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Copperstone-CN 951116
CONTRACT DOCUMENTS UTILITY IMPROVEMENTS (Water, Sanitary Sewer and Storm Sewer) FOR COPPERSTONE CITY OF COPPELL, DALLAS COUNTY, TEXAS NO'VEMBER 16, 1995 OWNER: Copperstone, Ltd. 8300 Douglas, Suite 800 Dallas, Texas 75225 (214) 706-9~90 Engineer: Dowdey, Anderson and Associates, Inc. 16250 Dallas Parkway, Suite 100 Dallas, Texas 75248 (214) 931-0694 I CONTRACT AGREEMENT PROPOSAL INSURANCE CERTIFICATE AMENDMENT TO GENERAL CONDITIONS GENERAL CONDITIONS SPECIAL CONDITIONS AND TECHNICAL SPECIFICATIONS CONTRACT AGREEMENT This Agreement is dated the 16th day of November, 1995 by and between Copperstone, Ltd. (Hereinafter called Owner) and J.F. Clack, Inc. (Hereinafter called the Contractor). Owner and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK Contractor shall complete all work as specified or indicated in the Contract Documents. The work is generally described as follows: Utility Construction for Copperstone Addition, reflected in the Construction Plans entitled "Construction Plans for Copperstone, City of Coppell, Dallas County, Texas", and prepared by Dowdey, Anderson and Associates, Inc. The project for which the Work under the Contract Documents may be the whole or only part is generally described as Copperstone Addition, Coppell, Dallas County, Texas. ' ARTICLE 2. ENGINEER The project has been designed by Dowdey, Anderson and Associates, Inc., 16250 Dallas Parkway, Suite 100, Dallas, Texas 75248, (214) 931-0694 (hereinafter the Engineer) and who will assume all duties and responsibilities and will have the fights and authority to Engineer in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. ARTICLE 3. CONTRACT TIME The Work will be substantially completed on or before Fii~y (50) working days following Contractor's receipt of written Notice to Proceed, and Completed and ready for final payment in accordance with the General Conditions on or before January 5, 1995. ARTICLE 4. CONTRACT PRICE Owner shah pay Contractor for performance of the Work in accordance with the Contract Documents in current funds as follows: Six hundred twenty-one thousand, six hundred thirty-nine dollars and 64/100 ($621,639.64). ARTICLE 5. PAYMENT PROCEDURES Contractor shall submit application for payment in accordance with Article 14 of the General Conditions. Applications for payment will be processed by Engineer as provided in the General Conditions. 5.1 PROGRESS PAYMENTS. Owner shall make progress payments on account of the Contract price on the basis of Contractor's applications for payment as recommended by Engineer and approved by Owner, on or about the Friday following the 10th of each month during construction as provided below. All progress payments will be on the basis of the progress of the Work measured by the schedule of values provided for in Paragraph 14.1 of the General Conditions. 5.1-A. Prior to substantial completion, progress payments will be made in the amount equal to 90% of the Work completed only. Contractors request for payment shall be as of the 25th day and shall be submitted to the Engineer no later than the last day of each month. 5.1-B. Upon substantial completion, Owner shall pay (within 30 days of receipt of Engineers recommendation for payment) an amount sufficient to increase total payments to Contractor to 90% of the contract price, less such amounts as Engineer and Owner shall determine in accordance with Paragraph 14.13 of the General Conditions. 5.2 FINAL PAYMENT. Upon final completion and acceptance by the Engineer, Owner and reviewing agency of the Work in accordance with Paragraph 14.13 of the General Conditions, Owner shall pay the remainder of the Contract price as recommended by the Engineer and Owner as provided in said Paragraph 14.13. ARTICLE 6. CONTRACTOR' S REPRESENTATION In order to induce Owner to enter into the Agreement, Contractor makes the following representations: 6.1 Contractors have familiarized themselves with the nature and extent of the Contract Documents, Work, locality and with all local conditions and federal, state and local laws, ordinances, roles and regulations that in any manner may affect cost, progress or performance of the Work. 6.2 Contractor has studied carefully all reports of investigation and tests of subsurface and latent physical conditions at the site or othenvise affecting cost, progress, or performance of the Work which were relied upon by the Engineer in the preparation of the drawing and specifications and which have been identified in the supplementary conditions. 6.3 Contractor has made or caused to be made examinations, investigations, and tests and studies of such reports and related data in addition to those referred to in Paragraph 6.2 as he deems necessary for the performance of the Work at the Contract price, within the Contract Time, and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports, or other similar data are or will be required by Contractor for such purposes. 6.4 Contractor has correlated the results of all such observations, examinations, errors, or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by Owner is acceptable to Contractor. 6.5 Contractor has given Engineer and Owner written notice of all conflicts, errors, or discrepancies that he has discovered in the written resolution thereof by Owner is acceptable to Contractor. 6.6 All liens of the Contractor and any fight to remove removable improvements are subordinate to the Mortgage and Lender's rights and all subcontracts and purchase orders shall contain a provision subordinating the subcontractors' and materialman's liens and any right to remove removable improvements to the Mortgage and Lender's rights thereunder. No change order shall be effective without the prior written approval of the Lender except for permitted scope changes. ARTICLE 7.0 CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between the Owner and Contractor are attached to this agreement, made part hereof, and consist of the following: 7.1 This agreement; 7.2 Contractor's Bid Proposal; 7.3 Insurance in the amount reflected in the attached certificate; 7.4 Amendments to General Conditions; 7.5 General Conditions; 7.6 Special Conditions and Technical Specifications; 7.7 Drawings; 7.8 Any modifications, including Change Orders, duly delivered after execution of Agreement. There are no Contract Documents other than those listed above in this Article 7.0. The Contract Documents may only be altered, amended or repealed by modification (as defined in Section 1 of the General Conditions). ARTIC!,E 8. MISCELLANEOUS 8.1 Terms used in this Agreement which are defined in Article 1 of the General Conditions shall have the me~.nings indicated in the General Conditions. 8.2 No assignment by a party hereto of any rights under or interest in the Contract Documents will be binding on another party hereto without the written consent of the part sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction mat be limited by law), and unless specifically stated to the contrary in any written consent to an assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. Not withstanding the foregoing, assignment of any or all rights and interests by Owner to Owner's development lender is hereby approved by Contractor. Contractor hereby agrees to subordinate any mechanic's or materialman's liens to the development loan. 8.3 Owner and Contractor each binds himself, his partners, successors, assigns, and legal representatives to the other party hereto, his partners, successors, assigns and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. ARTICLE 9. OTItER PROVISIONS In Witness Whereof~ the parties hereto have signed this Agreement in triplicate. One counterpart each has been delivered to Owner, Contractor, and En 'grocer. All portions of the Contract Documem have been signed or identified by Owner and Contractor or by Engineer on their behalf. This Agreement will be effective on the /t~Tl~lay of November, 1995. OWNER: CONTRACTOR: Copperstone, Ltd. J.F. Clack, Inc. 8300 Douglas, Suite 800 Rt. 1, Box 117A Dallas, Texas 75225 Caddo Mills, Texas 75135 (214) 706-9190 (903) 5~/~ / General Partner ~ .~ 7.2 CONTRACTOR'S BID PROPOSAL J.F. CLACK, INC. TO: BRISCOE - CLARK RT. 1, BOX 117A 8300 DOUGLAS AVE. CADDO MILLS, TEXAS 75135 SUITE 800 (903)527-4445 (903)527-3G79 DALLAS, TEXAS 75225 SUBJECT: COPPER STONE A 130 LOT RESIDENTIAL DEVELOPMENT · DATE: CITY OF COPPELL DALLAS. COUNTY ITEM~ DESCRIPTION UNIT QTY UNIT AMOUNT MEAS PRICE WATER: 1G" PUC MAIN LF 2485.00 29.50 ~73307:50 B' PVC MAIN LF 7000.00 ll. O0 '77000.00 G' PVC HAIN LF 140.00 9.50 .1330.00 16'.GATE VALVE EA 1.00 2900.00 2900.00 8' GATE VALVES EA 22.00 425.00 9350.00 G" GATE VALVES EA 14.00 '275.00 FIRE HYDRANTS EA 14.00 950.00 13300.00 1" SERVICES EA i30.00 175.00 22750.00 i i/2' IRRIGATION SERVICES EA 3.00 150.00 450.00 2" BLOWOFF VALVES EA i.O0 150.00 150.00 CONNECT TO EXIST SYSTEM EA 2.00 900.00 1BO0.O0 CONCRETE ENCASEMENT LF-- 140.00 85.00 11900.00 CASTIRON FITTINGS TON 2.23 2250.00 5017.50 SYSTEM TEST LS 1.00 850.00 850.00 IRRIGATION CONDUIT LF 750.00 G.O0 4500.00 BOND, ENGINEERING. TESTING LS 15355.25 15355.25 TOTAL WATER 243,810.25 SANITARY SEWER 8" MAIN LF 7290.00 9.50 69255.00 4.0' DIA. MANHOLES EA l?.O0 1400.00 23800.00 4.0' DIA. DROP MANHOLES EA 3.00 1500.00 4500.00 5.0' DIA. MANHOLES OVER EX. 15" MAIN EA 1.00 1550.00 1550.00 CONN. TO EXIST. MANHOLE EA l.O0 50.00 50.00 CLEANOUTS EA 5.00 lO0.O0 500.00 4" SERVICES EA 130.00 175.00 22750.00 CONCRETE ENCASEHENT LF 80.00 15.00 i200.00 SYSTEfl TEST INC. T.V. INSP. LS l. O0 6500.00 GSO0.O0 TRENCH SAFETY LS 1.O0 100;00 100.00 BOND, ENGINEERING, TESTING LS 4526.70 452G.70 TOTAL SANITARY SEWER 134,731.70 J'.F. CLACK, INC. TO: BRISCOE - CLARK RT. 1, BOX llTA 8300 DOUGLAS AVE. CADDO HILLS, TEXAS 75135 SUITE 800 (903)527-4445 (903)527-3679 DALLAS. TEXAS 75225 SUBJECT: COPPER STONE A 130 LOT RESIDENTIAL DEUELOPMENT 'DATE: CITY OF COPPELL DALLAS, COUNTY ITEM~ DESCRIPTION UNIT QTY UNIT AMOUNT MEAS PRICE STORM:SEWER 6' X 3' RBC LF 30.00 124.00 '3720.00 54" RCP LF 371.00 29.00 '29309..00 51" RCP LF 172.00 75.00 12900.00 48' RCP LF 45.00 G8.75 3093.75 42" RCP LF 514.00 58.75 30197.50 39' RCP LF 131.00 5G..oo 733G.00 3~" RCP LF 2/0.00 45_00 -9450..00 33' RCP LF 459.00 39.00 --~7901.00 30" RgP LF 417.00 34.00 .14178.00' 27" RCP LF 141.00 28_00 :3948.00 24" RCP LF G4G.OO 25.00 1~150.00 21" RCP LF ~9.00 ~2.$0 ~$052.'50 18" RCP 'LF 1185.00 16.50 19552.50 54" HDWL TREAT. (BRIDGE) EA 1.00 1500.00 1500.00 42" HOWL. (STONE CONN.) EA 1.O0 ISO0.O0 35" HDWL. (STONE CONN.) EA 1.O0 iSO0.O0 'I500~00 21" TYPE "C" HOWL EA 1.00 ~50.00 ~50.00 18" TYPE "C" HD~L EA 1.00 GSO.O0 GSO.O0 · 10' REC. INLET EA 8.00 !500.00 12000.00 10' CURB INLET EA 1~.00 1500.00 28500.00 3 GR. COMBO INLET EA 5.00 1100.00 5500.00 TRANSITION 6' X 3' TO 54" RCP LS !.00 1250.00 1250~00 BOND, ENGINEERING, TESTING LS 1.00 7259.4~ 7259.44 TOTAL STORM SEWER 243,097.~9 THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document A312 Pedormance Bond No. BCN10444418' Any singular reference to Contractor. Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address]: SURETY (Name and Principal Place of Business): J.F. CLACK, INC. BITUMINOUS CASUALTY CORP. RT. 1,;. BOX 117A P.0. BOX 167968 CADD0 MILLS, TEXAS 75135 IRVING, TEXAS 75016 OWNER (Name and Address): COPPERSTONE, LTD. 8300 DOUGLAS #800 DALLAS, TEXAS 75225 " CONSTRUCTION CONTRACT Date: NOVEMBER 16, '1995 Amount $621,639.64* Description (Name and Location): UTILITY IMPROVEMENTS FOR COPPERSTONE; COPPELL, TEXAS BOND Date (Not earlier than Construction Contract Date):NOVEMBER 17, 1995 Amount $621,639.64* Modifications to this Bond: [~ NONE [] See Page 3 CONTRACTOR AS PRINCIPAL / //7 / SURETY J B I T U M I N 0 U S~¢¢5"D'A-L'q'~, CORP. .,. C LAC~ ~C//¢,po/C/te Seal) (Corporat<e_ al ~_.~~ Signature: t~~'~. ~, ~j{~u~ Name ,~_. _F ._~ P ~--~ ~]L AC"~ '~NT Name~ '~-¢'~E ~/-- / ~' THOMAS .~ttorney-in-Fact (FOR IN£ORMA TION ONL ¥--Name. Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or STEVEN L. THOMAS AGENCY, INC. otherparty):DOWDY, ANDERSON & ASSOC. 5201 S. COLONY #545 16250 DALLAS PKWY. #100 THE COLONY, TEXAS 75056 DALLAS, TEXAS 75248 AIA DOCUMENT A312 · PERFORMANCE BOND AND PAYMENT BOND · OECEMSER 1984 ED. · AmA ') THE AMERICAN INSTITUTE OF ARCHITECTS, ~735 NEW YORK AVE. N.W.. WASHINGTON. DC 20006 A312-1984 1 THIRD PRINTING · MARCH *,987 1 The Contractor and the Surety, jointly and severally, bind which it may be liable to the Owner and, as soon as themselves, their heirs, executors, administrators, succes- practicable after the amount is determined, tender sors and assigns to the Owner for the performance of the payment therefor to the Owner; or Construction Contract, which is incorporated herein by .2 Deny liability in whole or in part and notify the reference. Owner citing reasons therefor. 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this 5 If the Surety does not proceed as provided in Paragraph 4 Bond. except to participate in conferences as provided in with reasonable promptness, the Surety shall be deemed to Subparagraph 3.1. be in default on this Bond fiheen days after receipt of an additional written notice from the Owner to the Surety de- 3 If tr~ere is no Owner Default, the Surety's obligation under manding that the Surety perform its obligations under this this Bond shall arise after: Bond, and the Owner shall be entitled to enforce any remedy 3.1 The Owner has notified the Contractor and the Surety available to the Owner. If the Surety proceeds as provided in at its address described in Paragraph 10 below that the Subparagraph 4.4, and the Owner refuses the payment ten- dered or the Surety has denied liability, in whole or in part, Owner is considering declaring a Contractor Default and without further notice the Owner shall be entitled to enforce has requested and attempted to arrange a conference with the Contractor and the Suretyto be held not later than any remedy available to the Owner. fifteen days after receipt of such notice to discuss me- 6 After the Owner has terminated the Contractor's right to thods of performing the Construction Contract. If the complete the Construction Contract, and if the Surety elects Owner, the Contractor and the Surety agree, the Contrac- to act under Subparagraph 4.1, 4.2, or 4.3 above, then the for shall be allowed a reasonable time to perform the responsibilities of the Surety to the Owner shall not be great- Construction Contract, but such an agreement shall not er than those of the Contractor under the Construction Con- waive the Owner's right, if any, subsequently to declare a tract, and the responsibilities of the Owner to the Surety shall Contractor Default; and not be greater than those of the Owner under the Construc- 3.2 The Owner has declared a Contractor Default and tion Contract. To the limit of the amount of this Bond, but formally terminated the Contractor's right to complete the subject to commitment by the Owner of the Balance of the contract. Such Contractor Default shall not be declared Contract Price to mitigation of costs and damages on the earlier than twenty days after the Contractor and the Construction Contract, the Surety is obligated withoutdupli- Surety have received notice as provided in Subparagraph cation for: 3.1: and 6.1 The responsibilities of the Contractor for correct,on 3.3 The Owner has agreed to pay the balance of the of defective work and completion of the Construction Contract Price to the Surety in accordance with the terms Contract; of the Construction Contract orto a contractor selected to 6.2 Additional legal, design professiona~ and delay costs perform the Construction Contract in accordance with the resulting from the Contractor's Default, and resulting from terms of the contract with the Owner. the actions or failure to act of the Surety under Paragraph 4 When the Owner has satisfied the conditions of Paragraph 4: and 3. fhe Surety shall promptly and at the Surety's expense take 6.3 Liquidated damages, or if no liquidated damages are one of the following actions: specified in the Construction Contract, actual damages 4.1 Arrange for the Contractor. wittq consent of the caused by delayed performance or non-performance of Owner. to perform and complete the Construction Con- the Contractor. tract: or 7 The Surety shall not be liable to the Owner or others for 4.2 Undertake to perform and comptetethe Construction obligations of the Contractor that are unrelated to the Con- Contract itself, throughitsagentsorthrough independent struction Contract. and the Balance ol the Contract Price contractors; or shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this 4.3 Obtain bids or negotiated proposals from qualified Bond to any person or entity other than the Owner or its heirs. contractors acceptable to the Owner for a contract for executors, administrators or successors. performance and completion of the Construction Con- tract, arrange for a contract to be prepared for execution 8 The Surety hereby waives notice of any change, including by the Owner and the contractor selected with the changes of time. to the Construction Contract or to related Owner's concurrence, to be secured with performance subcontracts, purchase orders an(: other obligations. and payment bonds executed by ~ qualified surety equi- valent to the bonds issued on the Construction Contract. 9 Any proceeding, legal or equitable, under this Bond may and pay to the Owner the amount of damages as de- be instituted in any court of competent jurisdiction in the scribed in Paragraph 6 in excess of the Balance of the location in which the work or part of the work is located and Contract Price incurred by the Owner resulting from the shall be instituted within two years after Contractor Default or Contractor's default: or within two years after the Contractor ceased working or 4.4 Waive its right to perform and complete, arrange for within two years after the Surety refuses or fails to perform its completion, or obtain a new contractor and with reasona- obligations under this Bond, whichever occurs first. If the hie promptness under the circumstances: provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a .1 After investigation, determine tr~e amount for defense in the jurisdiction of the suit shall be applicable. AIA DOCUMENT A312 · PERFORMANCE BOND AND PAYMENT BOND · DECEMBER 1984 ED. · AIA ~' THE AMERICAN INSTITUTE Or ARCHITECTS, 1735 NEW YORK AVE. NW., WASHINGTON, DC 20006 A31 2-1984 2 THIRD PRINTING · MARCH ~957 10 Notice to tr~e Surety, the Owner or the Contractor shall be amounts received or to be received by the Owner in mailed or delivered to the address shown on the signature settlement of insurance or other claims for damages to page. which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor 11 When this Bond has been furnished to comply with a under the Construction Contract. statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond 12.2 Construction Contract: The agreement between the conflicting with said statutory or legal recluirement shall be Owner and the Contractor identified on the signature deemed deleted herefrom and provisions conforming to page, including all Contract Documents and changes such statutory or other legal requirement shall be deemed thereto. incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law 12.3 Contractor Default: Failure of the Contractor, which bond. has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Construction 12 DEFINITIONS Contract. 12.1 Balance of the Contract Price: The total amount 12.4 Owner Default: Failure of the Owner, which has payable by the Owner to the Contractor under the Con- neither been remedied nor waived, to pay the Contractor struction Contract after all proper adjustments have been as required by the Construction Contract or to perform made, including allowance to the Contractor of any and complete or comply with the terms thereof. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY (Corporate Seal) (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address: Address: Countersigning Agent AIA DOCUMENT A312 · PERFORMANCE BOND AND PAYMENT BONO · DECEMBER 1984 ED. · AIA '~ THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVE, N.W.. WASHINGTON. DC 20006 A312-1984 3 FM-19-1194A-FL (8/89) 31371-9.~89.2M THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document A312 Payment Bond No._B£N] 04441 R Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address/: SURETY IName and Principal Pl~ce of Business): J.F. CLACK, INC. B]]TUMINOUS CASUALTY 'CORP.. -RT. 1, BOX 117A P.O. BOX 167968 CADD0 MILLS, TEXAS 75135 IRVING, TEXAS 75016 OWNER (Name and Address): COPPERSTONE, LTD. 8300 DOUGLAS, SUITE 800 DALLAS, TEXAS 75225 CONSTRUCTION CONTRACT Date:NOVEMBER 16, 1995 Amount. $621,639.64* Description (Name and Location): UTILITY IMPROVEMENTS FOR COPPERSTONE;COPPELL, TEXAS BOND Date: NOVEMBER 17, 1995 Amount $621 ,639.64* Modifications to this Bond: E~ NONE [] See Page 3 CONTRACTORASPRINCI?~~oZ~ SURETY J.F. CLAO,~.. ~/ ateSeal) BITUMINOUS CASUALTY..-r~ORP. (Corporate S '~- ' , ~'~_.~.~ D E N T v .a/4'torney-in- Fact (Any additional ~ ar on page 3) (FOR INFORMATION ONLY--Name. Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect. Engineer or STEVEN L. THOMAS AGENCY, INC. otherpam/): DOWDY, ANDERSON & ASSOC. 5201 S. COLONY #545 16250 DALLAS PKWY. #100 THE COLONY, TEXAS 75056 DALLAS, TEXAS 75248 AIA DOCUMENT A312 · PERFORMANCE BONO AND PAYMENT BOND · DECEMBER 1984 ED. · AIA THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEVi/YORK AVE. NW.. WASHINGTON. DC 20006 A312-1984 4 FM 19-1195A-FL (8/89) ~. The Contractor and the Surety, jointly and severally, bind 6.1 Send an answer to the Claimant, with a copy to the themselves, their heirs, executors, administrators, succes- Owner, within 45 days after receipt of the claim, stating the sors and assigns to the Owner to pay for labor, materials and amounts that are undisputed and the basis for challeng- equipment furnished for use in the performance of the Con- lng any amounts that are disputed. struction Contract, which is incorporated herein by reference. 6.2 Pay or arrange for payment of any undisputed 2 With respect to the Owner, this obligation shall be null and amounts. void if the Contractor. 7 The Surety's total obligation shall not exceed the amount 2.1 Promptly makes payment, directly or indirectly, for all of this Bond, and the amount of this Bond shall be credited for sums due claimants, and any payments made in good faith by the Surety. 2.2 Defends, indemnifies and holds harmless the Owner 8 Amounts owed by the Owner to the Contractor under the from claims, demands, liens or suits by any person or Construction Contract shall be used for the performance of entity whose claim, demand, lien or suit is for the payment the Construction Contract and to satisfy claims, if any, under for labor, materials or equipment furnished for use in the any Construction Performance Bond. By the Contractor fur° performance of the Construction Contract, provided the nishing and the Owner accepting this Bond, they agree that Owner has promptly notified the Contractor and the all funds earned by the Contractor in the performance of the Surety (at the address described in Paragraph 12) of any Construction Contract are dedicated to satisfy obligations of claims, demands, liens or suits and tendered defense of the Contractor and the Surety under this Bond, subject to the such claims, demands, liens or suits to the Contractor and Owner's priority to use the funds for the completion of the the Surety, and provided there is no Owner Default. work. 3 With respectto Claimants, this obligation shall be null and 9 The Surety shall not be liable to the Owner, Claimants or void if the Contractor promptly makes payment, directly or others for obligations of the Contractor that are unrelated to indirectly, for all sums due. the Construction Contract. The Owner shall not be liable for payment of any costs or expenses of any Claimant under this 4 The Surety shall have no obligation to Claimants under Bond, and shall have under this Bond no obligationsto make this Bond until: payments to, give notices on behalf of, or otherwise have 4.1 Claimants who are employed by or have a direct obligations to Claimants under this Bond. contract with the Contractor have given notice to the 10 The Surety hereby waives'notice of any change, includ- Surety (at the address described in Paragraph 12) and i ng changes of time, to the Construction Contract or to relat- sent a copy, or notice thereof, to the Owner, stating that a ed subcontracts, purchase orders and other obligations. claim is being made uncler this Bond and, with substantial accuracy, the amount of the claim. 11 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdic- 4.2 Claimants who do not have a direct contract with the tion in the location in which the work or part of the work is Contractor: located or after the expiration of one year from the date (1) on .1 Have furnished written notice to the Contractor which the Claimant gave the notice required by Subpara- and sent a copy, or notice thereof, to the Owner, graph 4.1 or Clause 4.2 (iii), or (2) on which the last labor or within 90 days after having last performed labor or service was performed by anyone or the last materials or last furnished materials or equipment included in equipment were furnished by anyone under the Construc- the claim stating, with substantial accuracy, the tion Contract, whichever of (1) or (2) first occurs. If the provi- amount of the claim and the name of the party to sions of this Paragraph are void or prohibited by law, the whom the materials were furnished or supplied or minimum period of limitation available to sureties as a de- for whom the labor was done or performed; and lense in the jurisdiction of the suit shall be applicable. .2 Have either received a rejection in whole or in 12 Notice to the Surety, the Owner or the Contractor shall be part from the Contractor, or not received within 30 mailed or delivered to the address shown on the signature days of furnishing the above notice any communi- page. Actual receipt of notice by Surety, the Owner or the cation from the Contractor by which the Contractor Contractor, however accomplished, shall be sufficient corn- has indicated the claim will be paid directly or indi- pliance as of the date received at the address shown on the rectly; and signature page. .3 Not having been paid within the above 30 days, have sent a written notice to the Surety (at the ad- 13 When this Bond has been furnished to comply with a dress described in Paragraph 12) and sent a copy, statutory or other legal requirement in the location wherethe or notice thereof, to the Owner, stating that a claim construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be is being made under this Bond and enclosing a copy of the previous written notice furnished to the deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed Contractor. incorporated herein. The intent is that this Bond shall be 5 If a notice required by Paragraph 4 is given by the Owner construed as a statutory bond and not as a common law to the Contractor or to the Surety, that is sufficient compli- bond. ance. 14 Upon request by any person or entity appearing to be a 6 When the Claimant has satisfied the conditions of Para- potential beneficiary of this Bond, the Contractor shall graph 4, the Surety shall promptly and at the Surety's ex- promptly furnish a copy of this Bond or shall permit a copy to pense take the following actions: be made. AIA DOCUMENT A312 · PERFORMANCE BOND AND PAYMENT BOND · DECEMBER 1984 ED. · AIA ® A312-1984 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVE, N.W., WASHINGTON, DC 20006 5 THIRD PRINTING · MARCH 1987 FM 19-1195A-FL (8/89~ 31371-8189-2M 15 DEFINITIONS 15.1 Claimant: An individual or entity having a direct con- may be asserted in the jurisdicti~n where the labor, mate- tract with the Contractor or with a subcontractor of the rials or equipment were furnished... -.~.. ' -' Contractor to furnish labor, materials or equipment for use 15.2 Construction ContraCt: The agreement betwee~ the in the performance of the Contract. The intent of this Bond Owner and the Contractor identified on the signature · shall be to include without limitation in the terms "labor, page, including all Contract Documents and changes materials or equipment" that part of water, gas, power, thereto. light, heat. oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectu- 15.3 Owner Default: Failure of the Owner, which has ral and engineering services required for performance of neither been remedied nor waived, to pay the Contractor the work of the Contractor andthe Contractor's subcon- as required by the Construction Contract or to perform tractors, and all other items for which a mechanic's lien and complete or comply with the other terms thereof. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPLE SURETY (Corporate Seal) FRONTIER INSURANCE COMPANY OF NEW YORK (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address: Address: Countersigning Agent AIA DOCUMENT A312 · PERFORMANCE BOND AND PAYMENT BOND · DECEMBER 1984 ED, · AIA ® THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVE. N.W., WASHINGTON. DC 20006 A312-1984 6 THIRD PRINTING · MARCH 1987 .~;~-fac_C._'rri~_ ~~t~_a .-_.u~. ~:__-.~~~ r:_e~d-~o_'~__.c%,',Z~ t~e::b-_~a~--.:-a~.'-'-di~'_~_or_ ~ B_ FR~_: ~l~_~k-:-T¥-t -: _-- .... .e-:~-:~:-_-_-:_~:-:-. g :-. ]. 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THIS CERTIFICATE DOES ~NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE STEVEN L. THOMAS AGENCY POUCIES BELOW. 5201 S. COLONY BLVD. * ...................................................................................................................................................................... surrE s4s COMPANIES AFFORDING COVERAGE THE COLONY TX 75056- ' COMPANY A BITUMINOUS INS. CO. IJ=~ ~ co. ANY B TX. W/C INS. FUND NSURED L~l CC~,4P,ANY C GREAT AMERICAN INS. CO. J. F. CLACK, INC. RT. 1, BOX 117A ........................................................................................................................................................................ COMPANY D CADDO MILLS TX 751350000 COMPANY E LI= I ii=i-[ THIS IS TO CERTIFY THAT THE POEClES OF INSURANCE ESTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED~ BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POEClES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO i POLICY EFFECTIVE :POLJCY EXPIRATION LTR :: TYPE OF INSURANCE POLICY NUIVlB~R DATE (MM/T)D/YY) DATE (MM/OD/YY) LIMITS ~ G~g~L LU~LrrY CLP2190961 03/26/95 03/26/96 ~ENE~L A~REeA~E ~$ 2000000 iX i COMMERCIAL GENERN. LIABILITY PRODUCTS,-COMP/OP AGG. ::$ i ~ OWNER'S & CON"re, ACTOR'S PROT. EACH OCCURRENCE ::$ i : FIRE DAMAGE (.N~y one fire) iS MED. EXPENSE (ky one person) iS .................................................. ~ ...................... r ........... r .......................................... ~Au'ro~os~; u~[rrY CAP1815545 ; 03/26/95 ~ 03/26/96 COMBINED S~NGLE A i N_L OWNED AUTOS BODILY INJURY .......... i (Per persor~) :: $ X :: SCHEDULED AUTOS X i HIRED AUTOS BODILY INJURY "'~"ii NON-OWNED AUTOS (Per accident) iS :: GARAGE LIABILITY ~ PROPERTY DAMAGE .... *~*"iPHYS. DAMAGE DED. $50~. PER SCHEDULE i OTHER THAN UMBRELLA FORM O KER'$ CO ENSATION i ......... i ....................................... ~::i~:~:~:::~:~:~:i:~:~i:~:i:~:~:;:~:~:i:~:~:~:~i:i:~:~:i:i:i:~:~:~:~:~:~: B AND TSF13056SO0 0~/26/95 03/26/96 ~ EACH ACCIDENT iS 500000 i DISEASE - POLICY LIMIT ::$ 500000 EMPLOYERS' LIABILrI~ : ................................................. : ........................................ i DISEASE - EACH EMPLOYEE !$ 500000 OTHER : C INLAND UARINE TIMB1/8079 03/26/~5 03/26/96 i AGGREGATE 250000 LOSS DAUAGE WAIVER FOR ::ANY ONE ITEM 150000 LEASED/RENTED EGUlPMENT i DEDUCTIBLE 1000 DESCRIFTION OF OPERATIONS~OC~TIONS/VEHICLES/SPECIAL iTEMS CERTIFICATE HOLDER & DOWDY, ANDERSON & ASSOC. (ENGINEER) ARE LISTED AS ADDiTiONAL INSUREDS ON THE GENERAL UABILITY POLICY !::i::i::i::i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE iiiiiiiiiiiii EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO ~i~ MAIL 30 DAYS WRITrEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE COPPERSTONE LTD 8300 DOUGLAS, STE. 800 iiii!iill LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUGATION OR ::i[iii::?: LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. DALLAS TX 75225 7.3 INSURANCE CERTIFICATES /~M~NDM~NTS TO GENERAL CONDITIONS ARTICLE 1. ' Application for Payment: Add "and Owner" after "Engineer". Change Order: Add "and Owner" after "Engineer". Field Order: Add "and O~er's" after "Engineer's" Substantial Completion: Add "and Owner" after "Engineer" the first time it appears. .Work Directive Change: Add "and -,~ ~" a . Ow:.e~ fter "Engineer" ARTICLE 2. Paragraph 2.3, first sentence:' Change "uhirtieth" to "fifteenth". Paragraph 2.3, second sentence: Change "thirty" to "fi f [een" Paragraph 2.6: Add "and O~..~er" after "Engineer". Paragraph 2.8: Add "and Owner" after "Engineer" Paragraph 2.9, second sentence: Add "and Owner" after "Engineer" the first time it appears. ARTICLE 3. Paragraph 3.2, last sentence: Add "and Owner" after "Engineer". Paragraph 3.3: Add "and Owner" after "Engineer" save and except the last time it appears. Paragraph 3.5.2: Add "and Owner" after "Engineer". Paragraph 3.5.3: Add "and Owner" after "Engineer" ARTICLE 4. Paragraph 4.5.4: Paragraph 4.5.4 is deleted. Pa~ge 1 of 4 ARTICLE 5. Paragraphs 5.6, 5.7, 5.9 and 5.10: Owner's responsibilities with r~spect to the purchase of insurance shall be limited to that insurance normally maintained by Owner in the ordinary course of business. Owner shall not be required to purchase any other or additional insurance. Paragraph '5..8: Paragraph 5.8 is deleted. ARTICLE 6. Paragraph 6.5, second sentence: Add "or Owner" after "Engineer" ph ~ - Paragra 6.6: Add "and Owner" =,re En neer" Paragraph 6.13: Change the first sen~enc~ t~ read.,I "Unless otherwise provided in the Supplementary Conditions, Contractor shall obtain and pay for all construction permits, licenses, insurance and other fees necessary to construct their improvements but not including city Paragraph 6.14: Contractor's obligations with respect to compliance with Laws and Regulations sha~ll include, but not be limited to, Laws and Regulations pertaining to stormwater discharge, erosion control, tree removal and other applicable envirou~'enta! Laws and Regulations, as well as all applicable Laws and Regulations of the Federal Housing A~.inistration and the Veterans k~.inistration. , Owne, after Paragraph 6.20, last sentence: Add "and ' ~" "Engineer" and delete "Owner and". ARTICLE 7. Paragraph 7.3: Add "and Owner" after "Engineer". ARTICLE 8. Paragraph 8.'1: Add "or advise Engineer of communications with Contractor" at the end of the sentence. Paragraph 8.2: Delete "against. whom ~ontractor makes no reasonable objection" and delete last sentence in its entirety. P~ge 2 of 4 ARTICLE 9. Paragraph 9.3: Change "If Owner and Engineer agree..." to " "If Owner agrees... ". Paragraph 9.5: Add." and Owner jointly" after "Engineer" Paragraph 9.6: Add "and Owner" after "Engineer".. Paragraph 9.10, first sentence: Add "and Owner" after' "Engineer". Paragraph 9.10: Change the last sentence to read "Engineer's and Owner's written decisions thereon will be final and binding upon Ova~er and Contractor". Paragraph 9.11: Add "and Owner" after "Engineer" save and except in the first sentence. ARTICLE 10. Paragraph 10.4.3: add "and Ow?.er" after "Engineer". ARTICLE 11. Paragraph 11.2: Add "and O~.