dates are not achieved. D. It is anticipated that a recommendation for the award will be made to the Village Council in August 2025, followed by issuance of a Notice to Proceed in August 2025. ITB-UTIL 05-12-2025/AF Pre-Bid Meeting Minutes Page 3 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT 12.PERMITS A. The Village of Tequesta does not anticipate that Palm Beach County Department of Health (PBCDOH)will require a permit to complete this work.The Village will notify PBCDOH of the work being performed.A letter of notification following completion of the work, as well as bacteriological test results,will be supplied by the Village to PBCDOH at the conclusion of the work. 11PROJECT ADMINISTRATION CONSTRUCTION SCHEDULE A. Contractor will be required to submit a preliminary construction schedule within 2 weeks of the project's Notice to proceed,which describes the intended sequence of construction for the project. B. Contractor will be required to update the construction schedule,as needed,to reflect changes over the duration of the project. CONSTRUCTION PROGRESS MEETINGS A. Biweekly construction progress meetings will be held with the Contractor,Owner and Owner's representative during performance of the work. Meetings may be held more frequently depending on the need.Contractor's project manager and site superintendent are required to attend the biweekly scheduled meetings. Major subcontractors may be requested to attend the biweekly meetings during the performance of their work. SHOP DRAWINGS AND SUBMITTALS A. Contractor is responsible to provide shop drawing submittals for Owner/Representative's approval prior to ordering materials. B. Contract time is inclusive of time for shop drawing submittal review and material procurement. C. Contractor should anticipate a 14-day turn around for review of shop drawing.Although the Owner/Representative will endeavor to return submittals sooner if possible. D. Refer to Section 01300 of the Technical Specifications for detailed instruction on submittals and shop drawings. PRE-CONSTRUCTION VIDEO A. The project requires a pre-construction video be submitted to the Village for review and approval a minimum of two weeks prior to mobilizing materials or equipment to the site. B. The videos must be recorded in Windows Media format(wmv)by a professional videographer specializing in construction videos. WORK HOURS A. Normal work hours under this Contract are 7:00 a.m. and 6:00 p.m. EST, Monday through Friday. No work may be performed outside of normal work hours without prior approval from the Village, unless otherwise required by the Contract Documents. B. Work requiring inspection shall be limited to Monday-Friday,8:00 am—4:00 pm unless previous arrangements are made with Owner and Owner's consultant. C. Work is not permitted on Saturdays,Sundays, Federal holidays or Village observed holidays. D. If work does occur after hours without prior arrangements being made with Owner and Owner's consultant,Contractor shall reimburse Owner for expenses incurred by Owner,via deductive change order(s)to the Contract,for consultant fees and Village staff overtime resulting from the work performed outside of normal work hours.Such expenses shall be a subsidiary obligation of the Contractor,and no extra payment shall be made by the Owner on account of such overtime work. ITB-UTIL 05-12-2025/AF Pre-Bid Meeting Minutes Page 4 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT SITE ACCESS AND USE A. The Village of Tequesta water treatment plant is a secure facility. It is the responsibility of the Contractor to always maintain security of his site. B. There will be other projects underway at the same time as this contract but not within the same project limits. LAYDOWN AND STORAGE A. Contractor shall contain all equipment and materials required to perform the work to the construction areas identified by the Owner. Under no circumstances,shall Contractor stage equipment and/or store materials outside of the project limits without prior permission from the Owner. B. Responsibility for protection and safekeeping of equipment and materials will be solely that of the Contractor.Should occasion arise necessitating Owner or regulatory agency access to an area occupied by stored equipment and/or materials,the Contractor shall immediately provide access. C. Upon completion of the Contract,the Contractor shall remove all of its equipment,surplus materials and restore all areas impacted by construction activities to conditions as existed prior to construction or as required by the Bid Documents. Laydown and storage areas, and Contractor's access routes shall be included in the pre-construction video. Laydown and storage areas have not been identified in the Project Drawings and shall be coordinated in advance of mobilizing to complete work. IDENTIFICATION OF WORKERS A. All workers and subcontractors conducting work under this Contract should wear a form of identification, identifying them with the company for whom they work. B. Identification can be in the form of a construction hard hat,shirt, badge,etc.Shirts are preferable. C. Workers are expected to stay within the construction work areas.Workers found to be wandering around the site will be brought to the attention of the Contractor Superintendent and may be asked to leave the site by the Village. QUALITY CONTROL AND TESTING A. Flushing and Testing Water Disposal:Contractor is responsible for conveyance of flushing and testing water to discharge at the provided discharge locations.Contractor is responsible for best management practice means and methods to ensure that discharge water at the point of discharge does not cause erosion. B. Contractor will be responsible for complying with applicable portions of Chapter 62-555 of the Florida Administrative Code(F.A.C.)in completion of the work included in this project. C. Contractor is responsible to perform the Work in a sanitary manner as required to keep Owner's water supply clean and safe for distribution to customers. D. Water Quality Sampling:Contractor is responsible to subcontract with a State certified laboratory to provide water quality sampling and testing, as required by Bid Documents,table included in Section 13025-2. E. Bacteriological Sampling&Testing:Contractor will be responsible for scheduling,with the Village of Tequesta,of bacteriological testing of the work. BUDGET A. The project budget and construction cost estimate are not being released at this time. ITB-UTIL 05-12-2025/AF Pre-Bid Meeting Minutes Page 5 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT 14.OTHER ITEMS OF DISCUSSION A. An addendum will be issued via Demandstar.com to include these meeting minutes and the pre-bid meeting attendee sign-in sheet. B. Only one train may be removed from service at a time, beginning with Train 2,followed by Train 1 and then Train 3. C. A site visit to the water treatment plant was conducted after the meeting for any attendees who wished to visit the sites.The site visit included review of laydown and storage area provided for membrane element storage. D. The following questions were asked during the site visit and will be clarified through addendum: • Flushing of the trains through the cleaning system • Pressure vessel/end cap models on all trains are different. Spare part requirements and end cap rebuilding requirements • Qualification requirements END OF PRE-BID MEETING MINUTES cc: DemandStar as Part of Addendum 1 Meeting Minutes File All Attendees ITB-UTIL 05-12-2025/AF Pre-Bid Meeting Minutes Page 6 of 6 VILLAGE OF TEQUESTA UTILITIES DEPARTMENT REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT ITB-UTIL 05-12-2025/AF PRE-BID SIGN-IN SHEET 1UNE 13, 2025 10:00 AM Name Company Name Phone Number Email Address -� � �!`i k��(:,,�A`�`.'�.+ ,Sly' .Z�J 7 l��r° rk�s:+�, .�Z J 'c."� r LC.��•1 3. cc �&D SSG t "1 Z �1 7 !►"ow.���exCAilL�+.Yi�Gr.hoM.Ce,.. � O'•� i K+MV6 N r��a a-Le Ci2,e1-t �va M - Vi'L-r► Sfv l." 6. 7. \J it.r✓1 1'�.�c r V; S(� ZU l('L�y �/v`S f� �ce�'7� Cllr 8. 5(0 -7(o -A 7 vlt CZ�Ven u z 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. BIDDERS'QUESTIONS AND VILLAGE ANSWERS Question 1: We would like to ask if the requirement to be a Florida based company can be waived so we can participate in the bidding process. Response 1: This requirement will be waived. However, the contractor must provide references for at least three (3) projects of similar size and scope in the state of Florida to be considered. Question 2: In Section 01010-Summary of Work; Part 1 -General;1.01 The requirement; Part B: We would like a little more clarity if the excavation to verify tie-in points would still be relevant to the membrane changeout process? If so, any indication on how deep or what type of equipment would be needed to perform the excavation. Response 2: There is no excavation associated with this project. For conductivity probing of the vessels prior to performance testing,the contractor shall utilize the on-site cleaning system and install owner furnished cleaning spools on the RO trains. The following photo is provided for clarification: r,,4} Upon completion of conductivity profiling, the OEM shall re-install the permanent spool piping and performance testing of the membranes will occur through directing permeate to the degasifiers and bacteriological samples will be pulled from the clearwell, post-chlorine addition. Question 3: Section 01400 Quality control; 1.01 The Requirement; A. Testing Laboratory Services : Would the village be able to share a preferred laboratorythat the city uses to conduct Bac T testing, as well as any other testing required for the completion of the work? Response 3: Bacteriological sampling will be performed by Village staff at no additional cost to the Contractor. Please refer to the NELAP Certified Laboratories directory from FDEP for labs that may be utilized for water quality sampling as part of the performance testing requirements. The following link is provided for bidder reference: htt�:///alik.deD.state.ft.us/anon/sense/app/17c7cl99-2c02-4fl a-928b ad20a293694a/sheet/2c856f40-b cad-4024-ba35- 8827 aCabb274c3/state/analysis Question 4: Part 2- Products; 2.08 Pre Construction Video: Would the village be willing to nominate any firms used in the past to provide the initial videos prior to other construction projects? Response 4: Village has no preference on pre-con videographer. Question 5: Can I get a copy of the plan holder's list if available Response 5: The plan holder list should be available on DemandStar. Question 6: Veolia Water Technologies and Solutions has reviewed the subject project specifications and requests that they be added to the list of approved Membrane Equipment Manufacturers (MEM) utilizing their AG-400 H RO membranes. The AG-400 H product meets or exceeds the specifications without exception. Response 6: This request is respectfully declined. The Village desires to utilize Hydranautics, Toray or Dupont membrane elements. Question 7: Can the bid opening/due date be extended? Response 7: The bid opening/due date ahs been extended to July 23, 2025 at 3:30pm. SUPPLEMENTAL INFORMATION FOR BID FORM Submit the following information from suppliers, that will be used to evaluate the most responsive bid for the RO Membrane Replacement project. The Village of Tequesta reserves the right to select the membrane elements which best suit their needs. A. Membrane Projections' providing the following information: Performance Parameter Dupont Toray Hydranautics Feed Pressure (psi) Permeate TDS (mg/L) Element Model Notes: 1. Membrane performance based on specification 13025, 1.2 MGD permeate production, 75% recovery, 5-yr projection and maximum projected feedwater quality. Contractor: Page 2 of Bid Form Supplement Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org �D BID NO ITB-UTIL 05-12-2025/AF ADDENDUM NO. 2 TO CONTRACT DOCUMENTS ISSUED: 7/21/2025 PROJECT TITLE: REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT (ITB-UTIL 05-12- 2025/AF) TO: ALL PLAN HOLDERS OF RECORD This addendum shall modify, clarify, change, or add information and become part of the above referenced Contract Documents. Acknowledge receipt of this Addendum in the space provided on the Bid Proposal form. The Contract Documents shall include the following: GENERAL CONTRACTOR QUESTIONS AND VILLAGE ANSWERS ADD the Contractor Questions to the Bid Documents. TECHNICAL SPECIFICATIONS SPECIFICATION SECTION 13025-TABLE 13025-2 RO MEMBRANE SYSTEM PERFORMANCE TESTING: REVISE the maximum permeate TDS value to be 250 mg/L and be based on a 5-year age membrane projection. END OF ADDENDUM 2 This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4 Page 1 of 1 BIDDERS'QUESTIONS AND VILLAGE ANSWERS Question 1: What is the maximum site permeate back pressure to be considered (at the permeate ports) before additional back pressure is applied for stage 1 flux balancing? Response 1: The site permeate backpressure from the degasifier towers range from 6- 9 psi. Question 2: What is the maximum acceptable permeate back pressure for stage 1? Response 2: 50 psi Question 3: What is the maximum pressure available at the lead face of the representative lead element in stage 1? Response 3: 255 psi Question 4: RF Environmental Services Inc, has (2) contracts replacing membrane elements for large municipal owners (Collier County(10) Skids w/60 Vessel/Skids & City of Hollywood (7) Skids w/54 Vessel/Skids) meeting the requirements of Specification Section 13025.1.03.G, in addition I (Thad Buckly as president of RFES has addition experience meeting the qualifications), will you allow the past experience from the President and Qualifier/Contractor of RFES to count toward this requirement, or approve RFES with the (2) projects listed above? Response 4: Please refer to Specification Section 13025-1.03 Qualifications Part F and G for requirements of the Membrane System Installer(MSI). References for the individual managing the project will be suitable if the prospective bidding company has inadequate references due to limited years in business. Question 5: Bidder requests an extension until July 30th. Response 5: The Village has agreed to extend the bid opening date to August 14, 2025. Question 2: One spec says to replace with 316 ss grooved end couplings and the other says to make connection with vitaulic couplings. Could you please specify which option you would like? Response 2: Victaulic is a brand of grooved end couplings. Victaulic, Piedmont, Gruvlok, Sanderson Pass are all manufacturers of grooved end couplings that may be considered for use provided they are constructed of 316 stainless steel. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org BID NO ITB-UTIL 05-12-2025/AF ADDENDUM NO. 3 TO CONTRACT DOCUMENTS ISSUED: 8/8/2025 PROJECT TITLE: REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT (ITB-UTIL 05-12- 2025/AF) TO: ALL PLAN HOLDERS OF RECORD This addendum shall modify, clarify, change, or add information and become part of the above referenced Contract Documents. Acknowledge receipt of this Addendum in the space provided on the Bid Proposal form. The Contract Documents shall include the following: GENERAL CONTRACTOR QUESTIONS AND VILLAGE ANSWERS ADD the Contractor Questions to the Bid Documents. END OF ADDENDUM 3 This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnteU4 Page 1 of 1 BIDDERS'QUESTIONS AND VILLAGE ANSWERS Question 1: We wanted to confirm that the site would have space available for the 720 new membranes to be shipped in one batch? Or if we needed to cost for 3 separate deliveries of 240 membranes. Each pallet of membranes is expected to hold 40 membranes. Response 1: The Village has space at the WTP site for the 18 total pallets. These areas are covered and out of direct sunlight but not air conditioned. Contractor is notified that these pallets may need to be stored in different spots at the WTP site to make space for operations. Contractor is fully responsible for storage conditions being compliant with membrane manufacturer requirements. Question 2: Is the disposal piping for the permeate water from each train prior to passing the initial performance testing still required? If so, the 450 ft distance and access to a pipe (that does not have existing access) would be required to accomplish this? Response 2: The-450 feet of temporary piping is not required. The contractor is permitted to utilize the spools for the membrane clean-in-place system when the membranes are initially flushed to verify conductivities. Once each vessel has been profiled with conductivity measurements for each element within each vessel and it has been confirmed that the membranes have been installed appropriately,the Contractor is permitted to remove the spools and utilize the permeate piping to run the RO train to the clearwell. The RO train will be run briefly(15-20 minutes) and bacteriological sample will be extracted from the clearwell after chlorine injection. Upon two consecutive passing bacteriological samples,the contractor is permitted to initiate performance testing. Village Clerk's ADA Compliance Statement Form The Village of Tequesta strives to be an inclusive environment.As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement/bid documents and specifications] are accessible to individuals with disabilities.To comply with the ADA,the Contractor shall provide a written statement indicating that all [agreement/bid documents and specifications], from Contractor, including files, images,graphics, text, audio,video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("MC"), Web Accessibility Initiative ("WAI"), available at the Web Content Accessibility Guidelines page. Required Confirmation: I, H2O Innovation USA,Inc (Print or Type Name of Firm), have read the above compliancy statement and confirm the agreement, bid documents and specifications, including files, images, graphics,text, audio,video, and multimedia, contained within this bid packet are accessible to individuals with disabilities and conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0. Representative Signature 7/22/25 Date THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 39 Bid Bond No.BDTO-470002-025-013 *This page should be clearly marked with a tab for easy identification during the bid opening process. Bidder Surety Name: H2O INNOVATION USA,INC. Name: LIBERTY MUTUAL INSURANCE COMPANY Phone: 418-688-0170 Phone: 514-904-4918 Address(principal place of business): Address(principal place of business): 8227 Bunker Lake Blvd,Suite 500, 2200 Renaissance Blvd.,suite 400 Ramsey,MN,55303 King of Prussia, PA. 19406 Owner Bid Name: Village of Tequesta Utilities Project(name and location): Department Phone: 561-746-5134 Reverse Osmosis (RO) Membrane Replacement, Tequesta, Florida Address(principal place of business): Utilities Department 345 Tequesta Drive Tequesta, FL 33469 Bid Due Date: Bond Penal Sum: 5%of Total Bid Amount Date of Bond: June 26th,2025 Surety and Bidder,intending to be legally bound hereby,subject to the terms set forth in this Bid Bond, do each cause this Bid Bond to be duly executed by an authorized officer, agent, or representative. Surety affirms it is authorized to do business in the State of Florida,and the Village of Tequesta,and as having an Agent resident therein. Bidder Surety u+suq �Jp�nOPo/f�r�yn H2O INNOVATION USA,INC. LIBERTY MUTUAL INSURANCE COMPANY = (Full fo at name of Bidder) (Full formol name of Surety)(corpo eat) r. q, c� _ d� SAc,4ose as 9j7 *a By: By: 1� >Llcl, i ► - -- ignoture) (Signature)(Attach Power of Attorne SnaI No.saee Name: _ �k_ A-p Name: Donna Marie Borja ( Printed or typed) (Printed or typed) Title: ��4i rye ? t P�t� Title: Attorney-In-Fact Attest: �.rlf �( AtteSt:SEEATTACHED CA NOTARY ACKNOWLEDGMENT ignature) (Signature) Name: Name: _ (Printed or typed) (Printed or typed) Title: g �pNb4t — Title: _ Notes:(1)Note:Addresses are to be used for giving any required notice.(2)Provide execution by any additional parties,svch as Joint venturers,if necessary. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 43 Bid Bond (Continued) 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors,and assigns to pay to Owner upon default of Bidder the penal sum set forth on the face of this Bond. Payment of the penal sum is the extent of Bidder's and Surety's liability. Recovery of such penal sum under the terms of this Bond will be Owner's sole and exclusive remedy upon default of Bidder. 2. Default of Bidder occurs upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension thereof agreed to in writing by Owner) the executed Agreement required by the Bidding Documents and any performance and payment bonds, Power of Attorney(s),and Certificate(s)of Insurance required by the Bidding Documents. 3. This obligation will be null and void if: a. Owner accepts Bidder's Bid and Bidder delivers within the time required by the Bidding Documents (or any extension thereof agreed to in writing by Owner) the executed Agreement required by the Bidding Documents and any performance and payment bonds, Power of Attorney(s),and Certificate(s)of Insurance required by the Bidding Documents,or b. All Bids are rejected by Owner, or c. Owner fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension thereof agreed to in writing by Bidder and, if applicable, consented to by Surety when required by Paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon default of Bidder and within 30 calendar days after receipt by Bidder and Surety of written notice of default from Owner, which notice will be given with reasonable promptness, identifying this Bond and the Project and including a statement of the amount due. 5. Surety waives notice of any and all defenses based on or arising out of any time extension to issue Notice of Award agreed to in writing by Owner and Bidder,provided that the total time for issuing Notice of Award including extensions does not in the aggregate exceed 120 days from the Bid due date without Surety's written consent. 6. No suit or action will be commenced under this Bond prior to 30 calendar days after the notice of default required in Paragraph 4 above is received by Bidder and Surety, and in no case later than one year after the Bid due date. 7. Any suit or action under this Bond will be commenced only in a court of competent jurisdiction located in the state in which the Project is located. 8. Notices required hereunder must be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by personal delivery, commercial courier, or by United States Postal Service registered or certified mail, return receipt requested, postage pre-paid, and will be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer,agent,or representative who executed this Bond on behalf of Surety to execute,seal, and deliver such Bond and bind the Surety thereby. 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond will be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute governs and the remainder of this Bond that is not in conflict therewith continues in full force and effect. 11. The term "Bid"as used herein includes a Bid,offer,or proposal as applicable. Village of Tecluesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 44 This Power ru'Attorney writs the acts of noose naruad herein and they have no authority to bind the Carrpany except in the riwww and totheextent herein staled Llbertl Liberty Mutual Insurance Company Mutual, The Ohio Casualty Insurance Company Certificate No:8210551-969099 SURETY West American Insurance Company POWER OF ATTORNEY iQJO M ALL Pl3ZSOFV5 BY THESE PFESEW&That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts,and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana(herein collectively called the"Companies'),pursuant to and by authority herein set forth,does hereby name,constitute and appoint, Lisa Betancur,Donna Marie BorJa,Alison Chambers,David W.Garese,Robert J.Garese,Maria Pamela Duran Rufino,A.Catherine Skeen,Brooke A.Skeen all of fhe city of Saara,nemo state oI CA each individually if there be more than one named,its true and lawful attomey-indact to make, execute,seal,acknowledge and deliver,for and on its behalf as surety and as Its act and deed,any and all undertakings,bonds,recognizances and other surety obligations,in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WTNESSINHEREOF,this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 26th day of June 2025 Liberty Mutual Insurance Company INSUR VSY INS& INsuR The Ohio Casualty Insurance Company �JPo°pea' 9yn yJP`oµro.t•,r Pgy VP vopVOHgr4yn West Artier ican Insurance Company fin c '�o n e . 1912y o 0 1919 ` 1991 � o m p a vi rdJl9s"41IN`'r`"~da31 Cr�NAMP`'�yam YS 'a'nAur 4a3 aL �SL.'dl /, O David M.Carey,Assistant Secretary a 2 ` (a` State of PENNSYLVANIA 1 rn County of MONTGOMERY ss o E o� On this 26th day of lone_. 2025 before me personally appeared David M.Carey,who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance L) ate) crs Company,Ihe Ohio Casually Company,and West American Insurance Company,and that he,as such,being authorized so to do,execute the foregoing instrument for the purposes ~— Q)> therein contained b signing on behalf of the co m`�y g g corporations by himself as a duly authorized officer. > Cu IN WTNESS WIEFEOF,I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting,Pennsylvania,on the day and year first above written. Q z:) rn 0 0 co U) P PAS Q- C� Commmmeagh of perms*snia•Notary Seat ?_ Teresa Padells,Notary Pubhc Q)•— r' 4 T' Montgomery County Q ` E • C OF My commission expires March 28,2026 By ,l/).!d¢) ?1��r�1/r_/ 0 Q) .7 n a i r.l,.r 1128044 I s�•w�^' / �r t.r n.. ::. �t r; :r,,� eresa Pastella,Notary Public Q o !(D This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual 0 ono •S Insurance Company,and West American Insurance Company which resolutions are now in full force and effect reading as follows: a M ARTICLE N—ClITI ER&Section 12.Power of Attorney, a 00 O Any officer or other official of the Corporation authorized for that purpose In writing by the Chairman or the President,and subject to such limitation as the Chairman or the a President may prescribe,shall appoint such attorneys-in-fact,as may be necessary to act in behalf of the Corporation to make,execute,seal,acknowledge and deliver as surety �O M any and all undertakings,bonds,recognizances and other surety obligations.Such attorneys-in-fact,subject to the limitations set forth in their respective powers of attomey,shall-a have full power to bind the Corporation by their signature and execution of any such Instruments and to attach thereto the seal of the Corporation.When so executed,such o () Zv instruments shall be as binding as if signed by the President and attested to by the Secretary.Any power or authority granted to any representative or attomey-in-fact under the M provisions of this article may be revoked at any time by the Board,the Chairman,the President or by the officer or officers granting such power or authority. 0 T Li- ARnC1E)all—6muition of Coribacls:Section 5.Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president,and subject to such limitations as the chairman or the president may prescribe, shall appoint such attaneys-in-fact,as may be necessary to act in behalf of the Company to make,execute,seal,acknowledge and deliver as surety any and all undertaking,", _.-_._. bonds,recognizances and other surety obligations.Such attomeys-in-fact subject to the limitations set forth in their respective powers of attorney,shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company.When so executed such instruments shall be as binding as If signed by the president and attested by the secretary. Caf male of Designation—The President of the Company,acting pursuant to the Bylaws of the Company,authorizes David M.Carey,Assistant Secretary to appoint such attomeys-in- fact as may be necessary to act on behalf of the Company to make,execute,seal,acknowledge and deliver as surety any and all undertakings,bonds,recognizances and other surety obligations. Audmilzatien—By unanimous consent of the Company's Board of Directors,the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company,wherever appearing upon a certified copy of any power of attomey issued by the Company in connection with surety bonds,shall be valid and binding upon the Company with the same force and effect as though manually affixed. 1,Renee C.Llewellyn,the undersigned,Assistant Secretary,The Ohio Casualty Insurance Company,Liberty Mutual Insurance Company,and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full,true and correct copy of the Power of Attorney executed by said Companies,is in hill force and effect and has not been revoked. INTI3TlFAON1(W$;EOF,I have hereunto set my hand and affixed the seals of said Companies this 26th day of June 2025 INsua 4tY INS& INSUR jP��µvor�rJl��tr• QJxvorrgT�o9yn 1912 0 " 1919 m f 1991 cr �+ s r. q Q By. cK~dpv4Sga^ .da� zo "AMeO`der''' ry, �NorA,+^ •dam Renee C.Llewellyn,Assistant Swelay--_.- - — --._--- -- 8/7 • �� �'y1 � te>, �M « tier 'L4315-1Za93 LNRC GC4C WArC MrA6R;o4f2r29 ACKNOWLEDGMENT j A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sacramento Ong " , c C.ti`r before me, Lisa Betancur, Notary Public (insert name and title of the officer) personally appeared Donna Marie Borja who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. y LISABETANCUR Y� NNotary Public•Calif ornia Y _' Sacramento County — a• `, Commission;2d59J81 •�,My Comm.Expires Aug 19,I027 ~ Signature (Seal) Bid Proposal Bidding Company Name: H2O Innovation USA,Inc Village of Tequesta Utilities Department 345 Tequesta Drive Tequesta, FL 33469 Gentlemen: The undersigned, as Bidder, hereby declares that the only Persons, company, or parties interested in the Proposal or the Contract to be entered into, as principals, are named herein; and that this Proposal is made without connection with any other person,company,or parties making a Bid or Proposal; and that it is in all respects fair and in good faith without collusion or fraud. That the Bidder has carefully and to his full satisfaction examined the attached Instructions to Bidders, General Conditions, Supplementary Conditions, detailed Specifications, and Form of Contract and Bond, together with the accompanying plans, and that Bidder has read all addenda issued prior to the opening of Bids; and that Bidder has fully examined the site and the project documents and hereby agrees to furnish, unless otherwise provided, all implements, machinery, equipment, transportation, tools, materials, supplies, labor and other things necessary to the prosecution and completion of the work, to wit: Providing all labor, equipment, materials, and tools necessary to remove 480 60-inch existing membrane elements from one hundred twenty (120) center port pressure vessels in Trains 1 through 3, dispose of existing membranes, rebuild/replace all end cap gaskets, new O-rings,permeate port seals, retainer rings, new seals and miscellaneous hardware, clean pressure vessels, furnish and install 240 new 40-inch membranes in each train for a total of 720 membrane elements, all on-site labor needed to physically unpack, stage and install new membranes, all scaffolding and scissor lift rentals needed to perform the work, all shop supplies, interconnectors, manufacturer-approved lubricant, end cap seals, gaskets, adapters, spacers and shims and other parts as required to perform the work,prepare a loading schedule of membrane serial numbers in MS Excel format and all labor, per diems, mileage and shipping for hardware supplies required to complete the work as specified. Work includes startup and performance testing and offsite disposal of all debris generated by Contractor's work, site restoration and all other incidentals required to complete the Work in accordance with the Bidding Documents. It is proposed that the project herein described shall be constructed for the Unit Prices as follows on the Bid Schedule of Values, all in accordance with the requirements and provisions of the Contract Documents. THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 18 Proposal (Continued) If awarded the Contract, the undersigned agrees to execute the proposed Agreement/Contract and provide required insurance within fifteen (15)calendar days from the date set forth in the Notice of Intent to Award or Notice of Award, which ever one is received first, and to fully complete all necessary work within the Contract Times specified below after date of written Notice to Proceed, with such extensions of time as are provided for in the General Conditions. Contract Durations for Name of Proiect Scope: Substantial Completion: 120 calendar days from Notice to Proceed Final Completion: 150 calendar days from Notice to Proceed The undersigned understands the Contract Time starts on the date of Notice to Proceed.The undersigned understands the Contract Times include Contractor obtaining permits,complete shop drawing submittal, and all other work required to complete the Work in full. The undersigned agrees that all bid documents issued for this project, including addenda, have been reviewed and site visits performed, as necessary to provide a comprehensive bid. The undersigned acknowledges receipt of 3 (insert number)Addenda for this project. The undersigned agrees to provide release of liens for all subcontractors and suppliers during the course of the contract with each payment application. The undersigned acknowledges that payments made by the Village of Tequesta will be made via check and vendor will provide the Village of Tequesta with the information required to make the CONTRACTOR a vendor in the Village of Tequesta system. The undersigned is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract and in furtherance thereof may demand and obtain records and testimony from the contractor and its subcontractors and lower tier subcontractors. The contractor understands and agrees that in addition to other remedies and consequences provided by law, the failure of the contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the municipality to be a material breach of this contract justifying its termination. THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 19 Proposal (Continued) The undersigned states that this bid proposal is the only proposal forth is project in which he is interested and certifies that all of the information provided in this bid proposal is true and correct. SUBMITTAL DATE August 14th 2025 FIRM NAME H2O Innovation USA, Inc FEDERAL EMPLOYER IDENTIFICATION NUMBER (FEIN) 20-5584930 (if the entity has no FEIN, include the Social Security Number of the individual signing this Proposal .) SIG—��RE OF: KSPONSIBLE OFFICIAL 7- PRINT NAME AND TITLE OF RESPONSIBLE OFFICIAL Gregory.Sato EMAIL ADDRESS OF RESPONSIBLE OFFICIAL gregory.satoph2oinnovation.com BUSINESS ADDRESS 8227 Bunker Lake Blvd Suite 500, Ramsey MN 55303 BUSINESS TELEPHONE 763.566.8961 STATE OF INCORPORATION DE FULL NAMES AND ADDRESSES OF PERSONS OR PARTIES INTERESTED IN THE FOREGOING BID, AS PRINCIPALS: H2O Innovation USA, Inc ; 8227 Bunker Lake Blvd Suite 500, Ramsey MN 55303 FULL NAME,TITLE, EMAIL ADDRESS, AND PHONE NUMBER OF PERSON MANAGING THE WORK UNDERTHIS CONTRACT: Gregory Sato: Inside Sales Manager, 1048 La Mirada Ct Vista, CA 92081, 760.305.2171 Shawn Eastman: Service Manager, 8227 Bunker Lake Blvd Suite 500 Ramsey MN 55303, 612.419.0641 Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 20 Bid Schedule of Values Cont'd Reverse Osmosis (R0) Membrane Replacement ALTERNATIVE MEMBRANE BID If the BIDDER desires to provide a BID for an ALTERNATIVE membrane other than Koch TFC 8040 HR400 Membranes, please complete this page.The completion of this page is not required if the BIDDER is not providing an alternative membrane. All requirements(testing,warranty,etc.) for base bid membrane applies to Alternative Membranes. ALT. ITEM ALTERATIVE ITEM ETSIMATED NO. DESCRIPTION UNIT QUANTITY UNIT PRICE EXTENDED VALUE 1A Mobilization/Demobilization LS 1 $ 99,600 $ 99,600 2A Bonds and Insurance LS 1 $ 20,000 $ 20,000 Furnish New Membrane Elements, Including Seals,0- rings, retainer rings,gaskets, 3A permeate tube EA 720 $ 537 $ 386,640 interconnectors and miscellaneous hardware, submittals,warranties, delivery, certifications, etc. Removing existing and Install 4A New Membrane Elements EA 1 $ 474,864 $ 474,864 Complete with Startup and Performance Testing 5A Unforeseen Conditions EA 1 $ 15,000 Allowance Alternative Proposed Membrane Model: Toray TMG20D-400 TOTAL ALTERNATIVE BID: (ITEMS 1A THROUGH 5A)=$996,104 TOTAL ALTERNATIVE BID PRICE IN WORDS: Nine hundred ninety six thousand one hundred and four dollars Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 22 Contractor Safety Qualification Form SECTION 1: COMPANY INFORMATION Company Name: H2O Innovation USA, Inc Address 1: 8227 Bunker Lake Blvd Address 2: Suite 500 City, State,Zip: Ramsey,MN,55303 Telephone No.: 763.566.8961 Fax No.: SECTION 2: NAME(S)AND RELATIONSHIPS OF PARENT COMPANY,AFFILIATES,SUBSIDIARIES, PARTNERS Company Name: H2O Innovation Inc Address: 330 Rue Saint-Vallier E Suite 340 City, State,Zip: Quebec,QC G1K 9C5,Canada Relationship: Parent Company Company Name: Address: City, State,Zip: Relationship: SECTION 3: INSURANCE COVERAGE 3.1 Please attach certificates showing the extent of coverage, exclusions and deductibles for the following: - General Business Liability Insurance - Professional Liability Insurance - Contractors Pollution Liability Insurance - Worker's Compensation Insurance 3.2 How long have you been covered by your current provider of Worker's Compensation Insurance? 11.15.2024 3.3 List the Experience Modification Ratio (EMR)that has been applied to your company's worker's compensation insurance policy for the past five years: Year Intrastate EMR Interstate EMR Comments 2024 0.91 2023 1.21 2022 1.28 2021 1.50 2020 1.37 Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 34 Contractor Safety Qualification Form (Continued) 3.4 List the contact information for an insurance broker who can verify your EMR's: Name:Edgewood Partners Ins. Center Address 1:2405 Satellite Boulevard Address 2: City, State,Zip:Duluth, GA 30096 Telephone No.:770-232-0202 If you do not have an EMR, please explain: SECTION 4: INJURY AND FATALITY INFORMATION 4.1 Please transfer the numbers and rates of injuries and illnesses from your firm's OSHA No. 200 Logs to the table below: Year:2024 Year:2023 Year:2022 Statistic No. Rate No. Rate No. Rate Lost Workday Cases 0 0 0 0 2 4.77 Restricted Workday Cases 0 0 0 0 0 0 Medical Treatment (not First Aid) Cases 0 0 0 0 1 2.39 Total Illness Cases 0 0 0 0 0 0 Total Recordable Cases 0 0 0 0 3 7.16 Fatalities 0 10 10 10 0 0 4.2 If your company has had fatalities in the past three years include location, cause and corrective actions in the space below: Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 35 Contractor Safety Qualification Form (Continued) SECTION 5:SAFETY MEETINGS 5.1 Do you require that documented safety meetings be held for: - Field Supervisors? X Yes_No Frequency: Monthly - Employees? X Yes_No Frequency: Monthly - New Hires?)(-Yes_No Frequency: Upon Hire - Subcontractors?_Yes X No Frequency: N/A SECTION 6:SAFETY AUDITS 6.1 Will a representative of your company audit safety practices on this job? X Yes —No Name: TBD Title: Safety Manager or Safety Coordinator How frequently will the representative visit the project site? Dependent on Project Size SECTION 7: HEALTH AND SAFETY PROGRAM 7.1 Does the company have a health and safety program? If yes, please give details below. (The contractor is encouraged to attach a copy of the program to satisfy this requirement). A full list of our safety programs will be attatched to this document. 7.2 Please give the name and telephone number of your company's health and safety officer, if any: Name:Robb Scott Title:VP QHSE Telephone No.: 905-330-1527 SECTION 8: HEALTH AND SAFETY CITATIONS 8.1 Attach a list of any State or Federal Health and Safety citations received during the past three years. SECTION 9:SIGNATURE OF COMPANY OFFICER I certify that to the best of my knowledge, information, and belief formed after reasonable inquiry, the information submitted is true, accurate, and complete. Name (print): Gregory Sato Title: Inside Sales Manager Signature: Date: 8/12/2025 Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 36 H2O Innovation HSE Programs (Master List) Revision: A Release date: Pending h20,, Copyright 02024 H2O Innovation 330 St-Vallier Est,suite 340. Quebec,QC G1K 9C5 Canada Phone:418.688.0170 Toll free:888.688.0170 Fax:418.688.9259 info@ H 201 n novation.com This document contains proprietary and confidential information intended solely for authorized personnel.Unauthorized disclosure,duplication,or distribution is strictly prohibited.This is a controlled document.The latest approved version is available in the document management system].Verify revision before use.Printed version of document cannot be assured to be the latest revision until verified. h2o This document contains the following programs and policies: Chemical and Biological Safety (See Industrial Hygiene) Confined Space Contractor Safety Cranes, Hoists, and Lift Trucks Electrical Safety Emergency Management Fire Prevention First Aid Fit for Duty H2O Innovation Durg and Alcohol Policy Hazard Identification and Risk Assessment Hazardous Product Communication Heat Illness Prevention Hot Work HSE Employee Onboarding HSE Incident Investigation and Record Keeping Industrial Hygiene Policy- Exposure to Hazardous Substances and Work Environments Ladder Safety (See Work at Heights) Lockout Tagout Machine Guarding Noise (See Industrial Hygiene) Personal Protective Equipment (PPE) Powered Industrial Trucks Respiratory Protection Return to Work and Fit For Duty Safet Driving Program Tools and Machinery (See Machine Guarding) This document contains proprietary and confidential information intended solely for authorized personnel.Unauthorized disclosure,duplication,or distribution is strictly prohibited.This is a controlled document.The latest approved version is available in the document management system].Verify revision before use.Printed version of document cannot be assured to be the latest revision until verified. Client#: 301281 H2INNOV DATE(MMIDD/YYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 1 4/21/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Tracy Graham Edgewood Partners Ins. Center PHONE 770 232-0202 I FAX 2405 Satellite Boulevard e ANo,E:t): - (A/c,No): IL ADDRESS: Tracy.Graham@epicbrokers.com Duluth, GA 30096 INSURER(S)AFFORDING COVERAGE NAIC# 770 232-0202 XL Insurance America,Inc. 24554 INSURER A: _ INSURED INSURER B:Travelers Property Casualty Co of Amer 25674 H2O Innovation USA, Inc. INSURER C:Scottsdale Insurance Company 41297 8227 Bunker Lake Blvd INSURERD:The Travelers Indemnity Company of CT 25682 Ramsey MN 55303 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MMMD/YYYY MM/DD A X COMMERCIAL GENERAL LIABILITY X X US00011386LI24A 5/01/2024 09/30/2025 pEAACMH�OECCCURRENCE $1,000,000 CLAIMS-MADE OCCUR PREMISES EaEoNcourTence $100 1 000 MED EXP(Any one person) $10 000 PERSONAL&ADV INJURY $1 000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $1,000,000 X POLICY ECT LOC PRODUCTS-COMP/OP AGG $1,000,000 OTHER: $ D AUTOMOBILE LIABILITY X X HC2ECAP3X459717TCT 1/15/2024 11/15/202 COMBIND Ea a,cid.n,SINGLE LIMIT 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION X UBA138799924NCR 11/15/202411/15/202 X PER OTH- AND EMPLOYERS'LIABILITYTATUT ER B ANY PROPRIETOR/PARTNER/EXECUTIVE X UBA138799924NC6 11/15/2024 11/15/202 E.L.EACH ACCIDENT $1000000 OFFICER/MEMBER EXCLUDED? N N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If DESCes describe under RIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Contractors Poll VRS0007429 5/01/2024 09/30/2020 $5,000,000 Ea.Poll.Cond C Contractors Poll VRS 007429 5/01/2024 09/30/2025 $5,000,000 Aggregate Deductible $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Automobile Policy : Waiver of Transfer of Rights of Recovery Against Others To US (Waiver of Subrogation -Blanket CA T3 40 02 15 Additional Insured Lessor-Additional Insured and Loss Payee -Blanket CA 20 01 10 13 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION —Evidence of Insurance" SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S7509352/M7433500 TKIO2 DESCRIPTIONS (Continued from Page 1) Workers Compensation Policy: Longshore/Harbor Workers Compensation Act WC 04 01 01, WC 00 01 06 &WC 99 01 01. Waiver of our Right to Recover WC00 03 13 04 84 Applies to All states and U.S. territories except monopolistic states, Puerto Rico,the U.S.Virgin Islands General Liability Policy: Blanket Additional Insured Owners Lessees or Contractors CG 20 10 (12 19)As required by a written contract or written agreement Blanket Additional Insured-Designated Person or Organization CG 20 26 (12 19)-As required by a written contract or agreement Blanket Additional Insured UB-Al387999-24-NC-R Owners, lessees or Contractors Schedule Person or Organization Products and Completed Operations CG 20 37(12 19)As required by a written contract or agreement Additional Insured Owner, Lessees or Contractors Automatic Status for Other Parties when required in Written Contract CG 20 38 (12 19) Primary and Non-Contributing Clause XIL 424(06 05) applies to the policies referenced on the COI when required by written contract Stop Gap Employers Liability Coverage Endorsement-Washington CG 04 42 (11 03) Stop Gap Employers Liability Coverage Endorsement Ohio CG 04 41 (03 14) Waiver of Rights of Recovery Against Others to Us CG 24 04(12 19) As required by a written contract. SAGITTA 25.3(2016/03) 2 of 2 #S7509352/M7433500 200-5700 boul.des Galeries,Quebec,QC G2K OH5 T 418 659-4848/1 800 463-2830-F 418 659-2936 CERTIFICATE OF INSURANCE Certificate No 383 This certificate is issued as a matter of information only and, unless otherwise set forth herein,grants no right upon the certificate holder. This certificate does not amend,extend nor modify in any way the coverage afforded by the policies below. In the event of conflict between this certificate and the terms and conditions of the insurance policies it evidences,the latter shall prevail. CERTIFICATE HOLDER NAMED INSURED Evidence of coverage H2O Innovation Inc. and all its subsidiaries (including H2O Innovation USA, Inc.) 8227 Bunker Lake Blv Ramsey, MN 55303 This is to certify that the policies of insurance listed below have been issued to the above Named Insured for the policy period indicated. Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. TYPE OF INSURANCE INSURANCE INSURERS) POLICY(IES) No PERIOD LIMITS (MM/DD/YYYY) Comprehensive General Liability (X) Occurrence basis ( ) Claims made basis i i Per occurrence 2 000 000 USD General aggregate 2 000 000 USD XL Specialty CA00001719LI24A From: 05/01/2024 Products/completed operations,aggregate 2 000 000 USD Insurance Company To: 09/30/2025 Personal injury and advertising liability 2 000 000 USD Tenant's legal liability 2 000 000 USD Medical Expenses 25 000 USD Non-owned automobile Q.P.F. N°6 2 000 000 USD According to the operations declared to the insurers and mentioned in the insurance policies. Should any of the above described policies be cancelled before the expiration date thereof,the insurer(s)will endeavor to mail days written notice to the Certificate Holder, but failure to mail such notice shall impose no obligation or liability of any kind upon either the Insurer(s). Annie Fournier, PAA Date: 2025-03_24 Authorized Representative Drug Free Workplace Certificate I,the undersigned, in accordance with Florida Statute 287.087, hereby certifythat H2O Innovation USA,Inc (Print or Type Name of Firm) 1. Publishes a written statement notifying that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace named above, and specifying actions that will be taken against violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace; the firm's policy of maintaining a drug-free working environment and available drug counseling, rehabilitation, and employee assistance programs; and the penalties that may be imposed upon employees for drug- use violations. 3. Gives each employee engaged in providing commodities or contractual services that are under bid or proposal a copy of the statement specified above. 4. Notifies the employees that as a condition of working on the commodities or contractual services under bid or proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of or plea of guilty or nolo contendere to any violation of Chapter 1893 or any controlled substance law of the State of Florida or the United States for a violation occurring in the workplace,no later than 5 days after such conviction,and requires em ployees to sign copies of such written statement to acknowledge their receipt. 5. Imposes a sanction on or requires the satisfactory participation in a drug-abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through the implementation of the drug-free workplace program. "As a person authorized to sign this statement, I certify that the business,firm,or corporation named above complies fully with the requirements set forth herein." Authors ignature Date Signed State of: County of: — Sworn to and subscribed before me this day of 20_ Personally known or Produced Identification (Specify Type of Identification) Signature of Notary My Commission Expires_____________ See Attached Certificate Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 38 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego ) On A O) V,,) 12. 