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HomeMy WebLinkAboutContract 22042204 EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF STIPULATED PRICE THIS AGREEMENT is by and between the CITY OF COLUMBIA HEIGHTS, MINNESOTA (OWNER) and Ron Kassa Construction Inc (CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants set forth herein, agree as follows: ARTICLE 1 -WORK 1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Concrete curb and gutter, sidewalk, steps or flatwork removals and repairs or installations at spot locations throughout the City. ARTICLE 2 -THE PROJECT 2.01 The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: • 2009 MISCELLANEOUS CONCRETE REPAIRS AND INSTALLATIONS CITY PROJECT N0.0900 ARTICLE 3 -ENGINEER 3.01 The Project has been designed by the CITY OF COLUMBIA HEIGHTS' ENGINEERING DEPARTMENT (ENGINEER), who is to act as OWNER's representative, assume all duties and responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents. ARTICLE 4 -CONTRACT TIMES 17 4.01 Time of the Essence A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. 4.02 Dates for Substantial Completion and Final Payment A. The Work will be substantially completed on or before October 1, 2009, and completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions on or before October 23, 2009. 4.03 Liquidated Damages A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in Paragraph 4.02 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty), CONTRACTOR shall pay OWNER $250.00 for each day that expires after the time specified in Paragraph 4.02 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse, or fail tc complete the remaining Work within the Contract Time or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER $250.00 for each day that expires after the time specified in Paragraph 4.02 for completion and readiness for final payment until the Work is completed and ready for final payment. ARTICLE 5 -CONTRACT PRICE 5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to paragraphs below: For all Work, at the prices stated in CONTRACTOR'S Bid, attached hereto as Exhibit A. As provided in Paragraph 11.03 of the General Conditions, estimated quantities are not guaranteed, and determinations of actual quantities and classifications are to be made by ENGINEER as provided in Paragraph 9.07 of the General Conditions. Unit prices have been computed as provided in Paragraph 11.03 of the General Conditions. ARTICLE 6 -PAYMENT PROCEDURES 18 6.01 Submittal and Processing of Payments A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. 6.02 Progress Payments; Retainage A. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR's Applications for Payment on or about the fifteenth day of each month during performance of the Work as provided in Paragraphs 6.02.A.1 and 6.02.A.2 below. All such payments will be measured by the schedule of values established as provided in Paragraph 2.07.A of the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General Requirements: 1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER may determine or OWNER may withhold, including but not limited to liquidated damages, in accordance with Paragraph 14.02 of the General Conditions: a. 95% of Work completed (with the balance being retainage). If the Work has been 50°'o completed as determined by ENGINEER, and if the character ar~d progress of the Work have been satisfactory to OWNER and ENGINEER, OWNER, on recommendation of ENGINEER, may determine that as long as the character and progress of the Work remain satisfactory to them, there will be no additional retainage; and b. 95% of cost of materials and equipment not incorporated in the Work (with the balance being retainage). 2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to CONTRACTOR to 98% of the Work completed, less such amounts as ENGINEER shall determine in accordance with Paragraph 14.02.B.5 of the General Conditions and less 5% of ENGINEER's estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion. 6.03 Final Payment A. Upon final completion and acceptance of the Work in accordance with Paragraph 14.07 of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said Paragraph 14.07. ARTICLE 7 -INTEREST 19 7.01 A11 moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest at the rate of 6% per annum. ARTICLE 8 -CONTRACTOR'S REPRESENTATIONS 8.01 In order to induce OWNER to enter this Agreement CONTRACTOR makes the following representations: A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. D. CONTRACTOR has carefully studied all: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified in the Supplementary Conditions as provided in Paragraph 4.02 of the General Conditions and (2) reports and drawings of a Hazardous Environmental Condition, if any, at the Site which has been identified in the Supplementary Conditions as provided in Paragraph 4.06 of the General Conditions. E. CONTRACTOR has obtained and carefully studied (or assumes responsibility for doing so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Bidding Documents, and safety precautions and programs incident thereto. F. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. G. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents. H. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified 20 in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. I. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. J. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. ARTICLE 9 CONTRACT DOCUMENTS 9.01 Contents A. The Contract Documents consist of the following: 1. This Agreement (pages 17 to 24, inclusive). 2. Performance Bond (pages 00610-1 to 00610-2, inclusive). 3. Payment Bond (pages 00615-1 to 00615-2, inclusive). 4. Other Bonds (pages to ,inclusive). 5. General Conditions (pages 00700-1 to 00700-41, inclusive). 6. Supplementary Conditions (pages 00700-42 to 00700-50, inclusive). 7. Specifications as listed in the table of contents of the Project Manual. 8. Drawings consisting of none. 9. Addenda (numbers 1 to 1, inclusive). 10. Exhibits to this Agreement (enumerated as follows): a. CONTRACTOR's Bid (pages 9 to 16, inclusive). b. Documentation submitted by CONTRACTOR prior to Notice of Award (pages to ,inclusive). c. 11. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: 21 a. Notice to Proceed (pages to ,inclusive). b. Work Change Directives. c. Change Orders}. B. The documents listed in Paragraph 9.O1.A are attached to this Agreement (except as expressly noted otherwise above). C. There are no Contract Documents other than those listed above in this Article 9. D. The Contract Documents may only be amended, modified, or supplemented as provided in Paragraph 3.04 of the General Conditions. ARTICLE 10 -MISCELLANEOUS 10.01 Terms A. Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions. 10.02 Assignment of Contract A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 10.03 Successors and Assigns A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 10.04 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 22 10.05 Other Provisions (if applicable). 23 IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate. One counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their behalf. This Agreement will be effective on Agreement). OWNER: Gary P [CORPORATE SEAL] Attest: ~ ~ ~a~;,~--~ Title: ~-~~,,('.~,.;..._Q~-~.._ Address for giving notices: Y (If OWNER is a corporation, attach evidence of authority to sign. If OWNER is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution ofOWNER-CONTRACTOR Agreement). 2009 (which is the Effective Date of the CONT ~„ TOR': _ •-~-~_ /~,,A r Title: ~ , ~ ~-- [CORPORATE SEAL] Attest: Title: Address for giving notices: License No. (Where applicable) Agent for service of process: (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) Designated Representative: Designated Representative: / ~ N l " / ~ °° -° arne: Name: . ~ ~ Title: Title: t~ -~ ,. '~ Address: Address: ~ 4.'`,~ _ ~ '~° ~° Phone: Phone: ~ `~ ~ ' s ~ .> y Facsimile: Facsimile: __=__ . ' ~ __ ~ ____ 24 From: Nicole Vacek At: Northern Capital Insurance Group FaxID: 9528290482 To: Kathy Young Date: 7/21/2009 09:01 AM Page: 2 of 2 ACORD CERTIFICATE CIF LIABILITY INSURANCE Oplp DATE (MMiDDIYYIN} RONKA-1 07/21/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Terry Reinhardt ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Northern Capital Insurance Gp HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P O Box 9396 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Minneapolis MN 55440-939& Phone: 952-996-8818 Fax: 952-829-0482 ~ INSURERSAFFORDINGCOVERAGE NAIC;# INSURED ~ INSURERA ACUITY I 14184 wsuRERB The Builders Group Inc. Ron Kassa Construction mJSURERc , 6005 250th East InI;UReRD Elko MN 55020 INSURER E f'AVFRIlt~FG __ .,.--- TH~- F~ ~LICIES' OF IIVSSUk,4NCE LISTED BELOW HAVE BEEN ISSUED TO THE IfJSURED NAMED ABOVE FUR THE PVLIC'r PERIOD IldDICAaED fJGTWITHSTAPIC71N6 Aide RE~~LIIREMENT, TCRM Or ~=ONDITION OF ANY CONTRACT OF OTHER DOCUMENT WITH RESPECT TU WHICH THIS CEFTIFICATE MAY BE ISSUED OF' MA v' PEF`CAIPl, 7HE INSURANCE AFFORDEC~ BY THE POUGES DESCRIBED HEREIfJ CS SUBJECT TO ALL THE TEf2MS, EXCLUSIONS ANC's CONDITIVNS 6F SUCH POLICIES AC~%,P.B3ATE LIPAIT6 fi~H! iWfJ MA ~; HAVE BEEPd REDUCED B''( PAID CLAIMS. LTR NSRD TYPE OF INSURANCE i POLICY NUMBER DATE (MMIDD/YY) DATE (Mtd/DD/Wj i LIMITS GEI9ERAL LIABILITY ~ ~ EACH Ou=URRENCE I 1 1 , 000 , 000 A X ~ ~;AgMER~aAL~~ENERALLIABIL1Tv' L96981 01/01/p9 01/O1/10 ! RF~EMISESiE:,~~~~~~~=~~~ej , ~ 100,000 LAIi~IS MADE }{ .. _J ~~~ I '` ~ ' ~' rl R ~ n s ~e NJ ~~ 5 , 0 D 0 p l 'v' NERSOfdAL & AC 11,000,000 GENERAL Aci,RrE,ATE 1 2 , 000 , 000 ~~EPJ'L AG~~EE~ATE LIMIT APPLIES PER I F'RODUCT_ - ~~:OPA°/OF' AG6 1 2 , 000 , 000 PR! ~- i P~iLI,"'J JB~T I t ~ ~C AUTOMOBILE LIABILITY ~ ~ ~~MBINED 31NOLE L IPAIT j 11,000,006 A I X . ANV ALm~~ L969$1 01/01/09 01/01/10 eaaa~identi ~ ALL OV'dhJEG AUTOS ~ BODIL's 1NJUR'/ $ SCHEDULED Ai IT~L=, ~ (Per person) X ~ HIRED PIJ'i..~°C ~ B~"1DIL'v' INJL)R'C I ~ ~{ ~ pI:iPJ-~',~NPJED AUT45 (F'~r aG~" ~dentl I ~ PR'!?FEF`TY DAMA~=E ,~ F'er aoaden } GARAGE LIABILITY AUTO ~ ~ IIJl f E!~ ACCIDEPSf 1 i _ J irn CA ACC mER rHArJ $ _. __ _ -_ ~--- ~ AulouNLY ~,~ 1 I EXCESS(UMBRELLA LIABILITY ( ~ EnH i IRREN"E $ 3, D D O, O O p p, I ~ nr~=UF ~ rLA1MS MADE L96981 ~ 01/01/09 i 01/01/10 A cR~c ATC _ _- 3 3 , 000 , 060 - -~-- I 1 DEDUCTIBLE ~ 1 I X F'ETENTION 1 D 11 WORKERS COMPENSATION AND i x TORY LIMITS ( , 'ER B ! EMPLOYERS' LIABILrrY - ~ ~ ' 06-0440 01/01/09 01/01/10 ' EL EA~~Hw_aDErJT j 1 500,000 - 1 ; ,JTIVE F RQRRIFiOR/RARTNERrExE~ ,N r +CFFICER/MEMBER E',~CUJC7ED'~` EL D15EASE-EA EMPLOYEE . 1544,000 ---- I* y"s, des,_nbe w7d?r i ~RECIAL PR~ovlsli,N~ bolew i E L DI,EasE - Roue r uMir 1 500 , 000 ~ I i i OTHER I DESCRIPTION OF OPERATIONS / LOCATIOIJS (VEHICLES 1 EXCLUSIONS ADDED BY EfdDORSEMEIJT /SPECIAL PROVISIONS City of Columbia Heights is named as an additional insured as their interest may appear. CFRTIFICGTF Hni nFR CANCELLATION CZTYCOL SHOULD AfJY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 14 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO D4 SO SHALL Clty Of COlumbld Heights IMPOSE PJO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 590 N.E. 40th Avenue hts MN 55421 Columbia Hel REPRESENTATIVES. g AUTHORIZED REPRESENTATIVE Terrors Reinhardt ACORD 25 {2001/08) (~J HGVKU GVKYVKH I IVIV '192fit 1. Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to Owner to pay for labor, materials and equipment famished by Claimants for use in the performance of the Contract, which is incorporated herein by reference. 2. With respect to Owner, this obligation shall be null and void if Contractor: 2.1 Promptly makes payment, directly or indirectly, for all sums due Claimants, and 2.2 Defends, indemnifies and holds harmless Owner from all claims, demands, liens or suits alleging non-payment by Contractor by any person or entity who famished labor, materials, or equipment for use in the performance of the Contract, provided Owner has promptly notified Contractor and Surety (at the addresses described in Pazagraph 12} of any claims, demands, liens or suits and tendered defense of such claims, demands, liens, or suits to Contractor and Surety, and provided there is no Owner Default. 3. With respect to Claimants, this obligation shall be null and void if Contractor promptly makes payment, directly or indirectly, for all sums due. 4. Surety shall have no obligation to Claimants under this Bond until: 4.1 Claimants who are employed by or have a direct contract with Contractor have given notice to Surety (at the addresses described in Paragraph 12) and sent a copy, or notice thereof, to Owner, stating that a claim is being made under this Bond and, with substantial accuracy, the amount of the claim. 4.2 Claimants who do not have a direct contract with Contractor: 1. Have famished written notice to Contractor and sent a copy, or notice thereof, to Owner, within 90 days after having last performed labor or last furnished materials or equipment included in the claim stating, with substantial accuracy, the amount of the claim and the name of the party to whom the materials or equipment were famished or supplied, or for whom the labor was done or performed; and 2. Have either received a rejection in whole or in part from Contractor, or not received within 30 days of furnishing the above notice any communication from Contractor by which Contractor has indicated the claim will be paid directly or indirectly; and 3. Not having been paid within the above 30 days, have sent a written notice to Surety and sent a copy, or notice thereof, to Owner, stating that a claim is being made under this Bond and enclosing a copy of the previous written notice famished to Contractor. 5. if a notice by a Claimant required by Paragraph 4 is provided by Owner to Contractor or to Surety, that is sufficient compliance. 6. When a Claimant has satisfied the conditions of Pazagraph 4, the Surety shall promptly and at Surety's expense take the following actions: 6.1 Send an answer to that Claimant, with a copy to Owner, within 45 days after receipt of the claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed. 6.2 Pay or arrange for payment of any undisputed amounts. 7. Surety's total obligation shall not exceed the amount of this Bond, and the amount of this Bond shall be credited for any payments made in good faith by Surety. 8. Amounts owed by Owner to Contractor under the Contract shall be used for the performance of the Contract and to satisfy claims, if any, under any performance bond. By Contractor famishing and Owner accepting this Bond, they agree that all funds earned by Contractor in the performance of the Contract are dedicated to satisfy obligations of Contractor and Surety under this Bond, subject to Owner's priority to use the funds for the completion of the Work. 9. Surety shall not be liable to Owner, Claimants, or others for obligations of Contractor that are unrelated to the Contract. The Owner shall not be liable for payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligations to make payments to, give notices on behalf of, or otherwise have obligations to Claimants under this Bond. ]0. Surety hereby waives notice of any change, including changes of time to the Contract or to related Subcontracts, purchase orders and other obligations. l 1. No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the location in which the Work or part of the Work is located or after the expiration of one year from the date (1) on which the Claimant gave the notice required by Paragraph 4.1 or Pazagraph 4.2.3, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were famished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. if the provisions of this paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. 12. Notice to Surety, Owner or Contractor shall be mailed or delivered to the addresses shown on the signature page. Actual receipt of notice by Surety, Owner or Contractor, however accomplished, shall be sufficient compliance as of the date received at the address shown on the signature page. 13. When this bond has been famished to comply with a statutory requirement in the location where the Contract was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 14. Upon requests of any person or entity appearing to be a potential beneficiary of this Bond, Contractor shall promptly furnish a copy of this Bond or shall permit a copy to be made. 15. DEFINITIONS: 15.1 Claimant: An individual or entity having a direct contract with Contractor, or with a first-tier subcontractor of Contractor, to famish labor, materials, or equipment for use in the performance of the Contract. The intent of this Bond shall be [o include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service, or rental equipment used in the Contract, architectural and engineering services required for performance of the Work of Contractor and Contractor's Subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were famished. 15.2 Contract: The agreement between Owner and Contractor identified on the signature page, including all Contract Documents and changes thereto. 15.3 Owner Default: Failure of Owner, which has neither been remedied nor waived, to pay Contractor as required by the Contract or to perform and complete or comply with the other terms thereof. FOR INFORMATION ONLY -Name, Address, and Telephone Northern Capital Insurance Surety Agency or Broker: P .0. Box 9396 Owner's Representative (engineer or other party): Minneapolis , MN 55440-9396 Telephone 952-996-8829 00615-2 PAYMENT BOND Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): Ron Kassa Construction, Inc. 6005 - 250`h East Elko, MN 55020 OWNER (Name and Address): City of Columbia Heights 590 - 40`h Avenue N.E. Columbia Heights, MN 55421 CONTRACT Date: May 11, 2009 Amount: $42,501.50 Description (Name and Location): SURETY (Name and Address of Principal Place of Business): Old Republic Surety Company P.O. Box 1976 Des Moines, IA 50306 2009 Miscellaneous Concrete Repairs & Installation City Project No. 0900 City of Columbia Heights, MN BOND Bond Number: RCN 628457 Date (Not earlier than Contract Date}: May 22, 2009 Amount: $42,501.50 Modifications to this Bond Form: None Surety and Contractor, intending to be legally bound hereby, subject to the terms printed on the reverse side hereof, do each cause this Payment bond to be duly executed on its behalf by its authorized officer, agent, or representative. CONTRACTOR AS ~~3~lCIPAL Company: Ro p assa onstruction, Inc. Signature ~~~ t ~` ~~ ~~ _ -~-~ (Seai) Name and Tttl ;,~ ~: ~~ (Space is provided below for signatures of additional parties, if required.) CONTRACTOR AS PRINCIPAL Company: Signature: Name and Title: SURETY Attest: Signatur SURETY Surety's Name and Corporate Seal By: (Seal) Signature and Title (Attach Power of Attorney) Attest: Signature and Title EJCDC No. C-615 (2002 Edition} Originally prepared through the joint efforts of the Surety Association of America, Engineers Joint Contract Documents Committee, the Associated General Contractors of America, and the American Institute of Architects, the American Subcontractors Association, and the Associated Specialty Contractors. 00615-1 1. The Contractor and the Surety, jointly and severely, bind themselves, their heirs, executors, administrators, successors and assigns to Owner for the performance of the Contract, which is incorporated herein by reference. 2. If Contractor performs the Contract, Surety and Contractor have no obligation under this Bond, except to participate in conferences as provided in Pazagraph 3.1. 3. If there is no Owner Default, Surety's obligation under this Bond shall arise after: 3.1 Owner has notified Contractor and Surety, at the addresses described in Paragraph 10 below, that Owner is considering declazing a Contractor Default and has requested and attempted to arrange a conference with Contractor and Surety to be held not later than 15 days after receipt of such notice to discuss methods of performing the Contract. If Owner, Contractor and Surety agree, Contractor shall be allowed a reasonable time to perform the Contract, but such an agreement shall not waive Owner's right, if any, subsequently to declare a Contractor Default; and 3.2 Owner has declared a Contractor Default and formally terminated Contractor's right to complete the Contract. Such Contractor Default shall not be declared earlier than 20 days after Contractor and Surety have received notice as provided in Paragraph 3.1; and 3.3 Owner has agreed to pay the Balance of the Contract Price to: l . Surety in accordance with the terms of the Contract; 2. Another contractor selected pursuant to Paragraph 4.3 to perform the Contract. 4. When Owner has satisfied the conditions of Paragraph 3, Surety shall promptly and at Surety's expense take one of the following actions: 4.1 Arrange for Contractor, with consent of Owner, to perform and complete the Contract; or 4.2 Undertake to perform and complete the Contract itself, through its agents or through independent contractors; or 4.3 Obtain bids or negotiated proposals from qualified contractors acceptable to Owner for a contract for performance and completion of the Contract, arrange for a contract to be prepared for execution by Owner and Contractor selected with Owner's concurrence, to be secured with perfomrance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Contract; and pay to Owner the amount of damages as described in Pazagraph 6 in excess of the Balance of the Contract Price incurred by Owner resulting from Contractor Default; or 4.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the ciroumstances: I. After investigation, determine the amount for which it may be liable to Owner and, as soon as practicable after the amount is determined, tender payment therefore to Owner, or 2. Deny liability in whole or in pan and notify Owner citing reasons therefor. 