~er" afUer "Engineer". Paragraph 11.7: Add "and Owner" after "Engineer". Paragraph 11.8, last sentence: Add "and Owner" after "Engineer" . Paragraph 11.9.1: Add "and Owner" after "Engineer". ARTICLE 12. Paragraph 12.1: Add "and Owner" after "Engineer" ARTICLE 13. Paragraph 13.4, first sentence: Add "and Owner" after "Engineer". Paragraph 13.6: Change the.paragraph to read "If any Work (including work of others) that is to be inspected, tested, or approved is covered without written concurrence of Engineer, it must, if requested by Engineer or Owner, be uncovered for observation. Such uncovering shall be at Pa~e 3 of 4 Contractor's expense." Paragraph 13.8: Add "or Owner" after "Engineer" the first two times it appears in the sentence. Paragraph 13.9: Change the first sentence t° read~ "...Contractor, ·at Engineer's or Owner's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer or Owner my require...". Delete the last sentence in its entirety. Paragraph 13.11: Add "or Owner" after "Engineer" the second time it appears. Paragraph 13.la:. Add "or Owner" ==ter-~ "Engineer" save and except the first time it appears. ARTICLE 14. '~ Paragraph 14.1: Add "and Owne~" after "Engineer". Paragraph 14.7: Change "im~Lediate". to "within 15 days". Paragraph 14.8: Change "seven days" to "ten days" and change the last sentence to read !'...will be binding in Contractor until final payment" Paragraph 14.12: Add "and Owm. er" after "Engineer". Paragraph 14.13, last sentence: Add "and Owner's" after "Engineer's" and add "and Owner" after "Engineer". ARTICLE 15. Paragraph 15.2, last sentence: Add "and Owner" after "Engineer". p.age 4 of 4 This document has important legal consequences: consultation with an attorney is encouraged With.- respect to its completion or modification. c" '. STANDARD ' GENERAL CONDITIONS OF TIq'E CONSTRUCTION CONTRACT Prepared by ." Engineers Joint Contract Documents Committee and Issued and Published Jointly By ~ ACEC ~ PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AIvIERICAN CONSULTING ENGINEERS COUNCIL AMERICAN SOCIETY OF CIVIL ENGINEERS .. This document has been approved and endorsed by The Associated General:~(~ ~i~ Contractors of America These General Conditions have been prepared for use with the Owner-Contractor Agreements (No. 1910-8-A-1 or 1910-8-A-2) (1990 Editions). Their provisions are interrelated and a change in one may necessitate a change in the ,, 'others. Comments concerning their usage are contained in the Commentary on Agreements for Engineering Services and Contract Documents (No. 1910-9) (1986 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Preparation of Supplementary Conditions (No. 1910-17) (1990 Edition). When bidding is involved, the Standard Form of Instructions to Bidders (No. 1910-12) (1990 Edition) may be used. EJCDC No. 1910-8 (1990 Edition) Reprinted 7194 © 1990 Nationa~ Society o~' Pro~'essiona~ Engineers i420 King Street, Alexandria, VA 22314 American Consulting Engineers Council 10IS lSth Street, N.W., Washington, DC 20005 American Society o~' Civil Engineers ' 345 East 47th Street, New York, NY I0017 ... TABLE OF CONTENTS OF GENERAL CONDITIONS Article or Paragraph Page Article or Paragraph Pa~e Number & Title Number Number & Title Number · 1. DEFINITIONS ...... ' ............................. 13 2.5-2.7 Before Starting Construction; !.! Addenda ....................... ' ...... 13 CONTRACTOR's Responsibility to 1.2 Agreement .......................... : 13 Report: Preliminary Schedules; 1.3 Application for Payment .............. 13 Delivery of Certificates of 1.4 Asbestos ............................. 13 Insurance .......................... 15 1.5 Bid ....... ; ........ ................... 13 2.8 Preconstruction Conference ........... 15 1.6 Bidding Documents ................... 13 2.9 Initially Acceptable Schedules ......... 16 .7 Bidding Requirements ................ 13 .8 Bonds ................................ 13 3. CONTRACT DOCUMENTS: INTENT, .9 Change Order ........................ 13 AMENDING. REUSE ............................ 16 · 10 Contract Documents .................. 13 3. I-3.2 Intent ................................ 16 .11 Contract Price ........................ 13 3.3 Reference to Standards and .12 Contract Times ....................... 13 Specifications of'Technical Societies; .13 CONTRACTOR ...................... 13 Reporting and Resolving 1.14 defective ............................. 13 Discrepancies ...................... 16 1.15 Drawings ............................. 13 3.4 Intent of Certain Terms or Adjectives .. 17 I. 16 Effective Date of the Agreement ...... 13 3.5 Amending Contract Documents ....... 17 1.17 ENGINEER .......................... 13 3.6 Supplementing Contract Documents ... 17 1.18 ENGINEER's Consultant ............. 13 3.7 Reuse of Documents ........... - ........ 17 1.19 Field Order ........................... 13 4. AVAILABILI3-Y OF LANDS: SUBSURFACE AND 1.20 General Requirements ................ 14 PHYSICAL CONDITIONS; REFERENCE POINTS · 17 1.21 HaZardous Waste ..................... 14 4. I Availability of Lands .................. 17 1.22 Laws and Regulations; Laws or 4.2 Subsurface and Physical Conditions ... 17 Regulations ........................ 14 4.2.1 Reports and Drawings ................ 17 1.23 Liens ................................. 14 4.2.2 Limited Reliance by CONTRACTOR 1.24 Milestone ............................. 14 Authorized; Technics! Data ......... 18 1.25 NOtice of Award ...................... 14 4.2.3 Notice of Differing Subsurface or 1.26 Notice to Proceed .................... 14 Physical Conditions ................. 18 1.27 OWNER ............................. 14 4.2.4 ENGINEER's Review ................ 18 · 1.28 Partial Utilization ..................... 14 4.2.5 Possible Contract Documents Change . 18 1.29 PCBs ................................. 14 4.2.6 Possible Price and Times Adjustments . 18 1.30 Petroleum ............................ 14 4.3 Physical Conditions--Underground 1.31 Project ............................... 14 Facilities ........................... 18 1.32 Radioactive Material .................. 14 4.3.1 Shown or Indicated ' 18 1.33 Resident Project Representative ....... 14 4.3.2 Not Shown or Indicated .............. 19 1.34 Samples .............................. 14 4.4 Reference Points ...................... 19 1.35 Shop Drawings ....................... 14 4.5 Asbestos, PCBs, Petroleum, Hazardous 1.36 Specifications ......................... 14 Waste or Radioactive Material ...... 19 1.37 Subcontractor ........................ 14 1.38 Substantial Completion ............... 14 5. BONDS AND INSURANCE ..................... 20 1.39 Supplementary Conditions ............ 14 5. !-5.2 Performance, Payment and Other Bonds. 20 1.40 Supplier .............................. 14 5.3 Licensed Sureties and Insurers; 1.41 Underground Facilities ................ 14 Certificates of Insurance ............ 20 1.42 Unit Price Work ...................... 14 5.4 CONTRACTOR's Liability Insurance . 20 1.43 Work ................................. 15 5.5 OWNER's Liability Insurance ........ 21 1.44 Work Change Directive ............... 15 5.6 Property Insurance ................... 21 1.45 Written Amendment .................. 15 5.7 Boiler and Machinery or Additional 2. PRELIMINARY MATTERS ...................... 15 Property Insurance ................. -21 2.1 Delivery of Bonds .................... 15 5.8 Notice of Cancellation Provisions ..... 21 2.2 Copies of Documents ................. 15 5.9 CONTRACTOR's Responsibility for 2.3 Commencement of Contract Times; Deductible Amounts ................ 22 Notice to Proceed .................. 15 5.10 Other Special Insurance ............... 22 2.4 Starting the Work ..................... 15 5.11 Waiver of Ri~ts ...................... 22 Article or Paragraph Page Article or Paragraph Page Number & Title Number Number & Title Nurn~.er ,, _ 5.12-5.I3 Receipt and Application of Insurance 8.6 Change Orders ....................... 29 Proceeds ........................... 22 8.7 Inspections, Tests and Approvals ...... 29 5.14 Acceptance of Bonds and Insurance; 8.8 Stop or Suspend Work; Terminate Option to Replace . ................ 22 CONTRACTOR's Services ......... 29 5.15 Partial Utilization--Property 8.9 Limitations on OWNER's Insurance .......................... 23 Respons~ilities .......... : .......... 30' 8.10 Asbestos, PCBs, Petroleum, Hazardous 6. CONTRACTOR'S RESPONSIBILITIES .......... 23 Waste or Radioactive Material ...... 30 6.1-6.2 Supervision and Superintendence ...... 23 8.11 Evidence of Financial Afi'angements .. 30 6.3-6.5 Labor, Materials and Equipment ...... 23 9. ENGINEER'S STATUS DURING 6.6 Progress Schedule .................... 23 CONSTRUCTION ............................... 30 6.7 Substitutes and "Or-Equal" Items; 9.1 OWNER's Representative ............ 30 CONTRACTOR's Expense; 9.2 Visits to Site .......................... 30 Substitute Construction 9.3 Project Representative ................ 30 Methods or Procedures; 9.4 Clarifications and Interpretations ...... 30 ENGINEER's Evaluation .......... 23 9.5 Authorized Variations in Work ........ 30 6.8-6.11 Concerning Subcontractors, Suppliers 9.6 Rejecting Defective Work ............. 30 and Others; Waiver of Rights ....... 24 9.7-9.9 Shop Drawings, Change Orders arid 6.12 Patent Fees and Royalties ............. 25 Paymen.ts.. ......................... 31 6..13 Permits · 25 9.10 Determinations for Unit Prices ........ 31 6.14 Laws and Regulations ~ 25 9. ii-9.12 Decisions on Disputes; ENGINEER as 6.15 Taxes ................................ 25 Initial Interpreter .................. : 31 6.16 Use of Premises ...................... 26 9.13 Limitations on ENGINEER's 6.17 'Site Cleanliness ....................... 26 Authority and Responsibilities ...... 31 6.18 safe Structural Loading ............... 26 6.19 Record Documents ................... 26 10. CHANGES IN THE WORK ..................... 32 6.20 Safety and Protection ................. 26 10.1 OWNER Ordered Change ..., ........ 32 6.21 Safety Representative ................. 26 10.2 Claim for Adjustment ................. 32 . 6.22 Hazard Communication Programs ..... 27 10.3 Work Not Required by Contract 6.23 Emergencies ........................... 27 Documents ......................... 32 6.24 Shop Drawings and Samples .......... 27 10.4 Change Orders · 6.25 Submittal Procedures; 10.5 Notification of Surety ................. 32 CONTRACTOR's Review Prior to Shop Drawing or Sample Submittal . 27 I1. CHANGE OF CONTRACT PRICE .............. 32 6.26 Shop Drawing & Sample Submittals 11.I-I 1.3 Contract Price; Claim for Adjustment; Review by ENGINEER ........ 27 Value of the Work .................. 32 6.27 Responsibility for Variation From 11.4 Cost of the Work ...................... 33 Contract Documents ................ 27 1 1.5 Exclusions to Cost of the Work ....... 34 6.28 Related Work Performed Prior to 11.6 CONTRACTOR's Fee ................ 34 ENGINEER's Review and Approval 11.7 Cost Records ......................... 34 of Required Submittals ............. 27 ! 1.8 Cash Allowances ..................... 35 6.29 Continuing the Work .................. 28 11.9 Unit Price Work ...................... 35 6.30 CONTRACTOR's General Warranty and Guarantee ............ 28 12. CHANGE OF CONTRACT TIMES .............. 35 6.31-6.33 Indemnification ....................... 28 12.1 Claim ['or Adjustment ................. 35 6.34 Survival of Obligations ................ 28 12.2 Time of the Essence .................. 35 12.3 Delays Beyond CONTRACTOR's 7. OTHER WORK. .................................. 29 Control ............................ 35 7.1-7.3 Related Work at Site .................. 29 12.4 Delays Beyond OWNER's and 7.4 Coordination CONTRACTOR's Control ' 35 8. OWNER'S RESPONSIBILITIES ................. 29 8.1 Communications to Contractor ........ 29 13. TESTS AND INSPECTIONS; CORRECTION, 8.2 Replacement of ENGINEER .......... 29 REMOVAL OR ACCEPTANCE OF DEFECTIVE 8.3 Furnish Data and Pay Promptly When WORK .......................................... 36 Due ................................ 29 13.1 Notice of Defects ..................... 36 8.4 Lands and Easements; Reports and 13.2 Access to the Work ................... 36 Tests ............................... 29 13.3 Tests and Inspections; Contractor's 8.5 Insurance ............................. 29 Cooperation .................... . .... 36 Article or Paragraph Page Article or Paragraph Page / -' Number & Title Number Number & Title Number 13.4 OWNER's Responsibilities; 14.12 Final Application for Payment ......... 40 Independent Testing Laboratory .... 36 14.13-14.14 Final Payment and Acceptance ........ 40 · 13.5 CONTRACIDR's Responsibilities ..... 36 14.15 Waiver'of Claims ..................... 40 13.6-13.7 CoveringWork Prior to Inspection, 15. SUSPENSION OF WORK AND Testing or Approval ................. 36 TERMINATION ................................ 40 13.8-13.9 Uncovering Work at ENGINEER's 15.1 OWNER May Suspend Work ......... 40 Request ............................ 36 15.2-15.4 OWNER May Terminate .............. 40 13.10 OWNER May Stop the Work ......... 36 15.5 CONTRACTOR May Stop Work or I3. I I Correction or Removal of Defective Terminate .......................... 41 Work ............................... 37 13.12 Correction Period ...... ' ............... · 13.13 Acceptance of Defective Work ........ 37 16. DISPUTE RESOLUTION ....................... 41 .. 13.14 OWNER May Correct Defective Work ............................... 37 17. MISCELLANEOUS ............................. 42 17. I Giving Notice ........................ 42 17.2 Computation of'Times ................ 42 14. PAYMENTS TO CONTRACTOR AND 17.3 Notice of Claim ....................... 42 COMPLETION ................................. 37 17.4 Cumulative Remedies ................. 42 14.1 Schedule of Values ..................... 37 17.5 Professional Fees and Court Costs 14.2 iApplication for Progress Payment ..... 38 .: . Included .................. ......... 42 14.3 CONTRACTOR's Warranty o}'Title ... 38 14.4-14.7 Review of Applications for EXHIBIT GC-A (Optional): Progress Payments ................. 38 Dispute Resolution Agreement (Optional) ..... GC-AI 14.8-14.9 Substantial Completion ............... 39 16.1-16.6 Arbitration .................... GC-AI 14.10 Partial Utilization ..................... 39 16.7 IVlediation ..................... GC-A2 14.11 Final Inspection ...................... 39 INDEX TO GENERAL CONDITIONS Article or Paragraph Article or Paragraph : · Number Number Acceptance of-- Bidding Documents-~definition of ................ 1.6 (6.8.2) Bonds and Insurance ................................5.14 Bidding Requirements--definitions of ...... !.7 (1.1,4.2.6.2) defective Work ....................... 10.4.1, 13.13, 13.15 Bonds-- final payment ................................. 9.12, 14.15 acceptance of ....................................... 5.14 insurance ' . ...... 5.14 additional bonds ' 10.5, 11.4.5.9 other Work, by CONTRACTOR ...................... 7.3 Cost of the Work .................................. 11.5.4 Substitutes and "Or-Equal" Items .................. 6.7.1 definition of .......................................... !.8 Work by OWNER ........................ 2.5, 6.30, 6.34 delivery of ...................................... 2.1, 5.1 Access to the-- final application for payment ................. 14.12-14.14 Lands, OWNER and CONTRACTOR general ............... 1.10, 5.1-5.3, 5.13, 9.13,10.5, 14.7.6 responsibilities ..................................... 4.1 performance, Payment and Other ................. 5. I-5.2 site, related work ....................................7.2 Bonds and Insurancemin general ......................... 5 Work .................... 13.2, 13.14, 14.9 Builder's risk "all risk" policy form ...................5.6.2 ............... Cancellation Provisions, Insurance ........ 5.4.11., 5.8, 5.15 Acts or Omissions--, Acts and Omissions-- CONTRACTOR .............. : ............. 6.9.1, 9.13.3 Cash Allowances ' ... 11.8 ENGINEER 6.20, 9.13.3 Certificate of Substantial Completion ......... r.38, 6.30.2.3, ................................ ~ · . 14.8, 14.10 OWNER ....................................... 6.20, 8.9 Certificates o~' Inspection ' 9.13.4, 13.5, 14.12 Addenda~efinition of (also see Certificates of Insurance .. 2.7, 5.3, 5.4.11, 5.4.13, 5.6.5, 5.8, definition of Specifications) ........... (I .6, i. 10, 6.19) 1. I ....................................... 5.14,9.13.4, 14.12 Additional Property Insurances 5.7 Adjustments ......................... Change in Contract Price-- Cash Allowances ................................... 11.8 Contract Price or Contract claim for price adjustment ..... 4.1, 4.2.6, 4.5, 5.15, 6.8.2, Times ......... 1.5, 3.5, 4.1,4.3.2, 4.5.2, 4.5.3, 9.4, 9.5, 9.4, 9.5, 9.11, 10.2, 10.5, 11.2, 13.9, 10.2-10.4, I1, 12, 14.8, 15.1 13.13, 13.14, 15.1, 15.5 progress schedule .................................... 6.6 CONTRACTOR's fee ............................... 11.6 Agreement-- Cost of the Work definition of ..................................... ' .....1.2 general ...................................... I 1.4- I 1.7 All risk Insurance, policy form ........................ 5.6.2 Exclusions to ....................................... 1'1.5 Allowances, Cash ..................................... 11.8 Cost Records ....................................... t 1.7 Amending Contract Documents ......................... 3.5 in general .............. 1.19, 1.44, 9.11, 10.4.2, 10.4.3, I1 Amendment, Written-- Lump Sum Pricing ........................ . ........ I 1.3.2 in general .... I.I0, 1.45, 3.5, 5.10, 5.12, 6.6.2, 6.8.2, 6.19, Notification of Surety ............. , ....., ....... 10.5 10.1, 10.4, 11.2, 12.1, 13.12.2, 14.7.2 Scope of ....................................... 10.3-10.4 Appeal, OWNER or CONTRA. CTOR Testing and Inspection, Uncovering the .Work ........ 13.9 intent to ...................... 9.10, 9.11, 10.4, 16.2, 16.5 Unit Price Work .................................... 11.9 Application for Payment-- Value of Work ...................................... 11.3 definition of .......................................... 1.3 Change in Contract Times-- ENGINEER's Responsibility ......................... 9.9 Claim for times adjustment .... 4.1, 4.2.6, 4.5, 5.15, 6.8.2, final payment .................. 9.13.4, 9.13.5, 14.12-14.15 9.4, 9.5, 9.11, 10.2, 10.5, 12.1, 13.9, 13.13, in general ....................... 2.8, 2.9, 5.6.4, 9.10, 15.5 13.14, 14.7, 15.1, 15.5 progress payment .............................. 14.1, 14.7 Contractual time limits .............................. 12.2 review of ...................................... 14.4-14.7 Delays beyond CONTRACTOR's control ............ 12.3 Arbitration(Optional) ............................. 16.1-16.6 Delays beyond OWNER's and CONTRACTOR's con- Asbestos-- trol ................................ ' 12.4 claims pursuant thereto ....................... 4.5.2, 4.5.3 Notification of surety ............................... 10.5 CONTRACTOR authorized to stop Work ........... 4.5.2 Scope o~' change ............................... 10.3;I0.4 definition of .......................................... 1.4 Change Orders-- OWNER responsibility for .................... 4.5.1, 8.10 Acceptance of Defective Work ..................... 13.13 possible price and times change ..................... 4.5.2 Amending Contract 'Documents ...................... 3.5 Authorized Variations in Work ........... 3.6, 6.~, 6.27, 9.5 Cash Allowances ................................... 11.8 Availability of Lands ............................... 4.1, 8.4 Change of Contract Price ............................. I 1 Award, Notii:e of~efined ............................ 1.25 Change of Contract Times ............................ 12 Before Starting Construction ........................ 2.5-2.8 Changes in the Work .................................. I0 Bid--definition of ...................................... !.5 CONTRACTOR's fee ............................... 11.6 (I. I, I. I 0, 2.3, 3.3, 4.2.6.4, 6.13, I 1.4.3, I 1.9.1) Cost 0t~ the Work ........ I 1.4-11.7 4. Article or Paragraph Article or Paragraph Number . Number Cost Records ....................................... I 1.7 general .................................... 6.2, 6.9.2, 8. I.. definition of .......................................... 1.9 Hazard Communication Programs '. .................. 6.22 emergencies ........................................ 6.23 Completion-- ' ENGINEER's responsil~ility ......... 9.8, 10.4, 11.2, 12.1 Final Application for Payment ...................... 14.12 execution of ............................. : .......... 10.4 Final Inspection ................................... 14.11 Indemnification ..................... 6.12, 6.16, 6.31, 6.33 Final Payment and Acceptance ............... 14.13-14.14 Insurance, Bonds and ................... 5.10, 5.13, 10.5 Partial Utilization .................................. 14.10 OWNER may terminate ........................ 15.2-15.4 Substantial Completion ................... 1.38, 14.8-14.9 OWNER's Responsibility ....................... 8.6, 10.4 Waiver of Claims ..................... :. ........... 14.15 Physical Conditions-- Computation of Times ........................ 17.2.1-17.2:2 Subsurface and ...................................... 4.2 Concerning Subcontractors, Underground Facilities ........................... 4.3.2 Suppliers and Others ' 6.8-6.'1 l Record Documents ................................. 6.19 Conferencesm Scope of Change ............................... 10.3-10.4 initially acceptable schedules ......................... 2.9 Substitutes ................................... 6.7.3, 6.8.2 preconstruction ...................................... 2.8 Unit Price Work .................................... 11.9 Conflict, Error, Ambiguity, Discrepancy-- value of Work. covered by .......................... I 1.3 CONTRACTOR to Report ..................... 2.5, 3.3.2 Changes in the Work .................................... l0 Construction, before starting by CONTRACTOR .... 2.5-2.7 Notification of surety ........... .. ................... 10.5 Construction Machinery, Equipment, etc ................ 6.4 OWNER's and CONTRACTOR's responsibilities .... 10.4 .: Con. tinuing the Work ............................. 6.29, 10.4 Right to an adjustment .............................. 10.2 ' Contract Documents-- Scope of change ............................. ~. 10.3-10.4 Amending ........................................... 3.5 Claims-- Bonds ............................................... 5.1 against CONTRACTOR ............................. 6.16 Cash Allowances ................................... 11.8 against ENGINEER ................................ 6.32 Change of Contract Price ..................... . ........ l I against OWNER .................................... 6.32 Change of Contract Times ............................ 12 Change of Contract Price ....................... 9.4, 11.2 Changes in the Work ........................... 10.4-10.5 Change of Contract Times ...................... 9.4, 12.1 check and verify ..................................... 2.5 CONTRACTOR's 4, 7.1, 9.4, 9.5, 9.1 I, 10.2, II.2, 11.9, Clarifications and interpretations ....... 3.2.3.6, 9.4, 9.11 12.1, 14.8, 15.1, 15.5, 17.3 definition of ........................................1.10 · CONTRACTOR's Fee .............................. 11.6 ENGINEER as initial interpreter of ................. 9.1 l CONTRACTOR's liability ............ 5.4, 6.12, 6.16, 6.31 ENGINEER as OWNER's representative ............ 9. I · Cost of the Work .............................. 11.4, 11.5 general ................................................ 3 Decisions on Disputes ......................... 9.1 I, 9.12 Insurance ............................................ 5.3 Dispute Resolution .................................. 16. I Intent .................................... ; ....... 3. I-3.4 Dispute Resolution Agreement .................. 16.1-16.6 minor variations in the Work ......................... 3.6 ENGINEER as initial interpretor .................... 9. Il OWNER's responsibility to furnish data .............. 8.3 Lump Sum Pricing ................................ 11.3.2 OWNER's responsibility to make Notice of ........................................... 17.3 prompt payment ....................... 8.3. 14.4, 14.13 OWNER's ........... 9.4, 9.5, 9.11, 10.2, 11.2, II.9, 12.1, precedence .................................... 3.1, 3.3.3 13.9, 13.13, 13.14, 17.3 Record Documents ................................. 6.19 OWNER's liability ................................... 5.5 Reference to Standards and Specifications OWNER may refuse to make payment .............. 14.7 of Technical Societies .............................. 3.3 Professional Fees and Court Costs Included .......... 17.5 Related Work ........................................ 7.2 request for formal decision on ........................ 9. I I Reporting and Resolving Discrepancies ........... 2.5, 3.3 Substitute items .................................. 6.7.1.2 Reuse of ............................................. 3.7 Time Extension ..................................... 12.1 Supplementing ....................................... 3.6 Time requirements ............................ 9.11, 12.1 Termination of ENGINEER's Employment ........... 8.2 Unit Price Work .................................. 11.9.3 Unit Price Work .................................... I1.9 Value of ............................................ 11.3 variations ................................. 3.6, 6.23, 6.27 Waiver of--on Final Payment ................ 14.14, 14.15 Visits to Site, ENGINEER's ......................... Work Change Directive ............................. 10.2 Co~tract Price-- written notice required ................... 9.1 I, 11.2, 12.1 adjustment of ................ 3.5, 4.1, 9.4, 10.3, 11.2-11.3 Clarifications and Interpretations ............ 3.6.3, 9.4, 9.11 Change of ............................................ II Clean Site ............................................ 6.17 Decision on Disputes ............................... 9.11 Codes of Technical Society, Organization or definition of ........................................ 1.II Association ...................................... 3.3.3 Contract Timesm Commencement of Contract Times ..................... 2.3 adjustment of ...................... 3.5, 4.1, 9.4, 10.3, 12 Communications-- Change of ...................................... 12.1-12.4 Article or Paragraph Article or Paragraph Number Number Commencement of ............................ ~ ......2.3 For Acts and Omissions of Others ..... 6.9.1-6.9.2, 9.13 : · definition of ........................................ 1.12 for deductible amounts, insurance .................. 5.9 ' CONTRACTOR-- general ................................. 6, 7.2, 7.3, 8.9 Acceptance of Insurance ............................ 5.14 Hazardous Communication Programs ............. 6.22 Limited Reliance on Technical Data Authorized ..... 4.2.2 lndemnificatifn .............................. 6.31-6.33 Communications ............................... 6.2, 6.9.2 Labor, Materials and Equipment ......... - ....... 6.3-6.5 Continue Work ................................ 6.29, 10.4 Laws and Regulations ............................ 6.14 coordination and scheduling ......................... 6.9.2 Liability Insurance ................................. 5.4 definition of ........................................ !.i3 Notice of variation from Contract Documents ..... 6.27 lvlay Stop Work or Terminate ....................... 15.5 Patent Fees and Royalties ......................... 6.12 provide site access to others .................... 7.2, 13.2 Permits ....... ' .................................... 6.13 Safety and Protection ....... 4.3.1.2, 6.16, 6.18, 6.21-6.23, Progress Schedule ................................. 6.6 7.2, 13.2 Record Documents ............................... 6.19 Shop Drawing and Sample Review Prior to Submittal . 6.25 related Work performed prior to ENGINEER's Stop Work requirements ........................... 4.5.2 approval of required submittals ................. 6.28 CONTRACTOR's-- safe structural loading ............................ 6.18 Compensation .................................. 11.1-11.2 Safety and Protection ................... 6.20, 7.2, 13.2 Continuing Obligation ........ : ..................... 14.15 Safety Representative ............................. 6.2 Defective Work .......................... 9.6, ]3..10-13.14 Scheduling the Work ............................. 6.9.2 Duty to correct defective Work ' . 13.11 Shop Drawings and Samples ...................... 6.24 Duty to Report-- Shop Drawings and Samples Review Changes in the Work caused by by ENGINEER ................................ 6.2~ Emergency ....................................... 6.23 Site Cleanliness ................................... 6.17 Defects in Work of Others ......................... 7.3 Submittal Procedures ............................. 6.25 Differing conditions ............................... 4.2.3 Substitute Construction Methods and Discrepancy in Documents ........... 2.5, 3.3.2, 6.14.2 Procedures .................................... 6.7.2 Underground Facilities not indicated .............. 4.3.2 Substitutes and "Or-Equal" Items ................ 6.7.1 Emergencies ........................................ 6.23 Superintendence ......................... ~ ......... 6.2 Equipment and Machinery Rental, Cost Supervision ........................................ 6.1 of the Work ................................... 11.4..5.3 Survival of Obligations ............................ 6.34 Fee--Cost-Plus ..................... 11.4.5.6, 11.5.1, 11.6 Taxes ............................................ 6.15 General Warranty and Guarantee .................... 6.30 Tests and Inspections ' .... 13.5 Hazard Communication Programs ................... 6.22 To Report ......................................... 2.5 Indemnification ...................... 6.12, 6.16, 6.3145.33 Use of Premises 6.16-6.18, 6.30.2.4 Inspection of the Work ......................... 7.3, 13.4, Review Prior to Shop Drawing or Sample Submittal .. 6.25 Labor, Materials and Equipment .................. 6.3-6.5 Right to adjustment for changes in the Work ......... 10.2 Laws and Regulations, Compliance by ............. 6.14.1 right to claim .. 4, 7. I, 9.4, 9.5, 9. I1, 10.2, 11.2, I1.9. 12. I, Liability Insurance ................................... 5.4 13.9, 14.8.15.1, 15.5, 17.3 Notice of Intent to Appeal ..................... 9.10, 10.4 Safety and Protection ................. 6.20-6.22, 7.2, 13.2 obligation to perform and complete the Work ........ 6.30 Safety Representative ............................... 6.21 Patent Fees and Royalties, paid for by ............... 6.12 Shop Drawings and Samples Submittali ......... 6.24-6.28 Performance and Other Bonds ........................ 5. I Special Consultants ............................... I 1.4.4 Permits, obtained and paid for by .................... 6.13 Substitute Construction Methods and Procedures ..... 6.7 Progress Schedule ..... 2.6, 2.8, 2.9, 6.6, 6.29, 10.4, 15.2.1 Substitutes and "Or-Equal" Items, Expense .. 6.7.1, 6.7.2 Request for formal decision on disputes .............9.11 Subcontractors, Suppliers and Others ............ 6.8-6. Il Responsibilities-- Supervision and Superintendence ........... 6.1, 6.2, 6.21 Changes in the Work .............................. 10.1 Taxes, Payment by ..................................6.15 Concerning Subcontractors, Suppliers and Others. 6.8- Use of Premises . ......... 6.16-6.18 6. I I Warranties and guarantees ...................... 6.30, 6.5 Continuing the Work ........................ 6.29, 10.4 Warranty of Title .................................... 14.3 CONTRACTOR's expense ....................... 6.7.1 Written Notice Required-- CONTRACTOR's General Warranty and Guaran- CONTRACTOR stop Work or terminate ........... 15.5 tee ............................................... 6.30 Reports of Differing Subsurface and Physical Condi- CONTRACTOR's review priorto Shop Drawingor Sam- tions ............................................. 4.2.3 ple submittal ..................................... 6.25 Substantial Completion ........................... 14.8 Coordination of Work .............................. 6.9.2 CONTRACTORS---other ................................. 7 Emergencies ..................................... 6.23 Contractual Liability Insurance ...................... 5.4.10 ENGINEER's evaluation, Substitutes Contractual Time Limits .............................. 12.2 _ or "Or-Equal" Items .......................... 6.7.3 Coordination Article or Paragraph Article or Paragraph Number Number CONTRACTOR's responsibility .................... 6.9.2 Determinations for Unit Prices ....... ' ................. 9.10 Copies of Documents .................................. 2.2 Differing Subsurface or Correction Period .................................. 13.12 Physical Conditions Correction, Removal or Acceptance of. Notice of .......................................... 4.2.3 Defective Work ' ENGINEER's Review ............................. 4.2.4 in general ............................. 10.4.1, 13.10-13.14 Possible Contract Documents Change ............... 4.2.5 Acceptance of' Defective Work ..................... 13.13 Possible Price and Times AdjuStments .............. 4.2.6 Correction or Removal of Defectiye Work ..... 6.30, 13.11 Discrepancies-Reporting and Resolving .... 2.5, 3.3.2, 6.14.2 Correction Period .................................. 13.12 Dispute Resolution-- OWNER May Correct Defective Work ............. 13.14 Agreement ..................................... 16.1-16.6 OWNER May Stop Work .......................... 13. l0 Arbitration ..................................... 16.1-16.5 Cost-- general ............................................... 16 of Tests and Inspections ............................. 