HomeMy WebLinkAboutResolution - 2020-R0084 - Amendment To Master Sales Agreement With Itron - 03/10/2020 Resolution No. 2020-R0084
Item No. 6.11
March 10, 2020
RESOLUTION
WHEREAS, the City of Lubbock (the "City") and Itron, Inc. ("Itron") entered into a Master
t' Sales Agreement,entered into on or about June 14, 2018,Electric Utility Board Resolution No.
EUB 2018-R0041 and City Council Resolution No. 2018-RO194 (the "Original Agreement")
to provide the City with advanced electric meter infrastructure and advanced water meter
infrastructure;
WHEREAS, the Electric Utility Board and the City Council of the City of Lubbock, possess
joint jurisdiction over the contracting for the subject infrastructure and services due to the
inclusion of both electric and water metering infrastructure;
WHEREAS, the City and Itron wish to amend the Original Agreement; NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute,
for and on behalf of the City of Lubbock, that certain First Amendment to Master Sales
Agreement (the "Amendment"), by and between the City of Lubbock and Itron, Inc., in the
form attached hereto and incorporated herein for all purposes, along with any necessary
documents related thereto.
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT this Resolution shall be null and void if the Electric Utility Board shall not likewise
authorize and direct the Chairman of the Electric Utility Board to execute the Amendment
within thirty(30)days of the date hereof.
Passed by the City Council on March 10, 2020
DANIEL M. POPE, AYOR
ATTEST:
Rebe ca Garza, City Secr tar
APPROVED AS TO CONTENT:
(�j
r&ve�, I - -
Aubrey A. Spell
P.E., Direc r of Water Utilities
APPROVED AS TO FORM:
AmyL. ty Attorney
I
a
Resolution No. 2020-R0084
FIRST AMENDMENT TO MASTER SALES AGREEMENT
This First Amendment to Master Sales Agreement("Amendment"), is entered into
effective the 14th day of March, 2020, by and between the City of Lubbock, Texas, acting
by and through its Electric Utility Board and City Council ("City"), and Itron, Inc., a Washington
corporation("Itrotf).
WITNESSETH
WHEREAS, the City and Itron entered into that certain Master Sales Agreement, entered
into on or about June 14, 2018, Electric Utility Board Resolution No. EUB 2018-R0041 and City
Council Resolution No. 2018-RO194 (the"Original Agreement"), wherein the City contracted
with Itron to provide to it advanced electric meter infrastructure and advanced water meter
infrastructure (to the extent opted by the City) and services related to same;
WHEREAS, the City subsequently opted that Itron provide the materials and perform the
work related to the advanced water meter infrastructure, specifically, equipment and labor for(i)
replacement of water meters; (2) retrofitting water meters with advanced metering infrastructure
("AMI") communication equipment; (3) installation of communication devices (collectors and
routers); and(4)meter lid replacements,as necessary (collectively, "Water Infrastructure");
WHEREAS, it has come to the attention of the City that certain grant funds or other
benefits may be available as concerns the Water Infrastructure;
WHEREAS,the granting authority has required that certain covenants be added to the
Original Agreement as concerns, and only as concerns, the Water Infrastructure, as a condition to
receiving such grant funds or other benefits;
First Amendment to Master Sales Agreement
Page 1
WHEREAS, Itron is amenable to such modification of the Original Agreement;
WHEREAS,the City and Itron now desire to enter into this Amendment providing for
such matters.
NOW,THEREFORE, for good and valuable consideration,the receipt and sufficiency of
which is hereby acknowledged,the City and Itron hereby amend the Original Agreement as
follows:
1. Section 16.21 is hereby added to the Original Agreement for all purposes,to wit:
16.21 Grant Covenants/Water Meters. Itron shall be fiirther bound by, and shall
comply with, all terms of the Supplemental Contract Conditions, as attached hereto as
Exhibit"A-1", AS CONCERNS AND ONLY AS CONCERNS,the Water Infrastructure,
as more particularly defined above.Nothing contained in Exhibit"A-1"shall apply to, or
in any way affect, any equipment or services related to same, other than the Water
Infrastructure.
Itron agrees to use its best efforts to locate and provide to the City any and all
documentation created prior to the execution of this Amendment that is required by the
City to comply with the provisions set forth in Exhibit A-1 regarding labor and materials
utilized by Itron for work conducted pursuant to the Original Agreement.
2. Exhibit"A-2","ITRON CHANGE ORDER FORM"{"Change Order"), is hereby added to the
Original Agreement for all purposes and shall be considered as a part of the compensation due
First Amendment to Master sales Agreement
Page 2
under the Original Agreement as if originally included therein.Authority to execute the Change
Order is hereby delegated by the City Council and Electric Utility Board,to the City Manager of
the City of Lubbock.
3. EXHIBIT"A-3", "CONTRACTOR'S ACT OF ASSURANCE",is hereby added to the
Original Agreement for all purposes.
d. EXHIBIT"A4",CONTRACTOR'S ACT OF ASSURNACE RESOLTUION" is hereby
added to the Original Agreement for all purposes.
5. TEXAS PUBLIC INFORMATION ACT
The requirements of Subchapter J, Chapter 552,Government Code,may apply to this
contract and the Contractor or vendor agrees that the contract can be terminated if the Contractor
or vendor knowingly or intentionally fails to comply with a requirement of that subchapter.
To the extent Subchapter J, Chapter 552, Government Code applies to this agreement,
Contractor agrees to: (1)preserve all contracting information related to the contract as provided
by the records retention requirements applicable to the governmental body for the duration of the
contract; (2)promptly provide to the governmental body any contracting information related to
the contract that is in the custody or possession of the entity on request of the governmental
body; and (3) on completion of the contract, either. (A)provide at no cost to the governmental
body all contracting information related to the contract that is in the custody or possession of the
entity; or(B)preserve the contracting information related to the contract as provided by the
records retention requirements applicable to the governmental body.
6. Except as amended hereby,the terms and conditions of the Original Agreement shall remain
valid and subsisting as originally provided.IN WITNESS WHEREOF,the parties have executed
this Amendment by their duly authorized representatives effective as of the date first written
above.
First Amendment to Master Sales Agreement
Page 3
CITY OF LUBBOCK, a Texas Home Rule
Municipal Corporation, acting through its
City Council
DANIEL M. POPE, MAYOR
ATTEST:
Bec Garza, City Secrt
APPROVED AS TO CONTENT:
Aubrey A. Spe P.E., Direct of Water Utilities
APPROVED AS TO FORM:
Amy Sims eputy City Attorney-Transactional
First Amendment to Master Sales Agreement
Page 4
CITY OF LUBBOCK,acting through the
Electric Utility Board of the City of
Lubbock
DAN ODOM, CHAIRMAN
ATTEST:
Greg Taylor,Board Secretary
APPROVED AS TO CONTENT:
Andy Burcham,Assistant Director of Electric Utilities/Chief Financial Officer
APPROVED AS TO FORM:
Richard Casner, General Counsel
Itron, Inc.,a Washington corporation
By:
First Amendment to Master Sales Agreement
Page 9
TWDB-0550
Rev 09/19
TexasW*r _ -
Development Board
Texas Water Development Board
Supplemental Contract Conditions for
Clean Water State Revolving Fund
(Equivalency) and Drinking Water State
Revolving Fund
For Construction Services for Projects Funded
through the CWSRF Equivalency
and DWSRF Programs
TWDB-0550
Rev 09/19
Table of Contents
I. INSTRUCTIONS FOR APPLICANTS...................................................................................................5
1. Applicability.......................................................................................................................................5
2. Use of Conditions...............................................................................................................................5
3. Modifications to Provisions.................................................................................................................5
4. Good Business Practices.....................................................................................................................5
5. Other Requirements.............................................................................................................................6
6. Advertisements for Bids.....................................................................................................................6
7. Bid Proposal........................................................................................................................................8
8. Bidding Process..................................................................................................................................8
9. Debarment and Suspension Certification............................................................................................8
10. Release of Funds.................................................................................................................................9
H. INSTRUCTIONS TO BIDDERS.......................................................................................................... 11
1. Contingent Award of Contract.......................................................................................................... 11
2. Disadvantaged Business Enterprise Goals........................................................................................ 11
3. Davis-Bacon Wage Rate Requirements............................................................................................11
4. American Iron and Steel...................................................................................................................12
5. Equal Employment Opportunity and Affirmative Action................................................................. 12
6. Debarment and Suspension Certification.......................................................................................... 12
7. Bid Guarantee................................................................................................................................... 12
III. SUPPLEMENTAL CONTRACT CONDITIONS............................................................................. 14
1. Supersession...................................................................................................................................... 14
2. Privity of Contract............................................................................................................................. 14
3. Definitions........................................................................................................................................ 14
4. Laws to be Observed......................................................................................................................... 14
5. Review by Owner and TWDB.......................................................................................................... 14
6. Performance and Payment Bonds..................................................................................................... 15
7. Payment Schedule and Cost Breakdown.......................................................................................... 15
8. Workman's Compensation Insurance Coverage(as applicable,consistent with Texas Labor Code§
406.096).....................................................................................................................................................15
9. American Iron&Steel...................................................................................................................... 16
10. Davis-Bacon Wage Rate Requirements............................................................................................ 17
(a) Compliance Procedures................................................................................................................... 17
Page 2 of 46
7WDB-0550
Rev 09/19
(b) Subcontracts................................................................................................ ....... 18
.............................
(c) Davis-Bacon General Wage Determinations................................................................................... 18
Option 1 —Applies to Governmental Entities(such as Cities and Districts).............................................20
Option 2—Applies to Non-Governmental Entities(such as Water Supply Corporations and Private
Companies)................................................................................................................................................28
11. Payments...........................................................................................................................................35
12. Equal employment opportunity and affirmative action....................................................................37
13. Debarment and Suspension...............................................................................................................39
14. Disadvantaged Business Enterprises.................................................................................................40
15. Archeological Discoveries and Cultural Resources..........................................................................42
16. Endangered Species..........................................................................................................................42
17. Hazardous Materials.........................................................................................................................42
18. Project Signage.................................................................................................................................43
19. Changes.............................................................................................................................................43
20. Operation and Maintenance Manuals and Training..........................................................................44
21. As-Built Dimensions and Drawings.................................................................................................45
22. Close-Out Procedures.......................................................................................................................45
23. Additional Forms and Information...................................................................................................45
Page 3 of 46
TWDB-0550
Rev 09/19
Forms and Guidance:
The Texas Water Development Board(TWDB)forms and guidance documents noted in this
instruction document may be accessed through the TWDB Financial Assistance website at:
http:llwww.twdb.texas.gov/financial/instractions/index.asia
Search by either the document number or name.
Page 4 of 46
TWDB-0550
Rev 09/19
I. INSTRUCTIONS FOR APPLICANTS
1. Applicability
These Supplemental Contract Conditions contain provisions that are worded to comply
with certain statutes and regulations which specifically relate to all Drinking Water State
Revolving Fund(DWSRF)projects and Clean Water State Revolving Fund(CWSRF)
Equivalency Program projects. Provisions which are applicable to the project's funding
source or dollar value of the contract are so noted within these provisions.
2. Use of Conditions
The conditions and forms listed under Section H. Instructions to Bidders are to be
included in the instructions to bidders for construction services. The provisions listed
under Section III: Construcdon Contract Supplemental Conditions shall be included, in
their entirety,with the other general and special conditions that are typically included in the
construction contract documents by the design engineer.
3. Modifications to Provisions
These provisions shall be included as a stand-alone section in the contract documents. The
Applicant may need to modify parts of these provisions to better fit the other provisions
of the construction contract. The Applicant and the consulting engineer should
carefully study these provisions before incorporating them into the construction contract
documents. In particular,Water Districts and other types of Districts should be aware of
statutes relating to their creation and operation which may affect the application of these
conditions. The TWDB Project Engineer/Reviewer should be consulted if the Applicant
thinks there is a need to modify parts of these provisions.
The Applicant is to determine and incorporate the affirmative action goals for the
project into Supplemental Contract Condition No. 12. Supplemental Condition No. 15,
Archeological Discoveries and Cultural Resources, and Condition No. 16, Endangered
Species, may be superseded or modified by project specific conditions established during the
environmental review process.
These documents may confer certain duties and responsibilities on the consulting
engineer that are beyond, or short of, what the Applicant intends to delegate. The
Applicant should ensure that the contractual agreement with the Engineer provides for the
appropriate services. Otherwise the Applicant should revise the wording in these special
conditions to agree with actually delegated functions.
4. Good Business Practices
There are other contract provisions that the Applicant and Engineer need to include as a
matter of good business practice. It is recommended that provisions addressing the
following matters be included in the construction contract.
Page 5 of 46
TWDB-0550
Rev 09/19
(a) Specifying the time frame for accomplishing the construction of the project,and the
consequences of not completing on time,including liquidation damages.
(b) Specifying the type and dollar value of and documentation of insurance the Contractor
is to carry. At a minimum,the Contractor should carry worker's compensation,liability
and builder's risk insurance.
(c) Identifying the responsibility of the Contractor-responsibility and warranty of work.
(d) Price reduction for defective pricing of negotiated costs.
(e) Differing site conditions-notice and claims regarding site conditions differing from
indicated conditions.
(f) Covenants against contingent fees-prohibit contingent fees for securing business.
(g) Gratuities-prohibitions against offering and accepting gratuities.
(h) Audit and access records.
(i) Suspension of work- conditions under which the Applicant may suspend work.
0) Termination-conditions under which the Applicant may terminate.
(k) Remedies-how disputes will be remedied.
5. Other Requirements
There may be other local government requirements and applicable Federal and State
statutes and regulations which are not included by these conditions. It is the Loan/Principal
Forgiveness Applicant's responsibility to ensure that the project and all contract
provisions are consistent with the relevant statutes and regulations.
6. Advertisements for Bids
State procurement statutes require advertising a contract for bid for at least two (2)
consecutive weeks. By not following this requirement,the project may need to be re-
advertised. The official advertisement for bids that is published in newspapers should include
certain information such as,but not limited to,the following:
(a) A clear description of what is being procured.
(b) How to obtain plans and specifications(P&S),necessary forms and information.
(c) The date and time by which bids are to be submitted(deadline).
(d) The address where bids are to be provided.
(e) This contract is contingent upon release of funds from the Texas Water Development
Board(TWDB).
