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DR9301-CN 921109(-~ .... · ~.-, ~,3 SPECIFICATIONS .,ONS ~ R UCTIt~,, - CONTRACT DO,~UMENTS FOR PHASE .'1[ DRAINAGE IMPROVEMENTS ~ILLOWOOD SUBDI-ViSION SANDY KNOLL/SHADOWCREST FOR THE CiTY OF COPPELL Prepared by: Albert H. HaL't' Associates, Inc. 8616 Northwest Plaza Drive Dallas, Texas 75225 AVO 52034 July ] 902 TABLE OF CONTENTS Division 0 - Bidding and Contract Documents Secdon00100 - Section 00110 - Section 00140 - Section 00232 - Notice to Bidders Ins~-uctions to Bidders Proposal and Bid Schedule Standard Form of Agreement (Contract) Standard General Conditions of the Consmmtion Contract 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 Derails 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 DI¥ISION 0 - BIDDING AND CONTRACT DOCUM~ENUTS SECTION 00100 - NOTICE TO BIDDERS Sealed bids addressed to the Pm-chasing Agent, City of Coppell, Texas, for Sandy KnoL1/Shadowcrest will be received in the Purchasing Office at the City of Coppell City Hall, 255 .m. Parkway Boulevard, until Z:00 ~,Pti. on Tueaday, October' 13, 199Z , and then publicly opened and read aloud. Each Bidder shall submit two identical copies of this bid with the City of Coppell Bid No. O099Z-03 designated clearly on the exterior of the bid envelope. The Owner reserves the right to reject any or all bids and to waive formalities. Un.reasonable or unbalanced unit lmces will.be considered sufficient cause for rejection 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 BD TRANSMITIT~ BY FAX WII .I. 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 Coppetl or the preparer,. Albert H. t-Ialff Associates, Inc. assume any responsibility for eh'ors or misinterpretations resulting fi:om the use of incomplete sets of Bidding Documents. NO SP, I.ES TAX ON TANGIBLE PERSONAL PROPERTY [NC'ORPORATED INTO OR MADE A PART OF ~ 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 £mished product, such as, equipment rental or purchase, form materials, etc.). In order to be exempt fi:om the sales tax on such tangil~le personal property, the contract shall separate and provide'separate charges for materials to be incorporated into the project fi:om charges for labor. The City will prov/de the Contractor with an exemption certificate for the mater/als. 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 -Nodce to Bidders Pa.ge 1 DIVISION 0 - BIDDING AND CONTRACT DOCUMEN~fS 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 exik. ) and the Supplementary Contritions of Agreement have the meanings assi=~ned to them in these General Conditions. The term "Bidder" means one who submim 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 hereinafter 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 m receipt of bids). Specific def'med terms are: Owner: Wherever the word "OWNER" is Used in the specificarionk ~and contract Documents, it shall be understood as referring to the City~ of Coppell, Texas. * Engineer: Wherever the word "ENGhNF_.ER" is used in the specifications and Contract Documents, it shall be understood as referring to the CITY EI~GI~--.ER or his authorized representative, City of Coppell, P.O. Box 478, Coppell, Texas 75019. Inspector: The authorized representative of nhe 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 Willowood Subdivision in the City of Coppell, Texas. As shown on the construction plans and described in these contract documents and specifications, amendmems and-attachments, furnish and install approximately 35 LF of 18-inch RCP and two cast-in-place 10-foot curb inlets on Shadowcmst Lane with approximately 334 square yards of 6-inch 3000 psi pavement replacement and a 24-inch RCP storm wamr diversion at Stremm G6 with associated headwall modifications; and furnish and install 860 square yards of 6-inch 3000 psi pavement at Sandy Knoll and Woodhurst Drives. 3. Copies of Bidding Documents 3.1 Complete sets of Ihe Bidding Documents may be obtained fromxhe PnrchasIng Agent at the offices of the City of Coppell, 255 Parkway Boulevard, CoppeR, Texas. The following general requirements.permin..to the.Bidding Documents: ...... A) No bidding documents will be issued later than two (2) days prior to .the bid opening date. Page 1 Section 001t0 -Instructions to Bidders B) After award of tins Conn-:~ct. thc successful Bidder nil! bc furnished fiv~ (5) sets of Contract Documents at no ch~ge. AddinonS sets over flys (5) will b~ furnished for $!5.00 per sst. C) Bidding Documents max' b~ exmmincd free of charge at the offices of the CITY EN©.hN.'EER, City of Co?pell, 255 Parkw,,ay Boulevard, Co?pslJ, Texas. Complete sets of Bidding Documents must be used in preparing Bids; neither thc CiD' of Coppell or the preparer, Albert H. I-{alff Associates, Inc. assume any responsibility for errors or misinterpretations resulting from thc use of incomplete sets of Bidding Documents. No pard~fl sets of plans, specifications or proposal forms will be issued. 3.3 The Owner in m~kmg Copies of Bidding Documents available on the above terms does so only for the purpose of obt ~aining Bids on the Work and does not confer a license or g'rant for any other use. 4. Qualifications of Bidders. The Bidder shall submit w~thin five (5) d~ys of the Owner's request such evidence as the Owner mayreqdire to establish his financial responsibility, experience and possession of such equipment as may be needed to prosecute the work in an expeditious, safe and sa~sfactory manner. Ti% required information to be submitted shall consist of, but shall not necessarily be limhed to, the following: A. Current Project Experience. A list of all projects presently under cons~"ucdon by'the Bidder including approximate cost and completion date sha21 be submitted upon request. 13. Past Project Experience. The Bidder shall submit a her of comparable projects completed within the previous five yea.rs including approX'-mate cost(s), quantities, and completion dare(s). C. Equipment. The Bidder shall provide a hst of equipment which will be used on th.is project. The Bidder shall demonstrate ~at he has adequate equipment to complete this project, properly and exped/fiously and shall state what additional equipment, if any, that he must renfflease as may be required to complete this project. Financial. Each Bidder shall be prepared to submit upon request of the Owner a balanced ~financial statement with no ev/dence of threatening losses as evidenced by an ~cfion 00110 - 7msn-~cfions to Bidders Page 2 6.2 6.3 audited certified financiaJ statement (current within the last six (6) months of bid date). This information wLL1 be used to confLrm that the Bidder has suitable financial status to meet obligations incidental to performing the work. 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 prokibition does not apply when the interest is represented by ownership of stock in a corporation involved, provided such stock ownership mounts 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 wi~ 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 ContractDocuments and Site. Access to the site shall be from Shadowcrest~Lane and Sandy Knoll Drive. Prospective Bidders shall respect all improvements. It is the responsibility of each Bidder before submitting a Bid, to (a) examine the Conmtct Documents thoroughly, (b) visit the site to become fmmiliar with k>cal condi6ons that may'affect cost, progress, performance or furnishing of the Work, (c) consider federal, stare -and local Laws and Regulations that may affect cost, progress, performance or furnishing oft. he 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 adddtional cost to the OWNER. Information and data reflected/2 the Contract Docmnenks with respect to Underground: Facilities at or contiguous to_the site is based npon information and data fmm2sl:~d Io Owner by Owners of such Underground Facilities or others, and the Owner does not assume respo~xibility for the accuracy or completeness thereof. Before submitting a Bid, each Bidder will, at Bidder's own expense, make or obtain any additional ex~mlnations, investigations, explorations, .tests :and studies and obtain any additional information and data which pertain to the physical conditions (surface, Page 3 Section 00110 - Insumctions to Bidders 6.4 6.5 6.6 7.2 8.2 subsm~ace and Under~ound Facihues) at or contiguous to the site or otherwise which may affect cost, pro~ess, performance or furnishing of the Work and which Bidder deems necessary,' to determine its Bid for performing amd furnishing the Work in accordance with the time, price and other terms and conditions of the Contract Documents. On request in advance, Owner wilt provide each Bidder access to the site to conduct explorations and tests as each Bidder deems necessary for submission of a Bid. Bidder shall f'fl2 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 mod 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 co. mplied with every requirement of this Article 6, that without exception the Bid is premised upon performing and furnishing the Work 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 Purchasiag Agent. Interpretations or clarfficafions' 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 Porto 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. Section 00t 10 - Inslructions to Bidders Page 4 8.3 10. 11. 11.2 Extension of the contract time shall be based on a Change Order or ,,,~,Tittcn amendm, enr as specified in Article 12 of thc General Conditions. Liquidated Damages. 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. 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 rum/shed or used by Conu-actor ff acceptable to EngSneer, application for such acceptance wilt not be considered by Engineer until after the Effective Date of the Agreement. No substitutions should be considered during the bidd/ng process. Subcontractors, Suppliers and Others. 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 a.ny other Bidder so requested, shall within seven (7) days after the request submit to Owner a list of all such Subcontractors, Suppliers and other perions and organizations proposed for those portions of the Work for which such ident/fication is requested. Such list shall be accompanied 'by an experience statement with pertinent information regarding sirnilaz projects and other evidence of qualification for each such Subcontractor, Supplier, person or organization if requested by Owner. I~' Owner after due investigation has reasonable objection to any proposed Subcontractor, Supplier, other person or organization, either may before the Notice of Award is ~ven 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 Subconwactors, Suppliers and other persons and organ/zations. The declining to make requested substitutions will not constitute grounds for sacrificing the Bid security of any Bidder. No Contractor shah be required to employ any Subconwactor, Supplier, other person or organization against whom Contractor has reasonable objection. Section 00110 - Instructions to Bidders Page 5 12. 12.1 12.2 12.3 Bid Proposal. Two (2) completed Bid Proposals must be subnntted in a sealed envelope as described ',n hem 15. The blank spaces in the Bid Form shall be filled in for each item for which a quamity is given and the Bidder shah state the price for which he proposes to do each itcm 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. Alternate Bids are included in this proposal package to account for possible utility supports md/or relocations. Each blank shown in the Ahemate Bids must be completed as specified in Item 12.1. Individual totals for these Ahemate Bids should reflect the increase in cost, over the base bid, should this adjustment and/or relocation be required. 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 wfitten below the corporate name in the following manner: "By If the bid is made by an individual, his post office address shall be given. Bids which are not signed by the individuals m 'aking 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 ma'de by a fnma or partnership, the name and post office address of the managing member of the firm or pa_~nership shall be given or the bid may be signed by an attorney-in-fact. If signed by an anorney-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 parmers. 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 returned 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 quantifies of work performed or materials furrdshed 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. Page 6 Section 00110 - Insamctions to Bidders 15. 16. 16.1 16.2 Submission of Bids. Bids will be received by the Purchasing Agent, and shall be submitted to the Purchasing Center 255 Parkway Boulevard, P.O. Box 478, Agent, City of Coppell, at the Town ~mc;n Tuesday, October 13, 199~tnd then Coppell, Texas 75019 until Z:00 . , publicly opened and read ',5oud. 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 mall or other delivery system the sealed envelope shall be enclosed in a separate envelope with the notation "BD ENCLOSED SANDY KNOLL/SHADOWCREST - STAGE I" on the face of it and addressed to the Purchasing Agent, City of Coppell, Texas. 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 operfing of Bids. If, within twenty-four hours after the Bids are opened, any Bidder files a duly signed written notice with the Owner and prompdy thereafter demons=utes to the reasonable satisfaction of Owner that there was a material and substantial mistake in the preparation of the Bid, that Bidder may withdraw Ns bid. Thereafter, that Bidder will be disqualLtSed from further bidding on the work. 17. 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 k/nd. The Owner reserves the right to waive any irregularities in the bids as received and m 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. 18. 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. 19. 19.1 Award of Contract. The Owner reserves the right to reject any and all Bids, to waive any and all informalities except for the rime of submission of the Bid and to negotiate contract terms with the Successful Bidder. The Owner also reserves the fight to reject all nonconforming, non.responsive, 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 Section 00110 - fnstructions to Bidders Page 7 19.2 19.3 19.4 et the Pro3cct te make an a',~ ard to that Bidder. ~neu:er because the Bid ~s no: responses: or the Bidder ~s unqualified or has doubtful financiM ability or f~ls to meet any other pertinent srand~d or criteria established by the Owner. Dis~ep~cies in the muhipiication of units of Work mhd unit prices will be resolved in favor of the unit prices. Discrepanc~c>. bct¢.ecn thc indicated 5urn of anx column of figures mhd the co.ocr sum thereof ~il! be resolved in favor of the conect 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 me, and other data, as ma.,,' be requested in the Bid Form or prior to tbe Notice of Award. 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, mid other persons and orgamzations 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 mater/als 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 accordance with the Contract Documents to the Owner's satisfaction within the prescribed time. 19.5 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. 19.6 If the contract is to be awarded, the Owner will gS. ve the Successful Bidder a Notice of Award within ninety (90) days after the date of the Bid opening. 20. Execution of Agreement. Within f'zfteen (15) days after written nodficadon of award of the conu'ack the Successful Bidder shall execute and furnish to the Owner three (3) ori~nal signed contracts a_nd a Certificate of Insurance. The Certificate of Insurance is to be furnished as a _.,guaranty that the Bidder is covered by insurance as requ/red by the Contract Documents. 21. Affidavit of Bills Paid. Prior to £mal acceptance of thus project by the Owner, the Contractor shall execute an affidavit that all bills for labor, mater/als, and incidentals incurred in the project construction have been paid in full, and that there are no claims pending. Section 00110 - Instructions to Bidders Page 8 23. 24. 25. B:d must co?.~!v u.