5. If Surety does not proceed as provided in Paragraph 4 with reasonable promptness, Surety shall be deemed to be in default on this Bond IS days after receipt of an additional written notice from Owner to Surety demanding that Surety perform its obligations under this Bond, and Owner shall be entitled to enforce any remedy available to Owner. If Surety proceeds as provided in Paragraph 4.4, and Owner refuses the payment tendered or Surety has denied liability, in whole or in part, without further notice Owner shall be entitled to enforce any remedy available to Owner. 6. ABer Owner has terminated Contractor's right to complete the Contract, and if Surety elects to act under Paragraph 4.1, 4.2, or 4.3 above, then the responsibilities of Surety to Owner shall not be greater than those of Contractor under the Contract, and the responsibilities of Owner to Surety shall not be greater than those of Owner under the Contract. To a limit of the amount of this Bond, but subject to commitment by Owner of the Balance of the Contract Price to mitigation of costs and damages on the Contract, Surety is obligated without duplication for: 6.1 The responsibilities of Contractor for correction of defective Work and completion of the Contract; 6.2 Additional legal, design professional, and delay costs resulting from Contractor's Default, and resulting from the actions or failure to act of Surety under Paragraph 4; and 6.3 Liquidated damages, or if no liquidated damages are specified in the Contract, actual damages caused by delayed performance or non- performance of Contractor. 7. Surety shall not be liable to Owner or others for obligations of Contractor that are unrelated to the Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than Owner or its heirs, executors, administrators, or successors. 8. Surety hereby waives notice of any change, including changes of time, to Contract or to related subcontracts, purchase orders, and other obligations. 9. Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the Work or part of the Work is located and shall be instituted within two yeazs after Contractor Default or within two years after Contractor ceased working or within two yeazs after Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. 10. Notice to Surety, Owner or Contractor shall be mailed or delivered to the address shown on the signature page. 11. When this Bond has been famished to comply with a statutory requirement in the location where the Contract was to be performed, any provision in this Bond conflicting with said statutory requirement shall be deemed deleted herefrom and provisions conforming to such statutory requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as common law bond. 12. Definitions: 12.1 Balance of the Contract Price: The total amount payable by Owner to Contractor under the Contract after all proper adjustments have been made, including allowance to Contractor of any amounts received or to be received by Owner in settlement of insurance or other Claims for damages to which Contractor is entitled, reduced by all valid and proper payments made to or on behalf of Contractor under the Contract. 12.2 Contract: The agreement between Owner and Contractor identified on the signature page, including all Contract Documents and changes thereto. 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Contract. 12.4 Owner Default: Failure of Owner, which has neither been remedied nor waived, to pay Contractor as required by the Contract or to perform and complete or comply with the other terms thereof. FOR INFORMATION ONLY -Name, Address, and Telephone Northern Capital Insurance Surety Agency or Broker P.O. Box 9396 Owner's Representative (engineer, or other party) Minneapolis, MN 55440-9396 Telephone 952-996-8829 00610-2 ACKNOWLEDGMENT OF PRINCIPAL (Individual) STATE OF_ COUNTY OF, ss.: On this day of , in the year ,before me personally come(s) , to me known and known to me to be the person(s) who (is) (are) described in and who executed the foregoing instrument and acknowledge(s) to me that he executed the same. NOTARY PUBLIC ACKNOWLEDGMENT OF PRINCIPAL (Partnership) STATE OF ss.: COUNTY OF On this day of , in the year ,before me personally come(s1 a member of the co-partnership of to me known and known to me to be the person who is described in and who executed the foregoing instrument, and acknowledges to me that he executed the same as and for the act and deed of the said co-partnership. NOTARY PUBLIC ACKNOWLEDGMENT OF PRINCIPAL (Corporation) ~' STATE OF f' ~' s• _ ~` ss.: COUNTY OF On this day of t a ,,. _ ~ __ , in the year ° ,before me personally come(s) ~ _ to me known, whom being (~ytme duly sworn, deposes and says that he resides in the City of ~ ~ -~ ~-- that he is the ~~ - of the the corporation ~escribed in and which executed the foregoing instrument; that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporation, and that he signed his name thereto by like order. OTARY PUBLIC ACKNOWLEDGMENT OF SURETY J KASSA STATE OF Minnesota s ~~.-r{t Aim ~~Nrae ~ Henne in ~ ss.: ~ q~,~~' COUNTY OF P On this day of in the year ,before me personally come(s) John G Hagberg - Attorney(s)-in•Fact of Old Republic Surety Company with whom I am personally acquainted, and who, being by me duly sworn, says that he reside(s) in Plymouth, MN that he is (are) the Attorney(s)-in-Fact of_ Old Republic Surety Company ,the company described in and which executed the within instrument; that he know(s) the corporate seal of such Company; and that the seal affixed to the within instrument is such corporate seal and that it was affixed by order of the Board of Directors of said Company, and that he signed said Instrument a~ A~~orrlg,~jFs)-in ,F~of the said~Com,F}any by like order. OTARY PUBLIC 'r°°` § ~~. _ `~~ `-'~='~~i~~ .- '~: . ,.~z~; `,t~t_i 'r'f~d-'i..v~ r~ ~~~. ~ ! "!f't(t~;i`"r'.',l ~ - ,`gJi~rf;r c r'a '.~; ~~~.~JE~ ,zt[r "I. t#~~~ i{/`~ r-¢.L "'~tV~t tF °'(~:. _ n.3 451,1 ~a`Q„€ 3' L#i`~r=C,° r- _r; f1~S Y"i#e3f';~. t,C)PiJTPCLbk`""_ ,~P,,~, a °rJ+J^JI? ix. JUDY L. JORISSEN, JOHN G. HAGBERG, DAWN M. REICHEL, ANN F. WOLFGANG, G. REYNOLDS FISHER, PATRICK I. MCGOVERN, OF MINNEAPOLIS, MN ._~' t ~3" F, hib'; €l:. .. ~ ,, ." !fi`ti '~ ;I f'~ 'r-. -u. , ,1:1' .' I-..' ~ . ,. ~ ._..d1G - , ., ~ i~,'!.~i ., _ :,. _: : 'il ;i ~ }lam - - ;; 7! _.,., ~i i 4i-J 1! ~ _. _ _ ,~. ... :. (!c..'I: 'C i _tlt~t,..~7 .fiu `-` - :~.- ~:~I'i;; .I~ .~ II..<_.,.. _ 1'i _, f. .. ,. .,,. _ ,...,..I._j'. .._.:~. ,._~. ....,. .,.:i':~ I. ~~Itj t_.ti., ti.: :IE.t'.'f'`. _, :'.)i., :.a. ,. ,av' P.,IC.: (.,._:, :. .'___,; a'.;'~~.:" , .r.l~ ;`;., ;`. I'Ji P ..:.... .: . .. .. I~:1'".. _, _,. , _ _. : ~fJ. -. c - `. v., _,. .. _, , _, .._..iy~t-i, .r, : ~ _:, ~ ..' i' . ~ .c ``iii ..,: ;.. :...,i ~ . ..,. ~ a _, _ .. 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STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly By AC E C National Society of- ~~~~ gmerican Society Professional Engineers AliFn~raw CQpa(}~. or h,~,.w,vev.x rvs (;pema.v ~`y Professional Engineers in Private Practice of Civil Engineers PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE a p~-czctice dzvisio~z of ike NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN COUNCIL OF ENGINEERING COMPANIES AMERICAN SOCIETY OF CIVIL ENGINEERS This document has been approved and endorsed by tFkfd~~ td ~4 'till ~~~*. S 4 ~ Nii Y~~W ~ i The Associated General Contractors of America ~~ Knowledge for Creating and Sustaining the Buill Environment Consiniction Specifications Instiriite oo~oo - ~ Copyright ©2002 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Council of Engineering Companies 1015 15th Street, N.W., Washington, DC 20005 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 These General Conditions have been prepared for use with the Suggested Forms of Agreement Between Owner and Contractor Nos. C-520 or C-525 (2002 Editions). Their provisions are interrelated and a change iii one may necessitate a change in the other. Comments concerning their usage are contained in the EJCDC Constriction Documents, General and Instructions (No. C-001) (2002 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Preparation of Supplementary Conditions (No. C-800) (2002 Edition). oo~oo - TABLE OF CONTENTS Pale ARTICLE 1 -DEFINITIONS AND TERMINOLOGY .......................................................... ................................................... 6 1.01 Defined Terrrzs ....................................................................................................... ...................................................6 1.02 Terminology .......................................................................................................... ...................................................8 ARTICLE 2 -PRELIMINARY MATTERS ............................................................................ ................................................... 9 2.01 Delivery of Bonds and Evidence of hzstn•ance ...................................................... ................................................... 9 2.02 Copies ofDoczrrnents ............................................................................................ ...................................................9 2.03 Commencement of Contract Times; Notice to Proceed ........................................ ................................................... 9 2.04 Starting the Work .................................................................................................. ................................................... 9 2.OS Before Starting Construction ................................................................................ ................................................... 9 2.06 Pr•econstrzrction Confer•erzce ................................................................................. ................................................... 9 2.07 Initial Acceptance of Sclzedules ............................................................................ ................................................... 9 ARTICLE 3 -CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE ..................... .................................................10 3.01 Intent ..................................................................................................................... .................................................10 3.02 Reference Standards ............................................................................................. .................................................10 3.03 Reporting mzd Resolving Discrepancies ............................................................... ................................................. 10 3.04 Amending and Szrpplementing Contract Documents ............................................ ................................................. 11 3.05 Reuse of Doczrrnents .............................................................................................. ................................................. 11 3.06 Electronic Data ..................................................................................................... ................................................. 11 ARTICLE 4 -AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITI ONS; HAZARDOUS ENVIRO NMENTAL CONDITIONS; REFERENCE POINTS ................................................ ................................................ 11 4.01 Availability of Lands .............................................................................................. ................................................11 4.02 Subsurface and Physical Conditions ..................................................................... ................................................ 12 4.03 Differing Subsurface or Physical Conditions ........................................................ ................................................ 12 4.04 Underground Facilities ......................................................................................... ................................................13 4.OS Refer•erzcePoirits .................................................................................................... ................................................13 4.06 Hazardous Environmental Condition at Site ......................................................... ................................................13 ARTICLE S -BONDS AND INSURANCE ............................................................................. ................................................14 S.O1 Performance, Payment, and Otlzer Borzds ............................................................. ................................................14 5.02 Licensed Sureties arzd Inszn•er•s .............................................................................. ................................................15 5.03 Certifzcates of hzsurarzce ........................................................................................ ................................................ 1 S 5.04 Contractor's Liability Insurance ........................................................................... ................................................1 S S.OS Oxnzer's Liability hzsurnrzce .................................................................................. ................................................ 16 5.06 Property Insurarzce ................................................................................................ ................................................16 5.07 Waiver of Rights .................................................................................................... ................................................ 17 5.08 Receipt and Application of Insurance Proceeds .................................................... ................................................17 5.09 Acceptance of Bonds and Insurance; Option to Replace ....................................... ................................................ 17 5.10 Partial Utilization, Ackrnowledgmernt of Property Inszn•er ..................................... ................................................18 ARTICLE 6 -CONTRACTOR'S RESPONSIBILITIES .......................................................... ................................................ 18 6.01 Szrpervision and Superintendence .......................................................................... ................................................18 6.02 Labor; Working Hours .......................................................................................... ................................................ 18 6.03 Services, Materials, arzd Ec/uiprrrerrt ....................................................................... ...............................................18 6.04 Pr•ogr•ess Schedzrle .................................................................................................. ............................................... 18 6.05 Szrbstitutes and "Or-E~Iuals " .................................................................................. ...............................................19 6.06 Corzcerrzing Subcontractors, Suppliers, and Others ............................................... ...............................................20 6.07 Patent Fees and Royalties ...................................................................................... ............................................... 21 6.08 Per•rrnits .................................................................................................................... ...............................................21 6.09 Laws mnd Regulations ............................................................................................. ............................................... 21 6.10 Taxes ....................................................................................................................... ............................................... 22 6.11 Use of Site and Otlrer Ar•eas ................................................................................... ............................................... 22 6.12 Record Docurrnernts .................................................................................................. ...............................................22 6.13 Safety and Protectiorn .............................................................................................. ............................................... 22 6.14 Safety Representative .............................................................................................. ............................................... 23 6.15 I-Iczzard Conrnnznnication Progranns ......................................................................... ...............................................23 6.16 Emergencies ............................................................................................................ ...............................................23 00700 - 3 6.17 Shop Drma~irzgs and Samples ................................................................................. ................................................23 6.18 Continuing the Work .............................................................................................. ................................................24 6.19 Contractor's General Warranty and Guarantee ................................................... ................................................24 6.20 hzdenmificatiorz ...................................................................................................... ................................................24 6.21 Delegation ofPr-ofess[orzal DeSlgll SEZ-ijlces' .......................................................... ................................................25 ARTICLE 7 -OTHER WORK AT TFIE SITE ......................................................................... ................................................25 7.01 Related Wor°k at Site .............................................................................................. ................................................ 25 7.02 Coordination .......................................................................................................... ................................................26 7.03 Legal Relatiorzslzips ............................................................................................... ................................................26 ARTICLE 8 -OWNER'S RESPONSIBILITIES ...................................................................... ................................................26 8.01 Conlml[nlcat[orzs t0 CO1ztrCZCtOr . ............................................................................. ................................................26 8.02 Replacement of Engineer ....................................................................................... ................................................26 8.03 Furnish Data .......................................................................................................... ................................................26 8.04 Pay When Due ....................................................................................................... ................................................26 8.05 Lalzds arzd Easements; Reports and Tests .............................................................. ................................................ 26 8.06 Irzsur•arzce ............................................................................................................... ................................................ 26 8.07 Change Orders ...................................................................................................... ................................................26 8.08 Inspections, Tests, and Appr•ovals .......................................................................... ................................................26 8.09 Limitations on Owner's Resporzsibilities ............................................................... ................................................ 27 8.10 U~zdiselosed Hazardous Environmental Condition ................................................. ...............................................27 8.11 Evidence of Financial Ar-r-angemerzts ..................................................................... ............................................... 27 ARTICLE 9 -ENGINEER'S STATUS DURING CONSTRUCTION ..................................... ...............................................27 9.01 Owner's Repr-esentative .......................................................................................... ...............................................27 9.02 Visits to Site ............................................................................................................ ............................................... 27 9.03 Project Repr-eserztative ............................................................................................ ............................................... 27 9.04 Authorized Variations in Wark ............................................................................... ...............................................27 9.05 Rejecting Defective Work ....................................................................................... ............................................... 