(f) Any contract or contracts awarded under this Invitation for Bid(IFB),Request for
Proposals(RFP),or Request for Qualifications(RFQ)are expected to be funded in part
by financial assistance from the TWDB. Neither the U.S.Environmental Protection
Agency(EPA)or the State of Texas,nor any of its departments,agencies,or
employees,are or will be a party to this IFB,RFP,RFQ,or any resulting contract.
(g) For CWSRF,include—Any contract(s)awarded under this Invitation for Bids is/are
subject to the American Iron and Steel(AIS)requirements of Section 608 of the
Federal Water Pollution Control Act.
For DWSRF,include Any contract(s)awarded under this Invitation for Bids is:'are
subject to the American Iron and Steel (AIS)requirements of federal law,including
federal appropriation acts.
Page 6 of 46
TWDB-0550
Rev 09/19
(h) This contract is subject to the Environmental Protection Agency's (EPA)
Disadvantaged Business Enterprise(DBE)Program,which includes EPA-approved
fair share goals toward procurement of Minority and Women-owned Business
Enterprise (M/WBE)businesses. EPA rules require that applicants and prime
contractors make a good faith effort to award a fair share of contracts, subcontracts,
and procurements to M/WBEs through demonstration of the six affirmative steps.
For more details of the DBE Program and the current, applicable fair share goals,
please visit
hgp:F'r'www.twdb.texas. ovg /dbe.
(i) Equal Opportunity in Employment-All qualified Applicants will receive
consideration for employment without regard to race,color,religion,sex (including
pregnancy),sexual orientation,gender identity,national origin,age(40 or older),
disability,or genetic information. Bidders on this work will be required to comply
with the Department of Labor regulations at 41 CFR Part 60-4,relating to
Construction Contractors--Affirmative Action Requirements,which include the
President's Executive Order No. 11246, as amended by Executive Order No. 11375
and Executive Order No. 13672, in the award and administration of contracts awarded
under TWDB financial assistance agreements. Failure by the Contractor to carry out
these requirements is a material breach,which may result in the termination of the
awarded financial assistance.
6) Acknowledgement of any special requirements such as mandatory pre-bid conference.
(k) Right to reject any and all bids.
(1) Davis-Bacon prevailing wage requirements apply to the construction, alteration or
repair of treatment works carried out, in whole or in part,with assistance made
available by the Clean Water State Revolving Fund(CWSRF)or a construction
project financed,in whole or in part,from the Drinking Water State Revolving Fund
(DWSRF).
(m)The Davis-Bacon prevailing wage requirements apply to Contractors and Subcontractors
performing on federally funded or assisted contracts in excess of $2,000 for the
construction, alteration or repair (including painting) of a treatment works project under
the CWSRF or a construction project under the DWSRF.
(n) For prime contracts in excess of$100,000, Contractors and Subcontractors must also,
under the provisions of the Contract Work Hours and Safety Standards Act, as amended,
pay laborers and mechanics, including guards and watchmen, at least one and one-half
tithes their regular rate of pay for all hours worked over 40 in a workweek. The Fair
Labor Standards Act may also apply to Davis-Bacon covered contracts.
(o) Any contracts or subcontracts in excess of$2,000 must include the provisions of the
Davis-Bacon Wage Rate Requirements found in TWDB Guidance No. DB-0156.
(p) Wage Determinations-U.S. Department of Labor(DOL)wage determination must be
included in the bidding and contract documents. DOL wage determinations may be
obtained online at http://www.wdol.gov/.
Once it is determined that Davis-Bacon wage rates will apply to a construction contract,
the Applicant must state in the solicitation that Davis-Bacon prevailing wage rates are
applicable and bid packages must include the current Davis-Bacon general wage
determination for the area where construction will occur. While the solicitation remains
open,the Applicant must monitor www.wdol.gov on a weekly basis to ensure that the
wage determination contained in the solicitation remains current.
Page 7 of 46
TWDB-0550
Rev 09/19
The Applicant must amend the solicitation if the DOL issues a modification more than 10
days prior to the closing date(i.e.bid opening) for the solicitation. If DOL modifies or
supersedes the applicable wage determination less than 10 days prior to the closing date,
the Applicant may request a finding from TWDB that there is not reasonable time to
notify interested Contractors of the modification of the wage determination.
(q) For additional information on Davis-Bacon Wage Rate Requirements and its applicability
to this contract,please consult TWDB Guidance No. DB-0156.
7. Bid Proposal
The Bid proposal form should account for the following:
(a) If a lump sum bid,include a list of the materials used and associated costs.
(b) Distinguish Eligible and Ineligible items.
(c) Accommodate Trench Safety requirements with separate per unit pay item for trench
excavation safety protection,Health and Safety Code Chapter 756, Subchapter C.
(d) Include space for the Contractor to acknowledge receipt of each Addendum issued
during the bidding process.
S. Bidding Process
The Plans and Specifications,P&S,should include an explanation of how the bids will
be processed and should include the following components:
(a) Whether a Pre-bid Conference will be held,whether it is optional or mandatory,where
and when it will be held.
(b) Specify the criteria and process for determining responsiveness and responsibility of
the bidder.
(c) Specify the method of determining the successful bidder and award(e.g.,award to the
lowest responsive,responsible bidder,accounting for any multiple parts to bids).
(d) Allow for withdrawal of a bid due to a material mistake.
(e) Identify the time frame that the bids may be held by the Applicant before awarding a
contract(i.e.,typically for 60 or 90 days).
(f) Acknowledge right of the Applicant to reject any and all bids.
9. Debarment and Suspension Certification
Financial assistant recipients must fully comply with the requirements of Subpart C of 2 CFR
Part 180 "Responsibilities of Participants Regarding Transactions Doing Business with
Other Persons"-as implemented and supplemented by 2 CFR Part 1532. The recipient is
responsible for ensuring that any lower tier covered transaction, as described in Subpart B of
2 CFR Part 180 "Covered Transactions"_ includes a term or condition requiring
compliance with Subpart C.
The recipient is fully responsible for requiring the inclusion of a similar term or condition in
any subsequent lower tier covered transactions.
Recipient acknowledges that failing to disclose the information required under 2 CFR
180.355 may result in the delay or negation of the financial assistance, or pursuance of legal
remedies including debarment and suspension.
Page 8 of 46
TWDB-0550
Rev 09/19
The recipient must complete and submit certification No.SRF-404:Debarment/
Suspension Cerhflcation,certifying that it has checked the federal System for Award
Management website{htt Wwww.sarn.y_uy) and determined that the Contractor is not an
"excluded party"that is debarred, suspended or otherwise excluded from participation in
federal assistance programs under Executive Order 12549, as required by 2 CFR Part 180
and 2 CFR Part 1532.
10. Release of Funds
Prior to the TWDB approval to issue a notice to proceed(NTP), and subsequent release of
funds for construction(according to program specific requirements),the Applicant and its
consultant shall provide the following bid documents;
(a) Submittal of Bid Documents to TWDB Project Engineer/Reviewer to allow
contingent award of contract:
Advertisement and Affidavit of advertisement,
Bid tabulation,
All Addenda submitted and approved for the contract,
Bid proposal of apparent low bidder(or chosen bidder with explanation)with bid bond,
Entity's Disadvantaged Business Enterprise forms TWDB 0216 and TWDB 373,
Contractor's Disadvantaged Business Enterprise forms TWDB 0216,0217, and 0373
Site Certificate(ED-101),
Consulting engineer's recommendation to award letter,
A description of any bidding irregularities,
Construction inspection proposal,
Bidder's Certifications Form(WRD-255).
(b) Following contingent award of the contract,TWDB Project Engineer/Reviewer
should receive a bound copy of the executed contract documents(including
specifications). This document should include:
Executed agreement,
Contractor's Act of Assurance(TWDB Form ED -103),
Contractor's Act of Assurance Resolution(TWDB Form ED-104),
Payment and Performance Bonds (must be executed on or after the date of the
contract),
Contractor's Certificate of Insurance,
Sufficiency of Funds letter.
Page 9 of 46
TWDB-0550
Rev 09/19
After reviewing and approving the executed bid documents,the TWDB will issue an
authorization for the Applicant to issue a notice to proceed. At this time,TWDB staff can
begin releasing construction funds in accordance with program requirements.
Once construction begins,the Applicant must submit monthly,with each Outlay Request,the
following documents:
- DB-0154 Monthly Davis Bacon Wage Rate Certificate of Compliance.
TWDB-1106-A Monthly American Iron and Steel Certificate.
Failure to provide these certificates will result in denial of release of funds.
For any questions or proposed modifications to these conditions,please contact your TWDB
Project Engineer/Reviewer.
Page 10 of 46
TWDB-0550
Rev 09/19
II, INSTRUCTIONS TO BIDDERS
The language and conditions listed in this Section shall be included in the"Instructions to Bidders"
section of the construction contract documents.
1. Contingent Award of Contract
This contract is contingent upon release of funds from the Texas Water Development
Board. Any contract(s) awarded under this Invitation for Bids is/are expected to be funded
in part by a loan or loan with principal forgiveness from the Texas Water Development
Board and a grant from the United States Environmental Protection Agency, U.S. EPA.
Neither the State of Texas, the U.S. EPA, nor any of its departments,agencies, or
employees,are or will be a party to this Invitation for Bids or any resulting contract.
2. Disadvantaged Business Enterprise Goals
The Texas Water Development Board's (TWDB)Clean Water and Drinking
W at e r S t at a Revolving Fund programs receive federal funds from the U. S.
Environmental Protection Agency(EPA). As a condition of federal grant awards, EPA
regulations require that loan recipients make a "good faith effort" to award a fair share
of work to Disadvantaged Business Enterprises (DBE) who are Minority Business
Enterprises (MBE's), and Women-owned Business Enterprises (WBE's)whenever procuring
construction, supplies, services and equipment. More information on DBE requirements is
available in the Supplemental Contract Conditions section of this guidance No. 14.
Disadvantaged Business Enterprises.
The current fair share goals for the State of Texas are as follows:
CATEGORY MBE WBE
Construction 19.44% 9.17%
Equipment 16.28% 11.45%
Services 20.41% 13.66%
Supplies 25.34% 8.82%
3. Davis-Bacon Wage Rate Requirements
(a) Davis-Bacon prevailing wage requirements apply to the construction,alteration or repair
of treatment works carried out,in whole or in part,with assistance made available by the
Clean Water State Revolving Fund(CWSRF)or a construction project financed, in whole
or in part,from the Drinking Water State Revolving Fund(DWSRF).
(b) The Davis-Bacon prevailing wage requirements apply to Contractors and Subcontractors
performing on federally funded or assisted contracts in excess of $2,000 for the
construction, alteration or repair (including painting)of a treatment works project under the
CWSRF or a construction project under the DWSRF.
(c) For prime contracts in excess of$100,000,Contractors and Subcontractors must also,under
the provisions of the Contract Work Hours and Safety Standards Act,as amended,pay
laborers and mechanics,including guards and watchmen, at least one and one-half times their
regular rate of pay for all hours worked over 40 in a workweek.
The Fair Labor Standards Act may also apply to Davis-Bacon covered contracts.
Page 11 of 46
TWDB-0550
Rev 09/19
(d) Any contracts in excess of$2,000 must include the provisions of the Davis-Bacon Wage
Rate Requirements. If the Owner(sub-recipient) is a governmental entity such as a city or
district, it must insert in full the contract clauses found in TWDB Guidance DB-0156,
Appendix 1: Section 3, Section 4 if the contract exceeds $100,000, and Section 5. If the
Owner(sub-recipient) is a non-governmental entity such as a water supply corporation or a
private company, it must insert in full the contract clauses found in TWDB Guidance DB-
0156,Appendix 2: Section 3, Section 4 if the contract exceeds $100,000, and Section 5.
The Owner(sub-recipient)must ensure all prime contracts require the same full text in any
subcontracts. See TWDB Guidance DB-0156 for the text of the contract language that must
be included.
Additional information on Davis-Bacon Wage Rate Requirements and its applicability to this
contract can be found in TWDB Guidance DB-0156.
4. American Iron and Steel
Any contract(s) awarded under this Invitation for Bids is/are subject to the American Iron and
Steel(AIS)requirements of 33 U.S.0 §1388 for Clean Water State Revolving Fund projects
or Public Law 114-113, Consolidated Appropriations Act,2016,or subsequent appropriations
acts, for Drinking Water State Revolving Fund projects. The Contractor must complete the
statement of understanding regarding this requirement, found in Supplemental Contract
Conditions,Item No. 9.
S. Equal Employment Opportunity and Affirmative Action
All qualified applicants will receive consideration for employment without regard to race,
color,religion, sex (including pregnancy), sexual orientation, gender identity, national
origin, age (40 or older), disability, or genetic information. Bidders on this work will
be required to comply with the Department of Labor regulations at 41 CFR Part 60-4,
relating to Construction Contractors--Affirmative Action Requirements,which include the
President's Executive Order No. 11246, as amended by Executive Order No. 11375 and
Executive Order No. 13672, in the award and administration of contracts awarded under
TWDB financial assistance agreements. Failure by the Contractor to carry out these
requirements is a material breach, which may result in the termination of the awarded
financial assistance.
6. Debarment and Suspension Certification
This contract is subject to the federal requirements of Subpart C of 2 CFR Part 180 and Part
1532 regarding Debarment and Suspension. The Contractor will comply with the assurances
provided with the bid that leads to a contract.
7. Bid Guarantee
Each bidder shall furnish a bid guarantee equivalent to five percent of the bid price(Water
Code 17.183). If a bid bond is provided,the Contractor shall utilize a surety company
which is authorized to do business in Texas in accordance with Surety Bonds and
Related Instruments,Chapter 3503 of the Insurance Code.
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TWDB-0550
Rev 09/19
Forms to be submitted with Bid:
• VMD-255,Bidder's Certifications regarding Equal Employment Opportunity and Non-
Segregated Facilities.
• SRF-404,Certification Regarding Debarment,Suspension and Other Responsibility Matters,
(to be completed and submitted by the sub-recipient).
• Disadvantaged Business Enterprise(DBE)Construction Contract Phase Forms
Form Prime Contractor Submit Form To
TWDB-0216 Required TWDB
TWDB-0217 Required TWDB
TWDB-0373 Required TWDB
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TWDB-0550
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III. SUPPLEMENTAL CONTRACT CONDITIONS
1. Supersession
The Owner and the Contractor agree that the TWDB Supplemental Conditions apply to that
work eligible for Texas Water Development Board assistance to be performed under this
contract and these clauses supersede any conflicting provisions of this contract.