~th ~I Federal. State. Count? and ic~c:.i iav,, Con,actor shall not hire nor work any illegal ,a~ Notice to Proceed. Upon execution o£ thc Contract, the Owner ,,,,'ill issue a v,'riue:: Notice to [h-oceed to the Contractor requesting that he proceed with the consmact~on. The Contractor shall commence work within :eh (i0) calendar days after the date of Notice to Proceed. Sales Tax. The bidder shall not include or provide for sales tax on tangible personal properq/ to be incorporated into the project. In order to be exempt from the sales tax on such tan~ble 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 cer6ficate for the materials. The contractor is expected to issue a resale certificate in 1leu of paying a sales tax at the time of purchase. The bidder shall show the cost of materials to be incorporated into the contract (tan~ble 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 s~lence 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. Ali interpretations of these specifications shall be made on the basis of this statement by Owner or their authorized representative. 26. 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 ~e Owner. 27. Assignment. The Successful Bidder shall not sell, assiD, transfer or convey this contract, in whole or ha pm, without the pr/or written consent of Owner. 28. Venue. This a~eement will be governed and construed according to the laws of the State of Texas. This agreement is perforrrmble in Dallas County, Texas. Page 9 Section00110 -Instructions to Bidders iF DIVISION 0 - BIDDhNG AND CONTRACT DOCUMENTS SECTION 00140 - BID FORM pro jECT iDENTiFiCATiON: Phase 1 Drainage Improvements for Willowood Subdivisi°n - Sandy F,_noll/Shadowcrest - Stage I in Copp¢ll, Texas. BID OF ~ ~..A~",~.,'~-'~ ...,Z'.~=. DATE ~//g/fFg (NA E OF FLPav ) TFIIS B]I) IS SUBMITTED TO: Cipy of.Coppell (hereinafter .trolled OWikIER) c/o Purchasing Agen: 255 p~rk~vay Boulevard P.O. Box 4?8 Copp¢ll, Texas 75019 CITY OF COPPELL BID NO: oo99z-o3 ' i.' ' Thc hndcrsigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an agreement with OWNER in the form included in the Con~rac't'Documents to perform and furnis'h all Work as specified or indicated hn the Contract Documents 'for the Contract Price and within the C~onmact Time hndicated hn this Bid and In accordance with the other terms and conditions of the Contract Documents. 2. BIDDER accepts all of. the terms and conditions of the Advertisement .or Notice to Bidders and Insmuctions.to Bidders.. ~TRis Bid will zcmain subj¢c~t_to.~ceptance for ninety · (90) tiays after the day of Bid opening. BIDDER will_sign and submit the Agreement :. with other documents ~:¢quircd by the Bidding Requirements within fftecn (15)days after ' the date of OWNER's Notice of Award. 3. In submitting this Bid, BIDDER represents, as more fully set forth in the Agreement, that: · '- ' (a) BIDDER has examined copies of mil the Bidding Documents and of the following Addenda (receipt of all which is hereby acknowledged): Date: Rec'd:. (b) BIDDER has 'f~rnillarized 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. i Section 00140 - Bid Form Page 1 f 1' (c) (d) (e) (f) (g) BIX)DER has sradied carefully ali reports and drawings of subsurface conditions contained in the contract documents and which have been used in preparation of the conu'act documents. COb~i'RACTOR 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 ezasting surface o~' subsurface structures on the site, which are contained in the contract documents and which have been utilized 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 as indicated in the immediately preceding sentence CONTRACTOR shall have full responsibility with respect.to physical conditions in or relating' t6 such structures. BIDDER has obtained and carefully studied (or assumes responsibility for obtaining and carefully '~-udying) all sudh :examinations,' invesugauons, cxploradons~ tests and-studies (in addition to or to supplement those referred to in (c) above) which pertain to tile 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 lh-icc,'within the Contract Time and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, invesugations, explorations, tests, reports or $irnila.r information or data axe 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 Under~ound Facilities. No additional examinations, investigations, explorations, tests, repons 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 Con~ract Documents. · BIDDER has con-elated the zesult, s of all such observations, e~arnlnations, investigauons, explorations, testS, repons 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 Conumct Documents and the written resolution thereof by E1NGENEER is acceptable to BIDDER. . Section 00140 - Bid Form Page 2 i i i i i i If f f f f I[' I'- i- (h) Tkis Bid is genuine amd not made in the interest of or on b~half of any undisclosed person, fnmu or.corporation and is not submitted in conformity with amy agreement or tales of any ~oup, association, organization or corporation; BIDDER has not directly or imdirectly induced or soLiciied any other Bidder to submit a false or sham Bid; BIDDER has not solicited or induced my person, fn-m 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. (i) It is understood and agreed that the following quamtides of work to be done at unit prices are approximate only, amd are intended principally to se~Tve as a guide in evaluating bids. (j) It is understood and agreed that the quantities of'work to be done at unit prices and materials to be furnished may .b~ increased or diminished as. may b~ considered necessary m the opinion of the OWNER to complete thc work fully as planned and contemplated, and that all quantifies 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 thc Work for thc following price(s): S~c6on 00140 - Bid Form Page 3 :' ,. "'.' I DRAINAGE iM.I'I~OVE,',IENT~.~' W'~I.I.OWOOD SUBDIVISION - SANDY I~NOLL]SHADOWCP,..EST - STAGE BASE Bm S HADOWCREST LANE ,::.:: ]~em ;,: ::.: ~[~ ~:;~;~:.iU~i~:'i:}[~[' :~;~:~:~D~scnpu°n::~d:~c~:~'~ : .;:~;: :.:: .~.::e~: ::,~: :; .................. : .~;~::.~;:~ ...... .: ;...:'-' ::~ ....... ...:.~.~;;"::;::':~ ::~,...... ,. ;;. ,.~.~., :.: :~:~.... ~ 1 1.0 L.S. ~ob~zafion B~caOes Compl~o ~ Pl~c~. ~d ~ Cents ~ p~r Lump Sum. 2 ~3~ S.Y.' Removfl ~d Offsite Dispos~ of Con,ere Pav¢ment and C~b on Shadowcrest L~e, Complete Pl'ac¢. ~d ~ Cents >er Squ~e Y~d. 3 35 L,F. F~ish ~d ~stM1 18-Inch Class RCP, Complete in place. ~ ~r~ . ~ .Doll.s ~' /~'~ ~d ~ Cents . per L~e~ Foot. ~ 2 . EA. Cons~ct 10-Foot C~b Complete in Place. ~d ~* Cents per Each. .5 2 EA. Connec~ 18-Inch Class ~ RCP ~o Exis~ 36-~ch RCP, ~clu~g Con,ere Coll~, Compl6te ~ Place. .: ~d ~ C~nts : per Each. i Section 00140 - Bid Form 'page 4 I'U. AS~.; I DRAINAGE ]M!'R.)vE,'4E.'~'I'$ __ WLLLOWOOD SUBDIVISION - SANDY K-NOLL/SH-4J)OWCREST ' STAGE BASE Bm SHADOWCREST LANE ~6 334 S.Y. 6-Inch, 6 Percent (27 lb/sy) L~e : Stabilized Sub~d~, Complete ~ Place. ~d ~ Cants per Squ~e Y~d. ] 7 4.5 Tons Hy~ated L~e for Sub~ad~ ~cp~ation, Compkta. · ; ~d ~ Cents per Ton. 8 334 S.Y. 6-Inch, 3000 psi ReiMorced i Con~ete Pavement, Complete ~ Don=s , ~d ~ ~ Cents )er~qu~e ~d. ~ 9 213 L.F. 6-Inch Inte~ C~b, Inclu~g ' Bac~G ~d Sidew~ Adjus~cnts as Necess~, Complete ~ Place. 7.~ ~.~ per Line~ Foot. 10 22 L.F. Finish ~d ~st~ 24-~ch Cl~s ~ : RCP for Diversion at S~em G6, Section 00140 - Bid Form Page 5 13 14 ~VH LOWOOD SUBDIVISION - SANDY KNOLL/SHADOWCREST - ~'I'AGE I BASE Bm SHADOWCREST LANE 1 L.S, 1 L.S. 1 L.S. Remove and Repair Sidewalks and Landscaping at Diversion, Complete in Place. ~)~/.,~.,a'r~-a/ DoLlars and W'v Cents per Lump Sum. Connect 24-Inch Class II2 RCP to Existing 24-Inch RCP, and Plug Existing 24-1rich RCP East [Including Concrete Collar], Complete in Place. 1 L.S. 15 1 L.S. ,g',;'~'/-~,r~"'"'~ "¢'/'.'~ Dollars and /t/,o Cents per Lump Sum. Trim Existing 24-Inch RCP at 36- Inch RCP Ouffall and Grout in Place, Complete. ~,-,~. ,W',,,,,~.',-.-~/~,;-A, DoUars and ,,~, .Cents per Lump Sum. [emoval and Offsite Disposal of Existing Concrete Wingwall OX/est), Complete. and ~o Cents per Lump Sum. Construct Reinforced Concrete Headwall for 24-inch RCP, Complete in Place. _5',-.~ ~t~*,o¢."~' .57.;-d-/ Dollars and 32, Cents per Cubic Yard. Section 00140 - Bid Form Page 6 I'HA~,E I DRAINAGE 1MI'RO~'E,;LEN'rS WILLOWOOD SUBDIVISION - SANDY KNOLL/SHADOWCREST ' STAGE BASE Bm S H,-~DO~VC R~ST LANE i6 1 t~ Construct Concrete Apron Extension to Headwall, Complete in Place. und .0'~, Cents per Cubic Yard. ~- 17 4 L.F. Furnish and Install Pipe Rail on New Headwall, Complete in Place. and /)~,-- Cents per Linear Foot. il8 1 L.S. Grout under Existing Concrete Flume, Repair Slope to Headwall and Sod, Complete in Place. and ~o ..Cents per Lump Sum. 19 1 L.S. Repair Slope Failures East and West Side of Concrete Pilot Channel and Sod, Complete in Place. : and tO',, Cents per 1 .ump Sum. ;20 5 C.Y. Crushed Stone Embedment, Complete In Place.. i . and ~o ,,Cents per Cubic Yard. '21 23 C.Y. Select Materi~l Embedment and Backf'flJ., Complete in Place. i%~ and .,~'~ Cents · per Cubic Yard. Scc8on 00140 - Bid Form Page 7 iOitASE I DRALNAGE IMPROVE,M};NT~ WILLOWOOD SUBDIVISION - SANDY KNOLL/SHADOWCREST - STAGE I BASE BID SHADOWCREST LANE .'..: No..:".....; . .:::.;:::".:: .., ':.::.'::; Fig~ 22 1 C.Y. Base Bid: 2000 psi Non-Reinforced Con.ere Encasemen.t for Water ~d S~it~ Sewer Lines, Complete in Place. I~.~ I~.~o ~ ~r~ ~ Doll.s ~d ~ Cents per Cubic Y~d. f SUBTOTAL BASE BID ITEMS 1 Tt-LRU 22 - SHADOWCREST LANE r Section 00140 - Bid Form Page 8 ' VH,:.~L i I)RAI,'qAGE iMPR~)¥E.~LEN'I'S ~VILLOWOOD SUBDIVISION - SANDY KNOLL/SHADOWCREST - STAGE . BASE Bm ~WOODHURST DRIVE "'~' ::';" ':'~ ~ ~ S Y. [ Rcmov~ ~d Offsim Dfspos~ of ; -- I ' ~ Con.ere Pavement and C~b on ~ W~dhurst Drive, Complete in Place. ~d ~ ~ .... Cents per Squ~e ~d. ~ ~ 6.1neb, 6 Pe~ent (27 lb/sy) L~me ~60 S.Y. J ~mbilixcd ~ ['lace. ~ Doll.s and ~ ..Cents )er Squ~e Y~d. 25 11.6 Tons Hy&ated L~e for Sub.adc ~ep~afion, Complete. ~ ~e ~-~ Do~s [ ~d ~ Cents ~ per Ton. 26 860 S.Y. 6-Inch, 3~0 psi Concrete Pavemen~ ~elu~ng Undercut Headers; Complete in Place. ~d ~. ~ Cents per Squ~e ~27 505 L.F. 6-~ch ~te~fl C~b, Inclu~ng Bac~, Complete in Place. ~ Do~s ' ~d ~ Cents per L~e~ Foot. SUBTOTAL BASE BED ITEMS 21 THRU 27 - WOODHURST DR.S TOTAL BASE BED SANDY K_NO~'.L/SHADOWCREST $ TANGIBLE PERSONAL PROPERTY ~O~ $ [ Section 00140 - Bid Form Page 9 ~,VILLOWOOD SUIIDIVIS1ON - .qANDY KNOLL/-'C, HADOWCREST ' STAGE I ALTERNATE A - ADDITION TO BASE BID SHADOWCREST LANE No. Figm:es lA 1 L.S. Locate, Lower and Concrete Encase Existing 6 inch Water Line, Complete in Place. and ,0'~ Cents per Lump Sum. TOT.,\ I ..\ I.TER N ,\TE A TANGIBLE PERSONAL PROPERTY COST - ALT. A Section 00140 - Bid Form Page 10 f f BID SUMMARY TOTAL BAsE BID: '['OTAI. ADDITI(')NS: ALTERNATE A: S $ fiT. ¸7. 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 ar~ 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 Consu-uction Contrac't included as pan of the Contract Documents have the meanings assigned to them in the General Conditions. SUBMITTED on dDt,l- ! '~ ., 19 ~/Y- .. Section 00140 - Bid Form Page 11 Ir ir Ir ir ir ir ir dr till) AFFItSA\ Fl' 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 a~ees to furnish any and/or :ill commc~iitics upon which prices are exlendcd at the price offered, :md upon the conditions contained in the Specifications of the Invitation to Bid. Thc period of acceptance of this bid will be c'alendar days from the date of the bid opening. (Period of acceptance will be ninety (90) calendar days unless otherwise indicated bY Bidder.) STATE OF "T~ ~:~ 5 COUNTY OF /~,~ g,* -~ BEFORE ME, the undersigned authority, a Notary Public in and for the State of "~,~'*J , 9n this day person~ly appe~ed ~. J. ~ who ~ter being by me duly sworn, ~d depose ~d say: ?7, ~. 3. ~ ~ ~ a duly authorized officeffagent for to execute the foregoing on beh~f of the said ~, gso~ · ~5~e,a~ ~ I hereby certify that the foregoing bid has not been prepared in collusion with any other Bidder for individual(s) engaged in the same line of business prior to ~e 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: SUBSCRIBED AND SWORN to before me by the above named on this the 1'5 day of o...4- 1992. iSecfion 00140~ ~.~Public in and for the State of Page 12 BIDDER ~.~: An Individual By doing business as Business addres~ Phone No. A Partnership ,' By (G~cral p~nner) Business address Phone No. (Seal) (Seal) , A Corporation (Corporate Seal) CS ~'*,a~) .~, Business address I ~-~,~ Phone No. 'Z/a- ;A Joint Venture By' By Section 00140 - Bid Form Page 13 EjCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE 2md between thc CiTY OF COt'PELL, TEXAS, a mumc~p~ co~omuon (hercmailer called OWNER) and ~ ~ t Bgo~ ~ ~o Cz~T~g., ~C- (herei~f~r c~l~ CON. ACTOR). O~ ~d CO~CTOR, in consideration of ~e mu~ coven~ here~er set fo~, a~ ~ fo~ows: Article 1. WORK. CONTRACTOR shall complete all Work as specified or indicated in the Contract Dccuments. The Work is generally described as follows: Sandy Knoll/Shadowcrcst - Stage I - Installation of Two (2) 10-Foot Curb Inlets; Approximately 35 LF of 18" RCP; 22 LF of 24" RCP and headwall improvements; and 1194 square yards of pavement replacement on Shadowcrest Lane and Sandy Knoll and Woodhurst Drives. The Project for which the Work under the Contract Decuments may be thc whole or only a part is generally described as follows: Phase I Drainage Improvements Willowood Subdivision Sandy Knoll/Shadowcrest - Stage I Article 2. ENGINEER. The Project has been designed by: Albert H. Halff A~sociates, Inc. 8616 Northwest Plaza Drive Dnllaq, 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 fights 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 TIIvI:E. 3.1. The Work will be completed within ~'O calendar days from the dam when the Contract Time commences to run as provided in paragraph -.~ of the General Conditions, and completed and ready for f-mai 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 OWN'ER will suffer f'mancial 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 ff the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CON'DL~CTOR 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. Arlicle 4. CONTRACT PRICE. ~..1. OV~qN~R shall pay CONTRACTOR for comple,Jon of the Work in accordance with the Contract Documents in current funds subject to addiuons and deducnons by Change Orders as provided th the contract documents m accortku*ce v. idl the unu l?r~ccs hstcd m SecUon OR)NO - Bid Form The contract sum Article $. PAYiVIENT PROCEDURES. CONTRACTOR shall submit Applications for Payment in iigcordarice with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in ilm G=nmal Conditions. 5.1. Progress Paymems. OWNER shah m~e progress pa>q'nents on account of the Corm'alu Price on the basis of CONTRACTOR's Apphcations for Payment as recommended by ENGINEER, on or about the ~ day of each month during consu-uction 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 Prioz 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, pro~ess payments will be made in an amount equal to the percentage indicated below, but, in each case, leas 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 incorporamd in the Work (but delivered, suitably stored and accompanied by documentation satgfactory 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 stroll 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 OWNE. R to enter into this Agreement CONTRACTOR makes the following representations: 7.1. CONTRACTOR has familiarized itself with the nature and extent of ~he 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 winch are identified in the Supplementary Conditions as provided in paragraph 4.2 of the General Conditions, and accepts the determination set forth in paragraph SC4.2 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 obtammg 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 perlaln 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 CONWRACTOR considers necessary for the performance or furnishing of the Work at the Contract Price, withtn the Contract Time and hq accor 'dance with the other terms and conditions of the Contract Documents, including specifically the provisions of paragraph 4.2 of the Gcncral Condmons; and no additional examinations, investigations, explorations, tests, reports, studies, or similar reformation or data are or will be reqmred by CONTRACTOR for such purposes. 7,4. CONrDL~CTOR has reviewed and checked all infon'nafion and dam shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility f~r the a~taat6 lu~ai.loa ~of sa/d Underground Facilities. No additional examinations, investigations, explorations, tests, repoms, studies, or similar information or dam in respect of said Underground Facilities a~e or will be required by CONTRACTOR in order to perform and furmsh 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 ,~mtten 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 DOCUN~qTS. The Contract Documents which comprise the entire a_m~eement between OWNER and CONTRACTOR concerning 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 33, inchi.qive). 