13.4 lVlediation .......................................... 16.6 Records ............................................ Il.7 Dispute Resolution Agreement .................... 16. I-16.6 Cost of the Workg Disputes. Decisions by ENGINEER .............. 9.11-9.12 Bonds and insurance, additional ................. 11.4.5.9 Documents-- Cash Discounts ................................... 11.4.2 Copies of ............................................ 2.2 CONTRACTOR's Fee .............................. 11.6 Record ............................................. 6.19 Employee Expenses ............................. I1.4.5. I Reuse of ............................................. 3.7 Exclusions to ........................ ~ .............. 11.5 Drawings---definition of .......... - ..................... I. 15 General ........................................ 11.4-11.5 Easements ............................................. 4.J. Home ofrice and overhead expenses ................. 11.5 Effective date of Agreement--definition of ............. 1.16 Losses and damages ............................. 11.4.5.6 Emergencies ......................................... .. 6.23 Materials and equipment .......................... 1[.4.2 ENGiNEER-- Minor expenses ................................. 11.4.5.8 as initial interpreter on disputes ................. 9. Il-9.12 Payroll costs on changes .......................... 11.4.1 definition of ........................................ 1.17 performed by Subcontractors ...................... 11.4.3 Limitations on authority and Records ............................................ 11.7 responsibilities ................................. 9.13 Rentals of construction equipment and machinery. I 1.4.5.3 Replacement of ...................................... 8.2 Royalty payments, permits and license fees ...... 11.4.5.5 Resident Project Representative ...................... 9.3 Site office and temporary facilities ............... 11.4.5.2 ENGINEER's Consultant--definition of ............... 1.18 Special Consultants, CONTRACTOR's ............ 11.4.4 ENGINEER's-- Supplemental ..................................... 11.4.5 authority and responsibility, limitations on ........... 9.13 Taxes related to the Work ....................... 11.4.5.4 Authorized Variations in the Work .................... 9.5 Tests and Inspection ................................ 13.4 Change Orders. responsibility for .......... 9.7, 10, l I, 12 Trade Discounts .................................. 11.4.2 Clarifications and Interpretations ............... 3.6.3, 9.4 Utilities, fuel and sanitary facilities ............... 11.4.5.7 Decisions on Disputes .......................... 9.1 I-9.12 Work after regular hours .......................... 11.4.1 defective Work, notice of 13.1 Covering Work ................................... 13.6-13.7 Evaluation of Substitute Items ...................... 6.7.3 Cumulative Remedies 17.4-17.5 Liability 6.32, 9.12 Cutting, fitting and patching ............................ 7.2 Notice Work is Acceptable ......................... 14.13 Data, to be furnished by OWNER ...................... 8.3 Observations ................................. 6.30.2, 9/2 Day4efinition of ................................... 17.2.2 OWNER's Representative ........................... 9. I Decisions on Disputes ........................... 9. I1, 9.12 Payments to the CONTRACTOR, defective--definition of ................................ 1.14 Responsibility for .............................. 9.9, 14 defective Work-- Recommendation of Payment ................. 14.4, 14.13 Acceptance of .............................. 10.4.1, 13.13 Responsibilities-- Correction or Removal of ................... 10.4.1, 13.11 Limitations on ............................... 9.11-9.13 Correction Period .................................. 13.12 Review of Reports on Differing Subsurface in general ................................. 13, 14.7, 14.11 and Physical Conditions .......................... 4.2.4 Observation by ENGINEER ......................... 9.2 Shop Drawings and Samples, re_view OWNER May Stop Work .......................... 13.10 responsibility ..................................... 6.26 Prompt Notice of Defects ........................... 13.1 Status During Construction-- Rejecting ............................................ 9.6 authorized variations in the Work .................. 9.5 Uncovering the Work ............................... 13.8 Clarifications and Interpretations ................... 9.4 Definitions ............................................... t Decisions on Disputes ........................ 9.11-9.12 Delays ................................. 4.1, 6.29, 12.3-12.4 Determinations on Unit Price ' 9.10 Delivery of Bonds ...................................... 2. I ENG1NEER as Initial Interpreter ............. 9.11-9.12 Delivery of certificates of' insurance ..................... 2.7 ENGINEER's Responsibilities ................ 9.1-9.12 Article or Paragraph Article or Paragraph Number Number _ Limitations on ENGINEER's Authority and deductible amounts, CONTRACTOR's Responsibilities .... ................................ 9.13 responsibility 5.9 OWNER's Representative ......................... 9.1 Final Application for Payment ' 14.12 Project Representative ............................. 9.3 Licensed Insurers .................................... 5.3 Rejecting Defective Work .......................... 9.6 Notice requirements, material · Shop Drawings, Change Orders and changes " 5.8, 10.50 Payments ................ , .............. ~ ....9.7.9.9 Option to Replace .................................. 5.14 Visits to Site ...................................... 9.2 other special insurances ............................. 5.10 Unit Price Determinations ........................... 9.10 OWNER as fiduciary for insurers .............. 5.12-5.13 Visits to Site ......................................... 9.2 OWNER's Liability .................................. 5.5 Written consent required ......................... 7.2, 9.1 OWNER's Responsibility ............................ 8.5 " Equipment, Labor, Materials .and ................... 6.3-6.5 Partial Utilization, Property Insurance ............... 5.15 Equipment rental, Cost of the Work ................ 11.4.5.3 Property ........................................ 5.6-5.10 Equivalent Materials and Equipment .................... 6.7 Receipt and Application of Insurance Proceeds .. 5.12-5.13 Errors or omissions ................................... 6.33 Special Insurance ................................... 5.10 Evidence of Financial Arrangements ................... 8.11 Waiver of Rights .................................... 5.11 Explorations of physical conditions ................... 4.2.1 Intent of Contract Documents ....................... 3.1-3.4 Fee, CONTRACTOR's~osts-Plus ................... 11.6 Interpretations and Clarifications ................. 3.6.3, 9..4 Field Order-- ~ . Investigations of physical conditions .......... .......... 4.2 definition of ........................................ I. 19 Labor. Materials and .Equipment ............ · .....-.. 6.3-6.5 issued by ENGINEER ......................... 3.6.1, 9.5 Lands-- Final Application for Payment ........................ 14.12 and Easements ...................................... 8.4 Final Inspection ...................................... 14.11 Availability of ................... · ................ 4.1, 8.4 Final Payment-- Reports & Tests ..................................... 8.4 and Acceptance ............................... 14.13-14.14 Laws and Regulations--Laws or Regulations-- Prior to, for cash allowances ........................ I 1.8 · Bonds ........................................... 5.1-5.2 General Provisions ............................... 17.3-17.4 Changes in the Work ................................ 10.4 General Requirements-- Contract Documents .................................. 3.1 defintion of ......................................... 1.20 CONTRACTOR's Responsibilities ................... 6.14 Correction Period, defective Work .................. 13.12 principal references to .............. 2.6, 6.4, 6.6-6.7, 6.24 Cost of' the Work, taxes ......................... 11.4.5.4 · Giving Notice ......................................... 17.1 Guarantee of Work--by definition of ........................................ 1.22 general ............................................. 6.14 CONTRACTOR .............................. 6.30, 14.12 Indemnification ................................ 6.3 I-6.33 Hazard CommunicatiOn Programs ..................... 6.22 Insurance ............................................ 5.3 Hazardous Waste-- Precedence .................................... 3.1, 3.3.3 definition of ........................................ 1.21 Reference to ' 3.3.1 general .............................................. 4.5 Safety and Protection .......................... 6.20, 13.2 OWNER's responsibility for ........................ 8.10 Subcontractors, Suppliers and Others ............ 6.8-6.11 Indemnification ........................ 6.12, 6.16, 6.31-6.33 Tests and Inspections ............................... 13.5 Initially Acceptable Schedules .......................... 2.9 Use of Premises .................................... 6.16 CONTRACTOR'S Inspection-- Visits to Site ......................................... 9.2 Certificates of' ......................... 9.13.4, 13.5, 14.12 Liability lnsurancem Final .............................................. 14. I 1 CONTRACTOR's .................................... 5.4 Special, required by ENGINEER .................... 9.6 OWNER's ........................................... 5.5 Tests and Approval ........................ 8.7, 13.3-13.4 Licensed Sureties and tnsurers ......................... 5.3 Insurance-- Liens-- Acceptance of, by OWNER ......................... 5.14 Application for Progress Payment ................... 14.2 Additional, required by changes Contractor's Warranty of Title ....................... 14.3 in the Work ...................... ........... 11.4.5.9 Final Application for Payment ...................... i4.12 Before starting the Work ............................. 2.7 definition o[ ........................................ 1.23 Bonds and--in general ................................. 5 Waiver of Claims .................................. 14.15 Cancellation Provisions .............................. 5.8 Limitations on ENGINEER's authority and Certificates of .. 2.7, 5, 5.3, 5.4.11, 5.4.13, 5.6.5, 5.8, 5.14, responsibilities ..................................... 9.13 9.13.4, 14.12 Limited Reliance by CONTRACTOR Authorized ...... 4.2.2 completed operations .............................. 5.4.13 Maintenance and Operating Manuals-- CONTRACTOR's Liability ........................... 5.4 Final Application for Payment ...................... 14.12 CONTRACTOR's objection to coverage ............. 5.14 Manuals (of others)--- Contractual Liability .............................. 5.4.10 Precedence ....................................... 3.3.3. I 8, Article or Paragraph Article or Paragraph Number Number ' Reference to in Contract Documents ................ 3.3.1 Inspections, tests and approvals ................. 8.7, 13.4 Materials and equipment-w-. Liability Insurance ................................... 5.5 · furnished by CONTRACTOR ........................ 6.3 Notice of Defects ................................... 13.1 not incorporated in Work ............................ 14.2 Representative--During Construction, 6.7 ENGINEER's Status 9.1 Materials or equipment---eqUivalent ....... . .......................................... Mediation (Optional) .................................. 16.7 Responsibilities-- Milestones~efinition of .............................. i.24 Asbestos, PCB's, Petroleum, Hazardous Miscellaneous--- Waste on Radioactive Material ...~: .............. 8.10 Computation of Times .............................. 17.2 Change Orders .................................... 8.6 Cumulative Remedies ............................... 17.4 Changes in the Work .............................. !0.1 Giving Notice ....................................... 17.1 communications ................................... 8. I Notice of' Claim ..................................... 17.3 CONTRACTOR's responsibilities .................. 8.9 Professional Fees and Court Costs Included .......... 17.5 evidence of financial arrangements ................ 8.11 Multi-prime contracts .................................... 7 inspections, tests and approvals .................... 8.7 Not Shown or Indicated .............................. 4.3.2 Insurance ......................................... 8.5 Notice of-- lands and easements ............................... 8.4 Acceptability of' ProJect ............................ 14.13 prompt payment by ............................. .... 8.3 Award, definition of ................................. 1.25 replacement of ENGINEER ....................... 8.2 Claim .......... .: .................................... 17.3 . reports and tests ................................... 8.4 Defects ............................................. 13.1 stop or suspend Work .................. 8.8, 13.10, 15.1 Differing Subsurface or Physical Conditions .......... 4.2.3 terminate CONTRACTOR's services .......... 8.8, 15.2 Giving .............................................. 17.1 separate representative at site ........................ .9.3 Tests and Inspections ............................... 13.3 independent testing ' 13.4 Variation, Shop Drawing and Sample ................ 6.27 use or occupancy of the Notice to Proceed-- Work ......... : .......................... 5.15, 14.10 definition of ........................................ 1.26 written consent or approval giving of ............................ ~ ................ 2.3 required ............................... 9.1, 6.3, 11.4 Notification to Surety ................................. 10.5 written notice Observations, by ENGINEER .................... 6.30, 9.2 required .......... 7.1, 9.4, 9.11, 11.2, Il.9, 14.7, 15.4 Occupancy of the Work ................ 5.15, 6.30.2.4, 14.10 PCBs-- Omissions or acts by CONTRACTOR ............. 6.9, 9.13 definition of ........................................ 1.29 ' "Open peril" policy form, Insurance ................... 5.6.2 general .............................................. 4.5 Option to Re place ..................................... 5.14 OWN ER's responsibility for ........................ 8.10 "Or Equal" Items ...................................... 6.7 Partial Utilization-- Other work .............................................. 7 definition of ......................................... 1.28 Overtime Work--prohibition of ......................... 6.3 general ................................ .... 6.30.2.4, 14.10 OWNERA Property Insurance ................................. 5.15 Acceptance of defective Work ...................... 13.13 Patent Fees and Royalties ............................. 6.12 appoint an ENGINEER .............................. 8.2 Payment Bonds ..................................... 5.1-5.2 as fiduciary .................................... 5.12-5.13 ' Payments. Recommendation of ............. 14.4-14.7, 14.13 Availability of Lands, responsibility ................... 4.1 Payments to CONTRACTOR and Completion-- definition of ........................................ 1.27 Application for Progress Payments .................. 14.2 data, furnish ......................................... 8.3 CONTRACTOR's Warranty of Title ................. 14.3 May Correct Defective Work ....................... 13.14 Final Application for Payment ...................... 14.12 IVlay refuse to make payment ........................ 14.7 Final Inspection ................................... 14. II lVlay Stop the Work ................................ 13.10 Final Payment and Acceptance ............... 14.13-14.14 may suspend work, general ........................................... 8.3, terminate ....................... 8.8, 13.10, 15.1-1514 Partial Utilization .................................. 14.10 Payment, make prompt ................... 8.3, 14.4, 14.13 Retainage ........................................... 14.2 performance of other Work ............................ 7. I Review of Applications for Progress permits and licenses, requirements .................. 6.13 Payments ................................. .. 14.4-14.7 purchased insurance requirements ............... 5.6-5.10 prompt payment ..................................... 8.3 OWNER's-- Schedule o[' Values .................................. 14.1 Acceptance of the Work ......................... 6.30.2.5 Substantial Completion ......................... 14.8-14.9 Change Orders, obligation to Waiver o~' Claims .................................. 14.15 execute .................................... 8.6, 10.4 when payments due .......................... 14.4, 14.13 Communications ..................................... 8. I withholding payment ................................ 14.7 Coordination of the Work ............................ 7.4 Performance Bonds 5.1-5.2 Disputes, request for decision ....................... 9.11 Permits ............................................... 6.13 Article or Paragraph Article or Paragraph Number Number - Petroleum--- Regulations, Laws and (or) ......... :." ................. 6.14 definition of ........ , ............................... 1.30 Rejecting Defective Work ............................... 9.6 general .............................................. 4.5 Related Workt OWNER's responsibility for ........................ 8.10 at Site ........................................... 7. I-7.3 Physical Conditionst Performed prior to Shop Drawings '- Drawings of, in or relating to ..................... 4.2.1.2 and Samples submittals review ' 6.28 ENGINEER's review .............................. 4.2.4 Remedies, cumulative ............................ 17.4, 17.5 existing structures .................................. 4.2.2 Removal or Correction of general ........................................... 4.2.1.2 Defective Work .......................... · .......... 13.11 Subsurface and ....................................... 4.2 rental agreements, OWNER approval Underground Facilities ............................... 4.3 required ...................................... 11.4.5.3 Possible Contract Documents Change ............... 4.2.5 replacement of ENGINEER, by OWNER .............. 8.2 Possible Price and Times Adjustments .............. 4.2.6 Reporting and Resolving Discrepancies .... 2.5, 3.3.2, 6.14.2 Reports and Drawings .............................. 4.2.1 Reports~ Notice of Differing Subsurface or ................... 4.2.3 and Drawings ................................ · ......4.2.1 Subsurface and ...................................... 4.2 and Tests, OWNER's responsibility .................. 8.4 Subsurface Conditions ............................ 4.2. I. I Resident Project Representative-- Technical Data, Limited Reliance by definition of ........................................ 1.33 .:CONTRACTOR Authorized 4.2.2 provision for ......................................... 9.3 Underground Fa¢ilities~ Resident Superintendent, CONTRACTOR's ............. 6.2 general .......................................... 4.3 Responsibilities-- Not Shown or Indicated ....................... 4.3.2 CONTRACTOR's-in general ........................... 6 Protection of ............................... 4.3, 6.20 ENGINEER's-in general ............................... 9 Shown or Indicated ............................ 4.3. I Limitations on .................................... 9.13 Technical Data ..................................... 4.2.2 OWNER's-in general .................................. 8 Preconstruction Conference ' 2.8 Retainage ............................................. 14.2 Preliminary Matters ...................................... 2 Reuse of Documents ................................... 3.7 Preliminary Schedules .................................. 2.6 Review by CONTRACTOR: Shop Drawings Premises, Use of ................................. 6.16-6.18 and Samples Prior to Submittal ...................... 6.25 Price, Change of Contract ............................... 11 Review of Applications for Progress Price, Contract--definition of .......................... 1.1.1 Payments ...................................... 14.4-14.7 ' Progress Payment, Applications for ....................14.2 Right to an adjustment ................................ t0.2 Progress payment~retainage .......................... 14.2 Rights of Way .......................................... 4.1 Progress schedule, CONTRACTOR's ..... 2.6, 2.8, 2.9, 6.6, Royalties, Patent Fees and ............................. 6.12 6.29, 10.4, 15.2.1 Safe Structural Loading ............................... 6.18 Project--definition of' .................................. 1.31 Safety-- Project Representative-- and Protection ....... 4.3.2, 6.16, 6.18, 6.20-6.21, 7.2, 13.2 ENGINEER's Status During Construction ............ 9.3 general ........................................ 6.20-6.23 Project Representative, Resident Representative, CONTRACTOR's ................... 6.21 --definition of ...................................... 1.33 Samples-- prompt payment by OWNER ........................... 8.3 definition of ........................................ 1.34 Property Insurance general ........................................ 6.24-6.28 Additional ........................................... 5.7 Review by CONTRACTOR ......................... 6.25 general .......................................... 5.6-5.10 Review by ENGINEER ....................... 6.26, 6.27 Partial Utilization ........................... 5.15, 14.10.2 related Work ........................................ 6.28 receipt and application of submittal of ....................................... 6.24.2 proceeds .................................. 5.12-5.13 submittal procedures ................................ 6.25 Protection, Safety and ....................... 6.20-6.21, 13.2 Schedule of progress ..... 2.6, 2.8-2.9, 6.6, 6.29, 10.4, 15.2.1 Punch list ............................................ 14.11 Schedule of Shop Drawing and Sample Radioactive Material-- Submittals ....................... 2.6, 2.8-2.9, 6.24-6.28 definition ...... . ..................................... 1.32 Schedule of Values ........................ 2.6, 2.8-2.9, 14.1 general .............................................. 4.5 Schedules~ OWNER's responsibility for ........................ 8.10 Adherence to ....... · .............................. 15.2.1 Recommendation of Payment .............. 14.4, 14.5, 14.13 Adjusting ............................................ 6.6 Record Documents ............................. 6.19, 14.12 Change of Contract Times .......................... 10.4 Records, procedures for maintaining .................... 2.8 Initially Acceptable ............................... 2.8-2.9 Reference Points ....................................... 4.4 Preliminary ........................................... 2.6 Reference to Standards and Specifications Scope of Changes ............................ :. 10.3-10.4 of Technical Societies ................................ 3.3 Subsurface Conditions .............................. 4.2. I. 1 10 Article or Paragraph Article or Paragraph Number Number Shop Drawings-- Substitute Items ' 6.7.1.2 and Samples, general . ~ ......................... 6.244.28 Subsurface and Physical Conditions~ · Change Orders & Applications for Drawings of, in or relating to ..................... 4.2.1.2 Paym_ents, and ............................... 9.7-9.9 ENGINEER's Review ............................. 4.2.4 definition of ........................................ 1.35 general .............................................. 4.2 ENGINEER's approval of ......................... 3.6.2 Limited Reliance by CONTRACTOR ENGINEER's' responsibility Authorized .................................... 4.2.2 for review ............................... 9.7, 6.24-6.28 Notice of Differing Subsurface or related Work ........................................ 6.28 Physical Conditions ................................ 4.2.3 review procedures ......................... 2.8, 6.24-6.28 Physical Conditions ................................. 4.2.1.2 submittal required .................................6.24.1 Possible Contract Documents Change ................. 4.2.5 ' Submittal Procedures ............................... 6.25 Possible Price and Times Adjustments ................ 4.2.6 use to approve substitutions ........................ 6.7.3 Reports and Drawings ................................ 4.2.1 Shown or Indicated ................................... 4.3.1 Subsurface and ...................................... 4.2 Site Access ....................................... 7.2, 13.2 Subsurface Conditions at the Site ................. 4.2.1. Site Cleanliness ....................................... 6.17 Technical Data ..................................... 4.2.2 Site. Visits to---- Supervision-- by ENGINEER ................................ 9.2, 13.2 CONTRACTOR's responsibility ...................... 6.1 .: . by others 13.2 OWNER shall not supervise ' 8.9 "Special causes of loss" p'olicy form, insurance ....... 5.6.2 ENGINEER shall not supervise.: ............. 9.2, 9.13.2 ' Specifications-- Superintendence ....................................... 6.2 · definition of ........................................ 1.36 Superintendent, CONTRACTOR's resident ........... 6.2 ol~ Technical Societies, reference to ................. 3.3.1 Supplemental costs ' ' 11.4.5 precedence ........................................ 3.3.3 Supplementary Conditions-- Standards and Specifications of Technical definition of ........................................ 1.39 Societies .......................................... 3.3 principal reference to .... 1.10, 1.18, 2.2, 2.7, 4.2, 4.3.5.1, Starting Construction, Before ....................... 2.5-2.8 5.3, 5.4, 5.6-5.9, 5.11, 6.8, 6.13, 7.4, 8.11, 9.3, 9.10 .Starting the Work ' 2.4 Supplementing Contrac! Documents 3.6 Stop or Suspend Work-- Supplier-- by CONTRACTOR ................................. 15.5 definition of ........................................ 1.40 by OWNER ............................. 8.8, 13.10, 15.1 principal references to .................. 3.7, 6.5, fi.8-6.11, ' Storage of materials and equipment .................4. I, 7.2 6.20, 6.24, 9.13, 14.12 Structural Loading, Safety ............................. 6.18 Waiver of Rights .................................... 6. tl Subcontractor-- Surety-- Concerning ...................................... 6.8-6.11 consent to final payment ....... · .............. 14.12, 14.14 definition of 1.37 ENGINEER has no duty to ......................... 9.13 delays .............................................. 12.3 Notification of ........................... 10.1, 10.5, 15.2 waiver of rights ..................................... 6.11 qualification of ................................... 5. I-5.3 SubcontractorsIin general ........................6.8-6. II Survival of Obligations ................................ 6.34 Subcontracts--required provisions ........ 5. II, 6. I1, 11.4.3 Suspend Work, OWNER May .................. 13.10, 15. I Submittals-- Suspension of Work and Termination-- . ................. 15 Applications for Payment ........................... 14.2 CONTRACTOR May Stop Work or Maintenance and Operation Manuals ............... 14.12 Terminate ........................................ 15.5 Procedures ......................................... 6.25 OWNER May Suspend Work ....................... 15. I Progress Schedules .............................. 2.6, 2.9 OWNER May Terminate ....................... 15.2-15.4 Samples ....................................... 6.24-6.28 Taxes-Payment by CONTRACTOR .................... 6.15 Schedule of Values .............................2.6, 14.1 Technical Data-- Schedule of Shop Drawings and Limited Reliance by CONTRACTOR ............... 4.2.2 Samples Submissions .................... 2.6, 2.8-2.9 Possible Price and Times Adjustments .............. 4.2.6 Shop Drawings ................................. 6.2*-6.28 Reports of Differing Subsurface and Substantial Completion--. Physical Conditions .............................. 4.2.3 certification of ........................ 6.30.2.3, 14.8-14.9 Temporary construction facilities ' 4.1 definition of ........................................ 1.38 Termination-- Substitute Construction Methods or Procedures ....... 6.7.2 by CONTRACTOR ................................. 15.5 Substitutes and "Or Equal" Items ...................... 6.7 by OWNER ............................... 8.8, 15.1-15.4 CONTRACTOWs Expense ....................... 6.7.1.3 of ENGINEER's employment ......... . ............... 8.2 ENGINEER's Evaluation .......................... 6.7.3 Suspens!on of Work-in general ........................15 "Or-Equal" . ....................................... 6.7.1 Terms and Adjectives .................................. 3.4 Substitute Construction Methods of Procedures ..... 6.7.2 Tests and Inspections-- I1 Article or Paragraph Article or Paragraph Number Number Access to the Work, by others ...................... 13.2 Utilization, Partial ' 1.28, 5.15, 6.30, 2.4, 14.10 . CONTRACTOR's responsibilities .................... 13.5 Value of the Work ..................................... 1.1.3 cost of .............................................. 13.4 Values, Schedule of .......................2.6, 2.8-2.9, 14.1 covering Work prior to .........................13.6-13.7 Variations in Work--Minor Laws and Regulations (or) .......................... 13.5 Authorized ................................6.25~ 6.27, 9.5. Notice of Defects ................................... 13.1 Visits of' Site--by ENGINEER .............. - ........... 9.2 OWNER May Stop Work 13.10 Waiver of Claims-on Final OWNER's independent testing ...................... 13.4 Payment ........................... : ............... 14.15 special, required by ENGINEER ..................... 9.6 Waiver of Rights by insured parties ............... 5.11, 6.11 timely notice required ............................... 13.4 Warranty and Guarantee, General--by Uncovering the Work, at ENGINEER's CONTRACTOR .................................... 6.30 request .................................... 13.8-13.9 Warranty of Title, CONTRACTOR's ................... 14.3 Times-- Work-- Adjusting ............................................ 6.6 Access to ........................................... 13.2 Change of Contract ................................... 12 by others .............................................. 7 Adjusting ............................................ 6.6 Changes in the ....................................... 10 Computation of ..................................... 17.2 Continuing the ...................................... 6.29 Contract Times--definition of; ...................... 1.12 CONTRACTOR May Stop Work day ................................................ i 7.72 or Terminate ' 15.5 Milestones - 12 Coordination of 7.4 Requirements-- Cost of the ..................................... 11.4-11.5 appeals .......................................... 16 definition of ........................................ I..43 clarifications, claims and neglected by CONTRACTOR ...................... 13..14 other Work ............................................ 7 disputes ............................. 9.11, 11.2, 12 OWNER blay Stop Work .......................... 13.10 commencement of contract times ................... 2.3 OWNER May Suspend Work ................. 13.10, 15.1 preconstruction conference ......................... 2.8 Related, Work at Site ............................. 7.1-7.3 schedules ................................. 2.6, 2.9, 6.6 Starting t. he .......................................... 2.4 starting the Work .................................. 2.4 Stopping'by CONTRACTOR ........................ 15.5 Title, Warranty of ' 14.3 Stopping by OWNER ......... · ................. 15.1-15.4 Uncovering Work ................................ 13.8-13.9 Variation and deviation authorized, · Underground Facilities, Physical Conditions-- minor ........................................... 3.6 definition of ........................................ 1.41 Work Change Directive-- Not Shown or Indicated ............................ 4.3.2 claims pursuant to .................................. 10.2 protection of ................................... 4.3, 6.20 definition of ........................................ I.,14 Shown or Indicated ................................ 4.3.1 principal references to .................... 3.5.3, 10. I- 10.2 Unit Price Work-- Written Amendment-- claims ............................................ I 1.9.3 definition of ........................................ 1.45 definition of ........................................ 1.42 principal references to ... 1.10, 3.5, 5.10, 5.12, 6.6.2, 6.8.2, · general ...... , ........................... 11.9, 14.1, 14.5 6.19, 10.1, 10.4, 11.2, 12.1, 13.12.2, 14.7.2 Unit Prices-- Written Clarifications and general ........................................... 11.3.1 Interpretations ........................... 3.6.3, 9.4, 9.11 Determination for ................................... 9.10 Written Notice Required-- Use of Premises ........................ 6.16, 6.18, 6.30.2.4 by CONTRACTOR ........ 7.1, 9.10-9.11, 10.4, 11.2, 12. I Utility owners ...................... 6.13, 6.20, 7.1-7.3, 13.2 by OWNER .................... 9.10-9.11, 10.4, 11.2, 13.14 GENERAL CONDITIONS merit, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders and ENGINEER's written interpretations and clarifications issued pursuant .to ARTICLE i--DEFINITIONS paragraphs 3.5, 3.6.1, and 3.6.3 on Or after the Effective Date ' of the Agreement. Shop Drawing submittals approved pursu- ant to paragraphs 6.26 and 6.27 and the reports and drawings Wherever used in these General Conditions or in the other referred to in paragraphs 4.2. I. I and 4.2.2.2 are not Contract -Contract Documents the following terms have the meanings Documents. indicated which are applicable to both the singular and plural thereof': !. I I. Contract Price--The moneys payable by OWNER to CONTRACTOR for completion of the Work in accordance 1.1. Addenda--Written or graphic instruments issued prior with the Contract Documents as stated in the Agreement to the opening of Bids which clarify, correct or change the (subject to the provisions of paragraph 11.9.1 in the case of Bidding Requirements or the Contract Documents. Unit Price Work). 