27 9.06 Shop Drawings, Change Orders and Payments ..................................................... ...............................................28 9.07 Deter°rnirzatiorzs for• Unit PI-ice Work ...................................................................... ...............................................28 9.08 Decisions on Reguiremerzts of Contract Docznnents and Acceptability of Work .... ...............................................28 9.09 Linzitatiorzs on Engineer's Authority arld Respor[sibilities ..................................... ...............................................28 ARTICLE 10 -CHANGES IN THE WORK; CLAIMS ............................................................ ...............................................28 10.01 Authorized Changes irz the Wark ............................................................................ ...............................................28 10.02 Unauthorized Changes in the Work ........................................................................ ...............................................29 10.03 Execution of Change Orders .................................................................................. ............................................... 29 10.04 Notification to Suretv .............................................................................................. ...............................................29 10.05 Claims ..................................................................................................................... ...............................................29 ARTICLE 11 -COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK .................. ...............................................30 11.01 Cost of the Wor-k ..................................................................................................... ............................................... 30 11.02 Allowarzces .............................................................................................................. ...............................................31 11.03 U~zit Price Wor-k ....................................................................................................... .............................................. 31 ARTICLE 12 -CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES ....... ..............................................32 12.01 Change of Corztr-act Pr-ice ........................................................................................ .............................................. 32 12.02 Change of Contract Times ....................................................................................... .............................................. 33 12.03 Delays ...................................................................................................................... .............................................. 33 ARTICLE 13 -TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK ......33 13.01 Notice of Defects ...................................................................................................... ..............................................33 13.02 Access to Wor-k ......................................................................................................... ..............................................33 13.03 Tests arzd hzspectiorzs ............................................................................................... ..............................................33 13.04 Uncovering Wor-k ..................................................................................................... ..............................................34 13.05 Owrzer- May Stop the Work ....................................................................................... .............................................. 34 13.06 Correction or Removal of Defective Work ............................................................... .............................................. 34 13.07 Correction Per-iod .................................................................................................... ..............................................34 13.08 Acceptance of Defective Work ................................................................................. .............................................. 35 13.09 Owner May Correct Defective Work ....................................................................... .............................................. 35 ARTICLE 14 -PAYMENTS TO CONTRACTOR AND COMPLETIOI~T ................................ .............................................. 36 14.01 Schedule of Valrres ................................................................................................... ..............................................36 14.02 Progress Payrrzerzts .................................................................................................. .............................................. 36 14.03 Contractor's Warranty of Title ................................................................................ ..............................................37 14.04 Slrbs7antial Completiorz ............................................................................................ ..............................................37 14.05 Partial Utilization ..................................................................................................... .............................................38 14.06 Final h[spectiorz ........................................................................................................ .............................................38 oo~oo - a 14.07 Final Payrrrent ....................................................................................................................................................... .38 14.08 Firral Completion Delayed .................................................................................................................................... .39 14.09 Waiver of Clcrinrs .................................................................................................................................................. . 39 ARTICLE 15 -SUSPENSION OF WORK AND TERMiNATION ................................................................................. . 39 15.01 . .... Owner May Suspend Wor•k ................................................................................................................................... . . 39 15.02 Owner May Terminate for Cause ......................................................................................................................... . 39 15.03 Owner Mav Terminate For Converrience .............................................................................................................. 40 15.04 Contractor May Stop Work or 'Terminate .............................................................................................................. 40 ARTICLE 16 -DISPUTE RESOLUTION ................................................................................................................................ 41 16.01 Methods and Procedures ....................................................................................................................................... 41 ARTICLE 17 -MISCELLANEOUS ......................................................................................................................................... 41 17.01 Giving Notice ......................................................................................................................................................... 41 17.02 Computation of Tirnes ............................................................................................................................................ 41 17.03 Cumulative Remedies ............................................................................................................................................. 41 17.04 Survival of Obligations .......................................................................................................................................... 41 17.05 Controlling Law ..................................................................................................................................................... 41 17.06 Headings ................................................................................................................................................................ 41 oo~oo - s GENERAL CONDITIONS ARTICLE 1 -DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Bidding Requirements or Contract Docrmients and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda--Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement--The written instrument which is evidence of the agreement between Owner and Contractor covering the Work. 3. Application for Payment--The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 4. Asbestos--Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Bid--The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 6. Bidder--The individual or entity who submits a Bid directly to Owner. 7. Bidding Documents--The Bidding Requirements and the proposed Contract Documents (including all Addenda). 8. Bidding Requirements--The Advertisement or Invitation to Bid, Instructions to Bidders, bid security of acceptable form, if any, and the Bid Form with any supplements. 9. Change Order--A document recorrrrnended by Engineer which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 10. Claim--A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Conri-act. A demand for money or services by a third parry is not a Claim. 11. Contract--The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral. 12. Contract Docrnnents-- Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other Contractor's submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 13. Contract Price--The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 14. Contract Times--The munber of days or the dates stated in the Agreement to: (i) achieve Milestones, if any, (ii) achieve Substantial Completion; and (iii) com- plete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payment. i5. Contractor--The individuai or entity with whom Owner has entered into the Agreement. 16. Cost of the Work--See Paragraph 11.O1.A for definition. 17. Drawings--That part of the Contract Documents prepared. or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined. 18. Effective Date of the Agreement--The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 19. Engineer--The individual or entity named as such in the Agreement. 20. Field Order--A written order issued by Engineer which requires nunor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. oo~oo - r 21. General Reguirernents--Sections of Division 1 of the Specifications. The General Requirements pertain to all sections of the Specifications. 22. Hazm•dous Envirorunental Co~rditiorr-=The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Material. in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 23. Hazardous Waste--The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 24. Laws and Regulations,- Laws or Regz~lations- -Any and all applicable laws, rules, regulations, ordinanc- es, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 25. Liens--Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 26. Milestone--A principal event specified in the Contract Documents relating to an intermediate comple- tion date or time prior to Substantial Completion of all the Work. 27. Notice of Award--The written notice by Owner to the Successful Bidder stating that upon timely campliance by the Successful Bidder with the conditions precedent listed therein, Owner will sign and deliver the Agreement. 28. Notice to Proceed--A written notice given by Owner to Contractor fixing the date on which the Con- tract Times will commence to run and on which Contractor shall start to perform the Work under the Conhact Documents. 29. Owner--The individual or entity with whom Conhactor has entered into the Agreement and for whom the Work is to be performed. 30. PCBs--Polychlorinated biphenyls. 31. Petroleum--Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils. 32. Progress Schedule--A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contact Times. 33. Project--The total construction of which the Work to be perforned under the Conh~act Documents may be the whole, or a part. 34. Project Manual--The bound documentary information prepared for bidding and constructing the Work. A listing of the contents of the Project Manual, which may be bound in one or more vohmles, is contained in the table(s) of contents. 35. Radioactive Material--Source, special micle- ar, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 36. Related Entity -- An officer, director, partner, employee, agent, consultant, or subcontractor. 37. Resident Project Representative--The autho- rized representative of Engineer who may be assigned to the Site or any part thereof. 38. Samples--Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 39. Schedule of Submittals--A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 40. Schedule of Values--A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 41. Shop Drawings--All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 42. Site--Lands or areas indicated in the Contract Documents as being fin7tished by Owner upon which the Work is to be performed, including rights-of--way and easements for access thereto, and such other lands fiunished by Owner which are designated for the use of Contractor. 43. Specifications--That part of the Contact Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. 44. Subcontractor--An individual or entity having a direct contract with Contractor or with any other oo~oo - ~ Subcontractor for the performance of a part of the Work at the Site. 45. Substantial Completion--The time at which the Work (or a specified part thereof} has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 46. Successful Bidder--The Bidder submitting a responsive Bid to whom Owner makes an award. 47. Supplementary Conditions--That part of the Contract Documents which amends or supplements these General Conditions. 48. Supplier--A manufacturer, fabricator, suppli- er, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or any Subcontractor. 49. Underground Facilities--All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid pe+soleum products, telephanc or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 50. Unit Price Work--Work to be paid for on the basis of unit prices. 51. Work--The entire construction. or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 52. Work Change Directive--A written statement to Contractor issued on or after the Effective Date of the Agreement and signed by Owner and recommended by Engineer ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 1.02 Terminology A. The following words or terms are not defined but, when used in the Bidding Requirements or Contract Documents, have the following meaning. B. Intent of Certain Ter•rrrs or Adjectives 1. The Contract Documents include the terms "as allowed," "as approved," "as ordered", "as directed" or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents. C. Day 1. The word "day" means a calendar day of 24 hours measured from midnight to the next midnight. D. Defective 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents, or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents, or c. 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 14.04 or 14.05). E. Furnish, Install, Perform, Provide 00700 - 8 1. The word "fuunish," when used in comlection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word "instal]," when used in comlection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words "perform" or "provide," when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. When "furnish," "install," "perform," or "pro- vide" is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of Contractor, "provide" is implied. F. Unless stated otherwise in the Contract Docu- ments, words or phrases which have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 -PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to fiirnish. B. Evidence of Insurance: Before any Work at the Site is started, Contractor and Owner shall each deliver to the other, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) which Contractor and Owner respectively are required to purchase and maintain. in accordance with Article 5. 2.02 Copies of Documents A. Owner shall furnish to Contractor up to ten printed or hard copies of the Drawings and Project Manual. Additional copies will be furnished upon request at the cost of reproduction. 2.03 Comngeggcengent of Contract Tinges; Notice to Proceed A. The Contract Times will continence to run on the thirtieth day after the Effective Date of the Agreement or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Agreement. In no event will the Contract Times com- mence to nm later than the sixtieth day after the day of Bid opening or the thirtieth day after the Effective Date of the Agreement, whichever date is earlier. 2.04 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Times commence to nm. No Work shall be done at the Site prior to the date on which the Contract Times commence to run. 2.05 Before Starting Construction A. Preligninagy Schedules: Within 10 days after the Effective Date of the Agreement (unless otherwise specified in the General Requirements), Contractor shall submit to Engineer for timely review: 1. a preliminary Progress Schedule; indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract Documents; 2. a preliminary Schedule of Submittals; and 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdi- vides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.06 Preconstruction Coggfe~°ence A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to ur Paragraph 2.OS.A, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records. 2.07 Initial Acceptance of Schedules A. At least 10 days before subnussion of the first Application for Payment a conference attended by Contractor, Engineer, and others as appropriate will be held to review for acceptability to Engineer as provided below the schedules submitted in accordance with Paragraph 2.OS.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubnut the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. 1. The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance 00700 - 9 will not impose oc~i Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2. Contractor's Schedule of Submittals will be acceptable to Enguzeer if it provides a workable arrangement for reviewing and processing the required subnuttals. 3. Contractor's Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Work. ARTICLE 3 -CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 bztent A. The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Docu- ments. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be provided whether or not specifically called for at no additional cost to Owner. C. Clarifications and interpretations of the Contract Documents shall be issued by Engineer as provided in Article 9. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regula- tions in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual or code, or any instniction of a Supplier shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to Owner, or Engineer, or any of, their Related Entities, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake respon- sibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies 1. Contractor's Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby. 2. Contractor's Review of Contract Documents Den•ing Pecformance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents or between the Contract Documents and any provision of any Law or Regulation applicable to the performance of the Work or of any standard, specification, manual or code, or of any instruction of any Supplier, Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.16.A) until. an amendment or supplement to the Contract Documents lias been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambigu- ity, or discrepancy in the Contract Documents unless Contractor knew or reasonably should have known thereof. B. Resolving Discrepancies 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and: a. the provisions of any standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in viola- tion of such Law or Regulation). oo~oo - ~ o 3.04 Amending and Supplenrentraag Contract Docrarrents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by either a Change Order or a Work Change Directive. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work maybe authorized, by one or more of the following ways: 1. A Field Order; 2. Engineer's approval of a Shop Drawing or Sample; (Subject to the provisions of Paragraph 6.17.D.3); or 3. Engineer's written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier or other individual or entity performing or furnishing all of the Work under a direct or indirect contract with Contractor, shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or Engineer's consultants, including electronic media editions; or 2. reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaption by Engineer. B. The prohibition of this Paragraph 3.05 will survive fmal payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Elech~onic Data A. Copies of data furnished by Owner or Engineer to Contractor or Contractor to Owner or Engineer that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving ele~ctroruc files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60- day acceptance period will be corrected by the transferring party.. C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. Owner shall furnish the Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If Contractor and Owner are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, as a result of any delay in Owner's furnishing the Site or a part thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. B. Upon reasonable written request, Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed and Owner's interest therein as necessary for giving notice of or filing a mechanic's or construction lien against such lands in accordance with applicable Laws and Regulations. C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. 