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Waterside E P1-SP 920228SPECIFICATIONS AND CONTRACT DOCUMENTS FOR THE CONSTRUCTION OF SANITARY SEWER IMPROVEMENTS WATERSIDE ESTATES, PHASE I IN THE CITY OF COPPELL, TEXAS FEBRUARY, 1992 ~~-~..~L--~ .~ ~. ~-~.~,.~. _.__~._ ~_ .~, Jones & Boyd, Inc., Consulting Engineers Dallas, Texas ~ TABLE OF CONTENTS ADDENDA, IF ISSUED NOTICE TO BIDDERS SPECIAL INSTRUCTIONS SI-1 ..... SI-6 PROPOSAL - EXHIBIT "A" P-1 ...... P-7 EXEMPTION CERTIFICATE EC-1 EJCDC STANDARD FORM OF AGREEMENT SF-1 ..... SF-8 PERFORMANCE BOND - EXHIBIT "B" PB-1 ..... PB-2 PAYMENT BOND - EXHIBIT "C" PB-3 ..... PB-4 EJCDC GENERAL CONDITIONS GC-1 ..... GC-44 SUPPLEMENTARY CONDITIONS SC-1 ..... SC-2 CONCRETE STREET REPAIR DETAIL NOTICE TO BIDDERS Sealed proposals shall be addressed to: Jones & Boyd, Inc. 16980 Dallas Parkway, Suite 100 Dallas, Texas 75248 and will be received prior to 2:00 p.m., Wednesday, February 12, 1992, for furnishing all plant, labor, material, and equip~ an--~-d~~ performing Sanitary Sewer Improvements to Waterside Estates, Phase I, in the City of Coppell, Texas. (All bids will be opened and tabulated by Jones & Boyd, Inc. in private.) Plans, specifications, and bidding documents may be obtained from the offices of: Jones & Boyd, Inc. 16980 Dallas Parkway, Suite 100 Dallas, Texas 75248 Bidders should carefully examine the plans, specifications, and other documents, visit the site of the work, and fully inform themselves as to all conditions and matters which can in any way affect the work or the costs thereof. Should a bidder find discrepancies in, or omissions from, the plans, the specifications or other documents, or should he be in doubt as to their meaning, he should at once notify Michael L. Clark, P.E., at Jones & Boyd, Inc. (214) 248-7676, and obtain clarification prior to submitting any bid. Questions regarding standards and specifications should be referred to Larry Davis, City Inspector of the City of Coppell, (214) 462-0022. The Owner, Weekley Homes, Inc., reserves the right, at its sole discretion, to accept, reject, combine or separate any and all proposals. All bids will be presented, based on the quantities provided and on the forms issued. The bidder shall not add any bid items to the Proposal. No bid may be withdrawn until the expiration of thirty (30) days from the date bids are opened. Determination of the successful bidder w~ll be based on the tabulated price and total number of calendar days for the project. SPECIAL INSTRUCTIONS GENERAL: The provisions of this Section of the Specifications shall govern in the event of any conflict between them and the "General Conditions of the Agreement." e ENGINEER: The word "Engineer" in these Specifications shall be understood as referring to Jones & Boyd, Inc., Dallas, Texas, Engineers of the Owner or such other Engineer as may be authorized by the Owner to act in any particular position. e BID SECURITY: No bid bond or other security will be required by the Owner. Since the bidders of this project have been selected by the Owner, each bidder will be expected to honor his bid, on his own recognizance and enter into a contract, if successful, within five (5) days after the contract has been awarded. e AMBIGUITY: In case of ambiguity or lack of clearness in stating prices in the Proposal, the Owner reserves the right to adopt the most advantageous construction thereof to the Owner or to reject the Proposal. PLANS: Plans include record drawings of the Water and Sanitary Sewer Plan and Sanitary Sewer Profiles prepared by Nathan D. Maier, Consulting Engineers, dated June 25, 1986 and City Detail sheets SD-19 and SD-20. e SEQUENCE OF WORK: The Contractor shall arrange the sequence of work in cooperation with (and to the approval of) the Owner or the Owner's representative. It is the intent to schedule the sequence of operations and expedite the work in such a manner that would be beneficial to the Owner. The anticipated date to begin work is March 9, 1992. e ADMINISTRATION AND INSPECTION: The work will be inspected in accordance with requirements of the City. General Administration will be the Owner or his representative. It is the intent that the Specifications refer to the requirements and standards including all amendments that have been made by the City. SI -1 STATE SALES TAX: Title to materials, which will be incorporated into the project, shall pass to the Owner at the time they are delivered to the jobsite and before they are incorporated into the realty or used by either the Contractor or Owner. The Owner intends to donate the property in which the improvements are being made as right-of-way or easements to the City and the City intends to accept the property. The Owner will provide an exemption certificate to the Contractor. INSURANCE REQUIRED: The contractor shall not commence work under this contract until he has obtained all insurance required under this paragraph from insurance companies licensed to do business in the State of Texas, rated A+ or better by Best's Insurance Reports, and such insurance has been approved by Owner, nor shall the Contractor allow any subcontractor to commence work on his subcontract until all similar insurance of the subcontractor has been so obtained and approved. The Contractor shall also meet all insurance requirements of the City. Compensation Insurance: The Contractor shall take out and maintain during the life of this contract, Workmen's Compensation Insurance as required by all applicable Federal, State, and local or other laws including Employer's Liability for a minimum coverage limit of $100,000 for all of his employees at the site of the project, and in case any work is sublet, the Contractor shall require the subcontractors similarly to provide Workmen's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. Liability Insurance: The Contractor shall maintain Comprehensive General Liability including Contractor's Liability, Owner's Protective Liability, Contractual Liability; all on the occurrence basis with Personal injury Coverage and broad form Property Damages. The XCU exclusion relating to Explosion, Collapse and Underground Property Damage shall also be maintained. Completed Operations Liability shall be kept in force at least two (2) years after ._~h~._d~___~.~_!~a1 acceptance of the syste~S~i~e thereiSa' two-year limit on ~hefiTi~h~-6f---~-TTT~'-~l-~o, the Contractor shall maintain Excess Umbrella Liability coverage. The minimum aggregate coverage of the Comprehensive General Liability and Excess Umbrella Liability shall be $2,000,000.00. SI -2 Ce de eo fe Automobile Liability: The Contractor shall carry a Comprehensive Automobile Liability policy including non-ownership and hired car coverage as well as owned vehicles with a minimum limits of $300,000.00 combined single limit (CSL), each occurrence, for bodily injury including death and property damage. Owner as Co-Insured: The Contractor and all subcontractors at their own expense, shall provide and maintain the above referenced coverages with companies acceptable to the Owner. They shall add the Owner to these coverages as a co-insured party. Proof of Carriage of Insurance: Proof of all insurance coverage shall be presented to the Owner prior to the start of construction. Cost: All cost related to insurance coverage shall be included as subsidiary to bid items and bid prices in the proposal. 10. CONTRACT DOCUMENTS: The following instruments prepared by the Engineers Joint Contract Documents Committee, and as modified, will be made a part of these specifications although they are incorporated herein by reference only. Standard Form of Agreement (1990 Edition) Performance Bond (1984 Edition) Payment Bond (1984 Edition) General Conditions of Agreement (1990 Edition) 11. CONFLICTS: The Special Instructions to Bidders shall supercede all other parts of the Contract where conflicts exist. 12. 13. SPECIAL SPECIFICATIONS: Any reference in these Specifications to Texas Highway Department Specifications refers to.the "Standard Specifications for Road and Bridge Construction" of the Texas Highway Department, adopted on September 1, 1982, and commonly referred to as the "Yellow Book". PAYMENT AND PERFORMANCE BONDS: Payment and performance bonds made to the benefit of the Owner may be required in an amount of not less than one hundred (100%) percent of the contract price for construction of the improvements conditioned upon faithful SI -3 performance of the contract and upon payment of all persons supplying labor or furnishing materials. The bonds are included as a bid item in the Proposal Section. 14. MAINTENANCE BOND: The maintenance bond shall provide for repair and/or replacement of all defects due to faulty materials and/or workmanship according to the City's standard form of bond. The bond is included as a bid item in the Proposal Section. 15. PERMIT FEES: The Contractor shall be responsible for the payment of and obtaining of any and all permits, as required by the City, including, but not limited to, two (2%) percent constructi~P .j~~..on fees. The fees are Proposal se~'t~6h. 16. INSPECTION AND CLEANUP PERIOD: Proposal must state the number of calendar days required to substantially complete the project. Work must begin within ten (10) calendar days of the date the notice to proceed is issued.-If the tenth day is Saturday or Sunday, work will begin the following'Monday. 17. TRAFFIC CONTROL: The Contractor shall maintain all traffic lanes and/or detours to the satisfaction of the Engineer and to the City. 18. BARRICADES AND WARNING SIGNS: Barricades and warning signs shall be placed in accordance with the requirements of the City and/or as directed by the Engineer. 19. ENVIRONMENTAL PROTECTION: The Contractor shall comply with environmental regulations as specified below: ae Environmental Compliance: Contractor agrees to comply with applicable laws, regulations, orders and guidance administered by the U.S. Environmental Protection Agency, the Texas Department of Natural Resources Environmental Protection Division and any local agency(s) with jurisdiction. The matters covered by this paragraph include, without limitation, discharges of waste to air, water or land, solid waste disposal, and management of "hazardous substances". SI -4 bo Governmental Requirements: Contractor agrees to comply with all applicable Federal, State, Local and County ordinances, regulations, codes and standards and the requirements of the Williams-Steiger Occupational Safety and Health Act of 1970 and amendments thereto, as well as the training and recordkeeping requirements of the Hazard Communication Standard, 29 C.F.R. §1926.50 et seq., or similar laws or regulations. The Contractor shall comply with all applicable laws and ordinances (including specifically, Article 1436c of Vernon's Annotated Texas Statutes regarding working within six (6) feet of any high voltage power line) and the rules, regulations, or orders of all public authorities relating to performance of Work, including without limitation the procurement and posting of all required permits and notices. 20. CLEANUP FOR FINAL ACCEPTANCE: The Contractor shall make a final cleanup of all parts of the work before final acceptance by the Owner or his representative. This cleanup shall include removal of all objectionable rocks, pieces of asphalt or concrete, and other construction materials, and in general preparing the site of the work in an orderly manner and appearance. 21. TESTING: The Contractor shall be responsible for retaining a testing laboratory to perform all necessary density and material testing. The Owner shall be responsible for providing TV inspection, in accordance with City requirements, upon completion of construction by the Contractor. All costs associated with requirements to perform additional TV inspections due to faulty workmanship by the Contractor shall be borne by the Contractor. 22. PROTECTION OF UTILITIES: The Contractor shall determine the exact location of all existing utilities and conduct his work so as to prevent interruption of service or damage to them. The Contractor shall protect existing structures and utilities and shall be responsible for their replacement if damaged by him. 23. WATER FOR CONSTRUCTION: All water required shall be furnished by the Contractor at his expense. SI -5 24. CORRECTION OF SEWER SERVICE ATTITUDES: The Contractor shall reconstruct sanitary sewer services as required to obtain a positive attitude at the main, including any necessary saw cut, removal and replacement of concrete pavement, in accordance with City standards and specifications. Services to the following 17 lots shall be corrected: Block A, Lots 1,13~!~_~)_~, Block B, Lots 7, 12, 13, 20, 24,.26-28, 31, Block C, Lots 4, 5 and 7.~ 25. CORRECTION OF LEAKING SEWER SERVICES: The Contractor shall correct as required leaking sanitary sewer services for the following 4 lots: Block A, Lots I and 12, Block B, Lots 8 and 9. 26. IDENTIFICATION OF WATER AND SEWER SERVICES AND APPURTENANCES: The Contractor shall identify the location of water and sewer services to lots and other water and sewer appurtenances by painting on the street curb adjacent to the items with 2-inch high letters, by use of stencil, as follows: Item Symbol Paint Color Water Service Water & Fire Hydrant Valves Sewer Service Sewer Manhole Sewer Cleanout Blue W Blue V Red S Red MH Red CO 27. REMEDIAL WORK TO PARKWAY BOULEVARD SEWER: During a TV inspection performed on December 4-6, 1991 at Waterside Estates, Phase 1, 1 to 2 inches of "flowing" water was observed from the existing manhole on the north side of Parkway Boulevard to station 0+60 of Line A. Because this section of sewer main collects from the entire subdivision, an accurate assessment of whether remedial work must be performed on this section of pipe cannot be made until leaks within the entire system are repaired. Upon completion of the Basic Services section of the Proposal, a determination will be made by the City and Engineer regarding whether or not remedial work must be performed to the Parkway Boulevard sewer main. SI -6 EXHIBIT 'A' PROPOSAL TO: Weekley Homes, Inc. c/o Jones & Boyd, Inc. 16980 Dallas Parkway, Suite 100 Dallas, Texas 75248 Coppell, Texas February, 1992 FOR: SANITARY SEWER IMPROVEMENTS FOR WATERSIDE ESTATES, PHASE I Pursuant to the foregoing "Notice to Bidders", the undersigned bidder, having thoroughly examined the Contract Documents, including plans, specifications, the site of the project and understanding the amount of work to be done and the prevailing conditions, hereby proposes to do all of the work, furnish all labor, equipment, and material, except as specified to be furnished by the owner, which is necessary to fully complete the project and subject to inspection and approval, and binds himself upon acceptance of this Proposal to execute a Contract and furnish an approved Performance Bond and Payment Bond, and such other bonds, if any, as may be required by the Contract Documents for the performing and completing of said work. Contractor proposes to do the work within the time stated and for the following sums: (Furnish and install, including all appurtenant work, complete in place, the following items): Pay Estimated Description of Items With Amount Item Quantity Bid Prices Written in Words Bid BASIC SERVICES Lump Sum Correct sewer services to positive attitude in accordance with special Instruction No. 24 for and Dollars Cents Per LS P-1 P~ Item J Estimated Quantity Lump Sum Description of Items With Bid Prices Written in Words Correct leaking sewer services in accordance with Special Instruction No. 25 for Amount Bid and Dollars Cents Per LS e Lump Sum Remove dirt from sewer services at Lots 16 and 17, Block B for and Dollars Cents Per LS Lump Sum Remove and replace 8-inch SDR-35 PVC sanitary sewer main between approximate stations 4+77 to 5+37 of Line C, which currently retains approximately 2 inches of water, for and Dollars Cents Per LS e Lump Sum Clear all sanitary sewer mains of debris and mud for and Dollars Cents Per LS P-2 Pay Item Estimated Quantity Lump Sum Description of Items With Bid Prices Written in Words Identify location of water and sewer services and appurtenances in accordance with Special Instruction No. 26 for Amount Bid and Dollars Cents Per LS e Lump Sum Excavation Safety and Support System including Excavation Safety Plans for trenches over five feet in depth for and Dollars Cents Per LS 8. Lump Sum Testing for and Dollars Cents Per LS Lump Sum City Fees for and Dollars Cents Per LS P-3 Pay Item 10. Estimated Quantity Lump Sum Description of Items With Bid Prices Written in Words Payment and Performance Bonds for Amount Bid and Dollars Cents Per LS 11. Lump Sum Maintenance Bond for Dollars and Cents Per LS TOTAL BID - SECTION A $ $ ADD ALTERNATE FOR REMEDIAL WORK TO PARKWAY BOULEVARD SANITARY SEWER (REFER TO SPECIAL INSTRUCTION NO. 27) Lump Sum Remove and replace 8-inch SDR-35 PVC sanitary sewer main between existing manhole on north side of Parkway Boulevard to station 0+60 of Line A, including saw cut, remove and replace pavement, for and Dollars Cents Per LS e Lump Sum Excavation Safety and Support System including Excavation Safety Plans for trenches over five feet in depth for Pay Item B.1 for and Dollars Cents Per LS P-4 Pay Item Estimated Quantity Description of Items With Bid Prices Written in Words Amount Bid Lump Sum Testing for Pay Item B.1 for and Dollars Cents Per LS me Lump Sum City fees for Pay Item B.1 for and Dollars Cents Per LS Be Lump Sum Additional cost for Payment and Performance Bond for Pay Item B.1 for and Dollars Cents Per LS Lump Sum Additional cost for Maintenance Bond for Pay Item B.1 for and Dollars Cents Per LS TOTAL BID - SECTION B: P-5 Pay Item Estimated Description of Items With Amount Quantity Bid Prices Written in Words Bid ADD ALTERNATIVE TO PROVIDE MAINTENANCE BOND FOR ALL WATER AND SEWER IMPROVEMENTS WITHIN WATERSIDE ESTATES, PHASE I INCLUDING EXISTING IMPROVEMENTS Lump Sum Maintenance Bond for Dollars and Cents Per LS $ TOTAL BID - SECTION A TOTAL BID - SECTION B TOTAL BID - SECTIONS A & B TOTAL BID - SECTION C $ $ $ $ SEPARATED CONTRACT: Tangible personal property (materials) which will be incorporated into the project: Labor, supervision, equipment, materials and other cost not to be incorporated into the project: P-6 The undersigned agrees to complete work by these Contract Documents in the following number of calendar days. Calendar days for Section A - Basic Services Calendar days for Section B - Parkway Boulevard Remedial Work Within five (5) days after receipt of Notice of Acceptance of this Bid, the undersigned will execute the formal contract and will deliver an approved surety bond and proof of insurance for the faithful performance of this contract. Respectfully submitted, Comp a ny: By: Address: Phone: Date: Contact: I (We) acknowledge receipt of the following addenda: Addendum No. 1 Date Received: Addendum No. 2 Date Received: P-7 01-315 {Rev. 1-88t3i TEXAS SALES TAX EXEMPTION CERTIFICATE Name of purc~ase¢, nrta or agency Address ¢Streef & numDe¢. P.O. ~x ~ R~e nummi . Ph~ ~A~ c~e a~ num~ I. the purchaser named above, claim an exemption from payment of sales taxes for the purchase of taxaPle items described below or on the attached order or ~nvo~ce from: Seller: Street address: City. State. Zip code: Description of items to be purchased, or on the attached order or ~nvoice: Purchaser c:alms this exemonon for the following reason: I understand that I will be I~aDte for ~ayment of sales tax which may become due for failure to comply w~th the prows~ons of the state, city, metropolitan transit authority, c;ty transit department and/or county sales and use tax laws and Comptroller rules regarding exempt purchases. Liability for the tax w~ll be determined by the price pa~d for the taxable items purchased or the fair market rental value for the oeriod of time used. ! understand that it is a m~saemeanor to give an exemption certificate to *"? setler for taxable ~tems wmcn I know. at the t~me of purchase, w~tl be used in a mar.~ :r ottqer Than tnat expressed ~n this certificate and that upon conwct~on may be fined not more than S500 per offense. Title Date sign · Purcnaser i here' i NOTE: This certificate cannot De ~ssued for the purchase, lease or rental of a motor venicte. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID Sales and Use Tax "Exemption Numuers' or "Tax Exemot' Numl2ers do not exist. This certificate should be furnished to the supplier. Do not send the completed certificate to tr~e ComDtroiler of Public Accounts. EC-1 This document has important legal consequences: consultation with an attorney is encouraged with respect to its completion or modification. STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly By PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE .4 practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN CONSULTING ENGINEERS COUNCIL AMERICAN SOCIETY OF CIVIL ENGINEERS CONSTRUCTION SPECIFICATIONS INSTITUTE This document has been approved and endorsed by The Associated General i--" 1~! Contractors of America This Standard Form of Agreement has been prepared for use with the Standard General Conditions of the Construction Contract. (No. 1910-8) {1990 Edition}. Their provisions are interrelated and a change in one may necessitate a change in the others. The suggested language lbr instructions to bidders contained in the Guide to the Preparation of Instructions to Bidders. INo. 1910-12) ( 1990 Editiom is also carefully interrelated with the language of this Agreement. Comments concerning their usage are contained in the Commentary on Agreements for Engineering Services and Contract Documents, lNo. 1910-9) {1986 Edition}. See also Guide to the Preparation of Supplementary, Conditions, (No. 1910-17) (1990 Edition). EJCDC No. 1910-8-A-I 11990 Editionl Note to User Certain states and federal agencies require provisions in public contracts which permit Contractors to deposit acceptable securities with Owner or a stakeholder in lieu of retainage. Many Owners will not accept this procedure except where required by Laws or Regulations. In the event such a procedure is required, the provisions of this Agreement and possibly those of the other Contract Documents dealing with retainage should be amended, and an attorney should be consulted to prepare the revised language. Among the issues to be addressed by such language are: initial and subsequent valuations of the securities, right to withdraw excess collateral and obligation to deposit additional collateral as market value changes, who is entitled to interest and dividends on deposited collateral, responsibilities of stakeholder, whether collateral may be freely sold in the event of Contractor default and method of such sale, and application of Uniform Commercial Code and state and federal security laws to the arrangement. © 1990 National Society of Professional Engineers 1420 King Street. Alexandria. VA 22314-2715 American Consulting Engineers Council 1015 15th Street. N.W., Washington, DC 20005 American Society of Civil Engineers 345 East 47th Street, New York, NY 10017 Construction Specifications Institute 601 Madison Street. Alexandria, VA 22314 EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE THIS AGREEMENT is dated as of the year 19 by and between day of in the (hereinafter called OWNER) and (hereinafter called 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: The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follov,'s: Article 2. ENGINEER. The Project has been designed by who is hereinafter called ENGINEER and who is to act as OWNER's representative, assume all duties and responsiblities and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. SF-1 Article 3. CONTRACT TIMES. 3.1 The Work will be sUbstantially completed on or before , 19 .... and completed and ready for final payment in accordance with paragraph 14.13 of the General Conditions on or before , 19 3. i The Work will be substantially completed within days after the date when the Contract Times commence to run as provided in paragraph 2.3 of the General Conditions, and completed and ready for final payment in accordance with paragraph 14.13 of the General Conditions within days after the date when the Contract Times commence to run. 3.2 Liquidated Damages. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 3. ! above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. They also recognize the delays, expense and difficulties involved in proving the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof. OWNER and CONTRACTOR agree that as liquidated damages for delay {but not as a penalty} CONTRACTOR shall pay OWNER dollars 15 ) for each day that expires after the time specified in paragraph 3.1 for Substantial Completion until the Work is substantially complete. After Substantial Completion. if CONTRACTOR shall neglect, refuse or fail to complete the remaining Work within the time specified in paragraph 3. ! tbr completion and readiness for final payment or any proper extension thereof granted by OWNER. CONTRACTOR shall pay OWNER dollars ($ ) for each day that expires after the time specified in paragraph 3. I for completion and readiness for final payment. [~Ttere~failure to reach a Milestone on time is of such consequence to OWNER that the assessment of liquidated damages is to be provided, appropriate amendine or supplementing language should be inserted here.] (Strike att3' of the above paragraphs that are inappficable) SF-2 .-~'tide 4. CONTRACT PRICE. OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to paragraphs 4.1 and 4.2 below: 4.1 for all Work other than Unit Price Work. a Lump Sum of: (use words) figures All specific cash allowances are included in the above price and have been computed in accordance with paragraph 11.8 of the General Conditions: plus 4.2 for all Unit Price Work. an amount equal to the sum of the established unit price tbr each separately identified item of Unit Price Work times the estWaated quantity of that item as indicated in this paragra~ ph 4.2: UNIT PRICE WORK ESTIMATED UNIT TOTAL NO. ITEM UNIT QUANTITY PRICE ESTIMATED TOTAL OF ALL UNIT PRICES ~US¢ wordsI S {dollarsl As provided in paragra_ ph 11.9 of the General Conditions estimated quantities are not guaranteed, and deterrrUnations of actual quantities and classification are to be made by ENGINEER as provided in para~m~aph 9.10 of the General Conditions. Unit prices have been computed as provided in para~m'aph II.9.2 of the General Conditions. lin st~eciat circumstances, the Bid may be attached to avoid extensive retvpin,,,. See para°.raoh /3./0 below. Any exhibits attaci~ed should bc listed itt Article 8.] ill adiustment prices for variations .t)'om stiptdated Base Bid quantities have been ad. reed to. insert appropriate provisions. See Suegested Bid Form Para.~,raph 4 and Comment 1.] S~'-3 .article 5. PAYMENT PROCEDURES. CONTRACTOR shall submit Applications 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: Retaina~e. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR's Applications for Payment as recommended by ENGINEER. on or about the day of each month during construction as provided in paragraphs 5. I. l. and 5.1.2. below. All such payments will be measured by the schedule of values established in paragraph 2.9 of the General Conditions (and in the case of Unit Price Work based on the number of units completed) or. in the event there is no schedule of values, as provided in the General Requirements. 5.1.1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below, but. in each case, less the aggregate of payments previously made and less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with paragraph 14.7 of the General Conditions. % of Work completed (with the balance being retainageL If Work has been 50% completed as determined by ENGINEER. and if the character and progress of the Work have been satisfactory to OWNER and ENGINEER, OWNER, on recommendation of ENGINEER. may determine that as long as the character and progress of the Work remain satisfactory to them. there will be no additional retainage on account of Work completed, in which case the remaining progress payments prior to SubstanUal Completion will be in an amount equal to 100% of the Work completed. 3 (with the balance being retainage~ of materials and equipment not incorporated in the Work (but deiivered, suitably stored and accompanied by documentation satisfactory to OWNER as provided in paragraph 14.2 of the General Conditions~. 5.1.2. Upon Substantial Completion. in an amount sufficient to increase total payments to CONTRAC- TOR to % of the Contract Price (with the balance being retainageL less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with paragraph 14.7 of the General Conditions. 5.2. Final Payment. Upon final completion and acceptance 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 ENGINEER as provided in said paragraph 14.13. SF-4 .-~-tide 6. I~TERF_,ST. All moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest at the maximum rate allowed by law at the place of the prOject. Article 7. CONTRACTOR'S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: 7.1. CONTRACTOR has examined and carefully studied the Contract Documents lincluding the Addenda listed in paragraph 8) and the other related data identified in the Bidding Documents including "technical data." -.2. CONTILa, CTOR has visited the site and become familiar with and is satisfied as to the general, local and site conditions that may affect cost. progress, pen0rmance or furnishing of the Work. 7.3. CONTRACTOR is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost. progress, pertbrmance and furnishing of the Work. -.4. CONTRACTOR has carefully studied all repons of explorations and tests of subsurface conditions at or conti~uous to the site and all dra~,ings of physical conditions in or relating to existing surface or subsurtace struc~-ures at or contiguous to the site ~except Underground Faciimes} which have been identified in the Supplementarv Conditions as provided in paragraph 4.2.1 of the General Conditions. CONTRA. CTOR accepts the de'termination set tbnh in paragraph SC-4.2 of the Supplementary_ Conditions of the extent of the "technical data" contained in such repons and drax~ings upon which CONTRACTOR is entitled to rely as provided in paragraph 4.2 of the General Conditions. CONTRACTOR acknowledges that such repons and drawines are not Contract Documents and may not be complete for CONTIL, kCTOR's pumoses. CONTRAC- TOR a~knowledges that OWNER and ENGINEER do not assume responsibility for the accuracy or completeness of information and data shown or indicated in the Contract Documents ~ith respect to Underground Facilities at or contiguous to the site. CONTRACTOR has obtained and carefully studied lot assumes resr>onsibilitv for having done so~ all such additional supplementary examinations. ~nvestigations. explorations', tests, studies and data concerning conditions t sufface, subsurface and Underground Facilities~ at or contieuous to the site or otherwise which may affect cost. progress, pertbrmance or furnishing pt' the Work or ~,hich relate to any aspect of the means, methods, techniques, sequences aha procedures of construction to be employed bv CONTRACTOR and safety precautions and programs incident thereto. CONTRACTOR does not consider that any additional examinations, investigations, expiorations, tests. studies or data are necessary_ for the performance and furnishing of the Work at the Contract Price. within the Contract Times and in accordance with the other terms and conditions of the Contract Documents. -.5. CONTIL4.CTOR is aware of the general nature of work to be performed by OWNER and others at the site that relates to the Work as indicated in the Contract Documents. 7.6. CONTIL~.CTOR has correlated the information known to CONTRACTOR. intbrmation and observa- tions obtained from visits to the site. reports and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. -.7. CONTtL-~CTOR has given ENGINEER written notice of all conflicts, errors, ambiguities or discrepan- cies that CONTRACTOR has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. SF-5 Article 8. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between concerning the Work consist of the following: 8.1. This Agreement (pages I to_ inclusive). 8.2. Exhibits to this Agreement (pages __ to __, inclusive). 8.3. Performance, Payment. and other Bonds. identified as exhibits__ and consisting of__ pages. 8.4. Notice to Proceed. 8.~. General Conditions (pages __ to . inclusivel. 8.6. Supplementary Conditions (pages __ to ~, inclusive~. 8.7. Specifications bearing the title and consisting of ~ divisions and __ pages, as listed in table of contents thereof. 8.8. Drawings consisting of a cover sheet and sheets numbered __ through __. inclusive with each sheet bearing the tbllowing general title: [Fill itt, attd. ifa set of Drawings is not attached to each signed counterpart of Agreement, so indicate in ,~'itich case OWNER and CONTRACTOR should initial or othe~vise appropriately identiJ3' each Drawing.] 8.9. Addenda numbers to __. inclusive. [Those Addenda which pertain exclusively to the bidding process need not be listed.] 8.10. CONTRACTOR's Bid (pages __ to .