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Copperstone-CN 951121 CONTRACT DOCUMENTS PAVING IMPROVEMENTS FOR cOPPERSTONE CiTY OF COPPELL, DALLAS COUNTY, TEXAS NOVEMBER,~I , 1995 OWNER: Copperstone, Ltd. 8300 Douglas, Suite 800 Dallas, Texas 75225 (214) 706-9190 Engineer: Dowdey, Anderson and Associates, Inc. 16250 Dallas Parkway, Suite 100 Dallas, Texas 75248 (214) 931-0694 INDEX CONTRACT AGKEEMENT PROPOSAL INSURANCE CERTIFICATE AMENDMENT TO GENERAL CONDITIONS GENERAL COND~IONS SPECIAL CONDITIONS AND TECHNICAL SPECIFICATIONS CONTRACT AGREEMENT This Agreement is dated the ~ day of November, 19~5 by and between Copperstone, Ltd. (Hereinafter called Owner) and Glenn Thurman, 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: Paving Improvements 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 rights 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 Fif~ (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 February 23, 1995. ARTICLE 4. CONTRACT PRICE Owner shall pay Contractor for performance of the Work in accordance with the Contract Documents in current funds as follows: Seven hundred sixty-two thousand, two hundred ninty-two dollars and 90/100 ($762,292.90). 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. Ail 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, rules 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 otherwise 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 right 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 pan 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 atier 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). ARTICLE 8. MISCELLANEOUS 8.1 Terms used in this Agreement which are defined in Article 1 of the General Conditions shall have the meanings indicated in the General Conditions. 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 parry hereto, his partners, successors, assigns and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. ARTICLE 9. OTB_ER PROVISIONS In Witness Whereof, the parties hereto have signed this Agreement in triplicate. One counterpart each has been delivered to Owner, Contractor, and Engineer. Ail portions of the Contract Document have been signed or identified by Owner and Contractor or by Engineer on thek behalf. This Agreement will be effective on the 2'l '~7 day of November, 1995. OWNER: CONTRACTOR: Copperstone, Ltd. Glenn Thurman, Inc. 8300 Douglas, Suite 800 P.O. Box 850842 Dallas, Texas 75225 Mesquite, Texas 75185-0842 (214) 706-9190 (214) 286-6333 By: Briscoe Clark Company, Ltd. Execut e Pr sident General Partner Contractor's Bid Proposal P.O.~ BOX 850°~42 MESQUITE, TX. 751SS-0S~2 ' 214/286-6333 *~~*~*~*** G~'E~C~N~ ~-~ ~.~"~ uR BRISCO CL~ CO~/COPPELL ' BiD DATE: ~JLY 28, 1995 5" ~bO FLEX on ...... ~ STP~ET PA~ W/C~ 2 5" 3600 PSI Cu.,~T~ ~S. ~, -~,~ ~ S306~'~. ~.==.00 STP~ET P~J~ W/Cb~ 3 6"-4"-6" 3600 PSI CONCP~TE SV_ 6,410 ~1~. .. 40 $98,~,~=. ~ 00 AiLEY PA~ = =~,..~ ~ o~~ (30 ) 4S,892 -~ ===~, ~ ~=..~ TON J03 $77.00 =, 131. O0 6 BRICK PAVERS " SF 940 $4.90 $4,606. O0 7 4" ~, ~. ,=~a S=~K ~F =,~,~ ~ $11.50 $47,966 50 8 BA_~IER F~E ~S ~ 9 $450.00 $4,050. O0 9 ~DI~ }lOSE PA~S SF 300 $8.95 $2,685. O0 - W/CONC~TE BASE !0 LT. T~ BUTTO~{S EA 52 $16.!0 $837.20 11 2" CO~UIT LF 320 $5.00 $1,600. O0 ~ TOT~ A=MOb~ BiD ' ' ' $762,292 90 I ] 1 · 7.3 Insurance CONFERS hi3 RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE Rollins Hudig Hall of TX, Inc. DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 2200 Ross Avenue, Suite 1700 **?..°.**U.C.!E.~..**SE.~**°...w.~ ........................................................................................................................ Dallas, TX 75201 COMPANIES AFFORDING COVERAGE (214)978-6600 Fax (214) 978-6650 ................................................................................................................................................................ ~.,~w A Transcontinental Insurance Co. cc:~,~ B Continental Casualt~ Co~pany ~hurman -Transportation P O. Box 850842 ~w D Texas Workers' Comp. Ins Fund Mesquite, Texas 75185-0842 THIS IS TO CER33FY THAT THE POUCIES OF INSURANCE lISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POliCY PERIOD INDICATED, NOTWFrHSTANDING ANY REOUIREMENT, TERM OR CONDmON OF ANY CONTRACT OR OTHER DOCUMENT WF~H RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTNN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HERFJN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDmONS OF SUCH POliCIES. liMr[S SHOWN MAY HAVE BEEN REDUCED BY P~dD CHUMS. co i TYPE OF U~SUP~NCE POUCY NUMBE~ i POUCY E~=ECIT~ ~OUCY LTR ~ ~DATE (MM~D~'Y) DATE ~WdDD/~Y) UM~S moouc~co~P ^r.G. ::S2, 000, 000 i ~ Ow~s & COme, OnS P~O~. E~CH OCCU,~CE !~ 1, 000, 000 ............................................................ MEn. EXPe~E (~ ~ ~,~,)~$ 5, 000 L.~rr :s 1,000, 000 ~ xu_ ow~ AUTOS .'~0/31/95 10 / 31/96i BOD,,Y ,~U~ :.: :i ......... i (Per ~ SCHEDU~ ~rr~ AUTOS .................................................................. i ~ Hk~ ~ i BODILY INJURY i ......... : (Per accident) : $ NON-OWNED AUTOS ~ ................................................. : ............................. ~ GARAG~ UABUTY ~ PROPER3Y DAMAGE :$ ......~XCESS::' ...................................................................................................................................... u^~tn'Y i .................................................................... :: ................................................................................. ~CH OCCURR~NC~ :$ 3., 000, 000 ~ ~ O"I34ER THAN UMBI:~ FO~M ! wo~K~'s COMpE~"nON ................................................................................ ~ ~CH ^CC~DF_.m' :$ 500, 00(3 OTHER DESCRIPTtON OF OPERA13ONS,~..OCATIONS/VEHICL.ES/$PECIAL ITEMS Project: Coppers tone Certificate Holder is named Additional Insured for coverages certified except Workers' Compensation. ~i~: SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE iiiiiiiii EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR 'tO ~i?~::.ii! MA~L 3 0 DAYS WRiTtEN NO, CE TO THE CERTiFiCATE HOLDER NAMED TO THE Copperstone, T,td. . ........ Attention: ~r Jim Briscoe i!i!i?ii LEFT, BUT FAILURE TO MA~L SUCH NO~CE SHALL ~MPOSE NO OBUGAT~ON OR · ~:~:i:~:i UABIUTY OF ANY KIND UPON THE COMPANY, ]TS AGENTS OR REPRESENTATIVES. 18300 Douglas, Suite 800 Dallas Texas 75225 ia-~XE1FDPIEI~TS TO GEN~_P~ CONDITIONS -- ARTICLE 1. ~:Dp!ication for Payment: Add "and Owner" after "Engineer". Change Order: Add "and Owner" after "Engineer". __~eld Order: Add "and O~.~er's" after "-~.ng_n~r~ ~ 's" .. .' S'cbstantia! Completion: Add "and Owner"=-f"=~u~_ "Engineer" the first time it appears. " .Work : ~= " D.__,ctive Change: Add "and Owner=-f",ru= "Engineer". ARTICLE ~2. Paragraph 2 ..... 3, first sentence: Change "=,~rt'!e~n='" to Paragraph. 2.6: Add "and Owner" =-f~=r~ "Encineer" D=~--graph 2.8: Add "and O~.~.er'' after "Engineer". P-racraDh 2 9, second se.-.~e~ce: ~-RT i CLE 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 Ow..--..er" after "Engineer" Paragraph 3.5.B: Add "and Ow.~.er" after "Engineer". · _RTi CLE 4. Paragraph 4.5.4: Paragraph 4.5.4 is deleted. P~ge ! of 4 ARTICLE 5. ._ Paragraphs 5.6, 5.7, 5.9 and 5.10: Owner's responsibilities with respect 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. · -RT i CLE 6. Paragraph 6.5, second sentence: Add "or Owner" after "Engineer". Paracraoh 6 6: A~d "-~ " ~ ,. -- =~._ Owner =-f~-L= "Engineer" Paragraph 6.13: Change the firs5 senYence to read,~ "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 inspection fees." Paragraph 6.14: Contractor's obligations with respect to cor~p!iance with Laws and Regulations sha~!! include, but not be limited to, Laws and Regulations pertaining to stormwater discharge, erosion control, tree removal and other applicable enviroD=~.enta! Laws and Regulations, as well as all applicable Laws and Regulations of the Federal Eousing A~.inistration and the Veterans A~.inistration. Paragraph 6.20, last sentence: Add "and Owner" =rte= "Engineer" and delete "Owner and" ARTICLE 7. Paragraph 7.3: Add and 0~= after "Engzneer . ~_RTiCLE 8. Paragraph 8.'1: Add "or advise Engineer of co~r~unications 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. Pfge 2 of 4 A~TiCLE 9. -- Paragraph 9.3: Cha~nge "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 OwT~er's written decisions thereon will be ~.~ and binding upon Ow?.er and Contractor" Paragraph 9.1!: Add "and Owmer" =-f-~=r "Engineer" save and exceot in the first sentence. ARTICLE 10. Paragraph 10 ~ 3: add "and Ow?:er" -f~.-=' "Engineer" ~_RTY CLE !!. Paragraph 1!.2: Add "and Ow_.-ner" after "Engineer". Paragraph 11.7: kdd "and Owner" afser "Encineer". Paragr. aph !!.$, last sentence: Add "and Owner" after Paragraph i! 9 ~: Add "aha O~, after "Engzneer". ~TiCLE 12. Paragraph 12.1: Add" ~' - ' . a~.~ Owmer" after "~ngkneer" ~RTICLE 13. Paragraph !3.4, first sentence: Add "and Owner" after "Engineer". Paragraph 13.6: Change the.paragraph to read "i~ any Work (including work of others) that is t~ be inspected, tested, or approved is covered without written concurrence of Ena~=e~ i~ taus~ ~ ~ re.~ruested by~.~_~-~=~_ or O~m=~, be uncovered for observatio'n. Such uncovering shall be=~t Pa~e 3 of 4 Contractor's expense." _ Paragraph 13.8: Add "or O~_er" after "Engineer" the first two times it appears in the sentence. Paragraph 13.9:. Change the first sentence to read· "...Contractor, at Engineer's or Owner's re.~uest, 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. · . _ = ~= Engineer" save and Paragraph 13 1~: Add "or Owner" -f~r" ~excep% the first time i% appears. D_~TI CLE 14. Paragraph !~..i: Add "and Ow.~..e~" after "Engineer".· Paragraph !~..7: Change "i..-..~?~ediate". to "within 15 days". Paragraph !~..8: Change "seven days" to "uen days" and change the. last sentence to read "...will be binding in Contractor until final pe.v..-nent" Paragraph 1~..!2: Add "and Olaf. er'' after "Engineer'1. Paragraph !~..!3, last sentence: Add "and Ow~.er's" after "Engineer's" and add "and Owner" afEer "Engineer" D_RTiCLE 15. Paragraph 15.2, last sentence: Add "and Owner" after "Engineer". Page 4 o~ a This document has important legal consequences: consultation with an attorney is encouraged with- respect to its completion or modification. 'r" '. STAND~ . GENE~I, 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 dj'vision of the NAT1ONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN CONSULTING ENGINEERS COUNCIL AMERICAN SOCIETY OF CIVIL ENGINEERS This document has been approved and endorsed by These General Conditions have been prepared for use with the Owner-Contractor Agreements (No. 1910-$-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 En~neering 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 7/94 © 1990 National Society of Professional Engineers i420 King Street, Alexandria, VA 22314 American Consulting Engineers Council 1015 15th Street, N.W., Washington, DC 20005 American Society of Civil En~neers 345 East 47th Street, New York, NY 10017 TABLE OF CONTENTS OF GENERAL CONDITIONS Article or Paragraph Page Article or ]~aragraph Number & Title Number Number & Title Number 1. DEFINITIONS ...... ' ............................. 13 2.5-2.7 Before Starting Construction; 1.1 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 !.5 Bid ....... ; ........................... 13 2.8 Preconstruction Conference ........... 15 !.6 Bidding Documents' . .................. I3 2.9 Initially Acceptable Schedules ......... 16 1.7 Bidding Requirements ................ 13 i.8 Bonds ' 13 3. CONTRa, CT DOCUMENTS: INTENT, 1.9 Change Order ........................ 13 AMENDING. REUSE ............................ 16 1.10 Contract Documents .................. 13 3.1-3.2 lntent ................................ 16 l.ll Contract Price ........................ I3 3.3 Reference to Standards and ].12 Contract Times ....................... 13 Specifications of Technical Societies; 1.I3 'CONTRACTOR ...................... 13 Reporting and Resolving ]. 14 defective ............................. 13 Discrepancies ...................... 16 1.15 Drawings ............................. 13 3.4 Intent of Certain Terms or Adjectives .. 17 1.16 Effective Date of the Agreement ...... 13 3.5 Amending Contract Documents ....... 1.17 ENGINEER .......................... 13 3.6 Supplementing Contra.ct Documents ... 17 - 1.18 ENGINEER's Consultant ............. 13 3.7 Reuse of Documents .......... · ........ 17 I. 19 Field Order ........................... 13 4. AVAILABILITY 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 .,. Regulations ........................ 14 4.2.1 Reports and Drawings ................ 17 1.23 Liens ................................. 14 4 .... Limited Reliance by CONTRACTOR 1.24 Milestone ............................. 14 Authorized; Technical Data ......... 18 1.25 N~tice of Award ...................... 14 4.2.3 Notice of Differing Subsurface or 1.26 Notice to Proceed .................... 14 Physical Conditions ................. 18 1.27 OWNER ............................. t4 4.2.4 ENGINEER's Review . ............... 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 ConditionsmUnderground 1.31 Project ............................... 14 Facilities ........................... 18 1.32 Radioactive Material .................. 14 4.3.1 Shown or Indicated ' 18 1.33 Resident Project Representative ....... 4.3,2 Not Shown or Indicated .............. 19 1.34 Samples .............................. 14 4.4 Reference Points ...................... 19 1.35 Shop Drawin~ ....................... 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 5.1-5.2 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 ............... 5.6 Property Insurance ................... 21 1.45 Written Amendment .................. 15 5.7 Boiler and Machinery or Additional 2. PRELIMINARY MATTERS ...................... 15 Proper~y 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 AJ'ticle or J~aragraph Page Article or Paragraph ~ t~age Number & Title Number Number & Title Number 5.12-5.13 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 CON'rRACTOR's Services ......... 29 5.15 Partial Utilization--Property 8.9 Limitations on OWNER's Insurance .......................... 23 Responsibilities .......... : .......... 30 8.10 Asbestos, PlEBs, 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 An'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.-~ 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 Determinakions for Unit Prices ........ 31 6.14 Laws and Regulations ................ 25 9.11-9.12 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 A.djustment ................. 32 · 6.22 H.,7~-rd Communication Programs ..... 27 10.3 Work Not Required by Contract 6.23 Emergencies ........................... 27 Documents ......................... 32 6.24 Shop Drawin~ and Samples .......... 27 6.25 Submittal Procedures; 10.4 Change Orders 10.5 Notification of Surety ................. 32 CONTRACTOR's Review Prior to Shop Drawing or Sample Submittal . 27 11. CHANGE OF CONTRACT PRICE .............. 32 6.26 Shop Drawing & Sample Submittals 11.1-11.3 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 11.5 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 11.8 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 for 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 & 77tie 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 CON'I'RACI'OR'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 13.11 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 I7.1 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 ~Application for Pro~ess Payment ..... 38 .: . Included ........................... 42 14.3 CONTRACTOR's Warranty of Title ... 38 14.4-14.7 Review of Applications.for EXFIIBIT GC-A (Optional): Progress Payments ................. 38 Dispute Resolution Agreement (Optional) ..... GC-AI 14.~-14.9 Substantial Completion ............... 39 16.1-16.6 Arbitration .................... GC-AI 14.10 Partial Utilization ..................... 39 16.7 lvlediation ..................... GC-A2 14. II 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 Requirement&--<lefinitions of' ...... 1.7 (I.1, 4.2.6.2) defective Work ....................... 10.4.1, I3.13, 13.15 Bonds-- final payment ................................. 9.I2, 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 .......................................... I.$ Work by OPENER ........................ 2.5, 6.30, 6.34 delivery of ...................................... 2.1, 5.1 Access to the-- final application For payment ................. ) 4.12-14.14 Lands, OWNER and CONTKACTOR general ............... 1.10, 5.1-5.3, 5.13, 9.13,10.5, 14.7.6 responsibilities ..................................... 4.1 performance, Payment and Other ................. 5.1-5.2 site, related work ....................................7.2 Bonds and Insurance--in 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 ........ I1 .$ Certificate of Substantial Completian ......... i.38.6.30.2.3. ENGINEER ' 6.20, 9.13.3 ~ · 14.8, 14.10 OWNER ....................................... 6.20, 8.9 Certificates of Inspection ' 9.13.4, 13.5, 14.12 Addenda---definition of (also see Certificates of Insurance .. 2.7, 5.3, 5.4.11, 5.4.13, 5.6.5, 5.8, definition of Specifications) ........... (1.6, I. 10, 6.191 1.1 ....................................... 5.14, 9..13.4, 14.12 "Additional Property Insurances ..................... ' ....5.7 Change in Contract Price-- Adjustments Cash A]lowances ................................... 11.$ Contract Price or Contract claim for price adjustment ..... 4.1, 4.2.6, 4.5, 5.15, 6.B.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, 11, 12, 14.8, 15.1 13.13, 13.14, 15.[, 15.5 progress schedu}e .................................... 6.6 CONTRACTOR's fee ............................... 11.6 Agreement-- Cost of the Work definition of ..................................... '- ....1.2 general ...................................... Il .4.-I 1.7 All risk Insurance, policy form ........................ 5.6.2 Exclusions to ....................................... 1'1.5 Allowances, C~h ..... ~ ............................... 11.8 Cost Records ....................................... 11.7 Amending Contract Documents ......................... 3.5 in genera) .............. 1.19, 1.44, 9.11, 10.4.2, 10.4.3. Amendment, Written-- Lump Sum Pricing ........................ . ........ I t.3.2 in general .... 1.10, 1.45, 3.5, 5.10, 5.12, 6.6.2, 6.8.2, 6.19, Notification of Surety ............. : ................. )0.$ )0. l, 10.4, 11.2, 12.1, 13.12.2, 14.7.2 Scope of ....................................... 10.3-10.4 Appeal. OWNER or CONTKACTOR 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. I, 4.2.6, 4.5, 5.15, 6.8.2, final payment .................. 9.13.4, 9.13.5, 14.12-)4.15 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 .............................. t4.1, 14.7 Contractual time limits .............................. 12.2 review of ...................................... 14.4-)4.7 Delays beyond CONTRACTOR's control ............ 12.3 Arbitration(Optional) ............................. I6.1-16.6 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 or change ............................... 10.340.4 definition of .......................................... 