8.6. Supplementary Conditions (pages 1 m 9, inclusive). 8.7. Specifications bearing the title Construction Specifications and Contract Documents for Phase I Drainage Improvements, Willowood Sulxlivision, Sandy KnoLVShadowcrest - Stage I and consisting of Division 0 thru Division 2, as listed in the table of contents thereof. 8.8. Drawings, consisting of a cover sheet and sheets numbered STM-I~ PV-1, SD-2 through SD-4, SD-8, SD-9~ SD-17, SD-20 and ED-1 inclusive with sheet STM-1 bearing the following general rifle: Sandy Knoll Area Drainage Improvements Willowood Subdivision -- 3 8.9 The following ltsted and numbered addenda: 8.10. CONTRACTOR'S Bid ipagcs 1_ to 1], in~ !usive) marked Division ()-Bidding and Contract Document': Scctlon (X)I4(LBid lZonn. 8.11. Documentation submitted by CONTRACTOR prior to Notice of Award (pages __ to , inclusive). 8.12. The following which may be delivered or issued after the Effective Date of [he Agreement and are not attached hereto: All Written Amendments and other documents amending, modifying, or sopplementing the Contract Documents pursuant to paragraphs 3.4 and 3.5 of the General Conditions. 8.13. The documents listed in paragm.phs 8.2 et seq. above are attached m this Agreement (except as expressly noted otherwise above). There are no Contract Documents other than those li~ted 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 meamngs 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 wriaen consent of the party sought to be bound; and specifically but without idmitation moneys that may become due and moneys that are due may not bo assigned without such consent (except to the extent that the effect of this reswiction may be limited by law), and unless specifically stated to the contrary in any wriuen 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 parmers, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal mpresenmrlves in respect of all covenants, agreements and obligations contained in the Contract Documents. Article 10. OTI--[ER PROVISIONS. 4 IN WITNESS WI-~EREOF, OWNER and CONTRACTOR have signed tl~is Agreement in replicate. 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 255 Parkway Boulevard Coppell, TX 75019 TITLE: ~ ~ CD A I'II:$T:~ Address for giving notices: P.O. BOX 478 Coppell~ TX 75019 Arm: Ken Griffin, PJE. Citv Engineer Address for giving notices: -f (If OWNER is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of Agreement.) (If CONTRACTOR is a corporation, atlach evidence of authority to sign). 5 S T AND ARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Prepared by Engineers' Joint Contract Documents Committee and Issued and Published Jointly By PROFESSIONAL ENGINEERS IN PRIVAT£ PRACTICE . A practice division of the NATIONAL SOCIETY OF PROFESSIONAL E.~'GINEERS AMERICAN CONSULTING ENGINEERS COUNCIL AMERICAN SOCIETY OF CIVIL ENGINEERS CONSTRUCTION SPECIFICATIONS INSTITUTE This document has been approved and endorsed by The Associated Gen~ Contractors of Ame,~ca 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 cop~.ained in the Commemary on Agreements for Engitieering Services and Contract Documents, No. 1910-9, 1981 'editi4m. For guidance in the preparation of Supplementary ~'~aitio'ng, 'see Guide to the Preparation of Supple- mentary Conditions (No. 1910-I'/, 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 I 3 5 6 7 8 9 10 II 12 13 14 15 16 17 Title DEFINITIONS .................................................... PRELIMINARY MATTERS ....................................... CONTRACT DOCUMENTS: iNTENT. AMENDING AND REUSE ............................. AVAILABILITY OF LANDS: PHYSICAL CONDITIONS: REFERENCE POINTS .............................................. BONDS AND INSURANCE ................................... ..... CONTRACTOR'S RESPONSIBILITIES ..................... OTHER WORK OWNER'S RESPONSIBILITIES .................................... ENGINEER'S STATUS DURING CONSTRUCTION .............. CHANGES IN THE WORK ......................................... CHANGE OF CONTRACT PRICE ................................. CHANGE OF CONTRACT TIME ................................... WARRANTY AND GUARANTEE: TESTS AND INSPECTIONS: CORRECTION. REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK ........................... PAYMENTS TO CONTRACTOR AND CO.MPLETION ............ SUSPENSION OF WORK AND TERMINATION ................. ARBITRATION ..................................................... MISCELLANEOUS ................................................. 10 II 14 Iff 19 19 24 24 26 29 31 32 INDEX TO GENERAL CONDITIONS ,4rttcle or Paragratgh .Acceptance of Insurance ............................. 5.13 ~" .Access to the Work .................................. 13.2 Addenda--definition of (see definilion of Specifications) ........................................ 1 ,-- Agreement---definition of ................................ All Risk Insurance ..................................... 5.6 Amendment, Written ............................. 1,3. I. 1 Application for Payment~efinition of .................. 1 ~ .Application for Payment, Final ...................... 14.12 ,Application for Progress Payment .................... 1,4.2 Application for Progress Payment--rev ew 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 ....................................... 1 Bonds and Insurance--in general ........................ 5 ? Bonds--definition of ..................................... I .Bond~, 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.a '-- Changes in the Work ................................... t0 Claims. Waiver of-~on Final Payment ............... 1-~.16 Clarifications and Interpretations ...................... _ Cleaning ............................................. 6.17 Completion ............................................. la Completion, Substantial ......................... t4.$-14.9 Conference. Preconstruction .......................... 2.8 .-- Conflict. Error. Discrepancy--Contractor to Report ...................................... 2.5. 3.3 Construction Machinery. Equipment. otc .............. 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 .................... Contract Time--definition of ............................ ,- Contractor--definition of ................................ I Contractor May Stop Work or Terminate ............. 15.5 Contractor's Continuing Obligation .................. 1,4.15 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 Titte ........................ 14.3 Contractors--other ......................................7 Contractual Liability Insurance ........................ 5.4 Coordinating Contractor~efinition 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.of Defective Work--in general ........................... 13. I 1-13. ! 4 Cost--net decrease ................................. 11.6.2 Cost of Work .................................... 11.4-11.5 Costs, Supplemental ................................ 11.4.5 Day-~definition of ....................................... I Defective---definition of ................................. Defective Work. Acceptance of ............ 13.13 Defective Work. Correction or Removal of .......... 13.11 Defective Work--in general ............... I3, 14.7, Defective Work. Rejectigg ............................. 9.6 Definitions .............................................. Delivery Of Bonds ..................................... 2. I Determination for Unit Prices ........................ 9.10 DispuTes. Decisions by Eng neet .............. 9.1 IO.12 Documents. Copies of ......... Documents. Record .................................. 6. Do,umcnt.. R.~., Drawings--definilion-of ................................. Easements .............................. Effective date of Agreemem--definition of ............... Emergencies ......................................... 6.'"2 Engineer--definition of .................................. Engineer's Decisions ............................ 9.10-9. Engineer's--Notice Work is Acceptable ...... Engineer's Recommendation of Payment ...... 14.4. 1,4.13 Engineer's Responsibilities. Limitations on .................................. 6.6, 9.1 I. 9.13-9.16 Engineer's Status During Construction--in general ...... 9 Equipment, Labor, Materials and .................. 6.3-6.6 Equivalent ,",lateri,~ls 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. I I Final Payment and Acceptance ...................... 14.13 Final Payment. Recommendation of ........... 14.13-14.14 General Provisions .............................. 17.3-I7.4 General Requirements--definition of ..................... I 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. Indemnification ............................ 6.30-6.32.7.5 "- Inspection, Final .................................... 14.1 Inspection, Tests and ................................. 13.3 Insurance, Bonds and--in general ....................... 5 Insurance, Certificates of ........................... 2.7, 5 "' Insurance---completed 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 Insurance--Waiver 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 ..................... 66 9.11,9 13-9 6 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 ................................... Notice, Giving of ..................................... 17.1 Notice of Accep ability of Project ................... 14.13 Notice of Award--definition of .......................... 1 " Notice to Proceed--definition of ......................... Notice to Proceed--giving of ............................. -- "Or-Equal" Items ..................................... 6.7 Other contractors ....................................... 7 Other work .............................................. 7 Overtime Work--prohibition of ........................ 6.3 " OWner--definition of .................................... Owner May Correct Defecti'.'e Work ................. 13.14 Owner May Stop Work ............................ ... 13.10 ,_ Owner May Suspend Work, Terminate .......... 1.5.1-15.4 Owner's Duty to Execute Change Orders ............. 11.8 Owner's Liability Insurance ........................... 5.5 Owner's Representative--Engineer to serve as ........ 9.1 -- Owner's Responsibilities--in general .................... Owner's Separate Representative at site ............... 9.3 Partial Utilization .................................. 14.10 Partial Utilizatior~--definition of ......................... I Partial Utilization--Property Insurance ............... 5.15 Patent Fees and Royalties ............................ 6.12 Payments, Recommendation o£ ........... 14.4-14.7, 14.13 Payments to Contractor--in general .................... 14 Payments lo Contractor--when due ........... 144. 14 13 Pavmems to Contractor--','.ithholding ................ 14.7 Pe~ormance and other Bonds ..................... 5. t-5.2 Permits .............................................. 6.13 Physical Conditions ...................................... Physical Conditions--Engineer's review ............. 4.2.4 Physical Conditions---existing structures ............. 4.2." Physical Conditions---~xplorations and reports ....... 4.2.1 Physical Conditions--possible document change ..... 4.2.2 Physical Conditions--pr/ce and time adjustments .... 4.2.5 Physical Conditions--repor~ of differing ............. 4.2.3 Physical Conditions---Underground Facilities .......... 4.3 Preconstruction Conference ........................... 2.8 Preliminary Matters ...................................... Premises, Use of ............... ;.:.; ............ 6.16-6.15 Price, Change of Contract .............................. 1 price-Contract--definition of ............................ 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 ............................... ~.6-5.13 Property Insurance--Partial Utilization .. ~ ............ 5.15 Property Insurance--Receipt and Application of Proceeds ................................... 5.12-5.13 Protection, Safety and ........................... 6.20-6.21 Punch list ........................................... 14.11 Recommend~.'.ion or' Pa,.meat .................. 12.~. 1-'.1.~ Record Documents ................................... 6.19 Reference Points' .' ..................................... 4.~ Regulations. Laws and ............................... 6.1x Rejecting De.£ecti:'~ Work ..... : ....................... 9.6 Related Work at Site .............................. 7.1-7.3 Remedies Not Exclusive ............................. I7.2 Removal or Correction of Defective Work ........... 13.11 Resident Project Represen:ative--definition of ........... 1 Resident Project Representative--provision ['or ........ 9.5 Responsibilities. Contrar.:or's--in general ............... 6 Responsibilities. Engineer's--in general ................. 9 Responsibilities, Owner's---in general .................... 8 Retainaue ............................................ IX.2 Reuse o-f Documents .................................. 3.5 Rights of Way ..:.. ...................................... 4.1 Royalties, Patent Fees and ........................... 6.12 Safety and Protection ............................ 6.20-6.21 Saml~les ......................................... 6.23-6.28 Schedule of progress ........ 2.6, 2.8-2.9, 6.6, 6.29, 15.2.6 Schedule or' Shop Drawing submissions ...................... 2.6, 2 8-2.9, 6.23. 4.1 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 Specifica6ons--dc finilion of ............................. ~ Starting Construction, ]Before .... 2 5-2 8 S;arting the Project ................................... 2.4 Stopping* Work--by Conlraclor ....................... 15.5 ~', Stopping Work--by Owner .......................... 13. I0 Subcontractor--definition of ............................. 1 Subcontractors--in general ....................... 6.8-6. I 1 Subcontracts--required provisions ............ 5.1 I. 1, 6. I I · - I 1.4.3 Substantiai Completion--certification of .............. 14.8 Substantial Completion---definition of .................... I Substitute or "Or-Equal" llems ....................... 6.7 ~" Subsurface Conditions ............................. 4,2-4.3 Supplemental costs ................................. I 1.4.5 Supplementary Conditions---definition of ................ I ~ 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.%6,9.6.20, 6.24, 9.13, 9.16, II.8, 13.4, 14.12 Surety--consent to payment 14.12, 14.14 Surety--Eng neer has no duty to ..................... 9.13 Suret?~notice to .......................... 10.I, 10.5. 15.2 Surety--qualification of ........................... 5.1-5.2 ,.,., Suspending Work· by Owner ......................... t5.1 Suspension of Work and Termination--in general ...... : 15 Superintendent--Contractor's ......................... 6.2 Supervision and Superimendence .................. 6. I-6.2 Taxes--Payment by Contractor ....................... 6.1.< Termination--by Contractor .......................... 15.5 Termination--by Owner ......................... 15.2-15..t 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--deflnilion of ............................ I Uncovering Work ............................... 13.8-13.9 Underground Facilities~efinition of .................... I Underground Facilities--not shou, n or indicaled ..... 4.3.2 Underground Facilities--protection of ........... 4.3.6.20 Underground Facilities--shown or indicaled ......... 4.3. I Unit Price Work--definition of .......................... I Unit Price Work--general ................. ] 1.9. 14. I. ~4.5 Unit Prices ......................................... I 1.3. I 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 ~Vaiver of Claims--on Final Payment ................ 14.16 Waiver of Rights by insured parties ............. 5. I 0.6. Warrant), and Guarantee--by Contractor ............. I-3. Warramy oft e, Contractor's ....................... 14.3 Work. Access to ..................................... 13.2 Work--~'by others ........................................7 Work Continuing During Dispmes .................... 6.29 Work. Cost of ................................... 11.4-11.5 Work--definition of ..................................... 1 \Vork Directive Change--definition of ................... Work Directive Change--principal references to ............................ 3.4.3. 10.1-10.2 Work. Neglected by Contractor ..................... Work. S~opping by Contractor. Work, Stopping by Owner ....................... 15.1-15.4 Written Amendment--definition of ...................... I Written Amendment--principal references to ..................... 3.4.1. 10.1, 11.2. 