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DR9304-SP 950101CONSTRUCTION SPECIFICATIONS AND CONTRACT DOCUMENTS FOR PHASE I DRAINAGE IMPROVEMENTS MEADOWS SUBDIVISION- STAGE I LESLIE AND LANSDOWNE CIRCLE FOR THE CITY OF COPPELL Prepared by: Halff Associates, Inc. 8616 Northwest Plaza Drive Dallas, Texas 75225 AVO12035 May 1992 Revised January1995 TABLE OF CONTENTS Division 0 - Bidding and Contract Documents Section 00100 - Notice to Bidders Section 00110 - Instructions to Bidders Section 00140 - Proposal and Bid Schedule Standard Form of Agreement (Contract) Standard General Conditions of the Construction Contract Section 00232 - Supplementary Conditions of the Agreement Division 1 - Specific Project Requirements Division 2 - Special Provisions to Standard Specifications for Construction For this project, the Standard Specifications for Public Works Construction - North Central Texas, as prepared by the North Central Texas Council of Governments and the City of Coppell Standard Construction Details shall govern all work to be done, together with any additional Special Specifications or Specific Project Requirements included herein. DIVISION 0 - BIDDING AND CONTRACT DOCUMENTS ~~ HALFF ASSOCIATES, INC. ENGINEERS · SCIENTISTS · SURVEYORS lll DALLAS · FORT WORTH · ARLINGTON · CHICAGO 8616 NORTHWEST PLAZA DRIVE · DALLAS, TEXAS 75225 214/7394)094 · FAX 214/739-0095 January 20, 1995 AVO 12035 City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Atto: Ken Griffin, P.E. Re.' Meadows Subdivision Drainage Improvements - Stage I Dear Ken: Enclosed are originals of the Meadows - Stage I construction plans and specifications. One set of bluelines, a bound mock-up of the Construction Specifications and Contract Documents and a diskette containing the Word Perfect word processing files is also provided. Please note that easement legal descriptions were not included under this contract. An invoice for the balance of the Meadows Stage I contract is also enclosed. Please feel free to call if you have any questions. Sincerely, HALFF ASSOCIATES, INC. Enclosures TRANSPORTATION ° WATER RESOURCES · LAND DEVELOPMENT · MUNICIPAL · ENVIRONMENTAL * STRUCTURAL SURVEYING · GLOBAL POSITIONING SYSTEM (G.P.S.) · REMOTE SENSING AND MAPPING LANDSCAPE ARCHITECTURE · PLANNING DMSION 0 - BIDDING AND CONTRACT DOCUME~S SECTION 00100 - NOTICE TO BIDDERS Sealed bids addressed to the Purchasing Agent, City of Coppell, Texas, for Meadows - Stage I - Leslie and Lansdowne Circle will be received in the Purchasing Office at the City of Coppell City Hall, 255 Parkway Boulevard, until a.m. on , and then publicly opened and read aloud. Each Bidder shall submit two identical copies of this bid with the City of Coppell Bid No. designated clearly on the exterior of the bid envelope. The Owner reserves the right to reject any or all bids and to waive all formalities. Unreasonable or unbalanced unit prices will be considered sufficient cause for rej. eetion of any bid or bids. The Owner reserves the right to accept the alternate bid of a Contractor that did not submit the lowest base bid. NO BID TRANSM1TI~D BY FAX WnJ. BE ACCEPTED. Bidders are expected to inspect the site of the work and to inform themselves regarding local conditions and conditions under which the work is to be done. Complete sets of bidding documents must be used in preparing Bids; neither the City of Coppell or the preparer, Albert H. Halff Associates, Inc. assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. NO SALES TAX ON TANGIBLE PERSONAL PROPERTY INCORPORATED INTO OR MADE A PART OF THE PROJECT. The bidder shall not include or provide for sales tax on tangible personal property to be incorporated into the project. (Note: This procedure may not be used, however, for materials which do not become a part of the finished product, such as, equipment rental or purchase, form materials, etc.). In order to be exempt from the sales tax on such tangible personal property, the contract shall separate and provide separate charges for materials to be incorporated into the project from charges for labor. The City will provide the Contractor with an exemption certificate for the materials. The contractor is expected to issue a resale certificate in lieu of paying a sales tax at the time of purchase. The bidder shall show the cost of materials (tangible personal property) in the space provided on the bid form. The successful bidder's bid form will be used to develop a separated contract and determine the extent of the tax exemption. Section 00100 - Notice to Bidders Page 1 DIVISION 0 - BIDDING AND CONTRACT DOCUMENTS SECTION 00110 - INSTRUCTIONS TO BIDDERS 1. Defined Terms Terms used in these Instructions to Bidders which are defined in the Standard General Conditions of the Construction Contract (EJCDC Document 1910-8, 1983 ed.) and the Supplementary Conditions of Agreement have the meanings assigned to them in these General Conditions. The term "Bidder" means one who submits a Bid directly to Owner, as distinct from a sub-bidder, who submits a bid to a Bidder. The term "Successful Bidder" means the lowest, qualified, responsible Bidder to .whom Owner (on the basis of Owner's evaluation as herei-nafter provided) makes an award. The term "Bidding Documents" includes the Notice to Bidders, Instructions to Bidders, the Bid Form, and the proposed Contract Documents (including all Addenda issued prior to receipt of bids). Specific defined terms are: Owner: Wherever the word "OWNER" is used in the specifications and Contract Documents, it shall be understood as referring to the City of Coppell, Texas. Engineer: Wherever the word "ENGINEER" is used in the specifications and Contract Documents, it shall be understood as referring to the CITY ENGINEER or his authorized representative, City of Coppell, P.O. Box 478, Coppell, Texas 75019. Inspector: The authorized representative of the City of Coppell assigned to observe and inspect any or all parts of the work and the materials to be used therein. 2. Scope of Work This project is located in the Meadows Subdivision in the City of Coppell, Texas. As shown on the construction plans and described in these contract documents and specifications, amendments and attachments, furnish and install 16 LF of 18-inch RCP and one cast-in-place 14-foot curb inlet on Leslie Drive and approximately 500 LF of 18-inch RCP and two cast-in-place curb inlets (1--10 foot, 1-6 foot) on Lansdowne Circle. 3. Copies of Bidding Documents 3.1 Complete sets of the Bidding Documents may be obtained from the Purchasing Agent at the offices of the City of Coppell, 255 Parkway Boulevard, Coppell, Texas. The following general requirements pertain to the Bidding Documents: A) No bidding documents will be issued later than two (2) days prior to the bid opening date. B) After award of the Contract, the successful Bidder 'will be furnished five (5) sets of Contract Documents at no charge. Additional sets over five (5) will be furnished for $15.00 per set. ,- Section 00110 - Instructions to Bidders Page 1 3.2 3.3 c) Bidding Documents may be examined free of charge at the offices of the CITY ENGINEER, City of Coppell, 255 Parkway Boulevard, Coppell, Texas. Complete sets of Bidding Documents must be used in preparing Bids; neither the City of Coppell or the preparer, Albert H. Halff Associates, Inc. assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. No partial sets of plans, specifications or proposal forms will be issued. The Owner in making copies of Bidding Documents available on the above terms does so only for the purpose of obtaining Bids on the Work and does not confer a license or grant for any other use. Qualifications of Bidders. The Bidder shall submit within five (5) days of the Owner's request such evidence as the Owner may require to establish his financial responsibility, experience and possession of such equipment as may be needed to prosecute the work in an expeditious, safe and satisfactory manner. The required information to be submitted shall consist of, but shall not necessarily be limited to, the following: A. Current Project Experience. A list of all projects presently under construction by the Bidder including approximate cost and completion date shall be submitted upon request. B. Past Project Experience. The Bidder shall submit a list of comparable projects completed within the previous five years including approximate cost(s), quantities, and completion date(s). C. Equipment. The Bidder shall provide a list of equipment which will be used on this project. The Bidder shall demonstrate that he has adequate equipment to complete this project, properly and expeditiously and shall state what additional equipment, if any, that he must rent/lease as may be required to complete this project. D. Financial. Each Bidder shall be prepared to submit upon request of the Owner a balanced financial statement with no evidence of threatening losses as evidenced by an audited certified financial statement (current within the last six (6) months of bid date). This information will be used to confirm' that the Bidder has suitable financial status to meet obligations incidental to performing the work. Section 00110 - Instructions to Bidders Page 2 6.2 6.3 E. Technical Experience. The Bidder shall demonstrate to the satisfaction of the Owner that he has the technical experience to properly complete this project. F. Proof that the Bidder maintains a permanent place of business. Conflict of Interest City Charter states that no officer or employee of the City shall have a financial interest, direct or indirect, in any contract with the City, nor shall be financially interested, directly or indirectly, in the sale to the City of any land, or rights or interest in any land, materials, supplies or services. This prohibition does not apply when the interest is represented by ownership of stock in a corporation involved, provided such stock ownership amounts to less than one percent (1%) of the corporation stock. Any violation of this prohibition will constitute malfeasance in office. Any officer or employee of the City found guilty thereof should thereby forfeit his office or position. Any violation of this prohibition with the knowledge, expressed or implied, of the persons or corporations contracting with the City shall render the contract voidable by the City Manager or the City Council. The Contractor represents that no employee or officer of the City has an interest in the Contractor. Examination of Contract Documents and Site. Access to the site shall be from Lansdowne Circle and Leslie Drive. Prospective Bidders shall respect all improvements. It is the responsibility of each Bidder before submitting a Bid, to (a) examine the Contract Documents thoroughly, (b) visit the site to become familiar with local conditions that may affect cost, progress, performance or furnishing of the Work, (c) consider federal, state and local Laws and Regulations that may affect cost, progress, performance or furnishing of the Work, (d) study and carefully correlate Bidder's observations with the Contract Documents, and (e) notify Engineer of all conflicts, errors or discrepancies in the Contract Documents. Failure to make these examinations shall in no way relieve any Bidder from the responsibility of fulfilling all of the terms of the contract, without additional, cost to the OWNER. Information and data reflected in the Contract Documents with respect to Underground Facilities at or contiguous to the site is based upon information and data furnished to Owner by Owners of such Underground Facilities or others, and the Owner does not assume responsibility for the accuracy or completeness thereof. Before submitting a Bid, each Bidder will, at Bidder's own expense, make or obtain any additional examinations, investigations, explorations, tests and studies and obtain any additional information and data which pertain to the physical conditions (surface, subsurface and Underground Facilities) at or contiguous to the site or otherwise which may affect cost, progress, performance or furnishing of the Work and which Bidder deems necessary to determine its Bid for performing and furnishing the Work in accordance with the time, price and other terms and conditions of the Contract Documents. ,_. Section 00110 - Instructions to Bidders Page 3 6.4 6.5 6.6 7.2 8.2 8.3 On request in advance, Owner will provide each Bidder access to the site to conduct explorations and tests as each Bidder deems necessary for submission of a Bid. Bidder shall fill all holes, clean up and restore the site to its former conditions upon completion of such explorations. The lands upon which the Work is to be performed, rights-of-way and easements for access thereto and other lands designated for use by Contractor in performing the Work are identified in the Contract Documents. The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of this Article 6, that without exception the Bid is premised upon performing and furnishing the Wprk required by the Contract Documents and such means, methods, techniques, sequences or procedures of construction as may be indicated in or required by the Contract Documents, and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. Interpretations and Addenda. All questions about the meaning or intent of the Contract Documents are to be directed to the Purchasing Agent. Interpretations or clarifications considered necessary by the Purchasing Agent in response to such questions will be issued by Addenda mailed or delivered to all Bidders recorded as having received the Bidding Documents. Questions received less than two days prior to the date for opening of Bids may not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. Each Bidder shall acknowledge on the bid proposal that all Addenda issued have been received. Addenda may also be issued to modify the Bidding Documents as deemed advisable by the Owner. Contract Time. The time for completion in calendar days should be included on the Bid Form in the space provided. All work shall be completed within the calendar day count required by the Contractor's Proposal. The calendar day count shall commence ten (10) calendar days after the date of the Notice to Proceed. Prior to the issuance of the Notice to Proceed by the Owner, the Contractor shall submit a detailed Progress and Schedule chart to the Owner for approval. Extension of the contract time shall be based on a Change Order or written amendment as specified in Article 12 of the General Conditions. Liquidated Damages. Section 00110 - Instructions to Bidders Page 4 Provisions for liquidated damages are set forth in the Contract. Liquidated damages for this project are: One hundred-sixty dollars ($160.00) per calendar day. 10. Substitute or "Or-Equal" Items. The Contract, if awarded, will be on the basis of materials and equipment described in the Drawings or specified in the Specifications without consideration of possible substitute or "or-equal" items. Whenever it is indicated in the Drawings or specified in the Specifications that a substitute or "or-equal" item of material or equipment may be furnished or used by Contractor if acceptable to Engineer, application for such acceptance will not be considered by Engineer until after the Effective Date of the Agreement. No substitutions should be considered during the bidding process. 11. Subcontractors, Suppliers and Others. 11.1 If the Owner requests the identity of any Subcontractors, Suppliers or other persons or organizations to be submitted to Owner in advance of the specified date prior to the Effective Date of the Agreement, the apparent Successful Bidder, and any other Bidder so requested, shall within seven (7) days after the request submit to Owner a list of all such Subcontractors, Suppliers and other persons and organizations proposed for those portions of the Work for which such identification is requested. Such list shall be accompanied by an experience statement with pertinent information regarding similar projects and other evidence of qualification for each such Subcontractor, Supplier, person or organization if requested by Owner. If Owner after due investigation has reasonable objection to any proposed Subcontractor, Supplier, other person or organization, either may before the Notice of Award is given request the apparent Successful Bidder to submit an acceptable substitute in which case the apparent Successful Bidder shall submit an acceptable substitute. Bidder's Bid price may be increased (or decreased) by the difference in cost occasioned by such substitution, and Owner may consider such price adjustment in evaluating Bids and making the contract award. If apparent Successful Bidder declines to make any such substitution, Owner may award the contract to the next lowest Bidder that proposes to use acceptable Subcontractors, Suppliers and other persons and organizations. The declining to make requested substitutions will not constitute grounds for sacrificing the Bid security of any Bidder. 11.2 No Contractor shall be required to employ any Subcontractor, Supplier, other person or organization against whom Contractor has reasonable objection. 12. Bid Proposal. 12.1 Two (2) completed Bid Proposals must be submitted in a sealed envelope as described in Item 15. The blank spaces in the Bid Form shall be filled in for each item for which a quantity is given and the Bidder shall state the price for which he proposes to do each item of work. All blanks on the bid form must be comPleted in ink or typed. No substitutions, revisions, or omissions from the plans and/or specifications will be accepted unless authorized in writing by the Owner. Section 00110 - Instructions to Bidders Page 5 12.2 Alternate Bids are included in this proposal package to account for possible utility supports and/or relocations. Each blank shown in the Alternate Bids must be completed as specified in Item 12.1. Individual totals for these Alternate Bids should reflect the increase in cost, over the base bid, should this adjustment and/or relocation be required. 12.3 The legal status of the Bidder, that is, as a corporation, partnership, or individual, must be stated on the Bid Form. A corporation Bidder must name the state in which the organization is chartered. Bids which are signed for a corporation shall have the correct corporate name thereof, its post office address, and the signature of the president or other authorized officer of the corporation, manually written below the corporate name in the following manner: "By " If the bid is made by an individual, his post office address ~hall be given. Bids which are not signed by the individuals making them shall have attached thereto a power of attorney evidencing authority to sign the bid in the name of the person for whom it is signed. If the bid is made by a firm or partnership, the name and post office address of the managing member of the firm or parmership shall be given or the bid may be signed by an attorney-in-fact. If signed by an attorney-in-fact, there shall be attached to the bid a power of attorney evidencing authority to sign the bid, executed by the members of the firm or partners. 13. Provision Concerning Escalator Clauses. Bids containing any condition which provides for changes in the stated bid prices due to increase or decrease in the costs of materials, labor, or other items required for this project, may be rejected and retumed to the Bidder without being considered. 14. Estimates of Quantities. The quantities listed in the Bid Form will be considered as approximate and will be used for the comparison of bids. Payments will be made to the Contractor only for the actual quantities of work performed or materials furnished in accordance with the contract. The quantity of work to be done and the materials may be increased or decreased as provided for in the Contract Documents. 15. Submission of Bids. Bids will be received by the Purchasing Agent, and shall be submitted to the Purchasing Agent, City of Coppell, at the Town Center, 255 Parkway Boulevard, P.O. Box 478, Coppell, Texas 75019 until a.m. on ., and then publicly opened and read aloud. Two identical copies of the bid enclosed in an opaque sealed envelope and marked with the Project title and the name and address of the Bidder shall be submitted. If the Bid is sent through the mail or other delivery system the sealed envelope shall be enclosed in a separate envelope with the notation "BID ENCLOSED MEADOWS SUBDIVISION - STAGE ! - LESLIE AND LANSDOWNE CIRCLE" on the face of it and addressed to the Purchasing Agent, City of Coppell, Texas. Section 00110 - Instructions to Bidders Page 6 16. 16.1 16.2 17. 18. 19. 19.1 19.2 Modification and Withdrawal of Bids. Bids may be modified or withdrawn by an appropriate document duly executed (in the manner that a Bid must be executed) and delivered to the place where Bids are to be submitted at any time prior to the opening of Bids. If, within twenty-four hours after the Bids are opened, any Bidder files a duly signed written notice with the Owner and promptly thereafter demonstrates to the reasonable satisfaction of Owner that there was a material and substantial mistake in the preparation of the Bid, that Bidder may withdraw his bid. Thereafter, that Bidder will be disqualified from further bidding on the work. Rejection of Bids. Bids may be rejected if they show alterations of form, additions not called for, conditional bids, incomplete bids, erasures or irregularities of any kind. The Owner reserves the right to waive any irregularities in the bids as received and to reject any and all bids without qualification(s). More than one bid from an individual, firm or partnership, corporation or association, under the same or different names, will not be considered. Reasonable grounds for believing that a Bidder is interested in more than one such bid may cause the rejection of all bids in which said Bidder is interested. Bids in which prices are obviously unbalanced may be rejected. Bids to Remain Subject to Acceptance. All Bids will remain subject to acceptance for ninety (90) days after the day of the Bid opening, but the Owner may, in its sole discretion, release any Bid prior to that date. Award of Contract. The Owner reserves the right to reject any and all Bids, to waive any and all informalities except for the time of submission of the Bid and to negotiate contract terms with the Successful Bidder. The Owner also reserves the right to reject all nonconforming, nonresponsive, unbalanced or conditional Bids. Also, the Owner reserves the right to reject the Bid of any Bidder if the Owner believes that it would not be in the best interest of the Project to make an award to that Bidder, whether because the Bid is not responsive or the Bidder is unqualified or has doubtful financial ability or fails to meet any other pertinent standard or criteria established by the Owner. Discrepancies in the multiplication of units of Work and unit prices will be resolved in favor of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. In evaluating Bids, the Owner will consider the qualifications of the Bidders, whether or not the Bids comply with the prescribed requirements, and such alternates, unit prices, completion time, and other data, as may be requested in the Bid Form or prior to the Notice of Award. ,_ Section 00110 - Instructions to Bidders Page 7 19.3 19.4 19.5 19.6 20. 21. The Owner may consider the qualifications and experience of any Subcontractors, Suppliers, or other persons or organizations proposed for those portions of the Work as to which the identity of Subcontractors, Suppliers, and other persons and organizations must be submitted as requested by the Owner. The Owner also may consider the operating costs, maintenance requirements, performance data and guarantees of major items of materials and equipment proposed for incorporation in the Work when such data is required to be submitted prior to the Notice of Award. The Owner may conduct such investigations as the Owner deems necessary to assist in the evaluation of any Bid and to establish the responsibility, qualifications and financial stability of Bidders, proposed Subcontractors, Suppliers and other persons and organizations to perform and furnish the Work in ac..cordance with the Contract Documents to the Owner's satisfaction within the prescribed time. If contract is to be awarded, it will be awarded to the lowest and best qualified Bidder whose evaluation by the Owner indicates to the Owner that the award will be in the best interests of the Project. If the contract is to be awarded, the Owner will give the Successful Bidder a Notice of Award within ninety (90) days after the date of the Bid opening. Execution of Agreement. Within fifteen (15) days after written notification of award of the contract, the Successful Bidder shall execute and furnish to the Owner three (3) original signed contracts and a Certificate of Insurance. The Certificate of Insurance is to be furnished as a guaranty that the Bidder is covered by insurance as required by the Contract Documents. Affidavit of Bills Paid. Prior to final acceptance of this project by the Owner, the Contractor shall execute an affidavit that all bills for labor, materials, and incidentals incurred in the project construction have been paid in full, and that there are no claims pending. 22. Bid Compliance. Bid must comply with all Federal, State, County and local laws. Contractor shall not hire nor work any illegal alien. Section 00110 - Instructions to Bidders Page 8 23. 24. 25. 