1.4 Change Orders-- OWNER responsibility for .................... 4.5.1, 8.10 Acceptance of Defective Work ..................... 13.13 possibie 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 ................................... 1 Availability of Lands ............................... 4. l, 8.4 Change of Contract Price ............................. 1 Award, Notice of---defined ............................ 1.25 Change of Contract Times ............................ 12 Before Starting Construction ........................ 2.3-2.8 Changes in the Work .................................. l0 Bid--definition of ...................................... 1.5 CONTRACTOR's fee ............................... 11.6 (1.1, 1.10, 2.3, 3.3, 4.2.6.4, 6.13, 11.4.3, 11.9.1) Cost of the Work ............................... 11.4-)1.7 4. , Article or Paragraph Article or Paragraph Number .Number Cost Records ....................................... 11.7 general .................................... 6.2, 6.9.2, 8.1. · definition of .......................................... 1.9 Hazard Communication Programs '. .................. 6.22 emergencies ........... : ............................ 6.23 Completion-- ENGINEER's responsibility ......... 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 Respons~ility ........ ; .............. 8.6, 10.4 Waiver ut' Claims ...................... · ............ 14.15 Physical Conditions-- Computation or Times ........................ i 7.2. I- 17.2:2 Subsurface and ...................................... 4.2 Concerning Subcontractors, Underground Facilities ........................... 4.3.2 Suppliers and Others ' 6.$-6. i ] Record Documents ................................. 6.19 Conferences-- 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 .......................... 11.3 CONTRACTOR to Report ..................... 2.5, 3.3.2 Changes in the Work .................................... 10 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 10.2 ' Contract Documents-- Right tO an adjusl~ment ............. . ................. ~.5 Scope of change ............................... 10.3-10.4 Amending ........................................... Claims-- Bonds ...................................... ' ......... 5.1 against CONTRACTOR ............................. 6.16 Cash Allowances ................................... ll.8 against ENGINEER .......... ~ ..................... 6.32 Change of Contract Price ..................... . ....... 1 I against OWNER ............... ' ..................... 6.32 Change of Contract Times ............................ 12 Change of Contract Price ....................... 9.4, 1 ].2 Changes in the Work ........................... 10.4-10.5 Change of Contract Times ...................... 9.4, 12.] check and verify ..................................... 2.5 CONTRACTOR's 4, 7.1, 9.4, 9.5, 9.11, 10.2, 11.2, 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 lee .............................. 11.6 ENGINEER as initial interpreter of ................. 9. I 1 CONTRACTOR's liability ..... ....... 5.4, 6.12, 6. }6, 6.31 ENGINEER as OWNER's representative ....... . ....9.1 CosI of the Work .............................. 11.4, 11.5 general ................................................ 3 Decisions on Disputes ......................... 9.11, 9.12 Insurance ............................................ $.3 Dispute Resolution .................................. 16.1 Intent .................................... : ....... 3. 1-3.4 Dispute Resolution Agreement .................. 16. I-16.6 minor variations in the Work ......................... 3.6 ENGINEER as initial interpretor .................... 9.11 OWNER's resp6nsibility to furnish data .............. 8.3 Lump Sum Pricing ................................ 11.3.2 OWNER's responsibility to make Notice of ........................................... 17.3 prompt payment ....................... 8.3. 14.4, 14.13 OWNER's ........... 9.4, 9.$, 9.11, 10.2. 11.2, 11.9, 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 Cour~ Costs Included .......... 17.5 Related Work ........................................ 7.2 request for formal decision on ....................... 9.11 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 ut' ENGINEEWs Employment ........... 8.2 Unit Price Work .................................. 11.9.3 Unit Price Work ................. J .................. 11.9 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 ......................... 9~2 Work Change Directive ............................. 10.'2_ Cohtract Price-- written notice required ................... 9.11, 11.2, 12.1 adjustment o[ ................ 3.5, 4.1, 9.4, 10.3, 11.2-11.3 Clarifications and Interpretations ............ 3.6.3, 9.4, 9. I1 Change of ............................................ 11 Clean Site ............................................ 6.17 Decision on Disputes ............................... 9.11 Codes ol'Technical Society, Organization or definition of' ........................................ l.ll Association ...................................... 3.3.3 Contract Times-- 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 ~.aragraph Number Number Commencement of ...................................2.3 For Acts and Omissions of Other~ ..... 6.9.1-6.9.2, 9.13 definition of ........................................ 1.12 for deductible amounB, insurance .................. 5.9 CONTRA~OR~ gcne~ ................................. 6, 7.2, 7.3, 8.9 Acceptance o~ tnsu~nce ............................ 5.14 H~rdous Communication Prog~s ............. 6.~ Limited Reli~ce on Technical Dam Authorized ..... 4.2.2 Indemnificatirn .............................. 6.31~.33. Communic~ons ............................... 6.2, 6.9.2 ~bor, Matefi~s ~d Equipment ................. 6.3-6.5 Con~nue Work ................................ 6.29, 10.4 ~ws and Regulations ............................ 634 coordination and scheduling .... ' ..................... 6.9.2 Liability Insurance ................................. 5.4 definition of ........................................ 1.13 Notice of v~ation from Contact Documents ..... 6.27 May Stop Work or Teminate ....................... 15.5 Patent Fees and Royalties ......................... 6.12 provide site access to others .................... 7.2, 13.2 Pe~its ' . ..................... 6.13 Safety and Protection ....... 4.3.1.2, 6.16, 6.18, 6.2 I-6.23, Proeress Schedule ................................. 6.6 7.2, 13.2 Re~ord Documents ............................... 6. Shop D~wing and Sample Review P~or to Submittal. 6.25 related Work pedo~ed prior to ENGINEER's Stop ~rk requirements ........................... 4.5.2 approval of r~quired submittals ................. 6.28 CONTRA~OR'~-- safe structural loading ............................ 6.18 Compensation 11 1-11.2 Safety and Protection ................... 6.20, 7.2, 13.2 .................................... 6.21 Continuing Obligation ........ : ..................... 14.15 Safe~y Repre scnmtive ............................. Defective Work .......................... 9.6, ]3..IGI3.14 Scheduling the Work ............................. 6.9.2 Duty to co~ect detect~ve Work ................. ~ .... 13.11 Shop D~wings and Samples ......... : ............ 6.24 Du~y to Report-- Shop D~wings ~nd Samples Review ~ - Changes in the Work caused by by ENGINEER " .. 6.2~ Emereency ..................... 6.23 Site Cleanliness ' .... 6. - ' ................. Defects in Work of Others ......................... ?.3 Submittal Pr~edures ............................. Differing conditions ............................... 4.2.3 Substitute Construction Methods and Discrepancy in Documenm ........... 2.5, 3.3.2. 6.14.2 Procedures .................................... 6.?.2 Unde~round ~cilifies not indicated ~.3.2 Substitutes and "Or-Equ~" Items ................ - · ............. Emergencies ........................................ 6.23 Superintendence ......................... ; ......... Equipment and Machine~ Rental, Cost Supe~ision ........................................ 6.1 of the Work ................................... ] 1.4.5.3 Survival of Obligations ............................ 6.34 Fee~Cost-Plus ..................... 11.4.5.6, 31.5.1, 11.6 Taxes ............................................ 6. General Wa~anty and Gua~ntee .................... 6.30 Tests and Inspections ' . ............ 13.5 H~rd Communication Programs ................... 6.22 To Repo~ ......................................... 2.5 Indemnification ...................... 6.12, 6.16.6.31~.33 Use of Pr~mises .................... 6.1&6.18, 6.30.2.4 Inspection of the Work ......................... ~.3, 13.4, Review Prior to Shop Drawing or Sample Submittal .. 6.25 Labor. Materials and Equipment .................. 6.3~.5 Rieht to adjustment for changes in the Work ......... 10.2 Laws and Regulations, Compliance by ............. 6.14.1 fi~t to claim .. 4, 7.1, 9.4, 9.5, 9.11, 10.2, 1] .2, Il .9. 12.1, Linbility lnsu~nce ................................... 5.4 13.9, 14.8. 15.1, 15.5. 17.3 Notice of Intent to Appeal ..................... 9.]0, 10.4 Safety and Protection ................. 6.20-6.22.7.2, 13.2 obligation to pe~orm and complete the Work ........ 6.30 Safety Representative ............................... 6.21 ~tent Fees and Royalties, paid for by ............... 6.12 Shop Drawings and Samples Submitt~ ......... 6.24-6.28 Pefforman~ and Other Bonds ........................ 5.1 Special Consultants ............................... 11.4.~ Permits, obtained and paid for by .................... 6.13 Substitute Const~ction 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 Reques~ for focal decision on disputes ............. 9.11 Subcont~ctors, Suppliers and Othe~ ............ 6.~-6.11 Responsibilities~ Supe~ision and Superintendence ........... 6.1, 6.2.6.21 Changes in the Work 10.1 Taxes, Payment by .................................. 6. ............................... 6.~&6.18 Concerning Subcont~ctors, Suppliers and Others. 6.8- Use of Premises ...' ............................. 6. I I War~nties and gua~ntees ...................... 6.30, 6.5 Continuing the Work ........................ 6.29, 10.4 Wm~nty of Title .................................... 14.3 CONTRA~OR's expense ....................... 6.7. I Written Notice Required~ CONTKA~OR's Gene~l Wa~nty and Gua~n- CONTraCTOR s~op Work or te~i~ate ........... 15.5 lee ............................................... 6.30 Repo~s of Differing Subsu~ace and Physical Cond[- CONTKA~OR's review prior to Shop D~wing or Sam- tions ............................................. 4.2.3 pie submittal ..................................... 6.25 Substantial Completion ........................... 14.8 Coordination of Work .............................. 6.9.2 CONTKACTORS~ther ................................. Emereencies ..................................... 6.23 Cont~ctual Liability ]nsu~nce ...................... 5.4.10 _ ' l~~ ENGINEER's evaluation, Substitm~s Cont~ctual Time Limits ................................. or "Or-E~ual" Items .......................... 6.~.3 Coordination Article or Paragraph Article or t~aragraph Number Number CONTRACTOR's responsibility .................... 6.9.2 Determinations for Unit Prices ........................ 9. l0 Copies of Documents .................................. 2.2 Differing Subsurface or Correction Period .................................... 13.12 Physical Conditions Correction, Removal or Acceptance of Notiize of ........................................... 4.2.3 Defective Work ' ENGINEER's Review ............................. 4.2.4 in general ............................. 10.4.1, 13.10-13.14 Possible Contact Documents Change ............... 4.2.5 Acceptance of Defective Work ..................... 13.13 Possible Price and Times Adjustments .............. 4.2.6 Correction or Removal of Defective Work ..... 6.30, t3.11 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 .......................... 13.10 Arbitration ..................................... 16. I-16.5 Cost-- general ............................................... 16 of Tests and I nspecfions ............................. 13.4 Mediation .......................................... 16.6 Records ............................................ 11.7 Dispute Resolution Agreement .................... 16.1-16.6 Cost of the Work-- Disputes. Decisions by ENGIN EER .............. 9.11-9.12 Bonds and insurance, additional ................. I 1.4.5.9 Documents-- C~h Discounts ................................... 11.4.2 Copies of ............................................ 2.2 CONTRACTOR's Fee .............................. 11.6 Record ............................................. 6.19 Employee Expenses ............................. I 1.4.5.1 Reuse of ............................................. 3.7 Exclusions to ......................... i .............. 11.5 Dr-~wings-~definition of' .......... - ..................... 1.15 General ........................................ I 1.4-11.5 Easements ............................................. 4.]. Home office and overhead expenses ................. 11.5 Effective date of Agreement--definition of ............. I. 16 Losses and damages ............................. 11.4.5.6 Emergencies ......................................... .. 6.23 Materials and equipment .......................... I 1.4.2 ENGINEER-- Minor expenses ................................. 11.4.5.8 as initial interpreter on disputes ................. 9.1 I-9.12 Payroll costs on changes .......................... I 1.4.1 definition of ................................ ' ........ 1.17 performed by Subcontractors ...................... 11.4.3 Limitations on authority and Records ............................................ 11.? responsibilities ' . ........ 9.13 Rentals of construction equipment and machinery. ] 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 ................................ lJ.-~ Change Orders. responsibility for 9.7, 10. 11 12 Trade Discounts .................................. 11.4.2 Clarifications and Interpretations .: ............ 3.6.3, 9.4 Utilities, rue) and sanitary, facilities ............... 11.4.5.7 ' Decisions on Disputes .......................... 9.1)-9.1'2- Work after regular hours .......................... 11.4.1 defective Work. notice of ' . .... 13.1 Covering Work ................................... 13.6-i3.? Evaluation of Substitute Items ...................... 6.7.3 Cumulative Remedies ............................ I~.4-17.5 biability ....................... . ................ 6.32, 9.12 Cutting, fitting and patching ............................ 7.2 Notice Work is Acceptable ......................... 14.13 Dat.~. to be furnished by OWNER ...................... 8.3 Observations ................................. 6.30.2, D,~y--definition of ................................... 17.2.2 OWNER's Representative ........................... 9.1 Decisions on Disputes ........................... 9. Il, 9.12 Payments to the CONTRACTOR, defective---definition of ................................ l.I4 Responsibility for .............................. 9.9, 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 ............................... 9.1 I-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 OWN ER lvlay Stop Work .......................... 13.10 responsibility ..................................... 6.26 Prompt Notice o[ 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 ............................................... I 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 ...................................... 2.1 ENGINEER as Initial Interpreter ............. 9.11-9.12 Delivery. of certificates of insurance ..................... 2.7 ENGINEER's Responsibilities ................ 9.1-9.12 Article or Paragraph Articl, or Paragraph Nurnb,r Number - Limitations on ENGINEER's Authority and deductible amounts, CONTRACTOR's 9.13 responsibility .. 5.9 Responsibilities .... .................................................................. 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. I1 Waiver of Rights .................................... 5.11 Explorations of physical conditions ................... 4.2.1 Intent of Contract Documents ....................... 3.1-3.4 Fee, CONTRACTOR's--C. osts-Plus ................... 11.6 Interpretations and Clarifications ................. 3.6.3, 9..4 Field Order-- .: . Investigations of physical conditions .................... 4.2 definition ot' ........................................ 1.19 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 Reports & Tests ..................................... 8.4 Final Payment-- and Acceptance .............................. 14.13-14.14 Laws and Regulations--l.mws or Regulations-- Prior to, for cash allowances ........................ 11.8 -Bonds ............................... ' 5.1-5.2 General Provisions 17.3-17.4 Changes in the Work ................................ 10.4 ............................... Contract Documents ............................. ~... 3.1 General Requirements-- CONTRACTOR's Responsibilities ................... 6.14 defintion of ......................................... 1.20 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.-,.5.., Giving Notice ......................................... 17.1 definition of ' . ........ 1.22 Guarantee of Work--by general ............................................. 6.14 CONTRACTOR .............................. 6.30, 14.12 1 nde mnification ................................ 6.3 t-6.3.; Hazard Communication Programs ..................... 6.22 Insurance ............................................ 5.3 Ha2.ardous '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 OWN ER's responsibility for ........................ 8.10 Subcontractors, Suppliers and Others ............ 6.8-6. I1 Indemnification ........................ 6.12, 6.16, 6.31-6.33 Tests and Inspections ............................... 13.5 Initially Acceptable Schedules .......................... 2.9 Use of Premises .................................... 6.16 CONTR.a, CTOR'S Inspection-- Visits to Site ......................................... 9.2 Certificates of ......................... 9.13.4, 13.5, 14.12 Liabilily insurance-- Final .............................................. 14.11 CONTRACTOR's .................................... 5.4 Special, required by ENGINEER .................... 9.6 OWNER's ........................................... 5.5 Tests and Approval ........................ 8.'/, 13.3-13.4 Licensed Sureties and Insurers ......................... 5.3 Insurance-- Liens-- Acceptance of, by OWNER ......................... 5.14 Application for Pro~ess 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 of ........................................ 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 Article or Paragraph Article or PaT'~graph Number Number ' Reference to in Contract Documents ................ 3.3.1 Inspections, tests and approvals ................. $.7, 13.4 Materials and equipment-r- Liability Insurance ................................... 5.5 furnished by CONTRACIDR ........................ 6.3 Notice of Defects ................................... 13. not incorporated in Work ............................ 