2�2 S before me, T�Ll (insert name and title of the officer) personally appeared Gregory Sato who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. =0r. JACIE ANt 'ZOOK�' t•"�' �\ COMM R 2451145 z WITNESS my hand and official seal. a SAN DiEGO County 51` n z-California Notary Public- •• `t Comm Exp June 20:2027: Signature (Seal) t `�, E Nerify Affidavit In accordance with Section 448.095, F.S.,Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: 1. All persons employed by the Contractor to perform employment duties within Florida during the term of the contract; and 2. All persons(including SUBCONTRACTORS)assigned by the Contractor to perform work pursuant to the contract.The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the Village of Tequesta. The contractor further agrees to retain sufficient evidence of their enrollment in the E-Verify System and provide such evidence to the Village of Tequesta upon request.Sufficient evidence shall consist of a printed copy of the completed E-Verify Company Profile page,obtained from https://www.e-verify.gov. Contractor also agrees to obtain from each of its subcontractors/subconsultants an affidavit stating that the subcontractor/subconsultant does not employ, contract with,or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(1)(k), F.S.Contractor further agrees to maintain a copy of any such affidavit from a subcontractor/subconsultant for,at a minimum,the duration of the subcontract and any extension thereof. By affixing your signature below,you hereby affirm that you will comply with all E-Verify requirements. H2O Innovation USA,Inc 20-5584930 Company name Federal Employer Identification No. Si Date — Gresor1l Inside Sales Manager Print Name Title STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me by means of/physical presence or/ online notarization, this (date) by______ _(name of officer or agent, title of officer or agent) of _ (name of contractor company acknowledging),a_________(state or place of incorporation)corporation,on behalf of the corporation. He/she is personally known to me or has produced (type of identification) as identification. [Notary Seal] Notary Public See Attached Certific atn Name typed, printed or stamped My Commission Expires: Village ofTequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 37 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy. or validity of that document. State of California County of San Diego On t)UGC)��t- 12• 2_y2 S before me, �Tq C., e- Zoy K• (insert name and title of the officer) personally appeared Gregory Sato who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. JACIE AN ZOOK« WITNESS my hand and official seal. y= s '':COMM # 2451145 z SAN OtEGO County ``California Notary PutrliC- liIF; ` Comm Exp June 20. 2027: ......................«......«. Signature _` l C-e' �,.. t� d� (Seal) Trench Safety Bidder acknowledges that included in the various items of the proposal and in the Total Bid Price are costs for complying with the Florida Trench Safety Act (90-96, Laws of Fla.) effective October 1, 1990. The bidder further identifies the costs to be summarized below. TRENCH SAFETY MEASURE EXTENDED UNITS OF UNIT UNIT (DESCRIPTION) MEASURE(LF,SY) (QUANTITY) COST COST A. N/A N/A N/A N/A N/A B. C. D. Failure to complete the above may result in the bid being declared non-responsive. THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 42 August 14, 2025 H2O Innovation ITB 05-12-2025AF RO Membrane Replacement: Clarifications and Exceptions • Agreement, Section 3.1 "Contract Time" (p. 48/154)—At the end of the 2°a paragraph titled "Liquidated Damages", add the following wording: o Notwithstanding anything to the contrary in the Contract Documents or any other ancillary document integrated thereto,the total amount of Liquidated Damages to be paid by the CONTRACTOR to the OWNER shall in no event exceed ten percent(10%)of the total Contract Price and shall constitute the OWNER's sole and exclusive remedy for failure by the CONTRACTOR to complete the work within the Contract Times,the Contract Substantial Completion time and/or the Contract Final Completion time. • Agreement, Section 5.3 "Payment Procedures—Progress Payments" (p. 49/154)—At the end of the first sentence ending with"approved application for payment during construction as provided below", add the following wording: o [...] provided,however, that notwithstanding anything to the contrary in the Contract Documents or any other ancillary document integrated thereto, OWNER shall in no event make payments to CONTRACTOR later than 60 days from the date of CONTRACTOR's invoices. • Please note that H2OI does not carry Pollution Liability insurance, as required by Section 9.9(a)(5) (p. 54/154) of the Agreement. • Agreement,Article 9.13 "Limitations of Liability"(p. 55/154)—Add a new Section 9.13(b)with the following wording: o Notwithstanding anything to the contrary in the Contract Documents or any other ancillary document integrated thereto,the CONTRACTOR's liability with respect to any claim, demand, loss, cause of action, damage or expense of any kind or nature, arising out of or related to the Work, the H2O Innovation 1048 La Mirada Court, Vista, CA 92081, United States Tel: 760.598.2206 Fax: 760.598.2208 www.h2oinnovation.com info .h2oinnovation.com h2, tnnr��raki©n' Project and/or the Contract, shall be limited to one hundred percent (100%)of the total Contract Price, except for liabilities attributable to personal injury, death or third party claims. H20 Innovation 1048 La Mirada Court, Vista, CA 92081, United States Tel 760.598.2206 Fax: 760.598.2208 www.h2oinnovation.com info@h2oinnovation.com List of Subcontractors/Suppliers Bidder shall list below information regarding subcontractors and suppliers who will perform work or labor or render service, or supply materials to the prime contractor in or about the construction of the Work or improvement, or subcontractors licensed by the State who, under subcontract to the prime contractor, specially fabricates and installs a portion of the Work or improvement according to the plans and specifications,in an amount in excess of two percent(2%)of the prime contractor's Total Bid Price.Failure to comply with this requirement may render the Bid non-responsive and may cause its rejection. Work to be Performed/ Subcontractor Percent of Subcontractor's Materials to be Supplied License Number Total Contract Name&Address N/A N/A N/A N/A Note: Provide licenses, certifications, experience, and qualification forms for those subcontractors listed above. Attach additional pages as needed. THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 23 ` TORAY' Toray Membrane USA, Inc. 13435 Danielson St. Poway,CA 92064 Voice: 858.218.2360 Fax: 858.218.2380 Toray Membrane USA, Inc. DRAFT 3 year prorated warranty (Rev 2: 08/8/2025) City of Tequesta, FL: Element replacement 3 trains, 1.2MGD permeate per train: array 27:13 with -6 elements /vessel Model TMG20D-400 This Limited Warranty, dated as of , is provided by Toray Membrane USA, Inc. ("TMUS"), a California corporation, with offices at 13435 Danielson Street, Poway, CA 92064, USA to with offices at hereinafter referred to as CLIENT. The following terms and conditions apply: 1. Definitions: As used in this Limited Warranty 1. "Claims" means all assertions of any legal, equitable, and/or admiralty causes of action (including but not limited to negligence; strict liability; other tort; express or implied warranty, indemnity or contract; contribution; or subrogation) related to or arising out of the performance or nonperformance of this Limited Warranty. 2. "Limited Warranty" or"Warranty" is a Materials and Workmanship Warranty and a Performance Warranty. The terms and conditions of each of these limited warranties are described in the sections below. 3. "Elements" are defined as a total of 720 model TMG20D-400 low pressure high rejection brackish elements installed into 3 trains at the City of Tequesta, FL facility. Each train shall consist of a 27:13 array, concentrate staged with 6 elements per vessel for a total of 240 elements per train 4. Interstage DP loss has been assumed to be 3 psi in projections. Site measured DP shall be used in any warranty evaluation 5. "System Start-Up Date" shall refer to the date that first time feed water enters the elements. System Start-Up Date: (Enter Date) 6. "Warranty Start Date" shall refer to the date of successful completion of the Membrane System 10 hour acceptance test, or 90 days after the elements are shipped Ex Works, Poway, CA, USA, whichever comes first. 7. "RO Inlet pressure" means the pressure recorded at the lead face of the representative lead element located in stage 1 of the train. The representative lead element is located in the middle row, middle vessel of the stage. RO Inlet pressure is what is projected by the design software. 8. "Feed pipework and fitting losses" means pressure difference due to flow through pipework and fittings and elevation differences between the Feed pressure measurement point (on inlet manifold to Stage 1, downstream of any feed water flow/control/isolation valves),and lead face of the lead element loaded in the typical row in Stage 1. It includes: i. Losses through fittings (valves/tees/bends) ii. Hydraulic losses due to pipe friction Tequesta: 3 year prorated warranty REV 2 Page 2 of 12 iii. Entry loss into stage 2 pressure vessel. iv. Correction for any difference in elevation. The feed pipework and fitting loss value has not been defined, and is outside of TMUS scope of supply. 9. Permeate back pressure is defined as measured at the permeate port of the representative vessel for the stage. Site measured permeate back pressure shall be used in any warranty evaluation. The representative vessel for the stage is located in the middle row, middle position in the row. Site maximum permeate back pressure (as applied to stage 2 of the design) shall not exceed 9 psi at the permeate port. 10. Additional permeate Back pressure shall be applied to stage 1 to limit the lead element flux in stage 1 as follows: i. Guideline value for typical brackish well <25.3GFD ii. For known clean well sources < 28 GFD. Operation at up to 28GFD individual element flux on this feed water shall not invalidate this warranty 11. "Permeate pipework and fitting losses" means pressure difference due to flow through pipework and fittings and elevation differences between the permeate pressure measurement point for the stage and the permeate port for the representative vessel (see section 1.10 above). It includes: i. Losses through fittings (valves (if any)/tees/bends) ii. Hydraulic losses due to pipe friction iii. Correction for any difference in elevations of the instrument from the position of the typical permeate port The permeate pipework and fitting loss value has not been defined, and is outside of TMUS scope of supply. 12. TDS (Total Dissolved solids) For warranty purposes, TDS shall be measured by sum of ions 13. Elements in the Clean Condition. For the purposes of this warranty, elements are defined to be in the clean condition when they are free from reversible and irreversible fouling (from any source). Toray has no control over the exposure of the elements to foulants of any type during the operation of the plant, and does not guarantee the effectiveness of 'generic" or third party proprietary cleaners to totally remove foulants which may be present on the membrane surface 14. Feed Sources: Trains shall be operated on 4 deep Floridan Aquifer wells with 1 pm cartridge filtration. Feed pH shall be adjusted to pH 6.9 with sulphuric acid. Antiscalant shall be added. As defined in Appendix "C", antiscalant manufacturer shall provide all required information regarding chemical compatibility with the membrane. TMUS does not warrant the effectiveness of 3rd party products to prevent scale formation 15. The"Toray" software computer model Toray DS version 2.0.211 or later, or AquaGRID version 1.3.37.0 or later, is the governing software for this warranty. 2. CLIENT's Obligations: The Limited Warranty for Elements is contingent upon CLIENT, or others on behalf of CLIENT, installing, as well as operating and maintaining (continually throughout the duration of the Limited Warranty) the Elements as a system in accordance with each of the following: i. Performance Warranty and Conditions set forth in Appendix A ii. Plant Design Operating Conditions set forth in Appendix A and B Tequesta: 3 year prorated warranty REV 2 Page 3 of 12 iii. TMUS mandatory operating conditions as set forth in Appendix C iv. Supporting software projections set forth in Appendix D, and v. Good engineering practices 3. Materials and Workmanship Warranty TMUS warrants that its new elements are free from defects in materials and workmanship. This limited warranty is effective for 12 months from the Warranty Start Date. CLIENT's EXCLUSIVE REMEDY AND TMUS's (INCLUDING THOSE ENTITIES INVOLVED IN THE DISTRIBUTION AND SALE OF ELEMENTS) TOTAL LIABILITY TO CLIENT UNDER THIS MATERIALS AND WORKMANSHIP WARRANTY FOR ALL CLAIMS IS LIMITED, AT TMUS's OPTION, TO THE REPAIR OF, OR REPLACEMENT OF ANY ELEMENT WHICH IS DETERMINED BY TMUS TO BE DEFECTIVE UNDER THIS MATERIALS AND WORKMANSHIP WARRANTY If failure to meet warranty is due to Material and Workmanship issues. TMUS will replace elements as required at its own cost. 4 Performance Warranty. TMUS warrants that Elements, when operating exclusively in a train with similar other TMUS elements, will meet the Performance Parameters as set forth in Appendix A. This limited warranty is effective for three (3) years from the Warranty Start date. CLIENT'S EXCLUSIVE REMEDY AND TMUS's TOTAL LIABILITY TO CLIENT (INCLUDING THOSE ENTITIES INVOLVED IN THE DISTRIBUTION AND SALE OF ELEMENTS) UNDER THIS PERFORMANCE WARRANTY FOR ALL CLAIMS IS LIMITED, AT TMUS's OPTION, TO THE REPAIR OF, OR PRORATED REPLACEMENT OF, ELEMENTS TO MAINTAIN SYSTEM PERFORMANCE AS REQUIRED IN ACCORDANCE WITH APPENDIX B. THE PRORATED ELEMENTS WILL BE HANDLED AS FOLLOWS: TMUS's Obligation under this performance warranty is limited to replacement of elements, as may be decided by TMUS in its sole discretion, as follows: The initial element replacement price (IERP) for the duration of the warranty for model TMG20D-400 elements is $ 475.00. Amount quoted is Ex Works Toray Membrane USA, Inc., Poway, CA 92064. The adjusted warranty element replacement price (AWERP) for membrane element(s) being replaced shall be adjusted from the Initial Element warranty Replacement price (TWERP) using the CPI-U (Consumer Price Index for All Urban Consumers, hereinafter referred to as the CPI-U, as published by the US Bureau of Laber Statistics, United States Department of Labor.) The base point for the CPI-U adjustment calculation shall be the published CPI-U annual average of the index from the purchase year of the elements. Purchase year of the elements is defined as the date of PO placement with Toray Membrane USA, Inc. The comparison point for the CPI-U adjustment shall be the published CPI-U annual average of the index from the replacement purchase year of the elements. Amount paid by the client (Warranty Element Replacement Price) during the prorated warranty period call be calculated using: WERP = (TOS/yy) * (AWERP) Where: WERP = Warranty Element Replacement Price (USD) TOS = Time of service (months), calculated from the Warranty Start Date AWERP =Adjusted Warranty Element Replacement Price (USD) Tequesta: 3 year prorated warranty REV 2 Page 4 of 12 yy= Prorated Warranty Period (months) The Maximum liability for TMUS for this Performance Warranty over the 3-year life of the warranty is limited to one complete load of 720 model TMG20D-400 elements. 5. Miscellaneous Provisions: The 'owner" will record system performance data and perform the system normalization based on field data starting after approximately 2 hours of run time and thereafter a minimum of one set of data daily. The latest version of the TMUS Membrane normalization program, TorayTRAK can be provided by TMUS and is the preferred option for use. The complete normalized data set (or as a minimum, an Excel spreadsheet containing all data necessary to normalize the site data, identified by column as to what the data points represent and units of measure) shall be electronically transmitted to TMUS in the event of any warranty claim. Failure to provide the complete data set may result in any warranty claim being disallowed. 6. DISCLAIMER OF OTHER WARRANTIES: NO WARRANTIES, EXPRESSED OR IMPLIED, ARE GIVEN EXCEPT AS EXPRESSLY PROVIDED ABOVE. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE NOT PROVIDED AND ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN NO EVENT SHALL TMUS (INCLUDING THOSE ENTITIES INVOLVED IN THE DISTRIBUTION AND SALE OF ELEMENTS) BE LIABLE, IN ANY MANNER, FOR (1)ANY CLAIMS EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR (2) INCIDENTAL, CONSEQUENTIAL, SPECIAL EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, PLANT DOWNTIME, OR SUITS BY A THIRD PARTY. ALL LIMITATIONS ON LIABILITY SHALL SURVIVE THE EXPIRATION, TERMINATION OR CANCELLATION OF THIS LIMITED WARRANTY. 7. Warranty Notice: Failure or refusal to fully disclose to TMUS the use and operating parameters of Elements shall render all warranties null and void. 8. Governing Law: This Limited Warranty shall be governed by and constructed in accordance with the laws of the State of California, including the Uniform Commercial Code as in effect in California. 9. Assignment: The rights and duties of this Limited Warranty can be assigned by CLIENT to the Plant Owner upon written notification. IN WITNESS WHEREOF,the parties executed this Limited Warranty Agreement on the date below: Toray Membrane USA, Inc. By: By: Tequesta: 3 year prorated warranty REV 2 Page 5 of 12 Name: Name: Title: Title Date: Date: APPENDIX A: Performance Warranty and Conditions Within the time period and in the design temperature range indicated below, and subject to all design operating and warranty conditions being met (see also below and Appendix B and C), the Tequesta: 3 year prorated warranty REV 2 Page 6 of 12 product flow will not decline below the design value, and the product total dissolved solids("Product Quality") will meet the following limits: TIME PERIOD 3 YEAR Design Temperature Range 24-280C Design Overall System Recovery: 75% Design Train Permeate flow 1.2 MGD (833.3 GPM) Maximum Train average Flux 12.5GFD Maximum individual element flux 28 GFD Individual Train Permeate quality warranty (startup 10 hour performance test + 3 year warranty period) With Train operating on Average Water quality as detailed in Appendix"B"Table 2,when operated at the design conditions as detailed in appendix A+B, subject to all design operating conditions as specified in Appendix A, B and C, and maintained in a clean condition, individual trains shall provide permeate water meeting the following criteria for the specified feed Conditions given in Appendix "B" Table 2 during the acceptance test and warranty period TDS (mg/L, sum of ions) <_250 mg/L Note: No other warranty is given or implied for permeate quality except for TDS (sum of ions) as listed. No conductivity warranty is given or implied Adjustment of permeate warranty TDS for variation in Feed quality. (Normalization to Average water quality conditions) For any warranty evaluation, a full feed analysis shall be performed ("site analysis") If the TDS (sum of ions) deviates more than +/-5%from the Average analysis (Appendix"B"table 2)the following procedure shall be employed to adjust the permeate TDS warranty value. An "average WQ design" projection shall be run with the Average water quality from Table 2, Appendix"B"at the following conditions Site measured flows Site recovery Current membrane age Site measured water temperature Site measured feed pH Site measured permeate back pressures (as defined in Section 1.9) Representative design FF and SPI values A"site projection" projection shall also be run using the"site analysis" at the following conditions: Site measured flows Site recovery Current membrane age Site measured water temperature Site measured feed pH Site measured permeate back pressures (as defined in Section 1.9) Representative design FF and SPI values The warranty permeate TDS value shall be adjusted as follows: Adjusted Permeate TDS Warranty value = 250 mg/L x TDS sum of ions ("site projection") /TDS sum of ions ("average WQ design projection) Tequesta: 3 year prorated warranty REV 2 Page 7 of 12 Individual Train Feed Pressure warranty (10 day acceptance test+ 3 year warranty period) When operated under the following conditions Up to Maximum Water Analysis (Appendix"B" table 2) Design permeate flow Design recovery Design water temperature range Stage 2 permeate back pressure not to exceed 9 psi Stage 1 permeate back pressure not to exceed 50 psi Design Feed pH (6.9) And in accordance with all provisions of Appendices A, B and C, and elements maintained in the clean condition (section 1.13), The RO inlet pressure (Section 1.7) shall not exceed 255 psi Elements supplied to site Individual elements Performance: Individual elements supplied to meet this contract shall have the following factory wet test results: TMG20D-400 Permeate Flow: 12,100 gpd (+15% /- 15%) Chloride ion rejection: >_ 99.5% Further to the TMUS Mandatory Operating Conditions for Performance Warranty of Appendix C, and the agreed Plant Design Operating Conditions for this Warranty of Appendix B the following section sets out the additional project specific warranty conditions of this 3-year Limited Membrane Warranty: Compliance with State and Federal Primary drinking water standards It is understood by all parties that reverse osmosis membranes remove a percentage of dissolved feed constituents. TMUS warrants that permeate water shall comply with federal and state primary drinking water standards published at the time of bid submission for all constituents defined in Appendix B Table 2 (with the exception of pH). No warranty is given or implied for any drinking water standard regulated compounds where are not listed in Appendix"B" Table 2. 1. Non-oxidant biocide(s) may be added if required for additional bio-control purposes. Refer to Appendix"C"for conditions of use. 2. Antiscalant is required. Antiscalant selection shall be per Appendix C subsection "p". Any statement of compatibility with the element shall be provided by the antiscalant vendor. 3. Free Chlorine shall be measured to be less than 0.1 ppm 98%of the time. Every effort shall be made not to exceed 0.1 ppm, however the possibility exists for short duration excursions of free chlorine values above 0.1 ppm. The cumulative exposure to free chlorine of the elements during such excursions above 0.1 ppm free chorine level shall not exceed 20 ppm-hr per year. Over the 3 year warranty period, the cumulative free chlorine exposure during such excursions shall not exceed a total of 60 ppm-hr. 4. The TorayTrak normalization software will be provided by Toray at no cost and may be used by the plant operators to log operating data and produce normalized graphs of flow, rejection and differential pressure. These graphs will serve as one of the primary tools for judging the need for cleaning, flushing and/or membrane maintenance. 5. In case of a system performance decline (loss of product flow, increase in salt passage, and/or increase in feed/concentrate differential pressure), as measured against the baseline operating conditions, then appropriate counter-measures must be performed by the end user within a reasonable time. The baseline will be established following Tequesta: 3 year prorated warranty REV 2 Page 8 of 12 satisfactory plant commissioning, and at steady state operation during the "Proof of Performance Period". 6. Cleaning and/or corrective treatment for an RO train shall be performed according to current operating practices. 7. The performance of the RO trains shall be reviewed by Toray on a periodic basis to confirm that cleanings are effective in maintaining warranted performance 8. The buyer shall ensure that all RO train operating data, including any troubleshooting and maintenance performed, is routinely logged, reviewed, filed and documented in a systematic format from initial plant start-up. The data will be forwarded to TORAY on a monthly basis and will be made available to TORAY on a more frequent basis, if requested for specific purposes. 9. TORAY may, at its discretion, and with a minimum of 7 days notice to the client, dispatch in-house and/or outside expert(s) for on-site examination. All records relevant to the RO operation shall be made available to such parties upon request. 10. At TMUS sole discretion, warranty claims may not be considered without submission of detailed calibration information and records for all relevant flowmeters, pressure transmitters and gauges. • Pressure gauges and pressure transmitters shall be tested directly using a dead weight tester or comparison to NIST certified test gauges. • Flow meters shall be tested by "bucket and stopwatch" techniques if possible, or by direct comparison to portable flow meters of known accuracy, capable of measuring flows at the design flow values to+/-2% of measured value or better. • Temperature readings shall be verified by direct comparison to NIST certified test thermometers Tequesta: 3 year prorated warranty REV 2 Page 9 of 12 APPENDIX B: Plant Design Operating Conditions Feed Source Well water(with acid addition, antiscalant addition + 1 prn Cartridge filtration Temperature °C 24-28 C Design Permeate Flow/train GPM 833.3 Number of Trains 3 Design Recovery 75% Feed Water TDS See Table 2 Feed Turbidity (NTU) <_ 0.3 95% of the time s 0.5 100% of the time Maximum Element feed pressure psi s 600 Table la: Train Details Train (Array) 1St 2nd stage/ ank stage/bank No. of Pressure Vessels (PV) No. of 27 13 Elements/PV 6 6 Membrane Type TMG20D-400 TMG20D-400 Net Inter stage Boost Pressure psi - - Design Stage Permeate Back Pressure Note 1 < 50 <_ 9 Note 1 Projection permeate back pressure is measured at the permeate port for the representative vessel in the stage. For AVERAGE water analysis operation at all temperatures, for any warranty evaluation purposes, the stage 1 permeate back pressure shall be adjusted to 50psi to maximize flux balancing. For MAXIMUM WQ water analysis operation for water temperatures below 26C, for any warranty evaluation purposes the stage 1 permeate back pressure shall be adjusted to 30psi maximum to reduce feed pressures while maintaining adequate lead element flux control TMUS has no objection to operation at higher permeate back pressure values. It is recognized by all parties that additional permeate back pressure is additive to the feed pressure to the train and shall be taken into account for warranty evaluation purposes, and actual site permeate back pressure measurements shall be used for any warranty evaluations Tequesta: 3 year prorated warranty REV 2 Page 10 of 12 Table 2: FEED WATER QUALITY Component Ions Average Feed Maximum Feed (mg/L as the ion unless stated otherwise) water quality water quality Temperature °C 24 - 28 24 -28 H (note 1) 7.8 8.6 Ca m /L as Ca 171 188 M m /L as M 172 189 Na Note 1 1230 1237 1353 1368 K 48 53 Ba 0.025 0.03 Sr 9 10 NH4+ 1.1 1.2 HCO3 as CaCO3 172 189 SO4 375 413 Cl 2385 2624 F 1.03 1.13 NO3 as NO3 1.5 1.65 Silicon 6.9 10.4 SiO2 (as SiO2) - reactive 14.8 22.3 TDS SUM of Ions Note 1 4590 5070 Note 1 TDS shall by measured for any warranty purposes as defined in section 1.13. TDS values quoted in Table B are based on sum of ions, and Cl was added to balance feed. Feed pH and SO4 values are before acid addition. Note 2 Reverse Osmosis membranes remove a percentage of feed constituents. No warranty is given or implied for expected permeate concentration of any compound other than the TDS (sum of ions) value defined in Appendix"A" Tequesta: 3 year prorated warranty REV 2 Page 11 of 12 APPENDIX C: Mandatory Operatin_-g Conditions for Performance Warranty Toray Membrane USA, Inc. (TMUS)guarantees the performance of its Reverse Osmosis(RC)membrane elements in accordance with the conditions presented below. Please note that this bulletin is NOT a warranty. It presents only the system operating conditions on which the warranty will be based. The Performance Warranty for Toray RO elements within a system shall be null and void if any of the following conditions are not met. Conditions of Warranty a. The system array, recovery, instrumentation, design parameters and components in which the element(s) are employed shall be consistent with sound engineering practice. TMUS reserves the right to review all system designs. b. Feed water temperature shall be less than 45°C. c. Feed water turbidity shall be less than 0.3 NTU 95%of the time and less than 0.5 NTU 100% of the time d. The brackish element(s)shall not be exposed to pressures greater than 600 psi. e. No irreversible damage shall occur due to any transient or steady state system operation that results from permeate static backpressure exceeding static reject pressure by greater than 5 psi. f. During continuous operation,the pH shall never be less than 2.0 and greater than 11.0. pH adjustment, if required, will be adjusted using H2SO4 or NaOH or approved equivalent. g. Recovery ratio shall be consistent with concentration of sparingly soluble salts. There shall be no irreversible membrane scaling of any type through operation under supersaturated concentration conditions including but not limited to Ca, Mg, Sr, Ba, salts and silica. h. There shall be no irreversible membrane fouling by colloidal or precipitated solids. The feed water shall contain no colloidal sulfur. i. There shall be no membrane damage or irreversible fouling caused by chemical compounds of inorganic or organic nature(e.g., surfactants, solvents, soluble oils, free oils, lipids and high molecular weight natural polymers). j. Feed water shall contain no ozone, permanganate, or other strong oxidizing agents. k.Adequate provisions against microbiological contamination shall be incorporated into the system design, as well as into all operating and maintenance procedures. There shall be no irreversible fouling caused by such organisms of any type(including but not limited to algae, bacteria, molds and yeasts,either viable or deceased) I. Elements must be in use for at least six hours before formaldehyde is used as a biocide. If the elements are exposed to formaldehyde before this period, severe irreversible loss in flux may result. m. Cleaning shall be initiated when the normalized product flow declines by 10%to 15%. n. The element(s)shall not be exposed to a pH less than 1 or greater than 12.5 during cleaning or in shutdown periods. More specifically, maximum pH 12.5 when the cleaning temperature is less than or equal to 30°C, and maximum pH 12 when the temperature is greater than 30°C but less than or equal to 35°C. and maximum pH 11 when the temperature is greater than 35°C but less than or equal to 45°C. o. Foulants are site specific. The optimal cleaning regime usually can only be determined at the site through running cleaning trials. Toray recommends the buyer to consult with an expert membrane cleaning chemical supplier to determine the best cleaning regime. It is the responsibility of the buyer to maintain the elements in a clean condition. p. It is the responsibility of the client to satisfy themselves that all third party chemicals which may contact the membrane element(including, but not limited to antiscalants, pretreatment additives, non-oxidizing biocides and cleaners), are compatible with Toray membrane elements and effective for their purpose. Such information shall be supplied by the chemical vendors. q. Buyer shall be responsible for providing the user with adequate system operating and maintenance manuals, operator and supervisor training and ensuring user's ability to perform cleaning and other performance restoration and diagnostic procedures. r. Buyer shall ensure that frequent, adequate system and subsystem performance data are routinely logged, reviewed and filed in a systematic format. Such information is to be made available to TMUS on a reasonable basis in the event a claim is made against TMUS. Performance data shall include as a minimum: operating time, pH, pressure and pressure drop; feed water, permeate and brine flows and TDS, feed water temperature and antiscalant dosage. s. TMUS will have the final decision on element replacement, repair or supply of additional elements necessary to maintain output quality and quantity. Reminders 1. Permeate obtained from first hour of operation should be discharged to drain. 2. If elements need to be returned to TMUS for warranty evaluation, please obtain an RMA(Return Material Authorization)number from TMUS before shipping. Tequesta: 3 year prorated warranty REV 2 Page 12 of 12 Qualification Requirements (Complete these pages entirety and include with Sealed Bid. Attach copies of applicable Licenses) THE UNDERSIGNED GUARANTEES THE TRUTH AND ACCURANCY OF ALL STATEMENTS AND ANSWERS HEREIN CONTAINED: A. Any information for which OWNER cannot corroborate is grounds for rejection of Bid. (Use additional sheets as needed to provide the required information.) B. State the numbers of years your organization has been doing business in the State of Florida: 22 Years 1. We typically perform 100 % of the work with our own forces. List trades below for which your organization is qualified to self-perform on this project: Reverse Osmosis Membrane Removal and Installation Pressure Vessel Installation and Cleaning Membrane System Retrofits 2. Has Bidder ever failed to complete awarded work? No If so, state where, when and why: 3. State the location of the office from which this contract will be managed. 8227 Bunker Lake Blvd Suite 500, Ramsey MN 55303 THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tecluesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 24 Qualification Requirements (Continued) 4. State the number of employees available to complete the work contemplated by this contract. 12 Employees 5. Provide the name, experience and resume of the Project Manager who will be assigned to this contract, if awarded. Include number of years in this position and with this company. If less than 3 years with this company provide name and contact information for previous employer. (Attach additional pages as necessary). See Attached Document 6. Provide name, experience and resume of the Project Superintendent who will be assigned to this contract, if awarded. Include number of years in this position and with this company. If less than 3 years with this company provide name and contact information for previous employer. (Attach additional pages as necessary). See Attached Document 7. List equipment owned by Contractor to be utilized in completion of the Work identified for this contract. (Bidder certifies that all listed equipment meets requirements set forth in instructions to bidders, section 3) (Attach additional pages as necessary). Membrane removal equipment 8. List equipment to be rented by Contractor to complete the Work of this contract. (Attach additional pages as necessary). Scaffolding for accessing pressure vessels Membrane disposal dumpster Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 25 Qualification Requirements (Continued) 9. Bidder shall include with their Bid a proposed schedule for completing the Work. The schedule shall identify tasks for the progression of work and be based on number of days from an assumed mobilization date. This schedule should, at a minimum, include all major milestones as listed in Agreement(Contract)Between Owner and Contractor. 10. Only Bidders and Subcontractor(s) who are deemed qualified by Owner, at Owner's sole discretion, will be considered for contract award. Failure to provide previous experience and qualification information requested by the Bidding Documents with the Bidder's Bid, or if the Owner cannot corroborate the previous experience and qualification information submitted by Bidder in Bidder's Bid, may result in Bid disqualification. NOTE: Bidder shall complete and submit with the Bid the following Bidder Qualification forms for the Prime Contractor and all Major Subcontractors(each whose value of work to be performed is greater than 2%of the Prime Contractor's Total Bid).All information requested on the forms shall be provided in sufficient detail for Owner to perform a comprehensive review of the Bid. For Major Subcontractors, provide previous experience and qualifications for at least three (3) projects completed over the past fifteen (15)years. NOTE: Bidders may provide additional information to assist Owner in evaluating previous experience and qualifications. Copy the forms and attach additional pages as needed. NOTE: In order to be deemed acceptable for the purpose of determining Bidder Qualification, similar projects shall be listed on the following forms and have all information completed (blanks correctly filled in) including contact names and telephone numbers of both the Owner and Engineer. THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 26 Qualification Requirements (Continued) As Bidder,we certify the following: (1) NAME & LOCATION OF PROJECT: City of Delaware Water Treatment Plant, Delaware OH SCOPE OF WORK: 700 RO membranes removed and new membranes installed CHECK ONE OF THE FOLLOWING OPTIONS, BIDDER WAS: [X] PRIME CONTRACTOR [ ] SUBCONTRACTOR YEAR OF PROJECT: 2023 CONTRACT VALUE: $450,000 TOTAL VALUE OF CHANGE ORDERS: $0 REASON FOR CHANGE ORDERS: N/A CONTRACT START AND COMPLETION DATES: August 2023-October 2023 WAS PROJECT COMPLETED ON TIME (IF NOT EXPLAIN THE DELAYS): Yes OWNER OF PROJECT: City of Delaware OWNER CONTACT: NAME: Thomas P. Hinson PHONE NUMBER: 740-203-1926 EMAIL ADDRESS: thinson@delawareohio.net ENGINEERING FIRM (DURING CONSTRUCTION): N/A ENGINEER CONTACT: NAME: PHONE NUMBER: EMAIL ADDRESS: ADDITIONAL INFORMATION: THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 27 Qualification Requirements (Continued) As Bidder,we certify the following: (2) NAME & LOCATION OF PROJECT: North Collier Regional Water Treatment Plant, Naples, FL 34120 SCOPE OF WORK: Removal and installation of 1152 RO membranes and replacement of sample panels CHECK ONE OF THE FOLLOWING OPTIONS, BIDDER WAS: [X] PRIME CONTRACTOR [ ] SUBCONTRACTOR YEAR OF PROJECT: 2025 CONTRACT VALUE: $1.1M TOTAL VALUE OF CHANGE ORDERS: $0 REASON FOR CHANGE ORDERS: N/A CONTRACT START AND COMPLETION DATES: July 2025-Present WAS PROJECT COMPLETED ON TIME (IF NOT EXPLAIN THE DELAYS): NIA OWNER OF PROJECT: Collier County OWNER CONTACT: NAME: Thomas A Sivert PHONE NUMBER: 239.252.5376 EMAIL ADDRESS: tom.sivert colliercountyfl.gov ENGINEERING FIRM (DURING CONSTRUCTION): Jacobs ENGINEER CONTACT: NAME: Joe Elarde PHONE NUMBER: EMAIL ADDRESS: Joe.Elarde@jacobs.com ADDITIONAL INFORMATION: H2O Innovation is under contract to perform this work after being the successful bidder. The work is schedule to be completed on time, but is still in progress. THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 28 Qualification Requirements (Continued) As Bidder,we certify the following: (3) NAME & LOCATION OF PROJECT: Cooper City Cooper City, FL SCOPE OF WORK: Removal and installation of 1200 NF membranes, and installation of 2 pressure vessels CHECK ONE OF THE FOLLOWING OPTIONS, BIDDER WAS: [X] PRIME CONTRACTOR [ ] SUBCONTRACTOR YEAR OF PROJECT: 2024 CONTRACT VALUE: $1.1 Million USD TOTAL VALUE OF CHANGE ORDERS: $0 REASON FOR CHANGE ORDERS: Delay of 1 week CONTRACT START AND COMPLETION DATES: April 2024-January 2025 WAS PROJECT COMPLETED ON TIME (IF NOT EXPLAIN THE DELAYS): The contract time was delayed due to long lead time of membranes and long periods of time between trains could be serviced. OWNER OF PROJECT: City of Cooper City OWNER CONTACT: NAME: Ryan Webster PHONE NUMBER: EMAIL ADDRESS: rwebster coo ercity.gov ENGINEERING FIRM (DURING CONSTRUCTION): Hazen and Sawyer ENGINEER CONTACT: NAME: Nicholas Lucado PHONE NUMBER: 954.987.0066 EMAIL ADDRESS: nlucado@hazenandsawyer.com ADDITIONAL INFORMATION: THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 29 Qualification Requirements (Continued) 11. BIDDER shall demonstrate the ability to complete projects on time within the contract completion dates. List ALL projects completed within the last three years that were not completed on schedule and for which liquidated damages (LD)were not incurred. Attach additional pages as needed: PROJECT NAME: N/A OWNER NAME/CONTACT INFO: N/A CONTRACT COMPLETION DATE: N/A ACTUAL COMPLETION DATE: N/A 12. List ALL projects within the past five years (started, underway, or completed) in which liquidated damages(LD) are accumulating or were incurred, either directly or indirectly.Attach additional pages as needed: PROJECT/OWNER: N/A TOTAL LD AMOUNT ASSESSED: N/A REASON FOR LDs: N/A 13. List ALL projects within the past five years (underway or completed) in which adverse litigation, including but not limited to mediation, involving the Owner of the project, occurred, either directly or indirectly with the Bidder or his/her subcontractors. Attach additional pages as needed: PROJECT: N/A OWNER: N/A TYPE OF LITIGATION: N/A REASON FOR LITIGATION: N/A 14. A copy of Bidder's most recent audited financial statement may be requested as additional information after bids are received during the bid evaluation process. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 30 Qualification Requirements (Continued) 15. Describe any significant or unique accomplishment in previous contracts. Include any additional data pertinent to firm's capabilities. Cooper city requested additional pressure vessels to be added to their trains H2O Innovation has successfully built and commissioned 29 new RO/NF projects in the previous 3 years for customers across the US and Canada. (Attach additional pages as necessary) I HEREBY CERTIFY THAT THE INFORMATION SUBMITTED HEREWITH, INCLUDING ANY ATTACHMENTS, IS TRUE TO THE BEST OF MY KNOWLEDGE AND BELIEF. NAME OF ORGANIZATION: H2O Innovation USA,Inc BY: Gregory Sato TITLE: Inside Sales Manager DATED: 8/12/25 NOTARY ATTEST: SUBSCRIBED AND SWORN TO BEFORE ME THIS DAY OF 20 NOTARY PUBLIC-STATE OF See Attached Certificate MY COMMISSION EXPIRES: THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of requesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 31 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego ) On (�V zy.. 12. 2a25 before me, �61L�, P (insert name and title of the officer) personally appeared Gregory Sato who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 'Frti JACIE ANt -ZOOK i WITNESS my hand and official seal. COMM 2451145 Z 1 SAN DIEGO County *' 0alifornia Notary Public - N`P Comm Exp June 20. 2027: Alec ................ Signature -� _ ,rr,�-•tJ (Seal) Gregory Sato h20 Inside Sales Manager rinnovabon Over 6 years of experience in the operation and maintenance of public water systems, with a strong focus and understanding on 1048 La Mirada Ct membrane systems. Vista, California 92081 Office: (813) 383-8693 Professional Experience (from 2019 and up) Fax: (813) 441-7777 Gregory.sato@h2oinnovation.com H2O Innovation,Vista,CA 2023-present www.h2oinnovation.com Inside Sales Manager Coordinating teams from different departments to bid and execute membrane changeouts and other contracts with customers across North America. Helped execute contracts exceeding 2M USD in value Education since taking the position. Bachelor of Sciences: Nano H2O Innovation,Vista,CA 2022-2023 Engineering Application Engineer University of California, San Helping troubleshoot and verify designs of chemical cleaning and Diego addition systems and usage volumes. Coordinated with teams across H2O Innovation to ensure all parameters of the chemical requirements specifications were accounted for and met by our proposals. H2O Innovation,Vista,CA 2019-2022 Technical Support Engineer Performed membrane autopsy and other lab services rendered by H2O Innovation to local and international customers. Completed detailed reports and helped author technical papers about findings in the autopsies. Projects handled (Partial List) Cooper City Membrane Changeout, 7 MGD, Nanofiltration, 2024 City of Lebanon Expansion, 4.5 MGD, Ultrafiltration, 2024 Sweetwater Authority Membrane Changeout, 5 MGD, Reverse Osmosis, 2023 Shawn Eastman 2OAftermarket Manager- Service rinnovabon' Over 7 years of experience in the operation and maintenance of public water systems, with a strong focus and understanding on 8227 Bunker Lake Blvd membrane systems. Ramsey, MN 55301 Office: (813) 383-8693 Fax: (813)441-7777 Professional Experience (from 2G'17 and up) Shawn.Eastman@h2oinnovation.com H2O Innovation, Ramsey, MN 2024-present www.h2oinnovation.com Aftermarket Service Manager Leading service team composed of 4 members to complete membrane replacements, system expansion, system upgrades. Have already completed over 2 million worth of contracts for membrane Education system improvements. Bachelor of Applied Sciences: H2O Innovation, Ramsey, MN 2017-2024 Biology/Chemistry Regional Account Manager Minnesota State University, Sales manager for the upper Midwest, grew the business through Mankato strong customer relationships and gained experience and knowledge on a plethora of water treatment technologies and chemicals. Projects handled (Partial List) Cooper City Membrane Changeout, 7 MGD, Nanofiltration, 2024 City of Lebanon Expansion, 4.5 MGD, Ultrafiltration, 2024 Sweetwater Authority Membrane Changeout, 5 MGD, Reverse Osmosis, 2023 ACWWA Membrane Replacement, 2.4 MGD, Ultrafiltration, 2022 H20 Innovation MEMBRANE REPLACEMENT REFERENCE LIST MARCH 2025 Four Bears, Market Drinking Water Technology OF Application Drinking Water Number of Modules 35 Number of Trains 1 Membrane Supplier Toray HFUG-2020AN Project Completion Date February 2025 Cooper City, FL USA, Market Drinking Water Technology NF Application Drinking Water Number of Modules 1204 Number of Trains 4 Membrane Supplier Filmtec NF90-400 Project Completion Date February 2025 Market Drinking Water Technology NIT Application Drinking Water Number of Modules 66 Number of Trains 3 Membrane Supplier Toray HFU-132315AN Project Completion Date 2025 City of Lebanon, Market Drinking Water Technology OF Application Drinking Water Number of Modules 96 Number of Trains 4 Membrane Supplier Toray HFU-2020AN Project Completion Date August 2024 • 1- Market Drinking Water Technology RO Application Drinking Water Number of Modules 1190 Number of Trains 5 Membrane Supplier Hydranautics ESPA4-LD Project Completion Date October 2023 City of Delaware, Market Drinking Water Technology OF Application Drinking Water Number of Modules 136 Number of Trains 3 Membrane Supplier Toray HFU2020-AN Project Completion Date October 2023 Revnolds GroundwaterDesalination ' USA Market Drinking Water Technology RO Application Drinking Water Number of Modules 1000 Number of Trains 5 Membrane Supplier Toray TMG-20D Project Completion Date 2025 A CWWA Water Purification Plant, CO USA Market Drinking Water Technology OF Application Drinking Water Number of Modules 162 Number of Trains 3 Membrane Supplier Toray HFU-B2315AN Project Completion Date 2022 Industrial • Market Ethanol Technology OF Application Boiler Feed Number of Modules 48 Number of Trains 2 Membrane Supplier Toray HFU-B2315AN Project Completion Date 2021 H2O Innovation RO PROJECTS REFERENCE LIST SEPTEMBER 2024 anti-chronological order 1. MUNICIPAL DRINKING WATER PROJECTS iCOrunning) Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.27 MGD Number of Trains 2 Membrane Supplier Hydranautics Project Completion Date 2025 running)St Lin, QC (not Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.35 MGD Number of Trains 2 Membrane Supplier DuPont Project Completion Date 2025 Bonner Springs, Market Municipal Drinking Water Technology RO+MMF - Application Drinking Water Capacity 1.4 MGD Number of Trains 2 Membrane Supplier Toray '�; Project Completion Date 2024 Brandon, i (not running) Market Municipal Drinking Water Technology OF+RO Application Drinking Water Capacity 6.1 MGD Number of Trains 4 Membrane Supplier DuPont Project Completion Date 2025 Brazosport, Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.12 MGD Number of Trains 1 Membrane Supplier Dupont f Project Completion Date 2023 Sherman #2 • • Market Municipal Drinking Water Technology OF+RO Application Drinking Water �a Capacity 2.52 MGD Number of Trains 1 Membrane Supplier Toray 1 Project Completion Date 2023 Filtration,NX i Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 20 GPM Number of Trains 2 Membrane Supplier NX Filtration Project Completion Date 2022 Market Municipal Drinking Water Technology RO zr 0p, Application Drinking Water =. 1WNW i Capacity 60 GPM Number of Trains 1 L h Membrane Supplier Hydranautics Project Completion Date 2022 Petit Rocher, NB Market Municipal Drinking Water Technology MMF+RO .0 .