1.2. Agreement--The written contract between OWNER 1.12. Contract Times--The numbers of days or the dates and CONTRACTOR covering the Work to be performed; other stated in the Agreement: (i) to achieve Substantial Completion, Contract Documents are attached to the Agreement and made and (ii) to complete the Work so that it is ready for final a part thereof as provided therein, payment as evidenced by ENGINEER's written recommenda- tion of final payment in accordance with paragraph 14.13. 1.3. Application for Payment--The form accepted by EN- GINEER which is to be used by CONTRACTOR in requesting 1.13. CONTRACTOR--The person, firm or corporation progress or final payments and which is to be accompanied by with whom OWNER ha~ entered into the Agreement. such supporting documentation as is required by the Contract Documents. 1.14. defec'ti~'e--An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or 1.4. Asbestos--Any material that contains more than one deficient, in that it does not conform to the Contract Docu- percent asbestos and is friable or is releasing asbestos fibers ments, or does not meet the requirements or' any inspection, · into the air above current action levels established by the reference standard, test or approval referred to in the United States Occupational Safety and Health Administration. Contract Documents, or has been damaged prior to ENGI- NEER's recommendation of final payment (unless responsi- 1.5. Bid--The offer or proposal of the bidder submitted on bility for the protection thereofhas been assumed by OWNER the prescribed form setting forth the prices for the Work to be at Substantial Completion in accordance with paragraph 14.8 · performed, or 14.10). 1.6. Bidding Documents--The advertisement or invitation 1.15. Drawings--The drawings which show the scope, to Bid, instructions to bidders, the Bid form, and the proposed extent and character of the Work to be furnished and per- Contract Documents (including all Addenda issued prior to formed by CONTRACTOR and which have 'been prepared or receipt of Bids). approved by ENGINEER and are referred to in the Contract Documents. Shop drawings are not Drawings as so defined. 1.7. Bidding Requirements--The advertisement or invita- tion to Bid, instructions to bidders, and the Bid form. I. 16. Effective Date of the Agreement--The date indicated in the Agreement on which it becomes effective, but if no such 1.8. Bonds--Performance and Payment bonds and other date is indicated it means the date on which the Agreement is instruments of security, signed and delivered by the last of the two parties to sign and deliver. 1.9. Change Order--A document recommended by ENGI- NEER, which is signed by CONTRACTOR and OWNER and 1.17. ENGINEER--The person, firm or corporation named authorizes an addition, deletion or revision in the Work, or an as such in the Agreement. adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 1.18. ENGINEER's Constdtant--A person, firm or corpo- ration having a contract with ENGINEER to furnish services 1.10. Contract Documents--The Agreement, Addenda as ENGINEER's independent professional associate or con- (which pertain to the Contract Documents), CONTRACTOR's sultant with respect to th& Project and who is identified as such Bid (including documentation accompanying the Bid and any in the Supplementary Conditions. post Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Agreement, the 1.19. Field Order--A written order issued by ENGINEER Notice to Proceed, the Bonds, these General Conditions, the which orders minor changes in the Work in accordance with Supplementary Conditions, the Specifications and the Draw- paragraph 9.5 but which does not involve a change in the ings as the same are more specifically identified in the Agree- Contract Price or the Contract Times. 13 !.20. General Requirements--Sections of Division 1 ofthe 1.33. Resident Project Representative-- The authorized · Specifications. representative of ENGINEER who may be assigned to the site or any part thereof. 1.21. Hazardous Waste--The term Hazardous Waste shall · have the meaning provided in Section 1004 of the Solid Waste !.34. Samples--Physical examples of materials, equipment, Disposal Act (42 USC Section 6903) as amended from time to or workmanship that are representative of some portion of the time. Work and which establish the standards by which such portion. · of the Work will be judged. 1.22. Laws and Regulations; Laws or Regulations--Any and all applicable laws, rules, regulations, ordinances, codes 1.35. Shop Drawings--All drawingS, diagrams, illustra- and orders of any and all governmental bodies, agencies, tions, schedules and other data or information which are authorities and courts having jurisdiction, specifically prepared or assembled by or for CONTRACTOR and submitted by CONTRACTOR to illustrate some portion of 1.23. Liens--Liens, cha~es, security interests or encum- the Work. brances upon real property or personal property. 1.36. Specifications--Those portions of the Contract Doc- 1.24. Milestone--A principal event specified in the Con- uments consisting of written technical descriptions of materi- tract Documents relating to an intermediate completion date or als. equipment, construction systems, standards and workman- time prior to Substantial Completipn of all the Work. ship as applied to the Work and certain administrative details applicable· thereto. 1.25. Notice of Award~The written notice by OWNER to the apparent successful bidder stating that upon compliance by 1.37. Sttbcontractor--An individual, firm or corporation the apparent successful bidder with the conditions precedent having a direct contract with CONTRACTOR or with any enumerated therein, within the time specified, OWNER will other Subcontractor for the performance of a part of the Work sign and deliver the Agreement. at the site. 1.26. Notic'eto?roceed--AwrittennoticegivenbyOWNER 1.38. Substantial Completion--The Work (or a specified to CONTRACTOR (with a copy to ENGINEER) fixing the part thereof) has progressed to the point where, in the opinion date on which the Contract Times will commence to run and on of ENGINEER as evidenced by ENGINEER's definitive which CONTRACTOR shall start to perform CONTRAC- certificate o[' Substantial Completion, it is sufficiently cpm- TOWs obligations under the Contract Documents. plete, in accordance with the Contract Documents, so that the Work (or specified part) can be utilized for the purposes for , which it is intended; or if no such certificate is issued, when the 1.27. OWNER--The public body or authority, corpora- Work is complete and ready for final payment as evidenced by tion, association, firm or person with whom CONTRACTOR ENGINEER's written recommendation of final payment in has entered into the Agreement and for whom the Work is to be accordance with paragraph 14.13: The terms "substantially provided, complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 1.28. Partial Utili~.ationmUse by OWNER of a substan- tially completed part of the Work for the purpose for which it is 1.39. S,pplementaty Conditions--The part of the Contract intended (or a related purpose) prior to Substantial Completion Documents which amends or supplements these General Con- of all the Work. ditions. 1.29. PCBs--Polychlorinated biphenyls. I.-4,0. Supplier--A manufacturer, fabricator, supplier, dis- tributor, materialman or vendor having a direct contract with 1.30. Petroleum~Petroleum, including crude oil or any CONTRACTOR or with any Subcontractor to furnish materi- fraction thereof which is liquid at standard conditions of als or equipment to be incorporated in the Work by CON- temperature and pressure (60 degrees Fahrenheit and 14.7 TRACTOR or any Subcontractor. pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with 1.41. UndergroundFacilities--All pipelines, conduits, ducts, other non-Hazardous Wastes and crude oils. cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasements containing such 1.31. Project--The total construction of which the Work to facilities which have been installed underground to furnish any be provided under the Contract Documents may be the whole, of the following services or materials: electricity, gases, steam, or a part as indicated elsewhere in the Contract Documents. liquid petroleum products, telephone or other communica- tions, cable television, sewage and drainage removal, traffic or 1.32. Radioactive Material-Source, special nuclear, or other control systems or water. byproduct material as defined by the Atomic Energy Act of . 1954 (42 USC Section 2011 et seq.) as amended from time to 1.42. Unit Price Work--Work to be paid for on the basis of time. unit prices. 14 1.43. Work--The entire completed construction or the var- Contract Times commence to run later than the sixtieth day after ious separately identifiable parts thereof required to be fur- the day of Bid opening or the thirtieth day after the Effective Date nished under the Contract Documents. Work includes and is of the Agreement, whichever date is earlier. the result of performing or furnishing labor and furnishing and incorporating materials and equipment into the construction, Starting the Work: and performing or furnishing services and furnishing docu- ments, all as required by the Contract Documents. 2.4. CONTRACTOR shall start to perform the Work on the · date when the Contract Times commence to run, but no Work 1.44. Work Change DirectivemA written directive to CON- shall be done at the site prior to the date on which the Contract TRACTOR, issued on or after the Effective Date of the Times commence to run. Agreement and signed by OWNER and recommended by ENGINEER, ordering an addition, deletion or revision in the Before Starrng Construction: Work, or responding to differing or unforeseen physical condi- tions under which the Work is to be performed as provided in 2.5. Before undertaking each part of the Work, CON- paragraph 4.2 or 4.3 or to emergencies under paragraph 6.23. A TRACTOR shall carefully study and compare the Contract Work Change Directive will not change the Contract Price or Documents and check and verify pertinent figures shown the Contract Times, but is evidence that the parties expect that thereon and all applicable field measurements. CONTRAC- the change directed or documented by a Work Change Direc- TOR shall promptly report in writing to ENGINEER any rive will be incorporated in a subsequently issued Change conflict, error, ambiguity or discrepancy which CONTRAC- Order following negotiations by th.e parties as to its effect, if TOR may discover and shall obtain a written interpretation or any, on the Contract Price or Contract Times as provided.in clarification from ENGINEER before proceeding with any paragraph 10.2. Work affected thereby: however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any' 1.45. Written Amendment--A written amendment of the conflict, error, ambiguity or discrepancy in the Contract Doc- Contract Documents, signed by OWNER and CONTRACTOR uments, unless CONTRACTOR knew or reasonably should on or after the Effective Date of the Agreement and normally have known thereof. dealing with the nonengineering or nontechnical rather than strictly construction-related aspects of the Contract Docu- 2.6. Within ten days after the Effective Date of the Agree- ments, ment (unless otherwise specified in the General Requirements), CONTRACTOR shall submit to ENGINEER for review: 2.6.1. a preliminary' progress schedule indicating the times (numbers of days or dates) for starting and completing ARTICLE 2mPRELI/vlINARY MATTERS the various stages of the Work, including any Milestones specified in the Contract Documents: 2.6.2. a preliminary schedule of Shop Drawing and Sam- Delivery of Bonds: pie submittals which will list each required submittal and the times for submitting, reviewing and processing such submit- 2.1. When CONTRACTOR delivers the executed Agree- tal; ments to OWNER, CONTRACTOR shall also deliver to 2.6.3. a preliminary' schedule of values for all of the OWNER such Bonds as CONTRACTOR may be required to Work which will include quantities and prices of items furnish in accordance with paragraph 5.1. aggregating the Contract Price and will subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Such prices will Copies of Documents: include an appropriate amount of overhead and profit appli- cable to each item of Work. 2.2. OWNER shall furnish to CONTRACTOR up to ten copies (unless otherwise specified in the Supplementary Con- 2.7. Before any Work at the site is started, CONTRACTOR ditions) of the Contract Documents as are reasonably neces- and OWNER shall each deliver to the other, with copies to sary for the execution of the Work. Additional copies will be each additional insured identified in the Supplementary Condi- furnished, upon request, at the cost of reproduction, tions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) wh/ch CONTRACTOR and OWNER respectively are Commencement of Coraract Times; Notice to Proceed: required to purchase and maintain in accordance with para- graphs 5.4, 5.6 and 5.7. 2.3. The Contract Times will commence to run on the thirti- eth day after the Effective Date of the Agreement, or, if a Notice Preconstruction Conference: to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within thirty days 2.8. Within twenty days after the Contract Times start to after the Effective Date of the Agreement. In no event will the run, but before any Work at the site is started, a conference 15 attended by CONTRACTOR, ENGINEER and others as ap- cations and interpretations of the Contract Documents shall be propriate will be held to establish a working understanding issued by ENGINEER as provided in paragraph 9.4. among the parties as to the Work and to discuss the schedules referred to. in paragraph 2.6, procedures for handling Shop Drawings and other submittals, processing Applications for 3.3. Reference to Standards and Specifications of Technical Payment and maintaining required records. Societies; Reporting and Resolving Discrepancies: 3.3. I. Reference to standards, specifications, manuals or' Initially Acceptable Schedules: codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall 2.9. Unless otherwise provided in the Contract Docu- mean the latest standard, specification, manual, code or ments, at least ten days before submission of the first Applica- Laws or Regulations in effect at the time of opening of Bids tion for Payment a conference attended by CONTRACTOR, (or, on the Effective Date of the Agreement if there were no ENGINEER and others as appropriate will be held to review Bids). except as may be otherwise specifically stated in the for acceptability to ENGINEER as provided below the sched- Contract Documents. ules submitted in accordance with paragraph 2.6. CONTRAC- TOR shall have an additional ten days to make corrections and 3.3.2. If, during the performance of the Work, CON- adjustments and to complete and resubmit the schedules. No TRACTOR discovers any conflict, error, ambiguity or dis- progress payment shall be made to CONTRACTOR until the crepancy within the Contract Documents or between the schedules are submitted to and acceptable to ENGINEER as Contract Documents and any provision of any sOch Law or provided below. The progress schedule will be acceptable to Regulation applicable to the performance of the Wo~-k or of ENGINEER as providing an orderly progression of the'Work any such standard, specification, manual or code or of any to completion within any specified Milestones and the Contract instruction of any Supplier referred to in paragraph 6.5, Times, but such acceptance will neither impose on ENGI- CONTRACTOR shall report it to ENGINEER in writing at N EER responsibility for the sequencing, scheduling or progress once, and, CONTRACTOR shall not proceed with the Work pt'the Work nor interfere with or relieve CONTRACTOR from affected thereby (except in an emergency as authorized by CONTRACTOR's full responsibility therefor. CONTRACTOR's paragraph 6.23) until an amendment or supplement to the schedule of Shop Drawing and Sample submissions will be Contract Documents has been issued by one of the methods acceptable to ENGINEER as providing a workable arrange- indicated in paragraph 3.5 or 3.6; provided, however, that ' merit for reviewing and processing the required submittals. CONTRACTOR shall not be liable to OWNER or ENGI- CONTRACTOR's schedule of values will be acceptable to NEER for failure to report any such conflict, error, ambigu- ENGINEER as to form and substance, ity or discrepancy unless CONTRACTOR knew or reason- ably should have known thereof. 3.3.3. Except as otherwise specifically stated in the ARTICLE 3--CONTRACT DOCUMENTS: INTENT, Contract Documents or as may be provided by amendment AMENDING, REUSE or supplement thereto issued by one of' the methods indi- cated in paragraph 3.5 or 3.6, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity or discrepancy between the provisions of the Contract Documents and: Intent: 3.3.3.1. the provisions of any such standard, speci- 3.1. The Contract Documents comprise the entire agree- fication, manual, code or instruction (whether or not merit between OWN.ER and CONTRACTOR concerning the specifically incorporated by reference in the Contract Work. The Contract Documents are complementary: what is Documents): or called for by one is as binding as if called for by all. The Contract Documents will be construed in accordance with the 3.3.3.2. the provisions of' any such Laws or Regu- law of the place of the Project. lations applicable to the performance of the Work (unless such an interpretation of the provisions of the 3.2. It is the intent of the Contract Documents to describe Contract Documents would result in violation of such a functionally complete Project (or part thereof) to be con- Law or Regulation). structed in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably be inferred No provision of any such standard, specification, manual, from the Contract Documents or from prevailing custom or code or instruction shall be effective to change the duties and trade usage as being required to produce the intended result responsibilitiesofOWNER, CONTRACTORorENGINEER, will be furnished and performed whether or not specifically or any of their subcontractors, consultants, agents, or em- called for. When words or phrases which have a well- known ployees from those set forth in the Contract Documents, nor technical or construction industry or trade meaning are used to shall it be effective to assign to OWNER, ENGINEER or describe Work, materials or equipment, such words or phrases any of ENGINEER's Consultants, agents or employees any shall be interpreted in accordance with that meaning. Ctarifi- duty or authority to supervise or direct the furnishing or 1(~ performance of the Work or any duty or authority to under- of the Drawings, Specifications or other documents (or copies rake responsibility inconsistent with the provisions of para- of any thereof') prepared by or bearing the seal of ENGINEER" graph 9.13 or any other provision of the Contract Docu- . or ENGINEER's Consultant, and (ii) shall not reuse any of merits, such Drawings, Specifications, other documents or copies on" extensions of the Project or any other project without written 3.4. Whenever in the Contract Documents the terms "as consent of OWNER and ENGINEER and specific written · ordered," "as directed," "as required," "as allowed," "as verification or adaption by ENGINEER. approved" or terms of like effect or import are used, or the adjectives "reasonable," "suitable," ,acceptable," "proper" or "satisfactory" or adjectives o[' like effect or import are used to describe a requirement, direction, review or judg- ARTICLE 4.~AVAILABILITY OF LANDS; ment of ENGINEER as to the Work, it is intended that such SUBSURFACE AND PHYSICAL requirement, direction, review or judgment will be solely to CONDITIONS; REFERENCE POINTS evaluate, in general, the completed Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a Availabili~.' of Lands: specific statement indicating otherwise). The use of any such term or adjective shall not be effecti-ve to assign to ENGI- 4. t. OWNER shall furnish, as indicated in the Contract NEER any duty or authority to supervise or direct the Documents, the lands upon which the Work is to b.e.pefformed, furnishing or performance of the Work -or any duty or rights-of-way and easements for access thereto, and such other authority to undertake responsibility contrary to the provi- lands which are designated for the use of CONTRACTOR. sions of paragraph 9.13 or any other provision of the Upon reasonable writ, ten request, OWNER shall fumlsh CON- Contract Documents. TRACTOR ~'ith a correct statement of record legal title and legal description of the lands upon which the Work i.~ to be performed and OWNER's interest therein as necessary for Amending and Supplementing Contract Documents: giving notice of or filing a mechanic's lien against such lands in accordance with applicable Laws and Regulations. OWNER 3.5. The Contract Documents may be amended to provide shall identify any' encumbrances or restrictions not of general for additions, deletions and revisions in the Work or. to modify application but specifically related to use of lands so furnished the terms and conditions thereof in one or more of the following with which CONTRACTOR will have to comply in performing · ways: the Work. Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by 3.5.1. a formal Written Amendment, OWNER, unless other~vise provided in the Contract Docu- ments. If CONTRACTOR and OWNER are unable to agree on 3.5.2. a Change Order (pursuant to paragraph 10.4). or entitlement to or the amount or extent of any adjustments in the Contract Price or the Contract Times as a result of any delay in' 3.5.3. a Work Change Directive (pursuant to OWNER's furnishing these lands, rights-of-way or easements, paragraph I0.1). CONTRACTOR may' make a claim therefor as provided in Articles II and 12. CONTRACTOR shall provide for all 3.6. In addition, the requirements of the Contract Docu- additional lands and access thereto that may be required for ments may be supplemented, and minor variations and devia- temporary construction facilities or storage of materials and lions in the Work may be authorized, in one or more of the equipment. following ways: 3.6. I. a Field Order (pursuant to paragraph 9.5), 4.2. Subsurface and Physical Condin'ons: 3.6.2. ENGINEER's approval of a Shop Drawing or 4.2.1. Reports and Drawit,gs: Reference is made to the Sample (pursuant to paragraphs 6.26 and 6.27), or Supplementary Conditions for identification of: 3.6.3. ENGINEER's written interpretation or clarifies- 4.2.1.I. Subsurface Conditions: Those reports of explo- tion (pursuant to paragraph 9.4). rations and tests of subsurface conditions at or contiguous to the site that have been utilized by ENGINEER in preparing the Contract Documents; and Reuse of Documents: 4.2.1.2. Physical Conditions:Those drawings of physical 3.7. CONTRACTOR, and any Subcontractor or Supplier conditions in or relating to existing surface or subsurface or other person or organization performing or furnishing any of structures at or contiguous to the site (except Underground the Work under a direct or indirect contract with OWNER (i) Facilities) that have been utilized by ENGINEER in prepar- shall not have or acquire any title to or ownership rights in any ing the Contract Documents. 17 4.2.2. Limited Reliance by CONTRACTOR Authorized; 4.2.5. Possible Contract Documents Change:' If ENGI- Technical Data: CONTRACTOR may rely upon the general NEER concludes that a change in the Contract Documents is accuracy of the "technical data" contained in such reports and required as a result ora condition that meets one or more of the drawings, but such reports and drawings are not Contract categories in paragraph 4.2.3., a Work Change Directive or a · Documents. Such "tech'nical data" is identified in the Supple- Change Order will be issued as provided in Article 10 to reflect mentary Conditions. Except for such reliance on such "tech- and document the consequences of such change. nical data," CONTRACTOR may not rely upon or make any · claim against OWNER, ENGINEER or any of ENGINEER's 4.2.6. Possible Price and Times Adjustments: An equitable' Consultants with respect to: adjustment in the Contract Price or in the Contract Times, or both, will be allowed to the extent that the existence of such 4.2.2.1. the completeness of such reports and drawings uncovered or revealed condition causes an increase or de- for CONTRACTOK's purposes, including, but not limited crease in CONTRACTOR's cost of, or time required for to, any aspects of the means, methods, techniques, se- performance of, the Work; subject, however, to the following: quences and procedures of construction to be employed by CONTRACTOR and safety precautions and programs inci- 4.2.6.1. such condition must meet any one or more of the categories described in paragraphs 4.2.3.1 through 4.2.3.4, dent thereto, or inclusive; 4.2.2.2. other data. interpretations, opinions and infor- mation contained in such reports or shown or indicated in 4.2.6.2. a change in the Contract Documents pursuant to paragraph 4.2.5 will not be an automatic authoriz, ation of nor such drawings, or .. a condition precedent to entitlem..ent to any such adjustment; 4.2.2.3. any CONTRACTOR interpretation of or conclu- 4.2.6.3. with respect to Work that is paid for on a Unit sion drawn from any "technical data" or any such data, Price Basis. any adjustment in Contract Price will be subject interpretations, opinions or information. to the provisions of paragraphs 9.10 and 11.9; and 4.2.3. Notice of Differing Subsurface or Physical Condi- 4.2.6.4. CONTRACTOR shall not be entitled to any tions: If CONTRACTOR believes that any subsurface or adjustment in the Contract Price or Times if; physical condition at or contiguous to the site that is uncovered or revealed either: 4.2.6.4.1. CONTRACTOR knew of the existence of ! such conditions at the time CONTRACTOR made a final 4.2.3.1. is of such a nature as to establish that any commitment to OWNER in respect of Contract Price and "technical data" on which CONTRACTOR is entitled to Contract Times by the submission of a bid or becoming · rely as provided in paragraphs 4.2.1 and 4.2.2 is materially bound under a negotiated contract; or inaccurate, or 4.2.6.4.2. the existence of such condition could rea- 4.2.3.2. is of such a nature as to require a change in the sonably have been discovered or revealed as a result of Contract Documents. or any examination, investigation, exploration, test or study of the site and contiguous areas required by the Bidding 4.2.3.3. differs materially from that shown or indicated in Requirements or Contract Documents to be conducted by the Contract Documents, or or for CONTRACTOR prior to CONTRACTOR's making such final commitment; or 4.2.3.4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recog- 4.2.6.4.3. CONTRACTOR failed to give the written nized as inherent in work of the character provided for in the notice within the time and as required by paragraph 4.2.3. Contract Documents; then If OWNER and CONTRACTOR are unable to agree on CONTRACTOR shall, promptly after becoming aware thereof entitlement to or as to the amount or length of any such and before further disturbing conditions affected thereby or equitable adjustment in the Contract Price or Contract Times, performing any Work in connection therewith (except in an a claim may be made therefor as provided in Articles I 1 and 12. emergency as permitted by paragraph 6.23), notify OWNER However, OWNER. ENGINEER and ENGINEER's Consult- and ENGINEER in writing about such condition. CONTRAC- ants shall not be liable to CONTRACTOR for any claims, TOR shall not further disturb such conditions or perform any costs, losses or damages sust.ained by CONTRACTOR on or in Work in connection therewith (except as aforesaid) until re- 'connection with any other project or anticipated project. ceipt of written order to do so. 4.2.4. ENGINEER's Review: ENGINEER will promptly 4.3. Physical Conditions--Unde~roundFacililies: review the pertinent conditions, determine the necessity of . OWNER's obtaining additional exploration or tests with re- 4.3.1. Shown or Indicated: The information and data shown spect thereto and advise OWNER in writing (with a copy to or indicated in the Contract Documents with respect to existing CONTRACTOR) of' ENGINEER's findings and conclusions. Underground Facilities at or contiguous to the site is based on 18 information and dam. furnished to OWNER or ENGINEER by without the prior written approval of OWNER. CONTRAC- the owners of such Underground Facilities or by others. Unless it TOR shall report to ENGINEER whenever any reference is otherwise expressly provided in the Supplementary Conditions: point is lost or destroyed or requires relocation because 'of necessary changes in grades or locations, and shall be respon- 4.3.1.I. OWNER and ENGINEER shall not be respon- sine for the accurate replacement or relocation of such refer- sine for the accuracy or completeness of any such informa- ence points by professionally qualified personnel. tion or data; and 4.5. Asbestos, PCBs, Petroleum, Ha~mrflous Waste or Radio2 ' 4.3.1.2. The cost of all of the following will be included in active Material: the Contract Price and CONTRAC'rOR shall have full respon- sibility for:. (i) reviewing and checking all such information and 4.5. I. OWNER shall be responsible for any Asbestos, data. (ii) locating all Underground Facilities shown or indicated PCBs, Petroleum, Hazardous Waste or Radioactive Material in the Contract Documents, (iii)coordination of the Work with uncovered or revealed at the site which was not shown or the owners of such Underground Facilities during construction, indicated in Drawings or Specifications or identified in the and (iv) the safety and protection of all such Underground Contract Documents to be within the scope of the Work and which may present a substantial danger to persons or property Facilities as provided in paragraph 6.20 and repairing any damage thereto resulting from the Work. exposed thereto in connection with the Work at the site. OWNER shall not be responsible for any such materials 4.3.2. Not Shown or Indicated: If an Underground Facility brought to the site by CONTRACTOR, Subcontractor. Suppli- ers or anyone else for whom CONTRACTOR is responsible. is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Cdntract Documents, CON- 4.5.2. CONTRACTOR shall immediately: (i') stop all TRACTOR shall, prbmptly after becoming aware thereof and Work in connection with such hazardous condition and in ' before further disturbing conditions affected thereby or per- any area affected thereby (except in an emergency as re- forming any Work in connection therewith (except in an quired by paragraph 6.23}, and (ii} notify OWNER and emergency as required by paragraph 6.23), identify' the owner ENGINEER land thereafter confirm such notice in writing}. of such Underground Facility and give written notice to that OWNER shall promptly consult ~'ith ENGINEER concern- owner and to OWNER and ENGINEER. ENGINEER will lng the necessity' for OWNER to retain a qualified expert to promptly review the Underground Facility and determine the evaluate such hazardous condition or take corrective action, extent, if any, to which a change is required in the Contract if any. CONTRACTOR shall not be required to resume Work Documents to reflect and document the consequences of the in connection with such hazardous condition or in any such exis'tence of the Underground Facility. If ENGINEER con- affected area until after OWNER has obtained any required cludes that a change in the,Contract Documents is required, a permits related thereto and delivered to CONTRACTOR Work Change Directive or a Change Order will be issued as special written notice: (i) specifying that such condition and · provided in Article l0 to reflect and document such conse- any affected area is or has been rendered safe for the quences. During such time, CONTRACTOR shall be respon- resumption of Work, or (ii) specifying any special conditions sine for the safety and protection of such Underground Facility under which such Work may be resumed safely. If OWNER as provided in paragraph 6.20. CONTRACTOR shall be al- and CONTRACTOR cannot agree as to entitlement to or the lowed an increase in the Contract Price or an extension of the amount or extent of an adjustment, if any, in Contract Price Contract Times. or both. to the extent that they are attributable or Contract Times as a result of such Work Stoppage or such to the existence of any Underground Facility that was not special conditions under which Work is agreed by CON- shown or indicated in the Contract Documents and that CON- TRACTOR to be resumed, either party may make a claim TRACTOR did not know of and could not reasonably have therefor as provided in Articles 11 and 12. been expected to be aware of or to have anticipated. If OWNER and CONTRACTOR are unable to agree on entitle- 4.5.3. If after receipt of such special written notice meat to or the amount or length of any such adjustment in CONTRACTOR does not agree to resume such Work based Contract Price or Contract Times, CONTRACTOR may make on a reasonable belief it is unsafe, or does not agree to a claim therefor as provided in Articles I I and 12. However, resume such Work under such special conditions, then OWNER. ENGINEER and ENGINEER's Consultants shall OWNER may order such portion of the Work that is in not be liable to CONTRACTOR for any claims, costs, losses or connection with such hazardous condition or in such al- damages incurred or sustained by CONTRACTOR on or in fected area to be deleted from the Work. If OWNER and connection with any other project or anticipated project. CONTRACTOR cannot agree as to entitlement to or the amount or extent of an adjustment, if any, in Contract Price or Contract Times as a result of deleting such portion of the Reference Points: Work, then either party may make a claim therefor as provided in Articles 11 and 12. OWNER may have such 4.4. OWNER shall provide engineering surveys to estab- deleted portion of the Work performed by OWNER's own lish reference points for construction which in ENGINEER's forces or others in accordance with Article 7. juitgment are necessary to enable CONTRACTOR to proceed with the Work. CONTRACTOR shall be responsible for laying 4.5.4. To the fullest extent permitted by Laws and Reg- out the Work. shall protect and preserve the established ulations, OWNER shall indemnify and hold harmless CON- reference points and shall make no changes or relocations TRACTOR, Subcontractors, ENGINEER, ENGINEER's 19 Consultants and the o~cers, directors, employees, agents, companies that are duly licensed or authorized in the juris- other consultants and subcontractors of each and any of diction in which the Project is located to issue Bonds or .... them from and against all claims, costs, losses and damages insurance policies for the limits and coverages so required. arising out of or resulting from such hazardous condition, Such surety and insurance companies shall also meet such · provided that: (i) any such claim, cost, loss or damage is additional requirements and qualifications as may be pro- attributable to bodily injury, sickness, disease or death, or to Vided in the Supplementary Conditions. injury to or destruction of tangible property (other than the · .Work itself), including the loss of use resulting therefrom, 5.3.2. CONTRACTOR shall deliver to .OWNER, with and (ii) nothing in this subparagraph 4.5.4 shall obligate copies to each additional insured identified in the Supple- OWNER to indemnify any person or entity from and against mentary Conditions, certificates of insurance (and other the consequences of that person's or entity's own negli- evidence of insurance requested by OWNER or any other genre, additional insured) which CONTRA~CTOR is required to purchase and maintain in accordance with paragraph 5.4. 