12.1 6 GENERAL CONDITIONS ARTICLE I--DEFINITIONS Wherever used in Ihese General Conditions or in the other Contract Documents the following terms have the meanings indicated which are applicable to bolh 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. Agreement--The 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 accepted 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. Cllange Order--A document recommended b.'. 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 Awardl 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 Contract Price--The moneys payable by OWNER to CON- TR.ACTOR 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 ,.',.'hen modifying the word V'/ork 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.$ or ]4.10). 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- Effective Date of the Agreement--~'T'h~ date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which thc 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 Requirement J--Sections of Division I of the Speci- fications. regulations, ordina, n,c~s, 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. ~ithin the time specified. OWNER 'Mil 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 CONTIL4. CTOR shall start to perform CONTIL-x-C- TOR'S ohligati6ns under the Contract Documents. OWiVER--The public body or authority, corporation, asso- ciation, firm or person with whom CONTIL&CTOR ha~ entered into the Agreement and for whom the Work is to be provided. Partial Utili:ation--Placing a portion of the Work in service for the purpose for which it is intended (or a related purpose) befrre reaching Substantial Completion forall 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 thc Contract Documents. Resident Project Representative--The authoriaed represen- tative of ENGLNEER who is a~signed to the site or any part thereof. St*dp 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 ali iHuslrations, 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. Specifications--Those 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. SubstantiaICompletion--TheWork(oraspecifiedpartthereot) 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 pan) 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. Supplementary Conditioas--The part of the Contract Docu- ments which amends or supplements these General Condi- tions. Supplier--A manufacturer, fabricator, supplier, distributor. materialman or vendor. "- Underground Facilities--All pipeline~, conduits, ducts, cables. wires, manholes, vaults, tanks, tunneis or other such facilities or attachments, and any encasements containing such facil- -- ities which have been installed underground to furnish an5' of the following services or materials: electricity, gases, steam, liquid petroleum products, telephone or other communica- - tiGris, 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 ,.2. prices. Work--The entirecompleted construction or the various sep- arately identifiable pans 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 addilion, deletion or revisio~ 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 Ia 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. Documents, signed by OWNER and CONTRACTOR on or after the Effective Date of thc Agreim'ent and normally deal- ing with the nonengineering Or nontechnical rather than strictly Work-related aspects of the Contract Documents. ARTICLE 2--PRELIMINARY MA'FPERS Delivery of Bonds: 2.1. When CONTRACTOR delivers the executed A~ee- meats to OWNER, CONTRACTOR shall also deliver to OWNER such Bonds as CONTRACTOR may be required to furnish in accordance with paragraph 5. l. Copies of Documents: 2·2. OWNER shall furnish to CONTRACTOR up to ten copies (unless otherwise specified in the Supplementary Con- ditions) of the Cofitract Documents as are reasonably nec- essary for the execution of the Work. Additional copies will be furnished, upon request, at the cost of reproduc:ion. Commencement of Contract Time; Notice to Proceed: 2.3. The Contract Time will commence to run on the thirtieth da>' after the Effective Date of the Agreement. or. if a Notice to Proceed is eiven, on the day indicated in the .~otice to Proceed. A No'ice to Proceed re'ay be siren at an'. 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 dgy after the Effective Date of the Agreement. whichever date is earlier. Starring the Project: 2.4. CONTRACTOR shall start to perform the Work on the date when the Contract Time commences to mn, but no Work shall be done at the site prior to the date on which the Contract Time commences to run. Before Starling 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 2.6.1. an estimated progress scheduIe indicating the starting and completion dates of the v~rious 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 all of the Work which will include quantities and prices of items aggregating the Contract Price and will subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction, Such prices will include an appropriate amount of overhead and profit 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 CONTRACTORI which OWNER is required to purchase and maintain in accordance with paragraphs 5.6 and 5.7. 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 worldng 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- TI:L4. CTOR 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 DOCUblENTS: INTENT, AMENDING, REUSE 3.1. The Contract D9cuments comprise the entire ggree- merit 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 ail. 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- strkicted 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. When v.'ords v. hich haves well-known technicai 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 spe~fic or by implication, shall mean the latest standard specification, manual, code or La,~s or Regulations in effect at the time of opening of Bids lot. on the Effective Date of the Agreement it' there were no Bidsh except as ma}' be other.vise 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 pefformaoc~ of the Work or any duty or authority to undertake responsi- bility contrary to the provisions of paragraph 9.15 or 9.16. ClarificationS,a: nd interpretations of the Contract Documents shall be issue~i by ENGINEER as provided in parauraph 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 Ihereof. 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 Id modify the terms and conditions thereof in one or more of thc 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 (pursuant to para- graph 10.1). As indicated in paragraphs 11.2 and 12.I, 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 author/zed; in one or more of thc following ways: 3.5.1. a Field Order (pursu:mt lo paragraph 9.51. 3.5.2. ENGINEER'sapprova ofaShop Drawing or sample (pursuant rd paragraphs 6.26 and 6.27). or 3.5.3. E.~,ciNr. ERs written interpretation or clarifi- cation (pursuant to paragraph 3.6. Neither CONTRACTOR nor any Subcontractor or Supplier or other person or organ/Lation 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 oi' any thereof) prepared by or bearing the seal of ENGINEER; and they shall not reuse any of them on extensions of the Project or any otb.er project wit'hout written consent of OWNER and ENGINEER and specific written verification or adaptation by ENGINEER. ARTICLE 4--AVAILABILITY OF LANDS; PHYSICAL CONDITIONS: REFERENCE POINTS A reliability of Lands: 4.1. OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be per- formed, fights-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 provided in the Contract Documents. If CONTRACTOR believes that any delay in OWNER's furnishing these lands, rights-of-v.'a½ or meats 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 ~ll additional lands and access thereto that may be required for temporary construction facilities or stora~ of materials and equipment. Physical Conditions: ' ' 4.2.1. l:rplorations and Reports: Reference is made to the Supplementary Conditions for identification of those reports of exploralions and tests of subsurface conditions at tl~e site that have been utilized by ENGINEER in prep- arauon of the Contract Documents. CONTRACTOR may rely upon the accuracy of the technical data contained i~ such reports, but not upon nontechnical data. interpreta- tion s or opinions comained 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. E. risting Structures: Reference is made to the Supplememary Conditions for identification or those drawings o( physical conditions in or relatine to existin,_- surthce and subsurface structures lexcept L"ndcrgrou::3 Facilities referred to in paragraph 4.31 which are at or contiguous to the ~ite that have been utilized by ENGI- NEER in preparation of the Contract D~cuments. CON- ' TRACTOR may rely upon the accuracy of the technical data contained in such drawings, but not for the complete- ness thereof for CONTR;ACTOR's purposes. Except as indicated in the immediately preceding sentence and in paragraph 4.2.6. CONTRACTOR shall have full respo.x- sibility v, ith respect to physical coati&ions in er relating 4.~.a. Report of Differing Conditions: If CONTR.&C- TOR believes that: 4.2.3.1.. any technical data On which CONTRAC- TOR is ant/dad {o rely as provided in paragraphs 4 2 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 aware 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· £1VGINEER's Review: ENGINEER '.','ill 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 ENG1NEER 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 Adjustmen?s: In each such case. an increase or decrease in the Contract 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 OWN ER 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 OWN ER or ENGINEER by the owners of such Underground Facil- ities ol- by others. Unless it is other~tise expres_.ly Fro- 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 aH of which will be considered as having been included in the Contract Price, 4,3.2. 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), identity 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 (~ontract 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, CONTR.ACTOR 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 Under.mound Facility thatwas not shown or indient~'d 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 othePa'ise 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 (or 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 pas- 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 yeah after the date when final.payment becomes due. except as other,vise provided'by Law or Regulation or by the Con- tract Documents: CONTRACTOR shall also furnish such other Bonds as are required by the SupplementeD' Condi- tions. Ail Bonds shall be in the form 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 Ihe Project is Iocaled or it ceases to meet the requirements of paragraph 5.1, CONTRACTOR shall within five days thereafter substitui¢ anolher Bond and Surety, both of whiCh must be acceptable to OWNER. Conlractor' 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 prolection from claims set forth below/vhich 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 workmen'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 b~ personal injur7 liability coverage which are su.*taincd I:;~ bs' any person as a result of an offense direcdy or indirectly related to the employment of such person by CONTR,.~CTOR. 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 deslrucdon of tangible prop- erty Wherever located, including {dSS of use resuhinz ~herefrom; - 5.3.6. Claims arising out of operation of Laws or Re-.- ulations for damages because of bodily injury or death any person or for damage to property; and 5.3.7. Claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. The insurance required by this paragraph 5.3 shall include _ the specific coverages and be written for not less than the l/m/ts 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 thereo0 shall contain a provi- ._,s/on or endorsement that the coverage afforded will not be :ancelled, 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 CONTRACTOR 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 paymem 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 CONTRACTrR's obligations under'parauraphs 6.30 and 6.31. - Owner's LiabiliO. 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. 5.6. Unless otherwise provided in the Supplementary Conditions. OWNER shall purchase and maintain properrv insurance upon the Work at the site to the full insuraNe ;alu~ Ihereof {su~.ie:: Id such deductible amounts ;ts ma',' 5e era- '.fded in lhe Supplementary Conditions or required'by L~,.~. s and Regulations). This insurance shall include the interests of OWNER. CONTRACTOR. Subcontractors. ENGINEER and ENGINEER's consultants in the Work. ail of'.~ horn shall be listed as insureds or additional insured parties, shall insure against the penis of fire and extended ed'.crape and shall include "all risk" insurance for physicat loss and damace including theft, vandalism and malicious mischief, collapse and water damage, and such other perils as may be pro,.ided in the Supplementary Conditions. and. shall include dama:zes. losses and expenses arising out of or resulting from any insdred loss or incurred in the repair or replacement of any insured proper~y (including but nol limited to fees and c.qar~es of engineers, architects, attorneys and other professionals). If not covered under the "ail risk" insurance or otherwise pro- vided in the Suppiememary Conditions. CONTRACTOR shall purchase and maintain similar proper~y insurance on po,fions 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 Supplementary Conditions or Laws an~t Regulations which will include the interests of OWNER. CONTRACTOR. Subcontractors. ENGINEER AND ENGINEER's consultants in the Work. ali of whom shall be listed as insured or additional insured pan/es. 5.8. All the policies of insurance (or the certificates or other evidence thereof) required to be purchased and main- rained by OWNER in accordance with paragraphs 5.6 and 5.7 will contain a provision or endorsemem that Ihe coverage afforded 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 ~vill 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 CONTR'ACTOR, Sub- contractor or others suffering any such loss and i£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 poi- 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- mencemem 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. OV,.'N ER and CONTRACTOR '.~ al'. e ail rig~:s against each other for all losses and ~'~ 2 ' caused b5 any of the perils co,~ered by' the policZes of insurance provided in response to paragraphs 56 and 5.7 and an': other propert': insurance, applicable to the Work. and a}so ,.,,sire all such rights against the Subcontractors. ENGI- NEER. ENGINEER's consultants and all other parties named as insureds m such oolic~es ;'or losses and damaees so caused. As required by paragraph 6 I1, each subcon- tract betv. een CONTRACTOR and a S~bcontractor v. ill favor of OWN ER, CONTRACTOR. Eh©iN EER, ENGI- NEER's consultants and all olher pames named as insureds. None of the above waivers shah e×tend to Ihe rights that any of the insured pames may ha,.e to the proceeds or' insurance heid by OWNER as trustee or otherx'.ise p~.~- 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 Ihe parties insured and provide primary coverage for all losses and damages caused by the perils covered thereby. Accordingly, ail such golicies shall con- rain prowslons to the effect that in me event of payment of any loss or damage the insurer will have no rights 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 il' 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 wilt 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 paragraph 5.13. OWNER shall deposit in a separate account any money so received, and shall distribute it in accordance ,aith 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 insurers 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. 5.1:. If OWN ER has an5 objection to the co"erage aff°r'~ed by or other provis!ons of the insurance reqcired to be pur- chased and maintained b? CONTRACTOR in accordance ,.tith paragraphs 5.3 and 5.4 on the basis of its not complying with the Contract Documents. OWNER shall notify CON- TRACTOR in ',~ ricing thereof within ten da~s of the date o( delivery of such cerqgcates to OWNER in accordance xtith garagraph 2.7. h' CONTRACTOR hits an': objection to the co,,eraee afforded b5 or other provisions of the policies of in suran~ce required to be purchased and maintained b': OV,'N E R m ~ccordance v, ith paragraphs ~,6 an~157 on ~he bxs~ ,)t their not complying ~ith 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 We 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 partial Utiliwaion--Proper~. 