- Application Drinking Water Capacity 0.54 MGD CW Number of Trains 2 Membrane Supplier CSM Project Completion Date 2021 i Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 1.8 MGD ,V Number of Trams 2 Membrane Supplier Toray Project Completion Date 2019 GabrielSt - Rin7ouski, Market Municipal Drinking Water Technology RO+UV Application Drinking Water ) Capacity 0.15 MGD Number of Trains l � . Membrane Supplier DuPont Project Completion Date 2019 Market Municipal Drinking Water Technology OF+RO Application Drinking Water Capacity 5 MGD Number of Trains 2 h ` 4 Membrane Supplier Toray or Hydranautics Project Completion Date 2019 Chambord, Market Municipal Drinking Water Technology RO ., j Application Drinking Water � �'i .• Capacity 0.41 MGD P ty - Number of Trains 1 Membrane Supplier DuPont , Project Completion Date 2019 Market Municipal Drinking Water Technology RO Application Drinking Water '"' ? Capacity 2.5 MGD Number of Trains 2 Membrane Supplier Toray Project Completion Date 2019 Cove,Pouch Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.5 MGD - -a Number of Trains 1 S. Membrane Supplier DuPont Project Completion Date 2018 Tate Monroe—Modification, Market Municipal Drinking Water Technology MMF+RO Application Drinking Water , Y" • Capacity 1 MGD ~` _ Number of Trains 2 Membrane Supplier CSM Project Completion Date 2018 Bonita SpringsModification, Market Municipal Drinking Water Technology RO n Application Drinking Water Capacity 8 MGD h e " y 6 Number of Trains 4 G . Membrane Supplier Toray U! iy Project Completion Date 2018 University oJ'lowa #3, IA Market Municipal Drinking Water Technology Lime Softening+RO �4 N'": �. •A Application Drinking Water kA '91 0 s BA��e�._ _ �8i •� Capacity 2.5 MGD A4 AA! g Number of Trains 3 A Membrane Supplier DuPont Project Completion Date 2018 ` AbileneP/ •II Market Municipal Drinking Water Technology OF+RO Application Drinking Water - nr R Capacity 4.4 MGD �~ '1—`—aE : "`�:"�� _- �- �� i• • ;�� Number of Trains 2 9 Membrane Supplier Hydranautics Project Completion Date 2018 Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.35 MGD Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2017 Arkansas City, AR Market Municipal Drinking Water Technology GSF+RO .. { 14 z Application Drinking Water 441, Capacity 4 MGD ., ,. Number of Trains 4 Membrane Supplier Toray IV Project Completion Date 2017 '"� Market Municipal Drinking Water Technology RO � � �� 'i� ';�•��' � ' �,,..,.�.►*� ti Application Drinking Water - Capacity 0.25 MGD : � 1 2- - = Number of Trains 1 a Membrane Supplier DuPont Project Completion Date 2017 fx, Market Municipal Drinking Water Technology GSF+RO+UV Application Drinking Water 1; Capacity 0.47 MGD Jill Number of Trains Membrane Supplier DuPont Project Completion Date 2017 Siveleinvater— Modification, CA Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 5 MGD(with expansion to 10 MGD total) Number of Trains 3(with expansion to 6 train total) Membrane Supplier Toray Project Completion Date 2017 Craven County, NC Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 2 MGD Number of Trains 2 Membrane Supplier Toray Project Completion Date 2016 Ste Marthe stir le Lac, QC Market Municipal Drinking Water Technology GSF+RO Application Drinking Water Capacity 1.6 MGD Number of Trains 3 Membrane Supplier DuPont Project Completion Date 2016 Fort Irivin, CA Market Municipal Drinking Water Technology Lime Softening+UF+RO r Application Drinking Water A Capacity 0.7 MGD Number of Trains 3 Membrane Supplier Hydranautics \ .a A Project Completion Date 2016 La Maeaza Dentention Center, • Market Municipal Drinking Water Technology MMF+RO+UV Application Drinking Water Capacity 60 GPM Number of Trains 2 Membrane Supplier DuPont Project Completion Date 2016 Modijications, FL Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.72 MGD ; Number of Trains 2 Membrane Supplier Toray r Project Completion Date 2015 Market Municipal Drinking Water Technology RO Application Drinking Watery Capacity 0.70 MGD Number of Trains 2 Membrane Supplier Hydranautics Project Completion Date 2014 ScoutiTaniaracouta, QC Market Municipal Drinking Water Technology RO Application Wastewater Reuse Capacity 20 GPM Number of Trains 2 Membrane Supplier DuPont Project Completion Date 2014 77, Eastman, QC Market Municipal Drinking Water Technology MMF+RO+U V Application Drinking Water Capacity 0.32 MGD -J G Number of Trains 2 Membrane Supplier DuPont Project Completion Date 2014 Market Municipal Drinking Water Technology MMF+RO+LJV Application Drinking Water 1 Capacity 0.8 MGD ¢ Number of Trains 2 ,t4oi ! .. J # Membrane Supplier DuPont Project Completion Date 2014 E-- M E 0 Market Municipal Drinking Water Technology RO Application Drinking Water t Capacity 0.46 MGD Number of Trains 2 ' Membrane Supplier Hydranautics - Project Completion Date 2014 ' of Everglades, Market Municipal Drinking Water Technology RO Application Drinking Water #oar Capacity 0.5 MGD Number of Trains 2 w Membrane Supplier CSM �� Project Completion Date 2014 • Market Municipal Drinking Water Technology RO Application Drinking Water Vol Capacity 0.43 MGD Number of Trains 2 ` Membrane Supplier DuPont Project Completion Date 2013 Hillsboro, Market Municipal Drinking Water Technology GSF+RO Application Drinking Water w V, Capacity 0.98 MGD A� o Number of Trains 2 Membrane Supplier Hydranautics Project Completion Date 2013 De aivare, • Market Municipal Drinking Water Technology RO oil Application Drinking Water w i - ✓ y, rr R r. Capacity 5.2 MGD -fwr 'F a`r<�' •- �`+Number of Trains 2 � t a , Membrane Supplier Hydranautics Project Completion Date 2013 Portage A Fort, Market Municipal Drinking Water Technology MMF+RO+U V Application Drinking Water — Capacity 50 GPM �' I I NELL k ill Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2013 Pointe Lebel—Rental, QC Market Municipal Drinking Water Technology MMF+RO Application Drinking Water R: Capacity 30 GPM Number of Trains 2 n� Membrane Supplier DuPont Project Completion Date 2013 City qJ'Sterfing, CO Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 7.7 MGD Number of Trains 3 " Membrane Supplier DuPont Project Completion Date 2012 Elmore, MN Market Municipal Drinking Water Technology GSF+RO Application Drinking Water fi� 1 et �a Capacity 0.25 MGD a '' Number of Trains 1 9 Membrane Supplier DuPont Project Completion Date 2012 East Cherry Creek Valley, CO Market Municipal Drinking Water Technology RO ,--._ Application Drinking Water . Capacity 6.7 MGD Number of Trains 2 ) � 4 i, Membrane Supplier Hydranautics Project Completion Date 2012 Emmons Countv, I Market Municipal Drinking Water Technology OF+RO Application Drinking Water `� I Capacity 3 MGD Number of Trains 3 � v}' Membrane Supplier DuPont Project Completion Date 2012 Stitton, QC Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.45 MGD Number of Trains 1 �l Membrane Supplier DuPont Project Completion Date 2012 St-Helene de : got, Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.24 MGD Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2012 Market Municipal Drinking Water Technology MMF+RO Application Drinking Water l ins Capacity 0.2 MGD Number of Trains 2 4. Membrane Supplier DuPont Project Completion Date 2012 St Stanislas de Kostka, QC Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 48 GPM Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2012 St-Sophie, Market Municipal Drinking Water Technology RO sg Application Drinking Water Capacity 0.19 MGD Number of Trains 1 <. Membrane Supplier DuPont Project Completion Date 2012 Winkler, MB Market Municipal Drinking Water Technology GSF+RO Application Drinking Water r►r001� Capacity 0.72 MGD _ OF Number of Trains 1 jMembrane Supplier Hydranautics Project Completion Date 2011 Eastern Correctional Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 1.3 MGD Number of Trains 3 Membrane Supplier Toray Project Completion Date 2011 North Market Municipal Drinking Water Technology OF+RO Application Drinking Water Capacity 1.5 MGD i Number of Trains 2 Membrane Supplier Toray Project Completion Date 2011 Ste Jeanne dArc, QC Market Municipal Drinking Water Technology Arkal+MMF+RO+UV Application Drinking Water Capacity 0.18 MGD Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2011 A laineda County Water • Expansion, Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 5 MGD ':.,, Number of Trains 2 `5 Membrane Supplier Hydranautics Project Completion Date 2011 Market Municipal Drinking Water Technology RO Application Drinking Water " Capacity 50 GPM ■ Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2011 St-Denis de Brompton, QC Market Municipal Drinking Water Technology Arkal+MMF+RO+UV Application Drinking Water Capacity 0.11 MGD T Y ' T i Number of Trains 1 ` L Membrane Supplier DuPont Project Completion Date 2011 Clay Cenicr, KS Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 1.7 MGD rb Number of Trains 2 Membrane Supplier DuPont Project Completion Date 2010 '� �' /' Coral, Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 10 MGD ! x Number of Trains 4 Membrane Supplier Koch Ali Project Completion Date 2009 HanoverNew I Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 5.6 MGD Number of Trains 4 i Membrane Supplier Koch :. -- Project Completion Date 2009 County (?f Currituck, NC Market Municipal Drinking Water Technology RO p Application Drinking Water Capacity 1.5 MGD _ Number of Trains 2 I Ar � Membrane Supplier DuPont Project Completion Date 2009 St-Adolphe-d'Hoivard, Market Municipal Drinking Water Technology Arkal+MMF+RO+U V Application Drinking Water ` � Capacity 35 GPM Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2009 Township • Market Municipal Drinking Water Technology Arkal+MMF+RO Application Drinking Water Capacity 0.11 MGD Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2009 Dettel Vocational Market Municipal Drinking Water Technology RO . Application Non-Potable Water Distribution Capacity 0.59 MGD . �J 1 nr�n Number of Trains 2 GPMrrrrrrm Membrane Supplier --- Project Completion Date 2009 iIrenee, I Market Municipal Drinking Water Technology Arkal+MMF+RO+UV Application Drinking Water Capacity 0.22 MGD Number of Trains 1 Kiln; 6 Membrane Supplier DuPont Project Completion Date 2009 Florida Keys Aqueduct, I,T Market Municipal Drinking Water Technology RO Application Drinking Water ? Capacity 6 MGD Number of Trains 4 Membrane Supplier Toray Project Completion Date 2008 North Prairie Rural Water, ND Market Municipal Drinking Water Technology RO Application Capacity 0.87 MGD e Number of Trains 2 Membrane Supplier DuPont Project Completion Date 2008 Peribonka, Market Municipal Drinking Water Technology Arkal+Vortisand+RO Application Drinking Water Capacity 0.21 MGD Number of Trains 1 Membrane Supplier DuPont — Project Completion Date 2008 Palm Coast, FL Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 2.3 MGD Number of Trains 2 Membrane Supplier DuPont Project Completion Date 2008 Bruneau Water District, ID Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 55 GPM �' _ '`{"'"` !� I "1 Ow Number of Trains 1 1 Membrane Supplier Hydranautics Project Completion Date 2007 Market Municipal Drinking Water Technology RO Application Drinking Water ( �� Capacity 4 MGD Number of Trains 3 '1 Membrane Supplier DuPont Project Completion Date 2007 Hibbingi Market Municipal Drinking Water Technology RO Application --- ¢ Capacity 0.36 MGD Number of Trains 1 y Membrane Supplier DuPont Project Completion Date 2006 Pierce,Fort Market Municipal Drinking Water Technology RO Application Drinking Water + , ;�'*` i =' ,w,I ` •�'< Capacity 3.3MGD Number of Trains Membrane Supplier DuPont Project Completion Date 2006 Williston, ND Market Municipal Drinking Water Technology RO 0 pc Application --- Capacity 25 GPM 0 0 Number of Trains 1 Membrane Supplier DuPont i Ef Project Completion Date 2006 Lac Bouchette, QC Market Municipal Drinking Water Technology MMF+RO II A Application Drinking Water - irr Capacity 0.32 MGD Number of Trains 1 Membrane Supplier DuPont Project Completion Date 2006 Market Municipal Drinking Water Technology GSF+RO Application Drinking Water - 2 `a Capacity 5 MGD _ Number of Trains 4 ' c Membrane Supplier DuPont Project Completion Date 2005 Village / I / Modifications, Market Municipal Drinking Water Technology RO Application Drinking Water s�� -000WI - Capacity 1.5 MGD Number of Trains 1 -^ —` woo 7 t " r Membrane Supplier Hydranautics �t Project Completion Date 2005 SouthLaguna Beach — / Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 0.72 MGD Number of Trains 1 Membrane Supplier Koch Project Completion Date 2005 Englewood Water District— Alod�flcations, Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 2.5 MGD Number of Trains 6 Membrane Supplier Hydranautics Project Completion Date 2005 Highland i '/ -Modifications, Market Municipal Drinking Water Technology RO Application Drinking Water -� Capacity 3 MGD Number of Trains 3 Membrane Supplier Hydranautics Project Completion Date 2005 Market Municipal Drinking Water Technology Arkal+Vortisand+RO _ Application Drinking Water ■ f' Capacity 0.13 MGD - Number of Trains 1 Membrane Supplier DuPont �n Project Completion Date 2005 Irvine Ranch De salter, Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 2.7 MGD Number of Trains 2 Waft Membrane Supplier --- �•Q.. Project Completion Date 2005 Market Municipal Drinking Water Technology RO �--+ Application Drinking Water 415y !I r Capacity 0.21 MGD f 4J►' ; Number of Trains 1 - �— Membrane Supplier DuPont � � r Project Completion Date 2004 Dare • Modification, Market Municipal Drinking Water Technology RO Application Drinking Water Capacity 4 MGD UL Number of Trains 4 '� - Membrane Supplier Hydranautics Project Completion Date 2004 Deeifield Beach, FL Municipal Drinking Water Technology RO Application Drinking Water RN_ Capacity 13.1 MGD �I Tu U J I n J .J Number of Trains 5 _. _. Membrane Supplier Hydranautics Project Completion Date 2003 __ Sworn Statement On Public Entity Crimes THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to Village of Tequesta [print name of the public entity) by Gre�c ory Sato,Inside Sales Manager - [print individual's name and title] for H2O Innovation USA,Inc [print name of entity submitting sworn statement) whose business address is 8227 Bunker Lake Blvd Suite 500,Ramsey MN 55303 and (if applicable) its Federal Employer Identification Number(FEIN)is• 20-5584930 _ (If the entity has no FEIN,include the Social Security Number of the individual signing this sworn Statement: A 2. 1 understand that a"public entity crime"as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy,or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding or guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989,as a result of a jury verdict, nonjury trial,or entry of a plea of guilty or nolo contendere. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes,means: 1. A predecessor or successor of a person convicted of a public entity crime: or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term affiliate includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement,shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5 1 understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 40 transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief,the statement which I have marked below is true in relation to the entity submitting this sworn statement. [indicate which statement applies.] X Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners,shareholders,employees,members,or agents who are active in the management of the entity,nor any affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1,1989. _The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity,or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. _The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity,or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1,1989. However,there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE)ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND,THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED, I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017,FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Sworn to and subscribed before me this day of Personally known OR Produced identification Notary Public—State of My commission expires (Printed typed or stamped commissioned name notary public) See Attached Certfficate Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 41 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego ) On jqo ��- �Zi Zy2 S before me, �aC,j (insert name and title of the officer) personally appeared Gregory Sato who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. JACIE AN ZOOK *: WITNESS my hand and official seal. r - ,: ;:•_�'�,COMM # 2451145 z w `�=1SAN DIEGO County i�''Cali}ornia Notary Public!-.' Comm Exp June 20, 2027: Signature (Seal) H. The membrane elements furnished by the MEM shall be warranted to produce the specified capacity of permeate with the array described in Specification Section 13025 Table 13025-1. I. The performance requirements will not apply if excessive or abnormal fouling has occurred on the membrane elements. 1.08 SYSTEM OPERATION AND MAINTENANCE A. The OWNER agrees to operate the membrane system in accordance with the MEM's operating and maintenance instructions.The OWNER further agrees to provide a continuous supply of clean feed water to the system with water quality similar to that indicated in Table 13025-2 of Section 13025 and the following additional operating guidelines(to be filled in by the Bidder): Maximum cleaning solution temperature: 113 °F Maximum feed water SDI: 5 (based on 15 minutes) Maximum feed water pH: 11 Minimum feed water pH: 2 Maximum cleaning solution pH: 13 Minimum cleaning solution pH: 1 Maximum cleaning solution flow pressure drop across the pressure vessel: -0—psi Maximum flow of cleaning solution per pressure vessel: 40 gpm Maximum flow of first stage cleaning solution: 1080 gpm Maximum flow of second stage cleaning solution: 520 gpm B. The OWNER agrees to clean the membranes in strict conformance with the MEM's instructions regarding methods,cleaning agents, and frequency. C. The OWNER agrees to collect the performance and water quality analysis reports for the three (3)year warranty period.The water quality analysis shall be performed in accordance with the MEM's instructions and conducted by a state certified laboratory selected by the OWNER. The scope of analyses to be performed shall be jointly developed by the OWNER, the ENGINEER, and the MEM. OWNER agrees to provide the MEM monthly performance and water quality analysis reports. MEM agrees to provide OWNER with a copy of the normalization software to facilitate evaluation of the membrane performance. D. The OWNER agrees to collect and maintain all data required for the normalization of system performance on a daily basis for the three(3)year warranty period.This data shall be maintained in the form of an electronic spreadsheet file or an electronic file. Using the normalization software provided by the MEM,the OWNER will input this data directly into the software and provide to the MEM on a monthly basis.The data normalization methodology must conform to generally accepted industry methods such as the ASTM method or the MEM's modification of the ASTM method. 1.09 ADMINISTRATION OF WARRANTY A. The OWNER agrees to notify the MEM in writing of a warranty claim for a performance or workmanship deficiency in accordance with the terms of this WARRANTY and section 13025. The deficiency will be described in detail and supported by operational and water analysis data wherever possible. B. The MEM agrees to acknowledge receipt of the warranty claim within seven(7)calendar days of receiving the claim and describe what action the MEM is planning to take. 11278-5 ■ Product Datasheet 'TO RAY' Innovation by Chemistry TMG(D) Series Low-Pressure Brackish Water Reverse Osmosis (RO) j Membrane Element with Enhanced Chemical Tolerance Toray's reverse osmosis membrane technology applies decades of R&D and precision automated manufacturing under ISO 9001 � for consistency in product quality. State-of-the-art cross-linked �ylt fully aromatic polyamide composite membranes produce high- quality permeate and robust membrane chemistry for improved performance and longer membrane life. Product Specifications0D 0D 400 Sri • Size 4040 8040 8040 Membrane Area ftz(m2) 87(8) 400(37) 440(41) Nominal Salt Rejection % 99.7 99.7 99.7 Minimum Salt Rejection % 99.5 99.5 99.5 Product Flow Rate gpd(m3/d) 2,650(10.0) 12,100(45.8) 13,300(50.3) Minimum Product Flow Rate gpd(m3/d) 2,120(8.0) 10,300(39.0) 11,200(42.4) Feed spacer thickness mil 34 34 28 Test Conditions:Feed water pressure 150 psi(1.03 MPa);Feed water temperature 77°F(25T);Feed water concentration 2,000 mg/L as NaCl;Recovery rate 15%;Feed water pH 7 Applications CH-US Products manufactured at our U.S. Municipal drinking water, Industrial process water, facility(TMUS)are certified to NSF/ANSI Water reuse C 61 for drinking water applications. Feed Water Permeate Concentrated Brine Flow direction Figure 1:4040 elements Dimensions in.(mm) �- .. Size 4040 8040 '. D D A 4.0(101) 7.9(201) B B 40(1,016) 40(1,016) Figure 2:8040 elements C 0.75(19) 1.125(29) 4 D � � D 1.05(26) — 1 B 1of2 01-MB1-0 2-2 2 012 5 'TORAYo ■ Product Datasheet Innovation by Chemistry TMG(D) Series Low Pressure Brackish Water Reverse Osmosis (RO) Membrane Element with Enhanced Chemical Tolerance Operating Maximum operating pressure67 psi(MPa) 600(4.1) Maximum feed water temperature °F(°C) 113(45) Maximum feed water SDI15 5 Feed water chlorine concentration ppm <0.1 Continuous operation 2-11 Feed water pH range Chemical cleaning 1-13 Maximum pressure drop per element psi(MPa) 15(0.10) Maximum pressure drop per vessel psi(MPa) 50(0.34) Operating Information 1. Please consult the latest Toray technical bulletin,design guidelines,computer design Toray accepts no responsibility for results program,or call an application specialist for the recommended design range.Not strictly obtained by the application of this information or following the operating limits stated in this bulletin will void and nullify the Limited Warranty. the safety or suitability of Toray's products,either alone or in combination with other products. 2. All RO elements are wet tested treated with a 1 percent by weight sodium bisulfite storage Users are advised to make their own tests to solution.Afterward,the RO elements are vacuum packed in oxygen barrier bags or treated determine the safety and suitability of each with a tested feed water solution,and then vacuum sealed in oxygen barrier bags with product combination for their own purposes. deoxidant inside.Toray recommends flushing Toray RO elements for 30 to 60 minutes once All data may change without prior notice,due to every two days with sufficient quality flushing water,such as pre-treated feed water,to technical modifications or production changes. reventbiolo biological growth system RO Handling easebesuretoinquireaboutthelatestproduct p g g g y y g specifications. Manual for suggested flushing water quality. 3. The presence of free chlorine and other oxidizing agents under certain conditions,such as heavy metals that act as oxidation catalysts in the feed water,will cause unexpected oxidation of the membrane.Toray strongly recommends removing these oxidizing agents contained in feed water before operating the RO system. 4. Permeate from the first hour of operation shall be discarded. 5. The customer is fully responsible for the effects of chemicals that are incompatible with the elements.Their use will void the element Limited Warranty. 6. Recommended process/operation pressure is<2.0 MPa(for details,and in special cases, please consult the projection design guideline or contact your membrane supplier). a) Low-pressure elements will perform best with low salinity brackish water b) Maintain the above pressure range at low temperatures. 7. Maximum operating pressure will vary depending on feed temperature.Please ask for detailed information from Toray if needed. Headquarters Europe&Sub-Saharan Africa ®Linkedln O YouTube Japan+81 3 3245 4540 (TMEU) Asia Pacific Switzerland +41 61 415 8710 For more info,please visit China(TBMC) +86 10 8048 5216 Middle East(TMME) wa to r.to ra y Singapore(TAS) +65 6226 0525 Saudi Arabia +966 13 568 0091 Korea(TAK) +82 2 3279 1000 U.A.E. +971 4 392 8811 Americas(TMUS) 2 of 2 California +1(858)218 2360 02022 Toray Industries,Inc. 01-MB1-02-220125 Notice of Intent to Award August 20, 2025 Gregory Sato, Inside Sales Manager H2O Innovation USA, Inc. 8227 Bunker Lake Blvd. Suite 500 Ramsey MN 55303 PROJECT: Reverse Osmosis (RO) Membrane Replacement Dear Mr. Sato, This is to advise that on September 11, 2025, a recommendation for award of the above referenced Contract will be made to the Tequesta Village Council as a result of your bid in the amount of$996,104.00 submitted to the Village of Tequesta (Owner) on August 15, 2025. Two (2) sets of the Project Manual for this project are enclosed. Each set contains an unexecuted agreement. Please sign both sets of the Agreement and include the following additional documentation necessary for execution of the Agreement/Contract. All documents within the agreement should be left undated;the Village will date documents upon execution.After signing each agreement, return both sets with supporting documentation to our office for final signatures. Provide two current Certificates of Insurance naming the Village of Tequesta as an additional insured per the requirements of the contract. Please return both signed Project Manuals with supporting documentation to Jennifer Todd, Office Manager, at 345 Tequesta Drive, Tequesta, FL 33469 for Village signatures. Your attention is invited to the provision whereby your proposal guarantee may be forfeited in the event the Agreement with insurance and any other additional documentation is not executed and delivered to the Owner within fifteen (15) consecutive calendar days from August 20,2025. One fully executed original, and one copy of the executed Agreement/Contract will be provided to you along with Conformed Construction Documents on or before the Pre-Work meeting. Sincerely, VILLAGE OF TEQUESTA Allyson Felsburg Village of Tequesta Deputy Director, Utilities Department Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 46 Notice of Award September 12, 2025 Gregory Sato, Inside Sales Manager H2O Innovation USA, Inc. 8227 Bunker Lake Blvd. Suite 500 Ramsey, MN 55303 PROJECT: Reverse Osmosis(RO) Membrane Replacement Dear Mr. Sato, This is to advise you that on September 11, 2025, the Tequesta Village Council approved award of a Contract to your firm for the above-referenced project as a result of your bid on August 15, 2025, in the amount of$996,104.00. One fully executed original and one copy of the executed Agreement/Contract will be provided to you along with Conformed Construction Documents on or before the date of the Pre-Work meeting. A Notice to Proceed will be issued for commencement of the Contract Time. We look forward to working with you on this project. Sincerely, Allyson Felsburg Village of Tequesta Deputy Utilities Director Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 47 Agreement (Contract) Between Owner and Contractor This Agreement (Contract) made this day of 2025 by and between the Village of Tequesta,a public agency of the State of Florida hereinafter designated as the"the VILLAGE" and "OWNER", and H2O Innovation USA, Inc., 8227 Bunker Lake Blvd. Suite 500, Ramsey MN 55303, a Corporation, whose Federal I.D. number is 20-5584930, hereinafter designated as "the CONTRACTOR", in consideration of the mutual covenants hereinafter set forth agree as follows: ARTICLE 1. WORK. 1.1 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Provide all labor, equipment materials, and tools necessary to remove 480 60-inch existing membrane elements from one hundred twenty (120) center port pressure vessels in Trains 1 through 3, dispose of existing membranes, rebuild/replace all end cap gaskets, new 0-rings, permeate port seals, retainer rings, new seals and miscellaneous hardware, clean pressure vessels, furnish and install 240 new 40-inch membranes in each train for a total of 720 membrane elements, all on-site labor needed to physically unpack,stage and install new membranes,all scaffolding and scissor lift rentals needed to perform the work, all shop supplies, interconnectors, manufacturer-approved lubricant, end cap seals, gaskets, adapters, spacers and shims and other parts as required to perform the work,prepare a loading schedule of membrane serial numbers in MS Excel format and all labor, per diems, mileage and shipping for hardware supplies required to complete the work as specified. Work includes startup and performance testing and offsite disposal of all debris generated by Contractor's work, site restoration and all other incidentals required to complete the Work in accordance with the Bidding Documents. 1.2 The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT FOR THE VILLAGE OF TEQUESTA UTILITIES,TEQUESTA, FLORIDA. ARTICLE 2. ENGINEER. 2.1 The specifications and drawings have been designed by: Dover Engineering 19940 Mona Road, Suite 4 Tequesta, FL 33469 ARTICLE 3. CONTRACT TIME. 3.1 The Work will have substantial completion dates and final completion dates after the date when the Contract Time commences to run as provided in Article 4 of the General Conditions, and as outlined below. The work will be completed and ready for substantial and final payments in accordance with Article 15 of the General Conditions and as outlined below: 3.1.(a). Substantial Completion: 120 calendar days from Notice to Proceed 3.2.(a). Final Completion: 150 calendar days from Notice to Proceed Liquidated Damages. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not substantially complete within the time specified in Article 3.1 above, plus any extensions thereof allowed in accordance with Article 11 of the General Conditions. They also recognize the delays, expense and difficulties involved in proving in a legal or arbitration preceding the actual loss suffered by OWNER if the Work is not substantially complete on time. Accordingly, instead of requiring any such proof, Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 48 OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER Seven Hundred and Fifty 00/100 dollars ($750.00) for each day that expires after the Contract Substantial Completion time specified in Article 3.1, and until the Work of the Contract reaches substantial completion, and Five Hundred 00/100 dollars ($500.00) for each day that expires after the Contract Final Completion time specified in Article 3.1, and until the Work of the Contract reaches final completion. Liquidated damages under this Contract will be applied to each Contract Milestone Completion date individually until the Work of each respective Contract Milestone identified in Article 3.1 achieves Substantial and Final Completion, as required, by the Contract requirements. Notwithstanding anything to the contrary in the Contract Documents or any other ancillary document integrated thereto, the total amount of Liquidated Damages to be paid by the CONTRACTOR to the OWNER shall in no event exceed ten percent(10%) of the total Contract Price and shall constitute the OWNER's sole and exclusive remedy for failure by the CONTRACTOR to complete the work within the Contract Times, the Contract Substantial Completion time and/or the Contract Final Completion time. OWNER may withhold payment to compensate for liquidated damages either by increasing the amount of money being held in retainage or deducting the amount due in Liquidated Damages from the final payment application. Liquidated damages under this Contract will be applied to each individual Contract Milestone Substantial Completion date and each individual Contract Milestone Final Completion date, identified in Article 3.1 of this Agreement, or as represented in any subsequent executed change order to this Contract for changes in Contract Time, in accordance with Article 11.08 of the EJCDC Standard General Conditions of the Construction Contract. ARTICLE 4. CONTRACT PRICE. 4.1 OWNER shall pay CONTRACTOR for performance of the Work in accordance with the Contract Documents in current funds according to the Contract Unit Prices provided in the Bid Schedule of Values. ARTICLE S. PAYMENT PROCEDURES. 5.1 CONTRACTOR shall submit Applications for Payment in accordance with Article 15 of the General Conditions. Applications for payment will be processed by OWNER as provided in the General Conditions. 5.2 The undersigned, acknowledges that payments made by the Village of Tequesta will be made via check and vendor will provide the Village of Tequesta with the information required to establish the CONTRACTOR as a vendor. 5.3 Progress Payments. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR'S Applications for Payment within 30 days of receipt of each monthly approved application for payment during construction as provided below provided, however, that notwithstanding anything to the contrary in the Contract Documents or any other ancillary document integrated thereto,OWNER shall in no event make payments to CONTRACTOR later than 60 days from the date of CONTRACTOR's invoices. All progress payments will be based on the progress of the Work measured by the agreed upon schedule of values provided for in Article 15.01 of the General Conditions. 5.4 Progress payments will be made in an amount equal to 95% of the Work completed, and 95% of materials and equipment not incorporated in the Work but delivered and suitably stored, less in Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 49 each case the aggregate of payments previously made. OWNER is not obligated to pay for stored materials and may choose to withhold payment until materials are incorporated into the Work. 5.5 OWNER, at its discretion, may further increase payments to 98% of the work completed upon Substantial Completion. OWNER is not obligated to increase payments to 98%of work completed. 5.6 Final Payment. Upon final completion and acceptance of the Work in accordance with Article 15 of the General Conditions, OWNER shall pay the remainder of the Contract Price as provided in said Article 15 of the General Conditions unless liquidated damages are due. ARTICLE 6. INTEREST. 6.1 All amounts not paid when due shall bear interest at the rate of 1 percent per annum. ARTICLE 7. CONTRACTOR'S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 7.1 CONTRACTOR has examined and carefully studied the Contract Documents, and any data and reference items identified in the Contract Documents. 7.2 CONTRACTOR has visited the Site, conducted a thorough, alert visual examination of the Site and adjacent areas, and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. 7.3 CONTRACTOR is familiar with and is satisfied as to all Laws and Regulations that may affect cost, progress, and performance of the Work. 7.4 CONTRACTOR has considered the information known to CONTRACTOR itself; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the drawings/figures identified in the Contract Documents,with respect to the effect of such information,observations, and documents on (1) the cost, progress, and performance of the Work; (2) the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR; and (3) CONTRACTOR's safety precautions and programs. 7.5 Based on the information and observations referred to in the preceding paragraph, CONTRACTOR agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract. 7.6 CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents. 7.7 CONTRACTOR has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to CONTRACTOR. 7.8 The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 50 7.9 CONTRACTOR's entry into this Contract constitutes an incontrovertible representation by CONTRACTOR that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents. ARTICLE 8. CONTRACT DOCUMENTS. 8.1 The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR are attached to this Agreement, made a part hereof and consists of the following: 8.1(a) Table of Contents 8.1(b) Invitation to Bid 8.1(c) Instructions to Bidders 8.1(d) Bid Proposal (Including Bid Schedule of Values, List of Subcontractors and Qualification Requirements) 8.1(e) Contractor Safety Qualifications/Requirements (Including Contractor Safety Qualification Form) 8.1(f) Contractor E-Verify Affidavit Form 8.1(g) Drug-Free Workplace Certificate 8.1(h) Public Entity Crimes Affidavit 8.1(i) Village Clerks ADA Compliance Statement Form 8.1(j) Sworn Statement 8.1(k) Trench Safety 8.1(1) Bid Bond 8.1(m) Notice of Intent to Award 8.1(n) Notice of Award 8.1(o) Agreement (Contract) between OWNER and CONTRACTOR 8.1(p) Payment Bond 8.1(q) Performance Bond 8.1(r) Opinion of Village Attorney 8.1(s) Notice to Proceed 8.1(t) General Conditions 8.1(u) Supplementary Conditions 8.1(v) Any Modifications, including Change Orders,duly delivered after execution of Agreement. 8.1(w) Technical Specifications including Appendices bearing the title: REVERSE OSMOSIS (RO) MEMBRANE REPLACEMENT 8.2 There are no Contract Documents other than those listed above in this Article 8. The Contract Documents may only be altered, amended or repealed by a modification described in Article 1 of the General Conditions of the Contract. ARTICLE 9. MISCELLANEOUS. 9.1 Terms used in this Agreement which are defined in Article 1 of the General Conditions shall have the meanings indicated in the General Conditions. 9.2 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 51 9.3 OWNER and CONTRACTOR each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, his partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. 9.4 The Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract and in furtherance thereof may demand and obtain records and testimony from the CONTRACTOR and its subcontractors and lower tier subcontractors. The CONTRACTOR understands and agrees that in addition to other remedies and consequences provided by law,the failure of the CONTRACTOR or its subcontractors or lower tier subcontractors to fully cooperate with the Office of Inspector General of Palm Beach County when requested may be deemed by the municipality to be a material breach of this contract justifying its termination. The Office of Inspector General in Palm Beach County is established by Palm Beach County Code, Section 2-421 - 2-440. Failure to cooperate with the Inspector General or interfering with or impeding any investigation shall be in violation of Palm Beach County Code, Section 2-421 — 2-440, and be punished pursuant to Section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor. 9.5 This Agreement is subject to and governed by the laws of the State of Florida, including without limitation Chapter 119, Florida Statutes, which generally makes public all records or other writings made by or received by the parties.The CONTRACTOR acknowledges its legal obligation to comply with § 119.0701, Florida Statutes. 9.5(a) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records,the public agency shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. 9.5(b) If a contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. 9.5(c) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under s. 119.10. 9.5(d) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 561-768-0443, LMCWILLIAMS@TEQUESTA.ORG, OR 345 TEQUESTA DRIVE, TEQUESTA, FL 33469. 9.6 Indemnity 9.6(a) The parties recognize that the CONTRACTOR is an independent contractor. The CONTRACTOR agrees to assume liability for and indemnify, hold harmless, and defend the OWNER, its council members, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney's fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 52 relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONTRACTOR, its agents, officers, Contractors, subcontractors, employees,or anyone else utilized by the CONSTRACTOR in the performance of this Contract. The CONTRACTOR's liability hereunder shall include all attorney's fees and costs incurred by the OWNER in the enforcement of this indemnification provision. This includes claims made by the employees of the CONTRACTOR against the OWNER and the CONTRACTOR hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. 9.6(b) Subject to the limitations set forth in this Section, CONTRACTOR shall assume control of the defense of any claim asserted by a third party against the OWNER and, in connection with such defense, shall appoint lead counsel, in each case at the CONTRACTOR's expense. The OWNER shall have the right, at its option,to participate in the defense of any third party claim, without relieving CONTRACTOR of any of its obligations hereunder. If the CONTRACTOR assumes control of the defense of any third party claim in accordance with this paragraph, the CONTRACTOR shall obtain the prior written consent of the OWNER before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the CONTRATCOR shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the OWNER and all expenses, including experts' fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the OWNER, be detrimental in any material respect to the OWNER's reputation; (ii) the third party claim seeks an injunction or equitable relief against the OWNER; or (iii) the CONTRACTOR has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. 9.6(c) It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. CONTRACTOR expressly agrees that it will not claim,and waives any claim,that this indemnification violates Section 725.06, Florida Statues. Nothing contained in the foregoing indemnification shall be construed as a waiver of any immunity or limitation of liability the OWNER may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. 9.7 Governing Law and Remedies 9.7(a) The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of Florida and venue for any and all disputes related to or arising from this Agreement shall be in Palm Beach County, Florida. 9.7(b) No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 53 9.8 Office of the Inspector General 9.8(a) Palm Beach County has established the Office of the Inspector General,which is authorized and empowered to review past, present, and proposed County programs, contracts, transactions,accounts and records. The Inspector General (IG) has the power to subpoena witnesses, administer oaths, require the production of records, and monitor existing projects and programs. The Inspector General may,on a random basis, perform audits on all OWNER contracts. 9.9 Insurance 9.9(a) The limits of liability for insurance required by Paragraph 6.03 of the General Conditions shall provide coverage for not less than the following amounts or greater where required by Law and Regulations: 1. Workers' Compensation, and related coverages under Paragraphs 6.03.A.1 and A.2 of the General Conditions: a. State Statutory b. Applicable Federal Statutory c. Employer Liability: Bodily injury, each accident $1,000,000 Bodily injury by disease, each employee $500,000 Bodily injury/disease aggregate $1,000,000 d. Foreign voluntary worker compensation Statutory 2. CONTRACTOR's Commercial General Liability under Paragraphs 6.03.E and 6.03.0 of the General Conditions: a. General Aggregate $2,000,000 b. Products—Completed Operations Aggregate $2,000,000 c. Personal and Advertising Injury $1,000,000 d. Each Occurrence $1,000,000 (Bodily Injury and Property Damage) 3. Automobile Liability under paragraph 6.03.D of the General Conditions: a. Bodily Injury: Each Person $500,000 Each Accident $1,000,000 d. Property Damage: Each Incident $1,000,000 4. Umbrella of Excess Liability under paragraph 6.03.E of the General Conditions: a. Excess or Umbrella Liability 1) General Aggregate $5,000,000 2) Each Occurrence $1,000,000 5.Additional Insureds include the respective officers, partners,directors,employees,agents, consultants, and subconsultants of the following firms and municipal government(s): a. Village of Tequesta Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 54 9.10 Audit By OWNER 9.10(a) The CONTRACTOR shall permit the OWNER, or any authorized representatives of the OWNER,at all reasonable times,access to and the right to examine all records, books, papers or documents related to the CONTRACTOR's performance under this Agreement including, but not limited to, expenses for sub-contractors, agents or assistants, direct and indirect charges for work performed and detailed documentation for all such work performed or to be performed under this Agreement. 9.11 Copies of Data/Documents 9.11(a) Copies or original documents prepared by the CONTRACTOR in relation to work associated with this Agreement shall be provided to the OWNER. Data collected, stored, and/or provided shall be in a form acceptable to the OWNER and agreed upon by the OWNER. 9.12 Ownership 9.12(a) Each and every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the CONTRACTOR pursuant to or in connection with this Agreement shall be the exclusive property of the OWNER. 9.13 Limitations of Liability 9.13(a) Under no circumstances shall either party be liable to the other for any consequential, incidental, special, punitive, or any other form of indirect or non-compensatory damages. 9.13(b) Notwithstanding anything to the contrary in the Contract Documents or any other ancillary document integrated thereto,the CONTRACTOR's liability with respect to any claim, demand, loss, cause of action, damage or expense of any kind or nature, arising out of or related to the Work,the Project and/or the Contract,shall be limited to one hundred percent (100%) of the total Contract Price, except for liabilities attributable to personal injury, death or third party claims. 9.14 Enforcement Costs 9.14(a) All parties shall be responsible for their own attorneys' fees, court costs and expenses if any legal action or other proceeding is brought for any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to the Agreement's execution, validity, the obligations provided therein, or performance of this Agreement, or because of an alleged breach,default or misrepresentation in connection with any provisions of this Agreement. 9.15 Copyrights and/or Patent Rights 9.15(a) CONTRACTOR warrants that there has been no violation of copyrights and/or patent rights in the manufacturing, producing or selling of the goods,shipped or ordered,as a result of this Agreement and the CONTRACTOR agrees to hold the OWNER harmless from any and all liability, loss, or expense occasioned by any such violation. 9.16 Protection of Property 9.16(a) The CONTRATOR shall at all times guard against damage or loss to the property of the OWNER of other vendors or contractors and shall be held responsible for replacing or repairing any such loss or damage. The OWNER may withhold payment or make such deductions as deemed necessary to insure reimbursement or replacement for loss or damage to property through negligence of the successful CONTRACTOR or its agents. The Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 55 CONTRACTOR shall be responsible to safeguard all of their property such as tools and equipment while on site. The OWNER will not be held responsible for any loss of CONTRACTOR property due to theft or vandalism. 9.17 Damage to Persons or Property 9.17(a) The responsibility for all damage to person or property arising out of or on account of Scope of Work done under this Contract shall rest upon the CONTRACTOR. 9.18 Discrimination 9.18(a) The CONTRACTOR warrants and represents that all of its employees are treated equally during employment without regard to race,color, religion,disability,sex,age, national origin, ancestry, political affiliation, marital status, handicap, or sexual orientation. Further, CONTRACTOR shall not discriminate or permit discrimination against any employee or an applicant for employment on the basis of race,color,sex, religion, political affiliation, natural origin, ancestry, marital status, sexual orientation or handicap. 9.19 Construction Defects 9.19(a) PURSUANT TO SECTION 558.005, FLORIDA STATUTES, ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE NOT SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. 9.20 Public Entity Crimes 9.20(a) CONTRACTOR acknowledges and agrees that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals,or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier or sub-contractor under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statues, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. The CONTRACTOR will advise the OWNER immediately if it becomes aware of any violation of this statute. 9.21 Scrutinized Companies 9.21(a) CONTRACTOR certifies that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List and are not engaged in the boycott of Israel. Pursuant to section 287.135, Florida Statutes,the OWNER may immediately terminate this Agreement at its sole option if the CONTRACTOR or any of its subcontractors are found to have submitted a false certification; or if the CONTRACTOR or any of its subcontractors, are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of this Agreement. 