4.02 Subszrrface arrd Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. those reports of explorations and tests of subsurface conditions at or contiguous to the Site that Engineer has used in preparing the Contract Documents; and oo~oo - t ~ 2. those drawings of physical conditions in or relating to existing surface or subsurface struchires at or contiguous to the Site (except Underground Facilities) that Engineer has used in preparing the Conhact Documents. B. Li~~nited Reliance by Contractor on Teclz~aical Data Authorized.• Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information. 4.03 Diffe~zng Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsur- face or physical condition at or contiguous to the Site that is uncovered or revealed either: 1. is of such a nature as to establish that any "technical data" on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after beconung aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connec- tion therewith (except in an emergency as required by Paragraph 6.16.A), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except as aforesaid) until receipt of written order to do so. B. Engineer's Reviely: After receipt of written notice as required by Paragraph 4.03.A, Engineer will promptly review the pertinent condition, determine the necessity of Owner's obtaining additional exploration or tests with respect thereto, and advise Owner in writing (with a copy to Contractor) of Engineer's findings and conclusions. C. Possible Price and Times Adjustments 1. The Contract Price or the Contract Times, or both, will be equitably adjusted to the extent that the existence of such differing subsurface or physical condition causes an increase or decrease in Contractor's cost of, or time required for, performance of the Work; subject, however, to the following: a. such condition must meet any one or more of the categories described in Paragraph 4.03.A; and b. with respect to Work that is paid for on a Unit Price Basis, any adjustment in Contract Price will be subject to the provisions of Paragraphs 9.07 and 11.03. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times if: a. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to Owner with respect to Contract Frice and Contract Times by the submission of a Bid or becoming bound under a negotiated contract; or b. the existence of such condition could reasonably have been discovered or revealed as a result of any examination, investigation, explo- ration, test, or study of the Site and contiguous areas required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such final commitment; or c. Contractor failed to give the written notice as required by Paragraph 4.03.A. 3. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, a Claim may be made therefor as provided in Paragraph 10.05. However, Owner and Engineer, and any of their Related Entities shall not be liable to Conhactor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated proj ect. oo~oo - u 4.04 Undergt°ound Facilities A. Slnownn or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to Owner or Engineer by the owners of such Underground Facilities, including Owner, or by others. Unless it is otherwise expressly provided in the Sup- plementary Conditions: 1. Owner and Engineer shall not be responsible for the accuracy or completeness of any such inforn~ation or data; and 2. the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all such information and data, b. locating all Underground Facilities shown or indicated in the Contract Documents, c. coordination of the Work with the owners of such Underground Facilities, including Owner, during construction, and d. the safety and protection of all such Under- ground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or bndicated 1. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. Engineer will promptly review the Underground Facility and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence or location of the Under- ground Facility. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. 2. If Engineer concludes that a change in the Contract Documents is required, a Work Change Directive or a Change Order will be issued to reflect and document such consequences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that they are amibutable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, Owner or Contractor may make a Claim therefor as provided in Paragraph 10.05. 4.05 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.06 Hazardous Environmental Condition at Site A. Reports and Drawings: Reference is made to the Supplementary Conditions for the identification of those reports and drawings relating to a Hazardous Environmental Condition identified at the Site, if any, that have been utilized by the Engineer in the preparation of the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or re- vealed at flee Site which was not shown or indicated in 00700 - 13 Drawings or Specifications or identified in the Contract Doctm~ents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible. D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i} secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.16.A); and (iii) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until. after Owner has obtained any required permits related thereto and delivered to Contractor written notice: (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed safely. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stop- page or such special conditions under which Work is agreed to be resumed by Contractor, either party may make a Claim therefor as provided in Paragraph 10.05. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work tinder such special conditions, then Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefor as provided in Paragraph 10.05. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 7. G. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and darnages (including but not linuted to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition, provided that such Hazardous Environmental Condition: (i) was not shown or indicated in the Drawings or Specifications or identified in the Contract Documents to be inchided within the scope of the Work, and (ii) was not created by Conhactor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06. G shall obligate Owner to indenrify any individual or entity from and against the conse- quences of that individual's or entity's own negligence. H. To the fullest extent permitted by Laws and Regulations, Contractor shall indenmify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.H shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. I. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 -BONDS AND INSURANCE 5.01 Pe~fonnance, Payment, and Other Bonds A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the corzection period specified in Paragraph 13.07, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents. B. All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the cun-ent list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Compa- nies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent must be accompanied by a certified copy of the agent's authority to act. C. If the surety on any bond fiunished by Contractor is declared barrlcnrpt or becomes insolvent or its right to do business is terminated in any state where oo~oo - any part of the Project is located or it ceases to meet the requirements of Paragraph S.O1.B, Contractor shall promptly notify Owner and Engineer and shall, witl7in 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs S.O1.B and 5.02. 5.02 Licensed Sureties and h~asuz•ers A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Owner or Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.03 Certificates of Inszn~ance A. Contractor shall deliver to Owner, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which Contractor is required to purchase and maintain. B. Owner shall deliver to Contractor, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Contractor or any other additional insured) which Owner is required to purchase and maintain. 5.04 Contractor's Liability Insurance A. Contractor shall purchase and maintain such liability and other insurance as is appropriate for the Work being perforned and as will provide protection from claims set forth below which may arise out of or result from Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees; 3. claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 4. claims for damages insured by reasonably available personal injury liability coverage which are sus- tained: a. by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor, or b. by any other person for any other reason; 5. claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; and 6. claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. B. The policies of insurance required by this Paragraph 5.04 shall: 1. with respect to insurance required by Paragraphs 5.04.A.3 through 5.04.A.6 inclusive, include as additional insured (subject to any customary exclusion regarding professional liability) Owner and Engineer, and any other individuals or entities identified in the Supple- mentary Conditions, all of whom shall be listed as addi- tional insureds, and include coverage for the respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby; 2. include at least the specific coverages and be written for not less than the limits of liability provided in the Supplementary Conditions or required by Laws or Regulations, whichever is greater; 3. urclude completed operations insurance; 4. include contractual liability insurance covering Contractor's indemnity obligations under Paragraphs 6.11 and 6.20; 5. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured identified in the Supplementary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the Contractor pursuant to Paragraph 5.03 will so provide); 6. remain in effect at least until final payment and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work in accordance with Paragraph 13.07; and oo~oo - ~ s 7. with respect to completed operations insur- ance, and any insurance coverage written on a claims- made basis, remain in effect for at least two years after final payment. a. Conhactor shall furnish Owner and each other additional insured identified in the Supple- mentary Conditions, to whom a certificate of insurance has been issued, evidence satisfactory to Owner and any such additional insured of continuation of such insurance at final payment and one year thereafter. 5.05 Owner's Liability Insurance A. In addition to the insurance required to be provided by Contractor under Paragraph 5.04, Owner, at Owner's option, may purchase and maintain at Owner's expense Owner's own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents. 5.06 Property Insurance A. Unless otherwise provided in the Supple- mentary Conditions, Owner shall purchase and maintain property insurance upon the Work at the Site in the amount of the full replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall: 1. include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured; 2. be written on a Builder's Risk "all-risk" or open peril or special. causes of loss policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, false work, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire, lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage, (other than caused by flood) and such other perils or causes of loss as may be specifi- cally required by the Supplementary Conditions; 3. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects); 4. cover materials and equipment stored at the Site or at another location that was agreed to in writing by Owner prior to being incorporated in the Work, provided that such materials and equipment have been included in an Application for Payment recommended by Engineer; 5. allow for partial utilization of the Work by Owner; 6. include testing and startup; and 7. be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with 30 days written notice to each other additional insured to whom a certificate of insurance has been issued. B. Owner shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. C. All the policies of insurance (and the certifi- cates or other evidence thereof) required to be purchased and maintained in accordance with Paragraph 5.06 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accor- dance with Paragraph 5.07. D. Owner shall not be responsible for purchasing and maintaining any property insurance specified in this Paragraph 5.06 to protect the interests of Contractor, Subcontractors, or others in the Work to the extent of any deductible amounts that are identified in the Supple- mentary Conditions. The risk of loss within such identified deductible amount will be borne by Contractor, Subcontractors, or others suffering any such loss, and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchaser's own expense. E. If Contractor requests in writing that other special insurance be included in the property insurance policies provided under Paragraph 5.06, Owner shall, if possible, include such insurance, and the cost thereof will be charged to Conhactor by appropriate Change Order. Prior to commencement of the Work at the Site, Owner shall in writing advise Contractor whether or not such other insurance has been procured by Owner. 00700 - 16 5.07 i~ail~er of Rights A. Owner and Conhactor intend that all policies purchased in accordance with Paragraph 5.06 will protect Owner, Contractor, Subcontractors, and Engineer, and all other individuals or entities identified in the Supple- mentary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) in such policies and will provide primary coverage for all losses and damages caused by the perils or causes of loss covered thereby. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. Owner and Contractor waive all rights against each other and their respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them for all losses and damages caused by, arising out of or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against Subcontractors, and Engineer, and all other individuals or entities identified in the Supplementary Conditions to be listed as insured or additional. insured (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) under such. policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Owner as trustee or otherwise payable under any policy so issued. B. Owner waives all rights against Contractor, Subcontractors, and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them for: 1. loss due to business interruption, loss of use, or other consequential loss extending beyond direct physical loss or damage to Owner's property or the Work caused by, arising out of, or resulting from fire or other perils whether or not insured by Owner; and 2. loss or damage to the completed Project or part thereof caused by, arising out of, or resulting from fu-e or other insured peril or cause of loss covered by any property insurance maintained on the completed Project or part thereof by Owner during partial utilization pursuant to Paragraph 14.05, after Substantial Completion pursuant to Paragraph 14.04, or after final payment pursuant to Paragraph 14.07. C. Any insurance policy maintained by Owner covering any loss, damage or consequential loss referred to in Paragraph 5.07.B shall contain provisions to the effect that in the event of payment of any such loss, damage, or consequential loss, the insurers will have no rights of recovery against Contractor, Subcontractors, or Engineer, and the officers, directors, parhlers, employees, agents, consultants and subcontractors of each and any of them. 5.08 Receipt and Application of Insurance Proceeds A. Any insured loss under the policies of insurance required by Paragraph 5.06 will be adjusted with Owner and made payable to Owner as fiduciary for the insureds, as their interests may appear, subject to the requirements of any applicable mortgage clause and of Paragraph 5.08.8. Owner shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof, and the Work and the cost thereof covered by an appropriate Change Order . B. Owner as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within 15 days after the occurrence of loss to Owner's exercise of this power. If such objection be made, Owner as fiduciary shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. If no such agreement among the parties in interest is reached, Owner as fiduciary shall adjust and settle the loss with the insurers and, if required in writing by any party in interest, Owner as fiduciary shall give bond for the proper performance of such duties. 5.09 Acceptmice of Bonds and Insurance; Optio~Z to Replace A. If either Owner or Contractor has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the other party in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the objecting party shall so notify the other party in writing within 10 days after receipt of the certificates (or other evidence requested) required by Paragraph 2.O1.B. Owner and Contractor shall each provide to the other such additional information in respect of insurance provided as the other may reasonably request. If either party does not purchase or maintain all of the bonds and insurance required of such party by the Contract Documents, such party shall notify the other party in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. Without prejudice to any other right or remedy, the other party may elect to obtain equivalent bonds or insurance to protect such other party's interests at the expense of the party who was required to provide such coverage, and a Change Order shall be issued to adjust the Contract Price accordingly. 5.10 Partial Utilization, Acknowledgment of Property Insan•er A. If Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial 00700 - 17 Completion of all the Work as provided in Paragraph 14.05, no such use or occupancy shall conmience before the insurers providing the property insurance pursuant to Paragraph 5.06 have acknowledged notice thereof and in witting effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy. ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES 6.01 Supefvision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. Contractor shall not be responsible for the negligence of Owner or Engineer in the design or specification of a specific means, method, technique, sequence, or procedure of construction which is shown or indicated in and expressly required by the Contract Documents. B. At all times during the progress of the Work, Contractor shall assign a competent resident superin- tendent who shall not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. The superintendent will be Contractor's representative at the Site and shall have authority to act on behalf of Contractor. All communications given to or received from the superintendent shall be binding on Contractor. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Docu- ments. Contractor shall at all times maintain good disci- pline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours. Contractor will not permit the performance of Work on a Sahuday, Sunday, or any legal holiday without Owner's written consent (which will not be unreasonably withheld) given after prior written notice to Engineer. 6.03 Sen~ices, Materials, and Equipn~ent A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume frill responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. 6.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.07 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer for acceptance (to the extent indicated in Paragraph 2.07) proposed adjustments in the Progress Schedule that wiI1 not result in changing the Contract Times. Such adjust- ments will comply with any provisions of the General Re- quirements applicable thereto. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Times may only be made by a Change Order. 6.05 Substitutes and "Or-Equals" A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or-equal" item or no substitution is permitted, other items of material or equipment or material or equipment of other Suppliers may be submitted to Engineer for review under the circumstances described below. 1. "Or-Egaral " Items: If in Engineer's sole discretion an item of material or equipment proposed by Contractor is fimctionally equal to that named and sufficiently similar so that no change in related Work wiIl oo~oo - ~ x be required, it may be considered by Engineer as an "or-equal" item, in which case review and approval of the proposed item may, in Engineer's sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.OS.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole, 3) it has a proven record of performance and availability of responsive service; and b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times, and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substiriite Items a. If in Engineer's sole discretion an item of material or equipment proposed by Contractor does not qualify as an "or-equal" item under Paragraph 6.OS.A.1, it will be considered a proposed substihite item. b. Contractor shall submit sufficient information as provided below to allow Engineer to determine that the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by Engineer from anyone other than Contractor. c. The requirements for review by Engineer will be as set forth in Paragraph 6.OS.A.2.d, as supplemented in the General Requirements and as Engineer may decide is appropriate under the circumstances. d. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to fiirnish or use. The application: 1) shall certify that the proposed substi- hrte item will: a) perform adequately the fimctions and achieve the results called for by the general design, b) be similar in substance to that specified, and c) be suited to the same use as that specified; 2) will state: a) the extent, if any, to which the use of the proposed substitute item will preju- dice Contractor's achievement of Substantial Completion on time; b) whether or not use of the proposed substitute item in the Work will require a change in any of the Contract Docu- ments (or in the provisions of any other direct contract with Owner for other work on the Project) to adapt the design to the proposed substitute item; and c) whether or not incorporation or use of the proposed substitute item in con- nection with the Work is subject to payment of any license fee or royalty; 3) will identify: a) all variations of the proposed substitute item from that specified ,and b) available engineering, sales, maintenance, repair, and replacement services; 4) and shall contain an itemized esti- mate of all costs or credits that will result directly or indirectly from use of such substittite item, including costs of redesign and claims of other contractors affected by any resulting change, B. Substitzrte Construction Methods or Proce- dzn-es: If a specific means, method, technique, sequence, or procedure of constriction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by Engineer. Contractor shall submit sufficient information to allow Engineer, in Engineer's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The requirements for review by Engineer will be similar to those provided in Paragraph 6.OS.A.2. 00700 - 19 C. Engineer's Evaluatio~~i: Engineer will be allowed a reasonable time within which to evaluate each proposal or subnuttal made pursuant to Paragraphs 6.OS.A and 6.OS.B. Engineer may require Contractor to fiunish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability. No "or equal" or substitute will be ordered, installed or utilized until Engineer's review is complete, which will be evidenced by either a Change Order for a substihte or an approved Shop Drawing for an "or equal." Engineer will advise Contractor in writing of any negative determination. D. Special Gum~antee: Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. E. Engineer's Cost Reimbursement: Engineer will record Engineer's costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.OS.A.2 and 6.OS.B Whether or not Engineer approves a substitute item so proposed or submitted by Contractor, Contractor shall reimburse Owner for the charges of Engineer for evaluating each such proposed substitute. Contractor shall also reimburse Owner for the charges of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute. F. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute or "or-equal" at Contractor's expense. 6.06 Concerning Subconh•actors, Suppliers, anti Others A. Contractor shall not employ any Subcon- tractor, Supplier, or other individual or entity (including those acceptable to Owner as indicated in Paragraph 6.06.B), whether initially or as a replacement, against whom Owner may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to fiunish or perform any of the Work against whom Contractor has reasonable objection. B. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers, or other individuals or entities to be submitted to Owner in advance for acceptance by Owner by a specified date prior to the Effective Date of the Agreement, and if Contractor has submitted a list thereof in accordance with the Supplementary Conditions, Owner's acceptance (either in writing or by failing to make written objection thereto by the date indicated for acceptance or objection in the Bidding Documents or the Contract Documents) of any such Subcontractor, Supplier, or other individual or entity so identified maybe revoked on the basis of reason- able objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity, and the Contract Price will be adjusted by the difference in the cost occasioned by such replacement, and an appropriate Change Order will be issued . No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall consti- tute awaiver of any right of Owner or Engineer to reject defective Work. C. Contractor shall be frilly responsible to Owner and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier or other individual or entity, nor 2. shall anything in the Contract Documents create any obligation on the part of Owner or Engineer to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. D. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. E. Contractor shall require all Subcontractors, Suppliers, and such other individuals or entities per- forming or furnishing any of the Work to comrrrunicate with Engineer through Contractor. F. The divisions and sections of the Specifica- tions and the identifications of any Drawings shall not control Contractor in dividing the Work among Subcon- tractors or Suppliers or delineating the Work to be performed by any specific trade. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appro- priate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner and Engineer. Whenever any such agreement is with a Subcontractor or Supplier who is listed as an additional insured on the property insurance provided in Paragraph 5.06, the agreement between the Contractor and the Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights against Owner, Contractor, and Engineer„ and all other individuals or entities identified in the Supplementary Conditions to be listed as insru-eds or additional insureds (and the officers, directors, partners, employees, agents, 00700 - 30 consultants and subcontractors of each and any of them) for all losses and damages caused by, arising out af, relating to, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, Contractor will obtain the same. 6.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if to the actual knowledge of Owner or Engineer its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Contract Documents. B. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.08 Permits A. Unless otherwise provided in the Supple- mentary Conditions, Contractor shall obtain and pay for all construction permits and licenses. Owner shall assist Contractor, 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. Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. 6.09 Laws and Re~adations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applica- ble to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with. any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not linuted to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be Contractor's primary responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.03. C. Changes in Laws or Regulations not known at the time of opening of Bids (or, on the Effective Date of the Agreement if there were no Bids) having an effect on the cost or time of performance of the Work shall be the subject of an adjustment in Contract Price or Contract Times. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 6.10 Taxes A. Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work. 6.11 Use of Site af~zd Otlier Areas A. Limitation on Use of Site and Other Areas 1. Contractor shall confine construction equip- ment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. 2. Should any claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law. 3. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not linuted to all fees and charges of engineers, architects, oo~oo - ? ~ attorneys, and other professionals and all court or arbih•ation or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused by or based upon Contractor's performance of the Work. B. Removal of Debris Dzn-ing Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free fiom accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Cleaning: Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the com- pletion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original. condition all property not designated for alteration by the Contract Documents. D. Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Conhactor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.12 Record Documents A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications in good order and annotated to show changes made during construction. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to Engineer for reference. Upon completion of the Work, these record documents, Samples, and Shop Drawings will be delivered to Engi- neer for Owner. 6.13 Safety and Protectioza A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precau- tions and programs 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: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, slu-ubs, lawns, walks, pavements, roadways, struchires, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B. Contractor shall emnply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injm•y, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. All damage, injury, or loss to any property referred to in Paragraph 6.13.A.2 or 6.13.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor (except damage or loss attributable to the fault of Draw- ings or Specifications or to the acts or omissions of Owner or Engineer or , or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Conhactor or any Subcontractor, Supplier, or other individual or entity directly or indirectly employed by any of them). D. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 14.07.B that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.14 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 6.15 Hazard Cornmzmication Programs A. Contractor shall be responsible for coordi- nating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 6.16 Rmergencies A. In emergencies affecting the safety or protec- tion of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent t1n-eatened damage, injury, or loss. Contractor shall give 00'700 - 22 Engineer prompt written notice if Contractor believes that airy significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result dlereof. if Engineer determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. 6.17 Slio~ D~°awings and Samples A. Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accor- dance with the acceptable Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as Engineer may require. 1. Shop Drawings a. Submit number of copies specified in the General Requirements. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 6.17.D. 2. Samples: Contractor shall also submit Samples to Engineer for review and approval in accor- dance with the acceptable schedule of Shop Drawings and Sample submittals. a. Submit number of Samples specified in the Specifications. b. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 6.17.D. B. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals any related Work performed prior to Engineer's review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Submittal Procedures 1. Before subnutting each Shop Drawing or Sample, Contractor shall have determined and verified: a. all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and sinular information with respect thereto; b. the suitability of all materials with respect to intended use, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; c. all information relative to Contractor's responsibilities for means, methods, tecluuques, sequences, and procedures of construction, and safety precautions and programs incident thereto; and d. shall also have reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents. 2. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review and approval of that submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations, that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be both a written communication separate from the Shop Drawing's or Sample Submittal; and, in addition, by a specific notation made on each Shop Drawing or Sample submit- ted to Engineer for review and approval of each such variation. D. Engineer's Review 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer's review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Docu- ments. 2. Engineer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, teclurique, sequence, or procedure of con- struction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 3. Engineer's review and approval shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 6.17.C.3 and Engineer has given written 00700 - 23 approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer's review and approval shall not relieve Contractor from responsibility for complying with the requnements of Paragraph 6.17.C.1. E. Resubmittal Procedures 1. Contractor shall make con•ections required by Engineer and shall return the required number of cor- rected 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 the corrections called for by Engineer on previous submittals. 6.18 Continuing the Work A. Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted by Paragraph 15.04 or as Owner and Contractor may otherwise agree in writing. 6.19 Cont~~actor's General Warr°anty a~zd Guarantee A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. Engineer and its Related Entities shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Sub- contractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by Engineer; 2. reconunendation by Engineer or payment by Owner of any progress or final payment; 3. the issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner; 4. use or occupancy of the Work or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal or the issuance of a notice of acceptabil- ity by Engineer; 6. any inspection, test, or approval by others; or 7. any con-ection of defective Work by Owner. 6.20 h~denu~~ification A. To the fullest extent permitted by Laws and Regulations, Contractor shall indenmify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not linuted to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration. or other dispute resolution costs) arising out of or relating to the performance of the Work, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom but only to the extent caused by any negligent act or omission of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of them may be liable . B. In any and all claims against Owner or Engineer or any of their respective consultants, agents, officers, directors, partners, or employees by any employ- ee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemmnification obligation under Paragraph 6.20.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier, or other individual or entity under workers' compensation acts, disability benefit acts, or other employee benefit acts. C. The indemnification obligations of Contractor under Paragraph 6.20.A shall not extend to the liability of Engineer and Engineer's officers, directors, partners, employees, agents, consultants and subcontractors arising out of: 1. the preparation or approval of, or the failure to prepare or approve, maps, Drawings, opinions, reports, surveys, Change Orders, designs, or Specifications; or oo~oo - za 2. giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. 6.21 Delegatio~~~ of Professio~~~al Design Ser~~ices A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required. to carry out Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable law. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractar all performance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 6.21, Engineer's review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer's review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.17.D.1. E. Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. ARTICLE 7 -OTHER WORK AT THE SITE 7.01 Related Work at Site A. Owner may perform other work related to the Project at the Site with Owner's employees, or via other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Con- tract Documents, then: 1. written notice thereof will be given to Contractor prior to starting any such other work; and 2. if Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times that should be allowed as a result of such other work, a Claim may be made therefor as provided in Paragraph 10.05. B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner and Owner, if Owner is performing other work with Owner's employees, proper and safe access to the Site, a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work, and shall properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering their work and will only cut or alter their work with the written consent of Engineer and the others whose work will be affected. The duties and responsibilities of Contractor under this Paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between Owner and such utility owners and other contractors. C. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work. Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. 7.02 Coo~~dincztion A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Condi- tions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various conh•actors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and oo~oo - ?s 3. the extent of such authority and responsibili- ties will be provided. B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. 7.03 Legal Relationships A. Paragraphs 7.O1.A and 7.02 are not applicable for utilities not under the control of Owner. B. Each other direct contract of Owner under Paragraph 7.O1.A shall provide that the other contractor is liable to Owner and Contractor for the reasonable direct delay and disruption costs incurred by Contractor as a result of the other contractor's actions or inactions. C. Contractor shall be liable to Owner and any other contractor for the reasonable direct delay and disruption costs incurred by such other contractor as a result of Contractor's action or inactions. ARTICLE 8 -OWNER'S RESPONSIBILITIES 8.01. Communications to Contractor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. 8.02 Replacement of Engineer A. In case of termination of the employment of Engineer, Owner shall appoint an engineer to whom Contractor makes no reasonable objection, whose status under the Contract Documents shall be that of the former Engineer. 8.03 Fuz-nislz Data A. Owner shall promptly furnish the data required of Owner under the Contract Documents. 8.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in Paragraphs 14.02.C and 14.07.C. 8.05 Lands mzd Easements; Repo°ts and Tests A. Owner's duties in respect of providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to Owner's identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions in or relating to existing surface or snbsnrface shuctm-es at or contiguous to the Site that have been utilized by Engineer in preparing fire Contract Documents. 8.06 hzsw°ance A. Owner's responsibilities, if any, in respect to purchasing and maintaining liability and property insur- ance are set forth in Article 5. 8.07 Cha~zge Orders A. Owner is obligated to execute Change Orders as indicated in Paragraph 10.03. 8.08 Inspections, Tests, az7d Approvals A. Owner's responsibility in respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03.B. 8.09 Linzitatzons on Owner's Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 8.10 Undisclosed Hazardous Environmental Condition A. Owner's responsibility in respect to an undis- closed Hazardous Environmental Condition is set forth in Paragraph 4.06. 8.11 Evidence ofFinmzcial Azrangements A. If and to the extent Owner has agreed to furnish Contractor reasonable evidence that financial arrangements have been made to satisfy Owner's obligations under the Contract Documents, Owner's responsibility in respect thereof will be as set forth in the Supplementary Conditions. ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION 9.01 Owner's Representative A. Engineer will be Owner's representative during the construction period. The duties and responsi- bilities and the linutations of authority of Engineer as Owner's representative during construction are set forth in the Contract Documents and will not be changed without written consent of Owner and Engineer. 00700 - 26 9.02 Visits to Site A. Engineer will make visits to the Site at inter- vals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. Engineer will not be required to make exhaustive or continuous inspections on the Site 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 generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work. B. Engineer's visits and observations are subject to all the limitations on Engineer's authority and responsibility set forth in Paragraph 9.09. Particularly, but without limitation, during or as a result of Engineer's visits or observations of Contractor's Work Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Project Representative A. If Owner and Engineer agree, Engineer will furnish a Resident Project Representative to assist Engineer in providing more extensive observation of the Work. The authority and responsibilities of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 9.09. If Owner designates another representative or agent to represent Owner at the Site who is not Engineer's consultant, agent or employee, the responsibilities and authority and limitations thereon of such other individual or entity will be as provided in the Supplementary Conditions. 9.04 Authorized Variations in Work A. 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 Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Docu- ments. These may be accomplished by a Field Order and will be binding on Owner and also on Contractor, who shall perform the Work involved promptly. If Owner or Contractor believes that a Field Order justifies an adjushnent in the Conri•act Price or Contract Tunes, or both, and the parties are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment a Claim may be made therefor as provided in Paragraph 10.05. 