4.5.5. The provisions of paragraphs 4.2 and 4.3 are not OWNER shall deliver to CONTRACTOR, with copies to intended to applytoAsbestos, PCBs, Petroleum, Hazardous each additional insured identified in the Supplementary Waste or Radioactive Material uncovered or revealed at the Conditions, certificates of insurance (and other evidence of site. insurance requested by CONTRACTOR or any other addi- tional insured) which OWNER is required to purchase and maintain in accordance with paragraphs 5.6 and 5.7 hereof.. ARTICLE 5--BONDS AND INSURANCE -: · CONTRAI2TOR' s Liability Insurance: 5.4. CONTRACTOR shall purchase and maintain such Performance, Payment and Other Bonds: liability and other insurance as is appropriate for the Work being performed and furnished and as will provide protection 5.1. CONTRACTOR shall furnish Performance and from claims set forth below which may arise out of or result Payment Bonds, each in an amount at least equal to the from CONTRACTOR's performance and furnishing of the Contract Price as security for the faithful performance and Work and CONTRACTOR's other obligations under the Con- payment of, all CON'rRACTOR'S obligations under the tract Documents, whether it is to be performed or furnished by Contract Documents. These Bonds shall remain in effect at CONTRACTOR, any Subcontractor or Supplier, or by anyone least until one year after the date when final payment becomes directly or indirectly employed by any of them to perform or · due, except as provided otherwise by Laws or Regulations or furnish any of' the Work, or by anyone for whose acts any of by the Contract Documents. CONT1L~,CTOR shall also fur- them may be liable: nish such other Bonds as are required by the Supplementary Conditions. All Bonds shall be in the form prescribed by the 5.4.1. claims under workers' compensation, disability Contract Documents except as provided otherwise by Laws or benefits and other similar employee benefit acts; Regulations, and shall be executed by such sureties as are named in the current list of "Companies Holding Certificates 5.4.2. claims for damages because of bodily injury, oc- of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular cupational sickness or disease, or death of CONTRAC- 570 (amended) by the Audit Staff, Financial Managemep. t TOR's employees; Service, Surety Bond Branch, U.S. Treasury Department. (Phone 202-874-6850). All Bonds signed by an agent must be 5.4.3. claims for damages because of, bodily injury, sick- accompanied by a certified copy of such agent's authority to ness or disease, or death of any person other than CON- act. TRACTOR's employees; 5.2. If the surety on any Bond furnished by CONTRAC- 5.4.4. claims for damages insured by customary personal TOR is declared a bankrupt or becomes insolvent or its right to injury liability coverage which are sustained: (i) by any do business is terminated in any state where any part of the person as a result of an offense directly or indirectly related Project is located or it ceases to meet the requirements of to the employment of such person by CONTRACTOR, or (ii) paragraph 5. I, CONTRACTOR shall within ten days thereafter by any other person for any other reason; substitute another Bond and surety, both of which must be acceptable to OWNER. 5.4.5. claims for damages, other than to the Work itself, because of' injury to or destruction of, tangible property wherever located, including loss of use resulting therefrom; 5.3. Licensed Sureties and Insurers; Certificates of Insurance: and 5.3.1. All Bonds and insurance required by the Contract 5.4.6. claims for damages because of, bodily injury or Documents to be purchased and maintained by OWNER or death of any person o.r property damage arising out of the CONTRACTOR shall be obtained from surety or insurance ownership, maintenance or use of any motor vehicle. 20 The policies of insurance so required by this paragraph 5.4 to ance upon the Work at the' site in the amount of the full be purchased and maintained shall: replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions 'or .5.4.'/. with respect to insurance required by paragraphs required by Laws and Regulations). This insurance shall: $.4.3 through .5.4.6 inclusive, include as additional insureds (subject to any customary exclusion in respect of profes- -5.6.1. include the interests of OWNER, CONTRAC- sional liability) OWNER, ENGINEER, ENGINEER's Con- TOR, Subcontractors, ENGINEER, ENGINEER's Con- sultants and any other persons or entities identified in the sultants and any other persons or entities identified in the · · Supplementary Conditions, all of whom shall be listed as additional insureds, and include coverage for the respective Supplementary Conditions, each of whom is deemed to have officers and employees of all such additional insureds; an insurable interest and shall be listed as an insured or additional insured; -5.4.8. include the specific coverages and be written for .not less than the limits of liability provided in the Supple- 5.6.2. be written on a Builder's Risk "all-risk" or open mentary Conditions or required by Laws or Regulations, peril or special causes of loss policy form that shall at least · whichever is greater; include insurance for physical loss or damage to the Work, temporary buildings, falsework and Work in transit and shall 5.4.9. include completed operations insurance; insure against at least the following perils: f'ire, lightning, extended coverage, theft, vandalism and malicious mischief, 5.4.10. include contractual liability insurance covering earthquake, collapse, debris removal, demolition occasioned CONTRACTOR's indemnity obligations under paragraphs by enforcement of Laws and Regulations, water damage, · 6.12, 6.16 and 6.31 through 6.33;' ;~nd such other perils as may be specifically required by the 5.4.11. contain a- provision or endorsement that the 'Supplementary Conditions: coverage afforded will not be cancelled, materially changed or renewal refused until at least thirty days prior written 5.6.3. include expenses incurred in the repair or replace- notice has been given to OWNER and CONTRACTOR and ment of an>' insured property (including but not limited to to each other additional insured identified in the Supplemen- fees and charges of engineers and architects); tary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the 5.6.4. cover materials and equipment stored at the site or CONTRACTOR pui-suant to paragraph 5.3.2 will so pro- at another location that was agreed to in writing by OWNER vide); prior to being incorporated in the Work, provided that such materials and equipment have been included in an Applica- 5.4.12. remain in effect at least until final payment and at tion for Payment recommended by ENGINEER; and all times thereafter when CONTRACTOR may be correct- ' lng, removing or replacing defective Work in accordance 5.6.5. be maintained in effect until final payment is made with paragraph 13.12; and unless otherwise agreed to in writing by OWNER, CON- TRACTOR and ENGINEER with thirty days written notice 5.4.13. with respect to completed operations insurance, to each other additional insured to whom a certificate of and any insurance coverage written on a claims-made basis, insurance has been issued. remain in effect for at least two years after final payment (and CONTRACTOR shall furnish OWNER and each other additional insured identified in the SUpplementary Condi- 5.7. OWNER shall purchase and maintain such boiler and tions to whom a certificate of insurance has been issued machinery insurance or additional property insurance as may evidence satisfactory to OWNER and any such additional be required by the Supplementary Conditions or Laws and insured of continuation of such insurance at final payment Regulations which will include the interests of OWNER, and one year thereafter). CONTRA. CTOR, Subcontractors, ENGINEER, ENGINEER's Consultants and any other persons or entities identified in the Supplementary Conditions, each of whom is deemed to have OWNER's Liabilily Insurance: an insurable interest and shall be listed as an insured or additional insured. 5.5. In addition to the insurance required to be provided by CONTRACTOR under paragraph 5.4, OWNER, at OWNER's 5.8. All the policies of insurance (and the certificates or option, may purchase and maintain at OWNER's expense other evidence thereof) required to be purchased and main- OWNER's own liability insurance as will protect OWNER rained by OWNER in accordance with paragraphs 5.6 and 5.7 against claims which may arise from operations under the will contain a provision or endorsement that the coverage Contract Documents. afforded will not be cancelled or materially changed or renewal refused until at least thirty days' prior written notice has been Property Insurance: given to OWNER and CONTRACTOR and to each other : additional insured to whom a certificate of insurance has been 5.6. Unless otherwise provided in the Supplementary Con- issued and will contain waiver provisions in accordance with difions, OWNER shall purchase and maintain property insur- paragraph 5.1 I. 21 5.9. OWNER shall not be responsible for purchasing and 5.11.2.2. loss or damage to thc completed Project or maintaining any property insurance to protect the interests of part thereof caused by, arising out of or resulting from fire · CONTRACTOR, Subcontractors or others in the Work to the or other insured peril covered by any property insurance - extent of any deductible amounts that are identified in the maintained on the completed Project or part thereof by Supplementary Conditions. The risk of loss within such iden: OWNER during partial utilization pursuant to paragraph rifled deductible amount, will be borne by CONTRACTOR, 14.10, after substantial completion pursuant to paragraph Subcontractor or others suffering any such loss and if any of 14.8 or after final payment pursuant to paragraph 14.13. them Wishes property insurance coverage within the limits of Any insurance policy maintained by OWNER covering any such amounts, each may purchase and maintain it at the loss, damage or consequentialloss referred to in this paragraph purchaser's own expense. 5. I 1.2 shall contain provisions to the effect that in the event of payment of any such loss, damage or consequential loss the 5. I0. if CONTRACTOR requests in writing that other insurers will have no fights of recovery against any of CON- special insurance be included in the property insurance policies TRACTOR, Subcontractors, ENGINEER, ENGINEER's Con- provided under paragraphs 5.6 or 5.7, OWNER shall, if possi- sultants and the officers, directors, employees and agents of ble, include such insurance, and the cost thereof will be any of them. charged to CONTRACTOR by appropriate Change Order or Receipt and Application of Insurance Proceeds Written Amendment. Prior to commencement of the Work at the site, OWNER shall in writing advise CONTRACTOR 5.12. Any insured loss under the policies of insurance whether or not such other insurance has been procured by required by paragraphs 5.6 and 5.7 will be adjusted with OWNER and made payable to OWNER as fiduciary for the OWNER. insurers, as their interests may appear, subject to the require- ~ ' ments of any applicable mortgage clause and of paragraph 5.13. 5.11. Waiver of Rights: OWNER shall deposit in a separate account any money so received, and shall distribute it in accordance with such agree- 5.11.1. OWNER and CONTRACTOR intend that all merit as the parties in interest may reach. If no other special policies purchased in accordance with paragraphs 5.6 and agreement is reached the damaged Work shall be repaired or 5.7 will protect OWNER, CONTRACTOR, Subcontractors, replaced, the moneys so received applied on account thereof and the Work and the cost thereof covered by an appropriate ENGINEER, ENGINEER's Consultants and all other per- Change Order or Written Amendment. sons or entities identified in the Supplementary Conditions to be listed as insurers or additional insurers in such policie? 5.13. OWNER as fiduciary shall have power to adjust and and will provide primary coverage for all losses and damages settle any loss with the insurers unless one of the parties in caused by the perils covered thereby. All such policies shall interest shall object in writing within fifteen days after the contain provisions to the effect that in the event of payment occurrence of loss to OWNER's exercise of this power. If such · of any loss or damage the insurers will have no rights of objection be made, OWNER as fiduciary shall make settlement recovery against any of the insureds or additional insurers with the insurers in accordance with such agreement as the thereunder. OWNER and CONTRACTOR waive all rights parties in interest may reach. If no such agreement among the against each other and their respective officers, directors, parties in interest is reached, OWNER as fiduciary shall adjust employees and agents for all losses and damages caused by, and settle the loss with the insurers and, if required in writing arising out of or resulting from any of the perils covered by by any party in interest, OWNER as fiduciary shall give bond such policies and any other property insurance applicable to for the proper performance of such duties. the Work; and, in addition, waive all such rights against Subcontractors, ENGINEER, ENGINEER's Consultants Acceptance of Bonds and Insurance; Option to Replace: and all other persons or entities identified in the Supplemen- 5.14. If either party (OWNER or CONTRACTOR) has any tary Conditions to be listed as i nsureds or additional insurers objection to the coverage afforded by or other provisions of the under such policies for losses and damages so caused. None Bonds or insurance required to be purchased and maintained of the above waivers shall extend to the rights that any party by the other party in accordance with Article 5 on the basis of making such waiver may have to the proceeds of insurance non-conformance with the Contract Documents, the objecting held by OWNER as trustee or otherwise payable under any party shall so notify the other party in writing within ten days pOliCy SO issued, after receipt of the certificates (or other evidence requested) required by paragraph 2.7. OWNER and CONTRACTOR shall 5.11.2. In addition, OWNER waives all rights against each provide to the other such additional nformation in respect CONTRACTOR, Subcontractors, ENGINEER, ENGI- of insurance provided as the other may reasonably request. If NEER's Consultants and the officers, directors, employees either party does not ~urci~ase or maintain all of the Bonds and and agents of any of them, for: insurance required of such party by the Contract Documents, such party shall notify the other party in writing of such failure 5. I 1.2.1. loss due to business interruption, loss of use to purchase prior to the start of the Work, or of such failure to or other consequential loss extending beyond direct phys- maintain prior to any change in the required coverage. Without ical loss or damage to OWNER's property or the Work prejudice to any other right or remedy, the other party may caused by, arising out of or resulting from fire or other elect to obtain equivalent Bonds or insurance to protect such peril, whether or not insured by OWNER; and other party's interests at the expense of the party who was 22 required to provide such coverage, and a Change Order shall CONTRACTOR will not permit overtime work or the perfor- be issued to adjust the Contract Price accordingly, mance of Work on Saturday, Sunday or any legal holiday ..--- without OWNER's written consent given after prior written notice to ENGINEER. Pottial Utiligation--Property Insurance: '6.4. Unless otherwise specified in the General Require- 5.15. If OWNER finds it necessary to occupy or use a merits, CONTRACTOR shall furnish and assume full respon- · portion or portions of the Work prior to Substantial Completion sibility for all materials, equipment, labor, transportation, con- of all the Work, such use or occupancy may be accomplished in struction equipment and machinery, tools, appliances, fuel, accordance with paragraph 14.10; provided that no such use or power, light, heat, telephone, water, sanitary facilities, tempo- occupancy shall commence before the insurers providing the rary facilities and all other facilities and incidentals necessary property insurance have acknowledged notice thereof and in for the furnishing, performance, testing, start-up and comple- writing effected any changes in coverage necessitated thereby, tion of the Work. The insurers providing the property insurance shall consent by ' endorsement on the policy or policies, but the property insur- 6.5. All materials and equipment shall be of good quality ance shall not be cancelled or permitted to lapse on account of and new, except as otherwise provided in the Contract Docu- any such partial use or occupancy, ments. All warranties and guarantees specifically called for by the Specifications shall expressly run to the benefit of OWNER. If required by ENGINEER, CONTRACTOR shall furnish satisfactory evidence (including reports of required tests) as to ARTICLE 6--CONTRACTOR'S' RESPONSIBII~ITI ES the kind and quality of materials and equipment. All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with instructions of the applicable Supplier, except as otherwise prok, ided in the Supervision and Superintendence: Contract Documents. 6.1. CONTRACTOR shall supervise, inspect and direct the Work competently and efficiently, devoting such attention Progress Schedule: thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Con- 6.6. CONTR,-~CTOR shall adhere to the progress schedule tract Documents. CONTRACTOR shall be solely responsible established in accordance with paragraph 2.9 as it may be for the means, methods, techniques, sequences and procedures adjusted from time to time as provided below: of construction, but CONTRACTOR shall not be responsible · for the negligence of others in the design or specification of a 6.6.1. CONTRACTOR shall submit to ENGINEER for specific means, method, technique, sequence or procedure of acceptance (to the extent indicated in paragraph 2.9) pro- construction which is shown or indicated in and expressly posed adjustments in the progress schedule that will not required by the Contract Documents. CONTRACTOR shall be change the Contract Times (or Milestones). Such adjust- responsible to see that the completed Work complies accu- ments will conform generally tO the progress schedule then rarely with the Contract Documents. in effect and additionally will comply with any provisions of the General Requirements applicable thereto. 6.2. CONTRACTOR shall keep on the Work at all times during its progress a competent resident superintendent, who 6.6.2. Proposed adjustments in the progress schedule shall not be replaced without written notice to OWNER and that will change the Contract Times (or lVlilestones) shall be ENGINEER except under extraordinary circumstances. The submitted in accordance with the requirements of paragraph superintendent will be CONTRACTOR's representative at the 12.1. Such adjustments may only be made by a Change site and shall have authority to act on behalf of CONTRAC- Order or Written Amendment in accordance with Article 12. TOR. All communications to the superintendent shall be as binding as if given to CONTRACTOR. 6.7. Substitutes and "Or-Equal" Items: Labor, Materials and Equipment: 6.7.1. Whenever an item of materi~al or equipment is specified or described in the Contract Documents by using 6.3. CONTRACTOR shall, provide competent, suitably qual- the mime of a proprietary item or the name of a particular ified personnel to survey, lay out and construct the Work as Supplier, the specification or description is intended to required by the Contract Documents. CONTRACTOR shall at establish the type, function and quality required. Unless the all times maintain good discipline and order at the site. Except specification or description contains or is followed by words as otherwise required for the safety or protection of persons or reading that no like, equivalent or ~'or-equaI" item or no the Work or property at the site or adjacent thereto, and except substitution is permitted, other items of material or equip- as otherwise indicated in the Contract Documents, all Work at merit or material or equipment of other Suppliers may be - the site shall be performed during regular working hours and accepted by ENGINEER under the following circumstances: 23 6.7.1.1. "Or-Equal": If in ENGINEER's sole discre- construction is shown or indicated in and expressly required by tion an item of material or equipment proposed by CON- the Contract Documents, CONTRACTOR may furnish or TRACTOR is functionally equal to that named and suffi- utilize a substitute means, method, technique, sequence 'or ciently similar so that no change in related Work will be procedure of construction acceptable to ENGINEER.. CON- required, it may- be. considered by ENGINEER as an TRACTOR shall submit sufficient information to allow ENGI- "or-equal" item, in which case review and approval of the NEER., in ENGINEER's sole discretion, to determine that the propos, ed item may, in ENGINEER's sole discretion, be substitute proposed is equivalent to that expressly called for by accomplished without compliance with some or all of the the Contract Documents. The procedure for review by ENGI- . requirements for acceptance of proposed substitute items. NEER will be similar to that provided in subparagraph 6.7.1.2. 6.7.1.2. Substitute Items: if in ENGINEER's sole 6.7.3. Engineer's Evaluation: ENGINEER will be allowed discretion an item of material or equipment proposed by a reasonable time within which to evaluate each proposal or CONTRACTOR does not qualify as an "or-equal" item submittal made pursuant to paragraphs 6.7.1.2 and 6.7.2. under subparagraph 6.7. I.I, it will be considered a pro- ENGINEER will be the sole judge of acceptability. No "or- posed substitute item. CONTRACTOR shall submit suffi- equal" or substitute will be ordered, installed or utilized cient information as provided below to allow ENGINEER without ENGINEER's prior written acceptance which will be to determine that the item of material or equipment evidenced by either a Change Order or an approved Shop proposed is essentially equivalent to that named and an Drawing. OWNER may require CONTRACTOR to furnish at acceptable substitute therefor. The procedure for review CONTRACTOR's expense a special performance guarantee or by the ENGINEER will include the following as supple- other surety with respect to any "or-equal" or substitute. reenter in the General Requirements and as ENGINEER ENGINEER wilt record time required by ENGINEER and may decide is appropriate under the circumstances. Re- ENGINEER's Consultants in evaluating substitutes proposed quests for review of proposed substitute items of material or submitted by CONTRACTOR pursuant to paragraphs 6.7.1.2 or equipment will not be accepted by ENGINEER from and 6.7.2 and in making changes in the Contract Documents (or anyone other than CONTRACTOR. If CONTRACTOR in the provisions of any other direct contract with OWNER for wishes to furnish or use a substitute item of material or work on the Project) occasioned thereby. Whether or not equipment, CONTRACTOR shall first make written appli- ENGINEER accepts a substitute item so proposed or submit- cation to ENGINEER for acceptance thereof, certifying ted by CONTiLa, CTOR, CONTRACTOR shall reimburse that the proposed substitute will perform adequately the OWNER for the charges of ENGINEER and ENGINEER's functions and achieve the results called for by the general Consultants for evaluating each such proposed substitute item. design, be similar in substance to that specified and be suited to the same use as that specified. The application will state the extent, if any, to which the evaluation and Concerning Subcontractors, Suppliers and Others: · acceptance of the proposed substitute will prejudice CON- TRACTOR's achievement of Substantial Completion on 6.8.1. CONTRACTOR Shall not employ any Subcon- time, whether or not acceptance of the substitute for use in tractor, Supplier or other person or organization (including the Work will require a change in any of the Contract those acceptable to OWNER and ENGINEER as indicated Documents (or in the provisions of any other direct in paragraph 6.8.2), whether initially or as a substitute, contract with OWNER for work on the Project) to adapt against whom OWNER or ENGINEER may have reason- the design to the proposed substitute and whether or not able objection. CONTRACTOR shall not be required to incorporation or use of the substitute in connection with employ any Subcontractor, Supplier or other person or the Work is subject to payment of any license fee or organization to furnish or perform any of the Work against royalty. All variations of the proposed substitute from that whom CONTRACTOR has reasonable objection. specified will be identified in the application and available maintenance, repair and replacement service will be indi- 6.8.2. If the Supplementary Conditions require the iden- cared. The application will also contain an itemized esti- tity of certain Subcontractors, Suppliers or other persons or mate of all costs or credits that will result directly or organizations (including those who are to furnish the princi- indirectly from acceptance of such substitute, including pal items of materials or equipment) to be submitted to costs of redesign and claims of other contractors affected OWNER in advance of the specified date prior to the by the resulting change, all of which will be considered by Effective Date of the Agreement ['or acceptance by OWNER ENGINEER in evaluating the proposed substitute. EN- and ENGINEER, and if CONTRACTOR has submitted a GINEER may require CONTRACTOR to furnish addi- list thereof in accordance with the Supplementary Condi- tional data about the proposed substitute, dons, OWNER's or ENGINEER's acceptance (either in writing or by failing to make writte.n objection thereto by the 6.7.1.3. CONTRACTOR's Expense: All data to be date indicated for acceptance or objection in the bidding provided by CONTRACTOR in support of any proposed documents or the Contract Documents) of any such Subcon- "or-equal" or substitute item will be at CONTRACTOR's tractor, Supplier or other person or organization so identified expense, may be revoked on the basis of reasonable objection after due investigation, in which case CONTRACTOR shall sub- 6.7.2. Substitute Construction Methods or Procedares: Ifa mit an acceptable substitute, the Contract Price will be specific means, method, technique, sequence or procedure of adjusted by the difference in the cost occasioned by such 24 substitution and an appropriate Change Order will be issued of the Work or the incorporaiion in the Work of any invention, or Written Amendment signed. No acceptance by OWNER design, process, product or device which is the subject of "'-' or ENGINEER of any such Subcontractor, Supplier or other patent rights or copyrights held by others. If a particular person or organization shall constitute a waiver of any right invention, design, process, product or device is specified in the · of OWNER or ENGI'NEER to reject defective Work. Contract Documents for use in the performance of the Work and if to the actual knowledge of OWNER or ENGINEER its 6.9.1. CONTRACTOR shall be fully responsible to use is subject to patent rights or copyrights calling for the · OWN ER and. ENGINEER for all acts and omissions of the payment of any license fee or royalty to others, the existence of' Subcontractors, Suppliers and other persons and organiza- such rights shall be disclosed by OWNER in the Contract fions performing or fumishing any of the Work under a direct Documents. To the fullest extent permitted by Laws and or indirect contract with CONTRACTOR just as CON- Regulations, CONTRACTOR shall indemnify and hold harm- TRACTOR is responsible for CONTRACTOR's own acts less OWNER, ENGINEER, ENGINEER's Consultants and and omissions. Nothing in the Contract Documents shall the officers, directors, employees, agents and other consultants create for the benefit of any such Subcontractor. Supplier or of each and any of them from and against all claims, costs, " other person or o~anization any contractual relationship losses and damages arising out of or resulting from any between OWNER or ENGINEER and any such Subcon- infringement of patent rights or copyrights incident to the use in. tractor, Supplier or other person or organization, nor shall it the performance of the Work or resulting from the incorpgra- create any obligation on the part of OWNER or ENGI- tion in the Work of any invention, design, process, product or NEER to pay or to see to the payment of any moneys due device not specified in the Contract Documents. any such Subcontractor, Supplier or other person or organi- zation except as may otherwise be required by Laws and Regulations. i . Permits: 6.9.2. CON4-RACTOR shall be solely responsible for 6.13. Unless otherwise provided in the' Supplementary scheduling and coordinating the Work of Subcontractors, Conditions. CONTRACTOR shall obtain and pay for all con- Suppliers and other persons and organizations performing or struction permits and licenses. OWNER shall assist CON- furnishing any ofthe Work under a direct or indirect contract TRACTOR. when necessary, in obtaining such permits and with CONTRACTOR. CONTRACTOR shall require all Sub- licenses. CONTRACTOR shall pay all governmental charges contractors, Suppliers and such other persons and organiza- and inspection fees necessary for the prosecution of the Work, tions performing or furnishing any of the Work to communi- which are applicable at the time of opening of Bids, or, if there cate with the ENGINEER through CONTRACTOR. are no Bids, on the Effective Date of the Agreement., CON- TRACTOR shall pay all charges of utility owners for connec- 6.10. The divisions and sections of the Specifications and tions to the Work, and OWNER shall pay all cha~es of such the identifications of any Drawings shall not control CON- utility owners for capital costs related thereto such as plant · TRACTOR in dividing the Work among Subcontractors or investment fees. Suppliers or delineating the Work to be performed by any specific trade. 6.11. All Work performed for CONTRACTOR by a Sub- Laws arul Regulations: contractor or Supplier will be pursuant to an appropriate 6.14.1. CONTRACTOR shall give all notices and comply agreement between CONTRACTOR and the Subcontractor or with all Laws and Regulations applicable to furnishing and Supplier which specifically binds the Subcontractor or Supplier performance of the Work. Except where otherwise expressly to the applicable terms and conditions of the Contract Docu- ments for the benefit of OWN ER and ENGINEER. Whenever required by applicable Laws and Regulations, neitherOWNER nor ENGINEER shall be responsible for monitoring CON- any such agreement is with a Subcontractor or Supplier who is TRACTOR's compliance with any Laws or Regulations. listed as an additional insured on the property insurance provided in paragraph 5.6 or 5.7, the agreement between the 6.14.2. If CONTRACTOR performs any Work knowing CONTRACTOR and the Subcontractor or Supplier will con- or having reason to know that it is contrary to Laws or bain provisions whereby the Subcontractor or Supplier waives Regulations, CONTRACTOR shall bear all claims, costs, all rights against OWNER, CONTRACTOR, ENGINEER, losses and damages caused by, arising out of or resulting ENGINEER's Consultants and all other additional insurers for therefrom; however, it shall not be CONTRACTOR's pti- all losses and damages caused by, arising out of or resulting mary responsibility to make certain that the Specifications from any of the perils covered by such policies and any other and Drawings are in accordance with Laws and Regulations, property insurance applicable to the Work. If the insurers on but this shall not relieve CONTRACTOR of CONTRAC- any such policies require separate waiver forms to be signed by TOWs obligations under paragraph 3.3.2. any Subcontractor or Supplier, CONTRACTOR will obtain the same. T~.