26. Notice to Proceed. Upon execution of the Contract, the Owner will issue a written Notice to Proceed to the Contractor requesting that he proceed with the construction. The Contractor shall commence work within ten (10) calendar days after the date of Notice to Proceed. Sales Tax. The bidder shall not include or provide for sales tax on tangible personal property to be incorporated into the project. In order to be exempt from the sales tax on such tangible personal property, the contract shall separate and provide separate charges for materials to be incorporated into the project from charges for labor. The City will provide the Contractor with an exemption certificate for the materials. The contractor is expected to issue a resale certificate in lieu of paying a sales tax at the time of purchase. The bidder shall show the cost of materials to be incorporated into the contract (tangible personal property) in the space provided on the bid form. The successful bidders bid form will be used to develop a separated contract and will determine the extent of the tax exemption. Upon execution of the construction contract, the successful bidder shall provide a per item breakdown of 1) materials incorporated into the project; and 2) labor, equipment, supervision and materials not incorporated into the project. Silence of Specification. The apparent silence of these specifications as to any detail or to the apparent omission from it of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis-of this statement by Owner or their authorized representative. Change Orders. No oral statement of any person shall modify or otherwise change, or affect the terms, conditions or specifications stated in the resulting contract. All change orders to the contract will be made in writing by the Owner. 27. Assignment. The Successful Bidder shall not sell, assign, transfer or convey this contract, in whole or in part, without the prior written consent of Owner. 28. Venue. This agreement will be governed and construed according to the laws of the State of Texas. This agreement is performable in Dallas County, Texas. ,.. Section 00110 - Instructions to Bidders Page 9 DIVISION 0 - BIDDING AND CONTRACT DOCUMENTS SECTION 00140 - BID FORM PROJECT IDENTIFICATION: Phase I Drainage Improvements for Meadows Subdivision - Stage I - Leslie and Lansdowne Circle in Coppell, Texas. BID OF DATE (NAME OF FIRM) THIS BID IS SUBMITTED TO: City of Coppell (hereinafter called OWNER) c/o Purchasing Agent ., · 255 Parkway Boulevard P.O. Box 478 Coppell, Texas 75019 CITY OF COPPELL BID NO: The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an agreement with OWNER in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Contract Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. BIDDER accepts all of the terms and conditions of the Advertisement or Notice to Bidders and Instructions to Bidders. This Bid will remain subject to acceptance for ninety (90) days after the day of Bid opening. BIDDER will sign and submit the Agreement with other documents required by the Bidding Requirements within fifteen (15) days after the date of OWNER's Notice of Award. In submitting this Bid, BIDDER represents, as more fully set forth in the Agreement, that: (a) BIDDER has examined copies of all the Bidding Documents and of the following Addenda (receipt of all which is hereby acknowledged): No' Date:. Rec'd: (b) BIDDER has familiarized itself with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance or furnishing of the Work. ,., Section 00140 - Bid Form Page t (c) (d) (e) (f) (g) BIDDER has studied carefully all reports and drawings of subsurface conditions contained in the contract documents and which have been used in preparation of the contract documents. CONTRACTOR may rely upon the accuracy of the technical data contained in such reports, but not upon nontechnical data, interpretations or opinions contained therein or for the completeness thereof for CONTRACTOR's purposes. Except as indicated in the immediately preceding sentence, CONTRACTOR shall have full responsibility with respect to subsurface conditions at site. BIDDER has studied carefully all drawings of the physical conditions in or relating to existing surface or subsurface structures on the site, which are contained in the contract documents and which have been ntilized in preparation of the contract documents. - CONTRACTOR may rely upon the accuracy of the technical data contained in such drawings, but not for the completeness thereof for CONTRACTOR'S purposes. Except a.s indicated in the immediately preceding sentence, CONTRACTOR shall have full responsibility with respect to physical conditions in or relating to such structures. BIDDER has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests and studies (in addition to or to supplement those referred to in (c) above) which pertain to the subsurface or physical conditions at the site or otherwise may affect the cost, progress, performance or furnishing of the Work as BIDDER considers necessary for the performance or furnishing of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, investigations, explorations, tests, reports or similar information or data are or will be required by BIDDER for such purposes. BIDDER has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports or similar information or data in respect of said Underground Facilities are or will be required by BIDDER in order to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. BIDDER has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. BIDDER has given ENGINEER written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable tO BIDDER. Section 00140 - Bid Form Page 2 (h) ,(i) (J) This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; BIDDER has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; BIDDER has not solicited or induced any person, firm or corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for itself any advantage over any other Bidder or over OWNER. It is understood and agreed that the following quantities of work to be done at unit prices are approximate only, and are intended principally to serve as a guide in evaluating bids. , It is understood and agreed that the quantities of work to be done at unit prices and materials to be furnished may be increased or diminished as may be considered necessary in the opinion of the OWNER to complete the work fully as planned and contemplated, and that all quantities of work, whether increased or decreased, are to be performed at the unit prices set forth, except as provided for in the Contract Documents. It is understood and agreed that all work under this contract will be completed within the bid calendar days. Completion date will be established in the Notice to Proceed. BIDDER will complete the Work for the following price(s): Section 00140 - Bid Form Page 3 UNIT PRICE BID SCHEDULE PHASE I DRAINAGE IMPROVEMENTS MEADOWS SUBDIVISION - STAGE I - LESLIE AND LANSDOWNE CIRCLE BASE BID 1 1 L.S. Mobilization and Barricades, Complete in Place. Dollars and Cents per Lump Sum. 2 325 L.F. Sawcut Concrete Pavement and Curb for Leslie and Lansdowne Circle, Complete in Place. Dollars and Cents per Linear Foot. 3 150 S.Y. Removal and Offsite Disposal of Concrete Pavement and Curb on Leslie and Lansdowne Circle, Complete in Place. Dollars and Cents per Square Yard. 4 490 L.F. Furnish and Install 18-Inch Class III RCP on Leslie and Lansdowne Circle, Complete in place. Dollars and Cents per Linear Foot. 5 32 C.Y. Crushed Stone Embedment, Complete in Place. Dollars and Cents per Cubic Yard. Section 00140 - Bid Form Page 4 UNIT PRICE BID SCHEDULE PHASE I DRAINAGE IMPROVEMENTS MEADOWS SUBDIVISION - STAGE I - LESLIE AND LANSDOWNE CIRCLE BASE BID 6 130 C.Y. Select Material Embedment and Backfill, Complete in Place. Dollars and Cents per Cubic Yard. 7 1 Each Locate and concrete encase existing waterline, complete in Place. Dollars and Cents per Each. 8 1 Each Locate Lower and Concrete Encase Existing 6-Inch Water Line, Complete in Place. Dollars and Cents per Each. 9 1 EA. Construct 10-Foot Curb Inlet, Complete in Place. Dollars and Cents per Each. 10 1 EA. Construct 6-Foot Curb Inlet, Complete in Place. Dollars and Cents per Each. 11 1 EA. Construct 14-Foot Curb Inlet, Complete in Place. Dollars and 'Cents per Each. Section 00140 - Bid Form Page 5 UNIT PRICE BID SCHEDULE PHASE I DRAINAGE IMPROVEMENTS MEADOWS SUBDIVISION - STAGE I - LESLIE AND LANSDOWNE CIRCLE BASE BID 12 I EA. Connect 18-Inch Class III RCP to Existing 24-Inch RCP (Leslie), including Concrete Collar, Complete in Place. Dollars and 'Cents per Each. 13 150 S.Y. 6-Inch, 3000 psi Reinforced Concrete Pavement, Complete in Place. Dollars and Cents per Square Yard. 14 30 L.F. 6" 3000 PSI concrete integral curb, complete in place. Dollars and Cents per Linear Foot. 15 1 L.S. Remove Residential Fence, Build Temporary Fence, Rebuild Fence to Match Existing, Complete in Place. Dollars and Cents per Lump Sum. 16 1 EA. 4' Manhole, Complete in Place. Dollars and Cents per Each. 17 1400 S.F. Remove and replace 4" Reinforced Concrete Sidewalk, Complete in Place. Dollars and Cents per Square Foot. Section 00140 - Bid Form Page 6 UNIT PRICE BID SCHEDULE PHASE I DRAINAGE IMPROVEMENTS MEADOWS SUBDIVISION - STAGE I - LESLIE AND LANSDOWNE CIRCLE ALTERNATE A - ADDITION TO BASE BID~ LANSDOWNE CIRCLE lA 1 EA. Locate, Lower and Concrete Encase Water Service Line, Complete in Place. Dollars and Cents per Each. TOTAL ADDITIVE ALTERNATE A TANGIBLE PERSONAL PROPERTY COST - ALT. A ALTERNATE B - ADDITION TO BASE BID LANSDOWNE CIRCLE lB 1 EA. Concrete Encase Sanitary Sewer Service Lines, Complete in Place. Dollars and Cents per Each. TOTAL ADDITIVE ALTERNATE B TANGIBLE PERSONAL PROPERTY COST - ALT. B Signature: Section 00140 - Bid Form Page 8 BID SUMMARY TOTAL BASE BID: $ TOTAL ADDITIONS: ALTERNATE A: $ ALTERNATE B: $ 10. BIDDER agrees that all Work awarded will be completed within __ calendar days. Contract time will commence to run as provided in the Contract Documents. Communications concerning this Bid shall be addressed to the address of BIDDER indicated on the applicable signature page. BIDDER understands that the Owner is exempt from State Limited Sales and Use Tax on tangible personal property to be incorporated into the project. Said taxes are not included in the Contract Price (See Instructions to Bidders). The terms used in this Bid which are defined in the General Conditions of the Construction Contract included as part of the Contract Documents have the meanings assigned to them in the General Conditions. SUBMITTED on ,19 __ Section 00140 - Bid Form Page 9 BID AFFIDAVIT The undersigned certifies that the bid prices contained in this bid have been carefully reviewed and are submitted as correct and final. Bidder further certifies and agrees to furnish any and/or all commodities upon which prices are extended at the price offered, and upon the conditions contained in the Specifications of the Invitation to Bid. The period of acceptance of this bid will be calendar days from the date of the bid opening. (Period of acceptance will be ninety (90) calendar days unless otherwise indicated by Bidder.) STATE OF COUNTY OF BEFORE ME, the undersigned authority, a Notary Public in and for the State of on this day personally appeared NAME duly swom, did depose and say: NAME who after being by me am a duly authorized officer/agent for and have be~en duly authorized NAME OF FIRM to execute the foregoing on behalf of the said NAME OF FIRM I hereby certify that the foregoing bid has not been prepared in collusion with any other Bidder or individual(s) engaged in the same line of business prior to the official opening of this bid. Further, I certify that the Bidder is not now, nor has been for the past six (6) months, directly or indirectly concerned in any pool, agreement or combination thereof, to control the price of services/commodities bid on, or to influence any individual(s) to bid or not to bid thereon." Name and Address of Bidder: Telephone: (.__) by: Title: Signature: PLEASE PRINT SUBSCRIBED AND SWORN to before me by the above named on this the day of 1992. Notary Public in and for the State of Section 00140 - Bid Form Page 10 If BIDDER is: An Individual By¸ (Individual's Name) doing business as Business address (Seal) Phone No. A Partnership (Firm Name) (General Partner) Business address (Seal) Phone No. A Corporation By (Corporation Name) (state of incorporation) By, (name of person authorized to sign) (Title) (Corporate Seal) Attest (Secretary) Business address Phone No. A Joint Venture By. (Name) (Address) By. (Name) (Address) (Each joint venturer must sign. The manner of signing for each individual, partnership and corporation that is a part to the joint venture should be in the manner indicated above). Section 00140 - Bid Form Page 11 SAMPLE EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE THIS AGREEMENT is dated as of the day of in the year 1992 by and between the CITY OF COPPELL, TEXAS, a municipal corporation (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: Meadows Subdivision -Stage. I - Leslie and Lansdowne Circle - Installation of Three (3) Curb Inlets (14- foot, 1 O-foot, and 6-foot); Approximately 510 LF of 18" RCP; and associated pavement and utility repairs. The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: Phase I Drainage Improvements Meadows Subdivision - Stage I Leslie and Lansdowne Circle Article 2. ENGINEER. The Project has been designed by: Albert H. Halff Associates, Inc. 8616 Northwest Plaza Drive Dallas, Texas 75225 Contract administration will be provided by the City of Coppell Engineering Department who is hereinafter called ENGINEER and who is to act as OWNER's representative, assume all duties and responsibilities 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. Article 3. CONTRACT TIME. 3.1. The Work will be completed within __ calendar days from the date when the Contract Time commences 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. 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 time specified in paragraph 3.1 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 in a legal or arbitration proceeding 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 One hundred-sixty and No/100 ...... dollars ($ 160.00 ) for each day that expires after the time Specified in paragraph 3.1 for Completion until the Work is complete. Article 4. CONTRACT PRICE. 4.1. OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents in current funds subject to additions and deductions by Change Orders as provided in the contract documents in accordancewith the unit prices listed in Section 00140 - Bid Form. The contract sum shall be the amount of $ The total tangible personal property cost included in the contract sum is $ 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. 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 below. All progress payments will be on the basis of the progress of the Work 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 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. 90% of Work completed. 90% of materials and equipment not incorporated in the Work (but delivered, suitably stored and accompanied by documentation satisfactory to OWNER as provided in paragraph 14.2 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. Article 6. INTEREST. No interest shall ever be due on late payments. Article 7. CONTRACTOR'S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: 7.1. CONTRACTOR has familiarized itself with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. 7.2. CONTRACTOR has studied carefully all reports of explorations and tests of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions as provided in paragraph 4.2 of the General Conditions, and accepts the determination set forth in paragraph SC-4.2 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which CONTRACTOR is entitled to rely. 7.3. CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports, and studies (in addition to or to supplement those referred to in paragraph 7.2 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance, or furnishing of the Work as CONTRACTOR considers necessary for the performance or furnishing of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of paragraph 4.2 of the General Conditions; and no additional examinations, investigations, explorations, tests, reports, studies, or similar information or data are or will be required by CONTRACTOR for such purposes. 7.4. CONTRACTOR has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies, or similar information or data in respect of said Underground Facilities are or will be required by CONTRACTOR in order to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of paragraph 4.3 of the General Conditions. 7.5. CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. 7.6 CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. Article 8. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR conceming the Work consist of the following: 8.1. This Agreement (pages 1 to 5, inclusive). 8.2. Exhibits to this agreement (pages to , inclusive). 8.3. Certificate of Insurance. 8.4. Notice of Award. 8.5. General Conditions (pages 1 to 3._~3, inclusive). 8.6. Supplementary Conditions (pages _1 to 9_, inclusive). 8.7. Specifications bearing the title Construction Specifications and Contract Documents for Phase I Drainage Improvements, Meadows Subdivision - Stage I, Leslie and Lansdowne Circle, and consisting of Division 0 thru Division 2, as listed in the table of contents thereof. Also incorporated herein, are the Standard Specifications for Public Works Construction, North Central Texas, North Central Texas Council of Govemments (NCTCOG). 8.8. Drawings, consisting of a cover sheet and sheets numbered STM-I, and STM-2 inclusive with sheet STM-1 bearing the following general title: Meadows - Stage I, Lansdowne Circle, Drainage Improvements, and Standard Construction Details, City of Coppel}, Texas as available from the City Engineer. 8.9 The following listed and numbered addenda: 8.10. CONTRACTOR'S Bid (pages 1 to 11, inclusive) marked Division O-Bidding and Contract Documents Section 00140-Bid Form. 8.11. Documentation submitted by CONTRACTOR prior to Notice of Award (pages m to __, inclusive). 8.12. The following which may be delivered or issued after the Effective Date of the Agreement and are not attachedhereto: All Written Amendments and other documents amending, modifying, or supplementing the Contract Documents pursuant to paragraphs 3.4 and 3.5 of the General Conditions. 8.13. The documents listed in paragraphs 8.2 et seq. above are attache6 to. this Agreement (except as, expressly noted otherwise above). There are no Contract Documents other than those listed above in this Article 8. The Contract Documents may only be amended, modified, or supplemented as provided in paragraphs 3.4 and 3.5 of the General Conditions. Article 9. MISCELLANEOUS. 9.1. Terms used in this Agreement which are defined in Article 1 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 such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.3. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. Article 10. OTHER PROVISIONS. 4 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 or identified by OWNER and CONTRACTOR or by ENGINEER on their behalf. This Agreement will be effective on ,19 OWNER: CITY OF COPPELL CONTRACTOR: 255 Parkway Boulevard Coppell, TX 75019 BY: BY: TITLE: tlTL[: ATTEST: ATTESI: Address for giving notices: P.O. BOX 478 Coppell, TX 75019 Attn: Ken Griffin, P.E. City Engineer (If OWNER is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of Agreement.) Address for giving notices: (If CONTRACTOR is a corporation, attach evidence of authority to sign). 'This document has important legal consequences: consultation with an attorney is encouraged with respect to its completion or modification. Engineers' STANDARD GENERAL CONDITIONS OF THF~ CONSTRUCTION CONTRACT Prepared by Joint Contract Documents Committee and I'siued and Publish. ed Jointly By I AMER,~ ! ! soc~m o~ I % c~w~ PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE · A practice division of the NATIONAL SOCIETY OF PROFESSIONAL EI~I~INEERS 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. 1910-8-A-1 or 1910-8-A-2, 1983 editions). Their provisions are interrelated and a change in one may necessitate a change in the others. Comments concerning their usage are co.n.tained in the Commentary on Agreements for Engifieering Services and Contract Documents, No. 1910-9, 1981-editian. For guidance in the preparation of Supplementary ~o~itio'n§, 'see Guide to the Preparation of Supple- mentary Conditions (No. 1910-17, 1983 edition). When bidding is involved, the Standard Form of Instructions to Bidders (No. 1910-12, 1983 edition) may be used. No. 1910-8 (1983 Edition.) TABLE OF CONTENTS OF GENERAL CONDITIONS Article Number 1 2 3 Title Page DEFINITIONS ...................................................... 7 PRELIMINARY MATTERS ........................................ 8 CONTRACT DOCUMENTS: INTENT, AMENDING AND REUSE ............................... 9 4 AVAILABILITY OF LANDS: PHYSICAL CONDITIONS: REFERENCE POINTS .............................................. l0 5 BONDS AND INSURANCE ........................................ 11 6 CONTRACTOR'S RESPONSIBILITIES ............................ 14 7 OTHER WORK ..................................................... 18 8 OWNER'S RESPONSIBILITIES ..................... ~: ............. 19 9 ENGINEER'S STATUS DURING CONSTRUCTION .............. 19 10 CHANGES IN THE WORK ......................................... 21 Il CHANGE OF CONTRACT PRICE .................................. 21 12 CHANGE OF CONTRACT TIME ................................... 24 13 WARRANTY AND GUARANTEE: TESTS AND INSPECTIONS: CORRECTION. REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK ........................... 24 14 PAYMENTS TO CONTRACTOR AND COMPLETION ............ 26 15 SUSPENSION OF WORK AND TERMINATION .................. 29 16 ARBITRATION ..................................................... 31 17 MISCELLANEOUS ................................................. 32 INDEX TO GENERAL CONDITIONS Article or Paragraph Nurnber Acceptance of Insurance ............................. 5.13 Access to the Work .................................. 13.2 Addenda--definition of (see definition of Specifications) ........................................ 1 Agreement~efinition of ................................ I All Risk Insurance ..................................... 5.6 Amendmeht, Written ............................. 1, 3.1.1 Application for Payment--definition of .................. 1 Application for Payment, Final ...................... 14.12 Application for Progress Payment .................... 14.2 Application for Progress Payment--review of .... 14.4-14.7 Arbitration ........... · .............................. :... 16 Authorized Variation in Work ......................... 9.5 Availability of Lands .................................. 4.1 Award, Notice of--defined .............................. I Before Starting Construction ...................... 2.5-2.7 Bid--definition of ....................................... I Bonds and Insurance--in general ........................ 5 Bonds---definition of .............. ~ ...................... 1 .Bonds, Delivery of ............................... 2.1.5.1 Bonds, Performance and Other .................... 5.1-5.2 Cash Allowances ..................................... 11.8 Change Order--definition of ............................. 1 Change Orders--to be executed ...................... 10.4 Changes in the Work ................................... 10 Claims, Waiver of--on Final Payment ............... 14.16 Clarifications and Interpretations ...................... 9.4 Cleaning ............................................. 6.17 Completion ............................................. 14 Completion, Substantial ......................... 14.8-14.9 Conference, Preconstruction .......................... 2.8 Conflict, Error. Discrepancy--Contractor to Report ...................................... 2.5.3.3 Construction blachinery, Equipment, etc .............. 6.4 Continuing Work ..................................... 6.29 Contract Documents--amending and supplementing .................................. 3.4-3.5 Contract Documents--definition of ...................... 1 Contract Documents--Intent ...................... 3.1-3.3 Contract Documents--Reuse of ....................... 3.6 Contract Price, Change of .............................. 11 Contract Price--definition ............................... I Contract Time, Change of .............................. 12 Contract Time, Commencement of .................... 2.3 Contract Time--definition of ............................ 1 Contractor--definition of ................................ I Contractor May Stop Work or Terminate ............. 15.5 Contractor's Continuing Obligation .................. 14. t5 Contractor's Duty to Report Discrepancy in Documents .................................. 2.5, 3.2 Contractor's Fee--Cost Plus ... 11.4.5.6, 11.5.1, 11.6-11.7 Contractor's Liability Insurance ....................... 5.3 Contractor's Responsibilities--in general ................ 6 Contractor's Warranty of Title ........................ 14.3 Contractors---other ...................................... 7 Contractual Liability Insurance ........................ 5.4 Coordinating Contractor--definition of ................ 7.4 Coordination .......................................... 7.4 Copies of Documents .................................. 2.2 Correction or Removal of Defective Work ........... 13.11 Correction Period, One Year ........................ 13.12 Correction, Removal or Acceptance.qf Defective Work--in general ........................... 13.1 i-13.14 Cost--net decrease ... :. ............................ 11.6.2 Cost of Work .................................... 11.4-11.5 Costs, Supplemental ................................ 11.4.5 Day~efinition of ....................................... I Defective--definition of ................................. I Defective Work. Acceptance of ...................... 13.13 Defective Work. Correction or Removal of .......... 13.11 Defective Work'in general ............... 13, 14.7, 14.1 Defective Work, Rejecting ............................. 9.6 Definitions .............................................. Delivery of Bonds ..................................... 2.1 Determination for Unit Prices ........................ 9.10 Disputes, Decisions by Engineer ................. 9.11-9.12 Documents. Copies of ......... : ....................... 2.2 Documents. Record .................................. 6.19 Documents. Reuse .................................... 3.6 Drawings--definition of ................................. 