__. inclusive} marked exhibit [Attach actual Bid only itt special circumstances.] 8.11. Documentation submitted by CONTRACTOR prior to Notice of Award Ipages __ to inclusiven 8.12. The following which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Wrtten Amendments and other documents amending, modifying or supplementing the Contract Documents pursuant to paragraphs 3.5 and 3.6 of the General Conditions. The documents listed in paragraphs 8.2 et seq. above are attached to this Agreement lexcept as expressly noted otherwise aoove t. There are no Contract Documents other than those listed above in this Article 13. The Contract Documents may only be amended, modified or supplemented as provided in paragraphs 3.5 and 3.6 of the General Conditions. OWNER and CONTRACTOR SF-6 Article 9. MISCELLANEOUS. 9. I. Terms used in this Agreement which are defined in Article I of the General Conditions will have the meanings indicated in the General Conditions. 9.2. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound: and. specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without ~uch consent ~except to the extent that the effect of this restriction may be limited by lawL and unless ~pecifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.3. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representa- t. ives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contmned in the Contract Documents. ~.4. Anv provision or part of the Contract Documents held to be void or unen/brceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR. who agree that the Contract Documents shall be retbrmed to replace such ,tncken provision or part thereof with a valid and entbrceable provision that comes as close as possible to expressing the ~ntention of the stricken provision. '~.5 OTHER PROVISIONS. /lasert other provisions here it'appiicabte.] SF-7 IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One counterpart each has been delivered to OWNER. CONTRACTOR and ENGINEER. All portions of the Contract Documents have been signed, initialed or identified by OWNER and CONTRACTOR or identified by ENGINEER on their behalf. This Agreement will be effective on Effective Date of the Agreement}. 19__ (which is the OWNER By: [CORPORATE SEAL] .Attest Address for giving notices CONTRACTOR By: [CORPORATE SEAL] ,Attest Address for giving notices Ilf OWNER is a public body. attach evidence of :mthoritv to sign and resolution or other documents authorizing execut,on of Agreement. License No. Agent for service of process: Iff CONTRACTOR is a corporation, attach evidence of authority to signL SF-8 EXHIBIT B Construction Performance Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business): OWNER (Name and Address): CONSTRUCTION CONTRACT Date: Amount: Description (Name and Locationl: BOND Date (Not earlier than Construction Contract Date): Amount: Modifications to this Bond Form: CONTRACTOR AS PRINCIPAL Company: SURETY (Corp. Seal) Company: Signature: Signature: Name and Title: Name and Title: (Corp. Seal) CONTRACTOR AS PRINCIPAL Company: SURETY (Corp. Seal) Company: Signature: Signature: Name and Title: Name and Title: (Corp. Seal) EJCDC No. 1910-28A (1984 Edition) Prepared through the joint efforts of The Surety Association of America. Engineers' Joint Contract Documents Committee. The Associated General Contractors of America. and the American Institute of Architects. PB-1 1. The Contractor and the Surety,jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract. which is incorporated herein by reference. 2. If the Contractor performs the Construction Contract. the Surety and the Contractor shall have no obligation under this Bond, except to par- ticipate in conferences as provided in Subparagraph 3.1. 3. If there is no Owner Default, the Surety's obligation under this Bond shall arise after: 3.1. The Owner has notified the Contractor and the Surety at its address described in Paragraph 10 below, that the Owner is considering declaring a Contractor Default and has requested and attempted to arrange a conference with the Contractor and the Surety to be held not later than fifteen days after receipt of such notice to discuss methods of performing the Construction Contract. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Con- tract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default: and 3.2. The Owner has declared a Contractor Default and formally ter- minated the Contractor's right to complete the contract. Such Contractor Default shall not be declared earlier than twenty days after the Contractor and the Surety have received notice as pro- vided in Subparagraph 3.1: and 3.3. The Owner has agreed to pay the Balance of the Contract Price to the Surety in accordance with the terms of the Construction Contract or to a contractor selected to perform the Construction Contract in accordance with the terms of the contract with the Owner. 4. When the Owner has satisfied the conditions of Paragraph 3. the Surety shall promptly and at the Surety's expense take one of the following actions: 4.1. Arrange forthe Contractor. with consent of the Owner. lO perform and complete the Construction Contract: or 4.2. Undertake to perform and complete the Construction Contract itself, through its agents or through independent contractors: or 4.3. Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and com- pletion of the Constructicm Contract. arrange for a contract to be prepared for execution by the Owner and the contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract. and pay to the Owner the amount of damages as described in Paragraph 6 in excess of the Balance of the Contract Price incurred by the Owner resulting from the Contractor's default: or 4.4. Waive its right to perform and complete, arrange for completion. or obtain a new contractor and with reasonable promptness under the circumstances: I. After investigation, determine the amounl for which it may be liable to the Owner and. as soon as practicable after the amount is determined, tender payment therefor to the Owner: or 2. Deny liability in whole or in part and notify the Owner citing reasons therefor. 5. if the Surety does not proceed as provided in Paragraph 4 with reason- able promptness, the Surety shall be deemed to be in default on this Bond fifteen days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any re .reedy available to the Owner. If lhe Surety proceeds as provided in Subparagraph 4.4. and the Owner refuses the payment tendered or the Surety has denied liability. in whole or in part. without further notice the Owner shall be entitled to enforce any remedy available to the Owner. 6. After the Owner has terminated the Contractor's right to complete the Construction Contract, and if the Surety elects to act under Subparagraph 4.1.4.2. or4.3 above, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract. and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. To the limit of the amount of this Bond, but subject to commitment by the Owner of the Balance of the Contract Price to mitigation of costs and damages on the Construction Contract, the Surety is obligated without duplication for: 6.1. The responsibilities of the Contractor for correction of defective work and completion of the Construction Contract: 6.2. Additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Paragraph 4: and 6.3. Liquidated damages, or if no liquidated damages are specified in the Construction Contract. actual damages caused by delayed performance or non-performance of the Contractor. 7. The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract. and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors. administrators, or successors. 8. The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. 9. Any proceeding, legal or equitable, under this Bond ma.,,' be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after Contractor Default or within two years after the Contractor ceased work- ing or within two years after the Surety refuses or fails to perform its obligauons under this Bond. whichever occurs first. If the provisions of this Paragraph are void or prohibited by law. the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. 10. Notice to the Surety. the Owner or the Contractor shall be mailed or delivered to the address shown on the signature page. 11. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions con- forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 12. Definitions. 12. I. Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made. including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for dam- ages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. 12.2. Construction Contract: The agreement between the Owner and the Contractor identified on the signature page. including all Contract Documents and changes thereto. 12.3. Contractor Default: Failure of the Contractor. which has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Construction Contract. 12.4. Owner Default: Failure of the Owner. which has neither been remedied nor waived, to pay the Contractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (FOR INFORMATION ONLY--Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or other party): PB-2 EXHIBIT C Construction Payment Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business): OWNER (Name and Address): CONSTRUCTION CONTRACT Date: Amount: Description IName and Location): BOND Date (Not earlier than Construction Contract Date): Amount: Modifications to this Bond Form: CONTRACTOR AS PRINCIPAL Company: SURETY (Corp. Seal) Company: Signature: Signature: Name and Title: Name and Title: (Corp. Seal) CONTRACTOR AS PRINCIPAL Company: SURETY (Corp. Seal) Company: Signature: Signature: Name and Title: Name and Title: (Corp. Seal) EJCDC No. 1910-28B (1984 Edition) Prepared through the joint efforts of the Surety Association of America. Engineers' Joint Contract Documents Committee. The Associated General Contractors of America. American Institute of Architects. American Subcontractors Association, and the Associated Specialty Contractors. PB-3 1. The Contractor and the Surety. jointly and severally, bind themselves. their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the perfor- mance of the Construction Contract, which is incorporated herein by reference. 2. With respect to the Owner. this obligation shall be null and void if the Contractor: 2. I. Promptly makes payment, directly or indirectly, for all sums due Claimants. and 2.2. Defends, indemnifies and holds harmless the Owner from all claims. demands, liens or suits by any person or entity who furnished labor, materials or equipment for use in the performance of the Construction Contract. provided the Owner has promptly notified the Contractor and the Surety tat the address described in Para- graph 12) of any claims, demands, liens or suits and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety, and provided there is no Owner Default. 3. With respect to Claimants. this obligation shall be null and void if the Contractor promptly makes payment, directly or indirectly, for all sums due. 4. The Surety shall have no obligation to Claimants under this Bond until: 4.1. Claimants who are employed by or have a direct contract with the Contractor have given notice to the Surety fat the address described in Paragraph 12) and sent a copy. or notice thereof, to the Owner. stating that a claim is being made under this Bond and. with substantial accuracy, the amount of the claim. 4.2. Claimants who do not have a direct contract with the Contractor: 1. Have furnished written notice to the Contractor and sent a copy, or notice thereof, to the Owner. within 90 days after having last performed labor or last furnished materials or equip- ment included in the claim stating, with substantial accuracy. the amount of the claim and the name of the party to whom the materials were furnished or supplied or for whom the labor was done or performed: and 2. Have either received a rejection in whole or in part from the Contractor. or not received within 30 days of furnishing the above notice any communication from the Contractor by which the Contractor has indicated the claim will be paid directly or indirectly: and 3. Not having been paid within the above 30 days. have sent a written notice to the Surety (at the address described in Para- graph 12) and sent a copy. or notice thereof, to the Owner. stating that a claim is being made under this Bond and enclosing a copy of the previous written notice furnished to the Con- tractor. 5. If a notice required by Paragraph 4 is given by the Owner to the Contractor or to the Surety. that is sufficient compliance. 6. When the Claimant has satisfied the conditions of Paragraph 4. the Surety shall promptly and at the Surety's expense take the following actions: 6.1. -Send an answer to the Claimant. with a copy to the Owner, within 45 days after receipt of the claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed. 6.2. Pay or arrange for payment of any undisputed amounts. 7. lhe Surety's total obligation shall not exceed the amount of this Bond. and the amount of this Bond shall be credited for any payments made in good faith by the Surety. 8. Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any Construction Performance Bond. By the Contractor furnishing and the Owner accepting this Bond. they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Con- tractor and the Surety under this Bond. subject to the Owner's priority to use the funds for the completion of the work. 9. The Surety shall not be liable to the Owner. Claimants or others for obligations of the Contractor that are unrelated to the Construction Con- tract. The Owner shall not be liable for payment of any costs or expenses of any Claimant under this Bond. and shall have under this Bond no obligations to make payments to. give notices on behalf of. or otherwise have obligations to Claimants under this Bond. I0. The Surety hereby waives notice of any change, including changes of time. to the Construction Contract or to related subcontracts, purchase orders and other obligations. I 1. No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the location in which the work or part of the work is located or after the expiration of one year from the date i1! on which the Claimant gave the notice required by Subparagraph 4.1 or Clause 4.2 liii), or 12! on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract. whichever of I I I or 12) first occurs. If the provisions of this Paragraph are void or prohibited by law. the minimum period of limitation available to sureties as a det'ense in the jurisdiction of the suit shall be applicable. 12. Notice to the Surety. the Owner or the Contractor shal! ~ mailed or delivered to the address shown on the signature page. Act~,~i receipt of notice by Surety. the Owner or the Contractor. however accomplished. shall be sufficient compliance as of the date received at the address shown on the signature page. 13. When this Bond has been furnished to comply' with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting ~ith said statutory' or legal requirement shall be deemed deleted herefrom and provisions con- forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is. that this Bond shall be construed as a statutory bond and not as a common law bond. 14. Upon request by any person or entity appearing to be a potential beneficiary of this Bond. the Contractor shall promptly furnish a copy of this Bond or shall permit a copy to be made. 15. DEFINITIONS 15. I. Claimant: An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Contract. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat. oil. gasoline, telephone service or rental equipment used in the Construction Contract. architec- tural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. 15.2. Construction Contract: The agreement between the Owner and the Contractor identified on the signature page, including all Contract Documents and changes thereto. 15.3. Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay the Contractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (FOR INFORMATION ONLY--Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or other party): PB-4 This document has important legal consequences: consultation with an attorney is encouraged with respect to its completion or modification. STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Prepared by Engineers Joint Contract Documents Committee and Issued and Published Jointly By PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN CONSULTING ENGINEERS COUNCIL AMERICAN SOCIETY OF CIVIL ENGINEERS CONSTRUCTION SPECIFICATIONS INSTITUTE This document has been approved and endorsed by The Associated General Contractors of America 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 Engineering Services and Contract Documents (No. 1910-9~ ( 1986 Edition). For guidance in the preparation of Supplementary Conditions. see Guide to the Preparation of Supplementary Conditions (No. 1910-17) (1990 Edition). When bidding is involved, the Standard Form of Instructions to Bidders (No. 1910-12) (1990 Edition) may be used. EJCDC No. 1910-8 f1990 Edition) © 1990 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Consulting Engineers Council 1015 15th Street, N.W., Washington, DC 20005 American Society of Civil Engineers 345 East 47th Street, New York, NY 10017 Construction Specifications Institute 601 Madison St., Alexandria, VA 22314 TABLE OF CONTENTS OF GENERAL CONDITIONS Article or Paragraph Page Number & Title Number i. DEFINITIONS ................................... 13 I. I Addenda 1.2 Agreement ........................... 13 1.3 Application for Payment .............. 13 1.4 Asbestos ............................. 13 1.5 Bid !.6 Bidding Documents ................... 13 1.7 Bidding Requirements ................ 13 1.8 Bonds ................................ 13 1.9 Change Order 13 I. l0 Contract Documents .................. 13 1.11 Contract Price ........................ 13 I. 12 Contract Times ....................... 13 I. 13 CONTRACTOR ...................... 13 I. 14 defective ............................. 13 I. 15 Drawings ............................. 13 I. 16 Effective Date of the Agreement ...... 13 1.17 ENGINEER .......................... 13 1.18 ENGINEER's Consultant ............. 13 I. 19 Field Order ........................... 13 1.20 General Requirements ................ 14 1.21 Hazardous Waste ..................... 14 1.22 Laws and Regulations: Laws or Regulations ........................ 14 1.23 Liens ................................. 14 1.24 Milestone ............................. 14 1.25 Notice of Award ...................... !4 1.26 Notice to Proceed .................... 4 1.27 OWNER ~4 1.28 Partial Utilization ..................... 14 1.29 PCBs 1.30 Petroleum ............................ 14 1.31 Project ............................... 14 1.32 Radioactive Material .................. 14 1.33 Resident Project Representative ....... 14 1.34 Samples .............................. 14 1.35 Shop Drawings ....................... 14 1.36 Specifications ......................... 14 1.37 Subcontractor ........................ 14 1.38 Substantial Completion ............... 14 1.39 Supplementary Conditions ............ 14 1.40 Supplier .............................. 14 i.41 Underground Facilities ................ 14 1.42 Unit Price Work ...................... 14 !.43 Work 15 1.44 Work Change Directive ............... 15 1.45 Written Amendment .................. 15 2. PRELIMINARY MATFERS ...................... 15 2. l Delivery of Bonds .................... 15 2.2 Copies of Documents ................. 15 2.3 Commencement of Contract Times: Notice to Proceed .................. 2.4 Starting the Work ..................... 15 Article or Paragraph Page Number & Title Number 2.5-2.7 Before Starting Construction; CONTRACTOR's Responsibility to Report: Preliminary Schedules: Delivery of Certificates of Insurance .......................... 15 2.8 Preconstruction Conference ........... 15 2.9 Initially Acceptable Schedules ......... 16 3. CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE ............................ ~6 3. I-3.2 Intent ................................ 16 3.3 Reference to Standards and Specifications of Technical Societies: Reporting and Resolving Discrepancies ...................... 16 3.4 Intent of Certain Terms or Adjectives .. 17 3.5 Amending Contract Documents ....... 17 3.6 Supplementing Contract Documents ... 17 3.7 Reuse of Documents .................. 17 4. AVAILABILITY OF LANDS: SUBSURFACE AND PHYSICAL CONDITIONS: REFERENCE POINTS. 17 4. I Availability of Lands .................. 17 4.2 Subsurthce and Physical Conditions ... 17 4.2.1 Reports and Drawings ................ 17 4.2.2 Limited Reliance by CONTRACTOR Authorized: Technical Data ......... 18 4.2.3 Notice of Differing Subsurface or Physical Conditions ................. 18 4.2.4 ENGINEER's Review ................ 18 4.2.5 Possible Contract Documents Change . 18 4.2.6 Possible Price and Times Adjustments . 18 4.3 Physical Conditions--Underground Facilities ........................... 18 4.3.1 Shown or Indicated ................... 18 4.3.2 Not Shown or Indicated .............. 19 4.4 Reference Points ...................... 19 4.5 Asbestos. PCBs. Petroleum, Hazardous Waste or Radioactive Material ...... 19 BONDS AND INSURANCE ..................... 20 5.1-5.2 Performance, Payment and Other Bonds. 20 5.3 Licensed Sureties and Insurers; Certie -qtes of Insurance ............ 20 5.4 CON'[ 'TOWs Liability Insurance . 20 5.5 OWNEix s Liability Insurance ........ 21 5.6 Property Insurance ................... 2 I 5.7 Boiler and Machinery or Additional Property Insurance ................. 2 l Notice of Cancellation Provisions ..... 2 ! CONTRACTOR's Responsibility for Deductible Amounts ................ 22 Other Special Insurance ............... 22 Waiver of Rights ...................... 22 5.8 5.9 5.10 5.11 GC-1 Article or Paragraph Page Number & Title Number 5.12-5.13 Receipt and Application of Insurance 5.14 5.15 Proceeds ........................... 22 Acceptance of Bonds and Insurance; Option to Replace ................. 22 Partial Utilization---Property Insurance .......................... 23 Article or Paragraph Number & Title 8.6 8.7 8.8 6. CONTRACTOR'S RESPONSIBILITIES .......... 23 6. I-6.2 Supervision and Superintendence ...... 23 6.3-6.5 Labor, Materials and Equipment ...... 23 6.6 Progress Schedule .................... 23 6.7 Substitutes and "Or-Equal" Items; 9.1 CONTRACTOR's Expense: 9.2 Substitute Construction 9.3 Methods or Procedures: 9.4 ENGINEER's Evaluation .......... 23 9.5 6.8-6. I I Concerning Subcontractors, Suppliers 9.6 and Others; Waiver of Rights ....... 24 9.7-9.9 6.12 Patent Fees and Royalties ............. 25 6.13 Permits ............................... 25 9.10 6.14 Laws and Regulations ................ 25 9.1 I-9.12 6.15 Taxes ................................ 25 6.16 Use of Premises ...................... 26 6.17 Site Cleanliness ....................... 26 6.18 Safe Structural Loading ............... 26 6.19 Record Documents ................... 26 I0. 6.20 Safety and Protection ................. 26 6.21 Safety Representative ................. 26 6.22 Hazard Communication Programs ..... 27 6.23 Emergencies .......................... 27 6.24 Shop Drawings and Samples .......... 27 6.25 Submittal Procedures; CONTRACTOR's Review Prior to Shop Drawing or Sample Submittal . 27 I I. 6.26 Shop Drawing & Sample Submittals Review by ENGINEER ............ 27 6.27 Responsibility for Variation From Contract Documents ................ 27 6.28 Related Work Performed Prior to ENGINEER's Review and Approval I 1.7 of Required Submittals ............. 27 I 1.8 6.29 Continuing the Work .................. 28 11.9 6.30 CONTRACTOR's General Warranty and Guarantee ............ 28 12. CHANGE 6.3 I-6.33 Indemnification ....................... 28 12. I 6.34 Survival of Obligations ................ 28 '~ ~ 12.3 7. OTHER WORK .................................. 29 7.1-7.3 Related Work at Site .................. 29 12.4 7.4 Coordination 8. OWNER'S RESPONSIBILITIES ................. 29 8.1 Communications to Contractor ........ 29 8.2 Replacement of ENGINEER .......... 29 8.3 Furnish Data and Pay Promptly When Due ................................ 29 8.4 Lands and Easements: Reports and Tests ............................... 29 8.5 Insurance ............................. 29 Number Change Orders ....................... 29 Inspections, Tests and Approvals ...... 29 Stop or Suspend Work; Terminate CONTRACTOR's Services ......... 29 8.9 Limitations on OWNER's Responsibilities ..................... 30 8. l0 Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material ...... 30 8.11 Evidence of Financial Arrangements .. 30 9. ENGINEER'S STATUS DURING CONSTRUCTION ............................... 30 OWNER's Representative ............ 30 Visits to Site .......................... 30 Project Representative ................ 30 Clarifications and Interpretations ...... 30 Authorized Variations in Work ........ 30 Rejecting Defective Work ............. 30 Shop Drawings. Change Orders and Payments .......................... 3 I Determinations for Unit Prices ........ 31 Decisions on Disputes: ENGINEER as Initial Interpreter ................... 31 9.13 Limitations on ENGINEER's Authority and Responsibilities ...... 31 CHANGES IN THE WORK ..................... 32 10. I OWNER Ordered Change ............ 32 10.2 Claim for Adjustment ................. 32 10.3 Work Not Required by Contract Documents ......................... 32 Change Orders Notification of Surety ................. 32 10.4 10.5 CHANGE OF CONTRACT PRICE .............. 32 I 1.1-11.3 Contract Price: Claim for Adjustment; Value of the Work .................. 32 11.4 Cost of the Work ..................... 33 11.5 Exclusions to Cost of the Work ....... 34 11.6 CONTRACTOR's Fee ................ 34 Cost Records ......................... 34 Cash Allowances ..................... 35 Unit Price Work ...................... 35 OF CONTRACT TIMES .............. 35 Claim for Adjustment ................. 35 Time of the Essence .................. 35 Delays Beyond CONTRACTOR's Control ............................ 35 Delays Beyond OWNER's and CONTRACTOR's Control .......... 35 13. TESTS AND INSPECTIONS; CORRECTION. REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK .......................................... 36 13. I Notice of Defects ..................... 36 13.2 Access to the Work ................... 36 13.3 Tests and Inspections; Contractor's Cooperation ........................ 36 GC-2 Article or Paragraph Page Number & Title Number 13.4 OWNER's Responsibilities; 13.5 13.6-13.7 13.8-13.9 13.10 13.11 13.12 13.13 13.14 Independent Testing Laboratory .... 36 CONTRACTOR's Responsibilities ..... 36 CoveringWork Prior to Inspection. Testing or Approval ................ 36 Uncovering Work at ENGINEER's Request ............................ 36 OWNER May Stop the Work ......... 36 Correction or Removal of Defective Work ............................... 37 Correction Period ..................... Acceptance of Defective Work ........ 37 OWNER May Correct Defective Work ............................... 37 14. PAYMENTS TO CONTRACTOR AND COMPLETION ................................. 37 14.1 Schedule of Values .................... 37 14.2 Application for Progress Payment ..... 38 14.3 CONTRACTOR's Warranty of Title ... 38 14.4-14.7 Review of Applications for Progress Payments ................. 38 14.8-14.9 Substantial Completion ............... 39 14.10 Partial Utilization ..................... 39 14.11 Final Inspection ...................... 39 Article or Paragraph Page Number & Title Number 14.12 Final Application for Payment ......... 40 14.13-14.14 Final Payment and Acceptance ........ 40 14.15 Waiver of Claims ..................... 40 15. SUSPENSION OF WORK AND TERMINATION ................................ 40 15.1 OWNER May Suspend Work ......... 40 15.2-15.4 OWNER May Terminate .............. 40 15.5 CONTRACTOR May Stop Work or Terminate .......................... 41 16. DISPUTE RESOLUTION ....................... 41 17. MISCELLANEOUS ............................. 42 17.1 Giving Notice ........................ 42 17.2 Computation of Times ................ 42 17.3 Notice of Claim ....................... 42 17.4 Cumulative Remedies ................. 42 17.5 Professional Fees and Court Costs Included ........................... 42 EXHIBIT GC-A IOptionalt: Dispute Resolution Agreement (Optional} ..... GC-AI 16.1-16.6 Arbitration .................... GC-AI 16.7 Mediation ..................... GC-A2 INDEX TO GENERAL CONDITIONS Article or Paragraph Number Acceptance of-- Bonds and Insurance ................................ 5.14 defective Work ....................... 10.4.1. 13.13, 13.15 final payment ................................. 9.12, 14.15 insurance ........................................... 5.14 other Work, by CONTRACTOR ...................... 7.3 Substitutes and "Or-Equal" Items ..................6.7. I Work by OWNER ........................ 2.5, 6.30, 6.34 Access to the-- Lands, OWNER and CONTRACTOR responsibilities ..................................... 4. I site. related work .................................... 7.2 Work ................................... 13.2, 13.14, 14.9 Acts or Omissions--, Acts and Omissions-- CONTRACTOR ............................ 6.9.1, 9.13.3 ENGINEER ................................ 6.20, 9.13.3 OWNER ....................................... 6.20, 8.9 Addenda---definition of (also see definition of Specifications) ........... ( 1.6. I. 10, 6.19) 1.1 Additional Property Insurances ......................... 5.7 .Adjustments Contract Price or Contract Times ......... 1.5.3.5.4.1.4.3.2.4.5.2.4.5.3.9.4, 9.5. 10.2-10.4, II. 12, 14.8, 15.1 progress schedule .................................... 6.6 Agreement-- definition of .......................................... 1.2 All risk Insurance. policy form ........................ 5.6.2 Allowances, Cash ..................................... 11.8 Amending Contract Documents ......................... 3.5 Amendment, Written-- in general .... 1.10. 1.45, 3.5.5.10.5.12.6.6.2.6.8.2, 6.19, 10. l. 10.4. Il.2. 12.1, 13.12.2, 14.7.2 Appeal. OWNER or CONTRACTOR intent to ...................... 9.10.9.11. 10.4. 16.2, 16.5 Application for Payment-- definition of .......................................... 1.3 ENGINEER's Responsibility ......................... 9.9 final payment .................. 9.13.4.9.13.5.14.12-14.15 in general ....................... 2.8.2.9, 5.6.4.9.10, 15.5 progress payment .............................. 14.1, 14.7 review of ...................................... 14.4-14.7 Arbitration (Optional) ............................. 16. I- 16.6 Asbestos-- claims pursuant thereto ....................... 4.5.2.4.5.3 CONTRACTOR authorized to stop Work ........... 4.5.2 definition of .......................................... 1.4 OWNER responsibility for .................... 4.5. I, 8.10 possible price and times change ..................... 4.5.2 Authorized Variations in Work ........... 3.6, 6.25, 6.27, 9.5 Availability of Lands ...............................4.1, 8.4 Award. Notice of---defined ............................ 1.25 Before Starting Construction ........................2.5-2.8 Bid~efinition of ....................................1.5 (1.1, 1.10, 2.3, 3.3,4.2.6.4,6.13, 11.4.3. II.9.1) Article or Paragraph Number Bidding Documents~definition of ................ !.6 {6.8.2) Bidding Requirements~efinitions of ...... 1.7 (I. I, 4.2.6.2) Bonds-- acceptance of ....................................... 5.14 additional bonds ........................... 10.5, I 1.4.5.9 Cost of the Work .................................. I 1.5.4 definition of .......................................... 1.8 delivery of ......................................2. I, 5.1 final application for payment ................. 14.12-14.14 general ............... 1.10, 5.1-5.3, 5.13, 9.13,10.5, 14.7.6 performance. Payment and Other ................. 5. I-5.2 Bonds and Insurance--in general ......................... 5 Builder's risk "all risk" policy form ................... 5.6.2 Cancellation Provisions, Insurance ........ 5.4. ! 1., 5.8, 5.15 Cash Allowances ......................................I 1.8 Certificate of Substantial Completion ......... 1.38, 6.30.2.3, 14.8, 14.10 Certificates of Inspection ................ 9.13.4, 13.5, 14.12 Certificates of Insurance .. 2.7, 5.3, 5.4.11, 5.4.13, 5.6.5, 5.8, ....................................... 5.14, 9.13.4, 14.12 Change in Contract Price-- Cash Allowances ................................... I i.8 claim for price adjustment ..... 4.1, 4.2.6. 4.5, 5.15, 6.8.2, 9.4.9.5, 9. Il, 10.2. 10.5, Il.2, 13.9, 13.13, 13.14, 15.1, 15.5 CONTRACTOR's fee ............................... I 1.6 Cost of the Work general ...................................... I 1.4-11.7 Exclusions to ....................................... 11.5 Cost Records ....................................... I 1.7 in general .............. 1.19, 1.44, 9. Il. 10.4.2, 10.4.3, II Lump Sum Pricing ................................ I 1.3.2 Notification of Surety ............................... 10.5 Scope of ....................................... 10.3-I0.4 Testing and Inspection. Uncovering the Work ........ 