9.21(b) If this Agreement is for one million dollars or more,the CONTRACTOR certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan List, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes. Pursuant to Section 287.135, the OWNER may immediately terminate this Agreement at its sole option if the CONTRACTOR, or any of its subcontractors are found to have submitted a Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 56 false certification; or if the CONTRACTOR or any of its subcontractors are placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are or have been engaged with business operations in Cuba or Syria during the term of this Agreement. 9.21(c) The CONTRACTOR agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under this Agreement. 9.21(d) The CONTRACTOR agrees that the certifications in this section shall be effective and relied upon by the OWNER for the term of this Agreement, including any and all renewals. 9.21(e) The CONTRACTOR agrees that if it or any of its subcontractors' status changes in regards to any certification herein, the CONTRACTOR shall immediately notify the OWNER of the same. 9.21(f) As provided in Subsection 287.135(8), Florida Statutes, if federal law ceases to authorize the above-stated contracting prohibitions then they shall become inoperative. 9.22 Employment Eligibility 9.22(a) This Agreement is subject to and governed by the laws of the State of Florida, including without limitation Chapter 448, Florida Statutes, which provides for General Labor Regulations, and specifically Section 448.095, Employment Eligibility. The CONTRACTOR acknowledges its legal obligation to comply with §448.095, Florida Statutes. (i) Pursuant to Section 448.095, Florida Statutes, beginning January 1, 2021, CONTRACTOR shall register with and use the U.S. Department of Homeland Security's E-Verify system, https://e-verifv.uscis.gov/emp, to verify the work authorization status of all CONTRACTOR employees hired on and after January 1, 2021. (ii) Subcontractors— a) CONTRACTOR shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. b) CONTRACTOR shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined in section 448.095, Florida Statutes. c) CONTRACTOR shall provide a copy of all subcontractor affidavits to the Village upon receipt and shall maintain a copy for the duration of the Agreement. (iii) 3. CONTRACTOR must provide evidence of compliance with Section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the CONTRACTOR stating all employees hired on and after January 1, 2021, have had their work authorization status verified through the E-Verify system and a copy of their proof of registration is in the E- Verify system. (iv) 4. Failure to comply with this provision is a material breach of the Agreement and shall result in the immediate termination of the Agreement without penalty to the Village. CONTRACTOR shall be liable for all costs incurred by the Village to secure a replacement Agreement, including but not limited to, any increased costs for the same services, any costs due to delay, and rebidding costs, if applicable. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 57 IN WITNESS WHEREOF, the parties hereto have signed two (2) copies of this Agreement. At least one counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR. OWNER CONTRACTOR Village of Tequesta H2O Innovation USA, Inc. 345 Tequesta Drive 8227 Bunker Lake Blvd. Suite 500 Tequesta, FL 33469 Ramsey, MN, 55303 By: 01 Molly Young, ay Gr g to, Insi a Sales Manager (VILLAGE SEAL) """"' """" (CORPORATE SEAL) F .. PUE..Q. T' , �,. p RP fi ATTEST S m':�= ATTEST "OOk �L / — /1 66u) I /� Lori McWilliams, Village Clerk %fiL�r� PRINT NAME AND POSITION Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 58 Payment Bond Contractor Surety Name: H2O Innovation USA, Inc. Name: Phone: 763-566-8961 Phone: Address (principal place of business): Address (principal place of business): 8227 Bunker Lake Blvd. Suite 500 Ramsey, MN, 55303 Owner Contract Village of Tequesta Utilities Name: Department Description (name and location): Phone: 561-768-0497 Reverse Osmosis (RO) Membrane Replacement Mailing address (principal place of business): Tequesta, Florida 345 Tequesta Drive Tequesta, FL 33469 Contract Price: $996,104.00 Effective Date of Contract: Bond Number: Bond Amount: Date of Bond: (Date of Bond cannot be earlier than Effective Date of Contract) Modifications to this Bond form: ❑ None 0 See Paragraph 19 Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth in this Payment Bond, do each cause this Payment Bond to be duly executed by an authorized officer, agent, or representative. Contractor as Principal Surety plo T (Full formal name of Contra tor) (Full formal name of Surety)(corporate seal) By: By: (Sig ature) (Sign a ture)(A ttach Power of Attorney) Name: L;7C4'v Name: (Printed or typed) (Printed or typed) Title: TrlSih Wl; tA"&Y- Title: Attest: !""tv-- Attest: (Signature) (Signature) Name: GATtei F- V-Lcah Name: (Printed or typed) (Printed or typed) Title: C�aI ACGoLn1 Mg, ,el Title: Notes:(1)Provide supplemental execution by any additional parties,such as joint venturers.(2)Any singular reference to Contractor,Surety, Owner,or other party is considered plural where applicable. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 59 Payment Bond (Continued) 1. The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner to pay for labor, materials, and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. 2. If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies, and holds harmless the Owner from claims, demands, liens, or suits by any person or entity seeking payment for labor, materials, or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. 3. If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond will arise after the Owner has promptly notified the Contractor and the Surety(at the address described in Paragraph 13) of claims, demands, liens, or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials, or equipment furnished for use in the performance of the Construction Contract, and tendered defense of such claims, demands, liens, or suits to the Contractor and the Surety. 4. When the Owner has satisfied the conditions in Paragraph 3, the Surety shall promptly and at the Surety's expense defend, indemnify, and hold harmless the Owner against a duly tendered claim, demand, lien, or suit. 5. The Surety's obligations to a Claimant under this Bond will arise after the following: 5.1 Claimants who do not have a direct contract with the Contractor 5.1.1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and 5.1.2 have sent a Claim to the Surety(at the address described in Paragraph 13). 5.2 Claimants who are employed by or have a direct contract with the Contractor have sent a Claim to the Surety (at the address described in Paragraph 13). 6. If a notice of non-payment required by Paragraph 5.1.1 is given by the Owner to the Contractor,that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Paragraph 5.1.1. 7. When a Claimant has satisfied the conditions of Paragraph 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim,stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and 7.2 Pay or arrange for payment of any undisputed amounts. 7.3 The Surety's failure to discharge its obligations under Paragraph 7.1 or 7.2 will not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Paragraph 7.1 or 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. Village ofTequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 60 Payment Bond (Continued) 8. The Surety's total obligation will not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Paragraph 7.3, and the amount of this Bond will be credited for any payments made in good faith by the Surety. 9. Amounts owed by the Owner to the Contractor under the Construction Contract will be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfying obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. 10. The Surety shall not be liable to the Owner, Claimants,or others for obligations of the Contractor that are unrelated to the Construction Contract.The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to or give notice on behalf of Claimants, or otherwise have any obligations to Claimants under this Bond. 11. The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations. 12. No suit or action will be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Paragraph 5.1.2 or 5.2, or(2)on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit will be applicable. 13. Notice and Claims to the Surety, the Owner, or the Contractor must be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, will be sufficient compliance as of the date received. 14. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement will be deemed deleted here from and provisions conforming to such statutory or other legal requirement will be deemed incorporated herein. When so furnished, the intent is that this Bond will be construed as a statutory bond and not as a common law bond. 15. This bond is issued in compliance with Section 255.05, Florida Statutes (1987), as may be amended. A claimant, except a laborer, who is not in privity with the contractor and who has not received payment for his labor, materials, or supplies shall, within 45 days after beginning to furnish labor, materials, or supplies for the prosecution of the work, furnish the contractor with a notice that he intends to look to the bond for protection. A claimant who is not in privity with the contractor and who has not received payment for his labor, materials, or supplies shall, within 90 days after performance of the labor or after complete delivery of the materials or supplies, deliver to the contractor and to the surety written notice of the performance of the labor or delivery of the materials or supplies and of the nonpayment. No action for the labor, materials, or supplies may be instituted against the contractor or the surety unless both notices have been given. No action shall be instituted against the contractor or the surety on the bond after 1 year from the performance of the labor or completion of delivery of the materials or supplies. 16. Upon requests by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 61 Payment Bond (Continued) 17. Definitions 17.1 Claim—A written statement by the Claimant including at a minimum: 17.1.1 The name of the Claimant; 17.1.2 The name of the person for whom the labor was done, or materials or equipment furnished; 17.1.3 A copy of the agreement or purchase order pursuant to which labor, materials, or equipment was furnished for use in the performance of the Construction Contract; 17.1.4 A brief description of the labor, materials, or equipment furnished; 17.1.5 The date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; 17.1.6 The total amount earned by the Claimant for labor, materials, or equipment furnished as of the date of the Claim; 17.1.7 The total amount of previous payments received by the Claimant; and 17.1.8 The total amount due and unpaid to the Claimant for labor, materials, or equipment furnished as of the date of the Claim. 17.2 Claimant—An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials, or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond is to include without limitation in the terms of"labor, materials, or equipment" that part of the water, gas, power, light, heat,oil,gasoline,telephone service,or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials, or equipment were furnished. 17.3 Construction Contract—The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. 17.4 Owner Default—Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. 17.5 Contract Documents—All the documents that comprise the agreement between the Owner and Contractor. 18. If this Bond is issued for an agreement between a contractor and subcontractor,the term Contractor in this Bond will be deemed to be Subcontractor and the term Owner will be deemed to be Contractor. 19. Modifications to this Bond are as follows: Request for assigned bond number and for phone numbers of each party listed on the bond (Contractor, Surety, and Owner). Addition of Paragraph 15 and renumbering of the paragraphs thereafter. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 62 Performance Bond Contractor Surety Name: H2O Innovation USA, Inc. Name: Phone: 763-566-8961 Phone: Address (principal place of business): Address (principal place of business): 8227 Bunker Lake Blvd. Suite 500 Ramsey, MN, 55303 Owner Contract Village of Tequesta Utilities Name: Department Description (name and location): Phone: 561-768-0497 Reverse Osmosis (RO) Membrane Replacement Mailing address (principal place of business): Tequesta, Florida Utilities Department 345 Tequesta Drive Contract Price: $996,104.00 Tequesta, FL 33469 Effective Date of Contract: Bond Number: Bond Amount: Date of Bond: (Date of Bond cannot be earlier than Effective Date of Contract) Modifications to this Bond form: ❑ None ❑x See Paragraph 17 Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth in this Performance Bond, do each cause this Performance Bond to be duly executed by an authorized officer, agent, or representative. Contractor as Principal Surety L) avA'i C. (Full formal name of Contractor) (Full formal name of Surety)(corporate seal) By: ,/I/�/� By: (Signature) (Signature)(Attach Power of Name: &J-p Name: (Printed or typed) (Printed or typed) Title: 'fnS��c. S.Jt5 Title: Attest: Attest: (Signature) (Signature) Name: ckr"M;cZ( kCow\1 t-�y\wa►tC Name: (Printed or typed) (Printed or typed) Title: 6611rd M (-Bey\ Title: Notes:(1)Provide supplemental execution by any additional parties,such as joint venturers. (2)Any singular reference to Contractor,Surety,Owner,or other party is considered plural where applicable. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 63 Performance Bond (Continued) 1. The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. 2. If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Paragraph 3. 3. If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond will arise after: 3.1 The Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice may indicate whether the Owner is requesting a conference among the Owner, Contractor, and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Paragraph 3.1 will be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor, and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement does not waive the Owner's right, if any, subsequently to declare a Contractor Default; 3.2 The Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and 3.3 The Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. 4. Failure on the part of the Owner to comply with the notice requirement in Paragraph 3.1 does not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. 5. When the Owner has satisfied the conditions of Paragraph 3, the Surety shall promptly and at the Surety's expense take one of the following actions: 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owners concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Paragraph 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or 5.4 Waive its right to perform and complete,arrange for completion, or obtain a new contractor, and with reasonable promptness under the circumstances: 5.4.1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or 5.4.2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 64 Performance Bond (Continued) 6. If the Surety does not proceed as provided in Paragraph 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Paragraph 5.4, and the Owner refuses the payment, or the Surety has denied liability, in whole or in part, without further notice, the Owner shall be entitled to enforce any remedy available to the Owner. 7. If the Surety elects to act under Paragraph 5.1, 5.2, or 5.3, then the responsibilities of the Surety to the Owner will not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety will not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication for: 7.1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; 7.2 additional legal, design professional, and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Paragraph 5; and 7.3 liquidated damages,or if no liquidated damages are specified in the Construction Contract,actual damages caused by delayed performance or non-performance of the Contractor. 8. If the Surety elects to act under Paragraph 5.1,5.3,or 5.4,the Surety's liability is limited to the amount of this Bond. 9. The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price will not be reduced or set off on account of any such unrelated obligations. No right of action will accrue on this Bond to any person or entity other than the Owner or its heirs,executors, administrators, successors, and assigns. 10. The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations. 11. Any proceeding, legal or equitable, under this Bond must be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and must be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond,whichever occurs first. If the provisions of this paragraph are void or prohibited by law,the minimum periods of limitations available to sureties as a defense in the jurisdiction of the suit will be applicable. 12. Notice to the Surety,the Owner, or the Contractor must be mailed or delivered to the address shown on the page on which their signature appears. 13. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement will be deemed deleted therefrom and provisions conforming to such statutory or other legal requirement will be deemed incorporated herein. When so furnished, the intent is that this Bond will be construed as a statutory bond and not as a common law bond. 14. This bond is issued in compliance with Section 255.05, Florida Statutes (1987), as may be amended, which statute supersedes this bond to the extent of any conflict, and to the extent the Public Construction Bond coverage provided in such statute may be broader than this bond. supplies for the prosecution of the Work, furnish the Contractor with a notice that he intends to look to the bond for protection. Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 65 Performance Bond (Continued) A claimant, except a laborer, who is not in privity with the Contractor and who has not received payment for his labor, materials, or supplies, shall, within 45 days after beginning to furnish labor, materials, or the Contractor with a notice that he intends to look to the bond for protection. A claimant who is not in privity with the Contractor and who has not received payment for his labor, materials, or supplies shall, within 90 days after performance of the labor or after complete delivery of the materials or supplies, deliver to the Contractor and to the surety written notice of the performance of the labor or delivery of the materials or supplies and of the nonpayment. No action for the labor, materials, or supplies may be instituted against the Contractor or the surety unless both notices have been given. No action shall be instituted against the Contractor or the surety on the bond after 1 year from the performance of the labor or completion of delivery of the materials or supplies. 15. Definitions 1. Balance of the Contract Price—The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made including allowance for the Contractor for any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. 2. Construction Contract—The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. 3. Contractor Default—Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. 4. Owner Default—Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. 5. Contract Documents—All the documents that comprise the agreement between the Owner and Contractor. 2. If this Bond is issued for an agreement between a contractor and subcontractor, the term Contractor in this Bond will be deemed to be Subcontractor and the term Owner will be deemed to be Contractor. 3. Modifications to this Bond are as follows: Request for assigned bond number and for phone numbers of each party listed on the bond (Contractor,Surety,and Owner).Addition of Paragraph 14 and renumbering of the paragraphs thereafter. THIS SPACE WAS INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 66 Opinion of Village Attorney This is to certify that I have examined the attached Contract Documents, that after such examination, I am of the opinion that such documents conform to the laws of the State of Florida,that the execution of the Contract and the Contract Bonds is in due and proper form,that the representative of the respective Contracting Parties have full power and authority to execute such Contract and Contract Bond on behalf of the respective Contracting Parties and that the foregoing agreements constitute valid and binding obligations on such parties. Keith Davis, Esquire Attorney for Village of Tequesta This the S day of. ��20 Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 66 Notice to Proceed (NTP) DATE: Gregory Sato, Inside Sales Manager H2O Innovation USA, Inc. 8227 Bunker Lake Blvd. Suite 500 Ramsey, MN 55303 PROJECT: Reverse Osmosis (RO) Membrane Replacement Village of Tequesta Utilities Department Tequesta, Florida To Whom It May Concern: One fully executed copy of your Contract is enclosed. The commencement date is The following completion dates apply: Substantial Completion: (120 calendar duration from Notice to Proceed) Final Completion: (150 calendar duration from Notice to Proceed) Your attention is invited to the provision whereby you shall start to perform your obligations under this Contract on the Commencement date, which shall begin the Contract Time. Village of Tequesta Utilities will monitor the progress of the work and conformance with the Contract. We look forward to working with you on this project. Sincerely, Allyson Felsburg Village of Tequesta Deputy Utilities Director Village of Tequesta Utilities Department Reverse Osmosis(RO)Membrane Replacement Page 67 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page Article 1—Definitions and Terminology........................................................................................................1 1.01 Defined Terms...............................................................................................................................1 1.02 Terminology..................................................................................................................................6 Article2—Preliminary Matters.....................................................................................................................7 2.01 Delivery of Performance and Payment Bonds; Evidence of Insurance.........................................7 2.02 Copies of Documents....................................................................................................................7 2.03 Before Starting Construction ........................................................................................................7 2.04 Preconstruction Conference; Designation of Authorized Representatives..................................8 2.05 Acceptance of Schedules ..............................................................................................................8 2.06 Electronic Transmittals .................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse....................................................................9 3.01 Intent.............................................................................................................................................9 3.02 Reference Standards.....................................................................................................................9 3.03 Reporting and Resolving Discrepancies......................................................................................10 3.04 Requirements of the Contract Documents.................................................................................10 3.05 Reuse of Documents...................................................................................................................11 Article 4—Commencement and Progress of the Work ..............................................................................11 4.01 Commencement of Contract Times; Notice to Proceed.............................................................11 4.02 Starting the Work........................................................................................................................11 4.03 Reference Points.........................................................................................................................11 4.04 Progress Schedule.......................................................................................................................12 4.05 Delays in Contractor's Progress..................................................................................................12 Article 5—Site; Subsurface and Physical Conditions; Hazardous Environmental Conditions ....................13 5.01 Availability of Lands....................................................................................................................13 5.02 Use of Site and Other Areas........................................................................................................14 5.03 Subsurface and Physical Conditions............................................................................................15 5.04 Differing Subsurface or Physical Conditions...............................................................................16 EJCDC°C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. TOC Page 1 of 5 5.05 Underground Facilities................................................................................................................17 5.06 Hazardous Environmental Conditions at Site .............................................................................19 Article 6—Bonds and Insurance..................................................................................................................21 6.01 Performance, Payment, and Other Bonds..................................................................................21 6.02 Insurance—General Provisions...................................................................................................22 6.03 Contractor's Insurance................................................................................................................24 6.04 Builder's Risk and Other Property Insurance..............................................................................25 6.05 Property Losses; Subrogation .....................................................................................................25 6.06 Receipt and Application of Property Insurance Proceeds ..........................................................27 Article 7—Contractor's Responsibilities .....................................................................................................27 7.01 Contractor's Means and Methods of Construction....................................................................27 7.02 Supervision and Superintendence..............................................................................................27 7.03 Labor; Working Hours.................................................................................................................27 7.04 Services, Materials, and Equipment ...........................................................................................28 7.05 "Or Equals"..................................................................................................................................28 7.06 Substitutes ..................................................................................................................................29 7.07 Concerning Subcontractors and Suppliers..................................................................................31 7.08 Patent Fees and Royalties...........................................................................................................32 7.09 Permits........................................................................................................................................33 7.10 Taxes...........................................................................................................................................33 7.11 Laws and Regulations..................................................................................................................33 7.12 Record Documents......................................................................................................................33 7.13 Safety and Protection .................................................................................................................34 7.14 Hazard Communication Programs..............................................................................................35 7.15 Emergencies................................................................................................................................35 7.16 Submittals...................................................................................................................................35 7.17 Contractor's General Warranty and Guarantee.........................................................................38 7.18 Indemnification...........................................................................................................................39 7.19 Delegation of Professional Design Services................................................................................39 Article 8—Other Work at the Site...............................................................................................................40 8.01 Other Work.................................................................................................................................40 8.02 Coordination ...............................................................................................................................41 8.03 Legal Relationships......................................................................................................................41 EJCDC°C-700,Standard General Conditions of the Construction Contract. Copyright0 2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. TOC Page 2 of 5 Article 9—Owner's Responsibilities............................................................................................................42 9.01 Communications to Contractor ..................................................................................................42 9.02 Replacement of Engineer............................................................................................................42 9.03 Furnish Data................................................................................................................................42 9.04 Pay When Due.............................................................................................................................42 9.05 Lands and Easements; Reports,Tests, and Drawings.................................................................43 9.06 Insurance.....................................................................................................................................43 9.07 Change Orders ............................................................................................................................43 9.08 Inspections,Tests, and Approvals...............................................................................................43 9.09 Limitations on Owner's Responsibilities.....................................................................................43 9.10 Undisclosed Hazardous Environmental Condition......................................................................43 9.11 Evidence of Financial Arrangements...........................................................................................43 9.12 Safety Programs..........................................................................................................................43 Article 10—Engineer's Status During Construction....................................................................................44 10.01 Owner's Representative..........................................................................................................44 10.02 Visits to Site.............................................................................................................................44 10.03 Resident Project Representative.............................................................................................44 10.04 Engineer's Authority...............................................................................................................44 10.05 Determinations for Unit Price Work.......................................................................................45 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work...................45 10.07 Limitations on Engineer's Authority and Responsibilities ......................................................45 10.08 Compliance with Safety Program............................................................................................45 Article 11—Changes to the Contract..........................................................................................................46 11.01 Amending and Supplementing the Contract..........................................................................46 11.02 Change Orders ........................................................................................................................46 11.03 Work Change Directives..........................................................................................................46 11.04 Field Orders.............................................................................................................................47 11.05 Owner-Authorized Changes in the Work................................................................................47 11.06 Unauthorized Changes in the Work........................................................................................47 11.07 Change of Contract Price ........................................................................................................47 11.08 Change of Contract Times.......................................................................................................49 11.09 Change Proposals....................................................................................................................49 11.10 Notification to Surety..............................................................................................................50 EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. TOC Page 3 of 5 Article12—Claims.......................................................................................................................................50 12.01 Claims......................................................................................................................................50 Article 13—Cost of the Work; Allowances; Unit Price Work......................................................................51 13.01 Cost of the Work.....................................................................................................................51 13.02 Allowances..............................................................................................................................55 13.03 Unit Price Work.......................................................................................................................55 Article 14—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................56 14.01 Access to Work........................................................................................................................56 14.02 Tests, Inspections, and Approvals...........................................................................................56 14.03 Defective Work .......................................................................................................................57 14.04 Acceptance of Defective Work................................................................................................58 14.05 Uncovering Work....................................................................................................................58 14.06 Owner May Stop the Work.....................................................................................................58 14.07 Owner May Correct Defective Work.......................................................................................59 Article 15—Payments to Contractor; Set-Offs; Completion; Correction Period ........................................59 15.01 Progress Payments..................................................................................................................59 15.02 Contractor's Warranty of Title................................................................................................62 15.03 Substantial Completion...........................................................................................................62 15.04 Partial Use or Occupancy........................................................................................................63 15.05 Final Inspection.......................................................................................................................64 15.06 Final Payment..........................................................................................................................64 15.07 Waiver of Claims.....................................................................................................................65 15.08 Correction Period....................................................................................................................66 Article 16—Suspension of Work and Termination .....................................................................................67 16.01 Owner May Suspend Work.....................................................................................................67 16.02 Owner May Terminate for Cause............................................................................................67 16.03 Owner May Terminate for Convenience.................................................................................68 16.04 Contractor May Stop Work or Terminate...............................................................................68 Article 17—Final Resolution of Disputes....................................................................................................69 17.01 Methods and Procedures........................................................................................................69 Article18—Miscellaneous..........................................................................................................................69 18.01 Giving Notice...........................................................................................................................69 18.02 Computation of Times.............................................................................................................69 EJCDC1 C-700,Standard General Conditions of the Construction Contract. Copyrights 2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. TOC Page 4 of 5 18.03 Cumulative Remedies .............................................................................................................70 18.04 Limitation of Damages............................................................................................................70 18.05 No Waiver...............................................................................................................................70 18.06 Survival of Obligations............................................................................................................70 18.07 Controlling Law.......................................................................................................................70 18.08 Assignment of Contract...........................................................................................................70 18.09 Successors and Assigns...........................................................................................................70 18.10 Headings..................................................................................................................................70 E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. TOC Page 5 of 5 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Bidding Requirements or Contract Documents, a term printed with initial capital letters, including the term's singular and plural forms, will have the meaning indicated in the definitions below. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement—The written instrument, executed by Owner and Contractor,that sets forth the Contract Price and Contract Times, identifies the parties and the Engineer, and designates the specific items that are Contract Documents. 3. Application for Payment—The document prepared by Contractor, in a form acceptable to Engineer,to request progress or final payments, and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 4. Bid—The offer of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 5. Bidder—An individual or entity that submits a Bid to Owner. 6. Bidding Documents—The Bidding Requirements, the proposed Contract Documents, and all Addenda. 7. Bidding Requirements—The Advertisement or invitation to bid, Instructions to Bidders, Bid Bond or other Bid security, if any,the Bid Form, and the Bid with any attachments. 8. Change Order—A document which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times,or other revision to the Contract, issued on or after the Effective Date of the Contract. 9. Change Proposal—A written request by Contractor, duly submitted in compliance with the procedural requirements set forth herein,seeking an adjustment in Contract Price or Contract Times;contesting an initial decision by Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; challenging a set-off against payments due; or seeking other relief with respect to the terms of the Contract. 10. Claim a. A demand or assertion by Owner directly to Contractor,duly submitted in compliance with the procedural requirements set forth herein,seeking an adjustment of Contract Price or Contract Times; contesting an initial decision by Engineer concerning the EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 1 of 70 requirements of the Contract Documents or the acceptability of Work under the Contract Documents; contesting Engineer's decision regarding a Change Proposal; seeking resolution of a contractual issue that Engineer has declined to address; or seeking other relief with respect to the terms of the Contract. b. A demand or assertion by Contractor directly to Owner,duly submitted in compliance with the procedural requirements set forth herein, contesting Engineer's decision regarding a Change Proposal, or seeking resolution of a contractual issue that Engineer has declined to address. c. A demand or assertion by Owner or Contractor, duly submitted in compliance with the procedural requirements set forth herein,made pursuant to Paragraph 12.01.A.4, concerning disputes arising after Engineer has issued a recommendation of final payment. d. A demand for money or services by a third party is not a Claim. 11. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), lead-based paint (as defined by the HUD/EPA standard), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to Laws and Regulations regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous,toxic, or dangerous waste, substance, or material. 12. Contract—The entire and integrated written contract between Owner and Contractor concerning the Work. 13. Contract Documents—Those items so designated in the Agreement, and which together comprise the Contract. 14. Contract Price—The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 15. Contract Times—The number of days or the dates by which Contractor shall: (a) achieve Milestones, if any; (b)achieve Substantial Completion; and (c) complete the Work. 16. Contractor—The individual or entity with which Owner has contracted for performance of the Work. 17. Cost of the Work—See Paragraph 13.01 for definition. 18. Drawings—The part of the Contract that graphically shows the scope, extent, and character of the Work to be performed by Contractor. 19. Effective Date of the Contract—The date, indicated in the Agreement, on which the Contract becomes effective. 20. Electronic Document—Any Project-related correspondence, attachments to correspondence, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals,that are in an electronic or digital format. 21. Electronic Means—Electronic mail (email), upload/download from a secure Project website, or other communications methods that allow: (a) the transmission or communication of Electronic Documents; (b) the documentation of transmissions, including sending and receipt; (c) printing of the transmitted Electronic Document by the EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyrightm 2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 2 of 70 recipient; (d) the storage and archiving of the Electronic Document by sender and recipient; and (e)the use by recipient of the Electronic Document for purposes permitted by this Contract. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents. 22. Engineer—The individual or entity named as such in the Agreement. 23. Field Order—A written order issued by Engineer which requires minor changes in the Work but does not change the Contract Price or the Contract Times. 24. Hazardous Environmental Condition—The presence at the Site of Constituents of Concern in such quantities or circumstances that may present a danger to persons or property exposed thereto. a. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated into the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract, is not a Hazardous Environmental Condition. b. The presence of Constituents of Concern that are to be removed or remediated as part of the Work is not a Hazardous Environmental Condition. c. The presence of Constituents of Concern as part of the routine, anticipated, and obvious working conditions at the Site, is not a Hazardous Environmental Condition. 25. Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and binding decrees, resolutions, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 26. Liens—Charges, security interests, or encumbrances upon Contract-related funds, real property, or personal property. 27. Milestone—A principal event in the performance of the Work that the Contract requires Contractor to achieve by an intermediate completion date, or by a time prior to Substantial Completion of all the Work. 28. Notice of Award—The written notice by Owner to a Bidder of Owner's acceptance of the Bid. 29. Notice to Proceed—A written notice by Owner to Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start to perform the Work. 30. Owner—The individual or entity with which Contractor has contracted regarding the Work,and which has agreed to pay Contractor for the performance of the Work,pursuant to the terms of the Contract. 31. Progress Schedule—A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising Contractor's plan to accomplish the Work within the Contract Times. 32. Project—The total undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the Work to be performed under the Contract Documents is a part. E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 3 of 70 33. Resident Project Representative—The authorized representative of Engineer assigned to assist Engineer at the Site.As used herein,the term Resident Project Representative(RPR) includes any assistants or field staff of Resident Project Representative. 34. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged. 35. Schedule of Submittals—A schedule, prepared and maintained by Contractor,of required submittals and the time requirements for Engineer's review of the submittals. 36. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 37. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work.Shop Drawings,whether approved or not, are not Drawings and are not Contract Documents. 38. Site—Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements, and such other lands or areas furnished by Owner which are designated for the use of Contractor. 39. Specifications—The part of the Contract that consists of written requirements for materials, equipment,systems,standards,and workmanship as applied to the Work,and certain administrative requirements and procedural matters applicable to the Work. 40. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work. 41. Submittal—A written or graphic document, prepared by or for Contractor, which the Contract Documents require Contractor to submit to Engineer, or that is indicated as a Submittal in the Schedule of Submittals accepted by Engineer. Submittals may include Shop Drawings and Samples; schedules; product data; Owner-delegated designs; sustainable design information; information on special procedures; testing plans; results of tests and evaluations, source quality-control testing and inspections, and field or Site quality-control testing and inspections; warranties and certifications; Suppliers' instructions and reports; records of delivery of spare parts and tools; operations and maintenance data; Project photographic documentation; record documents; and other such documents required by the Contract Documents. Submittals, whether or not approved or accepted by Engineer, are not Contract Documents. Change Proposals, Change Orders,Claims, notices,Applications for Payment,and requests for interpretation or clarification are not Submittals. 