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 alt 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 ~hereofand in writing effected ~he changes in coverage neces- sitated thereby. 'The insurers providing the property insur- ance shall consent by endorsement on the policy or policies. but the property insurance shall nol be cancelled or lapse on account of any such partial use or occupancy. ARTICLE 6~CONTRACTOR'S RESPONSIBILITIES Supervision and Superintendence: 6.1. CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skilJs and expertise as may be necessary to perform the Work in accordance wiih the Contract Doc- uments. CONTRACTOR shall be solely r~sponsible for the means, methods, techniques, sequences and p~'ocedures 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 ',~ith the Contract Documents. 6.2. CONTRACTOR shah keep on the Work at all times during its progress a competent resident superintendent. `.', ho shall not be replaced without v.'ritten notice to OWNER 3nd ENGINEER except under extraordinary circumsmnce¢. The superintendent will be CONTRACTOR's representati`.e at the site and shall have authority to act on behalf of CON- TRACTOR. Al! communications given to the superintendent shall be as binding asif given to CONTRACTOR. Labor, Materials and Equiptnent: 6.3. CONTRACTOR shall provide competent, suitabiy qualified personnel to survey and lay out the Work and per- 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 site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all Work at the site shall be performed during regular working hours, and CONTRACTOR will not permit overtime work or the performance of Work on Sat- urday, Sunday or any legal holiday without OWNER's ',,,'fit- ten consent given after prior written notice to ENGINEER. 6.4. Unless otherwise specified in the General Require- meats, CONTRACTOR shall furnish and assume full respon- sibility for all materials, equipment, labor, transportation. construction equipment and machinery, tools, appliance.s, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities and all other facilities and incidentals necessary for the furnishing, performance, testing, star,-up and completion of the Work. 14 6.5. All materials and equipment shall be of good quailW and ne:',', except as otherwise provided in the Contract Doc- uments. If required by ENGINEER. CONTRACTOR shall furnish satisfactory evidence (including reports of required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied, inslalled, con- nected, erected, used. cleaned and conditioned in accordance `.'dth the instructions of the applicable Supplier except as otherwise provided in the Contract Documents: but no pro- vision of any such instructions will be effective to assign to ENGINEER. or any of ENGINEER's consultants, agents or employees, an.'.' duty or authority to supervise or direct the furnishing or performance of the Work or any duty or author- ity to undertake responsibility con?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 schedule then in effect and additionally will comply with any provisions of the General Requirements applicable thereto. Substitutes or "Or-Equal" Items: 6.7. I. Whenever materials or equipment are specified or described in the Contract Documents by using ~he name ora proprietary item or the name ora particular SupFlier the naming of the item is intended to e~tabli,h the t)pc. function and quality required. Unless the name is by ~`.ords indicating that no substitution is permitted. materials or equipment of other Suppliers may be accepted by ENG1NEER if sufficient information is submitted by CONTRACTOR to allow ENGINEER to determine that the mater/a] or equipment proposed is equivalent or equal to that named. The procedure for rexiew by ENGINEER will include the following as supplemented in the General Requirements. Requests for reviev.' of substitute ilems of material and equipment '.'.'ill 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 ~pplication to ENGINEER for acceptance thereof. certifying that the proposed substitute will perform ade- quately the functions and achieve the results called for by the general design, be similar and of equal substance to that specified and be suited to thc 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 Proje~:t) to adapt the design to the proposed substitute and whether or not incorporation or use of the substitut6 in connection with the Work is subject to payment of any license fee or rovahy. AIl variations of the proposed substdute from thai specified v, ill be ~denl]fied in the application and available maintenance, rcpalr and repiacement service will be indi- cated. The application ~i]l also contain an hemized esti- mate o[a[I costs that ~i]] result directly or indirectly [rom gcceptance of such substitute, including costs of redesign and claims of other contractors ~ffected by the resuhin~ change, ali of which shall be considered by in evaluating the proposed substitute, gNG]NEER may require CONTRACTOR to ~urnish at CONTRA~OR's expense ~dditiongl data gbogt the proposed s~bstitut~. 6.~.2. ][ s specific means, method, technique, sequence or procedure of construction is indicated in or required the Contract Documents, CONTRACTOR may furnish or utilize a substitute megns, method, sequence, technique or procedure of construction acceptable to ENGI~E~, i~ CONTRACTOR submits sufficient information to UNO]NEaR to determine that the substitute proposed is equivalent to that indicated or required by the Cogtract Documents. The procedure for review by wW be similar to that ~rovided in pgrag~aph 6.2.] as ~pplied by E~G]NEER and ~s may be supplemented in the Gen- e~] 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 ~ccept~bility. and no substitute will be ordered, installed or utilized without ENGINEER's prior written acceptance which will be evi- denced b) either ~ Change Order or an approved Shop Drawing. OWNER may require CO~TRACTOR ~o fur- nish at CONTRACTOR's expense a special performance ~NGiNEER will record time required by ENGINEER and ENGINEER's consultams in ~v;luatin~ substitutions proposed by CONTRACTOR and in makin8 chan~¢s the Contract Documents occasioned thereby. Whether or not ENGINEER Eccepts ~ proposed substitute. CON- TRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER's consuRants for ev~luat- inE each proposed Concerning Subcontractors, Suppliers and Others: 6.8.1. CONTRACTOR shall noi 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 bas reasor~abl¢ 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 leither in writing or by failing to make wriuen 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 the difference in the cost occasioned by such substitution and an appropriate Chan~ Order will be issued or Written Amendment signed. No acceptance by OWNER or ENGINEER of any such Subcontractor. Supplier or otb'cC person or organization shall constitute a waiver of any right of OWN ER or ENGI- NEER to reject defective Work. 6.9. CONTRACTOR shall bc fully responsible to OWNER and ENGINEER for ali acts and omissions of thc Subcon- tractors. Suppliers and other persons and organizations per- forming or furnishing any of the Work under a dife~t 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 ii create any obligation on the part of O~VNER 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 b) La:',s and Regulations. 6.10. The div(sif~s 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. I I. 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 sh.all pa}' each Subcontractor: a just share of any insurance moneys received by CONTRACTOR on account of losses under pol- icies issue~ pursuant to paragraphs 5.6 and .5.7. Patent Fees and Royalties: 6.12. CONTRACTOR shall pay all license fees and roy- aries 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 ENOlNEERitsuseissubjecttopatentngbtsorcopynghts calling for the payment of any bcense fee or royalty to others, lhe existence of such fights shall be disclosed by OWNER in the Contract Documents. CONTRACTOR shall indemnify and bold 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 cour~ 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, place of the Projec~ which are appbcab]¢ 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 lo the Project site and land and areas iden- tified in and permitted by the Contract Documents and othir land and areas permitted by Laws and Regulations, rights- of-way, permits and easements, and shall not unreasonabl.',' product or device not specified in the Contract Documents, encumber the premises with construction~quip.i¢.t ur uther~ andshalldefendallsuchclaimsinconnectionwith-anyalleged materials or equipment. CChNTRACTOR shall assume full infringement of such rights, responsibility for any damage, to any' shch land or area, or to Permits: 6.13. Unless otherwise provided in the .qupplementary' 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. the owner or occupant thereof 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 ot,.herwise 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 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 equi- table, brought by any such other party against OWNER or ENGINEER to the extent based on a claim arising oul of CONTRACTOR's performance of the Work. Laws and Regulations: 6.14.1. CONTRACTOR shall give aH notices and comply with all Laws and Regulations applicable to fur- nishing and performance of the Work. Except where erwise expressly required by applicable Laws and Regu- lations, neither OWNER nor ENGINEER shall be respon- sible for monitoring CONTRACTOR's compliance ,.,.ith 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. Tares: 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 6.17. During thg pLogress 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 '.','ell as all tools, appliances, construction equip- ment and machinery, and surplus materials, and shall lea,,e 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 of any structure to be loaded in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the Work or adjacent property to stresses or pressures that will endanger it. Record Documents: 6.19. CONTRACTOR shall maintain in a safe place at the site one record copy of all Drawings, Specifications. Addenda, Written Amendments, Change Orders. Work 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- 16 pletJon of Ihe Work, these record documents, sampJes and Shop Drawings will be delivered to ENGINEER for OWNER. SafcO; and Protection: 6.20. CONTRACTOR shall be responsible fur initiating. maintaining and supervising all safety precautions and pro- grams in connection with the Work. CONTRACTOR shall take all necessary precautions for the safety'of, and shall provide the necessary protection to prevent damage, injury. or loss to: 6.20.1. all 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. other proper~y at t~g site or adjacent thereto. including trees, shrubs, lawns, walks, pavements, road- ways, structures, utilities and Underground Facilities not designated for removal, relocauon 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 person~ 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 o~ ners of adjacent property and of Underground Facilities and utility owners ,.','hen prosecution of the Work may affect them. and shall cooperate with them in the pro- tection, removal, relocation and replacement of their prop- erly. 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 direcdy or indi- rectly employed by any of them to perform or furnish an5' of the Work or anyone for ,.','hose 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 6r 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 1o 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. CONTKACTOR 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. CONTRACTOR, '.qthout special inslructlon or authorization from ENGINEER or OWNER, is obligated to act to prevent threatened damage, injury or toss. CONTRACTOR shall gi'. e ENGINEER prompt written notice ffCONTIL&CTOR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If ENGI- NEER determines that~ change in theff~xtracLDoeuments is required because of the action taken in response 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 Ihat 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 compiete with respect to quantities, dimen- sions, specified performance and design criteria, material; 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, CONTR-'~C- 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 6.26 ENGINEER v. iil revie,:, and approve v. ith reason able promptness Shop Drak;ings and samples, but ENGi- NEER's review and approval will be only for conformance with the design concept of the Projecl and for compliance with the information given in the Conlract Documents and shall not extend to means, methods, techniques, sequences or procedures of construction (except where a specific means. metfiod, technique, sequence or procedure of construction is indicated in or required by the Comract Documents) or to safety precautions or programs incident thereto. Tfie reviev., 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 specific attention in writing to revisions other than Ihe 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 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 ,,'.'ill any approval by ENGINEER relieve CONTRACTOR from responsibility for errors or omissions in the Shop Dra',t - ings or from responsibility for having complied with the pro- visions of paragraph 6.25. I. 6.28. Where aShop Drawing or sample is required bythe Specifications, any related Work performed prior to ENGI- NEER's review and approval of the pertinent submission ',:iii be the sole expense and responsibility of CONTRACTOR. Continuing the Work: 6.29. CONTRACTOR shall cato' on the Work and adhere to the progress schedule during all disputes or disagreements xvith 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- "- lng out of or resulting from the performance of the Work, pro'.ided t;:a: an) such claim, damage, loss or expense la) ~s amibutabte to bodfl5 injury, sickness, disease or death, or to injury to or des:ruction of tangible propert5 lo,her than me \\ork ~se!fl mc!udmg the loss ot use resulting therefrom and (b) is eau>ed in whole or in part by an:, neg[igem act or omission of CONTRACTOR, any Subcontractor. an5' person or organization directly or indirectly employed by an5' of them to perform or furnish any of the Work or anyone for :those acts an:.' of them may be liable, regardless of whether or not it is caused in pan by a party indemnifie¢ hereunder or arises by or is imposed by Law and Regulations regardless of the negligence of an,',' such party. 6.31. In any and all claims against OWNER or ENGI- NEER or any of their consultants, hgents or employees by any employee of CONTRACTOR. any Subcontractor. an:,' person or organization directly or indirectly employed by any of them lo perfo,-m or furnish any of the Work or anyone for whose acts any of them may be liable, the indemnification ob!igation 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' or workmen's compensation acts. disabiliLv 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, sur',e.'. 5. Change Orders. designs or specifications. ARTICLE 7--OTHER WORK Related Work at Site: 7.1. OWNER may perform other work related to the Proj- e,:t at the site by OWNER's own forces, have other ',cork performed by utility o:vners or let other direct contracts therefor v, hich shall contain General Conditions similar to these. If the fact that such other v,'ork is to be performed ','-'as 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. CONTR.-~CTOR shall afford each utility owner and other contractor who is a party to such a direct contract {or OWNER, if Ox3,qNER 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 equipment and the execution of such work, and shall properly connect and coordinate the Work with theirs. CONTRACTOR shall do ail 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- 18 TRACTOR ~hall nol endaneer any work ofolhers bv cumne. excavating or otherwise altering their v.'ork and ,.','ill only cut or alter their work with the v..riuen consent of ENGINEER and the others whose ~ork ~ill be affected. The duties and responsibilities of CONTRACTOR under this paragraph are for the benefit of such utility dr.,nets 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 pFoper for integra- tion with CONTRACTOR's Work except for 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 ~vork on the Project at the site, the person or organization who will have authority and respons b itv 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 itemize& and the extent of such author- ltv and responsibilities ,.viii be provided, in the Supplementar.'