13.9 Unit Price Work .................................... Il.9 Value of Work ...................................... 11.3 Change in Contract Times-- Claim for times adjustment .... 4.1, 4.2.6, 4.5, 5.15, 6.8.2, 9.4, 9.5.9.11, 10.2, 10.5, 12.1, 13.9, 13.13, 13.14, 14.7, 15.1, 15.5 Contractual time limits .............................. 12.2 Delays beyond CONTRACTOR's control ............ 12.3 Delays beyond OWNER's and CONTRACTOR's con- trol ............................................... 12.4 Notification of surety ............................... 10.5 Scope of change ............................... 10.3-10.4 Change Orders-- Acceptance of Defective Work ..................... 13.13 Amending Contract Documents ...................... 3.5 Cash Allowances ................................... 11.8 Change of Contract Price ............................. I I Change of Contract Times ............................ 12 Changes in the Work .................................. 10 CONTRACTOR's fee ............................... I !.6 Cost of the Work ............................... I 1.4-11.7 GC-4 Article or Paragraph Number Cost Records ....................................... I 1.7 definition of .......................................... 1.9 emergencies ........................................ 6.23 £NGINEER's responsibility ......... 9.8, 10.4, Il.2, 12.1 execution of ........................................ 10.4 Indemnification ..................... 6.12, 6.16, 6.31, 6.33 Insurance, Bonds and ................... 5.10, 5.13, 10.5 OWNER may terminate ........................ 15.2-15.4 OWNER's Responsibility ....................... 8.6, 10.4 Physical Conditions,-- Subsudace and ...................................... 4.2 Underground Facilities ........................... 4.3.2 Record Documents 6.19 Scope of Change ............................... 10.3-10.4 Substitutes ................................... 6.7.3, 6.8.2 Unit Price Work .................................... 11.9 value of Work, covered by .......................... I 1.3 Changes in the Work .................................... I0 Notification of surety ............................... 10.5 OWNER's and CONTRACTOR's responsibilities .... 10.4 Right to an adjustment ............................... 10.2 Scope of change ............................... 10.3-10.4 Claims--- %oainst CONTRACTOR ............................. 6.16 a~inst ENGINEER ................................ 6.32 a~inst OWNER .................................... 6.32 Change of Contract Price ....................... 9.4, Il.2 Change of Contract Times ...................... 9.4, ! 2. l CONTRACTOR's 4, 7. I, 9.4, 9.5, 9. I I, 10.2, 11.2, I 1.9, 12.1, 14.8, 15.1, 15.5, 17.3 CONTRACTOR's Fee .............................. 1 !.6 CONTRACTOR's liability ............ 5.4, 6.12, 6.16, 6.31 Cost of the Work .............................. I 1.4, I 1.5 Decisions on Disputes ......................... 9.1 l, 9.12 Dispute Resolution .................................. 16. i Dispute Resolution Agreement .................. 16.1-16.6 ENGIN£ER as initial interpretor .................... 9.1 l Lump Sum Pricing ................................ I 1.3.2 Notice of ........................................... 17.3 OWNER's ........... 9.4. 9.5, 9.1 I, 10.2, Il.2, 11.9, 12.1, 13.9, 13.13, 13.14, 17.3 OWNER's liability ................................... 5.5 OWNER may refuse to make payment .............. 14.7 Professional Fees and Court Costs Included .......... 17.5 request for formal decision on ....................... 9. I I Substitute items ..................................6.7. 1.2 Time Extension ..................................... 12. I Time requirements ............................ 9. i I, 12. ! Unit Price Work .................................. II .9.3 Value of ............................................ I 1.3 Waiver of--on Final Payment ................ 14.14, 14.15 Work Change Directive .............................10.2 written notice required ................... 9.1 I, I 1.2, 12. ! Clarifications and Interpretations ............ 3.6.3, 9.4, 9. I ! Clean Site ............................................ 6.17 Codes of Technical Society, Organization or Association ...................................... 3.3.3 Commencement of Contract Times ..................... 2.3 Communication~ Article or Paragraph Number general .................................... 6.2, 6.9.2, 8. I HaTard Communication Programs ................... 6.22 Completion-- Final Application for Payment ...................... 14.12 Final inspection ................................... 14. i ! Final Payment and Acceptance ............... 14.13-14.14 Partial Utilization .................................. 14.10 Substantial Completion ................... 1.38, 14.8-14.9 Waiver of Claims .................................. 14.15 Computation of Times ........................ 17.2. I- 17.2.2 Conceming Subcontractors, Suppliers and Others ............................ 6.8-6. I I Conferences-- initially acceptable schedules ......................... 2.9 preconstruction ...................................... 2.8 Conflict, Error, Ambiguity, Discrepancym CONTRACTOR to Report ..................... 2.5, 3.3.2 Construction, before starting by CONTRACTOR .... 2.5-2.7 Construction Machinery, Equipment, etc ................ 6.4 Continuing the Work ............................. 6.29, 10.4 Contract Documents~ Amending ........................................... 3.5 Bonds ............................................... 5. i Cash Allowances ................................... I 1.8 Change of Contract Price ............................. I I Change of Contract Times ............................ 12 Changes in the Work ........................... 10.4-10.5 check and verify ..................................... 2.5 Clarifications and Interpretations ....... 3.2, 3.6, 9.4, 9. I! definition of ........................................ 1.10 ENGINEER as initial interpreter of ................. 9. I I ENGINEER as OWNER's representative ............ 9. I general ................................................ 3 Insurance ............................................ 5.3 Intent ............................................ 3.1-3.4 minor variations in the Work ......................... 3.6 OWNER's responsibility to furnish data .............. 8.3 OWNER's responsibility to make prompt payment ....................... 8.3, 14.4, 14.13 precedence .................................... 3. I, 3.3.3 Record Documents ................................. 6.19 Reference to Standards and Specifications of Technical Societies .............................. 3.3 Related Work ........................................ 7.2 Reporting and Resolving Discrepancies ...........2.5, 3.3 Reuse of ............................................. 3.7 Supplementing ....................................... 3.6 Termination of ENGINEER's Employment ........... 8.2 Unit Price Work .................................... 11.9 variations ................................. 3.6, 6.23, 6.27 Visits to Site, ENGINEER's ......................... 9.2 Contract Price-- adjustment of ................ 3.5, 4.1, 9.4, 10.3, 11.2-11.3 Change of ............................................ I ! Decision on Disputes ............................... 9. i I definition of ........................................ I. 1 I Contract Times-- adjustment of ...................... 3.5, 4.1, 9.4, 10.3, 12 Change of ...................................... 12. I-12.4 GC-5 Article or Paragraph Number Commencement of ................................... 2.3 definition of ........................................ I. 12 CONTRACTOR-- Acceptance of Insurance ............................ 5.14 Limited Reliance on Technical Data Authorized ..... 4.2.2 Communications ............................... 6.2, 6.9.2 Continue Work ................................ 6.29, 10.4 coordination and scheduling ......................... 6.9.2 definition of ........................................ I. 13 May Stop Work or Terminate ....................... 15.5 provide site access to others .................... 7.2, 13.2 Safety and Protection ....... 4.3.1.2.6.16.6.18, 6.21-6.23. 7.2. 13.2 Shop Drawing and Sample Review Prior to Submittal. 6.25 Stop Work requirements ........................... 4.5.2 CONTRACTOR's-- Compensation .................................. 11. I-II.2 Continuing Obligation .............................. 14.15 Defective Work .......................... 9.6. 13.10-13.14 Duty to correct defective Work ..................... 13.1 I Duty to Report-- Changes in the Work caused by Emergency ....................................... 6.23 Defects in Work of Others ......................... 7.3 Differing conditions .............................. 4.2.3 Discrepancy in Documents ........... 2.5.3.3.2.6.14.2 Underground Facilities not indicated .............. 4.3.2 Emergencies ........................................ 6.23 Equipment and Machinery Rental. Cost of the Work ................................... 11.4.5.3 Fee~ost-Plus ..................... 11.4.5.6, 11.5.1, 11.6 General Warranty and Guarantee .................... 6.30 Hazard Communication Programs ................... 6.22 Indemnification ...................... 6.12.6.16.6.31-6.33 Inspection of the Work .........................7.3, 13.4, Labor. Materials and Equipment .................. 6.3-6.5 Laws and Regulations. Compliance by ............. 6.14. I Liability Insurance ................................... 5.4 Notice of Intent to Appeal .....................9.10, 10.4 obligation to pefforrn and complete the Work ........ 6.30 Patent Fees and Royalties. paid for by ............... 6.12 Performance and Other Bonds ........................ 5. I Permits. obtained and paid for by .................... 6.13 Progress Schedule ..... 2.6.2.8.2.9. 6.6, 6.29.10.4, 15.2.1 Request for formal decision on disputes ............. 9. I I Responsibilities-- Changes in the Work .............................. 10.1 Concerning Subcontractors, Suppliers and Others. 6.8- 6.11 Continuing the Work ........................ 6.29. 10.4 CONTRACTOR's expense ....................... 6.7. I CONTRACTOR's General Warranty and Guaran- tee ............................................... 6.30 CONTRACTOR's review prior to Shop Drawing or Sam- ple submittal ..................................... 6.25 Coordination of Work .............................. 6.9.2 Emergencies ..................................... 6.23 ENGINEER's evaluation, Substitutes or "Or-Equal" Items .......................... 6.7.3 Article or Paragraph Number For Acts and Omissions of Others ..... 6.9. !-6.9.2, 9.13 for deductible amounts, insurance .................. 5.9 general ................................. 6, 7.2, 7.3, 8.9 Hazardous Communication Programs ............. 6.22 Indemnification .............................. 6.31-6.33 Labor, Materials and Equipment ................ 6.3-6.5 Laws and Regulations ............................ 6.14 Liability Insurance ................................. 5.4 Notice of variation from Contract Documents ..... 6.27 Patent Fees and Royalties ......................... 6.12 Permits ........................................... 6.13 Progress Schedule ................................. 6.6 Record Documents ............................... 6.19 related Work perlbrmed prior to ENGINEER's approval of required submittals ................. 6.28 sate structural loading ............................ 6.18 Safety and Protection ................... 6.20, 7.2. 13.2 Safety Representative ............................. 6.21 Scheduling the Work ............................. 6.9.2 Shop Drawings and Samples ......................6.24 Shop Drawings and Samples Review by ENGINEER ................................ 6.26 Site Cleanliness ................................... 6.17 Submittal Procedures ............................. 6.25 Substitute Construction Methods and Procedures .................................... 6.7.2 Substitutes and "Or-Equal" Items ................ 6.7. I Superintendence ................................... 6.2 Supervision ........................................ 6.1 Survival of Obligations ............................ 6.34 Taxes ............................................ 6.15 Tests and Inspections ............................. 13.5 To Report ......................................... 2.5 Use of Premises .................... 6.16-6.18, 6.30.2.4 Review Prior to Shop Drawing or Sample Submittal .. 6.25 Right to adjustment for changes in the Work ......... 10.2 right to claim .. 4, 7.1.9.4, 9.5, 9.11, 10.2, 11.2, 11.9. 12.1, 13.9, 14.8, 15.1, 15.5, 17.3 Safety and Protection ................. 6.20-6.22, 7.2, 13.2 Safety Representative ............................... 6.21 Shop Drawings and Samples Submittals ......... 6.24-6.28 Special Consultants ............................... 11.4.4 Substitute Construction Methods and Procedures ..... 6.7 Substitutes and "Or-Equal'" Items, Expense .. 6.7.1.6.7.2 Subcontractors. Suppliers and Others ............ 6.8-6.1 I Supervision and Superintendence ........... 6. I, 6.2.6.21 Taxes, Payment by .................................. 6.15 Use of Premises ................................ 6.16-6.18 Warranties and guarantees ...................... 6.30. 6.5 Warranty of Title ................................... 14.3 Written Notice Required-- CONTRACTOR stop Work or terminate ........... 15.5 Reports of Differing Subsurface and Physical Condi- tions ............................................. 4.2.3 Substantial Completion ........................... 14.8 CONTRACTORS--other ................................. 7 Contractual Liability Insurance ...................... 5.4. l0 Contractual Time Limits .............................. 12.2 Coordination GC-6 Article or Paragraph Number CONTRACTOR's responsibility .................... 6.9.2 Copies of Documents ..................................2.2 Correction Period ....................................13.12 Correction. Removal or Acceptance of Defective Work in general ............................. 10.4.1. 13.10-13.14 Acceptance of Defective Work ..................... 13.13 Correction or Removal of Defective Work ..... 6.30. 13. II Correction Period .................................. 13.12 OWNER May Correct Defective Work ............. 13.14 OWNER May Stop Work .......................... 13.10 Costm of Tests and Inspections ............................. 13.4 Records ............................................ II .7 Cost of the Work-- Bonds and insurance, additional ................. I 1.4.5.9 Cash Discounts ................................... 11.4.2 CONTRACTOR's Fee .............................. I 1.6 Employee Expenses ............................. 11.4.5.1 Exclusions to ....................................... Il .5 General ........................................ 11.4-11.5 Home office and overhead expenses ................. II .5 Losses and damages ............................. Il .4.5.6 Materials and eqmpment .......................... 11.4.2 Minor expenses ................................. 11.4.5.8 Payroll costs on changes .......................... I 1.4.1 performed by Subcontractors ...................... 11.4.3 Records ............................................ 11.7 Rentals of construction equipment and machinery. I 1.4.5.3 Royalty payments, permits and license fees ...... I 1.4.5.5 Site pi'rice and temporary facilities ............... II .4.5.2 Special Consultants. CONTRACTOR's ............ 11.4.4 Supplemental ..................................... 11.4.5 Taxes related to the Work ....................... 11.4.5.4 Tests and Inspection ................................ 13.4 Trade Discounts .................................. 11.4.2 Utilities. fuel and sanitary facilities ............... 11.4.5.7 Work after regular hours .......................... I 1.4. I Covering Work ................................... 13.6-13.7 Cumulative Remedies ............................ 17.4-17.5 Cutting, fitting and patching ............................ 7.2 Data. to be furnished by OWNER ...................... 8.3 Day~efinition of ................................... 17.2.2 Decisions on Disputes ........................... 9.11,9.12 defective----~efinition of ................................1.14 defective Work-- Acceptance of .............................. 10.4. I. 13.13 Correction or Removal of ................... 10.4. I, 13.11 Correction Period .................................. 13.12 in general ................................. 13, 14.7. 14.11 Observation by ENGINEER ......................... 9.2 OWNER May Stop Work .......................... 13.10 Prompt Notice of Defects ........................... 13. I Rejecting ............................................ 9.6 Uncovering the Work ............................... 13.8 Definitions ...............................................I Delays ................................. 4.1, 6.29, 12.3-12.4 Delivery of Bonds ...................................... 2.1 Delivery of certificates of insurance ..................... 2.7 Article or Paragraph Number Determinations for Unit Prices ........................ 9. l0 Differing Subsurface or Physical Conditions Notice of .......................................... 4.2.3 ENGINEER's Review ............................. 4.2.4 Possible Contract Documents Change ............... 4.2.5 Possible Price and Times Adjustments .............. 4.2.6 Discrepancies-Reporting and Resolving .... 2.5, 3.3.2, 6.14.2 Dispute Resolution-- Agreement ..................................... 16.1-16.6 Arbitration ..................................... 16.1-16.5 general ............................................... 16 Mediation .......................................... 16.6 Dispute Resolution Agreement .................... 16.1-16,6 Disputes. Decisions by ENGINEER .............. 9.11-9.12 Documents-- Copies of ............................................ 2.2 Record ............................................. 6.19 Reuse of ............................................. 3.7 Drawings--definition of ............................... 1.15 Easements ............................................. 4. I Effective date of Agreement--definition of .............1.16 Emergencies .......................................... 6.23 ENGINEER-- as initial interpreter on disputes ................. 9.11-9.12 definition of ........................................ 1.17 Limitations on authority and responsibilities ................................. 9.13 Replacement of ...................................... 8.2 Resident Project Representative ...................... 9.3 ENGINEER's Consultant---definition of ............... I. 18 ENGINEER's-- authority and responsibility, limitations on ...........9.13 Authorized Variations in the Work .................... 9.5 Change Orders, responsibility for .......... 9.7, 10. l I, 12 Clarifications and Interpretations ............... 3.6.3, 9.4 Decisions on Disputes .......................... 9. I I-9.12 defective Work, notice of ........................... 13.1 Evaluation of Substitute Items ...................... 6.7.3 Liability ....................................... 6.32, 9.12 Notice Work is Acceptable ......................... 14.13 Observations ................................. 6.30.2, 9.2 OWNER's Representative ........................... 9.1 Payments to the CONTRACTOR, Responsibility for .............................. 9.9, 14 Recommendation of Payment ................. 14.4, 14.13 Responsibilities-- Limitations on ............................... 9. ! I-9.13 Review of Repons on Differing Subsurface and Physical Conditions .......................... 4.2.4 Shop Drawings and Samples, review responsibility ..................................... 6.26 Status During Construction-- authorized variations in the Work .................. 9.5 Clarifications and Interpretations ................... 9.4 Decisions on Disputes ........................ 9.1 I-9.12 Determinations on Unit Price ..................... 9. l0 ENGINEER as Initial interpreter ............. 9. I I-9.12 ENGINEER's Responsibilities ................ 9. I-9.12 GC-7 Article or Paragraph Number Li~ ,rations on ENGINEER's Authority and Responsibilities ................................... 9.13 OWNER's Representative ......................... 9. I Project Representative ............................. 9.3 Rejecting Defective Work .......................... 9.6 Shop Drawings, Change Orders and Payments .................................... 9.7-9.9 Visits to Site ...................................... 9.2 Unit Price Determinations ........................... 9.10 Visits to Site ......................................... 9.2 Written consent required ......................... 7.2, 9. I Equipment, Labor, Materials and ................... 6.3-6.5 Equipment rental, Cost of the Work ................ 11.4.5.3 Equivalent Materials and Equipment .................... 6.7 Errors or omissions ................................... 6.33 Evidence of Financial Arrangements ................... 8.1 I Explorations of physical conditions ................... 4.2. I Fee, CONTRACTOR's--Costs-Plus ................... 11.6 Field Order-- definition of ........................................ I. 19 issued by ENGINEER ......................... 3.6.1, 9.5 Final Application for Payment ........................ 14.12 Final Inspection ...................................... 14.11 Final Payment-- and Acceptance .............................. 14.13-14.14 Prior to. for cash allowances ........................ 11.8 General Provisions ............................... 17.3-17.4 General Requirements-- defintion of ......................................... 1.20 principal references to .............. 2.6, 6.4.6.6-6.7, 6.24 Giving Notice ......................................... 17. I Guarantee of Work--by CONTRACTOR .............................. 6.30, 14.12 Hazard Communication Programs ..................... 6.22 Ha?ardous Waste-- definition of ........................................ 1.21 general .............................................. 4.5 OWNER's responsibility for ........................ 8.10 Indemnification ........................ 6.12, 6.16, 6.31-6.33 Initially Acceptable Schedules .......................... 2.9 Inspection-- Certificates of ......................... 9.13.4, 13.5, 14.12 Final .............................................. 14. I I Special. required by ENGINEER ....................9.6 Tests and Approval ........................ 8.7, 13.3-13.4 Insurance-- Acceptance of, by OWNER ......................... 5.14 Additional, required by changes in the Work ................................. 11.4.5.9 Before starting the Work ............................. 2.7 Bonds and--in general ................................. 5 Cancellation Provisions .............................. 5.8 Certificates of .. 2.7, 5, 5.3, 5.4.11, 5.4.13, 5.6.5, 5.8, 5.14. 9.13.4, 14.12 completed operations .............................. 5.4.13 CONTRACTOR's Liability ........................... 5.4 CONTRACTOR's objection to coverage ............. 5.14 Contractual Liability .............................. 5.4.10 Article or Paragraph Number deductible amounts, CONTRACTOR's responsibility .................................... 5.9 Final Application for Payment ...................... 14.12 Licensed Insurers .................................... 5.3 Notice requirements, material changes .................................. 5.8, 10.50 Option to Replace .................................. 5.14 other special insurances ............................. 5.10 OWNER as fiduciary for insureds .............. 5.12-5.13 OWNER's Liability .................................. 5.5 OWNER's Responsibility ............................ 8.5 Partial Utilization. Proper~y Insurance ............... 5.15 Property ........................................ 5.6-5. l0 Receipt and Application of Insurance Proceeds .. 5.12-5.13 Special Insurance ................................... 5.10 Waiver of Rights .................................... 5. I I Intent or' Contract Documents ....................... 3. I-3.4 Interpretations and Clarifications ................. 3.6.3, 9.4 ~vestigations of physical conditions .................... 4.2 Labor, Materials and Equipment .................... 6.3-6.5 Lands-- and Easements ...................................... 8.4 Availability of ................................... 4.1, 8.4 Reports & Tests ..................................... 8.4 Laws and Regulations--Laws or Regulations-- Bonds ........................................... 5. I-5.2 Changes in the Work ................................ 10.4 Contract Documents ................................. 3. I CONTRACTOR's Responsibilities ................... 6.14 Correction Period, defective Work .................. 13.12 Cost of the Work. taxes ......................... 11.4.5.4 definition of ........................................ 1.22 general ............................................. 6.14 Indemnification ................................ 6.3 I-6.33 Insurance ............................................ 5.3 Precedence .................................... 3. I. 3.3.3 Reference to ....................................... 3.3.1 Safety and Protection .......................... 6.20, 13.2 Subcontractors, Suppliers and Others ............ 6.8.6.11 Tests and Inspections ............................... 13.5 Use of Premises .................................... 6.16 Visits to Site ......................................... 9.2 Liability Insurance-- CONTRACTOR's .................................... 5.4 OWNER's ........................................... 5.5 Licensed Sureties and Insurers ......................... 5.3 Liens-- Application for Progress Payment ................... 14.2 Contractor's Warranty of Title ....................... 14.3 Final Application for Payment ...................... 14.12 definition of ........................................ 1.23 Waiver of Claims .................................. 14.15 Limitations on ENGINEER's authority and responsibilities ..................................... 9.13 Limited Reliance by CONTRACTOR Authorized ...... 4.2.2 Maintenance and Operating Manuals-- Final Application Ibr Payment ...................... 14.12 Manuals Iof othersl-- Precedence ....................................... 3.3.3. I GC-8 Article or Parac, raph Number Reference to in Contract Documents ................ 3.3. I Materials and equipment-- furnished by CONTRACTOR ........................ 6.3 not incorporated in Work ............................ 14.2 Materials or equipment---equivalent ..................... 6.7 Mediation ~Optionall .................................. 16.7 Milestones--definition of .............................. 1.24 Miscellaneous-- Computation of Times .............................. 17.2 Cumulative Remedies ............................... 17.4 Giving Notice ....................................... 17.1 Notice of Claim ..................................... 17.3 Professional Fees and Court Costs Included .......... 17.5 Multi-prime contracts .................................... 7 Not Sho~n or Indicated .............................. 4.3.2 Notice Acceptability of Project ............................ 14.13 :\v. ard. definition of ................................. 1.25 Claim .............................................. 17.3 Defects ............................................. Dif[enng Subsurface or Physical Conditions .......... 4.2.3 Gi,. ing .............................................. 17. Tests ,md Inspections ............................... 13.3 ~hriation. Shop Drawing and Sample ................ 6.27 Notice ~o Proceed-- definition of . ....................................... 1.26 giving of ............................................. 2.3 NotificaUon ~o Surety ................................. 10.5 Observations. by ENGINEER .................... 6.30, 9.2 Occupanc.x pt' the Work ................ 5.15, 6.30.2.4, 14. l0 Omissions or acts by CONTRACTOR ............. 6.9.9.13 -O0en peril" policy form, Insurance ................... 5.6.2 Option to Reptace ..................................... 5. "Or Equal" Items ...................................... 6.7 Other ~ ork .............................................. 7 Overtime Vv'ork--prohibition of ......................... 6.3 OWNER- ,Acceptance of detective Work ...................... 13.13 appoint an ENGINEER .............................. 8.2 as fiduciary . ................................... 5.1_.7.-5.13 Availability of Lands. responsibility ................... 4. I definition of ........................................ 1.27 data. furnish ......................................... 8.3 Max Correct Detective Work ....................... 13.14 5,la,. refuse to make payment ........................ 14.7 Ma5 Stop the Work ................................ 13.10 ma,', suspend work. terminate ....................... 8.8. 13.10. 15.1-15.4 ~vment, make prompt ................... 8.3. 14.4. 14.13 performance of other Work ........................... 7.1 permits and licenses, requirements .................. 6.13 purchased insurance requirements ............... 5.6-5. l0 OWNER's-- Acce?tance of the Work ......................... 6.30.2.5 Change Orders. obligation to execute .................................... 8.6. 10.4 Communications ..................................... 8. I Coordination of the Work ............................ 7.4 Disputes. request for decision ....................... 9. I I Article or Paragraph Number Inspections, tests and approvals ................. 8.7, 13.4 Liability Insurance ...................................5.5 Notice of Defects ................................... 13. I Representative--During Construction, ENGINEER's Status ............................ 9. l Responsibilities-- Asbestos, PCB's, Petroleum, Hazardous Waste on Radioactive Material .................. 8. l0 Change Orders .................................... 8.6 Changes in the Work .............................. 10.1 communications ................................... 8. I CONTRACTOR's responsibilities .................. 8.9 evidence of financial arrangements ................ 8. I I inspections, tests and approvals .................... 8.7 Insurance ......................................... 8.5 lands and easements ............................... 8.4 prompt payment by ................................ 8.3 replacement of ENGINEER ....................... 8.2 reports and tests ................................... 8.4 stop or suspend Work .................. 8.8, 13.10, 15.1 terminate CONTRACTOR's services .......... 8.8. 15.2 separate representative at site ........................ 9.3 independent testing ................................. 13.4 use or occupancy of the Work .................................... 5.15. 14.10 written consent or approval required ............................... 9. I. 6.3. 11.4 written notice required .......... 7.1, 9.4, 9.11, Il.2. I1.9, 14.7. 15.4 PCBs-- definition of ........................................ 1.29 general .............................................. 4.5 OWNER's responsibility for ........................ 8. l0 Partial Utilization-- definition of ........................................ 1.28 general ................................... 6.30.9.4. 14.10 Property Insurance ................................. 5.15 Patent Fees and Royalties ............................. 6.12 Payment Bonds ..................................... 5. I-5.2 Payments. Recommendation of ............. 14.4-14.7. 14.13 Payments to CONTRACTOR and Completion-- Application for Progress Payments .................. 14.2 CONTRACTOR's Warranty of Title ................. 14.3 Final Application for Payment ...................... 14.12 Final Inspection ................................... 14.1 I Final Payment and Acceptance ............... 14.13-14.14 general ........................................... 8.3, 14 Partial Utilization .................................. 14. l0 Retainage ........................................... 14.2 Review of Applications for Progress Payments .................................. 14.4-14.7 prompt payment ..................................... 8.3 Schedule of Values .................................. 14. I Substantial Completion ......................... 14.8-14.9 Waiver of Claims .................................. 14.15 when payments due .......................... 14.4, 14.13 withholding payment ................................ 14.7 Performance Bonds ................................. 5. I-5.2 Permits ............................................... 6.13 GC-9 Article or Paragraph Number Petroleum-- definition of ........................................ 1.30 general .............................................. 4.5 OWNER's responsibility for ........................ 8.10 Physical Conditions-- Drawings of. in or relating to ..................... 4.2. !.2 ENGINEER's review .............................. 4.2.4 existing structures .................................. 4.2.2 general ........................................... 4.2.1.2 Subsurthce and ....................................... 4.2 Underground Facilities ............................... 4.3 Possible Contract Documents Change ............... 4.2.5 Possible Price and Times Adjustments .............. 4.2.6 Reports and Drawings .............................. 