42. Substantial Completion—The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents,so that the Work(or a specified part thereof)can be utilized forthe purposes for which it is intended. The terms"substantially complete"and"substantially completed"as applied to all or part of the Work refer to Substantial Completion of such Work. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright©2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 4 of 70 43. Successful Bidder—The Bidder to which the Owner makes an award of contract. 44. Supplementary Conditions—The part of the Contract that amends or supplements these General Conditions. 45. Supplier—A manufacturer, fabricator, supplier, distributor, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor. 46. Technical Data a. Those items expressly identified as Technical Data in the Supplementary Conditions, with respect to either (1) existing subsurface conditions at or adjacent to the Site, or existing physical conditions at or adjacent to the Site including existing surface or subsurface structures (except Underground Facilities) or (2) Hazardous Environmental Conditions at the Site. b. If no such express identifications of Technical Data have been made with respect to conditions at the Site, then Technical Data is defined, with respect to conditions at the Site under Paragraphs 5.03, 5.04, and 5.06, as the data contained in boring logs, recorded measurements of subsurface water levels, assessments of the condition of subsurface facilities, laboratory test results, and other factual, objective information regarding conditions at the Site that are set forth in any geotechnical,environmental, or other Site or facilities conditions report prepared for the Project and made available to Contractor. c. Information and data regarding the presence or location of Underground Facilities are not intended to be categorized, identified, or defined as Technical Data, and instead Underground Facilities are shown or indicated on the Drawings. 47. Underground Facilities—All active or not-in-service underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the Site,including but not limited to those facilities or systems that produce, transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. An abandoned facility or system is not an Underground Facility. 48. Unit Price Work—Work to be paid for on the basis of unit prices. 49. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start-up, and commissioning, all as required by the Contract Documents. 50. Work Change Directive—A written directive to Contractor issued on or after the Effective Date of the Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page S of 70 1.02 Terminology A. The words and terms discussed in Paragraphs 1.02.B, C, D, and E are not defined terms that require initial capital letters, but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. Intent of Certain Terms orAdjectives:The Contract Documents include the terms"as allowed," "as approved," "as ordered," "as directed" or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work, or any duty or authority to undertake responsibility contrary to the provisions of Article 10 or any other provision of the Contract Documents. C. Day:The word "day" means a calendar day of 24 hours measured from midnight to the next midnight. D. Defective: The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory,faulty, or deficient in that it: 1. does not conform to the Contract Documents; 2. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or 3. has been damaged prior to Engineer's recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 15.03 or Paragraph 15.04). E. Furnish, Install, Perform, Provide 1. The word "furnish," when used in connection with services, materials, or equipment, means to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word "install," when used in connection with services, materials, or equipment, means to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words "perform" or "provide," when used in connection with services, materials, or equipment, means to furnish and install said services, materials, or equipment complete and ready for intended use. 4. If the Contract Documents establish an obligation of Contractor with respect to specific services, materials, or equipment, but do not expressly use any of the four words "furnish," "install," "perform," or"provide,"then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 6 of 70 F. Contract Price or Contract Times:References to a change in"Contract Price or Contract Times" or "Contract Times or Contract Price" or similar, indicate that such change applies to (1)Contract Price, (2) Contract Times, or (3) both Contract Price and Contract Times, as warranted, even if the term "or both" is not expressed. G. Unless stated otherwise in the Contract Documents,words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2—PRELIMINARY MATTERS 2.01 Delivery of Performance and Payment Bonds,Evidence of Insurance A. Performance and Payment Bonds: When Contractor delivers the signed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner the performance bond and payment bond (if the Contract requires Contractor to furnish such bonds). B. Evidence of Contractor's Insurance: When Contractor delivers the signed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner, with copies to each additional insured (as identified in the Contract), the certificates, endorsements, and other evidence of insurance required to be provided by Contractor in accordance with Article 6, except to the extent the Supplementary Conditions expressly establish other dates for delivery of specific insurance policies. C. Evidence of Owner's Insurance:After receipt of the signed counterparts of the Agreement and all required bonds and insurance documentation,Owner shall promptly deliver to Contractor, with copies to each additional insured(as identified in the Contract),the certificates and other evidence of insurance required to be provided by Owner under Article 6. 2.02 Copies of Documents A. Owner shall furnish to Contractor four printed copies of the Contract (including one fully signed counterpart of the Agreement),and one copy in electronic portable document format (PDF).Additional printed copies will be furnished upon request at the cost of reproduction. B. Owner shall maintain and safeguard at least one original printed record version of the Contract, including Drawings and Specifications signed and sealed by Engineer and other design professionals. Owner shall make such original printed record version of the Contract available to Contractor for review. Owner may delegate the responsibilities under this provision to Engineer. 2.03 Before Starting Construction A. Preliminary Schedules:Within 10 days after the Effective Date of the Contract(or as otherwise required by the Contract Documents), Contractor shall submit to Engineer for timely review: 1. a preliminary Progress Schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract; 2. a preliminary Schedule of Submittals; and 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdivides the Work EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 7 of 70 into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.04 Preconstruction Conference;Designation of Authorized Representatives A. Before any Work at the Site is started,a conference attended by Owner,Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work, and to discuss the schedules referred to in Paragraph 2.03.A, procedures for handling Shop Drawings,Samples,and other Submittals,processing Applications for Payment, electronic or digital transmittals, and maintaining required records. B. At this conference Owner and Contractor each shall designate, in writing,a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party. 2.05 Acceptance of Schedules A. At least 10 days before submission of the first Application for Payment a conference,attended by Contractor, Engineer, and others as appropriate, will be held to review the schedules submitted in accordance with Paragraph 2.03.A. No progress payment will be made to Contractor until acceptable schedules are submitted to Engineer. 1. The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance will not impose on Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work, nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2. Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor's Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to the component parts of the Work. 4. If a schedule is not acceptable, Contractor will have an additional 10 days to revise and resubmit the schedule. 2.06 Electronic Transmittals A. Except as otherwise stated elsewhere in the Contract, the Owner, Engineer, and Contractor may send, and shall accept, Electronic Documents transmitted by Electronic Means. B. If the Contract does not establish protocols for Electronic Means,then Owner, Engineer, and Contractor shall jointly develop such protocols. C. Subject to any governing protocols for Electronic Means, when transmitting Electronic Documents by Electronic Means,the transmitting party makes no representations as to long- term compatibility, usability, or readability of the Electronic Documents resulting from the recipient's use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the Electronic Documents. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 8 of 70 ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one Contract Document is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete Project(or part thereof)to be constructed in accordance with the Contract Documents. C. Unless otherwise stated in the Contract Documents, if there is a discrepancy between the electronic versions of the Contract Documents (including any printed copies derived from such electronic versions) and the printed record version, the printed record version will govern. D. The Contract supersedes prior negotiations, representations, and agreements, whether written or oral. E. Engineer will issue clarifications and interpretations of the Contract Documents as provided herein. F. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation will be deemed stricken, and all remaining provisions will continue to be valid and binding upon Owner and Contractor,which agree that the Contract Documents will be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. G. Nothing in the Contract Documents creates: 1. any contractual relationship between Owner or Engineer and any Subcontractor, Supplier, or other individual or entity performing or furnishing any of the Work, for the benefit of such Subcontractor, Supplier,or other individual or entity; or 2. any obligation on the part of Owner or Engineer to pay or to see to the payment of any money due any such Subcontractor,Supplier, or other individual or entity, except as may otherwise be required by Laws and Regulations. 3.02 Reference Standards A. Standards Specifications, Codes, Laws and Regulations 1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, means the standard specification, manual, reference standard, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Contract if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard specification,manual, reference standard,or code,and no instruction of a Supplier, will be effective to change the duties or responsibilities of Owner, Contractor, or Engineer from those set forth in the part of the Contract Documents prepared by or for Engineer.No such provision or instruction shall be effective to assign to Owner or Engineer any duty or authority to supervise or direct the performance of the Work, or any duty or authority to undertake responsibility EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 9 of 70 inconsistent with the provisions of the part of the Contract Documents prepared by or for Engineer. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies 1. Contractor's Verification of Figures and Field Measurements: Before undertaking each part of the Work,Contractor shall carefully study the Contract Documents,and check and verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall not proceed with any Work affected thereby until the conflict, error,ambiguity, or discrepancy is resolved by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract issued pursuant to Paragraph 11.01. 2. Contractor's Review of Contract Documents: If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 7.15) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract issued pursuant to Paragraph 11.01. 3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict,error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof. B. Resolving Discrepancies 1. Except as may be otherwise specifically stated in the Contract Documents,the provisions of the part of the Contract Documents prepared by or for Engineer take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and: a. the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier(whether or not specifically incorporated by reference as a Contract Document); or b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Requirements of the Contract Documents A. During the performance of the Work and until final payment, Contractor and Owner shall submit to the Engineer in writing all matters in question concerning the requirements of the Contract Documents (sometimes referred to as requests for information or interpretation— RFIs), or relating to the acceptability of the Work under the Contract Documents, as soon as possible after such matters arise. Engineer will be the initial interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 10 of 70 B. Engineer will, with reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Contract Documents. Engineer's written clarification, interpretation, or decision will be final and binding on Contractor, unless it appeals by submitting a Change Proposal, and on Owner, unless it appeals by filing a Claim. C. If a submitted matter in question concerns terms and conditions of the Contract Documents that do not involve (1) the performance or acceptability of the Work under the Contract Documents, (2) the design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, then Engineer will promptly notify Owner and Contractor in writing that Engineer is unable to provide a decision or interpretation. If Owner and Contractor are unable to agree on resolution of such a matter in question, either party may pursue resolution as provided in Article 12. 3.05 Reuse of Documents A. Contractor and its Subcontractors and Suppliers shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or its consultants, including electronic media versions, or reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaptation by Engineer; or 2. have or acquire any title or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without Owner's express written consent, or violate any copyrights pertaining to such Contract Documents. B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein precludes Contractor from retaining copies of the Contract Documents for record purposes. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Times;Notice to Proceed A. The Contract Times will commence to run on the 30th day after the Effective Date of the Contract or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Contract. In no event will the Contract Times commence to run later than the 60th day after the day of Bid opening or the 30th day after the Effective Date of the Contract, whichever date is earlier. 4.02 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Times commence to run. No Work may be done at the Site prior to such date. 4.03 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 11 of 70 established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.05 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer for acceptance (to the extent indicated in Paragraph 2.05) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times must be submitted in accordance with the requirements of Article 11. B. Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work will be delayed or postponed pending resolution of any disputes or disagreements, or during any appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree in writing. 4.05 Delays in Contractor's Progress A. If Owner, Engineer, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in Contract Price or Contract Times. B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption, and interference attributable to and within the control of a Subcontractor or Supplier shall be deemed to be within the control of Contractor. C. If Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of Owner,Contractor,and those for which they are responsible, then Contractor shall be entitled to an equitable adjustment in Contract Times.Such an adjustment will be Contractor's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. Causes of delay,disruption, or interference that may give rise to an adjustment in Contract Times under this paragraph include but are not limited to the following: 1. Severe and unavoidable natural catastrophes such as fires, floods, epidemics, and earthquakes; 2. Abnormal weather conditions; 3. Acts or failures to act of third-party utility owners or other third-party entities(other than those third-party utility owners or other third-party entities performing other work at or adjacent to the Site as arranged by or under contract with Owner, as contemplated in Article 8); and 4. Acts of war or terrorism. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 12 of 70 D. Contractor's entitlement to an adjustment of Contract Times or Contract Price is limited as follows: 1. Contractor's entitlement to an adjustment of the Contract Times is conditioned on the delay, disruption, or interference adversely affecting an activity on the critical path to completion of the Work,as of the time of the delay, disruption, or interference. 2. Contractor shall not be entitled to an adjustment in Contract Price for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor. Such a concurrent delay by Contractor shall not preclude an adjustment of Contract Times to which Contractor is otherwise entitled. 3. Adjustments of Contract Times or Contract Price are subject to the provisions of Article 11. E. Each Contractor request or Change Proposal seeking an increase in Contract Times or Contract Price must be supplemented by supporting data that sets forth in detail the following: 1. The circumstances that form the basis for the requested adjustment; 2. The date upon which each cause of delay, disruption, or interference began to affect the progress of the Work; 3. The date upon which each cause of delay,disruption,or interference ceased to affect the progress of the Work; 4. The number of days' increase in Contract Times claimed as a consequence of each such cause of delay, disruption, or interference; and 5. The impact on Contract Price, in accordance with the provisions of Paragraph 11.07. Contractor shall also furnish such additional supporting documentation as Owner or Engineer may require including, where appropriate, a revised progress schedule indicating all the activities affected by the delay, disruption, or interference, and an explanation of the effect of the delay, disruption, or interference on the critical path to completion of the Work. F. Delays, disruption, and interference to the performance or progress of the Work resulting from the existence of a differing subsurface or physical condition, an Underground Facility that was not shown or indicated by the Contract Documents, or not shown or indicated with reasonable accuracy, and those resulting from Hazardous Environmental Conditions, are governed by Article 5,together with the provisions of Paragraphs 4.05.1)and 4.05.E. G. Paragraph 8.03 addresses delays,disruption,and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site. ARTICLE S—SITE; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands A. Owner shall furnish the Site. Owner shall notify Contractor in writing of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. E1CDC11 C-700,Standard General Conditions of the Construction Contract. Copyrightm 2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of civil Engineers.All rights reserved. Page 13 of 70 B. Upon reasonable written request,Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which permanent improvements are to be made and Owner's interest therein as necessary for giving notice of or filing a mechanic's or construction lien against such lands in accordance with applicable Laws and Regulations. C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas 1. Contractor shall confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and such other adjacent areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for(a) damage to the Site; (b) damage to any such other adjacent areas used for Contractor's operations; (c) damage to any other adjacent land or areas, or to improvements, structures, utilities, or similar facilities located at such adjacent lands or areas; and (d) for injuries and losses sustained by the owners or occupants of any such land or areas; provided that such damage or injuries result from the performance of the Work or from other actions or conduct of the Contractor or those for which Contractor is responsible. 2. If a damage or injury claim is made by the owner or occupant of any such land or area because of the performance of the Work, or because of other actions or conduct of the Contractor or those for which Contractor is responsible, Contractor shall (a) take immediate corrective or remedial action as required by Paragraph 7.13,or otherwise; (b) promptly attempt to settle the claim as to all parties through negotiations with such owner or occupant, or otherwise resolve the claim by arbitration or other dispute resolution proceeding,or in a court of competent jurisdiction;and (c)to the fullest extent permitted by Laws and Regulations, indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them,from and against any such claim, and against all costs, losses,and damages (including but not limited to all fees and charges of engineers, architects,attorneys,and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused directly or indirectly, in whole or in part by, or based upon, Contractor's performance of the Work, or because of other actions or conduct of the Contractor or those for which Contractor is responsible. B. Removal of Debris During Performance of the Work: During the progress of the Work the Contractor shall keep the Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris will conform to applicable Laws and Regulations. C. Cleaning: Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the completion of the Work Contractor shall remove from the Site and adjacent areas all tools, appliances, construction equipment EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 14 of 70 and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents. D. Loading of Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent structures or land to stresses or pressures that will endanger them. 5.03 Subsurface and Physical Conditions A. Reports and Drawings:The Supplementary Conditions identify: 1. Those reports of explorations and tests of subsurface conditions at or adjacent to the Site that contain Technical Data; 2. Those drawings of existing physical conditions at or adjacent to the Site, including those drawings depicting existing surface or subsurface structures at or adjacent to the Site (except Underground Facilities),that contain Technical Data; and 3. Technical Data contained in such reports and drawings. B. Underground Facilities: Underground Facilities are shown or indicated on the Drawings, pursuant to Paragraph 5.05, and not in the drawings referred to in Paragraph 5.03.A. Information and data regarding the presence or location of Underground Facilities are not intended to be categorized, identified, or defined as Technical Data. C. Reliance by Contractor on Technical Data: Contractor may rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract Documents. If no such express identification has been made, then Contractor may rely upon the accuracy of the Technical Data as defined in Paragraph 1.01.A.46.b. D. Limitations of Other Data and Documents: Except for such reliance on Technical Data, Contractor may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; 2. other data,interpretations,opinions,and information contained in such reports or shown or indicated in such drawings; 3. the contents of other Site-related documents made available to Contractor, such as record drawings from other projects at or adjacent to the Site, or Owner's archival documents concerning the Site; or 4. any Contractor interpretation of or conclusion drawn from any Technical Data or any such other data, interpretations,opinions, or information. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 15 of 70 5.04 Differing Subsurface or Physical Conditions A. Notice by Contractor: If Contractor believes that any subsurface or physical condition that is uncovered or revealed at the Site: 1. is of such a nature as to establish that any Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. is of such a nature as to require a change in the Drawings or Specifications; 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith(except in an emergency as required by Paragraph 7.15), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except with respect to an emergency) until receipt of a written statement permitting Contractor to do so. B. Engineer's Review: After receipt of written notice as required by the preceding paragraph, Engineer will promptly review the subsurface or physical condition in question; determine whether it is necessary for Owner to obtain additional exploration or tests with respect to the condition; conclude whether the condition falls within any one or more of the differing site condition categories in Paragraph 5.04.A; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question and the need for any change in the Drawings or Specifications; and advise Owner in writing of Engineer's findings, conclusions,and recommendations. C. Owner's Statement to Contractor Regarding Site Condition:After receipt of Engineer's written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor (with a copy to Engineer) regarding the subsurface or physical condition in question, addressing the resumption of Work in connection with such condition, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer's written findings, conclusions,and recommendations, in whole or in part. D. Early Resumption of Work: If at any time Engineer determines that Work in connection with the subsurface or physical condition in question may resume prior to completion of Engineer's review or Owner's issuance of its statement to Contractor, because the condition in question has been adequately documented, and analyzed on a preliminary basis, then the Engineer may at its discretion instruct Contractor to resume such Work. E. Possible Price and Times Adjustments 1. Contractor shall be entitled to an equitable adjustment in Contract Price or Contract Times, to the extent that the existence of a differing subsurface or physical condition, or any related delay, disruption, or interference, causes an increase or decrease in EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 16 of 70 Contractor's cost of,or time required for, performance of the Work;subject, however,to the following: a. Such condition must fall within any one or more of the categories described in Paragraph 5.04.A; b. With respect to Work that is paid for on a unit price basis,any adjustment in Contract Price will be subject to the provisions of Paragraph 13.03; and, c. Contractor's entitlement to an adjustment of the Contract Times is subject to the provisions of Paragraphs 4.05.1)and 4.05.E. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of such condition at the time Contractor made a commitment to Owner with respect to Contract Price and Contract Times by the submission of a Bid or becoming bound under a negotiated contract, or otherwise; b. The existence of such condition reasonably could have been discovered or revealed as a result of any examination, investigation,exploration,test,or study of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such commitment; or c. Contractor failed to give the written notice required by Paragraph 5.04.A. 3. If Owner and Contractor agree regarding Contractor's entitlement to and the amount or extent of any adjustment in the Contract Price or Contract Times, then any such adjustment will be set forth in a Change Order. 4. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of any adjustment in the Contract Price or Contract Times, no later than 30 days after Owner's issuance of the Owner's written statement to Contractor regarding the subsurface or physical condition in question. F. Underground Facilities, Hazardous Environmental Conditions: Paragraph 5.05 governs rights and responsibilities regarding the presence or location of Underground Facilities. Paragraph 5.06 governs rights and responsibilities regarding Hazardous Environmental Conditions.The provisions of Paragraphs 5.03 and 5.04 are not applicable to the presence or location of Underground Facilities, or to Hazardous Environmental Conditions. 5.05 Underground Facilities A. Contractor's Responsibilities: Unless it is otherwise expressly provided in the Supplementary Conditions, the cost of all of the following are included in the Contract Price, and Contractor shall have full responsibility for: 1. reviewing and checking all information and data regarding existing Underground Facilities at the Site; 2. complying with applicable state and local utility damage prevention Laws and Regulations; EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 17 of 70 3. verifying the actual location of those Underground Facilities shown or indicated in the Contract Documents as being within the area affected by the Work, by exposing such Underground Facilities during the course of construction; 4. coordination of the Work with the owners (including Owner) of such Underground Facilities, during construction; and 5. the safety and protection of all existing Underground Facilities at the Site, and repairing any damage thereto resulting from the Work. B. Notice by Contractor: If Contractor believes that an Underground Facility that is uncovered or revealed at the Site was not shown or indicated on the Drawings, or was not shown or indicated on the Drawings with reasonable accuracy, then Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.15), notify Owner and Engineer in writing regarding such Underground Facility. C. Engineer's Review: Engineer will: 1. promptly review the Underground Facility and conclude whether such Underground Facility was not shown or indicated on the Drawings, or was not shown or indicated with reasonable accuracy; 2. identify and communicate with the owner of the Underground Facility; prepare recommendations to Owner (and if necessary issue any preliminary instructions to Contractor) regarding the Contractor's resumption of Work in connection with the Underground Facility in question; 3. obtain any pertinent cost or schedule information from Contractor;determine the extent, if any, to which a change is required in the Drawings or Specifications to reflect and document the consequences of the existence or location of the Underground Facility;and 4. advise Owner in writing of Engineer's findings, conclusions, and recommendations. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. D. Owner's Statement to Contractor Regarding Underground Facility:After receipt of Engineer's written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor (with a copy to Engineer) regarding the Underground Facility in question addressing the resumption of Work in connection with such Underground Facility, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer's written findings, conclusions,and recommendations in whole or in part. E. Early Resumption of Work: If at any time Engineer determines that Work in connection with the Underground Facility may resume prior to completion of Engineer's review or Owner's issuance of its statement to Contractor, because the Underground Facility in question and conditions affected by its presence have been adequately documented, and analyzed on a preliminary basis,then the Engineer may at its discretion instruct Contractor to resume such Work. F. Possible Price and Times Adjustments 1. Contractor shall be entitled to an equitable adjustment in the Contract Price or Contract Times,to the extent that any existing Underground Facility at the Site that was not shown E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 18 of 70 or indicated on the Drawings, or was not shown or indicated with reasonable accuracy, or any related delay, disruption, or interference, causes an increase or decrease in Contractor's cost of,or time required for, performance of the Work;subject, however,to the following: a. With respect to Work that is paid for on a unit price basis,any adjustment in Contract Price will be subject to the provisions of Paragraph 13.03; b. Contractor's entitlement to an adjustment of the Contract Times is subject to the provisions of Paragraphs 4.05.D and 4.05.E; and c. Contractor gave the notice required in Paragraph 5.05.13. 2. If Owner and Contractor agree regarding Contractor's entitlement to and the amount or extent of any adjustment in the Contract Price or Contract Times, then any such adjustment will be set forth in a Change Order. 3. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of any adjustment in the Contract Price or Contract Times, no later than 30 days after Owner's issuance of the Owner's written statement to Contractor regarding the Underground Facility in question. 4. The information and data shown or indicated on the Drawings with respect to existing Underground Facilities at the Site is based on information and data (a) furnished by the owners of such Underground Facilities,or by others, (b) obtained from available records, or (c) gathered in an investigation conducted in accordance with the current edition of ASCE 38,Standard Guideline forthe Collection and Depiction of Existing Subsurface Utility Data, by the American Society of Civil Engineers. If such information or data is incorrect or incomplete, Contractor's remedies are limited to those set forth in this Paragraph 5.05.F. 5.06 Hazardous Environmental Conditions at Site A. Reports and Drawings:The Supplementary Conditions identify: 1. those reports known to Owner relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; 2. drawings known to Owner relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; and 3. Technical Data contained in such reports and drawings. B. Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract Documents. If no such express identification has been made, then Contractor may rely on the accuracy of the Technical Data as defined in Paragraph 1.01.A.46.b. Except for such reliance on Technical Data, Contractor may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors,with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to,any aspects of the means,methods,techniques,sequences and procedures EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 19 of 70 of construction to be employed by Contractor, and safety precautions and programs incident thereto; 2. other data,interpretations,opinions,and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any Technical Data or any such other data, interpretations,opinions or information. C. Contractor shall not be responsible for removing or remediating any Hazardous Environmental Condition encountered, uncovered, or revealed at the Site unless such removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work. D. Contractor shall be responsible for controlling, containing,and duly removing all Constituents of Concern brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible, and for any associated costs; and for the costs of removing and remediating any Hazardous Environmental Condition created by the presence of any such Constituents of Concern. E. If Contractor encounters, uncovers, or reveals a Hazardous Environmental Condition whose removal or remediation is not expressly identified in the Contract Documents as being within the scope of the Work, or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, then Contractor shall immediately: (1) secure or otherwise isolate such condition; (2) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 7.15); and (3) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any. Promptly after consulting with Engineer, Owner shall take such actions as are necessary to permit Owner to timely obtain required permits and provide Contractor the written notice required by Paragraph 5.06.F. If Contractor or anyone for whom Contractor is responsible created the Hazardous Environmental Condition in question,then Owner may remove and remediate the Hazardous Environmental Condition, and impose a set-off against payments to account for the associated costs. F. Contractor shall not resume Work in connection with such Hazardous Environmental Condition or in any affected area until after Owner has obtained any required permits related thereto, and delivered written notice to Contractor either (1) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (2) specifying any special conditions under which such Work may be resumed safely. G. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent,if any, of any adjustment in Contract Price or Contract Times,as a result of such Work stoppage,such special conditions under which Work is agreed to be resumed by Contractor, or any costs or expenses incurred in response to the Hazardous Environmental Condition, then within 30 days of Owner's written notice regarding the resumption of Work, Contractor may submit a Change Proposal, or Owner may impose a set-off. Entitlement to any such adjustment is subject to the provisions of Paragraphs 4.05.D, 4.05.E, 11.07, and 11.08. H. If, after receipt of such written notice,Contractor does not agree to resume such Work based on a reasonable belief it is unsafe,or does not agree to resume such Work under such special EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 20 of 70 conditions,then Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the Work, following the contractual change procedures in Article 11. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. I. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them,from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers,architects, attorneys,and other professionals, and all court,arbitration, or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition, provided that such Hazardous Environmental Condition (1) was not shown or indicated in the Drawings, Specifications, or other Contract Documents, identified as Technical Data entitled to limited reliance pursuant to Paragraph 5.06.B, or identified in the Contract Documents to be included within the scope of the Work, and (2)was not created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.1 obligates Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. J. To the fullest extent permitted by Laws and Regulations,Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them,from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the failure to control, contain, or remove a Constituent of Concern brought to the Site by Contractor or by anyone for whom Contractor is responsible,or to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.J obligates Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. K. The provisions of Paragraphs 5.03,5.04,and 5.05 do not apply to the presence of Constituents of Concern or to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 6-130NDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Contractor shall furnish a performance bond and a payment bond,each in an amount at least equal to the Contract Price, as security for the faithful performance and payment of Contractor's obligations under the Contract.These bonds must remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 15.08, whichever is later, except as provided otherwise by Laws or Regulations, the terms of a prescribed bond form, the Supplementary Conditions, or other provisions of the Contract. B. Contractor shall also furnish such other bonds (if any) as are required by the Supplementary Conditions or other provisions of the Contract. C. All bonds must be in the form included in the Bidding Documents or otherwise specified by Owner prior to execution of the Contract, except as provided otherwise by Laws or EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 21 of 70 Regulations, and must be issued and signed by a surety named in "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Department Circular 570 (as amended and supplemented) by the Bureau of the Fiscal Service, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual's authority to bind the surety. The evidence of authority must show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond. D. Contractor shall obtain the required bonds from surety companies that are duly licensed or authorized, in the state or jurisdiction in which the Project is located, to issue bonds in the required amounts. E. If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent,or the surety ceases to meet the requirements above, then Contractor shall promptly notify Owner and Engineer in writing and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which must comply with the bond and surety requirements above. F. If Contractor has failed to obtain a required bond, Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 16. G. Upon request to Owner from any Subcontractor, Supplier, or other person or entity claiming to have furnished labor, services, materials, or equipment used in the performance of the Work, Owner shall provide a copy of the payment bond to such person or entity. H. Upon request to Contractor from any Subcontractor, Supplier, or other person or entity claiming to have furnished labor, services, materials, or equipment used in the performance of the Work, Contractor shall provide a copy of the payment bond to such person or entity. 6.02 Insurance—General Provisions A. Owner and Contractor shall obtain and maintain insurance as required in this article and in the Supplementary Conditions. B. All insurance required by the Contract to be purchased and maintained by Owner or Contractor shall be obtained from insurance companies that are duly licensed or authorized in the state or jurisdiction in which the Project is located to issue insurance policies for the required limits and coverages. Unless a different standard is indicated in the Supplementary Conditions, all companies that provide insurance policies required under this Contract shall have an A.M. Best rating of A-VII or better. C. Alternative forms of insurance coverage, including but not limited to self-insurance and "Occupational Accident and Excess Employer's Indemnity Policies," are not sufficient to meet the insurance requirements of this Contract, unless expressly allowed in the Supplementary Conditions. D. Contractor shall deliver to Owner, with copies to each additional insured identified in the Contract, certificates of insurance and endorsements establishing that Contractor has obtained and is maintaining the policies and coverages required by the Contract. Upon request by Owner or any other insured, Contractor shall also furnish other evidence of such required insurance, including but not limited to copies of policies, documentation of applicable self-insured retentions (if allowed) and deductibles, full disclosure of all relevant exclusions, and evidence of insurance required to be purchased and maintained by EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyrightc 2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 22 of 70 Subcontractors or Suppliers.In any documentation furnished under this provision,Contractor, Subcontractors,and Suppliers may block out (redact) (1) any confidential premium or pricing information and (2) any wording specific to a project or jurisdiction other than those applicable to this Contract. E. Owner shall deliver to Contractor, with copies to each additional insured identified in the Contract, certificates of insurance and endorsements establishing that Owner has obtained and is maintaining the policies and coverages required of Owner by the Contract(if any). Upon request by Contractor or any other insured, Owner shall also provide other evidence of such required insurance (if any), including but not limited to copies of policies, documentation of applicable self-insured retentions (if allowed) and deductibles, and full disclosure of all relevant exclusions. In any documentation furnished under this provision, Owner may block out (redact) (1) any confidential premium or pricing information and (2) any wording specific to a project or jurisdiction other than those relevant to this Contract. F. Failure of Owner or Contractor to demand such certificates or other evidence of the other party's full compliance with these insurance requirements, or failure of Owner or Contractor to identify a deficiency in compliance from the evidence provided,will not be construed as a waiver of the other party's obligation to obtain and maintain such insurance. G. In addition to the liability insurance required to be provided by Contractor, the Owner, at Owner's option, may purchase and maintain Owner's own liability insurance.Owner's liability policies, if any, operate separately and independently from policies required to be provided by Contractor, and Contractor cannot rely upon Owner's liability policies for any of Contractor's obligations to the Owner, Engineer,or third parties. H. Contractor shall require: 1. Subcontractors to purchase and maintain worker's compensation, commercial general liability, and other insurance that is appropriate for their participation in the Project,and to name as additional insureds Owner and Engineer(and any other individuals or entities identified in the Supplementary Conditions as additional insureds on Contractor's liability policies)on each Subcontractor's commercial general liability insurance policy; and 2. Suppliers to purchase and maintain insurance that is appropriate for their participation in the Project. I. If either party does not purchase or maintain the insurance required of such party by the Contract, such party shall notify the other party in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. J. If Contractor has failed to obtain and maintain required insurance, Contractor's entitlement to enter or remain at the Site will end immediately, and Owner may impose an appropriate set-off against payment for any associated costs (including but not limited to the cost of purchasing necessary insurance coverage), and exercise Owner's termination rights under Article 16. K. Without prejudice to any other right or remedy, if a party has failed to obtain required insurance, the other party may elect (but is in no way obligated) to obtain equivalent insurance to protect such other party's interests at the expense of the party who was required to provide such coverage,and the Contract Price will be adjusted accordingly. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 23 of 70 L. Owner does not represent that insurance coverage and limits established in this Contract necessarily will be adequate to protect Contractor or Contractor's interests. Contractor is responsible for determining whether such coverage and limits are adequate to protect its interests, and for obtaining and maintaining any additional insurance that Contractor deems necessary. M. The insurance and insurance limits required herein will not be deemed as a limitation on Contractor's liability,or that of its Subcontractors or Suppliers, under the indemnities granted to Owner and other individuals and entities in the Contract or otherwise. N. All the policies of insurance required to be purchased and maintained under this Contract will contain a provision or endorsement that the coverage afforded will not be canceled, or renewal refused, until at least 10 days prior written notice has been given to the purchasing policyholder. Within three days of receipt of any such written notice, the purchasing policyholder shall provide a copy of the notice to each other insured and Engineer. 