2. Privity of Contract
Funding for this project is expected to be provided in part by the Texas Water
Development Board. Neither the State of Texas, nor any of its departments, agencies or
employees is, or will be, a party to this contract or any lower tier contract. This contract is
subject to applicable provisions 31 TAC Chapter 371 (DWSRF)or 375 (CWSRF)in effect
on the date of the assistance award for this project.
3. Definitions
(a) The term"Owner"means the local entity contracting for the construction services.
(b) The term "TWDB" means the Executive Administrator of the Texas Water
Development Board, or other person who may be at the time acting in the capacity
or authorized to perform the functions of such Executive Administrator,or the authorized
representative thereof.
(c) The term"Engineer"means the engineer the Owner has authorized to work on the
project.
4. Laws to be Observed
In the execution of the Contract, the Contractor must comply with all applicable Local,
State and Federal laws, including but not limited to laws concerned with labor, safety,
minimum wages,and the environment. The Contractor shall make himself familiar
with and at all times shall observe and comply with all Federal, State, and Local laws,
ordinances and regulations which in any manner affect the conduct of the work, and shall
indemnify and save harmless the Owner, Texas Water Development Board,and their
representatives against any claim arising from violation of any such law, ordinance or
regulation by the Contractor,their Subcontractor or their employees.
5. Review by Owner and TWDB
(a) The Owner, authorized representatives and agents of the Owner, and TWDB shall, at
all times have access to and be permitted to observe and review all work,
materials, equipment,payrolls, personnel records, employment conditions, material
invoices, and other relevant data and records pertaining to this Contract,provided,
however that all instructions and approval with respect to the work will be given to the
Contractor only by the Owner through authorized representatives or agents.
(b) Any such inspection or review by the TWDB shall not subject the State of Texas, or its
representatives,to any action for damages.
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6. Performance and Payment Bonds
Each Contractor awarded a construction contract must famish performance and
payment bonds:
(a) The performance bond shall include without limitation guarantees that work done
under the contract will be completed and performed according to approved plans and
specifications and in accordance with sound construction principles and practices;
(b) The performance and payment bonds shall be in a penal sum of not less than 100
percent of the contract price and remain in effect for one year beyond the date of
approval by the Engineer of the political subdivision; and
(c) The Contractor shall utilize a surety company which is authorized to do business in
Texas in accordance with Surety Bonds and Related Instruments, Chapter 3503 of the
Insurance Code.
7. Payment Schedule and Cost Breakdown
(a) The Contractor shall submit for approval immediately after execution of the
Agreement, a carefully prepared Progress Schedule, showing the proposed dates of
starting and completing each of the various sections of the work, the anticipated
monthly payments to become due to the Contractor,and the accumulated percent of
progress each month.
(b) The following paragraph applies only to contracts awarded on a lump sum contract
price:
COST BREAKDOWN- The Contractor shall submit to the Owner a detailed breakdown
of the estimated cost of all work to be accomplished under the contract, arranged and
itemized as to meet the approval of the Owner or funding agencies. This breakdown
shall be submitted promptly after execution of the agreement and before any payment
is made to the Contractor for the work performed under the contract. After
approval by the Owner the unit prices established in the breakdown shall be used in
estimating the amount of partial payments to be made to the Contractor.
8. Workman's Compensation Insurance Coverage (as applicable, consistent with
Texas Labor Code § 406.096)
(a) The Contractor shall certify in writing that the Contractor provides workers'
compensation insurance coverage for each employee of the Contractor employed on the
public project.
(b) Each Subcontractor on the public project shall provide such a certificate relating to
coverage of the Subcontractor's employees to the general Contractor, who shall
provide the Subcontractor's certificate to the governmental entity.
(c) A Contractor who has a contract that requires workers' compensation insurance
coverage may provide the coverage through a group plan or other method satisfactory
to the governing body of the governmental entity.
(d) The employment of a maintenance employee by an employer who is not engaging in
building or construction as the employer's primary business does not constitute
engaging in building or construction.
(e) In this section:
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i. "Building or construction"includes:
• erecting or preparing to erect a structure, including a building, bridge,
roadway,public utility facility,or related appurtenance;
• remodeling,extending,repairing,or demolishing a structure;or
• otherwise improving real property or an appurtenance to real property
through similar activities.
ii. "Governmental entity" means this state or a political subdivision of this state.
The term includes a municipality.
9. American Iron & Steel
The following statement must be completed by the Contractor and made a part of the
agreement between the Owner and the Contractor:
The Contractor acknowledges to and for the benefit of the Owner("Purchaser")and the
Texas Water Development Board(TWDB) that it understands the goods and services under
this Agreement are being funded with monies made available by the Clean Water State
Revolving Fund and/or Drinking Water State Revolving Fund that have statutory
requirements commonly known as "American Iron and Steel"that requires all of the iron
and steel products used in the project to be produced in the United States ("American Iron
and Steel Requirement') including iron and steel products provided by the Contactor
pursuant to this Agreement. The Contractor hereby represents and warrants to and for the
benefit of the Owner and the TWDB that(a) the Contractor has reviewed and understands
the American Iron and Steel Requirement, (b)all of the iron and steel products used in the
project will be andlor have been produced in the United States in a manner that complies
with the American Iron and Steel Requirement, unless a waiver of the requirement is
approved, and(c) the Contractor will provide any further verified information, certification
or assurance of compliance with this paragraph, or information necessary to support a
waiver of the American Iron and Steel Requirement, as may be requested by the Owner or
the TWDB. Notwithstanding any other provision of this Agreement, any failure to comply
with this paragraph by the Contractor shall permit the Owner to enforce this Agreement and
recover as damages against the Contractor any loss, expense, or cost(including without
limitation attorney's fees) incurred by the Owner resulting from any such failure(including
without limitation any impairment or loss of funding, whether in whole or in part,from the
TWDB or any damages owed to the TWDB by the Owner). While the Contractor has no
direct contractual privity with the TWDB, as a lender to the Owner far the funding of its
project, the Owner and the Contractor agree that the TWDB is a third party beneficiary and
neither this paragraph (nor any other provision of this Agreement necessary to give this
paragraph force or effect)shall be amended or waived without the prior written consent of
the TWDB.
Additional information on the American Iron and Steel(AIS) and its applicability to
this contract can be found in the TWDB-1106 guidance.
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It is recommended the Owner receive and maintain files documenting the Contractor's
use of AIS. Monthly compliance with AIS will be verified by the Owner through the
submittal of the TWDB form TWDB-1106-A.
10. Davis-Bacon Wage Rate Requirements
(a) Compliance Procedures
In order to be held in compliance and satisfy this federal requirement,the following must be
fulfilled:
i. Wage Determinations-U.S. Department of Labor(DOL)wage determination must be
included in the bidding and contract documents. DOL wage determinations may be obtained
online at http://www.wdol.gov/. Once it is determined that Davis-Bacon wage rates will
apply to a construction contract,the Owner must state in the solicitation that Davis-Bacon
prevailing wage rates are applicable and bid packages must include the current Davis-Bacon
general wage determination for the area where construction will occur. While the solicitation
remains open,the Owner must monitor www.wdol.gov on a weekly basis to ensure that the
wage determination contained in the solicitation remains current. The Owner must amend the
solicitation if the DOL issues a modification more than 10 days prior to the closing date(i.e.
bid opening)for the solicitation. If DOL modifies or supersedes the applicable wage
determination less than 10 days prior to the closing date,the Owner may request a finding
from the TWDB that there is not a reasonable time to notify interested Contractors of the
modification of the wage determination.
ii. Insert wage rate requirements in full for all contracts and subcontracts in excess of
$2,000-If the Owner is a governmental entity such as a city or district, it must insert in full
the contract clauses shown below as Option 1: Section 3, Section 4 if the contract exceeds
$100,000,and Section 5. If the Owner is a non-governmental entity such as a water supply
corporation or a private company, it must insert in full the contract clauses shown below as
Option 2: Section 3, Section 4 if the contract exceeds $100,000, and Section 5. The Owner
must ensure all prime contracts require the same full text in any subcontracts.
iii. Monthly Certification The Owner must complete and submit monthly a Davis Bacon
Wage Rate Certificate of Compliance once construction has begun. (Use Monthly Davis
Bacon Wage Rate Certificate of Compliance Submittal by Owner(Subrecivient)DB-
0154).
B-1 4).
iv. Contractor Payroll Requirements-The Contractor is required to pay the prevailing wage
rates on a weekly basis to laborers and mechanics in accordance with the requirements of 29
CFR 5.5,which are incorporated into the actual construction contract. Contractors:`
Subcontractors must furnish weekly a statement with respect to the wages paid to each
employee during the preceding week. They may use the Department of Labor(DOL)Payroll
Form WH-347 and weekly Statement of Compliance on the reverse, or their own payroll form
with all of the same data elements as the DOL Payroll Form WH-347,and the TWDB's form,
Statement of Compliance Certification by Contractor fnr;SRF,DB-0155. The DOL Payroll
Form W11-347 can be found under the forms section of this document or at the following link:
ft://w-%,w.dol.gov,'whd/prograins/dbra/wh347.htm.
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V. Interviews-The Owner must periodically interview a sufficient number of employees
entitled to the Davis-Bacon prevailing wages to verify that Contractors or Subcontractors are
paying the appropriate wage rates. All interviews must be conducted in confidence. The
Owner must use Standard Form 1445 (SF 1445)found in the forms section of TWDB
guidance document TWDB-0156 or equivalent documentation to memorialize the interviews.
The Owner must establish and follow an interview schedule based on its assessment of the
risks of noncompliance with Davis-Bacon posed by Contractors or Subcontractors and the
duration of the contract or subcontract. The Owner must conduct more frequent interviews if
the initial interviews or other information indicated that there is a risk that the Contractor or
Subcontractor is not complying with Davis-Bacon. The Owner must immediately conduct
interviews in response to an alleged violation of the prevailing wage requirements.
vi. Payroll Records - Certified payroll records are required to be retained by the Owner and
Contractor for three years after completion of the construction project. The Owner must
periodically conduct spot checks of a representative sample of weekly payroll data to verify
that Contractors or Subcontractors are paying the appropriate wage rates.
vii. Wage Rate Poster—The Contractor must post the required Poster(WH-1321) and applicable
wage rates at the construction site. The wage rate poster may be found at under the forms
section of TWDB Guidance DB-0156 or at
http://www.do].gov4hd/progmm.&/dbra/wh1321.htin.
viii. Report Violations The Owner must immediately report violations of the Davis-Bacon
prevailing wage requirements to the EPA Davis-Bacon Coordinator listed in the assistance
agreement and to the appropriate DOL WED Office listed at
ht!p://www.dol.gov/dol/contact/index.htrn.
(b) Subcontracts
The Contractor will insert in full the required wage rate requirement in any
subcontract in excess of$2,000 as specified in(a)(ii) of this section.
(c) Davis-Bacon General Wage Determinations
A"wage determination" is the listing of wage and fringe benefit for each classification
of laborers and mechanics which the Administrator of the Wage and Hour Division of
the U.S. DOL has determined to be prevailing in a given area for a construction. The
Davis-Bacon Wage Determinations are classified by the nature of the construction
projects performed, specifically listed as "schedules": residential,building,highway,
and heavy construction. A brief outline of the definitions for each schedule is listed
below.
Construction Type: Heavy determination
This determination includes those projects that are not properly classified as either
"building," "highway," or"residential." Unlike these classifications,heavy construction is
not a homogenous classification. Because of this catch-all nature,projects within the heavy
classification may sometimes be distinguished on the basis of their particular project
characteristics, and separate schedules may be issued for dredging projects,water and sewer
line projects,dams,major bridges, and flood control projects.
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• Construction Type: Highway determination
This determination includes construction, alteration or repair of roads, streets,highways,
runways,taxiways, alleys,trails,paths,parking areas, and other similar projects not
incidental to building or heavy construction.
• Construction Type: Building determination
This determination includes construction of sheltered enclosures with walk-in access for the
purpose of housing persons,machinery, equipment or supplies; all construction of such
structures; the installation of utilities and of equipment,both above and below grade levels;
as well as incidental grading,utilities and paving. Such structures need not be"habitable"to
be building construction. Also,the installation of heavy machinery and/or equipment does
not generally change the project's character as a building.
• Construction Type: Residential
This determination includes the construction, alteration or repair of single-family houses,
apartment buildings of no more than four stories in height. This includes all incidental items
such as site work,parking areas,utilities,streets, and sidewalks.
The Owner should review their Contractor's wage decisions and confirm they provide an adequate
classification of the labor required for the specific construction contract. Most CWSRF and
DWSRF projects will fall under the"Heavy"construction type,but Owners should ask their
consulting Engineers if unsure. Some contracts or projects may require more than one general
schedule to be included depending on the nature and extent of the work(i.e. a building is constructed
in a water treatment facility). This is described in more detail in DOL's All Agency Memorandum
130 with Addendum 131. See the DOL's website
h"://www.dol.goy/whd/nrograms/dbra/memorand.htm. In such cases,the TWDB would designate
the work to which each wage determination or part thereof applies per Federal Acquisition
Regulations(FAR)22.404-2 thrn 404-3
haps://,A-;�,,v.acquisifion.gov/browse/far/22?&searchTerrns—Rep+ilations+%28FAR°*29+22.404-
2+thru+404-3 Should overlaps occur in the wage classification schedules for the contract(s), the
Owner may consider adopting the higher rate classification.
In all cases, the Owner is responsible to insure an adequate classification is provided to insure
compliance with the law. Where a Contractor alerts the Owner that the classification is inadequate,
the Owner should work with the Contractor and the DOL to address any valid concerns.
All questions regarding Davis-Bacon guidance can be directed to:U.S. Department of Labor Wage
and Hour Division I-866-4USWAGE(1-866-487-9243), TTY: 1-877-889-5627,Monday-Friday 8
a.m. to 8 p.m. Eastern Time.
If you require further information about Davis-Bacon and how to apply it to your project,please
contact the Texas Water Development Board Project Team Manager for your region or Clay
Schultz, Director, Regional Water Project Development, (512)463-6277.