14.2 Representative--During Construction, Materials or equipment---equivalent ..................... 6.7 ENGINEER's Status ............................ 9.1 Mediation (Optional) .................................. 16.7 Responsibilities-- Milestones--definition of .............................. 1.24 Asbestos, PCB's, Petroleum, Hazardous NIiscclianeous--- Waste on Radioactive Material " ... Computation ot'Times .............................. 17.2 Change Orders .................................... 8.6 Cumulative Remedies ............................... 17.4 Changes in the Work .............................. !0.1 Giving Notice ....................................... 17. I 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 Muhi-prime contacts .................................... 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 oi~ Project ............................ 14.13 prompt payment by ................................ 8.3 Award, definition of ................................. 1.25 replacement of ENGINEER ....................... 8.2 Claim ......... a .................................... 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, IA. l0 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 .......... 711,9.4, 9.11, 11.2, 11.9, 14.7, 15.4 Occupancy of the ¥~brk ................ 5.15, 6.30.2.4, 14.10 PCBs-- Omissions or acts by CONTRACTOR ............. 6.9.9.13 definition of ........................................ 1.29 "Open peril" poi'icy form, Insurance ................... 5.6.2 general .............................................. 4.5 Option to Replace ..................................... 5.14 OWNER's responsibility for ........................ "Or Equal" Items ................................... 6.7 Pan]al Utilization- ''' 1.28 Other work .............................................. 7 definition of ........................ . .................. Overtime Work--prohibition of ......................... 6.3 general ................................... 6.30.2.4, 14.10 OWN ER-- Prope r~y 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.]2-5.13 ' 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 May refuse to make payment ........................ 14.7 Final Inspection .................. ................. 14.11 May Stop the Work ................................13.10 Final Payment and Acceptance ............... 14.13-14.14 may suspend work, general ........................................... $.3, 14 terminate ....................... 8.8, 13.10, 15.1-1514 Partial Utilization .................................. 14.10 Payment. make prompt ................... 8.3, 14.4, 14.13 Retalnage ......................... : ................. 14.2 performance of other Work ............................ 7.1 Review of Applications for Progress - 14.4-14.7 permits and licenses, requirements .................. 6.13 l:~yments ................................. .. purchased insurance requirements ............... 5.6-5.10 prompt payment ..................................... 8.3 OWNER's-- Schedule of Va}ues .................................. 14. Acceptance of the Work ......................... 6.30.2.5 Substantial Completion ......................... 14.8-14.9 Change Orders, obligation to Waiver or 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 Part:graph Article or'Paragraph Number Number · l%troleum-- Regulations, Laws and (o0 ............................ 6.14 definition of ........ , ............................... 1.30 Rejecting Defective Work ............................... .9.6 l~eneral .............................................. 4.5 Related Work-- OWNER's responsibBity for ........................ 8.10 at Site .............................. : ........... 7.1-7.3 Physical Conditions-- 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 gene~I ........................................... 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 ............................ 4.2.1. I Resident Project Representative-- Technical Data, Limited Reliance by definition of ........................................ 1.33 .:CONTRACTOR Authorized .................... 4.2.2 provision for ......................................... 9.3 Unde~round Facilities-- . 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 .............. Shown or Indicated ............................ 4.3.1 Limitations on .................................... 9.13 Technical Data ..................................... 4.2.2 OWNER's-in general .................................. Preconstruction Conference '. ........................... 2.8 Retainnge ............................................. 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~<lefinition of .......................... 1.1.1 Payments ...................................... 14.4-14.7 Progress Payment, Applications fo~ .................... 14.2 Right to an adjustment ................................ 10.2 Pro~ess 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~efinition of .................................. 1.31 Safety'-- Project Representative-- and Protection ....... 4.3.2, 6.16, (~.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 b~, OWNER ........................... $.3 definition of ........................................ 1.34 Proper~y 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, 6.2-¢-6.28 definition ........................................... 1.32 Schedule of Values ........................ 2.6, 2.8-2.9, 14.1 general .............................................. 4.5 Schedules-- OWN ER'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. t9, 14.12 Change of Contract Times .......................... 10.4 Records, procedures for maintaining .................... 2.8 Iai felly 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 .............................. 4.2.1.1 10 Articl~ or Paragraph Article or Paragraph Numb,r Numb~.r · Shop Drawings-- Substitute Items ..................................6.7.1.2 and Samples, general .: ......................... 6.24-6.28 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 9f '. ....... .. ................ 3.6.2 Limited Rbliance 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 Repons 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 ................. ~._.1.1 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" policy form, insurance ....... 5.6.2 ENGINEER shall not supervise ... ............. 9.2, 9.13.2 " Specifications-- Superintendence ........................ : .............. 6.2 definition of ........................................ t.36 Superintendent, CONTRACTOR's resident ........... 6.2 of Technical Societies, reference to ................. 3.3.1 Supplemental costs .................................. I 1.4.5 precedence ............................ 3.3.3 Supplementer3' Conditions-- ............ 1.39 Standards and Specifications of Technical definition of ........................................ 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. II, 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, 6.8-6.11, Storage of materials and equipment ................. 4.1,7.2 6.20, 6.24, 9.13. 14.12 Structural Loading, S~ety ............................. 6.18 Waiver of Rights .................................... 6.11 Subcontractor-- Surety-- Concerning ...................................... 6.8-6.11 consent to final p.~yment ....... ' .............. 14.12, 14. t4 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 ................................... 5.1-5.3 Subcontractors--in general ........................ 6.8-6.11 Survival of Obligations ................................ 6.34 Subcontracts--required provisions ........ 5.11, 6.11, 11.4.3 Suspend Work, OWNER May .................. 13.10, 15.1 Submittals-- Suspension of Work and Termination-- . ................. 15 Applications for Payment ........................... 14.2 CONTRACTOR May Stop Work or Maintenance and Opermion Manuals ............... 14.12 Terminate ........................................ 15.5 Procedures ......................................... 6.25 OWNER May Suspend Work ....................... 15.1 Progress Schedules .............................. 2.6, 2.9 OWNER May Terminate ....................... 15.2-15.4 Samples ....................................... 6.24-6.28 Taxes-l>ayment by CONTRACTOR .................... 6.15 Schedule of Values .............. ~ .............. 2.6, 14.1 Technical Dat-~-- 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 ................................. 6.24-6.28 Repons 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 CONTRACTOR's 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 ~nd Adjectives .................................. 3.4 Substitute Construction Methods of Procedures ..... 6.7.2 Tests and Inspections-- 11. Article or Paragraph Article or 'P'aragraph 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-I3.7 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' ...................... I3.4 Payment ........................... : ............... 14.15 special, required by ENGINEER ..................... 9.6 Waiver or' 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 .............................................. Adjusting ............................................ 6.6 Changes in the ....................................... 10 Computation of ..................................... 17.2 Continuing the ....................................... 6.29 Contact Times---definition of: ...................... 1.12 CONTRACTOR May Stop Work or Terminate ' 15.5 day ................................................ 17.72 Coordination or' ...................................... 7.4 Milestones ............... ' ............... : ............ 12 Cost of the ..................................... 11.4-11.5 Requirements-- definition of ........................................ 1.43 appeals .......................................... 16 neglected by CONTRACTOR ...................... 13.-14 clarifications, claims and other Work ............................................ 7 disputes ............................. 9.1 I, 11.2, 12 OWNER May 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, Under~ouncl Facilities, Physical Condi{ions-- 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 ........................................ 1.'~'~,4 Shown or Indicated ' 4.3.1 principal references to .................... 3.5.3, 10.1-10.2 Unit Price Work-- Written Amendment-- claims ............................................ 11.9.3 definition of ........................................ 1.45 definition of ........................................ 1.-,_~? 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, I0.1, 10.4, 11.2, 12.1, 13.12.2, 14.7.2 Unit Prices-- Written Clarifications ancl general ........................................... 11.3.1 Interpretations ........................... 3.6.3, 9.4, 9.11 Determination for ................................... 9.10 Wriuen 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, 12.1 Utility owners ...................... 6.13, 6.20, 7.1-7.3, 13.2 by OWNER .................... 9.10-9.11, 10.4, 11.2, 13.14 :" 12 · GENERAL CONDITIONS meat, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders and ENGINEER's written interpretations and c~arifications issued pursuant .to ARTICLE 1--DEFINITIONS paragraphs 3.5, 3.6. I, 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 4.2.1.1 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: 1.11. Contract ?rice--The moneys payable by OWNER to CONTRACTOR for completion of the Work in accordance l.l. Addendt~--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. 4greement--The written contract between OWNER 1.12. Co,uract 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--Tbe person. firm or corporation progress or final payments and which is to be accompanied by with whom OWNER has entered into the Agreement. such supporting documentation as is required by the Contract Documents. 1.14. defectire--An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or 1.4. A~besto~--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 meats, or does not meet the requirements of 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 ENGl- · 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. lO). 1.6. Bidding Docttment~Theadvertisementorinvitation 1.15. Dra~Hnga--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 RequirementaNThe advertisement or invita- tion to Bid, instructions to bidders, and the Bid form. 1.16. Effective Date of the Agreement~The date indicated in the Agreement on which it becomes effective, but if no such 1.8. Bond~--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. Cht~nge Order--A document recommended by ENGI- NEER. which is signed by CONTRACTOR and OWNER and I. 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 Conauhtmt~A person, firm or corpo- ration having a contract with ENGINEER to furnish services 1.10. Contrcct Documents~The Agreement, Addenda as ENGINEER's independent professional associate or con- (which pertain to the Contract Documents), CONTRACTOR's sultant with respect to thi 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 Dr-aw- 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 1.20. GeneralRequirements--Sections of Division I of the 1.33. Resident Project Represenlative-- The 'authorized . Specifications. representative of ENGINEER who may be assigned to the site . or any part thereof. 1.21. Hazardous WastetThe term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste 1.34. SaraplestPhysicalexamplesofmateria]s, equipment, Disposal Act (42 USC Section 6903) ms 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 Regulation$~Any and all applicable laws, rules, regulations, ordinances, codes 1.35. Shop Drawing$~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. Z. iens~Liens, charges, security interests or encum- the Work. brances upon real property or personal property. 1.36. Specifications--Those portions of the Contract Doc- 1.24. Miles~one~A principal event specified in the Con- ument5 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 Completi.on of all the 'Work. ship as applied to the Work and certain administrative details applicable' thereto. 1.25. Notice ora ward--The written notice by OWNER to the apparent successful bidder slating that upon compliance by 1.37. $~bcontractor--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 par! of the Work sign and deliver the Agreement. at the site. 1.26. NoticetoProceed--AwrittennoticegivenbyOWNER 1.38. Substantial Completion--The Work (or a specified to CONTKACTOR (with a copy to ENGINEER) fixing the 'pan 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 certificate of Substantial Completion, it is sufficiently com- ' which CONTRACTOR shall start to perform CONTKAC- plete, in accordance with the Contract Documents, so that the TOR's obligations under the Contract Documents. 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. OWN£RtThe 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 pan of the Work refer to Substantial Completion thereof. 1.28. Partial Utilization~Use by OWNER of a substan- tially completed part of the Work for the purpose for which it is 1.39. Sttpple,nema,? 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--Polychiorinated biphenyls. 1.40. Supplier~A manufacturer, fabricator, supplier, dis- tributor, m.~terialman or vendor having a direct contract with 1.30. Petroleum--Petroleum, including crude oil or any CONTRACTOR or with any Subcontractor to furnish matefi- 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. UndergroundFacilitie$~AIl pipelines,conduits.al, nets, 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 pan 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. '~brk--The entire completed construction or the va~- Conu~ct Times commence to run tater than the sixtieth._.day a_her ious sepm'mely idendfabie pm~s thereof' required to be fur- the day of Bid open]ng or thethirl]eth day after the Effective D'etre nished under the Contract Documents. Work includes and is of the A~ement, whichever date is em'lier. [he result of performing or furnish[n§ labor and rum]shinB and incorporating materiaJs and equipment into the construction, Sza~'d,,zg the IVork: and performing or furnishing services a.nd furnishing docu- ments, all as required by the Contract Documents. 2.4. CONTR.ACTOR sh=lt start to perform the Work on the date when the Contract Times commence to run, but no Work 1.44. Worlc Ch,~nge Directiv¢--A 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 5zar~ng Consrruc~on: 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 WorE, CON- para_~raph 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 fgures shown the Contract Times, but is evidence that the parties expect that thereon and all applicable field me-~surements. CONTRAC- the change directed or documented by a Work Change Direc- ' TOR shall promptly report in writing to ENGINEER any tire will be incorporated in a subsequently issued Change conflict, error, ambiguity or discrepancy which CONTRAC- Order following negotiations by th.~ parties as to its effect, if TOR may discover and shall obu~in a written interpretation or any, on the Contract Price or Contract Times as provided.in clarifcation from ENGINEER before proceeding with any paragraph 10.2. Work affected thereby: however, CONTRACTOR shall not be liable to OWNER or ENGINEER f.or failur~ to report any' 1.45. Wrhzen Arnenflrnen/~A written amendment of' the conflict, error, ambiguity or discrepancy in the Contract Doc- Contract Documents, si,~ned by OWNER and CON-J'RACTOR uments, unless CONTRACTOR knew or reasonably should on or after the Effective Date of the Agreement and normally have known thereof.. dealin[ with the nonen_c, ineerin,~' or nontechnicaJ rather than strictly construction-related ~spects of the Contract Docu- 2.6. Within ten days after [he Effective Date of. the ment (unless othe~,is¢ speci~ed in the General Requirements), ments. CONTRACTOR shall submit to ENGINEER for review: 2.6.1. a preliminary progress schedule indicatin_--, the times (numbers of. days or dates) for startin~ and completin.o_ ARTICLE 2~PREL[MtNARY MATTERS the various sta~¢s of the Work.. including an)' Milestones specifed in the Contact Documents: 2.6.2. a preliminary schedule of' Shop Drawin~ and Sam- pie submittals which will list each required submittal and the DeZi~.eO' of Bon~s: dines for submitting, reviewin~ and processing such submit- 2.1. When CONTRACTOR delivers the executed ments to OWNER, CONTRACTOR sh~lt also deliver to 2.6.3. a preiimin.~ry schedule of values for all of the OWNER such Bonds as CONTRACTOR may be required to Wore which will include quantities and prices o~' items furnish in accordance with paragraph _5.]. a_oo_regatin~ the Contract Price and will subdivide the Wore into component parts in suf~cient de',.qil to serve as the b~sis f'or progress payments during construction. Such prices will Copies of Doc,,menzs: include an appropriate amount of' overhead and proem..~ppli- c.~ble to each item of' Work.. 2.2. OW'HER shall furnish to CONTRACTOR up to copies (unless otherwise specified in the Supplementary Con- '2_.7. Before any Work at the site is started, CONTR.