6.03 Contractor's Insurance A. Required Insurance: Contractor shall purchase and maintain Worker's Compensation, Commercial General Liability, and other insurance pursuant to the specific requirements of the Supplementary Conditions. B. General Provisions:The policies of insurance required by this Paragraph 6.03 as supplemented must: 1. include at least the specific coverages required; 2. be written for not less than the limits provided,or those required by Laws or Regulations, whichever is greater; 3. remain in effect at least until the Work is complete (as set forth in Paragraph 15.06.D), and longer if expressly required elsewhere in this Contract, and at all times thereafter when Contractor may be correcting, removing,or replacing defective Work as a warranty or correction obligation, or otherwise, or returning to the Site to conduct other tasks arising from the Contract; 4. apply with respect to the performance of the Work, whether such performance is by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work,or by anyone for whose acts any of them may be liable; and 5. include all necessary endorsements to support the stated requirements. C. Additional Insureds: The Contractor's commercial general liability, automobile liability, employer's liability, umbrella or excess, pollution liability, and unmanned aerial vehicle liability policies, if required by this Contract, must: 1. include and list as additional insureds Owner and Engineer,and any individuals or entities identified as additional insureds in the Supplementary Conditions; 2. include coverage for the respective officers, directors, members, partners, employees, and consultants of all such additional insureds; 3. afford primary coverage to these additional insureds for all claims covered thereby (including as applicable those arising from both ongoing and completed operations); EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 24 of 70 4. not seek contribution from insurance maintained by the additional insured; and 5. as to commercial general liability insurance, apply to additional insureds with respect to liability caused in whole or in part by Contractor's acts or omissions, or the acts and omissions of those working on Contractor's behalf, in the performance of Contractor's operations. 6.04 Builder's Risk and Other Property Insurance A. Builder's Risk: Unless otherwise provided in the Supplementary Conditions, Contractor shall purchase and maintain builder's risk insurance upon the Work on a completed value basis, in the amount of the Work's full insurable replacement cost(subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). The specific requirements applicable to the builder's risk insurance are set forth in the Supplementary Conditions. B. Property Insurance for Facilities of Owner Where Work Will Occur: Owner is responsible for obtaining and maintaining property insurance covering each existing structure, building, or facility in which any part of the Work will occur, or to which any part of the Work will attach or be adjoined.Such property insurance will be written on a special perils (all-risk)form, on a replacement cost basis, providing coverage consistent with that required for the builder's risk insurance, and will be maintained until the Work is complete, as set forth in Paragraph 15.06.D. C. Property Insurance for Substantially Complete Facilities: Promptly after Substantial Completion,and before actual occupancy or use of the substantially completed Work,Owner will obtain property insurance for such substantially completed Work, and maintain such property insurance at least until the Work is complete,as set forth in Paragraph 15.06.D.Such property insurance will be written on a special perils (all-risk) form, on a replacement cost basis,and provide coverage consistent with that required for the builder's risk insurance.The builder's risk insurance may terminate upon written confirmation of Owner's procurement of such property insurance. D. Partial Occupancy or Use by Owner: If Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work, as provided in Paragraph 15.04, then Owner (directly, if it is the purchaser of the builder's risk policy, or through Contractor) will provide advance notice of such occupancy or use to the builder's risk insurer, and obtain an endorsement consenting to the continuation of coverage prior to commencing such partial occupancy or use. E. Insurance of Other Property,Additional Insurance: If the express insurance provisions of the Contract do not require or address the insurance of a property item or interest,then the entity or individual owning such property item will be responsible for insuring it. If Contractor elects to obtain other special insurance to be included in or supplement the builder's risk or property insurance policies provided under this Paragraph 6.04, it may do so at Contractor's expense. 6.05 Property Losses,Subrogation A. The builder's risk insurance policy purchased and maintained in accordance with Paragraph 6.04 (or an installation floater policy if authorized by the Supplementary Conditions), will contain provisions to the effect that in the event of payment of any loss or damage the insurer will have no rights of recovery against any insureds thereunder,or against EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 25 of 70 Engineer or its consultants,or their officers,directors,members,partners,employees,agents, consultants, or subcontractors. 1. Owner and Contractor waive all rights against each other and the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils, risks, or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against Engineer, its consultants, all individuals or entities identified in the Supplementary Conditions as builder's risk or installation floater insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, under such policies for losses and damages so caused. 2. None of the above waivers extends to the rights that any party making such waiver may have to the proceeds of insurance held by Owner or Contractor as trustee or fiduciary, or otherwise payable under any policy so issued. B. Any property insurance policy maintained by Owner covering any loss, damage, or consequential loss to Owner's existing structures, buildings, or facilities in which any part of the Work will occur, or to which any part of the Work will attach or adjoin; to adjacent structures, buildings, or facilities of Owner; or to part or all of the completed or substantially completed Work, during partial occupancy or use pursuant to Paragraph 15.04, after Substantial Completion pursuant to Paragraph 15.03, or after final payment pursuant to Paragraph 15.06,will contain provisions to the effect that in the event of payment of any loss or damage the insurer will have no rights of recovery against any insureds thereunder, or against Contractor,Subcontractors,or Engineer,or the officers,directors,members,partners, employees, agents, consultants, or subcontractors of each and any of them, and that the insured is allowed to waive the insurer's rights of subrogation in a written contract executed prior to the loss, damage, or consequential loss. 1. Owner waives all rights against Contractor, Subcontractors, and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them,for all losses and damages caused by,arising out of, or resulting from fire or any of the perils, risks, or causes of loss covered by such policies. C. The waivers in this Paragraph 6.05 include the waiver of rights due to business interruption, loss of use, or other consequential loss extending beyond direct physical loss or damage to Owner's property or the Work caused by,arising out of,or resulting from fire or other insured peril, risk, or cause of loss. D. Contractor shall be responsible for assuring that each Subcontract contains provisions whereby the Subcontractor waives all rights against Owner, Contractor, all individuals or entities identified in the Supplementary Conditions as insureds, the Engineer and its consultants, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them,for all losses and damages caused by,arising out of, relating to, or resulting from fire or other peril, risk, or cause of loss covered by builder's risk insurance, installation floater, and any other property insurance applicable to the Work. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 26 of 70 6.06 Receipt and Application of Property Insurance Proceeds A. Any insured loss under the builder's risk and other policies of property insurance required by Paragraph 6.04 will be adjusted and settled with the named insured that purchased the policy. Such named insured shall act as fiduciary for the other insureds, and give notice to such other insureds that adjustment and settlement of a claim is in progress.Any other insured may state its position regarding a claim for insured loss in writing within 15 days after notice of such claim. B. Proceeds for such insured losses may be made payable by the insurer eitherjointly to multiple insureds, or to the named insured that purchased the policy in its own right and as fiduciary for other insureds, subject to the requirements of any applicable mortgage clause. A named insured receiving insurance proceeds under the builder's risk and other policies of insurance required by Paragraph 6.04 shall maintain such proceeds in a segregated account, and distribute such proceeds in accordance with such agreement as the parties in interest may reach, or as otherwise required under the dispute resolution provisions of this Contract or applicable Laws and Regulations. C. If no other special agreement is reached, Contractor shall repair or replace the damaged Work, using allocated insurance proceeds. ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES 7.01 Contractor's Means and Methods of Construction A. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. If the Contract Documents note, or Contractor determines, that professional engineering or other design services are needed to carry out Contractor's responsibilities for construction means, methods,techniques, sequences, and procedures, or for Site safety, then Contractor shall cause such services to be provided by a properly licensed design professional, at Contractor's expense. Such services are not Owner-delegated professional design services under this Contract, and neither Owner nor Engineer has any responsibility with respect to (1)Contractor's determination of the need for such services, (2)the qualifications or licensing of the design professionals retained or employed by Contractor, (3)the performance of such services, or(4)any errors,omissions,or defects in such services. 7.02 Supervision and Superintendence A. Contractor shall supervise, inspect,and direct the Work competently and efficiently,devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. B. At all times during the progress of the Work, Contractor shall assign a competent resident superintendent who will not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. 7.03 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. Contractor shall maintain good discipline and order at the Site. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American society of Civil Engineers.All rights reserved. Page 27 of 70 B. Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of Contractor's employees; of Suppliers and Subcontractors, and their employees; and of any other individuals or entities performing or furnishing any of the Work, just as Contractor is responsible for Contractor's own acts and omissions. C. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto,and except as otherwise stated in the Contract Documents,all Work at the Site will be performed during regular working hours, Monday through Friday. Contractor will not perform Work on a Saturday,Sunday,or any legal holiday.Contractor may perform Work outside regular working hours or on Saturdays,Sundays,or legal holidays only with Owner's written consent, which will not be unreasonably withheld. 7.04 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities,temporary facilities,and all other facilities and incidentals necessary for the performance, testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents. B. All materials and equipment incorporated into the Work must be new and of good quality, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications will expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment must be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. 7.05 "Or Equals" A. Contractor's Request, Governing Criteria: Whenever an item of equipment or material is specified or described in the Contract Documents by using the names of one or more proprietary items or specific Suppliers, the Contract Price has been based upon Contractor furnishing such item as specified.The specification or description of such an item is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or equal" item is permitted, Contractor may request that Engineer authorize the use of other items of equipment or material, or items from other proposed Suppliers, under the circumstances described below. 1. If Engineer in its sole discretion determines that an item of equipment or material proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, Engineer will deem it an "or equal" item. For the purposes of this paragraph, a proposed item of equipment or material will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that the proposed item: 1) is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyrightm 2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 28 of 70 2) will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; 3) has a proven record of performance and availability of responsive service; and 4) is not objectionable to Owner. b. Contractor certifies that, if the proposed item is approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times; and 2) the item will conform substantially to the detailed requirements of the item named in the Contract Documents. B. Contractor's Expense: Contractor shall provide all data in support of any proposed "or equal" item at Contractor's expense. C. Engineer's Evaluation and Determination: Engineer will be allowed a reasonable time to evaluate each "or-equal" request. Engineer may require Contractor to furnish additional data about the proposed "or-equal" item. Engineer will be the sole judge of acceptability. No "or- equal"item will be ordered,furnished,installed,or utilized until Engineer's review is complete and Engineer determines that the proposed item is an "or-equal,"which will be evidenced by an approved Shop Drawing or other written communication. Engineer will advise Contractor in writing of any negative determination. D. Effect of Engineer's Determination: Neither approval nor denial of an "or-equal" request will result in any change in Contract Price. The Engineer's denial of an "or-equal" request will be final and binding, and may not be reversed through an appeal under any provision of the Contract. E. Treatment as a Substitution Request: If Engineer determines that an item of equipment or material proposed by Contractor does not qualify as an "or-equal" item, Contractor may request that Engineer consider the item a proposed substitute pursuant to Paragraph 7.06. 7.06 Substitutes A. Contractor's Request;Governing Criteria: Unless the specification or description of an item of equipment or material required to be furnished under the Contract Documents contains or is followed by words reading that no substitution is permitted, Contractor may request that Engineer authorize the use of other items of equipment or material under the circumstances described below.To the extent possible such requests must be made before commencement of related construction at the Site. 1. Contractor shall submit sufficient information as provided below to allow Engineer to determine if the item of material or equipment proposed is functionally equivalent to that named and an acceptable substitute therefor. Engineer will not accept requests for review of proposed substitute items of equipment or material from anyone other than Contractor. 2. The requirements for review by Engineer will be as set forth in Paragraph 7.06.13, as supplemented by the Specifications,and as Engineer may decide is appropriate under the circumstances. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 29 of 70 3. Contractor shall make written application to Engineer for review of a proposed substitute item of equipment or material that Contractor seeks to furnish or use.The application: a. will certify that the proposed substitute item will: 1) perform adequately the functions and achieve the results called for by the general design; 2) be similar in substance to the item specified; and 3) be suited to the same use as the item specified. b. will state: 1) the extent, if any, to which the use of the proposed substitute item will necessitate a change in Contract Times; 2) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with Owner for other work on the Project) to adapt the design to the proposed substitute item; and 3) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty. c. will identify: 1) all variations of the proposed substitute item from the item specified; and 2) available engineering,sales, maintenance, repair, and replacement services. d. will contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including but not limited to changes in Contract Price, shared savings, costs of redesign, and claims of other contractors affected by any resulting change. B. Engineer's Evaluation and Determination: Engineer will be allowed a reasonable time to evaluate each substitute request, and to obtain comments and direction from Owner. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability.No substitute will be ordered,furnished, installed, or utilized until Engineer's review is complete and Engineer determines that the proposed item is an acceptable substitute. Engineer's determination will be evidenced by a Field Order or a proposed Change Order accounting for the substitution itself and all related impacts, including changes in Contract Price or Contract Times. Engineer will advise Contractor in writing of any negative determination. C. Special Guarantee:Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. D. Reimbursement of Engineer's Cost: Engineer will record Engineer's costs in evaluating a substitute proposed or submitted by Contractor. Whether or not Engineer approves a substitute so proposed or submitted by Contractor,Contractor shall reimburse Owner for the reasonable charges of Engineer for evaluating each such proposed substitute.Contractor shall also reimburse Owner for the reasonable charges of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute. E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 30 of 70 E. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute at Contractor's expense. F. Effect of Engineer's Determination: If Engineer approves the substitution request, Contractor shall execute the proposed Change Order and proceed with the substitution. The Engineer's denial of a substitution request will be final and binding,and may not be reversed through an appeal under any provision of the Contract. Contractor may challenge the scope of reimbursement costs imposed under Paragraph 7.06.1), by timely submittal of a Change Proposal. 7.07 Concerning Subcontractors and Suppliers A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. Such Subcontractors and Suppliers must be acceptable to Owner. The Contractor's retention of a Subcontractor or Supplier for the performance of parts of the Work will not relieve Contractor's obligation to Owner to perform and complete the Work in accordance with the Contract Documents. B. Contractor shall retain specific Subcontractors and Suppliers for the performance of designated parts of the Work if required by the Contract to do so. C. Subsequent to the submittal of Contractor's Bid or final negotiation of the terms of the Contract,Owner may not require Contractor to retain any Subcontractor or Supplier to furnish or perform any of the Work against which Contractor has reasonable objection. D. Prior to entry into any binding subcontract or purchase order, Contractor shall submit to Owner the identity of the proposed Subcontractor or Supplier (unless Owner has already deemed such proposed Subcontractor or Supplier acceptable during the bidding process or otherwise). Such proposed Subcontractor or Supplier shall be deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within 5 days. E. Owner may require the replacement of any Subcontractor or Supplier. Owner also may require Contractor to retain specific replacements; provided, however, that Owner may not require a replacement to which Contractor has a reasonable objection. If Contractor has submitted the identity of certain Subcontractors or Suppliers for acceptance by Owner, and Owner has accepted it(either in writing or by failing to make written objection thereto),then Owner may subsequently revoke the acceptance of any such Subcontractor or Supplier so identified solely on the basis of substantive, reasonable objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor or Supplier. F. If Owner requires the replacement of any Subcontractor or Supplier retained by Contractor to perform any part of the Work, then Contractor shall be entitled to an adjustment in Contract Price or Contract Times, with respect to the replacement; and Contractor shall initiate a Change Proposal for such adjustment within 30 days of Owner's requirement of replacement. G. No acceptance by Owner of any such Subcontractor or Supplier, whether initially or as a replacement, will constitute a waiver of the right of Owner to the completion of the Work in accordance with the Contract Documents. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 31 of 70 H. On a monthly basis, Contractor shall submit to Engineer a complete list of all Subcontractors and Suppliers having a direct contract with Contractor, and of all other Subcontractors and Suppliers known to Contractor at the time of submittal. I. Contractor shall be solely responsible for scheduling and coordinating the work of Subcontractors and Suppliers. J. The divisions and sections of the Specifications and the identifications of any Drawings do not control Contractor in dividing the Work among Subcontractors or Suppliers,or in delineating the Work to be performed by any specific trade. K. All Work performed for Contractor by a Subcontractor or Supplier must be pursuant to an appropriate contractual agreement that specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract for the benefit of Owner and Engineer. L. Owner may furnish to any Subcontractor or Supplier, to the extent practicable, information about amounts paid to Contractor for Work performed for Contractor by the Subcontractor or Supplier. M. Contractor shall restrict all Subcontractors and Suppliers from communicating with Engineer or Owner, except through Contractor or in case of an emergency, or as otherwise expressly allowed in this Contract. 7.08 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If an invention, design, process, product,or device is specified in the Contract Documents for use in the performance of the Work and if,to the actual knowledge of Owner or Engineer, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others,the existence of such rights will be disclosed in the Contract Documents. B. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, and its officers, directors, members, partners, employees, agents, consultants, and subcontractors, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers,architects,attorneys,and other professionals, and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process,product, or device specified in the Contract Documents, but not identified as being subject to payment of any license fee or royalty to others required by patent rights or copyrights. C. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them,from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 32 of 70 7.09 Permits A. Unless otherwise provided in the Contract Documents, Contractor shall obtain and pay for all construction permits, licenses, and certificates of occupancy. Owner shall assist Contractor, when necessary,in obtaining such permits and licenses.Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of the submission of Contractor's Bid (or when Contractor became bound under a negotiated contract). Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. 7.10 Taxes A. Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work. 7.11 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all resulting costs and losses, and shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work or other action. It is not Contractor's responsibility to make certain that the Work described in the Contract Documents is in accordance with Laws and Regulations, but this does not relieve Contractor of its obligations under Paragraph 3.03. C. Owner or Contractor may give written notice to the other party of any changes after the submission of Contractor's Bid (or after the date when Contractor became bound under a negotiated contract) in Laws or Regulations having an effect on the cost or time of performance of the Work, including but not limited to changes in Laws or Regulations having an effect on procuring permits and on sales,use,value-added,consumption,and other similar taxes. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times resulting from such changes, then within 30 days of such written notice Contractor may submit a Change Proposal, or Owner may initiate a Claim. 7.12 Record Documents A. Contractor shall maintain in a safe place at the Site one printed record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, written interpretations and clarifications, and approved Shop Drawings. Contractor shall keep such record documents in good order and annotate them to show changes made during construction.These record documents,together with all approved Samples, will be available to Engineer for reference.Upon completion of the Work,Contractor shall deliver these record documents to Engineer. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 33 of 70 7.13 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. B. Contractor shall designate a qualified and experienced safety representative whose duties and responsibilities are the prevention of Work-related accidents and the maintenance and supervision of safety precautions and programs. C. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein,whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. D. All damage, injury, or loss to any property referred to in Paragraph 7.13.C.2 or 7.13.C.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor at its expense (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of Owner or Engineer or anyone employed by any of them,or anyone for whose acts any of them may be liable,and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly employed by any of them). E. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property,or to the protection of persons or property from damage, injury,or loss; and shall erect and maintain all necessary safeguards for such safety and protection. F. Contractor shall notify Owner; the owners of adjacent property; the owners of Underground Facilities and other utilities(if the identity of such owners is known to Contractor); and other contractors and utility owners performing work at or adjacent to the Site, in writing, when Contractor knows that prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. G. Contractor shall comply with the applicable requirements of Owner's safety programs, if any. Any Owner's safety programs that are applicable to the Work are identified or included in the Supplementary Conditions or Specifications. H. Contractor shall inform Owner and Engineer of the specific requirements of Contractor's safety program with which Owner's and Engineer's employees and representatives must comply while at the Site. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 34 of 70 I. Contractor's duties and responsibilities for safety and protection will continue until all the Work is completed, Engineer has issued a written notice to Owner and Contractor in accordance with Paragraph 15.06.0 that the Work is acceptable, and Contractor has left the Site (except as otherwise expressly provided in connection with Substantial Completion). J. Contractor's duties and responsibilities for safety and protection will resume whenever Contractor or any Subcontractor or Supplier returns to the Site to fulfill warranty or correction obligations,or to conduct other tasks arising from the Contract Documents. 7.14 Hazard Communication Programs A. Contractor shall be responsible for coordinating any exchange of safety data sheets (formerly known as material safety data sheets) or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.15 Emergencies A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused by an emergency, or are required as a result of Contractor's response to an emergency. If Engineer determines that a change in the Contract Documents is required because of an emergency or Contractor's response,a Work Change Directive or Change Order will be issued. 7.16 Submittals A. Shop Drawing and Sample Requirements 1. Before submitting a Shop Drawing or Sample, Contractor shall: a. review and coordinate the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; b. determine and verify: 1) all field measurements,quantities,dimensions,specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect to the Submittal; 2) the suitability of all materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 3) all information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto; c. confirm that the Submittal is complete with respect to all related data included in the Submittal. 2. Each Shop Drawing or Sample must bear a stamp or specific written certification that Contractor has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review of that Submittal, and that Contractor approves the Submittal. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 35 of 70 3. With each Shop Drawing or Sample,Contractor shall give Engineer specific written notice of any variations that the Submittal may have from the requirements of the Contract Documents. This notice must be set forth in a written communication separate from the Submittal; and, in addition, in the case of a Shop Drawing by a specific notation made on the Shop Drawing itself. B. Submittal Procedures for Shop Drawings and Samples: Contractor shall label and submit Shop Drawings and Samples to Engineer for review and approval in accordance with the accepted Schedule of Submittals. 1. Shop Drawings a. Contractor shall submit the number of copies required in the Specifications. b. Data shown on the Shop Drawings must be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide, and to enable Engineer to review the information for the limited purposes required by Paragraph 7.16.C. 2. Samples a. Contractor shall submit the number of Samples required in the Specifications. b. Contractor shall clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers,the use for which intended and other data as Engineer may require to enable Engineer to review the Submittal for the limited purposes required by Paragraph 7.16.C. 3. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals,any related Work performed prior to Engineer's review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Engineer's Review of Shop Drawings and Samples 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the accepted Schedule of Submittals. Engineer's review and approval will be only to determine if the items covered by the Submittals will, after installation or incorporation in the Work, comply with the requirements of the Contract Documents, and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Engineer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction, or to safety precautions or programs incident thereto. 3. Engineer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 4. Engineer's review and approval of a Shop Drawing or Sample will not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 7.16.A.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer will EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 36 of 70 document any such approved variation from the requirements of the Contract Documents in a Field Order or other appropriate Contract modification. 5. Engineer's review and approval of a Shop Drawing or Sample will not relieve Contractor from responsibility for complying with the requirements of Paragraphs 7.16.A and B. 6. Engineer's review and approval of a Shop Drawing or Sample, or of a variation from the requirements of the Contract Documents, will not, under any circumstances, change the Contract Times or Contract Price, unless such changes are included in a Change Order. 7. Neither Engineer's receipt, review, acceptance, or approval of a Shop Drawing or Sample will result in such item becoming a Contract Document. 8. Contractor shall perform the Work in compliance with the requirements and commitments set forth in approved Shop Drawings and Samples,subject to the provisions of Paragraph 7.16.C.4. D. Resubmittal Procedures for Shop Drawings and Samples 1. Contractor shall make corrections required by Engineer and shall return the required number of corrected copies of Shop Drawings and submit, as required, new Samples for review and approval.Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous Submittals. 2. Contractor shall furnish required Shop Drawing and Sample submittals with sufficient information and accuracy to obtain required approval of an item with no more than two resubmittals. Engineer will record Engineer's time for reviewing a third or subsequent resubmittal of a Shop Drawing or Sample, and Contractor shall be responsible for Engineer's charges to Owner for such time.Owner may impose a set-off against payments due Contractor to secure reimbursement for such charges. 3. If Contractor requests a change of a previously approved Shop Drawing or Sample, Contractor shall be responsible for Engineer's charges to Owner for its review time, and Owner may impose a set-off against payments due Contractor to secure reimbursement for such charges, unless the need for such change is beyond the control of Contractor. E. Submittals Other than Shop Drawings,Samples, and Owner-Delegated Designs 1. The following provisions apply to all Submittals other than Shop Drawings, Samples, and Owner-delegated designs: a. Contractor shall submit all such Submittals to the Engineer in accordance with the Schedule of Submittals and pursuant to the applicable terms of the Contract Documents. b. Engineer will provide timely review of all such Submittals in accordance with the Schedule of Submittals and return such Submittals with a notation of either Accepted or Not Accepted. Any such Submittal that is not returned within the time established in the Schedule of Submittals will be deemed accepted. c. Engineer's review will be only to determine if the Submittal is acceptable under the requirements of the Contract Documents as to general form and content of the Submittal. E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 37 of 70 d. If any such Submittal is not accepted,Contractor shall confer with Engineer regarding the reason for the non-acceptance, and resubmit an acceptable document. 2. Procedures for the submittal and acceptance of the Progress Schedule, the Schedule of Submittals, and the Schedule of Values are set forth in Paragraphs 2.03. 2.04, and 2.05. F. Owner-delegated Designs: Submittals pursuant to Owner-delegated designs are governed by the provisions of Paragraph 7.19. 7.17 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. Engineer is entitled to rely on Contractor's warranty and guarantee. B. Owner's rights under this warranty and guarantee are in addition to, and are not limited by, Owner's rights under the correction period provisions of Paragraph 15.08.The time in which Owner may enforce its warranty and guarantee rights under this Paragraph 7.17 is limited only by applicable Laws and Regulations restricting actions to enforce such rights; provided, however,that after the end of the correction period under Paragraph 15.08: 1. Owner shall give Contractor written notice of any defective Work within 60 days of the discovery that such Work is defective; and 2. Such notice will be deemed the start of an event giving rise to a Claim under Paragraph 12.01.8, such that any related Claim must be brought within 30 days of the notice. C. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, or improper modification, maintenance, or operation, by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. D. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents is absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents, a release of Contractor's obligation to perform the Work in accordance with the Contract Documents, or a release of Owner's warranty and guarantee rights under this Paragraph 7.17: 1. Observations by Engineer; 2. Recommendation by Engineer or payment by Owner of any progress or final payment; 3. The issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner; 4. Use or occupancy of the Work or any part thereof by Owner; 5. Any review and approval of a Shop Drawing or Sample submittal; 6. The issuance of a notice of acceptability by Engineer; 7. The end of the correction period established in Paragraph 15.08; 8. Any inspection,test, or approval by others; or E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 38 of 70 9. Any correction of defective Work by Owner. E. If the Contract requires the Contractor to accept the assignment of a contract entered into by Owner,then the specific warranties,guarantees, and correction obligations contained in the assigned contract will govern with respect to Contractor's performance obligations to Owner for the Work described in the assigned contract. 7.18 Indemnification A. To the fullest extent permitted by Laws and Regulations, and in addition to any other obligations of Contractor under the Contract or otherwise, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them, from losses, damages,costs,and judgments(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) arising from third-party claims or actions relating to or resulting from the performance or furnishing of the Work, provided that any such claim, action, loss, cost, judgment or damage is attributable to bodily injury,sickness, disease,or death,or to damage to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable. B. In any and all claims against Owner or Engineer, or any of their officers, directors, members, partners,employees,agents,consultants,or subcontractors,by any employee(or the survivor or personal representative of such employee)of Contractor,any Subcontractor,any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work,or anyone for whose acts any of them may be liable,the indemnification obligation under Paragraph 7.18.A will not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier, or other individual or entity under workers' compensation acts, disability benefit acts, or other employee benefit acts. 7.19 Delegation of Professional Design Services A. Owner may require Contractor to provide professional design services for a portion of the Work by express delegation in the Contract Documents. Such delegation will specify the performance and design criteria that such services must satisfy, and the Submittals that Contractor must furnish to Engineer with respect to the Owner-delegated design. B. Contractor shall cause such Owner-delegated professional design services to be provided pursuant to the professional standard of care by a properly licensed design professional, whose signature and seal must appear on all drawings, calculations, specifications, certifications,and Submittals prepared by such design professional.Such design professional must issue all certifications of design required by Laws and Regulations. C. If a Shop Drawing or other Submittal related to the Owner-delegated design is prepared by Contractor, a Subcontractor, or others for submittal to Engineer, then such Shop Drawing or other Submittal must bear the written approval of Contractor's design professional when submitted by Contractor to Engineer. EJCDC°C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 39 of 70 D. Owner and Engineer shall be entitled to rely upon the adequacy,accuracy, and completeness of the services, certifications, and approvals performed or provided by the design professionals retained or employed by Contractor under an Owner-delegated design,subject to the professional standard of care and the performance and design criteria stated in the Contract Documents. E. Pursuant to this Paragraph 7.19, Engineer's review, approval, and other determinations regarding design drawings, calculations, specifications, certifications, and other Submittals furnished by Contractor pursuant to an Owner-delegated design will be only for the following limited purposes: 1. Checking for conformance with the requirements of this Paragraph 7.19; 2. Confirming that Contractor (through its design professionals) has used the performance and design criteria specified in the Contract Documents; and 3. Establishing that the design furnished by Contractor is consistent with the design concept expressed in the Contract Documents. F. Contractor shall not be responsible for the adequacy of performance or design criteria specified by Owner or Engineer. G. Contractor is not required to provide professional services in violation of applicable Laws and Regulations. ARTICLE 8—OTHER WORK AT THE SITE 8.01 Other Work A. In addition to and apart from the Work under the Contract Documents, the Owner may perform other work at or adjacent to the Site.Such other work may be performed by Owner's employees, or through contracts between the Owner and third parties. Owner may also arrange to have third-party utility owners perform work on their utilities and facilities at or adjacent to the Site. B. If Owner performs other work at or adjacent to the Site with Owner's employees,or through contracts for such other work, then Owner shall give Contractor written notice thereof prior to starting any such other work. If Owner has advance information regarding the start of any third-party utility work that Owner has arranged to take place at or adjacent to the Site, Owner shall provide such information to Contractor. C. Contractor shall afford proper and safe access to the Site to each contractor that performs such other work, each utility owner performing other work, and Owner, if Owner is performing other work with Owner's employees, and provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work. D. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of Engineer and the others whose work will be affected. E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 40 of 70 E. If the proper execution or results of any part of Contractor's Work depends upon work performed by others, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work. Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. F. The provisions of this article are not applicable to work that is performed by third-party utilities or other third-party entities without a contract with Owner, or that is performed without having been arranged by Owner. If such work occurs, then any related delay, disruption, or interference incurred by Contractor is governed by the provisions of Paragraph 4.05.C.3. 8.02 Coordination A. If Owner intends to contract with others for the performance of other work at or adjacent to the Site, to perform other work at or adjacent to the Site with Owner's employees, or to arrange to have utility owners perform work at or adjacent to the Site, the following will be set forth in the Supplementary Conditions or provided to Contractor prior to the start of any such other work: 1. The identity of the individual or entity that will have authority and responsibility for coordination of the activities among the various contractors; 2. An itemization of the specific matters to be covered by such authority and responsibility; and 3. The extent of such authority and responsibilities. B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. 8.03 Legal Relationships A. If, in the course of performing other work for Owner at or adjacent to the Site, the Owner's employees, any other contractor working for Owner, or any utility owner that Owner has arranged to perform work,causes damage to the Work or to the property of Contractor or its Subcontractors, or delays, disrupts, interferes with, or increases the scope or cost of the performance of the Work,through actions or inaction,then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times.Contractor must submit any Change Proposal seeking an equitable adjustment in the Contract Price or the Contract Times under this paragraph within 30 days of the damaging, delaying, disrupting, or interfering event.The entitlement to,and extent of,any such equitable adjustment will take into account information(if any)regarding such other work that was provided to Contractor in the Contract Documents prior to the submittal of the Bid or the final negotiation of the terms of the Contract, and any remedies available to Contractor under Laws or Regulations concerning utility action or inaction. When applicable, any such equitable adjustment in Contract Price will be conditioned on Contractor assigning to Owner all Contractor's rights against such other contractor or utility owner with respect to the damage,delay,disruption,or interference that is the subject of the adjustment. Contractor's entitlement to an adjustment of the Contract Times or Contract Price is subject to the provisions of Paragraphs 4.05.D and 4.05.E. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 41 of 70 B. Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with the work of Owner, any other contractor, or any utility owner performing other work at or adjacent to the Site. 1. If Contractor fails to take such measures and as a result damages, delays, disrupts, or interferes with the work of any such other contractor or utility owner, then Owner may impose a set-off against payments due Contractor, and assign to such other contractor or utility owner the Owner's contractual rights against Contractor with respect to the breach of the obligations set forth in this Paragraph 8.03.6. 2. When Owner is performing other work at or adjacent to the Site with Owner's employees, Contractor shall be liable to Owner for damage to such other work,and for the reasonable direct delay, disruption, and interference costs incurred by Owner as a result of Contractor's failure to take reasonable and customary measures with respect to Owner's other work. In response to such damage, delay, disruption, or interference, Owner may impose a set-off against payments due Contractor. C. If Contractor damages, delays, disrupts, or interferes with the work of any other contractor, or any utility owner performing other work at or adjacent to the Site, through Contractor's failure to take reasonable and customary measures to avoid such impacts, or if any claim arising out of Contractor's actions, inactions, or negligence in performance of the Work at or adjacent to the Site is made by any such other contractor or utility owner against Contractor, Owner, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties through negotiations with such other contractor or utility owner,or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law, and (2) indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees,agents,consultants and subcontractors of each and any of them from and against any such claims, and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs)arising out of or relating to such damage,delay, disruption, or interference. ARTICLE 9—OWNER'S RESPONSIBILITIES 9.01 Communications to Contractor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. 9.02 Replacement of Engineer A. Owner may at its discretion appoint an engineer to replace Engineer, provided Contractor makes no reasonable objection to the replacement engineer. The replacement engineer's status under the Contract Documents will be that of the former Engineer. 9.03 Furnish Data A. Owner shall promptly furnish the data required of Owner under the Contract Documents. 9.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in the Agreement. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 42 of 70 9.05 Lands and Easements,Reports, Tests, and Drawings A. Owner's duties with respect to providing lands and easements are set forth in Paragraph 5.01. B. Owner's duties with respect to providing engineering surveys to establish reference points are set forth in Paragraph 4.03. C. Article 5 refers to Owner's identifying and making available to Contractor copies of reports of explorations and tests of conditions at the Site, and drawings of physical conditions relating to existing surface or subsurface structures at the Site. 9.06 Insurance A. Owner's responsibilities, if any, with respect to purchasing and maintaining liability and property insurance are set forth in Article 6. 9.07 Change Orders A. Owner's responsibilities with respect to Change Orders are set forth in Article 11. 9.08 Inspections, Tests, and Approvals A. Owner's responsibility with respect to certain inspections,tests, and approvals is set forth in Paragraph 14.02.B. 9.09 Limitations on Owner's Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work.Owner will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. Owner's responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 5.06. 