4.2.1 Notice of Differing Subsurface or. .................. 4.2.3 Subsurface and ...................................... 4.2 Subsurface Conditions ............................ 4.2.1. I Technical Data, Limited Reliance by CONTRACTOR Authorized .................... 4.2.2 Underground Facilities-- general .......................................... 4.3 Not Shown or indicated ....................... 4.3.2 Protection of ............................... 4.3.6.20 Sho~n or Indicated ............................4.3.1 Technical Data ..................................... 4.2.2 Preconstruction Conference ............................2.8 Preliminary Matters ...................................... 2 Preliminary Schedules .................................. 2.6 Premises, Use of ................................. 6.16-6.18 Price, Change of Contract ............................... I 1 Price. Contract~efinition of ..........................I. I I Progress Payment. Applications for ....................14.2 Progress paymem--retainage .......................... 14.2 Progress schedule. CONTRACTOR's ..... _.2.6.2.8, 2.9, 6.6, 6.29. 10.4. 15.2.1 Project~efinition or' .................................. 1.3 I Project Representative-- ENGINEER's Status During Construction ............ 9.3 Project Representative. Resident --definition of ...................................... 1.33 prompt payment by OWNER ........................... 8.3 Property Insurance Additional ........................................... 5.7 general .......................................... 5.6-5.10 Partial Utilization ........................... 5.15. 14.10.2 receipt and application of proceeds .................................. 5.12-5.13 Protection. Safety and ....................... 6.20-6.21. 13.2 Punch list ............................................ 14. I I Radioactive Material-- definition ........................................... 1.32 general .............................................. 4.5 OWNER's responsibility lbr ........................ 8.10 Recommendation of Payment .............. 14.4. 14.5, 14.13 Record Documents ............................. 6.19, 14.12 Records. procedures for maintaining ....................2.8 Reference Points .......................................4.4 Reference to Standards and Specifications of Technical Societies ................................ 3.3 Article or Paragraph Number Regulations, Laws and (or) ............................ 6.14 Rejecting Defective Work ...............................9.6 Related Work-- at Site ........................................... 7. I-7.3 Performed prior to Shop Drawings and Samples submittals review .................. 6.28 Remedies, cumulative ............................ 17.4, 17.5 Removal or Correction of Defective Work .................................... 13.11 rental agreements, OWNER approval required ...................................... 11.4.5.3 replacement of ENGINEER. by OWNER .............. 8.2 Reporting and Resolving Discrepancies .... 2.5, 3.3.2, 6.14.2 Reports-- and Drawings ...................................... 4.2.1 and Tests. OWNER's responsibility .................. 8.4 Resident Project Representative-- definition of ........................................ 1.33 provision for ......................................... 9.3 Resident Superintendent. CONTRACTOR's ............. 6.2 Responsibilities-- CONTRACTOR's-in general ........................... 6 ENGINEER's-in general ............................... 9 Limitations on .................................... 9.13 OWNER's-in general .................................. 8 Retainage ............................................. 14.2 Reuse of Documents ................................... 3.7 Review by CONTRACTOR: Shop Drawings and Samples Prior to Submittal ...................... 6.25 Review of Applications for Progress Payments ...................................... 14.4-14.7 Right to an adjustment ................................ 10.2 Rights of Way ..........................................4. I Royalties. Patent Fees and .............................6.12 Safe Structural Loading ............................... 6.18 Safety-- and Protection ....... 4.3.2, 6.16, 6.18, 6.20-6.21, 7.2, 13.2 general ........................................ 6.20-6.23 Representative, CONTRACTOR's ................... 6.21 Samples-- definition of ........................................ 1.34 general ........................................ 6.24-6.28 Review by CONTRACTOR ......................... 6.25 Review by ENGINEER ....................... 6.26.6.27 related Work ........................................ 6.28 submittal of ....................................... 6.24.2 submittal procedures ................................ 6.25 Schedule of progress ..... 2.6, 2.8-2.9, 6.6, 6.29, 10.4, 15.2.1 Schedule of Shop Drawing and Sample Submittals ....................... 2.6, 2.8-2.9, 6.24-6.28 Schedule of Values ........................ 2.6, 2.8-2.9, 14.1 Schedules-- Adherence to .....................................15.2.1 Adjusting ............................................ 6.6 Change of Contract Times .......................... 10.4 Initially Acceptable ............................... 2.8-2.9 Preliminary .......................................... 2.6 Scope of Changes .............................. 10.3-10.4 Subsurface Conditions .............................. 4.2. I. 1 GC-IO Article or Paragraph Number Shop Drawings-- and Samples, general ........................... 6.24-6.28 Change Orders & Applications for Payments. and ............................... 9.7-9.9 definition of ........................................ 1.35 ENGINEER's approval of ......................... 3.6.2 ENGINEER's responsibility for review ............................... 9.7, 6.24-6.28 related Work ........................................ 6.28 review procedures ......................... 2.8, 6.24-6.28 submittal required ................................. 6.24. I Submittal Procedures ............................... 6.25 use to approve substitutions ........................ 6.7.3 Shown or Indicated ................................... 4.3.1 Site Access ....................................... 7.2, 13.2 Site Cleanliness ....................................... 0.17 Site, Visits bv ENGINEER ................................ 9.2. 13.2 by others ........................................... 13.2 "Special causes of loss" policy tbrm, insurance ....... 5.6.2 Specificanons-- definition of ........................................ 1.36 of Technical Societies. ret~rence to ................. 3.3.1 precedence ........................................ 3.3.3 Standards and Specifications of Technical Societies .......................................... 3.3 Starting Construction. 8etbre ....................... 2.5-2.8 Starting the Work ...................................... 2.4 Stop or Sus0end Work-- by CONTRACTOR ................................. 15.5 by OWNER ............................. 8.8, 13.10, 15.1 Storage of materials and equipment ................. 4. I. 7.2 Structural Loading, Safety ............................. 6.18 Subcontractor-- Concerning ...................................... 6.8-6.11 definition of ........................................1.37 delays .............................................. 12.3 waiver of rights .....................................6.1 Subcontractors--in general ........................ 6.8-6. I I Subcontracts--required provisions ........ 5. I I, 6.1 I, I 1.4.3 Submittals-- Applica0ons for Payment ........................... 14.2 Maintenance and Operation Manuals ............... 14.12 Procedures ......................................... 6.25 Progress Schedules .............................. 2.6, 2.9 Samples ....................................... 6.24-6.28 Schedule of Values ............................. 2.6. 14. I Schedule of Shop Drawings and Samples Submissions .................... 2.6, 2.8-2.9 Shop Drawings ................................. 6.24-6.28 Substantial Completion-- certification of ........................ 6.30.2.3, 14.8-14.9 definition of ........................................1.38 Substitute Construction Methods or Procedures ....... 6.7.2 Substitutes and "Or Equal" items ...................... 6.7 CONTRACTOR's Expense ....................... 6.7.1.3 ENGINEER's Evaluation .......................... 6.7.3 "Or-Equal" . ....................................... 6.7. I Substitute Construction Methods of Procedures ..... 6.7.2 Article or Paragraph Namber Substitute Items .................................. 6.7.1.2 Subsurface and Physical Conditions---- Drawings of. in or relating to ..................... 4.2.1.2 ENGINEER's Review ............................. 4.2.4 general .............................................. 4.2 Limited Reliance by CONTRACTOR Authorized .................................... 4.2.2 Notice of Differing Subsurface or Physical Conditions ................................ 4.2.3 Physical Conditions ................................. 4.2.1.2 Possible Contract Documents Change ................. 4.2.5 Possible Price and Times Adjustments ................ 4.2.6 Reports and Drawings ................................ 4.2. I Subsurface and ...................................... 4.2 Subsurface Conditions at the Site ................. 4.2.1.1 Technical Data ..................................... 4.2.2 Supervision-- CONTRACTOR's responsibility ...................... 6.1 OWNER shall not supervise ......................... 8.9 ENGINEER shall not supervise ............... 9.2, 9.13.2 Superintendence ....................................... 6.2 Superintendent. CONTRACTOR's resident ........... 6.2 Supplemental costs .................................. 11.4.5 Supplementary Conditions-- definition of ........................................ 1.39 principal reference to .... 1.10, 1.18.2.2, 2.7, 4.2.4.3, 5.1. 5.3.5.4, 5.6-5.9.5.11, 6.8, 6.13.7.4. 8.11, 9.3, 9.10 Supplementing Contract Documents .................... 3.6 Supplier-- definition of ........................................ 1.40 principal references to .................. 3.7, 6.5, 6.8-6.11. 6.20. 6.24.9.13. 14.12 Waiver of Rights .................................... 6. I I Surety-- consent to final payment ..................... 14.12, 14.14 ENGINEER has no duty to ......................... 9.13 Notification of ........................... 10.1, 10.5. 15.2 qualification of ................................... 5.1-5.3 Survival of Obligations ................................ 6.34 Suspend Work, OWNER May .................. 13. I0, 15. I Suspension of Work and Termination-- . ................. 15 CONTRACTOR May Stop Work or Terminate ........................................ 15.5 OWNER May Suspend Work ....................... 15.1 OWNER May lerminate ....................... 15.2-15.4 Taxes-Payment by CONTRACTOR .................... 6.15 Technical Data-- Limited Reliance by CONTRACTOR ............... 4.2.2 Possible Price and Times Adjustments .............. 4.2.6 Reports of Differing Subsurface and Physical Conditions .............................. 4.2.3 Temporary construction facilities ........................ 4. I Termination-- by CONTRACTOR ................................. 15.5 by OWNER ............................... 8.8. 15.1-15.4 of ENGINEER's employment ........................ 8.2 Suspension of Work-in general ........................ 15 Terms and Adjectives .................................. 3.4 Tests and Inspections-- GC-11 Article or Paragraph Nmnber Acc~ ~ to the Work, by others ...................... 13.2 CONTRACTOR's responsibilities .................... 13.5 cost of .............................................. 13.4 covering Work prior to ......................... 13.6-13.7 Laws and Regulations Iorl .......................... 13.5 Notice of Detects ................................... 13. I OWNER May Stop Work .......................... 13.10 OWNER's independent testing ...................... 13.4 special, required by ENGINEER ..................... 9.6 timely notice required ............................... 13.4 Unco~enng the Work, at ENGINEER's request .................................... 13.8-13.9 Times-- Adjusting ............................................ 6.6 Change of Contract ................................... 12 Adiusting ............................................ 6.6 Com~utation of ..................................... 17.2 Contract 'Fimes~efinition of ....................... 1.12 day . ............................................... 17.72 Milestones ........................................... 12 Requirements-- :ippeals .......................................... 16 ,:lanfications. claims and disputes ............................. 9.11. 11.2, 12 commencement of contract times ................... 2.3 preconstruction conference ....................... .8 schedules ................................. 2.6, 2. starting the Work .................................. 2.4 Title. ~,~,hrranty of ..................................... 14.3 Uncovering Work ................................ 13.8-13.9 Underground Facilities. Physical Conditions-- definition of ........................................ 1.41 Not Shown or Indicated ............................ 4.3.2 protection of ................................... 4.3, 6.20 Shown or Indicated ................................ 4.3. I Unit Price Work-- claims ............................................ II .9.3 definition of ........................................ 1.42 general .................................. 11.9, 14.1. 14.5 Unit Prices-- general ........................................... 11.3.1 Determination tbr ................................... 9.10 Use of Premises ........................ 6.16, 6.18.6.30.2.4 Utility o~ners ...................... 6.13, 6.20, 7.1-7.3. 13.2 Article or Paragraph Number Utilization, Partial ............... 1.28, 5.15, 6.30, 2.4, 14. I0 Value of the Work ..................................... 11.3 Values, Schedule of ....................... 2.6, 2,8-2.9, 14.1 Variations in Work--Minor Authorized ................................ 6.25, 6.27, 9.5 Visits of Site--by ENGINEER ......................... 9.2 Waiver of Claims-on Final Payment ........................................... 14.15 Waiver of Rights by insured parties ............... 5. I I, 6.1 I Warranty and Guarantee. General~by CONTRACTOR .................................... 6.30 Warranty of Title, CONTRACTOR's ................... 14.3 Work-- Access to ........................................... 13.2 by others ..............................................7 Changes in the ....................................... 10 Continuing the ...................................... 6.29 CONTRACTOR May Stop Work or Terminate ...................................15.5 Coordination of ...................................... 7.4 Cost of the ..................................... 11.4-11.5 definition of ........................................ 1.43 neglected by CONTRACTOR ...................... 13.14 other Work ............................................ 7 OWNER May Stop Work .......................... 13.10 OWNER May Suspend Work ................. 13.10, 15.1 Related. Work at Site ............................. 7. I-7.3 Starting the .......................................... 2.4 Stopping by CONTRACTOR ........................ 15.5 Stopping by OWNER .......................... 15.1-15.4 Variation and deviation authorized, minor ........................................... 3.6 Work Change Directive-- claims pursuant to .................................. 10.2 definition of ........................................ 1.44 principal references to .................... 3.5.3, 10.1-10.2 Written Amendment-- definition of ........................................ 1.45 principal references to ... 1.10, 3.5.5.10. 5.12.6.6.2, 6.8.2, 6.19. 10.1. 10.4, 11.2, t2.1, 13.12.2, 14.7.2 Written Clarifications and Interpretations ........................... 3.6.3.9.4.9.11 Written Notice Required-- by CONTRACTOR ........ 7.1, 9.10-9.11, 10.4, 11.2. 12.1 by OWNER .................... 9.10--9.11, 10.4. 11.2, 13.14 GC-12 GENERAL CONDITIONS ARTICLE I--DEFINITIONS Wherever used in these General Conditions or in the other Contract Documents the following terms have the meanings indicated which are applicable to both the singular and plural thereof: 1.1. Addenda--Written or graphic instruments issued prior to the opening of Bids which clarify, correct or change the Bidding Requirements or the Contract Documents. 1.2. ,4ereement--The written contract between OWNER and CONTRACTOR covering the Work to be pertbrmed: other Contract Documents are attached to the Agreement and made a part thereof as provided therein. 1.3. Appticationfi~r Payment--The lbrm accepted by EN- GINEER which is to be used by CONTRACTOR in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 1.4. Asbestos--Any material that contains more than one percent asbestos and is triable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 1.5. Bid--The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 1.6. Bidding Documents--The advertisement or invitation to Bid, instructions to bidders, the Bid form, and the proposed Contract Documents tincluding all Addenda issued prior to receipt of Bids1. 1.7. Bidding Requirements--The advertisement or invita- tion to Bid, instructions to bidders, and the Bid form. 1.8. Bonds--Performance and Payment bonds and other instruments of security. 1.9. Change Order--A document recommended by ENGI- NEER. which is signed by CONTRACTOR and OWNER and authorizes an addition, deletion or revision in the Work. or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 1.10. Contract Documents--The Agreement, Addenda (which pertain to the Contract Documents~, CONTRACTOR's Bid (including documentation accompanying the Bid and any post Bid documentation submitted prior to the Notice of Awardl when attached as an exhibit to the Agreement. the Notice to Proceed, the Bonds, these General Conditions. the Supplementary Conditions. the Specifications and the Draw- ings as the same are more specifically identified in the Agree- ment, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders and ENGINEER's written interpretations and clarifications issued pursuant to paragraphs 3.5, 3.6. !, 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 referred to in paragraphs 4.2.1. I and 4.2.2.2 are not Contract Documents. 1. I 1. Contract Price--The moneys payable by OWNER to CONTRACTOR for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of paragraph Il.9.1 in the case of Unit Price Work). 1.12. Contract Times--The numbers of days or the dates stated in the Agreement: (i) to achieve Substantial Completion. and (ii) to complete the Work so that it is ready for final payment as evidenced by ENGINEER's written recommenda- tion of final payment in accordance with paragraph 14.13. I. 13. CONTRACTOR--The person, firm or corporation with whom OWNER has entered into the Agreement. 1.14. defective--An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or deficient, in that it does not conform to the Contract Docu- ments, or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract Documents, or has been damaged prior to ENGI- N EER's recommendation of final payment lunless responsi- bility for the protection thereof has been assumed by OWNER at Substantial Completion in accordance with paragraph 14.8 or 14.10). 1.15. Drawines--The drawings which show the scope, extent and character of the Work to be furnished and per- Ibrmed by CONTRACTOR and which have been prepared or approved by ENGINEER and are referred to in the Contract Documents. Shop drawings are not Drawings as so defined. 1.16. Effective Date of the Agreement--The date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. I. 17. ENGINEER--The person, firm or corporation named as such in the Agreement. I. 18. ENGINEER's Consultant--A person, firm or corpo- ration having a contract with ENGINEER to furnish services as ENGINEER's independent professional associate or con- sultant with respect to the Project and who is identified as such in the Supplementary Conditions. I. 19. Field Order--A written order issued by ENGINEER which orders minor changes in the Work in accordance with paragraph 9.5 but which does not involve a change in the Contract Price or the Contract Times. GC-13 1.20. General Requirements--Sections of Division I of the Specifications. 1.21. Hazardous Waste--The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act 142 USC Section 6903) as amended from time to time. 1.22. Laws and Regulations: Laws or Regulations--Any and all applicable laws. rules, regulations, ordinances, codes and orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction. 1.23. Liens--Liens. charges, security interests or encum- brances upon real property or personal property. 1.24. Milestone--A principal event specified in the Con- tract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work. 1.25. Notice of Award--The written notice by OWNER to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, OWNER will sign and deliver the Agreement. 1.26. .VoticetoProceed--A wdttennoticegivenbyOWNER to CONTRACTOR (with a copy to ENGINEER) fixing the date on which the Contract Times will commence to run and on which CONTRACTOR shall start to perform CONTRAC- TOWs obligations under the Contract Documents. 1.27. OWNER--The public body or authority, corpora- tion, association, firm or person with whom CONTRACTOR has entered into the Agreement and for whom the Work is to be provided. 1.28. Partial Utilization--Use by OWNER of a substan- tially completed part of the Work for the purpose for which it is intended lot a related purpose;, prior to Substantial Completion of all the Work. 1.29. PCBs--Polychlorinated biphenyls. 1.30. Petroleum--Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolutel, such as oil, petroleum, fuel oil. oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Wastes and crude oils. 1.3 I. Pro/ect--The total construction of which the Work to be provided under the Contract Documents may be the whole, or a part as indicated elsewhere in the Contract Documents. 1.32. Radioactive Material--Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 142 USC Section 2011 et seq.) as amended from time to time. i.33. Resident Project Representative-- The authorized representative of ENGINEER who may be assigned to the site or any part thereof. 1.34. Samples--Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 1.35. Shop Drawings--All drawings, diagrams, illustra- tions, schedules and other data or information which are specifically prepared or assembled by or for CONTRACTOR and submitted by CONTRACTOR to illustrate some portion of the Work. 1.36. Specifications--Those portions of the Contract Doc- uments consisting of written technical descriptions of mated- als. eauipment, construction systems, standards and workman- ship ~ applied to the Work and certain administrative details applicable thereto. 1.37. Subcontractor--An individual, firm or corporation having a direct contract with CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the site. 1.38. Substantial Completion--The Work (or a specified part thereof} has progressed to the point where, in the opinion of ENGINEER as evidenced by ENGINEER's definitive certificate of Substantial Completion, it is sufficiently com- plete, in accordance with the Contract Documents, so that the Work (or specified part) can be utilized for the purposes for which it is intended: or if no such certificate is issued, when the Work is complete and ready for final payment as evidenced by ENGINEER's written recommendation of final payment in accordance with paragraph 14.13. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 1.39. Supplemental. Conditions--The part of the Contract Documents which amends or supplements these General Con- ditions. 1.40. Supplier--A manufacturer, fabricator, supplier, dis- tributor, materialman or vendor having a direct contract with CONTRACTOR or with any Subcontractor to furnish mated- als or equipment to be incorporated in the Work by CON- TRACTOR or any Subcontractor. 1.41. UndergroundFacilities--All pipelines, conduits,ducts, cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasements containing such facilities which have been installed underground to furnish any of the following services or materials: electricity, gases, steam, liquid petroleum products, telephone or other communica- tions, cable television, sewage and drainage removal, traffic or other control systems or water. 1.42. Unit Price Work--Work to be paid for on the basis of unit prices. GC-14 1.43. Work--Thc entire completed construction or the var- ious separately identifiable parts thereof required to be fur- nished under the Contract Documents. Work includes and is the result of performing or furnishing labor and furnishing and incorporating materials and equipment into the construction, and performing or furnishing services and furnishing docu- ments, all as required by the Contract Documents. 1.44. Work Change Directive--A written directive to CON- TRACTOR, issued on or after the Effective Date of the Agreement and signed by OWNER and recommended by ENGINEER, ordering an addition, deletion or revision in the Work, or responding to differing or unforeseen physical condi- tions under which the Work is to be performed as provided in paragraph 4.2 or 4.3 or to emergencies under paragraph 6.23. A Work Change Directive will not change the Contract Price or the Contract Times. but is evidence that the parties expect that the change directed or documented by a Work Change Direc- tive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times as provided in paragraph 10.2. 1.45. Written Amendment--A written amendment of the Contract Documents. signed by OWNER and CONTRACTOR on or after the Effective Date of the Agreement and normally dealing w~th the nonengineering or nontechnical rather than strictly construction-related aspects of the Contract Docu- ments. ARTICLE 2--PRELIMINARY MATTERS Delivery of Bonds: 2.1. When CONTRACTOR delivers the executed Agree- ments to OWNER. CONTRACTOR shall also deliver to OWNER such Bonds as CONTRACTOR may be required to furnish in accordance with paragraph 5. I. Copies of Documents: 2.2. OWNER shall furnish to CONTRACTOR up to ten copies (unless othe~vise specified in the Supplementary Con- ditions) of the Contract Documents as are reasonably neces- sary for the execution of the Work. Additional copies will be furnished, upon request, at the cost of reproduction. Commencement of Contract Times; Notice to Proceed: 2.3. The Contract Times will commence to run on the thirti- eth day after the Effective Date of the Agreement. or. ifa Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within thirty days after the Effective Date of the Agreement. In no event will the Contract Times commence to run later than the sixtieth day after the day of Bid opening or the thirtieth day after the Effective Date of the Agreement, whichever date is earlier. Starting the Work: 2.4. CONTRACTOR shall start to perform the Work on the date when the Contract Times commence to run, but no Work shall be done at the site prior to the date on which the Contract Times commence to run. Before Starting Construction: 2.5. Before undertaking each part of the Work, CON- TRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. CONTRAC- TOR shall promptly report in writing to ENGINEER any conflict, error, ambiguity or discrepancy which CONTRAC- TOR may discover and shall obtain a written interpretation or clarification from ENGINEER before proceeding with any Work affected thereby; however. CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any conflict, error, ambiguity or discrepancy in the Contract Doc- uments, unless CONTRACTOR knew or reasonably should have known thereoL 2.6. Within ten days after the Effective Date of the Agree- ment (unless otherwise specified in the General Requirements), CONTRACTOR shall submit to ENGINEER for review: 2.6.1. a preliminary progress schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract Documents: 2.6.2. a preliminary schedule of Shop Drawing and Sam- ple submittals which will list each required submittal and the times for submitting, reviewing and processing such submit- tal: 2.6.3. a preliminary schedule of values for all of the Work which will include quantities and prices of items aggregating the Contract Price and will subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Such prices will include an appropriate amount of overhead and profit appli- cable to each item of Work. 2.7. Before any Work at the site is started, CONTRACTOR and OWNER shall each deliver to the other, with copies to each additional insured identified in the Supplementary Condi- tions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) which CONTRACTOR and OWNER respectively are required to purchase and maintain in accordance with para- graphs 5.4.5.6 and 5.7. Preconstruction Conference: 2.8. Within twenty days after the Contract Times start to run. but before any Work at the site is started, a conference GC-15 attended by CONTRACTOR, ENGINEER and others as propriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in paragraph 2.6, procedures for handling Shop Drawings and other submittals, processing Applications tbr Payment and maintaining required records. Acceptable Schedules: 2.9. Unless otherwise provided in the Contract Docu- ments, at least ten days before submission of the first Applica- tion for Payment a conference attended by CONTRACTOR. ENGINEER and others as appropriate will be held to review for acceptability to ENGINEER as provided below the sched- ules submitted in accordance with paragraph 2.6. CONTRAC- TOR shall have an additional ten days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to CONTRACTOR until the schedules are submitted to and acceptable to ENGINEER as provided below. The progress schedule will be acceptable to ENGINEER as providing an orderly progression of the Work to completion within any specified Milestones and the Contract Times. but such acceptance will neither impose on ENGI- NEER responsibility for the sequencing, scheduling or progress of the Work nor interfere with or relieve CONTRACTOR from CONTRACTOR's full responsibility theretbr. CONTRACTOR's schedule of Shop Drawing and Sample submissions will be acceptable to ENGINEER as providing a workable arrange- ment lbr reviewing and processing the required submittals. CONTRACTOR's schedule of values will be acceptable to ENGINEER as to form and substance. ARTICLE 3--CONTRACT DOCUMENTS: INTENT. AMENDING. REUSE 3.1. The Contract Documents comprise the entire agree- ment between OWNER and CONTRACTOR concerning the Work. The Contract Documents are complementary: what is called for by one is as binding as if called for by all. The Contract Documents will be construed in accordance with the law of the place of the Project. 3.2. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be con- structed in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be furnished and performed whether or not specifically called for. When words or phrases which have a well- known technical or construction industry or trade meaning are used to describe Work, materials or equipment, such words or phrases shall be interpreted in accordance with that meaning. Clarifi- cations and interpretations of the Contract Documents shall be issued by ENGINEER as provided in paragraph 9.4. 3.3. Reference to Standards and Specifications of Technical Societies; Reporting and Resolving Discrelnmcies: 3.3.1. Reference to standards, specifications, manuals or codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard, specification, manual, code or Laws or Regulations in effect at the time of opening of Bids (or. on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 3.3.2. If, during the performance of the Work, CON- TRACTOR discovers any conflict, error, ambiguity or dis- crepancy within the Contract Documents or between the Contract Documents and any provision of any such Law or Regulation applicable to the pertbrmance of the Work or of any such standard, specification, manual or code or of any instruction of any Supplier referred to in paragraph 6.5, CONTRACTOR shall report it to ENGINEER in writing at once. and. CONTRACTOR shall not proceed with the Work affected thereby lexcept in an emergency as authorized by paragraph 6.23) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in paragraph 3.5 or 3.6: provided, however, that CONTRACTOR shall not be liable to OWNER or ENGI- NEER for failure to report any such conflict, error, ambigu- ity or discrepancy unless CONTRACTOR knew or reason- ably should have known thereof. 