~,CTOR ditions) of the Contract Documents ~s are reasonably neces- and OWNER shall each deliver to the other, with copies to gary for the execution of the Work.. Additional copies will be each additional insured identified in the Supplementary Condi- f'umished, upon request, at the cost of' reproduction, lions, certificates of insurance (and other evidence of'insurance which either of them or any additional insured may re~onably request] which CONTRACTOR and OWNER respectively are Commencement of Contract Timex; Notice to Proceed: required to purchase and maintain in accordance with p~- graphs 5.4, 5.6 and 5.7. 2.3. The Contract Times will commence to run on the thi~- eth day a. tter the Effective Date of the A.m'eement, or, if a Notice ?reconstruction Conference: to Proceed is g~ven, 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 af'ter the Effective Date of' the Agreement. In no event will the run, but before an)' Work at the site is started, a conference 15 attended by CONTRACTOR, ENGINEER and others as ap- cations and interpretations of the Contrac! Documents shall be propHate will be held to establish a working understanding issued by ENGINEER as provided in parag-mph 9.4. · among the parties as to the Work and to discuss the schedules referred to. in paragrapl! 2.6. procedures for handling Shop Drawings and other submittals, processing Applications for 3.3. Reference to Stnndztr~ ,md Speri.}ictztions of Technical Payment and maintaining required records. Societies; Reporting and Resolving Discrepancies: 3.3.1. Reference to standards, specifications, manuals or codes of any technical society, organization or association, ln£~,,lty Acceptable Schedules: 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 meats, at least ten days before submission of the first Applica- Laws or Regulations in effect at the time of opening of Bids .. lion 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 an5' 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 ac'ceptable to ENGINEER as Contract Documents and any provision of any s,',ch Law or provided below. The progress schedule will be acceptable to Regulation applicable to the performance of the Wo'i'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 NEER responsibility for the sequencing, scheduling or progress once. and, CONTRACTOR shall not proceed with the Work of the Work nor interfere with or relieve CONTRACTOR from affected thereby (except in an emergency as authorized by CONTRACTOR's fullresponsibilitytherefor. 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 pr.oviding a workable arrange- indicated in paragraph 3.5 or 3.6; provided, however, that meat 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- "' N ltv or discrepancv unless CONTRACTOR knew or reason- r. NG1, EER as to form and substance. . . any should have known thereof. 3.3.3. Except as otherwise specifically stated in the Contract Documents or as may be provided by amendment ARTICLE 3--CONTRACT DOCUMENTS: INTENT. or supplement thereto issued by one of the methods indi- AMENDING. REUSE cared in paragraph 3.5 or 3.6, the provisions of the Contract Documents shall take precedence in resolving any conflict. error, ambiguiLv or discrepancy between the provisions of the Contract Documents and: Ir, lent: 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 meat 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 ~..,' '.o' .... ' the provisions of any such Laws or Re~u-. 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 wilh the Contract Document~ 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 responsibititiesorOWNER, 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 p~oyees 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 anv. of ENGINEER's Consultants, agents or employees an.',' shall be interpreted in accordance with that meaning, Ctarifi- duty or authority to supervise or direct the furnishing or 16 performance of the Work or any duty or authority to under- of the Drawings, Specifications or other documents (or copies take 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 ments, 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 ad,jectives of' like effect or import are used to describe a requirement, direction, review or .judg- ARTICLE '-,--AVAILABILITY OF LANDS; merit of ENGINEER as to the Work. it is intended that such SUBSURFACE AND PHYS1CAL 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 Avait,,bilin'ofLa,uffs: indicated in the Contract Documents (unless there is a ' specific statement indicating otherwise). The use of any such term or ad,jective shall not be effective to assign to ENG]- 4.1. OWNER shall furnish, as indicated in the Contract NEER any duty or authority to supervise or direct the Documents. the I.',nds upon which the Work is to b.e.perfon'ned. 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 written request, OWNER shall furnish CON- Contract Documents. TRACTOR with 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 an.,,' 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 othe~vise provided in the Contract Docu- ments. If CONTRACTOR and OWNER are unable to .',gree 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 an.',' delay in' 3.5.3. a Work Change Directive (pursuant to OWNER's furnishing these lands, rights-ot'-way or e.',sements, paragraph 10.1). CONTR?,CTOR may make a claim therefor as provided in Ar'tides I1 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 merits 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. SubsurJ'ace and ?hysical Conditions: 3.6.2. ENGINEER's approval of a Shop Drawing or 4.2.1. Reports ~nd Drowit~g$: 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 clarifica- 4.2.1.1. Subsurface Condition.s: 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 t~euse 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 an)' title to or ownership rights in any lng the Contract Documents. 17 4.2.2. Limited Reliance by CONTR. ACTOR Aathorized; 4.2.5. Possible Contract Documents Change: Jr. 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 of a 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 "techhical data" is identified in the Supple- Change Order will be issued as provided in Article l0 to reflect mentary Conditions. Except for such reliance on such "tach- 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' adjustment in the Contract Price or in the Contract Times, or Consultants with respect to: both, will be allowed to the extent that the existence of such 4.2.2.1. the completeness Gl'such reports and drawings uncovered or revealed condition causes an increase or de- for CONTRACTOR.'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 an)' one or more of the categories described in paragraphs 4.2.3.1 through 4.2.3.4, dent thereto, or inc)usive; 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 authori .7.ation of nor such drawings, or a condition precedent to entitlem:e.nt to any such adjustment; 4.2.2.3. any CONTRACTOR interpretation of or conciu- 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 ) !.9; and 4.2.3. Notice of Differing Subsurface or Pt,.vsical 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.t. 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 .... 1 ~nd 4.2.2 is materially bound under a negotiated contract: or inaccurate, or A ~ 4') .... 6 ..... the existence of such condition could rca- 4.2.3.2. is of such a nature as to require a change in the sonabiy 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 rccog- 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 11 and 12. emergency as permitted by paragraph 6.23), notify OWNER However, OWNER. ENGINEER and ENGINEER's Consuh- 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 sustained by CONTRACTOR on or in Work in connection therewith (except as aforesaid) until re- 'connection with any other p~'oject or anticipated project. ccipt of written order to do so. 4.2.4. ENGINEER's Review: ENGINEER will promptly 4.3. Physical Condirions--Unde~rouraf Facili-ri. es: 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 data furnished to OWNER or ENGINEER by without the prior written approval of OWNER. CONTRAC- the owners of such Underground Facilities or by others. Uniessit 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- 4.3.1.1. OWNER and ENGINEER shall not be respon- sibte for thc accurate replacement or relocation of such refer- sible for the accuracy or completeness of any such informa- ence points by professionally qualified personnel. tion or data; and 4.5. Asbestos, PCBs, Petroleum, Hay~rdous x~¥aste or Radio2 ' 4.3.1.2. The cost of all of the following will be included in active Material: the Contract Price and CONTRACTOR shall have full respon- sibility for. (il reviewing and checking all such information and 4.5.1. OWNER shall be responsible for any Asbestos, data. (ii) }Gearing 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 Facilities as provided in par'~_~raph 6.20 and repairing any which may present a substantial danger to persons or property 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 Sho~'n or ]ndicat*d: I£ an Underground Facility brought to the site by CONTR~-XCIOR. Subcontractor. Suppli- is uncovered or revealed at or contiguous to the site which was ers or anyone else for whom CONTRACTOR is responsible. not shown or indicated in the Cdntract Documents, CON- 4.5.2. CONTR.-XCTOR shall immediatelY: (il stop all TRACTOR shall, promptly after becoming aware thereof and Work in connection with such hazardous condition and in · before further disturbing conditions affected thereb?' or per- any area affected thereby (except in an emergency as re- forming any Work in connection therewith (except in an quired by paragraph 6.231. and (ii) notify OWNER and em. ergency 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 ing 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 an>,. 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 an)' such · existence of the Underground Facility. If ENGINEER con- affected area until after OWNER has obtained any required eludes 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: (il specifying that such condition and provided in Article 10 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 an), special conditions sible 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. CONTR.,-XCTOR 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 Ia agree on entitle- 4.5.3. If after receipt of such special written notice merit 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 11 and 12. However, resume such Work under such special conditions, then OWNER. ENGINEER and ENGINEER's Consultants shall OWNER ma)' 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 CONTR.&CTOR 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 parxy 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. judgment are necessary to enable CONTRACTOR to proceed with the Work. CONTR.~,CTOR shall be responsible for laying 4.5.4. To the fullest extent permitted by Laws and Red- 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 officers, directors, employees, agent~, companies that are duly iicenscd 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: (0 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 proper'fy (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 gence, additional insured) which CONTRACTOR is required to purchase and maintain in accordance with paragraph 5.4. 4.5.5.. The provisions of paragraphs 4.2 and 4.3 arc not OWNER shall dctivcr to CONTRACTOR,.with copies to intended to applytoAsbestos, PCBs. Petroleum. Hazardous each additional insured identified in thc 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. ARTICLJF 5--BONDS AND INSURANCE -: · CO/vTR.4L'TOR' s Liabi. lixy 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 Bond, s, each in ~n amount at least equal to the from CONTRACTOR's performance and furnishing of the Conh-act Price as security for the faithful performance and Work and CON"i'RACTOR's other obligations under the Con- : payment of all CON'fRACTOR'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 ~ter 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. CON'TRACTOR shall also fur- them may be liable: nish such other Bon~ as axe required by the Supplement~-W Conditions. All Bonds shall be in fine 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 Manageme.nt TOWs employees; Service, Surety Bond Branch, U.S. Treasury Dep,~.-d'nent. (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: (il by an), 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 empioyment ofsuch person by CONTRACTOR, or(ii) paragraph 5.1, 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 tocated, including loss of use resulting therefrom; 5.3. Licensed Sureties and Insurers; Cerlificates 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 proper~y damage arising out of the CONTRACTOR shall be obtained from surety or insurance ov~nership, 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 0£ the full be purchased and maintained shall: replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions 'or 5.4.7. with respect to insurance required by paragraphs required by Laws and Regulations). This insurance shall: 5.4.3 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, CONTR. AC- sional liability) OW'HER, ENGINEER, ENGI)qEER's Con- TOR, Subcontractors, ENGINEER., ENGINEER's Con- suit~nts and any other persons or en~Jdes identified in the sult~nts and any other persons or entities identified in the · Supplementary Conditions, all of whom shall be listed as Supplementary Conditions, each of whom is deemed to have additional insureds, and include coverage for the respective an insurable interest and shall be listed as an insured or o~cers and employees of all such additional [nsureds; additional insured; 5.4.S. include the specific coverages and be written for .not ]ess than the limits of liability provided in the Supple- 5.6.2. be written on a Builder's Risk "all-risk" or open menmry 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, tempo~-ary buildings, falsework and Work in transit and shall .5.4.9. include completed operations insurance; insure a~ainst at ]east the following perils: fire, lightning, extended coverage, theft, vandalism and malicious mischief, 5.4.10. include contractu~-I 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;' .~and such other perils as m.~y be specifically required by the 5.4.11. contain a provision or endorsement that the 'Supplemental' Conditions: . ' coverage afforded will not be cancelled, materially changed or renewal refused undl -~t ica.st thirty days prior written 5.6.3. include e.~penses incurred in the repair or replace- notice has been given to OWNER and COHTR~CTOR and ment of an>' insured property (including but not limited to to each other additional insured identified in the Suppiemen- fees and char.~es of engineers and architects): tory Conditions to ~'hom 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 CON'TRACTOR pu~'suant to paragraph 5.3.2 will so pro- at another location that was .~greed to in writing by vide); prior to being incorporated in the Work,. provided that such · materials and equipment have been included in an App]ica- 5.4.1~_. remain in e~ect at least until final payment and at tion for Payment recommended by ENGINEER; and all times thereafter when CO.~TRACTOR may be. correct- ing. removing or replacing ti~y'ectiv¢ Work in accordance 5.6.5. be maintaJned in e~',ect until final pa),rnent is made with paragraph I3.]2; and unless other~vise 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 addition.'~) insured to whom.a certificate of and any insurance coverage written on a claims-made basis, insurance has been issued. remain in e~ect for at least two years after final payment (and CONTRACTOR shat] furnish OWNER-and each other additional insured idend~ed in the SUpplementary Condi- 5.?. 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 continu-3don of such insurance at final payment Regulations v,'hich will include the interests of OWNER, and one year thereafter). CONTRACTOR. Subcontractors, ENGINEER, ENGINEER's Consultants and any other persons or entities identi~ed in the Supplementary Conditions, each of whom is deemed to have OW..¥£R's L~biIL? i~s,,ranc¢: 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 CONTR.ACTOR under p.~ra~raph 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 m~n- OWNER's own liabi]hy insurance as will protect OWNER mined 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. ~fi'orded will not be cancelled or mnterially changed or renewal refused until at least thirty days' prior written notice has been ~rop~r~ in.~u~nc~: given to OWNER and CONTRACTOR and to each other additional insured to whom .~ certificate o[' insurance h~s been 5.6. Unless otherwise provided in the Supplementary Con- issued and will contain wa}vet provisions in accord.~nce with didons, OWNER shall purchase and maintain property insur- paragraph 5. ] 1. 21 ' 5.9. OW.~ER shall not be responsible for purcha, sing and 5.11.2.2. loss or damage to the completed Project or maintaining any property insurance to protect the interests of part thereof caused by. arising out of or resultifi~'from fire CONTR. ACTOR, Subcontractors or others in the Work to the or other insured peri) covered by any property insurance · - extent of any deductible amounts that are identified in the maintained on the completed Project or p~rt thereof by Supplementary Conditions. The risk of loss within such idea- 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 coveting any such amounts, each may purchase and maintain it at the loss, damage or consequential loss referred to in this paragraph purchaser's own expense. 5.11.2 shall contain provisions to the effect that in the event of payment of any such loss. damage or consequential loss the 5.10. If CONTRACTOR requests in wtiting 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 slsall, if possi- suhants 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 or Insurance Proceeds Written Amendment. Ptior 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. insureds, as their interests may appear, subject to the require- : - me nts of any applicable mortgage clause and of paragraph 5.13. 5.11. ~t¥'aiver of Right~: 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 meat as the parties in interest may reach. If no other special ao, reement is r~ached the damaged Work shall be repaired or policies purchased in accordance with paragraphs 5.6 and rip aced,, the moneys so received applied on account thereof 5.'/will protect OWNER, CONTRACTOR. Subcontractors, and the Work and the cost thereof covered by an appropriate ENGINEER, ENGINEER's Consultants and all other per- sons or entities identified in the Supplementary Conditions to Change Order or 'vVrinen Amendment. be listed as insureds or additional insureds in such policies 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, O~, .