9.11 Evidence of Financial Arrangements A. Upon request of Contractor, Owner shall furnish Contractor reasonable evidence that financial arrangements have been made to satisfy Owner's obligations under the Contract (including obligations under proposed changes in the Work). 9.12 Safety Programs A. While at the Site, Owner's employees and representatives shall comply with the specific applicable requirements of Contractor's safety programs of which Owner has been informed. B. Owner shall furnish copies of any applicable Owner safety programs to Contractor. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 43 of 70 ARTICLE 10—ENGINEER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. Engineer will be Owner's representative during the construction period. The duties and responsibilities and the limitations of authority of Engineer as Owner's representative during construction are set forth in the Contract. 10.02 Visits to Site A. Engineer will make visits to the Site at intervals appropriate to the various stages of construction as Engineer deems necessary in order to observe, as an experienced and qualified design professional,the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. Engineer will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. Engineer's efforts will be directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work. B. Engineer's visits and observations are subject to all the limitations on Engineer's authority and responsibility set forth in Paragraph 10.07. Particularly, but without limitation, during or as a result of Engineer's visits or observations of Contractor's Work, Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 10.03 Resident Project Representative A. If Owner and Engineer have agreed that Engineer will furnish a Resident Project Representative to represent Engineer at the Site and assist Engineer in observing the progress and quality of the Work, then the authority and responsibilities of any such Resident Project Representative will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in the Supplementary Conditions and in Paragraph 10.07. B. If Owner designates an individual or entity who is not Engineer's consultant, agent, or employee to represent Owner at the Site, then the responsibilities and authority of such individual or entity will be as provided in the Supplementary Conditions. 10.04 Engineer's Authority A. Engineer has the authority to reject Work in accordance with Article 14. B. Engineer's authority as to Submittals is set forth in Paragraph 7.16. C. Engineer's authority as to design drawings, calculations, specifications, certifications and other Submittals from Contractor in response to Owner's delegation (if any)to Contractor of professional design services, is set forth in Paragraph 7.19. D. Engineer's authority as to changes in the Work is set forth in Article 11. E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 44 of 70 E. Engineer's authority as to Applications for Payment is set forth in Article 15. 10.05 Determinations for Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor as set forth in Paragraph 13.03. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will render decisions regarding the requirements of the Contract Documents, and judge the acceptability of the Work, pursuant to the specific procedures set forth herein for initial interpretations, Change Proposals, and acceptance of the Work. In rendering such decisions and judgments, Engineer will not show partiality to Owner or Contractor, and will not be liable to Owner, Contractor, or others in connection with any proceedings, interpretations,decisions, or judgments conducted or rendered in good faith. 10.07 Limitations on Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility under this Article 10 or under any other provision of the Contract, nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer, will create, impose, or give rise to any duty in contract,tort,or otherwise owed by Engineer to Contractor,any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Engineer will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Work. D. Engineer's review of the final Application for Payment and accompanying documentation,and all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Contractor under Paragraph 15.06.A, will only be to determine generally that their content complies with the requirements of, and in the case of certificates of inspections, tests, and approvals,that the results certified indicate compliance with the Contract Documents. E. The limitations upon authority and responsibility set forth in this Paragraph 10.07 also apply to the Resident Project Representative, if any. 10.08 Compliance with Safety Program A. While at the Site, Engineer's employees and representatives will comply with the specific applicable requirements of Owner's and Contractor's safety programs of which Engineer has been informed. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 4S of 70 ARTICLE 11—CHANGES TO THE CONTRACT 11.01 Amending and Supplementing the Contract A. The Contract may be amended or supplemented by a Change Order,a Work Change Directive, or a Field Order. B. If an amendment or supplement to the Contract includes a change in the Contract Price or the Contract Times,such amendment or supplement must be set forth in a Change Order. C. All changes to the Contract that involve (1) the performance or acceptability of the Work, (2)the design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, must be supported by Engineer's recommendation. Owner and Contractor may amend other terms and conditions of the Contract without the recommendation of the Engineer. 11.02 Change Orders A. Owner and Contractor shall execute appropriate Change Orders covering: 1. Changes in Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive; 2. Changes in Contract Price resulting from an Owner set-off, unless Contractor has duly contested such set-off; 3. Changes in the Work which are: (a)ordered by Owner pursuant to Paragraph 11.05, (b) required because of Owner's acceptance of defective Work under Paragraph 14.04 or Owner's correction of defective Work under Paragraph 14.07, or (c) agreed to by the parties, subject to the need for Engineer's recommendation if the change in the Work involves the design (as set forth in the Drawings, Specifications, or otherwise) or other engineering or technical matters; and 4. Changes that embody the substance of any final and binding results under: Paragraph 11.03.6, resolving the impact of a Work Change Directive; Paragraph 11.09, concerning Change Proposals; Article 12, Claims; Paragraph 13.02.D, final adjustments resulting from allowances; Paragraph 13.03.D, final adjustments relating to determination of quantities for Unit Price Work; and similar provisions. B. If Owner or Contractor refuses to execute a Change Order that is required to be executed under the terms of Paragraph 11.02.A, it will be deemed to be of full force and effect, as if fully executed. 11.03 Work Change Directives A. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the modification ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order, following negotiations by the parties as to the Work Change Directive's effect, if any, on the Contract Price and Contract Times; or, if negotiations are unsuccessful, by a determination under the terms of the Contract Documents governing adjustments, expressly including Paragraph 11.07 regarding change of Contract Price. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 46 of 70 B. If Owner has issued a Work Change Directive and: 1. Contractor believes that an adjustment in Contract Times or Contract Price is necessary, then Contractor shall submit any Change Proposal seeking such an adjustment no later than 30 days after the completion of the Work set out in the Work Change Directive. 2. Owner believes that an adjustment in Contract Times or Contract Price is necessary,then Owner shall submit any Claim seeking such an adjustment no later than 60 days after issuance of the Work Change Directive. 11.04 Field Orders A. Engineer may authorize minor changes in the Work if the changes do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents.Such changes will be accomplished by a Field Order and will be binding on Owner and also on Contractor,which shall perform the Work involved promptly. B. If Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, then before proceeding with the Work at issue, Contractor shall submit a Change Proposal as provided herein. 11.05 Owner-Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work. Changes involving the design (as set forth in the Drawings, Specifications, or otherwise) or other engineering or technical matters will be supported by Engineer's recommendation. B. Such changes in the Work may be accomplished by a Change Order, if Owner and Contractor have agreed as to the effect, if any, of the changes on Contract Times or Contract Price; or by a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved; or, in the case of a deletion in the Work, promptly cease construction activities with respect to such deleted Work. Added or revised Work must be performed under the applicable conditions of the Contract Documents. C. Nothing in this Paragraph 11.05 obligates Contractor to undertake work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.06 Unauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents, as amended, modified, or supplemented, except in the case of an emergency as provided in Paragraph 7.15 or in the case of uncovering Work as provided in Paragraph 14.05.C.2. 11.07 Change of Contract Price A. The Contract Price may only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price must comply with the provisions of Paragraph 11.09. Any Claim for an adjustment of Contract Price must comply with the provisions of Article 12. B. An adjustment in the Contract Price will be determined as follows: EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 47 of 70 1. Where the Work involved is covered by unit prices contained in the Contract Documents, then by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 13.03); 2. Where the Work involved is not covered by unit prices contained in the Contract Documents, then by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 11.07.C.2); or 3. Where the Work involved is not covered by unit prices contained in the Contract Documents and the parties do not reach mutual agreement to a lump sum, then on the basis of the Cost of the Work (determined as provided in Paragraph 13.01) plus a Contractor's fee for overhead and profit(determined as provided in Paragraph 11.07.C). C. Contractor's Fee: When applicable, the Contractor's fee for overhead and profit will be determined as follows: 1. A mutually acceptable fixed fee; or 2. If a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. For costs incurred under Paragraphs 13.01.13.1 and 13.01.13.2,the Contractor's fee will be 15 percent; b. For costs incurred under Paragraph 13.01.13.3,the Contractor's fee will be 5 percent; c. Where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 11.07.C.2.a and 11.07.C.2.b is that the Contractor's fee will be based on: (1) a fee of 15 percent of the costs incurred under Paragraphs 13.01.13.1 and 13.01.13.2 by the Subcontractor that actually performs the Work,at whatever tier,and (2)with respect to Contractor itself and to any Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work, a fee of 5 percent of the amount (fee plus underlying costs incurred) attributable to the next lower tier Subcontractor; provided, however, that for any such subcontracted Work the maximum total fee to be paid by Owner will be no greater than 27 percent of the costs incurred by the Subcontractor that actually performs the Work; d. No fee will be payable on the basis of costs itemized under Paragraphs 13.01.8.4, 13.01.6.5, and 13.01.C; e. The amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in Cost of the Work will be the amount of the actual net decrease in Cost of the Work and a deduction of an additional amount equal to 5 percent of such actual net decrease in Cost of the Work; and f. When both additions and credits are involved in any one change or Change Proposal, the adjustment in Contractor's fee will be computed by determining the sum of the costs in each of the cost categories in Paragraph 13.01.E (specifically, payroll costs, Paragraph 13.01.6.1; incorporated materials and equipment costs, Paragraph 13.01.13.2; Subcontract costs, Paragraph 13.01.6.3; special consultants costs, Paragraph 13.01.13.4; and other costs, Paragraph 13.01.6.5) and applying to each such cost category sum the appropriate fee from Paragraphs 11.07.C.2.a through 11.07.C.2.e, inclusive. E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 48 of 70 11.08 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Times must comply with the provisions of Paragraph 11.09. Any Claim for an adjustment in the Contract Times must comply with the provisions of Article 12. B. Delay, disruption, and interference in the Work, and any related changes in Contract Times, are addressed in and governed by Paragraph 4.05. 11.09 Change Proposals A. Purpose and Content: Contractor shall submit a Change Proposal to Engineer to request an adjustment in the Contract Times or Contract Price; contest an initial decision by Engineer concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; challenge a set-off against payment due; or seek other relief under the Contract. The Change Proposal will specify any proposed change in Contract Times or Contract Price, or other proposed relief, and explain the reason for the proposed change, with citations to any governing or applicable provisions of the Contract Documents. Each Change Proposal will address only one issue, or a set of closely related issues. B. Change Proposal Procedures 1. Submittal:Contractor shall submit each Change Proposal to Engineer within 30 days after the start of the event giving rise thereto, or after such initial decision. 2. Supporting Data: The Contractor shall submit supporting data, including the proposed change in Contract Price or Contract Time (if any), to the Engineer and Owner within 15 days after the submittal of the Change Proposal. a. Change Proposals based on or related to delay, interruption, or interference must comply with the provisions of Paragraphs 4.05.D and 4.05.E. b. Change proposals related to a change of Contract Price must include full and detailed accounts of materials incorporated into the Work and labor and equipment used for the subject Work. The supporting data must be accompanied by a written statement that the supporting data are accurate and complete, and that any requested time or price adjustment is the entire adjustment to which Contractor believes it is entitled as a result of said event. 3. Engineer's Initial Review: Engineer will advise Owner regarding the Change Proposal, and consider any comments or response from Owner regarding the Change Proposal. If in its discretion Engineer concludes that additional supporting data is needed before conducting a full review and making a decision regarding the Change Proposal, then Engineer may request that Contractor submit such additional supporting data by a date specified by Engineer, prior to Engineer beginning its full review of the Change Proposal. 4. Engineer's Full Review and Action on the Change Proposal: Upon receipt of Contractor's supporting data (including any additional data requested by Engineer), Engineer will conduct a full review of each Change Proposal and, within 30 days after such receipt of the Contractor's supporting data,either approve the Change Proposal in whole,deny it in whole, or approve it in part and deny it in part. Such actions must be in writing, with a copy provided to Owner and Contractor. If Engineer does not take action on the Change EJCDC°C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 49 of 70 Proposal within 30 days, then either Owner or Contractor may at any time thereafter submit a letter to the other party indicating that as a result of Engineer's inaction the Change Proposal is deemed denied, thereby commencing the time for appeal of the denial under Article 12. 5. Binding Decision: Engineer's decision is final and binding upon Owner and Contractor, unless Owner or Contractor appeals the decision by filing a Claim under Article 12. C. Resolution of Certain Change Proposals: If the Change Proposal does not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of the Work, or other engineering or technical matters, then Engineer will notify the parties in writing that the Engineer is unable to resolve the Change Proposal. For purposes of further resolution of such a Change Proposal, such notice will be deemed a denial, and Contractor may choose to seek resolution under the terms of Article 12. D. Post-Completion: Contractor shall not submit any Change Proposals after Engineer issues a written recommendation of final payment pursuant to Paragraph 15.06.13. 11.10 Notification to Surety A. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to,Contract Price or Contract Times),the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. ARTICLE 12—CLAIMS 12.01 Claims A. Claims Process: The following disputes between Owner and Contractor are subject to the Claims process set forth in this article: 1. Appeals by Owner or Contractor of Engineer's decisions regarding Change Proposals; 2. Owner demands for adjustments in the Contract Price or Contract Times, or other relief under the Contract Documents; 3. Disputes that Engineer has been unable to address because they do not involve the design (as set forth in the Drawings, Specifications,or otherwise),the acceptability of the Work, or other engineering or technical matters; and 4. Subject to the waiver provisions of Paragraph 15.07, any dispute arising after Engineer has issued a written recommendation of final payment pursuant to Paragraph 15.06.13. B. Submittal of Claim: The party submitting a Claim shall deliver it directly to the other party to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto; in the case of appeals regarding Change Proposals within 30 days of the decision under appeal.The party submitting the Claim shall also furnish a copy to the Engineer, for its information only. The responsibility to substantiate a Claim rests with the party making the Claim. In the case of a Claim by Contractor seeking an increase in the Contract Times or Contract Price, Contractor shall certify that the Claim is made in good faith, that the supporting data are accurate and complete, and that to the best of Contractor's knowledge EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 50 of 70 and belief the amount of time or money requested accurately reflects the full amount to which Contractor is entitled. C. Review and Resolution: The party receiving a Claim shall review it thoroughly, giving full consideration to its merits. The two parties shall seek to resolve the Claim through the exchange of information and direct negotiations. The parties may extend the time for resolving the Claim by mutual agreement.All actions taken on a Claim will be stated in writing and submitted to the other party,with a copy to Engineer. D. Mediation 1. At any time after initiation of a Claim, Owner and Contractor may mutually agree to mediation of the underlying dispute. The agreement to mediate will stay the Claim submittal and response process. 2. If Owner and Contractor agree to mediation, then after 60 days from such agreement, either Owner or Contractor may unilaterally terminate the mediation process, and the Claim submittal and decision process will resume as of the date of the termination. If the mediation proceeds but is unsuccessful in resolving the dispute, the Claim submittal and decision process will resume as of the date of the conclusion of the mediation, as determined by the mediator. 3. Owner and Contractor shall each pay one-half of the mediator's fees and costs. E. Partial Approval: If the party receiving a Claim approves the Claim in part and denies it in part, such action will be final and binding unless within 30 days of such action the other party invokes the procedure set forth in Article 17 for final resolution of disputes. F. Denial of Claim: If efforts to resolve a Claim are not successful,the party receiving the Claim may deny it by giving written notice of denial to the other party. If the receiving party does not take action on the Claim within 90 days,then either Owner or Contractor may at anytime thereafter submit a letter to the other party indicating that as a result of the inaction, the Claim is deemed denied, thereby commencing the time for appeal of the denial. A denial of the Claim will be final and binding unless within 30 days of the denial the other party invokes the procedure set forth in Article 17 for the final resolution of disputes. G. Final and Binding Results: If the parties reach a mutual agreement regarding a Claim,whether through approval of the Claim, direct negotiations, mediation, or otherwise; or if a Claim is approved in part and denied in part, or denied in full, and such actions become final and binding; then the results of the agreement or action on the Claim will be incorporated in a Change Order or other written document to the extent they affect the Contract, including the Work,the Contract Times, or the Contract Price. ARTICLE 13—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK 13.01 Cost of the Work A. Purposes for Determination of Cost of the Work: The term Cost of the Work means the sum of all costs necessary for the proper performance of the Work at issue, as further defined below.The provisions of this Paragraph 13.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price, under cost-plus-fee,time-and-materials, or other cost-based terms; or E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 51 of 70 2. When needed to determine the value of a Change Order, Change Proposal, Claim,set-off, or other adjustment in Contract Price. When the value of any such adjustment is determined on the basis of Cost of the Work, Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment. B. Costs Included: Except as otherwise may be agreed to in writing by Owner, costs included in the Cost of the Work will be in amounts no higher than those commonly incurred in the locality of the Project,will not include any of the costs itemized in Paragraph 13.01.C,and will include only the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor in advance of the subject Work. Such employees include, without limitation, superintendents,foremen,safety managers,safety representatives, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work will be apportioned on the basis of their time spent on the Work. Payroll costs include, but are not limited to, salaries and wages plus the cost of fringe benefits, which include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, sick leave, and vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, will be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts will accrue to Owner. All trade discounts, rebates, and refunds and returns from sale of surplus materials and equipment will accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by Owner, Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and shall deliver such bids to Owner,which will then determine, with the advice of Engineer, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee will be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 13.01. 4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed or retained for services specifically related to the Work. 5. Other costs consisting of the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost,including transportation and maintenance,of all materials,supplies,equipment, machinery, appliances, office, and temporary facilities at the Site, which are E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 52 of 70 consumed in the performance of the Work,and cost, less market value,of such items used but not consumed which remain the property of Contractor. 1) In establishing included costs for materials such as scaffolding, plating, or sheeting, consideration will be given to the actual or the estimated life of the material for use on other projects;or rental rates may be established on the basis of purchase or salvage value of such items, whichever is less. Contractor will not be eligible for compensation for such items in an amount that exceeds the purchase cost of such item. c. Construction Equipment Rental 1) Rentals of all construction equipment and machinery, and the parts thereof, in accordance with rental agreements approved by Owner as to price(including any surcharge or special rates applicable to overtime use of the construction equipment or machinery), and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs will be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts must cease when the use thereof is no longer necessary for the Work. 2) Costs for equipment and machinery owned by Contractor or a Contractor-related entity will be paid at a rate shown for such equipment in the equipment rental rate book specified in the Supplementary Conditions. An hourly rate will be computed by dividing the monthly rates by 176. These computed rates will include all operating costs. 3) With respect to Work that is the result of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price ("changed Work"), included costs will be based on the time the equipment or machinery is in use on the changed Work and the costs of transportation, loading, unloading, assembly, dismantling, and removal when directly attributable to the changed Work. The cost of any such equipment or machinery, or parts thereof, must cease to accrue when the use thereof is no longer necessary for the changed Work. d. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, as imposed by Laws and Regulations. e. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. f. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of builder's risk or other property insurance established in accordance with Paragraph 6.04), provided such losses and damages have resulted from causes other than the negligence of Contractor,any Subcontractor,or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses will be included in the Cost of the Work for the purpose of determining Contractor's fee. E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 53 of 70 g. The cost of utilities,fuel, and sanitary facilities at the Site. h. Minor expenses such as communication service at the Site, express and courier services, and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance that Contractor is required by the Contract Documents to purchase and maintain. C. Costs Excluded:The term Cost of the Work does not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters,timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 13.01.13.1 or specifically covered by Paragraph 13.01.B.4. The payroll costs and other compensation excluded here are to be considered administrative costs covered by the Contractor's fee. 2. The cost of purchasing, renting, or furnishing small tools and hand tools. 3. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 4. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 5. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 6. Expenses incurred in preparing and advancing Claims. 7. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraph 13.01.B. D. Contractor's Fee 1. When the Work as a whole is performed on the basis of cost-plus-a-fee,then: a. Contractor's fee for the Work set forth in the Contract Documents as of the Effective Date of the Contract will be determined as set forth in the Agreement. b. for any Work covered by a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price on the basis of Cost of the Work,Contractor's fee will be determined as follows: 1) When the fee for the Work as a whole is a percentage of the Cost of the Work, the fee will automatically adjust as the Cost of the Work changes. 2) When the fee for the Work as a whole is a fixed fee, the fee for any additions or deletions will be determined in accordance with Paragraph 11.07.C.2. 2. When the Work as a whole is performed on the basis of a stipulated sum, or any other basis other than cost-plus-a-fee,then Contractor's fee for any Work covered by a Change E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 54 of 70 Order, Change Proposal,Claim,set-off,or other adjustment in Contract Price on the basis of Cost of the Work will be determined in accordance with Paragraph 11.07.C.2. E. Documentation and Audit: Whenever the Cost of the Work for any purpose is to be determined pursuant to this Article 13,Contractor and pertinent Subcontractors will establish and maintain records of the costs in accordance with generally accepted accounting practices. Subject to prior written notice, Owner will be afforded reasonable access, during normal business hours, to all Contractor's accounts, records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to the Cost of the Work and Contractor's fee.Contractor shall preserve all such documents for a period of three years after the final payment by Owner. Pertinent Subcontractors will afford such access to Owner, and preserve such documents,to the same extent required of Contractor. 13.02 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cash Allowances: Contractor agrees that: 1. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment for any of the foregoing will be valid. C. Owner's Contingency Allowance: Contractor agrees that an Owner's contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor for Work covered by allowances, and the Contract Price will be correspondingly adjusted. 13.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work will be based on actual quantities. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright©2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 55 of 70 thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor, and the final adjustment of Contract Price will be set forth in a Change Order, subject to the provisions of the following paragraph. E. Adjustments in Unit Price 1. Contractor or Owner shall be entitled to an adjustment in the unit price with respect to an item of Unit Price Work if: a. the quantity of the item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and b. Contractor's unit costs to perform the item of Unit Price Work have changed materially and significantly as a result of the quantity change. 2. The adjustment in unit price will account for and be coordinated with any related changes in quantities of other items of Work, and in Contractor's costs to perform such other Work, such that the resulting overall change in Contract Price is equitable to Owner and Contractor. 3. Adjusted unit prices will apply to all units of that item. ARTICLE 14—TESTS AND INSPECTIONS;CORRECTION,REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK 14.01 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and authorities having jurisdiction have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's safety procedures and programs so that they may comply with such procedures and programs as applicable. 14.02 Tests, Inspections, and Approvals A. Contractor shall give Engineer timely notice of readiness of the Work (or specific parts thereof)for all required inspections and tests,and shall cooperate with inspection and testing personnel to facilitate required inspections and tests. B. Owner shall retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform all inspections and tests expressly required by the Contract Documents to be furnished and paid for by Owner,except that costs incurred in connection with tests or inspections of covered Work will be governed by the provisions of Paragraph 14.05. C. If Laws or Regulations of any public body having jurisdiction require any Work(or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 56 of 70 D. Contractor shall be responsible for arranging, obtaining, and paying for all inspections and tests required: 1. by the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to Owner; 2. to attain Owner's and Engineer's acceptance of materials or equipment to be incorporated in the Work; 3. by manufacturers of equipment furnished under the Contract Documents; 4. for testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; and 5. for acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections and tests will be performed by independent inspectors,testing laboratories, or other qualified individuals or entities acceptable to Owner and Engineer. E. If the Contract Documents require the Work (or part thereof) to be approved by Owner, Engineer, or another designated individual or entity, then Contractor shall assume full responsibility for arranging and obtaining such approvals. F. If any Work (or the work of others)that is to be inspected,tested, or approved is covered by Contractor without written concurrence of Engineer, Contractor shall, if requested by Engineer,uncover such Work for observation.Such uncovering will be at Contractor's expense unless Contractor had given Engineer timely notice of Contractor's intention to cover the same and Engineer had not acted with reasonable promptness in response to such notice. 14.03 Defective Work A. Contractor's Obligation: It is Contractor's obligation to assure that the Work is not defective. B. Engineer's Authority: Engineer has the authority to determine whether Work is defective,and to reject defective Work. C. Notice of Defects: Prompt written notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. D. Correction,or Removal and Replacement: Promptly after receipt of written notice of defective Work, Contractor shall correct all such defective Work, whether or not fabricated, installed, or completed,or, if Engineer has rejected the defective Work, remove it from the Project and replace it with Work that is not defective. E. Preservation of Warranties:When correcting defective Work, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. F. Costs and Damages: In addition to its correction, removal, and replacement obligations with respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising out of or relating to defective Work, including but not limited to the cost of the inspection, testing, correction, removal, replacement, or reconstruction of such defective Work, fines levied against Owner by governmental authorities because the Work is defective, and the costs of repair or replacement of work of others resulting from defective Work. Prior to final payment,if Owner and Contractor are unable to agree as to the measure of such claims,costs, E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 57 of 70 losses, and damages resulting from defective Work, then Owner may impose a reasonable set-off against payments due under Article 15. 14.04 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner prefers to accept it, Owner may do so (subject, if such acceptance occurs prior to final payment,to Engineer's confirmation that such acceptance is in general accord with the design intent and applicable engineering principles, and will not endanger public safety). Contractor shall pay all claims, costs, losses, and damages attributable to Owner's evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness), and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to final payment, the necessary revisions in the Contract Documents with respect to the Work will be incorporated in a Change Order. If the parties are unable to agree as to the decrease in the Contract Price, reflecting the diminished value of Work so accepted,then Owner may impose a reasonable set-off against payments due under Article 15. If the acceptance of defective Work occurs after final payment, Contractor shall pay an appropriate amount to Owner. 14.05 Uncovering Work A. Engineer has the authority to require additional inspection or testing of the Work, whether or not the Work is fabricated, installed, or completed. B. If any Work is covered contrary to the written request of Engineer, then Contractor shall, if requested by Engineer, uncover such Work for Engineer's observation, and then replace the covering, all at Contractor's expense. C. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, then Contractor, at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, and provide all necessary labor, material, and equipment. 1. If it is found that the uncovered Work is defective, Contractor shall be responsible for all claims,costs, losses, and damages arising out of or relating to such uncovering,exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and pending Contractor's full discharge of this responsibility the Owner shall be entitled to impose a reasonable set-off against payments due under Article 15. 2. If the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as to the amount or extent thereof,then Contractor may submit a Change Proposal within 30 days of the determination that the Work is not defective. 14.06 Owner May Stop the Work A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents,then Owner may order Contractor to stop the Work, EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 58 of 70 or any portion thereof,until the cause for such order has been eliminated; however,this right of Owner to stop the Work will not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for,or employee or agent of any of them. 14.07 Owner May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from Engineer to correct defective Work, or to remove and replace defective Work as required by Engineer, then Owner may,after 7 days'written notice to Contractor,correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 14.07, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of the Site,take possession of all or part of the Work and suspend Contractor's services related thereto, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner's representatives, agents and employees, Owner's other contractors, and Engineer and Engineer's consultants access to the Site to enable Owner to exercise the rights and remedies under this paragraph. C. All claims,costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 14.07 will be charged against Contractor as set-offs against payments due under Article 15. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. D. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 14.07. ARTICLE 15—PAYMENTS TO CONTRACTOR;SET-OFFS; COMPLETION;CORRECTION PERIOD 15.01 Progress Payments A. Basis for Progress Payments:The Schedule of Values established as provided in Article 2 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to Engineer. Progress payments for Unit Price Work will be based on the number of units completed during the pay period, as determined under the provisions of Paragraph 13.03. Progress payments for cost-based Work will be based on Cost of the Work completed by Contractor during the pay period. B. Applications for Payments 1. At least 20 days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. 2. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment must also be accompanied by: (a) a bill of sale, invoice, copies of subcontract or purchase order payments, or other documentation E1CDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 59 of 70 establishing full payment by Contractor for the materials and equipment; (b) at Owner's request, documentation warranting that Owner has received the materials and equipment free and clear of all Liens; and (c) evidence that the materials and equipment are covered by appropriate property insurance, a warehouse bond, or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner. 3. Beginning with the second Application for Payment, each Application must include an affidavit of Contractor stating that all previous progress payments received by Contractor have been applied to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 4. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. C. Review of Applications 1. Engineer will,within 10 days after receipt of each Application for Payment, including each resubmittal, either indicate in writing a recommendation of payment and present the Application to Owner, or return the Application to Contractor indicating in writing Engineer's reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer's observations of the executed Work as an experienced and qualified design professional,and on Engineer's review of the Application for Payment and the accompanying data and schedules,that to the best of Engineer's knowledge, information and belief: a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion,the results of any subsequent tests called for in the Contract Documents,a final determination of quantities and classifications for Unit Price Work under Paragraph 13.03, and any other qualifications stated in the recommendation); and c. the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in the Contract; or b. there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 60 of 70 4. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct,or control the Work; b. for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto; c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work; d. to make any examination to ascertain how or for what purposes Contractor has used the money paid by Owner; or e. to determine that title to any of the Work, materials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if,in Engineer's opinion, it would be incorrect to make the representations to Owner stated in Paragraph 15.01.C.2. 6. Engineer will recommend reductions in payment (set-offs) necessary in Engineer's opinion to protect Owner from loss because: a. the Work is defective, requiring correction or replacement; b. the Contract Price has been reduced by Change Orders; c. Owner has been required to correct defective Work in accordance with Paragraph 14.07,or has accepted defective Work pursuant to Paragraph 14.04; d. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; or e. Engineer has actual knowledge of the occurrence of any of the events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents. D. Payment Becomes Due 1. Ten days after presentation of the Application for Payment to Owner with Engineer's recommendation,the amount recommended(subject to any Owner set-offs)will become due, and when due will be paid by Owner to Contractor. E. Reductions in Payment by Owner 1. In addition to any reductions in payment (set-offs) recommended by Engineer, Owner is entitled to impose a set-off against payment based on any of the following: a. Claims have been made against Owner based on Contractor's conduct in the performance or furnishing of the Work, or Owner has incurred costs, losses, or damages resulting from Contractor's conduct in the performance or furnishing of the Work, including but not limited to claims, costs, losses, or damages from workplace injuries, adjacent property damage, non-compliance with Laws and Regulations, and patent infringement; EJCDC°C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 61 of 70 b. Contractor has failed to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site; c. Contractor has failed to provide and maintain required bonds or insurance; d. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; e. Owner has incurred extra charges or engineering costs related to submittal reviews, evaluations of proposed substitutes, tests and inspections, or return visits to manufacturing or assembly facilities; f. The Work is defective, requiring correction or replacement; g. Owner has been required to correct defective Work in accordance with Paragraph 14.07,or has accepted defective Work pursuant to Paragraph 14.04; h. The Contract Price has been reduced by Change Orders; i. An event has occurred that would constitute a default by Contractor and therefore justify a termination for cause; j. Liquidated or other damages have accrued as a result of Contractor's failure to achieve Milestones,Substantial Completion, or final completion of the Work; k. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; or I. Other items entitle Owner to a set-off against the amount recommended. 2. If Owner imposes any set-off against payment, whether based on its own knowledge or on the written recommendations of Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and the specific amount of the reduction, and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, if Contractor remedies the reasons for such action. The reduction imposed will be binding on Contractor unless it duly submits a Change Proposal contesting the reduction. 3. Upon a subsequent determination that Owner's refusal of payment was not justified,the amount wrongfully withheld will be treated as an amount due as determined by Paragraph 15.01.D.1 and subject to interest as provided in the Agreement. 15.02 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to all Work,materials,and equipment furnished under the Contract will pass to Owner free and clear of (1) all Liens and other title defects, and (2) all patent, licensing, copyright, or royalty obligations, no later than 7 days after the time of payment by Owner. 15.03 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete and request that Engineer issue a certificate of Substantial Completion. Contractor shall at the same time EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 62 of 70 submit to Owner and Engineer an initial draft of punch list items to be completed or corrected before final payment. B. Promptly after Contractor's notification, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers the Work substantially complete, Engineer will deliver to Owner a preliminary certificate of Substantial Completion which will fix the date of Substantial Completion. Engineer shall attach to the certificate a punch list of items to be completed or corrected before final payment. Owner shall have 7 days after receipt of the preliminary certificate during which to make written objection to Engineer as to any provisions of the certificate or attached punch list. If, after considering the objections to the provisions of the preliminary certificate, Engineer concludes that the Work is not substantially complete, Engineer will, within 14 days after submission of the preliminary certificate to Owner, notify Contractor in writing that the Work is not substantially complete,stating the reasons therefor. If Owner does not object to the provisions of the certificate, or if despite consideration of Owner's objections Engineer concludes that the Work is substantially complete, then Engineer will, within said 14 days, execute and deliver to Owner and Contractor a final certificate of Substantial Completion (with a revised punch list of items to be completed or corrected) reflecting such changes from the preliminary certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of receipt of the preliminary certificate of Substantial Completion, Owner and Contractor will confer regarding Owner's use or occupancy of the Work following Substantial Completion, review the builder's risk insurance policy with respect to the end of the builder's risk coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner. Unless Owner and Contractor agree otherwise in writing, Owner shall bear responsibility for security, operation, protection of the Work, property insurance, maintenance, heat, and utilities upon Owner's use or occupancy of the Work. E. After Substantial Completion the Contractor shall promptly begin work on the punch list of items to be completed or corrected prior to final payment. In appropriate cases Contractor may submit monthly Applications for Payment for completed punch list items, following the progress payment procedures set forth above. F. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to remove its property and complete or correct items on the punch list. 15.04 Partial Use or Occupancy A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without EJCDC°C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 63 of 70 significant interference with Contractor's performance of the remainder of the Work,subject to the following conditions: 1. At any time,Owner may request in writing that Contractor permit Owner to use or occupy any such part of the Work that Owner believes to be substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor, Owner,and Engineer will follow the procedures of Paragraph 15.03.A through 15.03.E for that part of the Work. 2. At any time, Contractor may notify Owner and Engineer in writing that Contractor considers any such part of the Work substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request,Owner,Contractor,and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete, Engineer will notify Owner and Contractor in writing giving the reasons therefor. If Engineer considers that part of the Work to be substantially complete, the provisions of Paragraph 15.03 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Paragraph 6.04 regarding builder's risk or other property insurance. 