The Owner and Contractor may obtain additional information on the Davis-Bacon Wage Rates
requirements in the TWDB's Guidance DB-0156 "Guidance on Davis-Bacon Wage Rate
Requirements".
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Option 1 -Applies to Governmental Entities (such as Cities and Districts)
1. Applicability of the Davis-Bacon(DB)prevailing wage requirements.
DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works carried
out in whole or in part with assistance made available by the Clean Water State Revolving Fund and to any
construction project carried out in whole or in part by assistance made available by the Drinking Water State
Revolving Fund. If an Owner encounters a unique situation at a site that presents uncertainties regarding DB
applicability,the Owner must discuss the situation with the TWDB before authorizing work on that site.
2.Obtaining Wage Determinations.
(a)Owners shall obtain the wage determination for the locality in which a covered activity subject to DB will
take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting contracts
(solicitation) for activities subject to DB. These wage determinations shall be incorporated into solicitations
and any subsequent contracts. Prime contracts must contain a provision requiring that Subcontractors follow
the wage determination incorporated into the prime contract.
(i) While the solicitation remains open,the Owner shall monitor www.wdol,&qv weekly to ensure that
the wage determination contained in the solicitation remains current. The recipients shall amend
the solicitation if DOL issues a modification more than 10 days prior to the closing date (i.e. bid
opening) for the solicitation. If DOL modifies or supersedes the applicable wage determination
less than 10 days prior to the closing date,the Owners may request a finding from the TWDB that
there is not a reasonable time to notify interested Contractors of the modification of the wage
determination. The TWDB will provide a report of its findings to the Owner.
(ii) If the Owner does not award the contract within 90 days of the closure of the solicitation, any
modifications or supersedes DOL makes to the wage determination contained in the solicitation
shall be effective unless the TWDB,at the request of the Owner,obtains an extension of the 90 day
period from DOL pursuant to 29 CFR 1.6(c)(3)(iv). The Owner shall monitor www.wdol.gov on
a weekly basis if it does not award the contract within 90 days of closure of the solicitation to
ensure that wage determinations contained in the solicitation remain current.
(b)If the Owner carries out activity subject to DB by issuing a task order,work assignment or similar instrument
to an existing Contractor(ordering instrument)rather than by publishing a solicitation, the Owner shall insert
the appropriate DOL wage determination from www.wdol.gov into the ordering instrument.
(c) Owners shall review all subcontracts subject to DB entered into by prime Contractors to verify that the
prime Contractor has required its Subcontractors to include the applicable wage determinations.
(d) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to an Owner's
contract after the award of a contract or the issuance of an ordering instrument if DOL determines that the
Owner has failed to incorporate a wage determination or has used a wage determination that clearly does not
apply to the contract or ordering instrument. If this occurs, the Owner shall either terminate the contract or
ordering instrument and issue a revised solicitation or ordering instrument or incorporate DOL's wage
determination retroactive to the beginning of the contract or ordering instrument by change order. The Owner's
Contractor must be compensated for any increases in wages resulting from the use of DOL's revised wage
determination.
3. Contract and Subcontract provisions.
(a) The Owner(s) shall insert in full in any contract in excess of$2,000 which is entered into for the actual
construction,alteration and/or repair,including painting and decorating,of a treatment work under the CWSRF
or a construction project under the DWSRF financed in whole or in part from Federal funds or in accordance
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with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal
agency to make a loan,grant or annual contribution(except where a different meaning is expressly indicated),
and which is subject to the labor standards provisions of any of the acts listed in 29 CFR 5.1, the Water
Resources Reform and Development Act of 2014 for a CWSRF-funded project or the Consolidated
Appropriations Act,2016(or subsequent federal law)for a DWSRF-funded project,the following clauses:
(1)Minimum wages.
(i)All laborers and mechanics employed or working upon the site of the work will be paid unconditionally
and not less often than once a week, and without subsequent deduction or rebate on any account(except
such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland
Act(29 CFR part 3)),the full amount of wages and bona fide fringe benefits(or cash equivalents thereof)
due at time of payment computed at rates not less than those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual
relationship which may be alleged to exist between the Contractor and such laborers and mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of
the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or
mechanics,subject to the provisions of paragraph(a)(l)(iv)of this section;also,regular contributions made
or costs incurred for more than a weekly period(but not less often than quarterly)under plans, funds, or
programs which cover the particular weekly period, are deemed to be constructively made or incurred
during such weekly period.Such laborers and mechanics shall be paid the appropriate wage rate and fringe
benefits on the wage determination for the classification of work actually performed, without regard to
skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for each classification for the time actually worked
therein: provided, that the employer's payroll records accurately set forth the time spent in each
classification in which work is performed.The wage determination(including any additional classification
and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-
1321) shall be posted at all times by the Contractor and its Subcontractors at the site of the work in a
prominent and accessible place where it can be easily seen by the workers.
Owners may obtain wage determinations from the U.S.Department of Labor's web site,www.dol.gov.
(ii)(A)The Owner(s), on behalf of EPA, shall require that any class of laborers or mechanics, including
helpers,which is not listed in the wage determination and which is to be employed under the contract shall
be classified in conformance with the wage determination. The TWDB shall approve a request for an
additional classification and wage rate and fringe benefits therefore only when the following criteria have
been met:
(1) The work to be performed by the classification requested is not performed by a classification in the
wage determination;and
(2)The classification is utilized in the area by the construction industry; and
(3)The proposed wage rate,including any bona fide fringe benefits,bears a reasonable relationship to the
wage rates contained in the wage determination.
(B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or
their representatives, and the Owner(s) agree on the classification and wage rate (including the amount
designated for fringe benefits where appropriate), documentation of the action taken and the request,
including the local wage determination shall be sent by the Owner(s)to the TWDB.
The TWDB will transmit the request, to the Administrator of the Wage and Hour Division, Employment
Standards Administration,U.S.Department of Labor,Washington,DC 20210 and to the EPA DB Regional
Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or
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disapprove every additional classification request within 30 days of receipt and so advise the TWDB or
will notify the TWDB within the 30-day period that additional time is necessary.
(C) In the event the Contractor, the laborers or mechanics to be employed in the classification or their
representatives,and the Owner(s)do not agree on the proposed classification and wage rate(including the
amount designated for fringe benefits,where appropriate),the TWDB shall refer the request and the local
wage determination,including the views of all interested parties and the recommendation of the TWDB,to
the Administrator for determination. The request shall be sent to the EPA DB Regional Coordinator
concurrently. The Administrator,or an authorized representative,will issue a determination within 30 days
of receipt of the request and so advise the contracting officer or will notify the contracting officer within
the 30-day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs
(a)(1)(ii)(B)or(C)of this section,shall be paid to all workers performing work in the classification under
this contract from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate,the Contractor shall either pay the benefit
as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent
thereof.
(iv)If the Contractor does not make payments to a trustee or other third person,the Contractor may consider
as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing
bona fide fringe benefits under a plan or program,provided,that the Secretary of Labor has found,upon
the written request of the Contractor,that the applicable standards of the Davis-Bacon Act have been met.
The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting
of obligations under the plan or program.
(2) Withholding. The Owner(s) shall, upon written request of the EPA Award Official or an authorized
representative of the Department of Labor,withhold or cause to be withheld from the Contractor under this
contract or any other Federal contract with the same prime Contractor, or any other federally-assisted
contract subject to Davis-Bacon prevailing wage requirements,which is held by the same prime Contractor,
so much of the accrued payments or advances as may be considered necessary to pay laborers and
mechanics,including apprentices,trainees,and helpers,employed by the Contractor or any Subcontractor
the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic,
including any apprentice,trainee,or helper, employed or working on the site of the work,all or part of the
wages required by the contract,the EPA may, after written notice to the Contractor, sponsor,applicant,or
Owner,take such action as may be necessary to cause the suspension of any further payment,advance, or
guarantee of funds until such violations have ceased.
(3)Payrolls and basic records.
(i)Payrolls and basic records relating thereto shall be maintained by the Contractor during the work and
preserved for a period of three years thereafter for all laborers and mechanics working at the site of the
work. Such records shall contain the name, address,and social security number of each such worker,his
or her correct classification,hourly rates of wages paid(including rates of contributions or costs anticipated
for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B)of the
Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid.
Whenever the Secretary
of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the
amount of any costs reasonably anticipated in providing benefits under a plan or program described in
section l(b)(2)(B) of the Davis-Bacon Act, the Contractor shall maintain records which show that the
commitment to provide such benefits is enforceable, that the plan or program is financially responsible,
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and that the plan or program has been communicated in writing to the laborers or mechanics affected,and
records which show the costs anticipated or the actual cost incurred in providing such benefits.Contractors
employing apprentices or trainees under approved programs shall maintain written evidence of the
registration of apprenticeship programs and certification of trainee programs, the registration of the
apprentices and trainees,and the ratios and wage rates prescribed in the applicable programs.
(ii)(A)The Contractor shall submit weekly,for each week in which any contract work is performed,a copy
of all payrolls to the Owner,that is,the entity that receives the funds from the TWDB. Such documentation
shall be available on request of the TWDB or EPA. As to each payroll copy received, the Owner shall
provide written confirmation in a form satisfactory to the TWDB indicating whether the project is in
compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the
specified week. The payrolls shall set out accurately and completely all of the information required to be
maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall
not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually
identifying number for each employee(e.g.,the Iast four digits of the employee's social security number).
The required weekly payroll information may be submitted in any form desired. Optional Form WH-347
is available for this purpose from the Wage and Hour Division Web site at
http://www.dol.gc)vfwhd/forrngiwh347instr.htm or its successor site. The prime Contractor is responsible
for the submission of copies of payrolls by all Subcontractors. Contractors and Subcontractors shall
maintain the full social security number and current address of each covered worker and shall provide them
upon request to the Owner(s)for transmission to the TWDB or EPA if requested by EPA,the TWDB,the
Contractor,or the Wage and Hour Division of the Department of Labor for purposes of an investigation or
audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime
Contractor to require a Subcontractor to provide addresses and social security numbers to the prime
Contractor for its own records,without weekly submission to the Owner(s).
(B)Each payroll submitted shall be accompanied by a"Statement of Compliance,"signed by the Contractor
or Subcontractor or his or her agent who pays or supervises the payment of the persons employed under
the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under § 5.5
(a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5
(a)(3)(i)of Regulations,29 CFR part 5,and that such information is correct and complete;
(2)That each laborer or mechanic(including each helper,apprentice,and trainee)employed on the contract
during the payroll period has been paid the full weekly wages earned, without rebate, either directly or
indirectly,and that no deductions have been made either directly or indirectly from the full wages earned,
other than permissible deductions as set forth in Regulations,29 CFR part 3;
(3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits
or cash equivalents for the classification of work performed, as specified in the applicable wage
determination incorporated into the contract.
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional
Form WH-347 shall satisfy the requirement for submission of the"Statement of Compliance"required by
paragraph(a)(3)(ii)(B)of this section.
(D)The falsification of any of the above certifications may subject the Contractor or Subcontractor to civil
or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code.
(iii) The Contractor or Subcontractor shall make the records required under paragraph (a)(3)(i) of this
section available for inspection,copying,or transcription by authorized representatives of the TWDB,EPA
or the Department of Labor,and shall permit such representatives to interview employees during working
hours on the job. If the Contractor or Subcontractor fails to submit the required records or to make them
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available,the EPA or TWDB may,after written notice to the Contractor,sponsor,applicant,or Owner,take
such action as may be necessary to cause the suspension of any further payment,advance, or guarantee of
funds. Furthermore,failure to submit the required records upon request or to make such records available
may be grounds for debarment action pursuant to 29 CFR 5.12.
(4)Apprentices and trainees
(i)Apprentices.Apprentices will be permitted to work at less than the predetermined rate for the work they
performed when they are employed pursuant to and individually registered in a bona fide apprenticeship
program registered with the U.S.Department of Labor,Employment and Training Administration, Office
of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency
recognized by the Office,or if a person is employed in his or her first 90 days of probationary employment
as an apprentice in such an apprenticeship program,who is not individually registered in the program,but
who has been certified by the Office of Apprenticeship Training,Employer and Labor Services or a State
Apprenticeship Agency(where appropriate)to be eligible for probationary employment as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be
greater than the ratio permitted to the Contractor as to the entire work force under the registered program.
Any worker listed on a payroll at an apprentice wage rate,who is not registered or otherwise employed as
stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in
excess of the ratio permitted under the registered program shall be paid not less than the applicable wage
rate on the wage determination for the work actually performed. Where a Contractor is performing
construction on a project in a locality other than that in which its program is registered,the ratios and wage
rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or
Subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the
rate specified in the registered program for the apprentice's level of progress,expressed as a percentage of
the journeymen hourly rate specified in the applicable wage determination.Apprentices shall be paid fringe
benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program
does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the
wage determination for the applicable classification. If the Administrator determines that a different
practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that
determination.In the event the Office of Apprenticeship Training,Employer and Labor Services,or a State
Apprenticeship Agency recognized by the Office,withdraws approval of an apprenticeship program, the
Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate
for the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are employed pursuant to and individually registered
in a program which has received prior approval,evidenced by formal certification by the U.S.Department
of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site
shall not be greater than permitted under the plan approved by the Employment and Training
Administration.Every trainee must be paid at not less than the rate specified in the approved program for
the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the
applicable wage determination.Trainees shall be paid fringe benefits in accordance with the provisions of
the trainee program.
If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe
benefits listed on the wage determination unless the Administrator of the Wage and Hour Division
determines that there is an apprenticeship program associated with the corresponding journeyman wage
rate on the wage determination which provides for less than full fringe benefits for apprentices. Any
employee listed on the payroll as a trainee rate who is not registered and participating in a training plan
approved by the Employment and Training Administration shall be paid not less than the applicable wage
rate on the wage determination for the classification of work actually performed. In addition, any trainee
performing work on the job site in excess of the ratio permitted under the registered program shall be paid
not less than the applicable wage rate on the wage determination for the work actually performed. In the
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event the Employment and Training Administration withdraws approval of a training program, the
Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for
the work performed until an acceptable program is approved.
(iii)Equal employment opportunity.The utilization of apprentices,trainees and journeymen under this part
shall be in conformity with the equal employment opportunity requirements of Executive Order 11246,as
amended and 29 CFR part 30.