3.3.3. Except as otherwise specifically stated in tile Contract Documents or as may be provided by amendment or supplement thereto issued by one of the methods indi- cated in paragraph 3.5 or 3.6. the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity or discrepancy between the provisions of the Contract Documents and: 3.3.3.1. the provisions of any such standard, speci- fication, manual, code or instruction iwhether or not specifically incorporated by reference in the Contract Documents): or 3.3.3.2. the provisions of any such Laws or Regu- lations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). No provision of any such standard, specification, manual. code or instruction shall be effective to change the duties and responsibilities of OWN ER. CONTRACTOR or ENGINEER, or any of their subcontractors, consultants, agents, or em- ployees from those set forth in the Contract Documents, nor shall it be effective to assign to OWNER, ENGINEER or any of ENGINEER's Consultants, agents or employees any duty or authority to supervise or direct the furnishing or GC-16 performance of the Work or any duty or authority to under- take responsibility inconsistent with the provisions of para- graph 9.13 or any other provision of the Contract Docu- ments. 3.4. Whenever in the Contract Documents the terms "as ordered." "as directed." "as required." "as allowed." "as approvecl" or terms of like efl'ect or import are used. or the adjectives" reasonable." "suitable." "acceptable."" proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judg- ment of ENGINEER as to the Work. it is intended that such requirement, direction, review or judgment will be solely to evaluate, in general, the completed Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents lunless there is a specific statement indicating otherwisel. The use of any such term or adiective shall not be efl'ective to ass,gn to ENGI- NEER any duty or authority to supervise or direct the furnishing or performance pt' the Work or any dutv or authority to undertake responsibility contrary to the provi- sions of paragraph 9.13 or any other provision of the Contract Documents. Amendin~ and Supplementing Contract Documents: 3.5. The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways: 3.5.1. a t'ormal Written Amendment. 3.5.2. a Change Order Ipursuant to paragraph 1t}.4). or 3.5.3. a Work Change Directive 1pursuant to paragraph 10.1 ). 3.6. In addition, the requirements of the Contract Docu- ments may be supplemented, and minor variations and devia- tions in the Work may be authorized, in one or more of the tbllowing ways: 3.6.1. a Field Order ~pursuant to paragraph 9.5). 3.6.2. ENGINEER's approval of a Shop Drawing or Sample (pursuant to paragraphs 6.26 and 6.27). or 3.6.3. ENGINEER's written interpretation or clarifica- tion I pursuant to paragraph 9.4L Reuse of Documents: 3.7. CONTRACTOR. and any Subcontractor or Supplier or other person or organization pertbrming or furnishing any of the Work under a direct or indirect contract with OWNER (i) shall not have or acquire any title to or ownership rights in any of the Drawings, Specifications or other documents (or copies of any thereof) prepared by or bearing the seal of ENGINEER or ENGINEER's Consultant, and {ii) shall not reuse any of such Drawings, Specifications. other documents or copies on extensions of the Project or any other project without written consent of OWNER and ENGINEER and specific written verification or adaption by ENGINEER. ARTICLE 4--AVAILABILITY OF LANDS: SUBSURFACE AND PHYSICAL CONDITIONS: REFERENCE POINTS Availability of Lands: 4.1. OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Workis to be pertbrmed. rights-of-way and easements for access thereto, and such other lands which are designated for the use of CONTRACTOR. Upon reasonable written request. OWNER shall furnish CON- TRACTOR with a correct statement of record legal title and legal description of the lands upon which the Vv'ork is to be pertbrmed and OWNER's interest therein as necessary for giving notice of or filing a mechanic's lien against such lands in accordance with applicable Laws and Regulations. OWNER shall identify any encumbrances or restrictions not of general application but specifically related to use of lands so furnished with which CONTRACTOR will have to comply in performing the Work. Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by OWNER. unless otherwise provided in the Contract Docu- ments. If CONTRACTOR and OWNER are unable to agree on entitlement to or the amount or extent of any adjustments in the Contract Price or the Contract Times as a result of any delay in OWNER's furnishing these lands, rights-o£-way or easements, CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. 4.2. Subsurface and Physical Conditions: 4.2.1. Reports and Drawines: Reference is made to the Supplementary Conditions for identification of: 4.2. I.I. Subsurface Conditions: Those reports of explo- rations and tests of subsurface conditions at or contiguous to the site that have been utilized by ENGINEER in preparing the Contract Documents: and 4.2.1.2. Physical Conditions: Those drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site lexcept Underground Facilities) that have been utilized by ENGINEER in prepar- ing the Contract Documents. GC-17 4.2.2. Limited Reliance by CONTRACTOR Authorized; Technical Data: CONTRACTOR may rely upon the general accuracy of the "technical data" contained in such repons and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supple- mentary Conditions. Except for such reliance on such "tech- nical data." CONTRACTOR may not rely upon or make any claim against OWNER. ENGINEER or any of ENGINEER's Consultants with respect to: 4,2.2.1. the completeness of such reports and drawings tbr CONTRACTOR's purposes, including, but not limited to, any aspects of the means, methods, techniques, se- quences and procedures of construction to be employed by CONTRACTOR and safety precautions and programs inci- dent thereto, or 4.2.2.2. other data, interpretations, opinions and intbr- mat)on contained in such reports or shown or indicated in such drawings, or 4.2.2.3. any CONTRACTOR interpretation of or conclu- sion drawn t¥om any "technical data" or any such data, interpretations, opinions or inlbrmation. 4.2.3. .\'pt)ce t~f D~#'ering Subsurt~we or Physical Condi- tions: If CONTRACTOR believes that any subsurface or physical condition at or contiguous to the site that is uncovered or revealed either: 4.2.3.1. is of such a nature as to establish that any "technical data" on which CONTRACTOR is entitled to rely as provided in paragraphs 4.2. I and 4.2.2 is materially inaccurate, or 4.2.3.2. is of such a nature as to require a change in the Contract Documents, or 4.2.3.3. differs materially from that shown or indicated in the Contract Documents. or 4.2.3.4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recog- nized as inherent in work of the character provided for in the Contract Documents: then CONTRACTOR shall, promptly alter becoming aware thereof and before further disturbing conditions affected thereby or pertbrming any Work in connection therewith texcept in an emergency' as permitted by paragraph 6.23), notify OWNER and ENGINEER in writing about such condition. CONTRAC- TOR shall not further disturb such conditions or perform any Work in connection therewith (except as aforesaid) until re- ceipt of written order to do so. 4.2.4. ENGINEER's Review: ENGINEER will promptly review the pertinent conditions, determine the necessity of OWNER's obtaining additional exploration or tests with re- spect thereto and advise OWNER in writing twith a copy to CONTRACTOR) of ENGINEER's findings and conclusions. 4.2.5. Possible Contract Documents Change: if ENGI- NEER concludes that a change in the Contract Documents is required as a result ora condition that meets one or more of the categories in paragraph 4.2.3.. a Work Change Directive or a Change Order will be issued as provided in Article l0 to reflect and document the consequences of such change. 4.2.6. Possible Price and Times Adjustments: An equitable adjustment in the Contract Price or in the Contract Times, or both, will be allowed to the extent that the existence of such uncovered or revealed condition causes an increase or de- crease in CONTRACTOR's cost of, or time required for pertbrmance of, the Work: subject, however, to the following: 4.2.6.1. such condition must meet any one or more of the categories described in paragraphs 4.2.3.1 through 4.2.3.4, inclusive: 4,2.6.2. a change in the Contract Documents pursuant to paragraph 4.2.5 will not be an automatic authorization of nor a condition precedent to entitlement to any such adjustment: 4.2.6.3. with respect to Work that is paid for on a Unit Price Basis. any adjustment in Contract Price will be subject to the provisions of paragraphs 9.10 and I 1.9: and 4.2.6.4. CONTRACTOR shall not be entitled to any adjustment in the Contract Price or Times if: 4.2.6.4.1. CONTRACTOR knew of the existence of such conditions at the time CONTRACTOR made a final commitment to OWNER in respect of Contract Price and Contract Times by the submission of a bid or becoming bound under a negotiated contract: or 4.2.6.4.2. the existence of such condition could rea- sonably have been discovered or revealed as a result of any examination, investigation, exploration, test or study of the site and contiguous areas required by the Bidding Requirements or Contract Documents to be conducted by or for CONTRACTOR prior to CONTRACTOR's making such final commitment: or 4.2.6.4.3. CONTRACTOR tailed to give the written notice within the time and as required by paragraph 4.2.3. If OWNER and CONTRACTOR are unable to agree on entitlement to or as to the amount or length of any such equitable adjustment in the Contract Price or Contract Times. a claim may be made therefor as provided in Articles 11 and 12. However. OWNER, ENGINEER and ENGINEER's Consult- ants shall not be liable to CONTRACTOR for any claims, costs, losses or damages sustained by CONTRACTOR on or in connection with any other project or anticipated project. 4.3. Physical Conditions~Underground Facilities: 4.3. I. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site is based on GC-18 information and data furnished to OWNER or ENGINEER by the owners of such Underground Facilities or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 4.3.I.I. OWNER and ENGINEER shall not be respon- sible for the accuracy or completeness of any such informa- tion or data: and 4.3.1.2. The cost of all of the following will be included in the Contract Price and CONTRACTOR shall have full respon- sibility for: (i) reviewing and checking all such information and data, (ii) locating all Underground Facilities shown or indicated in the Contract Documents, (iii) coordination of the Work with the owners of such Underground Facilities during construction, and tivt the safety and protection of all such Underground Facilities as provided in paragraph 6.20 and repairing any damage thereto resulting from the Work. 4.3.2. .¥ot Shown or Indicated: If an Underground Facility is uncovered or revealed at or contiguous to the site which was not sho,an or indicated in the Contract Documents, CON- TRACTOR shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or per- forming any Work in connection therewith lexcept in an emergency as required by paragraph 6.23}, identify the owner of such Underground Facility and give written notice to that owner and to OWNER and ENGINEER. ENGINEER will promptly review the Underground Facility and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence of the Underground Facility. If ENGINEER con- cludes that a change in the Contract Documents is required, a Work Change Directive or a Change Order will be issued as provided in Article 10 to reflect and document such conse- quences. During such time. CONTRACTOR shall be respon- sible for the safety and protection of such Underground Facility as provided in paragraph 6.20. CONTRACTOR shall be al- lowed an increase in the Contract Price or an extension of the Contract Times. or both. to the extent that they are attributable to the existence of any Underground Facility that was not shown or indicated in the Contract Documents and that CON- TRACTOR did not know of and could not reasonably have been expected to be aware of or to have anticipated. If OWNER and CONTRACTOR are unable to agree on entitle- ment to or the amount or length of any such adjustment in Contract Price or Contract Times, CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. However. OWNER. ENGINEER and ENGINEER's Consultants shall not be liable to CONTRACTOR for any claims, costs, losses or damages incurred or sustained by CONTRACTOR on or in connection with any other project or anticipated project. Reference Points: 4.4. OWNER shall provide engineering surveys to estab- lish reference points for construction which in ENGINEER's judgment are necessary to enable CONTRACTOR to proceed with the Work. CONTRACTOR shall be responsible for laying out the Work. shall protect and preserve the established reference points and shall make no changes or relocations without the prior written approval of OWNER. CONTRAC- TOR shall report to ENGINEER whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be respon- sible for the accurate replacement or relocation of such refer- ence points by professionally qualified personnel. 4.5. Asb~tos, PCBs, Petroleum, Hazardous Waste or Radio- active Material: 4.5.1. OWNER shall be responsible for any Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material uncovered or revealed at the site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work and which may present a substantial danger to persons or property exposed thereto in connection with the Work at the site. OWNER shall not be responsible tbr any such materials brought to the site by CONTRACTOR. Subcontractor. Suppli- ers or anyone else tbr whom CONTRACTOR is responsible. 4.5.2. CONTRACTOR shall immediately: {il stop ali Work in connection with such hazardous condition and in any area affected thereby ~except in an emergency as re- quired by paragraph 6.23}. and iii) notify OWNER and ENGINEER'Iand thereafter confirm such notice in writingL OWNER shall promptly consult with ENGINEER concern- ing the necessity for OWNER to retain a qualified expert to evaluate such hazardous condition or take corrective action, if any. CONTRACTOR shall not be required to resume Work in connection with such hazardous condition or in any such affected area until after OWNER has obtained any required permits related thereto and delivered to CONTRACTOR special written notice: (i) specifying that such condition and any affected area is or has been rendered sate for the resumption of Work, or 0ii specifying any special conditions under which such Work may be resumed safely. If OWNER and 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 such Work stoppage or such special conditions under which Work is agreed by CON- TRACTOR to be resumed, either party may make a claim therefor as provided in Articles 11 and 12. 4.5.3. If after receipt of such special written notice CONTRACTOR does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then OWNER may order such portion of the Work that is in connection with such hazardous condition or in such af- fected area to be deleted from the Work. if OWNER and 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 Work, then either party may make a claim theretbr as provided in Articles II and 12. OWNER may have such deleted portion of the Work pertbrmed by OWNER's own forces or others in accordance with Article 7. 4.5.4. To the fullest extent permitted by Laws and Reg- ulations, OWNER shall indemnify and hold harmless CON- TRACTOR. Subcontractors. ENGINEER. ENGINEER's GC-19 Consultants and the officers, directors, employees, agents, other consultants and subcontractors of each and any of them from and against all claims, costs, losses and damages arising out of or resulting from such hazardous condition. provided that: 6) any such claim, cost, loss or damage is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom. and (ii) nothing in this subparagraph 4.5.4 shall obligate OWNER to indemnify any person or entity from and against the consequences of that person's or entity's own negli- gence. 4.5.5. The provisions of paragraphs 4.2 and 4.3 are not intended to apply to Asbestos. PCBs. Petroleum, Hazardous Waste or Radioactive Material uncovered or revealed at the site. companies that are duly licensed or authorized in the juris- diction in which the Project is located to issue Bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be pro- vided in the Supplementary Conditions. 5.3.2. CONTRACTOR shall deliver to OWNER, with copies to each additional insured identified in the Supple- mentary Conditions, certificates of insurance land other evidence of insurance requested by OWNER or any other additional insured} which CONTRACTOR is required to purchase and maintain in accordance with paragraph 5.4. OWNER shall deliver to CONTRACTOR. with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance rand other evidence of insurance requested by CONTRACTOR or any other addi- tional insuredl which OWNER is required to purchase and maintain in accordance with paragraphs 5.6 and 5.7 hereof. ARTICLE 5--BONDS AND INSURANCE Performance. Payment and Other Bonds: 5.1. CONTRACTOR shall furnish Pertbrmance and Pay- ment Bonds. each in an amount at least equal to the Contract Price as security tbr the faithful pertbrmance and payment of all CONTRACTOR's obligations under the Contract Docu- ments. These Bonds shall remain in effect at least until one year after the date when final payment becomes due. except as provided otherwise by Laws or Regulations or by the Contract Documents. CONTRACTOR shall also furnish such other Bonds as are required by the Supplementary Conditions. All Bonds shall be in the form prescribed by the Contract Docu- ments except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amendedl by the ,Audit Staff, Bureau of Government Financial Opera- tions, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of such agenFs authority to act. 5.2. If the surety on any Bond furnished by CONTRAC- TOR is declared a bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of paragraph 5. l, CONTRACTOR shall within ten days thereafter substitute another Bond and surety, both of which must be acceptable to OWNER. 5.3. Licensed Sureties and Insurers; Certificates of Insurance: 5.3.1. All Bonds and insurance required by the Contract Documents to be purchased and maintained by OWN ER or CONTRACTOR shall be obtained from surety or insurance CONTRACTOR's Liability, Insurance: 5.4. CONTRACTOR shall purchase and maintain such liability and other insurance as is appropriate for the Work being performed and furnished and as will provide protection from claims set tot'th below which may arise out of or result from CONTRACTOR's performance and furnishing of the Work and CONTRACTOR's other obligations under the Con- tract Documents, whether it is to be pertbrmed or furnished by CONTRACTOR. any Subcontractor or Supplier. or by anyone directly or indirectly employed by any of them to perform or furnish any of the Work. or by anyone for ~hose acts any of them may be liable: 5.4.1. claims under workers' compensation, disability benefits and other similar employee benefit acts; 5.4.2. claims for damages because of bodily injury, oc- cupational sickness or disease, or death of CONTRAC- TOWs employees: 5.4.3. claims Srbr damages because of bodily injury, sick- ness or disease, or death of any person other than CON- TRACTOR's employees: 5.4.4. claims for damages insured by customary personal injury liability coverage which are sustained: (i} by any person as a result of an offense directly or indirectly related to the employment of such person by CONTRACTOR. or Iii) by any other person for any other reason: 5.4.5. claims tbr damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom: and 5.4.6. claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. GC-20 The policies of insurance so required by this paragraph 5.4 to be purchased and maintained shall: 5.4.7. with respect to insurance required by paragraphs 5.4.3 through 5.4.6 inclusive, include as additional insurers (subject to any customary exclusion, in respect of profes- sional liability) OWNER, ENGINEER, ENGINEER's Con- sultants and any other persons or entities identified in the Supplementary Conditions, all of whom shall be listed as additional insureds, and include coverage for the respective officers and employees of all such additional insurers: 5.4.8. include the specific coverages and be written for not less than the limits of liability provided in the Supple- mentary Conditions or required by Laws or Regulations. whichever is greater: 5.4.9. include completed operations insurance: 5.4.10. include contractual liability insurance coveting CONTRACTOR's indemnity obligations under paragraphs 6.12.6.16 and 6.31 through 6.33: 5.4.11. contain a provision or endorsement that the coverage afforded will not be cancelled, materially changed or renewal rethsed until at least thirty days prior written notice has been given to OWNER and CONTRACTOR and to each other additional insured identified in the Supplemen- tary Conditions to whom a certificate of insurance has been issued ~and the certificates of insurance furnished by the CONTRACTOR pursuant to paragraph 5.3.2 will so pro- vide~: 5.4.12. remain in effect at least until final payment and at all times thereafter when CONTRACTOR may be correct- ing. removing or replacing defective Work in accordance with paragraph 13.12: and 5.4.13. with respect to completed operations insurance. and any insurance cover~e written on a claims-made basis. remain in effect for at least two years after final payment (and CONTRACTOR shall furnish OWNER and each other additional insured identified in the Supplementary Condi- tions to whom a certificate of insurance has been issued evidence satisfactory to OWNER and any such additional insured of continuation of such insurance at final payment and one year thereafter~. OWNER's Liability Insurance: 5.5. In addition to the insurance required to be provided by CONTRACTOR under paragraph 5.4. OWNER. at OWNER's option, may purchase and maintain at OWNER's expense OWNER's own liability insurance as will protect OWNER against claims which may arise from operations under the Contract Documents. Progeny. Insurance: 5.6. Unless otherwise provided in the Supplementary. Con- ditions. OWNER shall purchase and maintain property insur- ance upon the Work at the site in the amount of the full replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall: 5.6.1. include the interests of OWNER, CONTRAC- TOR, Subcontractors. ENGINEER, ENGINEER's Con- sultants and any other persons or entities identified in the Supplementary Conditions, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured: 5.6.2. be written on a Builder's Risk "all-risk" or open peril or special causes of loss policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, falsework and Work in transit and shall insure against at least the following perils fire, lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage, and such other perils as may be specifically required by the Supplementary Conditions: 5.6.3. include expenses incurred in the repair or replace- ment of any insured property lincluding but not limited to fees and charges of engineers and architects); 5.6.4. cover materials and equipment stored at the site or at another location that was agreed to in writing by OWNER prior to being incorporated in the Work, provided that such materials and equipment have been included in an Applica- tion for Payment recommended by ENGINEER; and 5.6.5. be maintained in effect until final payment is made unless otherwise agreed to in writing by OWNER, CON- TRACTOR and ENGINEER with thirty days written notice to each other additional insured to whom a certificate of insurance has been issued. 5.7. OWNER shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of OWNER, CONTRACTOR, Subcontractors. ENGINEER, ENGINEER's Consultants and any other persons or entities identified in the Supplementary Conditions. each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. 5.8. All the policies of insurance {and the certificates or other evidence thereof) required to be purchased and main- tained by OWNER in accordance with paragraphs 5.6 and 5.7 will contain a provision or endorsement that the coverage afforded will not be cancelled or materially changed or renewal refused until at least thirty days' prior written notice has been given to OWNER and CONTRACTOR and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accordance with paragraph 5. I 1. GC-]I 5.9. OWNER shall not be responsible for purchasing and maintaining any property insurance to protect the interests of CONTRAC'I~R, Subcontractors or others in the Work to the extent of any deductible amounts that are identified in the Supplementary Conditions. The risk of loss within such iden- tified deductible amount, will be borne by CONTRACTOR, Subcontractor or others suffering any such loss and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchaser's own expense. 5.10. If CONTRACTOR requests in writing that other special insurance be included in the property insurance policies provided under paragraphs 5.6 or 5.7, OWNER shall, if possi- ble, include such insurance, and the cost thereof will be charged to CONTRACTOR by appropriate Change Order or Written Amendment. Prior to commencement of the Work at the site, OWNER shall in writing advise CONTRACTOR whether or not such other insurance has been procured by OWNER. 5.11. ~i~iver of Rights: 5.11.1, OWNER and CONTRACTOR intend that all policies purchased in accordance with paragraphs 5.6 and 5.7 will protect OWNER. CONTRACTOR. Subcontractors. ENGINEER. ENGINEER's Consultants and all other per- sons or entities identified in the Supplementary Conditions to be listed as insureds or additional insureds in such policies and will provide primary coverage for all losses and damages caused by the perils covered thereby. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no fights of recovery_ against any of the insurers or additional insureds thereunder. OWNER and CONTRACTOR waive all rights against each other and their respective officers, directors. employees and agents for all losses and damages caused by. arising out of or resulting from any of the perils covered by such policies and any other property insurance applicable to the Work: and. in addition, waive all such rights against Subcontractors. ENGINEER. ENGINEER's Consultants and all other persons or entities identified in the Supplemen- tary Conditions to be listed as insurers or additional insurers under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by OWNER as trustee or otherwise payable under any policy so issued. 5.11.2. In addition, OWNER waives all rights against CONTRACTOR, Subcontractors. ENGINEER. ENGI- NEER's Consultants and the officers, directors, employees and agents of any of them. for: 5.11.2.1. loss due to business interruption, loss of use or other consequential loss extending beyond direct phys- ical loss or damage to OWNER's property or the Work caused by. arising out of or resulting from fire or other peril, whether or not insured by OWNER: and 5.11.2.2. loss or damage to the completed Project or part thereof caused by, arising out of or resulting from fire or other insured peril covered by any property insurance maintained on the completed Project or part thereof by OWNER during partial utilization pursuant to paragraph 14.10, after substantial completion pursuant to paragraph 14.8 or after final payment pursuant to paragraph 14.13. Any insurance policy maintained by OWNER covering any loss, damage or consequential loss referred to in this paragraph 5.11.2 shall contain provisions to the effect that in the event of payment of any such loss, damage or consequential loss the insurers will have no rights of recovery against any of CON- TRACTOR. Subcontractors, ENGINEER. ENGINEER's Con- sultants and the officers, directors, employees and agents of any of them. Receipt and Application of Insurance Proceeds 5.12. Any insured loss under the policies of insurance required by paragraphs 5.6 and 5.7 will be adjusted with OWNER and made payable to OWNER as fiduciary for the insureds, as their interests may appear, subject to the require- ments of any applicable mortgage clause and of paragraph 5.13. OWNER shall deposit in a separate account any money so received, and shall distribute it in accordance with such agree- ment as the parties in interest may reach. If no other special agreement is reached the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof and the Work and the cost thereof covered by an appropriate Change Order or Written Amendment. 5.13. OWNER as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within fifteen days alter the occurrence of loss to OWNER's exercise of this power. If such objection be made. OWNER as fiduciary shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. If no such agreement among the parties in interest is reached, OWNER as fiduciary shall adjust and settle the loss with the insurers and, if required in writing by any party in interest. OWNER as fiduciary shall give bond for the proper performance of such duties. Acceptance of Bonds and Insurance; Option to Replace: 5.14. If either party (OWNER or CONTRACTOR) has any objection to the coverage afforded by or other provisions of the Bonds or insurance required to be purchased and maintained by the other party in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the objecting party shall so notify the other party in writing within ten days after receipt of the certificates lot other evidence requested) required by paragraph 2.7. OWNER and CONTRACTOR shall each provide to the other such additional information in respect of insurance provided as the other may reasonably request. If either party does not purchase or maintain all of the Bonds and insurance required of such party by the Contract Documents, such party shall notify the other party in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. Without prejudice to any other right or remedy, the other party may elect to obtain equivalent Bonds or insurance to protect such other party's interests at the expense of the party who was GC-22 required to provide such coverage, and a Change Order ~c~all be issued to adjust the Contract Price accordingly. Partial U~on~Pro~erty Insurance: 5.15. If OWNER finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work. such use or occupancy may be accomplished in accordance with paragraph 14.10: provided that no such use or occupancy shall commence before the insurers providing the property insurance have acknowledged notice thereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurar :e shall consent by endorsement on the policy or policies, but me property insur- ance shall not be cancelled or permitted to lapse on account of any such partial use or occupancy. ARTICLE 6--CONTRACTOR'S RESPONSIBILITIES Supervision and Superintendence: 6.1. CONTRACTOR shall supervise, inspect and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Con- tract Documents. CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences and procedures of construction, but CONTRACTOR shall not be responsible for the negligence of others in the design or specification of a specific means, method, technique, sequence or procedure of construction which is shown or indicated in and expressly required by the Contract Documents. CONTRACTOR shall be responsible to see that the completed Work complies accu- rately with the Contract Documents. 6.2. CONTRACTOR shall keep on the Work at all times during its progress a competent resident superintendent, who shall not be replaced without written notice to OWNER and ENGINEER except under extraordinary circumstances. The superintendent will be CONTRACTOR's representative at the site and shall have authority to act on behalf of CONTRAC- TOR. All communications to the superintendent shall be as binding as if given to CONTRACTOR. Labor. Materials and Equipment: 6.3. CONTRACTOR shall provide competent, suitably qual- ified personnel to survey, lay out and construct the Work as required by the Contract Documents. CONTRACTOR shall at all times maintain good discipline and order at the site. Except as otherwise required for the safety or protection of persons or the Work or property at the site or adjacent thereto, and except as otherwise indicated in the Contract Documents. all Work at the site shall be performed during regular working hours and CONTRACTOR will not permit overtime work or the perfor- mance of Work on Saturday, Sunday or any legal holiday without OWNER's written consent given after prior written notice to ENGINEER. 6.4. Unless otherwise specified in the General Require- ments, CONTRACTOR shall furnish and assume full respon- sibility for all materials, equipment, labor, transportation, con- struction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, tempo- rary facilities and all other facilities and incidentals necessary for the furnishing, pertbrmance, testing, start-up and comple- tion of the Work. 6.5. All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Docu- ments. All warranties and guarantees specifically called for by the Specifications shall expressly run to the benefit of OWNER. If required by ENGINEER. CONTRACTOR shall furnish satisfactory evidence (including reports of required tests} as to 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 provided in the Contract Documents. Progress Schedule: 6.6. CONTRACTOR shall adhere to the progress schedule established in accordance with paragraph 2.9 as it may be adjusted from time to time as provided below: 6.6.1. CONTRACTOR shall submit to ENGINEER for acceptance {to the extent indicated in paragraph 2.9) pro- posed adjustments in the progress schedule that will not change the Contract Times (or Milestones}. Such adjust- ments will conform generally to the progress schedule then in effect and additionally will comply with any provisions of the General Requirements applicable thereto. 