. C~nditions, Unless otherwise provided in the Supplementar.~ Conditions, neither OWNER nor ENGINEER shall have any authority or responsibility in respect of such coordination. ARTICLE 8--OWNEWS RESPONSIBILITIES 8.1. OWNER shall issue all communications to CON- TRACTOR through ENGINEER. 8.2. In case of termination of the emp oyment of ENGI- NEER, OWNER shall appoint an engineer against ,,','horn CONTRACTOR makes no reasonable objection, whose sta- tus under the Contract Documents shall be that of the forr~er 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 stmc- lures which have been utdized by ENGINEER in prepanng the Drav.'ings and Specifications. 8.5. OWNER's responsibilities in respecl 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 t0.4, 8.7. OWNER's responsibility in respect of certain ~nspections. tests and approvals is set forth in paragraph 13.4. 8.$. In connection with OWNER's right to stop Work or suspend Work. see paragraphs 13. I0 and 15. I. Paragraph 15.2 deals with OWNER's right to terminate services of CON- TRACTOR under certain circumstances. ART1CLE %--ENGINEER'S STATUS DURING CONSTRUCTION 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. ENGINI~t~I~ 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 aeneral, if the Work is proceeding in accordance with the C~ntract 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 greater 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 oft? 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 94. ENGINEER ,.viii issue with reasonable promptness ments of the Contract Documents (in the form of Drawings or othenqse) as ENGINE ER may determine necessary, '.``'high 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 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 I or Article 1~. Authorized VariaO'ons in }Fork: 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 Contract 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 Pr/ce 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 ``vhich ENGINEER betie``'es to be defective. '.*.'ill 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 responsibilitv for Shop Drawings and samples, see paragraphs 6.23 through 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 and 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- ~ TPokCTOR delivers to the other party to the Agreement and to ENGINEER written notice of intention to appeal from such a decision. 9.11. ENGINEER will be the initial inlerpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims. disputes and other matters relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing of the Work and claims under Articles 1t and 12 in respect of cha .riCes in the Contract Price or Contract Time will be referred initially to ENGINEER in writing with a request for a formal dec/~ion in accordance with this paragraph, 'which ENGINEER '.,,'ill render in writing within 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 occurrence of the event giving rise thereto, and written supporting data will be submitted to ENGINEER and the other part.',' within sixty days after 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. I1, ENGINEER will not show par- tiality to OWNER or CONTRACTOR and will not be liable in connection with any interpretation or decision tendered in good faith in such capacity. The rendering of a decision by ENGINEER pursuant to paragraphs 9. l0 and 9. I I 'aith respect to any such claim, dispute or other matter lexce?t an5 ~`` rich ~ave been waixed by the making or acceptance of final pay- ment as provided 'in 'paragraph 14.16) ',','ill be a condition precedent lo an>' exercise by OWNER or CONTRACTOR of such rights or remedies as either may other.,~ise have under t,h_e Contract Documents or by Laws or Regulations in respec: ot any such claim, dispute or other matter. Limitations on E.VGINEER'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 ~ub- contractor, any Supplier, or any other person or organization performing an3' 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 "satisfactor3"' or adjectives of like effect or import are used to describe a requirement, direction, re view orjudgmem 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 D6cu- merits (unless there is a specific statement indicating other- wise). The use of any such term or adjective shall not be 20 effeztive to assign to ENGINEER an>' duty, or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrar~ to the provisions of paragraph 9.15 or 9.16 9.15. ENGINEER will not be responsible for CON- TR.~.CTOR's means, methods, techniques, sequences or pro- cedures of construction, or the safety precautions and pro- ~rams incident thereto, and ENGINEER will not be respon- }ible 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 an3,' Subcontractor, any Supplier, or of any other person or organization performing or furnishing any of the Work. 104.3. changes in the Contract Price or Conlract Time which embody the substance of any x~,ntten decision ren- dered by ENGINEER pursuant Id paragraph 9.t1; provided thai. in lieu of executing any such Change Order. an appeal ma', be taken from any such decision in accordance '~.ith the provisions of the Contract Documents and applicable Laws and Regulations. but during any such appeal, CON- TtL~.CTOR 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, and the amount of each applicable Bond will be adjusted accordingly. ARTICLE 10--CHANGES IN THE WORK 10. I. 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 othe~vise specificolly providedL 10.2. If OWNER and CONTRACTOR are unable to agree 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 It 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 OWN ER 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 I 1--CHANGE OF CONTRACT PRICE 11.1. The Contract Price constitutes the total compen- sation (subject to authorized adjustments) payable to CON- TIL~.CTOR for performing the Work. All duties, responsibil- ities and obliaations assigned to or undertaken by CON- TRACTOR $~all be at his expense without change in the Contract Price. I t.2. The Contract Price may only be changed by a Change Order or b'., 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 natty and to ENGINEER promptly (but in no event later than ~hirty days) after the occurrence of the event g~ving rise to the claim and stating the general nature of the claim. Notice of the amount of the claim with supporting data shall be d~-[ivered v, ithin 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 c!aimed 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 othervdse 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 11.9.1. through 11.9.3, inclusive). 21 11.3.2. Bymutual acceptance of a lump sum(~vhich may include an allowance For overhead and profit nol necessarily in accordance with paragraph I [ .6._.2. I ). 11.3.3. On the basis of the Cost of the Work (deter- mined as provided in paragraphs II.4 and 11.5l plus a CONTRACTOR's Fee for overhead and profit (deter- mined as provided in paragraphs Il.6 and I].7). Co~t oft he 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 otherxvis; may be agreed 'to in writing by OWNER, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items and shall "'" not include any of the costs itemized in para.~raph 11.5: ll.4.l. Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Wo~;k 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 ~nd wa,.es plus the cost of fringe benefits which shall include so'ia[ security contributions, unemployment, excise and payroll taxes, v.'orkers' or workmen's compensation, health and retirement benefits, bonuses, sick lea', e. vacation and h~.,t- iday pa.,.' applicable theret~x Such emr, luyees shall inc[ude 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 v,,ith CONTRACTOR with which to make payments, in which case the cash discounts ~hall 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- T1L4CTOR 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 CONTP,.AC: TOWs Cost of the Work. Ail subcontracts shall be subject 22 to the other provisions of the Contract Documents insofar as applicable. 1[.4.4. CostsofspeciaJconsultantslinc]udingbutnot limited to engineers, architects, testing laboratories, sur- veyors, attorneys and accountants) employed for services specifically related to the Work. 1.4.5. Supplemental costs including the l'ol[owing: 11.4.5.1. The proportion of necessary transporta- tion. travel and subsistence expenses of CONTRAC- TOWs employees incurred in discharge of dudes con- necked with the Work. 11.4.5.2. CosL including transportation and main- tenance, of all materials, supplies, equipment, machin- ery. appliances, ol~'Sce and temporary facilities at the site and hand tools not owned by the workers, which are consumed in thc performance of the Work. and cost less market value of such items used but not consumed- which remain the property of CONTRACTOR. l 1.4.5.3. Rentals of all construction equipment and machineo' and the parts thereof whether rented from CONTRACTOR 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 remal agreements. The rental of any such equipment, m,".chin- cry or pans ~hall cease when the u',u thereof is no longer necessary for th~ Work. 11.4.5.4. Sales. consumei:, use or similar taxes related to the Work. and for which CONTRACTOR is liable, imposed by Laws and Regulations. I h4..:'.5. Deposits lost for causes other than ned!i- genre of CONTRACTOR. any Subcontractor or any- one direcdy or indirectly employed by any of them or for ~hose acts an.,,' of them may be liable, and royahy payments and fees for permits and licenses. 1[.4.5.6. Losses and damages (and related expe rises), not compensated by insurance or otherwise. to the Work or othev*'iae sustained by CONTRACTOR in connection with the performance and furnishing of the Work (except losses and damages within the deductible amounts of property 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- TOWs Fee. If, however, any such loss or damage requires reconslruction and CONTRACTOR is placed in charge thereof. CONTRACTOR shah be paid for sera, ices a fee proportionate to that stated in paragraph l}.-t 58. Minor expenses such as ~degrams. long distance telephone calls, telephone service at the site. expressage and similar petty cash i~ems in connection whh thc Work. 11.4.5.9. Cost of premiums for additional Bonds and insurance required because of changes in the Work and premiums for properly insurance coverage within the limits of the deductible amounts established by OWNER in accordance with paragraph 5.9. 11.5. The term Cost of the Work shall hoe include any of the following: 11.5.!, Payroll costs and other compensation of CON- TRACTOR's officers, executives, principals Iof panner- "" ship and so',e proprietorships), general managers, engi- neers, architects, cstimalors, attorneys, auditors, accoun- tams. purchasing and contracting agents. ¢xpedhors. timekee:',ers, clerks and other personnel employed by CONTRACTOR whether at the. site or in CONTR.&C- TOWs principal or a branch office for general admimstra- tion of the Work and not specifically included in the agreed upon schedule of job classifications referred to m para- graph I !-' I or spccifica]P: co,.ered b> paragraph I I ;.'~ all of v.'hich are to be considered administrad'.'¢ costs covered by the CONTRACTOR's Fee. tl.5.2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR's office at the site. 11.5.3. Any part of CONTRACTOR's capital expenses. including interest on CONTRACTOR'S capital employed for the ",Vork and charges against CONTRACTOR for delinquent payments. l l.5.a. Cost of premiums for all Bonds and for all ,--. insurance whether or not CONTRACTOR is required b>' 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 '.,,,hose acts any of them may be liable, including but not limited Io, the correction of defecrive Work, disposal of materials or equipment wrongl? supplied and making good any damage to prop- 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 I 1.4. CO.VTRACTOR's Fee: ' 11.6 The CONTR:XCTOR's Fee all°v' ed ~° CONTR:x'C- TOR for o'.erhead and profit shall be determined as follo',~s: 11.61. amutuallyacceptablefixedfee:orifnonecan be agreed upon. 11.6.2. afeebasedonthefollowingpercemages°fthe various portions of the Cost of the Work: 11.6.2.1. for cosls incurred under paragraphs 114.1 and 1t.4.2. the CONTRACTOR's Fee shall be fifteen percent; 11.6.2.2. for costs incurred under paraizraph I 1.a.3. the CONTRACTOR's Fee shall be five percenI: and if a subcontract is on the basis of Cosl of the Work Plus a Fee. the maximum allowable to CONTRACTOR on accoum of overhead and profit of al', Subcontractors shall be fifteen percent; ' '; fee shall be payable on the basis of I 1.6 ..... no costs itemized under paragraphs I l.a4. 11.-15 and I I 1h6.2.4. the amount of credit to be allowed I CONTR-&CTOR to OWNER for any such change ',,.hi results in a net decrease in cost will be the amount the actual net decrease plus a deduction in CONTRA TOR's Fee by' aq amount equal to ten percent of net decrease: and l l.6.:.J. ',~hcn both addition> and credits invohed in'anS' one change, the adjustment in CC TRACTOR's Fee shall be computed on the basis of t net change in accordance with paragraphs I1.{ . throdgh I 1.6.2.4. inclusive. { 1.7. Whenever the cost of any Work is t~ be de~ermined pursuant to paragraph 11.4 or 11.5. CONTRACTOR submit in form acceptable to ENGINEER an itemized cost breakdown together with supporting data. Cash .4llowances: 11.8. It is understood that CONTRACTOR has included in the Contract Price ail 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 tge 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 applj, cable taxes; and 11.8.2. CONTRJXCTOR'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 aJlowances. No demand for additional payment on account of any thereof wi]l be valid. PHor 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. I. Where the Contract Documents provide that all or pail 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 quantities of items of Unit Price Work are not guaranteed i, nd are solely for the purpose of comparison of Bids and determining an initial Contract 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 materiall3 and significantly from the estimated quantity of such ilem 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 {hereof, 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 TIblE 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 --' notieedelivered by the party making the claim to the other party and to ENGINEER-promptly(but in no event later than thirty days)-after the oc:urrence 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 asceilain 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 belie~ve it is entitled as a result of the occurrence '- of said event. AIl claims for adjustment in the Contract Time shall be determined by ENGINEER in accordance with para- graph 9.11 if OWNER and CONTRACTOR cannot otherwise agree. No claim for an adjustment in the Contract Time ,,,.'ill be valid if not submitled in accordance with the requirements of this paragraph 12.1. I2.2. 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 thi$ Article 12 shall not exclude recovery for damages {including but not limited to fees and charges of engineers, architects. attorneys and other professionals and couri and arbitration costs) for delay by either party. ARTICLE 13-.-WARRANT~/ AND GUARANTEE: TESTS AND INSPECTIONS: CORRECTION. REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.1. CONTR-A'CTOR warrants and guarantees to OWNER and ENGINEER that alt Work will be in accor- dance with the Contract Documents and will not be defectire. Prompt notice of all d~ieets 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 I3. Access to Work: 13.2. ENGINEER anti ENGINEER's representatives. other representatives of OWNER. testing agencies and gov- - ~.ramental 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 ali costs in connection therewith and furnish ENGINEER the required certificates of inspection, testing or approval. CONTRACTOR shall also 24 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 acceplance of a Supplier of materials or equipment proposed to be incorporated in the Work, or of materials or equipment submilted 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. Ali 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 uncovering shall be at CONTRACTOR's expense unless CONTRACTOR has given ENGINEER timely nrtice 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 CONTIL-X.C- TOR from CONTRACTOWs obligations to perform the Work in accordance with the Contract Documents. Uncovering Work: 13,8. If any Work is covered contras' to the written request of ENGINEER. it must. if re'quested by ENGINEER. be uncovered for ENGINEER's observation and replaced at CONTRACTOR'~ 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 ancover, 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 I1. 