15.05 Final Inspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work,or agreed portion thereof, is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 15.06 Final Payment A. Application for Payment 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of inspection, annotated record documents (as provided in Paragraph 7.12), and other documents, Contractor may make application for final payment. 2. The final Application for Payment must be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents; b. consent of the surety, if any,to final payment; c. satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to Owner free and clear of any Liens or other title defects, or will so pass upon final payment. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright®2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 64 of 70 d. a list of all duly pending Change Proposals and Claims; and e. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights arising out of the Work, and of Liens filed in connection with the Work. 3. In lieu of the releases or waivers of Liens specified in Paragraph 15.06.A.2 and as approved by Owner,Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (a)the releases and receipts include all labor, services, material,and equipment for which a Lien could be filed; and (b) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which Owner might in anyway be responsible, or which might in any way result in liens or other burdens on Owner's property,have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien, or Owner at its option may issue joint checks payable to Contractor and specified Subcontractors and Suppliers. B. Engineer's Review of Final Application and Recommendation of Payment: If, on the basis of Engineer's observation of the Work during construction and final inspection, and Engineer's review of the final Application for Payment and accompanying documentation as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor's other obligations under the Contract have been fulfilled, Engineer will,within 10 days after receipt of the final Application for Payment, indicate in writing Engineer's recommendation of final payment and present the final Application for Payment to Owner for payment. Such recommendation will account for any set-offs against payment that are necessary in Engineer's opinion to protect Owner from loss for the reasons stated above with respect to progress payments.Otherwise, Engineer will return the Application for Payment to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Notice of Acceptability: In support of its recommendation of payment of the final Application for Payment, Engineer will also give written notice to Owner and Contractor that the Work is acceptable, subject to stated limitations in the notice and to the provisions of Paragraph 15.07. D. Completion of Work:The Work is complete (subject to surviving obligations) when it is ready for final payment as established by the Engineer's written recommendation of final payment and issuance of notice of the acceptability of the Work. E. Final Payment Becomes Due: Upon receipt from Engineer of the final Application for Payment and accompanying documentation, Owner shall set off against the amount recommended by Engineer for final payment any further sum to which Owner is entitled, including but not limited to set-offs for liquidated damages and set-offs allowed under the provisions of this Contract with respect to progress payments. Owner shall pay the resulting balance due to Contractor within 30 days of Owner's receipt of the final Application for Payment from Engineer. 15.07 Waiver of Claims A. By making final payment, Owner waives its claim or right to liquidated damages or other damages for late completion by Contractor, except as set forth in an outstanding Claim, EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 65 of 70 appeal under the provisions of Article 17, set-off, or express reservation of rights by Owner. Owner reserves all other claims or rights after final payment. B. The acceptance of final payment by Contractor will constitute a waiver by Contractor of all claims and rights against Owner other than those pending matters that have been duly submitted as a Claim, or appealed under the provisions of Article 17. 15.08 Correction Period A. If within one year after the date of Substantial Completion (or such longer period of time as may be prescribed by the Supplementary Conditions or the terms of any applicable special guarantee required by the Contract Documents), Owner gives Contractor written notice that any Work has been found to be defective, or that Contractor's repair of any damages to the Site or adjacent areas has been found to be defective, then after receipt of such notice of defect Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: 1. correct the defective repairs to the Site or such adjacent areas; 2. correct such defective Work; 3. remove the defective Work from the Project and replace it with Work that is not defective, if the defective Work has been rejected by Owner, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others,or to other land or areas resulting from the corrective measures. B. Owner shall give any such notice of defect within 60 days of the discovery that such Work or repairs is defective. If such notice is given within such 60 days but after the end of the correction period, the notice will be deemed a notice of defective Work under Paragraph 7.17.6. C. If, after receipt of a notice of defect within 60 days and within the correction period, Contractor does not promptly comply with the terms of Owner's written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. Contractor shall pay all costs, losses, and damages (including but not limited to all fees and charges of engineers,architects,attorneys,and other professionals and all court or arbitration or other dispute resolution costs)arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others).Contractor's failure to pay such costs, losses, and damages within 10 days of invoice from Owner will be deemed the start of an event giving rise to a Claim under Paragraph 12.01.13, such that any related Claim must be brought within 30 days of the failure to pay. D. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications. E. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this paragraph,the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 66 of 70 F. Contractor's obligations under this paragraph are in addition to all other obligations and warranties. The provisions of this paragraph are not to be construed as a substitute for, or a waiver of,the provisions of any applicable statute of limitation or repose. ARTICLE 16—SUSPENSION OF WORK AND TERMINATION 16.01 Owner May Suspend Work A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 consecutive days by written notice to Contractor and Engineer. Such notice will fix the date on which Work will be resumed.Contractor shall resume the Work on the date so fixed.Contractor shall be entitled to an adjustment in the Contract Price or an extension of the Contract Times directly attributable to any such suspension. Any Change Proposal seeking such adjustments must be submitted no later than 30 days after the date fixed for resumption of Work. 16.02 Owner May Terminate for Cause A. The occurrence of any one or more of the following events will constitute a default by Contractor and justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment,or failure to adhere to the Progress Schedule); 2. Failure of Contractor to perform or otherwise to comply with a material term of the Contract Documents; 3. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; or 4. Contractor's repeated disregard of the authority of Owner or Engineer. B. If one or more of the events identified in Paragraph 16.02.A occurs, then after giving Contractor (and any surety) 10 days' written notice that Owner is considering a declaration that Contractor is in default and termination of the Contract, Owner may proceed to: 1. declare Contractor to be in default, and give Contractor (and any surety) written notice that the Contract is terminated; and 2. enforce the rights available to Owner under any applicable performance bond. C. Subject to the terms and operation of any applicable performance bond, if Owner has terminated the Contract for cause, Owner may exclude Contractor from the Site, take possession of the Work, incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and complete the Work as Owner may deem expedient. D. Owner may not proceed with termination of the Contract under Paragraph 16.02.E if Contractor within 7 days of receipt of notice of intent to terminate begins to correct its failure to perform and proceeds diligently to cure such failure. E. If Owner proceeds as provided in Paragraph 16.02.13, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds the cost to complete the Work, including all related claims, costs, losses,and damages(including but not limited to all fees and charges of engineers,architects, EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 67 of 70 attorneys, and other professionals) sustained by Owner, such excess will be paid to Contractor. If the cost to complete the Work including such related claims, costs, losses, and damages exceeds such unpaid balance, Contractor shall pay the difference to Owner. Such claims,costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this paragraph,Owner shall not be required to obtain the lowest price for the Work performed. F. Where Contractor's services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue, or any rights or remedies of Owner against Contractor or any surety under any payment bond or performance bond.Any retention or payment of money due Contractor by Owner will not release Contractor from liability. G. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 6.01.A,the provisions of that bond will govern over any inconsistent provisions of Paragraphs 16.02.E and 16.02.D. 16.03 Owner May Terminate for Convenience A. Upon 7 days' written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for(without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination,including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and 3. other reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. Contractor shall not be paid for any loss of anticipated profits or revenue, post-termination overhead costs,or other economic loss arising out of or resulting from such termination. 16.04 Contractor May Stop Work or Terminate A. If, through no act or fault of Contractor, (1) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (2) Engineer fails to act on any Application for Payment within 30 days after it is submitted,or(3) Owner fails for 30 days to pay Contractor any sum finally determined to be due, then Contractor may, upon 7 days' written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that time, terminate the contract and recover from Owner payment on the same terms as provided in Paragraph 16.03. B. In lieu of terminating the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, 7 days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 68 of 70 provisions of this paragraph are not intended to preclude Contractor from submitting a Change Proposal for an adjustment in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Contractor's stopping the Work as permitted by this paragraph. ARTICLE 17—FINAL RESOLUTION OF DISPUTES 17.01 Methods and Procedures A. Disputes Subject to Final Resolution: The following disputed matters are subject to final resolution under the provisions of this article: 1. A timely appeal of an approval in part and denial in part of a Claim, or of a denial in full, pursuant to Article 12; and 2. Disputes between Owner and Contractor concerning the Work, or obligations under the Contract Documents,that arise after final payment has been made. B. Final Resolution of Disputes: For any dispute subject to resolution under this article,Owner or Contractor may: 1. elect in writing to invoke the dispute resolution process provided for in the Supplementary Conditions; 2. agree with the other party to submit the dispute to another dispute resolution process; or 3. if no dispute resolution process is provided for in the Supplementary Conditions or mutually agreed to, give written notice to the other party of the intent to submit the dispute to a court of competent jurisdiction. ARTICLE 18—MISCELLANEOUS 18.01 Giving Notice A. Whenever any provision of the Contract requires the giving of written notice to Owner, Engineer, or Contractor, it will be deemed to have been validly given only if delivered: 1. in person, by a commercial courier service or otherwise, to the recipient's place of business; 2. by registered or certified mail, postage prepaid,to the recipient's place of business; or 3. by e-mail to the recipient,with the words"Formal Notice"or similar in the e-mail's subject line. 18.02 Computation of Times A. When any period of time is referred to in the Contract by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 69 of 70 18.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract. The provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 18.04 Limitation of Damages A. With respect to any and all Change Proposals,Claims,disputes subject to final resolution,and other matters at issue, neither Owner nor Engineer, nor any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project. 18.05 No Waiver A. A party's non-enforcement of any provision will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remainder of this Contract. 18.06 Survival of Obligations A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion, and acceptance of the Work or termination of the Contract or of the services of Contractor. 18.07 Controlling Law A. This Contract is to be governed by the law of the state in which the Project is located. 18.08 Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party to this Contract of any rights under or interests in the Contract will be binding on the other party without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract. 18.09 Successors and Assigns A. Owner and Contractor each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 18.10 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. EJCDC®C-700,Standard General Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 70 of 70 SUPPLEMENTARY CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page ARTICLE 1-DEFINITIONS AND TERMINOLOGY .............................................................................................1 ARTICLE 2-PRELIMINARY MATTERS.............................................................................................................1 ARTICLE 4-COMMENCEMENT AND PROGRESS OF THE WORK....................................................................1 ARTICLE 5-AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTALCONDITIONS....................................................................................................................2 ARTICLE6-BONDS AND INSURANCE............................................................................................................2 ARTICLE 7-CONTRACTOR'S RESPONSIBILITIES.............................................................................................5 ARTICLE 9-OWNER'S RESPONSIBILITIES.......................................................................................................6 ARTICLE 10- ENGINEER'S STATUS DURING CONSTRUCTION........................................................................7 ARTICLE12-CLAIMS ...................................................................................................................................10 ARTICLE 13-COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK.......................................................10 ARTICLE 14-TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 11 ARTICLE 15-PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ...................11 E1CDC1 C-800,Supplementary Conditions of the Construction Contract. CopyrightO' 2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 0 of 11 SUPPLEMENTAL CONDITIONS These Supplementary Conditions amend or supplement the Standard General Conditions of the Construction Contract, EJCDC® C-700 (2018 Edition). All provisions that are not so amended or supplemented remain in full force and effect. The terms used in these Supplementary Conditions have the meanings stated in the General Conditions. Additional terms used in these Supplementary Conditions have the meanings stated below, which are applicable to both the singular and plural thereof. The address system used in these Supplementary Conditions is the same as the address system used in the General Conditions,with the prefix"SC" added thereto. ARTICLE 1—DEFINITIONS AND TERMINOLOGY SC-1.01 Defined Terms SC-1.01. Add to the list of definitions in Paragraph 1.01.A by inserting the following as numbered items in their proper alphabetical positions: SURETY —The person, firm, or corporation which is bound by the contract bonds with and for Contractor (Principal); and which is held and firmly bound unto Owner for the conditions of obligations set forth in said bonds. ARTICLE 2—PRELIMINARY MATTERS SC-2.01 Delivery of Bonds and Evidence of Insurance SC-2.01 Delete Paragraphs 2.01 B. in their entirety and insert the following in their place: B. Evidence of Contractor's Insurance: When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner copies of the policies of insurance (including all endorsements, and identification of applicable self-insured retentions and deductibles) required to be provided by Contractor in Article 6. Contractor may block out(redact)any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. SC-2.01 Delete Paragraphs 2.01 C. in its entirety. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK SC-4.01 Commencement of Contract Times;Notice to Proceed SC-4.01 Amend the third sentence of Paragraph 4.01 A.to read as follows: A. In no event will the Contract Times commence to run later than the one hundred eightieth day after the day of Bid opening or the ninetieth day after the Effective Date of the Contract,whichever date is earlier. SC-4.05 Delays in Contractor's Progress EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 1 of 11 SC-4.05 Amend Paragraph 4.05.C.1 to include hurricanes. ARTICLE 5— AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS SC-5.01 Availability of Lands SC-5.01 Add the following to the end of paragraph 5.01.C: Contractor shall obtain said land rights at his own expense and without liability to the Owner. Contractor shall not enter upon private property without first obtaining written permission from the rightful property owner. SC-5.03 Subsurface and Physical Conditions SC 5.03 Delete Paragraphs 5.03.A and 5.03.E in their entirety and insert the following: A. No reports of explorations or tests of subsurface conditions at or adjacent to the Site, or drawings of physical conditions relating to existing surface or subsurface structures at the Site, are known to Owner. SC-5.06 Hazardous Environmental Conditions SC 5.06 Delete Paragraphs 5.06.A and 5.06.B in their entirety and insert the following: A. No reports or drawings related to Hazardous Environmental Conditions at the Site are known to Owner. B. Not Used. SC-5.06 Delete Paragraph 5.06 I. in its entirety. SC 5.06 Amend the first paragraph of 5.06.J of the General Conditions by changing "(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs)"to"(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs)" ARTICLE 6—BONDS AND INSURANCE SC-6.01 Performance, Payment, and Other Bonds SC 6.01 Delete Paragraph 6.01.0 in its entirety and insert the following: C. All Bonds shall be in the form prescribed by the Contract Documents or other form approved by Owner. All else notwithstanding, the terms of all Bonds shall be substantially in the form prescribed by Chapter 255, Florida Statutes. All Bonds shall be executed by Contractor and a corporate bonding company licensed to transact such business in the State of Florida and named on the current list of "Surety Companies Acceptable on Federal Bonds" as published in the Treasury Department Circular Number 570. Contractor will cause the Bonds to be recorded with the Clerk of the Circuit Court in the county in which the Work is to be performed. Failure to EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 2 of 11 execute bonds in the form prescribed may constitute nonresponsiveness on the part of Contractor. The expense for all Bonds shall be Contractor's responsibility. SC-6.02 Insurance—General Provisions SC-6.02 Add the following paragraph immediately after Paragraph 6.02.6: 1. Owner shall be shown as the Certificate Holder and provide for a 30-day cancellation notice. SC-6.02 Delete Paragraph 6.02 E. in its entirety. SC-6.02 Add the following paragraph immediately after Paragraph 6.02.N: O. No work shall be commenced under this contract until the required Certificate(s) have been provided. Work shall not continue after expiration (or cancellation) until new Certificate(s) have been provided. Non-continuance of work after expiration (or cancellation) of Certificate(s) will not constitute a delay beyond Contractor's control as defined in paragraph 4.05. P. Contractor shall arrange for its insurers' policies to include, or be endorsed to include, a severability of interest/cross liability provision, so that Owner will be treated as if a separate policy were in existence, but without increasing the policy limits. Q. Contractor's deductibles/self-insured retentions shall be disclosed to Owner and may be disapproved by the latter.They shall be reduced or eliminated at the option of Owner.Contractor is responsible for the amount of any deductible or self-insured retention. R. Insurance required of Contractor or any other insurance of Contractor shall be considered primary and insurance or self-insurance of Owner shall be considered excess, as may be applicable to claims that arise out of this contract. S. The Contractor shall either(a) require each subcontractor to procure and maintain the same coverage as required of the Contractor, or (b) insure the activities of subcontractors in his own policy. SC-6.04 Builder's Risk and Other Property Insurance SC-6.04.A. Add the following to the end of Paragraph 6.04.A: This insurance shall: 1. include the Owner and Contractor as named insureds, and all Subcontractors, and any individuals or entities required by the Supplementary Conditions to be insured under such builder's risk policy, as insureds or named insureds. For purposes of the remainder of this Paragraph 6.05, Paragraphs 6.06 and 6.07,and any corresponding Supplementary Conditions, the parties required to be insured shall collectively be referred to as "insureds." 2. be written on a builder's risk "all risk" policy form that shall at least include insurance for physical loss or damage to the Work,temporary buildings, falsework, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 3 of 11 terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake;volcanic activity,and other earth movement;flood;collapse;explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by the Supplementary Conditions. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake;volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk policies, by endorsement or otherwise, such insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. cover, as insured property, at least the following: (a) the Work and all materials, supplies, machinery,apparatus, equipment,fixtures,and other property of a similar nature that are to be incorporated into or used in the preparation, fabrication, construction, erection, or completion of the Work, including Owner-furnished or assigned property; (b) spare parts inventory required within the scope of the Contract; and (c) temporary works which are not intended to form part of the permanent constructed Work but which are intended to provide working access to the Site, or to the Work under construction, or which are intended to provide temporary support for the Work under construction, including scaffolding, form work, fences, shoring, falsework, and temporary structures. 4. cover expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects). 5. extend to cover damage or loss to insured property while in temporary storage at the Site or in a storage location outside the Site (but not including property stored at the premises of a manufacturer or Supplier). 6. extend to cover damage or loss to insured property while in transit. 7. allow for partial occupation or use of the Work by Owner, such that those portions of the Work that are not yet occupied or used by Owner shall remain covered by the builder's risk insurance. 8. allow for the waiver of the insurer's subrogation rights, as set forth below. 9. provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 9. not include a co-insurance clause. 10. include an exception for ensuing losses from physical damage or loss with respect to any defective workmanship, design, or materials exclusions. 12. include performance/hot testing and start-up. 13. be maintained in effect, subject to the provisions herein regarding Substantial Completion and partial occupancy or use of the Work by Owner, until the Work is complete. 14. include for the benefit of Owner loss of profits and soft cost coverage including, without limitation, fixed expenses and debt service for a minimum of 12 months EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 4 of 11 with a maximum deductible of 30 days, plus attorney's fees and engineering or other consultants'fees, if not otherwise covered; 15. include by express endorsement coverage of damage to Contractor's equipment. SC-6.03 Contractor's Insurance SC 6.03 Add the following new paragraph immediately after Paragraph 6.03.C: D. The limits of liability for the insurance required by Paragraph 6.03 of the General Conditions shall provide coverage for not less than the amounts listed in the Agreement or greater where required by Laws and Regulations: SC-6.05 Property Losses;Subrogation SC-6.05A Amend Paragraph 6.05.A.1 of the General Conditions by striking out the following words: "Owner and" ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES SC-7.03 Labor; Working Hours SC-7.03.C. Amend the first and second sentences of Paragraph 7.03.0 to state"...all Work at the Site shall be performed during regular working hours, 7:30 AM through 5:00 PM. Contractor will not perform Work on a Saturday, Sunday, or any legal holiday recognized by the Owner without prior written approval by the Owner.The Owner recognizes the following legal holidays: New Year's Day (January 1) Martin Luther King Jr. Day (3rd Monday in January) President's Day(3`d Monday in February) Memorial Day (Last Monday of May) Juneteenth Day(June 19) Independence Day(July 4) Labor Day (V Monday of September) Veteran's Day(November 11) Thanksgiving Day(4th Thursday of November) Day After Thanksgiving(41h Friday of November) Christmas Eve (December 24) Christmas Day(December 25) New Year's Eve (December 31)" SC-7.03.D. Add the following new paragraph immediately after Paragraph 7.03.C: Contractor shall be responsible for the cost of any overtime pay or other expense incurred by the Owner for Engineer's services (including those of the Resident Project Representative, if any), Owner's representative, and construction observation services, occasioned by the performance of Work outside of regular working hours as defined in the Contract Documents. If Contractor is responsible but does not pay, or if the parties are unable to agree as to the amount owed, then Owner may impose a reasonable set- off against payments due under Article 15. EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyrightm 2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 5of11 SC-7.08 Patent Fees and Royalties SC-7.08.13. Delete Paragraph 7.08 B. in its entirety. SC-7.12 Record Documents SC-7.12.A. Add the following new paragraph immediately after Paragraph 7.12.A: Annotation of record documents shall be legible, precise, and complete as determined by Engineer. Record drawings shall also meet all additional requirements if any as specified in the Contract Documents including providing an electronic CAD version. SC-7.13 Safety and Protection SC-7.13.A. Add the following new paragraph immediately after Paragraph 7.13.A.3: 4. Contractor shall be responsible at all times for precautions to achieve the protection of all persons, including employees and property. Contractor shall make special effort to detect hazardous conditions and shall take prompt action where necessary to avoid accident, injury, or property damage. OSHA and all other applicable safety laws and ordinances shall be followed as well as American National Standards Institute Safety Standards. All accidents, injuries, claims, or potential claims shall be reported promptly to Owner. SC-7.16 Submittals SC-7.16.E. Add the following new paragraph immediately after Paragraph 7.16.E.3: 3. Contractor shall reimburse Owner for the charges of Engineer and Engineer's Consultants for costs generated as a result of more than two submittals of any one Shop Drawing or Sample being required for evaluation due to rejection for noncompliance of the original submittal or for lack of information required by the Contract Documents. Owner's reimbursement for the charges shall be a deduction from Contractor's Partial Payment(s). SC-7.18 Indemnification SC-7.18 Delete in its entirety ARTICLE 9—OWNER'S RESPONSIBILITIES SC-9.02 Replacement of Engineer SC-9.02 Amend paragraph 9.02 of the General Conditions by striking out the following words: provided the Contractor makes no reasonable objection the replacement engineer." SC-9.11 Evidence of Financial Arrangements SC-9.11 Delete in its entirety EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 6 of 11 ARTICLE 10—ENGINEER'S STATUS DURING CONSTRUCTION SC-10.03 Resident Project Representative SC-10.03 Add the following new paragraphs immediately after Paragraph 10.03.13: B. The Resident Project Representative (RPR) will be Engineer's representative at the Site, will act as directed by and under the supervision of Engineer, and will confer with Engineer regarding RPR's actions. 1. General: RPR's dealings in matters pertaining to the Work in general shall be with Engineer and Contractor. RPR's dealings with Subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with Owner only with the knowledge of and under the direction of Engineer. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals,and Schedule of Values prepared by Contractor and consult with Engineer concerning acceptability. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences, and other Project-related meetings,and prepare and circulate copies of minutes thereof. 4. Liaison: a. Serve as Engineer's liaison with Contractor. Working principally through Contractor's authorized representative or designee, assist in providing information regarding the provisions and intent of the Contract Documents. b. Assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on-Site operations. c. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 5. Interpretation of Contract Documents: Report to Engineer when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by Engineer. 6. Shop Drawings and Samples: a. Record date of receipt of Samples and Contractor-approved Shop Drawings. b. Receive Samples which are furnished at the Site by Contractor and notify Engineer of availability of Samples for examination. C. Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by Engineer. 7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report such suggestions, EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 7 of 11 together with RPR's recommendations, if any, to Engineer. Transmit to Contractor in writing decisions as issued by Engineer. 8. Review of Work and Rejection of Defective Work: a. Conduct on-Site observations of Contractor's work in progress to assist Engineer in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to Engineer whenever RPR believes that any part of Contractor's work in progress is defective, will not produce a completed Project that conforms generally to the Contract Documents, or will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made;and advise Engineer of that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 9. Inspections,Tests, and System Start-ups: a. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate Owner's personnel, and that Contractor maintains adequate records thereof. b. Observe,record,and report to Engineer appropriate details relative to the test procedures and systems start-ups. 10. Records: a. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site,Subcontractors present at the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, deliveries of equipment or materials, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to Engineer. b. Record names, addresses, fax numbers, e-mail addresses, web site locations, and telephone numbers of all Contractors, Subcontractors, and major Suppliers of materials and equipment. C. Maintain records for use in preparing Project documentation. 11. Reports: a. Furnish to Engineer periodic reports as required of progress of the Work and of Contractor's compliance with the Progress Schedule and schedule of Shop Drawing and Sample submittals. b. Draft and recommend to Engineer proposed Change Orders,Work Change Directives, and Field Orders. Obtain backup material from Contractor. EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 8 of 11 C. Immediately notify Engineer of the occurrence of any Site accidents, emergencies, acts of God endangering the Work, force majeure or delay events,damage to property by fire or other causes,or the discovery of any Constituent of Concern or Hazardous Environmental Condition. 12. Payment Requests: Review applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the Schedule of Values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Contract Documents to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to Engineer for review and forwarding to Owner prior to payment for that part of the Work. 14. Completion: a. Participate in Engineer's visits to the Site to determine Substantial Completion,assist in the determination of Substantial Completion and the preparation of a punch list of items to be completed or corrected. b. Participate in Engineer's final visit to the Site to determine completion of the Work, in the company of Owner and Contractor, and prepare a final punch list of items to be completed and deficiencies to be remedied. C. Observe whether all items on the final list have been completed or corrected and make recommendations to Engineer concerning acceptance and issuance of the notice of acceptability of the work. C. The RPR shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment(including "or-equal" items). 2. Exceed limitations of Engineer's authority as set forth in the Contract Documents. 3. Undertake any of the responsibilities of Contractor, Subcontractors, or Suppliers. 4. Advise on, issue directions relative to,or assume control over any aspect of the means, methods, techniques, sequences or procedures of Contractor's work. 5. Advise on, issue directions regarding, or assume control over security or safety practices, precautions, and programs in connection with the activities or operations of Owner or Contractor. 6. Participate in specialized field or laboratory tests or inspections conducted off- site by others except as specifically authorized by Engineer. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 9 of 11 8. Authorize Owner to occupy the Project in whole or in part. ARTICLE 12—CLAIMS SC-12.01 Claims SC 12.01.E Amend the first sentence of paragraph 12.01.E of the General Conditions by changing "(but in no event later than 30 days)" to "(but in no event later than 90 days for the Owner and no later than 30 days for the Contractor)". ARTICLE 13—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK SC-13.01 Cost of the Work SC 13.01.B.5.c Add the following to the end of Paragraph 13.01.B.5.c: In no case shall rates exceed those published by the current edition of Data Quest Incorporated titled, Rental Rate Blue Book for Construction Equipment, and other procedures established by Florida Department of Transportation. SC 13.01.B.5.f Amend the first sentence of paragraph 13.01.B.5.f by striking out the following words: "(except losses and damages within the deductible amounts of property insurance established in accordance with Paragraph 6.05)." SC 13.01.B.5.i Add the following new paragraphs immediately after paragraph 13.01.B.5.i: j. The cost of compliance with current local, state and federal safety regulations. SC-13.03 Unit Price Work SC 13.03.E Delete Paragraph 13.03.E in its entirety and insert the following in its place: E. The unit price of an item of Unit Price Work shall be subject to reevaluation and adjustment by the Owner under the following conditions: 1. if the extended price of a particular item of Unit Price Work amounts to 25 percent or more of the Contract Price (based on estimated quantities at the time of Contract formation) and the variation in the quantity of that particular item of Unit Price Work actually furnished or performed by Contractor differs by more than 25 percent from the estimated quantity of such item indicated in the Agreement; and 2. if there is no corresponding adjustment with respect to any other item of Work; and 3. if Owner believes that the quantity variation entitles Owner to an adjustment in the unit price, Owner may make a Claim, seeking an adjustment in the Contract Price. SC 13.03.E Add the following new paragraphs immediately after Paragraph 13.03.E: F. Owner reserves the right to delete any Unit Price Work with the change, if any, in the Contract Price or in the Contract Times determined in accordance with Article 11. EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright°2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 10 of 11 ARTICLE 14—TESTS AND INSPECTIONS;CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK SC-14.02 Tests, Inspections, and Approvals SC 14.02.A Add the following to the end of Paragraph 14.02.A: Contractor shall reimburse Owner for the charges of Engineer and Engineer's Consultants for all costs due to work not being ready for tests and/or inspections when the Contractor has notified Engineer that work is ready for tests and/or inspections. Contractor shall reimburse Owner for all failed tests and subsequent retests. Partial payments payable to Contractor shall be distributed, first to reimburse the Owner for such charges, with the balance distributed to the Contractor in accordance with the Contract Documents. ARTICLE IS—PAYMENTS TO CONTRACTOR;SET-OFFS; COMPLETION;CORRECTION PERIOD SC-15.01 Progress Payments SC 15.01.13.3 Delete Paragraph 15.01.13.3 in its entirety and insert the following in its place: 5. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor certifying that Contractor has disbursed to all subcontractors and suppliers having an interest in the contract their pro rata shares of the payment out of previous progress payments received by Contractor for all work completed and materials furnished in the previous period, less a retainage withheld by Contractor pursuant to an agreement with a subcontractor.Contractor shall provide a waiver of lien for all stored materials with the second application for payment after submitting application for payment. If the waiver of lien is not provided, current application for payment will be reduced by the value of the stored materials until said time waiver of lien is received or stored materials become incorporated in the Work. Within 30 days of receipt for the final progress payment or any other payments received thereafter except the final payment, Contractor shall pay all subcontractors and suppliers having an interest in the contract their pro rata shares of the payment for all work completed and materials furnished. SC-15.03 Substantial Completion SC 15.03.E Add the following new subparagraph to Paragraph 15.03.B: 1. If some or all of the Work has been determined not to be at a point of Substantial Completion and will require re-inspection or re-testing by Engineer,the cost of such re-inspection or re-testing, including the cost of time, travel and living expenses, shall be paid by Contractor to Owner. If Contractor does not pay, or the parties are unable to agree as to the amount owed,then Owner may impose a reasonable set- off against payments due under Article 15. EJCDC®C-800,Supplementary Conditions of the Construction Contract. Copyright©2018 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 11 of 11 Client#: 301281 H2INNOV DATE(MMIDD/YYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 1 8/29/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME ACT Tracy Graham Edgewood Partners Ins. Center PHONE 770 232-0202 FAX - (AIC,No,Ext): _ (A/C,No): _ 2405 Satellite Boulevard E-MAIL Trac Graham a icbrokers.com ADDRESS: y P Duluth, GA 30096 INSURER(S)AFFORDING COVERAGE NAICp 770 232-0202 INSURER A:XL Insurance America,Inc. 24654 INSURED H2O Innovation USA,Inc. INSURER B:Travelers Property Casualty CO of Amer 25674 INSURER C:Scottsdale Insurance Company 41297 8227 Bunker Lake Blvd The Travelers Indemnity Company INSURER D: tY P Y of CT 25682 Ramsey MN 55303 1 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DDIYYYY) (MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY X X US00011386LI24A 5/01/2025 09/30/2025 EACH OCCURRENCE $1,0 00,000 CLAIMS-MADE 'i X OCCUR I DAMAGE TO RENTED PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) 1$10,000 PERSONAL&ADV INJURY _ S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE S1,000,000 X POLICY _ JJECOT _ LOC _PRODUCTS-COMP/OP AGG $1,000,000 OTHER 1 S COMBINED SINGLE LIMIT AUTOMOBILE X X HC2ECAP3X459717TCT I11/15/2024 11/15/2025 accident) - (Ea $2,000,000 X ANY AUTO BODILY INJURY(Per person) S OWNED OS ONLY SCHEDULED BODILY INJURY(Per accident) S AUTOS PROPERTY DAMAGE HIRED N NON-OWNED X AUTOS ONLY X AUTOS ONLY Per accident Retention i$250,000 UMBRELLA LIAB OCCUR I EACH OCCURRENCE �$ EXCESS LIAB CLAIMS-MADE I'� AGGREGATE 1 S DED RETENTION _ 5 B WORKERS COMPENSATION X UBA138799924NCR 11/15/2024 11/15/2025 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE i ER _ B ANY PROPRIETOR/PARTNER/EXECUTIVEi X UBA138799924NC6 111/15/2024 11/15/2025 E.L.EACH ACCIDENT 31,000,000 OFFICER/MEMBER EXCLUDED? �N� NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE 31,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT 31,000,000 _ C Contractors Poll VRS0007429 05/01/2024 09/30/2025 $5,000,000 Ea.Poll.Cond C Contractors Poll VRS0007429 05/01/2024 09/30/2025 $5,000,000 Aggregate C Deductible $50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES IACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Automobile Policy : Waiver of Transfer of Rights of Recovery Against Others To US (Waiver of Subrogation -Blanket CA T3 40 02 15 Additional Insured Lessor-Additional Insured and Loss Payee -Blanket CA 20 01 10 13 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Village of Tequesta SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 Tequesta Drive ACCORDANCE WITH THE POLICY PROVISIONS. Tequesta, FL 33469 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S7914318/M7673170 TK102 DESCRIPTIONS (Continued from Page 1) Workers Compensation Policy: Longs hore/Harbor Workers Compensation Act WC 04 01 01,WC 00 01 06&WC 99 01 01. Waiver of our Right to Recover WC00 03 13 04 84 Applies to All states and U.S.territories except monopolistic states, Puerto Rico,the U.S.Virgin Islands General Liability Policy: Blanket Additional Insured Owners Lessees or Contractors CG 20 10(12 19)As required by a written contract or written agreement Blanket Additional Insured-Designated Person or Organization CG 20 26(12 19)-As required by a written contract or agreement Blanket Additional Insured UB-A1387999-24-NC-R Owners, lessees or Contractors Schedule Person or Organization Products and Completed Operations CG 20 37 (12 19)As required by a written contract or agreement Additional Insured Owner, Lessees or Contractors Automatic Status for Other Parties when required in Written Contract CG 20 38(12 19) Primary and Non-Contributing Clause XIL 424(06 05)applies to the policies referenced on the COI when required by written contract Stop Gap Employers Liability Coverage Endorsement-Washington CG 04 42 (11 03) Stop Gap Employers Liability Coverage Endorsement Ohio CG 04 41 (03 14) Waiver of Rights of Recovery Against Others to Us CG 24 04(12 19)As required by a written contract. Village of Tequesta, its respective officers, partners,directors,employees, agents,consultants,and subconsultants are included as Additional Insured as respects General and Auto Liability on a primary and non-contributory basis where required by written contract, subject to the policy's terms and conditions. SAGITTA 25.3(2016/03) 2 of 2 #S7914318/M7673170 200-5700 boul.des Galeries,Quebec,QC G2K 0115 Im T 418 659-4848/1 800 463-2830-F 418 659-2936 CERTIFICATE OF INSURANCE Certificate No 446 This certificate is issued as a matter of information only and, unless otherwise set forth herein,grants no right upon the certificate holder. This certificate does not amend,extend nor modify in any way the coverage afforded by the policies below. In the event of conflict between this certificate and the terms and conditions of the insurance policies it evidences,the latter shall prevail. r. CE The Village of Tequesta Utilities Department H2O Innovation USA,Inc. 345 Tequesta Drive 8227 Bunker Lake Blv Tequesta, FL 33469 Ramsey, MN 55303 This is to certify that the policies of insurance listed below have been issued to the above Named Insured for the policy period indicated. Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. Comprehensive General Liability Master policy including Difference in conditions(DIC)/ Difference in limits(DIL)clause over policy #US00011386LI24A (X)Occurrence basis ( )Claims made basis XL Specialty From: 05/01/2024 Per occurrence 2 000 000 USD Insurance Company CA00001719LI24A To: 09/30/2025 General aggregate 2 000 000 USD Products/completed operations,aggregate 2 000 000 USD Personal injury and advertising liability 2 000 000 USD Tenant's legal liability 2 000 000 USD Medical Expenses 25 000 USD Non-owned automobile Q.P.F. NO 6 2 000 000 USD Excess Liability FOLLOW FORM (X)Excess of automobile liability,policy#HC2E-CAP- 3X459717-TCT-24 Axis Reinsurance (X) Excess of Comprehensive General Liability,policy Company(Canadian CTX/673638/01/2024 From: 05/01/2024 #US00011386LI24A To: 09/30/2025 (X) Excess of Employers Liability, policy#UB-A1389803 Branch) 24-NC-T&policy#UB-A1387999-24-NC-R Per occurrence 3 000 000 USD General aggregate 3 000 000 USD Second Excess Liability NovaRisk on behalf of In excess of policy#CTX/673638/01/2024 Trisura,Accelerant NRC3200023-U From: 05/01/2024 Per occurrence 5 000 000 USD and ICPEI To: 09/30/2025 General aggregate _-_- 5 000 000 USD ,_ __- --,--- ----` ------- -_-- According to the operations declared to the insurers and mentioned in the insurance policies. Including the project: Reverse Osmosis(RO)Membrane replacement for The Village of Tequesta Utilities,Tequesta,Florida Particular clauses applicable under Commercial General Liability and excess policies It is understood and agreed that the respective officers, partners,directors,employees,agents,consultants,and subconsultants of The Village of Tequesta is added as Additional Insured to the aboved mentionned policies,but solely with respect to liability arising out of the Named Insured's activities,operations,or described project,when required by contract and as per policy provisions. Policy cancellation notice will be delivered according to policy provisions. Annie Fournier, PAA Date: 2025-08-29 Authorized Representative POLICY NUMBER: US00011386LI24A COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations Any person or organization that you are required in As required per written contract a written contract or written agreement to include as an additional insured provided the"Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 ©Insurance Services Office, Inc., 2018 CG 20 10 12 19 POLICY NUMBER: US00011386LI24A COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization that you are required As required per written contract in a written contract or written agreement to include as an additional insured provided the "Bodily Injury"or"Property Damage"occurs subsequent to the execution of the written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III —Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law; and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 ENDORSEMENT#004 This endorsement, effective 12:01 a.m., May 1, 2024, forms a part of Policy No. US00011386LI24A issued to H2O Innovation USA, Inc. by XL Insurance America, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, as required by written contract. All other terms and conditions of this policy remain unchanged. XIL 424 0605 ©, 2005, XL America, Inc.