~ER as fiduciary shall make seulement recovery _against any of the insureds or additional insureds with the insurers in accordance with such agreement as the thereunder. OWNER and CONTRACTOR waive aB rights panics in interest ma':' 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 an>' parr>, 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 an~l Insurance; Opt'i*n ~o Replace: and all other persons or entities identified in the Supplemen- 5.t4. If either parry (OWNER or CONTRACTOR) has any tary Conditions to be listed as insureds or additional insureds 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 patay 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 other~'ise payable under any party shall so notify the other party in writing within ten days policy so issued, after receipt of the ce~ificates (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 information in respect CONTRACTOR, Subcontractors, ENGINEER, ENGI- of insurance provided as the other may reasonabb' request. If NEER's Consultants and the offficers, directors, employees either parry does not ~ourci~ase or maintain all of the Bonds and and agents of an)' of them, for: insurance reouired of such pan)' by the Contract Documents, such party st'all notify the other party in writing of such failure 5.11.2.1. 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 proper~y or the Work prejudice to any other right or remedy, the other pan5' may caused by, atising 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 parry 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 leg~ holiday without OWNER's written consent given after prior written ' '" notice to ENGINEER. Patzial UtiI"z:.azion--Properr7 Insurance: '6.4. Unless otherwise specified in the General Require- 5.15. If OWNER finds it necessary to occupy or use a ments, CONTRACTOR shall furnish and assume full respon- portion or portions of the Work prior to Substantial Completion sibitity for all materials, equipment, labor, transportation, eon- of all the Work, suer use or occupancy may be accomplished in struetion 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 OWN ER. If required by ENGINEER, CONTRACTOR shall furnish satisfactory evidence (including reports of required tests) as to ARTICLE 6--CONTRACTOR'S' RESPONS1BIL, ITIES 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 pro¥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. CONTRACTOR shall adhere to the progress schedule tract Documents. CONTRACTOR shall be solely responsible established in accordance with paragraph 2.9 as it ma'/ 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- responsibie to see that the completed Work complies accu- ments wilt 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 Milestones)shall be ENGINEER except under extraordinary circumstances. The submitted in accordance with the requirements of paragraph superintendent ,*'ill 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: L~bor, M~eri. als and Equipment: 6.7.1. Whenever an item of material or equipment is specified or described in the Contract Documents by using 6.3. CONTRACTORshal!.providecompetent, suitablyqual- the name of a proprietary item or the name of a particula[ 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-equal" 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 ENG1NEERunder the following circumstances: 23 · 6.7.1.1. "Or-£quaF': If in ENGINEER's sole discre- construction is shown or indicated in and expressly re.q.~ired 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: tf 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 6.7.1.1, 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 cleat 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. mented in the General Requirements and as ENGINEER ENGINEER will 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 CONTR.-~CTOR, CONTRACTOR shall reimburse that the proposed substitute will perform adequately the OWNER for the cha~es of ENGINEER and ENGINEER's functions and achieve the results called for by the gener~ 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, Sui~pliers and Others: acceptance of the proposed substitute will prejudice CON- TRACTOR's achievement of Substantial Completion on 6.8.1. CONTRACTOR ~h211 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 an>' other direct in paragraph 6.$.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 an3' license fee or organization to furnish or perform any of the Work against royalta'. 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 indJ- 6.8.2. If the Supplementary Conditions require the idea- cate& 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 for 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, ma}, be revoked on the basis of reasonable objection after due investigation, in which case CONTRACTOR shall sub- 6.7.2. Substitute Construction Methods or Procedures: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 wilt be issued of the Work or the incorporation 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 anysuch 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 ENGINEER to reject defective Work. Contract Documents for use in the performance ot' the Work and if to the actual knowledge of OWNER or ENGINEER its 6.9.1. CONTRACTOR shall be fully responsible to use is sub. iect to patent rights or copyrights calling for the OWNER 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 oc~niza- such rights sha3l be disclosed by OWNER in the Contract tionsperformingorfurnishinganyoftheWorkunderadirect 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 ofiScers, 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 organization any contractual relationship losses and damages arising out of or resulting from any between OWN ER or ENG IN EER 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 pa?' 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. .: . Permits: 6.9.2. CON;FRACTOR shall be solely responsible for 6.1.3. 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 an>' of the Work under a direct or indirect contract TtL-~CTOR. when necessary, in obtaining such permits and with CONTR, ACTOR. CONTRACTOR shall require all Sub- licenses. CONTRACTOR shall pa}, all governmental charges contractors, Suppliers and such other persons and orDniza- and inspection fees necessary for the prosecution of the Work, tions performing or furnishing any of the Work to communi- which are applicable atthe 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- ' TR.-5.CTOR 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 charges 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. Laws and Regulations: 6.1 I. All Work performed for CONTRACTOR by a Sub- 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- required by applicable Laws and Regulations, neither OWNER ments for the benefit of OWNER and ENGINEER. Whenever 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 aureement between the , ~ - - 6. I .... 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 tain provisions whereby the Subcontractor or Supplier waives Regulations, CONTRACTOR shall bear all claims, costs, all rights against OWNER, CONTRACTOR. ENGINEER, losses and damage~ caused by. arising out of or resulting ENGINEER's Consultants and all other additional insureds 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 or the perils covered by such policies and any other and Drawings are in accordance with Laws and Regulations, proper~y insu~nce applicable to the Work. If the insurers on but this shall not re. lieve CONTRACTOR of CONTRAC- any such policies require separate waiver forms to be signed by TOR's obligations under paragraph .3..3.2. any Subcontractor or Supplier, CONTRACTOR will obtain the same. Te..~es : Pazent 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 thc Project which are applicable during thc performance of the the Work, these record documents, Samples and Shop D~w- Work. ings will bc delivered to ENGINEER for OWNER. Use of Prem~e$: Saf~ a~d Pro~ec~o~: 6.16. CONTRA~R shall confine const~ction equi~ 6.20. CONT~OR shall be r~s~nsibl~ for inid~ting, ment, the sto~g~ ut mated~s and ~quipment and the o~- maint~ning and supe~ising all s~f~ty precautions and pr~ ' tiGriS of worke~ to the site and land and areas identified in and g~ms in connection with the Work. CONT~OR shall take pe~itted by the Contact Documents and other land and arem all necessa~ precautions for the safety of, and shall provide p~i~ed by ~ws and Regulations,' 6ghts-of-way. pe~its and the necessa~ protection to prevent damage, injury or loss c~ements, and shall not unreasonably encumber the premises with construction equipment or oth~r materials or equipment. 6.20.1. all persons on the Work site or who may be CO,RAZOR shall assume full responsibility for any dam- ~ffecred by the Work: age ~o any such land or area, or to the owner or occupant thereof or of any adjacent land or areas, resulting from the 6._0._. all the Work and materials and equipment to be ~ffo~ance of the Work. Should ~ny claim be made by any incorporm~d therein. ~'heth~r in sto~ag~ on or off th~ such owner or occupant because of the p~o~ance of the and Work, CONTRA~OR shall promptly set~le with such other party by negotiation or otherwise resolve the claim by arbit~- 6.20.3. other prop~y ~t the site or adjac?nt tion or other dispute resolution proceeding or at law. CON- including trees, shahs, lawns, walks, pavements, roadways, TRACTOR shall, t~ fhe full~st extent permitted by Laws and structures, utilities and Underground Facilities not Regulations, indemnity and hold ha~less OWNER. ENGt- hated for removal, relocation or replacement i~ the course NEEK, ENGINEER's Consultant and anyone directly or const~ction. indirectly employed by any of them from and ag~nst all claims, costs, losses and damages arising out of or resulting from any CONTRACTOR shall compl~ ~'ith all applicable Laws and claim or action, legal or equitable, brought by any such owner Regulations of any public body havin5~udsdiction for safety of or occupan~ a~ins~ OWNER, ENGINEER or any oth~ p~y person5 or prope~y or to protect them from ~amag~. injury or indemnified hereunder to the extent caused by or based upon loss; and shall erect and maintain all necessary s~feguards.for CONTRACTOR's p~fformance of th~ Work. such safety and protection. CONTRACTOR shall notify own- ~r5 of adjacent prope~y and of Underground Facilities and 6.1~. During th~ progress ut th~ Work, CONTKA~OR ~tiliry o~¥ners when prosecution of the Work may affec~ th~m, shall keep the premises flee from accumu}ations of waste and shall coope~ with th~m in the protection, removal, mate~als. ~bbish and other d~b~s resultin~ from the Work. At r~location and replacemem o~ their prop~y. Ail damage, the completion o~ the Work CONTRACTOR shall remove all injury or loss ~o any ~ropeny referred to in pa~raph 6.20.2 or ~'~e m~te~als, rubbish and debds from and about the pre- 6.20.3 caused, directly or indirectly, in whol~ or in pa~. by raises as well ~ all tools, appliances, construction equipment CONTRACTOR, any Subcontractor. Supplier or any oth~r and machine~' and su~lus materials. CONTRACTOR shall person or or~aniz~t~on directly or indirectly employed by any leave the siie clean and ready for occupancy by OWNER at of th~ to perform or furnish any of the Work or anyone for Substantial Completion of the Work. CONTRACTOR shall ~'hose acts any of them m~y be liable, shall be remedied by restor~ to od~inal condition all prope~y not d~signated for CONTRACTOR (except damage or loss attributable to the alteration by th~ Contract Documents. faul~ of Drawings or Specifications or to th~ acts or omissions of OWNER or ENGINEER or ENGINEER's. Consultant or 6.18. CONTRA~OR shall not load nor p~i~ any pa~ o~ anyone, employed by any of them or anyon~ for whose acts any any st~cture to be loaded in any manner that will endanger the of th~m may b~ liable, and not ar~butab~e, directly or indi- st~ctur~, nor shall CONTRACTOR subject any pa~ of th~ rectly, in whole or in pa~. to the faul~ or negligenc~ of Work or adjacent property to stresses or pressures that will CONTRACTOR or any Subcontractor, Supplier or oth~r per- endane~r i~. son or organization directly or indirectly employed by any ~ them). CONTRA~OR's duties and res~nsibilities for safety and for pro~ecfion of th~ Work shall continue until such time as Record Document: all the Work ~5 completed and ENGINEER has issued a notice lo OWNER and CONTRACTOR in accordance ~-ith pa~- 6.19. CONTRA~OR shall maintain in a saf~ plac~ at the g~ph 14.13 that the Work is acceptable (except as othe~'is~ siie on~ record copy ofal~ Drawings. Specifications. Addenda, expressly provided in connection with Substantial Comple- Wfitlcn Amtndm~nts, Change Orders, Work Chan~e Direc- tives, Field Ot~gts and wfiuen interrelations and clarifica- tions (issued pursuant to pa~ag~ph 9.~) in 5God otd~t and annotaIed to sho~' alt changes made du~n~ construction. 5afeo' Represenmd~'e: Th~se record documents together with all approved Samples and a coun~e~a~ of all approved Shop Drawings will be 6.21. CONTRA~OR shall designate a qualified and expe- available to ENGINEER for reference. Upon completion of fienc~d safety r~pr~s~ntative at the sit~ who~ ~mi~s and 26 · responsibilities shall bc the prevention of accidents and the 6.25.1.1. ail field measurements, quantities, dimen- maintaining and supervising of safety precautions and pro- siGns, specified performance criteria, installation require- -'"'- grams, ments, materials, catalog numbers and similar information · - with respect thereto, Hazard Communication Progrtzrns: 6.25.1.2. all materials with respect to intended use, fabrication, shipping., handling, storage, assembly and 6.~. 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. ali information retative 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 proper~y 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 ioss. CON- written indication that CONTRACTOR has satisfied CON- TP~.CFI'OR 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 tha~ 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. Al the time of'each submission. CONTRACTOR ' taken by CONTRACTOR in response to such an emergency, shah give ENGINEER specific written notice of such vari- 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 addJtion,~shall cause a specific notation · 6.24. Shop Drawings and Samples: to be made on each Shop Drawing and Sample submit',¢d to ENGINEER for review and approval of each such variation. 6.24.1. CONTP-,ACTOR shall submit Shop Drawings to ENGINEER for review and approval in accordance with the 6.26. ENGINEER will review and approve Shop Drawings accepted schedule of'Shop Drawings and Sample submittals and Samples in accordance with the schedule of Shop Draw- (see paragraph 2.9). All submittals wi]l be identified as in~s and Sample submittals accepted by' ENGINEER as re- ENGINEER may require and in the number of' copies quired by para,_raph 2.9. ENGINEER's review and approval specified in thc General Requirements. The data shown on - 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 complcted 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 par',icuiar means, method, technique, ENGINEER for review and approval in accordance with quenc¢ or procedure of construction is specifically and said accepted schedule of Shop Drawings and Sample sub- pressly called for by the Contract Documents) or to safety mittals. Each Sample will bc identified clearly as to material, precautions or programs incident thereto. The review and Supplier, pertinet~t data such as catalog numbers and the use approval of a 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 requir: to enabl: ENGINEER to review the submittal for shall make corrections required by ENGINEER, and.shall the limited purposes required by paragraph 6.26. The hum- return the required number of corrected copies oI~ Shop Draw- b~rs o[ each Sample to be submitted will be ~.s 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 ENG1NEER on previous submittals. 6.25. Submit, al Procedures: 6.27. ENGINEER's review and approval of Shop Draw- 6.2_q.I. 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 thc requirements of the Contract · .. 27 Documents unless CONTRACTOR has in writing called EN- 6.30.2.5. any acceptance by OWNER or any failur~ to · GINEER's attention to each such variation at the time of do so; submission as required by paragraph 6.3.3 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 otkiers; 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 Inrlernnification: para.m".*ph 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 of 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 l~'ork: each and an.,.' of them from and against ail 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 profe~ssionals and to the progress 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 penal- 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 a~ree in writino, q. injury to or destruction of tangible proper~y (other than the - - Work itself), including the toss of use resulting therefrom, and · (ii') is caused in whole or in pan by an)' negligent act or 6.30. CONTR.4CTOR's General Warranty and Guart~ntee: omission oFCONTR-~CTOR, 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, regardless 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 damage caused by: upon such indemnified part, y by Laws and Regulations regard- ' ' less of the negligence of any such person or entity. 6.30.1.1. abuse, modification or improper maintenance 6.32. in an5' and all claims a~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' an5' of them to perfo'rm or 6.30.2. CONTRACTOR's obligation to perform and cum- 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, compensmion or benefits payable Contract Documents or a release of CONTRACTOR's obti- 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- 6.30.2:2. recommendation of any progress or final NEER and ENGINEER's Consultants. of'ricers, dire'ctors, payment by ENGINEER; employees or agents caused b)' 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; Sur,,ivaJ of 6..~0._..~. 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 Coord2rmI~on: ' -- __ indicated in the Contract Documents, will survive final pay- ' merit, completion and acceptance of the Work and termination 7.4. If O'vVNER 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 Supplemenm.ry Conditions: 7.4.1. the .person, firm or corporation who will have authority and responsibility for coordination of the activities· ARTICLE 7--OTHER 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: (ii written notice thereof will be' given to CONTRACTOR prior to starting any such other work, and (ii) CONTRA. C- ARTICLE 8--OWNER'S RE'SPONSIBILITIES TOR may make a claim therefor as provided in Articles 11 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 1o agree as TOR through ENGINEER. to the amount or extent thereof. 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 ments to CONTRACTOR promptly when they are due as in the Contract Documents. CONTRACTOR shall do all provided in paragraphs I-1.4 and 14.t.3. cutting, fitting and patching of the Work that may be required 8.4. OWNER's duties in respect of providing lands and to make its several parts come together properly and inte- 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 forth 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 ENGINEER and the others CONTRACTOR copies of repons 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 utility 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 par2graphs 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 1.3.4. 