1 Easements ............................................ 4.1 Effective date of Agreement--definition of ............... I Emergencies ......................................... 6.22 Engineer--definition of ......................... 7'-' ...... I Engineer's Decisions ............................ 9.10-9.12 Engineer's--Notice Work is Acceptable ............. 14.13 Engineer's Recommendation of Payment ...... 14.4.14.13 Engineer's Responsibilities, Limitations on .................................. 6.6, 9.11, 9.13-9.16 Engineer's Status During Construction--in general ...... 9 Equipment. Labor, Materials and .................. 6.3-6.6 Equivalent Materials and Equipment .................. 6.7 Explorations of physical conditions ................... 4.2 Fee, Contractor's--Costs Plus ........................ 11.6 Field Order--definition of ............................... 1 Field Order--issued by Engineer ................ 3.5.1, 9.5 Final Application for Payment ....................... 14.12 Final Inspection ..................................... 14.11 Final Payment and Acceptance ...................... 14.13 Final Payment. Recommendation of ........... 14.13-14.14 General Provisions .............................. 17.3-17.4 General Requirements---definition of ..................... 1 General Requirements--principal references to ................. 2.6, 4.4, 6.4, 6.6-6.7, 6.23 Giving Notice ........................................ 17.1 Guarantee of Work--by Contractor ................... 13.1 Indemnification ............................. 6.30-6.32, 7.5 Inspection, Final ....................................14. I 1 Inspection, Tests and ................................. 13.3 Insurance, Bonds and--in general ....................... 5 Insurance, Certificates of ...........................2.7, 5 Insurance---complet ed operations ...................... 5.3 Insurance, Contractor's Liability ...................... 5.3 Insurance, Contractual Liability ........................ 5.4 Insurance, Owner's Liability .......................... 5.5 Insurance, Property .............................. 5.6-5.13 InsurancemWaiver of Rights ......................... 5.11 Intent of Contract Documents ................... 3.3, 9.14 Interpretations and Clarifications ...................... 9.4 Investigations of physical conditions .................... 4.2 Labor, Materials and Equipment ....... - ........... 6.3-6.5 Laws and Regulations--definition of ..................... 1 Laws and Regulations--general ....................... 6.14 Liability Insurance--Contractor's ..................... 5.3 Liability Insurance--Owner's ......................... 5.5 Liens--definitions of ................................ 14.2 Limitations on Engineer's Responsibilities ..................... 6.6, 9. ! 1,9.13-9.16 Materials and equipment--furnished by Contractor .... 6.3 Materials and equipment--not incorporated in Work .............................. 14.2 Materials or equipment---equivalent ................... 6.7 Miscellaneous Provisions ............................... 17 Multi-prime contracts ................................... 7 Notice, Giving of ..................................... 17.1 Notice of Acceptability of Project ................... 14.13 Notice of Award--definition of .......................... 1 Notice to Proceed---definition or' ......................... ! Notice to Proceed--giving of .......................... 2.3 "Or-Equal" Items ..................................... 6.7 Other contractors ....................................... 7 Other work .............................................. 7 Overtime Work--prohibition of ........................ 6.3 Owner--definition of .................................... 1 Owner May Correct Defective Work ................. 13.14 Owner May Stop Work .............................. 13.10 Owner May Suspend Work, Terminate .......... 15.1-15.4 Owner's Duty to Execute Change Orders ............. I 1.8 Owner's Liability Insurance ........................... 5.5 Owner's Representative--Engineer to serve as ........ 9.1 Owner's Responsibilities--in general .................... 8 Owner's Separate Representative at site ............... 9.3 Partial Utilization .................................. 14. I0 Partial Utilization--definition of ......................... I Partial Utilization--Property Insurance ............... 5.15 Patent Fees and Royalties ............................ 6.12 Payments, Recommendation of ........... 14.4-14.7, 14.13 Payments to Contractor--in general .................... 14 Payments to Contractormwhen due ........... 14.4, 14.13 Payments to Contractor--withholding ................ 14.7 Performance and other Bonds ..................... 5.1-5.2 Permits ............................................... 6.13 Physical Conditions ................................... 4.2 Physical Conditions~Engineer's review ............. 4.2.4 Physical Conditions--existing structures ............. 4.2.2 Physical Conditions~explorations and repons ....... 4.2.1 Physical Conditions~possible document change ..... 4.2..5 Physical Conditions--price and time adjustments .... 4.2.5 Physical Conditions--report of differing ............. 4.2.3 Physical Conditions--Underground Facilities .......... 4.3 Preconstruction Conference ........................... 2.8 Preliminary Matters ....................... '. .............2 Premises, Use of ............... : ................ 6.16-6.18 Price, Change of Contact .............................. 11 Price-Contract--definition of ............................ 1 Progress Payment, Applications for ................... 14.2 Progress Payment~retainage ......................... 14.2 Progress schedule ............... 2.6, 2.9, 6.6, 6.29, 15.2.6 Project---definition of .................................... 1 Project Representation--provision for ................. 9.3 Project Representative, Resident--definition of .......... 1 Project, Starting the ................................... 2.4 Property Insurance ............................... 5.6-5.13 Property Insurance--Partial Utilization ............... 5.15 Property Insurance--Receipt and Application of Proceeds ................................... 5. ! 2-5.13 Protection, Safety and ........................... 6.20-6.21 Ptmch list ........................................... 14.11 Recommendation of Payment .................. 14.4. 14.13 Record Documents ................................... 6.19 Reference Point£ .' .....................................4.a Regulations. Laws and ............................... 6.14 Rejecting Defective Work ............................. 9.6 Related Work at Site .............................. 7.1-7.3 Remedies Not Exclusive ............................. 17.4 Removal or Correction of Defective Work ........... 13.11 Resident Project Representative--definition of ........... Resident Project Representative--provision for ........ 9.3 Responsibilities, Contractor's--in general ............... 6 Responsibilities, Engineer's---in general ................. 9 Responsibilities, Owner's~in general ....................8 Retainage ............................................ 14.2 Reuse of Documents .................................. 3.5 Rights of Way ......................................... 4.1 Royalties, Patent Fees and ........................... 6.12 Safety and Protection ............................ 6.20-6.21 Samples ......................................... 6.23-6.28 Schedule of progress ........ 2.6, 2.8-2.9, 6.6, 6.29, 15.2.6 Schedule of Shop Drawing submissions ...................... 2.6, 2.8-2.9, 6.23, 14.1 Schedule of values ...................... 2.6, 2.8-2.9, 14.1 Schedules, Finalizing .................................. 2.9 Shop Drawings and Samples ..................... 6.23-6.28 Shop Drawings~-definition of ............................ 1 Shop Drawings, use to approve substitutions ...................................... 6.7.3 Site, Visits to--by Engineer ........................... 9.2 Specifications--definition of ............................. 1 Starting Construction, Before ...................... 2.5-2.8 Starting the Project .................................... 2.4 Stopping Work--by Contractor .... · ................... 15.5 Stopping Work--by Owner .......................... 13. l0 Subcontractor--definition of ............................. I Subcontractors--in general ....................... 6.8-6. I I Subcontracts~required provisions ............ 5. ! 1.1, 6. I I 11.4.3 Substantial Completion--certification of .............. 14.8 Substantial Completion--definition of .................... 1 Substitute or "Or-Equal" Items ....................... 6.7 Subsurface Conditions ............................. 4.2-4.3 Supplemental costs ................................. ! 1.4.5 Supplementary Conditions---definition of ................ 1 Supplementary Conditions--principal references to .. 2.2, 4.2, 5.1, 5.3, 5.6-5.8, 6.3, 6.13, 6.23, '' 7.4,9.3 Supplementing Contract Documents ............... 3.4-3.5 Supplier---definition of ................................... 1 Supplier--principal references to ... 3.6, 6.5, 6.7-6.9.6.20, 6.24, 9.13, 9.16, 11.8,-13.4, 14.12 Surety---consent to payment .................. 14.12.14.14 Surety--Engineer has no duty to ...... · ............... 9.13 Surety--notice to .......................... 10.1, 10.5. 15.2 Surety--qualification of ...........................5.1-5.2 Suspending Work, by Owner ......................... 15.1 Suspension of Work and Termination--in general ....... 15 Superintendent--Contractor's ......................... 6.2 Supervision and Superintendence .................. 6.1-6.2 Taxes--Payment by Contractor ....................... 6.15 Termination--by Contractor .......................... 15.5 Termination--by Owner ......................... 15.2-15.4 Termination, Suspension of Work and--in general ...... 15 Tests and Inspections ........................... 13.3-13.7 Time, Change of Contract .............................. 12 Time, Computation of ................................ 17.2 Time, Contract--definition of ............................ I Uncovering Work ............................... 13.8-13.9 Underground Facilities----definition of .................... I Underground Facilities--not shown or indicated ..... 4.3.2 Underground Facilitiesmprotection of ........... 4.3.6.20 Underground Facilities--shown or indicated ......... 4.3. I Unit Price Work--definition of .......................... I Unit Price Work--general ................. 11.9. 14. I, 14.5 Unit Prices ......................................... 11.3.1 Unit Prices, Determinations for ....................... 9.10 Use of Premises .................................6.16-6.18 Utility owners ' 6.13, 6.20, 7.2-7.3 Values, Schedule of . :'; ...................... 2.6, 2.9. 14.1 Variations in Work--Authorized ............ 6.25, 6.27.9.5 Visits to Site--by Engineer ............................ 9.2 Waiver of Claims--on Final Payment ................14.16 Waiver of Rights by insured parties ............. 5.10.6.11 Warranty and Guarantee--by Contractor .............13.1 Warranty of Title,. Contractor's ....................... 14.3 Work, Access to ..................................... 13.2 Work--by others ........................................ 7 Work Continuing During Disputes .................... 6.29 Work, Cost of ................................... I 1.4-11.5 Work--definition of ..................................... I Work Directive Change--definition of ................... 1 Work Directive Change--principal references to ............................ 3.4.3. 10.1-10.2 Work. Neglected by Contractor .....................13.12. Work, Stopping by Contractor ........................ 15.5 Work. Stopping by Owner ....................... 15.1-15.4 Written Amendment--definition of ...................... 1 Written Amendment--principal references to ..................... 3.4.1, I0.1, 11.2. 12.1 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: Addenda--Written or graphic instruments issued prior to the opening of Bids which clarify, correct or change the bidding documents or the Contract Documents. AgreementmThe written agreement between OWNER and CONTRACTOR covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein. Application for Payment--The form aci:epted by ENGI- NEER which is to be used by CONTRACTOR in requesting progress or final payments and which is to include such sup- porting documentation as is required by the Contract Documents. Bid--The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. Bonds--Bid. performance and payment bonds and other instruments of security. Change Order--A document recommended by ENGINEER. which is signed by CONTRACTOR and OWNER and autho- rizes an addition, deletion or revision in the Work. or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. Contract Documents--The Agreement. Addenda {'which per- tain to the Contract Documents), CONTRACTOR's Bid (including documentation accompanying the Bid and any post- Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Agreement, the Bonds. these General Conditions, the Supplementary Conditions, the Specifications and the Drawings as the same are more spe- cifically identified in the Agreement, together with all amend- ments, modifications and supplements issued pursuant to paragraphs 3.4 and 3.5 on or after the Effective Date of the Agreement. Contract Price--The moneys payable by OWNER to CON- TRACTOR under the Contract Documents as stated in the Agreement (subject to the provisions of paragraph 11.9.1 in the case of Unit Price Work). Contract Time--The number of days (computed as provided in paragraph 17.2) or the date stated in the Agreement for the completion of the Work. CONTRACTOR--The person, firm or corporation with whom OWNER has entered into the Agreement. defective--An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or deficient, or does not conform to the Contract Documents, 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 ENGINEER's recommendation of final payment (unless responsibility for the protection thereof has been assumed by OWNER at Substantial Completion in accordance with paragraph 14.8 or 14.10). Drawings--The drawings which show the character and scope 'of the Work to be performed and which have been prepared or approved by ENGINEER and are referred to in the Con-. tract Documents. Effective Date of the Agr'eementm~he 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. ENGINEER--The person, firm or corporation named as such in the Agreement. Field Order--A written order issued by ENGINEER which orders minor changes in the Work in accordance with para- graph 9.5 but which does not involve a change in the Contract Price or the Contract Time. General Reqtdrements---Sections of Division I of the Speci- fications. Laws and Reo~tdationx: Laws or Regulation.t--Laws. rules. regulations, ordinances, codes and/or orders. 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 wilt sign and deliver the Agreement. Notice to Proceed--A written notice given by OWNER to CONTRACTOR {with a copy to ENGINEER) fixing the date on which the Contract Time will commence to run and on which CONTRACTOR shall start to perform CONTRAC- TOWS obligations under the Contract Documents. OWNER--The public body or authority, corporation, asso- ciation, firm or person with whom CONTRACTOR has entered into the Agreement and for whom the Work is to be provided. Partial Utilization--Placing a portion of the Work in service for the purpose for which it is intended (or a related purpose) bef6re reaching Substantial Completion for all the Work. Project--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. Resident Project Representative--The authorized represen- tative of ENGINEER who is assigned to the site or any part thereof. 7 Shop Drawings--All drawings, diagrams, illustrations, schedules and other data which are specifically prepared by or for CONTRACTOR to illustrate some portion of the Work and all illustrations, brochures, standard schedules, perfor mance charts, instructions, diagrams and other information prepared by a Supplier and submitted by CONTRACTOR to illustrate material or equipment for some portion of the Work. SpecificationsmThose portions of the Contract Documents consisting of written technical descriptions of materials, · equipment, construction systems, standards and workman- ship as applied to the Work and certain administrative details applicable thereto. Subcontractor--An individual, firm or corporation having a direct contract with CONTRACTOR or with any other Sub- contractor for the performance of a part of the Work at the site. Substantial Completion--The Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGI- NEER as evidenced by ENGINEER's definitive certificate of Substantial Completion, it is sufficiently complete, 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 there be no such certificate issued, when final payment is due in accordance with paragraph 14.13. The terms "substantially complete" and "substantially com- pleted'' as applied to any Work refer to Substantial Comple- tion thereof. SupplementaO' Conditions--The part of the Contract Docu- ments which amends or supplements these General Condi- tions. Supplier--A manufacturer, fabricator, supplier, distributor. materialman or vendor. UndergroundFacilities--AIl pipelines, conduits, ducts, cables. wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasements containing such facil- ities 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. Unit Price Work--Work to be paid for on the basis of unit prices. Work--The entire completed construction or the various sep- arately identifiable parts thereof required to be furnished under the Contract Documents. Work is the result of per- forming services, furnishing labor and furnishing and incor- porating materials and equipment into the construction, all as required by the Contract Documents. Work Directive Change--A written directive to CONTRAC- TOR, issued on or after the Effective Date of the Agreement and signed by OWNER and recommended by ENGINEER, ordering an addition, deletion or revisiofi in the Work, or responding to differing or unforeseen physical conditions under which the Work is to be performed as provided in paragraph 4.2 or 4.3 or to emergencies under paragraph 6.22. A Work Directive Change may not change the Contract Price or the Contract Time, but is evidence that the parties expect that the change directed or documented by a Work Directive Change 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 Time as provided in paragraph 10.2.' Written Amendment--A written amendment of the Contract Documents, signed by OWNER and CONTRACTOR on or after the Effective Date of the Agre~rrient and normally deal- hag with the nonengineering or nontechnical rather than strictly Work-related aspects of the Contract Documents. ARTICLE 2mPRELIMINARY 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 5.1. Copies of Documents: 2.2. OWNER shall furnish to CONTRACTOR up to ten copies (unless otherwise specified in the Supplementary Con- ditions) of the Coritr'act Documents as are reasonably nec- essary for the execution of the Work. Additional copies will be furnished, upon request, at the cost of reproduction. Commencement of Contract Time; Notice to Proceed: 2.3. The Contract Time will commence to run on the thirtieth day after the Effective Date of the Agreement, or. if a Notice to Proceed is given, on the day indicated in 'ire ~otice to Proceed. A Notice to Proceed may be given at any time within thirty days after the Effective Date of the Agree- ment. In no event will the Contract Time commence to run later than the seventy-fifth day after the day of Bid opening or the thirtieth day after the Effective Date of the Agreement. whichever date is earlier. Starting the Project: 2.4. CONTRACTOR shall start to perform the Work on the date when the Contract Time commences to run, but no Work shall be done at the site prior to the date on which the Contract Time commences 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 or discrepancy which CONTRACTOR may discover and shall obtain a written interpretation or clarifi- cation from ENGINEER before proceeding with any Work affected thereby; however, CONTRACTOR shall not be lia- ble to OWNER or ENGINEER for failure to report any conflict, error or discrepancy in the Contract Documents, unless CONTRACTOR had actual knowledge thereof or should reasonably have known thereof. 2.6. Within ten days after the Effective Date of the Agree- ment (unless otherwise specified in the General Require- ments), CONTRACTOR shall submit to ENGINEER for review: 2.6.1. an estimated progress schedule indicating the starting and completion dates of the various stages of the Work; 2.6.2. a preliminary schedule of Shop Drawing sub- missions; and 2.6.3. a preliminary schedule of values for ali 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 applicable to each item of Work which will be con- firmed in writing by CONTRACTOR at the time of sub- mission. 2.7. Before any Work at the site is started, CONTRAC- TOR shall deliver to OWNER, with a copy to ENGINEER. certificates (and other evidence of insurance requested by OWNER) which CONTRACTOR is required to purchase and maintain in accordance with paragraphs 5.3 and 5.4, and OWNER shall deliver to CONTRACTOR certificates land other evidence of insurance requested by CONTRACTOR) which OWNER is required to purchase and maintain in accordance with paragraphs 5.6 and 5.7. Preconstruction Conference: 2.8. Within twenty days after the Effective Date of the Agreement, but before CONTRACTOR starts the Work at the site, a conference attended by CONTRACTOR, ENGI- NEER and others as appropriate will be held to discuss the schedules referred to in paragraph 2.6, to discuss procedures for handling Shop Drawings and other submittals and for processing Applications for Payment, and to establish a working understanding among the parties as to the Work. Finalizing Schedules: 2.9. At least ten days before submission of the first Appli- cation for Payment a conference attended by CONTRAC- TOR, ENGINEER and others as appropriate will be held to finalize the schedules submitted in accordance with para- graph 2.6. The finalized progress schedule will be acceptable to ENGINEER as providing an orderly progression of the Work to completion within the Contract Time, but such acceptance will neither impose on ENGINEER responsibility for the progress or scheduling of the Work nor relieve CON- TRACTOR from full responsibility therefor. The finalized schedule of Shop Drawing submissions will be acceptable to ENGINEER as providing a workable arrangement for pro- cessing the submissions. The finalized schedule of values will be acceptable to ENGINEER as to form and substance. ARTICLE 3--CONTRACT DOCUMENTS: INTENT, AMENDING, REU,SE Intent: 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- sti:ucted in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result will be supplied whether or not specifically called for. \Vhen words which have a well-known technical or trade meaning are used to describe Work, materials or equipment such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals or codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority. 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. However, no provision of any referenced standard specification, manual or code (whether or not specifically incorporated by reference in the Contract Documents) shall be effective to change the duties and responsibilities of OWNER, CONTRACTOR or ENGINEER, or any of their consultants, agents or employ- ees from those set forth in the Contract Documents, nor shall it be effective to assign to ENGINEER, or any of ENGI- NEER's consultants, agents or employees, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsi- bility contrary to the provisions of paragraph 9.15 or 9.16. Clarifications and interpretations of the Contract Documents shall be issued by ENGINEER as provided in paragraph 9.4. 3.3. If, during the performance of the Work, CONTRAC- TOR finds a conflict,' error or discrepancy in the Contract Documents, CONTRACTOR shall so report to ENGINEER in writing at once and before proceeding with the Work affected thereby shall obtain a written interpretation or clarification 9 from ENGINEER; however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any conflict, error or discrepancy in the Contract Documents unless CONTRACTOR had actual knowledge thereof or should reasonably have known thereof. Amending and Supplementing Contract Documents: 3.4. The Contract Documents may be amended to pro- vide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways: 3.4.1. a formal Written Amendment, 3.4.2. a Change Order (pursuant to paragraph 10.4), or 3.4.3. a Work Directive Change (l~u'rsuant to para- graph 10.1). As indicated in paragraphs 11.2 and 12.1, Contract Price and Contract Time may only be changed by a Change Order or a Written Amendment. 3.5. 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 following ways: 3.5.1. a Field Order (pursuant to paragraph 9.5). 