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 I1 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 ',,,'ay that the completed Work will conform to the Contract Documents, OWNER may order CONTRACTOR to st, op the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of OWNER to stop the Work sh~ not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTKACTOR 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, Jf the Work has been rejected by ENGINEER, remove it t'rom the site and replace it with nondefective Work. CONTRACTOR shall bear all direct, indirect and consequential costs of such correction or removal (including but not limited to fees and charges of engineers, architects, attorneys and other profes- sionals) made necessary thereby. One }'ear Correction Period: 13.12. If within one year after the date of Substantial Completion or such longer period of time as ma.'.' be pre- scribed by Laws 9r Regulations or by the terms of an,,.' appii- cable special.guarames required by the Contract Documents or by any specific provision of the Contract Documents. any Work is found to be defective, CONTRACTOR shall promptly, withotn cost to OWNER and in Occordance with, OWN ER'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 nondefective 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) ',viii 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~hat item may ~ta, t to run from an earlier date d · so provided in the Specifications or byWritten Amendment. Acceptance of Defective Work: 13.13. If, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to ENGINEER'~ recommendation of final payment, also ENGINEER) prefers to accept it, OWNER may do so. CON- TRACTOR shall bear all direct, indirect and consequential 25 by' ENGINEER as to reasonableness and to include but not prior to ENGINEER's recommendation of finer pa~menh a and OWNER shall be enuded to an approprmte decrease in to ('he amount thereof, OWNER may make a claim therefor CONTRACTOR [o OWNER. ~ 055.VER May Correct Defective Work: 13.14. If CONTRACTOR fails within a reasonable time after,.vrmen notice of ENGINEER to proceed [o correc~ and to correct deles(he Work or to ~emove 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 an.',' other provision of Contract Documents. OWNER ma:,,, after seven days' ',ir/t- ten notice to CONTRACTOR. cortes: and remedy nn.'. 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. OWN E R ~ may exclude CONTRACTOR from al! or par: oI the site. Iake possession of all or part et' 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 OWNER has paid CONTRACTOR but which are stored elsewhere. ,._ CONTRACTOR shall allot,.' OWNER. O\VNER's represen- tatives, agents and employees such access to the site as ma.,. be necessary to enable OWNER to exercise the rights and 'remedies under this paragraph. All direct, indirec~ 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. (iai 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 oi" the Contract Time because of any delay in per- ferments of the Work attributable to the exercise by OWNER ~ of OWNER's rights and remedies hereunde'r. 26 ARTICLE la--PAYMENTS TO CONTRACTOR AND COMPLETION Schedule of Values: t4. I The schedc!e of values established as pro'.ided ~:, paragraph 2.9 x~i[! ser'.e as thc basis for progres~ and '¢.ill be inco~orate~ inlo a form of Applies:ion r::ent acceptable to ENGINEER. Progress payments on account of Unit Price \Vork will be based on the number of units completed. Application for Progress Payment: 14.2. At least twenty days before ~aeh progress payment is scheduled (but not more often than once a momh). CON TRACTOR shall submit to ENGINEER for re',~ew an Appli- cation for Pa.'. men( filled oul and signed by CONTRACTOR covering the Work completed as of the date of the Application and acrompanied b,, such supporting documemation as required by the Contract Documents. If payment ~s requested on the basis of materials had equipment }tot incorporated in lhe 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 '.~arranting that OWN ER has re:si,, ed the materials and equipment free and clear of all Iiens. charges. security interests and encumbrances (which are hereinafter in these General Conditions referred to as "I..iens") and evidence that [he malerials and equipment are covered by' apprbpriate property insurance and other arrangemen:s Frotect O\VN E R's interest therein, all of '.'~ hich isfactory to OWNER. Thc amount of retamage ~ith respc:.t to progress pay men{s ',,.'ill be :is stipulated in the Agreemenh CONTR.4CTOR '$ WarrenO' of Title: 14.3. CONTRACTOR '.~.arrants and guarantees that title to all YVork. materials and equipment covered by any Appli- cation for Payment. whether incorporated in the Project or not. '.'.'ill pass to OWNER no later than the time of payment free and clear of all Liens. Review of Applications for Progress Payment: 14.4. ENGINEER ',viii. within ten days aRer 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 Isubject to the provisions of the last sentence of paragraph 14.7) become due and when duc will be paid by OWNER to CONTRACTOR. 14.5. ENGhNEER'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 accompanying data an'd schedules that the Work has pro- gressed to the point indicated; that, to Ire best of ENGI- NEER's knowledge, information and bet:el, the qualio' 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, lo a final determination of quantities and classifications for Unit Price Work under paragraph 9,10, and to any olher 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 ~ave been made to check the quality or the quantity of the Work beyond the responsibilities specifically ass:ghent to ENGINEER in the Contract Documents or that there may not be other matters or issues belween 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 paymem will constitute an additional representation by ENGINEER to OWNER that the conditions precedent to CONTRAC- TOWs being entitled to final payment as set forth in paragraph 14.13 have been fulfilled. 14.7. ENGINEER ma,,,' refuse to recommend the ,.',~o!e 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 lo recommend an.',' such pay- meat. or, because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any such payment previously recommended, to such extent as ma.',' 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 otheritems entitling OWNER lo a set-off against the amounl recommended, but OWNER must give CONTRACTOR immediate written notice (with a copy to ENGINEER) stating the reasons for such action. 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 items specifically listed by CONTRACTOR as incomplete) and request that ENGI- NEER issue a certificate of Substantial Completion. Within a reasonable time thereafter, OWNER, CONTRACTOR and ENGINEER shall make an inspectib, n of the Work to deter- mine the status of completion. If ENG1NEER 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 prepare and deliver to OWNER a tentative certificate of Substantial Completion which shall fix the date of Subsiantial Completion. There shall be attached to tfie certificate a tentative list of item's 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. I[. after considering such objec- tions. ENGINEER concludes that the Work is not substan- tially complete. ENGINEER will within fourteen days after submission of the Ientative certificate to OWNER not:f5 CONTRACTOR in writing, stating the reasons therefor. If. after consideration of OWNER's objections. ENGINEER considers the Work substantially complete. ENGINEER ,.',iii within said fourtedn days execute and deliver to OWNER and CONTRACTOR a definitive certificate of Substantial Completion t,.vith 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 deliver': of the tentative certificate of Substantial Completion ENGI- N EER will del:ye r to OWNER and CONTRACTOR a written recommendation as to division of responsibilities pending final payment betv.'een OWNER and CONTRACTOR with respect to security, operation, .safety, maintenance, heat. utilities, insurance and warranties. Unless OWNER and CONTRACTOR agree othe~vise 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- TR. ACTOR from the Work after the date of Substantial Corn' pict:on, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. Part~l 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 CONTI;LAC- 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 o£ the remainder of the Work. may be accomplished prior to Substantial Completion of all the Work'subject to the follow- lng: 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 OWNER ,-- and ENGINEER that said par~ of the Work is substantially complete and request ENGINEER to issue a certificate of Substantial Completion for tbs?part of the Work. CON- TRACTOR at any time may notify OWNER and ENGI- NEER in writing that CONTRACTOR considers any such pan 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 part of the Work. Within a reasonable time aftereither such request, OWN ER. CONTRACTOR and ENGINEE,R shall make an inspec- tion of that part of the Work to determine its status of '-- completion. If ENGINEER does not consider that pan 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.$ 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 writi,ng 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 pan 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~ anco, 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 par~ of the Work will be accomplished prior to compliance wilh the requirements of paragraph 5.15 in respect of property insurance. Final Inspection: 14.11. Upon written notice from CONTRACTOR lhat 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 deft- 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 othei' 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 pro~ess 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 OWNERI of all Liens arising out of or filed in connection with the Work. In lieu thereof and as alSproved .by OWNER, CONTRACTOR may furnish receipts or releases in full; an affidavit of CON- TRACTOR that the releases and receipts include ail 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 O',VN EWs property might in an,',' 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. 28 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. Other,vise, 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. CONTRACTOR's continuing obligations under the Con- tract Documents; and 14.16.2. a waiver of all claims by CONTRACTOR against OWNER other than thogi previously made in writ- lng and still unsettled· ARTICLE 15--SUSPENSION OF WORK AND TERMINATION 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 acceptec}. If the remaining. balance to be held by OWNER for Work not fully completed or corrected is less than the retalnage 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 an5' 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 (ekcept as provided in paragraph 14,16). Waiver of Chaims: 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 Owner ,*,Ia)' Suspend Work: 15.1. OWNER may, at any tim, e and without cause, sus- pend the Work or any portion thereof for a period of not more than ninety days by notice in writing to CONTRACTOR and ENGINEER which will fix the date on which Work will be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR shall be allowed an 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 Ma)' Terminate: 15.2. Upon the occurrence of any one or more of the following events: 15.2.1. if CONTIL-~CTOR commences a voluntary case under any chapter of the Bankruptcy Code (Title I 1. United States Codel. as now or hereafter in effect, or if CON- TiL-~CTOR take.s 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 an':' chapter of the Bankruptcy Code as no~t or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against CONTIL-~CTOR under any other federal or state law in effect at the time relating to bankruptcy or insolvency; 15.2.3. if CONTRACTOR makes a general assignment for the benefit of creditors; 15.2.4. if 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 CONTILa, CTOR is for the purpose of enforcing a Lien against such properly 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 Docuraents 29 (including, but nol lira(led lo, failure lo supply sufficient skilled workers or suilab}e mai(rials or equipmenl or failure lo adhere lo the progress schedule estab}ished under paragraph 2.9 as revised from hme to lime/: I.._,'7. if CONTRACTOR disregards Laws or Regu- lations of any punic body having jurisdiclion; 15.2.8. ifCONTRACTORdisregardslheauthorilyof ENGINEER: or 15.2.9. if CONTRACTOR otherwise violates in an',' substantial way any provisions of the Contract Docu- ments; OWNER may, after Dying CONTRACTOR {and the surety. if there be one) seven days' ;vritten notice and to the e'xte~t 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 equipmenl and machinery at the sile and use the same to the full extent they could be u'sed by CONTRACTOR (without liability to CON'TRACTOR for Irespass 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 enlided to receive any further payment until the Work is finished. If the unpai~ " balance of the Contract Price exceeds the direct, indirect and consequential costs of completing the Work lincluding but not lira(led to fees nnd charges of cng(fleers, architects, auor- ,.-- ne'.cs and other professionals and court and arbitration cosis~ such excess will be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pa.,., the difference to OWNER. Such costs incurred by OWNER '.','ill ,,-, 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 lerminated by OWNER, the term/nation ',viii not affect an,.' righls or remedies of OWNER againsl CONTRACTOR Ihe~ existing or which ma.,,, ~hereafter accrue..*.ny retemion er payment of moneys due CONTRACTOR by O\VNER ,,till not release CONTRACTOR from liability. 15.4. Upon seven days' written notice lo CONTRAC- TOR and ENGINEER. OWNER may, wilhout cause and without prejudice to any other right or remedy, elecI to aban- don the Work and term(hale the Agreemem. In such case. CONTRACTOR shall be paid for all Work executed and any expense sustained plus reasonable termination expenses, which ',','ill include, but not be limited to, direct, indirect and con- sequential costs (including. but not limited to, fees and cha.,'ues of engineers, architects, attorneys and other profession-als and court and arbitration costs). Contractor ,[[a.~' 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 ofcourl or other public authority. or ENGINEER fails to act on any Application for Payment within thirty days after it is submitted, or OWNER fails for thirty days to pay CONTRACTOR any sum finally 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 term(herin,: the Agreemenl. if ENGINEER has failed to act on an Appii~ .:aiion for Pa.'.mem or OWNER has failed to make an'., pa:. - meat as aforesaid. CONTRACTOR may upon seven day.s' written notice to OWNER and ENGINEER stop the Work unlil payment of all amounts then due. The provisions of this =ara~raph shall not relieve CONTRACTOR of the obli.ations under paragraph 6.29 to carry on the Work in accordance ,aith the progress schedule and without delay during disputes and disagreements v. ith OWNER. [The remainder of this page was left blank intentionally.] 30 ARTICLE 16.