6.6.2. Proposed adjustments in the progress schedule that will change the Contract Times (or Milestones~ shall be submitted in accordance with the requirements of paragraph 12.1. Such adjustments may only be made by a Change Order or Written Amendment in accordance with Article 12. 6.7. Substitutes and "Or. Equal" Items: 6.7.1. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent or "or-equal" item or no substitution is permitted, other items of material or equip- ment or material or equipment of other Suppliers may be accepted by ENGINEER under the following circumstances: GC-23 6.7.1.1. "Or-Equal": If'in ENGINEER's sole discre- tion an item of material or equipment proposed by CON- TRACTOR is functionally equal to that named and suffi- ciently similar so that no change in related Work will be required, it may be considered by ENGINEER as an "or-equal" item. in which case review and approval of the proposed item may, in ENGINEER's sole discretion, be accomplished without compliance with some or all of the requirements for acceptance of proposed substitute items. 6.7.1.2. Substitute ltetns: If in ENGINEER's sole discretion an item of material or equipment proposed by CONTRACTOR does not qualify as an "or-equal" item under subparagraph 6.7. I. I. it will be considered a pro- posed substitute item. CONTRACTOR shall submit suffi- cient information as provided below to allow ENGINEER to determine that the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. The procedure for review by the ENGINEER will include the Following as supple- mented in the General Requirements and as ENGINEER may decide is appropriate under the circumstances. Re- quests for review of proposed substitute items of material or equipment will not be accepted by ENGINEER from anyone other than CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material or equipment. CONTRACTOR shall first make written appli- cation to ENGINEER for acceptance thereof, certifying that the proposed substitute will perform adequately the functions and achieve the results called for by the general 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 acceptance of the proposed substitute will prejudice CON- TRACTOR's achievement of Substantial Completion on time. whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with OWNER for work on the Projectl to adapt the design to the proposed substitute and whether or not incorporation or use of the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in the application and available maintenance, repair and replacement service will be indi- cated. The application will also contain an itemized esti- mate of all costs or credits that will result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of which will be considered by ENGINEER in evaluating the proposed substitute. EN- GINEER may require CONTRACTOR to furnish addi- tional data about the proposed substitute. 6.7.1.3. CONTRACTOR's Expense: All data to be provided by CONTRACTOR in support of any proposed "or-equal" or substitute item will be at CONTRACTOR's expense. 6.7.2. Substitute Construction Methods or Procedures: Ifa specific means, method, technique, sequence or procedure of construction is shown or indicated in and expressly required by the Contract Documents, CONTRACTOR may furnish or utilize a substitute means, method, technique, sequence or procedure of construction acceptable to ENGINEER. CON- TRACTOR shall submit sufficient information to allow ENGI- NEER. in ENGINEER's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The procedure for review by ENGI- NEER will be similar to that provided in subparagraph 6.7.1.2. 6.7.3. Engineer's Evaluation: ENGINEER will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to paragraphs 6.7.1.2 and 6.7.2. ENGINEER will be the sole judge of acceptability. No "or- equal" or substitute will be ordered, installed or utilized without ENGINEER's prior written acceptance which will be evidenced by either a Change Order or an approved Shop Drawing. OWNER may require CONTRACTOR to furnish at CONTRACTOR's expense a special pertbrmance guarantee or other surety with respect to any "or-equal" or substitute. ENGINEER will record time required by ENGINEER and ENGINEER's Consultants in evaluating substitutes proposed or submitted by CONTRACTOR pursuant to paragraphs 6.7. I. 2 and 6.7.2 and in making changes in the Contract Documents lot in the provisions of any other direct contract with OWNER for work on the Project} occasioned thereby. Whether or not ENGINEER accepts a substitute item so proposed or submit- ted by CONTRACTOR, CONTRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER's Consultants for evaluating each such proposed substitute item. Concerning Subcontractors, Suppliers and Others: 6.8.1. CONTRACTOR shall not employ any Subcon- tractor, Supplier or other person or organization (including those acceptable to OWNER and ENGINEER as indicated in paragraph 6.8.2), whether initially or as a substitute. against whom OWNER or ENGINEER may have reason- able objection. CONTRACTOR shall not be required to employ any Subcontractor. Supplier or other person or organization to furnish or perform any of the Work against whom CONTRACTOR has reasonable objection. 6.8.2. If the Supplementary, Conditions require the iden- tity of certain Subcontractors, Suppliers or other persons or organizations {including those who are to furnish the princi- pal items of materials or equipment} to be submitted to OWNER in advance of the specified date prior to the Effective Date of the Agreement for acceptance by OWN ER and ENGINEER, and if CONTRACTOR has submitted a list thereof in accordance with the Supplementary Condi- tions, OWNER's or ENGINEER's acceptance (either in writing or by failing to make written objection thereto by the date indicated for acceptance or objection in the bidding documents or the Contract Documents) of any such Subcon- tractor, Supplier or other person or organization so identified may be revoked on the basis of reasonable objection after due inveh,,:zation, in which case CONTRACTOR shall sub- mit an acc~'ptable substitute, the Contract Price will be adjusted by the difference in the cost occasioned by such GC-24 substitution and an appropriate Change Order will be issued or Written Amendment signed. No acceptance by OWNER or ENGINEER of any such Subcontractor. Supplier or other person or organization shall constitute a waiver of any right of OWNER or ENGINEER to reject deJbctive Work. 6.9.1. CONTRACTOR shall be fully responsible to OWNER and ENGINEER for all acts and omissions of the Subcontractors, Suppliers and other persons and organiza- tions performing or furnishing any of the Work under a direct or indirect contract with CONTRACTOR just as CON- TRACTOR is responsible for CONTRACTOR's own acts and omissions. Nothing in the Contract Documents shall create for the benefit of any such Subcontractor. Supplier or other person or orgamzation any contractual relationship betx~een OWNER or ENGINEER and any such Subcon- tractor. Supplier or other person or organization, nor shall it create any obligation on the part of OWNER or ENGI- NEER to pay or to ,ee to the payment of any moneys due am ~uch Subcontractor. Supplier or other person or organi- zation except as may otherwise be required by Laws and Regulations. 6.9.2. CONTRACTOR shall be solely responsible for ,cheduling and coordinating the Work of Subcontractors. Suppliers and other persons and organizations pertbrming or furnishing any of the Work under a direct or indirect contract ~ith CONTRACTOR. CONTRACTOR shall require all Sub- contractors, Suppliers and such other persons and organiza- tions performing or furnishing any of the Work to communi- cate ~ith the ENGINEER through CONTRACTOR. 6.10. The divisions and sections of the Specifications and the identifications of any Drawings shall not control CON- TRACTOR in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. 6. t 1. All Work performed for CONTRACTOR by a Sub- contractor or Supplier x~ill be pursuant to an appropriate agreement between CONTRACTOR and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Docu- ments t~or the benefit of OWNER and ENGINEER. Whenever any ~uch agreement is v, ith a Subcontractor or Supplier who is listed as an additional insured on the property insurance provided in paragraph 5.6 or 5.7, the agreement between the CONTRACTOR and the Subcontractor or Supplier will con- tain provisions whereby the Subcontractor or Supplier waives all fights against OWNER, CONTRACTOR, ENGINEER, ENGINEER's Consultants and all other additional insurers for all losses and damages caused by, arising out of or resultine from any of the perils covered by such policies and any other property insurance applicable to the Work. if the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier. CONTRACTOR will obtain the same. Patent Fees attd Ro. vatties: 6.12. CONTRACTOR shall pay all license fees and royal- ties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product or device is specified in the Contract Documents for use in the performance of the Work and if to the actual knowledge of OWNER or ENGINEER its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by OWNER in the Contract Documents. To the fulle'~t extent permitted by Laws and Regulations, CONTRACT: :~, shall indemnify and hold harm- less OWNER, ENGINEER, ENGINEER's Consultants and the officers, directors, employees, agents and other consultants of each and any of them from and against all claims, costs, losses and damages arising out of or resulting from any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorpora- tion in the Work of any invention, design, process, product or device not specified in the Contract Documents. 6.13. Unless otherwise provided in the Supplementary Conditions. CONTRACTOR shall obtain and pay for all con- ,truction permits and licenses. OWNER shall assist CON- TRACTOR. when necessary, in obtaining such permits and licenses. CONTRACTOR shall pay all governmental charges and inspection fees necessary for the prosecution of the Work. ~ hich are applicable at the time of opening of Bids, or. if there are no Bids, on the Effective Date of the Agreement. CON- TRACTOR shall pay all charges of utility owners for connec- tions to the Work. and OWNER shall pay all charges of such utility owners tbr capital costs related thereto such as plant investment tees. Laws and Regu!a6ons: 6.14.1. CONTRACTOR shall give all notices and comply with all Laws and Regulations applicable to furnishing and performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither OWNER nor ENGINEER shall be responsible for monitoring CON- TRACTOR's compliance with any Laws or Regulations. 6.14.2. If CONTRACTOR performs any Work knowing or having reason to know that it is contrary to Laws or Regulations. CONTRACTOR shall bear all claims, costs, losses and damages caused by, arising out of or resulting therefrom: however, it shall not be CONTRACTOR's pri- mary responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations. but this shall not relieve CONTRACTOR of CONTRAC- TOWs obligations under paragraph 3.3.2. Taxes: 6.15. CONTRACTOR shall pay all sales, consumer, use and other similar taxes required to be paid by CONTRACTOR in accordance with the Laws and Regulations of the place of GC-25 the Project which are applicable during the performance of the Work. the Work, these record documents, Samples and Shop Draw- ings will be delivered to ENGINEER for OWNER. Use of Premises: 6.16. CONTRACTOR shall confine construction equip- ment, the storage of materials and equipment and the opera- tions of workers to the site and land and areas identified in and permitted by the Contract Documents and other land and areas permitted by Laws and Regulations. fights-of-way, permits and easements, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment. CONTRACTOR shall assume full responsibility for any dam- age to any such land or area, or to the owner or occupant thereof or of any adjacent land or areas, resulting from the performance of the Work. Should any claim be made by any such owner or occupant because of the performance of the Work. CONTRACTOR shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitra- tion or other dispute resolution proceeding or at law. CON- TRACTOR shall, to the fullest extent permitted by Laws and Regulations. indemnity and hold harmless OWNER. ENGI- NEER, ENGINEER's Consultant and anyone directly or indirectly employed by any of them from and against all claims. costs, losses and damages arising out of or resulting from any claim or action, legal or equitable, brought by any such owner or occupant against OWNER. ENGINEER or any other party indemnified hereunder to the extent caused by or based upon CONTRACTOR's performance of the Work. 6.17. Dunng the progress of the Work, CONTRACTOR shall keep the premises free from accumulations of waste materials, rubbish and other debris resulting from the Work. At the completion of the Work CONTRACTOR shall remove all waste materials, rubbish and debris from and about the pre- mises as well as all tools, appliances, construction equipment and machinery_ and surplus materials. CONTRACTOR shall leave the site clean and ready for occupancy by OWNER at Substantial Completion of the Work. CONTRACTOR shall restore to original condition all property not designated for alteration by the Contract Documents. 6.18. CONTRACTOR shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the Work or adjacent property to stresses or pressures that will endanger it. Record Documents: 6.19. CONTRACTOR shall maintain in a safe place at the site one record copy of all Drawings, Specifications, Addenda. Written Amendments, Change Orders, Work Change Direc- tives, Field Orders and written interpretations and clarifica- ' tions (issued pursuant to paragraph 9.4) in good order and annotated to show all changes made during construction. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to ENGINEER for reference. Upon completion of Safety and Protection: 6.20. CONTRACI~R shall be responsible for initiating, maintaining and supervising all safety precautions and pro- grams in connection with the Work. CONTRACTOR shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 6.20.1. all persons on the Work site or who may be affected by the Work; 6.20.2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the site: and 6.20.3. other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and Underground Facilities not desig- nated for removal, relocation or replacement in the course of construction. CONTRACTOR shall comply with all applicable Laws and Regulations of any public body having jurisdiction for safety of persons or property or to protect them from damage, injury or loss: and shall erect and maintain all necessary safeguards for such safety and protection. CONTRACTOR shall notify own- ers of adjacent property and of Underground Facilities and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation and replacement of their property. All damage, injury or loss to any property referred to in paragraph 6.20.2 or 6.20.3 caused, directly or indirectly, in whole or in part. by CONTRACTOR, any Subcontractor. Supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, shall be remedied by CONTRACTOR (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of OWNER or ENGINEER or ENGINEER's Consultant or anyone employed by any of them or anyone for whose acts any of them may be liable, and not attributable, directly or indi- rectly, in whole or in part, to the fault or negligence of CONTRACTOR or any Subcontractor, Supplier or other per- son or organization directly or indirectly employed by any of them). CONTRACTOR's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and ENGINEER has issued a notice to OWNER and CONTRACTOR in accordance with para- graph 14.13 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Comple- tionl. Safety Representative: 6.21. CONTRACTOR shall designate a qualified and expe- rienced safety representative at the site whose duties and GC-26 responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and pro- grams. Hazard Communication Programs: 6.22. CONTRACTOR shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication int'ormation required to be made available to or exchanged between or among employers at the site in accor- dance ~ith Laws or Regulations. Emergencies: 6.23. In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto. CONTRACTOR. without special instruction or au- thorization from OWNER or ENGINEER, is obligated to act to prevent threatened damage, injury or loss. CON- TRACTOR shall give ENGINEER prompt written notice if CONTRACTOR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If ENGINEER determines that a change in the Contract Documents is required because of the action taken by CONTRACTOR in response to such an emergency, a Work Change Directive or Change Order will be issued to document the consequences of such action. 6.24. Shop Drawings and Samples: 6.24.1. CONTRACTOR shall submit Shop Drawings to ENG1NEER for review and approval in accordance with the accepted schedule of Shop Drawings and Sample submittals Isee paragraph 2.91. All submittals will be identified as ENGINEER may rec,,ire and in the number of copies specified in the Gener, ,~,equirements. The data shown on the Shop Drawings will be complete with respect to quanti- ties. dimensions, specified performance and design criteria. materials and similar data to show ENGINEER the materi- als and equipment CONTRACTOR proposes to provide and to enable ENGlNEER to review the int'ormation for the limited purposes required by paragraph 6.26. 6.24.2. CONTRACTOR shall also submit Samples to ENGINEER for review and approval in accordance with said accepted schedule of Shop Drawings and Sample sub- mittals. Each Sample will be identified clearly as to material, Supplier, pertinent data such as catalog numbers and the use for ~hich intended and otherwise as ENGINEER may require to enable ENG1NEER to review the submittal for the limited purposes required by paragraph 6.26. The num- bers of each Sample to be submitted will be as specified in the Specifications. 6.25. Submittal Procedures: 6.25.1. Before submitting each Shop Drawing or Sam- pie. CONTRACTOR shall have determined and verified: 6.25. I.I. aii field measurements, quantities, dimen- sions, specified performance criteria, installation require- ments, materials, catalog numbers and similar information with respect thereto. 6.25.1.2. all materials with respect to intended use, fabrication, shipping, handling, storage, assembly and installation pertaining to the performance of the Work, and 6.25.1.2. all information relative to CONTRACTOR's sole responsibilities in respect of means, methods, tech- niques, sequences and procedures of construction and safety precautions and programs incident thereto. CONTRACTOR shall also have reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents. 6.25.2. Each submittal will bear a stamp or specific written indication that CONTRACTOR has satisfied CON- TRACTOR's obligations under the Contact Documents with respect to CONTRACTOR'S review and approval of that submittal. 6.25.3. At the time of each submission. CONTRACTOR shall give ENGINEER specific written notice of such van- ations, it' any, that the Shop Drawing or Sample submitted may have from the requirements of the Contract Documents. such notice to be in a written communication separate from the submittal; and. in addition, shall cause a specific notation to be made on each Shop Drawing and Sample submitted to ENGINEER for review and approval of each such variation, 6.26. ENGINEER will reviewand approve Shop Drawings and Samples in accordance ~ ith the schedule of Shop Draw- ings and Sample submittals accepted by ENGINEER as re- quired by paragraph 2.9. ENGINEER's review and approval will be only to determine if the items covered by the submittals will. alter installation or incorporation in the Work. conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. ENGINEER's review and approval will not extend to means, methods, techniques, sequences or procedures of construction (except where a particular means, method, technique, se- quence or procedure of construction is specifically and ex- pressly called for by the Contract Documents} or to safety precautions or programs incident thereto. The review and approval ora separate item as such will not indicate approval of the assembly in which the item functions. CONTRACTOR shall make corrections required by ENGINEER, and shall return the required number of corrected copies of Shop Draw- ings and submit as required new Samples for review and approval. CONTRACTOR shall direct specific attention in writing to revisions other than the corrections called for by ENGINEER on previous submittals. 6.27. ENGINEER's review and approval of Shop Draw- ings or Samples shall not relieve CONTRACTOR from respon- sibility for any variation from the requirements of the Contract GC-27 Documents unless CONTRACTOR has in writing called EN- GINEER's attention to each such variation at the time of submission as required by paragraph 6.25.3 and ENGINEER has given ~ritten approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample approval: nor will any approval by ENGINEER relieve CONTRACTOR from responsibility for complying ~ ith the requirements of paragraph 6.25. I. 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 paragraph 2.9. any related Work performed prior to ENGI- NEER's revie~ and approval of the pertinent submittal will be at the sole expense and responsibility of CONTRACTOR. Continuing the Work: 6.29. CONTRACTOR shall carry on the Work and adhere to the pro~ess schedule during all disputes or disagreements with OWNER. No Work shall be delayed or postponed pend- ing resolution of any disputes or disagreements, except as permitted ~'3 paragraph 15.5 or as OWNER and CONTRAC- TOR may' otherwise agree in writing. 6.30. C03TRACTOR's General Warranty and Guarantee: 6.30.1. CONTRACTOR warrants and guarantees to OWNER. ENGINEER and ENGINEER's Consultants that all Work ~gill be in accordance with the Contract Documents and will not be defective. CONTRACTOR's warranty and guarantee hereunder excludes detects or damage caused by: 6.30. I. 1. abuse, modification orimproper maintenance or operauon by persons other than CONTRACTOR. Sub- contractors or Suppliers: or 6.30.1.2. normal wear and tear under normal usage. 6.30.2. CONTRACTOR's obligation to perform and com- plete the 9,'ork in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of CONTRACTOR's obli- gation to perform the Work in accordance with the Contract Documents: 6.30.2.1. observations by ENGINEER; 6.30.2.3. recommendation of any progress or final payment by ENGINEER; 6.30.2.3. Com01etion TOR under the issuance of a certificate of Substantial or any payment by OWNER to CONTRAC- the Contract Documents; 6.30.2.4. u~.e or occupancy of the Work or any part thereof by OWNER: 6.30.2.5. any acceptance by OWNER or any failure to do so; 6.30.2.6. any review and approval of a Shop Drawing or Sample submittal or the issuance of a notice of accept- ability by ENGINEER pursuant to paragraph 14.13; 6.30.2.7. any inspection, test or approval by others; or 6.30.2.8. anycorrectionofdefectiveWorkbyOWNER. Indemnification: 6.31. To the fullest extent permitted by Laws and Regula- tions, CONTRACTOR shall indemnify and hold harmless OWNER, ENGINEER, ENGINEER's Consultants and the officers, directors, employees, agents and other consultants of each and any of them from and against all claims, costs, losses and damages {including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) caused by, arising out of or resulting from the performance of the Work. provided that any such claim, cost. loss or damage: Ii) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property Iother than the Work itself), including the loss of use resulting therefrom, and liil is caused in whole or in part by any negligent act or omission of CONTRACTOR, any Subcontractor. any Supplier, any person or organization directly or indirectly employed by any of them to perlbrm or furnish any of the Work or anyone for whose acts any of them may be liable, regardless of whether or not caused in part by any negligence or omission ora person or entity indemnified hereunder or whether liability is imposed upon such indemnified party by Laws and Regulations regard- less of the negligence of any such person or entity. 6.32. In any and all claims against OWNER or ENGI- NEER or any of their respective consultants, agents, officers, directors or employees by any employee tot the survivor or personal representative of such employee) of CONTRACTOR. any Subcontractor. any Supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under paragraph 6.31 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for CONTRACTOR or any such Subcontractor, Supplier or other person or organization under workers' compensation acts. disability benefit acts or other employee benefit acts. 6.33. The indemnification obligations of CONTRACTOR under paragraph 6.31 shall not extend to the liability of ENGI- NEER and ENGINEER's Consultants, officers, directors, employees or agents caused by the professional negligence. errors or omissions of any of them. Survival of Obh'gations: 6.34. All representations, indemnifications, warranties and guarantees made in. required by or given in accordance with GC-28 thc Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final pay- ment, completion and acceptance of the Work and termination or completion of the Agreement. ARTICLE 7--OTHER WORK Related Work at Site: 7.1. OWNER may perlbrm other work related to the Project at the site by OWNER's own forces, or let other direct contracts therefor which shall contain General Condi- tions similar to these, or have other work performed by utility owners. If the fact that such other work is to be performed was not noted in the Contract Documents, then: 6) ~ritten notice thereof will be given to CONTRACTOR prior to starting any such other work. and Iii) CONTRAC- TOR may make a claim therefor as provided in Articles II and 12 if CONTRACTOR believes that such performance will involve additional expense to CONTRACTOR or re- quires additional time and the parties are unable to agree as to the amount or extent thereof. 7.2. CONTRACTOR shall at'ford each other contractor who is a party to such a direct contract and each utility owner land OWNER. if OWNER is performing the addi- tional work with OWNER's employeesl proper and sale access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work and shall properly connect and coordinate the Work with theirs. Unless otherwise provided in the Contract Documents, CONTRACTOR shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and inte- grate with such other work. CONTRACTOR shall not en- danger any work of others by cutting, excavating or other- wise altering their work and will only cut or alter their work with the written consent of ENGINEER and the others whose work will be affected. The duties and responsibilities of CONTRACTOR under this paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of CON- TRACTOR in said direct contracts between OWNER and such utility owners and other contractors. 7.3. If the proper execution or results of any part of CONTRACTOR's Work depends upon work performed by others under this Article 7. CONTRACTOR shall inspect such other work and promptly report to ENGINEER in writing any delays, detects or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of CONTRACTOR's Work. CONTRACTOR's failure so to report will constitute an acceptance of such other work as fit and proper for integration with CONTRACTOR's Work except for latent or nonapparent defects and deficiencies in such other work. Coordination: 7.4. If OWNER contracts with others for the performance of other work on the Project at the site. the following will be set forth in Supplementary Conditions: 7.4.1. the person, firm or corporation who will have authority and responsibility for coordination of the activities 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 7.4.3. the extent of such authority and responsibilities will be provided. Unless otherwise provided in the Supplementary Condi- tions. OWNER shall have sole authority and responsibility in respect of such coordination. ARTICLE 8--OWNER'S RESPONSIBILITIES 8. I. Except as otherwise provided in these General Condi- tions. OWNER shall issue all communications to CONTRAC- TOR through ENGINEER. &2. In case of termination of the employment of ENGI- NEER, OWNER shall appoint an engineer against whom CONTRACTOR makes no reasonable objection, whose status under the Contract Documents shall be that of the former ENGINEER. 8.3. OWNER shall fumish the data required of OWNER under the Contract Documents promptly and shall make pay- ments to CONTRACTOR promptly when they are due as provided in paragraphs 14.4 and 14.13. 8.4. OWNER's duties in respect of providing lands and easements and providing engineenng surveys to establish ref- erence points are set forth in paragraphs 4. I and 4.4. Paragraph 4.2 refers to OWNER's identifying and making available to CONTRACTOR copies of reports of explorations and tests of ~ubsufface conditions at the site and drawings of physical conditions in existing structures at or contiguous to the site that have been utilized by ENGINEER in preparing the Contract Documents. 8.5. OWNER's responsibilities in respect of purchasing and maintaining liability and property insurance are set forth in paragraphs 5.5 through 5.10. 8.6. OWNER is obligated to execute Change Orders as indicated in paragraph 10.4. 8.7. OWNER's responsibility in respect of certain inspec- tions, tests and approvals is set forth in paragraph 13.4. 8.8. In connection with OWNER's right to stop Work or suspend Work, see paragraphs 13.10 and 15.1. Paragraph 15.2 deals with OWNER's right to terminate services of CON- TRACTOR under certain circumstances. GC-29 8.9. The OWNER shall not supervise, direct or have control or authority over. nor be responsible for, CONTRAC- TOWs means, methods, techniques, sequences or procedures of construction or thc safety precautions and programs incident thereto, or for any lhilure of CONTRAC'I~R to comply with Laws and Regulations applicable to the furnishing or perfor- mance of the Work. OWNER will not be responsible for CONTRACTOR's failure to perform or furnish the Work in accordance with the Contract Documents. 8.10. OWNER'S responsibility in respect of undisclosed Asbestos. PCBs. Petroleum. Hazardous Waste or Radioactive Materials uncovered or revealed at the site is set forth in paragraph 4.5. 8.11. If and to the extent OWNER has agreed to furnish CONTRACTOR reasonable evidence that financial arrange- ments have been made to satisfy OWNER's obligations under the Contract Documents. OWNER's responsibility in respect thereof will be as set forth in the Supplementary Conditions. observations of CONTRACTOR's Work ENGINEER will not supervise, direct, control or have authority over or be respon- sible for CONTRACTOR's means, methods, techniques, se- quences or procedures of construction, or the safety precau- tions and programs incident thereto, or for any failure of CONTRACTOR to comply with Laws and Regulations appli- cable to the furnishing or performance of the Work. Project Representative: 9.3. If OWNER and ENGINEER agree, ENGINEER will furnish a Resident Project Representative to assist ENGI- N EER in providing more continuous observation of the Work. The responsibilities and authority and limitations thereon of any such Resident Project Representative and assistants will be as provided in paragraph 9.13 and in the Supplementary Conditions. If OWNER designates another representative or agent to represent OWNER at the site who is not ENGi- NEER's Consultant. agent or employee, the responsibilities and authority and limitations thereon of such other person will be as provided in the Supplementary Conditions. ARTICLE 9--ENGINEER'S STATUS DURING CONSTRUCTION OWNER's Representative: 9.1. ENGINEER will be OWNER's representative during the construction period. The duties and responsibilities and the limitations of authority of ENGINEER as OWNER's repre- sentative dunng construction are set foeth in the Contract Documents and shall not be extended without written consent of OWNER and ENGINEER. Visits to Site: 9.2. ENGINEER will make visits to the site at intervals appropriate to the various stages of construction as ENGI- NEER deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of CONTRAC- TOWs executed Work. Based on information obtained during such visits and observations. ENGINEER will endeavor for the benefit of OWNER to determine, in general, if the Work is proceeding in accordance with the Contract Documents. EN- GINEER will not be required to make exhaustive or continu- ous on-site inspections to check the quality or quantity of the Work. ENGINEER's efforts will be directed toward providing for OWN ER a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and on-site observations, ENGINEER 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 limitations on ENGINEER's authority and responsibility set forth in paragraph 9.13. and particularly, but without limitation, during or as a result of ENGINEER's on-site visits or Clarifications and Interpretations: 9.4. ENGINEER will issue with reasonable promptness such written clarifications or interpretations of the require- ments of the Contract Documents {in the tbrm of Drawings or otherwise) as ENGINEER may determine necessary, which shall be consistent with the intent of and reasonably inferable from Contract Documents. Such written clarifications and interpretations will be binding on OWNER and CONTRAC- TOR. If OWNER or CONTRACTOR believes that a written clarification or interpretation justifies an adjustment in the Contract Price or the Contract Times and the parties are unable to agree to the amount or extent thereof, if any, OWNER or CONTRACTOR may make a written claim therefor as pro- vided in Article 11 or Article 12. Authorized Variations in Work: 9.5. ENG1NEER may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are com0atible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on OWNER and also on CONTRACTOR who shall perform the Work involved promptly. If OWNER or CONTRACTOR believes that a Field Order justifies an adjustment in the Contract Price or the Contract Times and the parties are unable to agree as to the amount or extent thereof, OWNER or CONTRACTOR may make a written claim therefor as provided in Article I 1 or 12. Rejecting Defective Work: 9.6. ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, or GC-30 that ENGINEER believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. ENGINEER will also have authority to require special inspec- tion or testing of the Work as provided in paragraph 13.9. whether or not the Work is fabricated, installed or completed. Shop Drawings, Change Orders and Payments: 9.7. In connection with ENGINEER's authority as to Shop Drawings and Samples, see paragraphs 6.24 through 6.28 inclusive. 9.8. In connection with ENGINEER's authority as to Change Orders, see Articles 10. I l, and 12. 9.9. In connection with ENGINEER's authority as to Applications for Payment. see Article 14. Determinat~ns for Unit Prices: 9.10. ENGINEER will determine the actual quantities and classifications of Unit Price Work performed by CONTRAC- TOR. ENGINEER will review with CONTRACTOR the EN- GINEER's preliminary determinations on such matters before rendering a written decision thereon tby recommendation of an Application for Payment or otherwise}. ENGINEER's written decision thereon will be final and binding upon OWNER and CONTRACTOR, unless, within ten days after the date of any such decision, either OWNER or CONTRACTOR delivers to the other and to ENGINEER written notice of intention to appeal from ENGINEER's decision and: (i) an appeal from ENGINEER's decision is taken within the time limits and in accordance with the procedures set forth in Exhibit GC-A, "Dispute Resolution Agreement." entered into between OWNER and CONTRACTOR pursuant to Article 16, or (ii) if no such Dispute Resolution Agreement has been entered into. a formal proceeding is instituted by the appealing party in a forum of competent jurisdiction to exercise such rights or remedies as the arrealing party may have with respect to ENGINEER's decJ:,;on, unless otherwise agreed in writing by OWNER and CONTRACTOR. Such appeal will not be subject to the procedures of paragraph 9. l I. Decisions on Disputes: 9. Il. ENGINEER will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes and other matters relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing of the Work and Claims under Articles I1 and 12 in respect of changes in the Contract Price or Contract Times will be referred initially to ENGINEER in writing with a request for a formal decision in accordance with this paragraph. Written notice of each such claim, dispute or other matter will be delivered by the claimant to ENGINEER and the other party to the Agreement promptly (but in no event later than thirty days) after the start of the occurrence or event giving rise thereto, and written supporting data will be submitted to ENGINEER and the other party within sixty days after the start of such occurrence or event unless ENGlNEER allows an additional period of time for the submission 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 thirty days after receipt of the claimant's last submittal ~unless ENGINEER allows additional time). ENGINEER will render a formal decision in writing within thirty days after receipt of the opposing party's submittal, if any, in accordance with this paragraph. ENGINEER's written decision on such claim. dispute or other matter will be final and binding upon OWNER and CONTRACTOR unless: Ii) an appeal from ENGINEER's decision is taken within the time limits and in accordance with the procedures set forth in EXH1BIT GC-A, "Dispute Reso- lution Agreement," entered into between OWNER and CON- TRACTOR pursuant to Article 16. or {ii) if no such Dispute Resolution Agreement has been entered into, a written notice of intention to appeal from ENGINEER's written decision is delivered by OWNER or CONTRACTOR to the other and to NG1NEER within thirty days after the date of such decision and a formal proceeding is instituted by the appealing party in a forum of competent jurisdiction to exercise such rights or remedies as the appealing party may have with respect to such claim, dispute or other matter in accordance with applicable Laws and Regulations within sixty days of the date of such decision, unless otherwise agreed in writing by OWNER and CONTRACTOR. 9.12. When functioning as interpreter and .judge under paragraphs 9.10 and 9. I I, ENGINEER will not show partiality to OWNER or CONTRACTOR and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering of a decision by ENGINEER pursuant to paragraphs 9. l0 or 9.11 with respect to any such claim, dispute or other matter (except any which have been waived by the making or acceptance of final payment as provided in paragraph 14.16) will be a condition precedent to any exercise by OWNER or CONTRACTOR of such rights or remedies as either may otherwise have under the Contract Documents or by Laws or Regulations in respect of any such claim, dispute or other matter pursuant to Article 16. 9.13. Limitations on ENGINEER's Authority, and Responsibilities: 9.13.1. Neither ENGINEER's authority or responsibil- ity under this Article 9 or under any other provision of the Contract Documents nor any decision made by ENGINEER in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise or performance of any authority or responsibility by ENGINEER shall create, impose or give rise to any duty owed by ENGINEER to CONTRACTOR, any Subcontractor. any Supplier. any other person or organization, or to any surety for or em- ployee or agent of any of them. GC-31 9.13.2. ENGINEER will not supervise, direct, con- trol or have authority over or be responsible for CONTRACTOR's means, methods, techniques, se- quences or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of CONTRACTOR to comply with Laws and Regulations applicable to the furnishing or perfor- mance of the Work. ENGINEER will not be respon- sible for CONTRACTOR's failure to perform or fur- nish the Work in accordance with the Contract Documents. 9.13.3. ENGINEER will not be responsible for the acts or omissions of CONTRACTOR or of any Sub- contractor, any Supplier, or of any other person or organization performing or furnishing any of the Work. 9.13.4. ENGINEER's review of the final Applica- tion for Payment and accompanying documentation and all maintenance and operating instructions, sched- ules, guarantees, bonds and certificates of inspection. tests and approvals and Other documentation required to be delivered by paragraph 14.12 will only be to determine generally that their content complies with the requirements of. and in the case of certificates of inspections, tests and approvals that the results certi- fied indicate compliance with, the Contract Docu- ments. 9.13.5. The limitations upon authority and respon- sibility set forth in this paragraph 9.13 shall also apply to ENGINEER's Consultants. Resident Project Rep- resentative and assistants. ARTICLE 10--CHANGES IN THE WORK 10.1. Without invalidating the Agreement and without notice to any surety, OWNER may, at any time or from time to time. order additions, deletions or revisions in the Work. Such additions, deletions or revisions will be authorized by a Written Amendment, a Change Order. or a Work Change Directive. Upon receipt of any such document, CONTRAC- TOR shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically pro- vided). 10.2. If OWNER and CONTRACTOR are unable to agree as to the extent, if any, of an adjustment in the Contract Price or an adjustment of the Contract Times that should be allowed as a result of a Work Change Directive. a claim may be made therefor as provided in Article I I or Article 12. 10.3. CONTRACTOR shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any Work performed that is not required by the Contract Documents as amended, modified and supplemented as provided in paragraphs 3.5 and 3.6 except in the case of an emergency as provided in paragraph 6.23 or in the case of uncovering Work as provided in paragraph 13.9. 10.4. OWNER and CONTRACTOR shall execute appro- priate Change Orders recommended by ENGINEER (or Writ- ten Amendments) coveting: 10.4.1. changes in the Work which are 6) ordered by OWNER pursuant to paragraph 10. I, (ii) required because of acceptance of defective Work under paragraph 13.13 or correcting defective Work under paragraph 13.14, or (iii) agreed to by the parties; 10.4.2. changes in the Contract Price or Contract Times which are agreed to by the parties; and 10.4.3. changes in the Contract Price or Contract Times which embody the substance of any written decision ren- dered by ENGINEER pursuant to paragraph 9.11; provided that. in lieu of executing any such Change Order. an appeal may be taken from any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations. but during any such appeal, CON- TRACTOR shall carry, on the Work and adhere to the progress schedule as provided in paragraph 6.29. 10.5. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (includ- ing, but not limited to, Contract Price or Contract Times) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be CONTRACTOR's respon- sibility, and the amount of each applicable Bond will be adjusted accordingly. ARTICLE I IICHANGE OF CONTRACT PRICE 11.1. The Contract Price constitutes the total compensa- tion (subject to authorized adjustments} payable to CON- TRACTOR for performing the Work. All duties, responsibili- ties and obligations assigned to or undertaken by CONTRACTOR shall be at CONTRACTOR's expense without change in the Contract Price. 11.2. The Contract Price may only be changed by a Change Order or by a Written Amendment. Any claim for an adjust- ment in the Contract Price shall be based on written notice delivered by the party making the claim to the other party and to ENGINEER promptly Ibut in no event later than thirty days} after the start of the occurrence or event giving rise to the claim and stating the general nature of the claim. Notice of the amount of the claim with supporting data shall be delivered within sixty days after the start of such occurrence or event (unless ENGINEER allows additional time for claimant to submit additional or more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the adjustment claimed covers all known amounts to which the claimant is entitled as a result of said occurrence or event. All claims for adjustment in the Contract Price shall be determined by ENGINEER in accordance with paragraph 9.11 if OWNER and CONTRACTOR cannot otherwise agree on the amount involved. No claim for an adjustment in the Contract Price will GC-32 be valid if not submitted in accordance with this paragraph Il.2. I 1.3. The value of any Work covered by a Change Order or of any claim for an adjustment in the Contract Price will be determined as follows: 11.3.1. where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of paragraphs Il.9.1 through 11.9.3. inclusivel: 11.3.2. where the Work involved is not covered by unit prices contained in the Contract Documents. by a mutually agreed lump sum Iwhich may include an allowance for overhead and profit not necessarily in accordance with paragraph I 1.6.2): 11.3.3. where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under paragraph I 1.3.2, on the basis of the Cost of the Work (determined as provided in paragraphs I 1.4 and Il.5) plus a CONTRACTOR's fee for overhead and profit Idetermined as provided in paragraph I I Cost of the Work: I 1.4. The term Cost of the Work means the sum of all costs necessarily incurred and paid by CONTRACTOR in the proper performance of the Work. Except as otherwise may be agreed to in writing by OWNER. such costs shall be in amounts no higher than those prevailing in the locality of the Project. shall include only the following items and shall not include any of the costs itemized in paragraph 11.5: I 1.4. I. Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work under schedules of job classifications agreed upon by OWNER and CONTRACTOR. Such employees shall include without lim- itation superintendents, foremen and other personnel em- ployed full- time at the site. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to. salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, work- ers' compensation, health and retirement benefits, bonuses. sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work after regular working hours. on Saturday, Sunday or legal holidays, shall be included in the above to the extent authorized by OWNER. I 1.4.2. Cost of all materials and equipment furnished and incorporated in the Work. including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. Ail cash discounts shall accrue to CONTRACTOR unless OWNER deposits funds with CON- TRACTOR with which to make payments, in which case the cash discounts shall accrue to OWNER. All trade discounts. rebates and refunds and returns from sale of surplus materi- als and equipment shall accrue to OWNER. and CON- TRACTOR shall make provisions so that they may be obtained. 11.4.3. Payments made by CONTRACTOR to the Sub- contractors for Work performed or furnished by Subcontrac- tors. If required by OWNER, CONTRACTOR shall obtain competitive bids from subcontractors acceptable to OWNER and CONTRACTOR and shall'deliver such bids to OWNER who will then determine, with the advice of ENGINEER. which bids. if any, will be accepted. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work Plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as CONTRACTOR's Cost of the Work and fee as provided in paragraphs 11.4, 11.5. I 1.6 and Il.7. All subcontracts shall be subject to the other provisions of the Contract Documents insofar as applicable. 11.4.4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, survey- ors, attorneys and accountants) employed for services spe- cifically related to the Work. 11,4.5. Supplemental costs including the following: 11.4.5.1, The proportion of necessary transportation, travel and subsistence expenses of CONTRACTOR's em- ployees incurred in discharge of duties connected with the Work. 11.4.5.2. Cost. including transportation and mainte- nance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the site and hand tools not owned by the workers, which are con- sumed in the performance of the Work, and cost less market value of such items used but not consumed which remain the property of CONTRACTOR. 11.4.5.3. Rentals of all construction equipment and machinery and the parts thereof whether rented from CONTRACI~R or others in accordance with rental agree- ments approved by OWNER with the advice of ENGI- NEER. and the costs of transportation, loading, unload- ing. installation, dismantling and removal thereof all in accordance with the terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work. 11,4.5.4. Sales, consumer, use or similar taxes related to the Work. and for which CONTRACTOR is liable. imposed by Laws and Regulations. 11.4.5.5. Deposits lost for causes other than negli- gence of CONTRACTOR, any Subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. GC-33 11.4.5.6. Losses and damages (and related expenses1 caused by damage to the Work, not compensated by insurance or otherwise, sustained by CONTRACTOR in connection with the pertbrmance and furnishing of the Work lexcept losses and damages within the deductible amounts of property insurance established by OWNER in accordance with paragraph 5.9). provided they have re- suited from causes other than the negligence of CON- TRACTOR. any Subcontractor. or anyone directly or indirectly employed by any of them or tbr whose acts any of them may be liable. Such losses shall include settle- ments made with the written consent and approval of OWNER. No such losses, damages and expenses shall be included in the Cost of the Work for the purpose of determining CONTRACTOR's fee. If. however, any such loss or damage requires reconstruction and CONTRAC- TOR is placed in charge thereof, CONTRACTOR shall be paid for services a fee proportionate to that stated in paragraph II .6.2. 11.4.5.7. The cost of utilities, fuel and sanitary facili- ties at the site. 11.4.5.8. Minor expenses such as telegrams, long dis- tance telephone calls, telephone service at the site, ex- pressage and similar petty cash items in connection with the Work. 11.4.5.9. Cost of premiums for additional Bonds and insurance required because of changes in the Work. 11.5. The term Cost of the Work shall not include any of the following: 11.5.1. Payroll costs and other compensation of CON- TRACTOR's officers, executives, principals (or' partnership and sole propnetorshipsl, general managers, engineers, ar- chitects, estimators, attorneys, auditors, accountants, pur- chasing and contracting agents, expediters, timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in CONTRACTOR's principal or a branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in paragraph I 1.4.1 or specifically covered by paragraph I 1.4.4--all of which are to be consid- ered administrative costs covered by the CONTRACTOR's fee. 11.5.2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR's office at the site. 11.5.3. Any part of CONTRACTOR's capital expenses, including interest on CONTRACTOR's capital employed for the Work and charges against CONTRACTOR for delin- quent payments. 11.5.4. Cost of premiums for all Bonds and for all insurance whether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except for the cost of premiums covered by subparagraph 11.4.5.9 aboveL 11.5.5. Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly em- ployed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied and making good any damage to property. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in paragraph I 1.4. 11.6. The CONTRACTOR's fee allowed to CONTRAC- TOR for overhead and profit shall be determined as follows: 11.6. I. a mutually acceptable fixed fee: or 11.6.2. if a fixed fee is not agreed upon. then a fee based on the following percentages of the various portions of the Cost of the Work: 11.6.2.1. for costs incurred under paragraphs 11.4.1 and 11.4.2. the CONTRACTOR's fee shall be fifteen percent: 11.6.2.2. for costs incurred under paragraph 11.4.3. the CONTRACTOR's fee shall be live percent: 11.6.2.3. where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon. the intent of paragraphs 11.4.1, 11.4.2, I 1.4.3 and 11.6.2 is that the Subcontractor who actually per~brms or furnishes the Work, at whatever tier, will be paid a fee of fifteen percent of the costs incurred by such Subcontractor under paragraphs I 1.4. I and I 1.4.2 and that any higher tier Subcontractor and CONTRACTOR will each be paid a fee of five percent of the amount paid to the next lower tier Subcontractor: 11.6.2.4. no fee shall be payable on the basis of costs itemized under paragraphs I 1.4.4, 11.4.5 and 11.5; I 1.6.2.5. the amount of credit to be allowed by CON- TRACTOR to OWNER for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in CONTRACTOR's fee by an amount equal to five percent of such net decrease; and 11.6.2.5. when both additions and credits are involved in any one change, the adjustment in CONTRACTOR's fee shall be computed on the basis of the net change in accordance with paragraphs 11.6.2.1 through !1.6.2.5, inclusive. 11.7. Whenever the cost of any Work is to be determined pursuant to paragraphs 11.4 and 11.5, CONTRACTOR will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in form acceptable to ENGINEER an itemized cost breakdown to- gether with supporting data. GC-34 ~a~h Allowa~s: 11.8. It is understood that CONTRACTOR has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be fur- nished and performed for such sums as may be acceptable to OWNER and ENGINEER. CONTRACTOR agrees that: 11.8.1. the allowances include the cost to CONTRAC- TOR (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the site, and all applicable taxes: and 11.8.2. CONTRACTOR's costs for unloading and han- dling on the site, labor, installation costs, overhead, profit and other expenses contemplated for the allowances have been included in the Contract Price and not in the allowances and no demand for additional payment on account of any of the foregoing will be valid. Prior to final payment, an appropriate Change Order will be issued as recommended by ENGINEER to reflect actual amounts due CONTRACTOR on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.9, Unit Price Work: I 1.9.1. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the established unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifica- tions of Unit Price Work performed by CONTRACTOR will be made by ENGINEER in accordance with paragraph 9.10. 11.9.2. Each unit price will be deemed to include an amount considered by CONTRACTOR to be adequate to cover CONTRACTOR's overhead and profit for each sepa- rately identified item. 11.9.3. OWNER or CONTRACTOR may make a claim for an adjustment in the Contract Price in accordance with Article 11 if: 11.9.3.1. the quantity of any item of Unit Price Work performed by CONTRACTOR differs materially and sig- nificantly from the estimated quantity of such item indi- cated in the Agreement; and 11.9.3.2. there is no corresponding adjustment with respect to any other item of Work: and 1.9.3.3. if CONTRACTOR believes that CONTRAC- TOR is entitled to an increase in Contract Price as a result of having incurred additional expense or OWNER be- lieves that OWNER is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease. ARTICLE 12---CHANGE OF CONTRACT TIMES 12.1. The Contract Times (or Milestonesl may only be changed by a Change Order or a Written Amendment. Any claim for an adjustment of the Contract Times (or Milestones~ shall be based on written notice delivered by the party making the claim to the other party and to ENGINEER promptly (but in no event later than thirty days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Notice of the extent of the claim with supporting data shall be delivered within sixty days after such occurrence mnless ENGINEER allows an additional period of time to ascertain more accurate data in support of the claiml and shall be accompanied by the claimant's written statement that the adjustment claimed is the entire adjustment to which the 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 tot Milestonesl shall be determined by ENGI- NEER in accordance with paragraph 9.11 if OWNER and CONTRACTOR cannot otherwise agree. No claim for an adjustment in the Contract Times lot Milestones) will be valid if not submitted in accordance with the requirements of this paragraph 12.1. 12.2. All time limits stated in the Contract Documents are of the essence of the Agreement. 12.3. Where CONTRACTOR is prevented from complet- ing any part of the Work within the Contract Times (or Milestonesi due to delay beyond the control of CONTRAC- TOR. the Contract Times (or Milestones} will be extended in an amount equal to the time lost due to such delay if a claim is made therefor as provided in paragraph 12.1. Delays beyond the control of CONTRACTOR shall include, but not be limited to. acts or neglect by OWNER. acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7. fires, floods, epidemics, abnormal weather condi- tions or acts of God. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of CONTRACTOR. 12.4. Where CONTRACTOR is prevented from complet- ing any part of the Work within the Contract Times lot Milestonesl due to delay beyond the control of both OWNER and CONTRACTOR, an extension of the Contract Times ~or Milestones) in an amount equal to the time lost due to such delay shall be CONTRACTOR's sole and exclusive remedy for such delay. In no event shall OWNER be liable to CONTRAC- TOR, any Subcontractor, any Supplier. any other person or organization, or to any surety for or employee or agent of any of them, for damages arising out of or resulting from Ii) delays caused by or within the control of CONTRACTOR, or Cji) GC-35 delays beyond the control of both parties including but not limited to Ires. floods, epidemics, abnormal weather condi- tions, acts of God or acts or neglect by utility owners or other contr:~ctors performing other work as contemplated by Article 7. ARTICLE 13--TESTS AND INSPECTIONS: CORRECTION. REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13. I. Notice of Defects: Prompt notice of all defective Work of which OWNER or ENGINEER have actual knowl- edge will be given to CONTRACTOR. All defective Work may be rejected, corrected or accepted as provided in this Article 13. approval. CONTRACTOR shall also be responsible for arrang- ing and obtaining and shall pay all costs in connection with any inspections, tests or approvals required for OWNER's and ENGINEER's acceptance of materials or equipment to be incorporated in the Work, or of materials, mix designs, or equipment submitted for approval prior to CONTRACTOR's ~urchase thereof for incorporation in the Work. 13.6. If any Work (or the work of others} that is to be respected, tested or approved is covered by CONTRACTOR without written concurrence of ENGINEER, it must, if re- quested by ENGINEER. be uncovered for observation. 13.7. Uncovering Work as provided in paragraph 13.6 shall be at CONTRACTOR's expense unless CONTRACTOR has given ENGINEER timely notice of CONTRACTOR's inten- tion to cover the same and ENGINEER has not acted with reasonable promptness in response to such notice. Access to 14brk: 13.2. OWNER, ENGINEER, ENGINEER's Consultants. other representatives and personnel of OWNER. independent testing laboratories and governmental agencies with jurisdic- tional interests will have access to the Work at reasonable times for their observation, inspecting and testing. CONTRACTOR shall provide them proper and safe conditions for such access and advise them of CONTRACTOR's site safety procedures and programs so that they may comply therewith as applicable. Tests and Inspections: 13.3. CONTRACTOR shall give ENGINEER timely no- tice of readiness of the Work for all required inspections, tests or approvals, and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. 13.4. OWNER shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests, or approvals required by the Contract Documents except: 13.4.1. for inspections, tests or approwtls covered by paragraph 13.5 below: 13.4.2. that costs incurred in connection with tests or inspections conducted pursuant to paragraph 13.9 below shall be paid as provided in said paragraph 13.9: and 13.4.3. as otherwise specifically provided in the Con- tract Documents. 13.5. If Laws or Regulations of any public body having jurisdiction require any Work lot part thereot) specifically to be inspected, tested or approved by an employee or other repre- sentative of such public body, CONTRACTOR shall assume full responsibility for arranging and obtaining such inspections, tests or approvals, pay all costs in connection therewith, and furnish ENGINEER the required certificates of inspection, or Uncovering Work: 13.8. If any Work is covered contrary to the written request of ENGINEER, it must, if requested by ENGINEER, be uncovered for ENGINEER's observation and replaced at CONTRACTOR's expense. 13.9. If ENGINEER considers it necessary or advisable that covered Work be observed by ENGINEER or inspected or tested by others. CONTRACTOR. at ENGINEER's re- 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 labor, material and equipment. If it is tbund that such Work is defective, CONTRACTOR shall pay all claims, costs, losses and damages caused by, arising out of or resulting from such uncovering, exposure, observation, inspection and testing and of satisfactory replacement or reconstruction l including but not limited to all costs of repair or replacement of work of others}: and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, may make a claim therefor as provided in Article 11. If, however, such Work is not found to be defective. CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Times (or Milestonesi, or both. directly attributable to such uncovering, exposure, ob- servation, inspection, testing, replacement and reconstruction: and, if the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a claim therefbr as pro- vided in Articles II and 12. OWNER May Stop the Work: 13. I0. If the Work is d¢~fective, or CONTRACTOR tails to supply sufficient skilled workers or suitable materials or equip- ment. or fails to furnish or pert'om the Work in such a way that the completed Work will contbrm to the Contract Documents. OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause tbr such order has been eliminated: however, this right of OWNER to stop the Work GC-36 shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any surety or other party. Correction or Removal of Defective Work: 13.11. If required by ENGINEER, CONTRACTOR shall promptly, as directed, either correct all defective Work, whether or not fabricated, installed or completed, or, if the Work has been rejected by ENGINEER, remove it from the site and replace it with Work that is not defective. CONTRACI~R shall pay all claims, costs, losses and damages caused by or resulting from such correction or removal {including but not limited to all costs of repair or replacement of work of others}. 13.12. Correction Period: 13.12.1. If within one year after the date of Substantial Completion or such longer period of time as may be pre- scribed by Laws or Regulations or by the terms of any applicable special guarantee required by the Contract Doc- uments or by any specific provision of the Contract Docu- ments, any Work is found to be defective, CONTRACTOR shall promptly, without cost to OWNER and in accordance with OWNER's written instructions: (i) correct such defec- tive Work, or, if it has been rejected by OWNER, remove it from the site and replace it with Work that is not defective. and (ii) satisfactorily correct or remove and replace any damage to other Work or the work of others resulting therefrom. If CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, OWNER may have the defective Work corrected or the rejected Work removed and replaced, and all claims, costs, losses and damages caused by or resulting from such re- moval and replacement {including but not limited to all costs of repair or replacement of work of others) will be paid by CONTRACTOR. 13,12.2. In special circumstances where a particular item of equipment is placed in continuous service before Substan- tial Completion of all the Work, the correction period for that item may start to run t¥om an earlier date if so provided in the Specifications or by Written Amendment. 