3.5.2. ENGINEER's approval of a Shop Drawing or sample (pursuant to paragraphs 6.26 and 6.27), or 3.5.3. ENGINEER's written interpretation or clarifi- cation (pursuant to paragraph 9.4). Reuse of Documents: 3.6. Neither CONTRACTOR nor any Subcontractor or Supplier or other person or organization performing or fur- nishing any of the Work under a direct or indirect contract with OWNER shall have or acquire any title to or ownership rights in any of the Drawings, Specifications or other docu- ments (or copies of any thereof) prepared by or beating the seal of ENGINEER; and they shall not reuse any of them bn extensions of the Project or any other project without written consent of OWNER and ENGINEER and specific written verification or adaptation by ENGINEER. ARTICLE 4--AVAILABILITY OF LANDS; PHYSICAL CONDITIONS; REFERENCE POINTS Availability of Lands: 4.1. OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be per- formed, rights-of-way and easements for access thereto, and 10 such other lands which are designated for the use o[' CON- TRACTOR. Easements for permanent structures or perma- nent changes in existing facilities will be obtained and paid for by OWNER. unless otherwise providecl in the Contract Documents. If CONTRACTOR believes that any delay in OWNER's furnishing these lands, rights-of-way or ease- ments entitles CONTRACTOR to an extension of the Con- tract Time, CONTRACTOR may make a claim therefor as provided in Article 12. CONTRACTOR shall provide for all additional lands and acce.ss thereto that may be required for temporary construction facilities or storage of materials and equipment. Physical Conditions: ~ ' 4.2.1. Explorations and Reports: Reference is made to the SuPplementary Conditions for identification of those reports of explorations and tests of subsurface conditions at the site that have been utilized by ENGINEER in prep- aration of the Contract Documents. CONTRACTOR may rely upon the accuracy of the technical data contained in such reports, but not upon nontechnical data, interpreta- tions or opinions contained therein or for the completeness thereof for CONTRACTOR's purposes. Except as indi- cated in the immediately preceding sentence and in para- graph 4.2.6. CONTRACTOR shall have full responsibility with respect to subsurface conditions at the site. 4.2.2. Existing Structttres: Reference is made to the Supplementary Conditions for identification of those drawings of physical conditions in or relating to existing surface and subsurface structures (except Underground Facilities referred to in paragraph 4.31 which are at or contiguous to the site that have been utilized by ENGI- NEER in preparation of the Contract Documents. CON- TRACTOR may rely upon the accuracy of the technical data contained in such drawings, but not for the complete- ness thereof for CONTRACTOR's purposes. Except as indicated in the immediately preceding sentence and in paragraph 4.2.6, CONTRACTOR shall have full respon- sibility with respect to physical conditions in or relating to such structures. 4.2.3. Report of Differing Conditions: If CONTRAC- TOR believes that: 4.2.3.1. any technical data on which CONTRAC- TOR is entitled to rely as provided in paragraphs 4.2.1 and 4.2.2 is inaccurate, or 4.2.3.2. any physical condition uncovered or revealed at the site differs materially from that indi- cated, reflected or referred to in the Contract Docu- ments, CONTRACTOR shall, promptly after becoming a~vare thereof and before'performing any Work in connection therewith (except in an emergency as permitted by para- graph 6.22), notify OWNER and ENGINEER in writing about the inaccuracy or difference. 4.2.4. ENGINEER's Review: ENGINEER will promptly review the pertinent conditions, determine the necessity of obtaining additional explorations or tests with respect thereto and advise OWN ER in writing (with a copy. to CONTRACTOR) of ENGINEER's findings and con- clusions. 4.2.5. Possible Document Change: If ENGINEER concludes that there is a material error in the Contract Documents or that because of newly discovered condi- tions a change in the Contract Documents is required, a Work Directive Change or a Change Order will be issued as"provided in Article 10 to reflect and document the consequences Of the inaccuracy or difference. 4.2.6. Possible Price and Time Adjustments: In each such case, an increase or decrease in the Contra. ct Price or an extension or shortening of the Contract Time, or any combination thereof, will be allowable to the extent that they are attributable to any such inaccuracy or difference. If OWNER and CONTRACTOR are unable to agree as to the amount or length thereof, a claim may be made therefor as provided in Articles 11 and 12. Physical Conditions--Underground Facilities: 4.3.1. 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 information and data furnished to OWNER or ENGINEER by the owners of such Underground Facil- ities or by others. Unless it is otherwise expressly pro- vided in the Supplementary Conditions: 4.3.1.1. OWNER and ENGINEER shall not be responsible for the accuracy or completeness of any such information or data; and, 4.3.1.2. CONTRACTOR shall have full responsi- bility for reviewing and checking all such information and data, for locating all Underground Facilities shown or indicated in the Contract Documents, for coordina- tion of the Work with the owners of such Underground Facilities during construction, for the safety and pro- tection thereof as provided in paragraph 6.20 and repairing any damage, thereto resulting from the Work, the cost of all of which will be considered as having been included in the Contract Price. 4.~.2. Not Shown or Indicated. If an Underground Facility is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Contract Documents and which CONTRACTOR could not reason- ably have been expected to be aware of, CONTRACTOR shall, promptly after becoming aware thereof and before performing any Work affected thereby (except in an emer- gency as permitted by paragraph 6.22), identify the owner of such Underground Facility and give written notice thereof to that owner and to OWNER and ENGINEER. ENGI- NEER will promptly review the Underground Facility to determine the extent to which the Contract Documents should be modified to reflect and document the conse- quences of the existence of the Underground Facility, and the Contract Documents will be amended or supplemented to the extent necessary. During such time, CONTRAC- TOR shall be responsible for the safety and protection of such Underground Facility as provided in paragraph 6.20. CONTRACTOR shall be allowed an increase in the Con- tract Price or an extension of the Contract Time, 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 which CONTRACTOR could not reasonably have been expected to be aware of. If the parties are unable to agree as to the amount or length thereof, CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. 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 lay- ing out the Work (unless otherwise specified in the General Requirements), 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 ret: erence points by professionally qualified personnel. ARTICLE 5--BONDS AND INSURANCE Performance and Other Bonds: 5.1. CONTRACTOR shall furnish performance and pay- merit Bonds. each in an amount at least equal to the Contract Price as security for the faithful performance 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 otherwise providec~bY Law or Regulation or by the Con- tract Documents. CONTRACTOR shall also furnish such other Bonds as are required by the Supplementary Condi- tions. All Bonds shall be in the fo?ms prescribed by Law or Regulation or by the Contract Documents and be executed by such sureties as are named in the current list of "Com- panies Holding Certificates of Authority as Acceptable Sure- ties on Federal Bonds and as Acceptable Reinsuring Com- panies'' as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of the 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 11 the Project is located or it ceases to meet the requirements of paragraph 5.1, CONTRACTOR shall within five days thereafter substitute another Bond and Surety, both of which must be acceptable to OWNER. Contractor's Liability Insurance: 5.3. CONTRACTOR shall purchase and maintain such comprehensive general liability and other insurance as is appropriate for the Work being performed and furnished and as will provide protection from claims set forth below which may arise out of or result from CONTRACTOR's perfor- mance and furnishing of the Work and CONTRACTOR's other obligations under the Contract Documents, whether it is to be performed or furnished by CONTRACTOR, by any Subcontractor, by anyone directly or indirectly employed by any of them to perform or furnish any of the Work, or by anyone for whose acts any of them may be liable: .5.3.1. Claims under workers' or workmcn's compen- sation, disability benefits and other similar employee ben- efit acts; 5.3.2. Claims for damages because of bodily injury, occupational sickness or disease, or death of CONTRAC- TOR's employees; 5.3.3. Claims for damages because of bodily injury, sickness or disease, or death of any person other than CONTRACTOR's employees; 5.3.4. Claims for damages insured by personal injury liability coverage which are sustained Iai by any person as a result of an offense directly or indirectly related to the employment of such person by CONTRACTOR. or (b) by any other person for any other reason; 5.3.5. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible prop- erty wherever located, including loss of use resulting therefrom; 5.3.6. Claims arising out of operation of Laws or Reg- ulations for damages because of bodily injury or death of any person or for damage to property; and 5.3.7. Claims for damages because of bodily injury oi- death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. The insurance required by this paragraph 5.3 shall include the specific coverages and be written for not less than the limits of liability and coverages provided in the Supplemen- tary Conditions, or required by law, whichever is greater. The comprehensive general liability insurance shall include completed operations insurance. All of the policies of insur- ance so required to be purchased and maintained (or the certificates or other evidence thereof) shall contain a provi- sion or endorsement that the coverage afforded will not be cancelled, materially changed or renewal refused'until at least 12 thirty days' prior written notice has been given to OWNER and ENGINEER by certified mail. All such insurance shall remain in effect until final payment and at all times thereafter when CONTtL,~CTOR may be correcting, removing or replacing defective Work in accordance with paragraph 13.12. In addition, CONTRACTOR shall maintain such completed operations insurance for at least two years after final payment and furnish OWNER with evidence of continuation of such insurance at final payment and one year thereafter· Contractual Liability Insurance: 5.4. The comprehensive general liability insurance required by paragraph 5.3 will include contractual liability insurance applicable to CONTRACTOR's obligations under paragraphs 6.30 and 6.31. ' Owner's Liabili~. Insurance: 5.5. OWNER shall be responsible for purchasing and' maintaining OWNER's own liability insurance and, at OWNER's option, may purchase and maintain such insur- ance as will protect OWNER against claims which may arise from operations under the Contract Documents. Property Insurance: 5.6. Unless otherwise provided in the Supplementary Conditions. OWNER shall purchase and maintain property insurance upon the Work at the site to the tull insurable value thereof (subject to such deductible amounts as may be pro- vided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall include the interests of OWNER. CONTRACTOR, Subcontractors, ENGINEER and ENGINEER's consultants in the Work. all ofwhom shall be listed as insurers or additional insured parties, shall insure against the perils of fire and extended coverage and shall include "all risk" insurance for physical, loss and damage including theft, vandalism and malicious mischief, collapse and water damage, and such other perils as may be provided in the Supplementary Conditions. and shall include dam:,ges. losses and expenses arising out of or resulting from any insured loss or incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers, architects, attorneys and other professionals}. If not covered under the "all risk" insurance or otherwise pro- vided in the Supplementary Conditions. CONTRACTOR shall purchase and maintain similar property insurance on portions of the Work stored on and off the site or in transit when such portions of the Work are to be included in an Application for Payment. 5.7. OWNER shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supp!ementary Conditions or Laws and Regulations which will include the interests of OWNER. CONTRACTOR, Subcontractors, ENGINEER AND ENGINEER's consultants in the Work, all of whom shall be listed as insured or additional insured parties. 5.8. All the policies of insurance (or 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 affor"ded will not be cancelled or materially changed or renewal refused until at least thirty days' prior written notice has been given to CONTRACTOR by certified mail and will contain waiver provisions in accordance with paragraph 5.11.2. 5.9. OWNER shall not be responsible for purchasing and maintaining any property insurance to protect the interests of CONTRACTOR, Subcontractors or others in the Work to the extent of any'deductible amounts that are provided in the Supplementary Conditions. The risk of loss within the deductible amount, will be borne by CONTRACTOR, Sub- contractor 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 purchas- er's own expense. 5.10. If CONTRACTOR requests in writing that other special insurance be included in the property insurance pol- icy, OWNER shall, if possible, include such insurance, and the cost thereof will be charged to CONTRACTOR by appro- priate Change Order or Written Amendment. Prior to com- mencement of the Work at the site, OWNER shall in writing advise CONTRACTOR whether or not such other insurance has been procured by OWNER. Waiver of Rights: 5.11.1. OWN ER and CONTRACTOR waive all rights against each other for all losses and damages caused by any of the perils covered by the policies of insurance provided in response to paragraphs 5.6 and 5.7 and any other property insurance applicable to the Work, and also waive all such rights against the Subcontractors, ENGI- NEER, ENGINEER's consultants and all other parties named as insureds in such policies for losses and damages so caused. As required by paragraph 6.11, each subcon- tract between CONTRACTOR and a Subcontractor will contain similar waiver provisions by the Subcontractor in favor of OWNER, CONTRACTOR, ENGIN EER, ENGI- NEER's consultants and all other parties named as insureds. None of the above waivers shall extend to the rights that any of the insured parties may have to the proceeds of insurance held by OWNER as trustee or otherwise p.ay- able under any policy so issued. 5.11.2. OWNER and CONTRACTOR intend that any policies provided in response to paragraphs 5.6 and 5.7 shall protect all of the parties insured and provide primary coverage for all losses and damages caused by the perils covered thereby. Accordingly, all such policies shall con- tain provisions to the effect that in the event of payment of any loss or damage the insurer will have no fights of recovery against any of the parties named as insureds or additional insureds, and if the insurers require separate waiver forms to be signed by ENGINEER or ENGI- NEER's consultant OWNER will obtain the same, and if such waiver forms are required of any Subcontractor, CONTRACTOR will obtain the same. Receipt and Application of 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 trustee for the insureds, as their interests may appear, subject to the require- ments of any applicable mortgage clause and of p.aragraph 5.13. OWNER shall deposit iff a separate account any money so received, and shall distribute it in accordance with such agreement 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 trustee 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 after the occurrence of loss to OWNER's exercise of this power. If such objection be made, OWNER as trustee shall make set- tlement with the insure/rs in accordance with such agreement as the parties in interest may reach. If required in writing by any party in interest, OWNER as trustee shall, upon the occurrence of an insured loss, give bond for the proper per- formance of such duties. Acceptance of Insurance: 5.14. If OWNER has any objection to the coverage afforded by or other provisions of the insurance required to be pur- chased and maintained by CONTRACTOR in accordance with paragraphs 5.3 and 5.4 on the basis of its not complying with the Contract Documents, OWNER shall notify CON- TRACTOR in writing thereof within ten days of the date of delivery of such certificates to OWNER in accordance with paragraph 2.7. If CONTRACTOR has any Objection to the coverage afforded by or other provisions of the Policies of insurance required to be purchased and maintained by OWNER in accordance with paragraphs 5.6 and 5.7 on the basis of their not complying with the Contract Documents. CON- TRACTOR shall notify OWNER in writing thereof within ten days of the date of delivery of such certificates to CON- TRACTOR in accordance with paragraph 2.7. OWNER and CONTRACTOR shall each provide to the other such addi- tional information in respect of insurance provided by each as the other may reasonably request. Failure by OWNER or CONTRACTOR to give any such notice of objection within the time provided shall constitute acceptance of such insur- ance purchased by the other as complying with the Contract Documents. Partial Utilization--Property Insurance: 5.15. If OWNER finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Comple- tion of all the Work, such use or occupancy may be accom- plished in accordance with paragraph 14.10; provided that no -" 13 such use or occupancy shall commence before the insurers providing the property insurance have acknowledged notice thereof and in writing effected the changes in coverage neces- sitated thereby. The insurers providing the ploperty insur- ance shall consent by endorsement on the policy or policies. but the property insurance shall not be cancelled or lapse on account of any such partial use or occupancy. ARTICLE 6--CONTRACTOR'S RESPONSIBILITIES Supermision and Superintendence: 6.1. CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Doc- uments. CONTRACTOR shall be solely r'e~ponsible for the means, methods, techniques, sequen.ces and procedures of construction, but CONTRACTOR shall not be responsible for the negligence of others in the design or selection of a specific means, method, technique, sequence or procedure of construction which is indicated in and required by the Contract Documents. CONTRACTOR shall be responsible to see that the finished Work complies accurately 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 CON- TRACTOR. All' communications given to the superintendent shall be as binding as if given to CONTRACTOR. Labor, Materials and Equipment: 6.3. CONTRACTOR shall provide competenL suitably qualified personnel to survey and lay out the Work and form construction as required by the Contract Documents. CONTRACTOR shall at all times maintain good discipline and order at the site. Except in connection with the safety or protection of persons or the Work or property at the sit~ 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 performance of Work on Sat- urday, Sunday or any legal holiday without OWNER's writ- ten 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, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities and all other facilities and incidentals necessary for the furnishing, performance, testing, start-up and completion of the Work. 14 6.5. All materials and equipment shall be ofgood quality and new, except as otherwise provided in the Contract Doc- uments. If required by ENGINEER, CONTRACTOR shall furnish satisfactory evidence (incluc~lng reports of required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied, installed, con- nected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable Supplier except as otherwise provided in the Contract Documents; but no pro- vision of any such instructions will be eff. ective to assign to ENGINEER. or any of ENGINEER's consultants, agents or employees, any duty or authority to supervise or direct the .furnishing or performance of the Work or any duty or author- ~ty to undertake responsibility cont, r, ary to the provisions of paragraph 9.15 or 9.16. Adjusting Progress Schedule: 6.6. CONTRACTOR shall submit to ENGINEER for acceptance (to the extent indicated in paragraph 2.9} adjust- ments in the progress schedule to reflect the impact thereon of new developments; these will conform generally to the progress schedul~ then in effect and additionally will comply with any provisions of the General Requirements applicable thereto. Substitutes or "Or-Equal" Items: 6.7.1. Whenever materials or equipment are specified or described in the Contract Documents by using the name ora proprietary item or the name ora pa~'ticular Supplier the naming of the item is intended to establish the type. function and quality required. Unless the name is followed by words indicating that no substitution is permitted. materials or equipment of other Suppliers may be accepted by ENGINEER if sufficient information is submitted by CONTRACTOR to allow ENGINEER to determine that the mater/al or equipment proposed is equivalent or equal to that named. The procedure for review by ENGINEER will include the following as supplemented'in the General Requirements. Requests for review of substitute items of material and equipment will not be accepted by ENGI- NEER from anyone other than CONTRACTOR. If CON- TRACTOR wishes to furnish or use a substitute item of material or equipment, CONTRACTOR shall make writ- ten application to ENGINEER for acceptance thereof. certifying that the proposed substitute will perform ade- quately the functions and achieve the results called for bv the general design, be similar and of equal substance t~ that specified and be suited to the same use as that spec- ified. The application will state that the evaluation and acceptance of the proposed substitute will not prejudice CONTRACTOR's achievement of Substantial Comple- tion 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 Projekt) to adapt the design to the proposed substitute and whether or not incorporation or use of the substitut~ in connection with the Work is subject to payment ofany 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 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 shall be considered by ENGINEER in evaluating the proposed substitute. ENGINEER may require CONTRACTOR to furnish at CONTRACTOR's expense additional data about the proposed substitute. 6.7.2. Ifa specific means, method, technique, sequence or procedure of c0nstruction is indicated in or required by the Contract Documents, CONTRACTOR may furnish or utilize a substitute means, method, sequence, technique or procedure of construction acceptable to ENGINEER, if CONTRACTOR submits sufficient information to allow ENGINEER to determine that the substitute proposed is equivalent to that indicated or required by the Contract Documents. The procedure for review by ENGINEER will be similar to that orovided in paragraph 6.7.1 as applied by ENGINEER and as may be supplemented in the Gen- eral Requirements. 6.7.3. ENGINEER will be allowed a reasonable time within which to evaluate each proposed substitute. ENGI- NEER will be the sole judge of acceptability, and no substitute will be ordered, installed or utilized without ENGINEER's prior written acceptance which will be evi- denced by either a Change Order or an approved Shop Drawing. OWNER may require CONTRACTOR to fur- nish at CONTRACTOR's expense a special performance guarantee or other surety with respect to any substitute. ENGINEER will record time required by ENGINEER and ENGINEER's consultants in evaluating substitutions proposed by CONTRACTOR and in making changes in the Contract Documents occasioned thereby. Whether or not ENGINEER accepts a proposed substitute. CON- TRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER's consultants for evaluat- ing each proposed substitute. 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 indi- cated in paragraph 6.8.2), whether initially or as a substi- tute, against whom OWNER or ENGINEER may have reasonable 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 identity of certain Subcontractors, Suppliers or other per- sons or organizations (including those who are to furnish the principal items of materials and equipment) to be sub- mitted to OWNER in advance of the specified date prior to the Effective Date of the Agreement for acceptance by OWNER and ENGINEER and if CONTRACTOR has submitted a list thereof in accordance with the Supple- mentary Conditions, OWNER's or ENGINEER's accept- ance {either in writing or by failing to make written objec- tion thereto by the date indicated for acceptance or objec- tion in the bidding documents or the Contract Documents} of any such Subcontractor, Supplier or other person or organization so identified may be revoked on the basis of reasonable objection after due investigation, in which case CONTRACTOR shall submit an acceptable substitute, the Contract Price will be increased by thi: difference in the cost occasioned by such 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 otl~el~ person or organization shall constitute a waiver of any right of OWNER or ENGI- NEER to reject defective Work. 6.9. CONTRACTOR shall be fully responsible to OWNER and ENGINEER for all acts and omissions of the Subcon- tractors, 'Suppliers and other persons and organizations per- forming or furnishing any of the Work under a direct or indirect contract with CONTRACTOR just as CONTRAC- TOR is responsible for CONTRACTOR's own acts and omis- sions. Nothing in the Contract Documents shall create any contractual relationship between OWNER or ENGINEER and any such Subcontractor, Supplier or other person or organization, nor shall it create any obligation on the part of OWNER or ENGINEER to pay or to see to the payment of any moneys due any such Subcontractor. Supplier or other person or organization except as may otherwise be required by Laws and Regulations. 6.10. The divisiSns 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 an.',' specific trade. 