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 15.1. l>amgraph 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 CONTR.ACTOR's Work ENGINEER'will not control or authority over, nor be respons~le for, CONTRAC- supervise, direct, control or have authority over or be respon- · TOR's means, methods, techniques, sequences or procedures sible for CONTR.ACTOR's means', methods, techniques, se- of construction or the safety precautions and programs incident qucnces or procedures of construction, or thc s~fcty precau- thereto, or for any failure of CONTR.AC'TOR 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. CONTRAC'I~R's failure to perform or furnish the Work in accordance with the Contract Documents. Project R epresenta~ive : 8.]0. OWNER'S responsibility in respect of undisclosed 9.3. lfOWNER 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 N EER in providing more continuous observation of the Work. paragraph 4.5. The responsibilities and authority and limitations thereon of an), 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 meats 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 a~ 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 Clar(fications and Irae~ret~ions: 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'z Represetgatlve: other',vise) 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 CONTR-&C- 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, O~.rNER or CONTRACTOR may make a written claim tfierefor as pro- vided in Article I I or Article 12. ¥isi~s to Size: 9.2. ENGINEER will make visits to the site at intervals Authorized Variation$ 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 of 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 GIN EER will not be required to make exhaustive or continu- CONTRACTOR who shall perform the Work involved promptly. GUS on-site inspections to check the quality or quantity of 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 ~f 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 I or 12. -will keep OWNER informed 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, andparticutarly, but without limitati°n, 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 thal will prejudice (but in no event [aler 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 ~s 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 lion or testing of thc 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'isslon 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 5hop Drawings, Change Orde~ andd~aymenta: 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 thc opposing party's submittal, if an),. in accordance with this ' inclusive, paragraph. ENGINEER's written decision on such claim. dispute or other matter will be final and binding upon OWNER 9.8. In connection with ENGINEER's authority as to and CONTRACTOR unless: (ii an appeal from ENGINEER's Change Orders. see Articles 10. 1 I. and 12. decision is taken ~ ithin the time limits and in accordance with thc procedures set forth in EXHIBIT GC-A. "DispuIe Reso- 9.9. In connection with ENGINEER's authorit) as to lution Agreement." entered into belween OWNER and CON- Applications for Payment. see Article 14. TRAC-[OR pursuant to An]cie 16. or (ii) if no such Dispute Resolution .Agreement has been entered into. a written notice Determinationsd'or [,:nit ?ricex: of intention to appeal from ENGINEER's wriuen decision is delivered by OWNER or CONTRACTOR to the other and to 9.10. ENGINEER ,,viii determine ~.h¢ actual quantities and ENGINEER within thirty days after the date of such decision classifications of Unit Price Work performed by CONTRAC- and u formal proce'eding is instituted by the appealing party in TOR. ENGINEER will review with CONTRACTOR the EN- a forum of' competent jurisdiction [o exercise such rights or GINEER's preliminaC,' determinations on such matters before remedies as the appealing part)' may h:we with respec! to such rendering a written decision thereon (by recommendation of an claim, dispute or other matter in accordance with applic;)ble 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 other~-ise agreed in writing by OWNER ~nd CONTRACTOR. unless, within ten days after the date of any CONTRACTOR. such decision, either OWNER or CONTRACTOR delivers to the other and to ENGINEER wriIten notice of intention to 9.12. ¥."hen functionine as interpreter and judge under appeal from ENGINEER's decision and: (ii an appeal from paragr-ph.< 9.10and 9.11. ENGINEER will not show partiality ENGINEER's decision is taken within the time limits and in to OWNER or CONTRACTOR and will no~ be liable in accordanct with the pr~edures scl forth in Exhibit GC-A, conntction with any int¢~remtion or decision rendered "Dispute Resolution Agreement." emered into between good faith in such c~paciIy. The rendering of a d¢cision by OWNER and CONTRACTOR pursuant to Article 16. or (ii) if ENGINEER pursuant [o paragraphs 9.10 or 9.11 with respect no such Dispute Resolution Agreement h~ been entered into. to any such claim, dispart or other matter (~xcep[ 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 p'rovided in pa~graph 14.15) will be a condition rtm¢die5 as the appcaling party may have with respect [o ENGINEER'~ decision, unless othc~is¢ agrctd in writing by pr¢ceden[ to any ex¢rcis¢ by OWNER or CONTRACTOR or OWNER and CONTRACTOR. Such appeal w~ll not be subject such rights or remedie5 as either may oth¢~'is¢ have under to thc procedures or paragraph 9.] I. Contralti Documents or by Laws or R~gulation5 in respect any such claim, dispute or other matter pursuant to Aaicle 16. Decisions on Di~'putes: 9.13. Lirnitazions on E?v'GINEER's .4u&oriO' oa2d Responsibilia'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 responslbil- acceptability of the Work thereunder. Claims, disputes and ity under th. is Article 9 or under any other provision of the other matters relaling to the acceptability of the Work or the Contract Documents norany decision made by ENGINEER · interpretation of the requirements of the Contract Documents in good faith either Io exercise or not exercise such authority pertaining to the performance and furnishing of the Work and or responsibility or the underzaking, 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 or give rise to any duty owed by ENGINEER ENGINEER in writing with a request for a formal decision in Io 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 will 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- pr[ate Change Orders recommended by ENGINEER (or Writ- TOWs means, methods, techniques, sequences or proce- ten Amendments) covering: · dures of construction, or the safety precautions and pro- grams incident theretq, or for any failure of'CONTRACTOR 10.4.1. changes in thc Work which arc (~ ordered' by to comply with Laws and Regulations applicable to thc OWNER pursuant to pa~ragraph 10.1, (ii) required because of furnishing or performance of the Work. ENGINEE.R 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 9.1 l: 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 n~nce 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.S. If notice of an)' change affecting the'general scope of uments, the Work or the provisions of the Contract Documents (includ- ing. but not limited to, Contract Price o? 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 forlh 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 ART1CLE l I--CHANGE OF CONTRACT PRICE I1.1. The Contract Price constitutes the'total compensa- 10.1. 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. tiesand obiigationsassignedtoor unde~akenbyCONTRAC-I'OR 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 involved which I 1.2. The Contract Price may only be changed by a Change will be performed under the applicable conditions of the Order or by a Written Amendment. Any claim for an adjust- Contract Documents (except as otherwise specifically pro- meat in the Contract Price shall be based on written notice vided), 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 oran 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 I1 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 eat[tied to an increase in and shall be accompanied by claimant's written statement that lhe 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 ifOWNER emergency as provided in par=graph 6.23 or in the case of and CONTRACTOR cannot otherwise agree on the ~mount 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 discount, i, 11.2. rebates and refunds and returns from sale of surplus materi- "~ 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. determined 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 tort. If required by OWNER, CONTI:kAC-"I~R 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 11.9.1 through ' and CONTRACTOR and shall deliver such bids to OWNER I 1.9.3, 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 l 1.6.2)', paragraphs l 1.4, ] 1.5, I 1.6 and 11.'7. All subcontracts shall be subject to the other provisions of the Contract Documents I 1.3.3. 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.~ and 11.5) plus a CON'I'ILz~CTOR's fee for ors, attorneys and accountants) employed for services ape- overhead and. profit (determined as provided in paragraph cifically related to the Work. 11.6). 11.4.3. Supplemental costs including the following: Cost of the Work: 11.4.3.1. The proportion of necessary, transportation, travel and subsistence expenses of' CONTRACTOR's em- " 11.4. 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 1t.$: 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- machine~ and the parts thereof whether rented from ployed full- time at the site. Payroll costs for employees not CONTP-,ACTOR or others in accordance with rental agree- employed full time on the Work shall be apportioned on the meats approved by OWNER with the advice of ENGt- basis of their time spent on the Work. P',yroll costs shall NEER, and the costs of transportation, loading, unload- include, but not be limited to, salaries and wages plus the lng. installation, dismantling and removal thereof--all in cost of fnnge benefits which shall include social security accordance with the terms of said rental agreements. The contributions, unemployment, exciseand payrolltaxes, work- rental of any such equipment, machinery or lSarts 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 leg-al holidays, shall be included in 11.4.5.4. Sales, consume.r, 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._'1.5. Deposits lost for causes other than negti- and storage thereof, and Suppliers' field services required in gence of CONTtL~,CTOR, 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 depositsfunds 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 II.4.$.6. Losses and damages (and related expenses) ] 1.5.5. Costs due to the negligence of CON~i"R. AC- caused by damage to the Work, not compensated by TOP., 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 deJ'eetive Work, disposal of materials or amounts of property insurance established by OWNER in equipment wrongly suppiied and making good any accordance with paragraph 5.9), provided they have re- suited from causes other than the negligence of CON- damage to property. TRACTOR, any Subcontractor, or anyone directly or Other overhead or genera] expense costs of any kind indirectly employed by any of them or for whose acts of them may be liable. Such losses shall include settle- and the costs of any item not specifically and expressly meats made with the written consent and approval of included in paragraph 1].4. OWNER. No such losses, damages and expenses shall be included in thc Cost of the Wbrk for the purpose of 11.6. The CONTRACTOR's fee allowed to CONTRAC- determining CONTRACTOR's fee. If, however, any such TOR 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 I 1.6.1. a mutually acceptable fixed fee; or paid for services a fee proportionate to that stated in paragraph 11.6.2. I 1.6.2. 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, Iong dis- and 11.4.2, the CONTRACTOR's fee shall be fifteen ' lance telephone calls, telephone service at the site, ex- percent; pressage and similar petty cash items in connection with 11.6.2.2. for costs incurred under paragraph 11.4.3. the Work. the CONTRACTOR's fee shall be five percent: 11.4.5.9. Cost of premiums for additional Bonds and 11.6.2.3. where one or more tiers of subcontracts are · insurance required because of changes in the Work. 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, I IA.2, 11.5. 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: pe~orrns or furnishes the Work, at whatever tier, :*,'ill 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 11.4.1 and 11.'4.2 and that TR.&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, put- next lower tier Subcontractor; chasing and contracting agents, expediters, timekeepers, clerks and other personnel employed by CONTRACTOR I 1.6.2.4. 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 of credit to be allowed by' CON- classifications referred to in paragraph I 1.4. l or specifically TRACTOR to OWNER for any change which results in covered by paragraph I 1.4.~---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 ofrices other than CONTRACTOR's office at the site. I 1.6.2.6. when both additions and credits are involved in any one change, the adjustment in CONTRACTOR's I15.3. Any par~ 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 11.6.2.1 through I 1.6.2.5, the Work and charges against CONTRACTOR for detin- inclusive. quent payments. 11.7. Whenever the cos~ of any Work is to be determined 11.5.4. Cost of premiums for all Bonds and for all pursuant to paragraphs 1t.4 and 11.5, CONTRACTOR will 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 ec- l 1.4.5.9 above), gether with supporting data. 3~' Coah Allowances: of having incurred additional expense or OWNER be- lieves that OWNER is entitled to a decrease in Contract · I 1.8. ]t 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 agre'es that: ARTICLE 12--CHANGE OF CONTRACT TIMES 11·8.1. the'allowances include the cost to CONTRAC- TOR (tess any applicable trade .discounts) of materials and equipment required by the allowances to be delivered at the site, and all apl~licabte taxes; and 12.1. The Contract Times (or Milestones) may only be changed by a Change Order or a Written Amendment. Any claim for an adjustment of the Contract Times (or Ivlilestones) 11.8.2. CONTRACTOR's costs for unloading and han- dling on the site. labor, installation costs, overhead, profit shall be based on written notice delivered by the party making the claim to the other party and to ENGINEER promptly (but and other expenses contemplated for the allowances have 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 aher such occurrence Prior to final payment, an' 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 dat~ in 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 Milestones) shall be determined by ENGI- I1.9. L;'nitPrieel4'ork: 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 accordance 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. Alt time limits stated in the Contr-,~ct 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 pan of the Work within the Contract Times (or Price. Determinations of the actual quantities and classifica- Milestones) due to delay beyond the control of CONTR.&C- lions 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, acts or neglect by OWNER, acts or neglect of utility 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 I 1.9.3. 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 complet- 11.9.3.1. the quantity of any item of Uni~ Price Work lng any pan of the Work within the Contract Times (or performed by CONTRACTOR differs materially and sic- 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 (il 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 panics including but not approval. CONTRACTOR shall also be responsible for arran§- limited to fires, floods, epidemics, abnormal weather condi- lng and obtaining and shall pay ali 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 ?. incorporated in the Work, or of materials, mix designs, or equipment submitted for :ipproval prior to CONTRACTOR's purchase thereof for incorporation in thc 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. ].3.?. Uncovering Work as provided in paragraph 13.6 shall 13.1. Notice of Defects: Prompt notice of all clefectivt be at CONTRACTOR's expense unless CONTRACTOR has Work of which OWNER or ENGINEER have actual knowl- given ENGINEER timely notice of CONTRACTOR's inten- edge will be given to CONTRACTOR. All defective Work tion to cover the same and ENGINEER has not acted with may be rejected, corrected or accepted as provided in this reasonable promptness in response to such notice. Article 13. Uncove~ng Work'. Access to Work: ' 13.8. if any Work is covered contrary to the written request 13.2. OWNER, ENGINEER, ENGINEER's Consultants, of ENGINEER. it must. 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 I3.9. 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 o[' 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, that portion of the Work in question, furnishing all necessary Tests ancl Inspections: 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 tice 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 appropriate decrease in the 13.4. OWNER sh.',ll 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 d~'~ec'tive, CONTRACTOR shall be allowed an increase in the Contract 13.4.1. for inspections, tests or approvals covered by P,fice or an extension of the Contract Times (or ,Milestones). or paragraph 13..5 below; both. directl)' 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 thc 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 I I and 12. 13.4.3. as otherwise speci.fically provided in the Con- tract Documents. OW..¥ER May Sto£ the Work: 13.5. If Laws or Regulations of an)' public body having 13.10. If the Work is defective, or CONTRACTOR fails to jurisdiction require any Work (or pan thereoF) specifically to be supply sufficient skilled workers or suitable materials or equip- inspected, tested or approved by an employee or other repro- mont. or fails 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 Defectiue 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 direcied, either con-cee all defective Work, whether Price, and, if the parties are unable to agee 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- tion. an appropriate amount will be paid by CONTRACTOR to replace it with Work that is not defective. CONTRACTOR shall OWNER. pay all claims, costs, losses and damages caused by or resulting .' from such correction or removal (including but not limited to all OWNER Ma.y Correct Defective ~'ork: costs of repair or replacement of work of others}. 