~es: Patent Fees and Royalties: 6.15. CONTRACTOR shall pay all sales, consumer, use '-- 6.12. CONTRACTOR shall pay all license fees and royal- and other similar taxes required to be paid'by CONTRACTOR ties and assume all costs incident to the use in the performance in accordance with the Laws and Regulations of the place of 25 the Project which are applicable during the performance of the the Work, these record documents, Samples and Shop Draw- Work. ings will be delivered to ENGINEER for OWNER. Use of Premises: Safety and Protection: 6.16. CONTRACTOR shall confine construction equip- 6.20. CONTRACTOR shall be. responsible for initiating, , ment, the storage of materials and equipment and the opera- maintaining and supervising all safety precautions and pro- ' tions of workem to the site and land and areas identified in and grams in connection with the Work. CONTRACTOR shall take permitted by the Contract Documents and other land and areas all necessary precautions for the safety of, and shall provide permitted by Laws and Regulations, fights-of-way, permits and the necessary protection to prevent damage, injury or loss to: easements, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment. 6.20.1. all persons on the Work site or who may be CONTRACTOR shall assume full responsibility for any dam- affected by the Work: age to any such land or area, or to the owner or occupant thereof or of any adjacent land or areas, resulting from the 6.20.2. all the Work and materials and equipment to be performance of the Work. Should any claim be made by any incorporated therein, whether in storage on or off the site; such owner or occupant because of the performance of the and Work, CONTRACTOR shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitra- 6.20.3. other property at the site or adjacent thereto, tion or other dispute resolution peoceeding or at law. CON- including trees, shrubs, lawns, walks, pavements, roadways, TRACTOR shall, td the fullest extent permitted by Laws and structures, utilities and Underground Facilities not desig- Regulations, indemnify and hold harmless OWNER, ENGI- hated for removal, relocation or replacement iff the course of NEER, ENGINEER's Consultant and anyone directly or construction. indirectly employed by any of them from and against all claims, costs, losses and damages arising out of or resulting from any CONTRACTOR shall comply, with all applicable La~vs and claim or action, legal or equitable, brought by any such owner Regulations of any public body having jurisdiction for safety of or occupant a,rainst OWNER, ENGINEER or any other party persons or property or to protect them from damage, injury or indemnified hereunder to the extent caused by or based upon loss; and shall erect and maintain all necessary safeguards for CONTRACTOR's performance of the Work. such safety and protection. CONTRACTOR shall notify own- ers of adjacent property and of Undergrouhd Facilities and 6.17. During the progress of the Work, CONTRACTOR utility owners when prosecution of the Work may affect them, shall keep the premises free from accumulations of waste and shall cooperate with them in the protection, removal, · materials, rubbish and other debris resulting from the Work. At relocation and replacement of their property. All damage, the completion of the Work CONTRACTOR shall remove all injury or loss to any property referred to in paragraph 6.20.2 or waste materials, rubbish and debris from and about the pre- 6.20.3 caused, directly or indirectly, in whole or in part, by raises as well as all tools, appliances, construction equipment CONTRACTOR, an? Subcontractor, Supplier or any other and machinery and surplus materials. CONTRACTOR shall person or organization directly or indirectly employed by any leave the site clean and ready for occupancy by OWNER at of them to perform or furnish any of the Work or anyone for Substantial Completion of the Work. CONTRACTOR shall whose acts any of them may be liable, shall be remedied by restore to original condition all property not designated for CONTRACTOR (except damage or loss attributable to the alteration by the Contract Documents. fault of Drawings or Specifications or to the acts or omissions of OWNER or ENGINEER or ENGINEER's Consultant or 6.18. CONTRACTOR shall not load nor permit any part of anyone employed by any of them or anyone for whose acts any any structure to be loaded in any manner that will endanger the of them may be liable, and not attributable, directly or indi- structure, nor shall CONTRACTOR subject any part of the rectly, in whole or in part, to the fault or negligence of Work or adjacent property to stresses or pressures that will CONTRACTOR or any Subcontractor, Supplier or other per- endanger it. son or organization directly or indirectly employed by any of them). CONTRACTOR's duties and responsibilities for safety and for protection of the Work shall continue until such time as Record Documents: all the Work is completed and ENGINEER has issued a notice to OWNER and CONTRACTOR in accordance with para- 6.19. CONTRACTOR shall maintain in a safe place at the graph 14.13 that the Work is acceptable (except as otherwise site one record copy of all Drawings, Specifications, Addenda, expressly provided in connection with Substantial Comple- Written Amendments, Change Orders. Work Change Direc- tion). tires, Field Orders and written interpretations and clarifica- tions (issued pursuant to paragraph 9.4) in good order and annotated to show all changes made during construction. Safer)' Representative: These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be 6.21. CONTRACTOR shall designate a qualified and expe- available to ENGINEER for reference. Upon completion of rienced safety representative at the site whose duties and 26 responsibilities shall be the prevention of accidents and the 6.25.1.1. all field measurements, quantities, dimen- maintaining and supervising of safety precautions and pro- siGns, specified performance criteria, installation require- ments, materials, catalog numbers and similar information .?- grams, with respect thereto, Hazard Communictnion Prograrax: 6.25.1.2. all materials with respect to intended use, fabrication, shipping,-handling, storage, assembly and · 6.22. CONTRACTOR shall be responsible for coordinating installation pertaining to the performance of the Work, and. any exchange of material safety data sheets or other hazard communication information required to be made available to or 6.25.1.3. all information relative to CONTRACTOR's exchanged between or among employers at the site in accor- sole responsibilities in respect of means, methods, tech- dance with Laws or Regulations. niques, sequences and procedures of construction and safety precautions and programs incident thereto. Emergencies: CONTRACTOR shall also have reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings 6.23. In emergencies affecting the safety or protection of and Samples and with the requirements of the Work and the persons or the Work or property at the site or adjacent Contract Documents. thereto, CONTRACTOR, without special instruction or au- thorization from OWNER or ENGINEER, is obligated to 6.25.2. Each submittal will bear a' stamp or specific act to prevent threatened damage, injury or loss. CON- written indication that CONTRACTOR has satisfied CON- TRACTOR shall give ENGINEER prompt written notice if TRACTOR's obligations under the Contact Documents with CONTRACTOR believes that any significant changes in the ' respect to CONTRACTOR'S review and appr, oval of that Work or variations from the Contract Documents have been submittal. caused thereby. If ENGINEER determines that a change in the Contract Documents is required because of the action 6.25.3. A~ the time of each submission, CONTRACTOR taken by CONTRACTOR in response to such an emergency, shall give ENG1NEER specific written notice of such var'i- a Work Change Directive or Change Order will be issued to ations, if any, that the Shop Drawing or Sample submitted document the consequences of such action, may have from the requirements of the Contract Documents, such notice to be in a written communication separate from the submittal: and. in addition,~shall cause a specific notation 6.24. Shop Drawings and Samples: to be made on each Shop Drawing and Sample submi[ted to ENGINEER for review and approval of each such variation. 6.24.1. CONTRACTOR shall submit Shop Drawings to · ENGINEER for review and approval in accordance with the accepted schedule of Shop Drawings and Sample submittals 6.26. ENGINEER will review and approve Shop Drawings (see paragraph 2.9). All submittals will be identified as and Samples in accordance with the schedule of Shop Draw- ENGINEER may require and in the number of copies ings and Sample submittals accepted by ENGINEER as re- specified in the General Requirements. The data shown on quired by paragraph 2.9. ENGINEER's review and approval the Shop Drawings will be complete with respect to quanti- will be only to determine if the items covered by the submittals ties, dimensions, specified performance and design criteria, will, after installation or incorporation in the Work, conform to materials and similar data to show ENGINEER the materi- the information given in the Contract Documents and be als and equipment CONTRACTOR proposes to provide and compatible with the design concept of the completed Project as tO enable ENGINEER to review the information for the a functioning whole as indicated by the Contract Documents. ENGINEER's review and approval will not extend to means, limited purposes required by paragraph 6.26. methods, techniques, sequences or procedures of construction 6.24.2. CONTRACTOR shall also submit Samples to (except where a particular means, method, technique, ENGINEER for review and approval in accordance with quence or procedure of construction is specifically and ex- said accepted schedule of Shop Drawings and Sample sub- pressly called for by the Contract Documents) or to safety mittals. Each Sample will be identified clearly as to material, precautions or programs incident thereto. The review and Supplier, pertinerit data such as catalog numbers and the use approval ora separate item as such will not indicate approval of for which intended and otherwise as ENGINEER may the assembly in which the item functions. CONTRACTOR require to enable ENGINEER to review the submittal for shall make corrections required by ENGINEER, and .shall the limited purposes required by paragraph 6.26. The numo return the required number of corrected copies of Shop Draw- b~rs of each Sample to be submitted will be as specified in ings and submit as required new Samples for review and approval. CONTRACTOR shall direct specific attention in the Specifications. writing to revisions other than the corrections called for by ENGINEER on previous submittals. 6.*-5. Submittal Procedures: 6.27. ENGINEER's review and approval of Shop Draw- 6.25.1. Before submitting each Shop Drawing or Sam- ings or Samples shall not relieve CONTRACTOR from respon- -- pie, CONTRACTOR shall have determined and verified: sibility for any variation from the requirements of the Contract 27 Documents unless CONTRACTOR has in writing called EN- 6.30.2.5. any acceptance by OWNER or any failure to GINEER's attention to each such variation at the time of do so; submission as required by paragraph 6.25.3 and ENGINEER has given written approval of each such variation by specific 6.30.2.6. any review and approval of a Shop Drawing written notation thereof incorporated in or accompanying the or Sample submittal or the issuance of a notice of accept- Shop Drawing or Sample approval; nor will any approval by ability by ENGINEER pursuant to paragraph 14.13; · ENGINEER relieve CONTRACTOR from responsibility for complying with the requirements of paragraph 6.25.1. 6.30.2.7. any inspection, test or approval by others; or 6.30.2.8. any correction of defective Work by OWNER. 6.28. Where a Shop Drawing or Sample is required by the Contract Documents or the schedule of Shop Drawings and Sample submissions accepted by ENGINEER as required by Indemnification: paragraph 2.9, any related Work performed prior to ENGI- NEER's review and approval of the pertinent submittal will be 6.31. To the fullest extent permitted by Laws and Regula- at the sole expense and responsibility o[' CONTRACTOR. tions. CONTRACTOR shall indemnify and hold harmless OWNER, ENGINEER, ENGINEER's Consultants and the officers, directors, employees, agents and other consultants of Continuing the Work: each and any of them from and against all claims, costs, losses and damages (including but not limited to all fees and charges 6.29. CONTRACTOR shall carry on the Work and adhere of engineers, architects, attorneys and other professionals and to the progres~ schedule during all disputes or disagreements, all court or arbitration or other dispute resolution costs) caused with OWNER. No Work shall be delayed or postponed pend- by, arising out of or resulting from the performance of the lng resolution of any disputes or disagreements, except as Work. provided that any such claim., cost, loss or damage:'(i) is permitted by paragraph 15.5 or as OWNER and CONTRAC- attributable to bodily injury, sickness, disease or death, or to TOR may otherwise agree in writing, injury to or destruction of tangible proper~y (other than the Work itself), including the loss of use resulting therefrom, and (ii') is caused in whole or in part by any negligent act or 6.30. CONTR.4CTOR's General Warranty and Guarantee: omission of CONTRACTOR, any Subcontractor, any Supplier, any person or organization directly or indirectly employed by 6.30.1. CONTRACTOR warrants and guarantees to any of them tO perform or furnish any of the Work or anyone OWNER, ENGINEER and ENGINEER's Consultants that for whose acts any of them may be liable, regaedless of whether , all Work will be in accordance with the Contract Documents or not caused in part by any negligence or omission of a person and will not be defective. CONTRACTOR's warranty and or entity indemnified hereunder or whether liability is imposed guarantee hereunder excludes defects or damaee caused by: upon such indemnified party by Laws and Regulations regard- ' less of the negligence of any such person or entity. 6.30. I. I abuse, modification or improper maintenance .¥, · · 6 .... In any and all claims a_.e. ainst OWNER or ENGI- or operation by persons other than CONTRACTOR, Sub- NEER or any of their respective consultants, agents, officers, contractors or Suppliers; or directors or employees by any employee (or the survivor or personal representative of such employee) of CONTRACTOR, 6.30.1.2. normal wear and tear under normal usage, any Subcontractor, any Supplier, any person or organization directly or indirectly employed by any of them to perfo'rm or 6.30.2. CONTRACTOR's obligation to perform and rom- furnish any of the Work, or anyone for whose acts any of them plete the Work in accordance with the Contract Documents may be liable, the indemnification obligation under paragraph shall be absolute. None of the following will constitute an 6.31 shall not be limited in any way by any limitation on the acceptance of Work that is not in accordance with the amount or type of damages, compensation or benefits payable Contract Documents or a release of CONTRACTOR's obli- by or for CONTRACTOR or any such Subcontractor, Supplier gation to perform the Work in accordance with the Contract or other person or organization under workers' compensation Documents: acts, disability benefit acts or other employee benefit acts. 6.30.2.1. observations by ENGINEER; 6.33. The indemnification obligations of CONTRACTOR under paragraph 6.31 shall not extend to the liability of ENGI- 6..~0.2:_. recommendation of any progress or final NEER and ENGINEER's Consultants. of'ricers, direr:tots, payment by ENGINEER; employees or agents caused by the professional negligence, errors or omissions of any of them. 6.30.2.3. the issuance of a certificate of Substantial Completion or any payment by OWNER to CONTRAC- TOR under the Contract Documents; Survival of Obligations: 6.30.2.4. use or occupancy of the Work or any part 6.34. All representations, indemnifications, warranties and thereof by OWNER; guarantees made in. required by or given in accordance with 28' the Contract Documents, as well as all continuing obligations Coordination: __ indicated in the Contract Documents, will survive final pay- · ' merit, completion and acceptance of the Work and termination 7.4. If OWNER contracts with others for the performance of other work on the Project at the site, the following will be set or completion of the Agreement. forth in Supplementary Conditions: 7.4.1. the-person, firm or corporation who will have · authority and responsibility for coordination of the activities' ARTICLE 7~THER WORK among the various prime contractors will be identified; 7.4.2. the specific matters to be covered by such author- ity and responsibility will be itemized; and Related Work at Site: 7.4.3. the extent of such authority and responsibilities .' will be provided. 7.1. OWNER may perform other work related to the Project at the site by OWNER's own forces, or let other Unless otherwise provided in the Supplementary Condi- direct contracts therefor which shall contain General Condi- tions, OWNER shall have sole authority and responsibility in tions similar to these, or have other work performed by respect of such coordination. utility owners, if the fact that such other work is to be performed was not noted in the Contract Documents, then: (i) written notice thereof will be' given to CONTRACTOR prior to starting any such other work, and (ii) CONTRAC- ARTICLE 8--OWNER'S RESPONSIBILITIES TOR may make a claim therefor as provided in Articles I1 and 12 if CONTRACTOR believes that such performance 8.1. Except as otherwise provided in these General Condi- will involve additional expense to CONTRACTOR or re- tions, OWNER shall issue all communications to CONTRAC- quires additional time and the parties are unable to a~ree as to the amount or extent thereof. ~ TOR through ENGINEER. 8.2. In case of termination of the employment of ENGI- 7.2. CONTRACTOR shall afford each other contractor NEER, OWNER shall appoint an engineer against whom who is a party to such a direct contract and each utility CONTRACTOR makes no reasonable objection, whose status owner (and OWNER, if OWNER is performing the addi- under the Contract Documents shall be that of the former tional work with OWNER's employees) proper and safe ENGINEER. access to the site and a reasonable opportunity for the · introduction and storage of materials and equipment and the 8.3. OWNER shall furnish the data required of OWNER execution of such other work and shall properly connect and under the Contract Documents promptly and shall make pay- coordinate the Work with theirs. Unless otherwise provided merits to CONTRACTOR promptly when they are due as in the Contract Documents, CONTRACTOR shall do all provided in paragraphs 14.4 and 14.13. cutting, fitting and patching of the Work that may be required to make its several parts come together properly and inte- 8.4. OWNER's duties in respect of providing lands and grate with such other work. CONTRACTOR shall not eh- easements and providing engineering surveys to establish tel- danger any work of others by cutting, excavating or other- erence points are set for-th in paragraphs 4.1 and 4.4. Paragraph wise altering their work and will only cut or alter their work 4.2 refers to OWNER's identifying and making available to with the written consent of ENG1NEER and the others CONTRACTOR copies of reports of explorations and tests of whose work will be affected. The duties and responsibilities subsurface conditions at the site and drawings of physical of CONTRACTOR under this paragraph are for the benefit of conditions in existing structures at or contiguous to the site that such utility owners and other contractors to the extent that have been utilized by ENGINEER in preparing the Contract there are comparable provisions for the benefit of CON- Documents. TRACTOR in said direct contracts between OWNER and 8.5. OWNER's responsibilities in respect of purchasing such ufility owners and other contractors. and maintaining liability and property insurance are set forth in 7.3. If the proper execution or results of any part of paragraphs 5.5 through 5.10. CONTRACTOR's Work depends upon work performed by 8.6. OWNER is obligated to execute Change Orders as others under this Article 7, CONTRACTOR shall inspect such indicated in paragraph 10.4. other work and promptly report to ENGINEER in writing any delays, defects or deficiencies in such other work that render it 8.7. OWNER's responsibility in respect of certain inspec- unavailable or unsuitable for the proper execution and results tions, tests and approvals is set forth in paragraph 13.4. of CONTRACTOR's Work. CONTRACTOR's failure so to report will constitute an acceptance of such other work as fit 8.8. In connection with OWNER's right to stop Work or and proper for integration with CONTRACTOR's Work except suspend Work, see paragraphs 13.10 and 15. I. Paragraph 15.2 ' -- for latent or nonapparent defects and deficiencies in such other deals with OWNER's right to terminate services of CON- work. TRACTOR under certain circumstances. 29 8.9. The OWNER shall not supervise, direct or have observations of CONTRACTOR's Work ENGINEER will not control or authority over, nor be responsible for, CONTRAC- supervise, direct, control or have authority over or be respon- TOWs means, methods, techniques, sequences or procedures sible for CONTRACTOR's means', methods, techniques, of construction or the safety precautions and programs incident quences or procedures of construction, or the safety precau- thereto, or for any failure of CONTRACTOR to comply with tions and programs incident thereto, or for any failure of Laws and Regulations applicable to the furnishing or perfor- CONTRACTOR to comply with Laws and Regulations appli- mance of the Work. OWNER will not be responsible for cable to the furnishing or performance of the Work. · CONTRACTOR's failure to perform or furnish the Work in accordance with the Contract Documents. Project Representative: 8.10. OWNER'S responsibility in respect of undisclosed 9.3. If OWNER and ENGINEER agree, ENGINEER will Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive furnish a Resident Project Representative to assist ENGI- . Materials uncovered or revealed 'at the site is set forth in NEER in providing more continuous observation of the Work. ' paragraph 4.5. The responsibilities and authority and limitations thereon of any such Resident Project Representative and assistants will be 8.11. If and to the extent OWNER has agreed to furnish as provided in paragraph 9.13 and in the Supplementary CONTRACTOR reasonable evidence that financial arrange- Conditions. If OWNER designates another representative or merits have been made to satisfy OWNER's obligations under agent to represent OWNER at the site who is not ENGI- the Contract Documents, OWNER's responsibility in respect NEER's Consultant, agent or employee, the responsibilities thereof will be as set forth in the Supplementary Conditions. and authority and' limitations thereon of such other person will be as provided in the Supplementary Conditions. ARTICLE 9--ENGINEER'S STATUS DURING Clarifications and Interpretations: CONSTRUCTION 9.4. ENGINEER will issue with reasonable promptness such written clarifications or interpretations of the require- ments of the Contract Documents (in the form of Drawings or OWNER's Representative: otherwise) as ENGINEER may determine necessary, which ~ shall be consistent with the intent of and reasonably inferable 9.1. ENGINEER will be OWNER's representative during from Contract Documents. Such written clarifications and the construction period. The duties and responsibilities and the interpretations will be binding on OWNER and CONTRAC- · limitations of authority of ENGINEER as OWNER's repre- TOR. If OWNER or CONTRACTOR believes that a written sentative during construction are set forth in the Contract clarification or interpretation justifies an adjustment in the Documents and shall not be extended without written consent Contract Price or the Contract Times and the parties are unable of OWNER and ENGINEER. to agree to the amount or extent thereof, if any, OWNER or CONTRACTOR may make a written claim tfierefor as pro- - vided in Article 1 I or Article 12. Visits to Site: 9.2. ENGINEER will make visits to the site at intervals Authorized Variations in Work: appropriate to the various stages of construction as ENGI- NEER deems necessary in order to observe as an experienced 9.5. ENGINEER may authorize minor variations in the and qualified design professional the progress that has been Work from the requirements or'the Contract Documents which made and the quality of the various aspects of CONTRAC- do not involve an adjustment in the Contract Price or the TOR's executed Work. Based on information obtained during Contract Times and are compatible with the design concept of such visits and observations, ENGINEER will endeavor for the completed Project as a functioning whole as indicated by the benefit of OWNER to determine, in general, if the Work is the Contract Documents, These may be accomplished by a proceeding in accordance with the Contract Documents. EN- Field Order and will be binding on OWNER and also on GINEER will not be required to make exhaustive or continu- CONTRACTOR whoshall performthe Workinvolved promptly. ous on-site inspections to check the quality or quantity o[' the If OWNER or CONTRACTOR believes that a Field Order Work. ENGINEER's efforts will be directed toward providing justifies an adjustment in the Contract Price or the Contract for OWNER a greater degree rjr confidence that the completed Times and the parties are unable to agree as to the amount or Work will conform generally to the Contract Documents. On extent thereof, OWNER or CONTRACTOR may make a the basis of such visits and on-site observations, ENGINEER written claim therefor as provided in Article I 1 or 12. will keep OWNER informe,d of the progress of the Work and will endeavor to guard OWNER against defective Work. EN- GINEER's visits and on-site observations are subject to all the Rejecting Defective Work: limitations on ENGINEER's authority and responsibility set forth in paragraph 9.13, and particularly, but without limitation, 9.6. ENGINEER will have authority to disapprove or during or as a result of ENGINEER's on-site visits or reject Work which ENGINEER believes to be defective, or 30 that ENGINEER believes will not produce a completed ProJect to ENGINEER and the other party to the Agreement promptly that conforms to the Contract Documents or that will prejudice (but in no event later than thirty days) after the start of the · "-- the integrity of the design concept of the completed ProJect as occurrence or event giving rise thereto, and written supporting a functioning whole as indicated by the Contract Documents. data will be submitted to ENGINEER and the other party · ENGINEER will also halve authority to require special inspec- within sixty days after the start of such occurrence or event tion or testing of the Work as provided in paragraph 13.9, unless ENGINEER allows an additional period of time for the whether or not the Work is fabricated, installed or completed, subm'ission of additional or more accurate data in support of. · such claim, dispute or Other matter. The opposing party shall submit any response to ENGINEER and the claimant within Shop Drawings, Change Orders and'Payments: thirty days after receipt of the claimant's last submittal (unless ENGINEER allows additional time). ENGINEER will render 9.7. In connection with ENGINEER's authority as to a formal decision in writing within thirty days after receipt of Shop Drawings and Samples, see paragraphs 6.24 through 6.28 the opposing party's submittal, if any. in accordance with this inclusive, paragraph. ENGINEER's written decision on such claim, dispute or other mutter will be final and binding upon OWNER 9.8. In connection with ENGINEER's authority as to and CONTRACTOR unless: (i) an appeal from ENGINEER's Change Orders. see Articles 10. I 1, and 12. decision is taken ,,,.ithin the time limits and in accordance with the procedures set forth in EXHIBIT GC-A, "DispUte Reso- 9.9. In connection with ENGINEER's authority' as to lution Agreement." entered into between OWNER and CON- Applications for Payment, see Article 14. TRACTOR pursuant to Article 16, or (ii) if no such Dispute Re.,,olution Agreement has been entered into. a written notice Determinatioasfor Unit Prices: of intention to appeal from ENGINEER's written decision is delivered by OWN ER.or. CONTRACTOR to the other and to 9.10. ENGINEER v, ill determine lhe actual quantities and ENGINEER within thirty days after the date of such decision classifications of Unit Price Work performed by CONTRAC- and a formal proceeding is instituted by' the appealing putty in TOR. ENGINEER will review with CONTRACTOR the EN- a forum of competent jurisdiction to exercise such rights or GINEER's preliminary determinations on such matters before remedies as the appealing party may h.ave with respect to such rendering a written decision thereon (by recommendation of an claim, dispute or other matter in accordance with applicable Application for Payment or otherwise). ENGINEER's written Laws and Regulations within sixty' days of the date of such decision thereon will be final and binding upon OWNER and decision, unless otherx~.ise agreed in writing by OWNER and CONTRACTOR, unless, within ten days after the date of any CONTRACTOR. such decision, either OWNER or CONTRACTOR delivers to · the other and to ENGINEER written notice of intention to 9.12. When functioning as interpreter and judge under appeal from ENGINEER's decision and: (i) an appeal from paragraphs 9.10 and 9.1t. ENGINEER will notshow partiality ENGINEER's decision is taken within the time limits and in to OWNER or CONTRACTOR and will not be liable in accordance with the procedures set forth in Exhibit GC-A, connection with any interpretation or decision rendered in "Dispute Resolution Agreement," entered into between good faith in such capacity. The rendering of a decision by OWNER and CONTRACTOR pursuant to Article 16, or (ii) if ENGINEER pursuant to paragraphs 9.10 or 9.11 with respect no such Dispute Resolution Agreement has been entered into, to any such claim, dispute or other matter (except any which a formal proceeding is instituted by the appealing party in a have been waived by the making or acceptance of final forum of competent jurisdiction to exercise such rights or payment as provided in paragraph 14.15) will be a condition remedies as the appealing party may have with respect to precedent to any exercise by OWNER or CONTRACTOR of ENGI N EER's decision, unless otherwise agreed in writing by ' OWN ER and CONTRACTOR. Such appeal will not be subject such rights or remedies as either may otherwise have under the to the procedures of paragraph 9.1 I. Contract Documents or by Laws or Regulations in respect of ~ any such claim, dispute or other matter pursuant to Article 16. Decisions on Disputes: 9.13. Limitations on ENGINEER's .4uthorily and Responsibilin'es: 9.11. ENGINEER will be the initial interpreter of the requirements of the Contract Documents and judge of the 9.13.1. Neither ENGINEER's authority or responsibil- acceptability of the Work thereunder. Claims, disputes and ity under th. is Article 9 or under any other provision of the other matters relating to the acceptability of the Work or the Contract Documents nor any decision made by ENGINEER interpretation of the requirements of the Contract Documents in good faith either to exercise or not exercise such authority pertaining to the performance and furnishing of the Work and or responsibility or the undertaking, exercise or performance Claims under Articles 11 and 12 in respect of changes in the of any authority or responsibility by ENGINEER shall Contract Price or Contract Times will be referred initially to create, impose orgive rise to any duty owed by ENGINEER ENGINEER in writing with a request for a formal decision in to CONTRACTOR, any Subcontractor, any Supplier, any _ accordance with this paragraph. Written notice of each such other person or organization, or to any surety for or em- claim, dispute or other matter wilt be delivered by the claimant ployee or agent of any of them. 31 9.13.2. ENGINEER will not supervise, direct, control 10.4. OWNER and coNTRACTOR shall execute appro- or have authority over or be responsible for CONTRAC- priate Change Orders recommended by ENGINEER (or Writ- TOR's means, methods, techniques, sequences or proc¢- ten Amendments)covering: ' dures of construction, or the safety precautions and pro- grams incident thereto., orforany failure of CONTRACTOR 10.4.1. changes in the Work which are (D ordered" by to comply with Laws and Regulations applicable to thc OWNER pursuant to p~iragraph 10.1, (ii) required because of furnishing or performance of the Work. ENGINEER will not acceptance of defective Work under paragraph 13.13 or be responsible for CONTRACTOR's failure to perform or correcting defective Work under paragraph 13.14, or (iii)- furnish the Work in accordance with the Contract Docu- agreed to by the parties; ments. 10.4.2. changes in the Contract Price or Contract Times 19.13.3. ENGINEER will not be responsible for the acts which are agreed to by the parties; and or omissions of CONTRACTOR or of any Subcontractor, any Supplier, or of any other person or organization perform- 10.4.3. changes in the Contract Price or Contract Times lng or furnishing any of the Work. which embody' the substance of any written decision ren- dered by ENGINEER pursuant to paragraph 9. 