9.05 Rejecting Defective Work A. Engineer will have authority to reject Work which Engineer believes to be defective, or that Engineer believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Engineer will also have authority to require special inspection or testing of the Work as provided in Paragraph 13.04, whether or not the Work is fabricated, installed, or completed. 9.06 Shop Drawings, Change Orders arzd Payments A. In connection with Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, see Paragraph 6.17. B. In connection with Engineer's authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, see Paragraph 6.21. C. In connection with Engineer's authority as to Change Orders, see Articles 10, 11, and 12. D. In connection with Engineer's authority as to Applications for Payment, see Article 14. 9.07 Deterrnirzations for Unit Price Work A. Engineer will determine the achial quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor, subject to the provisions of Paragraph 10.05. 9.08 Decisio~zs on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. All matters in question and other matters between Owner and Contractor arising prior to the date final payment is due relating to the acceptability of the Work, and the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, will be referred initially to Engineer in writing within 30 days of the event giving rise to the question oo~oo - ?~ B. Engineer will, with reasonable promptness, render a written decision on the issue refen~ed. If Owner or Contractor believe that airy such decision entitles them to an adjustment in the Contract Price or Contract Times or both, a Claim may be made lender Paragraph 10.05. The date of Engineer's decision shall be the date of the event giving rise to the issues referenced for the purposes of Paragraph 10.O5.B. C. Engineer's written decision on the issue referred will be final and binding on Owner and Contractor, subject to the provisions of Paragraph 10.05. D. When functioning as interpreter and judge under this Paragraph 9.08, Engineer will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. 9.09 Limitations on Engineer's Authority a~zd Responsibilities A. Neither Engineer's authority or responsibility under this Article 9 or under any other provision of the Contract Documents nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Engineer will not be respon- sible for Contractor's failure to perform the Work in accordance with the Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Work. D. Engineer's review of the final Application for Paynment and accompanying documentation and all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Paragraph 14.07.A will only be to determine generally that their content complies with the require- ments of, and in the case of certificates of inspections, tests, and approvals that the results certified indicate compliance with the Contract Documents. E. The limitations upon authority and responsi- bility set forth in this Paragraph 9.09 shall also apply to, the Resident Project Representative, if any, and assistants, if any. ARTICLE 1 O -CHANGES IN THE WORK; CLAIMS 10.01 Authorized Chm2ges iii the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work by a Change Order, or a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). B. If Owner and Contractor are unable to agree on entitlement to, or on the amount or extent, if any, of an adjustment in the Contract Price or Contract Times, or both, that should be allowed as a result of a Work Change Directive, a Claim may be made therefor as provided in Paragraph 10.05. 10.02 U~sauthori~ed Cha~iges in the Work A.Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.16 or in the case of uncovering Work as provided in Paragraph 13.04.B. 10.03 Execc~tio~~ of Change Orders A. Owner and Contractor shall execute appropri- ate Change Orders recommended by Engineer covering: 1. changes in the Work which are: (i) ordered by Owner pursuant to Paragraph 10.O1.A, (ii) required because of acceptance of defective Work under Paragraph 13.08.A or Owner's correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. changes in the Contract Price or Contract Timmer which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive; and 3. changes in the Contract Price or Contract Times which embody the substance of any written decision rendered by Engineer pursuant to Paragraph 10.05; provided that, in lieu of executing any such Change Order, an appeal may be taken from any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations, but oo~oo - ?s during any such appeal, Contractor shall carry on the Work and adhere to the Progress Schedule as provided in Paragraph 6.18.A. 10.04 Notification to Sin-ety A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not lin>ited to, Contract Price or Contract Times) is required by the provisions of any bond to be given to a surety, the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. 10.05 Claims A. Engineer's Decision Reguii•ed: All Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the Engineer for decision. A decision by Engineer shall be required as a condition precedent to any exercise by Owner or Contractor of any rights or remedies either may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Claims. B. Notice: Written notice stating the general nature of each Claim, shall be delivered by the claimant to Engineer and the other parry to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto. The responsibility to substantiate a Claim shall rest with the party making the Claim. Notice of the amount or extent of the Claim, with supporting data shall be delivered to the Engineer and the other party to the Contract within 60 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.O1.B. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02.B. Each Claim shall be accompanied by claimant's written. statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. The opposing party shall submit any response to Engineer and the claimant within 30 days after receipt of the claimant's last submittal (unless Engineer allows additional time). C. Engineer's Action: Engineer will review each Claim and, within 30 days after receipt of the last submittal of the claimant or the last subnuttal of the opposing party, if any, take one of the following actions in writing: 1. deny the Claim in whole or in part, 2. approve the Claim, or 3. notify the parties that the Engineer is unable to resolve the Claim if, in the Engineer's sole discretion, it would be inappropriate for the Engineer to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. D. In the event that Engineer does not take action on a Claim within said 30 days, the Claim shall be deemed denied. E. Engineer's written action under Paragraph 10.O5.C or denial pursuant to Paragraphs 10.O5.C.3 or 10.O5.D will be final and binding upon Owner and Contractor, unless Owner or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. F. No Claim for an adjustment in Contract Price or Contract Times will He valid if not submitted in accordance with this Paragraph 10.05. ARTICLE 11 - COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 11.01 Cost of the Woi•k A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.O1.B, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by Owner, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itenuzed in Paragraph 11.O1.B. 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time at the Site. Payroll costs for employees not employed frill time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and Holiday pay applicable thereto. The expenses of perforrrring Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment furnished and incorporated u1 the Work, including costs of transportation and storage thereof, and Suppliers' field 00700 - 29 services required in connection therewith. All cash discounts shall accilie to Contractor unless Owner deposits funds with Contractor with which to make pay- ments, in which case the cash discounts shall accnie to Owner. All bade discounts, rebates and refiulds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they maybe obtained. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by Owner, Contractor shall. obtain competitive bids from subcontractors acceptable to Owner and Contractor and shall deliver such bids to Owner, who will then determine, with the advice of Engineer, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 11.01. 4. Costs of special consultants (including but not limited to Engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 5. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and mainte- nance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the perfor- mance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Rentals of all construction equipment and machinery, 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, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equip- ment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. d. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, imposed by Laws and Regulations. e. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts auy of them may be liable, and royalty payments and fees for pernuts and licenses. £ Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of property insurance established in accordance with Paragraph 5.06.D), provided such losses and damages 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 Contractor's fee. g. The cost of utilities, fuel, and sanitary facilities at the Site. h. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, expresses, and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships}, general managers, safety managers, engineers, architects, estimators, attor- neys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications refereed to in Paragraph 11.O1.A.1 or specifically covered by Paragraph 11.O1.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to 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 oo~oo - so liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraphs 11.O1.A and 11.O1.B. C. Contractor's Fee: When all the Work is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor's fee shall be determined as set forth in Paragraph 12.O1.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.O1.A and 11.O1.B, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Engineer an itemized cost breakdown together with supporting data. 11.02 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cas1i Allowm~ces 1-Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts} of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation ,overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance 1. Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contactor on account of Work covered by allowances, and the Contact Price shall be correspondingly adjusted. 11.03 Unit Price Work. A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contact Price will be deemed to nlchide for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by Engineer subject to the provisions of Paragraph 9.07. C. 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 separately identified item. D. Owner or Contractor may make a Claim for an adjustment in the Contract Price in accordance with Paragraph 10.05 if: 1. the quantity of any item of Unit Price Work performed by Contractor differs materially and signifi- cantly from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjustment with respect any other item of Work; and 3. Contractor believes that Contractor is entitled to an increase in Contract Price as a result of having incurred additional expense or Owner believes that Owner is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease. ARTICLE 12 - CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 12.01 Change of Contract Price A. The Contract Price may only be changed by a Change Order. Any Claim for an adjustment in the Contract Price shall be based on written notice subnmitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contact Price will be determined as follows: oo~oo - 3~ 1. where the Work involved is covered by unit prices contained in the Conhact Documents, by applica- tion of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.O1.C.2); or 3. where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under Paragraph 12.O1.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 12.O1.C). C. Coiztractor's Fee: The Contractor's fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 11.O1.A.1 and 11.O1.A.2, the Contractor's fee shall be 15 percent; b. for costs incurred under Paragraph 11.O1.A.3, the Contractor's fee shall be five percent; c. where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraph 12.O1.C.2.a is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.O1.A.1 and 11.O1.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent of the amount paid to the next lower tier Subcontractor; d. no fee shall be payable on the basis of costs itemized under Paragraphs 11.O1.A.4, 11.O1.A.5, and 11.O1.B; e. the amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent of such net decrease; and f. when both additions and credits are involved in any one change, the adjustment in Contractor's fee shall be computed on the basis of the net change in accordance with Paragraphs 12.O1.C.2.a through 12.O1.C.2.e, inclusive. 12.02 CI2m~ge of Contract Times A. The Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the Contract Times shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. Any adjustment of the Contract Times covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined in accordance with the provisions of this Article 12. 12.03 Delays A. Where Contractor is prevented from completing any part of the Work within the Contract Times due to delay beyond the control of Contractor, the Contract Times will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in Paragraph 12.02.A. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by Owner, acts or neglect of utility owners or other contractors performing other work as contemplat- ed by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. B. If Owner, Engineer, or other contractors or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times or both. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. C If Contractor is delayed in the performance or progress of the Work by fire, flood, epidenuc, abnormal weather conditions, acts of God, acts or failures to act of utility owners not under the control of Owner, or other causes not the fault of and beyond control of Owner and Contractor, then Contractor shall be entitled to an equitable adjustment in Contract Times, if such adjustment is essential to Contractor's ability to complete the Work within the Contract Times. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph 12.03.C. D. Owner, Engineer and the Related Entities of each of them shall not be liable to Contractor for any claims, costs, losses, or damages (including but not linuted to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by 00'700 - 32 Contractor on or in com~ection with any other project or anticipated project. E. Contractor shall not be entitled to an adjustment in Conhact Price or Contract Times for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. All defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspecting, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's Site safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests a~zd hzspectiozzs A. Contractor shall give Engineer timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing persoruiel to facilitate required inspections or tests. B. Owner shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests, or approvals required by the Contract Documents except: 1. for inspections, tests, or approvals covered by Paragraphs 13.03.C and 13.03.D below; 2. that costs incurred in connection with tests or inspections conducted pursuant to Paragraph 13.04.B shall be paid as provided in said Paragraph 13.04.C; and 3. as otherwise specifically provided in the Con- h~act Documents. C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume frill responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in comrection therewith, and fiunish Engineer the required certificates of inspection or approval. D. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, or approvals required for Owner's and Engineer's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections, tests, or approvals shall be performed by organizations acceptable to Owner and Engineer. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of Engineer, it must, if requested by Engineer, be uncovered for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor's expense unless Contractor has given Engineer timely notice of Contractor's intention to cover the same and Engineer has not acted with reasonable promptness in response to such notice. 13.04 Uncoverizzg Work A. If any Work is covered contrary to the written request of Engineer, it must, if requested by Engineer, be uncovered for Engineer's observation and replaced at Contractor's expense. B. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, Contractor, at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. C. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Conhact Price. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. D. If, the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and re~constrziction. If the parties are unable to agree as to the 00700 - 33 amount or extent thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. 13.05 Owner May Stop the Work A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of notice, Contractor shall correct all defective Work, whether or not fabricated., installed, or completed, or, if the Work has been rejected by Engineer, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction. or removal (including but not limited to all costs of repair or replacement of work of others). B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within one year after the date of Substantial Completion (or such longer period of dine as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents) or by any specific provision of the Contract Documents, any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor's use by Owner or permitted by Laws and Regulations as contemplated in Paragraph 6.11.A is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily con-ect or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of Owner's written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work re- moved and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications . D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer's recommendation of final payment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and detern>ination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work. to the extent not otherwise paid by Contractor pursuant to this sentence.- If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. If the parties are tenable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. If the acceptance occurs 00700 - 34 after such recommendation, an appropriate amount will be paid by Contractor to Owner. ARTICLE 14 -PAYMENTS TO CONTRACTOR AND COMPLETION 13.09 Owner May Correct Defective YVork A. If Contractor fails within a reasonable time after written notice from Engineer to correct defective Work or to remove and replace rejected Work as required by Engineer in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency. 14.01 Sclzeda~le of Values A. The Schedule of Values established as provid- ed in Paragraph 2.07.A will serve as the basis for progress payments and will be incorporated into a form of Applica- tion for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments B. In exercising the rights and remedies under this Paragraph 13.09, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, take posses- sion 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 allow Owner, Owner's representatives, agents and employees, Owner's other contractors, and Engineer and Engineer's consultants access to the Site to enable Owner to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount of the adjustment, Owner may make a Claim therefor as provided in Paragraph 10.05. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. D. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 13.09. A. Applications for Payments 1. At least 20 days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner. 2. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 3. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. B. Review of Applications 1. Engineer will, within 10 days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to Owner or return the Application to Contractor indicating in writing Engineer's reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubnut the Application. 2. Engineer's recommendation of any payment requested in an Application for Payment will constihrte a representation by Engineer to Owner, based on Engineer's observations on the Site of the executed Work as an experienced and qualified design professional and on 00700 - 35 Engineer's review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer's knowledge, information and belief: a. the Work has progressed to the point indicat- ed; b. the quality of the Work is generally in accor- dance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, to a final determination of quantities and classifications for Unit Price Work under Paragraph 9.07, and to any other qualifications stated in the recommendation); and c. the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsi- bilities specifically assigned to Engineer in the Contract Documents; or b. that there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. 4. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Work, or b. for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work, or d. to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or e. to determine that title to any of the Work, materials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refiise to recommend the whole or any part of any payment if, in Engineer's opinion, it would be incor•ect to make the representations to Owner stated in Paragraph 14.02.8.2. Engineer may also refiise to recorrunend any such payment or, because of subse- quently discovered evidence or the results of subsequent inspections or tests, revise or revoke any such payment reconunendation previously made, to such extent as may be necessary in Engineer's opinion to protect Owner from loss because: a. t11e Work is defective, or completed Work has been damaged, requiring correction or replace- ment; b. the Contract Price has been reduced by Change Orders; c. Owner has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or d. Engineer has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Paymend Becomes Due 1. Ten days after presentation of the Application for Payment to Owner with Engineer's recommendation, the amount recommended will (subject to the provisions of Paragraph 14.02.D) becorne due, and when due will be paid by Owner to Contractor. D. Reduction to Payment 1. Owner may refuse to make payment of the full amount recommended by Engineer because: a. claims have been made against Owner on account of Contractor's performance or fiu-nish- ing of the Work; b. Liens have been filed u1 connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; c. there are other items entitling Owner to set-off against the amount reconvnended; or d. Owner has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.S.a through 14.02.B.S.c or Paragraph 1 s.o2.A. 2. If Owner refuses to make payment of the frill amount recommended by Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so witlrlreld. Owner shall promptly pay 00700 - 36 Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, when Conhactor corrects to Owner's satisfaction the reasons for such action. 3. If it is subsequently determined that Owner's refiisal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as deternined by Paragraph 14.02.C.1. 14.03 Cozztrnctor's Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to Owner no later than the time of payment free and clear of all Liens. 14.04 Substantial Co~~npletio~z A. 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 Engineer issue a certificate of Substantial Completion. B. Promptly after Contractor's notification, , Owner, Contractor, and Engineer shall. make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers the Work substantially complete, Engineer will deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the tentative certificate during which to make written objection to Engineer as to any provisions of the certificate or attached list. If, after considering such objections, Engineer concludes that the Work is not substantially complete, Engineer will within 14 days after subnussion of the tentative certificate to Owner notify Conhactor in writing, stating the reasons therefor. If, after consideration of Owner's objections, Engineer considers the Work substantially complete, Engineer will within said 14 days execute and deliver to Owner and Contractor a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or correct- ed) reflecting such changes from the tentative certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of delivery of the tentative certificate of Substantial Completion, Engineer will deliver to Owner and Contractor a written recommen- dation as to division of responsibilities pending final payment between Owner and Contractor with respect to security, operation, safety, and protection of the Work, maintenance, heat, utilities, insurance, and warranties and guarantees. Unless Owner and Contractor agree otherwise in writing and so inform Engineer in writing prior to Engineer's issuing the definitive certif cafe of Substantial Completion, Engineer's aforesaid recommendation will be binding on Owner and Contractor until final payment. E. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to complete or correct items on the tentative list. 14.05 Partial Utilization A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without significant interference with Contractor's performance of the remainder of the Work, subject to the following condi- tions. 1. Owner at any time may request Conhactor in writing to permit Owner to use or occupy any such part of the Work which Owner believes to be ready for its intended use and substantially complete. If and when Contractor agrees that such part of the Work. is substantially complete, Contractor will certify to Owner and Engineer that such part of the Work is substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such. part of the Work ready for its intended use and substan- tially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete, 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 Paragraph 14.04 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. 4. No use or occupancy or separate operation of part of the Work may occur prior- to compliance with the requirements of Paragraph 5.10 regarding property insurance. 14.06 Final h~spection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, 00700 - 37 Engineer will promptly make a final inspection with Owner and Contractor 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 complete such Work or remedy such deficiencies. 14.07 Finnl Payment A. Application for Payment 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance certificates of inspection, marked-up record documents (as provided in Paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.04.B.7; b. consent of the surety, if any, to final payment; c. a list of all Claims against Owner that Contractor believes are unsettled; and d. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights arising out of or Liens filed in connection with the Work. 3. In lieu of the releases or waivers of Liens specified in Paragraph 14.07.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (i) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which Owner or Owner's property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien. B. Engineer's Review of Applicatio~t and Acceptnnce 1. 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 as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled, Engineer will, witlml ten days after receipt of the final Application for Payment, indicate in writing Engineer's recommendation of payment and present the Application for Payment to Owner for payment. At the same time Engineer will also give written notice to Owner and Contractor that t11e Work is acceptable subject to the provisions of Paragraph 14.09. Otherwise, Engineer will return. the Application for Payment to Contractor, indicat- ing in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Payment Becomes Due 1. Thirty days after the presentation to Owner of the Application for Payment and accompanying docu- mentation, the amount recommended by Engineer, less any sum Owner is entitled to set off against Engineer's recommendation, including but not limited to liquidated damages, will become due and ,will be paid by Owner to Contractor. 14.08 Finnl Completion Delayed A. If, through no fault of Contractor, final completion of the Work is significantly delayed, and if Engineer so confirms, Owner shall, upon receipt of Contractor's final Application for Payment (for Work fully completed and accepted) and recommendation of Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds have been famished as required in Paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to Engineer with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. 14.09 Wnive~~ of Clnirns A. The making and acceptance of final payment will constitute: 1. a waiver of all Claims by Owner against Contractor, except Claims arising from unsettled Liens, from defective Work appearing after final inspection pursuant to Paragraph 14.06, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from Contractor's continuing obligations under the Contract Documents; and 00700 - 38 2. a waiver of all Claims by Contractor against Owner other than those previously made in accordance with the requirements herein and expressly acknowledged by Owner in writing as still unsettled. ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION 15.01 Owner Mny Suspend Work A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 consecutive 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 granted an adjust- ment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if Contractor makes a Claim therefor as provided in Paragraph 10.05. 15.02 Owner May Ter~7airaate for Cause A. The occurrence of any one or more of the following events will justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04); 2. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor's disregard of the authority of Engineer; or 4. Contractor's violation in any substantial way of any provisions of the Contract Documents. B. If one or more of the events identified in Paragraph 15.02.A occur, Owner may, after giving Contractor (and surety) seven days written notice of its intent to terminate the services of Contractor: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor's tools, appliances, construction equipment, and machinery at the Site, and use the same to the fiill extent they could be used by Contractor (without liability to Contractor for trespass or conversion), 2, 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 3. complete the Work as Owner may deem expedient. C. If Owner proceeds as provided in Paragraph 15.02.B, Contractor shall not be entitled to receive any fiirther payment until the Work is completed. If the unpaid balance of the Contract Price exceeds all claims, costs, losses, and damages (including but not linuted to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Owner arising out of or relating to completing the Work, such excess will be paid to Contractor. If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this Paragraph Owner shall not be required to obtain the lowest price for the Work performed. D. Notwithstanding Paragraphs 15.02.8 and 15.02.C, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. E. Where Contractor's services have been so ternnated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Conh•actor by Owner will not release Contractor from liability. F. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph S.O1.A, the termination procedures of that bond shall supersede the provisions of Paragraphs 15.02.B, and 15.02.C. 15.03 Owner Mny Terminate For Conve~aience A. Upon seven days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with the Conh•act Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and fiirnishing labor, materials, or equipment as required by the Conri-act Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 00700 - 39 3. all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred in settlement of terminated contracts with Subcontractors, Suppliers, and others; and 4. reasonable expenses directly attributable to termination. B. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 15.04 Contractor May Stop Work ar Terminate A. If, through no act or fault of Contractor, (i) tl~e Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (ii) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (iii) Owner fails for 30 days to pay Contractor any sum finally determined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or faihire within that time, terminate the Contract and recover from Owner payment on the same terms as provided in Paragraph 15.03. B. In lieu of terminating the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The provisions of this Paragraph 15.04 are not intended to preclude Contractor from making a Claim under Paragraph 10.05 for an adjustment in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Contractor's stopping the Work as pernvtted by this Paragraph. ARTICLE 16 -DISPUTE RESOLUTION 16.01 Methods and Procedures A. Either Owner or Contractor may request mediation of any Claim submitted to Engineer for a decision under Paragraph 10.05 before such decision becomes final and binding. The mediation will be governed by the Construction Industty Mediation Rules of the American Arbitration Association in effect as of the Effective Date of the Agreement. The request for mediation shall be submitted in writing to the American Arbitration Association and the other party to the Contract. Timely submission of the request shall stay the effect of Paragraph 10.O5.E. B. Owner and Contractor shall participate in the mediation process in good faith. The process shall be concluded witl>u1 60 days of filing of the request. The date of ternnation of the mediation shall be determined by application of the mediation rules referenced above. C. If die Claim is not resolved by mediation, Engineer's action under Paragraph 10.O5.C or a denial pursuant to Paragraphs 10.O5.C.3 or 10.O5.D shall become final and binding 30 days after termination of the mediation unless, within that time period, Owner or Contractor: 1. elects in writing to invoke any dispute resolution process provided for in the Supplementary Conditions, or 2. agrees with the other party to submit the Claim to another dispute resolution process, or 3. gives written notice to the other party of their intent to submit the Claim to a court of competent jurisdiction. ARTICLE 17 -MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 17.02 Computation of Times A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 17.03 Cr~~nu~lative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be consh~red in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regula- tions, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of 00700 - 40 tlris Paragraph will be as effective as if repeated specifically in the Conhact Documents in coimection with each particular duty, obligation, right, and remedy to which they apply. 17.04 Sicwival of Obligations A. All representations, indennzifications, warran- ties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Docu- ments, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or teiniination of the services of Contractor. 17.05 Co~itrolling Law A. This Contract is to be governed by the law of the state in which the Project is located. 17.06 Headings A. Article and paragraph headings are inserted for convenience only and do not constihrte parts of these General Conditions. oo~oo - a~ TABLE OF CONTENTS OF SUPPLEMENTARY CONDITIONS TITLE ARTICLE NO. Introduction ................................................................................................................ S.C. O. Definitions ........................................................................................................ ...... S.C. 1.01 Preliminary Schedules ...................................................................................... ... S.C. 2.OSA Intent of Document ........................................................................................... ...... S.C. 3.01 Availability of Lands ........................................................................................ ...... S.C. 4.01 Contractor's Liability Insurance ........................................................................ ...... S.C. 5.04 Contractual Endorsement ................................................................................. ... S.C. 5.04B Supervision and Superintendence ..................................................................... ...... S.C. 6.01 Permits .............................................................................................................. ...... S.C. 6.08 Shop Drawings and Samples ............................................................................ ...... S.C. 6.08 Safety Representative ....................................................................................... ...... S.C. 6.14 Changes in the Work: Claiins ........................................................................... ...... S.C. 6.17 Unit Price Work ................................................................................................ . S.C. 11.03C Change of Contract Price .................................................................................. . S.C. 12.O1A Change of Contract Times ................................................................................ S.C. 12.02.A Test and Inspections ......................................................................................... .... S.C. 13.03 Correction or Removal of Defective Work ...................................................... .... S.C. 13.06 Correction Period .............................................................................................. S.C. 13.07.A Progress Payments ............................................................................................ .... S.C. 14.02 Final Application for Payment .......................................................................... .... S.C. 14.07 Non-Discrimination Toward Handicapped Persons ......................................... .... S.C. 17.07 00700-42 SUPPLEMENTARY CONDITIONS ARTICLE S.C. O INTRODUCTION These Supplementary Conditions amend or supplement the Standard General Conditions of the Construction Contract (2002 Edition) and other provisions of the Contract Documents as indicated below. All provisions, which are not so amended, or supplemented, remain in full force and effect. ARTICLE S.C. 1.01 DEFINITIONS The terms used in these Supplementary Conditions, which are defined in the Standard General Conditions of the Construction Contract (2002 Edition) have the meanings assigned to them in the General Conditions. 1. The use of the word "OWNER" refers to the City of Columbia Heights. 2. The use of the word "ENGINEER" refers to the City Engineer (or his designated representative) of the City of Columbia Heights. 3. The use of the word "CONTRACTOR" refers to the firm or company contracted to do the work described in these specifications. 4. The use of the word "DEPARTMENT" shall be interpreted to mean the City of Columbia Heights `Engineering' or Public Works Department. ARTICLE S.C. 2.05A PRELIMINARY SCHEDULES Paragraph 2.OSA of the General Conditions shall be deleted and the following inserted in its place. "2.OSA Within ten (10) days after the Effective Date of the Agreement (unless otherwise specified in the General Requirements), before starting any work at the site, Contractor shall submit to Engineer for its timely review:" ARTICLES 2.OSA.1; 2.OSA.2; AND 2.OSA.3 REMAIN AS SHOWN. 00700-43 ARTICLE S.C. 3.01 INTENT OF DOCUMENTS The work shall be performed in accordance with the Minnesota Department of Transportation "Standard Specification for Construction", 2005 edition and any supplements or amendments thereto issued prior to the date of these Contract Documents, except as modified or supplemented by the "Standard Utility Specifications for Water Main and Service Line Installation and Sanitary Sewer and Storm Drain Installation" as published by the League of Minnesota Cities, St. Paul, Minnesota, in 1999 and as modified or supplemented in these General Conditions, Supplementary Conditions or other Contract Documents. Coordination of plans and specifications shall be in accordance with the provisions of Mn/DOT Specification 1504, as modified by the following definitions: 3.02.1 Standard Specifications: Refer in precedent order to the "Standard Utility Specification" revised 1999, of the League of Minnesota Cities, the Mn/DOT Standard Specifications, 2005 edition, and the other specifications of ASTM, ANSI, AWWA, etc., as referenced and as published on the date of the bid advertisement. 3.02.2 Supplemental Specifications: Refer in precedent order to the Supplementary General Conditions and the General Conditions as contained in these Contract Documents. Work under these Contract Documents shall be governed by all applicable Federal, State and Local laws, regulations, codes and ordinance and the Contract Documents. In the event of a conflict of meaning between any of the terms of the Contract Documents, the provisions of the document listed first below shall prevail over those of a document listed later: Contract Agreement Supplementary Conditions Project Plans Proposal and Proposal Form Addenda Technical Specifications General Conditions Special provisions and detail plans are intended to modify and prevail over standard plans and specifications. Should the Contract Documents conflict with any of the laws, regulations, codes, and ordinances mentioned in preceding paragraphs of these Supplementary Conditions, the laws and regulations shall take precedence. This shall not, however, be construed to relieve the Contractor from complying with the requirements of the Contract Documents which are in excess of, but not contrary to, the laws and regulations. 00700-44 ARTICLE S.C. 4.01 AVAILABILITY OF LANDS The fourth sentence of Paragraph 4.01 of the General Conditions shall be deleted and the following inserted in its place: "If Contractor believes that there has been delay in Owner's furnishing these permits, lands, rights-of--way or easements, Contractor's sole remedy shall be an extension of contract time, for which the Contractor may make a claim therefore as provided in Article 10.05" ARTICLE S.C. 5.04. CONTRACTOR'S LIABILITY INSURANCE The limits of liability for the insurance required by Paragraph 5.04 of the General Conditions shall provide coverage for not less than the following amounts, or greater, when required by laws and regulations. 