6.11. All Work performed for CONTRACTOR by a Sub- contractor will be pursuant to an appropriate agreement between CONTRACTOR and the Subcontractor which spe- cifically binds the Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of OWNER and ENGINEER and contains waiver provisions as required by paragraph 5.11. CONTRACTOR shall pa5' each Subcontractor a just share of any insurance moneys received by CONTRACTOR on account of losses under pol- icies issued pursuant to paragraphs 5.6 and 5.7. Patent Fees and Royalties: 6.12. CONTRACTOR shall pay all license fees and roy- alties and assume all costs incident to the use in the perfor- mance 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 perfor- mance of the Work and if to the actual knowledge of OWNER 15 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. CONTRACTOR shall indemnify and hold harmless OWNER and ENGINEER and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses (including attorneys' fees and court and arbitration costs) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the Work or' resulting from the incorporation in the Work of any invention, design, process, product or device not specified in the Con{met Documents, and shall defend all such claims in connection with any alleged infringement of such fights. 6.13. Unless otherwise provided in thc Supplementary Conditions, CONTRACTOR shall obtain and pay for all con- struction 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, which 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 con- nections to the Work, and OWNER shall pay all charges of such utility owners for capital costs related thereto such as plant investment fees. Laws and Regulations: 6.14.1. CONTRACTOR shall give all notices and comply with all Laws and Regulations applicable to fur- nishing and performance of the Work. Except where oth- erwise expressly required by applicable Laws and Regu- lations, neither OWNER nor ENGINEER shall be respon- sible for monitoring CONTRACTOR's compliance with any Laws or Regulations. 6.14.2. If CONTRACTOR observes that the Specifi- cations or Drawings are at variance with any Laws or Regulations, CONTRACTOR shall give ENGINEER prompt written notice thereof, and any necessary changes will be authorized by one of the methods indicated in paragraph 3.4. If CONTRACTOR performs any Work knowing or having reason to know .that it is contrary to such Laws or Regulations, and without such notice to ENGINEER, CONTRACTOR shall bear all costs arising therefrom; however, it shall not be CONTRACTOR's pri- mary responsibility to make certain that the Specifications and Drawings are in accordance with such Laws and Regulations. Taxes: 6.15. CONTRACTOR shall pay all sales, consumer, use and other similar taxes required to be paid by CONTRAC- TOR in accordance with the Laws and Regulations of the 16 place of the Project which are applicable during the perfor- mance of the Work. Use of Premises: 6.16. CONTRACTOR shall confine construction equip- ment, the storage of materials and equipment and the oper- ations of workers to the Project site and land and areas iden- tified in and permitted by the Contract Documents and other land and areas permitted by Laws and Regulations, rights- 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 damage to any' such land or area, or to the owner or occupant.t.hereof or of any land or areas contig- uous thereto, resulting from the performance of the Work. Should any claim be made against OWNER or ENGINEER by any such owner or occupant because of the performance of the Work, CONTRACTOR shall promptly attempt to settle with such other party by agreement or otherwise resolve the claim by arbitration or at law. CONTRACTOR shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold OWNER and ENGINEER harmless from and aeainst all claims, damages, losses and expenses (including, bit not limited to, fees of engineers, architects, attorneys and other professionals and court and arbitration costs) arising directly. indirectly or consequentially out of any action, legal or equi- table, brought by any such other party against OWNER or ENGINEER to the extent based on a claim arising out of CONTRACTOR's performance of the Work. 6.17. During 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 premises as well as all tools, appliances, construction equip- ment and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by OWNER. CON- TRACTOR 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 ofany 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 Directive Changes, Field Orders and written interpretations and clarifications (issued pursuant to paragraph 9.4) in good order and annotated to show all changes made during con- struction. These record documents together with all approved samples and a counterpart of all approved Shop Drawings will be available to ENGINEER for reference. Upon corn- pletion of the Work, these record documents, samples and Shop Drawings will be delivered to ENGINEER for OWNER. Safety and Protection: 6.20. CONTRACTOR 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 protecti6n to prevent damage, injury or loss to: .. 6.20.1. all employees on the Work and other persons and organizations who may be affected thereby; 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. ot~er property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, road- ways, structures, utilities and Underground Facilities not designated 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 the safety of persons or property or to protect them from damage, injury or loss: and shall erect and maintain all necessaD' safeguards for such safety and protection. CONTRACTOR shall notify owners 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 pro- tection, removal, relocation and replacement of their prop- erty. 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 indi- rectly 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 anyone employed by either of them or anyone for whose acts either of them may be liable, and not attributable, directly or indi- rectly, in whole or in part, to the fault or negligence of CON- TRACTOR). CONTRACTOR's duties and responsibilities for the safety and 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 accord- ance with paragraph 14.13 that the Work is acceptable (except as otherwise expressly provided in connection with Substan- tial Completion). 6.21. CONTRACTOR shall designate a responsible rep- resentative at the site whose duty shall be the prevention of accidents. This person shall be CONTRACTOR's superin- tendent unless otherwise designated in writing by CON- TRACTOR to OWNER. Emergencies: 6.22. In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, CONTRAC~I'OR, without special instruction or authorization from ENGINEER or OWNER, is obligated to act to prevent threatened damage, injury or loss. CONTRACTOR shall give ENGINEER prompt written notice if CONTRACTOR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If ENGI- NEER determines that a change in the Contract Documents is required because of the action taken in resi~onse to an emergency, a Work Directive Change or Change Order will be issued to document the consequences of the changes or variations. Shop Drawings and samples: 6.23. After checking and verifying all field measurements and after complying with applicable procedures specified in the General Requirements, CONTRACTOR shall submit to ENGINEER for review and approval in accordance with the accepted schedule of Shop Drawing submissions (see para- graph 2.9), or for other appropriate action if so indicated in the Supplementary Conditions, five copies (unless otherwise specified in the General Requirements) of all Shop Drawings, which will bear a stamp or specific written indication that CONTRACTOR has satisfied CONTRACTOR's responsi- bilities under the Contract Documents with respect to the review of the submission. All submissions will be identified as ENGINEER may require. The data shown on the Shop Drawings will be complete with respect to quantities, dimen- sions, specified performance and design criteria, materials and similar data.to enable ENGINEER to review the infor- mation as required. 6.24. CONTRACTOR shall also submit to ENGINEER for review and approval with such promptness as to cause no delay in Work, all samples required by the Contract Doc- uments. All samples will have been checked by and accom- panied by a specific written indication that CONTRACTOR has satisfied CONTRACTOR's responsibilities under the Contract Documents with respect to the review of the sub- mission and will be identified clearly as to material, Supplier, pertinent data such as catalog numbers and the use for which intended. 6.25.1. Before submission of each Shop Drawing or sample CONTRACTOR shall have determined and veri- fied all quantities, dimensions, specified performance cri- teria, installation requirements, materials, catalog num- bers and similar data with respect thereto and reviewed or 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. At the time of each submission, CONTRAC- TOR shall ~ve ENGINEER specific written notice of each variation that the Shop Drawings or samples may have from the requirements of the Contract Documents, and, in addition, shall cause a specific notation to be made on ,- 17 each Shop Drawing submitted to ENGINEER for review and approval of each such variation. 6.26. ENGINEER will review and approve with reason- able promptness Shop Drawings and samples, but ENGI- NEER's review and approval will be only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents and shall not extend to means, methods, techniques, sequences or procedures of construction (except where a specific means, method, technique, sequence or procedure of construction is indicated in or required by the Contract Documents) or to safety precautiOns o~r programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. CON- TRACTOR shall make corrections required by ENGINEER, and shall return the required number of corrected copies of Shop Drawings and submit as required new samples for review and approval. CONTRACTOR shall direct'si3ecific 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 responsibility for any variation from the requirements of the Contract Documents unless CONTRACTOR has in writing called ENGINEER's attention to each such variation at the time of submission as required by paragraph 6.25.2 and ENGINEER has given written approval of each such varia- tion by a 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 errors or omissions in the Shop Draw- ings or from responsibility for having complied with the pro- -visions of paragraph 6.25.1. 6.28. Where a Shop Drawing or sample is required by the Specifications, any related Work performed prior to ENGI- NEER's review and approval ofthe pertinent submission will be the sole expense and responsibility of CONTRACTOR. Continuing the Work: 6.29. CONTRACTOR shall carry on the Work and adhere to the progress 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 by paragraph 15.5 or as CONTRACTOR and OWNER may otherwise agree in writing. Indemnification: 6.30. To the fullest extent permitted by Laws and Regu- lations CONTRACTOR shall indemnify and hold harmless OWNER and ENGINEER and their consultants, agents and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited tO fees and charges of engineers, architects, attorneys and other professionals and court and arbitration costs) aris- ing out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (a) 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 les~iting thefcfimn aad (b) is caused in whole or in part by any negligent act or omission of CONTRACTOR, any Subcontractor. 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, regardless of whether or not it is caused in part by a party indemnified hereunder or arises by or is imposed by Law and Regulations regardless of the negligence of any such party. 6.31. In any and all claims'against OWNER or ENGI- NEER or any of their consultants, ~ents or employees by any employee of COIl.TRACTOR, any Subcontractor, 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 6.30 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 or other person or organization under workers' o~ workmen's compensation acts. disability benefit acts or other employee benefit acts. 6.32. The obligations of CONTRACTOR under para- graph 6.30 shall not extend to the liability of ENGINEER. ENGINEER's consultants, agents or employees arising out of the preparation or approval of maps. drawings, opinions. reports, surveys. Change Orders. designs or specifications. ARTICLE 7--OTHER WORK 18 Related Work at Site: 7.1. OWNER may perform other work related to the Proj- ect at the site by OWNER's own forces, have other work performed by utility owners or let other direct contracts therefor which shall contain General Conditions similar to these. If the fact that such other work is to be performed was not noted in the Contract Documents, written notice thereof will be given to CONTRACTOR prior to starting any such other work; and, if CONTRACTOR believes that such perfor- mance will involve additional expense to CONTRACTOR or requires additional time and the parties are unable to agree as to the extent thereof, CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. 7.2. CONTIL~CTOR shall afford each utility owner and other contractor who is a party to such a direct contract (or OWNER, if O'¢,~ER is performing the additional work with OWNER's employees) proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipmentand the execution of such work, and shall properly connect and coordinate the Work with theirs. CONTRACTOR shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and integrate with such other work. CON- TRACTOR shall not endanger any work of others by cutting, excavating or otherwise 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 CONTRACTOR in said direct contracts between OWNER and such utility owners and other contractors. 7.3. If any part of CONTRACTOR's Work depends for proper execution or results upon the work of any such other contractor or utility owner (or OWNER), CONTRACTOR shall inspect and promptly report to ENGINEER in writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. CONTRACTOR's failure so to report will constitute an acceptance of the other work as fit and proper for integra- tion with CONTRACTOR's Work except ~'or latent or non- apparent defects and deficiencies in the other work. Coordination: 7.4. If OWNER contracts with others for the perfor- mance of other work on the Project at the site, the person or organization who will have authority and responsibility for coordination of the activities among the various prime con- tractors will be identified in the Supplementary Conditions, and the specific matters to be covered by such authority and responsibility will be itemized, and the extent of such author- ity and responsibilities will be provided, in the Supplementary Conditions. Unless otherwise provided in the Supplementary Conditions. neither OWNER nor ENGINEER shall have any authority or responsibility in respect of such coordination. ARTICLE 8--OWNER'S RESPONSIBILITIES 8.1. OWNER shall issue all communications to CON- TRACTOR through ENGINEER. 8.2. In case of termination of the employment of ENGI- NEER, OWNER shall appoint an engineer against whom CONTRACTOR makes no reasonable objection, whose sta- tus under the Contract Documents shall be that of the former ENGINEER. Any dispute in connection with such appoint- ment shall be subject to arbitration. 8.3. OWNER shall furnish the data required of OWNER under the Contract Documents promptly and shall make pay- ments to CONTRACTOR promptly after 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 engineering surveys to establish reference points are set forth in paragraphs 4.1 and 4.4. Para- graph 4.2 refers to OWNER's identifying and making avail- able to CONTRACTOR Copies of reports of explorations and tests of subsurface conditions at the site and in existing struc- tures which have been utilized by ENGINEER in preparing the Drawings and Specifications. 8.5. OWNER's responsibilities in respect of purchasing and maintaining liability and property insurance are set forth in paragraphs 5.5 through 5.8. 8.6. OWNER is obligated to execute Change Orders as indicated in paragraph 10.4. 8.7. OWNER's responsibility in respect of certain inspections, 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. I0,and 15.1. Para_~'aph 15.2 deals with OWNER's_.right to terminate services of CON- TRACTOR under certain circumstances. ARTICLE 9~ENGINEER'S STATUS DURING CONSTRUCTION Owner's Representative: 9.1. ENGINEER will be OWNER's representative dur- ing the construction period. The duties and responsibilities and the limitations of authority of ENGINEER as OWNER's representative during construction are set forth in the Con- tract Documents and shall not be extended without written consent of OWNER and ENGINEER. Visits to Site: 9.2. ENGINEI~R will make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed Work and to deter- mine, in general, if the ~W. ork is proceeding in accordance with the Contract Documents. ENGINEER will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. ENGINEER's efforts will be directed toward providing for OWNER a ~eater degree of confidence that the completed Work will conform to the Contract Documents. On the basis of such visits and on-site observations as an experienced and qualified design profes- sional, ENGINEER will keep OWNER informed of the prog- ress of the Work and will endeavor to guard OWNER against defects and deficiencies in the Work. Project Representation: 9.3. If OWNER and ENGINEER agree, ENGINEER will furnish a Resident Project Representative to assist ENGINEER in observing the performance of the Work. The duties, responsibilities and limitations of authority of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions. If OWNER designates another agent tO represent OWNER at the site who is not ENGINEER's agent or employee, the duties, responsibilities and limitations of authority of such other person will be as provided in the Supplementary Conditions. · - 19 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 form of Drawings or otherwise) as ENGINEER may determine necessary, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If CONTRACTOR believes that a written clarification or interpretation justifies an increase in the Contract Price or an extension of the Contract Time and the parties are unable to agree to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in Article I 1 or Article 12. Authorized Variations in Work: 9.5. ENGINEER may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contra. ct Price or the Contract Time and are consistent with the' overall intent of 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 CONTRACTOR believes that a Field Order justifies an increase in the Contract Price or an extension of the Contract Time and the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in Article 11 or 12. Rejecting Defective Work: 9.6. ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, and will also have authority to require special inspection 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 responsibility for Shop Drawings and samples, see paragraphs 6.23 through 6.29 inclusive. 9.8. In connection with ENGINEER's responsibilities as to Change Orders, see Articles 10, 11 and 12. 9.9. In connection with ENGINEER's responsibilities in respect of Applications for Payment, etc., see Article 14. Determinations for Unit Prices: 9.10. ENGINEER will determine the actual quantities ~,nd classifications of Unit Price Work performed by CON- TRACTOR. ENGINEER will review with CONTRACTOR ENGINEER's preliminary determinations on such matters before rendering a written decision thereon (by recommen- dation of an Application for Payment or otherwise). ENGI- NEER's written decisions thereon will be final and binding upon OWNER and CONTRACTOR, unless, within ten days after the date of any such decision, either' OWNER or CON- TRACTOR delivers to the other party to the Agreement and 20 to ENGINEER written notice of intention to appeal from such a decision. Decisions on Disputes: 9.11. 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 ofthe requirements of the Contract Documents pertaining to the performance and furnishing of the Work and claims under Articles 11 and 12 in respect of changes in the Contract Price or Contract Time will be referred initially to ENGINEER in writing with a request for a formal decision in accordance with this paragraph,'v~hich ENGINEER will render in writing with. in a reasonable time. Written notice of each such claim, dispute and 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 occurrenee of the event giving rise thereto, and written supporting data will be submitted to ENGINEER and the other party within sixty days alter such occurrence unless ENGINEER allows an additional period of time to ascertain more accurate data in support of the claim. 9.12. When functioning as interpreter and judge under paragraphs 9.10 and 9.11, ENGINEER will not show par- tiality 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 and 9.11 with respect to any such claim, dispute or other matter (except any which have been waived ~by the making or acceptance of ritual pay- merit 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. Limitations on ENGINEER's Responsibilities: 9.13. Neither ENGINEER's authority to act under this Article 9 or elsewhere in the Contract Documents nor any decision made by ENGINEER in good faith either to exercis~ or not exercise such authority shall give rise to any duty or responsibility of ENGINEER to CONTRACTOR, any Sub- contractor, any Supplier, or any other person or organization performing any of the Work, or to any surety for any of them. 9.14. Whenever in the Contract Documents the terms "as ordered", "as directed", "as required", "as allowed", "as approved" or terms of like effect 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 judgment of ENGINEER as to the Work, it is intended that such requirement, direction, review or judgment will be solely to evaluate the Work for compliance with the Contract Docu- ments (unless there is a specific statement indicating other- wise). The use of any such term or adjective shall not be effective to assign to ENGINEER any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of paragraph 9.15 of 9.16. 9.15. ENGINEER will not be responsible for CON- · "' TRACTOR's means, methods, techniques, sequences or pro- cedures of construction, or the safety precautions and pro- grams incident thereto, and ENGINEER will not be respon- sible for CONTRACTOR's failure to perform or furnish the "' Work in accordance with the Contract Documents. 9.16. ENGINEER will not be responsible for the acts or ,,- omissions of CONTRACTOR or of any Subcontractor, any Supplier, or of any other person or organization performing or furnishing any of the Work. 10.4.3. changes in the Contract Price or Contract Time which embody the substance of any written decision ren- dered by ENGINEER pursuant to paragraph 9. I 1; 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 prog- ress 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 (including, but not limited to, Contract Price or Contract Time) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be CONTRAC- TOWs responsibility, an:d the amount of each applicable Bond will be adjusted accordingly. 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; these will be authorized by a Written Amendment, a Change Order, or a Work Directive Change. Upon receipt of any such document, CONTRACTOR shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). 10.2. If OWNER and CONTRACTOR are unable to a~ee as to the extent, if any, of an increase or decrease in the Contract Price or an extension or shortening of the Contract Time that should be allowed as a result of a Work Directive Change, a claim may be made therefor as provided in Article 11 or Article 12. 10.3. CONTRACTOR shall not be entitled to an increase in the Contract Price or an extension of the Contract Time with respect to any Work performed that is not required by the Contract Documents as amended, modified and supple- mented as provided in paragraphs 3.4 and 3.5, except in the case of an emergency as provided in paragraph 6.22 and except in the case of uncovering Work as provided in para- graph 13.9. 10.4. OWNER and CONTRACTOR shall execute appro- priate Change Orders (or Written Amendments) covering: 10.4.1. changes in the Work which are ordered by OWNER pursuant to paragraph 10.1, are required because of acceptance of defective Work under paragraph 13.13 or correcting defective Work under paragraph 13.14, or are agreed to by the parties; 10.4.2. changes in the Contract Price or Contract Time which are agreed to by the parties; and ARTICLE 11wCHANGE OF CONTRACT PRICE 11.1. The Contract Price constitutes the total compen- sation (subject to authorized adjustments) payable to CON- TRACTOR for performing the Work. All duties, responsibil- ities and obligations assigned to or undertaken by CON- TRACTOR shall be at his 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 increase or decrease 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 (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 amount of the claim with supporting data shall be delivered within sixty days after such occurrence lunless ENGINEER allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts (direct, indirect and con- sequential) to which the claimant is entitled as a result of the occurrence of said event. All claims for adjustment in the Contract Price shall be determined by ENGINEER in accor- dance 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 be valid if not submitted in accordance with this paragraph 11.2. 11.3. The value of any Work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: 11.3.1. Where the Work involved is covered by unit prices contained in the Contract Documents, by applica- tion of unit prices to the quantities of the items involved (subject to the provisions of paragraphs 1 !.9.1. through 11.9.3, inclusive). "" 21 11.3.2. By mutual acceptance of a lump sum (which may include an allowance for overhead and profit not necessarily in accordance with paragraph 11.6.2.1). 11.3.3. On the basis of the Cost of the Work (deter- mined as provided in paragraphs 11.4 and 11.5) plus a CONTRACTOR's Fee for overhead and profit (deter- mined as provided in paragraphs 11.6 and 1 i.7). Cost of the Work: 11.4. 