13.14. If CONTRACTOR fails within a reasonable time after written notice from ENGINEER to CdC'feet defective I3.12. Correction Period: Work or to remove and replace rejected Work as required by ENGINEER in accordance with paragraph 13.1 I, or if CON- 13.12.1. If within one year after the date or Substantial TRACTOR fails to perform the Work in accordance with the Completion or such longer period of time as may be pre- Copt?act 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 meats, any Work is found to be defective, CONTRACTOR rights and remedies under this paragraph OWNER shall pro- shall promptly, without cost to OWNER and in accordance ceed expeditiousl>. In connection with such corrective and with OWNER's written instructions: (il correct such defec- remedial action, OWNER may exclude CONTRACTOR from live Work, or, if it has been rejected by OWNER. remove it all or part of the site. take possession of all or pan of the Work, from the site and replace it with Wbrk 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- tion equipment and machinery at the site and incorporate in the · damage to other Work or the work of others resulting Work all materials and equipment stored at the site or for which therefrom. If CONTRa, C--fOR does not promptly comply OWNER has paid CONTRACTOR but which are stored with the terms of such instructions, or in an emergency elsewhere. CONTRACTOR shall allow OWNER, OWNER's where delay would cause serious risk oF loss or damage, representatives, agents and employees, OWNER's other con- OWNER may have the defective Work corrected or the tractors and ENGINEER and ENGINEER's Consultants ac- rejected Work removed and replaced, and all claims, costs, cess to the site to enable OWNER to exercise the rights and losses and damages caused by or resulting from such re- remedies under this paragraph. All claims, costs, losses and moral and replacement (including but not limited to all costs damages incurred or sustained by OWNER in exercising such of repair or replacement of work of others) will be paid by rights and remedies will be charged against CONTR.a, CTOR 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 tialComp}etionofall 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- ment or work of others destroyed or damaged by correction, 13.12.3. Where defective Work (and damage to other removal or replacement of CONTRACTOR's defec'ti,;e Work. Work resulting therefrom] has been corrected, removed or CONTRACTOR shall not be allowed an extension of the replaced under this paragraph 13.12. the correction period Contract Times (or Milestones) because or' any delay in the hereunder with respect to such Work will be extended [oran performance of the Work attributable torte exercisebyOWNER additional period of' one year after such correction or re- of OWNER's fights and remedies hereunder. moval and replacement has been satisfactorily completed. ARTICLE 1 ',---PAYMENTS TO CONTRACTOR AND Acceptance of Defective Work: COMPLETION 13.13. If, instead of requiring correction or removal and Schedule of ¥'alues: replacement of defective Work, OWNER (and, prior to ENGI- -- 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 parag.mph 2.9 wilt serve as the basis for progress payments and 37 wil) be inco .~porated into a for'rn of Application for F-ayment 14.5. ~. thc Work has progressed to the point indicated, acceptable to ENGINEER.. Progress paymenLs on account of - Unit Price Work will be based on th-" number of units corn- 1' ~ '~ the duality of the Work is generally in acco~- dance with the (~ontract Documents (subject to an cvalu- plated, ation of the Work as a functioning whole prior to or upon Substantial Compietior,, to the results of any subsequent tes:.s called for in the Contract Documents, to a final App~b'r_.d~n~'orProgre$~ ]~a. yme~: dete,,~'nination of quantities and classifications for Unit Price Work under parag~ph 9.10, and to any other quali- 14.2. At least twenty days before the date es[abiished for fications s-'-~ted in the recommendation), and each progress payment (but no[ more often than once a i .... _,. the conditions precedent to (~OH~'R,~.C--"TOR's month). CONTRACTOR shall submit to ENGINEER for ' ~' ' review an Application for Payment filled out and signed by bain_o_, entitled to such pay.men', appear to have been CONTRACTOR covering the Work completed as of the date fulfilled Jn so fr~r 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 materia!s and equip- However. by recommending an)' 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, e×haus:ive or continuous on-site inspections have been made the Appiication for Payment shall also be accompanied by a to check the quali~y or the quantity of the Work beyond the bill of sale, invoice or other documentation warranting the.: responsibilities specifically assigned to ENGI..¥EER in the OWNER has received the materials and equipment free and Con:rat: Documents or (ii) that there may not be other matters clear of al! Liens and evidence that the materiels a'nd or issaes between the panics :hat might endtie CONTR..KC- equipment are covered by appropriate propeay insurance TOR to be paid additionalb' by OWNER or entitle OWNER to 'and o~ner arran,.merits to ~ro[ect O' _,' . WN~.. '_R' s interest thereir,, wi,,h hoic ~aymen: to CONTRACTOR. ali of which will be satisfactory to OWNER. The amount of I-'..6. ENGINEER's reco.mmenda-:icn cf an;,' payment. retMm'.~e wi~h respect to progress payments well be as sti~ula[ed in the Agreement. ciudin~ fin~l payment, shall not mean tha[ ENGINEER is ' responsible for CONTRACTOR's means, methods, techniques, sequences or procedures of cons:ruction, or the sefe',y precau- CON'~R.4CTOR'$ Warrant,,. of Tit!e: tigris and prog,"~ms incident thereto, o.' for any failure of ' CONTRACTOR to comp!y with Laws and Regulations appii- czbie to zhe furnishing or pe.ffzmz.~-nce of Work. or for any I-'..~. CONTRACTOR w.',rran~ and guarantees that tide to failure of CONTRACTOR to peffo,~ or furnish Work ir. all Work. mate,5~is end equipment covered by any Application accordance with the Conzr-.c[ Documents. for F'~ymen:. whether inco~orated in the Project or not, will pass to OWNER no later than the time of payme.m free and ~-'...~. =.N~[N=,-~ m~y refuse to racom.mend the ~--hoie or clez-r of ~1~ Liens. any. ,,~.=-.-: of a.%v ~avment if. .ir, ENG!NEER's opinior, i.: wouid be incorrect ',o make the re?rcsentatio.~s to OWNER referred to ir.. ,~zr~_$~ph !-..5. ENG!NEER ma:,' a!so refuse to racom- Reviz~: of Appl~,"'ion~for Progress Pcytnen'.: menc~ any such paymen.'-, or. because of subsequently discov- ered e::0ence o.-the resu',ts of' sebsecuent inspections or tests, I-'.~. ENG!NEER will, ~,'ithin ten days a,~:er receip-', of n."![if': a~':' such p?yment previously recommender', to such each Application for Payment. either indicate ir, wd:in~ a extent as may b~ necess.-.ry in ENGINEER's opinion to recommendation of payment and present the Application to orotec[ O\VNER from loss OWNER. or return the Application to CONTRACTOR indi- !-'.'7.'. i. ;.he \Vork is de.t'ec'xive, or co.mpleted Work h~-s caring in wrmn[ ~N,~IN'- z.R s reasons for re~'using [o racom- beer. damaged reouid..'~_.c correcdo::, or re~!acemer,[. mend paymen',. In the ?-.[~er c~e. CONTR,ACTO~. may' make the necessary corrections and resubmit the Application. Tar. !:.?.2. :he Contmc.: ]~dce h.~s been reduce~ by d.--.ys after presen:atior, of the Appiicatior, for ~ymen: to te.~ Amendment or Ch~n--~ _~, Order, OWNER with ENGINEER's recommendation, the amount '..-'.7.5. OWNER ha.<. been reouired to correct clef et- recommended will (subject to the provisions of the last sen- zi;'e VVcrk or complete 'vVork ir, ~'.ccordance with paragr=.=h fence of ~amera~,h 1-..7) become due ant when dee will be by OWN ER to CONTR.~.CTOR. I'.~.-'. ENGINEER has ac;u=! knowled_o-.e o.r the oc- I-'..~. ENGI..N'EEK's recommendation of au:,' ~,a.','meu: re- cu.'-renc= of ?ny of the eve.'~[s enum..erate~ in quested in ar. Appli?:ior, for ~yment ,,,,'ill constitute a repro- iS.Z. 1 [hro~_o_...":. !.~.:.'~ inci,.sive. sent.-uion by ENG IN ERR to OWN ER,, based on ENG !N EER's Ov,-'?cER m..-.?- refvse to m-.'.<e .,:,.-,yment of the full amount on-site o~se~',~:ions o.f the execu.'.el Work as =r~ expe5enced reco.."n..?.er, de~ ~;' ENGI.~EER bec=use: and ouMified, design .orofession~! and on ENG!NE ER's ,,-~,v,~w~o o.r the Application fcr ?ayment znd the accompanyi.'~g de:," an? .-' ~.5. cl.-.-ims h=~ e been made aS-ains: OWNER on scheduies, that to the best of ENGINEER's kr:owiedge, infor- acco,-'n[ of C©N2'.-2AC?ORs peffo..'-m,,~nce or furnishing of mador, ~nd belief: the 35 14.ZG. Liens have b¢=n fi~ed in co~necLiOr. ~'!th the ENGINEER in writing prior to ENGINEER's issuing the Work, ex:opt where CONTR. AC"rOR has deiivered, a definkive cer'Lifoate of,Substantial Completion, ENGINEER's · '-- speclfc Bond sadsfacto~' to OWNER to secure the aforesaid recommendation will be binding on OWNER and satisfaction and discharge of such Liens. CONTRACTOR until final payment 14.?.?. there are other it-,ms endtiing OWNER to a I .... OWNER shall have the right to exclude CONTRAC- set-off against the amount recommended, or TOR from the Work after the date Gl' ,.Substantial Compietion, but OWNER shall allow CONTRACTOR reasonabie access 14.7.8. OWNER has actu~-I knowledge of the occur- complete or correct items on the tentative iisl. ronco of any of the events enumerated in pa,"~graphs 14.7.1 through 14.7.3 or pa~graphs 15.2.1 through 15.2.4 but OWNER mu'~.: give CONTR~",CTOR immediate written 14.10. Use by OWNER at OWNER's option of any sub- notice (with a copy to ENGINEER} s~.aLin~ the reasons for stantiaJJy completed pan of the V,:ork which: ('i)has sp¢cificall.,,; ' - been identifed in th--' Contract Documents. or (ii) OWNER, such action and promptly pa:.' CONTRACTOR the amount so 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 us."-bie pan of [he Work that can be used ER'.~ 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 Com- ~ - pletion of all the Work subject to the following: Subsmntia! Cornple,~on: 14.10. i. OWNER a~. any time may reques: CON- 14.S. When CONTRACTOR con,~iders the entire Work TRACTOR in writing to permit OWNER to use any such ready for it~ intended -,se CONTRACTOR shall notify OWNER p:,~ of the Work ~,hieh OWNER believes to be ready for and ENGINEER in wEting that the entire Work is substantially i'.s intended use and, substantially compiet:. If CON- complete {except for items specifically liste~ by' CONTRAC- TRACTOR agrees that such pa,~ of the Work i,, subs~an- TOR as incomplete) and reques~ that ENGINEER issue a tially complete. CONTRAC-rOR will certify to OWNER certificate of Subslantial Completion. Within a reasonabie time and ENGINEER that such pa~ of the Work is substan- lhereafter. OWNER. CONT~-kCTOR and ENGINEER shall fishy comple:¢ and request ENGINEER to issue a make an inspection of the Work to cieterm}ne .'.he s~tus of icate of Substantial Completion for that part of the Work. completion. If ENGINEER does not consider the W'ork sub- CONTRACTOR at an)' time may notify OWNER and s:.antialiy complete. ENGINEER will notify CONTRACTOR ENGINEER ir. wri, tin~ th,-.t CONTRACTOR considers in writing_ ~_ivin~ the reasons therefo.-. ]f ENG[.'x,'EER considers a.%v such part of .:ne Work r--d;',,, for its in[ended use and the Work subs;antialiy complete. ENGINEER ,viii prepare and subs:antialiy compie',e and request ENGINEER cc. issue a deliver to OWNER a t¢.n:ative cer'dfica~e of Subs[and'.,i Corn- cer~ificale of Subs:.a:'.tial Completion £or that p-.r: of the pierSon which shall f.x the date of Subs:antia! Completion. Work. Withe a reasonable time after either such recuest There sha}l be at:ached to the cerx, iflcate a tentative ils: of'hems O\VNER. CONTRACTOR and ENGINEER sh."i: make to be comp;cecal or corrected before final payment. OWNER ar. inspection of that ~an of the Work to determine its shall have seven ,days after receipt of the ten[ztive cer. if',cate status of completion. If ENGINEER does not consider during ~'hich to make written objection to ENGINEER as to that pan of th,¢ ','York tc. be subs:amialb' complete. ENGI- an). provisions of the certificate or at:ache~ lis:. If. after NEER will notify OWNER and CONTRACTOR in writ- considering such objections. ENGINEER conc!udes that the ing giving the reasons therefor. If ENGINEER considers ",Vork is not substantially complete, ENGINEER will within that par. of the Work to be substantially compiete, the fou.~¢en d::ys af'.er submission of the tentative ce.qi~,cate to Uro,dsions of parag.-aphs J4.8 and i:.9 ~,'il! appi? with OWNER notify CONTRACTOR in writing, stating :he reasons respect to ce.'-,ificason of Substantia} Completion of tk. at :herefor. If. ..... consideratior, of OWNER's objections. EN- par:, of the W'ork and the division of respons[biiit':' G[NEER considers the ¥,'ork substantialb- compie[¢. ENGI- respect thereof and access tberetc. NEER w!ll wi:bin said fount,,.-. ~ays exec::.:t and d-~hve: to OWNER and CONTRACTOR a definitive ce.qiflcate of Sub- 14. i0.2. No occupancy or separate operation of pan scan:iai Completion (with a revised tentative lis: of items to bt of the Vv'ork will ~e accomplished prior to compliance with · co ....... , reflecting such chances from.` the the requirements of pa~g.-aph 5.15 in respect of prope,~y tentative ce.~ific=.:e as ENGINEER believes justified after ins'.:.-ance. consideration of' an), objections from OWNER. A~ :he time o~' ,~n ...... ce,--,ificate of S-'bs:~ntia; Comple',ion ENG[.,'<EER wil; 0eib.'er ~o OWNER and CONTRACTOR a Fi,.:cJ i,-,s~ec~o~:: ~,-rinen re:'cmmendation as to division of responsibiii:ies pend- ing nn-~ paymen: be~we.,,n OWNER anc ,_ON: m.--,~ ,,~,R with i4. i ~. Upon ~'?;tten notice from CONTRACTOR that the respec: ;o secu~:.',', operation, safe:y, maintenance, heat. utiii- entire Work or an agreed portion .:hereof is compie.'.e. ENGi- _ :ies. ins~:rance and war,~nties and guarantees. Un~ess OWNER NEER w!l! make a final :nspec:ion wi:h OWN--R and CON- and CONTRACTOR agree otherwise in '~'dti~ and so [r, fo,'-m. TRACTOR and will notif? CONTRACTOR in wff,:in~ of al', pa~icuJa~ in which this inspection reveais tha: the Work is CONTR.-kCTOR. -- incomplete or defective. CONTRACTOR Shah immediately take such measures as are necessary to comple:e such Work or 14.14. If. through no [au)t 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 ENG1- FinalAppiicationfor Pa.vment: NEER, and without te,"minati.ng the Agreement, make pay- ment of the balance due for that portion of the Work fully ]4.12. After CONTRACTOR h~s completed all such eof- completed and accepted. If the remaining balance to be held by factions 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 o~rating instructions, schedules, guarantees. Bonds, certifi- been furnished as required in paragraph 5.1, thc wrinen 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 fuliy completed and accepted shall be provided in paragraph 6.19) and other documents, CONTRAC- submitted by CONTRACTOR to ENGINEER with the Appl;- TOR may make application for final paymen: following the cation for such payment. Such payment shall be made under procedure for progress payments. The final Application for the te,,--ns and conditions governing final payment, except tha: P.~yment shall be accompanied (except as previousJy deiivered) it shall not constitute a waiver of claims. by: (il all documentation called for in :he Contract Documents, including but not limited lo the evidence of insurance required by subparagraph 5.4.13, (ii) consent of the surety, if any, to final W~uer of Claims: payment, and (iii) complete and le_c-'2Ily effective releases or waivers (satisfactory to OWNER) of all Liens arising out of or )"' 1'' The making and acceptance of final payment will flied in connection with the Work. in lieu of such reieases or constitute: 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 a~davit of CONTRACTOR, except claims arising from unsettied Liens, CONTRACTOR tha:: 6) the releases and receipts include all from defective Work appearing after final inspection pursu- labor, services, material and equipment for which a Lien could an: to paragraph 14.11, from failure to comply with the be flied, and (ii) ali payrol!s, materia~ and equipment bills and Contrac: Documents or the te,'-m.s of any specia} guarantees otherindebtedness connected with the Work for which OWNER or OWNER's prope,~y mieht in any wa,s; be responsible have specified therein, or from CONTR_ACTOR's Continuing ob- been paid or other, s, ise satisfied. If an)' Subcontractor or iigations under the Contract Documents: and Supplier fails to furnish such a reiease or receipt in full, 14.15.2, a waiver ofali claims by CONTRACTOR against CONTRACTOR may furnish a Bond or other co!lateral saris- OWNER other than those previously made in writing and factor>' to OWNER to indemnify OWNER agains: any Lien. still unse:tied. FinaJ Payment and Acceptance: ARTICLE 15.--SUSPENS!ON OF WORK AND 14.i3. 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 OWN'ER ;~,Ia? Su$Rer, d ¥9'or~:: completed and CONTRACTOR's other obiigations under the Contract Documents have been fulfilled. ENGINEER will 15.1. A: an)- :ime and ~-'i:hout cause. OWNER may xes- within, ten days after receipt of the final Application for pend the Work or any poaion thereof far a period of not more ?aymen:. indicate in writing ENGiNEER's recommendation tban ninety days by notice in ,a, riting to CONTRAC~/'OR and of payment and presen: the Application to OWNER for pay- ENGINEER which will fix the date on which Work will be meat. At the same time ENGINEER will also give wnnen resumed. CONTRACTOR shall resume the Work on the date notice to OWNER and CONTRACTOR that the Work is so fixed. CONTR?,CTOR shall be allowed an adjustment in the acceprabie subject tc the provisions of paragraph ' ' ~ Otb- Contract Price or an extension of the Contr-ac: l~mes, or both, erwise. ENGINEER wiii return the Application to CON- directiy att.'bbutable to any such suspension ifCONTRAC'I'OR TRACTOR. indicating in whting the reasons for refusing to makes an approved ciaim therefor as provided in Articles Il recommend final payment, in which case CONTRACTOR shah and 12. make the necessary corrections and resubmit the Appiicatior,. Thirty days after the presentation to OWNER of the Applica- tion and accompanying documentation, in approp."bate fo,wa, OW:N'~.R Mc, y and substance and with ENGINEER's recommendation and notice o[ acceptabili:y, the amoun: recommended by ENGi- i5.2. Upon the occurrence o5 an?' one or more of the NEER will Oecome due and will be paid by OWNER to following events: ........ 1..4._. for expenses sus.'~ined prior to the effective date i~ '~ , if CONT.R_ACTOR persistently fails to perfo,,'m ~ th~ Work in accordanc~ with the Contract Documents (in- of te~ination in p~ffo~ing so.ices and famishing labor, ' '"~ eluding, but not limited to, failurt to supply su~ciem skilled matefiaJs or equipment as required by the Contract D~u- workem or suitable materials or equipment or tn[lure to merits in connection wi[h uncompleted Work, plus fair and adhere to the progress Schedule established under pamg~ph r~onable sums for overh~d and profit on such expenses; 2.9 ~ adjusted from time to time pu~u~t to pa~g~ph 6.6); 15.4.3. for all claims, costs, losses and damages incu~ed . 15.2.2. if CONTRA~R disregards ~ws or Regula- in settlement of te~inated contacts with Subcont~cto~, tions of any public b~y having jurisdiction; Suppliers and others; and 15.2.3. if CONTRA~OR disregards the autho~ty of 15.4.4. for re~onable expenses directly attfibmable ENGINEER; or te~ination. 15.2.4. ifCONTRA~OR othe~ise violates in ~ny sub- CONTRACTOR shall not be paid on accoun~ of loss of stanti~l way any provisions of the Contain D~uments; ~,'~' . a.,d~tpat~, profits or revenue or other economic loss arising out of or resulting from such te~ination. OWNER may. after giving CONTRACTOR (and the surety, if any.) seven days' written notice and to the extent pe~it- te~ by Laws an~ Regulations, terminate the services of CO.