(5)Compliance with Copeland Act requirements.The Contractor shall comply with the requirements of 29
CFR part 3,which are incorporated by reference in this contract.
(6)Subcontracts.The Contractor or Subcontractor shall insert in any subcontracts the clauses contained in
29 CFR 5.5(a)(1)through(10)and such other clauses as the EPA determines may by appropriate,and also
a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime
Contractor shall be responsible for the compliance by any Subcontractor or lower tier Subcontractor with
all the contract clauses in 29 CFR 5.5.
(7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract,and for debarment as a Contractor and a Subcontractor as provided in 29 CFR
5.12.
(8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the
Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3,and 5 are herein incorporated by reference
in this contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved
in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5,6,and 7.Disputes
within the meaning of this clause include disputes between the Contractor(or any of its Subcontractors)
and Owner(s),TWDB,EPA,the U.S.Department of Labor,or the employees or their representatives.
(10)Certification of eligibility.
(i)By entering into this contract,the Contractor certifies that neither it(nor he or she) nor any person or
firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government
contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
(iii)The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
4. Contract Provision for Contracts in Excess of$1.00,000.
(a) Contract Work Hours and Safety Standards Act. The Owner shall insert the following clauses set forth in
paragraphs(a)(1),(2),(3),and(4)of this section in full in any contract in an amount in excess of$100,000 and
subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall
be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6.As used in this paragraph, the
terms laborers and mechanics include watchmen and guards.
(1) Overtime requirements.No Contractor or Subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
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forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than
one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(2)Violation;liability for unpaid wages;liquidated damages.In the event of any violation of the clause set
forth in paragraph(a)(1)of this section the Contractor and any Subcontractor responsible therefore shall be
liable for the unpaid wages. In addition, such Contractor and Subcontractor shall be liable to the United
States(in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic,including watchmen and guards, employed in violation of the clause
set forth in paragraph(a)(1)of this section,in the sum of$10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph(a)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The Owner,upon written request of the EPA
Award Official or an authorized representative of the Department of Labor, shall withhold or cause to be
withheld, from any moneys payable on account of work performed by the Contractor or Subcontractor
under any such contract or any other Federal contract with the same prime Contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by
the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of
such Contractor or Subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph(a)(2)of this section.
(4) Subcontracts.The Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in
paragraph(a)(1)through(4)of this section and also a clause requiring the Subcontractors to include these
clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any
Subcontractor or lower tier Subcontractor with the clauses set forth in paragraphs(a)(1)through(4)of this
section.
(b)In addition to the clauses contained in Item 3,above,in any contract subject only to the Contract Work
Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1,the Owner shall
insert a clause requiring that the Contractor or Subcontractor shall maintain payrolls and basic payroll
records during the course of the work and shall preserve them for a period of three years from the
completion of the contract for all laborers and mechanics,including guards and watchmen,working on the
contract. Such records shall contain the name and address of each such employee,social security number,
correct classifications,hourly rates of wages paid, daily and weekly number of hours worked, deductions
made, and actual wages paid.Further,the Owner shall insert in any such contract a clause providing that
the records to be maintained under this paragraph shall be made available by the Contractor or
Subcontractor for inspection, copying, or transcription by authorized representatives of the EPA,TWDB,
and the Department of Labor, and the Contractor or Subcontractor will permit such representatives to
interview employees during working hours on the job.
5. Compliance Verification
(a) The Owner shall periodically interview a sufficient number of employees entitled to DB prevailing wages
(covered employees) to verify that Contractors or Subcontractors are paying the appropriate wage rates. As
provided in 29 CFR 5.6(a)(6),all interviews must be conducted in confidence. The Owner must use Standard
Form 1445 (SF 1445) found in the forms section of TWDB guidance document TWDB-0156 or
equivalent documentation to memorialize the interviews. Copies of the SF 1445 are also available from EPA
on request.
(b) The Owner shall establish and follow an interview schedule based on its assessment of the risks of
noncompliance with DB posed by Contractors or Subcontractors and the duration of the contract or subcontract.
Owners must conduct more frequent interviews if the initial interviews or other information indicated that there
is a risk that the Contractor or Subcontractor is not complying with DB.
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Owners shall immediately conduct interviews in response to an alleged violation of the prevailing wage
requirements.All interviews shall be conducted in confidence."
(c)The Owner shall periodically conduct spot checks of a representative sample of weekly payroll data to verify
that Contractors or Subcontractors are paying the appropriate wage rates.The Owner shall establish and follow
a spot check schedule based on its assessment of the risks of noncompliance with DB posed by Contractors or
Subcontractors and the duration of the contract or subcontract. At a minimum,if practicable,the Owner should
spot check payroll data within two weeks of each Contractor or Subcontractor's submission of its initial payroll
data and two weeks prior to the completion date the contract or subcontract. Owners must conduct more
frequent spot checks if the initial spot check or other information indicates that there is a risk that the Contractor
or Subcontractor is not complying with DB. In addition, during the examinations the Owner shall verify
evidence of fringe benefit plans and payments there under by Contractors and Subcontractors who claim credit
for fringe benefit contributions.
(d) The Owner shall periodically review Contractors and Subcontractor's use of apprentices and trainees to
verify registration and certification with respect to apprenticeship and training programs approved by either the
U.S Department of Labor or a state, as appropriate, and that Contractors and Subcontractors are not using
disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in
accordance with the schedules for spot checks and interviews described in Item 5(b)and(c)above.
(e) Owners must immediately report potential violations of the DB prevailing wage requirements to the EPA
Region 6 DB Coordinator, TWDB, and to the appropriate DOL Wage and Hour District Office listed at
htti)://www.dol.aov/whd/america2.htm.
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Option 2 -Applies to Non-Governmental Entities (such as Water Supply
Corporations and Private Companies)
1. Applicability of the Davis-Bacon(DB)prevailing wage requirements.
DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works carried
out in whole or in part with assistance made available by the CWSRF and to any construction project carried
out in whole or in part by assistance made available by the DWSRF. If an Owner encounters a unique situation
at a site that presents uncertainties regarding DB applicability,the Owner must discuss the situation with the
TWDB before authorizing work on that site.
2. Obtaining Wage Determinations.
(a) Owners must obtain proposed wage determinations for specific localities at www.wdol.gov. After the
Owner obtains its proposed wage determination, it must submit the wage determination to the TWDB for
approval prior to inserting the wage determination into a solicitation, contract or issuing task orders, work
assignments or similar instruments to existing Contractors(ordering instruments unless subsequently directed
otherwise by the TWDB.)
(b) Owners shall obtain the wage determination for the locality in which a covered activity subject to DB will
take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting contracts
(solicitation) for activities subject to DB. These wage determinations shall be incorporated into solicitations
and any subsequent contracts. Prime contracts must contain a provision requiring that Subcontractors follow
the wage determination incorporated into the prime contract.
(i) While the solicitation remains open,the Owner shall monitor www.wdol,gLoy on a weekly basis to
ensure that the wage determination contained in the solicitation remains current. The recipients
shall amend the solicitation if DOL issues a modification more than 10 days prior to the closing
date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable wage
determination less than 10 days prior to the closing date, the Owners may request a finding from
the TWDB that there is not a reasonable time to notify interested Contractors of the modification
of the wage determination. The TWDB will provide a report of its findings to the Owner.
(ii) If the Owner does not award the contract within 90 days of the closure of the solicitation, any
modifications or supersedes DOL makes to the wage determination contained in the solicitation
shall be effective unless the TWDB, at the request of the Owner, obtains an extension of the 90-
day period from DOL pursuant to 29 CFR 1.6(c)(3)(iv). The Owner shall monitor www.wdol.gov
on a weekly basis if it does not award the contract within 90 days of closure of the solicitation to
ensure that wage determinations contained in the solicitation remain current.
(c)If the Owner carries out activity subject to DB by issuing a task order,work assignment or similar instrument
to an existing Contractor(ordering instrument)rather than by publishing a solicitation,the Owner shall insert
the appropriate DOL wage determination from www,wdoi.gov into the ordering instrument.
(d) Owners shall review all subcontracts subject to DB entered into by prime Contractors to verify that the
prime Contractor has required its Subcontractors to include the applicable wage determinations.
(e) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to an Owner's
contract after the award of a contract or the issuance of an ordering instrument if DOL determines that the
Owner has failed to incorporate a wage determination or has used a wage determination that clearly does not
apply to the contract or ordering instrument.
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If this occurs, the Owner shall either terminate the contract or ordering instrument and issue a revised
solicitation or ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the
contract or ordering instrument by change order. The Owner's Contractor must be compensated for any
increases in wages resulting from the use of DOL's revised wage determination.
3. Contract and Subcontract provisions.
(a) The Owner(s) shall insert in full in any contract in excess of$2,000 which is entered into for the actual
construction,alteration and/or repair,including painting and decorating,of a treatment work under the CWSRF
or a construction project under the DWSRF financed in whole or in part from Federal funds or in accordance
with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal
agency to make a loan,grant or annual contribution(except where a different meaning is expressly indicated),
and which is subject to the labor standards provisions of any of the acts listed in 29 CFR 5.1, the Water
Resources Reform and Development Act of 2014 for a CWSRF-funded project or the Consolidated
Appropriations Act,2016(or subsequent federal law)for a DWSRF-funded project,the following clauses:
(1)Minimum wages.
(i)All laborers and mechanics employed or working upon the site of the work will be paid unconditionally
and not less often than once a week, and without subsequent deduction or rebate on any account(except
such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland
Act(29 CFR part 3)),the full amount of wages and bona fide fringe benefits(or cash equivalents thereof)
due at time of payment computed at rates not less than those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual
relationship which may be alleged to exist between the Contractor and such laborers and mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of
the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or
mechanics,subject to the provisions of paragraph(a)(1)(iv)of this section;also,regular contributions made
or costs incurred for more than a weekly period(but not less often than quarterly)under plans, fluids, or
programs which cover the particular weekly period, are deemed to be constructively made or incurred
during such weekly period.Such laborers and mechanics shall be paid the appropriate wage rate and fringe
benefits on the wage determination for the classification of work actually performed, without regard to
skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for each classification for the time actually worked
therein: Provided, that the employer's payroll records accurately set forth the time spent in each
classification in which work is performed.The wage determination(including any additional classification
and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-
1321) shall be posted at all times by the Contractor and its Subcontractors at the site of the work in a
prominent and accessible place where it can be easily seen by the workers.
Owners may obtain wage determinations from the U.S.Department of Labor's web site,www.dol.gov.
(ii)(A) The Owner(s), on behalf of EPA, shall require that any class of laborers or mechanics, including
helpers,which is not listed in the wage determination and which is to be employed under the contract shall
be classified in conformance with the wage determination. The TWDB shall approve a request for an
additional classification and wage rate and fringe benefits therefore only when the following criteria have
been met:
(1) The work to be performed by the classification requested is not performed by a classification in the
wage determination;and
(2)The classification is utilized in the area by the construction industry;and
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(3)The proposed wage rate,including any bona fide fringe benefits,bears a reasonable relationship to the
wage rates contained in the wage determination.
(B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or
their representatives, and the Owner(s) agree on the classification and wage rate (including the amount
designated for fringe benefits where appropriate), documentation of the action taken and the request,
including the local wage determination shall be sent by the Owner(s) to the TWDB. The TWDB will
transmit the request, to the Administrator of the Wage and Hour Division, Employment Standards
Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA DB Regional
Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or
disapprove every additional classification request within 30 days of receipt and so advise the TWDB or
will notify the TWDB within the 30-day period that additional time is necessary.
(C) In the event the Contractor, the laborers or mechanics to be employed in the classification or their
representatives,and the Owner(s)do not agree on the proposed classification and wage rate(including the
amount designated for fringe benefits,where appropriate),the TWDB shall refer the request and the local
wage determination,including the views of all interested parties and the recommendation of the TWDB,to
the Administrator for determination. The request shall be sent to the EPA DB Regional Coordinator
concurrently.The Administrator,or an authorized representative,will issue a determination within 30 days
of receipt of the request and so advise the contracting officer or will notify the contracting officer within
the 30-day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs
(a)(1)(ii)(13)or(C)of this section,shall be paid to all workers performing work in the classification under
this contract from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate,the Contractor shall either pay the benefit
as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent
thereof.
(iv)If the Contractor does not make payments to a trustee or other third person,the Contractor may consider
as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing
bona fide fringe benefits under a plan or program,Provided,That the Secretary of Labor has found,upon
the written request of the Contractor,that the applicable standards of the Davis-Bacon Act have been met.
The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting
of obligations under the plan or program.
(2) Withholding. The Owner(s) shall, upon written request of the EPA Award Official or an authorized
representative of the Department of Labor,withhold or cause to be withheld from the Contractor under this
contract or any other Federal contract with the same prime Contractor, or any other federally-assisted
contract subject to Davis-Bacon prevailing wage requirements,which is held by the same prime Contractor,
so much of the accrued payments or advances as may be considered necessary to pay laborers and
mechanics,including apprentices,trainees,and helpers, employed by the Contractor or any Subcontractor
the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic,
including any apprentice,trainee,or helper,employed or working on the site of the work,all or part of the
wages required by the contract,the EPA may,after written notice to the Contractor,sponsor,applicant,or
Owner,take such action as may be necessary to cause the suspension of any further payment,advance,or
guarantee of funds until such violations have ceased.
(3)Payrolls and basic records.
(i)Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of
the work and preserved for a period of three years thereafter for all laborers and mechanics working at the
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site of the work. Such records shall contain the name, address, and social security number of each such
worker,his or her correct classification,hourly rates of wages paid(including rates of contributions or costs
anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section
1(b)(2)(B)of the Davis-Bacon Act),daily and weekly number of hours worked,deductions made and actual
wages paid.Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any
laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a
plan or program described in section l(b)(2)(B) of the Davis-Bacon Act, the Contractor shall maintain
records which show that the commitment to provide such benefits is enforceable,that the plan or program
is financially responsible, and that the plan or program has been communicated in writing to the laborers
or mechanics affected,and records which show the costs anticipated or the actual cost incurred in providing
such benefits. Contractors employing apprentices or trainees under approved programs shall maintain
written evidence of the registration of apprenticeship programs and certification of trainee programs, the
registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable
programs.