5.04.A.1 and 5.04.A.2 Worker's Compensation, etc., under Paragraphs 5.04.A.1 and 5.04.A.2 of the General Conditions: STATE: STATUTORY APPLICABLE FEDERAL (E.G., LONGSHOREMAN'S} STATUTORY EMPLOYER'S LIABILITY $1,000,000 5.04.A.3; 5.04.A.4; and 5.04.A.5; Comprehensive General Liability (under Paragraphs 5.04.A.3 through 5.04.A.5 of the General Conditions): 1. Bodily Injury (including completed operations and products liability): $1,000,000 Each Occurrence $1,000,000 Annual Aggregate 2. Property Damage: $1,000,000 Each Occurrence $1,000,000 Annual Aggregate or a combined single limit of: $2,000,000 3. Property Damage Liability Insurance will provide Explosion, Collapse and Underground Coverage's where applicable. Personal Injury, with employment exclusion deleted: $1,000,000 Annual Aggregate 5.04.A.6 Comprehensive Automobile Liability: Bodily Injury: $1,000,000 Each Person $1,000,000 Each Occurrence 00700-45 Property Damage: $1,000,000 Each Occurrence or combined single limit of: $1,000,000 ARTICLE S.C. 5.04.B CONTRACTUAL ENDORSEMENT The Contractual Liability required by Paragraph 5.04.B of the General Conditions shall provide coverage for not less than the following amounts: 5.04.B.4.1 Bodily Injury: $1,000,000 Each Occurrence 5.04.B.2 Property Damage: $1,000,000 Each Occurrence $1,000,000 Annual Aggregate ARTICLE S.C. 6.01 SUPERVISION AND SUPERINTENDENCE The Contractor shall provide adequate supervision (superintendent) of the work as the jab progresses. The superintendent shall report daily to the Engineer on the progress of the work and the number of men on the job. The superintendent shall maintain complete records of the work as it progresses and shall submit these records with each request for payment. The Contractor shall provide an adequate staff for properly coordinating and expediting the work, including office staff to handle by telephone any questions which may arise in the conductance of the work. ARTICLE S.C. 6.08 PERMITS The City of Columbia Heights will obtain permits that are necessary for this work from the following outside agencies: -- * Minnesota Department of Health -- * Metropolitan Council Environmental Service -- * Army Corp of Engineers. 00700-46 The Contractor is responsible to obtain permits that are necessary for this work from the following outside agencies: -- * Minnesota Department of Transportation -- * Anoka County Highway Department -- * Minnesota Pollution Control Agency (including General Storm-water Permit for Construction Activity) -- * Department of Natural Resources. All work under this contract shall take place on City-owned property, City-owned right-of--way, County-owned right-of--way, Mn/DOT-owned right-of--way, or easements to be obtained by the City under this contract. No work shall commence until the necessary permits are obtained. Before work is started, the Contractor shall obtain necessary locations of all underground utilities by contacting GOPHER STATE ONE CALL at 651-454-0002. ARTICLE S.C. 6.14 SAFETY REPRESENTATIVE Amend Paragraph 6.14.A of the General Conditions by inserting the following after the first sentence: "In addition, Contractor shall provide a "competent person" as defined by O.S.H.A. on site when trench work is being performed." And as so amended Paragraph 6.14.A remains in effect. ARTICLE S.C. 6.17 SHOP DRAWINGS AND SAMPLES Amend Paragraph 6.17.A. l .b of the General Conditions by inserting the following after the first sentence: "Each shop drawing for a manhole or a catch basin shall reference the plan page number and the structure number." And as so amended Paragraph 6.17.A.1.b remains in effect. ARTICLE S.C. 10. CHANGES IN THE WORK; CLAIMS Amend the third sentence of Paragraph 10.O5.A of the General Conditions to read as follows: "Written notice of each such claim, dispute or other matter, will be delivered by the Claimant to Engineer and the other part to the Agreement promptly (but, in no event later than ten days) after the occurrence of the event giving rise thereto." And as so amended Paragraph 10.O5.A remains in effect. 00700-47 Except as specifically authorized in writing by the Engineer at the time additional work is done beyond the original scope of the Contract Documents, the Contractor shall have and make no claims for additional compensation. The Contractor's plea of ignorance of foreseeable conditions which will create difficulties or hindrances in the execution of the work will not be acceptable to the Owner as an excuse for any failure of the Contractor to fulfill the requirements of the Contract Documents, and shall not be a basis for the Contractor's claim for additional compensation. Any discrepancies in or conflicts between the items described in these Contract Documents must be submitted, in writing, to the Engineer for adjustment prior to proceeding with the work, as any claims for additional compensation to achieve compliance with the requirements of those items will not be allowed or considered. ARTICLE S.C. 11.03.C. UNIT PRICE WORK ARTICLE G.C. 11.03.C shall be amended by deleting this section in its entirety and substituting instead the following language: "There will be no adjustment in unit price for increased or decreased quantities under this Contract." ARTICLE S.C. 12.O1.A CHANGE OF CONTRACT PRICE Amend the second sentence of Paragraph 12.01.A of the General Conditions to read as follows: "Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party and to the Engineer promptly (but, in no event later than ten days) after the occurrence of the event giving rise to the claim and stating the general notice of the claim." And as so amended Paragraph 12.O1.A remains in effect. ARTICLE S.C. 12.02.A CHANGE OF CONTRACT TIME Amend the second sentence of Paragraph 12.02A of the General Conditions to read as follows: "Any claim for an extension or shortening of the Contract Time shall be based on written notice delivered by the party making the claim to the other party and to Engineer promptly (but, in no event later than ten days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim." And as so amended Paragraph 12.02 remains in effect. 00700-48 ARTICLE S.C. 13.03 TEST AND INSPECTIONS ARTICLE G.C. 13.03.B shall be amended by deleting this section in its entirety and substituting instead the following language: "The testing of materials called for in the Contract Documents shall be conducted by an independent testing laboratory approved by the Engineer, except as otherwise specified. All tests required by the Engineer shall be ordered and paid for by the Contractor at all specified locations. All tests on material to be placed shall be completed prior to the placing of any material. All retests due to failure of original tests shall be paid for by the Contractor until satisfactorily passing in accordance with the minimum requirements identified or referenced in the contract documents. Signed copies of all reports on tests shall be sent at once to the Engineer and the Contractor. These copies shall be received by the Engineer prior to the placing of any of the tested items. Tests shall be made in accordance with the American Society for Testing and Materials (ASTM) Standard and Tentative specifications that apply, except as otherwise specified. Rejected materials shall immediately be removed from the site and shall not be used in the work. Inspection and testing shall in no way relieve the Contractor or supplier from the responsibility of furnishing materials and workmanship in accordance with the plans and specifications. Density tests will be by "Specified Density" method." ARTICLE S.C. 13.06 CORRECTION OR RElO~IOVAL OF DEFECTIVE WORK Amend Paragraph 13.06.A of the General Conditions by inserting the following after the first sentence: "Correction work for bituminous surfacing shall conform to the requirements and standard plates in the City's right-of--way ordinance." And as so amended Paragraph 13.06.A remains in effect. ARTICLE S.C. 13.07.A CORRECTION PERIOD Amend the first sentence of Paragraph 13.07.A of the General Conditions to read as follows: "If within two years after the date of substantial completion in utility trench areas and one year after the date of substantial completion for the remainder of the construction, or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee required by the Contract Documents or by any specific provision of the Contract Documents, any Work is found to be defective, or if the repair of any damages to the land or areas made available for CONTRACTOR's use by OWNER or permitted by Laws and Regulations as contemplated in paragraph 6.11.A is found to be defective, CONTRACTOR shall 00700-49 promptly, without cost to OWNER and in accordance with OWNER's written instructions: (i) repair such defective land or areas, or (ii) correct such defective Work or, if the defective Work has been rejected by OWNER, remove it from the Project and replace it with Work that is not defective, and (iii) satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom." And as so amended Paragraph 13.07.A remains in effect. ARTICLE S.C. 14.02. PROGRESS PAYMENTS The Contractor must pay any subcontractor for undisputed services provided by the subcontractor within ten (10) days of the Contractor's receipt of payment from the owner. The Contractor must pay interest of 1'/s percent per month or any part of a month to the subcontractor or any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor must be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. ARTICLE S.C. 14.07. FINAL PAYMENT Before final payment is made for the work on this project, the Contractor must make a satisfactory showing that he has complied with the provisions of M.S.A. 290.92 requiring the withholding of State income taxes for wages paid to employees on this project. Receipt by the Owner of the Certificates of Compliance from the Commissioner of Taxation (IC-134) will satisfy this requirement. The Contractor is advised that before such certificate can be issued, he must first place on file with the Commissioner of Taxation an affidavit that he has complied with the provisions of M.S.A 290.92. The required affidavit form will be supplied by the Commissioner of Taxation, Centennial Office Building, St. Paul, Minnesota, on request. ARTICLE S.C. 17. MISCELLANEOUS ADD: ARTICLE S.C. 17.07 NON -DISCRIMINATION TOWARD HANDICAPPED PERSONS Before final payment is made for work on this project, the Contractor shall submit a letter to the Owner stating that the Contractor's firm maintains a policy of non-discrimination towards persons with handicapped conditions. 00700-50 Contractor s Business Name: Address: ~~~ ~ ~S° ~ ~ ~~j{~ ~~ s s-G ~ Phone No: ~ Ste- ~ ~ ~ '~ ~ ~~ Fax No: I -5~- ~~ ~ 3 ~ ~'~ BID FORM PROJECT IDENTIFICATION: CITY PROJECT NO. 0900 2009 MISCELLANEOUS CONCRETE REPAIRS AND INSTALLATIONS BIDS TO BE OPENED: 9:00 A.M. -THURSDAY, APRIL 23, 2009 This bid is submitted to: CITY OF COLUMBIA HEIGHTS 637 38T'-' AVENUE NE COLUMBIA HEIGHTS, MN 55421 The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an agreement with OWNER on the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Contract Price and within the Contract time indicated in this bid and in accordance with the other terms and conditions of the Contract Document. 2. BIDDER accepts all of the terms and conditions of the Advertisement or Invitation to Bid and Instruction to Bidders. This Bid will remain subject to acceptance for sixty (60) days after the day of Bid opening. BIDDER will sign and submit the Agreement with the Bonds and other documents required by the Bidding Requirements within fifteen (15) days after the date of OWNER'S NOTICE OF AWARD. In submitting this bid, BIDDER represents, as more fully set forth in the Agreement, that: 9 (a) BIDDER has examined copies of all the Bidding Documents and of the following Addenda (receipt of all of which is hereby acknowledged}: Date Number / ~C'_ ~ ~ C~ ~~~ ~ ~t~.- (b) BIDDER has familiarized itself with the nature and extent of the Contract Documents,Work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of Work. (c) BIDDER has studied carefully all reports and drawings of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions as provided in Paragraph 4.02 & 4.03 of the General Conditions, and accepts the determination set forth in Paragraph S.C. 4.02 & 4.03 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which BIDDER is entitled to rely. (d) BIDDER has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests and studies (in addition to or to supplement those referred to in (c) above) which pertain to the subsurface or physical conditions at the site or otherwise may affect the cost, progress, performance or furnishing of the work as BIDDER considers necessary for the performance of furnishing 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 4.02 & 4.03 of the General Conditions; and no additional examinations, investigations, explorations, tests, reports or similar information or data are or will be required by BIDDER for such purposes. (e) BIDDER has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports or similar information or data in respect of said Underground Facilities are or will be required by BIDDER in order to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Paragraph 4.04 of the General Conditions. 10 (f) BIDDER has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. (g) BIDDER has given ENGINEER written notice of all conflicts, errors, discrepancies that it has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to BIDDER. (h) This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; BIDDER has not directly or indirectly induced or solicited any other BIDDER to submit a false or sham Bid; BIDDER has not solicited or induced any person, firm or corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for itself any advantage over any other BIDDER or over OWNER. (i} Any other representation as required by Laws and Regulations. 4. BIDDER WILL COMPLETE THE WORK FOR THE FOLLOWING UNIT PRICES: (See attached Page 12) Quantities are indicated for the convenience of the Bidder. Although no driveway or step quantities are anticipated at this time, line items are provided to obtain a unit price for Phase 2. Final payment will be based on actual quantities. 11 CITY OF COLUMBIA HEIGHTS "2009 MISCELLANEOUS CONCRETE REPAIRS AND INSTALLATIONS" UNIT NO. ITEM 1. Remove curb and gutter 2. Construct concrete curb and gutter 3. Construct 6" by 18" concrete curb 4. Remove street/alley 5. Construct 8" concrete street/alley 6. Remove driveway/apron 7. Construct 6" concrete driveway/apron UNIT UAN. PRICE AMOUNT L.F. 260 $ --'~~ $ ~i ~~.,3c~ L.F. 260 $ 1~ $ ~n ~~ ~~ ~ L.F. 500 ~~ $~ $ ~- ~~~~ Sa ~ °~;' '~ ~ S.F. 20 $ $ S.F. 20 $ ~ ~~ $ ~~¢e ~`' ~ ~-~ ~ ~~' S.F. 100 $ $ S.F. 100 $ ~. ~' ~ $ ~~~ ~ ~, .S-° $ ~ $ ~I> ~ ~ $ moo; $ ~ ~ ~ ~ ~ ~.% 8. Remove sidewalk S.F. 7925 9. Construct 4" concrete sidewalk S.F. 6330 10. Construct 4'° concrete sidewalk -special S.F. 4230 11. Construct 4" colored-concrete 12" band S.F. 1040 12. Truncated dome panel S.F. 48 13. Remove step 14. Construct concrete step 15. Equipment pad ~~ ~~, S.F. 10 $ ~ $ S.F. 10 $ ~ $ ~~~~ a~ Ea. 1 $ ~ Lea $ ~ ~~ TOTAL BID il~ Written In Words $ ~~ i1~7 ~~~'' 12 5. BIDDER agrees that the Work will be completed as follows: • 2009 MISCELLANEOUS CONCRETE REPAIRS & INSTALLATIONS CITY PROJECT 0900 • All work listed in the Supplemental Information (Phase 1) must be completed by June 1, 2009. • The Contractor shall anticipate a second list of removals and concrete repairs or installations at various locations by August 28, 2009. This work shall be completed by October 1, 2009. These quantities are in addition to those listed in the Proposal. • Final inspection by October 23, 2009, in accordance with Paragraph 14.06 of the General Conditions. • BIDDER accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the work on time. 6. The following documents are attached to and made a condition of the BID. (a) A tabulation of Subcontractors, Suppliers, and other persons and organizations required to be identified in this Bid. (b) The contractor will complete the Work sequence in accordance with Division 1, Section 4, General Requirements. (c) Affidavit ofNon-Collusion. 7. Communications concerning this BID shall be addressed to the address of BIDDER indicated below. 8. The terms used in this BID, which are defined in the General Conditions of the Construction Contract included as part of the Contract Documents, have the meanings assigned to them in the General Conditions. SUBMITTED ON: ~ f ~~ , 2009. 13 If BIDDER is: AN INDIVIDUAL By (Individual's Name) Doing Business As Address: Telephone No: A PARTNERSIIIP By (Firm Name) (General Partner} Business Address: Telephone No.: (Continued on next page.) (SEAL) (SEAL) 14 A CORPORATION (Corporation Name) {J~ ice/' (State of Incorporation) By ;~~~ ~C~s~ (Name of Person Authorized to Sign) ~~~'~ (Title) ATTEST: Business Address: (Secretary) `7 °, Telephone No. ~-~~ ~~~ r ~~ ~ ~`~__ A JOINT VENTURE By (Name) (Address) By (Name) (Address) ~~ (SEAL) Each joint venturer must sign. The manner of signing for each individual, partnership and corporation that is a party to the joint venture should be in the manner indicated above. 15 STATE OF COUNTY OF AFFIDAVIT OF NON-COLLUSION: (1) That I am the BIDDER (if the bidder is an individual), a partner in the BIDDER (if the bidder is a partnership) of an officer or employee of the BIDDER corporation having authority to sign on its behalf (if the BIDDER is a corporation; (2) That the attached bid or bids have been arrived at by the BIDDER individually and have been submitted without collusion with, and without any agreement, understanding or planned common course of action with any vendor of materials, supplies, equipment or services described in the invitation to bid designed to limit individual bidding or competition; (3) That the contents of the bid or bids have not been communicated by the BIDDER, or its employees or agents, to any person not any employee or agent of the BIDDER, or its surety, on any bond furnished with the bid or bids, and will not be communicated to any person, prior to any official opening of the bids, or bids; and; (4} That I have fully informed myself regarding the accuracy of the statements made in this affidavit. ~~s~-- BIDDER ~ ~~,5 Cam.-~SS~-G~ a C7`~'o~~ .~~- ~ FIRM MAKING BIDS Subscribed and sworn to before m this ~~ day of ~` '~ -"i c,~ , 2009. ~, `~~-- / 11 ~ ``./ ~~ <~ NAME ~~~ .,~~~~. OFFICIAL TITLE 16 ADDENDUM NO. 1 Plans and Specifications For: 2009 Miscellaneous Concrete Repairs and Installations City Project No. 0900 Dated: April 9, 2009 1. ADVERTISEMENT FOR BIDS The bid opening time and date has been changed to: • 9:00 a.m. on Thursday, Apri123, 2009. Sincerely, CITY OF COLUMBIA HEIGHTS Kevin R. Hansen, P.E. City Engineer 763-706-3705 ^ 763-706-3701(fax) CHANGE ORDER NO. 2 Project: 2009 Miscellaneous Concrete Repairs and Installations City Project: 0900 Owner: City of Columbia Heights 637 38 Avenue N.E. Date of Issuance: Nov 15, 2010 Columbia Heights, MN 55421 Contractor: Ron Kassa Construction, Inc. 6005 — 250` Street East Engineer: City Engineer Elko, MN 55020 You are directed to make the following changes in the Contract Documents: Description: Change in original contract price to compensate for additional work added to the contract by the City. No. Item Description Unit Quantity Unit Price Total Price 1 Construct concrete curb and gutter L.F. 250 $ 16.00 $ 4,000.00 2 Remove sidewalk S.F. 180 $ 1.50 $ 270.00 3 Construct 4" concrete sidewalk S.F. 180 $ 3.20 $ 576.00 $ 4,846.00 Purpose of Change Order: The contract has been modified to include additional quantities for installation of curb and gutter and replacement of hazardous sidewalk. CHANGE IN CONTRACT PRICE CHANGE IN CONTRACT TIME Original Contract Price: Original Contract Time: $ 82,117.50 Previous Change Orders No. 1 to No. 1 Net Change from Previous Change Order: ($ 39,616.00) Contract Price Prior to this Change Order: Contract Time Prior to this Change Order: $ 42,501.50 Net Increase (Decrease) of this Change Order: Net Increase (Decrease) of Change Order: $ 4,846.00 Contract Price with all Approved Change Orders: Contract Time with Approved Change Orders: $ 47,347.50 Recommended Approved By: By: City Engineer Ron Kassa Construction, Inc. Approved By , i i Walt Fehst, City4Vlanager z�nH CHANGE ORDER NO. 2 Project: 2009 Miscellaneous Concrete Repairs and Installations City Project: 0900 Owner: City of Columbia Heights 637 38 Avenue N.E. Date of Issuance: Nov 15, 2010 Columbia Heights, MN 55421 Contractor: Ron Kassa Construction, Inc. 6005 — 250 Street East Engineer: City Engineer Elko, MN 55020 You are directed to make the following changes in the Contract Documents: Description: Change in original contract price to compensate for additional work added to the contract by the City. No. Item Description Unit Quantity Unit Price Total Price 1 Construct concrete curb and gutter L.F. 250 $ 16.00 $ 4,000.00 2 Remove sidewalk S.F. 180 $ 1.50 $ 270.00 3 Construct 4" concrete sidewalk S.F. 180 $ 3.20 $ 576.00 $ 4,846.00 Purpose of Change Order: The contract has been modified to include additional quantities for installation of curb and gutter and replacement of hazardous sidewalk. CHANGE IN CONTRACT PRICE CHANGE IN CONTRACT TIME Original Contract Price: Original Contract Time: $ 82,117.50 Previous Change Orders No. 1 to No. 1 Net Change from Previous Change Order: ($ 39,616.00) Contract Price Prior to this Change Order: Contract Time Prior to this Change Order: $ 42,501.50 Net Increase (Decrease) of this Change Order: Net Increase (Decrease) of Change Order: $ 4,846.00 Contract Price with all Approved Change Orders: Contract Time with Approved Change Orders: $ 47,347.50 Recommended Approved By: By: City Engineer Ron Kassa Construction, Inc. Approved By: Walt Fehst, City anager