~TP~OR May 5top ~brk or Toxin,e: CONTRACTOR. exclude CONTRACTOR from the site and take possession of the Work and of all CONTRACTOR's 15.5. If. through no ac; or fault of CONTRACTOR. the tools, appliances, construction equipment and machine~ at Work is suspended for a period of more th~n ninety days by the site and use the same ~o the full extem they could be used OWNER or under an order of cour: or other public author- by CONTRACTOR (withoat liability to CONTRACTOR for ih'. or ENGINEER fails to act on any Application for trespass or conversion), incorporate in the Work all mater[- F~ymen: within ~hir~y 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, Oe~ermined to be due. then CONTRACTOR may. upon ~n~ finish ~he Work as OWNER may deem expedient. In seven days' written notice to OWNER and ENGINEER, such c~se CONTRACTOR shall not be entitled to receive ~nd provided OWNER or ENGINEER do not remedy 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 ~l] claims, costs, men: ~ne recover from OWNER payment on the 5~me terms losses and damages sustained by OWNER arisine out of or 2s provided, in paragraph !5.4. in lieu of terminctine the resulting from completinB the Work such ex:ess w[IJ be paid Agreement ~nd withou~ preiudice to any other r~gh: or to CONTRACTOR. If such claims, costs, losses 2nd dcm- remedy, if ENGINEER nas fciied to act on ~r, Appiication ages exceed such unpaid ba~nce. CONTRACTOR shall p2y for Paymen: wi~i~ thirz> days ~Ster it ~s submitted, or the difference to OWNER. Such cJcims, costs, lasses ~nd OWNER has f~iied for thirty days to pay CONTRACTOR damages incurred by OWNER wil] be reviewe~ by ENG]- an> sum finally determined ~o be due. CONTRACTOR may NEER cs to their recsonableness and when so cpproved by upon seven day's wriuen not,ce to OWNER end ENGI- ENGINEER incorporated in 2 Change Order. provided tha~ NEER stop the Work until payment of all suc~ ~mounts due ~-hen exercisint any rights or remedies under th; .... ,, -~ CONTRACTOR. incJudine in:crest thereon. The ~rovisions OWNER shal[ not be ,-cuir-d to obtain the lo~es: vrice for of th~s ;crcer:ph ~.5 ~re not in~ended :o preclude CON- the Work performed. TRACTOR from makine claim under Articies II and i2 for ~n ir. crease ir: Contrmct Price or Contrcc~ Times or otherwise !5.3. Where CONTRACTOR's so,ices hi, ye been so,er- for expenses or ~ama~e dire:tiy attributable toCONTRAC- min2ted by OWNER. the termination will not affect an:,' rights TOR's stopping Work 2s ~ermi:ted by this or remedies of OWN ER 2g~ins~ CONTRACTOR thcn existing or which may thereafter accrue. Any retention or p~ymen~ of moneys due CONTRACTOR ey OWNER w[li not release .~R~,~L; I~DiSPUTE RESOLUTION CONTRACTOR from liabilib. ' -'~ ~ 15.4. Upon seYen days' wmten notice ~o CONTRA~OR 2nd ENGINEER. OWNER may. without cc:se 2nd without lfand to the extent that OWNER end CO~TRACTOR have preiudice to env other rieht o, remedy of OWNER. elect to e~,e-d or, the method and procedure for resolvine disputes feminine ~ne Agreement. In such case. CON:~.~,Om s~mll between them :nc~ m~y 2dsc under th~s Agreement. such be paid [without dupl~catJo~ of any kerns): d~s;ute resolution method 2nd procedure, if an)'. s~cll fo~h in Exhibit GC-A. "D~smute Resoiution ~*- ..... "~o be 15.4.' for com~ieted and ac:ept~bie Work execmed in ..... . ,a · - - .. ~ ....n~ hereto an~ mede ~ para hereof. I~ no such agreement accordance w-]th the Con:~ct Documents p~or to the effez- on :~e me:hod ~nd procedure for resolving such disputes tire date of ~e~inction, including fmr and reasonable s~ms bee~ re~ched. ~nd sub,cc: to '~ provisions ofp~-2:r~-h¢ e 10. for oYerhead and profit on suc~ Work; 9.11. ~nd 9.]Z. OWNER ~nd CON ~ m.~'~TO~ mey exercise 41 such fig-nts or remedies as either may otherwise have under the act of the other patay or of any of the other pz.-,y's employees Contract Documents or by Laws or Regulations in respect of or agents or ofi'~e,-s for whose acts the o~er party is legally · any dispute, liable, claim will be made in writing to the other paxty within a reasonable time of the first observance o~' such inju~ or ' clamage. The provisions of this paragraph 17.3 shall not be ART1CLE 17--MISCELLANEOUS construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or repose.. GivLng Notice: Cv. mu~aive Remedies: 17.1. Whenever any provision of' the Contract Documents 17.4. The duties and obligations imposed by these General requires the giving of wfitten notice, it will be deemed to have Conditions and the rights and remedies available hereunder to been validiy given if delivered in person to the individual or to the parties hereto, and, in panJcular but without iJmitatJon,'the a member o,~ the firm or to an o~cer of the corporation for wa~anties, guarantees and obligations imposed upon CON- whom it is intended, or if delivered at or sent by re~stered or TRA~OR by paragraphs 6.12, 6.16, 6.30, 6.31, 6.32. 1~. l, certified mail. postage prepaid, to the l~t business address 13.12. 13.14. 14.3 and 15.2 and all o~' the fights and remedies known to thc 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 Compawaion of Times: limitation of, any fights and remedies available to any or all Gl~ them which are other~,ise imposed or avaiiabie, 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 Documents by days, it will be computed to exclude provisions of the Con:fact Documents. and the provisions of the first and include the last day of such period. If the last da>, this paragraph will be as effective as if repeated specifically in of any such period falis on a Saturday or Sunday or on a day the Contract Documents in connection with each particular made a legal holiday by the law of the applicable jurisdiction, duty, obiigation, fight and remedy to which they apply. such d~y will be omitted from the computation. 17.2.2. A calendar day of twenty-four hours me~sured Pro. fessionM Fees and Coum Costs Included: from midnight to the next midnight will constitute a day. i7.5. Whenever reference is made to "claims. costs, losses Notice ofCiaim.: . and damages," it shall include in each c~se, but not be limited ~o. all fees and charges of engineers, architects, attorneys and 17.3. Should OWNER or CONTRACTOR suffer i~u,"y o.- other professionais and all court or arbitration or other d3spu.re damage to person or property because of any error, omission or resolution costs. [The remainder 05 :.his Fage wr's lef: blank intemionaliy.}. · E2,Z-]~B~ GC-A to General Conditions of the American Arbitration Association, and a copy will be sen: to ~ A~eement Between OV¥~'ER and CON- ENGINEER for information. The demand for arbit~tion 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 ciaim, dispute or other matter 'in question h~s 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 CONrTRACTOR 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 ployeesorconsultantsofanyofthem)whoisnotapar~ytothis 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 decided by arbitration in accordance with the Construction ,*'ho 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.g.2. such other person or entity is substantially in- 16. This agreement so to arbitrate and any other agreement or voived in a question ofiaw or fac,~ which is common to those consent to arbitrate entered into in accordance herewith ~ who are already parties to the arbitration and which will arise provided in this Article 16will be specifically enforceable under in such proceedings, and the prevailing law of any cour~ having jurisdiction. 16.-'.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 9.1 I will be make specific reference to this p~-~g,"aph: but no such made until the earlier of(a) the date on which ENGINEER h~ consent shall constitute consent to arbitration of any' dispute rendered a written decision or (b) the thirxy-first da}' after the not specifically described in such consent or to arbitration par'des have presented their evidence to ENGINEER if a with any par~y no: specifi:aliy identified in such consent. writ:eh decision has not been rendered by ENG1NEER before that date. No demand for arbitration ofany such ciaim, dispute 16.5. Notwithstanding paragraph 16.4 if a claim, dispute or or other matter wili be made later than thiny days aher the date other matter in question between OWNER and CONTRAC- on which ENGINEER has rendered a written de:ision in TOR involves the Work o~'a Subcontractor. either OWNER or respect thereof in ~ccordance with pa.mgmph 9.1 !; and the CONTRACTOR may join such Subcontractor as a par~y to the failure to demand arbitration within said thirty days' period will arbi'~ra:ion between OWNER and CONTRACTOR hereunder. result in ENGINEER's decision being final and binding upon CONTRACTOR shal~ inciude in all subcontracts required by OWNER and CONTRACTOR. If ENGINEER renders a de- paragraph. 6.1 ) a specific provision ,*'hereby th: 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 .:he panics conce.med. No demand for arbitration of any subcon':ract consenting to joinder sh~_il create any claim, fight W~tleP, ',','q ' · o,,.s}on of ENGINEER rendered in accordance with or cause of acron in favor of Subcontractor and a~ainst paragraph 9.10 will be made later than ten days after the pa~y OWNER. ENGINEER or ENGINEER's Consultants that making such demand hms delivered written notice o[ in~ention does not other,*'[se exist. to appeal ~s provided in paragmph 9.10. 16.6. The ~ward rendered by the arbitrators will be final, 16.3. Notice o[ the demand for arbitration wil! be filed in judgment may be entered upon it in any court havingjurisdic- writing ~'ith the other par'~y to the Agreement and wit~ the tion thereof, and it wiU not be subject to modification or appeal. [The remainder of this page was left blank intentionally.] G C-A 1 . 16.7. OWNER and CONTRACTOR agree that they shall don would h'-revocably prejudice one of the parties. 'l-ne first submit any and all unsettled claims, counte~lalms, dis- respective th/try and ten day time limits within which-to die a putes and other matters in question betwee, n 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 , ("tisputes"). to mediation by The American Arbitration As- mediation within those same applicable time limits and shall sociafion 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 dispme submitted to mediation initiating ~,alnst the other a demand for arbitration pursuant to under this Agreement shall not serve as a.-bitrator of shch pamgr~hs 16.1 through 16.6, unless delay in initiating arbit,'-a- dispute unless otherwise agreed. [The remainder of this Duo- was left blank intentionally.] GC-A2 [This page w~ le~ blank intentionally.] GC-A3 SPECIAL CONDITION TECb~IC~ SPECIFICATIONS 1. SAFETY PP~ECAUTIONS: The Contractor shall com_Dly with all applicable laws including the Occupational Safety a~d 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 safe~y and protection, including, posting danger signs and other warnings against hazards, promulgating safety regulations and notifying Owners ~nd users of adjacent utilities. 2. ~IATER_TALS AND WORSHIP: No material which has been used by the Contractor for ~ny termp_orar¥ purp_ose whatever is to be inco~--porated in the permanent structure without written consent Engineer. k!l materials to be used shall be new. 3. Where materials or equipment -r_ specie'rd by a trade or brand n~me, it is not the intention of the Owner to discriminate against an e_cua! product of another manufacuurer, 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 prop~r, the equivalent of, or e.cua! to · some other it~, in the opinion or judgement of the Engineer. Unless othe~wis= specified, all mauer~a~ shall be the best of their respective' kinds and shall be in all cases fully e~ua! to approved s~T~les. Notwithstanding that the specifications in co~=nec%icn %~ith =- material, manufactured =-r~icle~ cr process, the materials, article or process speci~ica!!y designated shall be used, ~n!ess a substitute shall have the right to require the use of such sDecifica!iv designated material 4. PER/~TS: The Contractor will be required to secure any perm. its re_cuired for the execution of ti.e Contract at his expense except for the Ci5y Inspection Fees. However, if the Conuractor re_cuests overtime from the City of CopDe!l inspection Department, then all overtime charges will be at %he Contractor's ex~_ense. 5. B~fR/RI~ADES, WARAVliNG SIGNS & FLA/R~S: Where ~he work on this project creates a safety hazard Lo the general public, the Contractor shall furnish and erect sufficient barricades and warning signs to wa_~?. ~he public of ~he danger and also provide sufficient flares or other emergency lighting to warn tlne public at night at his extDense (no pay item). Page i of 4 covered ~' ~hase Con~racss is r_~sa~v=~d ~' -'_n_~ O~er, or ~%=--._ i~eal~h, T~as Depar~n~ of Wa~er Resources for "._~n~ pu~ose o'f ~eria!s on h~d ~d ins~alie~. The Con:rac~or %'i!! be re~ired wiuh the project in ~ny m~er in which ~hey ~,ay direct.. 7. F~~ G~ES:._e~ as %~i~hin -~.e~ street right-or-d-ay_ where. grades ~re dis~bed or a!sered durinu uui!i~y or consu~csion shall be r_-_ . ~ ~ss~!ished bv -i.e Con~ractor ~o 5he est~!ished urades ~is~in~ (D!us or ~nus 0.2 re=t) prior shall be done by bladinu ~nd shall be s-~jact to inspection or ~-erificmtion- of ~inished grades she!l_ be bore a5 -~__~= u~i!i~y or 8. CO~OP_~ W~ P~S: k!l work shall c~nfo~ to the ~ ~, grades, ~ross-sections, ~nd d~ens~o~= sho~ on ui. en ~_ _--.~s. ~v_ deviasion from the_~-~n=-- whic~ K~av_ be re~aired, by_ '~.e~ exiuencies const~cuion w~___]: be determined Dy -'.e~n Engineer ~ud authorized bv him in 9 ~CESS~ ~~_~ ~_T~ (~) : Excel-areal on-_i~ material noU re~gired as ={ ~ ~ or for backfi!!in~ of shall be suoc~i!ed on site at a lo.cation er iocauicns designated = ~ ~n -__ !_r_e rocks, ~oish ~nd organic or inorganic debris shall be disposed cf offsi-e.= !0 ..... ST~iK~G: ~'~= Ov.~er ~z~_ .... furni='n =%~=____ fo!iov;ing stakes, %o be approved ~- the conurac~or's forem~: or suoerinnendenu_ ; one --5== of consurucuion suakes cf each of 5he One survey layout for lines and grades shall be furnished by the Owner. All construction stakes and marks shall be carefu!iv ureserved bv the Contractor, and in case of destruction ~r rem~va! by Contractor or his employees, such _=takes or marks s-hall be ~eDiaced at the Contractor's expense as recuired by the Engineer~ a. Pri~r~ to an~'_ exc=~=uicn~ , -i.e~ Conuracucr sh~!~_ de~e~.ine -i._u ioca-~c.~ cf~,=~_ exissinc waser cas _e-,er= ~ e!_~ric,=~ 5ei_ ra2_i. %e!e%~ision' and other - '~ ~, ~nder ~r o'~nd uuiiities ~ ~-f- __ com~encLng %~= work, -'-- ~ =~ n==_ e d~m~g e. c. Where the locations of existing underground a~d surface utilities and structures are indicated, these locations are generally a~proximate, 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 da~nage caused by his operations to all existing utility lines, phCm!ic property and private property, whether it is below ground or above ground, and he shall settle, in total, cost of all da~,age suits. e. To avoid unnecessar~' interference or delays, the Contractor shall coordinate all utility removals, replacements and construction with the appropriate utility company. 12. REMOVAL OF DEFECTIVE AND UNAUTHORIZED WOP~K: Ail work which has been rejected or condemned shall be repaired or, if it ca~ot be repaired satisfactorily_~.- sba!~_, be i~-k~ediate~v__ removed and replaced at the Contractor's ex%D_ ense. Defective materials shall be in~ediate!y removed form the site of the work. Work done without line a=~.d 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 Owmer, may not be measured and paid for, a~nd may be ordered removed at the Contractor's ex%D_ ense. Upon failure of ~he Contractor to repair satisfacnoriiy or to remove and replace, if so directed, rejected, unauthorized or condense, ed work or materials i~=mediate!y after receiving notice from the Engineer. The Engineer wi!l, after giving written notice to the Contractor, have the authorit?' to cause defective work to be remedied or removed and replaced, or to cause u=nauthorized work to be removed a~nd to deduct the cost thereof from any moneys due uo the Contractor. 13. FI/q~ ~NSPECTiON: The Engineer will make final inspection of all work included in the contract as sho~ as practicable=-f~r~ 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. Ail work must be accepted by. the City of Coppe!i and the Engineer before retainage ~mo~nts will be paid. 14. The Excavation Contractor and uui!ity Contractor shall be re,aired to coordinate their work with the Paving Contractor and shall schedule his work uo avoid conflicts with Paving consnruction; however, the Paving Contracuor will not be issued a Page 3 of 4 'Notice of Proceed" ,~ntil all utility work in the street right-of- way is completed unless otherwise agreed to by the Utility Con~ractor. Page 4 of 4 NOTE TEXAS SALES TAX E%F~ioTION 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 ~Lade a Dart hereo= 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 incorporated into the property or used by either the Contractor or the Developer. Payment for.such materials shall be in accordance with this Agree--merit a~d any supporting docuraen~s.included herein. The Developer intends to donate proper~y to the City of Coppell ~nd the city intends to accept the property before the material is incorp_orated into the realty or used by the Contractor or the developer. This prior intention is further evidenced by the Final Plat and Constr~cTion Pla~.s as approved.by the city. The Contractor shall therefore give a resale certificate for the materials, and accept am. exemption certificat= for sales pu--p_oses which the developer shall provide. TEXAS SALES TAX EXEMPTION CERTIFICATE -- L the purchaser named above, claim an exemption from payment cf sales t~-xes for t~'~e purchase of taxable items Oescdbed below or on the a~ached order or invoice from: Seller: Street adoress: City, State, Zip code: Description of items to De purchased, or on the a~ached order or invoice: ~ . Purc~haser ciaims this exemption for the following reason: ] understand that I will De liable for payment of sales ~=_x which may become ¢..;ue for failure to comply with the provisions of the state, c[~, me-',ropolJ;ar, transit suthod~, ci~ transit d~pa~ent and/or ~un~ sales and use t~ laws and Comptroller ~les r~arding exempt pure,sas. Uabiiib, for me t~ will ~e ¢ete~ine¢ ~y the price p~id for t~e t~abie items purchas~ or the fair m~e; rental value'for the pedod of time used. I understand [~at it is s misdemeanor :o give sn exemption cenifi~te to the seller for t~xzbie i~ems whic~ I know, st the dine of put:base, wilt be used in ~ manner other ~an ~ha~ expressed in this ce~ifica~e and that UDOn ;onvic~on may De fined not more tha~ S500 per offense. j NOT--: 'Rnis ce,"'dficate ca2not be issued for the purchase, lease or renta! of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NU,*~ER TO BE VALID Sales ~nd Use 'i'&x "Exemption Numbers' or 'T~_x Exempt' Numbers do no: exist.. This certificate should be ~mished to me supplier. Do not send t~he completed ce~ficate to the Comptrol!~r of P'.'.biic .-'--..-.-cunts.