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 Ioqality of the Project, shall include only the following items and shall not include any of the costs itemized in paragraph I 1.5: 11.4. 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. 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, workers' or workmen's compensation, health and retirement benefits, bonuses, sick leave, vacation and hol- iday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing Work after regular working hours, on Satur- day, Sunday or legal holidays, shall be included in the above to the extent authorized by OWNER. 11.4.2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of trans- portation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to CONTRACTOR unless OWNER deposits funds with CONTRACTOR with which to make payments, in which case the cash discounts shall accrue to OWNER. All trade discounts, rebates and refunds and all returns from sale of surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they may be obtained. 11.4.3. Payments made by CONTRACTOR to the Subcontractors for Work performed by Subcontractors. If required by OWNER, CONTRACTOR shall obtain competitive bids from Subcontractors acceptable to CON- TRACTOR and shall deliver such bids to OWNER who will then determine, with the advice of ENGINEER, which bids will be accepted. If a 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 shall be determined in the same manner as CONTRAC- TOWs Cost of the Work. All subcontracts shall be subject 22 to the other provisions of the Contract Documents insofar as applicable. i 1.4.4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, sur- veyors, attorneys and accountants) employed for services specifically related to the Work. 11.4.5. Supplemental costs including the following: !1.4.5.1. The proportion of necessary transporta- tion, travel and subsistence expenses of CONTRAC- TOR's employees incurred in discharge of duties con- nected with the Work. 11.4.5.2. Cost, including transportation and main- tenance, of all materials, supplies, equipment, machin- ery, appliances, office and temporary facilities at the site and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost less market value of such items used but not consumed which remain the property of CONTRACTOR. 11.4.5.3. "Rentals ofall construction equipment and machinery, and the parts thereof whether re'nted from CONTtL-x. CTOR or others in accordance with rental agreements approved by OWNER with the advice of ENGINEER, and the costs of transportation, loading. unloading, installation, dismantling and removal thereof--all in accordance with terms of said rental agreements. The rental of any such equipment, machin- ery or parts shall cease when the use thereot'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 any- one 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. 11.4.5.6. Losses and damages (and related expenses), not compensated by insurance or otherwise. to the Work or otherwise sustained by CONTRACTOR in connection with the performance and furnishing of the Work (except losses and damages within the deductible amounts of proper~y insurance established by OWNER in accordance with paragraph 5.9), pro- vided they have resulted from causes other than the negligence of CONTRACTOR, any Subcontractor. or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements 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 CONTRAC- TOR's Fee. If, however, any such loss or damage requires reconstruction and CONTRACTOR is placed in charge thereof, CONTRACTOR shall be paid for services a fee proportionate to that stated in paragraph 11.6.2. , 11.4.5.7. The cost of utilities, fuel and sanitary facilities at the site. il.4.5.8. Minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage 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 and premiums for property insurance coverage within the limits of the deductible amounts established by OWNER in accordance with paragraph 5.9. i 1.5. The term Cost of the Work shall ~ot include any of the following: 11.5.1. Payroll costs and other compensation of CON- TRACTOR's officers, executives, principals (of panner- ship and sole proprietorships), general managers, engi- neers, architects, estimators, attorneys, auditors, accoun- tants, purchasing and contracting agents, expeditors. timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in CONTRAC- TOWs principal or a branch office for general administra- tion of the Work and not specifically included in the agreed upon schedule of job classifications referred to in para- graph 11.4.1 or specifically covered by paragraph l 1.4.4.-- all of which are to be considered 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. I 1.5.3. Any part of CONTRACTOR's capital expenses. including interest on CONTRACTOR'S capital employed for the Work and charges against CONTRACTOR for delinquent 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 sub- paragraph 11.4.5.9 above). 11.5.5. Costs due to the negligence of CONTRAC- TOR, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied and making good any damage to prop- erty. 11.5.6. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in paragraph 11.4. CONTRACTOR's Fee: ! 1.6. The CONTRACTOR's Fee allowed to CONTRAC- TOR for overhead and profit shall be determined as follows: ! 1.6.1. a mutually acceptable fixed fee; or if none can be agreed upon, 1 !.6.2. a fee based on the following percentages of the various pobtions of the Cost of the Work: 11.6.2.1. for costs incurred under paragraphs I !.4.1 and 11.4.2, the CONTRACTOR's Fee shall be fifteen percent; 1 !.6.2.2. for costs incurre~l under paragraph ! 1.4.3, the CONTRACTOR's Fee shall be five percent: and if a subcontract is on the basis of Cost of the Work Plus a Fee. the maximum allowable to CONTRACTOR on account of overhead and profit of all Subcontractors shall be fifteen percent; 11.6.2.3. no fee shall be payable on the basis of costs itemized under paragraphs 11.4.4, 11.4.5 and ! 1.5: 11.6.2.4. the amount of credii to be allowed by CONTIL-X. CTOR to OWNER for any such change which results in a net decrease in cost will be the amount of the actual net decrease plus a deduction in CONTRAC- TOWs Fee by an amount equal to ten percent of the net decrease: and 11.6.2.5. when both additions and credits involved in'any one change, the adjustment in CO.X- TRACTOR's Fee shall be computed on the basis of'the net change in accordance with paragraphs 11.6.2.t throagh 11.6.2.4, inclusive. 11.7. Whenever the cost of any Work is to be determined pursuant to paragraph 11.4 or 11.5, CONTRACTOR xvii! submit in form acceptable to ENGINEER an itemized cost breakdown together with supporting data. Cash Allowances: 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 done by such Subcontractors or Suppliers and for such sums within the limit of the allowances as may be acceptable to ENGI- NEER. CONTRACTOR agrees that: 11.8.1. The allowances include the cost to CON- TRACTOR (less any applicable trade discounts) of mate- rials and equipment required by the allowances to be deliv- ered at the site, and all applicable taxes; and 11.8.2. CONTRACTOR's costs for unloading and handling 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 23 allowances. No demand for additional payment on account of any thereof 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 correspond- ingly adjusted. Unit Price Work: 11.9.1. 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 prices for each separately identified item of Unit Price Work times the estimated quantity of each item as indi- cated in the Agreement. The estimated qu.antities of items of Unit Price Work are not guaranteed hnd are solely for the purpose of comparison of Bids and determining an initial Cont;act Price. Determinations of the actual quan- tities and classifications of Unit Price Work performed by CONTRACTOR will be made by ENGINEER in accor- dance 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 sep- arately identified item. 11.9.3. Where the quantity of any item of Unit Price Work performed by CONTRACTOR differs materially and significantly from the estimated quantity of such item indicated in the Agreement and there is no corresponding adjustment with respect to any other item of Work and if CONTRACTOR believes that CONTRACTOR has incurred additional expense as a result thereof. CON- TRACTOR may make a claim for an increase in the Con- tract Price in accordance with Article 11 if the parties are unable to agree as to the amount of any such increase. ARTICLE 12--CHANGE OF CONTRACT TIME 12.1. The Contract Time may only be changed by a Change Order or a Written Amendment. Any claim for an extension or shortening of the Contract Time 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 deliv- ered within sixty days after such occurrence (unless ENGI- NEER allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accom- panied by the claimant's written statement that the adjust- ment 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 Time 24 shall be determined by ENGINEER in accordance with pa?a- graph 9.11 if OWNER and CONTRACTOR cannot otherwise agree. No claim for an adjustment in the Contract Time will be valid if not submitted in accordance with the t equirement~ of this paragraph 12. I. 12.2. The Contract Time will be extended in an amount equal to time lost due to delays beyond the control of CON- TRACTOR if a claim is made therefor as provided in para- graph 12.1. Such delays shall include, but not be limited to, acts or neglect by OWNER or others performing additional work as contemplated by Article 7, or to fires, floods, labor disputes, epidemics, abnormal weather conditions or acts of God. 12.3. All time limits stated in the Contract Documents are of the essence of the Agreement. The provisions of this Article 12 shall not exclude recovery for damages (including but not limited to fees and charges of engineers, architects, attorneys and other professionals and court and arbitration costs) for delay by either party. ARTICLE 13--WARRANTY AND GUARANTEE: TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK Warranty and Guarantee: 13.1. CONTR,,,~CTOR warrants and guarantees to OWNER and ENGINEER that all Work will be in accor- dance with the Contract Documents and will not be defective. Prompt notice of all defects shall be given to CONTRAC- TOR. All defective Work. whether or not in place, may be rejected, corrected or accepted as provided in this Article 13. Access to Work: 13.2. ENGINEER and ENGINEER's representatives. other representatives of OWNER, testing agencies and gov- ernmentai agencies with jurisdictional interests will have access to the Work at reasonable times for their observation, inspecting and testing. CONTRACTOR shall provide proper and safe conditions for such access. Tests and Inspections: 13.3. CONTRACTOR shall give ENGINEER timely notice of readiness of the Work for all required inspections, tests or approvals. 13.4. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) to specifically be inspected, tested or approved, CONTRACTOR shall assume full responsibility therefor, pay all costs in connection therewith and furnish ENGINEER the required certificates of inspection, testing or approval. CONTRACTOR shall also be responsible for and shall pay all costs in connection with any inspection or testing required in connection with OWN- ER's or ENGINEER's acceptance of a Supplier of materials or equipment proposed to be incorporated in the Work, or of materials or equipment submitted for approval prior to CON- TRACTOR's purchase thereof for incorporation in the Work. The cost of all inspections, tests and approvals in addition to the above which are required by the Contract Documents shall be paid by OWNER (unless otherwise specified). 13.5. All inspections, tests or approvals other than those required by Laws or Regulations of any public body having jurisdiction shall be performed by organizations acceptable to OWNER and CONTRACTOR (or by ENGINEER if so specified). 13.6. If any Work (including the work of others) that is to be inspected, tested or approved is covered without written concurrence of ENGINEER, it must, if requested by ENGI- NEER, be uncovered for observation. Such undovering shall be at CONTRACTOR's expense unless CONTRACTOR has given ENGINEER ximely notice of CONTRACTOR's inten- tion to cover the same and ENGINEER has not acted with reasonable promptness in response'to such notice. 13.7. Neither observations by ENGINEER nor inspec- tions, tests or approvals by others shall relieve CONTILa. C- TOR from CONTRACTOR's obligations to perform the Work in accordance with the Contract Documents. 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 request, 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 found that such Work is defective, CONTRACTOR shall .bear all direct. indirect and consequential costs of such uncovering, expo- sure, observation, inspection and testing and of satisfactory reconstruction, (including but not limited to fees and charges of engineers, architects, attorneys and other professionals), 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 Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction; and, if the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a claim therefor as pro- vided in Articles 11 and 12. Owner May Stop the Work: 13.10. If the Work is defective, or CONTRACTOR fails to supply sufficient skilled workers or suitable materials or equipment, or fails to furnish or perform the Work in such a way that the completed Work will conform to the Contract Documents, OWNER may order CONTRACTOR to stop the · Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any 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, i~' the Work has been rejected by ENGINEER, remove it from the site and replace it with nondefective Work. CONTRACTOR shall bear all direct, indirect and consequential costs of such correction or r~moval (including but not limited to fees and charges of engineers, architects, attorneys and other profes- sionals) made necessary thereby. One Year Correction Period: 13.12. 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 appli- cable special guarantee required by the Contract Documents or by any specific provision of the Contract Documents, any Work is found to be defective, CONTRACTOR shall promptly. without cost to OWNER and in accordance with OWNER's written instructions, either correct such defective Work. or, if it has been rejected by OWNER. remove it from the site and replace it with no.defective Work. 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 cor- rected or the rejected Work removed and replaced, and all direct, indirect and consequential costs of such removal and replacement (including but not limited to fees and charges of engineers, architects, attorneys and other professionals) will be paid by CONTRACTOR. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications or by Written Amendment. Acceptance of Defective Work: 13.13. If.. instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to ENGINEER's recommendation of final payment, also ENGINEER) prefers to accept it, OWNER may do so. CON- TRACTOR shall bear all direct, indirect and consequential 25 costs attributable to OWNER's evaluation of and determi- nation to accept such defective Work (such costs to be approved by ENGINEER as to reasonableness and to include but not be limited :o fees and charges of engineers, architects, attor- neys and other professionals). If any such acceptance occurs prior to ENGINEER's recommendation of final payment, a Change Order will be issued incorporating the necessary revi- sions 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 ~he amount thereof, OWNER may make a claim therefor as provided in Article 11. If the acceptance occurs after such recommendation, an appropriate amount will be paid by CONTRACTOR to OWNER. OWNER May Correct Defective Work: 13.14. If CONTRACTOR fails within a' ~'easonable time after written notice of ENGINEER to proceed to correct and to correct defective Work or to remove and replace rejected Work as required by ENGINEER in accordance with para- graph 13.11, or if CONTRACTOR fails to perform the Work in accordance with the Contract Documents, or if CON- TRACTOR fails to comply with any other provision of the Contract Documents, OWNER may, after seven days' writ- ten notice to CONTRACTOR, correct and remedy any such deficiency. In exercising the rights and remedies under this paragraph OWNER shall proceed expeditiously. To the extent necessary to complete 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 CON- TRACTOR's services 'related thereto, take possession of CONTRACTOR's tools, appliances, construction equipment and machinery at the site and incorporate in the Work all materials and equipment stored at the site or for which OWN ER has paid CONTRACTOR but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER's represen- tatives, agents and employees such access to the site as may be necessary to enable OWNER to exercise the rights and remedies under this paragraph. All direct, indirect and con- sequential costs of OWNER in exercising such rights and remedies will be charged against CONTRACTOR in an amount approved as to reasonableness by ENGINEER, 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 11. Such direct, indirect and consequen- tial costs will include but not be limited to fees and charges of engineers, architects, attorneys and other professionals, all court and arbitration costs and all costs of repair and replacement 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 Time because of any delay in per- formance of the Work attributable to the exercise by OWNER 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 will be incorporated into a form of Application for Pay- ment acceptable to ENGINEER. Progress payments on account of Unit Price Work will be based on the number of units completed. Application for Progress Payment: 14.2. At least twenty days before'each progress payment is scheduled (but not m.0re often than once a month), CON- TRACTOR shall submit to ENGINEER for review an Appli- cation 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 equipment not incorporated in the Work but delivered and suitably stored at the site or at another location agreed to in writing, the Application for Payment 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, charges. security interests and encumbrances (which are hereinafter in these General Conditions referred to as "Liens") and evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect OWNER's interest therein, all of which will be sat- isfactory to OWNER. The amount of retainage with respect to progress paymenis will be as stipulated in the Agreement. CONTRACTOR's Warranty of Title: 14.3. CONTRACTOR warrants and guarantees that title to all Work. materials and equipment covered by any Appli- cation 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. 26 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 rec- ommend payment. In the latter case, CONTRACTOR may make the necessary corrections and resubmit the Applica- tion. Ten days after presentation of the Application for Pay- ment with ENGINEER's recommendation, the amount rec- ommended will (subject to the provisions of the last sentence of paragraph 14.7) become due and when due will be paid by OWNER to CONTRACTOR. 14.5. ENGINEER's recommendation of any payment requested in an Application for Payment will constitute a representation by ENGINEER to OWNER, based on ENGI- NEER's on-site observations of the Work in progress as an experienced and qualified design professional and on ENGI- NEER's review of the Application for Payment and the accompanying data and schedules that the Work has pro- gressed to the point indicated; that, to the best of ENGI- NEER's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation 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 qualifi- cations stated in the recommendation); and that CONTRAC-' TOR is entitled to payment of the amount recommended. However, by recommending any such payment ENGINEER will not thereby be deemed to have represented that exhaus- tive or continuous on-site inspections have been made to check the quality or the quantity of th6 Work beyond the responsibilities specifically assigne.d to ENGINEER in the Contract Documents or that there may not be other matters or issues between the parties that might entitle CONTRAC- TOR to be paid additionally by OWNER or OWNER to withhold payment to CONTRACTOR. 14.6. ENGINEER's recommendation of final payment will constitute an additional representation by ENGINEER to OWNER that the conditions precedent to CONTtL~.C- TOR's being entitled to final payment as set forth in para~aph 14.13 have been fulfilled. 14.7. ENGINEER may refuse to recommend the xvhole or any part of any payment if, in ENGINEER's opinion, it would be incorrect to make such representations to OWNER. ENGINEER may also refuse ~o recommend any such pay- ment, or, because of subsequently discovered 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: 14.7.1. 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. of ENGINEER's actual knowledge of the occurrence of any of the events enumerated in paragraphs 15.2.1 through 15.2.9 inclusive. OWNER may refuse to make payment of the full amount recommended by ENGINEER because claims have been made against OWNER on account of CONTRACTOR's per- formance or furnishing of the Work or Liens have been filed in connection with the Work or there are other items entitling OWNER to a set-off against the amount recommended, but OWNER must give CONTRACTOR immediate written notice (with a copy to ENGINEER) stating the reasons for such ac[ion. Substantial Completion: 14.8. When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify OWNER and ENGINEER in writing that the entire Work is substantially complete (except for iterris specifically listed by CONTRACTOR as incomplete) and request that ENGI- NEER issue a'certificate of Substantial Completion. Within a reasonable time thereafter, OW ,NER, CONTRACTOR and ENGINEER shall make an inspection of the Work to deter- mine the status of completion. If ENGINEER does not con- sider the Work substantially complete, ENGINEER will notify CONTRACTOR in writing giving the reasons therefor. If ENGINEER considers the Work substantially complete, ENGINEER will prepar~ and deliver to OWNER a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or cor- rected before final payment. OWNER shall have seven days after receipt of the tentative certificate during which to make written objection to ENGINEER as to any provisions of the certificate or attached list. If, after considering such objec- tions, ENGINEER concludes that. the Work is not substan- tially complete, ENGINEER will,within fourteen days after submission of the tentative certificate to OWNER notify CONTRACTOR in writing, stating the reasons therefor. If. after consideration of OWNER's objections. ENGINEER considers the Work substantially complete, ENGINEER will within said fourteen days execute and deliver to OWNER and CONTRACTOR a definitive certificate of Substantial Completion (with a revised tentative list of items to be com- pleted or corrected) reflecting such changes from the tentative certificate as ENGINEER believes justified after consider- ation of any objections from OWNER. At the time of delivery of the tentative certificate of Substantial Completion ENGI- NEER will deliver to OWNER and CONTRACTOR a written recommendation as to division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, .safety, maintenance, heat, utilities, insurance and warranties. Unless OWNER and CONTRACTOR agree otherwise in writing and so inform ENGINEER prior to ENGINEER's issuing the definitive certificate of Substantial Completion, ENGINEER's afore- said recommendation will be binding on OWNER and CON- TRACTOR until final payment. 14.9. OWNER shall have the right to exclude CON- TRACTOR from the Work after the date of Substantial Com- pletion, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. Partial Utilization: 14.10. Use by OWNER of any finished part of the Work, which has specifically been identified in the Contract Docu- 27 ments, or which OWNER, ENGINEER and CONTRAC- TOR agree constitutes a separately functioning and useable part of the Work that can be used by OWNER without sig- nificant interference with CONTRACTOR's performance of the remainder of the Work, may be accomplished prior to Substantial Completion of all the Work subject to the follow- ing: 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, CONTRACTOR will certify to O .WlXIER and ENGINEER that said part of the Work is substantially complete and request ENGINEER to issue a certificate of Substantial Completion for that part of the Work. CON- TRACTOR at any time may notify OWNER and ENGI- NEER in writing that CONTRACTOR considers any such part of the Work ready for its intended use and substan- tially complete and request ENGINEER to issue a certif- icate of Substantial Completion for that pan of the Work. Within a reasonable time after either such request, OWNER, CONTRACTOR and ENGINEER shall make an inspec- tion of that part of the Work to' determine its status of completion. If ENGINEER does not consider that part of the Work to be substantially complete, ENGINEER will notify OWNER and CONTRACTOR in writing giving the reasons therefor. If ENGINEER considers that part of the Work to be substantially complete, the provisions of para- graphs 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. OWNER may at any time request CON- TRACTOR in writing to permit OWNER to take over operation of any such part of the Work although it is not substantially complete. A copy of such request will be sent to ENGINEER and within a reasonable time there- after OWNER, CONTRACTOR and ENGINEER shall make an inspection of that part of the Work to determine its status of completion and will prepare a list of the items remaining to be completed or corrected thereon before final payment. If CONTRACTOR does not object in writ- ing to OWNER and ENGINEER that such part of the Work is not ready for separate operation by OWNER, ENGINEER will finalize the list of items to be completed or corrected and will deliver such list to OWNER. and CONTRACTOR together with a written recommendation as to the division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, utilities, insur- ance, warranties and guarantees for that part of the Work which will become binding upon OWNER and CON- TRACTOR at the time when OWNER takes over such operation (unless they shall have otherwise agreed in writ- ing and so informed ENGINEER). During such operation and prior to Substantial Completion of such part of the Work, OWNER shall allow CONTRACTOR reasonable access to complete or correct items on said list and to complete other related Work. 14.10.3. 