--ARB ITRATION 16.1. All claims, disputes and other mmtersin queslion belv.'een 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 will be decided by arbitration in accordance with the Con- struction Industry Arbitration Rules of Ire American Arbi- tration Association then obtaining subjecl 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 enfore~'nh!e uncter 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 pan;es have presented their evidence to ENGINEER if a written decision has not been rendered by ENGINEER before that '-- date. No d~mand 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. l 1: 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 ENG1NEER tenders ,.. a decision after arbitration proceedings have been initiated. such decision may' be entered as evidence but ,a iii nol supersede the arbitration proceedings, except where the decision is acceptable to the parties concerned. No demand for arbdra- t/on 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 16.3. Notice of the demand for arbitration `.',ill be filed in writing with the other party' to the Agreement and with the American Arbitration Association. and a copy ,.viii be sent to ENGINEER for information. The demand for arbitration '.',ill 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 '.,,'hen institution of legal or equitable proceedings based on such claim, disput,e or other matter in question would be barred by thy applicable statute of limi- tations. 16.4. No arbitration arising out of or relating to the Con- tract Documents shall include by consolidation, jo;rider 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 necessary if complete relief is to be alTorde.d 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 par~ies 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, v,'hich consent shall make ~pecific reference to this paragraph: but no such consem shall constitute consent to urbitrauon 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 `.`.ill be final. judgment ma5' be entered upon it in an5' court having juris- diction thereof, and will not be subject to modification or appeal except to the extent permitted by Sections 10 and I 1 of the Federal Arbitration Act (9 U.S.C. §§10.1H. [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 wfitten notice, it will be deemed to have been va dly 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 exctude~' 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 omi ed from the computa- 17.2.2. ' A calendar day of twenty-four h(surs measured from midnight to the next midnight shall constitute a day. 17.3. Should OWNER or CONTRACTOR suffer injury or dama~te to person or property because of any error, orals- sion or act of the other party or of any of the other part.',' s employees or agents or others for whose acts the other part.'.' is ligally 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 lhe fights and remedies available here- under to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CONTR.ACTOR by paragraphs 6-30, 13.1, 13.12, 13.14, 14.3 and 15.2 and all of the rights and remedies available to OWNER and ENGINEER thereunkler, are in addition to. and are not to be construed in any way as a limitation of. any rights and remedies available to any or all of them which are o~'her-,vise 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 parag, raph 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 SUPPLEMENT ~RY CONDITIONS 1 ilI~iSE St I'I'I.EMkN'I Ably UI)NI)I'I'I()NS AMENI)Ttl}L STANDARD GENERAl, C()NI)ITIt)NS OF TIlE CONSTRUCTION UI)NTRA(yI~ (NO. 1910-8, 1983 ED.) AS INDICATED BELOW. A~'LL PROVISIONS WHIC}I 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. Engtheer: The word "Engineer" in these conU-act documents and specifications shall be understood as referring to CITY ENGINEER, City of Coppe[1, P.O. Box 478, Coppell, TX 75019, En~neer 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 p~'ohibition does not apply when the interest isxepresented 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 corporafons 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 followingxeports 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 nmy take borings at the site to satisfy bimaelf 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. Ex/sting 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 ut/i/ties or service lines a.re cut, broken or damaged, the CONTRACTOR shall replace the utihties 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 malting 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 mediately after paragraph 4.4.: 4.4.1. Construction .~rakes shall be provided by the Contractor as per Item 4.4 of the General Conditions. Vertical control has been estabhshed as shown on the construction plans. Horizontal control can be estabhshed from ex/sting 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~.be completed Work as it progresses with the requLremerus of the consumction 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-5.2. Delete this paragraph in its entirety. - SC-5.3. th_rough SC-5.T. Delete sections 5.3 through 5.7 in their entirety and substitute the following in lieu. _ thereof: 5.3. Insurance Required. ~The Contractor .shall not commence work under this contram until he has obtained all insurance required under this paragraph and Item 1.26 of the North Section 000232 - Supplementary Conditions Page 3 Central Texas Standard Specifications for Public Works Construction as mended August 23, 1990, and such insurance has been approved by the City, nor shall the Con~'actor allow any subcontractor to commence work on this subeonu'act 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 tkis 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 Conlractor. 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 flu_ring 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: $1,000,000 General Aggregate Products - Components/ Operations Aggregate $1,0130,000 Personal and Advertising Injury $600,000 Each Occurrence $600,000 Fire Damage (any one fire) $50,000 Medical Expense (any one person) $5,000 5.3.3. Automobile Liability Insurance. The Contractor shall take out and maintain during llae life of this contract such Automobile Liability Insurance fo~' owned, bi.red and nonowned. vehicles as shall protect him and any subcontractor perform/rig work covered by tttis 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 fLrst 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 the first sentence and substituting the word " ' line "OWNER", and (iii) by deleting the words "paragraphs 5.6. and 5.7. of the third 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. ff OWNER requests in writing that other special insurance be included in the property insurance policy, CONTRACi'OR shall, ff 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 Lnsated and provide coverage for fll losses and damages caused by the perils covered thereby. Accordingly, all such policies shall contain provisions to the effecI 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 insured or additional insured, and ff such waiver forms are required of any Subcontractor, CO~CTOR will obtain the same. Page 5 Section 000232 - Supplementary Conditions SC-5.12. Amend the fa'st 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 Documems, OWNER shall notify CONTRACTOR in writing thereof within ten 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 conatitute acceptance of such insurance purchased by the CONTRACTOR as complying with the Contract Documents. SC-5.15. Amend the fa'st 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 propen'y 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 pan 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 cona'act, 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). Utilization of this "separated contract" approach eliminates the need for bidders to figure in sales tax for mater/als which are to be incorporated into the project. The successful bidder's Section 000232 - Supplementary Conditions Page 6 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 ingorporated 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 lhe CONTRACTOR and schedule events to mi~imlze 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 claima, 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 Corm'actor against OWNER, ENGINEER or Consulting Engineer to the extent based on a claim arising OUtOf CONTRACTOR's performance of the Work. Should a separate Contractor cause t~amage 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, CONTIqACTOR shall not institute any action, legal or equitable, against OWNER, ENGINF.~R or Consulting Engineer or permit any action against any of them to be maintained and cominued in its laame 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 Io agree as to the extent of any adjustment in Contract Time attributable thereto, CONTRACTOR may make a C]alm for an extension of time in accordance with Article 12. An extension of the Contract Time shall be COBFfRACTOR's exclusive remedy with respect to OWNER, ENGINEER and Consulting Engineer for any delay, dim-uption, interference or hindrance caused by any separate Contractor." -- Section 000232 - Supplementary Conditions Page 7 ARTICLE 9 o 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 following in lieu thereof: 9.10. ENGINEER will have authority to determine the actual quantifies 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 ha: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 11.9.3.2. if there is no corresponding adjustment with respect to any other item of Work; and 11.9.3.3. if CONTRACTOR can demonswate that it has incurred ~dditional 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 Con,'act Price in accordance with Article 11 ffthe 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 conlxact time shall be allowed unless the CONTRACTOR can demonstrate the delay caused aa 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. immecLiately 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 famished shall be done by a commercial laboratory employed by tho~' Contractor and acceptable to the OWNER. The Contxactor shall famish, at his own expense, all necessary specimens for testing of the materials. Ail materials not conforming m the requirements of the specifications will be rejected. Section 000232 - Supplementary Conaitions 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 Consumction - North Centxal 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 Consu'uction. 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. 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 COPPF. I.I.: 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 Specifcafions, 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. Entrance onto private property shall be at the expressed approval of the ENGINEER, only. 1.5 PROJECT DESCRIPTION: This Conuact consists of the consmaction of paving and drainage improvements on Shadowcrest Lane and paving improvements on Woodhttrst Drive in the Willowood Subdivision, Coppell, Texas. 1.6 CAI~V. NDAR DAY COUNT: Calendar days shall be counted by the Engineer on the basis of the clef'tuition 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 resnme upon receipt by the Contractor of a written list of items necessary to satisfactorily complete the project. This process shall continue until such rime as the project is accepted by the Engineer, and the Owner. The calendar day count will not be suspended or othe'm, ise affected by use of completed portions or "substantial completion" of any of the project. 1.7 1.8 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. 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 FINISI-~D GRADES: The Contractor Shall be responsible for installation of the storm sewer and inlets to plus or minus 0.10-foot of the elevations shown on the consmaction plans. Division 1 - Specific Project Requirements Page 1 1.10 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 consmaction 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 m 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 author/zed by him in writing. 1.11 TESTING LABORATORY SERVICE: The Contractor shall make arrangements with an independent laboratory acceptable to the owner for all bacld'fll compaction, conm'ete 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, 1.12 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. 1.13 1.14 PRESERVATION OF TREES: Permission. of the Engineer must be obtained for removal of trees on. the p~operty that obstruct the installation of the improvemems as outlined in this project, penalty for desmucti0n 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 2 1.15 The Superintendent and the Contractor shall be responsible for supervision of all work performed by the subcontractor at all times during consnmction. WARNING DEVICES: The Contractor shall have the responsibility to provide and maintain all warning devices and take all precautionary measures required by law m 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 mediate approach to and travel through the work site and area adjacent m 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 famish, 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 apphcable federal and state law (by failing to furnish the necessary flag-men, 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 Con~:actor 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 rlamage, 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. 1.16 EXISTING UTILITIES, STRUCTURES AND OTI-m.R 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 snmcnn'es. -' - 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 3 1.17 1.18 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 Conu'actor 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. 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. 1.19 CLEANUP: 1.20 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. INSPECTION: The word "Inspection" or other forms of the word, as used in the contract documents for this project shall be understoodas 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 bimuelf that the work is proceeding in general accordance with the contract tlpcuments, 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 remo~,ed 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 back'filling 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 nearly spread over the adjacent area. Page 4 Division 1 - Specific Project Requirements 1.22 1.23 WATER FOR CONSTRUCTION: The Contractor shall make the necessary arrangement for securing and transporting all water required in the consu'uction, including water required for mixing of concrete, sprinkling, testing, flushing, flooding, or jetting. The Contractor shall provide water as required at his own expense. GUAILMq'I~E: All work shall be guaranteed against defects resulting fi.om 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. Page Division, I - Specific Project_Requirements DIVISION 2 - SPECIAL PROVISIONS TO STANDARD SPECIFICATIONS FOR CONSTRUCTION These Special Provisions, modify, or supplement the Standard Construction 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 Il: MATERIALS - DIVISION 2 ITEM 2.1.5. TRENCJI 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 fkst 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: En,,meer. 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 ITEM 2.2.2. CH]EMICAL 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. PART III: DIVISION 3 - SITE PREPARATION ITEM 3.1.2. CONSTRUCTION METHODS: Add the following sentence after the second sentence: The method of protection shall be 2 inch by 4 inch wood railing unless otherwise shown on 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) percemage poim~ above, optimum moisture content, using mechan/cal compaction methods, unless otherwise specified in the Plans or Specificati0ns."' 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 striking the words: "90 percent of the maximum ch-y density of such material." and replace with the words "95 percent of the maximum dry density of such material, or as directed by Engineer. PART V: DMSION 5 - PAVEMENT AND SURFACE COURSES ITEM 5.822. CONSTRUCTION METHODS (e) Joints (1) Expansion Joints: Delete the fa-st paragraph and replace with the following: "Expansion joints shall be installed perpendicularly to the surface and centerl/ne 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 eve~ 200 linear feet of pavement,.unless otherwise speci~ed 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 £u'st sentence of the fn'st 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. ff water is needed for finishing operations." (2) Hand. Add a new paragraph after fkst paragraph which reads as follows: "Fog sprays powered by pressure pumps, and capable of covering the entire area of freshly placed concrete' with a f'me mist, shall be used if water is needed for £mishing operations." DIVISION 6 .- UNDERGROUND CONDUIT CONSTRUCTION 6.2.9. BACKFI]_,L: (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." Page 3 Special Provisions