9.13.4. ENGINEER's review of the final Application for Payment and accompanying documentation and all mainte- provided that. in lieu of executing any such Change Order, an hence and operating instructions, schedules, guarantees, appeal may be taken from any such decision in accordance bonds and certificates of inspection, tests and approvals and with the provisions of the Contract Documents. and applicable Other documentation required to be delivered by paragraph Laws and Regulations. but during any such appeal, CON- 14.12 will only be to determine generally that their content TRACTOR shall carry on the Work and adhere to the progress complies with the requirements of, and in the case of schedule as provided in paragraph 6.29. certificates of inspections, tests and approvals that the results certified indicate compliance with, the Contract Doc- 10.5. If notice of any' change affecting the general scope of uments, the Work or the provisions of the Contract Documents (includ- ing, but not limited to, Contract Price pi' Contract Times) is 9.13.5. The limitations upon authority and responsibility required by the provisions of any Bond to be given to a surety', set forth in this paragraph 9.13 shall also apply to ENGI- the giving of any such notice will be CONTRACTOR's respon- NEER's Consultants, Resident Project Representative and sibility, and the amount of each applicable Bond will be assistants. ! adjusted accordingly. ARTICLE 10-~CHANGES IN THE WORK ARTICLE II--CHANGE OF CONTRACT PRICE 11.1. The Contract Price constitutes the'total compensa- I0.1. Without invalidating the Agreement and without tion (subject to authorized adjustments) payable to CON- notice to any surety, OWNER may, at any time or from time TRACTOR for performing the Work. All duties, responsibili- to time, order additions, deletions or revisions in the Work. tiesandobligationsassigned toorundertakenbyCONTRACTOR Such additions, deletions or revisions will be authorized by shall be at CONTRACTOR's expense without change in the a Written Amendment, a Change Order, or a Work Change Contract Price. Directive. Upon receipt of any such document, CONTRAC- TOR shall promptly proceed with the Work invol.ved which 11.2. The Contract Price may only' be changed by a Change will be performed under the applicable conditions of the Order or by ,4 Written Amendment. Any claim for an adjust- Contract Documents (except as otherwise specifically pro- ment in the Contract Price shall be based on written notice vialed), delivered by the party making the claim to the other party and to ENGINEER promptly (but in no event later than thirty 10.2. If' OWNER and CONTRACTOR are unable to agree days) after the start of the occurrence or event giving rise to the as to the extent, if any. of an adjustment in the Contract Price claim and stating the general nature of the claim. Notice of the or an adjustment of the Contract Times that should be allowed amount of the claim with supporting data shall be delivered as a result of a Work Change Directive, a claim may be made within sixty days after the start of such occurrence or event therefor as provided in Article I t or Article 12. (unless ENGINEER allows additional time for claimant to submit additional or more accurate data in support of the claim) 10.3. CONTRACTOR shall not be entitied to an increase in and shall be accompanied by claimant's written statement that the Contract Price or an extension of the Contract Times with the adjustment claimed covers all known amounts to which the respect to any Work performed that is not required by the claimant is entitled as a result of said occurrence or event. All Contract Documents as amended, modified and supplemented claims for adjustment in the Contract Price shall be determined as provided in paragraphs 3.5 and 3.6 except in the case of an by ENGINEER in accordance with paragraph 9.11 if OWNER emergency as provided in paragraph 6.23 or in the case of and CONTRACTOR cannot other'vise agree on the amount uncovering Work as provided in paragraph 13.9. involved. No claim for an adjustment in the Contract Price will 32 be valid if not submitted in accordance with this paragraph cash discounts shall accrue to OWNER. All trade discounts, 11.2. rebates and refunds and returns from sale of surplus mat.eri- "~ als and equipment shall accrue to OWNER, and CON- 11.3. ThevalueofanyWorkcoveredbyaChangeOrderor TRACTOR shall make provisions so that they may be · of any claim for an adjustment in the Contract Price will be obtained. deter-mined as follows: 11.4.3. Payments made by CONTRACTOR to the Sub- . 11.3.1. where the Work involved is covered by unit contractors for Work performed or furnished by Subcontrac-' prices contained in the Contract Documents, by application tots. If required by OWNER, CONTRACTOR shall obtain of such unit prices to the quantities of the items involved competitive bids from subcontractors acceptable to OWNER (subject to the provisions of paragraphs !1.9.1 through and CONTRACTOR and shall deliver such bids to OWNER 11.9.3, inclusive); who will then determine, with the advice of ENGINEER, which bids, if any, will be accepted. If any subcontract .. 11.3.2. where the Work involved is not covered by unit provides that the Subcontractor is to be paid on the basis of prices contained in the Contract Documents, by a mutually Cost of the Work Plus a fee, the Subcontractor's Cost of the agreed lump sum (which may include an allowance for Work and fee shall be determined in the same manner as overhead and profit not necessarily in accordance with CONTRACTOR's Cost of the Work and fee as provided in paragraph 11.6.2); paragraphs 11.4, 11.5, 11.6 and 11.7. Ail subcontracts shall be subject to the other provisions of'the Contract Documents 11.3.3. where the Work involved is not covered by unit insofar as applicable. prices contained in the Contract' Documents and agreement to a lump sum is not reached under paragraph 11.3.2, on the 11.4.4. Costs of special consultants (including but not basis of the Cost of the Work (determined as provided in limited to engineers, architects, testing laboratories, survey- paragraphs 11.4 and 11.5) plus a CONTRACTOR's fee for ors, attorneys and accountants) employed for services spe- o~;erhead and. profit (determined as provided in paragraph cifically related to the Work. 11.6). 11.4.5. Supplemental costs including the following: Cost of the Work: 11.4.5.1. The proportion of necessary transportation, travel and subsistence expenses of CONTRACTOR's em- I 1.4. The term Cost of the Wo'rk means the sum of all costs ployees incurred in discharge of duties connected with the necessarily incurred and paid by CONTRACTOR in the proper Work. performance of the Work. Except as otherwise may be agreed · to in writing by OWNER, such costs shall be in amounts no 11.4.5.2. Cost. including transportation and mainte- higher than those prevailing in the locality of the Project, shall nance, of all materials, supplies, equipment, machinery, include only the following items and shall not include any of the appliances, office and temporary facilities at the site and costs itemized in paragraph 11.5: hand tools not owned by the workers, which are con- sumed in the performance of the Work, and cost less 11.4.1. Payroll costs for employees in the direct employ market value of such items used but not consumed which of CONTRACTOR in the performance of the Work under remain the property of CONTRACTOR. schedules of job classifications agreed upon by OWNER and CONTRACTOR. Such employees shall include without lira- 11.4.5.3. Rentals of all construction equipment and itation superintendents, foremen and other personnel em- machinery and the parts thereof whether rented from ployed full- time at the site. Payroll costs for employees not CONTRACTOR or others in accordance with rental agree- employed full time on the Work shall be apportioned on the ments approved by OWNER with the advice of ENGI- basis of their time spent on the Work. Payroll costs shall NEER, and the costs of transportation, loading, unload- include, but not be limited to, salaries and wages plus the ina. installation, dismantling and removal thereof--all in cost of fringe benefits which shall include social security accordance with the terms of said rental agreements. The contributions, unemployment, excise and payroll taxes, work- rental of any such equipment, machinery or [/arts shall ers' compensation, health and retirement benefits, bonuses, cease when the use thereof is no longer necessary for the sick leave, vacation and holiday pay applicable thereto. The Work. expenses of performing Work after regular working hours, on Saturday, Sunday or legal holidays, shall be included in 11.4.5.4. Sales, consumeD use or similar taxes related the above to the extent authorized by OWNER. to the Work, and for which CONTRACTOR is liable, imposed by Laws and Regulations. 11.4.2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation 11.4.5.5. Deposits lost for causes other than negli- and storage thereof, and Suppliers' field services required in genre of CONTRACTOR, any Subcontractor or anyone · connection therewith. All cash discounts shall accrue to directly or indirectly employed by any of them or for -- CONTRACTOR unless OWNER deposits funds with CON- whose acts any of them may be liable, and royalty TRACTOR with which to make payments, in which case the payments and fees for permits and licenses. 33 1 !.4.5.6. Losses and damages (and related expenses) 11.5.5. Costs due to the negligence of CONWRAC- caused by damage to the Work, not compensated by TOR, any Subcontractor, or anyone directly or indi- insurance or otherwise, sustained by CONTRACTOR in rectly employed by any of them or for whose acts any connection with the .performance and furnishing of the of them may be liable, including but not limited to, the Work (except losses and damages within the deductible correction of defective Work, disposal of materials or amounts of property insurance established by OWNER in _ equipment wrongly supplied and making good any · accordance with paragraph 5.9}, provided they have re- sulted from causes other than the negligence of CON- damage to property. TRACTOR, any Subcontractor, or anyone directly or Other overhead or general expense costs of any kind indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settle- and the costs o(:any item not specifically and expressly ments made with the written consent and approval of included in paragraph I1.4. OWNER. No such losses, damages and expenses shall be included in the Cost of the Work for the purpose of 11.6. The CONTRACTOR's fee allowed to CONTRAC- determining CONTRACTOR's fee. If, however, any such TOP, for overhead and profit shall be determined as follows: loss or damage requires reconstruction and CONTRAC- TOR is placed in charge thereof, CONTRACTOR shall be ! 1.6.1. a mutually acceptable fixed fee; or paid for services a fee proportionate to that stated in paragraph 11.6.2. 11.6.2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various 11.4.5.7. The cost of utilities, fuel and sanitary facili- portions of the Cost of the Work: ~ . ties at the site. 11.6.2.1. for costs incurred under paragraphs 11.4.1 11.4.5.8. Minor expenses such as telegrams, long dis- and 11.4.2, the CONTRACTOR's fee shall be fifteen · tance telephone calls, telephone service at the site, ex- percent; pressage and similar petty cash items in connection with the Work. II .6.2.2. for costs incurred under paragraph 11.4.3, the CONTRACTOR's fee shall be five percent: II.4.5.9. Cost of premiums for additional Bonds and insurance required because of changes in the Work. 11.6.2.3. where one or more tiers of subcontracts are ' on the basis of Cost of the Work plus a'fee and no fixed fee is agreed upon, the intent of paragraphs 11.4.1, 11.4.2, I 1.5. The term Cost of the Work shall not include any of 11.4.3 and 11.6.2 is that the Subcontractor who actually · the following: performs or furnishes the Work, at whatever tier, will be paid a fee of fifteen percent of the costs incurred by such 11.5.1. Payroll costs and other compensation of CON- Subcontractor under paragraphs I 1.4.1 and 11.4.2 and that TIL,~CTOR's officers, executives, principals (of partnership any higher tier Subcontractor and CONTRACTOR will and sole proprietorships), general managers, engineers, ar- each be paid a fee of five percent of the amount paid to the chitects, estimators, attorneys, auditors, accountants, pur- next lower tier Subcontractor; chasing and contracting agents, expediters, timekeepers, clerks and other personnel employed by CONTRACTOR 11.6.2.4. no fee shall be payable on the basis of costs whether at the site or in CONTRACTOR's principal or a itemized under paragraphs 11.4.4, 11.4.5 and 11.5; branch office for general administration of the Work and not specifically included in the agreed upon schedule of job 11.6.2.5. the amount o~'credit to be allowed by CON- classifications referred to in paragraph I 1.4.1 or specifically TRACTOR to OWNER for any change which results in a covered by paragraph l 1.4.4.--all of which are to be consid- net decrease in cost will be the amount of the actual net ered administrative costs covered by the CONTRACTOR's decrease in cost plus a deduction in CONTRACTOR's fee fee. by an amount equal to five percent of such net decrease; and 11.5.2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR's office at the site. 11.6.2.6. when both additions and credits are involved in any one change, the adjustment in CONTRACTOR's 11.5.3. Any part of CONTRACTOR's capital expenses, fee shall be computed on the basis of the net change in including interest on CONTRACTOR's capital employed for accordance with paragraphs ! 1.6.2.1 through 11.6.2.5, . the Work and charges against CONTRACTOR for delin- inclusive. quent payments. 11.7. Whenever the cost ol~ any Work is to be determined 11.5.4. Cost of premiums for all Bonds and for all pursuant to paragraphs I1.4 and 11.5, CONTRACTOR wilt insurance whether or not CONTRACTOR is required by the establish and maintain records thereof in accordance with Contract Documents to purchase and maintain the same generally accepted accounting practices and submit in form (except for the cost of premiums covered by subparagraph acceptable to ENGINEER an itemized cost breakdown to- 11.4.5.9 above), gerber with supporting data. 34- Cash Allowances: of having incurred additional expense or OWNER be- ._ lieves that OWNER is entitled to a decrease in Contract 11.8. It is understood that CONTRACTOR has included in Price and the parties are unable to agree as to the amount · the Contract Price all allowances so named in the Contract of any such increase or decrease. " Documents and shall cause the Work so covered to be fur- nished and performed for such sums as may be acceptable to OWNER and ENGINEER· CONTRACTOR agrees that: · ARTICLE 12---CHANGE OF CONTRACT TIMES II.8.1. the allowances include the cost to CONTRAC- TOR (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the 12.1. The Contract Times (or Milestones) may only be site, and all applicable taxes; and changed by a Change Order or a Written Amendment. Any claim for an adjustment of the Contract Times (or Milestones) 11.8.2. CONTRACTOR's costs for unloading and hah- shall be based on written notice delivered by the party making dling on the site, labor, installation costs, overhead, profit and other expenses contemplated for the allowances have the claim to the other party and to ENGINEER promptly (but been included in the Contract Price and not in the allowances in no event later than thirty days) after the occurrence of the and no demand for additional payment on account of any of event giving rise to the claim and stating the general nature of' the foregoing will be valid, the claim. Notice of' the extent of the claim with supporting data shall be delivered within sixty days after such occurrence Prior to final payment, ar{ appropriate Change Order will be (unless ENGINEER allows an additional period of time to . issued as recommended by ENGINEER to reflect actual ascertain more accurate dar,4 i'n support of the claim) and shall amounts due CONTRACTOR on account of Work covered by be accompanied by the claimant's written statement that the allowances, and the Contract Price shall be correspondingly adjustment claimed is the entire adjustment to which the adjusted, claimant has reason to believe it is entitled as a result of the occurrence of said event. All claims for adjustment in the Contract Times (or Ivlilestones) shall be determined by ENGI- 11.9. Un#Price Work: NEER in accordance with paragraph 9.11 if OWNER and CONTRACTOR cannot otherwise agree. No claim for an 11.9.1. Where the Contract Documents provide that all adjustment in the Contract Times (or Milestones) will be valid or part of' the Work is to be Unit Price Work, initially the if not submitted in accordanc~e with the requirements of this Contract Price will be deemed to include for all Unit Price paragraph 12.1. Work an amount equal to the sum of the established unit · price for each separately identified item of Unit Price Work 12.2. All time limits stated in the Contract Documents are times the estimated quantity of each item as indicated in the of the essence of the Agreement. Agreement. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of 12.3. Where CONTRACTOR is prevented from complet- comparison of Bids and determining an initial Contract lng any part of the Work within the Contract Times (or Price. Determinations of the actual quantities and classifica- Milestones) due to delay beyond the control of CONTRAC- tions of Unit Price Work performed by CONTRACTOR will TOR, the Contract Times (or Milestones) will be extended in an be made by ENGINEER in accordance with paragraph 9.10. amount equal to the time lost due to such delay if a claim is made therefor as provided in paragraph 12.1. Delays beyond 11.9.2. Each unit price will be deemed to include an the control of CONTRACTOR shall include, but not be limited amount considered by CONTRACTOR to be adequate to to, actsor neglect by OWNER, acts or neglect ofutility owners cover CONTRACTOR's overhead and profit for each sepa- or other contractors performing other work as contemplated by rarely identified item. Article 7, fires, floods, epidemics, abnormal weather condi- tions or acts of God. Delays attributable to and within the 11.9.3. OWNER or CONTRACTOR may make a claim control of a Subcontractor or Supplier shall be deemed to be · for an adjustment in the Contract Price in accordance with delays within the control of CONTRACTOR. Article 11 if: 12.4. Where CONTRACTOR is prevented from corn.pict- 11.9.3.1. the quantity of any item of Unit Price Work lng any part of the Work within the Contract Times (or performed by CONTRACTOR differs materially and sig- Milestones) due to delay beyond the control of both OWNER nificantly from the estimated quantity of such item indi- and CONTRACTOR, an extension of the Contract Times (or cared in the Agreement; and Milestones) in an amount equal to the time lost due to such delay shall be CONTRACTOR's sole and exclusive remedy for 11.9.3.2. there is no corresponding adjustment with such delay. In no event shall OWNER be liable to CONTRAC- respect to any other item of Work; and TOR, any Subcontractor, any Supplier, any other person or organization, or to any surety for or employee or agent of any -- 11.9.3.3. if CONTRACTOR believes that CONTRAC- of them, for damages arising out of or resulting from (i) delays TOR is entitled to an increase in Contract Price as a result caused by or within the control of CONTRACTOR, or (ii) 35 delays beyond the control of both parties including but not approval. CONTRACTOR shall also be responsible for arrang- i limited to fires, floods, epidemics, abnormal weather condi- lng and obtaining and shall pay all costs in connection with any tions, acts of God or acts or neglect by utility owners or inspections, tests or approvals required for OWNER's and other contractors performing other work as contemplated by ENGINEER's acceptance of materials or equipment to be Article 7. incorporated in the Work, or of materials, mix designs, or equipment submitted for ~pproval prior to CONTRACTOR's purchase thereof for incorporation in the Work.. ARTICLE 13--TESTS AND INSPECTIONS; 13.6. If any Work (or the work of others) that is to be CORRECTION, REMOVAL OR inspected, tested or approved is covered by CONTRACTOR ACCEPTANCE OF DEFECTIVE WORK without written concurrence of ENGINEER, it must, if re- quested by ENGINEER, be uncovered for observation. 13.7. Uncovering Work as provided in paragraph 13.6 shall 13.1. Notice of Defects: Prompt notice of all defective be at CONTRACTOR's expense unless CONTRACTOR has Work of which OWNER or ENGINEER have actual knowl- edge will be given to CONTRACTOR. All defectit, e Work given ENGINEER timely notice of CONTRACTOR's inten- tion to cover the same and ENGINEER has not acted with may be rejected, corrected or accepted as provided in this Article 13. reasonable promptness in response to such notice. Access to Work: Uncovering Wor&: · 13.8. If any Work is covered contrary to the written request 13.2. OWNER, ENGINEER, ENGINEER's Consultants, of ENGINEER. it mustl if requested by ENGINEER, be other representatives and personnel of OWNER, independent uncovered for ENGINEER's observation and replaced at testing laboratories and governmental agencies with jurisdic- CONTRACTOR's expense. tional interests will have access to the Work at reasonable times for their observation, inspecting and testing. CONTRACTOR 13.9. If ENGINEER considers it necessary or advisable shall provide them proper and safe conditions for such access that covered Work be observed by ENGINEER or inspected and advise them of CONTRACTOR's site safety procedures or tested by others, CONTRACTOR, at ENGINEER's re- ' and programs so that they may comply therewith as applicable. quest, shall uncover, expose or otherwise make available for observation, inspection or testing as ENGINEER may require, · Tests and Inspections: that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, CONTRACTOR shall pay all claims, costs, losses 13.3. CONTRACTOR shall give ENGINEER timely no- and damages caused by, arising out of or resulting from such rice of readiness of the Work for all required inspections, tests uncovering, exposure, observation, inspection and testing and or approvals, and shall cooperate with inspection and testing of satisfactory replacement or reconstruction (including but not personnel to facilitate required inspections or tests, limited to all costs of repair or replacement of work of others); and OWNER shall be entitled to an approprizite decrease in the 13.4. OWNER shall employ and pay for the services of an Contract Price. and, if the parties are unable to agree as to the independent testing laboratory to perform all inspections, tests, amount thereof, may make a claim therefor as provided in or approvals required by the Contract Documents except: Article 11. If. however, such Work is not found to be defective, CONTRACTOR shall be allowed an increase in the Contract 13.4. I. for inspections, tests or approvals covered by Price or an extension of the Contract Times (or Milestones), or paragraph 13.5 below; both. directly attributable to such uncovering, exposure, ob- servation, inspection, testing, replacement and reconstruction; 13.4.2. that costs incurred in connection with tests or and. if the parties are unable to agree as to the amount or extent inspections conducted pursuant to paragraph 13.9 below thereof, CONTRACTOR may make a claim therefor as pro- shall be paid as provided in said paragraph 13.9; and vided in Articles II and 12. 13.4.3. as otherwise speci_fically provided in the Con- tract Documents. OWNER May Stop the 13.5. If Laws or Regulations of' any public body having 13.10. It' the Work is defective, or CONTRACTOR tails to jurisdiction require any Work (or part thereof) specifically to be supply sufficient skilled workers or suitable materials or equip- inspected, tested or approved by an employee or other repre- ment. or f:~ils to furnish or perform the Work in such a way that sentative of such public body, CONTRACTOR shall assume the completed Work will conform to the Contract Documents, full responsibility for arranging and obtaining such inspections, OWN ER may order CONTRACTOR to stop the Work, or any tests or approvals, pay all costs in connection therewith, and portion thereof, until the cause for such order has been furnish ENGINEER the required certificates of inspection, or eliminated: however, this right of OWNER to stop the Work 36- shall not give rise to any duty on the part of OWNER to pay all claims, costs, losses and damages attributable to ...-- exercise this right for the benefit of CONTRACTOR or any OWNER's evaluation of and determination to accept such surety or other party, defective Work (such costs to be approved by ENGINEER as to reasonableness). If any such acceptance occurs prior to ENGINEER's recommendation of final payment, a Change Correction or Removal of Defective Work: Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and OWNER · 13.11. If required by ENGINEER, CONTRACTOR shall shall be entitled to an appropriate decrease in the Contract promptly, as directed, either correct ali defective Work, whether Price, and, if the parties are unable to agree as to the amount or not fabricated, installed or completed, or, if the Work has thereof, OWNER may make a claim therefor as provided in been rejected by ENGINEER, remove it from the site and Article 11. If the acceptance occurs after such recommenda- replace it with Work that is not defective. CONTRACTOR shall tion, an appropriate amount will be paid by CONTRACTOR to pay all claims, costs, losses and damages caused by or resulting OWNER. from such correction or removal (including but not limited to all costs of repair or replacement of work of others). OWNER May Correct Defective Work: 13.14. If CONTRACTOR fails within a reasonable time after written notice from ENGINEER to co,-rect defective 13.12. Correction Period: Work or to remove and replace rejected Work as required by ENGINEER in accordance with paragraph 13.11, or if CON- 13.12.1. if within one year a.fter the date of Substantial TRACTOR fails to perform the Work in accordance with the Completion or such longer period of time as may be pre- Co..nt~.ct Documents, or if CONTRACTOR fails to comply scribed by Laws or Regulations or by the terms of any with any other provision of the Contract Documents, OWNER applicable special guarantee required by the Contract Doc- may; after seven days' written notice to CONTRACTOR, uments or by any specific provision of the Contract Docu- correct and remedy any such deficiency. In exercising the ments, any Work is found to be defective, CONTRACTOR fights and remedies under this paragraph OWNER shall pro- shall promptly, without cost to OWNER and in accordance teed expeditiously. In connection with such corrective and with OWNER's written instructions: (i) correct such defec- remedial action, OWNER may exclude COiNTRACTOR from tire Work, or, if it has been rejected by OWNER. remove it all or part of the site. take possession ofall or part of the Work, from the site and replace it with Work that is not defective, and suspend CONTRACTOR's services related thereto, take and (ii) satisfactorily correct or remove and replace any possession of CONTRACTOR's tools, appliances, construc- damage to other Work or the work of others resulting tion equipment and machinery at the site and incorporate in the therefrom. If CONTRACTOR does not promptly comply Work all materials and equipment stored at the site or for which with the terms of such instructions, or in an emergency OWNER has paid CONTRACTOR but which are stored · where delay would cause serous risk of loss or damage, elsewhere. CONTRACTOR shall allow OWNER, OWNER's OWNER may have the defective Work corrected or the representatives, agents and employees, OWNER's other con- rejected Work removed and replaced, and all claims, costs, tractors and ENGINEER and ENGINEER's Consultants ac- losses and damages caused by or resulting from such re- tess to the site to enable OWNER to exercise the rights and moval and replacement (including but not limited to all costs remedies under this paragraph. All claims, costs, losses and of repair or replacement of work of others) will be paid by damages incurred or sustained by OWN ER in exercising such CONTRACTOR. fights and remedies will be charged against CONTRACTOR and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; 13.12.2. In special circumstances where a particular item and OWNER shall be entitled to an appropriate decrease in the of equipment is placed in continuous service before Substan- Contract Price. and. if the parties are unable to agree as to the tial Completion ofall the Work, the correction period for that amount thereof. OWNER may make a claim therefor as item may start to run from an earlier date if so provided in provided in Article I 1. Such claims, costs, losses and damages the Specifications or by Written Amendment. will include but not be limited to all costs of repair or replace- , ~ merit of work of others destroyed or damaged by correction, 1~.1_.3. Where defective Work (and damage to other removal or replacement of CONTRACTOR's defective Work. Work resulting therefrom) has been corrected, removed or CONTRACTOR shall not be allowed an extensior~ of the replaced under this paragraph 13.12, the correction period Contract Times (or Milestones) because of any delay in the hereunder with respect to such Work will be extended rotan performance ofthe Work attributable totheexercise by OWNER additional period of one year after such correction or re- of OWNER's rights and remedies hereunder. moral and replacement has been satisfactorily completed. ARTICLE 14---PAYMENTS TO CONTRACTOR AND Acceptance of Defective Work: COMPLETION 13.13. lf, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to ENGI- Schedule of Values: ~ NEER's recommendation of final payment, also ENGINEER) 14.1. The schedule of values established as provided in prefers to accept it. OWNER may do so. CONTRACTOR shall paragraph 2.9 will serve as the basis for progress payments and 37 will be incorporated into a form of Application for Payment 14.5. I. the Work has progressed to the point indicated, acceptable to ENGINEER. Progress payments on account of 14.5.2. the quality of the Work is generally in accoi'- Unit Price Work will be based on the number of units eom- dance with the Contract Documents (subject to an evalu- pleted, etlon of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, to a final Application for Progress Payment: determination of quantities and classifications for Unit Price Work under paragraph 9.10, and to any other quail- 14.2. At least twenty days before the date established for fications stated in the recommendation), and each progress payment (but not more often than once a month), CONTRACTOR shall submit to ENGINEER for 14.5.3. the conditions precedent to CONTRACTOR's review an Application for Payment filled out and signed by being entitled to such payment appear to have been CONTRACTOR covering the Work completed as of the date fulfilled in so far as it is ENGINEER's responsibility to of the Application and accompanied by such supporting observe the Work. documentation as is required by the Contract Documents. if payment is requested on the basis of materials and equip- However. by recommending any such payment ENGINEER merit not incorporated in the Work but delivered and suitably will not thereby be deemed to have represented that: (i) stored at the site or at another location agreed to in writing, exhaustive or continuous on-site inspections have been made the Application for Payment shall also be accompanied by a to check the quality or the quantity of the Work beyond the bill of sale, invoice or other documentation warranting that responsibilities specifically assigned to ENGINEER in the OWNER has received the material's and equipment free a..nO Contract Documents or (ii) that there may not be other matters clear of all Liens and evidence that the materials and or issues between the parties that might entitle CONTRa, C- equipment are covered by appropriate property insurance TOR to be paid additionally by OWNER or entitle OWNER to -andotherarrangementsto protectOWNER'sinteresttherein, withhold payment to CONTRACTOR. all of which will be satisfactory to OWNER. The amount of 14.6. ENGINEER's recommendation of any payment, in- retainage with respect to progress payments will be as cluding final payment, shall not mean that ENGINEER is stipulated in the Agreement. responsible for CONTRACTOR's means, methods, techniques, sequences or procedures of construction, or the safety precau- tions and programs incident thereto, or for any failure of CONTRACTOR's Warrant)' of Title: CONTRACTOR to comply with Laws and Regulations appli- cable to the furnishing or performance of Work, or for any 14.3. CONTRACTOR warrants and guarantees that title to failure of CONTRACTOR to perform or furnish Work in all Work, materials and equipment covered by any Application accordance with the Contract Documents. for Payment, whether incorporated in the Project or not, will pass to OWNER no later than the time of payment free and 14.7. ENGINEER may ret'use to recommend the whole or clear of all Liens. any paa of any payment if. in ENGINEER's opinion, it would be incorrect to make the representations to OWNER referred to in paragraph 14.5. ENGINEER may also refuse to recom- Review of Applications for Progress Payment: mend any such payment, or, because of subsequently discov- ered evidence or the results of subsequent inspections or tests', 14.4. ENGINEER will, within ten days after receipt of nullify' any such payment previously recommended, to such each Application for Payment, either indicate in writing a extent as may be necessary in ENGINEER's opinion to recommendation of payment and present the Application to protect OWNER from loss because: OWNER, or return the Application to CONTRACTOR indi- 14.7. I. the V¢ork is defective, or completed Work has caring in writing ENGINEER's reasons for refusing to recom- been damaged requiring correction or replacement, mend payment. In the latter case, CONTRACTOR may make the necessary corrections and resubmit the Application. Ten 14.7.2. the Contract Price has been reduced by Writ- days after presentation of the Application for Payment to ten Amendment or Change Order, OWNER with ENGINEER's recommendation, the amount 14.7.3. OWNER has been required to correct defec- recommended will (subject to the provisions of the last sen- tire Work or complete Work in accordance with paragraph tence of paragraph 14.7) become due and when due will be paid 13.14, or by OWNER to CONTRACTOR. 14.7.4. ENGINEER has actual knowledge of the oc- 14.5. ENGINEER's recommendation of any payment re- currence of any of the events enumerated in paragraphs quested in an Application for Payment will constitute a repre- 15.2.1 through 15.2.4 inclusive. sentationby ENGINEERtoOWNER, based on ENGINEER's OWNER may refuse to make payment of the full amount on-site observations of the executed Work as an experienced recommended by ENGINEER because: and qualified design professional and on ENGINEER's review of the Application for Payment and the accompanying data and 14.7.5. claims have been made against OWNER on schedules, that to the best of ENGINEER's knowledge, infor- account of CONTRACTORs performance or furnishing of marion and belief: the Work, 38 14.7.6. Liens have been filed in connection with the ENGINEER in writing prior to ENGINEER's issuing the _ Work, except where CONTRACTOR has delivered a definitive certificate of Substantial Completion, ENGINEER's -' specific Bond satisfactory to OWNER to secure the aforesaid recommendation will be binding on OWNER a~d satisfaction and discharge of such Liens, CONTRACTOR until final payment. 