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. , 28 Final Inspection: 14.11. 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 particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to remedy such defi- ciencies. Final Application for Payment: 14.12. After CONTRACTOR has completed all such cor- rections to 'the satisfaction of ENGINEER and delivered all maintenance and operating instructions, schedules, guaran- tees, Bonds, certificates of inspection, marked-up record documents (as provided in paragraph 6.19) and other docu- ments-all as required by the Contract Documents, and after ENGINEER has indicated that the Work is acceptable (sub- ject to the provisions of paragraph 14.16), CONTRACTOR may make application for final payment following the pro- cedure for progress payments. The final Application for Pay- ment shall be accompanied by all documentation called for in the Contract Documents, together with 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 thereof and as approved by OWNER, CONTRACTOR may furnish receipts or releases in full; an affidavit of CON- TRACTOR that the releases and receipts include all labor, services, material and equipment for which a Lien could be filed, and that all payrolls, material and equipment bills, and other indebtedness connected with the Work for which OWNER or OXX,~ER's property might in any way be respon- sible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any Subcontractor or Supplier fails to furnish a release or receipt in full, CON- TRACTOR may furnish a Bond or other collateral satisfac- tory to OWNER to indemnify OWNER against any Lien. Final Payment and Acceptance: 14.13. If, on the basis of ENGINEER's observation of the Work during construction and final inspection, and ENGINEER's review of the final Application for Payment and accompanying documentation--all 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, ENGI- NEER will, within ten days after receipt of the final Appli- cation for Payment, indicate in writing ENGINEER's rec- ommendation of payment and present the Application to OWNER for payment. Thereupon' ENGINEER will give written notice to OWNER and CONTRACTOR that the Work is acceptable subject to the provisions of paragraph 14.16. Otherwise, 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 Appli- cation. Thirty days after presentation to OWNER of the Application and accompanying documentation, in appropri- ate form and substance, and with ENGINEER's recommen- dation and notice of acceptability, the amount recommended by ENGINEER will become due and will be paid by OWNER to CONTRACTOR. 14.14. If, through no fault of CONTRACTOR, final com- pletion of the Work is significantly delayed and if ENGI- NEER so confirms, OWNER shall, upon receipt of CON- TRACTOR's final Application for Payment and recommen- dation of ENGINEER, and without terminating the Agree- ment, make payment 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 Agree- ment, and if Bonds have been furnished as required in para- graph 5.1, the written consent of the surety to the payment of the balance due for that portion of the Work fully com- pleted and accepted shall be submitted by CONTRACTOR to ENGINEER with the Application for such payment. Such payment shall be made under the terms and conditions gov- erning final payment, except that it shall not constitute a waiver of claims. Contractor's Continuing Obligation: 14.15. CONTRACTOR's obligation to perform and com- plete the Work in accordance with the Contract Documents shall be absolute. Neither recommendation of any progress or final payment by ENGINEER, nor the issuance of a cer- tificate of Substantial Completion, nor any payment by OWNER to CONTRACTOR under the Contract Documents, nor any use or occupancy of the Work or any part thereof by OWNER, nor any act of acceptance by OWNER nor any failure to do so, nor any review and approval of a Shop Drawing or sample submission, nor the issuance of a notice of acceptability by ENGINEER pursuant to paragraph 14.13. nor any correction of defective Work by OWNER will con- stitute an acceptance of Work 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 (except as provided in paragraph 14.16). Waiver of Claims: 14.16. The making and acceptance of final payment will constitute: 14.16.1. a waiver of all claims by OWNER against CONTRACTOR, except claims arising from unsettled Liens, from defective Work appearing after final inspec- tion pursuant to paragraph 14.11 or from failure to comply with the Contract Documents or the terms of any special guarantees specified therein; however, it will not consti- tute a waiver by OWNER of any rights.in respect of CONTRACTOR's continuing obligations under the Con- tract Documents; and 14.16.2. a waiver of all claims by CONTRACTOR against OWNER other than those previously made in writ- ing and still unsettled. ARTICLE 15~SUSPENSION OF WORK AND TERMINATION Owner May Suspend Work: 15.1. OWNER may, at any ti,me and without cause, sus- pend the Work or any portion there6f for a period of not more than ninety days by no.t. ice 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 increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension if CONTRACTOR makes an approved claim therefor as provided in Articles 11 and 12. Owner May Terminate: 15.2. Upon the occurrence of any one or more of the following events: 15.2.1. if CONTRACTOR commences a voluntary, case under any chapter of the Bankruptcy Code (Title I 1. United States Code), as now or hereafter in effect, or if CON- TRACTOR takes any equivalent or similar action by filing a petition or otherwise under any other federal or state law in effect at such time relating to the bankruptcy or insolvency; 15.2.2. if a petition is filed against CONTRACTOR under any chapter of the Bankruptcy Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against CONTtL~.CTOR under any other federal or state law in effect at the time relating to bankruptcy or insolvency; 15.2.3. if CONTRACTOR makes ageneralassignment for the benefit of creditors; 15.2.4. ff a trustee, receiver, custodian or agent of CONTRACTOR is appointed under appLicable law or under contract, whose appointment or authority to take charge of property of CONTRACTOR is for the purpose of enforcing a Lien against such property or for the purpose of general administration of such property for the benefit of CONTRACTOR's creditors; 15.2.5. if CONTRACTOR admits in writing an inabil- ity to pay its debts generally as they become due; 15.2.6. if CONTRACTOR persistently fails to perform the Work in accordance with the Contract Documents 29 (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established under paragraph 2.9 as revised from time to time); 15.2.7. if CONTRACTOR disregards Laws or Regu- lations of any public body having jurisdiction; 15.2.8. if CONTRACTOR disregards the authority of ENGINEER; or 15.2.9. if CONTRACTOR otherwise violates in any substantial way any provisions of the Contract Docu- ments; OWNER may, after giving CONTRACTOR {'and the surety, if there be one) seven days' written notice and to the extent permitted 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 materials 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 the direct, indirect and consequential costs of completing the Work (including but not limited to fees and charges of engineers, architects, attor- neys and other professionals and court and arbitration costs~ such excess will be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. Such costs incurred by OWNER will be approved as to reasonableness by ENGINEER and incor- porated in a Change Order, but 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 terminated by OWNER, the termination will not affect any fights or remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys due CObPTRACTOR by OWNER will not release CONTRACTOR from liability. 15.4. Upon seven days' written notice to CONTRAC- TOR and ENGINEER, OWNER may, without cause and without prejudice to any other right or remedy, elect to aban- don the Work and terminate the Agreement. In such case. CONTRACTOR shall be paid for all Work. executed and any expense sustained plus reasonable termination expenses, which will include, but not be limited to, direct, indirect and con- sequential costs (including, but not limited to, fees and charges of engineers, architects, attorneys and other professionals and court and arbitration costs). Contractor Ma), 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 authority. or ENGINEER fai!s 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 deter- ,nined to be due, then CONTRACTOR may. upon seven days' written notice to OWNER and ENGINEER, terminate the Agreement and recover from OWNER payment for all Work executed and any expense sustained plus reasonable termination expenses. In addition and in lieu of terminating the Agreement. if ENGINEER has failed to act on an Appli- cation for Payment or OWNER has failed to make any pay- ment as aforesaid. CONTRACTOR may upon seven days' written notice to OWNER and ENGINEER stop the Work until payment of all amounts then du~:. The provisions of this paragraph shall not relieve CONTRACTOR of the obligations under paragraph 6.29 to carry on the Work in accordance with the progress schedule and without delay during disputes and disagreements with OWNER. [The remainder of this page was left blank intentionally.] 30 ARTICLE 16~ARBITRATION 16.1. All claims, disputes and other matters in question between OWNER and CONTRACTOR arising out of. or relating to the Contract Documents or the breach thereof (except for claims which have been waived by the making or acceptance of final payment as provided by paragraph 14.16) will be decided by arbitration in accordance with the Con- struction Industry Arbitration Rules of the American Arbi- tration Association 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 accor- dance herewith as provided in this Article 16 will be specifi- cally enforceable 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 9.11 will be made until the earlier Of(a) the date on which ENGINEER has rendered a decision or (b) the tenth 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 for 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 9.11; and the failure to demand arbitration within said thirty days' period ,'" shall result in ENGINEER's decision being final and binding upon OWNER and CONTRACTOR. If ENGINEER renders a decision 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 acceptable to the parties concerned. No demand for arbitra- tion of any written decision of ENGINEER rendered in ,,., accordance with paragraph 9.10 will be made later than ten days after the party making such demand has delivered writ- ten 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, disput,e or other matter in question would be barred by the applicable statute of limi- tations. 16.4. No arbitration arising out of or relating to the Con- tract Documents shall include by consolidation, joinder or in any other manner any other per, son or entity (including ENGINEER. ENGINEER's agents; employees or consul- tants) who is not a party to this contract unless: 16.4.1. the inclusion of such other person or entity is necessaD' if complete relief is to be afforded among those who are already parties to the arbitration, 16.4.2. such other person or entity is substantially involved 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 CONTRAC- TOR 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. The award rendered by the arbitrators wil!...be final. judgment ma.',' be entered upon it in any court hh,;qng juris- diction thereof, and will not be subject to modification or appeal except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act (9 U.S.C. §§10.11). [The remainder of this page was left blank intentionally.] 31 ARTICLE 17--MISCELLANEOUS Giving Notice: 17.1. Whenever any provision of the Contract Docu- ments requires the giving of written notice, it will be deemed to have been validly given if delivered in person to the indi- vidual or to a member of the firm or to an officer of the corporation for whom 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. Computation of Time: 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 computa- tion. 17.2.2. A calendar day of twenty-four hours measured from midnight to the next midnight shall constitute a day. General: 17.3. Should OWNER or CONTRACTOR suffer injury. or damage to person or property because of any error, omis- sion or 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 pro- visions of any applicable statute of limitations or repose. 17.4. The duties and obligations imposed by these Gen-' eral Conditions and the rights and remedies available here- under to the parties hereto, and, in particular but without limitation, the warranties, guarantees, and obligations imposed upon CONTRACTOR by paragraphs 6.30, ! 3.1, 13.12, 13.14, 14.3 and 15.2 and all of the rights and remedies available to OWNER and ENGINEER thereufider, are in addition to, and are not to be constn~ed 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, obliga- tion, right and remedy to which they apply. All representa- tions, warranties and guarantees made in the Contract Doc- uments will survive final payment and termination or com- pletion of the Agreement. ,-, 33 SUPPLEMENTARY CONDITIONS THESE SUPPLEMENTARY CONDITIONS AMEND THE STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT (NO. 1910-8, 1983 ED.) AS INDICATED BELOW. ALL PROVISIONS WHICH ARE NOT AMENDED OR SUPPLEMENTED REMAIN IN FULL FORCE AND EFFECT. ALL PROVISIONS AMENDED REMAIN IN FULL FORCE AND EFFECT AS AMENDED. ARTICLE 1 - DEFINITIONS SC-1. Calendar Day or Days: Any successive day or days of the week or month, no days being excepted. Engineer: The word "Engineer" in these contract documents and specifications shall be understood as referring to CITY ENGINEER, City of Coppell, P.O. Box 478, Coppell, TX 75019, Engineer of the Owner, or such other representatives as may be authorized by said Owner to act in any particular position. Owner: The word "Owner" in these contract documents and specifications refers to the CITY OF COPPELL acting through its authorized representatives. Shop Drawings: Add the following language after the second reference to CONTRACTOR: "after his review and approval of same". All other terms used in these Supplementary Conditions which are defined in the Standard General Conditions of the Construction Contract (No. 1910-8, 1983 ed.) shall have the same meanings used in the General Conditions. ARTICLE 2 - PRELIMINARY MATTERS SC-2.2. Amend the first sentence by changing "ten copies" to be "five copies". SC-2.3. Delete paragraph 2.3 in its entirety and insert the following in lieu thereof: 2.3. The contract time will commence to run on the tenth day after the date of Notice to Proceed. SC-2.8. Amend the first sentence of paragraPh 2.8 to delete the following: after the effective date of the Agreement, but". Section 000232 - Supplementary Conditions "Within twenty days Page 1 SC-2.9. Amend the first sentence of paragraph 2.9. by adding the following at the beginning of the sentence: "If requested by Owner, Engineer or Contractor". SC-2.10. Add the following new paragraph 2.10 immediately after paragraph 2.09; Conflict of Interest 2.10. City Charter states that no officer of the City shall have a financial interest, direct or indirect, in any contract with the City, nor shall be financially interested, directly or indirectly, in the sale to the City of any land, or rights or interest in any land, materials, supplies or services. This prohibition does not apply when the interest is represented by ownership of stock in a corporation involved, provided such stock ownership amounts to less than one percent (1%) of the corporation stock. Any violation of this prohibition will constitute malfeasance in office. Any officer or employee of the City found guilty thereof should thereby forfeit his office or position. Any violation of this prohibition with the knowledge, expressed or implied, of the persons or corporations contracting with the City shall render the contract voidable by the City Manager or the City Council. The Contractor represents that no employee or officer of the City has an interest in the Contractor. ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REVISE SC-3.2. Add the following language at the end of the paragraph 3.2.: "If there is any conflict between the provisions of the Contract Documents and any such referenced standard specifications, manuals or codes, the provisions of the Contract Documents shall take precedence over that of any standard specifications, manuals or codes." ARTICLE 4 - AVAILABILITY OF LANDS: PHYSICAL CONDITIONS: REFERENCE POINTS SC-4.2.1.1. Add the following new paragraph 4.2.1.1 immediately after paragraph 4.2.1.: 4.2.1.1. In the preparation of Drawings and Specifications, ENGINEER has established and relied upon the following reports of explorations and tests of subsurface conditions at the site of the work: No Geotechnical explorations or tests of subsurface conditions have been performed. The Contractor may take borings at the site to satisfy himself as to subsurface conditions. Section 000232 - Supplementary Conditions Page 2 SC-4.3.3. Add the following new paragraph 4.3.3 immediately after 4.3.2: 4.3.3. Existing Utilities and Sewer Lines: The Contractor shall be responsible for the protection of all existing utilities or service lines crossed or exposed by the construction operations. Where existing utilities or service lines are cut, broken or damaged, the CONTRACTOR shall replace the utilities or service lines with the same type of original construction, or better, at his own cost and expense. If it is necessary to change or move the property of any owner or of a public utility, such property shall not be moved or interfered with until authorized by the ENGINEER. The right is reserved to the owner of any public utility to enter upon the.. limits of the project for the purpose of making such changes or repairs of their property that may be made necessary by the performance of this contract. SC-4.4.1 Add the following new paragraph 4.4.1 immediately after paragraph 4.4.: 4.4.1. Construction stakes shall be provided by the Contractor as per Item 4.4 of the General Conditions. Vertical control has been established as shown on the construction plans. Horizontal control can be established from existing inlets, street intersections or other utilities indicated on the construction plans. The Contractor shall be responsible for establishing all lines and grades, and the precise location of all proposed facilities. The ENGINEER may make checks as the Work progresses to verify lines and grades established by the Contractor to determine the conformance of the completed Work as it progresses with the requirements of the construction documents. Such checking by the Engineer shall not relieve the Contractor of his responsibility to perform all Work in connection with Contract Drawings and Specifications and the lines and grades given therein. ARTICLE 5 - BONDS AND INSURANCE SC-5.1. Delete this paragraph in its entirety. SC-5.1.1. Delete this paragraph in its entirety. SC-5.3. through SC-5.7. Delete sections 5.3 through 5.7 in their entirety and substitute the following in lieu thereof: --- Section 000232 - Supplementary Conditions Page 3 5.3. Insurance Required. The Contractor shall not commence work under this contract until he has obtained all insurance required under this paragraph and Item 1.26 of the North Central Texas Standard Specifications for Public Works Construction as amended August 23, 1990, and such insurance has been approved by the City, nor shall the Contractor allow any subcontractor to commence work on this subcontract until all similar insurance of the subcontractor has been so obtained and approved. 5.3.1. Compensation Insurance. The Contractor shall take out and maintain during the life of this contract Worker's Compensation Insurance 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 Worker's Compensation Insurance for all of the latter employees unless such employees are covered by the protection afforded by the Contractor. In case any class'of employee engaged in hazardous work under this contract at the site of the project is not protected under the Worker's Compensation statute, the Contractor shall ~Provide and shall cause each subcontractor to provide adequate and suitable insurance for the protection of his employees not otherwise protected. The minimum amount of insurance shall be as follows: Each Accident Disease Each Employee Disease Policy Limit $100,000 $100,000 $500,000 5.3.2. Commercial General Liability Insurance. Contractor shall take out and maintain during the life of this contract such General Liability Insurance (including explosion, collapses and underground damage coverage) as shall protect him and any subcontractor performing work covered by this contract, from claims for damages' for personal injury, including accidental death, as well as from claims for property damages, which may arise from operations under this Contract, including blasting, when blasting is done on or in connection with the work of the project, whether such operations be by himself or by any subcontractor or by any one directly or indirectly employed by either of them. The minimum amount of insurance shall be as follows: General Aggregate Products - Components/ Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage (any one fire) Medical Expense (any one person) $1,000,000 $1,000,000 $600,000 $600,000 $5O,OOO $5,000 5.3.3. Automobile Liability Insurance. The Contractor shall take out and maintain during the life of this contract such Automobile Liability Insurance for owned, hired and nonowned vehicles as shall protect him and any subcontractor performing work covered by this contract. The minimum amount of such insurance shall be as follows: Combined Bodily Injury and Property Damage Bodily Injury Bodily Injury Property Damage $600,000 per occurrence $250,000 'per person $500,000 per accident $100,000 --- Section 000232 - Supplementary Conditions Page 4 5.4. Protective Liability Insurance. The contractor shall take out and maintain during the life of this contract an owners protective liability insurance policy. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the contractors liability insurance. The minimum amount of such insurance shall be as follows: Combined Bodily Injury and Property Damage $600,000 per occurrence $1,000,000 aggregate 5.5. Proof of Carriage of Insurance. The Contractor shall furnish the City with satisfactory proof of carriage of the Insurance required as required by paragraph 5.8. of the General Conditions. SC-5.8. Amend the first sentence of paragraph 5.8.: (i) by deleting the word "OWNER" in the third line of the first sentence and substituting the word "CONTRACTOR", (ii) by deleting the word "CONTRACTOR" in the seventh line of ihe first sentence and substituting the word "OWNER", and (iii) by deleting the words "paragraphs 5.6. and 5.7." of the third line of the first sentence and substituting the words "paragraphs 5.3. and 5.4.". SC-5.10. Delete paragraph 5.10. in its entirety and insert the following in lieu thereof: 5.10. If OWNER requests in writing that other special insurance be included in the property insurance policy, CONTRACTOR shall, if possible, include such insurance, and the cost thereof will be charged to OWNER by appropriate Change Order or Written Amendment. Prior to commencement of the Work at the site, CONTRACTOR shall in writing advise OWNER whether or not such other insurance has been procured by CONTRACTOR. SC-5.11.1. ' Amend paragraph 5.11.1 to delete reference to paragraphs 5.6. and 5.7. in the 4th line and substitute the words "paragraph 5.4.", and delete the word "OWNER" in the next to last line and substitute the word "CONTRACTOR". SC-5.11.2. Delete paragraph 5.11.2 in its entirety and insert the following in lieu thereof: 5.11.2 CONTRACTOR intends that any policies provided in response to paragraph 5.4 shall protect all of the parties insured and provide coverage for all losses and damages caused by the perils covered thereby. Accordingly, all such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurer will have no rights of recovery against any of the parties named as insured or additional insured; and if such waiver forms are required of any Subcontractor, CONTRACTOR will obtain the same. ,-- Section 000232 - Supplementary Conditions Page 5 SC-5.12. Amend the first sentence of paragraph 5.12 to delete reference to paragraphs 5.6. and 5.7. and substituting the words "paragraph 5.4. of the Supplementary Conditions." SC-5.14. Delete paragraph 5.14. in its entirety and insert the following in lieu thereof: 5.14 If OWNER has any objection to the coverage afforded by or other provisions of the insurance required to be purchased and maintained by CONTRACTOR in accordance with paragraphs 5.3 and 5.4 of on the basis of its not complying with the Contract Documents, OWNER shall notify CONTRACTOR in writing thereof within te, n days of the date of delivery of such certificates to OWNER in accordance with paragraph 2.7. Failure by OWNER to give any such notice of objection within the time provided shall constitute acceptance of such insurance purchased by the CONTRACTOR as complying with the Contract Documents. SC-5.15. Amend the first sentence of paragraph 5.15 to delete the word "substantial". ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES SC-6.7.1. Amend the sixth sentence of paragraph 6.7.1 to delete the word "substantial". SC-6.15.1 Add the following new paragraph 6.15.1 immediately after paragraph 6.15.: 6.15.1. Recent legislation has removed the sales tax exemption previously provided by Section 151.311 of the Tax Code covering tangible personal property purchased by a contractor for use in the performance of a contract for the improvement of City-owned realty. It is still possible, however, for a contractor to make tax-free purchase of tangible personal property which will be incorporated into and become part of a City construction project through the use of a "separated contract" with the City. A "separated contract" is one which separates charges for materials from charges for labor. Under such a contract, the contractor becomes a "seller" of those materials which are incorporated into the project, such as bricks, lumber, concrete, paint, etc. The contractor issues a resale certificate in lieu of paying the sales tax at the time such items are purchased. The contractor then receives an exemption certificate from the City for those materials. (This procedure may not be used, however, for materials which do not become a part of the finished product. For example, equipment rentals, form materials, etc. are not considered as becoming "incorporated" into the project). ~ ,- Section 000232 - Supplementary Conditions Page 6 Utilization of this "separated contract" approach eliminates the need for bidders to figure in sales tax for materials which are to be incorporated into the project. The successful bidder's bid form will be used to develop the "separated contract" and will determine the extent of the tax exemption. Upon execution of the construction contract, the contractor shall furnish a breakdown (per item) of 1) materials incorporated into the project; and 2) labor, equipment, supervision and materials not incorporated into the project. SC-6.20. Amend the last sentence of paragraph 6.20 to delete the word "substantial". ARTICLE 7 - OTHER WORK SC-7.1 Delete the last sentence of paragraph 7.1 and substitute the following: The ENGINEER shall coordinate such other work with the CONTRACTOR and schedule events to minimize delay caused to the CONTRACTOR. No additional time shall be given to the CONTRACTOR for such related work except as provided in paragraph 7.5 and Article 12. SC-7.5. Add the following new paragraph 7.5 immediately after paragraph 7.4.: 7.5. Should CONTRACTOR cause damage to the work or property of any separate Contractor at the site, or should any claim arising out of CONTRACTOR's performance of the Work at the site be made by any separate Contractor against CONTRACTOR, OWNER, ENGINEER, Consulting Engineer or any other person, CONTRACTOR shall promptly attempt to settle with such other Contractor by agreement, or to otherwise resolve the dispute by arbitration or at law. CONTRACTOR shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold OWNER, ENGINEER and Consulting Engineer harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of engineers, architects, attorneys and other professionals and court and arbitration costs) arising directly, indirectly or consequentially out of any action, legal or equitable, brought by any separate Contractor against OWNER, ENGINEER or Consulting Engineer to the extent based on a claim arising out of CONTRACTOR's performance of the Work. Should a separate Contractor cause damage to the work or property of CONTRACTOR or should the performance of work by any separate Contractor at the site give rise to any other claim, CONTRACTOR shall not institute any action, legal or equitable, against OWNER, ENGINEER or Consulting Engineer or permit any action against any of them to be maintained and continued in its name or for its benefit in any court or before any arbiter which seeks to impose liability on or to recover damages from OWNER, ENGINEER or Consulting Engineer on account of any such damage or claim. If CONTRACTOR is delayed at any time in performing or furnishing Work by any act or neglect of a separate Contractor and OWNER and CONTRACTOR are unable to agree as to the extent of any adjustment in Contract Time attributable thereto, CONTRACTOR may make a claim for an extension of time in accordance with Article 12. An extension of the Contract Time shall be CONTRACTOR's exclusive remedy with respect to OWNER, ENGINEER and '- Section 000232 - Supplementary Conditions Page 7 Consulting Engineer for any delay, disruption, interference or hindrance caused by any separate Contractor." ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION SC-9.2. Amend the last sentence of paragraph 9.2. to delete the following: "as an experienced and qualified design professional". SC-9.10. Delete Paragraph 9.10 in its entirety and insert the follow.ing in lieu thereof: 9.10. ENGINEER will have authority to determine the actual quantities and classifications of items of Unit Price Work performed by CONTRACTOR, and the written decisions of ENGINEER on such matters will be final, binding on OWNER and CONTRACTOR and not subject to appeal (except as modified by ENGINEER to reflect changed factual conditions). ENGINEER will make determination of actual quantities in accordance with Measurement Methods identified for Unit Price Work where such methods are so identified in the Contract Documents. ARTICLE 11 - CHANGE OF CONTRACT PRICE SC- 11.9.3. Paragraph 11.9.3 is hereby deleted in its entirety and the following, including new paragraph 11.9.3.1 through 11.9.3.4, is substituted in lieu thereof: 11.9.3 "The unit price of an item of Unit Price Work shall be subject to re-evaluation and adjustment under the following conditions: 11.9.3.1. if the total cost of a particular item of Unit Price Work amounts to 5% or more of the Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by Contractor differs by more than 20%, both over and under, from the estimated quantity of such item indicated in the Agreement; and and 11.9.3.2. if there is no corresponding adjustment with respect to any other item of Work; 11.9.3.3. if CONTRACTOR can demonstrate that it has incurred additional expense as a result thereof; or 11.9.3.4. if OWNER can demonstrate that the quantity variation entitles it to an adjustment in the unit price, either OWNER or CONTRACTOR may make a claim for an adjustment in the Contract Price in accordance with Article 11 if the parties are unable to agree as to the effect of any such variations in the quantity of Unit Price Work performed." -" Section 000232 - Supplementary Conditions Page 8 ARTICLE 12 - CHANGES OF CONTRACT TIME SC-12.2. Add the following at the end of paragraph 12.2.' "No extension of the contract time shall be allowed unless the CONTRACTOR can demonstrate the delay caused an adverse impact to the critical path and that loss of time can not be made up by revising the sequence of the work of the project." ARTICLE 13 - WARRANTY AND GUARANTEE: TESTS AND INSPECTIONS: SC-13.4.1. Add the following new paragraph 13.4.1. immediately after paragraph 13.4.: 13.4.1. Observation of the contractor's work to determine compliance with the plans and specifications will include testing of materials installed on the project. Testing of work performed and materials furnished shall be done by a commercial laboratory employed by the Contractor and acceptable to the OWNER. The Contractor shall furnish, at his own expense, all necessary specimens for testing of the materials. All materials not conforming to the requirements of the specifications will be rejected. Section 000232 - Supplementary Conditions Page 9 DIVISION 1 - SPECIFIC PROJECT REQUIREMENTS DIVISION 1 SPECIFIC PROJECT REQUIREMENTS The construction specifications which apply to this project are the Standard Specifications for Public Works Construction - North Central Texas prepared through the North Central Texas Council of Governments (C.O.G.). The following Specific Project Requirements contain general and specific project requirements applicable to this project in the City of Coppell. These individual specifications control for this project. Additional amendments to the C.O.G. Standard Specifications are contained in Division 2 - Special Provisions to Standard Specifications for Construction. In the event that an item is not covered in the Project Drawings and these Specifications, then the Standard Specifications for the City of Coppell, Texas shall apply. Construction Details which apply to this project are the City to Coppell Standard.Construction Details, unless otherwise noted. These details can be obtained from the City of Coppell Engineering Department, 255 Parkway Boulevard, Coppell, Texas. DIVISION 1 - SPECIFIC PROJECT REQUIREMENTS 1.1 OWNER: The "Owner" as referred to in these Specifications is the City of Coppell, P.O. Box 478, Coppell, Texas 75019. 1.2 ENGINEER: The "Engineer" as referred to in these Specifications is the City Engineer, City of Coppell, Engineer of the Owner, or such other representatives as may be authorized by said Owner to act in any particular position. 1.3 CITY OF COPPELL: All improvements described in this Proposal and Construction Drawings shall be done in accordance with the Project Drawings and Specifications. In the event that an item is not covered in the Project Drawings and Specifications, then the Standard Specifications for Construction for the City of Coppell, Texas shall apply. 1.4 SITE: The Contractor shall limit his work to the area shown on the Project Drawings as within the street right-of-way or easements. Entrance onto private property shall be at the expressed approval of the ENGINEER, only. 1.5 PROJECT DESCRIPTION: This Contract consists of the construction of drainage improvements within the Meadows Subdivision on Leslie and Lansdowne Circle in the City of Coppell, Texas. 1.6 CALENDAR DAY COUNT: Calendar days shall be counted by the Engineer on the basis of the definition set out in the General Conditions of Agreement. The calendar day count shall be suspended upon receipt by the Engineer of a written request for final inspection. The calendar day count shall resume upon receipt by the Contractor of a written list of items necessary to satisfactorily complete the project. This process shall continue until such time as the project is accepted by the Engineer, and the Owner. The calendar day count will not be suspended or otherwise affected by use of completed portions or "substantial completion" of any of the project. 1.7 SAFETY PRECAUTIONS: The Contractor shall comply with all applicable laws including the Occupational Safety and Health Act of 1970, ordinances, rules, regulations and order of any public authority having jurisdiction for the safety of persons or property to protect them from damage, injury or loss. He shall erect and maintain, as required by existing conditions and progress of the work, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent utilities. 1.8 SOIL INVESTIGATION: A geotechnical investigation report has not been prepared. The Contractor shall visit the site and acquaint himself with the site conditions. 1.9 SURVEY AND FINISHED GRADES: The Contractor shall be responsible for installation of the storm sewer and inlets to plus or minus 0.1 O-foot of the elevations shown on the construction plans. ,-- Division 1 - Specific Project Requirements Page 2 1.10 1.11 1.12 1.13 1.14 Horizontal and vertical control is provided by the owner as shown on the plans. The Contractor shall be responsible for layout and staking of all grades and lines for construction. The Contractor shall preserve all stakes or markings until authorized by the Engineer to remove same. The Contractor shall bear the cost of re-establishing any control or construction stakes destroyed by either him or a third party and shall assume the entire expense of rectifying work improperly constructed due to failure to maintain established points and marks. No separate payment shall be made to the Contractor for construction staking which shall be considered incidental to the project and payments made under specific Pay Items shall be considered as full compensation for these requirements. CONFORMITY WITH DRAWINGS: All work shall conform to the lines, grades, cross- sections, and dimensions shown on the Drawings. Any deviation from the Drawings which may be required by the exigencies of construction will be determined by the Engineer and authorized by him in writing. TESTING LABORATORY SERVICE: The Contractor shall make arrangements with an independent laboratory acceptable to the owner for all backfill compaction, concrete and other testing as required by the construction plans and standard specifications. The Contractor shall bear all related costs of tests, inspections or approvals. The Contractor shall notify the ENGINEER in a timely manner of when and where tests or inspections are to be made so that they may be present. Two copies shall be provided to the Owner of all reports and laboratory test results. No separate payment shall be made to the Contractor for the cost of geotechnical testing services which shall be considered incidental to the project. SUSPENSION OF WORK: If the work should be stopped or suspended under any order of the court, or other public authority, the Owner may at any time during suspension upon seven days written notice to the Contractor, terminate the Contract. In such an event, the Owner shall be liable only for payment for all work completed plus a reasonable cost for any expenses resulting from the termination of the Contract, but such expenses shall not exceed $5,000. PRESERVATION OF TREES: Permission of the Engineer must be obtained for removal of trees on the property that obstruct the installation of the improvements as outlined in this project. Penalty for destruction of a tree without permission shall be $500.00 each, payable to the Owner. If damage is continuous, tree guards shall be erected when so directed by the Engineer at the Contractor's expense. COOPERATION OF CONTRACTOR: The Contractor shall have on the project at all times, as his agent, a competent Superintendent capable of reading the plans and specifications and thoroughly experienced in the type of work being performed. The Superintendent shall have full authority to execute orders or directions and to promptly supply such materials, equipment, tools, labor and incidentals as may be required. Such superintendence shall be furnished irrespective of the amount of work contracted. -- Division 1 - Specific Project Requirements Page 3 1.15 1.16 The Superintendent and the Contractor shall be responsible for supervision of all work performed by the subcontractor at all times during construction. WARNING DEVICES: The Contractor shall have the responsibility to provide and maintain all warning devices and take all precautionary measures required by law to protect persons and property while said persons or property are approaching, leaving or within the work site or any area adjacent to said work site. No separate compensation will be paid to the Contractor for the installation or maintenance of any warning devices, barricades, lights, signs or any other precautionary measures required by law for the protection of persons or property. The Contractor shall assume all duties owed by the City of Coppell to the general public in connection with the general public's immediate approach to and travel through the work site and area adjacent to said work site. Where the work is carded on, in, or adjacent to, any street, alley, sidewalk, public right- of-way or public place, the Contractor shall at his own cost and expense provide such flagmen and watchmen and furnish, erect and maintain such warning devices, barricades, lights, signs and other precautionary measures for the protection of persons or property as are required by law. The Contractor's responsibility for providing and maintaining flagmen, watchmen, warning devices, barricades, signs, and lights, and other precautionary measures shall not cease until the project shall have been accepted. If the Engineer discovers that the Contractor has failed to comply with the applicable federal and state law (by failing to furnish the necessary flagmen, warning devices, barricades, lights, signs or other precautionary measures for the protection of persons or property), the Engineer may order such additional precautionary measures as required by law to be taken to protect persons and property, and to be reimbursed by the Contractor for any expense incurred in ordering such additional precautionary measures. In addition, the Contractor will be held responsible for all damages to the work and other public or private property due to the failure of warning devices, barricades, signs, lights, or other precautionary measures in protecting said property, and whenever evidence is found of such damage, the Engineer may order the damaged portion immediately removed and replaced by and at the cost and expense of the Contractor. All of this work is considered incidental and shall not be separate pay item. EXISTING UTILITIES, STRUCTURES AND OTHER PROPERTY: Prior to any excavation, the Contractor shall determine the locations of all existing water, gas, sewer, electric, telephone, telegraph, television, and other underground utilities and structures. bo After commencing the work, use every precaution to avoid interferences with existing underground and surface utilities and structures, and protect them from damage. ,-, Division 1 - Specific Project Requirements Page 4 1.17 1.18 1.19 Where the locations of existing underground and surface utilities and structures are indicated, these locations are generally approximate, and all items which may be encountered during the work are not necessarily indicated. The Contractor shall determine the exact locations of all items indicated, and the existence and locations of all items not indicated. The Contractor shall repair or pay for all damage caused by his operations to all existing utilities, public property, and private property, whether it is below ground or above ground, and he shall settle in total cost of all damage suits which may arise as a result of this operations. eo To avoid unnecessary interferences or delays, the Contractor shall coordinate all utility removals, replacements and construction with the appropriate utility company. DRAINAGE: The Contractor shall maintain adequate drainage at all times. PROJECT MAINTENANCE: The Contractor shall maintain, and keep in good repair, the improvements covered by these plans and specifications during the life of the contract. CLEANUP: During Construction. The Contractor shall at all times keep the job site as free from all material, debris and rubbish as is practicable and shall remove same from any portion of the job site when it becomes objectionable or interferes with the progress of the project. Final. Upon completion of the work, the Contractor shall remove from the site all plant, materials, tools and equipment belonging to him and leave the site with an appearance acceptable to the Engineer and the Owner. The Contractor shall thoroughly clean all equipment and materials installed by him and shall deliver over such materials and equipment in a bright, clean, polished and new-appearing condition. 1.20 INSPECTION: The word "Inspection" or other forms of the word, as used in the contract documents for this project shall be understood as meaning an Owner's agent will observe the construction on behalf of the Owner. The agent will observe and check the construction in sufficient detail to satisfy himself that the work is proceeding in general accordance with the contract documents, but he will not be a guarantor of the Contractor's performance. 1.21 DISPOSAL OF WASTE AND SURPLUS EXCAVATION: All trees, stumps, slashings, brush or other debris removed from the site as a preliminary to the construction shall be removed from the property. Any required burning and disposal permits shall be the sole responsibility of the Contractor. All excavated earth in excess of that required for backfilling shall be removed from the job site and disposed of in a satisfactory manner except in locations where, in the judgement of the Engineer, it can be neatly spread over the adjacent area. ,_ Division 1 - Specific Project Requirements Page 5 1.22 1.23 WATER FOR CONSTRUCTION: The Contractor shall make the necessary arrangement for securing and transporting all water required in the construction, including water required for mixing of concrete, sprinkling, testing, flushing, flooding, or jetting. The Contractor shall provide water as required at his own expense. GUARANTEE: All work shall be guaranteed against defects resulting from the use of inferior materials, equipment or workmanship for a period of one (1) year from the date of final completion and acceptance of the project. ,_ Division 1 - Specific Project Requirements Page 6 DIVISION 2 - SPECIAL PROVISIONS TO STANDARD SPECIFICATIONS FOR CONSTRUCTION SPECIAL PROVISIONS TO STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION These Special Provisions, modify, or supplement the Standard Consumction Specifications of the North Central Texas Standard Specifications. All provisions which are not so modified or supplemented remain in full force and effect, except payment shall be as established in the Section 00140 - Bid Form. PART H: MATERIALS - DIVISION 2 ITEM 2.1.5. TRENCH BACKFIll.: (b) Types "B" and "C" (4) Additional Requirements (B) Additional Requirements for Type "C" backfill when used in streets: Insert the following paragraph at the beginning of this subsection: "All trench backfill shall be compacted to between 95 percent and 100 percent of Standard Proctor Density as determined by ASTM D-698 at, or up to five (5) percentage points above, optimum moisture content, using mechanical compaction methods unless otherwise specified in the Plans. Water jetting may be used only with specific written permission of the Engineer." ITEM 2.1.6. RIPRAP OR STONE MASONRY: (b) Materials and Dimensions (4) Mortar Riprap. Add the sentence: Mortar or concrete type shall be approved by the Engineer and shall conform to A.S.T.M. C 387-83. ITEM 2.1.7. PIPE BEDDING MATERIAL FOR STORM SEWERS: (a) General: Amend the tn'st sentence, by striking the words "requirements for earth bedding" and replace with "recommendations of the pipe manufacturer, and shall be approved by the Engineer. (b) paragraph: Engineer." Earth Bedding: Add the following sentence at the beginning of this "Earth bedding will not be permitted without written approval of the Special Provisions Page 1 PART ITEM 2.2.2. CHEMICAL ADMIXTURES: (a) ' Fly Ash. Delete the three paragraphs under this subsection from the specifications. The use of Fly Ash as an admixture in any Class of concrete is specifically prohibited without written approval of the Engineer. IH: DIVISION 3 - SITE PREPARATION ITEM 3.1.2. CONSTRUCTION METHODS: Add the following sentence after the second sentence: Thc method of protection shall be 2 inch by 4 inch wood r~iliug unless otherwise shown o9 the Plans or directed by the Engineer. ITEM 3.7.3. DENSITY: Strike the first sentence and replace with the following: "Earth embedment and select material shall be compacted to between 95 percent and 100 percent of Standard Proctor Density as determined by ASTM D-698 at, or up to five (5) percentage points above, optimum moisture content, using mechanical compaction methods, unless otherwise specified in the Plans or Specifications." PART IV: DIVISION 4 - SUBBASE AND BASE COURSES ITEM 4.8.4. CONSTRUCTION METHODS: (b) Compaction Amend the last sentence of the first paragraph, by su'iking the words: "90 percent of the maximum dry density of such material." and replace with the words "95 percent of the maximnm dry density of such material, or as directed by Engineer. PART V: DIVISION 5 - PAVEMF. NT AND SURFACE COURSES ITEM 5.8.2. CONSTRUCTION METHODS (e) Joints (1) Expansion Joints: Delete the first paragraph and replace with the following: "Expansion joints shall be installed perpendicularly to the surface and centerline of the pavement. Expansion Joint material shall be redwood boards, 3/4-inch in width, and extended through curbs. Expansion joints are to be installed at each end of radius at street intersections. Expansion joints shall be equally spaced between intersections with not less than one every 200 linear feet of pavement, unless otherwise specified on the Plans or directed by the Engineer. Special Provisions Page 2 (c) Engineer". .PART VI: ITEM Proximity to Existing Structures: Add to end of sentence, "or as directed by the (2) Contraction Joints. Delete the first sentence of the first paragraph and insert the following: "Contraction or dummy joints shall be sawed to 1-1/4 inches in depth, and 1/4 inch in width, and installed every 12 linear feet of pavement, and extend through curb, unless otherwise directed by the Engineer." (h) Finishing. (1) Machine. Add the following paragraph at the end of this subsection: "Fog sprays powered by pressure pumps, and capable of covering the entire area of freshly placed concrete with a fine mist, shall be* used if water is needed for f'mishing operations." (2) ' Hand. Add a new paragraph after first paragraph which reads as follows: "Fog sprays powered by pressure pumps, and capable of covering the entire area of freshly placed concrete with a frae mist, shall be used if water is needed for finishing operations." DIVISION 6 - UNDERGROUND CONDUIT CONSTRUCTION 6.2.9. BACKFI : (b) Compaction. (2) Densities - Areas Not Subjected to or Influenced by Vehicular Traffic. Amend the second sentence by striking the words "to a density comparable with adjacent undisturbed material" and replacing with "to a density between 95 percent and 100 percent Standard Proctor Density as determined by ASTM D-698 at, or up to five (5) percentage points above, optimum moisture content, unless otherwise specified in the Plans or directed by the Engineer." Special Provisions Page 3