(ii)(A)The Contractor shall submit weekly,for each week in which any contract work is performed,a copy
of all payrolls to the Owner,that is,the entity that receives the funds from the TWDB. Such documentation
shall be available on request of the TWDB or EPA. As to each payroll copy received, the Owner shall
provide written confirmation in a form satisfactory to the TWDB indicating whether or not the project is in
compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the
specified week. The payrolls shall set out accurately and completely all of the information required to be
maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall
not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually
identifying number for each employee(e.g.,the last four digits of the employee's social security number).
The required weekly payroll information may be submitted in any form desired. Optional Form WH-347
is available for this purpose from the Wage and Hour Division Web site at
http:rfwww.dol.gov/whd/forms/wh347instr.htm or its successor site. The prime Contractor is responsible
for the submission of copies of payrolls by all Subcontractors. Contractors and Subcontractors shall
maintain the full social security number and current address of each covered worker and shall provide them
upon request to the Owner(s)for transmission to the TWDB or EPA if requested by EPA,the TWDB,the
Contractor,or the Wage and Hour Division of the Department of Labor for purposes of an investigation or
audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime
Contractor to require a Subcontractor to provide addresses and social security numbers to the prime
Contractor for its own records,without weekly submission to the Owner(s).
(B)Each payroll submitted shall be accompanied by a"Statement of Compliance,"signed by the Contractor
or Subcontractor or his or her agent who pays or supervises the payment of the persons employed under
the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under § 5.5
(a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5
(a)(3)(i)of Regulations,29 CFR part 5,and that such information is correct and complete;
(2)That each laborer or mechanic(including each helper,apprentice,and trainee)employed on the contract
during the payroll period has been paid the full weekly wages earned, without rebate, either directly or
indirectly,and that no deductions have been made either directly or indirectly from the full wages earned,
other than permissible deductions as set forth in Regulations,29 CFR part 3;
(3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits
or cash equivalents for the classification of work performed, as specified in the applicable wage
determination incorporated into the contract.
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(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional
Form WH-347 shall satisfy the requirement for submission of the"Statement of Compliance"required by
paragraph(a)(3)(ii)(B)of this section.
(D)The falsification of any of the above certifications may subject the Contractor or Subcontractor to civil
or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code.
(iii) The Contractor or Subcontractor shall make the records required under paragraph (a)(3)(i) of this
section available for inspection,copying,or transcription by authorized representatives of the TWDB,EPA
or the Department of Labor,and shall permit such representatives to interview employees during working
hours on the job. If the Contractor or Subcontractor fails to submit the required records or to make them
available,the EPA or TWDB may,after written notice to the Contractor,sponsor,applicant,or Owner,take
such action as may be necessary to cause the suspension of any further payment,advance,or guarantee of
funds.Furthermore, failure to submit the required records upon request or to make such records available
may be grounds for debarment action pursuant to 29 CFR 5.12.
(4)Apprentices and trainees
(i)Apprentices.Apprentices will be permitted to work at less than the predetermined rate for the work they
performed when they are employed pursuant to and individually registered in a bona fide apprenticeship
program registered with the U.S.Department of Labor,Employment and Training Administration,Office
of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency
recognized by the Office,or if a person is employed in his or her first 90 days of probationary employment
as an apprentice in such an apprenticeship program,who is not individually registered in the program,but
who has been certified by the Office of Apprenticeship Training,Employer and Labor Services or a State
Apprenticeship Agency(where appropriate)to be eligible for probationary employment as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be
greater than the ratio permitted to the Contractor as to the entire work force under the registered program.
Any worker listed on a payroll at an apprentice wage rate,who is not registered or otherwise employed as
stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in
excess of the ratio permitted under the registered program shall be paid not less than the applicable wage
rate on the wage determination for the work actually performed. Where a Contractor is performing
construction on a project in a locality other than that in which its program is registered,the ratios and wage
rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or
Subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the
rate specified in the registered program for the apprentice's level of progress,expressed as a percentage of
the journeymen hourly rate specified in the applicable wage determination.Apprentices shall be paid fringe
benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program
does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the
wage determination for the applicable classification. If the Administrator determines that a different
practice prevails for the applicable apprentice classification,fringes shall be paid in accordance with that
determination.In the event the Office of Apprenticeship Training,Employer and Labor Services,or a State
Apprenticeship Agency recognized by the Office,withdraws approval of an apprenticeship program, the
Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate
for the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are employed pursuant to and individually registered
in a program which has received prior approval,evidenced by formal certification by the U.S.Department
of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site
shall not be greater than permitted under the plan approved by the Employment and Training
Administration. Every trainee must be paid at not less than the rate specified in the approved program for
the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the
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applicable wage determination.Trainees shall be paid fringe benefits in accordance with the provisions of
the trainee program.If the trainee program does not mention fringe benefits,trainees shall be paid the full
amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour
Division determines that there is an apprenticeship program associated with the corresponding j oumeyman
wage rate on the wage determination which provides for less than full fringe benefits for apprentices.Any
employee listed on the payroll at a trainee rate who is not registered and participating in a training plan
approved by the Employment and Training Administration shall be paid not less than the applicable wage
rate on the wage determination for the classification of work actually performed. In addition,any trainee
performing work on the job site in excess of the ratio permitted under the registered program shall be paid
not less than the applicable wage rate on the wage determination for the work actually performed. In the
event the Employment and Training Administration withdraws approval of a training program, the
Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for
the work performed until an acceptable program is approved.
(iii)Equal employment opportunity.The utilization of apprentices,trainees and journeymen under this part
shall be in conformity with the equal employment opportunity requirements of Executive Order 11246,as
amended and 29 CFR part 30.
(5)Compliance with Copeland Act requirements.The Contractor shall comply with the requirements of 29
CFR part 3,which are incorporated by reference in this contract.
(6)Subcontracts.The Contractor or Subcontractor shall insert in any subcontracts the clauses contained in
29 CFR 5.5(a)(1)through(10)and such other clauses as the EPA determines may by appropriate,and also
a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime
Contractor shall be responsible for the compliance by any Subcontractor or lower tier Subcontractor with
all the contract clauses in 29 CFR 5.5.
(7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract,and for debarment as a Contractor and a Subcontractor as provided in 29 CFR
5.12.
(8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the
Davis-Bacon and Related Acts contained in 29 CFR parts 1,3,and 5 are herein incorporated by reference
in this contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved
in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5,6,and 7.Disputes
within the meaning of this clause include disputes between the Contractor(or any of its Subcontractors)
and Owner(s),TWDB,EPA,the U.S.Department of Labor,or the employees or their representatives.
(10)Certification of eligibility.
(i)By entering into this contract,the Contractor certifies that neither it(nor he or she)nor any person or
firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government
contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
(iii)The penalty for making false statements is prescribed in the U.S.Criminal Code, 18 U.S.C. 1001.
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4. Contract Provision for Contracts in Excess of$100,000.
(a) Contract Work Hours and Safety Standards Act. The Owner shall insert the following clauses set forth in
paragraphs(a)(1),(2),(3),and(4)of this section in full in any contract in an amount in excess of$100,000 and
subject to the overtime provisions of the Contract Work Hours and Safety Standards Act.These clauses shall
be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6.As used in this paragraph, the
terms laborers and mechanics include watchmen and guards.
(1) Overtime requirements.No Contractor or Subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than
one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(2)Violation;liability for unpaid wages;liquidated damages.In the event of any violation of the clause set
forth in paragraph(a)(1)of this section the Contractor and any Subcontractor responsible therefore shall be
liable for the unpaid wages. In addition, such Contractor and Subcontractor shall be liable to the United
States(in the case of work done under contract for the District of Columbia or a territory,to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic,including watchmen and guards,employed in violation of the clause
set forth in paragraph(a)(1)of this section,in the sum of$10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph(a)(1)of this section.
(3)Withholding for unpaid wages and liquidated damages.The Owner shall upon the request of the EPA
Award Official or an authorized representative of the Department of Labor, withhold or cause to be
withheld, from any moneys payable on account of work performed by the Contractor or Subcontractor
under any such contract or any other Federal contract with the same prime Contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by
the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of
such Contractor or Subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph(a)(2)of this section.
(4) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in
paragraph(a)(1)through(4)of this section and also a clause requiring the Subcontractors to include these
clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any
Subcontractor or lower tier Subcontractor with the clauses set forth in paragraphs(a)(1)through(4)of this
section.
(b)In addition to the clauses contained in Item 3,above,in any contract subject only to the Contract Work
Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1,the Owner shall
insert a clause requiring that the Contractor or Subcontractor shall maintain payrolls and basic payroll
records during the course of the work and shall preserve them for a period of three years from the
completion of the contract for all laborers and mechanics,including guards and watchmen,working on the
contract. Such records shall contain the name and address of each such employee, social security number,
correct classifications, hourly rates of wages paid, daily and weekly number of hours worked,deductions
made, and actual wages paid. Further,the Owner shall insert in any such contract a clause providing that
the records to be maintained under this paragraph shall be made available by the Contractor or
Subcontractor for inspection,copying, or transcription by authorized representatives of the EPA,TWDB,
and the Department of Labor, and the Contractor or Subcontractor will permit such representatives to
interview employees during working hours on the job.
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5. Compliance Verification
(a)The Owner shall periodically interview a sufficient number of employees entitled to DB prevailing
wages (covered employees) to verify that Contractors or Subcontractors are paying the appropriate
wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence. The
Owner must use Standard Form 1445 (SF 1445) found in the forms section of TWDB guidance
document TWDB-0156 or equivalent documentation to memorialize the interviews. Copies of the SF
1445 are also available from EPA on request.
(b) The Owner shall establish and follow an interview schedule based on its assessment of the risks
of noncompliance with DB posed by Contractors or Subcontractors and the duration of the contract
or subcontract. Owners must conduct more frequent interviews if the initial interviews or other
information indicated that there is a risk that the Contractor or Subcontractor is not complying with
DB.Owners shall immediately conduct interviews in response to an alleged violation of the prevailing
wage requirements. All interviews shall be conducted in confidence."
(c) The Owner shall periodically conduct spot checks of a representative sample of weekly payroll
data to verify that Contractors or Subcontractors are paying the appropriate wage rates. The Owner
shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance
with DB posed by Contractors or Subcontractors and the duration of the contract or subcontract. At a
minimum, if practicable the Owner should spot check payroll data within two weeks of each
Contractor or Subcontractor's submission of its initial payroll data and two weeks prior to the
completion date the contract or subcontract. Owners must conduct more frequent spot checks if the
initial spot check or other information indicates that there is a risk that the Contractor or Subcontractor
is not complying with DB. In addition, during the examinations the Owner shall verify evidence of
fringe benefit plans and payments there under by Contractors and Subcontractors who claim credit for
fringe benefit contributions.
(d) The Owner shall periodically review Contractors and Subcontractor's use of apprentices and
trainees to verify registration and certification with respect to apprenticeship and training programs
approved by either the U.S Department of Labor or a state, as appropriate, and that Contractors and
Subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These
reviews shall be conducted in accordance with the schedules for spot checks and interviews described
in Item 5(b)and(c) above.
(e) Owners must immediately report potential violations of the DB prevailing wage requirements to
the EPA Region 6 DB Coordinator, TWDB, and to the appropriate DOL Wage and Hour District
Office listed at littp:/iwww.dol.gov/whWzirneric .hhn_
11, Payments
(a) Progress Payments:
i. The Contractor shall prepare their requisition for progress payment as of the last day
of the payment month and submit it,with the required number of copies, to the
Engineer for review. Except as provided in paragraph(iii)of this subsection,the
amount of the payment due to the Contractor shall be determined by adding to the
total value of work completed to date,the value of materials properly stored on the
site and deducting(1)five percent(5%)minimum of the total amount, as a retainage
and(2)the amount of all previous payments. The total value of work completed to
date shall be based on the actual or estimated quantities of work completed and on the
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unit prices contained in the agreement(or cost breakdown approved pursuant to
section 7.b relating to lump sum bids)and adjusted by approved change orders. The
value of materials properly stored on the site shall be based upon the estimated
quantities of such materials and the invoices prices.
Copies of all invoices shall be available for inspection by the Engineer.
ii. The Contractor shall be responsible for the care and protection of all materials and
work upon which payments have been made until final acceptance of such work and
materials by the Owner. Such payments shall not constitute a waiver of the right of
the Owner to require the fulfillment of all terms of the contract and the delivery of all
improvements embraced in the contract complete and satisfactory to the Owner in all
details.
iii. This clause applies to contracts when the Owner is a District or Authority. The
retainage shall be ten(10%)percent minimum of the amount otherwise due until at
least fifty(50%)of the work has been completed. After the project is fifty(50%)
percent completed, and if the District or Authority's Board finds that satisfactory
progress is being made,then the District may authorize any of the remaining progress
payments to be made in full. The District is not obligated to pay interest earned on
the first 50%of work completed(Texas Water Code Sec. 49.276(d)).
iv. The five(5%)percent retainage of the progress payments due to the Contractor may
not be reduced until the building of the project is substantially complete and a
reduction in the retainage has been authorized by the TWDB.
(b) Withholding Payments. The Owner may withhold from any payment otherwise due to
the Contractor so much as may be necessary to protect the Owner and if so elects may
also withhold any amounts due from the Contractor to any Subcontractors or material
dealers for work performed or material furnished by them. The foregoing provisions
shall be construed solely for the benefit of the Owner and will not require the Owner to
determine or adjust any claims or disputes between the Contractor and his Subcontractors
or material dealers, or to withhold any monies for their protection unless the Owner
elects to do so.
The failure or refusal of the Owner to withhold any monies from the Contractor shall in
no way impair the obligations of any surety or sureties under any bond or bonds
furnished under this contract.
(c) Payments Subject to Submission of Certificates. Each payment to the Contractor by the
Owner shall be made subject to submission by the Contractor of all written certifications
required of him and his Subcontractors by general and special conditions pertaining to
this contract.
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(d) Final Payment.
i. Upon satisfactory completion of the work performed under this contract,
as a condition before final payment under this contract or as a termination settlement
under this contract the Contractor shall execute and deliver to the Owner a release of
all claims against the Owner arising under,or by virtue of,this contract, except
claims which are specifically exempted by the Contractor to be set forth therein.