13.12.3. Where defective Work (and damage to other Work resulting therefrom) has been corrected, removed or replaced under this paragraph 13.12, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or re- moval and replacement has been satisfactorily completed. Acceptance of Defective I&brk: 13.13. If, instead of requiting correction or removal and replacement of defective Work, OWN ER {and, prior to ENGI- NEER's recommendation of final payment, also ENGINEER) prefers to accept it, OWNER may do so. CONTRACTOR shall pay all claims, costs, losses and damages attributable to OWNER's evaluation of and determination to accept such defective Work (such costs to be approved by ENGINEER as to reasonableness). If any such acceptance occurs prior to ENGINEER's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work: and OWN ER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefor as provided in Article I I. If the acceptance occurs alter such recommenda- tion, an appropriate amount will be paid by CONTRACTOR to OWNER. OWNER May Correct Defective Work: 13.14. If CONTRACTOR fails within a reasonable time after written notice from ENGINEER to correct d¢[ective Work or to remove and replace rejected Work as required by ENGINEER in accordance with paragraph 13. I I, or if CON- TRACTOR fails to perform the Work in accordance with the Contract Documents, or if CONTRACTOR fails to comply with any other provision of the Contract Documents, OWNER may, after seven days' written notice to CONTRACTOR, correct and remedy any such deficiency. In exercising the fights and remedies under this paragraph OWN ER shall pro- ceed expeditiously. In connection with such corrective and remedial action, OWNER may exclude CONTRACTOR from all or part of the site. take possession of all or part of the Work, and suspend CONTRACTOR's services related thereto, take possession of CONTRACTOR's tools, appliances, construc- tion equipment and machinery at the site and incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere. CONTRACTOR shall allow OWNER. OWNER's representatives, agents and employees. OWNER's other con- tractors and ENGINEER and ENGINEER's Consultants ac- cess to the site to enable OWNER to exercise the fights and remedies under this paragraph. All claims, costs, losses and damages incurred or sustained by OWNER in exercising such fights and remedies will be charged against CONTRACTOR and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work: and OWNER shall be entitled to an appropriate decrease in the Contract Price, and. if the parties are unable to agree as to the amount thereof. OWNER may make a claim therefor as provided in Article I I. Such claims, costs, losses and damages will include but not be limited to all costs of repair or replace- ment of work of others destroyed or damaged by correction. removal or replacement of CONTRACTOR's defective Work. CONTRACTOR shall not be allowed an extension of the Contract Times (or Milestones) because of any delay in the performance of the Work attributable to the exercise by OWN ER of OWNER's rights and remedies hereunder. ARTICLE 14---PAYMENTS TO CONTRACTOR AND COMPLETION Schedule of Values: 14.1. The schedule of values established as provided in paragraph 2.9 will serve as the basis for progress payments and GC-37 will be incorporated into a form of Application for Payment acceptable to ENGINEER. Progress payments on account of Unit Price Work will be based on the number of units com- pleted. Application for Progress Payment: 14.2. At least twenty days before the date established for each progress payment (but not more often than once a month), CONTRACTOR shall submit to ENGINEER for review an Application for Payment filled out and signed by CONTRACTOR covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equip- ment not incorporated in the Work but delivered and suitably stored at the site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale. invoice or other documentation warranting that OWNER has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect OWN ER's interest therein. all of which will be satisfactory to OWNER. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. CONTRACTOR's Warranty. of Tide: 14.3. CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to OWNER no later than the time of payment free and clear of all Liens. Review of Applications for Progress Payment: 14.4. ENGINEER will, within ten days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to OWNER. or return the Application to CONTRACTOR indi- cating in writing ENGINEER's reasons for refusing to recom- mend payment, in the latter case, CONTRACTOR may make the necessary, corrections and resubmit the Application. Ten days after presentation of the Application for Payment to OWNER with ENGINEER's recommendation, the amount recommended will (subject to the provisions of the last sen- tence of paragraph 14.7) become due and when due will be paid by OWNER to CONTRACTOR. 14.5. ENGINEER's recommendation of any payment re- quested in an Application for Payment will constitute a repre- sentation by ENGINEERto OWNER, based on ENGINEER's on-site observations of the executed Work as an experienced and qualified design professional and on ENGINEER's review of the Application for Payment and the accompanying data and schedules, that to the best of ENGINEER's knowledge, intbr- mation and belief: 14.5. I. the Work has progressed to the point indicated. 14.5.2. the quality of the Work is generally in accor- dance with the Contract Documents (subject to an evalu- ation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, to a final determination of quantities and classifications for Unit Price Work under paragraph 9.10, and to any other quali- fications stated in the recommendation), and 14.5.3. the conditions precedent to CONTRACTOR's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe the Work. However, by recommending any such payment ENGINEER will not thereby be deemed to have represented that: (i) exhaustive or continuous on-site inspections have been made to check the quality or the quantity of the Work beyond the responsibilities specifically assigned to ENGINEER in the Contract Documents or (ii) that there may not be other matters or issues between the parties that might entitle CONTRAC- TOR to be paid additionally by OWNER or entitle OWNER to withhold payment to CONTRACTOR. 14.6. ENGINEER's recommendation of any payment, in- cluding final payment, shall not mean that ENG1NEER is responsible for CONTRACTOR's means, methods, techniques, sequences or procedures of construction, or the safety precau- tions and programs incident thereto, or for any failure of CONTRACTOR to comply with Laws and Regulations appli- cable to the furnishing or performance of Work, or for any failure of CONTRACTOR to perform or furnish Work in accordance with the Contract Documents. 14.7. ENGINEER may refuse to recommend the whole or any part of any payment if, in ENGINEER's opinion, it would be incorrect to make the representations to OWNER referred to in paragraph 14.5. ENG1NEER may also refuse to recom- mend any such payment, or, because of subsequently discov- ered evidence or the results of subsequent inspections or tests, nullify any such payment previously recommended, to such extent as may be necessary in ENGINEER's opinion to protect OWNER from loss because: 14.7. I. the Work is defective, or completed Work has been damaged requiring correction or replacement, 14.7.2. the Contract Price has been reduced by Writ- ten Amendment or Change Order, 14.7.3. OWNER has been required to correct defec- tive Work or complete Work in accordance with paragraph 13.14, or 14.7.4. ENGINEER has actual knowledge of the oc- currence of any of the events enumerated in paragraphs 15.2.1 through 15.2.4 inclusive. OWNER may refuse to make payment of the full amount recommended by ENGINEER because: 14.7.5. claims have been made against OWNER on account of CONTRACTORs performance or furnishing of the Work, C-C- 38 14.7.6. Liens have been filed in connection with the Work. except where CONTRACTOR has delivered a specific Bond satisfactory to OWNER to secure the satisfaction and discharge of such Liens, 14.7.7. there are other items entitling OWNER to a set-off against the amount recommended, or 14.7.8. OWNER has actual knowledge of the occur- rence of any of the events enumerated in paragraphs 14.7.1 through 14.7.3 or paragraphs 15.2.1 through 15.2.4 inclusive: but OWNER must give CONTRACTOR immediate written notice lwith a copy to ENGINEER) stating the reasons for such action and promptly pay CONTRACTOR the amount so withheld, or any adjustment thereto agreed to by OWNER and CONTRACTOR. when CONTRACTOR corrects to OWN- ER's satisfaction the reasons for such action. Substantial Completion: 14.8. X3/hen CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify OWN ER and ENGINEER in writing that the entire Work is substantially complete ~except for items specifically listed by CONTRAC- TOR as incomplete) and request that ENGINEER issue a certificate of Substantial Completion. Within a reasonable time thereafter. OWNER, CONTRACTOR and ENGINEER shall make an inspection of the Work to determine the status of completion. If ENGINEER does not consider the Work sub- ,tantially complete, ENGINEER will notify CONTRACTOR in writing giving the reasons therefor. If ENGINEER considers the Work substantially complete, ENGINEER will prepare and deliver to OWNER a tentative certificate of Substantial Com- pletion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be compieted or corrected before final payment. OWNER shall have seven days after receipt of the tentative certificate dunng which to make written objection to ENGINEER as to any provisions of the certificate or attached list. if, after considering such objections. ENGINEER concludes that the Work is not substantially complete. ENGINEER will within fourteen days after submission of the tentative certificate to OWNER notify CONTRACTOR in writing, stating the reasons theretbr, lf, after consideration of OWNER's objections, EN- GINEER considers the Work substantially complete, ENGI- NEER will within said fourteen days execute and deliver to OWNER and CONTRACTOR a definitive certificate of Sub- stantial Completion (with a revised tentative list of items to be completed or corrected~ reflecting such changes from the tentative certificate as ENGINEER believes justified after consideration of any objections from OWNER. At the time of delivery of the tentative certificate of Substantial Completion ENGINEER will deliver to OWNER and CONTRACTOR a written recommendation as to division of responsibilities pend- ing final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, heat. utili- ties, insurance and warranties and guarantees. Unless OWN ER and CONTRACTOR agree otherwise in writing and so inform ENGINEER in writing prior to ENGINEER's issuing the definitive certificate of Substantial Completion, ENGINEER's aforesaid recommendation will be binding on OWNER and CONTRACTOR until final payment. 14.9. OWNER shall have the right to exclude CONTRAC- TOR from the Work after the date of Substantial Completion, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. Partial Utilization: 14.10. Use by OWNER at OWNER's option of any sub- stantially completed part of the Work which: (i) has specifically been identified in the Contract Documents, or (ii) OWNER, ENGINEER and CONTRACTOR agree constitutes a sepa- rately functioning and usable part of the Work that can be used 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: 14.10.1. OWNER at any time may request CON- TRACTOR in writing to permit OWNER to use any such part of the Work which OWNER believes to be ready for its intended use and substantially complete. If CON- TRACTOR agrees that such part of the Work is substan- tially complete, CONTRACTOR will certify to OWNER and ENGINEER that such part of the Work is substan- tially complete and request ENGINEER to issue a certif- icate of Substantial Completion for that part of the Work. CONTRACTOR at any time may notify OWNER and ENGINEER in writing that CONTRACTOR considers any such part of the Work ready for its intended use and substantially complete and request ENGINEER to issue a certificate of Substantial Completion for that part of the Work. Within a reasonable time after either such request, OWNER, CONTRACTOR and ENGINEER shall make an inspection of that part of the Work to determine its status of completion. If ENGINEER does not consider that part of the Work to be substantially complete, ENGI- NEER will notify OWNER and CONTRACTOR in writ- ing giving the reasons therefor. If ENGINEER considers that part of the Work to be substantially complete, the provisions of paragraphs 14.8 and 14.9 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. 14.10.2. No occupancy or separate operation of part of the Work will be accomplished prior to compliance with the requirements of paragraph 5.15 in respect of property insurance. Final Inspection: 14.1 I. Upon written notice from CONTRACTOR that the entire Work or an agreed portion thereof is complete, ENGI- NEER will make a final inspection with OWNER and CON- TRACTOR and will notify CONTRACTOR in writing of all GC-39 particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. Final Application for Payment: 14.12. After CONTRACTOR has completed all such cor- rections to the satisfaction of ENGINEER and delivered in accordance with the Contract Documents all maintenance and operating instructions, schedules, guarantees, Bonds, certifi- cates or other evidence of insurance required by paragraph 5.4, certificates of inspection, marked-up record documents (as provided in paragraph 6.19) and other documents, CONTRAC- TOR may make application for final payment following the procedure for progress payments. The final Application for Payment shall be accompanied (except as previously delivered} by: (i) all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by subparagraph 5.4.13, (ii) consent of the surety, if any, to final payment, and (iii) complete and legally effective releases or waivers (satisfactory to OWNER) of all Liens arising out of or filed in connection with the Work. In lieu of such releases or waivers of Liens and as approved by OWNER, CONTRAC- TOR may furnish receipts or releases in full and an afl~davit of CONTRACTOR that: (i) the releases and receipts include all labor, services, material and equipment for which a Lien could be filed, and (ii) all payrolls, material and equipment bills and other indebtedness connected with the Work for which OWN ER or OWNER's property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, CONTRACTOR may furnish a Bond or other collateral satis- factory to OWNER to indemnify OWNER against any Lien. CONTRACTOR. 14.14. If, through no fault of CON'llOaL'TOR, linai com- pletion of the Work is significantly delayed nnd if ENGINEER so confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment and recommendation of ENGI- NEER, and without terminating the Agreement, mnke pay- ment of the balance due for that portion of the Work fully completed and accepted, if the remaining balance to be held by OWNER for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in paragraph 5. I, the written con- sent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by CONTRACTOR to ENGINEER with the Appli- cation for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. Waiver o/ Claims: 14.15. The making and acceptance of final payment will constitute: 14.15.1. a waiver of all claims by OWNER n~inst CONTRAL-'I'OR. except claims arising from unsettled Liens, from defective Work appearing after final inspection pursu- ant to paragraph 14.11, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from CONTRACTOR's continuing ob- ligations under the Contract Documents; and 14.15.2. a waiver of all claims by CONTRACTOR against OWNER other than those previously made in writing and still unsettled. Final Payment and Acceptance: 14.13. If, on the basis of ENGINEER's observation of the 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 completed and CONTRACTOR's other obligations under the Contract Documents have been fulfilled, ENGINEER will, within ten days after receipt of the final Application for Payment, indicate in writing ENGINEER's recommendation of payment and present the Application to OWNER for pay- ment. At the same time ENGINEER will also give written notice to OWNER and CONTRACTOR that the Work is acceptable subject to the provisions of paragraph 14.15. Oth- erwise, ENGINEER will return the Application to CON- TRACTOR, indicating in writing the reasons for refusing to recommend final payment, in which case CONTRACTOR shall make the necessary corrections and resubmit the Application. Thirty days after the presentation to OWNER of the Applica- tion and accompanying documentation, in appropriate form and substance and with ENGINEER's recommendation and notice of acceptability, the amount recommended by ENGI- NEER will become due and will be paid by OWNER to ARTICLE 15--SUSPENSION OF WORK AND TERMINATION OWNER May Stapend Work: 15.1. At any time and without cause, OWNER may sus- pend the Work or any portion thereof for a period of not more than ninety days by notice in writing to CONTRACTOR and ENGINEER which will fix the date on which Work will be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR shall be allowed an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if CONTRACTOR makes an approved claim therefor as provided in Articles I i and 12. OWNER May Terminal: 15.2. Upon the occurrence of any one or mo~ of the following events: GC-40 15.2.1. if CONTRACTOR persistently fails to perform the Work in accordance with the Contract Documents (in- cluding, but not limited to, fa/lure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established under paragraph 2.9 as adjusted from time to time pursuant to paragraph 6.6); 15.2.2. if CONTRAC'I~R disregards Laws or Regula- tions of any public body having jurisdiction; 15.2.2. if CONTRACTOR disregards the authority of ENGINEER; or 15.2.4. if CONTRACTOR otherwise violates in any sub- stantial way any provisions of the Contract Documents; OWNER may, after giving CONTRACTOR (and the surety, if any,) seven days' written notice and to the extent permit- ted by Laws and Regulations, terminate the services of CONTRACTOR, exclude CONTRACTOR from the site and take possession of the Work and of all CONTRACTOR's tools, appliances, construction equipment and machinery at the site and use the same to the full extent they could be used by CONTRACTOR (without liability to CONTRACTOR for trespass or conversion), incorporate in the Work all materi- als and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may deem expedient, in such case CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds all claims, costs, losses and damages sustained by OWNER arising out of or resulting from completing the Work such excess will be paid to CONTRACTOR. If such claims, costs, losses and dam- ages exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. Such claims, costs, losses and damages incurred by OWNER will be reviewed by ENGI- NEER as to their reasonableness and when so approved by ENGINEER incorporated in a Change Order, provided that when exercising any rights or remedies under this paragraph OWNER shall not be required to obtain the lowest price for the Work performed. 15.3. Where CONTRACTOR's services have been so ter- minated by OWNER, the termination will not affect any rights or remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys due CONTRAC1T)R by OWNER will not release CONTRACTOR from liability. 15.4. Upon seven days' written notice to CONTRACTOR and ENGINEER, OWNER may, without cause and without prejudice to any other right or remedy of OWNER, elect to terminate the Agreement. In such case, CONTRACTOR shall be paid (without duplication of any items): 15.4.1. for completed and acceptable Work executed in accordance with the Contract Documents prior to the effec- tive date of termination, including fair and reasonable sums for overhead and profit on such Work: GC-41 15.4.2. for expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials or equipment as required by the Contract Docu- ments in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 15.4.3. for all claims, costs, losses and damages incurred in settlement of terminated contracts with Subcontractors, Suppliers and others: and 15.4.4. for reasonable expenses directly attributable to termination. CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. CONTRACTOR May Stop Work or Terminate: 15.5. If, through no act or fault of CONTRACTOR, the Work is suspended for a period of more than ninety days by OWNER or under an order of court or other public author- ity. or ENGINEER fails to act on any Application for Payment within thirty days after it is submitted or OWNER fails for thirty days to pay CONTRACTOR any sum finally determined to be due, then CONTRACTOR may, upon seven days' written notice to OWNER and ENGINEER, and provided OWNER or ENGINEER do not remedy such suspension or failure within that time, terminate the Agree- ment and recover from OWNER payment on the same terms as provided in paragraph 15.4. In lieu of terminating the Agreement and without prejudice to any other right or remedy, if ENGINEER has failed to act on an Application for Payment within thirty days after it is submitted, or OWNER has failed for thirty days to pay CONTRACTOR any sum finally determined to be due, CONTRACTOR may upon seven day's written notice to OWNER and ENGI- NEER stop the Work until payment of all such amounts due CONTRACTOR, including interest thereon. The provisions of this paragraph 15.5 are not intended to preclude CON- TRACTOR from making claim under Articles II and 12 for an increase in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to CONTRAC- TOR's stopping Work as permitted by this paragraph. ARTICLE 16---DISPUTE RESOLUTION If and to the extent that OWNER and CONTRACTOR have agreed on the method and procedure for resolving disputes between them that may arise under this Agreement, such dispute resolution method and procedure, if any, shall be as set forth in Exhibit GC-A, "Dispute Resolution Agreement," to be attached hereto and made a part hereof. If no such agreement on the method and procedure for resolving such disputes has been reached, and subject to the provisions of paragraphs 9.10, 9.11. and 9.12. OWNER and CONTRACTOR may exercise such rights or remedies as either may otherwise have under the Contract Documents or by Laws or Regulations in respect of any dispute. ARTICLE 17--MISCELLANEOUS act of the other party or of any of the other party's employees or agents or others for whose acts the other party is legally liable, claim will be made in writing to the other party within a reasonable time of the first observance of such injury or damage. The provisions of this paragraph 17.3 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or repose. Giving Notice: 17.1. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for ,~vhom it is intended, or if delivered at or sent by registered or certified mail. postage prepaid, to the last business address known to the giver of the notice. Comp:;to~on of Times: 17.2.1. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 17.2.2. A calendar day of twenty-four hours measured from midnight to the next midnight will constitute a day. Notice of Claim: 17.3. Should OWNER or CONTRACTOR suffer injury or damage to person or property because of any error, omission or Cum~_da_'_ve Remedies: 17.4. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CON- TRACTOR by paragraphs 6.12, 6.16, 6.30, 6.31, 6.32, 13.1, 13.12, 13.14, 14.3 and 15.2 and all of the rights and remedies available to OWNER and ENGINEER thereunder, are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee or by other provisions of the Contract Documents, and the provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. Professional Fees and Court Costs Included: 17.5. Whenever reference is made to "claims, costs, losses and damages," it shall include in each case, but not be limited to, all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs. [The remainder of this page was left blank intentionally.] GC-42 EXI-IIR~ GC-A to General Conditions of the Agreement Between OWNER and CON- TRACTOR Dated For use with EJCDC No. 1910-8 (1990 ed.) DISPUTE RESOLUTION AGREEMENT OWNER and CONTRACTOR hereby agree that Article 16 of the General Conditions to the Agreement between OWNER and CONTRACTOR is amended to include the following agreement of the parties: 16.1. All claims, disputes and other matters in question between OWNER and CONTRACTOR arising out of or relat- ing to the Contract Documents or the breach thereof (except for claims which have been waived by the making or accep- tance of final payment as provided by paragraph 14.15) will be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Asso- ciation then obtaining, subject to the limitations of this Article 16. This agreement so to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith as provided in this Article 16 will be specifically enIbrceable under the prevailing law of any court having jurisdiction. 16.2. No demand for arbitration of any claim, dispute or other matter that is required to be referred to ENGINEER initially for decision in accordance with paragraph 9. II will be made until the earlier offal the date on which ENGINEER has rendered a ~ritten decision or Ibi the thirty-first day after the parties have presented their evidence to ENGINEER if a written decision has not been rendered by ENGINEER before that date. No demand lbr arbitration of any such claim, dispute or other matter will be made later than thirty days after the date on which ENGINEER has rendered a written decision in respect thereof in accordance with paragraph 9. Il: and the failure to demand arbitration withi,~ said thirty days' period will result in ENGINEER's decision :rog final and binding upon OWNER and CONTRACTOR. If ENGINEER renders a de- cision after arbitration proceedings have been initiated, such decision may be entered as evidence but will not supersede the arbitration proceedings, except where the decision is accept- able to the parties concerned. No demand for arbitration of any written decision of ENG1NEER rendered in accordance with paragraph 9.10 will be made later than ten days after the party making such demand has delivered written notice of intention to appeal as provided in paragraph 9.10. 16.3. Notice of the demand for arbitration will be filed in writing with the other party to the Agreement and with the American Arbitration Association, and a copy will be sent to ENGINEER for information. The demand for arbitration will be made within the thirty-day or ten- day period specified in paragraph 16.2 as applicable, and in all other cases within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limita- tions. 16.4. Except as provided in ~aragraph 16.5 below, no arbitration arising out of or relating Jo the Contract Documents shall include by consolidation, joinder or in any other manner any other person or entity lincluding ENGINEER. ENGI- NEER's Consultant and the olficers, directors, agents, em- ployees or consultants of any of themt who is not a party to this contract unless: 16.4.1. the inclusion of such other person or entity is necessary if complete relief is to be afforded among those who are already parties to the arbitration, and 16.4.2. such other person or entity is substantially in- volved in a question of law or fact which is common to those who are already parties to the arbitration and which will arise in such proceedings, and 16.4.3. the written consent of the other person or entity sought to be included and of OWNER and CONTRACTOR has been obtained for such inclusion, which consent shall make specific reference to this paragraph: but no such consent shall constitute consent to arbitration of any dispute not specifically described in such consent or to arbitration with any party not specifically identified in such consent. 16.5. Notwithstanding paragraph 16.4 ifa claim, dispute or other matter in question between OWNER and CONTRAC- TOR involves the Work of a Subcontractor, either OWNER or CONTRACTOR may join such Subcontractor as a party to the arbitration between OWNER and CONTRACTOR hereunder. CONTRACTOR shall include in all subcontracts required by paragraph 6. I I a specific provision whereby the Subcontractor consents to being joined in an arbitration between OWNER and CONTRACTOR involving the Work of such Subcontrac- tor. Nothing in this paragraph 16.5 nor in the provision of such subcontract consenting to joinder shall create any claim, right or cause of action in favor of Subcontractor and against OWNER, ENGINEER or ENGINEER's Consultants that does not otherwise exist. 16.6. The award rendered by the arbitrators will be final. judgment may be entered upon it in any court having jurisdic- tion thereof, and it will not be subject to modification or appeal. [The remainder of this page was left blank intentionally.] GC-43 16.7. OWNER and CONTRACTOR agree that they shall first submit any and all unsettled claims, counterclaims, dis- putes and other matters in question between them arising out of or relating to the Contract Documents or the breach thereof ("disputes"), to mediation by The American Arbitration ^s- sociaton under the Construction Industry Mediaton Rules of the American ^rbitration Association prior to either of them initiating against thc other a demand for arbitration pursuant to paragraphs 16. i through 16.6, unless delay in initiating arbitra- tion would irrevocably prejudice one of the parties. The respective thirty and ten day time limits within which to file a demand for arbitration as provided in paragraphs 16.2 and 16.3 above shall be suspended with respect to a dispute submitted to mediation within those same applicable time limits and shall remain suspended until ten days after the termination of the mediation. The mediator of any dispute submitted to mediation under this Agreement shall not serve as arbitrator of such dispute unless otherwise agreed. GC-44 SUPPLEMENTARY CONDITIONS ARTICLE 1. DEFINITIONS Add Paragraph 1.46: The CITY shall be understood to be the municipality or municipalities in which the work is taking place, the County within which the work is taking place, the State within which the work is taking place or any other governmental authority who has jurisdiction over the final acceptance and maintenance of the work. ARTICLE 14. PAYMENTS TO CONTRACTOR AND COMPLETION Add to Paragraph 14.2 the following: On or before the 25th day of each month, the CONTRACTOR shall prepare and submit to the Owner or Owner's Representative for approval or modification, a statement showing as completely as practicable the total value of the work done by the CONTRACTOR up to and including the 25th day of that month; said statement shall also include the value of all sound materials delivered on the site of the work that are to be fabricated into the work. Payment requests may be submitted before noon on the Monday following the 25th if the 25th falls on a Saturday or Sunday. Payment requests received later than the above described times will not be considered for payment. The statement shall be of a format to be approved by the OWNER. Request for payment for materials shall include a copy of the invoice for said materials from the supplier. The OWNER shall then pay the CONTRACTOR on or before the 15th day of the following month the total amount of the approved statement, less ten percent (10%) of the amount thereof, which ten percent (10%) shall be retained until final payment, and further less all previous payments and all further sums that may be retained by the OWNER under the terms of this Agreement. It is understood, however, that in case the whole work be near completion and some unexpected and unusual delay occurs due to no fault or neglect on the part of the CONTRACTOR, the OWNER may pay a reasonable and equitable portion of the retained percentage to the CONTRACTOR, or the CONTRACTOR at the OWNER'S option may be relieved of the obligation to fully complete the work and, thereupon, the CONTRACTOR shall receive payment of the balance due him under the CONTRACT subject only to the conditions stated under "Final Payment". SC -1 Payment of any current or partial estimates prior to final acceptance of the work by the OWNER shall in no way constitute an acceptance of the work, nor in any way prejudice or affect the obligation of the CONTRACTOR to repair, correct or replace, at his own expense, any defects or imperfections in the contstruction or in the strength of the materials used in or about the construction of the work under contract, and its appurtenances, nor any damage due or attributed to such defects, which shall have been discovered on or before final inspection and acceptance of the work. The OWNER shall be the sole judge of such defects, imperfections, or damage, and the CONTRACTOR shall be liable to the OWNER for failure to correct the same, as provided herein. In the event the OWNER chooses to excercise the option to pay a portion of the retained percentage to the CONTRACTOR under conditions of unusual delay stated above, the retained percentage shall be reduced to five percent (5%). Delete Paragraph 14.13 and substitute the following: 14.13 FINAL COMPLETION AND ACCEPTANCE: Within ten (10) working days after the CONTRACTOR has given the OWNER written not~ ........ that the work has been completed, or substantially completed, the OWNER and CITY shall inspect the work; and within fifteen (15) workiog dass after said time, if the work is found to be completed, or substantially completed, in accordance with the Contract Documents, the OWNER shall issue a Certificate of Acceptance of the work to the CONTRACTOR or advise the CONTRACTOR in writing of the reason for non-acceptance. The work shall not be finally completed until the CONTRACTOR obtains from the CITY, by Letter of Acceptance, their final approval of the work. SC -2 SAW CUT It CONSERVE EXISTING STEEL TO Ah MIN. LENGTH OF EXIST CONC. PAVEMENT~~i .' NO. :5 BARS ON CENTERS BOTH WAYS 8, LAPPING EXIST BARS 12" PROPOSED PIPE EMBEDMENT IN ACCORDANCE WITH TYPE OF PIPE CONCRETE STREET REPAIR- DETAIL