14.7.7. there are other items entitling OWNER to a 14.9. OWNER shall have the fight to exclude CONTRAC- set-off against the amount recommended, or TOR from the Work after the date of Substantial Completion, · but OWNER shall allow CONTRACTOR reasonable access to 14.7.8. OWNER has actual knowledge of the occur- complete or correct items on the tentative list. fence of any of the events enumerated in paragraphs 14.7.1 through 14.7.3 or paragraphs 15.2.1 through 15.2.4 inclusive; Partial Utilization: but OWNER must give CONTRACTOR immediate written 14.10. Use by OWNER at OWNER's option ofany sub- notice (with a copy to ENGINEER) stating the reasons for stantially completed part of the Work which: (i)has specificall)/ such action and promptly pa>' CONTRACTOR the amount so been identified in the Contract Documents. or (ii) OWNER, withheld, or any adjustment thereto agreed to by OWNER and ENGINEER and CONTRACTOR agree constitutes a sepa- CONTRACTOR, when CONTRACTOR corrects to OWN- rarely functioning and usable part ofthe Work that can be used ER's satisfaction the reasons for such action, by OWNER for its intended purpose without significant inter- ference with CONTRACTOR's performance of the remainder of the Work, may be accomplished prior to Substantial Corn- Substantial Completion: i · pletion of all the Work subject to the following: 14.10.1. OWNER at any time may request CON- 14.8. When CONTRACTOR considers the entire Work TRACTOR in writing to permit OWNER to use any such ready for its intended use CONTRACTOR shall notify OWNER part of the Work Which OWNER believes to be ready for and ENGINEER in writing that the entire Work is substantially its intended use and substantially complete. If CON- complete (except for items specifically listed by CONTRAC- TRACTOR agrees that such part of the Work is substan- TOR as incomplete) and request that ENGINEER issue a tialty' complete. CONTRACTOR will certify to OWNER certificate of Substantial Completion. Within a reasonable time and ENGINEER that such part of the Work is substan- thereafter, OWNER, CONTRACTOR and ENGINEER shall tially complete and request ENGINEER to issue a certif- make an inspection of the Work to determine the status of icate of Substantial Completion for that part of the Work. completion, if ENGINEER does not consider the Work sub- CONTRACTOR at any time may notify OWNER and stantially complete, ENGINEER will notify CONTRACTOR ENGINEER in writing that CONTRACTOR considers ' in writing giving the reasons therefor. If ENGINEER considers any such part of the Work ready for its intended use and the Work substantially complete, ENGINEER will prepare and substantially complete and request ENGINEER to issue a deliver to OWNER a tentative certificate of Substantial Com- certificate of Substantial Completion for that part of the pletion which shall fix the date of Substantial Completion. Work. Within a reasonable time after either such request, There shall be attached to the certificate a tentative list of items OWNER. CONTRACTOR and ENGINEER shall make to be completed or corrected before final payment. OWNER an inspection of that part of the Work' to determine its shall have seven days after receipt of the tentative certificate status of completion. If ENGINEER does not consider during which to make written objection to ENGINEER as to that part of the Work to be substantially complete, ENGI- any provisions of the certificate or attached list. If, after NEER will notify OWNER and CONTRACTOR in writ- considering such objections. ENGINEER concludes that the lng giving the reasons therefor. If ENGINEER considers Work is not substantially complete, ENGINEER will within that part of the Work to be substantially complete, the fourteen days after submission of the tentative certificate to provisions of paragraphs 14.8 and 14.9 will apply with OWNER notify CONTRACTOR in writing, stating the reasons therefor. If, after consideration of OWNER's objections, EN- respect to certification of Substantial Completion of that part of the Work and the division of responsibility in GINEER considers the Work substantially complete, ENGI- respect thereof and access thereto. NEER will within said fourteen days execute and deliver to OWNER and CONTRACTOR a definitive certificate of Sub- t4.10.2. No occupancy or separate operation of part stantial Completion (with a revised tentative list of items to be of the Work will be accomplished prior to compliance with completed or corrected) reflecting such changes from the the requirements of paragraph 5.15 in respect of property tentative certificate as ENGINEER believes justified after insurance. consideration of any objections from OWNER. At the time of delivery of the tentative certificate of Substantial Completion ENGINEER will deliver to OWNER and CONTRACTOR a Finallnspection: written recommendation as to division of responsibilities pend- ing final payment between OWNER and CONTRACTOR with 14. II. Upon written notice from CONTRACTOR that the respect to security, operation, safety, maintenance, heat, utili- entire Work or an agreed portion thereof is complete, ENGI- ~ ties, insurance and warranties andguarantees. Unless OWNER NEER will make a final inspection with OWNER and CON- and CONTRACTOR agree otherwise in writing and so inform TRACTOR and will notify CONTRACTOR in writing of all 39 particulars in which this inspection reveals that the Work is CONTRACTOR. incomplete or defective. CONTRACTOR shall immediately ... take such measures as are necessary to complete such Work or 14.14. If, through no fault of CONTRACTOR, final corn- remedy such deficiencies, pletion of the Work is significantly delayed and if ENGINEER so confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment and recommendation of ENGI- FinalApplicationforPayrnent: NEER, and without terminati.ng the Agreement, make pay- ment of the balance due for that portion of the Work fully. · 14.12, After CONTRACTOR has completed all such cor- completed and accepted. If the remaining balance to be held by rections to the satisfaction of ENGINEER and delivered in OWNER for Work not fully completed or corrected is less than accordance with the Contract Documents all maintenance and the retainage stipulated in the Agreement, and if Bonds have operating instructions, schedules, guarantees, Bonds, certifi- been furnished as required in paragraph 5.1, the written con- cares or other evidence of insurance required by paragraph 5.4, sent of the surety to the payment of the balance due for that certificates of inspection, marked-up record documents (as portion of the Work fully completed and accepted shall be provided in paragraph 6.19) and other documents, CONTRAC- submitted by CONTRACTOR to ENGINEER with the Appli- TOR may make application for final payment following the cation for such payment. Such payment shall be made under procedure for progress payments. The final Application for the terms and conditions governing final payment, except that Payment shall be accompanied (except as previously delivered) it shall not constitute a waiver of claims. by: (i) all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required Wnlver of Claims: by subparagraph 5.4.13, (ii) consent of the surety, if any, to final payment, and (iii) complete and legall.y effective releases or 14.15. The making and acceptance of final payment will waivers (satisfactory to OWNER) of all Liens arising out of or constitute: filed in connection with the Work. In lieu of such releases or waivers of Liens and as approved by OWNER, CONTRAC- 14.15.1. a waiver of all claims by OWNER 'against TOR may furnish receipts or releases in full and an affidavit of CONTRACTOR, except claims arising from unsettled Liens, CONTRACTOR that: (i) the releases and receipts include all from defective Work appearing after final inspection pursu- labor, services, material and equipment for which a Lien could be filed, and (ii) all payrolls, material and equipment bills and ant to paragraph 14.1 I, from failure to comply with the Contract Documents or the terms of any special guarantees other indebtedness connected with the Work for which OWN ER or OWNER's property might in any wa); be responsible have specified therein, or from CONTRACTOR's continuing ob- , ~ ligations under the Contract Documents; and been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, 14.15.2. awaiverofallclaimsbyCONTRACTORagainst CONTRACTOR may furnish a Bond or other collateral satis- OWNER other than those previously made in writing and factory to OWNER to indemnify OWNER against any Lien. still unsettled. Final Payment and Acceptance: ARTICLE 15---SUSPENSION OF WORK AND 14.13. If, on the basis of ENGINEER's observation of the TERMINATION Work during construction and final inspection, and ENGI- NEER's review of the final Application for Payment and accompanying documentation as required by the Contract Documents, ENGINEER is satisfied that the Work has been OWNER May Suspend Work: completed and CONTRACTOR's other obligations under the Contract Documents have been fulfilled, ENGINEER will, 15.1. At any time and without cause, OWNER may sus- within ten days after receipt of the final Application for pend the Work or any portion thereof for a period of not more Payment, indicate in writing ENGINEER's recommendation than ninety days by notice in writing to CONTRACTOR and of payment and present the Application to OWNER for pay- ENGINEER which will fix the date on which Work will be ment. At the same time ENGINEER will also give written resumed. CONTRACTOR shall resume the Work on the date notice to OWNER and CONTRACTOR that the Work is sofixed. CONTRACTOR shall be allowed an adjustment in the acceptable subject to the provisions of paragraph 14.15. Oth- Contract Price or an extension of the Contract Times, or both, erwise, ENGINEER will return the Ap. plication to CON- directly attributable to any such suspension if CONTRACTOR TRACTOR, indicating in writing the reasons for refusing to makes an approved claim therefor as provided in Articles I1 recommend final payment, in which case CONTRACTOR shall and 12. make the necessary corrections and resubmit the Application. Thirty days after the presentation to OWNER of the Applica- tion and accompanying documentation, in appropriate form OWNER May Terminate: and substance and with ENGINEER's recommendation and notice of acceptability, the amount recommended by ENGI- 15.2. Upon the occurrence of any one or more of the NEER will become due and will be paid by OWNER to following events: 15.2. I. if CONTRACTOR persistently fails to perform 15.4.2. for expenses sustained prior to the effective date the Work in accordance with the Contract Documents (in- of termination in performing services and furnishing labor, · ;""' eluding, but not limited to, failure to supply sufficient skilled materials or equipment as required by the Contract Docu- workers or suitable materials or equipment or failure to ments in connection with uncompleted Work, plus fair and adhere to the progress ~chedule established under paragraph reasonable sums for overhead and profit on such expenses; 2.9 as adjusted from time to time pursuant to paragraph 6.6); 15.4.3. for all claims, costs, losses and damages incurred · 15.2.2. if CONTRACTOR disregards Laws or Regula- in settlement of terminated contracts with Subcontractors, tions of any public body having jurisdiction; Suppliers and others; and 15.2.3. if CONTRACTOR disregards the authority of 15.4.4. for reasonable expenses directly attributable to ENGINEER; or termination. 15.2.4. if CONTRACTOR otherwise violates in any sub- CONTRACTOR shall not be paid on account of loss of stantial way any provisions of the Contract Documents; anticipated profits or revenue or other economic loss arising out of or resulting from such termination. OWNER may, after giving CONTRACTOR (and the surety, if any,) seven days' written notice and to the extent permit- ted by Laws and Regulations, terminate the services of CONTRACTOR May Stop Work or Terminate: CONTRACTOR, exclude CONTRACTOR from the site and take possession of the Work and of all CONTRACTOR's 15.5. If, through no act or fault of CONTRACTOR, the tools, appliances, construction equipment and machinery at Work is suspended for a period of more than ninety days by the site and use the same to the full extent they could be used OWNER or under an order of court or other public author- by CONTRACTOR (without liability to CONTRACTOR for ity. or ENGINEER fails to act on any Application for trespass or conversion), incorporate in the Work all materi- Payment within thirty' days after it is submitted or OWNER als and equipment stored at the site or for which OWNER fails for thirty days to pay CONTRACTOR any sum finally has paid CONTRACTOR but which are stored elsewhere, determined to be due, then CONTRACTOR may', upon and finish the Work as OWNER may deem expedient. In seven days' written notice to OWNER and ENGINEER, such case CONTRACTOR shall not be entitled to receive and provided OWNER or ENGINEER do not rem;edy such any further payment until the Work is finished. If the unpaid suspension or failure within that time, terminate the Agree- balance of the Contract Price exceeds all claims, costs, ment and recover from OWNER payment on the same terms losses and damages sustained by OWNER arising out of or as provided, in paragraph 15.4. In lieu of terminating the resulting from completing the Work such excess will be paid Agreement and without prejudice to any other right or to CONTRACTOR. If such claims, costs, losses and dam- remedy, if ENGINEER has failed to act on an Application ages exceed such unpaid balance. CONTRACTOR shall pay for Payment within thirty days after it is submitted, or the difference to OWNER. Such claims, costs, losses and OWNER has failed for thirty days to pay CONTRACTOR damages incurred by OWNER w'ill be reviewed by ENGI- an)' sum finally determined to be due. CONTRACTOR may NEERas to their reasonableness and when so approved by upon seven day's written notice to OWNER and ENGI- ENGINEER incorporated in a Change Order, provided that NEER stop the Work until payment of all such amounts due when exercising any rights or remedies under this paragraph CONTRACTOR, including interest thereon. The provisions OWNER shall not be required to obtain the lowest price for of this paragraph 15.5 are not intended to preclude CON- the Work performed. TRACTOR from making claim under Articles II and 12 for an increase in Contract Price or Contract Times or other'vise for expenses or damage directly attributable to CONTRAC- 15.3. Where CONTRACTOR's services have been so ter- minated by OWNER, the termination will not affect any rights TOR's stopping Work as permitted by this paragraph. or remedies of OWN ER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys due CONTRACTOR by OWNER will not release CONTRACTOR from liability. ARTICLE 16--DISPUTE RESOLUTION 15.4. Upon seven days' written notice to CONTRACTOR . and ENGINEER, OWNER may, without cause and without If and to the extent that OWNER and CO .NTRACTOR have prejudice to any other right or remedy of OWNER, elect to agreed on the method and procedure for resolving disputes terminate the Agreement. In such case, CONTRACTOR shall between them that may arise under this Agreement. such be paid (without duplication of any items): dispute resolution method and procedure, if any, shall be as set forth in Exhibit GC-A, "Dispute Resolution Agreement," to be 15.4.1. for completed and acceptable Work executed in attached hereto and made a part hereof. If no such agreement accordance with the Contract Documents prior to the effec- on the method and procedure for resolving such disputes has -- tire date of termination, including fair and reasonable sums been reached, and subject to the provisions of paragraphs 9.10, for overhead and profit on such Work; 9.1 I, and 9.12, OWNER and CONTRACTOR may exercise 41 such fights or remedies as either may otherwise have under the act of the other party or of any of the other party's employees Contract Documents or by Laws or Regulations in respect of or agents or others for whose acts the other party is legally .. any dispute, liable, claim will be made in writing to the other party within 'a reasonable time of the first observance of such injury or damage. The provisions of this paragraph 17.3 shall not be ARTICLE 17--MISCELLANEOUS construed as a substitute roi' or a waiver of the provisions of any applicable statute of limitations or repose. _ Giving Notice: Cumulative Remedies: 17.1. Whenever any provision of the Contract Documents 17.4. The duties and obligations imposed by these General requires the giving of written notice, it will be deemed to have Conditions and the rights and remedies available hereunder to been validly given if delivered in person to the individual or to the parties hereto, and, in particular but without limitation,'the a member of the firm or to an officer of the corporation for warranties, guarantees and obligations imposed upon CON- whom it is intended, or if delivered at or sent by registered or TRACTOR by paragraphs 6.12, 6.16, 6.30, 6.31, 6.32, 13.1, certified mail, postage prepaid, to the last business address 13.12, 13.14. 14.3 and 15.2 and all of' the fights and remedies known to the giver of the notice, available to OWNER and ENGINEER thereunder, are in addition to, and are not to be construed in any way as a Computation of Times: limitation of, any fights and remedies available to any or all of' them which are otherwise imposed or available, by Laws or 17.2.1. When any period of time is referred to in the Regulations, by special warranty or guarantee or by other. Contract Documems by days, it will be computed to exclude provisions of the Contract Documents, and the provisions of the first and include the last day of such period. If the last day this paragraph will be as effective as if repeated specifically in of any such period falls on a Saturday or Sunday or on a day the Contract Documents in connection with each particular made a legal holiday by the law o~' the applicable jurisdiction, duty, obligation, fight and remedy to which they apply, such day will be omitted from the computation. ~ 17.2.2. A calendar day of' twenty-four hours measured Professional Fees and Court Costs Included: from midnight to the next midnight will constitute a day. 17.5. Whenever reference is made to "claims, costs, losses Notice ofClm'm: . and damages," it shall include in each casg, but not be limited to, all fees and cha~es of en~neers, architects, attorneys and 17.3. Should OWNER or CONTRACTOR suffer injury or other professionals and all court or arbitration or other dispute damage to person or property because of any error, omission or resolution costs. [The remainder of this page was left blank intentionally.] 42 EXttlBIT GC-A to General Conditions of the American Arbitration Association, and a copy will be sent to ./.~.. Agreement Between OWNER and CON- ENGINEER for information. The demand for arbitration will be made within the thirty-day or ten- day period specified-in ~ TRACTOR Dated paragraph 16.2 as applicable, and in all other cases within a For use with EJCDC No. 1910-8 (1990 ed.) reasonable time after the claim, dispute or other matter 'in question has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in. · DISPUTE RESOLUTION AGREEMENT question would be barred by the applicable statute of limita- tions. OWNER and CONTRACTOR hereby agree that Article 16 16.4. Except as provided in paragraph 16.5 below, no of the General Conditions to the Agreement between OWNER arbitration arising out of or relating to the Contract Documents and CONTRACTOR is amended to include the following shall include by consolidation, joinder or in any other manner agreement of the parties: any other person or entity {including ENGINEER. ENGI- NEER's Consultant and the officers, directors, agents, em- 16.1. All claims, disputes and other matters in question ployees or consultants of any of them) who is not a party to this between OWNER and CONTRACTOR arising out of or relat- contract unless: lng to the Contract Documents or the breach thereof {except for claims which have been waived by the making or accel>- 16.4.1. the inclusion of such other person or entity is tance of final payment as provided, by paragraph 14.15) will be necessary if complete relief is to be afforded among those decid~ed by arbitration in accordance with the Construction who are already parties to the arbitration, and Industry Arbitration Rules of the American Arbitration Asso- ciation then obtaining, subject to the limitations of this Article 16.4.2. such other person or entity is substantially in- 16. This agreement so to arbitrate and any other agreement or volved in a question of law or fact which is common to those consent to arbitrate entered into in accordance herewith as who are already parties to the arbitration and which will arise provided in this Article 16 will be specifically enforceable under in such proceedings, and the prevailing law of any court having jurisdiction. 16.4.3. the written consent of the other person or entity 16.2. No demand for arbitration of any claim, dispute or sought to be included and of OWNER and CONTRACTOR other matter that is required to be referred to ENGINEER has been obtained for such inclusion, which consent shall initially' for decision in accordance with paragraph 9.11 will be make specific reference to this paragraph; but no such made until the earlier of(a) the date on which ENGINEER has consent shall constitute consent to arbitration of any dispute rendered a written decision or (b) the thirty-first day after the not specifically described in such consent or to arbitration · parties have presented their evidence to ENGINEER if a with any party not specifically identified in such consent. written decision has not been rendered by ENGINEER before that date. No demand for arbitration of any such claim, dispute 16.5. Notxvithstanding paragraph 16.4 if a claim, dispute or or other matter will be made later than thirty days after the date other matter in question between OWN ER and CONTRAC- on which ENGINEER has rendered a written decision in TOR involves the Work of a Subcontractor. either OWNER or respect thereof in accordance with paragraph 9.11; and the CONTRACTOR may join such Subcontractor as a party to the failure to demand arbitration within said thirty days' pedod will arbitration between OWNER and CONTRACTOR hereunder. result in ENGINEER's decision being final and binding upon CONTRACTOR shall include in all subcontracts required by OWNER and CONTRACTOR. If ENGINEER renders a de- paragraph 6.11 a specific provision whereby the Subcontractor cision after arbitration proceedings have been initiated, such consents to being joined in an arbitration between OWNER decision may be entered as evidence but will not supersede the and CONTRACTOR involving the Work of such Subcontrac- arbitration proceedings, except where the decision is accept- tot. Nothing in this paragraph 16.5 nor in the provision of such able to the parties concerned. No demand for arbitration of any subcontract consenting to joinder shall create any claim, right written decision of ENGINEER rendered in accordance with or cause of action in favor of Subcontractor and against paragraph 9.10 will be made later than ten days after the party OWNER, ENG1NEER or ENGINEER's Consultants that making such demand has delivered written notice of intention does not otherwise exist. to appeal as provided in paragraph 9.10. 16.6. The award rendered by the arbitrators will be final, 16.3. Notice o[' the demand for arbitration will be filed in judgment may be entered upon it in any court havingjurisdic- writing with the other party to the Agreement and with the tion thereof, and it will not be subj.ect to modification or appeal. [The remainder of this page was left blank intentionally.] GC-AI . 16.7. OWNER and CONTRACIE)R agree that they shall tion would irrevocably prejudice one of the parties. The first submit any and all unsettled claims, counterclaims, dis- respective thirtyand ten day time limits within which to file a putes and other matters in question between them arising out of demand for arbitration as provided in paragraphs 16.2 and 16.3 or relating' to the Contract Documents or the breach thereof above shall be suspended with respect to a dispute submitted to ("disputes"), to mediation by The American Arbitration As- mediation within those same applicable time limits and shall sociation under the Construction Industry Mediation Rules of remain suspended until ten days after the termination of the the American Arbitration Association prior to either of them mediation. The mediator of any dispute submitted to mediation initiating against the other a demand for arbitration pursuant to under this Agreement shall not serve as arbitrator of shch · paragraphs 16.1 through 16.6, unless delay in initiating arbitra- dispute unless otherwise agreed. [The remainder of this page was left blank intentionally.] GC-A2 [This page was left blank intentionally.] (3C-A3 SPECIAL CONDITION AND TECPINICAL SPECIFICkTIONS 1. SAFETY PRECAUTIONS: The Contractor shall comply with all · applicable laws including the Occupational Safety and Health Act of 1970, ordinances, rules, regulations and orders of any public authority having jurisdiction for the safety of persons or property to protect them from damage, injury or loss. He shall erect and maintain, as required by existing conditions and progress of the. work, all reasonable safeguards for safety and protection, including, posting danger signs and other warnings against hazards, promulgating safety regulations and notifying Owners and users of adjacent utilities. 2. MATERIALS ANDWORK~AN~iP: No material which has been used by the Contractor for any temporary purpose whatever is to be incorporated in the permanent structure without written consent of Engineer. All materials to be used shall be new. 3. Where materials or equipment are specified by a trade or brand name, it is not the intention of the Owner to discriminate against an equal product of another manufacturer, but rather to set a definite standard of quality or performance, and to establish an equal basis for the evaluation of bids. Where the words "or approved equal" are used, they shall be understood to mean that the item referred to shall be proper, the equivalent of, or equal to some other item, in the opinion or judgement of the Engineer. Unless otherwise specified, all material shall be the best of their · respective'kinds and shall be in all cases fully equal to approved samples. Notwithstanding that the specifications in connection with a material, manufactured article or process, the materials, article or process specifically designated shall be used, unless a substitute shall have the right to require the use of such specifically designated material, article or process. 4. PERMITS: The Contractor will be required to secure any permits required for the execution of the Contract at his ex%Dense except for the City Inspection Fees. However, if the Contractor requests overtime from the City of Coppell Inspection Department, then all overtime charges will be at the Contractor's expense. 5. BARRICADES, WARNING SIGNS & FLARES: Where the work on this project creates a safety hazard to the general public, the Contractor shall furnish and erect sufficient barricades and warning signs to warn the public of the danger and also provide sufficient flares or other emergency lighting to warn the public at night at his exlDense (no pay item). Page 1 of 4 6. R,TG~TOFENT~Y: The right of entry to the site of any project covered by these Contracts is reset-red by the Owner, or the representatives of the Owner, Engineer, Texas State Department of Health, Texas Department of Water Resources for the purpose Of inspecting construction both completed and in progress and materials on hand and installed. The Contractor will be required · to cooperate with representatives of the State agencies connected with the project in any manner in which they may direct.. 7. F//qI~ GPA/DES: ~eas within the street right-of-way'where. grades are disturbed or altered during utility or paving construction shall be re-established by the Contractor to the established grades existing (plus or minus 0.2 feet) prior to completion. Final cleanup and smoothing of any affected areas shall be done by blading and shall be subject to inspection and approval by the Engineer. ~y re-staking of street and lot grades or verification of finished grades shall be bore at the utility or paving Contractor's expense. 8. CONFORMITY WIT~ PLANS: All work shall conform to the lines, grades, cross-sections, and dimensions shown on the plans. deviation from the plans which may be re_cuired by the exigencies of construction will be determined by the Engineer and authorized by him in writing. 9. EXCESSIVE E~CAVATED MATER/AL (WASTE): Excavated on-site material not re_cf~.ired as fill or for backfilling of improvements shall be stockqD_iled on site at a location or locations designated by the Owner or Project Manger, except that all large rocks, rubbish and organic or inorganic debris shall be disposed of · offsite. !0. STA_KI/~G: The Owner will furnish the following stakes, to be approved by the contractor's foreman or superintendent; one set of construction stakes of each of the following: One survey layout for lines and grades shall be furnished by the Owner. All construction stakes and marks shall be carefully preserved by the COntractor, and' in case 'of destruction or remOval by Contractor or his employees, such stakes or marks shall be meplaced at the Contractor's expense as recuired by the Engineer, il. F~fIST!/~G UTILITIES, STRUC~S OR OT~-E.R PROPERTY: a. Prior to any excavation, the Contractor shall determine the location of all existing water, gas, sewer, electric, telephone, telegraph, television' and other underground utilities and. structures. b. After commencing the work, the contractor shall use every precaution to avoid interference with existing underground and surface utilities and structures, and shall protect them from damage. Page 2 of 4 c. Where the locations of existing underground and surface · utilities and structures are indicated, these locations are generally approximate, and all items which may be encountered during the work .are not necessarily indicated. The Contractor shall determine the exact location of all items indicated, and the existence and location of all items not indicated. d. The Contractor shall repair or pay for all damage caused by his operations to all existing utility lines, public property and private property, whether it is below ground or above ground, and he shall settle, in total, cost of all damage suits. e. To avoid unnecessary interference or delays, the Contractor shall coordinate all utility removals, replacements and construction with the appropriate utility company. ~.' 12. REMOVAL OF DEFECTIVE AND 13~A~ORIZRD WORK: All work which has been rejected or cOndemned shall be repaired or, if it cannot be repaired satisfactorily it shall be immediately removed and replaced at the Contractor's expense. Defective materials shall be immediately removed form the site of the work. Work done without line and grade having been given, work done without proper inspection, or any extra or unclassified work done without written · authority and prior agreement in writing as to prices, shall be done at the Contractor's risk, and will be considered unauthorized, · and at the option of the Engineer or Owner, may not be measured and paid for, and may be ordered removed at the Contractor's expense. Upon failure of the Contractor to repair satisfactorily or to remove and replace, if so directed, rejected, unauthorized or condemned work or materials immediately after receiving notice from the Engineer. The Engineer will, after giving written notice to the Contractor, have the authority to cause defective work to be remedied or removed and replaced, or to cause unauthorized work to be removed and to deduct the cost thereof from any moneys due to the Contractor. 13. FIAIAL INSPECTION: The Engineer will make final inspection of all work included in the contract as shown as practicable after the work is completed and ready for acceptance. If the work is not acceptable to the Engineer at the time of such inspection, he will inform the Contractor as to the particular defects to be remedied before final acceptance will be made. All work must be accepted by the City of Coppell and the Engineer before retainage amounts will' be paid. 14. The Excavation Contractor and utility Contractor shall be required to coordinate their work with the Paving Contractor and shall schedule his work to avoid conflicts with Paving construction; however, the Paving Contractor will not be issued a Page 3 of 4 "Notice of Proceed" until all utility work in the street right-of- way is completed unless otherwise agreed to by 'the Utility _ Contractor. Page 4 of 4 NOTE o TEXAS SALES TAX EXEMPTION · It is the intention of the Owner and Contractor that this Agreement constitutes a Separated Contract as defined by Rule 3.291, Chapter 151 of the Texas ~Tax Code. Such Separation shall be as stated in the Contractor's Proposal; which is made a part hereof. Title to the materials used to perform the contract shall pass to the developer (who shall be the Owner) at the time they are delivered to the job site and before they are incorlDorated into the property or used by either the Contractor or the Developer. Payment for.such materials shall be in accordance with this Agreement and any supporting documents included herein. The Developer intends to donate property to the Citv of Coppell and the city intends to accept the P~operty'~efore the material is incomlDorated into the realty or used by the Contractor or the developer. This prior intention is further evidenced by the Final Plat and Construction Plans as approved~by the city. ! The Contractor shall therefore give a resale certificate for the materials, and accept an exemption certificate for sales'tax · purposes which the developer shall provide. -'XAS SALES TAX EXEMPTION CERTIFICATE Name of p~'-,ac~er, firm ~- agency Address (STreet & numl~er, P.O. Boz o~, Roufe n~rJ ~P~ (~es ~e ~ ~m~) I, the purchaser named above, claim an exemption from payment of sales taxes for the purchase of taxable items described below or on the attached order or invoice from: Seller: Street address: CitT, State, Zip code: Description of items to be purchased, or on the attached order or invoice: .: . Purchaser claims this exemption for the following reason: I understand that I will be liable for payment of sales tax which may become due for failure to comply with the provisions of the state, city, metropolitan transit authority, city transit d~partment and/or county sales and use tax laws and Comptroller rules regarding exempt purchases. Liability for the tax will be determined by the pdce paid for the taxable items purchased or the fair market rental value'for the pedod of time used. I understand that it is a misdemeanor to give an exemption certificate to the seller for taxable items which I know, at the time of purchase, will be used in a manner other than that expressed in this certificate and that upon conviction may be fined not more than $500 per offense. here'Sign · ~"~'~' t'n~, JDate NOTE: This certificate cannot be issued for the purchase, lease or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID Sales and Use T~x 'Exemption Numbers" or 'Tax Exempt" Numbers do not exist. This certificate should be furnished to the supplier. Do not send the completed certificate to. the Comptroller of P,jblic Accounts.