Unless otherwise provided in this contract,by State law or otherwise expressly
agreed to by the parties to this contract,final payment under this contract or
settlement upon termination of this contract shall not constitute a waiver of the
Owner's claims against the Contractor or his sureties under this contract or applicable
performance and payment bonds.
ii. After final inspection and acceptance by the Owner of all work under the contract,the
Contractor shall prepare their requisition for final payment which shall be based upon
the carefully measured or computed quantity of each item of work at the applicable
unit prices stipulated in the Agreement or cost breakdown(if lump sum), as adjusted
by approved change orders. The total amount of the final payment due the Contractor
under this contract shall be the amount computed as described above less all previous
payments.
iii. The retainage and its interest earnings, if any, shall not be paid to the Contractor until
the TWDB has authorized a reduction in, or release of,retainage on the contract
work.
iv. Withholding of any amount due to the Owner,under general and/or special
conditions regarding "Liquidated Damages," shall be deducted from the final
payment due the Contractor.
1E2.Equal employment opportunity and affirmative action
This provision applies to Clean Water State Revolving Fund Program and
Drinking Water State Revolving Fund projects where the contract agreement is
for more than$10,000.
During the performance of this contract,the Contractor agrees as follows:
(1)The Contractor will not discriminate against any employee or applicant for
employment because of race, color,religion,sex(including pregnancy), sexual
orientation,gender identity,national origin, age(40 or older),disability, or genetic
information. The Contractor will take affirmative action to ensure that applicants
are employed, and that employees are treated during employment,without regard
to their race, color,religion, sex, sexual orientation, gender identity, or national
origin. Such action shall include,but not be limited to the following: employment,
upgrading, demotion,or transfer;recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for
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training,including apprenticeship.
The Contractor agrees to post in conspicuous places,available to employees and
applicants for employment,notices to be provided by the contracting officer
setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advancements for employees placed by
or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment without regard to race,color,religion,sex, sexual
orientation, gender identity, or national origin.
(3) The Contractor will not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has
inquired about, discussed,or disclosed the compensation of the employee or
applicant or another employee or applicant.This provision shall not apply to
instances in which an employee who has access to the compensation information
of other employees or applicants as a part of such employee's essential job
functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such information,unless such
disclosure is in response to a formal complaint or charge, in fintherance of an
investigation,proceeding,hearing,or action, including an investigation conducted
by the employer,or is consistent with the Contractor's legal duty to furnish
information.
(4) The Contractor will send to each labor union or representative of workers with which
the Contractor has a collective bargaining agreement or other contract or understanding,
a notice, to be provided by the agency contracting officer, advising the labor union or
workers'representative of the Contractor's commitments under Section 202 of
Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice
in conspicuous places available to employees and applicants for employment.
(5) The Contractor will comply with all provisions of Executive Order No. 11246 of Sept.
24, 1965, and of the rules,regulations, and relevant orders of the Secretary of Labor.
(6)The Contractor will furnish all information and reports required by Executive Order No.
11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary
of Labor, or pursuant thereto, and will permit access to his books,records,and accounts
by the contracting agency and the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules,regulations, and orders.
(7) In the event of the Contractor's noncompliance with the nondiscrimination clauses
of this contract or with any of such rules,regulations, or orders,this contract may
be cancelled,terminated, or suspended in whole or in part and the Contractor may
be declared ineligible for further Government contracts in accordance with
procedures authorized in Executive Order No. 11246 of Sept. 24, 1965, and such
other sanctions may be imposed and remedies invoked as provided in Executive
Order No. 11246 of September 24, 1965, or by rule,regulation, or order of the
Secretary of Labor, or as otherwise provided by law.
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(8) The Contractor will include the provisions of paragraphs (1)through (8)in every
subcontract or purchase order unless exempted by rules,regulations, or orders of
the Secretary of Labor issued pursuant to Section 204 of Executive Order No.
11246 of September 24, 1965, so that such provisions will be binding upon each
Subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as may be directed by the Secretary of Labor as a
means of enforcing such provisions including sanctions for noncompliance:
Provided,however,that in the event the Contractor becomes involved in,or is
threatened with, litigation with a Subcontractor or vendor as a result of such
direction,the Contractor may request the United States to enter into such litigation
to protect the interests of the United States.
Whenever the Contractor, or any Subcontractor at any tier, subcontracts a portion of
the work involving any construction trade, it shall physically include in each
subcontract in excess of$10,000 the provisions of these specifications and the notice
which contains the applicable goals set for minority and female participation and
which is set forth in the solicitations from which this contract resulted.
13.Debarment and Suspension
This provision applies only to Clean Water State Revolving Fund Equivalency Program
projects and Drinking Water State Revolving Fund projects. This contract is subject to
the Title 40 Code of Federal Regulations Part 32 concerning Debarment and Suspension.
The Contractor will comply with the assurances provided with the bid that led to this
contract.
Instructions for Certification
(a) By signing and submitting this proposal,the prospective lower tier participant is
providing the certification set out below.
(b) The certification in this clause is a material representation of fact upon which
reliance was placed when this transaction was entered into. If it is later
determined that the prospective lower tier participant knowingly rendered an
erroneous certification, in addition to other remedies available to the Federal
Government the department or agency with which this transaction originated may
pursue available remedies, including suspension and/or debarment.
(c) The prospective lower tier participant shall provide immediate written notice to the
person to whom this proposal is submitted if at any time the prospective lower tier
participant learns that its certification was erroneous when submitted or had become
erroneous by reason of changed circumstances.
(d) The terms covered transaction,debarred, suspended, ineligible, lower tier covered
transaction,participant,person, primary covered transaction,principal,proposal, and
voluntarily excluded, as used in this clause, have the meaning set out in the
Definitions and Coverage sections of rules implementing Executive Order 12549.
You may contact the person to which this proposal is submitted for assistance in
obtaining a copy of those regulations.
(e) The prospective lower tier participant agrees by submitting this proposal that, should
the proposed covered transaction be entered into, it shall not knowingly enter into any
lower tier covered transaction with a person who is proposed for debarment under 48
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CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily
excluded from participation in this covered transaction,
unless authorized by the department or agency with which this transaction originated.
(f) The prospective lower tier participant further agrees by submitting this proposal
that it will include this clause titled "Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without
modification, in all lower tier covered transactions and in all solicitations for lower
tier covered transactions.
(g) A participant in a covered transaction may rely upon a certification of a
prospective participant in a lower tier covered transaction that it is not proposed for
debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or
voluntarily excluded from covered transactions,unless it knows that the certification is
erroneous. A participant may decide the method and frequency by which it
determines the eligibility of its principals. Each participant may, but is not required
to, check the List of Parties Excluded from Federal Procurement and Non-
procurement Programs.
(h) Nothing contained in the foregoing shall be construed to require establishment of a
system of records in order to render in good faith the certification required by this
clause. The knowledge and information of a participant is not required to exceed
that which is normally possessed by a prudent person in the ordinary course of business
dealings.
(i) Except for transactions authorized under paragraph (e) of these instructions, if a
participant in a covered transaction knowingly enters into a lower tier covered
transaction with a person who is proposed for debarment under 48 CFR part 9, subpart
9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this
transaction, in addition to other remedies available to the Federal Government,the
department or agency with which this transaction originated may pursue available
remedies, including suspension and/or debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower
Tier Covered Transactions.
(1) The prospective lower tier participant certifies, by submission of this proposal, that
neither it nor its principals are presently debarred, suspended,proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any Federal department or agency.
(2)Where the prospective lower tier participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an
explanation to this proposal.
14.Disadvantaged Business Enterprises
The Texas Water Development Board's(TWDB) Clean Water and Drinking Water
State Revolving Fund programs receive federal funds from the U. S. Environmental
Protection Agency(EPA). As a condition of federal grant awards,EPA regulations
require that loan recipients make a"good faith effort"to award a fair share of work to
DBE's who are Minority Business Enterprises (MBE's), and Women-owned Business
Enterprises (WBE's)whenever procuring construction,supplies,services and
equipment.
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The current fair share goals for the State of Texas are as follows:
Category MBE WBE
Construction 19.44% 9.17%
E ui ment 16.28% 11.45%
Services 20.41% 13.66%
Supplies 25.34% 8.82%
After loan commitment,but prior to closing,Owners(Applicants)must provide forms
TWDB-0216 and TWDB-0373. The project's Prime Engineer,Financial Advisor, and
Bond Counsel must complete a TWDB-0217 form and indicate if any subcontracting
opportunities will be available or if the Contractor will be self-performing the contract.
Regardless of the procurement's outcome, all entities must submit a TWDB-0373 and list
the Contractors selected by the Owner for the project. Failure to include a Contractor and
contract amount will result in denial of payment until the proper documentation has been
reviewed and approved.
For each construction contract,Owners are required to submit a TWDB-0216 and TWDB-
0373 for the procurement of the project's Prime Contractor. If the Prime Contractor is
utilizing Subcontractors for the project,then additional TWDB-0216 and TWDB-0373
forms will be required for submittal prior to request for payment.
The following forms are required for each contract:
Form Prime Contractor Submit Form To
TWDB-0216 Required TWDB
TWDB-0217 Required TWDB
TWDB-0373 Required TWDB
(a) The Contractor shall, if awarding sub-agreements,to the extent appropriate for the
goals listed in the instructions to bidders make a good faith effort to award a fair share
of work to DBE's who are Minority Business Enterprises (MBE's) and Women-owned
Business Enterprises (WBE's) as sources of supplies, construction, equipment and
services by taking the following steps:
i. Ensure DBEs are made aware of contracting opportunities by including qualified
small,minority, and women's businesses on solicitation lists;
ii. Assuring that small,minority, and women's businesses are solicited whenever they
are potential sources;
iii. Dividing total requirements,when economically feasible,into small tasks or
quantities to permit maximum participation of small, minority, and women's
businesses;
iv. Establishing delivery schedules,where the requirements of the work permit,which
will encourage participation by small,minority, and women's businesses; and
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V. Using the services and assistance of the Small Business Administration,Minority
Business Development Agency of the U.S. Department of Commerce,and Texas
Marketplace, as appropriate.
15. Archeological Discoveries and Cultural Resources
No activity which may affect properties listed or properties eligible for listing in the
National Register of Historic Places or eligible for designation as a State Archeological
Landmark is authorized until the Owner has complied with the provisions of the National
Historic Preservation Act and the Antiquities Code of Texas.
The Owner has previously coordinated with the appropriate agencies and impacts to
known cultural or archeological deposits have been avoided or mitigated. However,the
Contractor may encounter unanticipated cultural or archeological deposits during
construction.
If archeological sites or historic structures which may qualify for designation as a State
Archeological Landmark according to the criteria in 13 TAC Chapter 26, or that may be
eligible for listing on the National Register of Historic Places in accordance with 36 CFR
Part 800, are discovered after construction operations are begun, the Contractor shall
immediately cease operations in that particular area and notify the Owner,the TWDB,
and the Texas Historical Commission, 1511 N. Colorado St.,P.O. Box 12276,Capitol
Station,Austin, Texas 78711-2276. The Contractor shall take reasonable steps to protect
and preserve the discoveries until they have been inspected by the Owner's representative
and the TWDB. The Owner will promptly coordinate with the State Historic
Preservation Officer and any other appropriate agencies to obtain any necessary
approvals or permits to enable the work to continue. The Contractor shall not resume
work in the discovery until authorized to do so by the Owner.
16. Endangered Species
No activity is authorized that is likely to jeopardize the continued existence of a
threatened or endangered species as listed or proposed for listing under the Federal
Endangered Species Act(ESA), and/or the State of Texas Parks and Wildlife Code on
Endangered Species, or to destroy or adversely modify the habitat of such species.
If a threatened or endangered species is encountered during construction,the Contractor
shall immediately cease work in the area of the encounter and notify the Owner,who will
immediately implement actions in accordance with the ESA and applicable State statutes.
These actions shall include reporting the encounter to the TWDB,the U. S. Fish and
Wildlife Service, and the Texas Parks and Wildlife Department, obtaining any necessary
approvals or permits to enable the work to continue, or implement other mitigation
actions. The Contractor shall not resume construction in the area of the encounter until
authorized to do so by the Owner.
17. Hazardous Materials
Materials utilized in the project shall be free of any hazardous materials, except as may
be specifically provided for in the specifications.
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If the Contractor encounters existing material on sites owned or controlled by the Owner
or in material sources that are suspected by visual observation or smell to contain
hazardous materials, the Contractor shall immediately notify the Engineer and the
Owner.
The Owner will be responsible for the testing and removal or disposal of hazardous
materials on sites owned or controlled by the Owner. The Owner may suspend the
work, wholly or in part during the testing,removal or disposal of hazardous materials
on sites owned or controlled by the Owner.
18. Project Signage
The Owner must implement one of the signage options below as described in TWDB
Guidance TWDB-1109:
Online signage placed on community website or social media outlet;
• Press release;
• Posters or wall signage in a public building or location;
• Newspaper or periodical advertisement for project construction, groundbreaking
ceremony,or operation of the new or improved facility; or
• Standard on-site signage erected in a prominent location at the construction project
site or along a major thoroughfare within the community as directed by the Owner.
If a recipient decides on a public or media event to publicize the accomplishment of
significant events related to construction of the project,the U.S Environmental Protection
Administration,Region 6,must be provided with at least a ten working day notice of the
event and provided the opportunity to attend and participate. Please contact Associate
Director Claudia Hosch,who can be reached at(214) 665-6464 or
Hosch.Claudia(d,epa.goy:.
19. Changes
*Provisions identified with an asterisk below are consistent with Local Government Code
271.060. Counties and Municipalities may modify the identified provisions,when
applicable,to conform to Local Government Code 262.031 (Counties)or 252.048
(Municipalities).
(a) The Owner may at any time,without notice to any surety,by written order designated or
indicated to be a change order,make changes in the work within the general scope of the
contract, including but not limited to changes:
i. In the specifications(including drawings and designs);
ii. In the time,method or manner of performance of the work;
iii. To decrease or increase the quantity of work to be performed or materials,
equipment or supplies to be fiu n ished;
(b) ` The total price of a contract may not be increased by a change order unless provision
has been made for the payment of the added cost by the appropriation of current funds or
bond funds for that purpose, by the authorization of the issuance of certificates, or by a
combination of those procedures.
(c) *A contract with an original contract price of$1 million or more may not be increased by
more than 25 percent. If a change order for a contract with an original contract price of
less than $1 million increases the contract amount to $1 million or more, subsequent
change orders may not increase the revised contract amount by more than 25 percent.
Page 43 of 46
TWbB-0550
Rev 09/19
(d) *A governing body may grant authority to an official or employee responsible for
purchasing or for administering a contract to approve a change order that involves an
increase or decrease of$50,000 or less.
(e) Changes that involve an increase in price will be supported by documentation of the cost
components. For projects funded through the EDAP program, or with grant proceeds,
TWDB staff may request this information to be provided in a format equivalent to the
Cost and Pricing Information form(No.WRD-277).
(f) Any change orders involving a change in the project requiring a relocation of project
components, sizing, or process may require additional environmental approval. A map
and description of the proposed changes should be sent to the TWDB Environmental
Reviewer for coordination and approval as soon as possible to avoid any delay.
20.Operation and Maintenance Manuals and Training
(a) The Contractor shall obtain installation, operation, and maintenance manuals from
manufacturers and suppliers for equipment furnished under the contract. The
Contractor shall submit three copies of each complete manual to the Engineer within 90
days after approval of shop drawings,product data, and samples, and not later than the
date of shipment of each item of equipment to the project site or storage location.
(b) The Owner shall require the Engineer to promptly review each manual submitted,
noting necessary corrections and revisions. If the Engineer rejects the manual, the
Contractor shall correct and resubmit the manual until it is acceptable to the Engineer as
being in conformance with the design concept of the project and for compliance
with information given in the Contract Documents. Owner may assess the Contractor
a charge for reviews of the same items in excess of three (3) times. Such procedure
shall not be considered cause for delay.
(c) Acceptance of manuals by Engineer does not relieve the Contractor of any requirements
of terms of Contract.
(d) The Contractor shall provide the services of trained, qualified technicians to check
final equipment installation, to assist as required in placing same in operation, and to
instruct operating personnel in the proper manner of performing routine operation and
maintenance of the equipment.
(e) Operations and maintenance manuals specified hereinafter are in addition to any
operation, maintenance, or installation instructions required by the Contractor to install,
test,and start-up the equipment. Each manual is to be bound in a folder and labeled to
identify the contents and project to which it applies. The manual shall contain the
following applicable items:
i. A listing of the manufacturer's identification, including order number,
model, serial number,and location of parts and service centers.
ii. A list of recommended stock of parts,including part number and quantity.
iii. Complete replacement parts list.
iv. Performance data and rating tables.
V. Specific instructions for installation,operation,adjustment,and maintenance.
vi. Exploded view drawings for maj or equipment items.
Page"of 46
TWDB-0550
Rev 09/19
vii. Lubrication requirements.
viii. Complete equipment wiring diagrams and control schematics with terminal
identification.
21.As-Built Dimensions and Drawings
(a) Contractor shall make appropriate daily measurements of facilities constructed and
keep accurate records of location(horizontal and vertical)of all facilities.
(b) Upon completion of each facility,the Contractor shall fiunish the Owner with one set of
direct prints, marked with red pencil, to show as-built dimensions and locations of all
work constructed. As a minimum,the final drawings shall include the following:
i. Horizontal and vertical locations of work.
ii. Changes in equipment and dimensions due to substitutions.
iii. "Nameplate"data on all installed equipment.
iv. Deletions,additions,and changes to scope of work.
v. ' Any other changes made.
22. Close-Out Procedures
To close-out the contract and release final retainage,the following steps must be
completed:
(a) TWDB Staff must conduct a construction contract final inspection(CCFI);
(b) The following submittals must be received,reviewed, and accepted by the TWDB:
i. The final change order, adjustment of quantities, or a statement that all change
orders have previously been submitted and there will be no more change orders;
ii. The final pay request from the Contractor;
iii. An affidavit by the Contractor that all bills have been paid;
iv. Certification by the consulting Engineer that the work has been completed and
was constructed in accordance with the approved plans and specifications and
sound engineering principals and construction practices;
V. Acceptance of the project by the Owner in the form of a written resolution or
other formal action;
vi. Notification of the beginning date of the warranty period for the contract; and
vii. Confirmation that the Owner has received the as-built drawings from the
Contractor.
(c) TWDB will issue a Certificate of Approval allowing the release of retainage.
23. Additional Forms and Information
The following forms and guidance documents,mentioned throughout this Guidance, are
available on the TWDB site at: kittp:/il vw.mdb.texas,go%°/financial'instmctions/index.asp
Forms:
Contractor's Act of Assurance(ED-103)
Contractor's Resolution on Authorized Representative(ED-104)
Debarment/Suspension Certification(SRF-404)
Bidder's Certifications-EEO(WRD—255)
Page 45 of 46
TWDB-0550
Rev 09/19
DBE Affirmative Steps solicitation Report(TWDB 0216)
DBE Prime Contractor Affirmative Steps Certification&Goals(TWDB 0217)
DBE Loan/Grant Participation Summary(TWDB 0373)
Monthly American Iron and Steel Certificate(TWDB-1106-A)
American Iron and Steel (AIS)De Minimis Log(TWDB-1106-B)
Monthly Davis Bacon Wage Rate Certificate of Compliance Submittal by Owner(Sub-
Recipient) (DB-0154)
Guidance Documents:
TWDB-0210 Disadvantaged Business Enterprise Guidance
Requirements for American Iron and Steel(AIS) Guidance(TWDB-1106)
Guidance on Davis-Bacon Wage Rate Requirements for State Revolving Fund Projects
(DB-0156)
Page 46 of 46
Exhibit A-2
Itron Change Order Form
Customer Name: City of Lubbock
Contract Name: "Master Agreement 7123-17 EUA/EUB Resolution No.2018-R0041/City Council
Resolution No.2018-R0194",dated on or about June 14,2018.
Contract Date: 06/14/18
Change Order#: 5
Effective Date: Effective Date of First Amendment to the June 14,2018 Master Sales Agreement
City of Lubbock Itron,Inc.
By By
Name T)aniel M PnnP Name i-, .&f- 14,A, EAVimW
Title Mayor- Title VP
Date March 10, 100 , Date ;
Change Summary: NOTE:Change Order#0 was the initial Contract Execution. Change Order#I covered
initial electric meter hardware quantity changes. Change Order#2 was to incorporate an Electrician into the
project.Change Order#3 created,not executed. Change Order#4 was for the requested additional scope to
provide the Itron Call Center,for a 6-month period,starting in September 2019.
NOW,Change Order#5 is for the requested 24-month Performance and Payment Bond and for TWDB
Reporting.
Professional Services/Other:
F Billable r Non-billable
Purpose Descri on Qty $Per Subtotal
Performance and Payment Bond 24 months 1 $1352514 $135,514
TWDB Reporting 1 $25,000 $25,000
Total $160,514
Order Processing:
PO/Contract#: 12 177 18+PO 22104378+PO 22104379+PO 22104333+PO 22104434+PO 22104435
Comments: All other provisions of the original contract not expressly amended herein remain in effect.
This change order provides for a Performance and Payment Bond for the City of Lubbock Water Utilities portion
of the Itron AMI contract to meet requirements for Texas Water Development Board funding.Bonding period
will be 24 months which includes a 12-month warranty period at the end of the bonding period for a total of 36
months of coverage. Contract amount to be covered by Performance and Payment bonds will be$19,359,060.00.
This change order also includes the costs for Itron to provide TWDB reports to the City of Lubbock Water
Utilities.
s
l
I:?D-103
Reviewed 09/AM 16
CONTRACTOR'S ACT OF ASSURANCE
STATE OF TExAs Washington §
Spokane §
COUNTY OF P §
BEFORE ME a Notary Publicvully commissioned and
qualified in and for the County of Spok in the State of Texas carne and appeared
Itron, Inc. ,as represented by Robert Farrow ,the
Corporation's VP of Finance ,who declares he/she is authorized to represent
Itron, Inc. pursuant to provisions of a resolution adopted
by said Corporation on the day of ,20 (a duly certified copy of such
resolution is attached to and is hereby made a part of this document).
Robert Farrow 'as the representative
of, Itron, Inc. declares that Itron, Inc.
assures the Texas Water Development Board that it will construct Advanced Metering Infrastructure
project at Lubbock ,Texas,in accordance with sound construction practice,all laws
of the State of Texas,and the rules of the Texas Water Development Board.
GIVEN UNDER MY HAND and seal of office this day ofILAIM 2019
Aa::r (Notary Public in and for the State of Texa*--
00
W�R�i�tuc-,Tod
(Print Name)
Uj
\�111HIIIf��I
GZ`
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[SEAL]
oft.
�Ali'soil111��\\
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i
W-104
10/M016
CONTRACTOR'S ACT OF ASSURANCE RESOLUTION
I hereby certify that it was RESOLVED by a quorum of the directors of the
Itron, Inc. (Name ofcoxporation),
meeting on the day of 20___,that: (see attached)
Authorized Representative(s);
Robert Farrow
be,and hereby is/are authorized to act on behalf of Itron, Inc.
(Name of Corporation),as its representative in all business transactions conducted in the State of
Texas,and;
` That all above resolution was unanimously ratified by the Board of Directors at said
meeting and that the resolution has not been rescinded or amended and is now in full forces and
effect; and;
In authentication of the adoption of this resolution,I subscribe my name and affix the seal
of the Corporation this 15th day of July 19
(Secretary)
[sem-] * OIN
SEAL F
�q�NTNG'���
ITRON,INC.
Officer Certificate
The undersigned,being the duly elected and qualified Sr.Vice President,General Counsel and Corporate Secretary of
Itron,Inc.,a corporation organized under the laws of the State of Washington,USA(the"Company"), does hereby
certify on behalf of the Company,that the following Individuals are current officers and directors of the Company.
Board of Directors Address
Lynda L.Ziegler 2111 N.Molter Read
Director—Chair of the Board Liberty Lako,WA 99019
Thomas S.Olanville 2111 N.Molter Road
Director Liberty Lake,WA 99019
Frank M.Jaehnert 2111 N.Molter Road
Director Liberty Lake,WA 99019
Jerome J.Lando 2111 N.Molter Road
Director Liberty Lake WA 99019
Timothy M.Leyden 2111 N.Molter Road
Director Liberty Lake,WA 99019
Philip C.Many 2111 N.Molter Road
Director Liberty Lake,WA 99019
Oary E.Pruitt 2111 N.Molter Road
Director Liberty Lake,WA 99019
Daniel S.Pelino. 2111 N.Molter Road
Dlrcatpti �;-;a .,, i •, , Liberty Laka,WA 99019
D1ana :'9're'aiblty^ '� _ 2111 N.Molter Road
Di ���" '• +��2.ipr i Liberly Lake,WA 99019
T •.S.1t1,1 It y ..,
0111cera Address
Philip C.Macy 2111 N.Molter Road
President dt Chief Executive Olficer Liberty Lake WA 99019
Thomas L.Deitrich 2111 N.Molter Road
Executive Vice President and Chief Operating Officer Liberty Lake.WA 99019
Joan S.Hooper 2111 N.Molter Road
Sr.Vice President and Chlef Financial Officer Liberty Lake,WA 99019
Michel C.Cadieux 2111 N.Molter Road
Sr.Vice President.Human Resources Liberty Lakq WA 99019
Sarah E.Htavinka 21 It N.Molter Road
Sr.Vice President,General Counsel and Corporate Secretary Liberty Lake,WA 99019
Each of the officers are authorized to execute and deliver,in the name and on behalf of the Company and under its
corporate seal or otherwise, any agreement or other instrument or document in connection with any matter or
transaction that shall have been duly approved; the execution and delivery of any agreement, document, or other
Instrument,-or document in connection with any matter or transaction that shall have been duly approved;the execution
and delivery ofany agreement,document,or other Instrument by any of such officers to be conclusive evidence of such
approval.
IN WPINESS WHEREOF,the undersigned has executed this Certificate as of the day of May,2019.
ITR ,INC.
erre:Sarah E.Hievinks
Title: Sr.Vice President,General Counsel
and Corporate Secretary
Notary Acknowledament
State of Texas )
)SL
County of Travis )
I certify that I know or have satisfactory evidence that.Sarah E.Hlavinka,is the person who appeared before me,and
said person acknowledged she signed this instrument,on oath staled that she was authorized to execute the Instrument
and acknowledged it as the Sr.Vice president,General Counsel and Corporate Secretary of Itron,Inc.,to be the free
and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED: _
1 F
Ho � lie for the Slate of
County of
My commission expires:
+ ,, DENISE TRYSA1,SKI
Ninety Public,State of Texas
Comm,Expires 07.29.2020
NotsryID 130700210
i
t
I
WMiTED POWER OF ATTORNEY
The undersigned,Joan&Hooper,in her capacity as Senior Vice President Chief Financial Officer of Itron,
Inc.(the Vompagy")hereby delegates to Robert H.A.Farrow ("Appdfided')in view of Appointee's status
with Itron,Inc.,as Vice President Treasury&Strategic Planning and Appointee's professional skills,the
authority to act;and through this limited power of attorney to sign any and all agreements and ancillary
documents,certificates,and Instruments as may be required on behalf of the Company and with respect to '
the Company('Agreementsl up to$5,000,000.00 USD,without right of further sub-delegation except as
set forth below,in accordance with and subject to each such Agreement being approved pursuant to ltron's
Delegation of Authority Policy.
Appointee may sub-delegate this authority,as needed,to Julie Schmidt Director,Finance for a period not to
exceed fourteen(14)consecutive calendar days.
I hereby give the Appointee full power and authorization to do and perform all and everything necessary or
Incidental to the exercise of the limited power of attorney herein specilied.
This power of attorney shall become effective on the 24th day of July 2010,and shall remain In fun force
and effect and shall be binding upon both parties for one(1)year,until revoked by the undersigned or upon
cessation of Appointep's employment withItron,Inc.
Made in Liberty Lake,Washington,on July 2'LL018.
By ...
Na an 5. oop
Ti :Senior Vice President,Chief Financial Officer
For.Itron,Inc.
*NOTARY'S ACKNOWLEDGMENT
TO WHOM IT MAY CONCERN:
On July 2018,before me personally appeared Joan S.Hooper,who is personally known to me by her
signature on this Instrument is the person who executed this instrument.
NESS m hand and official seas
Printed name:Angela M.Naccarato s otAg�
Notary Public
a
Notary Expires:d5oZPV w.20"k.
top
[Notary Seal] ��+1pt 1OF\W Pg`.��.